THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Kroll Inc. (Retired) (KROL.X)

4/29/2004 Proxy Information

Kroll Background America leases office space and furnishings in Nashville, Tennessee from companies controlled by Mr. Shmerling and his family. For the year ended December 31, 2003, Kroll Background America leased 29,093 square feet of space and paid rent of $587,970.

Jules Kroll reimburses Kroll for a portion of general and administrative expenses, including outside professional fees, office rent and travel expenses, which were incurred on his behalf. For the year ended December 31, 2003, Mr. Kroll reimbursed Kroll for expenses of $137,563.

Mr. Constance, who became a director of Kroll in December 2000, is a partner in the law firm of Kramer Levin Naftalis & Frankel LLP, which provides legal services to Kroll.

4/30/2003 Proxy Information

Intercompany Notes and Accounts Payable/ Receivable and Certain Loans

During 2002, Kroll rendered risk management services, including marketing support, and claim investigations services to American International Group, Inc. and its subsidiaries. AIG was a beneficial owner of more than five percent of Kroll common stock through September 2002. Kroll billed AIG and its subsidiaries $2,780,144 in 2002 for these services. The accounts receivable balance for AIG was $670,176 at December 31, 2002. Since 1995, Kroll has purchased some of its liability insurance, including Professional Errors and Omissions and Directors and Officers liability insurance, from AIG subsidiaries. AIG's subsidiaries billed Kroll $1,709,411 for this insurance during 2002. Kroll obtains the coverage through an independent insurance broker and where possible obtains competitive proposals from unrelated third parties.

Kroll Background America leases office space and furnishings in Nashville, Tennessee from companies controlled by Mr. Shmerling and his family. For the year ended December 31, 2002, Kroll Background America leased 25,343 square feet of space and paid rent of $534,272. Kroll Background America subleases a portion of its Nashville office space to Kroll for its information technology department. For the year ended December 31, 2002, Kroll subleased 3,510 square feet of office space from Kroll Background America and paid rent of $86,690.

Other

Mr. Constance, who became a director of Kroll in December 2000, is a partner in the law firm of Kramer Levin Naftalis & Frankel LLP, which provides legal services to Kroll.