THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Photronics, Incorporated (PLAB)

2/22/2005 Proxy Information

Constantine S. Macricostas is the father of George Macricostas.

Mr. Constantine Macricostas is party to a five (5) year consulting agreement at an annual retainer of $175,000 per annum which became operative upon his retirement as an employee of the Company on April 18, 2003. During the term of that agreement Mr. Macricostas has agreed to not be employed by or otherwise engage in any activities that compete with the Company's business. Mr. Macricostas' Consulting Agreement was not amended in fiscal 2004 even though Mr. Macricostas was appointed Chief Executive Officer in February 2004.

The Company is a party to a long-term service contract entered into in 2002 pursuant to which it outsources the administration of its global wide area network and related communication services to RagingWire Telecommunications, Inc. ("RagingWire"), a supplier of secure data center facilities and managed IT services, located in Sacramento, California. Constantine Macricostas is a founder, majority shareholder and the chairman of the board of directors of RagingWire, and his son, George Macricostas is a director and chief executive officer. The decision to pursue an outsourced solution to satisfy the Company's network and communications needs was made by management, and the Company obtained bids from and reviewed the service offerings of six other global and regional vendors before RagingWire was selected as the most favorably priced solution for its service offerings. During the 2004 fiscal year, the Company incurred expenses of $3.4 million for services provided to the Company by RagingWire.

Soo Hoo Jeong, an officer of the Company, who also serves as the chief executive officer and president of the Company's majority held subsidiary in Korea, PK Ltd., is also a significant shareholder of S&S Tech which serves as a supplier of photomask blanks to the Company. In 2004, the Company purchased $8.3 million of photomask blanks from S&S Tech of which $0.7 million was owed to S&S Tech as of October 31, 2004.

The Company has an operating policy with the purpose of ensuring that contracts with entities in which any director, officer or other member of management has a financial interest are competitively priced and commercially reasonable. Under the policy, any such contract must be reviewed and approved in advance by the Audit Committee, CEO and CFO of the Company and the Company will obtain independent assessment of the commercial reasonableness of the contract as considered necessary.

2/27/2004 Proxy Information

Constantine S. Macricostas is the father of George Macricostas. Photronics, Inc. is a party to a long-term service contract entered into in 2002 pursuant to which it outsources the administration of its global wide area network and related communication services to RagingWire Telecommunications, Inc. George Macricostas is a director and chief executive officer.

Michael J. Yomazzo served as Chief Executive Officer of Photronics, Inc. from August 1997 until December 1998 and as President from January 1994 until December 1998. He also previously served Photronics as Vice Chairman and a director.