Robert A. Gionesi is Vice President of Sales. Prior to joining Internap in 1998, Mr. Gionesi was Director of Sales for MCI's Commercial Global account segment in New York City where he was responsible for the sales and technical management of MCI's largest accounts. Prior to MCI, Mr. Gionesi held numerous senior sales positions at AT&T, including Regional Technical Manager, District Sales Manager and Senior Staff Manager for the Regional Vice President. Mr. Gionesi has a degree in Business Communications from Adelphi University in Garden City, New York and a Master of Science in Telecommunications and Computing Management from Polytechnic University in Brooklyn, New York.

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        Sandra Manougian was Vice President, Service Delivery as of December 31, 2001 and is the current Vice President of Sales for the Western Region. Ms. Manougian joined Internap in June 1998 as the Regional Vice President of Sales for the Central Northwest territory. Prior to joining Internap, Ms. Manougian spent 16 years with MCI in various positions in Global Account Sales, Technical Consulting, Network Engineering, Network Planning, and Network & Field Operations. Sandy holds a Bachelor of Science in Business Administration from Seattle City University.

        Ali Marashi is Vice President, Technical Services. Since joining Internap in 2000, Mr. Marashi has also served as Vice President of Engineering, Director of Network Technology and Director of Backbone Engineering. Prior to joining Internap, Mr. Marashi was a lead Network Engineer for Networks and Distributed Computing at the University of Washington from July 1997 to March 2000, where he was responsible for senior-level design, development, and technical leadership and support for all networking initiatives and operations. Prior to that, Mr. Marashi was co-founder and Vice President of Engineering for interGlobe Networks, Inc., a TCP/IP consulting firm from 1995 to July 1997. Mr. Marashi holds a Bachelor of Science in Computer Engineering from the University of Washington.

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EXECUTIVE COMPENSATION

Compensation of directors

        Our directors currently do not receive any cash compensation for their services on the board of directors or any committees of the board of directors. They are reimbursed for certain expenses in connection with attendance at board of directors and committee meetings. Nonemployee directors receive an annual option to purchase 20,000 shares of common stock under our 1999 nonemployee directors' stock option plan.

Compensation of executive officers

        The table below sets forth summary information concerning compensation paid by us during the fiscal years ended December 31, 2001, 2000 and 1999, respectively, to (i) our Chief Executive Officer and President and (ii) four of our other executive officers other than the Chief Executive Officer whose salary and bonus for fiscal year 2001 exceeded $100,000, and who served as an executive officer during fiscal year 2001 (the "Named Executive Officers"):

Summary Compensation Table

(1)

Effective July 25, 2001, Mr. Eidenberg began serving as Chief Executive Officer.

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(2)

Includes $27,401 in costs for Seattle residence.

(3)

Effective July 25, 2001, Mr. Naughtin ceased serving as Chief Executive Officer.

(4)

Effective January 1, 2002, Mr. McBride ceased serving as Vice President of Finance and Administration, Chief Financial Officer and Secretary.

(5)

Includes $51,989 in commissions.

(6)

Includes $153,670 in commissions.

(7)

Includes $199,259 in commissions.

(8)

Effective December 23, 2001, Mr. Vent ceased serving as Chief Operating Officer and President.

(9)

Includes $72,564 in relocation expenses.

(10)

Includes $6,320 in relocation expenses.

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Stock Option Grants in the Last Fiscal Year

        The following table sets forth information regarding options granted to the Named Executive Officers during the fiscal year ended December 31, 2001:

*

Less than 1%

(1)

Fully vested on date of hire.

(2)

Fully vested as of January 25, 2002.

(3)

Vest on July 25, 2003 subject to acceleration based on meeting certain corporate objectives or upon a change in control.

(4)

Vest in equal increments each month for 24 months beginning November 5, 2001.

(5)

Fully vested upon termination of employment on December 31, 2001.

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(6)

Vest in equal increments each month for 48 months beginning March 9, 2001.

(7)

3,274 vested as of December 12, 2001. The remaining shares vest in equal increments each month thereafter for 36 months.

(8)

16,725 vested as of July 27, 2001. The remaining shares vest in equal increments each month thereafter for 36 months.

(9)

4,275 vested as of May 15, 2001. The remaining shares vest in equal increments each month thereafter for 36 months.

