THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

RSA Security Inc. (RSAS)

4/28/2006 Proxy Information

Mr. Stuckey served as Chairman of RSA Security Inc. from July 1996 to June 2003. He was President of RSA Security Inc. from January 1987 to March 1999 and Chief Executive Officer from March 1987 to January 2000.

On April 24, 2006, we acquired PassMark Security, Inc., a Delaware corporation, pursuant to the terms of an Agreement and Plan of Merger (the “Merger Agreement”) dated April 24, 2006 among RSA Security, S&C Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of the RSA Security, PassMark and the Representative (as defined in the Merger Agreement). On April 20, 2006, William H. Harris, Jr. was elected to our Board of Directors, subject to and effective immediately after the consummation of our acquisition of PassMark. As a result, Mr. Harris became a member of our Board of Directors on April 24, 2006.

Mr. Harris co-founded PassMark in June 2004 and served as its Chairman until we acquired PassMark. Mr. Harris was also a principal stockholder of PassMark. As a result of his equity holdings in PassMark, Mr. Harris received approximately $3,275,450 in cash (subject to certain post-closing adjustments and escrow arrangements) and 785,123 shares of our Common Stock as consideration in our acquisition of PassMark. Mr. Harris and the other former PassMark stockholders are subject to certain indemnification obligations under the Merger Agreement, which obligations are secured by an escrow account deducted from the total cash purchase price for the PassMark acquisition. As the former Chairman of PassMark, Mr. Harris is also the beneficiary of the director and officer indemnification provisions included in the Merger Agreement and the terms of his individual indemnification agreement with PassMark in connection with his service as a director of PassMark, which we have agreed to honor.

Mr. Harris also entered into a separate letter agreement with us under which he agreed to indemnify RSA Security for any claim arising out of PassMark’s failure to obtain a written acknowledgement from certain optionholders of PassMark as contemplated by the Merger Agreement.

In addition, in connection with the PassMark acquisition, RSA Security and Mr. Harris entered into a Non-Competition and Non-Solicitation Agreement. Under the terms of this agreement, Mr. Harris agreed, for a period of three years ending on April 24, 2009, not to compete with us in the area of consumer online authentication and voice biometrics and not to solicit customers or employees from RSA Security or PassMark.

4/26/2006 8K Information

Mr. Harris is a private investor. He co-founded PassMark and served as the Chairman until its acquisition by RSA Security in April 2006.

4/15/2005 Proxy Information

Mr. Stuckey served as Chairman of RSA Security Inc. from July 1996 to June 2003. He was President of RSA Security Inc. from January 1987 to March 1999 and Chief Executive Officer from March 1987 to January 2000.

4/21/2004 Proxy Information

During 2003, we had a venture capital fund, RSA Ventures I, L.P., which invested in the equity securities of privately held technology companies. RSA Ventures general partner was RSA Partners I, L.P., and under RSA Ventures Limited Partnership Agreement, RSA Partners was entitled to receive 20% of RSA Ventures cumulative net gain on its investments. Charles R. Stuckey, one of our directors and the former Chairman of our Board of Directors, and James K. Sims, the currently Chairman of our Board of Directors, were limited partners of RSA Partners. Mr. Stuckey invested or committed to invest $10,935, and Mr. Sims invested or committed to invest $6,562, in RSA Partners. Messrs. Sims and Stuckey were entitled to receive a nominal amount -- less than one one thousandth of a percent -- of any cumulative net gain that RSA Partners realized, over and above the return of their invested capital.

Mr. Stuckey has been Chairman Emeritus of RSA Security Inc. since June 2003, having served as Chairman since July 1996. He is a director of the Massachusetts Telecommunications Council and a member of the board of advisors of Ross College of Engineering, Ohio University. He was President of RSA Security Inc. from January 1987 to March 1999 and Chief Executive Officer from March 1987 to January 2000.

4/9/2003 Proxy Information

Charles R. Stuckey, Jr., the Chairman of our Board of Directors, and James K. Sims, the Vice Chairman of our Board of Directors, are limited partners of RSA Partners I, L.P., the general partner of RSA Ventures I, L.P., our venture capital fund.