THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

SIRVA, Inc. (SIR)

11/30/2005 Proxy Information

Clayton, Dubilier & Rice Fund V Limited Partnership, a Cayman Islands exempted limited partnership ("Fund V"), and Clayton, Dubilier & Rice Fund VI Limited Partnership, a Cayman Islands exempted limited partnership ("Fund VI"), own 23.11% and 9.61% of our outstanding common stock, respectively, as of November 14, 2005. They are private investment funds managed by Clayton, Dubilier & Rice, Inc. ("CD&R").

The general partner of Fund V is CD&R Associates V Limited Partnership, a Cayman Islands exempted limited partnership ("Associates V"). The managing general partner of Associates V is CD&R Investment Associates II, Inc., a Cayman Islands exempted company ("Investment Associates II").

The general partner of Fund VI is CD&R Associates VI Limited Partnership, a Cayman Islands exempted limited partnership ("Associates VI"). The managing general partner of Associates VI is CD&R Investment Associates VI, Inc., a Cayman Islands exempted company ("Investment Associates VI").

Two of our directors, James W. Rogers and Richard J. Schnall, are principals of CD&R, limited partners of Associates V and Associates VI, and stockholders and directors of Investment Associates II and Investment Associates VI.

CD&R is a private investment firm organized as a Delaware corporation. CD&R is the manager of a series of investment funds, including Fund V and Fund VI. CD&R generally assists in structuring, arranging financing for and negotiating the transactions with companies in which the funds it manages invest. After the consummation of such transactions, CD&R generally provides management and financial consulting services to the companies. Such services include helping companies to establish effective banking, legal and other business relationships and assisting management in developing and implementing strategies for improving their operational, marketing and financial performance.

Consulting Agreement. SIRVA, North American Van Lines and CD&R are parties to an Amended and Restated Consulting Agreement, dated as of January 1, 2001, pursuant to which CD&R provides us with financial advisory and management consulting services. CD&R receives a management fee of approximately $1.1 million annually and reimbursement for certain expenses, which we review on an annual basis.

Indemnification Agreement. SIRVA, North American Van Lines, CD&R and Fund V have entered into an Indemnification Agreement, dated as of March 30, 1998, pursuant to which we have agreed to indemnify CD&R, Fund V, any other investment vehicle managed by CD&R, their respective directors, officers, partners, employees, agents and controlling persons, against certain liabilities arising under federal securities laws, liabilities arising out of the performance of the consulting agreement and certain other claims and liabilities.

Corporate Governance Guidelines. We have not adopted formal procedures to specifically protect the interests of our minority stockholders in relation to future transactions with our principal stockholders. However, our board of directors has adopted corporate governance guidelines, which require each director to avoid taking actions or having interests that might result in a conflict of interest with our interests. Each director is required to ethically handle all actual or apparent conflicts of interest between personal and professional relationships, including promptly informing the corporate secretary if such a conflict arises and recusing himself or herself from any discussion or decision affecting his or her personal interests. Accordingly, our directors who are employees of CD&R, will be required to recuse themselves from any discussion or decision regarding any transaction with our principal stockholders. These guidelines do not, by themselves, prohibit transactions with our principal stockholders.

Arrangements with Our Management

Management Loans. Historically, certain members of our and our subsidiaries' management borrowed money from a third party lender to fund their investments in us. North American Van Lines guaranteed loans made by the third-party lender to 16 members of our and our subsidiaries' management, including one of our executive officers. North American Van Lines would have become liable for such amounts in the event that a member of management failed to pay the principal and interest when due. These loans were scheduled to mature in July 2004, except for the loan to one of our executive officers, Todd W. Schorr, which was to mature in May 2004, and bore interest at the prime rate plus 1%. All loans have been repaid. The loan to Mr. Schorr, which was repaid in October 2004, was made prior to the passage of the Sarbanes-Oxley Act. Subsequent to its passage, we adopted a policy prohibiting us and our subsidiaries from making loans to or guaranteeing loans of directors and executive officers. Registration and Participation Agreement

Registration Rights. Each holder of shares of our common stock and options to purchase shares of our common stock, including executive officers and key employees, are entitled to the following registration rights for the shares of common stock held by them or issuable upon exercise of options to purchase our common stock under a Registration and Participation Agreement, dated as of March 30, 1998, among SIRVA, Fund V, and Exel plc, as amended:

holders constituting at least 20% of the total shares of these registrable securities may request that we use our best efforts to register such securities for public resale, and

if we register any common stock at any time, either for our account or for the account of any stockholder, the holders of registrable securities are entitled to request that we use our best efforts to include the number of their shares of common stock, which in the opinion of the underwriters, can be sold.

