HANGER PROSTHETICS AND ORTHOTICS, INC.

Committees of the Board

Audit Committee
The purpose of the Audit Committee of the Board of Directors is to assist the Board in its oversight of (1) the integrity of the Company’s financial statements; (2) the Company’s compliance with legal and regulatory requirements: (3) the independent auditor’s qualifications, independence and performance; and (4) the performance of the Company’s internal audit function. All members of the Audit Committee have no relationship to the Company that may interfere with the exercise of the independence from management of the Company.

Should any individual wish to raise concerns or complaints about the Company’s accounting and auditing practices, controls and reporting, you may do so by contacting our toll-free compliance hotline at 1-800-334-2906, or in writing to Hanger Orthopedic Group, 2 Bethesda Metro Center, Bethesda, MD 20814, Attn: Corporate Compliance.

Compensation Committee
The Compensation Committee is responsible for the discharge of the Company’s compensation programs and compensation of the Company’s executives and directors. The Committee has overall responsibility for approving and evaluating the director and officer compensation plans, policies and programs of the Company.

Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee provides guidance to the Board of Directors by (1) identifying individuals qualified to become directors; (2) identifying individuals qualified to serve on the various Board committees; (3) developing and recommending a set of corporate governance guidelines; and (4) shaping the overall corporate governance of the Company.

Quality and Technology Committee
The Quality and Technology Committee ("QTC") is chartered by the Board of Directors to provide assistance to the Board in executing its responsibilities concerning:  (1) the quality of the Company's services, the health care and professional standards pursued by the Company and the environment necessary to ensure for the delivery of excellent clinical care and service; and (2) the adequacy and relevancy of the Company's scientific and technical direction and the allocation of the Company's resources to those technological efforts that offer the greatest potential growth to the Company within the framework of the strategic objectives.

Committee Membership