Blockbuster Inc.

Jackie M. Clegg was appointed as a director of Blockbuster in July 2003. She serves as Managing Partner of Clegg International Consultants, LLC, an international strategic consulting firm she founded in September 2001, specializing in emerging markets. In July 2001, Ms. Clegg stepped down as Vice Chairman and First Vice President of the Export-Import Bank of the United States, financier to foreign buyers of U.S. goods and services, after serving in that role since June 1997. She also served as its Chief Operating Officer from January 1999 through fiscal year 2000. Ms. Clegg also serves on the board of directors and audit committees of CBOT Holdings Inc. (Chicago Board of Trade), Brookdale Senior Living Inc., Cardiome Pharma Corp. and Javelin Pharmaceuticals Inc. In accordance with the listing standards of the NYSE, Blockbuster’s Board of Directors has determined that Ms. Clegg’s simultaneous service on Blockbuster’s Audit Committee and on the audit committees of the foregoing public companies does not impair Ms. Clegg’s ability to effectively serve on Blockbuster’s Audit Committee.

Edward Bleier has been a director of RealNetworks since April 1999. He retired from Warner Bros. in January 2004 where he had previously served as President of Pay-TV, Cable and Networks Features. Over 34 years with Warner Bros., he was involved in the development of home video, video-on-demand, pay-TV, and cable systems and networks, with ongoing responsibilities for programming, animation, sports, and the distribution of movies and television programs. Mr. Bleier previously served as a Vice President of ABC-TV, at various times overseeing sales, daytime and children's programming, marketing and planning. Mr. Bleier chairs the Center for Communication and the Academy of the Arts Guild Hall, serves as a trustee of the Charles A. Dana Foundation and the Martha Graham Dance Center, and is a member of the Council on Foreign Relations. Mr. Bleier holds a Bachelor of Science Degree from Syracuse University and served in the U.S. Army, specializing in public information. Mr. Bleier has also been a key volunteer in Syracuse University's New York City fund-raising efforts and is an integral supporter of the Newhouse school's Center for Popular Television. In 2003, Mr. Bleier authored The Thanksgiving Ceremony: New Traditions for America's Family Feast (Crown Publishing).

Mr. Icahn has been our principal beneficial stockholder and has served as chairman of the board and as a director since 1994. Mr. Icahn has served as chairman of the board and a director of Starfire Holding Corporation ("Starfire"), a privately-held holding company, and chairman of the board and a director of various subsidiaries of Starfire, since 1984. Since August 2007, through his position as Chief Executive Officer of Icahn Capital LP, a wholly-owned subsidiary of Icahn Enterprises L.P. ("Icahn Enterprises"), and certain related entities, Mr. Icahn's principal occupation is managing private investment funds, including Icahn Partners LP, Icahn Partners Master Fund LP, Icahn Partners Master Fund II LP, and Icahn Partners Master Fund III LP. Prior to August 2007, Mr. Icahn conducted this occupation through his entities CCI Onshore Corp. and CCI Offshore Corp., since September 2004. Since November 1990, Mr. Icahn has been chairman of the board of Icahn Enterprises G.P. Inc., the general partner of Icahn Enterprises. Icahn Enterprises is a diversified holding company engaged in a variety of businesses, including investment management, metals, real estate, and home fashion. Mr. Icahn was chairman of the board and president of Icahn & Co., Inc., a registered broker-dealer and a member of the National Association of Securities Dealers, from 1968 to 2005. From October 1998 through May 2004, Mr. Icahn was the president and a director of Stratosphere Corporation, the owner and operator of the Stratosphere Hotel and Casino in Las Vegas, which until February 2008, was a subsidiary of Icahn Enterprises. From September 2000 to February 2007, Mr. Icahn served as the chairman of the board of GB Holdings, Inc., which owned an interest in Atlantic Coast Holdings, Inc., the owner and operator of The Sands casino in Atlantic City until November 2006. Mr. Icahn has been chairman of the board and a director of XO Holdings, Inc., a telecommunications services provider, since February 2006, and of its predecessor from January 2003 to February 2006. Mr. Icahn has served as a Director of Cadus Corporation, a company engaged in the ownership and licensing of yeast-based drug discovery technologies since July 1993. In May 2005, Mr. Icahn became a director of Blockbuster Inc., a provider of in-home movie rental and game entertainment. In October 2005, Mr. Icahn became a director of WestPoint International, Inc., a manufacturer of bed and bath home fashion products. In September 2006, Mr. Icahn became a director of ImClone Systems Incorporated ("ImClone"), a biopharmaceutical company, and since October 2006, has been the chairman of the board of ImClone. In August 2007, Mr. Icahn became a director of WCI Communities, Inc. ("WCI"), a homebuilding company, and since September 2007, has been the chairman of the board of WCI. In December 2007, Mr. Icahn became a director of Federal-Mogul Corporation ("Federal-Mogul"), a supplier of automotive products, and since January 2008, has been the chairman of the board of Federal-Mogul. In April, 2008, Mr. Icahn became a director of Motricity, Inc., a company that provides mobile content services and solutions. Mr. Icahn received his B.A. from Princeton University.