(10)

60,000 vested as of May 4, 2001. The remaining shares vest in equal increments each month thereafter for 30 months.

(11)

Vest in equal increments each month for 48 months beginning July 26, 2001 subject to acceleration based on meeting certain corporate objectives.

(12)

Vest in equal increments each month for 48 months beginning May 4, 2001.

(13)

265,625 vested as of August 2, 2001. The remaining shares vest in equal increments each month thereafter for 36 months.

(14)

33,750 vested as of May 4, 2001. The remaining shares vest in equal increments each month thereafter for 30 months.

(15)

Pursuant to an agreement with Mr. Vent, his options will continue to vest in accordance with the schedules described in the applicable notes above through the date of termination of his employment on July 7, 2002.

(16)

Pursuant to an agreement with Mr. Norman, his options will continue to vest in accordance with the schedules described in the applicable notes above through the date of termination of his employment on June 12, 2002.

        The 5% and 10% assumed annual rates of compounded stock price appreciation are mandated by rules of the SEC. There can be no assurance provided to any executive officer or any other holder of our securities that the actual stock price appreciation over the option term will be at the assumed 5% or 10% levels or at any other defined level. All options were granted at an exercise price equal to the fair market value of our common stock, as determined by the board of directors on the date of grant.

Aggregated Option Exercises in the Last Fiscal Year
and Fiscal Year-End Option Values

        The following table sets forth information as of December 31, 2001 regarding options held by the Named Executive Officers. There were no stock appreciation rights outstanding at December 31, 2001:

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        In the table above, the value of the unexercised in-the-money options is based on the fair market value of our common stock, based upon the last reported sales price of the common stock on January 31, 2001 ($1.11), minus the per share exercise price multiplied by the number of shares.

Employment agreements and change in control

        Effective July 25, 2001, Mr. Eidenberg began serving as our Chief Executive Officer. We have entered into an employment agreement with Mr. Eidenberg that sets forth Mr. Eidenberg's compensation level. Under this agreement, Mr. Eidenberg serves at will and his employment may be terminated by us or by Mr. Eidenberg at anytime, with or without cause and with or without notice. Mr. Eidenberg's employment agreement contains a one-year noncompetition covenant and an option to purchase 1,000,000 shares of our common stock at fair market value on the date of grant, 250,000 of which were vested on the date of grant, 250,000 of which vested on January 25, 2002 and 500,000 of which vest on July 25, 2003 subject to acceleration based on meeting certain corporate objectives or in the event of a change in control. Mr. Eidenberg will have the option to pay up to $1,000,000 for the exercise price of these options with a full recourse note.

        Also effective July 25, 2001, Mr. Naughtin ceased serving as our Chief Executive Officer. Prior to that date we had in place an employment letter agreement with Mr. Naughtin, which set forth his initial compensation level. Under this letter agreement Mr. Naughtin served at-will and his employment may have been terminated by us or by him at any time, with or without cause and with or without notice. Mr. Naughtin's employment agreement contained a noncompetition covenant that is effective for one year after termination of employment. On July 25, 2001, we entered into a replacement employment agreement with Mr. Naughtin in which we agreed to continue to pay Mr. Naughtin based on an annualized base salary of $297,500 until January 25, 2002 and to pay 50% of such annualized based salary thereafter until July 25, 2002, at which time he will cease to be an employee.

        On June 12, 2001, we entered into an employment agreement with Mr. Vent, which set forth Mr. Vent's compensation level and contained a one-year noncompetition covenant. Under this agreement Mr. Vent served at-will and his employment was terminable by us or by Mr. Vent at any time, with or without cause and with or without notice. Under Mr. Vent's employment agreement, if Mr. Vent was terminated without cause or resigned for good reason within 12 months after the execution of the agreement, he would receive a severance payment equal to 12 months salary as well as any accrued bonuses. Mr. Vent's employment agreement has since been cancelled and replaced by a new agreement, dated December 23, 2001. Under this new agreement, Mr. Vent immediately ceased to be an executive officer and we agreed to continue to pay Mr. Vent based on an annualized base salary of $348,800 until April 7, 2002. Starting April 8, 2002, Mr. Vent's annualized base salary will be reduced to $174,400 until July 7, 2002, at which time he will cease to be an employee.

