THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Material Sciences Corporation (MSC)

5/23/2006 Proxy Information

Mr. Stewart served as a consultant to MSC during fiscal 2004. Mr. Stewart received a deferred payment of $212,000 in fiscal 2005 related to his consulting contract.

Kevin Williams, MSC’s current Vice President, Operations, became an executive officer of MSC in April 2006. In November 2005, he relocated to the Chicago area and at that time, MSC granted him a loan in the principal amount of $75,000 for certain relocation expenses. The loan bore interest at a rate of 4.25% per annum, was full recourse to Mr. Williams and became tentatively payable on May 1, 2006, but no later than May 1, 2007. The largest aggregate amount of debt outstanding during fiscal year 2006 was $75,000 in principal and $742 in interest. The loan was repaid in full with interest of $1,423 on May 17, 2006.

7/13/2005 Proxy Information

Mr. Stewart served as a consultant to MSC during fiscal 2004. Mr. Stewart received a deferred payment of $212,000 in fiscal 2005 related to his consulting contract.

5/21/2004 Proxy Information

Mr. Stewart served as a consultant to MSC during fiscal 2004. Mr. Stewart earned consulting fees of $118,500 and was reimbursed for reasonable out of pocket expenses. In addition, Mr. Stewart is to receive a deferred payment of $112,000 in February 2005 related to his consulting agreement.

Mr. Callahan was President and Chief Executive Officer of Material Sciences Corporation through February 2004.

5/22/2003 Proxy Information

No related party transactions or special relationships reported for this company. Director relationships marked "Outside Related" at this firm will most often be former executives of the company. Additional information regarding these relationships will be added during our regular updates.