THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Russ Berrie and Company, Incorporated (RUS)

4/8/2005 Proxy Information

The warehouse, office and distribution facilities set forth below are leased to the Company as follows: (1) the Petaluma, California facility is leased to the Company’s wholly-owned subsidiary Russ Berrie & Co. (West), Inc. by the personal representatives1 of the Estate of Mr. Russell Berrie (the “Estate”) on its behalf; title to such property will pass to The Russell Berrie 2002A Trust2; beneficiaries of such trust include Angelica Berrie and The Russell Berrie Foundation, a New Jersey Nonprofit Corporation (the “Foundation”), (2) the South Brunswick, New Jersey facility is leased to the Company by the Executors3 on behalf of the Estate; Angelica Berrie holds the sole beneficial interest in these premises, (3) the Oakland, New Jersey facility is leased to the Company by a partnership directly or indirectly owned by the Executors on behalf of the Estate (beneficiaries of the Estate include, among others, Angelica Berrie and the Foundation), Murray Berrie, the brother of the late Mr. Russell Berrie, Mr. Russell Berrie’s children, Leslie Berrie, Scott Berrie and Richard Berrie, and various other relatives of Mr. Russell Berrie; and (4) the Hounsdown, United Kingdom facility is leased to the Company’s wholly-owned subsidiary, Russ Berrie (U.K.) Limited, by Hounsdown, Inc., a New Jersey corporation. Angelica Berrie is the sole shareholder of Hounsdown, Inc. The Company believes that the terms of those leases are no less favorable to the Company than could have been obtained from unaffiliated third parties. The Company is also a guarantor of mortgage loan payments on the facility in South Brunswick, New Jersey and, in connection therewith, has executed a guarantee and has established a letter of credit with respect to such facility to secure such payment obligations. The Company has granted a security interest in accounts receivable and inventory of the Company up to $2,000,000 to secure its obligations under the Guarantee and the Amended and Restated Letter of Credit Reimbursement Agreement executed in connection therewith. The aggregate amount outstanding on such mortgage loan as of December 31, 2004 was $7,000,000. As the mortgage with respect to the Oakland, New Jersey property is no longer outstanding, the previously-reported Company guarantee of the mortgage loan payments with respect thereto has been terminated.

The table below lists such facilities, the current annual rentals and the lease expiration dates. (Table on page 21 of proxy)

The Company paid $241,108 during 2004 to Wilentz, Goldman & Spitzer, P.A. (“Wilentz”), a law firm that provides legal services to the Company. Mr. Rosner, who is deemed to beneficially own more than five percent of the Company’s Common Stock, is Of Counsel to Wilentz (he was shareholder and director of Wilentz until December 31, 2004). See note 2 to “Security Ownership of Certain Beneficial Owners,” above.

Brett Berrie, the step-son of Angelica Berrie, was employed by the Company as a Regional Account Executive until October 2004, and received aggregate compensation from the Company in the amount of $42,434 in 2004.

Gregorio Urra, the brother of Angelica Berrie, was employed by Tri-Russ International (Hong Kong) Limited (“Tri-Russ”), a wholly-owned subsidiary of the Company, as a Director of Product Development until December 2004. During 2004, Mr. Urra received aggregate compensation from Tri-Russ in the amount of $120,446, which consisted of (i) annual salary of $99,120, (ii) payment of $799 for untaken annual leave, (iii) Tri-Russ’ 2004 contribution in the amount of $12,390 to a mandatory “provident fund” (an unemployment/retirement fund to which Tri-Russ was obligated to contribute in accordance with Hong Kong law), and (iv) a net severance benefit of $8,137, which represents the total severance benefit due Mr. Urra under Hong Kong law, less aggregate amounts previously contributed by Tri-Russ to the provident fund.

Juan Lorenzo Urra, the brother of Angelica Berrie, is employed by Tri-Russ International (Hong Kong) Limited, a wholly-owned subsidiary of the Company, as a Sales Manager, and received aggregate compensation from said subsidiary in the amount of $81,696 in 2004.

