THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Prestige Brands Holdings, Inc. (PBH)

7/14/2006 Proxy Information

Messrs. Donnini and Hemmer are each principals and/or members of GTCR Golder Rauner, L.L.C. (‘‘GTCR’’) and GTCR Golder Rauner II, L.L.C. (‘‘GTCR II’’). GTCR is the general partner of GTCR Partners VI, L.P., the general partner of GTCR Mezzanine Partners, L.P., the general partner of Capital Partners. GTCR II is the general partner of GTCR Partners VIII, L.P. (‘‘Partners VIII’’) and Co-Invest II. Partners VIII is the general partner of Fund VIII and Fund VIII/B.

Pursuant to law and our governing corporate documents, we advanced to Messrs. Mann and Anderson certain legal fees for representation in connection with the securities class action lawsuit pending against us, Messrs. Mann and Anderson and certain other defendants. In the fiscal year ended March 31, 2006, the expenses we advanced to each of Messrs. Mann and Anderson were less than $60,000. We cannot reasonably estimate the total amount of expenses that may ultimately be advanced to each of Messrs. Mann and Anderson until the conclusion of the securities class action lawsuit.

6/22/2005 Proxy Information

Agreements Relating to Formation of Prestige International Holdings, LLC

The following discussion summarizes various agreements and transactions entered into in connection with the formation and capitalization of Prestige LLC. PBH is the direct parent company of Prestige LLC.

The agreements described below resulted from negotiations between GTCR, its co-investors and management. While the terms and conditions of such agreements may not be identical to those that would have been obtained from negotiations between unaffiliated third parties, we believe the terms and conditions set forth in such agreements are customary for transactions of this type.

Unit Purchase Agreement

Pursuant to the unit purchase agreement entered into among Prestige LLC, GTCR and certain other co-investors, including senior management, in connection with the Medtech acquisition, on February 6, 2004, GTCR and the co-investors acquired a strip of class B preferred units and common units of Prestige LLC for an aggregate purchase price of $102,220,951 and $3,000,000, respectively. In connection with the Bonita Bay acquisition, GTCR and the co-investors purchased 58,179.250 class B preferred units at a price of $1,000 per unit.

This agreement was terminated prior to the completion of our initial public offering.

Limited Liability Company Agreement

Prestige LLC has common units, and under the terms of its limited liability agreement with GTCR, Messrs. Mann, Anderson, Butler, Fink, Millar and Schrank and certain other persons, dated April 6, 2004, has the authority to create and issue senior preferred units, class A preferred units and class B preferred units. Prestige LLC’s securities have the following features:

Š Senior preferred units are entitled to a preferred yield of 8.0% per annum, or 0% per annum if specified sales targets are not met, compounded annually. On any liquidation or other distribution by us, senior preferred unitholders are entitled to an amount equal to their original investment, net of any prior returns of capital, plus any accrued and unpaid preferred yield. We refer to this yield as the “senior preference amount,” because it is paid before any payments may be made to holders of class A preferred units, class B preferred units or common units. Prestige LLC has no senior preferred units outstanding as of March 31, 2005.

Š Class A preferred units are entitled to a preferred yield of 8.0% per annum, compounded quarterly. On any liquidation or other distribution by us, class A preferred unitholders are entitled to an amount equal to their original investment, net of any prior returns of capital, plus any accrued and unpaid preferred yield. We refer to this yield as the “class A preference amount,” because it is paid before any payments may be made to holders of class B preferred units or common units. Prestige LLC has not issued class A preferred units.

Š Class B preferred units are entitled to a preferred yield of 8.0% per annum, compounded quarterly. On any liquidation or other distribution by us, class B preferred unitholders are entitled to an amount equal to their original investment, net of any prior returns of capital, plus any accrued and unpaid preferred yield. We refer to this yield as the “class B preference amount,” because it is paid before any payments may be made to holders of common units. Prestige LLC has no class B preferred units outstanding as of March 31, 2005.

Š Common units represent our common equity. After payment of the senior preference amount, the class A preference amount and the class B preference amount, common unitholders are entitled to any remaining proceeds, pro rata, of any liquidation or other distribution by us. All outstanding common units of Prestige LLC are held by the Company.

Prestige LLC became our wholly owned subsidiary in connection with the corporate reorganization, which occured prior to the completion of our initial public offering.

