THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

CKE Restaurants, Inc. (CKR)

5/30/2006 Proxy Information

Carl L. Karcher is the son of Carl N. Karcher, our founder and Chairman Emeritus.

Carl N. Karcher. CKE leases certain land and buildings, which include the Anaheim corporate offices of CKE, its distribution center and one restaurant in Carl Karcher Plaza, located at 401 West Carl Karcher Way, Anaheim, California, from the Karcher Partners, L.P. (ŇKarcher PartnersÓ). The General Partner of Karcher Partners is the Carl N. Karcher and Margaret M. Karcher Trust (the ŇTrustÓ), of which Carl N. Karcher is co-trustee. The term of the lease expires in April 2008, and CKE has the option to renew the lease for one additional five-year term. The current rent under this lease is: (a) $15,580 per month and 6.5% of annual gross sales in excess of $2,436,369 for the restaurant; (b) $79,099 per month for the distribution center, subject to adjustment every five years; and (c) $24,832 per month for the corporate offices, subject to adjustment every five years. CKE also leases two adjacent parcels of land in Carl Karcher Plaza from the Trust which are being utilized by CKE for additional office space and distribution center parking and storage. The rent is $6,942 per month for one parcel and $7,971 per month for the other parcel, both subject to adjustment every five years. The term for both leases expires in April 2008. CKE has the option to renew each of these leases for one additional five-year term. The aggregate rents paid by CKE to the Trust for the corporate offices and adjacent facilities, including one restaurant in Carl Karcher Plaza, during fiscal 2006 were $1,613,088. In addition, CKE had a lease with the Trust with respect to one other restaurant property. The minimum monthly rental is the greater of $6,799 or 5.5% of annual gross sales. The lease expires in May 2010. The aggregate rents paid by CKE to the Trust for the restaurant property during fiscal 2006 was $94,000.

In January 1994, CKE entered into an employment agreement with Carl N. Karcher, which was amended on November 1, 1997, January 1, 2004 and January 1, 2005. In fiscal 2006, Mr. Karcher was paid an aggregate of $334,526, consisting of (a) $305,769 base salary, (b) $6,204 in life insurance premiums, (c) $5,478 reimbursement for medical costs, (d) $6,923 in matching contributions for CKEŐs employee stock purchase plan, and (e) a $10,152 auto allowance. Mr. KarcherŐs employment agreement, as amended on January 1, 2005, provides that Mr. Karcher will receive an annual amount of $300,000, which will decrease by $25,000 each successive year until 2009, when he will be paid an annual amount of $210,000 until his death. Mrs. Karcher, if she survives her husband, will be paid an annual amount of $150,000 until her death. Mr. and Mrs. Karcher are entitled to medical, dental and vision benefits until their deaths, and Mr. Karcher is entitled to transportation to and from all Company related events, an office with an assistant, and payment of certain club dues until his death. On May 11, 2004, Carl N. Karcher tendered his resignation as a member of the Board of Directors, which was effective on June 28, 2005.

JCK, Inc. (ŇJCKÓ) is a franchisee of CKE and currently operates 16 CarlŐs Jr. restaurants, two of which are CarlŐs Jr./Green Burrito dual-branded restaurants. Joseph C. Karcher is the son of Carl N. Karcher, a partner in Karcher Partners and an affiliate of JCK. JCK, pursuant to a Development Agreement with CKE, is obligated to develop and franchise three additional CarlŐs Jr. restaurants by 2012. JCK paid an aggregate of $20,000 to CKE in franchise fees in fiscal 2006. In connection with the operation of its 16 franchised restaurants, JCK regularly purchases food and other products from CKE on the same terms and conditions as other franchisees. During fiscal 2006, these purchases totaled approximately $3,916,199. During fiscal 2006, JCK paid royalty fees of $535,302, and advertising and promotional fees of $689,224, for all 16 restaurants combined.

Wiles Restaurants, Inc. (ŇWilesÓ) is a franchisee of CKE and currently operates 12 CarlŐs Jr. restaurants, two of which are CarlŐs Jr./Green Burrito dual-branded restaurants. Anne M. Wiles is the daughter of Carl N. Karcher, a partner in Karcher Partners and an affiliate of Wiles. In connection with the operation of its 12 franchised restaurants, Wiles regularly purchases food and other products from CKE on the same terms and conditions as other franchisees. During fiscal 2006, these purchases totaled approximately $4,572,098. During fiscal 2006, Wiles paid royalty fees of $530,489, including royalty fees paid to CKE for its CarlŐs Jr./Green Burrito dual-brand restaurants, and advertising and promotional fees of $717,573, for all 12 restaurants combined. Wiles is also a lessee of CKE with respect to two restaurant locations. Minimum monthly rental payments range from $7,174 to $11,699 or 5.5% to 8% of annual gross sales of the restaurant. The leases expire from November 2008 to August 2011. The rents paid under these leases during fiscal 2006 totaled $238,593.