        During 2001 we had in place an employment letter agreement with Paul E. McBride, which set forth his initial compensation level. Under this letter agreement Mr. McBride served at-will and his employment may have been terminated by us or by him at any time, with or without cause and with or without notice. Mr. McBride's employment agreement contained a noncompetition covenant that is effective for one year after termination of employment. Effective as of January 1, 2002, Mr. McBride is no longer an employee.

        We have entered into employment agreements with each of Messrs. Benton, Gionesi and Scanlon. Each employment agreement sets forth the officer's compensation level. Under each agreement the officer serves at-will and employment may be terminated by us or by the officer at any time, with or without cause and with or without notice. Each agreement contains a one year noncompetition covenant. If any of these officers is terminated without cause or resigns for good reason within 13 months after a change in control, such officer would receive a severance payment equal to 12 months salary. We entered into a similar employment agreement with Mr. Norman, which

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agreement has since been cancelled and replaced by a new agreement, dated December 12, 2001. Under this new agreement, Mr. Norman immediately ceased to be an executive officer and became a part-time employee receiving a base salary of $112,500. Mr. Norman will remain an employee under the terms of the separation agreement until July 12, 2002, at which time he will cease to be an employee.

        Our 1999 Equity Incentive Plan, under which our executives are granted stock options, provides that in the event the executive officers are terminated without cause or resign for good reason within 13 months after a change in control, all of the options held by such officers will vest in full and will become fully exercisable.

REPORT OF THE COMPENSATION COMMITTEE OF THE
BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION

        The compensation committee of the board of directors consists of Kevin L. Ober and Robert D. Shurtleff, Jr., each of whom is a nonemployee director. The compensation committee is responsible for establishing and administering compensation policies and programs for Internap's executive officers. This report reflects Internap's compensation philosophy.

Executive officer compensation

        Internap's executive compensation program has been designed to (i) ensure that compensation provided to executive officers is closely aligned with its business objectives and financial performance; (ii) enable Internap to attract and retain those officers who contribute to its long-term success; and (iii) maximize stockholder value.

        Executive compensation generally consists of three components (i) base salary; (ii) annual cash bonus; and (iii) long-term incentive awards. The Chief Executive Officer annually recommends executive officer compensation levels to the compensation committee. The compensation committee makes the final determination of executive compensation levels but relies on the Chief Executive Officer's annual recommendations because it believes the Chief Executive Officer is the most qualified person to make assessments about individual performance.

        The compensation committee annually reviews and establishes each executive officer's compensation package by considering (i) the extent to which specified corporate objectives for the preceding year were attained; (ii) the experience and contribution levels of the individual executive officer; and (iii) to a lesser extent, the salary and bonus levels of executive officers in similar positions in companies in the same or related industries as Internap.

        The primary corporate objectives set by the compensation committee for the 2001 fiscal year were the achievement of specific revenue and cash flow goals. Neither of these goals was accomplished. At the start of the third quarter, the compensation committee set an additional corporate objective of completing a significant financing event, which was met with the closing of the company's Series A preferred stock financing on September 14, 2001. An additional factor contributing to the determination of executive compensation in 2001 was the desire by the board of directors and management to reduce costs company wide. Taking all of the foregoing considerations into account, the compensation committee determined that, effective May 1, 2001, salaries would be decreased from between 5% to 15% for all executive officers with the exception of one officer who was then receiving the least amount of compensation of the company's executives.

        The compensation committee may award cash bonuses for executive officers (other than those who receive commissions) on an annual basis. These awards are intended to provide a direct link between management compensation and the achievement of corporate and individual objectives. The maximum potential level of bonus is 50% of the executive officer's base salary as of the end of the preceding

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fiscal year. At the beginning of each year, Internap sets certain corporate objectives, including financial performance goals, and at the end of the year assesses the performance by executives towards the achievement of these goals to determine the level of bonus payable, if any. The primary corporate objectives set by the compensation committee for use in determining whether bonuses would be paid during the 2001 fiscal year were the same objectives used for determining the 2001 fiscal year salary levels.