In most cases, we will bear all registration expenses (other than underwriting discounts), including the fees and expenses of counsel to the selling stockholders. Members of management generally do not have registration rights under the Registration and Participation Agreement for shares of our common stock issued upon exercise of options if we have registered such shares under the Securities Act of 1933, as amended (the "Securities Act").

If we file a registration statement under the Securities Act with respect to a public offering of our common stock, no holders of our common stock prior to such registration are permitted to effect any public sale or distribution of any shares of such stock during the 20 days before and the 180 days after the effective date of the registration statement (other than as part of the public offering).

Other Arrangements

On July 1, 2002, we entered into a ten-year agreement for outsourcing services with Covansys Corporation ("Covansys") and Affiliated Computer Services, Inc. ("ACS") to provide outsourcing services for certain application software development. Covansys is a related party, as approximately 16.6% of its outstanding common stock is owned by Fund VI. Effective November 1, 2005, we entered into a Fourth Amendment to the Agreement for Outsourcing Services. The amended outsourcing agreement, among other items, modifies the service levels provided by Covansys and ACS to us and reduces the monthly amount charged for such services. As a result, the total future commitment to Covansys and ACS will be reduced by $14.7 million to $108.8 million as of the same date. As of December 31, 2004, the remaining total purchase commitment to Covansys was $63.6 million. We paid $9.7 million to Covansys for the year ended December 31, 2004.

4/19/2004 Proxy Information

Investment Funds Managed by Clayton, Dubilier & Rice, Inc.

Overview. Clayton, Dubilier & Rice Fund V Limited Partnership and Clayton, Dubilier & Rice Fund VI Limited Partnership own 39.32% and 16.34% of our outstanding common stock, respectively. They are private investment funds managed by Clayton, Dubilier & Rice, Inc.

The general partner of Clayton, Dubilier & Rice Fund V Limited Partnership is CD&R Associates V Limited Partnership, a Cayman Islands exempted limited partnership. The managing general partner of CD&R Associates V Limited Partnership is CD&R Investment Associates II, Inc., a Cayman Islands exempted company.

The general partner of Clayton, Dubilier & Rice Fund VI Limited Partnership is CD&R Associates VI Limited Partnership, a Cayman Islands exempted limited partnership. CD&R Associates VI Limited Partnership has a general partner, CD&R Investment Associates VI, Inc., a Cayman Islands exempted company.

Two of our directors, James W. Rogers and Richard J. Schnall, are principals of Clayton, Dubilier & Rice, Inc., limited partners of CD&R Associates V Limited Partnership and CD&R Associates VI Limited Partnership, and stockholders and directors of CD&R Investment Associates II, Inc. and CD&R Investment Associates VI, Inc.

Clayton, Dubilier & Rice, Inc. is a private investment firm organized as a Delaware corporation. Clayton, Dubilier & Rice, Inc. is the manager of a series of investment funds, including Clayton, Dubilier & Rice Fund V Limited Partnership and Clayton, Dubilier & Rice Fund VI Limited Partnership. Clayton, Dubilier & Rice, Inc. generally assists in structuring, arranging financing for and negotiating the transactions with companies in which the funds it manages invest. After the consummation of such transactions, Clayton, Dubilier & Rice, Inc. generally provides management and financial consulting services to the companies. Such services include helping companies to establish effective banking, legal and other business relationships and assisting management in developing and implementing strategies for improving their operational, marketing and financial performance.

Consulting Agreement. SIRVA, North American Van Lines and Clayton, Dubilier & Rice, Inc. are parties to an Amended and Restated Consulting Agreement, dated as of January 1, 2001, pursuant to which Clayton, Dubilier & Rice, Inc. provides us with financial advisory and management consulting services. We pay Clayton, Dubilier & Rice, Inc. a management fee of $1.0 million annually, which we review on an annual basis.

