GeoEye Inc.

Age 56, has been a member of the Board since October 2001. Mr. O Connell is GeoEye s President and CEO. He was CEO of GeoEye s predecessor, Orbital Imaging Corporation ( ORBIMAGE ), beginning in 2001. In January 2006, ORBIMAGE merged with Space Imaging to form GeoEye, the world s largest operator of commercial imagery satellites. In the fall of 2006, GeoEye became the first commercial remote sensing corporation to be listed on NASDAQ. Mr. O Connell has over twenty years of experience in communications management and finance. Prior to joining GeoEye, Mr. O Connell was a managing director at Crest Advisors, a New York-based private merchant bank that invested in and advised communications companies. Mr. O Connell serves as a director for the US Geospatial Intelligence Foundation and for Beijing Earth Observation.

Brian O Toole joined the Company as Chief Technology Officer in August 2008 and is responsible for developing, managing and expanding the Company s technology, products and solutions in geospatial intelligence and location-based services. From June 2005 through August 2007, Mr. O Toole served as Vice President, Product Management at Overwatch Textron Systems. From January 2000 to June 2005, he served as President and Co-Founder of ITspatial, which he subsequently sold to Overwatch. Mr. O Toole holds a Master of Science degree in Computer Engineering from Syracuse University in New York and a Bachelor of Science degree in Computer Science from Clarkson University in Potsdam, New York.

Mr. O’Toole joined GeoEye in August 2008 as Chief Technology Officer. He has global responsibility for developing, managing and expanding GeoEye’s technology, products and solutions in geospatial intelligence and location-based services. He will lead the Company’s strategic efforts to identify and develop new geospatial products, solutions, and services for our customers. Before joining GeoEye, Mr. O’Toole served as vice president of Product Management at Overwatch Textron Systems. He was the President and Co-Founder of ITspatial prior to selling to Overwatch. He has served as Director of Washington Operations for MultiGen-Paradigm and director of Infrared/Electro-Optical Simulation Systems at Amherst Systems. He began his career as a systems engineer at GE Aerospace’s Electronic Systems Division in New York. Mr. O’Toole holds a Master of Science degree in Computer Engineering from Syracuse University in New York and a Bachelor of Science degree in Computer Science from Clarkson University in Potsdam, New York.

Mr. Schuster joined GeoEye in December 2004 as Chief Operating Officer and is responsible for the overall management and direction of information technology, operations, international business, North American and government sales, engineering, customer service, order management, facilities and security, product development and management, quality assurance, and business processes. He has over 28 years of experience in operational management, primarily in the space applications and communication systems sectors. Mr. Schuster also has extensive knowledge of the intelligence community from both the government and commercial sectors’ perspectives. Before coming to GeoEye, Mr. Schuster served as President of Integrated Systems for BAE Systems, Vice President of Programs at Harris Corporation within the Government Communications Systems division, and Vice President of the Space Applications Operation at Loral Space and Range Systems. In addition, he spent nearly 22 years with the Central Intelligence Agency. Mr. Schuster has a Bachelor of Science degree in Electrical Engineering from the Polytechnic Institute of Brooklyn and has completed numerous graduate-level management courses and programs, including the Pennsylvania State University Executive Management Program and the Mahler Advanced Management Skills Program.

Mr. Warren joined GeoEye in January 2004 as General Counsel. He is responsible for all corporate legal guidance and counseling, contracts management, and human resource functions. Before coming to GeoEye, Mr. Warren practiced law in the Northern Virginia and Washington, D.C., offices of the international law firm Latham & Watkins, LLP, for several years. Prior to that, Mr. Warren was an associate in the New York office of Baker Botts, L.L.P. Mr. Warren's legal expertise is in general corporate law, including securities compliance and mergers and acquisitions. In addition, he specializes in intellectual property and employment law for high-tech clients in such areas as telecommunications and satellite technologies, as well as commercial-litigation management. Mr. Warren received his Juris Doctor with honors from the University of Texas at Austin and is admitted to practice in Virginia, New York, and the District of Columbia.

