THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Seitel, Inc. (SELA.OB)

4/7/2006 Proxy Information

Mr. Zeidman was named Chairman of Seitel, Inc. on June 3, 2002 and served as interim President and Chief Executive Officer from October 5, 2004 until December 15, 2004. He also served as interim Chief Executive Officer from November 6, 2002 to December 6, 2002.

4/7/2006 Proxy Information

4/12/2005 Proxy Information

Mr. Lenig served as Chief Executive Officer and President of Seitel, Inc. until February 2004.

In connection with the Plan, the Company entered into a standby purchase commitment (the “Standby Commitment Letter”) with Mellon HBV, which currently beneficially owns 21.8% of the outstanding shares of the Company’s common stock on a fully diluted basis. Under this agreement, Mellon HBV, agreed for itself and on behalf of certain of its affiliated funds and managed accounts (together, the “Standby Purchasers”) to purchase, at $.60 per share, after the expiration of warrants to purchase 125,000,000 shares of the Company’s common stock (the “Stockholder Warrants”) on August 2, 2004 but in no event later than August 12, 2004, all shares of reorganized common stock not purchased upon the exercise of the Stockholder Warrants. On August 12, 2004, Mellon HBV fulfilled its standby purchase commitment and purchased from the Company, at $.60 per share, 5,873,846 shares of the Company’s common stock not purchased as a result of the exercise of Stockholder Warrants, for an aggregate of $3,524,307. As compensation for Mellon HBV’s obligation, the Company issued to them on August 12, 2004 warrants to purchase 15,037,568 shares of the Company’s common stock. Such warrants are exercisable until August 12, 2011 at an initial exercise price of $.72 per share, subject to adjustment upon the occurrence of certain events. Under a registration rights agreement entered into on the effective date of the Plan, the Standby Purchasers have registration rights for the resale of the Company’s securities held by (or issuable to) them.

Mellon HBV was required by the holders of our previously outstanding $255 million senior notes to obtain an irrevocable standby letter of credit to secure all performance obligations under the standby purchase commitment. The Company reimbursed Mellon HBV the fees associated with this letter of credit totaling $2.5 million. Additionally, the Company reimbursed the Standby Purchasers for fees and expenses of approximately $1.1 million incurred in connection with the negotiation, preparation, execution and delivery of the Standby Commitment Letter and other related matters. Such amounts are reflected in reorganization items in our Consolidated Statement of Operations for the year ended December 31, 2004 included in our consolidated financial statements for the year ended December 31, 2004 included in our annual report on Form 10-K.

3/30/2004 10K Information

Seitel entered into a number of transactions with Helm Capital Group, Inc. and its subsidiaries when a Helm executive officer was a director of Seitel. As of February 2002, the Helm executive officer ceased being a director of Seitel. Seitel owed Helm $16,000 as of December 31, 2002, for sales of seismic data and for general and administrative expenses paid by Helm on behalf of Seitel. No amounts were owed at December 31, 2003. Seitel incurred charges of $88,000 and $175,000, for these general and administrative expenses during 2002 and 2001, respectively. No such costs were incurred in 2003. It is not anticipated that Seitel will incur any general and administrative expenses paid by Helm on behalf of Seitel in future years.

On October 2, 1998, Seitel granted five-year loans at an interest rate of 4% to many of its employees for the purchase of an aggregate of 794,300 shares of common stock at the then market price of $10.3125 per share and options to purchase a like number of shares of common stock at an exercise price of $11.75 per share. Payment of 60% of the loan amount plus accrued interest was made in equal monthly, quarterly or annual payments, as applicable, and a balloon payment of the remaining 40% was due on October 2, 2003. Loans were made to Mr. Simon, President of Seitel Data, Ltd., amounting to $515,625, to Mr. Callaghan, our chief operating officer , amounting to $192,031 and to Ms. Kendrick, our acting chief financial officer, amounting to $257,813. The largest aggregate amounts of principal and interest outstanding on such loans since January 1, 2003, were approximately $262,000 for Mr. Simon, $52,000 for Mr. Callaghan and $131,000 for Ms. Kendrick. As of October 2003, the aggregate amounts of principal and interest outstanding on such loans to Messrs. Simon and Callaghan and Ms. Kendrick had been paid in full.

In October 2001, Seitel guaranteed an institutional loan totaling $600,000 to Kevin Fiur, its former chief operating officer and general counsel, who later was named chief executive officer and who resigned in November 2002. Under the terms of Mr. Fuir's separation agreement, a portion of the amount outstanding was paid and he is required to make annual installments of $60,000 with a maturity date of November 13, 2006. The outstanding and unpaid principal balance on the loan was $193,000 on March 25, 2004. The loan is presently current and is not otherwise in default.