The Company paid $86,651 during 2004 to Automatic Data Processing, Inc. (“ADP”), a computerized transaction processing, data communication and information services company that provides payroll services to the Company. Mr. Weston, Chairman of the Company’s Board, is Honorary Chairman of ADP (he retired as a director of ADP in November 2004).

The Company entered into an agreement dated September 21, 2000 with Charles Klatskin Company, Inc. to provide real estate brokerage services with respect to certain potential real estate transactions. The agreement provides that, unless otherwise agreed in writing, Charles Klatskin Company, Inc. will receive compensation only from the landlord or seller of the real estate transaction. Mr. Charles Klatskin, a member of the Company’s Board, is Chairman and President of Charles Klatskin Company, Inc. In 2004, Mr. Klatskin did not receive any compensation with respect to this agreement.

Sidney Slauson was of counsel to Rosner and Feltman (a law firm which provided legal services to Russ Berrie and Company) from 1990 until June 1995.

From time to time, the Company consults with or engages Bear, Stearns & Co. Inc. (“Bear Sterns”) to provide financial consulting services, including advice relating to potential acquisitions. In 2004, the Company engaged Bear Sterns as its exclusive financial advisor in connection with its acquisition of Kids Line, LLC. In addition, from 2001 until October 2004, the Company retained Bear Stearns Asset Management, Inc. (an affiliate of Bear Stearns) as one of its investment fund managers and, from January to October 2004, Bear Stearns Asset Management, Inc. managed cash balances for the Company in a maximum amount of approximately $47,000,000. Mr. Kaufthal, a member of the Company’s Board, is Vice Chairman-Investment Banking of Bear Stearns.

4/12/2004 Proxy Information

Benjamin J. Sottile was Vice Chairman of Russ Berrie and Comapny, Inc. from June 2000 to April 2002 and a consultant from July 1999 to May 2000.

Sidney Slauson was general counsel to Russ Berrie and Company, Inc. from 1966 until 1990.

Russell Berrie, Chairman and Chief Executive Officer of the Company until the date of his death on December 25, 2002, served as a member of the Board of Directors of United Retail Group, Inc. until such date. Raphael Benaroya, Chairman of the Board, President and Chief Executive Officer of United Retail Group, Inc., serves on the Compensation Committee of the Board of Directors of the Company.

In 2003, the Company paid a total of $52,454, including expenses, to Mr. Wallace Berrie, d/b/a/ Wallace Berrie and Company, to act as a consultant to the Company. Mr. Wallace Berrie no longer acts as a consultant to the Company. Mr. Wallace Berrie is the brother-in-law of Ms. Angelica Berrie. Brett Berrie, the step-son of Angelica Berrie, is employed by the Company as a Regional Account Executive, and received aggregate compensation from the Company in the amount of $68,429 in 2003. Gregorio Urra, the brother of Angelica Berrie, is employed by Tri-Russ International (Hong Kong) Limited, a wholly-owned subsidiary of the Company, as a Director of Product Development, and received aggregate compensation from the Company in the amount of $116,931 in 2003. Juan Lorenzo Urra, the brother of Angelica Berrie, is employed by Tri-Russ International (Hong Kong) Limited, a wholly-owned subsidiary of the Company, as a Sales Manager, and received aggregate compensation from the Company in the amount of $75,836 in 2003.

The Company entered into an agreement dated September 21, 2000 with Charles Klatskin Company, Inc. to provide real estate brokerage services with respect to certain potential real estate transactions. The agreement provides that, unless otherwise agreed in writing, Charles Klatskin Company, Inc. will receive compensation only from the landlord or seller of the real estate transaction. Mr. Charles Klatskin, a member of the Company’s Board of Directors, is Chairman and President of Charles Klatskin Company, Inc. In 2003, Mr. Klatskin did not receive any compensation with respect to this agreement.

