THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Lifetime Brands, Inc. (LCUT)

5/1/2006 Proxy Information

On April 6, 1984, pursuant to the Company’s 1984 Stock Option Plan, which has since been terminated, the Company issued options to Milton L. Cohen, Jeffrey Siegel and Craig Phillips, then the Company’s officers and directors. On December 17, 1985, these individuals exercised their options and the following table reflects the respective numbers of shares issued, the aggregate purchase prices, average prices per share and methods of payment. (See page 24 of proxy for table).

The promissory notes issued by Messrs. Cohen, Siegel and Phillips all bear interest at the rate of 9% per annum, were secured by the individuals’ respective shares and were originally due and payable on December 17, 1995. From time to time the due dates of the notes have been extended and, in December 2000, the Company extended the due dates of each of the notes to December 31, 2005. The interest has been paid each year when due. The notes issued by Messrs. Siegel and Phillips were repaid as of December 31, 2005.

As of April 6, 2001, the promissory note issued by Mr. Cohen was canceled and replaced by a new promissory note in the principal amount of $855,777 (representing the principal amount of $422,208 of the promissory note referred to above and $433,569 of other amounts owed by Mr. Cohen to the Company) bearing interest at the rate of 4.85% per annum, payable in 20 equal quarterly installments (principal and interest combined) of $48,404 on the last day of June, September, December and March of each year commencing June 30, 2001. As of December 31, 2005, Mr. Cohen owed $47,824 on the promissory note.

Mr. Cohen entered into a consulting agreement with the Company, dated as of April 6, 2001, pursuant to which the Company retained Mr. Cohen as a consultant to it for a period of 5 years. Pursuant to this consulting agreement, the Company pays to Mr. Cohen a fee of $440,800 per year, payable in equal monthly installments of $36,733.33. Pursuant to the terms of this consulting agreement, the Company granted to Mr. Cohen an option to purchase 40,000 shares of the Company’s common stock, effective April 6, 2001. The consulting agreement also contains restrictive covenants preventing Mr. Cohen from competing with the Company during the term of the agreement and for a period of five years thereafter.

Mr. Siegel, the Company’s Chairman of the Board of Directors, Chief Executive Officer and President, had an outstanding loan from the Company, due to over advances of bonuses in years 1999 and 2000. The outstanding loan balance of $94,054 at December 31, 2002 was fully repaid by Mr. Siegel during 2003.

On October 1, 2002, the Company entered into a consulting agreement with Ronald Shiftan, one of the Company’s directors. The term of the consulting agreement was for a period of one year, which automatically renewed for additional one-year periods unless terminated by either party by providing written notice of such termination to the other party at least thirty days prior to the expiration of the initial or additional term then in effect. Compensation was paid to Mr. Shiftan under this consulting agreement at a rate of $30,000 per month. In April 2005, the Company awarded Mr. Shiftan a bonus of $100,000 for his work as a consultant during 2004. Effective November 2004, with Mr. Shiftan becoming the Company’s Vice Chairman and Chief Operating Officer, the consulting agreement was terminated.

Certain relatives of Jeffrey Siegel, the Chairman of the Company’s Board of Directors, Chief Executive Officer and President and the beneficial owner of 9.14% of the outstanding shares of the Company’s Common Stock, are employed by the Company or are retained by the Company to render services on behalf of it.

Evan Miller, a son-in-law of Milton Cohen, is employed by the Company as President of Sales and Executive Vice President. His compensation is discussed under “Executive Compensation”.

Craig Philips, a cousin of Jeffrey Siegel, is employed by the Company as Senior Vice-President—Distribution and Secretary and is a Director. His total compensation in 2005 was $365,623.

Daniel Siegel, a son of Jeffrey Siegel, is employed by the Company as a Senior Vice-President—Sales. His total compensation in 2005 was $461,553.

James Wells, a son-in-law of Jeffrey Siegel and the husband of Tracy Wells, is employed by the Company as a Senior Vice-President—Sales. His total compensation in 2005 was $446,509.

Stuart Glickman, a son-in-law of Milton Cohen, is employed by the Company as Vice President—National Sales Manager. His total compensation in 2005 was $272,693.

Clifford Siegel, a son of Jeffrey Siegel, is employed by the Company as Vice-President—Inventory Forecasting & Replenishment. His total compensation in 2005 was $230,000.

Scott Wit, a son-in-law of Jodie Glickman, is employed by the Company as a Regional Sales Manager. His total compensation in 2005 was $90,000.

Tracy Wells, a daughter of Jeffrey Siegel and the wife of James Wells, from time-to-time provides legal services to the Company’s outlet stores division. She was paid a total of $12,060 in legal fees during 2005.