Robert A. Bowman has been a Director of Warnaco since January 2004. He currently serves as President and Chief Executive Officer of Major League Baseball Advanced Media ("MLB.com"), the Internet and interactive media unit of Major League Baseball. Prior to joining MLB.com in November 2000, Mr. Bowman was President and Chief Executive Officer of Cyberian Outpost, Inc., an online retailer of computers and electronics. Before he joined Cyberian Outpost in September 1999, Mr. Bowman held several senior management positions at ITT Corporation, including President, Chief Operating Officer and Chief Financial Officer. Earlier in his career, Mr. Bowman served for eight years as Treasurer of the State of Michigan. Mr. Bowman is currently a Director of World Wrestling Entertainment, Inc. and Blockbuster, Inc.

Mr. Keyes has served as the Company's Chairman of the Board and Chief Executive Officer since July 2007. He is the former President and Chief Executive Officer of 7-Eleven, Inc. He was appointed President and Chief Executive Officer of 7-Eleven, Inc. in 2000 and prior to then, he was Executive Vice President and Chief Operating Officer of 7-Eleven, Inc. from 1998 to 2000 and Chief Financial Officer of 7-Eleven, Inc. from 1996 to 1998.

Thomas M. Casey is executive vice president and chief financial officer for Blockbuster Inc., where he is responsible for managing Blockbuster’s financial, accounting and internal audit functions. Casey reports to James W. Keyes, Blockbuster chairman and CEO. Most recently a managing director for Deutsche Bank Securities, Inc., Casey was responsible for the bank’s retail industry relationships in North America and served as a strategic financial advisor to some of the world’s largest companies in the retail entertainment, food and drug, convenience store, food wholesale and foodservice industries. Prior to Deutsche Bank, Casey held investment banking positions with Citigroup, Merrill Lynch, and Dillon Read & Co. Casey earned a Bachelor of Science degree from the U.S. Naval Academy, served as an officer in the U.S. Navy and received his MBA from Harvard Business School.

Eric H. Peterson is Executive Vice President, General Counsel and Secretary for Blockbuster Inc. where he is responsible for all of the management and operations of the company’s legal affairs and oversees Blockbuster’s Human Resources and Corporate Communications departments. He joined the Company in October of 2007. Prior to his appointment at Blockbuster, Peterson most recently served as Executive Vice President and General Counsel for the former TXU Corporation, a $32 billion Fortune 200 Dallas-based energy company. He joined the energy services company in 2002 as its first-ever general counsel, was responsible for the successful resolution of the company’s complex legal affairs in conjunction with its then European operations and was an integral part of the executive management team responsible for the company’s turnaround. Prior to TXU, Peterson served as general counsel for DTE Energy, an $8.6 billion publicly traded, integrated utility in Detroit. Before that he was a partner in the Texas-based law firm, Worsham, Forsythe & Wooldridge LLP, now known as Hunton & Williams, where in addition to practicing corporate law, he served as a top legal advisor to TXU, the firm’s largest client. Peterson graduated cum laude and Phi Beta Kappa with a Bachelor’s degree from Southern Methodist University where he also earned his law degree. He received the “Best General Counsel” award in 2004 from the Dallas Business Journal, is a member of the SMU Corporate Counsel Symposium’s Board of Directors, and serves on numerous professional and non-profit boards, including the United Way of Metropolitan Dallas.

