PLATO Learning (TUTR)

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     None of the Compensation Committee members during their term in 2007 were employees or executive officers of the Company. None of our directors or executive officers is a director or executive officer of any other company that has a director or executive officer that is also a director of the Company.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     None of the Compensation Committee members during their term in 2006 were employees or executive officers of the Company. None of our directors or executive officers is a director or executive officer of any other company that has a director or executive officer that is also a director of the Company.

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None of the Compensation Committee members during their term in 2004 were employees or executive officers of the Company. Mr. Smith was appointed to the Compensation Committee in June 2004. In November 2004, Mr. Murray resigned as our Chairman, President and Chief Executive Officer. Mr. Smith was appointed interim President and Chief Executive Officer of the Company and, effective upon his appointment, consequently resigned from his position on the Compensation Committee. Mr. Kernan was the Chairman and Chief Executive Officer of Lightspan, Inc. when Lightspan was acquired by PLATO Learning, Inc in November 2003. At that time, he entered into a consulting agreement with PLATO Learning, Inc. to provide consulting services to the Company for two years following the merger for an annual fee of approximately $416,000. None of our directors or executive officers is a director or executive officer of any other company that has a director or executive officer who is also a director of the Company.

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