Sierra Surf Connection, Inc. (ŇSSCÓ) is a franchisee of CKE and currently operates 10 CarlŐs Jr. restaurants. Anne M. Wiles is the daughter of Carl N. Karcher, a partner in Karcher Partners and an affiliate of SSC. In connection with the operation of its 10 franchised restaurants, SSC regularly purchases food and other products from CKE on the same terms and conditions as other franchisees. During fiscal 2006, these purchases totaled approximately $3,326,988. During fiscal 2006, SSC paid royalty fees of $389,556, and advertising and promotional fees of $528,368, for all 10 restaurants combined. SSC is also a lessee of CKE with respect to one restaurant location. Rental payments equal 5% of the annual gross sales of the restaurant, or minimum monthly rental of $4,805. The lease expires in January 2008. The rents paid under this lease during fiscal 2006 totaled $66,339.

Estrella del Rio Grande, Inc. (ŇEstrellaÓ) is a franchisee of CKE and currently operates two CarlŐs Jr. restaurants, one of which is a CarlŐs Jr./Green Burrito dual-branded restaurant. Anne M. Wiles is the daughter of Carl N. Karcher, a partner in Karcher Partners and an affiliate of Estrella. Estrella is obligated, pursuant to a Development Agreement with CKE, to develop and franchise eight additional CarlŐs Jr. restaurants at varying times by 2011. Estrella paid CKE an aggregate of $10,000 in franchise fees in fiscal 2006. In connection with the operation of its franchised restaurant, Estrella regularly purchases food and other products from CKE on the same terms and conditions as other franchisees. During fiscal 2006, these purchases totaled approximately $412,068. During fiscal 2006, Estrella paid royalty fees of $29,983, and advertising and promotional fees of $69,115, for its two restaurants.

MJKL Enterprises, L.L.C. (ŇMJKLÓ) is a franchisee of CKE and currently operates 48 CarlŐs Jr. restaurants, 16 of which are CarlŐs Jr./Green Burrito dual-branded restaurants. Margaret LeVecke is the daughter of Carl N. Karcher, a partner in Karcher Partners and an affiliate of MJKL. MJKL is obligated, pursuant to a Development Agreement with CKE, to develop and franchise 24 additional CarlŐs Jr. restaurants at varying times by 2011. MJKL paid CKE an aggregate of $105,000 in franchise and $70,000 in development fees in fiscal 2006. In connection with the operation of its 48 restaurants, MJKL regularly purchases food and other products from CKE on the same terms and conditions as other franchisees. During fiscal 2006, these purchases totaled approximately $15,407,518. During fiscal 2006, MJKL paid royalty fees of $1,939,596 and advertising and promotional fees of $2,607,610, for all 48 restaurants combined. MJKL is also a lessee or sublessee of CKE with respect to 16 restaurant locations, two of which were terminated in fiscal 2006. Monthly rental payments vary from $3,000 to $12,849 and/or a percentage of the annual gross sales of the restaurants ranging from 4% to 8%. The leases expire at varying times between October 2006 and December 2020. Rents paid during fiscal 2006 under these leases totaled $1,284,552.

Bernard Karcher Investments, Inc. (ŇBKIÓ) is a franchisee of CKE and currently operates 11 CarlŐs Jr. restaurants. Bernard W. Karcher is the brother of Carl N. Karcher and an affiliate of BKI. In connection with the operation of its 11 franchised restaurants, BKI regularly purchases food and other products from CKE on the same terms and conditions as other franchisees. During fiscal 2006, these purchases totaled approximately $4,679,524. During fiscal 2006, BKI paid royalty fees of $563,843, and advertising and promotional fees of $768,682, for all 11 restaurants combined. BKI is also a lessee of CKE with respect to three restaurant locations, one of which was terminated in fiscal 2006. Rental payments range from $10,292 to $11,520, or a percentage ranging from 7.5% to 9.5% of the annual gross sales of the restaurant ranging in excess of $1 to $900,000. The leases expire at varying times between January 2011 to September 2012. The rents paid under these leases during fiscal 2006 totaled $208,959.

B&J, L.L.C. (ŇB&JÓ) is a franchisee of CKE and currently operates nine CarlŐs Jr. restaurants. Bernard W. Karcher is the brother of Carl N. Karcher and an affiliate of B&J. In connection with the operation of its nine franchised restaurants, B&J regularly purchases food and other products from CKE on the same terms and conditions as other franchisees. During fiscal 2006, these purchases totaled approximately $3,761,587. During fiscal 2006, B&J paid royalty fees of $459,480, and advertising and promotional fees of $648,242, for all nine restaurants combined. B&J is also a sublessee of CKE with respect to one restaurant location. Rental payments equal the greater of $4,290 per month or 4% of the annual gross sales of the restaurant. The lease expires in January 2018. Total rents paid under this lease during fiscal 2006 totaled $59,766.