Steve Riley has more than 12 years of financial experience including Auditing, Accounting and Financial Analysis. He has served in roles from Assistant Controller to Director of Financial Analysis for several well-known companies. For over two years, Steve has worked directly with small business owners and staff to help them gain financial security. Prior to joining RCFO, Steve was the Director of Financial Analysis for Bright Now Dental (formerly Monarch Dental Corporation). While at Bright Now, Steve oversaw financial reporting, forecasting and budgeting. He worked directly with the CFO in preparation and issuance of financial statements. Steve also developed and maintained multiple databases, which significantly improved the company's information management. As a Senior Accountant/Analyst at Blockbuster, Inc., Steve played an integral role as the corporate partner for new initiatives such as Marketing Solutions and Blockbuster.com. He worked directly with the Controller and CFO on special projects and developed the Blockbuster Leadership and Skills Training (BLAST) program. As the Assistant Controller for Denton Regional Medical Center, Steve implemented a new fixed asset system, prepared the yearly budget and executed financial close procedures. He also managed the professional office building and was responsible for all budget and financial aspects of the opening of a new hospital facility. During his tenure with CompUSA as a Senior Audit Consultant, Steve was instrumental in creating the Audit Services department. He performed various operational reviews and audits throughout the country. Steve began his professional career with the Baylor Health Care System in the Internal Audit department. Steve holds a Bachelor of Science in Accounting Control Systems from the University of North Texas, and is a licensed Certified Public Accountant.

Gary J. Fernandes was appointed as a director of Blockbuster in December 2004. He has served as Chairman of FLF Investments, a family business involved with the acquisition and management of commercial real estate properties and other assets, since 1999. Since his retirement as Vice Chairman from Electronic Data Systems Corporation in 1998, he founded Convergent Partners, a venture capital fund focusing on buyouts of technology enabled companies. In addition, from 2000 to 2001, Mr. Fernandes served as Chairman and CEO of GroceryWorks.com, an internet grocery fulfillment company. In November 1998, he founded Voyagers The Travel Store Holdings, Inc., a chain of travel agencies, and was President and sole shareholder of Voyagers. Voyagers filed a petition under Chapter 7 of the federal bankruptcy laws in October 2001. Mr. Fernandes serves on the board of directors of BancTec, Inc. and Computer Associates International, Inc. He is also a member of the board of governors of the Boys & Girls Clubs of America and Trustee for the O’Hara Trust and the Hall-Voyer Foundation.

Strauss Zelnick was elected as a director of Blockbuster in May 2005. Mr. Zelnick founded ZelnickMedia LLC, an investment and advisory firm specializing in media and entertainment, in 2001. ZelnickMedia holds interests in an array of media enterprises, providing general management and strategic advisory services in the United States, Canada, Europe, Asia and Australia. From 1998 to 2000, Mr. Zelnick served as President and Chief Executive Officer of BMG Entertainment, Inc., a music and entertainment unit of Bertelsmann A.G. Mr. Zelnick served as President and Chief Executive Officer of BMG’s North American business unit from 1994 through 1998. Mr. Zelnick is Chairman of the Board of CME, Inc., Direct Holdings Worldwide, Inc. and OTX, Inc. Mr. Zelnick is a director of Carver Bancorp, Inc., Reed Elsevier PLC, Reed Elsevier N.V. and Reed Elsevier Group plc.