THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Acxiom Corporation (ACXM)

6/24/2005 Proxy Information

Under a 1992 data center management agreement between Acxiom and TransUnion LLC, Acxiom (through a subsidiary, Acxiom CDC, Inc.) acquired all of TransUnion's interest in its Chicago data center and agreed to provide TransUnion with various data center management services. The term of the agreement, which was renegotiated in 2004, expires in 2010. In addition to the data center management agreement, TransUnion and Acxiom have entered into other agreements relating to data, software, consulting and other services, and joint marketing of products and services. In the past fiscal year, we received approximately $96.0 million in revenue from TransUnion and made payments to TransUnion in the amount of approximately $19.4 million pursuant to the various contracts. For the current year, we anticipate that similar amounts will be received from and paid to TransUnion. In connection with both the 1992 agreement and the recently renegotiated data center management agreement, we agreed to use our best efforts to cause one person designated by TransUnion to be elected to our Board of Directors. TransUnion designated its CEO and President, Harry C. Gambill, who has served on the Acxiom board since 1992 and is a nominee for election at the 2005 annual stockholders meeting.

Acxiom paid BMC Media, Inc. ("BMC") approximately $131,000 during the past fiscal year in commissions. BMC is controlled by F.B. McLarty, the brother of one of Acxiom's board members, Thomas F. (Mack) McLarty, III. In 2001 and 2002, F.B. McLarty assisted with obtaining new contracts for Acxiom with several customers in the travel and entertainment business. Other than the obligation to pay commissions to BMC on these contracts, there are no current agreements in place between Acxiom and either of the McLarty's. Mack McLarty is not a stockholder, director or employee of BMC and receives no personal benefit from the commissions paid to BMC. The amount to be paid to BMC in the current fiscal year will be determined by the amount of revenue, if any, realized from the previously-acquired customer contracts.

We have contracts with the University of Arkansas at Little Rock (UALR) pursuant to which we provide funding for research projects done by UALR personnel. We also make charitable contributions to UALR. Dr. Mary Good, who is a director, is employed by UALR as its Dean of the College of Information Science and Systems Engineering. She is not personally the recipient of any Acxiom funding. The total amount paid to UALR in the past fiscal year was approximately $226,000, which is less than half of 1% of UALR's total annual revenues. We expect to pay a similar amount to UALR in the current fiscal year.

We have several reseller agreements in place with Cognitive Data, Inc. ("CDI"). CDI's president and majority shareholder is the son-in-law of Company Leader Charles Morgan. The agreements allow CDI to resell our products for standard commissions and reseller discounts. During the past fiscal year, CDI paid approximately $812,000 to Acxiom under the various agreements. We expect to receive approximately $600,000 from CDI in the

Acxiom is a corporate sponsor of a celebrity race truck in the NASCAR Craftsman Truck Series. In the past fiscal year, the amount of the sponsorship was $975,000, and in the current year the amount to be paid is $625,000. Per the sponsorship agreement, the Acxiom brand is displayed on the sponsored race vehicles, drivers' uniforms, transporter vehicles, press kits, and NASCAR collectibles offered to the public, and hospitality services are made available for Acxiom customers at race events. The sponsorship agreement is with Morgan-Dollar Motorsports, LLC ("MDM"), 51% of which was owned by RM Promotions, LLC ("RMP") until December 2004. Rob Morgan, the son of Charles Morgan, was the majority owner and an employee of RMP until January 2004. At the present time, neither Charles Morgan nor Rob Morgan has any direct or indirect ownership interest in MDM. MDM is currently indebted to RMP in the amount of $1.04 million, payable by December 31, 2006. In addition, Rob Morgan has guaranteed a promissory note owed by MDM to a bank in the current principal amount of $300,000. MDM was previously indebted to Charles Morgan in the amount of $470,000. Mr. Morgan forgave that debt in the past fiscal year in exchange for an agreement by MDM to pay Mr. Morgan commissions in the amount of 5% of any new sponsorships (excluding the Acxiom sponsorship) acquired by MDM in 2005 and 2006. To date, no commissions have been paid.