Carl L. Karcher. CLK, Inc. (ŇCLKÓ) is a franchisee of CKE and currently operates 29 CarlŐs Jr. restaurants, 10 of which are CarlŐs Jr./Green Burrito dual-branded restaurants. Carl L. Karcher is a director of CKE, the son of Carl N. Karcher, a partner in Karcher Partners and an affiliate of CLK. CLK paid an aggregate of $25,000 to CKE in franchise fees in fiscal 2006. In connection with the operation of its 29 franchised restaurants, CLK regularly purchases food and other products from CKE on the same terms and conditions as other franchisees. During fiscal 2006, these purchases totaled approximately $13,421,046. During fiscal 2006, CLK paid royalty fees of $1,533,787, including royalties fees paid to CKE for the Green Burrito dual-brand restaurants, and advertising and promotional fees of $1,742,059, for all 29 restaurants combined. CLK is also a lessee or sublessee of CKE with respect to 11 restaurant locations, one of which terminated in fiscal 2006. Rental payments equal a percentage of the annual gross sales of the restaurants ranging from 4.5% to 10%, or minimum monthly rentals ranging from $4,447 to $11,255. The leases expire at varying times between December 2008 and August 2011. The rents paid under these leases during fiscal 2006 totaled $1,027,278.

CLK New-Star, L.P. (ŇNew-StarÓ) is a franchisee of CKE and currently operates six CarlŐs Jr. restaurants. Carl L. Karcher is a director of CKE, the son of Carl N. Karcher, a partner in Karcher Partners and an affiliate of New-Star. New-Star, pursuant to a Development Agreement with CKE, is obligated to develop and franchise nine additional CarlŐs Jr. restaurants at varying times by 2011. New-Star paid CKE an aggregate of $15,000 in franchise and $10,000 in development fees in fiscal 2006. In connection with the operation of its six franchised restaurants, New Star purchases food and other products from CKE on the same terms and conditions as other franchisees. During fiscal 2006, these purchases totaled approximately $2,046,520. During fiscal 2006, New Star paid royalty fees of $227,361, and advertising and promotional fees of $334,897, for its six restaurants combined.

Border Star de Mexico, S. de R.L. de C.V. (ŇBSMÓ) is a licensee of CKE and currently operates four CarlŐs Jr. restaurants. Carl L. Karcher is a director of CKE, the son of Carl N. Karcher, a partner in Karcher Partners and an affiliate of BSM. BSM, pursuant to a Development Agreement with CKE, is obligated to develop and franchise one additional CarlŐs Jr. restaurant. In connection with the operation of its four franchised restaurants, BSM regularly purchases food and other products from CKE on the same terms and conditions as other franchisees. During fiscal 2006, these purchases totaled approximately $436,202. During fiscal 2006, BSM paid royalty fees of $142,617 for its four restaurants combined.

KWK Foods, L.L.C. (ŇKWKÓ) is a franchisee of CKE and currently operates 17 CarlŐs Jr. restaurants, one of which is a CarlŐs Jr./Green Burrito dual-branded restaurant. Carl L. Karcher is a director of CKE, the son of Carl N. Karcher, a partner in Karcher Partners and an affiliate of KWK. Joseph C. Karcher is the son of Carl N. Karcher, a partner in Karcher Partners and an affiliate of KWK. In connection with the operation of its 17 franchised restaurants, KWK regularly purchases food and other products from CKE on the same terms and conditions as other franchisees. During fiscal 2006, these purchases totaled approximately $4,938,191. During fiscal 2006, KWK paid royalty fees of $604,169, including royalties paid to CKE for its Green Burrito dual-branded restaurant, and advertising and promotional fees of $849,860, for all 17 restaurants combined. KWK was also a sublessee of CKE with respect to three restaurant locations during fiscal 2006. Rental payments equal 1% of annual gross sales of the restaurant in excess of $900,000, or minimum monthly rentals ranging from $5,101 to $10,376. The leases expire at varying times between September 2015 and February 2018. Total rents paid under these leases during fiscal 2006 totaled $290,810.

KWKG, Inc. (ŇKWKGÓ) is a franchisee of CKE and does not currently operate any CarlŐs Jr. restaurants. Joseph C. Karcher is the son of Carl N. Karcher, a partner in Karcher Partners and an affiliate of KWKG. Carl L. Karcher is a director of CKE, the son of Carl N. Karcher, a partner in Karcher Partners and an affiliate of KWKG. KWKG is obligated, pursuant to a Development Agreement with CKE, to develop and franchise four CarlŐs Jr. restaurants at varying times by 2011. KWKG paid CKE an aggregate of $40,000 in development fees in fiscal 2006.