Indemnification Agreement. SIRVA, North American Van Lines, Clayton, Dubilier & Rice, Inc. and Clayton, Dubilier & Rice Fund V Limited Partnership have entered into an Indemnification Agreement, dated as of March 30, 1998, pursuant to which we have agreed to indemnify Clayton, Dubilier & Rice, Inc., Clayton, Dubilier & Rice Fund V Limited Partnership, any other investment vehicle managed by Clayton, Dubilier & Rice, Inc., their respective directors, officers, partners, employees, agents and controlling persons, against certain liabilities arising under federal securities laws, liabilities arising out of the performance of the consulting agreement and certain other claims and liabilities.

Corporate Governance Guidelines. We have not adopted formal procedures to specifically protect the interests of our minority stockholders in relation to future transactions with our principal stockholders. However, our board of directors has adopted corporate governance guidelines, which require each director to avoid taking actions or having interests that might result in a conflict of interest with our interests. Each director is required to ethically handle all actual or apparent conflicts of interest between personal and professional relationships, including promptly informing the corporate secretary if such a conflict arises and recusing himself or herself from any discussion or decision affecting his or her personal interests. Accordingly, our directors who are employees of Clayton, Dubilier & Rice, Inc., will be required to recuse themselves from any discussion or decision regarding any transaction with our principal stockholders. These guidelines do not, by themselves, prohibit transactions with our principal stockholders.

Exel plc

Overview. On November 19, 1999, we purchased the Allied and Pickfords businesses from Exel plc pursuant to an Acquisition Agreement, dated as of September 14, 1999. In consideration for the acquisition, we paid Exel $418.1 million in cash and issued to Exel International Holdings (Netherlands 2) BV, formerly known as NFC International Holdings (Netherlands II), an affiliate of Exel, 5,546,263 shares of our common stock, representing approximately 20.0% of our then fully-diluted common stock, 24,500 shares of our junior exchangeable preferred stock, and a warrant to purchase 2,773,116 shares of our common stock. To finance a portion of the purchase price, we incurred a $40.0 million interim loan, a portion of which was repaid with the proceeds of a stock subscription by Exel International Holdings (Netherlands 2) BV. In addition, we entered into various arrangements with Exel to provide each other with various vehicle and real property services and leases or subleases of several pieces of real property. Following the initial public offering of SIRVA common stock in November of 2003, Exel International Holdings (Netherlands 2) BV held 9,075,777 shares of our common stock and warrants to purchase our common stock.

Letter Agreement. In connection with the issuance of 5,546,263 shares of our common stock to Exel International Holdings (Netherlands 2) BV pursuant to the acquisition agreement, we entered into a letter agreement with Exel which gives Exel the right, so long as it and any of its affiliates hold at least 10% of the outstanding shares of our capital stock determined as if all shares issuable under the warrant were issued and outstanding and held by Exel International Holdings (Netherlands 2) BV, to nominate one director to our Board of Directors.

Warrant. The warrant that we issued to Exel International Holdings (Netherlands 2) BV entitles the holder to purchase 2,773,116 shares of our common stock at an exercise price of $12.62 per share. The warrant expires on November 19, 2004 and contains customary anti-dilution protections.

Other Services. In connection with the acquisition of the Allied and Pickfords businesses, Exel and its affiliates agreed to provide certain vehicle and real property services to us. In addition, there are a number of properties in the United Kingdom which are used both for operations of the moving services businesses we acquired and also for operations of other businesses of Exel which Exel retained. Certain subsidiaries of Exel lease or sublease portions of those facilities, which we acquired in connection with the acquisition of the Allied and Pickfords businesses. Similarly, in the case of the shared sites which we acquired in connection with that acquisition, Pickfords Limited leases or subleases to certain Exel entities portions of those facilities for their use. The terms of these leasing and subleasing arrangements range from less than one year to up to fifteen years and are generally at market rents and conditions.

Stock Subscription Agreement. On December 1, 1999, Exel International Holdings (Netherlands 2) BV purchased 1,785,915 shares of our common stock for an aggregate purchase price of $8.0 million pursuant to a Stock Subscription Agreement, dated as of November 19, 1999. The stock subscription agreement imposes certain restrictions on the transfer of the shares of common stock purchased under that agreement. The proceeds of this stock subscription were used to repay a portion of the $40.0 million interim loan we incurred in connection with the acquisition of the Allied and Pickfords businesses.