Acxiom leases an aircraft from MorAir, Inc., a corporation owned by Charles Morgan. The average monthly payment made in the past fiscal year was approximately $75,000, which includes the lease payments, maintenance and insurance. Total payments under the lease are expected to remain the same in the current fiscal year. The term of the lease expires in August 2006.

6/25/2004 Proxy Information

Under a 1992 data center management agreement between Acxiom and TransUnion LLC, Acxiom (through a subsidiary, Acxiom CDC, Inc.) acquired all of TransUnion's interest in its Chicago data center and agreed to provide TransUnion with various data center management services. The current term of the agreement expires in 2005. In addition to the data center management agreement, TransUnion and Acxiom have entered into other agreements relating to data, software, consulting and other services, and joint marketing of products and services. In the past fiscal year, we received approximately $74.1 million in revenue from TransUnion and made payments to TransUnion in the amount of approximately $10.8 million pursuant to the various contracts between us. In connection with the 1992 data center management agreement, we agreed to use our best efforts to cause one person designated by TransUnion to be elected to our Board of Directors. TransUnion designated its CEO and President, Harry C. Gambill, who was appointed to fill a vacancy on the Board in November 1992 and was elected by the stockholders at the 1993 annual meeting. He was elected to serve additional terms at the 1996, 1999 and 2002 annual meetings. Under a second letter agreement, executed in 1994 in connection with an amendment to the 1992 agreement which continued the then-current term through 2002, Acxiom agreed to use its best efforts to cause two people designated by TransUnion to be elected to our Board of Directors. In addition to Mr. Gambill, TransUnion designated Robert A. Pritzker, an executive officer of Marmon Industrial Corporation, who joined the Board in October 1994. Mr. Pritzker resigned from the Board in May 2000 to attend to other business obligations. While these undertakings by Acxiom are in effect until the end of the current term of the agreement (2005), Acxiom has been notified that TransUnion does not presently intend to designate another individual to serve as director. In addition to the various other agreements between Acxiom and TransUnion, Acxiom has acquired several small businesses from TransUnion in the past. (See note 3 to the financial statements contained in the Annual Report.)

During a portion of the past fiscal year we had a consulting agreement with General Wesley K. Clark, who served on our Board of Directors from December 2001 until he announced his candidacy for president of the United States in September 2003. Upon his announcement to run for office, our agreement with General Clark was terminated and he subsequently resigned from our Board. While he was on the Board, General Clark served as a consultant to us in connection with our pursuit of contracts with various government agencies. We paid General Clark approximately $70,000 for his services during the past fiscal year.

Under a former agreement with McLarty Management Company, Inc. ("MMC"), of which one of our outside directors, Thomas F. (Mack) McLarty, III, is Chairman and CEO, Acxiom paid MMC a total of approximately $42,000 during the past fiscal year, which amount represented commissions due on revenue resulting from contracts procured on behalf of Acxiom by MMC in 2001 - 2002. Under the agreement, which was terminated by Acxiom in December 2002, MMC, primarily through the services of Mr. F.B. McLarty, the brother of Mack McLarty, assisted us with the development of clients in the travel and entertainment industry. In December 2002, MMC assigned its rights under the former agreement to BMC Media, Inc. ("BMC"), a company controlled solely by F.B. McLarty. Also in December 2002, we entered into a new agreement with BMC for the payment of future commissions through 2007 based on the consulting services MMC provided under the prior agreement. Acxiom paid BMC a total of approximately $95,000 during the past fiscal year in commissions. The amount to be paid in the current fiscal year will be determined by the amount of revenue realized from contracts with the clients previously obtained by MMC.

We have contracts with the University of Arkansas at Little Rock (UALR) pursuant to which we provide funding for research projects done by UALR personnel. We also make charitable contributions to UALR. Dr. Mary Good, who has been nominated to serve as a director, is employed by UALR as its Dean of the College of Information Science and Systems Engineering. She is not personally the recipient of any Acxiom funding. The total amount paid to UALR in the past year was approximately $272,000, which is less than half of 1% of UALR's total annual revenues. We expect to pay a similar amount to UALR in the current year.