Daniel D. (Ron) Lane. M & N Foods, L.L.C. (ŇM&NÓ) is a franchisee of CKE and currently operates 25 CarlŐs Jr. restaurants, seven of which are Carl Jr./Green Burrito dual-branded restaurants. Daniel D. (Ron) Lane is a director of CKE and an affiliate of M&N. M&N paid CKE an aggregate of $25,000 in franchise fees in fiscal 2006. In connection with the operation of its 25 restaurants, M&N regularly purchases food and other products from CKE on the same terms and conditions as other franchisees. During fiscal 2006, these purchases totaled approximately $10,124,080. During fiscal 2006, M&N paid royalty fees of $1,210,589, including royalty fees paid to CKE for its CarlŐs Jr./Green Burrito dual-brand restaurants, and advertising and promotional fees of $1,659,373. M&N was also a lessee or sublessee of CKE with respect to its 25 restaurant locations during fiscal 2006. Rental payments equal 5% of the annual gross sales of the restaurants, or minimum monthly rentals ranging from $2,958 to $17,325. The leases expire at varying times between February 2007 and November 2022. Rents paid under these leases during fiscal 2006 totaled $2,465,558.

Daniel E. Ponder, Jr. PEI is a franchisee of HardeeŐs and currently operates 11 HardeeŐs restaurants. Daniel E. Ponder, Jr. is a director of CKE and President and Chairman of the Board of PEI. During fiscal 2006, PEI paid CKE royalty fees of $421,107 for all 11 restaurants combined. PEI was also a sublessee of CKE with respect to one of its restaurant locations during fiscal 2006. Rental payments equal 1% of the annual gross sales of the restaurant in excess of $600,000, or minimum monthly rental of $669. The lease expires in November 2008. Total rent paid under this lease during fiscal 2006 totaled $9,363.

CKE has a limited-term guarantee with an independent third party on behalf of certain of its CarlŐs Jr. franchisees. CKE agreed to guarantee the payment obligations of SSC, BKI and KWK under these arrangements in fiscal 2006 up to a maximum amount of $110,484.

Restaurants leased from related parties generally were constructed by CKE on land purchased or leased by CKE. The properties were then sold to these parties and leased back by CKE. CKE believes that these sale and leaseback arrangements are at rental rates generally similar to those with unaffiliated third parties. The foregoing franchise and lease arrangements are on terms generally similar to those with unaffiliated parties.

5/20/2005 Proxy Information

Mr. Foley became Chairman of CKE Restaurants, Inc. in March 1994 and served as CKE's Chief Executive Officer from October 1994 until March 2000.

5/25/2004 Proxy Information

Fidelity National Financial (FNF) has shares in CKE. Mr. Foley served as Chairman of the Board and Chief Executive Officer of FNF. Mr. Lane served as a director of FNF and Mr. Willey served as Vice-Chairman of FNF.

Mr. Foley served as CKE's Chief Executive Officer from October 1994 until March 2000.

Mr. Carl N. Karcher has tendered his resignation from the Board, conditioned upon, and concurrent with, the election to the Board of his son, Carl L. Karcher.

CKE leases the land and buildings, which include the Anaheim corporate offices of CKE, its distribution center and one restaurant in Carl Karcher Plaza, located at 401 West Carl Karcher Way, Anaheim, California, from the Karcher Partners, L.P. ("Karcher Partners"). The General Partner of Karcher Partners is the Carl N. Karcher and Margaret M. Karcher Trust (the "Trust"), of which Carl N. Karcher is co-trustee. The term of the lease expires in April 2008, and CKE has the option to renew the lease for one additional five-year term. The current rent under this lease is: (a) $15,580 per month and 6.5% of annual gross sales in excess of $2,436,369 for the restaurant; (b) $79,099 per month for the distribution center, subject to adjustment every five years; and (c) $24,832 per month for the corporate offices, subject to adjustment every five years. CKE also leases two adjacent parcels of land in Carl Karcher Plaza from the Trust which are being utilized by CKE for additional office space and distribution center parking and storage. The rent is $6,942 per month for one parcel and $7,971 per month for the other parcel, both subject to adjustment every five years. The term for both leases expires in April 2008. CKE has the option to renew each of these leases for one additional five-year term. The aggregate rents paid by CKE to the Trust for the corporate offices and adjacent facilities, including one restaurant in Carl Karcher Plaza, during fiscal 2004 were $1,608,131. In addition, CKE has two leases with the Trust with respect to two restaurant properties. The minimum monthly rental is the greater of $6,799 or 5.5% of annual gross sales in one of the leases, and a minimum monthly rental for improvements of $2,871 or 4% of annual gross sales, whichever is greater, and a fixed monthly rental of $6,183 for the land in the other lease. The leases expire in May 2010 and May 2004. The aggregate rents paid by CKE to the Trust for these two restaurant properties during fiscal 2004 were $208,658.

