THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Conexant Systems Incorporated (CNXT)

1/9/2006 Proxy Information

In 2003, Conexant entered into an agreement with Mindspeed in connection with the Mindspeed Spin-Off pursuant to which Conexant reimbursed Mindspeed, through January 1, 2005, for costs incurred on behalf of Mr. Iyer and for related administrative overhead. In fiscal year 2005, this amount was $89,421.

In connection with the Mindspeed Spin-Off, Mindspeed entered into a Credit Agreement (“credit facility”) with Conexant, under which Mindspeed could borrow up to $50.0 million for working capital and other general corporate purposes. The credit facility was available for a term ending on June 29, 2007. Loans under the credit facility would accrue interest at the rate of 10 percent per annum, payable at maturity. In connection with the credit facility, Mindspeed issued to Conexant warrants to purchase up to 8.3 million shares of Mindspeed common stock. The number of shares that may be acquired under the warrants would depend on the highest level of borrowings under the credit facility, increasing on a pro rata basis up to a maximum of 8.3 million shares of Mindspeed common stock if the level of borrowings under the credit facility reached $50 million. On December 2, 2004, Conexant entered into an amendment to the credit facility, which amendment, among other things, provided that upon the closing of any financing or series of related financings resulting in gross aggregate proceeds to Mindspeed of $40.0 million or more, Conexant’s commitment and the Credit Agreement would terminate upon the closing of such financing(s). On December 8, 2004, Mindspeed closed a financing in excess of $40.0 million and the credit facility and related warrants were terminated. No borrowings ever occurred under the credit facility.

In connection with the Mindspeed Spin-Off, Mindspeed issued to Conexant a warrant to purchase 30 million shares of Mindspeed common stock at a price of $3.408 per share, exercisable until June 27, 2013.

10,000 shares of The Company are owned by the Beall Foundation, of which Mr. Beall is president and a director.

1/10/2005 Proxy Information

In 2003, Conexant entered into an agreement with Mindspeed in connection with the Mindspeed Spin-Off pursuant to which Conexant reimburses Mindspeed, through January 1, 2005, for costs incurred on behalf of Mr. Iyer and for related administrative overhead. In fiscal year 2004, the amount of this reimbursement was $583,451.

In fiscal year 2004 Conexant donated $225,210 to the University of California, Irvine Foundation. Of these donations, $220,660 was made directly by Conexant; the remainder was made by the Conexant Systems Charitable Fund, a donor-directed fund administered by the California Community Foundation. Dr. Cicerone is Chancellor of the University of California, Irvine.

During fiscal year 2004, a loan that existed between the Company’s GlobespanVirata subsidiary and Mr. Geday became due. The principal and interest outstanding on Mr. Geday’s loan was $2,858,344; and, the loan was repaid in fiscal year 2004.

In connection with the Mindspeed Spin-Off, Mindspeed entered into a Credit Agreement (“credit facility”) with Conexant, under which Mindspeed could borrow up to $50.0 million for working capital and other general corporate purposes. The credit facility was available for a term ending on June 29, 2007. Loans under the credit facility would accrue interest at the rate of 10 percent per annum, payable at maturity. In connection with the credit facility, Mindspeed issued to Conexant warrants to purchase up to 8.3 million shares of Mindspeed common stock. The number of shares that may be acquired under the warrants would depend on the highest level of borrowings under the credit facility, increasing on a pro rata basis up to a maximum of 8.3 million shares of Mindspeed common stock if the level of borrowings under the credit facility reached $50 million. On December 2, 2004, Conexant entered into an amendment to the credit facility, which amendment, among other things, provided that upon the closing of any financing or series of related financings resulting in gross aggregate proceeds to Mindspeed of $40.0 million or more, Conexant’s commitment and the Credit Agreement would terminate upon the closing of such financing(s). On December 8, 2004, Mindspeed closed a financing in excess of $40.0 million and the credit facility and related warrants were terminated. No borrowings ever occurred under the credit facility.

In connection with the Mindspeed Spin-Off, Mindspeed issued to Conexant a warrant to purchase 30 million shares of Mindspeed common stock at a price of $3.408 per share, exercisable until June 27, 2013.

10,000 shares of The Company are owned by the Beall Foundation, of which Mr. Beall is president and a director.

1/10/2003 Proxy Information

From October 1998 until June 2003, Mr. Iyer was Chief Financial Officer of Conexant Systems, Inc.

The Company has entered into change of control employment agreements (“Employment Agreements”) with certain key executives, including Messrs. Decker, Halim, Iyer, O’Reilly, and Rhodes. Each Employment Agreement becomes effective upon a “change of control” of the Company. Each Employment Agreement provides for the continuing employment of the executive after the change of control on terms and conditions no less favorable than those in effect before the change of control. If the executive’s employment is terminated by the Company without “cause” or if the executive terminates his or her own employment for “good reason” (each as defined in the Employment Agreement), the executive is entitled to severance benefits equal to a multiple of his or her annual compensation (including bonus) and continuation of certain benefits for a number of years equal to the multiple. The multiple is three for Mr. Decker and two for the other executives (or, in either case, the shorter number of years until the executive’s normal retirement date). The executives are entitled to an additional payment, if necessary, to make them whole as a result of any excise tax imposed by the Code on certain change of control payments (unless the safe harbor amount above which the excise tax is imposed is not exceeded by more than 10%, in which event the payments will be reduced to avoid the excise tax).

For the purposes of the Employment Agreements, a “change of control” is defined generally as:

• the acquisition by any individual, entity or group of beneficial ownership of 20% or more of either the then outstanding shares of the Company’s Common Stock or the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors;

• a change in the composition of a majority of the Board of Directors which is not supported by the current Board of Directors;

• a major corporate transaction, such as a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the Company’s assets, which results in a change in the majority of the Board of Directors or of more than 60% of the Company’s shareowners; or

• approval by the Company’s shareowners of the complete liquidation or dissolution of the Company.

In October 1999, the Company made loans to certain officers and other employees (including the Named Executive Officers), the proceeds of which were used to pay federal and state withholding tax due in connection with the accelerated vesting on October 1, 1999 of certain shares of restricted stock previously granted to the officers and other employees. Because the tax payments were due at a time shortly prior to the announcement of the Company’s year-end results when the officers and other employees were not permitted to trade in the Company’s Common Stock, the Company made the loans available to these individuals to allow them to pay the taxes without selling their shares of restricted stock. The loans carried an interest rate of 5.54% and, pursuant to action of the Board taken on March 21, 2001 became due on December 1, 2002. All outstanding loans were repaid on or prior to that date. There are no other loan agreements between the Company and any of its executive officers.

In fiscal year 2002, the Company donated $1,033,807.55 to the University of California, Irvine Foundation. Of these donations, $860,746.82 was made directly by the Company; the remainder was made by the Conexant Systems Charitable Fund, a donor-directed fund administered by the California Community Foundation. Dr. Cicerone is Chancellor of the University of California, Irvine.

On September 28, 2001, At Home Corporation and all of its wholly owned subsidiaries and certain of its foreign subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code. In the first half of 2001, Dr. Eslambolchi served as interim president of Excite@Home Broadband Networks Services, a division of At Home Corporation, during which time he was an AT&T employee and executive on-loan to Excite@Home Broadband Networks Services.