The Company paid $85,509 during 2003 to Automatic Data Processing, Inc. (“ADP”), a computerized transaction processing, data communication and information services company that provides payroll services to the Company. Mr. Weston, a member of the Company’s Board of Directors and Chairman of the Company, is Honorary Chairman of ADP.

The Company paid $466,270 during 2003 to Wilentz, Goldman & Spitzer, P.A. (“Wilentz”), a law firm that provides legal services to the Company. Mr. Rosner, who is deemed to beneficially own more than five percent of the Company’s Common Stock, is a shareholder and director of Wilentz.

Bear, Stearns & Co. Inc. (“Bear Sterns”) had been retained by the Company as its exclusive financial advisor to explore various strategic alternatives that may have been available to the Company, however, with the arrival of a new Chief Executive Officer, the Company has terminated its exploration of such strategic alternatives. In addition, from time to time, the Company consults with or engages Bear Stearns to provide financial consulting services, including advice relating to potential acquisitions. Since 2001, the Company has retained Bear Stearns Asset Management, Inc. (an affiliate of Bear Stearns) as one of its investment fund managers. Bear Stearns Asset Management, Inc. manages approximately $47,000,000 of cash balances for the Company. Mr. Kaufthal, a member of the Company’s Board of Directors, is Vice Chairman-Investment Banking of Bear Stearns.

4/3/2003 Proxy Information

The Company paid $283,100 during 2002 to Wilentz, Goldman & Spitzer, P.A. ("Wilentz"), a law firm that provides legal services to the Company. Mr. Rosner, who is deemed to beneficially own more than five percent of the Company's Common Stock, is a shareholder and director of Wilentz..

In 2002, the Company paid a total of $136,552, including expenses, to Mr. Wallace Berrie, d/b/a/ Wallace Berrie and Company, to act as a consultant to the Company. Mr. Wallace Berrie continues to act as a consultant to the Company and receives a consulting fee of $10,000 per month, plus reimbursement of expenses. Mr. Wallace Berrie is the brother of the late Mr. Russell Berrie.

Angelica Berrie, the spouse of the late Mr. Berrie, was employed by the Company in 2002 as Vice President-Strategic Planning and received aggregate compensation from the Company in the amount of $154,831 that year.

Brett Berrie, the son of the late Mr. Berrie and the step-son of Angelica Berrie, is employed by the Company as a Regional Account Executive, and received aggregate compensation from the Company in the amount of $83,574 in 2002.

Gregorio Urra, the brother of Angelica Berrie and the brother-in-law of the late Mr. Berrie, is employed by Tri-Russ International (Hong Kong) Limited, a wholly owned subsidiary of the Company, as a Director of Product Development, and received aggregate compensation from the Company in the amount of $104,224 in 2002.

Juan Lorenzo Urra, the brother of Angelica Berrie and the brother-in-law of the late Mr. Berrie, is employed by Tri-Russ International (Hong Kong) Limited, a wholly owned subsidiary of the Company, as a Sales Manager, and received aggregate compensation from the Company in the amount of $73,857 in 2002.

Russell Berrie, Chairman and Chief Executive Officer of the Company until the date of his death on December 25, 2002, served as a member of the Board of Directors of United Retail Group, Inc. until such date. Raphael Benaroya, Chairman of the Board, President and Chief Executive Officer of United Retail Group, Inc., serves on the Compensation Committee of the Board of Directors of the Company.

From time to time, the Company consults with or engages Bear, Stearns & Co. Inc. to provide financial consulting services, including advice relating to potential acquisitions. In 2002, no compensation was paid to Bear, Stearns & Co. Inc. for such services. Since 2001, the Company has retained Bear Stearns Asset Management, Inc. (an affiliate of Bear, Stearns & Co. Inc.) as one of its investment fund managers. Bear Stearns Asset Management, Inc. manages approximately $51,000,000 of cash balances for the Company. Mr. Ilan Kaufthal, a member of the Company’s Board of Directors, is Vice Chairman-Investment Banking of Bear, Stearns & Co. Inc.