Securityholders Agreement

With the exception of the former holders of senior preferred units, which holders were a party to the senior preferred investor rights agreement, each former securityholder of Prestige LLC prior to our initial public offering, including GTCR and Messrs. Mann, Anderson, Butler, Fink, Millar and Schrank, was a party to the securityholders agreement, dated April 6, 2004. Pursuant to the securityholders agreement of Prestige LLC, units of Prestige LLC beneficially owned by the securityholders of Prestige LLC were generally subject to restrictions on transfer, other than exempt transfers described in the securityholders agreement.

This agreement was terminated prior to the completion of our initial public offering.

Registration Rights Agreement

Under Prestige LLC’s registration rights agreement with GTCR, Messrs. Mann, Anderson, Butler, Fink, Millar and Schrank and certain other persons, the holders of a majority of the investor registrable securities, as defined in the registration rights agreement, have the right at any time, subject to specified conditions, to request Prestige LLC, any corporate successor or any subsidiary, to register any or all of their securities under the Securities Act on Form S-1, which we refer to as a “long-form registration,” or on Form S-2 or Form S-3, which we refer to as a “short-form registration,” at Prestige LLC’s expense. In addition, following an initial public offering by Prestige LLC, subject to specified conditions, the holders of a majority of the TCW/Crescent registrable securities, as defined in the registration rights agreement, have the right to request one short-form registration at Prestige LLC’s expense. Prestige LLC is not required, however, to effect any long-form registration within 90 days after the effective date of a previous long-form registration or a previous registration in which the holders of registrable securities were given the piggyback rights described in the following sentence, without any reduction. At Prestige LLC’s expense, all holders of registrable securities are entitled to the inclusion of such securities in any registration statement used by Prestige LLC to register any offering of its equity securities, other than pursuant to a registration requested by holders of a majority of the investor registrable securities or holders of a majority of TCW/Crescent registrable securities, an initial public offering of Prestige LLC’s equity securities or a registration on Form S-4 or Form S-8. With the exception of the holders of senior preferred units, each securityholder of Prestige LLC is a party to the registration rights agreement.

Professional Services Agreement

Under the professional services agreement, dated April 6, 2004, between Prestige LLC and GTCR, Prestige LLC engaged GTCR as a financial and management consultant. During the term of its engagement, GTCR agreed to consult on business and financial matters, including corporate strategy, budgeting of future corporate investments, acquisition and divestiture strategies and debt and equity financings for an annual management fee of $4 million.

This agreement was terminated prior to the completion of our initial public offering.

Exchange Agreement

In connection with the reorganization prior to our initial public offering, we entered into an Exchange Agreement with Prestige LLC and each of the holders of common units of Prestige LLC, including GTCR, Messers. Mann, Anderson, Butler, Fink, Millar and Schrank and certain other persons, pursuant to which such holders transferred to us an aggregate of 58,109,786 common units, representing all of Prestige LLC’s outstanding common units, in exchange for 26,666,667 shares of our common stock. Under the Exchange Agreement, so long as GTCR and the TCW investors (as defined therein) hold at least ten percent of the common stock they respectively held after completion of our initial public offering, we are required to provide them:

Š monthly and annual balance sheets and statements of income and cash flows;

Š reports, management letters or other information concerning significant aspects of our operations or financial affairs that we provide to our independent accountants;

Š thirty days prior to the beginning of each fiscal year, an annual budget for such fiscal year;

Š prompt notice of the occurrence of specified material events, including, contract defaults, legal proceedings, casualty events or similar losses, changes in the conduct of our business, changes in any accounting procedures, practices or bases of accounting and any other transaction, event or circumstance that may have a material adverse effect on us; and

Š any other information and financial data that they may reasonably request.

Notwithstanding the foregoing, in the event that either GTCR or the TCW investors requests not to receive the foregoing statements, reports, documents or other information, we have agreed to not deliver such information to them for the period indicated in their request.

In addition, we have agreed:

Š to file all reports required to be filed under the Securities Act and the Exchange Act and take such further actions as the GTCR investors or the TCW investors may reasonably request to enable them to sell shares of common stock pursuant to Rule 144 or a registration statement on Form S-2 or S-3;

Š not to make any public announcements with respect to the GTCR investors or the TCW investors without their prior consent, unless such disclosure is required by law, in which case we must provide them with an opportunity to review and comment on the content of such disclosure;

Š to provide the GTCR investors and the TCW investors any information necessary for any filings they must make under the Hart-Scott-Rodino Antitrust Improvements Act of 1976;

Š to cause our independent accountants to conduct additional procedures with respect to our compensation, expense reimbursement and related party transaction practices, at the request of the GTCR investors; and

Š not to issue or grant any stock-based compensation to our executive officers without the prior consent of the GTCR investors, provided that the GTCR investors hold at least 50% of the common stock they held after the completion of this offering.

