THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

NDCHealth Corporation (Retired) (NDC.X)

9/15/2004 Proxy Information

During fiscal 2004, there was one full recourse, secured loan outstanding from the Company to MRY Partners, a family limited partnership of which Mr. Robert A. Yellowlees, former Chairman of the Company, serves as the sole general partner. This loan, in the principal amount of $1,675,131, was extended during 2001 to fund the exercise prices of certain stock options that would have had to expire earlier than called for in the stock option agreements as a result of Mr. Yellowlees’ termination of employment from the Company due to the Company’s reorganization and spin-off of Global Payments Inc. The Company chose not to extend the stock option exercise periods to their original dates. In lieu of this, loans were offered to the executive to permit exercise within the accelerated 90-day time period for the stock options. The partnership exercised the options with the proceeds of the loans. Two loans in the original aggregate principal amount of $2,611,876 were repaid in full during fiscal years 2002 and 2003, respectively, ahead of their due dates. The remaining loan was repaid in full in fiscal 2004 in advance of its due date.

8/29/2003 Proxy Information

One full recourse, secured loan remains outstanding from the Company to MRY Partners, a family limited partnership of which Mr. Yellowlees, former Chairman of the Company, serves as the sole general partner. This loan, in the principal amount of $1,675,131, was extended during 2001 to fund the exercise prices of certain stock options that would have had to expire earlier than called for in the stock option agreements as a result of Mr. Yellowlees’ termination of employment from the Company due to the Company’s reorganization and spin-off of Global Payments Inc. The Company chose not to extend the stock option exercise periods to their original dates. In lieu of this, loans were offered to the executive to permit exercise within the accelerated 90-day time period for the stock options. The partnership exercised the options with the proceeds of the loans. Two loans in the original aggregate principal amount of $2,611,876 were repaid in full during fiscal years 2002 and 2003, respectively, ahead of their due dates. The remaining outstanding loan is represented by a full recourse note which bears interest at the applicable federal rate in effect at the time the loan was made (4.77%), and is secured by shares of Company stock. This loan will become due and payable on June 1, 2004, which date corresponds to the original terms of the related stock options.

On May 27, 2003, the Company completed its acquisition of TechRx Incorporated through the merger of TechRx into a wholly owned subsidiary of the Company. In connection with this transaction, all holders of shares, options and warrants in TechRx were entitled to receive $5.55 per share in merger consideration less any applicable exercise price. Mr. Porfeli, as the holder of 200,000 shares of TechRx common stock, 79,900 warrant shares, and 800,000 option shares, received the aggregate amount of $5,593,545 in exchange for such holdings.