In January 1994, CKE entered into an employment agreement with Carl N. Karcher, which was amended on January 1, 2004, and expires December 31, 2004. The employment agreement, as amended, provides that Mr. Karcher will be employed as Chairman Emeritus of the Board and as a non-executive officer, reporting to the Chief Executive Officer, at a base annual salary of $400,000. Under the terms of the employment agreement, Mr. Karcher is entitled to participate in all Company sponsored retirement, health and welfare benefits provided to other executives or employees of the Company, and the Company will pay Mr. Karcher an auto allowance and employ a driver for his use. In fiscal 2004, Mr. Karcher was paid an aggregate of $455,219, consisting of (a) $400,000 base salary, (b) $8,661 in life insurance premiums, (c) $6,598 reimbursement for medical costs, (d) $30,000 in matching contributions for CKE's employee stock purchase plan, and (e) a $9,960 auto allowance. If Mr. Karcher is terminated or exercises his right to terminate employment following a change in control of CKE resulting from a merger, sale of assets or acquisition, Mr. Karcher becomes entitled to payments due under the agreement as they become due for the remainder of the term without the obligation of further services. The employment agreement, as amended, also provides for a retirement benefit for Mr. Karcher in the amount of $200,000 per year for life after the end of the employment term, eligibility to participate in any management incentive compensation bonus pool plans, death benefits to include payment of any compensation due Mr. Karcher to his estate for services rendered prior to the date of his death, payment of Mr. Karcher's base salary to Mrs. Karcher for one full year following his death and, thereafter, payment of Mr. Karcher's retirement benefits to Mrs. Karcher for the remainder of her life. On May 11, 2004, Carl N. Karcher tendered his resignation as a member of the Board of Directors effective upon Carl L. Karcher's election as member of the class of directors whose terms expire in 2006.

JCK, Inc. ("JCK") is a franchisee of CKE and currently operates 13 Carl's Jr. restaurants. Joseph C. Karcher is the son of Carl N. Karcher, a partner in Karcher Partners and an affiliate of JCK. JCK, pursuant to a Development Agreement with CKE, is obligated to develop and franchise one additional Carl's Jr. restaurant by 2005. JCK paid an aggregate of $15,000 to CKE in franchise fees in fiscal 2004. In connection with the operation of its 13 franchised restaurants, JCK regularly purchases food and other products from CKE on the same terms and conditions as other franchisees. During fiscal 2004, these purchases totaled approximately $2,799,207. During fiscal 2004, JCK paid royalty fees of $414,983, and advertising and promotional fees of $524,604, for all 13 restaurants combined.

Wiles Restaurants, Inc. ("Wiles") is a franchisee of CKE and currently operates 13 Carl's Jr. restaurants, two of which are Carl's Jr./ Green Burrito dual-brand restaurants. Anne M. Wiles is the daughter of Carl N. Karcher, a partner in Karcher Partners and an affiliate of Wiles. Wiles paid an aggregate of $11,250 to CKE in franchise fees in fiscal 2004. In connection with the operation of its 13 franchised restaurants, Wiles regularly purchases food and other products from CKE on the same terms and conditions as other franchisees. During fiscal 2004, these purchases totaled approximately $4,415,267. During fiscal 2004, Wiles paid royalty fees of $555,612, including royalty fees paid to CKE for its Carl's Jr./ Green Burrito dual-brand restaurants, and advertising and promotional fees of $639,594, for all 13 restaurants combined. Wiles is also a lessee of CKE with respect to two restaurant locations. Minimum monthly rental payments range from $6,083 to $11,699 or 5.5% to 8% of annual gross sales of the restaurant. The leases expire from February 2006 to August 2011. The rents paid under these leases during fiscal 2004 totaled $276,522. Sierra Surf Connection, Inc. ("SSC") is a franchisee of CKE and currently operates 11 Carl's Jr. restaurants. Anne M. Wiles is the daughter of Carl N. Karcher, a partner in Karcher Partners and an affiliate of SSC. SSC is obligated, pursuant to a Development Agreement with CKE, to develop and franchise nine additional Carl's Jr. restaurants at varying times by 2010. SSC paid an aggregate of $30,000 to CKE in franchise fees in fiscal 2004. In connection with the operation of its 11 franchised restaurants, SSC regularly purchases food and other products from CKE on the same terms and conditions as other franchisees. During fiscal 2004, these purchases totaled approximately $1,286,043. During fiscal 2004, SSC paid royalty fees of $293,161, and advertising and promotional fees of $494,711, for all 11 restaurants combined. SSC is also a lessee of CKE with respect to one restaurant location. Rental payments equal 5% of the annual gross sales of the restaurant, or minimum monthly rental of $4,805. The lease expires in January 2008. The rents paid under this lease during fiscal 2004 totaled $57,564.

