THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Nextel Communications, Inc. (Retired) (NXTL.X)

4/6/2004 Proxy Information

Since March 1996, Mr. O'Brien has served as Vice Chairman of Nextel Communications, Inc., although he resigned from his employment with Nextel in November 2003. He served as Chairman from 1987 to March 1996 and as General Counsel from 1987 to October 1994.

Compensation Committee Interlocks and Insider Participation: The members of the compensation committee currently are Messrs. Drendel and Conway and Mrs. Hill. Until March 5, 2003, Mr. Weibling also served on this committee. Mr. Weibling is a director of Nextel Partners. During 2003, we received $15 million for the sale of FCC licenses and network assets to Nextel Partners. In November 2003, Nextel Partners redeemed its 12% nonvoting mandatorily redeemable preferred stock that we held for $39 million. Under our roaming agreement with Nextel Partners, we were charged $51 million during 2003 for our customers roaming on Nextel PartnersŐ network, net of roaming revenues earned. We also provide telecommunications switching services to Nextel Partners under a switch sharing agreement, for which we earned $44 million in 2003. We charged Nextel Partners $11 million in 2003 for administrative services provided under a services agreement. We also earned $4 million in 2003 in royalty fees. We had a net receivable due from Nextel Partners of $16 million as of December 31, 2003. Until December 1, 2003, Mr. Weibling served as vice chairman of Eagle River Investments, L.L.C. In 2003, we incurred costs of about $86,000 under our management support agreement with Eagle River. Mr. Weibling also served as our acting Chief Executive Officer from October 1995 until March 1996.

Motorola

We purchase handsets and accessories and a substantial portion of our network equipment from Motorola, which owns about 7.5% of our common stock. We also pay Motorola for handset service and repair, transmitter and receiver site rent and training and are reimbursed for some costs we incur under various marketing and promotional arrangements. We paid Motorola $2.2 billion during 2003 for these goods and services and net payables to Motorola were $230 million at December 31, 2003.

Keith J. BaneŐs directorship is connected with MotorolaŐs investment in Nextel. Motorola is entitled to nominate two persons for election as members of the board of directors. Motorola has elected currently to exercise this right only with respect to one nominee.

NII Holdings

NII Holdings, Inc., our former subsidiary, provides telecommunications services in selected Latin American markets. As of December 31, 2003, we owned about 18% of the outstanding common stock of NII Holdings.

Under an overhead services agreement with NII Holdings, we provide certain administrative, engineering and technical, information technology and marketing services to NII Holdings. Fees under this agreement were $306,000 for 2003. Under roaming agreements with NII Holdings, we were charged $7 million during 2003 for our customers roaming on NII HoldingsŐ network, net of roaming revenues earned. We had a net receivable due from NII Holdings of $1 million as of December 31, 2003.

In November 2003, we sold 3.0 million shares of NII Holdings common stock, which generated $209 million in net proceeds and a gain of $174 million. In addition, in February 2004, we tendered our $66 million of the NII Holdings 13% senior notes to NII Holdings in exchange for $77 million in cash.

Mr. Donahue was a director of NII Holdings until March 2004.

Nextel Partners

During 2003, we received $15 million for the sale of FCC licenses and network assets to Nextel Partners. In November 2003, Nextel Partners redeemed its 12% nonvoting mandatorily redeemable preferred stock that we held for $39 million.

Under our roaming agreement with Nextel Partners, we were charged $51 million during 2003 for our customers roaming on Nextel PartnersŐ network, net of roaming revenues earned. We also provide telecommunications switching services to Nextel Partners under a switch sharing agreement, for which we earned $44 million in 2003. We charged Nextel Partners $11 million in 2003 for administrative services provided under a services agreement. We also earned $4 million in 2003 in royalty fees. We had a net receivable due from Nextel Partners of $16 million as of December 31, 2003.

As of December 31, 2003, Mr. Donahue was a director of Nextel Partners, and we owned about 30% of the outstanding common stock of Nextel Partners.

Digital Radio and Eagle River

In 1995, we, Digital Radio, L.L.C. and Mr. Craig O. McCaw entered into a securities purchase agreement and other related agreements by which Digital Radio made a significant equity investment in us. Concurrently with the execution of these agreements, we entered into a management support agreement with Eagle River, an affiliate of Digital Radio that is also controlled by Mr. McCaw, under which Eagle River provided management and consulting services to us and our board of directors from time to time as requested until the agreement was terminated in March 2003.