The Company entered into an agreement dated September 21, 2000 with Charles Klatskin Company, Inc. to provide real estate brokerage services with respect to certain potential real estate transactions. The agreement provides that, unless otherwise agreed in writing, Charles Klatskin Company, Inc. will receive compensation only from the landlord or seller of the real estate transaction. Mr. Charles Klatskin, a member of the Company’s Board of Directors, is Chairman and President of Charles Klatskin Company, Inc.

The Company paid $90,082 during 2002 to Automatic Data Processing, Inc. (“ADP”), a computerized transaction processing, data communication and information services company that provides payroll services to the Company. Mr. Josh S. Weston, a member of the Company’s Board of Directors and Acting Chairman of the Company, is Honorary Chairman of ADP.

The warehouse, office and distribution facilities set forth below are leased to the Company as follows: (1) the Petaluma, California facility is leased to the Company by the personal representatives1 of the Estate of Mr. Russell Berrie on its behalf on the same terms as had been leased by Mr. Berrie, Chairman and Chief Executive Officer of the Company, until his death on December 25, 2002; title to such property will pass to The Russell Berrie 2002A Trust2; beneficiaries of such trust include Angelica Berrie and The Russell Berrie Foundation, a New Jersey Nonprofit Corporation (the “Foundation”), (2) the South Brunswick, New Jersey facility is leased to the Company by the Executors3 on behalf of the Estate on the same terms as had been leased by Mr. Berrie; Angelica Berrie holds the sole beneficial interest in these premises, (3) the Oakland, New Jersey facility is leased to the Company by a partnership directly or indirectly owned by the Executors on behalf of the Estate, Murray Berrie, the brother of the late Mr. Russell Berrie, trusts for the benefit of Mr. Russell Berrie’s children, Leslie Berrie, Scott Berrie and Brett Berrie, and a trust for the benefit of various other relatives of Mr. Russell Berrie. Beneficiaries of the Estate include, among others, Angelica Berrie, and the Foundation; and (4) the Hounsdown, United Kingdom facility is leased to the Company’s wholly-owned subsidiary, Russ Berrie (U.K.) Limited, by Hounsdown, Inc., a New Jersey corporation. Angelica Berrie is the beneficial owner of Hounsdown, Inc. as distributee under The Russell Berrie 2002A Trust, subject to administration by the Executors of the Estate and by the trustees of said trust. The Company believes that the terms of those leases are no less favorable to the Company than could have been obtained from an unaffiliated third party. The Company is also a guarantor under mortgage loan payments on the facilities in South Brunswick and Oakland, New Jersey. The aggregate amount outstanding on the loans as of December 31, 2002 was $7,290,000. The Company also has guaranteed the lease obligations for the Hounsdown, United Kingdom facility. The table below lists such facilities, the current rentals and the lease expiration dates.

1 Angelica Berrie, Myron Rosner and Ilan Kaufthal are the personal representatives of the Estate applying for appointment in California to represent the Estate.

2 The trustees of such trust are Angelica Berrie, Myron Rosner, Ilan Kaufthal, Raphael Benaroya, Josh Weston, and Norman Seiden.

3 The executors of the Estate are Angelica Berrie, Myron Rosner, and Ilan Kaufthal.

4 Reflects base rental obligations. Does not include payments for real estate taxes and certain other items applicable to the premises.

5 The leases provide for the following renewal options: (i) the Petaluma lease has a 10 year renewal option, which must be exercised by notice no later than August 1, 2003; (ii) there is no option for renewal under the terms of the Oakland or Hounsdown leases; and (iii) the South Brunswick lease has a 5 year renewal option, which must be exercised by notice no later than May 31, 2003. As of the date hereof, the Company has not exercised any of the renewal options.

6 Represents rental of 1,041,000 pounds sterling converted at the December 31, 2002 exchange rate of $1.6097 = £1. The lease which commenced in April 2002, is for a term of twenty years, with rent reviews at the end of every fifth year of the lease, adjusted to an open market rental value.