We have several reseller agreements in place with Cognitive Data, Inc. ("CDI"). CDI's president and majority shareholder is the son-in-law of Company Leader Charles Morgan. The agreements allow CDI to resell our products for standard commissions and reseller discounts. A dispute arose in 2002 based on an alleged processing error by Acxiom which CDI claimed had caused damage to its clients. Acxiom claimed that CDI had fallen behind in its payments for processing services which had been satisfactorily performed. A settlement was negotiated in March 2003 whereby CDI agreed to pay outstanding invoices totaling $858,000 to us by March 31, 2004. Payments totaling $410,000 were made. In the interim, CDI continued to purchase products from us for resale to CDI's clients. Those purchases, coupled with the remaining balance on the 2003 settlement agreement, resulted in an aggregated balance of $1,172,770 at March 31, 2004. On April 9, 2004, an amendment to the 2003 settlement agreement was made whereby CDI agreed to repay its outstanding balance plus 5% interest in six installments by March 31, 2005. As security, CDI assigned to Acxiom its share of revenue from a prospective joint client to the extent necessary to repay the outstanding balance owed, and agreed to grant us a perpetual, world-wide, royalty-free license to all of CDI's software, technology, and process flows in the event CDI breaches the settlement agreement.

Acxiom is a corporate sponsor of a celebrity race truck in the NASCAR Craftsman Truck Series. The 2003 sponsorship agreement was with RM Promotions, LLC ("RMP"). Rob Morgan, an employee and majority owner of RMP, is the son of Charles Morgan, who held a minority interest in RMP until January 1, 2004. The 2004 sponsorship agreement is with Morgan-Dollar Motorsports, LLC ("MDM"), 51% of which is owned by RMP. As of January 1, 2004, Charles Morgan held no ownership interest in either RMP or MDM. In exchange for the race sponsorship fees, the Acxiom brand is displayed on the sponsored race vehicles, drivers' uniforms, transporter vehicles, press kits, and NASCAR collectibles offered to the public, and hospitality services are made available for Acxiom clients at race events. The sponsorship fee paid to RMP in the prior year was $1,500,000, and the amount to be paid to MDM in the current year is $975,000.

Acxiom leases an aircraft from MorAir, Inc., a corporation owned by Charles Morgan. The average monthly payment made in the past fiscal year was approximately $58,000, plus maintenance and insurance. The term of this aircraft lease expires in August 2006. Payments under the lease are expected to average $75,000 per month, plus maintenance and insurance, in the current fiscal year. The terms of this lease are comparable to those that could have been obtained from an unrelated third party.

6/18/2003 Proxy Information

Acxiom is the primary corporate sponsor of a race truck in the 2003 NASCAR Craftsman Truck Series. The sponsorship agreement is with RM Promotions, LLC ("RMP"). Rob Morgan, an employee and majority owner of RMP, is the son of Company Leader Charles Morgan, who has a minority interest in RMP. Under the agreement, RMP provides hospitality services and facilities for Acxiom customers and promotes Acxiom products and services at NASCAR events. The sponsorship fee paid by Acxiom to RMP in the prior year was $1,000,000, and the fee to be paid in the current year is $1,500,000.

Acxiom leases an aircraft from MorAir, Inc., a corporation controlled by Charles Morgan. The average monthly payment made in the past fiscal year was approximately $58,000, plus maintenance and insurance. The term of this aircraft lease expires in August 2006. The terms of the lease have been found by the Board of Directors to be as good or better than those which could have been obtained from an unrelated third party.