Arrangements with Our Management

Management Equity Offerings. During 2003, we offered and sold shares of our common stock and granted options to purchase such shares to certain members of our management and the management of our subsidiaries pursuant to the SIRVA, Inc. Stock Incentive Plan and the SIRVA, Inc. Omnibus Stock Incentive Plan. As of December 31, 2003, 286 members of management collectively owned 2,061,235 shares of such stock and had been granted options to purchase 5,873,872 additional shares of such stock pursuant to these management equity offerings.

Management Loans. Certain members of our and our subsidiaries' management borrowed money from a third party lender to fund their investments in us. North American Van Lines guarantees loans in an aggregate principal amount of $1.3 million as of December 31, 2003, made by the third-party lender to 16 members of our and our subsidiaries' management, including one of our executive officers. North American Van Lines would become liable for such amounts in the event that a member of management fails to pay the principal and interest when due. These loans bear interest at the prime rate plus 1.0% and mature in July 2004, with the exception of the loan to one of our executive officers, Todd W. Schorr, which matures in May 2004. These loans include one loan made by the third-party lender and guaranteed by North American Van Lines to Todd W. Schorr. Mr. Schorr borrowed $159,750 to purchase 47,550 shares of our common stock. As of December 31, 2003, Mr. Schorr owed $161,788 to the third-party lender. The loan to our executive officer was made prior to the passage of the Sarbanes-Oxley Act. Subsequent to its passage, we adopted a policy prohibiting us and our subsidiaries from making loans to or guaranteeing loans of executive officers.

Registration and Participation Agreement

Registration Rights. Each holder of shares of our common stock and options to purchase shares of our common stock, including executive officers and key employees, are entitled to the following registration rights for the shares of common stock held by them or issuable upon exercise of options to purchase our common stock under a Registration and Participation Agreement, dated as of March 30, 1998, among SIRVA, Clayton, Dubilier & Rice Fund V Limited Partnership, and Exel plc, as amended:

holders constituting at least 20% of the total shares of these registrable securities may request that we use our best efforts to register such securities for public resale,

if we register any common stock at any time, either for our account or for the account of any stockholder, the holders of registrable securities are entitled to request that we use our best efforts to include the number of their shares of common stock, which in the opinion of the underwriters, can be sold, and

Exel has the right to make two demands that we register all of their registrable securities so long as it and its affiliate own at least 3,666,105 shares of our common stock. In most cases, we will bear all registration expenses (other than underwriting discounts), including the fees and expenses of counsel to the selling stockholders. Members of management generally do not have registration rights under the Registration and Participation Agreement for shares of our common stock issued upon exercise of options if we have registered such shares under the Securities Act of 1933, as amended (the "Securities Act").

If we file a registration statement under the Securities Act with respect to a public offering of our common stock, no holders of our common stock prior to such registration are permitted to effect any public sale or distribution of any shares of such stock during the 20 days before and the 180 days after the effective date of the registration statement (other than as part of the public offering). The registration statement in connection with the initial public offering of our common stock was declared effective by the SEC on November 24, 2003. No holders of our common stock at the time such registration statement was declared effective are permitted to effect any public sale or distribution of any shares of such stock until May 23, 2004, the 181st day following November 24, 2003.

Participation Rights. Exel or an affiliate of Exel has the right to purchase, on a pro rata basis, additional shares of our common stock if Clayton, Dubilier & Rice Fund V Limited Partnership or any other investment vehicle managed by Clayton, Dubilier & Rice, Inc., including Clayton, Dubilier & Rice Fund VI Limited Partnership, subscribes for additional shares of our common stock.

Other Arrangements

On July 1, 2002, we entered into a ten-year purchase commitment with Covansys Corporation and Affiliated Computer Services, Inc. to provide selected outsourcing services for our domestic information systems infrastructure, including data center operations and telecommunications and certain application software development. Covansys Corporation is a related party, as approximately 24.2% of its outstanding common stock is owned by Clayton, Dubilier & Rice Fund VI Limited Partnership. As of December 31, 2003, the remaining total purchase commitment was $159.0 million. We paid $3.0 million and $7.4 million to Covansys for the years ended December 31, 2002 and 2003, respectively.