MJKL Enterprises, L.L.C. ("MJKL") is a franchisee of CKE and currently operates 39 Carl's Jr. restaurants, 15 of which are Carl's Jr./ Green Burrito dual-brand restaurants. MJKL operates one of its 39 Carl's Jr. restaurants pursuant to a management agreement with another Carl's Jr. franchisee. Margaret LeVecke is the daughter of Carl N. Karcher, a partner in Karcher Partners and an affiliate of MJKL. During fiscal 2004, MJKL purchased 15 Carl's Jr. restaurants and five of the underlying fee properties from CKE and paid an aggregate purchase price of $4,535,000. MJKL is obligated, pursuant to a Development Agreement with CKE, to develop and franchise ten additional Carl's Jr. restaurants at varying times by 2005. In connection with the operation of its 39 restaurants, MJKL regularly purchases food and other products from CKE on the same terms and conditions as other franchisees. During fiscal 2004, these purchases totaled approximately $5,903,340. During fiscal 2004, MJKL paid royalty fees of $425,489 and advertising and promotional fees of $945,703, for all 39 restaurants combined. MJKL is also a lessee or sublessee of CKE with respect to 20 restaurant locations, and pays rent for one restaurant operated pursuant to the management agreement. Monthly rental payments vary from $2,000 to $12,475 and/or a percentage of the annual gross sales of the restaurants ranging from 2.5% to 8%. The leases expire at varying times between August 2004 and December 2020. Rents paid during fiscal 2004 under the leases and subleases and pursuant to the management agreement totaled $886,318.

Bernard Karcher Investments, Inc. ("BKI") is a franchisee of CKE and currently operates 11 Carl's Jr. restaurants. Bernard W. Karcher is the brother of Carl N. Karcher and an affiliate of BKI. In connection with the operation of its 11 franchised restaurants, BKI regularly purchases food and other products from CKE on the same terms and conditions as other franchisees. During fiscal 2004, these purchases totaled approximately $4,626,585. During fiscal 2004, BKI paid royalty fees of $601,338, and advertising and promotional fees of $709,665, for all 11 restaurants combined. BKI is also a lessee of CKE with respect to two restaurant locations. Minimum monthly rental payments range from $3,656 to $11,520, or a percentage ranging from 7.5% to 9.5% of the annual gross sales of the restaurant ranging in excess of $1 to $900,000. The leases expire at varying times between January 2006 to September 2012. The rents paid under these leases during fiscal 2004 totaled $206,854.

B&J, L.L.C. ("B&J") is a franchisee of CKE and currently operates nine Carl's Jr. restaurants. Bernard W. Karcher is the brother of Carl N. Karcher and an affiliate of B&J. B&J paid an aggregate of $15,000 in franchise fees to CKE in fiscal 2004. In connection with the operation of its nine franchised restaurants, B&J regularly purchases food and other products from CKE on the same terms and conditions as other franchisees. During fiscal 2004, these purchases totaled approximately $2,849,000. During fiscal 2004, B&J paid royalty fees of $364,813, and advertising and promotional fees of $478,854, for all nine restaurants combined. B&J is also a sublessee of CKE with respect to one restaurant location. Rental payments equal the greater of $4,290 per month or 4% of the annual gross sales of the restaurant. The lease expires in January 2018. Total rents paid under this lease during fiscal 2004 totaled $64,677. Carl L. Karcher. CLK, Inc. ("CLK") is a franchisee of CKE and currently operates 28 Carl's Jr. restaurants, nine of which are Carl's Jr./ Green Burrito dual-brand restaurants. Carl L. Karcher is a director of CKE, the son of Carl N. Karcher, a partner in Karcher Partners and an affiliate of CLK. In connection with the operation of its 28 franchised restaurants, CLK regularly purchases food and other products from CKE on the same terms and conditions as other franchisees. During fiscal 2004, these purchases totaled approximately $10,410,017. During fiscal 2004, CLK paid royalty fees of $1,192,521, including royalties fees paid to CKE for the Green Burrito dual-brand restaurants, and advertising and promotional fees of $1,283,829, for all 28 restaurants combined. CLK is also a lessee or sublessee of CKE with respect to 12 restaurant locations. Rental payments equal a percentage of the annual gross sales of the restaurants ranging from 5 % to 10%, or minimum monthly rentals ranging from $4,447 to $11,255. The leases expire at varying times between June 2005 and August 2011. The rents paid under these 12 leases during fiscal 2004 totaled $1,041,651. CLK also licenses one restaurant from CKE pursuant to which CLK is obligated to remit 50% of the restaurant's net profit to CKE. During fiscal 2004, CLK paid CKE $57,445 pursuant to this license agreement.

