Compensation of Directors

Nine of the members of the MDS Board of Directors are independent and are remunerated by the Company solely in their capacity as Directors.  Steve M. West, Chief Executive Officer, MDS Inc. receives no remuneration as a Director.  The Directors have the option of receiving 100% of their total compensation in cash or Deferred Share Units (DSUs); alternatively they can receive 100% of their annual retainer in DSUs with the balance in cash. For a complete description of the compensation paid to Directors for the prior fiscal year, please see "Section 3:  Disclosure of Compensation and Other Information" starting on page 11 of the Proxy Circular (page 14 of the pdf document).