        Taking into account the actual performance by the executive management team towards meeting the 2001 fiscal year corporate objectives as well as the desire by the board of directors and management to reduce costs company wide, the compensation committee determined that no bonuses would be paid for executive performance during the 2001 fiscal year. The compensation committee did, however, approve the payment to executives during the 2001 fiscal year of bonuses earned during the 2000 fiscal year based on successful completion of the primary corporate objectives for 2000. Bonuses paid with respect to 2000 fiscal year performance represented 80% of full bonus potential for such year. As disclosed in Internap's proxy statement for the 2001 annual meeting, the primary corporate objectives set by the compensation committee for the 2000 fiscal year were, in order of importance, (i) revenue growth goals; (ii) service point deployment goals; (iii) successful liquidity event, including an initial public offering; (iv) customer growth goals; and (v) employee and management headcount growth goals. To conserve cash in the short term, payment of bonuses for 2000 fiscal year performance was deferred until after completion of the company's Series A financing in September 2001.

        The compensation committee also grants stock options to executive officers to provide long-term incentives that are aligned with the creation of increased stockholder value over time. Options typically are granted at fair market value at the date of grant, have a ten year term and generally vest 25% on the first anniversary of vesting commencement date and in equal 36 monthly installments thereafter. In July 2001, however, each executive officer received a stock option grant with a ten year term designed to provide additional incentive toward the achievement of the corporate objectives. These options began vesting on the date of grant in equal 48 monthly installments, subject to acceleration of (a) 50% of the total original grant, whether or not already vested, upon the first quarter reported to have positive net cash provided by operating activities, and (b) 100% of the total original grant, whether or not already vested, upon the first quarter reported to have positive net income from operations. In addition, in November 2001, each executive officer received a retention stock option grant with a ten year term that began vesting on the date of grant in equal 24 monthly installments.

        Most stock option grants to executive officers occur in conjunction with the executive officer's acceptance of employment with Internap. The compensation committee, however, reviews stock option levels for all executive officers throughout each fiscal year in light of long-term strategic and performance objectives, each executive officer's current and anticipated contributions to Internap's future performance and the value of such executive's current stock option package, and is able to adjust these levels. When determining the number of stock options to be awarded to an executive officer, the compensation committee considers the executive officer's current contribution to Internap's performance, the executive officer's past option awards and their current value, the executive officer's anticipated contribution in meeting Internap's long-term strategic performance goals and comparisons to formal and informal surveys of executive stock option grants made by other Internet infrastructure companies. In 2001, the compensation committee granted options to purchase an aggregate of 2,674,589 shares to executive officers, excluding the Chief Executive Officer, at an exercise price equal to fair market value on the date of grant.

Compensation of Internap's Chief Executive Officer

        The compensation committee reviews the Chief Executive Officer's compensation annually using the same criteria and policies as are employed for other executive officers. In July 2001, Mr. Naughtin resigned as Chief Executive Officer and Mr. Eidenberg began serving as Internap's Chief Executive

18

Officer. Mr. Eidenberg's salary was determined using the same criteria and policies as are employed for other executive officers. In addition, upon commencement of his employment, Mr. Eidenberg was granted a stock option to purchase 1,000,000 shares of common stock with a ten year term, 250,000 of which were vested on the date of grant, 250,000 of which vested on January 25, 2002 and 500,000 of which vest on July 25, 2003 subject to acceleration based on meeting certain corporate objectives or in the event of a change in control. In addition, in November 2001, Mr. Eidenberg was granted a retention stock option to purchase 200,000 shares of common stock with a ten year term that began vesting on the date of grant in equal 24 monthly installments.

        Compensation payments in excess of $1 million to the Chief Executive Officer or the other five most highly compensated executive officers are subject to a limitation on deductibility for Internap under section 162(m) of the Internal Revenue Code of 1986, as amended. Certain performance-based compensation is not subject to the limitation on deductibility. The compensation committee does not expect cash compensation in 2000 to Internap's Chief Executive Officer or any other executive officer to be in excess of $1 million. Internap intends to maintain qualification of its Amended and Restated 1998 Stock Options/Stock Issuance Plan, Amended 1999 Equity Incentive Plan, 2000 Non-Officer Equity Incentive Plan, as amended, Amended and Restated 1999 Stock Incentive Plan for Non-Officers, Switchsoft Systems, Inc. Founders 1996 Stock Option Plan and Switchsoft Systems, Inc. 1997 Stock Option Plan for the performance-based exception to the $1 million limitation on deductibility of compensation payments.