During 2001, Mr. Frame and Ms. Debra Valice, two former executive officers of Seitel, received advances against bonus and commission payments that were contingent upon achieving pre-tax profits goals during 2001. The pre-tax profits goals were not met in 2001. Seitel initially determined that advances previously paid but not earned or awarded would be repaid pursuant to promissory notes; however, the repayment of the note from Mr. Frame and certain other matters are the subject of pending litigation proceedings between Seitel and Mr. Frame. The repayment of the note from Ms. Valice and certain other matters were the subject of litigation proceedings between Ms. Valice and Seitel which proceedings have been settled, resulting in the forgiveness of such debt by Seitel. The SEC has informed Seitel that it has issued a formal order of investigation relating to the events surrounding the advances and other matters concerning Mr. Frame. The U.S. Attorney's Office for the Southern District of Texas was also investigating these events. For additional information concerning the pending matter involving Seitel and Mr. Frame, please see "Business-Legal Proceedings."

Seitel instituted an action against Mr. Pearlman, Seitel's former chairman of the board, seeking a declaratory judgment with respect to his employment agreement. Mr. Pearlman asserted various counterclaims. On May 9, 2003, this litigation was settled under an agreement that provided Mr. Pearlman $485,000 for certain out-of-pocket costs and expenses, payment to him of $1 million and issuance of a note to him in the amount of $735,000 payable in equal installments over a period of 10 years. Under the Plan, the Pearlman note will be reaffirmed or reissued, Pearlman was allowed to file claims, if any, that he sought to assert and, except as amended by the Plan, with respect to certain indemnity obligations, Seitel will perform its obligation under the settlement.

On the effective date of the Plan, we will enter into a Standby Purchase Agreement with Mellon HBV, which beneficially owns approximately 9.28% of the outstanding shares of our common stock. Under this agreement, Mellon HBV, for itself and on behalf of certain affiliated funds and managed accounts, will purchase from us on the Guaranty Performance Date, at 60 cents per share, up to 125,000,000 shares of our reorganized common stock (representing the maximum number of shares subject to the Stockholder Warrants) not purchased upon the exercise of the Stockholder Warrants, at a maximum aggregate purchase price of $75 million. Mellon HBV will have the right to designate additional standby purchasers to participate in the purchase of those shares not purchased upon the exercise of the stockholder warrants.

Mellon HBV has agreed to purchase any and all shares of reorganized common stock required to be purchased under the standby purchase agreements to the extent any of the other Standby Purchasers for any reason breach their obligations to purchase shares of reorganized common stock thereunder. Accordingly, even if the Stockholder Warrants are not exercised in full before they expire thirty days after the effective date, we are assured to receive proceeds of $75 million, before deducting the expenses payable by us and currently estimated to be approximately $2.2 million. From and after the effective date of the Plan, the obligations of the Standby Purchasers under the standby purchase agreements will not be subject to any conditions, other than our obligation to pay certain expenses of the Standby Purchasers and the absence of any claim, action, suit, investigation, litigation or proceeding pending or threatened that would restrict the performance by the Standby Purchasers of their obligations thereunder.

As consideration for the Standby Purchase Agreement, we have agreed to permit Mellon HBV to designate two members of Seitel's initial seven person staggered board of directors to serve as of the effective date of the Plan. A third director will be selected by mutual agreement of Mellon HBV, the Official Equity Committee and our chairman of the board of directors. In addition, whether or not the Standby Purchasers are required to purchase any shares of reorganized common stock under the standby purchase agreements, we will issue to the Standby Purchasers on the Guaranty Performance Date warrants to purchase up to 15,037,568 shares of reorganized common stock, representing 9.10% of the issued and outstanding shares of reorganized common stock on a fully-diluted basis, without giving effect to the issuance of up to 5% of our fully diluted shares of reorganized common stock reserved for issuance under our 2004 omnibus stock option plan. Such warrants will be issued to each Standby Purchaser on a pro rata basis according to each Standby Purchaser's respective investment obligation. Such warrants will (1) become exercisable on the Guaranty Performance Date, (2) expire on the seventh anniversary of the Guaranty Performance Date, (3) be transferable, and (4) have an exercise price of 72 cents per share.

