THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

American Eagle Outfitters, Inc. (AEOS)

5/1/2006 Proxy Information

Jay L. Schottenstein is the brother-in-law of Jon P. Diamond.

Mr. Schottenstein served American Eagle as Chief Executive Officer from March 1992 until December 2002 and prior to that time, he served as a Vice President of American Eagle's predecessors since 1980.

During Fiscal 2004, we entered into an employment agreement with Charles Chupein, son-in-law of James V. O’Donnell. Mr. Chupein’s employment as Vice President and Chief Operating Officer of MARTIN + OSA, our new retail brand began on February 14, 2005. Under this employment agreement, Mr. Chupein was granted 30,000 stock options with an exercise price of $25.55 at the commencement of his employment and received a salary of $235,600 during Fiscal 2005. Additionally, based of the achievement of Fiscal 2005 EPS performance goals, Mr. Chupein received an annual cash bonus of $187,700 and 4,000 shares of performance based restricted stock became fully vested on February 28, 2006. For Fiscal 2006, Mr. Chupein will receive an annual salary of $275,000 and will be eligible to receive an annual cash bonus of $220,000 with the bonus payment contingent on EPS performance goals. Additionally, he was granted 10,100 stock options with an exercise price of $25.47 on February 28, 2006 and is eligible to receive up to 3,100 shares of EPS performance based restricted stock. Mr. Chupein also participates in various compensation and employee benefits plans or arrangements on the same basis as other employees in comparable positions.

5/2/2005 Proxy Information

Jay L. Schottenstein is the brother-in-law of Ari Deshe and Jon P. Diamond

As of March 31, 2005, the Schottenstein-Deshe-Diamond families (the “families”) owned 14% of the outstanding shares of Common Stock of the Company. As long as the families own a substantial portion of the Company’s voting shares, they will have significant influence over any action requiring stockholder approval. The families also own a private company, SSC, which includes a publicly-traded subsidiary, RVI, formerly Value City Department Stores, Inc., and also owned 99% of Linmar Realty Company II (“Linmar Realty”) until June 4, 2004. During Fiscal 2004, the Company implemented a strategic plan to eliminate related party transactions with the families. As a result, the Company did not have any material transactions remaining with the families as of January 29, 2005. The Company believes that the terms of the prior transactions were as favorable to the Company as those that could have been obtained from unrelated third parties. The Company had the following transactions with these related parties during Fiscal 2004.

During Fiscal 2004, the Company, through a subsidiary, Linmar Realty Company II LLC, acquired for $20.0 million Linmar Realty Company II, a general partnership that owned the Company’s corporate headquarters and distribution center. The acquisition price, less a straight-line rent accrual adjustment of $2.0 million, was recorded as land and building on the consolidated balance sheet during the three months ended July 31, 2004 and is being depreciated over its anticipated useful life of twenty-five years. Prior to the acquisition, the Company had an operating lease with Linmar Realty for these properties. Rent expense was $0.8 million during Fiscal 2004 under the lease.

The Company and its subsidiaries sell end-of-season, overstock and irregular merchandise to various parties, including RVI. These sell-offs, which are without recourse, are typically sold below cost and the proceeds are reflected in cost of sales. During April 2004, the Company entered into an agreement with an independent third-party vendor for the sale of merchandise sell-offs, thus reducing sell-offs to related parties. Below is a summary of merchandise sell-offs for Fiscal 2004: (see proxy for summary).

SSC and its affiliates charge the Company for various professional services provided to the Company, including certain real estate and insurance services. For Fiscal 2004, the Company paid approximately $0.2 million for these services.

During Fiscal 2004, the Company discontinued its cost sharing arrangement with SSC for the acquisition of an interest in several corporate aircraft. The Company paid $0.1 million during Fiscal 2004 to cover its share of operating costs based on usage of the corporate aircraft under the cost sharing arrangement.

During Fiscal 2004, the Company entered into an employment agreement with Charles Chupein, son-in-law of James V. O’Donnell. Mr. Chupein’s employment as Vice President and Chief Operating Officer of the Company’s new concept retail brand began in February 2005. Under this employment agreement, Mr. Chupein will receive an annual salary of $250,000 and is eligible for an annual bonus of up to $200,000 with the actual amount dependent on certain performance based goals. Additionally, Mr. Chupein was granted 30,000 stock options with an exercise price of $25.55 at the commencement of his employment and is eligible to receive up to 4,000 shares of performance based restricted stock. Mr. Chupein also participates in various compensation and employee benefits plans or arrangements on the same basis as other employees in comparable positions.

5/12/2004 Proxy Information

As of March 31, 2004, the Schottenstein-Deshe-Diamond families (the “families”) owned 25.4% of the outstanding shares of Common Stock of the Company. As long as the families own a substantial portion of the Company’s voting shares, they will have significant influence over any action requiring stockholder approval. The families also own a private company, Schottenstein Stores Corporation (“SSC”), which owns Linmar Realty Company and also includes a publicly-traded subsidiary, Retail Ventures, Inc. (“RVI”), formerly Value City Department Stores, Inc. The Company had the following transactions with these related parties during Fiscal 2003. The Company believes that the terms of these transactions are as favorable to the Company as those that could be obtained from third parties.