        The compensation committee believes its executive compensation philosophy serves Internap's interests and the interests of its stockholders.

Compensation committee members

Kevin L. Ober
Robert D. Shurtleff, Jr.

Compensation committee interlocks and insider participation

        None of our executive officers serves as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our board of directors or compensation committee.

Change of control arrangements in equity incentive plans

        Under our Amended and Restated 1998 Stock Options/Issuance Plan, Amended 1999 Equity Incentive Plan, 2000 Non-Officer Equity Incentive Plan, as amended, Amended and Restated 1999 Stock Incentive Plan for Non-Officers, Switchsoft Systems, Inc. Founders 1996 Stock Option Plan and Switchsoft Systems, Inc. 1997 Stock Option Plan, if a change in control occurs, including the sale of substantially all of our assets or a merger with or into another corporation, any outstanding options held by persons then performing services for us as an employee, director or consultant:

•

may either be assumed or continued;



•

may be substituted with an equivalent award by the surviving entity; or



•

will, if the options are not assumed, continued or substituted, become fully exercisable, including shares as to which they would not otherwise be exercisable, and restricted stock will become fully vested.

        Options also become fully exercisable upon the occurrence of a securities acquisition representing 50% or more of the combined voting power of our securities, or if a participant's service is terminated by a surviving corporation for any reason other than "for cause" within 13 months following a change in control.

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Performance measurement comparison

        The graph set forth below compares cumulative total return to our stockholders with the cumulative total return of the Nasdaq Composite Index and the Goldman/Sachs Internet Index, resulting from an initial assumed investment of $100 in each and assuming the reinvestment of any dividends, beginning September 29, 1999, the first day of trading of the common stock, and ending at December 31, 1999, December 29, 2000, and December 31, 2001, respectively.

Comparison of Cumulative Total Return Among
Internap Network Services Corporation, the Nasdaq Composite Index
and the Goldman/Sachs Internet Index

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REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

        The audit committee of the board of directors consists of William J. Harding, Fredric W. Harman and Kevin L. Ober, each of whom is an independent director. The audit committee has reviewed and discussed with management the consolidated audited financial statements of Internap as of and for the fiscal year ended December 31, 2001. The audit committee also has discussed with our independent accountants the matters required to be discussed by Statement on Auditing Standards No. 61,Communication with Audit Committees, as amended. Additionally, the audit committee has received and reviewed the written disclosures and the letter from the independent accountants required by Independence Standard No. 1,Independence Discussions with Audit Committees, as amended, and has discussed with the independent accountants their independence.

        Based on the reviews and discussions referred to above, the audit committee recommended to the board of directors that the financial statements referred to above be included in our Annual Report on Form 10-K.

Audit committee members

William J. Harding
Fredric W. Harman
Kevin L. Ober

Independent accountants

Selection of independent accountants

        Our board of directors has selected PricewaterhouseCoopers LLP as our independent accountants for each of the fiscal years ending December 31, 2001 and 2002, and at our 2001 annual meeting our stockholders ratified this selection for each of those fiscal years. PricewaterhouseCoopers LLP has audited our financial statements since our inception in 1996. Representatives of PricewaterhouseCoopers LLP are expected to be present at the annual meeting, will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions. Even though our board of directors has selected PricewaterhouseCoopers LLP as our independent accountants and this selection has been ratified, the audit committee and the board of directors in their discretion may direct the appointment of different independent accountants at any time during the year if they determine that such a change would be in our best interests and in the best interests of our shareholders.

Audit fees

        During the fiscal year ended December 31, 2001, the aggregate fees billed by PricewaterhouseCoopers LLP for the audit of our financial statements for such fiscal year and for the reviews of our interim financial statements were $175,623.

Financial information systems design and implementation fees

        During the fiscal year ended December 31, 2001, no fees were billed by PricewaterhouseCoopers LLP for information technology consulting.

All other fees

        During fiscal year ended December 31, 2001, the aggregate fees billed by PricewaterhouseCoopers LLP for professional services other than audit fees were $529,125. Substantially all of these fees were for services traditionally provided by accountants, such as review of tax returns, consultation on tax accounting matters and other special purpose audits.