CLK New-Star, L.P. ("New-Star") is a franchisee of CKE and currently operates five Carl's Jr. restaurants. Carl L. Karcher is a director of CKE, the son of Carl N. Karcher, a partner in Karcher Partners and an affiliate of New-Star. New-Star, pursuant to a Development Agreement with CKE, is obligated to develop and franchise ten additional Carl's Jr. restaurants at varying times between 2004 and 2007. New-Star paid an aggregate of $15,000 to CKE in franchise fees in fiscal 2004. In connection with the operation of its five franchised restaurants, New Star purchases food and other products from CKE on the same terms and conditions as other franchisees. During fiscal 2004, these purchases totaled approximately $13,865. During fiscal 2004, New Star paid royalty fees of $178,373, and advertising and promotional fees of $315,698, for its five restaurants combined.

Border Star de Mexico, S. de R.L. de C.V. ("BSM") is a licensee of CKE and currently operates four Carl's Jr. restaurants. Carl L. Karcher is a director of CKE, the son of Carl N. Karcher, a partner in Karcher Partners and an affiliate of BSM. BSM, pursuant to a Development Agreement with CKE, is obligated to develop and franchise one additional Carl's Jr. restaurant by March 2005. In connection with the operation of its four franchised restaurants, BSM regularly purchases food and other products from CKE on the same terms and conditions as other franchisees. During fiscal 2004, these purchases totaled approximately $827,413. During fiscal 2004, BSM paid royalty fees of $69,311 for its four restaurants combined.

KWK Foods, L.L.C. ("KWK") is a franchisee of CKE and currently operates 17 Carl's Jr. restaurants, one of which is a Carl's Jr./ Green Burrito dual-brand restaurant. Carl L. Karcher is a director of CKE, the son of Carl N. Karcher, a partner in Karcher Partners and an affiliate of KWK. Joseph C. Karcher is the son of Carl N. Karcher, a partner in Karcher Partners and an affiliate of KWK. Gary Wiles is the son-in-law of Carl N. Karcher and an affiliate of KWK. KWK, pursuant to a Development Agreement with CKE, is obligated to develop and franchise two additional Carl's Jr. restaurants at varying times within 2004. In connection with the operation of its 17 franchised restaurants, KWK regularly purchases food and other products from CKE on the same terms and conditions as other franchisees. During fiscal 2004, these purchases totaled approximately $3,375,905. During fiscal 2004, KWK paid royalty fees of $553,279, including royalties paid to CKE for its Green Burrito dual-brand restaurant, and advertising and promotional fees of $812,055, for all 17 restaurants combined. KWK was also a sublessee of CKE with respect to three restaurant locations during fiscal 2004. Rental payments equal 1% of annual gross sales of the restaurant in excess of $900,000, or minimum monthly rentals ranging from $5,101 to $9,410. The leases expire at varying times between September 2015 and February 2018. Total rents paid under these three leases during fiscal 2004 totaled $255,008.

Daniel D. (Ron) Lane., L.L.C. ("M&N") is a franchisee of CKE and currently operates 24 Carl's Jr. restaurants, seven of which are Carl Jr./ Green Burrito dual-brand restaurants. Daniel D. ("Ron") Lane is a director of CKE and an affiliate of M&N. Pursuant to a Development Agreement with CKE, M&N is obligated to develop and franchise five additional Carl's Jr. restaurants at varying times between 2005 and 2008. In connection with the operation of its 24 restaurants, M&N regularly purchases food and other products from CKE on the same terms and conditions as other franchisees. During fiscal 2004, these purchases totaled approximately $9,269,704. During fiscal 2004, M&N paid royalty fees of $1,209,097, including royalty fees paid to CKE for its Carl's Jr./ Green Burrito dual-brand restaurants, and advertising and promotional fees of $1,567,702. M&N was also a lessee or sublessee of CKE with respect to its 24 restaurant locations during fiscal 2004. Rental payments equal a percentage of the annual gross sales of the restaurants ranging from 0% to 5%, or minimum monthly rentals ranging from $2,958 to $14,984. The leases expire at varying times between July 2005 and November 2022. Total rents paid under these 24 leases during fiscal 2004 totaled $2,273,326. Daniel E. Ponder, Jr. Ponder Enterprises, Inc. ("PEI") has been a franchisee of Hardee's for over 20 years and currently operates 12 Hardee's restaurants. Daniel E. Ponder, Jr. is a director of CKE and President and Chairman of the Board of PEI. During fiscal 2004, PEI paid CKE royalty fees of $362,614 for all 12 restaurants combined. PEI was also a sublessee of CKE with respect to one of its restaurant locations during fiscal 2004. Rental payments equal 1% of the annual gross sales of the restaurant in excess of $600,000, or minimum monthly rental of $669. The lease expires in November 2008. Total rent paid under this lease during fiscal 2004 aggregated $7,317.

