Headwaters Inc.

Kirk A. Benson has served as a Director of Headwaters since January 1999 and as Chairman and CEO since April 1999. Most recently, Mr. Benson was Senior Vice President of Foundation Health Systems, Inc., one of the nation’s largest publicly traded managed healthcare companies. Mr. Benson was with Foundation Health Systems and its predecessors for approximately ten years, holding various positions including president and chief operating officer for commercial operations, general counsel, and senior vice president for development with responsibility for merger and acquisition activity. Mr. Benson has completed his coursework in a Ph.D. program at the Peter F. Drucker Graduate School of Management at Claremont Graduate University. He also holds a Master of Laws in Taxation from the University of Denver, and a Master of Accountancy and Juris Doctorate from Brigham Young University. Mr. Benson’s term as a director expires in 2008.

Mr. Herickhoff is President, Chief Operating Officer and a principal of Wold Talc Company, which operates one of the largest talc mines in the United States. Mr. Herickhoff has served as a Director of Headwaters Inc. since August 1997 and was elected Vice Chairman of Headwaters in April 1999. From 1987 to 1994, he served as President of Atlantic Richfield Company's Thunder Basin Coal Company. He previously served as President of Mountain Coal Company, managing all of ARCO's underground mining and preparation plants. He is the past President of the Wyoming Mining Association and a former Board member of the Colorado and Utah Mining Associations. Mr. Herickhoff received a Bachelor of Science degree in 1964 from St. John's University, a Master of Science degree in 1966 from St. Cloud State University and attended Kellogg Executive Management Institute at Northwestern University in 1986. Mr. Herickhoff has served as a Director of the Company since March 2005 and serves on the Audit, Nominating and Governance (Chairman), and Compensation committees.

Harlan M. Hatfield has served as Vice President and General Counsel since July 1998 and Corporate Counsel since October 1996. He undertook the responsibilities as corporate secretary in July 1999. His activities with the company have included the development of alternative fuel projects, technology licensing, strategic business acquisitions, and financing. As General Counsel he oversees the legal staff and outside legal counsel, litigation, regulatory disputes, securities issues, major contracts, and other legal matters. Prior to his employment with the company, he was in private practice at the Seattle law firm of Oles, Morrison and Rinker for more than nine years where he was a partner. He practiced extensively as counselor and trial lawyer in construction, government contracts, real estate, and other fields of business with successful results in trials, appeals, administrative hearings, arbitrations, and mediations. He also established the firm’s environmental practice group. Mr. Hatfield received a Juris Doctorate in 1987 from the University of Minnesota and his B.A. degree from Brigham Young University in 1984.

Aaron Osmundson, Analyst, joined Headwaters from Janus Capital Group where he worked in their Corporate Finance and Strategy Group. Prior to his tenure with Janus Capital Group, he worked as an Analyst for The Broe Companies, a Denver-based private equity group focused on distressed and buyout investment opportunities. Aaron graduated from James Madison University, where he received a B.B.A. in Finance.

Ali Jamal joined Headwaters as an Analyst in 2007. Before joining Headwaters, he worked at 523 Capital, a Private Equity Group focused on the lower middle market. Prior to that Mr. Jamal worked at Miramar Asset Management, performing quantitative and qualitative analysis on public equities for the San Francisco based hedge fund. Previously he worked at Network Appliance, Silicon Valley Bank, and American Bank. Mr. Jamal earned a Masters degree in Statistics and a Bachelors degree in Economics from Stanford University. While at Stanford, Mr. Jamal was elected and served as the president of his class.

Brad Hein, Analyst, joined Headwaters after graduating from the University of Colorado at Boulder, where he received a BS in finance. He completed an Investment Banking Seminar sponsored by Lehman Brothers and a London Seminar in International Finance and Business.

Chris Haymons, Managing Director, brings more than a decade of middle market transaction experience to Headwaters. At Green Manning & Bunch (formerly an independent Denver-based middle market investment bank), he executed a broad list of transactions spanning multiple industries including media and communications, chemicals and refining, manufacturing, healthcare, and distribution services.

Jacquelyn Mieszala, Analyst, joined Headwaters from William Blair & Company in Chicago where she worked as an Investment Banking Analyst in the Financial Sponsors Group.

Jason Urband, Analyst, joined Headwaters from Summit Investment Management a privately held middle-market private investment firm, primarily focused on distressed buyout investment opportunities in the U.S. Jason worked as an analyst assisting in underwriting, asset management and reporting to its financial sponsors. Jason has completed transactions in the services, technology and manufacturing industries. Jason is a graduate of the Daniels College of Business at the University of Denver and holds a B.S.B.A. with a concentration in Finance.