The Company has an operating lease for its corporate headquarters and distribution center with Linmar Realty Company. The lease, which expires on December 31, 2020, provides for annual rental payments of approximately $2.4 million through 2005, $2.6 million through 2015, and $2.7 million through the end of the lease. Rent expense was $2.4 million during Fiscal 2003 under the lease.

The Company and its subsidiaries sell end-of-season, overstock and irregular merchandise to various parties, including RVI. These sell-offs, which are without recourse, are typically sold below cost and the proceeds are reflected in cost of sales. The marked-down cost of merchandise disposed of via sell-offs during Fiscal 2003 was $38.3 million which resulted in an increase to cost of sales of $6.0 million attributed to these transactions. Included in this amount was $12.9 million of merchandise, at marked-down cost, which was sold to RVI during Fiscal 2003 and resulted in a decrease to cost of sales of $0.3 million.

SSC and its affiliates charge the Company for various professional services provided to the Company, including certain legal, real estate, travel and insurance services. For Fiscal 2003, the Company paid approximately $0.9 million for these services.

Deposits were previously made with SSC totaling approximately $2.5 million in a cost sharing arrangement for the acquisition of an interest in several corporate aircraft. As of January 31, 2004, the Company was negotiating a discontinuation of this arrangement and determined the net realizable value of these deposits based upon an independent third party valuation. As a result, the Company expected to receive approximately $1.4 million from SSC. The Company recognized a loss of $1.0 million as a result of this write-down. Additionally, the Company paid $1.0 million during Fiscal 2003 to cover its share of operating costs based on usage of the corporate aircraft under the cost sharing arrangement.

George Kolber from December 1995 to December 2000, served as Chief Operating Officer of American Eagle.

As of March 31, 2004, the Schottenstein-Deshe-Diamond families (the "families") owned 25.4% of the outstanding shares of Common Stock of the Company. As long as the families own a substantial portion of the Company's voting shares, they will have significant influence over any action requiring stockholder approval. The families also own a private company, Schottenstein Stores Corporation ("SSC"), which owns Linmar Realty Company and also includes a publicly-traded subsidiary, Retail Ventures, Inc. ("RVI"), formerly Value City Department Stores, Inc. The Company had the following transactions with these related parties during Fiscal 2003. The Company believes that the terms of these transactions are as favorable to the Company as those that could be obtained from third parties. SSC and its affiliates charge the Company for various professional services provided to the Company, including certain legal, real estate, travel and insurance services. For Fiscal 2003, the Company paid approximately $0.9 million for these services. Deposits were previously made with SSC totaling approximately $2.5 million in a cost sharing arrangement for the acquisition of an interest in several corporate aircraft. As of January 31, 2004, the Company was negotiating a discontinuation of this arrangement and determined the net realizable value of these deposits based upon an independent third party valuation. As a result, the Company expected to receive approximately $1.4 million from SSC. The Company recognized a loss of $1.0 million as a result of this write-down. Additionally, the Company paid $1.0 million during Fiscal 2003 to cover its share of operating costs based on usage of the corporate aircraft under the cost sharing arrangement.

4/14/2003 Proxy Information

Geraldine Schottenstein is the mother and Saul Schottenstein is the uncle of Jay Schottenstein, Ann Deshe, Susan Diamond and Lori Schottenstein.

The Schottenstein-Deshe-Diamond families (the “families”) own 100% of SEI, Inc. As of March 1, 2003, the families, through their ownership of SEI, Inc., as well as personal holdings, beneficially owned 26.5% of the outstanding shares of Common Stock of the Company. As long as the families own a substantial portion of the Company’s voting shares, they will have significant influence over any action requiring stockholder approval.

The Company and its subsidiaries have certain relationships and transactions with other entities controlled by the families. The Company believes that the terms of these transactions are as favorable to the Company as those that could be obtained from third parties.

The Company has an operating lease for its corporate headquarters and distribution center with Linmar Realty Company, a partnership owned indirectly by the families. The lease, which expires on December 31, 2020, provides for annual rental payments of approximately $2.4 million through 2005, $2.6 million through 2015, and $2.7 million through the end of the lease. Additionally, the Company is required to pay all real estate taxes, insurance, maintenance, and certain other expenses. For Fiscal 2002, the Company recorded $2.4 million of rent expense under the lease.

The Company and its subsidiaries sell end-of-season, overstock and irregular merchandise to various parties, including VCD. These sell-offs are typically sold below cost and the proceeds are reflected in cost of sales. During Fiscal 2002 proceeds from sell-offs to VCDS were $7.6 million.

SSC and its affiliates charge the Company for various professional services provided to the Company, including certain legal, real estate and insurance services. For Fiscal 2002, the Company paid approximately $0.5 million for these services.

During Fiscal 2002, the Company made an additional deposit of approximately $1.3 million during October 2002 to SSC for the acquisition of an interest in additional corporate aircraft. Additionally, the Company paid $1.0 million during Fiscal 2002 to cover its share of operating costs based on usage of the corporate aircraft.

Gilbert W. Harrison, a director of the Company, is Chairman and a principal owner of Financo, Inc. During Fiscal 2002, the Company paid $63,847 to Financo, Inc. for investment banking services.