THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

CRT Properties, Inc. (CRO)

4/18/2005 Proxy Information

David B. Hiley previously served as Executive Vice President and Chief Financial Officer of CRT Properties, Inc. from April 1998 to March 2000.

Victor A. Hughes served as Chief Executive Officer of CRT until March 2000 and is a former President, Chief Financial Officer, Senior Vice President and Assistant Secretary of CRT.

On January 15, 2004, the Company, through a newly formed subsidiary, acquired all of the partnership interests in Broward Financial Center in downtown Fort Lauderdale, Florida in a joint venture with an affiliate of Investcorp Properties Limited of New York (“Investcorp”), for approximately $60.1 million. Investcorp has a 30% interest in the joint venture. The Company’s total investment in this joint venture is $5.1 million including closing costs and fees. Mr. Crocker, our Chief Executive Officer, had a 50% ownership interest in entities which owned approximately 14% of the selling partnership. These entities contributed their partnership interests to the newly formed joint venture in exchange for 97,948 limited partnership units, which can be redeemed or exchanged for an equal number of shares in the Company. The transaction was approved by the independent directors and the pricing terms were determined by Investcorp.

Officer Loans. In conjunction with the Company’s plan to repurchase up to 2.65 million shares of common stock in February 2000, the Company entered into an agreement to, from time to time, loan to Mr. Crocker, our Chief Executive Officer, and Mr. Onisko, our former Chief Financial Officer, certain amounts in connection with their purchase of up to 500,000 shares and 150,000 shares, respectively, of our common stock. For purchases consummated pursuant to our 1998 Equity and Cash Incentive Plan, we agreed to advance up to 100% of the purchase price of the shares. For purchases consummated in the open market or pursuant to the repurchase plan, we agreed to advance up to 50% of the purchase price of the shares. Each officer’s loan was collateralized by any shares purchased by the officer under the agreement. Aside from the officer’s equity interest in the purchased shares, we had limited or no personal recourse against the officer for the principal amount of any outstanding loan balance. Under the terms of the plan, the officers were personally obligated to make any and all interest payments. Each loan bore interest at 150 basis points over the applicable LIBOR rate, and was payable quarterly. The outstanding principal amount of each loan and all accrued but unpaid interest was due on the earlier of (i) February 17, 2010 or (ii) the second anniversary of the relevant officer’s termination for cause. During the year ended December 31, 2004, Mr. Crocker made interest payments of $60,481 and Mr. Onisko made interest payments of $35,647.

As of July 1, 2004, Mr. Crocker had purchased 320,370 shares under the plan and the aggregate outstanding principal balance of his loans was approximately $3,800,000. On July 16, 2004, the Company and Mr. Crocker entered into a definitive agreement whereby: (1) Mr. Crocker agreed to repay the outstanding loans and terminate his rights to future loans; (2) the Company agreed to make a one time payment of $540,000 to Mr. Crocker as additional compensation to defray a portion of the costs and expenses incurred by Mr. Crocker in connection with his negotiation of the agreement with the Company; and (3) the Company and Mr. Crocker agreed to co-invest in a joint venture to acquire the Baymeadows Way and Westchase properties, which were acquired during the quarter ended September 30, 2004. The joint venture arrangement between the Company and Mr. Crocker was created in part to effect for the benefit of Mr. Crocker a tax-deferred, like-kind exchange of a hotel in Boca Raton, Florida for the Properties. This arrangement requires the Company to protect Mr. Crocker’s ability to defer recognition of taxable gains through certain restrictions on the Company’s ability to sell or finance the relevant properties.

Mr. Crocker contributed $1.4 million and owns approximately 10% of the joint venture in the form of a limited partnership interest. The one time payment of $540,000 was made to Mr. Crocker on July 30, 2004. Mr. Crocker repaid his outstanding loans in full on July 26, 2004. The arrangements above are described in further detail in a Form 8-K filed by the Company on July 30, 2004.

As of December 31, 2004, Mr. Onisko had purchased 102,490 shares under the plan. On December 27, 2004, Mr. Onisko repaid his outstanding loans in full. However, we have no discretion or termination right under this agreement since our loan to Mr. Onisko was made under the terms of a contract which preceded the Sarbanes-Oxley Act of 2002. Accordingly, Mr. Onisko can purchase more shares under this agreement and request to borrow funds pursuant to the loan agreement to purchase these shares.