Carl Alleyne joined the Company as Vice President, Engineering on April 6, 2009 and is responsible for managing all aspects of ground station and product engineering and upgrades, as well as the Company s GeoEye-2 satellite program. Mr. Alleyne has over 25 years of engineering experience. Prior to joining GeoEye, from January 2008 through March 2009, Mr. Alleyne served as senior director and deputy vice president of engineering, intelligence and information systems division for the Raytheon Corporation. From 1983 to 2007, he held several positions at Northrop Grumman Corporation, including vice president of the components, commercial and overhaul and repair division; director of software engineering and ultimately, vice president of business operations. Mr. Alleyne earned his Master of Science degree in Engineering and Computer Science from Loyola College of Maryland and a Bachelor of Science in Mathematics from Delaware State University. He has completed the Executive Management course at University of California, Los Angeles (UCLA) and has a Six Sigma Green Belt certification from the University of Michigan.

Ms. Montgomery joined GeoEye in September 2008 as vice president, accounting and corporate controller. She has more than 20 years of financial and accounting management experience in government contracting, digital technology and staffing services. Ms. Montgomery manages all of GeoEye's accounting operations, regulatory reporting and SEC compliance, as well as its treasury and tax operations. Prior to joining GeoEye, Ms. Montgomery served as assistant controller at USA Mobility from 2005 until August 2008. From 2002 to 2005, she served as interim chief financial officer for a privately held government contractor, based in the Washington, D.C. metropolitan area, providing health and human services. Ms. Montgomery earned her Bachelor of Science degree in Commerce with a concentration in Accounting from the University of Virginia. She is a licensed certified public accountant in the Commonwealth of Virginia and is a member of the American Institute of Certified Public Accountants.

Mr. Balthazor joined GeoEye in December 2006 as Senior Director of Finance and was promoted to Vice President, Finance and Planning in May 2008. Mr. Balthazor currently oversees GeoEye’s finance-related activities, including financial planning and analysis, forecasting and budgeting and merger and acquisition support. Mr. Balthazor has more than 20 years of experience in all aspects of corporate finance, including, capital structure, strategic planning, merger and acquisition support, accounting, investor relations, treasury operations and risk management. Since 2000, Mr. Balthazor has been the Principal of J.Galt Financial (Boulder, Colorado), providing corporate financial consulting services to a variety of clients and industries. From 2004 to 2005, he was the Director of Finance, Mergers and Acquisitions for Health Inventures, LLC (Broomfield, Colorado). From 2002 to 2003, Mr. Balthazor consulted with various companies in his capacity as Principal of J. Galt Financial. Mr. Balthazor received his Master of Business Administration degree from the University of Colorado at Boulder and Bachelor of Business Administration degree in Accounting from the University of Wisconsin-Madison. He is a Certified Public Accountant and a candidate for the Charter Financial Analyst (CFA) designations.

Mr. Hough currently serves as Chairman and CEO of Stuart Mill Capital, Inc., and Managing Director of Stuart Mill Venture Partners, L.P. Mr. Hough served as President and Chief Executive Officer of Sallie Mae from July 1990 until July 1997. He also served as Co-Chairman and Chief Executive Officer of SatoTravel from 1999-2001, and President and Chief Executive Officer of SatoTravel, a Navigant International Company, from 2001-2003. From 2004 until 2005, Mr. Hough served as Chief Executive Officer of SynXis Corporation. Mr. Hough serves as a director of Goldleaf Financial Solutions, Inc., GeoEye, and Sypherlink Inc. He is also a trustee for the Shakespeare Theatre Company and the Levine School of Music, and Chairman of GivingNet Inc. (formerly Community Foundations of America). He served in the United States Navy as a Lieutenant after receiving a degree in engineering from Stanford University in 1966. Mr. Hough received his master's degree from the MIT Sloan School of Management in 1972.

Mr. Faga served as the President and Chief Executive Officer of the MITRE Corporation, a not-for-profit systems engineering firm, from 2000 to 2006, and has been a member of the Board of Trustees of MITRE since 2000. Before joining MITRE in 1993, Mr. Faga served in the U.S. Department of Defense as Assistant Secretary of the Air Force for Space and simultaneously as Director of the National Reconnaissance Office. He is also a director of Electronic Data Systems Corporation and GeoEye, Inc.

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