Acxiom has several reseller agreements in place with Cognitive Data, Inc. ("CDI"). CDI's president and majority shareholder is Rod Ford, who is the son-in-law of Charles Morgan. The agreements provide that CDI will resell Acxiom's products for standard commissions and reseller discounts on Acxiom products and services. During the past fiscal year, CDI paid Acxiom approximately $622,000. Under a March 28, 2003 negotiated settlement, Acxiom has restructured CDI's payments owed for past services in exchange for a release of liability in connection with a processing error. Acxiom expects the approximately $858,000 currently owed by CDI to be paid by the end of the current fiscal year.

Under a consulting agreement with McLarty Management Company, Inc. ("MMC"), of which one of our outside directors, Thomas F. (Mack) McLarty, III, is Chairman and CEO, Acxiom paid MMC a total of approximately $174,600 during the past fiscal year in fees, commissions and expense reimbursements. Under the agreement, which was terminated by Acxiom in December 2002, MMC, primarily through the services of Mr. F.B. McLarty, the brother of Mack McLarty, assisted us with the development of clients in the travel and entertainment industry. MMC assigned its rights under the former agreement to BMC Media, Inc. ("BMC"), a company controlled solely by F.B. McLarty. We have entered into a new agreement with BMC for the payment of future commissions based on the consulting services MMC provided under the prior agreement. We anticipate payments to MMC and BMC in the current fiscal year to be at least as much as last year, or higher, depending on whether additional customer contracts are signed as a result of BMC's efforts on our behalf.

During the past fiscal year we had an agreement with an affiliate of Stephens Group, Inc. ("Stephens"), whereby we retained the consulting services of a former Stephens employee who is also one of our board members, General Wesley K. Clark, in connection with our pursuit of contracts with various government agencies. Under the agreement, commissions were payable to the Stephens affiliate on revenue from government contracts attributable to Clark's efforts, which commissions were to be offset against an annual consulting fee of $300,000. As of March 1, 2003, General Wesley K. Clark resigned from Stephens and founded Wesley K. Clark & Associates, a business services and development firm. As of that date we replaced the agreement with the Stephens affiliate with an agreement with Wesley K. Clark & Associates for the consulting services of General Clark. Under the terms of the new agreement, Acxiom will pay Clark an annual retainer of $150,000 plus commissions for new business obtained through Clark's efforts, which commissions will be offset against the retainer.

Under a 1992 data center management agreement between Acxiom and TransUnion LLC, Acxiom (through a subsidiary, Acxiom CDC, Inc.) acquired all of TransUnion's interest in its Chicago data center and agreed to provide TransUnion with various data center management services. The current term of the agreement expires in 2005. In addition to the data center management agreement, TransUnion and Acxiom have entered into other agreements relating to data usage and joint marketing of products and services. In the past fiscal year, Acxiom recognized approximately $71.1 million in revenue from TransUnion and made payments to TransUnion in the amount of approximately $8.4 million pursuant to the various contracts between the parties. In connection with the 1992 data center management agreement, Acxiom agreed to use its best efforts to cause one person designated by TransUnion to be elected to Acxiom's Board of Directors. TransUnion desinated its CEO and President, Harry C. Gambill, who was appointed to fill a vacancy on the Board in November 1992 and was elected by the stockholders at the 1993 annual meeting. He was elected to serve additional terms at the 1996, 1999 and 2002 annual meetings. Under a second letter agreement, executed in 1994 in connection with an amendment to the 1992 agreement which continued the then-current term through 2002, Acxiom agreed to use its best efforts to cause two people designated by TransUnion to be elected to Acxiom's Board of Directors. In addition to Mr. Gambill, TransUnion designated Robert A. Pritzker, an executive officer of Marmon Industrial Corporation, who joined the Board in October 1994. Mr. Pritzker resigned from the Board in May 2000 to attend to other business obligations. While these undertakings by Acxiom are in effect until the end of the current term of the agreement (2005), Acxiom has been notified that TransUnion does not presently intend to designate another individual to serve as director. In addition to the services agreements between Acxiom and TransUnion, Acxiom has recently purchased two businesses from TransUnion. (See note 3 to the financial statements contained in the Annual Report at page F-51.)