THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

(BECN)

1/17/2006 Proxy Information

William Logie, son of Andrew Logie, is employed by us. His 2005 salary and bonus totaled $270,060.

From 1997 to July 2002, Mr. Logie was Chairman, President and Chief Executive Officer of Beacon Roofing. He was Chairman and Chief Executive Officer from July 2002 to March 2003 and became Executive Vice President and Chairman in July 2002.

Executive officers and directors

We lease three buildings for $0.5 million per year from a limited liability company in which Andrew Logie is a member. We believe that the terms of these leases approximate those we would negotiate in arms-length transactions with unrelated third parties.

Relationship with Code Hennessy

In connection with our initial public offering, we entered into a registration rights agreement with Code, Hennessy & Simmons III, L.P. The agreement provides that, at the request of Code Hennessy, we will register under the Securities Act any shares of common stock currently held or later acquired by Code Hennessy for sale in accordance with Code Hennessy’s intended method of disposition. Code Hennessy also has the right to include the shares of our common stock that it holds in registrations of common stock that we initiate on our own behalf or on behalf of other stockholders. In connection with the Registration Statement on Form S-3 (Registration No. 333-128919), we paid the fees and expenses (other than underwriting discounts) associated with the sale of shares of common stock by the selling stockholders, including Code, Hennessy & Simmons III, L.P. Redemption of 12% subordinated notes payable to related parties

Upon completion of our initial public offering, we used a portion of the proceeds to redeem the 12% subordinated notes payable to related parties and the associated accrued interest. The following affiliate, director and executive officers owned and had notes redeemed having the principal amounts and accrued interest set forth opposite the names.

Code, Hennessy & Simmons III, L.P. $ 16,235,357

Andrew Logie $ 3,131,992

David Grace $ 224,750

Redemption of warrants

Upon completion of our initial public offering, we used a portion of the proceeds to redeem warrants for a net aggregate purchase price of $34.3 million. The following affiliate, director and executive officers owned and had warrants redeemed for the amounts set forth opposite the names.

Code, Hennessy & Simmons III, L.P. $ 2,891,134

Andrew Logie $ 831,524

David Grace $ 94,011