Miscellaneous Executive Assistance. In the past, Company employees have provided a minimal amount of routine secretarial and accounting services to our Chief Executive Officer, Tom Crocker. These services will be discontinued in their entirety after 2004 tax returns are completed.

4/28/2004 Proxy Information

On January 15, 2004, the Company, through a newly formed subsidiary DownREIT limited partnership, acquired all of the partnership interests in Broward Financial Center in downtown Fort Lauderdale, Florida in a joint venture with an affiliate of Investcorp Properties Limited of New York (“Investcorp”), for approximately $60.1 million. The newly formed DownREIT limited partnership entered into a joint venture with Investcorp Properties Limited of New York to make the acquisition, and has a 30% interest in the joint venture. The Company’s total investment in this joint venture is $5.1 million including closing costs and fees. The Company’s Chief Executive Officer has a 50% ownership interest in entities which own approximately 14% of the selling partnership. These entities, which the Company’s CEO has an interest in, contributed their partnership interests to the newly formed DownREIT in exchange for 97,948 DownREIT limited partnership units. The transaction was approved by the independent Directors and the pricing terms were determined by Investcorp.

During 2000, the Company entered into a management agreement (the “Agreement”) with Crocker Realty Trust (“CRT”) of which Mr. Crocker was the Chairman of the Board and Chief Executive Officer owning 2.8% of the outstanding CRT shares, Mr. Onisko was the Treasurer and Chief Financial Officer owning 0.2% of the outstanding CRT shares, Mr. Becker was a Vice President owning 0.3% of the outstanding CRT shares, and Mr. Brockwell was a Vice President owning 0.2% of the outstanding CRT shares. The Agreement provided that the Company be paid a management fee for managing the properties of CRT based on the value of CRT’s assets. The Agreement was terminable by either party upon 90 days written notice. During 2003, the Company earned fees totaling $84,000 under the Agreement. The terms of the Agreement were approved by a committee of the Company’s Board of Directors whose members were not affiliated with CRT, and who determined that such terms were similar to those that could be obtained from an unaffiliated third party. The Agreement was terminated in May 2003.

In 2000, the Company entered into stock purchase agreements (“SPA”) whereby it would finance the purchase of up to 500,000 Shares by Mr. Crocker and up to 150,000 Shares by Mr. Onisko. Under the SPAs, the Company was legally committed, before the enactment of the Sarbanes-Oxley Act of 2002 on July 30, 2002, to advance funds for these stock purchases. The Company has no discretion or termination right with respect to its obligations under the SPAs. The Board believes that because the SPAs pre-dated enactment of the Sarbanes-Oxley Act, the SPAs are not prohibited by the Sarbanes-Oxley Act and has been advised by outside counsel to that effect. Nevertheless, the Board is considering alternative compensation arrangements for Mr. Crocker that would replace his SPA. Although Mr. Onisko is no longer employed by the Company, the Company is still obligated to advance funds to him under this agreement.

At December 31, 2003, the Company had loans outstanding to Mr. Crocker of $3,799,774 (of which $3,172,694 is non-recourse) and to Mr. Onisko of $1,291,954 (of which $1,076,584 is non-recourse) in connection with their purchase of Shares pursuant to their SPAs, all of which was borrowed prior to June 30, 2002. The above indebtedness is secured by a pledge of the Shares purchased and bears interest at a rate of 150 basis points over the applicable LIBOR rate. Interest is paid quarterly and is current under this indebtedness. In 2000, Messrs. Crocker and Onisko acquired 302,495 Shares and 100,831 Shares, respectively, under the SPAs. In 2002, Messrs. Crocker and Onisko acquired 17,875 Shares and 1,659 Shares, respectively, under the SPAs. Neither Mr. Crocker nor Mr. Onisko purchased Shares under the SPAs in 2001 or 2003. For fiscal 2003, Mr. Crocker paid $114,860 and Mr. Onisko paid $37,522 in interest pursuant to their SPAs.

Mr. Hughes served as Chief Executive Officer of CRT Properties, Inc. until March 2000.

Mr. Hiley previously served as Executive Vice President and Chief Financial Officer of CRT Properties, Inc. from April 1998 to March 2000.