Agreements Relating to Formation of Prestige International Holdings, LLC

The following discussion summarizes various agreements and transactions entered into in connection with the formation and capitalization of Prestige LLC. PBH is the direct parent company of Prestige LLC.

The agreements described below resulted from negotiations between GTCR, its co-investors and management. While the terms and conditions of such agreements may not be identical to those that would have been obtained from negotiations between unaffiliated third parties, we believe the terms and conditions set forth in such agreements are customary for transactions of this type.

Unit Purchase Agreement

Pursuant to the unit purchase agreement entered into among Prestige LLC, GTCR and certain other co-investors, including senior management, in connection with the Medtech acquisition, on February 6, 2004, GTCR and the co-investors acquired a strip of class B preferred units and common units of Prestige LLC for an aggregate purchase price of $102,220,951 and $3,000,000, respectively. In connection with the Bonita Bay acquisition, GTCR and the co-investors purchased 58,179.250 class B preferred units at a price of $1,000 per unit.

This agreement was terminated prior to the completion of our initial public offering.

Limited Liability Company Agreement

Prestige LLC has common units, and under the terms of its limited liability agreement with GTCR, Messrs. Mann, Anderson, Butler, Fink, Millar and Schrank and certain other persons, dated April 6, 2004, has the authority to create and issue senior preferred units, class A preferred units and class B preferred units. Prestige LLC’s securities have the following features:

Š Senior preferred units are entitled to a preferred yield of 8.0% per annum, or 0% per annum if specified sales targets are not met, compounded annually. On any liquidation or other distribution by us, senior preferred unitholders are entitled to an amount equal to their original investment, net of any prior returns of capital, plus any accrued and unpaid preferred yield. We refer to this yield as the “senior preference amount,” because it is paid before any payments may be made to holders of class A preferred units, class B preferred units or common units. Prestige LLC has no senior preferred units outstanding as of March 31, 2005.

Š Class A preferred units are entitled to a preferred yield of 8.0% per annum, compounded quarterly. On any liquidation or other distribution by us, class A preferred unitholders are entitled to an amount equal to their original investment, net of any prior returns of capital, plus any accrued and unpaid preferred yield. We refer to this yield as the “class A preference amount,” because it is paid before any payments may be made to holders of class B preferred units or common units. Prestige LLC has not issued class A preferred units.

Š Class B preferred units are entitled to a preferred yield of 8.0% per annum, compounded quarterly. On any liquidation or other distribution by us, class B preferred unitholders are entitled to an amount equal to their original investment, net of any prior returns of capital, plus any accrued and unpaid preferred yield. We refer to this yield as the “class B preference amount,” because it is paid before any payments may be made to holders of common units. Prestige LLC has no class B preferred units outstanding as of March 31, 2005.

Š Common units represent our common equity. After payment of the senior preference amount, the class A preference amount and the class B preference amount, common unitholders are entitled to any remaining proceeds, pro rata, of any liquidation or other distribution by us. All outstanding common units of Prestige LLC are held by the Company.

Prestige LLC became our wholly owned subsidiary in connection with the corporate reorganization, which occured prior to the completion of our initial public offering.

Securityholders Agreement

With the exception of the former holders of senior preferred units, which holders were a party to the senior preferred investor rights agreement, each former securityholder of Prestige LLC prior to our initial public offering, including GTCR and Messrs. Mann, Anderson, Butler, Fink, Millar and Schrank, was a party to the securityholders agreement, dated April 6, 2004. Pursuant to the securityholders agreement of Prestige LLC, units of Prestige LLC beneficially owned by the securityholders of Prestige LLC were generally subject to restrictions on transfer, other than exempt transfers described in the securityholders agreement.

This agreement was terminated prior to the completion of our initial public offering.