Kristie Jones, Receptionist, joined Headwaters in 2006. Before coming to Headwaters she spent over 5 years working in the California public school system where she served in various administrative capacities supporting students from kindergarten through high school. Kristie graduated from University of Phoenix with a Bachelors degree in Business Management.

Mike Lucas, Principal, joined Headwaters from Lehman Brothers, where he worked as an Associate within the Mergers & Acquisitions vertical of the firm's Corporate Development Group. Prior to that, he was an Analyst in Lehman's Energy Group, working on M&A and capital markets transactions. Mike is a graduate of the University of Colorado at Boulder with a B.S. in Finance.

Blake Fisher has been providing management and financial consulting to the telecommunications and utility industries since May 2002, including financial consulting to the USDA on the Rural Utilities Service’s broadband program. From May 2004 to the present, he has served as CFO for Fiber Utilities of Iowa, an entity that provides operation and construction services to municipal utilities. Previously, he held senior management positions with McLeodUSA (now PAETEC), a telecommunications provider, including CFO, president of the western region and Chief Development Officer.

Mr. Garn has served as a Director of Headwaters since January 2002. Mr. Garn is a former United States Senator from the state of Utah. Mr. Garn is currently self-employed. From 1993 to 1999, he served as Vice Chairman of Huntsman Corporation, a large Utah-based privately-held chemical company. From 1993 until the present, Mr. Garn has served as a director of Morgan Stanley Funds and at the present time serves as a director of the following entities: United Space Alliance, Franklin Covey, NuSkin Enterprises, BMW Bank of NA and Escrow Bank, USA. Mr. Garn has a long and distinguished career in national politics. Mr. Garn entered politics in 1967 when he was elected to the Salt Lake City (Utah) Commission. He was elected mayor of Salt Lake City in 1971 and to the United States Senate in 1974. He served as chairman of the Senate Banking, Housing and Urban Affairs Committee and as a member of the Senate Appropriations Committee. Senator Garn was re-elected to the Senate in 1980 and again in 1986, retiring in 1992.

Malyn K. Malquist is executive vice president and chief financial officer for Avista Corp., having joined the company in September 2002. Malquist is a long-time industry executive and respected professional with more than 24 years of experience in the utility sector in the western United States. Malquist spent 16 years at San Diego Gas and Electric in a variety of financial and management positions, including vice president of finance and treasurer, director of information technology and manager of financial services. In 1994, Malquist joined Sierra Pacific Resources as chief financial officer. He later went on to serve as chief executive officer and chairman of the board of directors for Sierra Pacific. Malquist comes to Avista from Truckee Meadows Water Authority in Reno where he served as general manager for two years. He is a graduate of Brigham Young University where he also earned his master’s degree in business administration. Throughout his career, Malquist has held leadership positions in a variety of civic and industry organizations. He served as a member of the board of directors for both the Edison Electric Institute and the Pacific Coast Gas Association, and was a member of the board of Western Industrial Nevada. His civic involvement has included board memberships for United Way, the Boy Scouts of America, the Rotary Club of Reno, the Economic Development Authority of Western Nevada, and the University of Nevada, Reno Foundation. He has also been involved as a youth basketball coach for 20 years. Malquist currently serves on the boards of Headwaters Incorporated, Daybreak Youth Services and Business Development Corporation of Eastern Washington. Malquist and his wife, Georgia, are the parents of five children, one of whom is still living at home.

Mr. Christensen has served as a Director of Headwaters since January 2003. Since 1996, Mr. Christensen has spent the majority of his time managing Black Bear Ventures LP, a private investment firm, and evaluating new business opportunities. Prior to 1996, Mr. Christensen was chairman and majority owner of Richmond Holdings, Inc., a privately-held corporation engaged in developing, designing, manufacturing and selling flexible packaging materials and static control devices worldwide to the electronics and pharmaceutical industries. Richmond was sold to a publicly-traded firm in 1996. Mr. Christensen began his career as an auditor with the firm of Touche Ross & Co. where he spent nearly ten years. His final assignment, before resigning, was overseeing and managing their Salt Lake City office and its audit and tax practice. Mr. Christensen earned a B.S. degree in Accounting from Brigham Young University in 1972. Mr. Christensen is a Certified Public Accountant.

Mr. Weller has served as a Director of Headwaters since July 1991. He served as Chairman of the Board from January 1997 through July 1998. He later served as Chairman of the Compensation Committee and Governance Committee. Mr. Weller is past President of HealthCare Benefits of Utah and served as an agent with Galbraith Benson & McKay.