THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Eagle Materials Inc. (EXP)

6/21/2006 Proxy Information

Mr. Dagnan served as Chief Executive Officer of Eagle Materials Inc. from January 1990 through his retirement in July 1999 and as Chairman from January 1990 to January 1994 and December 1997 through his retirement in July 1999. He also served as President from January 1990 through December 1997 and as Senior Vice President of Operations from August 1989 to January 1990.

In connection with the Spin-off, the Company entered into an administrative services agreement with Centex. Under the terms of this agreement, Centex Service Company (“CSC”), a subsidiary of Centex, provided the Company with employee benefits administration, legal, public/investor relations and certain other services. The terms of this agreement ended on December 31, 2005. For fiscal year 2006, the payment by the Company to CSC for services rendered under this agreement was $269,110. Laurence E. Hirsch and Timothy R. Eller, who are present or former directors of the Company, were directors and executive officers of CSC at the time the administrative services agreement was entered into with Centex.

6/27/2005 Proxy Information

In connection with the Spin-off, the Company entered into an administrative services agreement with Centex. Under the terms of this agreement, Centex Service Company (“CSC”), a subsidiary of Centex, provides the Company with employee benefits administration, legal, public/investor relations and certain other services. This agreement has a term expiring on December 31, 2005, unless earlier terminated at the option of the Company. For fiscal year 2005, the payment by the Company to CSC for services rendered under this agreement was $201,000. Laurence E. Hirsch and Timothy R. Eller, who are present or former directors of the Company, were directors and executive officers of CSC at the time the administrative services agreement was entered into with Centex.

Mr. O.G. Dagnan is a former Chief Executive Officer of the Company who retired as an officer and employee of the Company in July 1999, and has had no relationship with the Company since that time (other than his relationship as a director). Mr. Dagnan was granted certain stock options by the Company during the time he served as an executive officer, the last of which were exercised in 2002. Because of the length of time since his retirement from the Company, and in light of the absence of any compensatory or other arrangements between the Company and Mr. Dagnan since the date of his retirement (other than compensation for his services as a director), our board of directors has determined that Mr. Dagnan has no material relationship with the Company.

Mr. Michael R. Nicolais entered into an employment relationship with a company owned by another member of our board of directors, Laurence E. Hirsch, in 2004. In particular, in April 2004, Mr. Nicolais accepted employment as president of Highlander Partners L.P. (“Highlander”), a newly formed private investment partnership of which Mr. Laurence E. Hirsch, a director of the Company, is the sole equity owner. In view of, among other things: (i) the fact that Mr. Nicolais has never served as an officer or employee of the Company or any of its parents or subsidiaries; (ii) the fact that the employment relationship between Mr. Nicolais and Highlander commenced after the completion of the Spin-off and after the date Mr. Hirsch retired as an executive officer and director of Centex, which is a former parent of the Company; (iii) the fact that the investment services to be provided by Mr. Nicolais to Highlander are largely unrelated to the Company (except to the extent that such services may in the future involve investment services relating to shares of our Common Stock held by Mr. Hirsch); and (iv) the board’s belief that Mr. Nicolais is able to act independently from the Company and its management in connection with matters submitted to and considered by our board of directors, our board determined in its business judgment that Mr. Nicolais has no material relationship with the Company.

6/28/2004 Proxy Information

Mr. Dagnan served as Chief Executive Officer of Eagle Materials Inc. from January 1990 through his retirement in July 1999.

Mr. Michael R. Nicolais is a member of our board of directors who recently entered into an employment relationship with a company owned by another member of our board of directors. In particular, in April 2004, Mr. Nicolais accepted employment as president of Highlander Partners L.P. (“Highlander”), a newly formed private investment partnership of which Mr. Laurence E. Hirsch, a director of the Company, is the sole equity owner. In view of, among other things, (i) the fact that Mr. Nicolais has never served as an officer or employee of the Company or any of its parents or subsidiaries, (ii) the fact that the employment relationship between Mr. Nicolais and Highlander commenced after the completion of the Spin-off and after the date Mr. Hirsch retired as an executive officer and director of Centex, (iii) the fact that the investment services to be provided by Mr. Nicolais to Highlander are largely unrelated to the Company (except to the extent that such services may in the future involve investment services relating to shares of our Common Stock held by Mr. Hirsch) and (iv) the board’s belief that Mr. Nicolais is able to act independently from the Company and its management in connection with matters submitted to and considered by our board of directors of the Company, our board determined in its business judgment that Mr. Nicolais has no material relationship with the Company.

Our two classes of Common Stock were created in connection with the spin-off (the “Spin-off”) of the Company from its former parent corporation, Centex Corporation (“Centex”), which was completed on January 30, 2004. Prior to the Spin-off, we had only one class of common stock and Centex owned approximately 65% of the outstanding shares of such class. Given the nature of Centex’s ownership interest in the Company, in order for the Spin-off to be tax-free to Centex and its stockholders, Centex determined that it must own, at the time of the Spin-off, capital stock of the Company having the right to elect at least 85% of the members of our board of directors. In order to enable Centex to meet this requirement, we agreed to reclassify our capital stock immediately prior to the Spin-off so that it consisted of Class A Common Stock and Class B Common Stock. Our stockholders approved this reclassification. Centex then distributed all of the shares of Common Stock owned by it to its stockholders in a single transaction. For additional information regarding the Spin-off and related transactions, we refer you to the proxy statement that we filed with the SEC in connection with the special meeting of our stockholders held to approve the reclassification of our capital stock and certain other matters.

In connection with the Spin-off, the Company entered into certain agreements and consummated certain transactions with Centex. These agreements and transactions include the following:

• The Company, Centex and a subsidiary of Centex entered into a merger agreement which provided, among other things, that the common stock of the Company would be reclassified into Class A Common Stock and Class B Common Stock. This reclassification was consummated on January 30, 2004.

• The Company paid a cash dividend of approximately $113 million to its stockholders, including Centex. Centex received approximately $72 million of this dividend. This dividend was paid on January 29, 2004.

• The Company and Centex entered into a distribution agreement providing for the Spin-off. The Spin-off was consummated on January 30, 2004.

• The Company entered into an administrative services agreement with Centex in connection with the Spin-off. Under the terms of this agreement, Centex Service Company (“CSC”), a subsidiary of Centex, provides the Company with employee benefits administration, legal, public/investor relations and certain other services. This agreement has a term expiring on March 31, 2006, unless earlier terminated at the option of the Company. For the last two months of fiscal year 2004, the payment by the Company to CSC for services rendered under this agreement was $40,369. Laurence E. Hirsch and Timothy R. Eller, who are present or former directors of the Company, were directors and executive officers of CSC at the time the administrative services agreement was entered into with Centex.

For additional information regarding the foregoing agreements and transactions, we refer you to the Company’s definitive proxy material on Schedule 14A, filed with SEC on December 1, 2003.

Until March 2004, the Company also subleased office space at its corporate headquarters from CSC. The lease payments, which totaled $241,233 in fiscal year 2004, represent the Company’s pro-rata share of the master lease payments based on the amount of space subleased by the Company.

Certain of the Company’s subsidiaries in the readymix concrete and wallboard businesses, from time to time, sell their respective products directly to a subsidiary of Centex. Although the Company does not track the volume of sales to subsidiaries of Centex, the Company believes that such sales account for less than five percent of its total sales volume.