        The audit committee has determined the rendering of all other non-audit services by PricewaterhouseCoopers LLP is compatible with maintaining the independence of our independent accountants.

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CERTAIN RELATIONSHIPS AND TRANSACTIONS

        On July 20, 2001, private equity funds affiliated with Eugene Eidenberg, William Harding and Fredric Harman, current members of our board of directors, entered into a Unit Purchase Agreement pursuant to which we agreed to issue and sell, and these funds in addition to other purchasers agreed to buy, approximately $101 million aggregate purchase price of units consisting of our Series A preferred stock warrants to purchase common stock. The $101 million unit financing closed on September 14, 2001. Each share of Series A preferred stock is convertible into approximately 21.6 shares of common stock.

        Effective July 25, 2001, Mr. Eidenberg began serving as our Chief Executive Officer. We have entered into an employment agreement with Mr. Eidenberg that sets forth Mr. Eidenberg's compensation level. Under this agreement, Mr. Eidenberg serves at will and his employment may be terminated by us or by Mr. Eidenberg at any time, with or without cause and with or without notice. Mr. Eidenberg's employment agreement contains a one-year noncompetition covenant and an option to purchase 1,000,000 shares of our common stock at fair market value on the date of grant, 250,000 of which were vested on the date of grant, 250,000 of which vested on January 25, 2002 and 500,000 of which vest on July 25, 2003, subject to acceleration based on meeting certain corporate objectives or in the event of a change in control as further described in the employment agreement. Mr. Eidenberg will have the option to pay up to $1,000,000 for the exercise price of these options with a full recourse note.

        We have entered into employment agreements with several of our key officers. Each agreement sets forth the officer's compensation level. Under each agreement the officer serves at-will and employment may be terminated by us or by the officer at any time, with or without cause and with or without notice. Each agreement contains a one year noncompetition covenant. If any of these officers are terminated without cause or resign for good reason within 13 months after a change in control, such officer would receive a severance payment equal to 12 months salary.

        We have entered into indemnification agreements with our directors and executive officers for the indemnification of and advancement of expenses to such persons to the fullest extent permitted by law. We also intend to enter into these agreements with our future directors and executive officers.

        We believe that the foregoing transactions were in our best interest and were made on terms no less favorable than could have been obtained from unaffiliated third parties. All future transactions between Internap and any of our officers, directors or principal stockholders will be approved by a majority of the independent and disinterested members of the board of directors, will be on terms no less favorable than could be obtained from unaffiliated third parties and will be in connection with bona fide business purposes.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

        Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and executive officers, and persons who own more than ten percent of a registered class of our equity securities, to file with the Commission initial reports of ownership and reports of changes in ownership of common stock and other equity securities of Internap. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.

        Based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required, during the fiscal year ended December 31, 2001, all Section 16(a) filing requirements applicable to our officers, directors and greater than ten percent stockholders were complied with except that one report, covering one transaction, was filed late by Mr. Gionesi.

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OTHER BUSINESS

        The board of directors does not intend to present any business at the annual meeting other than as set forth in the accompanying Notice of Annual Meeting of Stockholders, and has no present knowledge that any others intend to present business at the meeting. If, however, other matters requiring the vote of the stockholders properly come before the annual meeting or any adjournment or postponement thereof, the persons named in the accompanying form of proxy intend to exercise their discretionary authority to vote the proxies held by them in accordance with their judgment as to such matters.

		BY ORDER OF THE BOARD OF DIRECTORS
		John M. Scanlon Chief Financial Officer, Vice President of Finance and Administration, Treasurer and Secretary
March     , 2002

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Appendix A

PROPOSED AMENDMENTS TO
CERTIFICATE OF INCORPORATION AND BYLAWS

CERTIFICATE OF INCORPORATION, ARTICLE V, SECTION D

Current:

"D.    No action shall be taken by the stockholders of the Corporation except at an annual meeting or special meeting of the stockholders called in accordance with the Bylaws."

Proposed Amendment:

"D.    No action shall be taken by the stockholders of the Corporation except at an annual meeting or special meeting of the stockholders called in accordance with the Bylaws. Notwithstanding the forgoing, any action that may be taken or that is required by statute to be taken by the holders of the Company's Series A Preferred Stock at any annual or special meeting, may be taken without a meeting, without prior notice and without a vote, if taken in accordance with the procedures contained in the Bylaws."