Registration Rights Agreement

Under Prestige LLC’s registration rights agreement with GTCR, Messrs. Mann, Anderson, Butler, Fink, Millar and Schrank and certain other persons, the holders of a majority of the investor registrable securities, as defined in the registration rights agreement, have the right at any time, subject to specified conditions, to request Prestige LLC, any corporate successor or any subsidiary, to register any or all of their securities under the Securities Act on Form S-1, which we refer to as a “long-form registration,” or on Form S-2 or Form S-3, which we refer to as a “short-form registration,” at Prestige LLC’s expense. In addition, following an initial public offering by Prestige LLC, subject to specified conditions, the holders of a majority of the TCW/Crescent registrable securities, as defined in the registration rights agreement, have the right to request one short-form registration at Prestige LLC’s expense. Prestige LLC is not required, however, to effect any long-form registration within 90 days after the effective date of a previous long-form registration or a previous registration in which the holders of registrable securities were given the piggyback rights described in the following sentence, without any reduction. At Prestige LLC’s expense, all holders of registrable securities are entitled to the inclusion of such securities in any registration statement used by Prestige LLC to register any offering of its equity securities, other than pursuant to a registration requested by holders of a majority of the investor registrable securities or holders of a majority of TCW/Crescent registrable securities, an initial public offering of Prestige LLC’s equity securities or a registration on Form S-4 or Form S-8. With the exception of the holders of senior preferred units, each securityholder of Prestige LLC is a party to the registration rights agreement.

Professional Services Agreement

Under the professional services agreement, dated April 6, 2004, between Prestige LLC and GTCR, Prestige LLC engaged GTCR as a financial and management consultant. During the term of its engagement, GTCR agreed to consult on business and financial matters, including corporate strategy, budgeting of future corporate investments, acquisition and divestiture strategies and debt and equity financings for an annual management fee of $4 million.

This agreement was terminated prior to the completion of our initial public offering.

Exchange Agreement

In connection with the reorganization prior to our initial public offering, we entered into an Exchange Agreement with Prestige LLC and each of the holders of common units of Prestige LLC, including GTCR, Messers. Mann, Anderson, Butler, Fink, Millar and Schrank and certain other persons, pursuant to which such holders transferred to us an aggregate of 58,109,786 common units, representing all of Prestige LLC’s outstanding common units, in exchange for 26,666,667 shares of our common stock. Under the Exchange Agreement, so long as GTCR and the TCW investors (as defined therein) hold at least ten percent of the common stock they respectively held after completion of our initial public offering, we are required to provide them:

Š monthly and annual balance sheets and statements of income and cash flows;

Š reports, management letters or other information concerning significant aspects of our operations or financial affairs that we provide to our independent accountants;

Š thirty days prior to the beginning of each fiscal year, an annual budget for such fiscal year;

Š prompt notice of the occurrence of specified material events, including, contract defaults, legal proceedings, casualty events or similar losses, changes in the conduct of our business, changes in any accounting procedures, practices or bases of accounting and any other transaction, event or circumstance that may have a material adverse effect on us; and

Š any other information and financial data that they may reasonably request.

Notwithstanding the foregoing, in the event that either GTCR or the TCW investors requests not to receive the foregoing statements, reports, documents or other information, we have agreed to not deliver such information to them for the period indicated in their request.

In addition, we have agreed:

Š to file all reports required to be filed under the Securities Act and the Exchange Act and take such further actions as the GTCR investors or the TCW investors may reasonably request to enable them to sell shares of common stock pursuant to Rule 144 or a registration statement on Form S-2 or S-3;

Š not to make any public announcements with respect to the GTCR investors or the TCW investors without their prior consent, unless such disclosure is required by law, in which case we must provide them with an opportunity to review and comment on the content of such disclosure;

Š to provide the GTCR investors and the TCW investors any information necessary for any filings they must make under the Hart-Scott-Rodino Antitrust Improvements Act of 1976;

Š to cause our independent accountants to conduct additional procedures with respect to our compensation, expense reimbursement and related party transaction practices, at the request of the GTCR investors; and

Š not to issue or grant any stock-based compensation to our executive officers without the prior consent of the GTCR investors, provided that the GTCR investors hold at least 50% of the common stock they held after the completion of this offering.

Messrs. Donnini and Hemmer are each principals and/or members of GTCR Golder Rauner, L.L.C. (“GTCR”) and GTCR Golder Rauner II, L.L.C. (“GTCR II”). GTCR is the general partner of GTCR Partners VI, L.P., the general partner of GTCR Mezzanine Partners, L.P., the general partner of Capital Partners. GTCR II is the general partner of GTCR Partners VIII, L.P. (“Partners VIII”) and Co-Invest II. Partners VIII is the general partner of Fund VIII and Fund VIII/B. Accordingly Messrs. Donnini and Hemmer may be deemed to beneficially own the shares owned by the GTCR Funds.