In consideration of the services to be provided to us under the management support agreement, we agreed to reimburse Eagle River for all out-of-pocket costs, plus up to $200,000 per year for all allocable overhead costs reasonably incurred by Eagle River in connection with the performance of its obligations under the management support agreement. In 2003, we incurred costs of about $86,000 under the management support agreement. Until December 1, 2003, Mr. Weibling served as vice chairman of Eagle River.

Other Related Party Transactions

During 2003, one of our executive officers served as a member of the board of directors of RadioFrame Networks, Inc. at our request pursuant to our right to nominate a member of the board that we were granted in connection with investments by us in RadioFrame. We paid RadioFrame $9 million during 2003 for network equipment and software. We had amounts payable to RadioFrame outstanding of about $1 million as of December 31, 2003.

Loan Transaction

In connection with the commencement of his initial employment with us in August 2001, we provided Mr. Saleh with a $200,000 interest free loan. Since that time, in accordance with its initial terms, we have forgiven $150,000 in principal amount of this loan, including $66,667 in 2003. The principal balance of this loan at December 31, 2003 was $50,000. This loan was part of a compensation package designed to induce Mr. Saleh to join us and to provide an incentive for him to remain in our employment.

4/25/2003 Proxy Information

Digital Radio, Eagle River and Mr. McCaw On April 4, 1995, we, Digital Radio and Mr. McCaw entered into a securities purchase agreement and other related agreements by which Digital Radio made a significant equity investment in us. Concurrently with the execution of these agreements, we entered into a management support agreement with Eagle River, an affiliate of Digital Radio that is also controlled by Mr. McCaw, under which Eagle River provided management and consulting services to us and our board of directors from time to time as requested until the agreement was terminated on March 5, 2003. In consideration of the services to be provided to us under the management support agreement, we agreed to reimburse Eagle River for all out-of-pocket costs, plus up to $200,000 per year for all allocable overhead costs reasonably incurred by Eagle River in connection with the performance of its obligations under the management support agreement. We incurred costs of $200,000 plus $21,736 of expenses under this agreement during 2002. Messrs. Bryan and McCaw, members of our board of directors, are officers of Eagle River and Mr. Weibling, also a board member, is currently vice chairman of Eagle River. Motorola We purchase handsets and accessories and a substantial portion of our network equipment from Motorola. Our equipment purchase agreements with Motorola govern our rights and obligations regarding purchases of network equipment manufactured by Motorola. Our agreements with Motorola also provide for warranty and maintenance programs and specified indemnity arrangements. We also pay Motorola for handset service and repair, transmitter and receiver site rent and training and are reimbursed for some costs we incur under various marketing and promotional arrangements. We paid Motorola $2.3 billion during 2002 for these goods and services and net payables to Motorola were $225 million at December 31, 2002. Also in 2002, we and Motorola amended the agreements under which we purchase handsets, accessories and network equipment from Motorola to reflect changes in our pricing terms, among other matters. Mr. Bane, a member of our board of directors, was an officer of Motorola until November 2002. In addition, Motorola had transactions with NII Holdings, as described below. NII Holdings NII Holdings, our former subsidiary, provides telecommunications services in selected Latin American markets. Until November 12, 2002, we owned substantially all of the equity interests of NII Holdings. On November 12, 2002, NII Holdings consummated its reorganization under Chapter 11 of the U.S. Bankruptcy Code. All previously outstanding equity interests in NII Holdings were cancelled in the reorganization. As of November 12, 2002, we owned about 36% of the outstanding common stock of NII Holdings. The reorganization of NII Holdings included a new infusion of capital into NII Holdings of $190 million, $140 million of which was provided by existing creditors in exchange for about $181 million in aggregate principal amount at maturity of a new series of 13% senior secured notes of NII Holdings and shares of NII Holdings' class A common stock. We contributed $51 million of this $140 million and received in exchange about $66 million in aggregate principal amount at maturity of these new notes and shares of NII Holdings' class A common stock. We also provided $50 million of additional funding to NII Holdings in exchange for a U.S.