BYLAWS, SECTION 13

Current:

"Section 13. Action Without Meeting. No action shall be taken by the stockholders except at an annual or special meeting of stockholders called in accordance with these Bylaws, and no action shall be taken by the stockholders by written consent."

Proposed Amendment:

"Section 13.    Action Without Meeting.

        (a)  Common Stockholders. No action shall be taken by the common stockholders except at an annual or special meeting of stockholders called in accordance with these Bylaws, and no action shall be taken by the common stockholders by written consent.

        (b)  Series A Preferred Stockholders.

          (i)  Unless otherwise provided in the Certificate of Incorporation, any action that may be taken or that is required by statute to be taken by the holders of the Company's Series A Preferred Stock (each a "Series A Holder," and collectively, the "Series A Holders") at any annual or special meeting, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, or by electronic transmission setting forth the action so taken, shall be signed by the holders of outstanding Series A Preferred Stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

        (ii)  Every written consent or electronic transmission shall bear the date of signature of each Series A Holder who signs the consent, and no written consent or electronic transmission shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered to the corporation in the manner herein required, written consents or electronic transmissions signed by a sufficient number of Series A Holders to take action are delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation's registered office shall be by hand or by certified or registered mail, return receipt requested.

A-1

        (iii)  Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those Series A Holders who have not consented in writing or by electronic transmission and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of Series A Holders to take action were delivered to the corporation as provided in Section 228(c) of the DGCL. If the action which is consented to is such as would have required the filing of a certificate under any section of the DGCL if such action had been voted on by Series A Holders at a meeting thereof, then the certificate filed under such section shall state, in lieu of any statement required by such section concerning any vote of the Series A Holders, that written consent has been given in accordance with Section 228 of the DGCL.

        (iv)  A telegram, cablegram or other electronic transmission consenting to an action to be taken and transmitted by a Series A Holder or proxyholder, shall be deemed to be written, signed and dated for the purposes of this section, provided that any such telegram, cablegram or other electronic transmission sets forth or is delivered with information from which the corporation can determine (1) that the telegram, cablegram or other electronic transmission was transmitted by the Series A Holder or proxyholder or by a person or persons authorized to act for the Series A Holder and (2) the date on which such Series A Holder or proxyholder or authorized person or persons transmitted such telegram, cablegram or electronic transmission. The date on which such telegram, cablegram or electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. No consent given by telegram, cablegram or other electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall be delivered to the corporation by delivery to its registered office in the state of Delaware, its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation's registered office shall be made by hand or by certified or registered mail, return receipt requested. Notwithstanding the foregoing limitations on delivery, consents given by telegram, cablegram or other electronic transmission may be otherwise delivered to the principal place of business of the corporation or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded if, to the extent and in the manner provided by resolution of the board of directors of the corporation. Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing."

A-2

INTERNAP NETWORK SERVICES CORPORATION

PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 14, 2002

        The undersigned hereby appoints EUGENE EIDENBERG and JOHN M. SCANLON, and each of them, as attorneys and proxies of the undersigned, with full power of substitution, to vote all of the shares of stock of Internap Network Services Corporation that the undersigned may be entitled to vote at the annual meeting of Shareholders of Internap Network Services Corporation to be held at the Sheraton Hotel & Towers, 1400 6th Avenue, Seattle, Washington on Tuesday, May 14, 2002 at 9:00 a.m. (local time), and at any and all postponements, continuations and adjournments thereof, with all powers that the undersigned would possess if personally present, upon and in respect of the following matters and in accordance with the following instructions, with discretionary authority as to any and all other matters that may properly come before the meeting.

UNLESS A CONTRARY DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED FOR PROPOSAL 1 AND FOR THE NOMINEES LISTED IN PROPOSAL 2, AS MORE SPECIFICALLY DESCRIBED IN THE PROXY STATEMENT. IF SPECIFIC INSTRUCTIONS ARE INDICATED, THIS PROXY WILL BE VOTED IN ACCORDANCE THEREWITH.

IMPORTANT—Please Date and Sign on the Other Side.