THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Scientific-Atlanta, Inc. (Retired) (SFA.X)

9/27/2005 Proxy Information

Scientific-Atlanta has letter agreements with Messrs. Ecker, Duke, Haislip and Harney which provide for the continuation of salary and certain benefits for a twelve-month period in the event of termination of employment without cause. Scientific-Atlanta also has agreements with Messrs. McDonald, Ecker, Duke, Haislip and Harney which provide for the payment of two times the executive’s compensation plus the continuation of the executive’s benefits for two years in the event the executive’s employment with Scientific-Atlanta is terminated within two years from the time of a change of control (as defined in the agreement) of Scientific-Atlanta, unless such termination is for cause.

Under our By-Laws, we may indemnify our directors and officers as permitted by law so that they will be free from undue concern about personal liability in connection with their service to Scientific-Atlanta. Scientific-Atlanta has also entered into agreements with our directors and executive officers that obligate us to indemnify them. Under these agreements, we incurred legal expenses for certain directors and officers in connection with certain legal proceedings described in our Form 10-K in an aggregate amount of approximately $955,000 during fiscal year 2005.

Included in the legal expenses discussed above for fiscal year 2005 was an immaterial amount of fees related to the putative shareholder’s derivative action filed purportedly on behalf of Scientific-Atlanta by Paul Thompson in April 2002 in the Superior Court of Gwinnett County, Georgia, against certain officers and all of our directors. The suit alleges that the defendants withheld adverse information concerning Scientific-Atlanta’s financial condition and prospects, which allegedly led to an artificially inflated stock price. Plaintiff purports to bring claims for breach of fiduciary duty and misappropriation of information against certain defendants who sold shares of Scientific-Atlanta common stock. Plaintiff also purports to bring claims against all defendants for breach of fiduciary duty and waste of corporate assets for allegedly failing to disclose accurate information concerning Scientific-Atlanta and for allowing sales of Scientific-Atlanta common stock by certain defendants. In November 2004, the court granted our motion to dismiss the complaint with prejudice. Plaintiff has filed an appeal with the Georgia Court of Appeals.

During fiscal year 2005, Jeffrey H. Taylor, a son-in-law of Mr. McDonald, was employed by Scientific-Atlanta as a Director, Business Development. Mr. Taylor was paid an aggregate salary and bonus of $105,835 for his services during the year. During fiscal year 2005, Robert B. Disney, a brother-in-law of Michael P. Harney, Senior Vice President; President, Subscriber Networks, was employed by Scientific-Atlanta as an Associate Staff Mechanical Engineer. Mr. Disney was paid an aggregate salary and bonus of $81,523 during the year. During fiscal year 2005, Terry Thomson, a son-in-law of Patrick M. Tylka, Senior Vice President; President, Worldwide Sales, was employed by Scientific-Atlanta as an account manager in the sales organization. Mr. Thomson was paid an aggregate salary, bonus and sales incentives of $123,823 during the year. During fiscal year 2005, Shawn Tylka, a daughter of Mr. Tylka was employed by Scientific-Atlanta as an Associate Staff Marketing Communications Specialist. Ms. Tylka was paid a salary of $64,327 during the year.

9/27/2004 Proxy Information

Scientific-Atlanta has letter agreements with Messrs. Ecker, Duke, Haislip and Harney which provide for the continuation of salary and certain benefits for a twelve-month period in the event of termination of employment without cause. Scientific-Atlanta also has agreements with Messrs. McDonald, Ecker, Duke, Haislip and Harney which provide for the payment of two times the executive’s compensation plus the continuation of the executive’s benefits for two years in the event the executive’s employment with Scientific-Atlanta is terminated within two years from the time of a change of control (as defined in the agreement) of Scientific-Atlanta, unless such termination is for cause.

Under our by-laws, we may indemnify our directors and officers to the fullest extent permitted by law so that they will be free from undue concern about personal liability in connection with their service to Scientific-Atlanta. Scientific-Atlanta has also entered into indemnification agreements with our directors and executive officers that contractually obligates us to provide this indemnification to them. During fiscal year 2004, we advanced legal expenses to certain directors and officers in connection with a shareholder derivative suit and certain other legal proceedings described in our Form 10-K in an aggregate amount of approximately $257,000.

During fiscal year 2004, Jeffrey H. Taylor, a son-in-law of Mr. McDonald, was employed by Scientific-Atlanta as a Manager, Strategic Planning. Mr. Taylor was paid an aggregate salary and bonus of $95,615 for his services during the year. During fiscal year 2004, Robert B. Disney, a brother-in-law of Michael P. Harney, Senior Vice President; President, Subscriber Network Systems, was employed by Scientific-Atlanta as an Associate Staff Mechanical Engineer. Mr. Disney was paid an aggregate salary and bonus of $78,377. During fiscal year 2004, Terry Thomson, a son-in-law of Patrick M. Tylka, Senior Vice President; President, Worldwide Sales, was employed by Scientific-Atlanta as an account manager in the sales organization. Mr. Thomson was paid an aggregate salary, bonus and sales incentives of $121,517.

10/2/2003 Proxy Information

Scientific-Atlanta has letter agreements with Messrs. Ecker, Wredberg, Duke and Haislip which provide for the continuation of salary and certain benefits for a twelve-month period in the event of termination of employment without cause. Scientific-Atlanta also has agreements with Messrs. McDonald, Ecker, Wredberg, Duke and Haislip which provide for the payment of two times the executive’s compensation plus the continuation of the executive’s benefits for two years in the event the executive’s employment with Scientific-Atlanta is terminated within two years from the time of a change of control (as defined in the agreements) of Scientific-Atlanta, unless such termination is for cause.

Under our by-laws, we may indemnify our directors and officers to the fullest extent permitted by law so that they will be free from undue concern about personal liability in connection with their service to Scientific-Atlanta. Scientific-Atlanta has also entered into indemnification agreements with our directors and executive officers that contractually obligates us to provide this indemnification to them. In addition, we maintain directors and officers liability insurance. During fiscal year 2003, we advanced legal expenses not covered by insurance to certain directors and officers in connection with a shareholder derivative suit and certain other legal proceedings described in our Form 10-K in an aggregate amount of approximately $478,000.

During fiscal year 2003, Jeffrey H. Taylor, a son-in-law of Mr. McDonald, was employed by Scientific-Atlanta as a Manager, Strategic Planning. Mr. Taylor was paid an aggregate salary and bonus of $87,558 for his services during the year. During fiscal year 2003, Robert B. Disney, a brother-in-law of Michael P. Harney, Senior Vice President; President, Subscriber Network Systems, was employed by Scientific-Atlanta as an Associate Staff Mechanical Engineer. Mr. Disney was paid an aggregate salary and bonus of $73,190.