-Mexico cross border spectrum sharing arrangement ($25 million of which remains in escrow until the earlier of the completion of NII Holdings' obligations under this arrangement and May 12, 2004). In addition, NII Holdings also purchased handsets and accessories and a substantial portion of its network equipment from Motorola under agreements similar to ours. NII Holdings paid Motorola $142 million during 2002 for these goods and services and net payables to Motorola were $51 million at December 31, 2002. Motorola Credit Corporation, a subsidiary of Motorola, has historically provided NII Holdings and its subsidiaries with significant vendor and bank financing, which financing has continued since NII Holdings' reorganization. Through the bankruptcy process, NII Holdings reinstated in full its previously outstanding $325 million equipment financing owed to Motorola Credit, subject to deferrals of principal amortization and some structural modifications. NII Holdings also repaid the outstanding principal balance, together with accrued interest, due under its $57 million incremental financing facility owed to Motorola Credit using restricted cash held in escrow, which amount will be available for future borrowing under some circumstances. Finally, NII Holdings reached an agreement with the lenders under its Argentina credit facilities (including Motorola Credit) to repurchase the outstanding balance owed to such creditors by its Argentine operating company for a $5 million payment and the issuance of 400,000 shares of NII Holdings' new class A common stock, or 2% of all shares of its new common stock outstanding on November 12, 2002. As of December 31, 2002, $328 million in principal amount was outstanding and due to Motorola Credit under these facilities. Under roaming agreements between one of our wholly owned subsidiaries and subsidiaries of NII Holdings, we were charged $7 million during 2002 for roaming expenses related to NII Holdings' networks, net of roaming revenues earned of $1 million. Upon NII Holdings' emergence from bankruptcy, we entered into a revised overhead services agreement with NII Holdings under which we provide certain administrative, engineering and technical information technology and marketing services for agreed upon service fees. During 2002, we charged NII Holdings $2 million for services provided under both the original and revised overhead services agreement. We had a net receivable due from NII Holdings of $1 million as of December 31, 2002. Mr. Donahue, a member of our board of directors, is also is a director of NII Holdings. XO Communications We paid $70 million to XO Communications during 2002 for telecommunications services. During 2002, Messrs. McCaw and Weibling, two members of our board of directors, served on the board of directors of XO Communications and Mr. McCaw held rights to shares representing a majority of the voting interest of XO Communications. As a result of XO Communications' reorganization under Chapter 11 of the U.S. Bankruptcy Code, Mr. McCaw no longer holds these interests. Nextel Partners Under a roaming agreement between one of our wholly owned subsidiaries and a wholly owned subsidiary of Nextel Partners, we were charged $40 million during 2002 for roaming expenses net of roaming revenues earned related to Nextel Partners' network. One of our wholly owned subsidiaries provides specified telecommunications switching services to Nextel Partners under a switch sharing agreement. For these services, we earned $52 million in 2002. We charged Nextel Partners $6 million in 2002 for administrative services provided under a services agreement. We had a net receivable due from Nextel Partners of $16 million as of December 31, 2002. Messrs. Weibling and Donahue, members of our board of directors, are also directors of Nextel Partners. Mr. McCaw and Motorola are also significant stockholders in Nextel Partners. We own about 32% of the common stock of Nextel Partners. Loan Transactions and Other In connection with the commencement of his initial employment with us in August 2001, we provided Mr. Saleh with a $200,000 interest free loan. Since that time, in accordance with its initial terms, we have forgiven $83,333 in principal amount of this loan, including $66,666 in 2002. The principal balance of this loan at December 31, 2002 was $116,667. This loan was part of a compensation package designed to induce Mr. Saleh to join us and to provide an incentive for him to remain in our employment. In connection with Mr. Mooney's commencement of employment, we provided Mr. Mooney with an interest-free loan in the amount of $3,000,000. Since then, in accordance with the terms of the loan, we had forgiven $1,000,000 in principal amount of this loan, including $500,000 in 2002 prior to Mr. Mooney's separation, at which time we forgave $2,000,000, the remaining balance of the loan.

Compensation Committee Interlocks and Insider Participation: The members of the compensation committee are Messrs. Drendel and Conway and Mrs. Hill. Until March 5, 2003, Mr. Weibling also served on this committee. Mr. Weibling currently serves as vice chairman of Eagle River. We incurred costs of $200,000 plus $21,736 of expenses in 2002 under our management support agreement with Eagle River. During 2002, Mr. Weibling was a director of XO Communications, Inc. During 2002, we paid $70 million to XO Communications for telecommunications services. Mr. Weibling is also a director of Nextel Partners. During 2002, we paid Nextel Partners $40 million for roaming services net of roaming revenues earned and charged them $52 million under a switch sharing agreement and $6 million for administrative services. At December 31, 2002, we had a net receivable due from Nextel Partners of $16 million. Mr. Weibling also served as our acting Chief Executive Officer from October 1995 until March 1996.