If and to the extent the managing underwriter for our contemplated private placement of new senior notes recommends by written notice to us not later than the effective date of the Plan that we escrow the net proceeds of that offering, then Mellon HBV, upon the written request of the holders of our senior unsecured notes delivered not later than the third day after the effective date of the Plan, will obtain at our expense an irrevocable standby letter of credit to secure all performance obligations, if any, of the Standby Purchasers under the standby purchase commitment

3/31/2003 10k Information

The Company paid approximately $764,000 in 2002, $31,000 in 2001 and $43,000 in 2000 to Aeroscan International Inc. ("Aeroscan") for certain data acquisition related services. Approximately 4% of the equity of Aeroscan is owned by each of Robert Simon, President of Seitel Data, Ltd., a wholly owned subsidiary of the Company, and Kevin Callaghan, Chief Operating Officer of the Company, and an additional approximately 6% of the equity of Aeroscan is owned by other officers and employees of the Company. Mr. Callaghan served as a director of Aeroscan until his resignation in December 2002.

The Company owed Helm Capital Group, Inc. and its subsidiaries ("Helm"), a company that has an executive officer who is a former director of the Company, $16,000 and $49,000 as of December 31, 2002 and 2001, respectively, for sales of seismic data they jointly own and for general and administrative expenses paid by Helm on behalf of the Company. The Company incurred charges of $88,000, $175,000 and $117,000, for these general and administrative expenses during 2002, 2001 and 2000, respectively. It is not anticipated that the Company will incur any general and administrative expenses paid by Helm on behalf of the Company in future years.

On July 21, 1992, the Company granted ten-year loans at an interest rate of 4% to most of its employees for the purchase of an aggregate of 800,000 shares of the Company's common stock at the then market price of $2.6875 per share. Payments of 5% of the original principal balance plus accrued interest were due annually on August 1, with a balloon payment of the remaining principal and accrued interest due August 1, 2002. All loans were paid in full with the exception of loans to three former employees. The Company has provided an allowance for collection of these notes totaling $398,000. The stock certificates on the unpaid loans are held by the Company as collateral until payment is received. The Company recorded compensation expense due to the below market interest rate on these loans of $26,000 in 2002. Loans in excess of $60,000 were made to Mr. Frame. The largest aggregate amounts of principal and interest outstanding on such loans since January 1, 2002, were approximately $314,000. As of March 15, 2003, the aggregate amounts of principal and interest outstanding on such loans were approximately $314,000.

On October 2, 1998, the Company granted five-year loans at an interest rate of 4% to most of its employees for the purchase of an aggregate of 794,300 shares of the Company's common stock at the then market price of $10.3125 per share and options to purchase a like number of shares of the Company's common stock at an exercise price of $11.75 per share. Payment of 60% of the loan amount plus accrued interest is being made in equal monthly, quarterly or annual payments, as applicable, and a balloon payment of the remaining 40% is due on October 2, 2003. The Company has provided an allowance for collection on the notes due from certain former employees totaling $1,449,000. The stock certificates are held by the Company as collateral until payment is received. The Company recorded compensation expense due to the below market interest rate on these loans of $33,000 in 2002. Loans in excess of $60,000 were made to Mr. Frame amounting to $773,438, to Mr. Simon amounting to $515,625, to Mr. Callaghan amounting to $192,031 and to Ms. Kendrick amounting to $257,813. The largest aggregate amounts of principal and interest outstanding on such loans since January 1, 2002, were approximately $491,000 for Mr. Frame, $327,000 for Mr. Simon, $69,000 for Mr. Callaghan and $163,000 for Ms. Kendrick. As of March 15, 2003, the aggregate amounts of principal and interest outstanding on such loans were approximately $491,000 for Mr. Frame, $251,000 for Mr. Simon, $49,000 for Mr. Callaghan and $126,000 for Ms. Kendrick.

In October 2001, the Company guaranteed an institutional loan totaling $600,000 to its former chief operating officer and general counsel, who later was named chief executive officer and who resigned in November 2002. Under the terms of his separation agreement, a portion of the amount outstanding was paid and the former employee is required to pay the remaining balance on or before November 13, 2004. The outstanding and unpaid balance on the loan was $253,373 at March 15, 2003. The loan is presently current and not in default.

During 2001, two former executive officers received advances against bonus and commission payments that were contingent upon achieving pre-tax profits goals during 2001. The pre-tax profits goals were not met in 2001. The Company initially determined that advances previously paid but not earned or awarded would be repaid pursuant to promissory notes; however, the repayment of these notes and certain other matters are the subject of litigation proceedings between the Company and each of the former executive officers. Also, the SEC has informed the Company that it has issued a formal order of investigation relating to these events. The U.S. Attorney's Office for the Southern District of Texas is also investigating these events.