CKE has a limited-term guarantee with an independent third party on behalf of certain of its Carl's Jr. franchisees. CKE agreed to guarantee the payment obligations of BKI and KWK under these arrangements in fiscal 2004 up to a maximum amount of $257,470.

Restaurants leased from related parties generally were constructed by CKE on land purchased or leased by CKE. The properties were then sold to these parties and leased back by CKE. CKE believes that these sale and leaseback arrangements are at rental rates generally similar to those with unaffiliated third parties. The foregoing franchise and lease arrangements are on terms generally similar to those with unaffiliated parties.

In fiscal 2002, CKE entered into Stock Purchase and Loan Plan Agreements ("Loan Plan Agreements") in accordance with the terms of the CKE Restaurants, Inc. Employee and Non-employee Director Stock Purchase and Loan Plan (the "Loan Plan") with certain employees and members of its Board of Directors, whereby CKE lent the participants funds with which to purchase shares of the common stock of the Company in accordance with the provisions of the Loan Plan Agreements. The participants entered into promissory notes (the "Notes") in favor of CKE in amounts set forth below, at a rate of 6%, all due and payable five years from the date of the Note. The notes are prepayable, in whole or in part, at any time without penalty. In the event any shares acquired by the participant pursuant to the Loan Plan Agreements are sold, pledged, or otherwise transferred, the interest rate on the Note will immediately be adjusted to the then prime rate of interest as reported in The Wall Street Journal or similar publication, plus 4% (the "Disposition Rate"), and the participant will thereupon be required to make payments under the note pursuant to a payment schedule to be attached to the note reflecting the Disposition Rate. In the event of the participant's death, disability or retirement, the entire unpaid principal balance of the note and all accrued but unpaid interest shall become due and payable on the second anniversary of such event. In the event of the termination of the participant's employment or directorship with the Company, the entire unpaid principal balance of the note and all accrued but unpaid interest shall become due and payable 30 days following the date of termination. In the event of a default of any payment when due, the entire unpaid principal balance and all accrued but unpaid interest shall, at the option of holder of the note, become immediately due and payable. Following the enactment of the Sarbanes-Oxley ban on personal loans to directors and executive officers, in fiscal 2003, Messrs. Foley and Willey paid their outstanding balances in full. At fiscal 2004 year end, the Directors and Named Executive Officers outstanding loan balances pursuant to the Loan Plan Agreements aggregated $2,432,935, as set forth below. No additional loans will be made under the Loan Plan.

5/9/2003 Proxy Information

Mr. William P. Foley is Chairman and Chief Executive Officer of Fidelity National Financial, Inc. He was President of Fidelity from its formation in 1984 until December 1994. Mr. Foley currently serves as Chairman of Fidelity National Information Solutions, Inc. and CKE Restaurants, Inc. Fidelity National Financial (FNF) has shares in CKE. Mr. Foley served as Chairman of the Board and Chief Executive Officer of FNF. Mr. Lane served as a director of FNF and Mr. Willey served as Vice-Chairman of FNF.

Mr. Carl Karcher is President of CLK, Inc., a Carl's Jr. franchisee, and has been a Carl's Jr. franchisee since May 1985. He also serves as a director of CKE Restaurants, Inc. For more than 17 years prior to that time, Mr. Karcher was employed by CKE in several capacities, including Vice President, Manufacturing and Distribution. CLK, Inc. ("CLK") is a franchisee of CKE and currently operates 26 Carl's Jr. restaurants, seven of which are Carl's Jr./Green Burrito dual-brand restaurants. Carl L. Karcher is a director of CKE, the son of Carl N. Karcher, a partner in Karcher Partners and an affiliate of CLK.

Mr. Daniel E. Ponder is President and Chairman of Ponder Enterprises, Inc., a franchisee of Hardee's restaurants and has been a Hardee's franchisee for over 18 years. He serves as a director of CKE Restaurants, Inc. Ponder Enterprises, Inc. ("PEI") is a franchisee of CKE and currently operates ten Hardee's restaurants. Daniel E. Ponder, Jr. is a director of CKE and an affiliate of PEI. During fiscal 2003, PEI paid CKE royalty fees of $352,455 for all ten restaurants combined. PEI was also a sublessee of CKE with respect to one of its restaurant locations during fiscal 2003. Rental payments equal 3% of the annual gross sales of the restaurant in excess of $600,000 or minimum monthly rental of $669. The lease expires in November 2013. Total rent paid under this lease during fiscal 2003 aggregated $8,026.