THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Siebel Systems, Incorporated (SEBL)

4/29/2005 Proxy Information

Mr. Siebel was Chief Executive Officer until May 2004 and President from July 1993 until May 1999.

We previously entered into a sublease agreement and a time-sharing agreement with First Virtual Air, LLC (“First Virtual”), a company wholly owned by our Chairman, Thomas M. Siebel. Under these agreements, First Virtual made an aircraft that it leases available to us for business use. We incurred the costs associated with the operation and maintenance of the aircraft, and contracted with third parties to perform the services related to this operation and maintenance. To the extent Mr. Siebel used the aircraft for personal use, he reimbursed us for our operating and maintenance costs related to such personal use. At Mr. Siebel’s request, in October 2004 we terminated the sublease agreement and the time-sharing agreement and entered into a new time-sharing agreement whereby First Virtual incurs all costs associated with the operation and maintenance of the aircraft. We are permitted to use the aircraft for business travel on a time-sharing basis, and we reimburse First Virtual for their operating and maintenance costs relating to our use of the aircraft for business travel, if any. In 2004, through the date of termination of the earlier agreements, First Virtual reimbursed us for $276,099 of our operating and maintenance costs related to Mr. Siebel’s personal use of the aircraft. First Virtual also reimbursed us for certain excise taxes, insurance and equipment in the amount of $147,517 in 2004. We reimbursed First Virtual for $9,483 of their operating and maintenance costs related to our use of the aircraft for business travel under the new time-sharing agreement.

During 2004, we leased two corporate aircraft and owned one aircraft. We operate and maintain these aircraft, contracting with third parties to perform the services related to this operation and maintenance. On a limited basis, certain of our officers may use these aircraft for personal use, and we report the standard industry fare level for all personal travel as income for these officers. We also have an arrangement pursuant to which Mr. Siebel may use these aircraft for personal use, provided that he reimburses us for the operating costs, valued at fair market rates as determined by applicable rules, associated with this personal use. During 2004, Mr. Siebel reimbursed us for $61,429 of our operating costs related to his personal use of these aircraft.

Entities affiliated with Mr. Siebel lease office space at our principal offices, 2207 Bridgepointe Parkway, San Mateo, California 94404. During 2004, Mr. Siebel reimbursed us $74,250 for the use of this office space.

We leased an apartment owned by Mr. Siebel at 2 Boulevard Suchet, Paris, France for certain business-related use associated with our European Executive-in-Residence program. This program was established in 1999 and provided for members of our executive management team to relocate to Europe on a rotating basis in order to establish closer relationships with our European customers and partners. The lease rate for 2004 was Ř1 per year. We have reflected the fair value of our use of this apartment, estimated at approximately $261,000, as rent expense and addition to equity in our consolidated financial statements. Mr. Siebel did not use this apartment for any purpose during 2004. We have terminated the European Executive-in-Residence program, and accordingly, in April 2005 we terminated our lease of this apartment.

We believe that the foregoing transactions were on terms no less favorable than could be obtained from unaffiliated third parties.

In 1996, Siebel Systems and Mr. Siebel were sued by a former employee. The lawsuit contained several causes of action that we believe were frivolous—especially those filed against Mr. Siebel in his individual capacity as then Chief Executive Officer. We have a longstanding practice of vigorously defending ourselves and our officers against any and all frivolous claims, and this case was no exception. After receiving a favorable jury verdict in this case, a malicious prosecution lawsuit was filed against the plaintiff’s attorneys on behalf of Mr. Siebel. On May 6, 2004, the Court of Appeal ruled in Mr. Siebel’s favor, overturning a previous summary judgment ruling and reinstating the malicious prosecution lawsuit. The defendants petitioned the California Supreme Court for review of the appellate decision and the Supreme Court granted the Petition. Opening and Answer Briefs have been filed and we anticipate a hearing in front of the Supreme Court later this year. During 2004, we incurred fees totaling $147,090 in this matter. We believe that our principled strategy of seeking any and all means of redress to protect ourselves and our officers from meritless or malicious lawsuits has been highly beneficial to us, since we believe it has had and continues to have a strong deterrent effect on other potential plaintiffs and their attorneys who may be considering frivolous actions against us and our officers.

We are in the process of selling our portfolio of private equity securities to several third parties in a series of separate transactions. As part of this process, on March 31, 2005, we sold all of the shares of Satmetrix, Inc., a Delaware corporation (“Satmetrix”), held by us to Sutter Hill Ventures, A California Limited Partnership (“Sutter Hill Ventures”), for an aggregate purchase price of $3,300,000. James C. Gaither, a member of our Board of Directors, is a Managing Director of Sutter Hill Ventures and a member of the Board of Directors of Satmetrix. The purchase price paid by Sutter Hill Ventures was higher than the two previous offers we recently received from unaffiliated third parties in connection with their offers to purchase our portfolio of private equity securities.

We have entered into indemnity agreements with certain employees, officers and directors that provide, among other things, that we will indemnify such employee, officer or director, under the circumstances and to the extent provided for therein, for expenses, damages, judgments, fines and settlements he or she may be required to pay in actions or proceedings which he or she is or may be made a party by reason of his or her position as an employee, officer, director or other agent of Siebel Systems, and otherwise to the full extent permitted under Delaware law and our Bylaws.

5/20/2004 Proxy Information

First Virtual Air LLC, a company wholly-owned by Thomas M. Siebel, our Chairman, makes an aircraft that it leases available to us for business use. Through a sublease agreement between us and First Virtual Air, we incur certain costs associated with operating and maintaining the aircraft, and we contract with third parties to perform the services related to this operation and maintenance. To the extent that Mr. Siebel uses the aircraft for personal use, he has agreed to reimburse us for the operating costs incurred by us related to such personal use. During 2003, First Virtual Air reimbursed us for $345,000 of our operating costs related to Mr. Siebel's personal use of the aircraft.

During 2003, we leased two corporate aircraft and owned one aircraft. We operate and maintain these aircraft, contracting with third parties to perform the services related to this operation and maintenance. On a limited basis, certain of our officers have used these aircraft for personal use, and we report the standard industry fare level for all personal travel as income for these officers. We have also entered into an arrangement pursuant to which Mr. Siebel may use the aircraft for personal use, provided that he reimburses us for the operating costs, valued at fair market rates as determined by applicable rules, associated with this personal use. During 2003, Mr. Siebel reimbursed us for $55,000 of our operating costs related to his nominal personal use of two of these aircraft.

Entities affiliated with Mr. Siebel lease office space at our principal offices, 2207 Bridgepointe Parkway, San Mateo, California 94404. During 2003, Mr. Siebel reimbursed us $74,600 for the use of this office space. We leased an apartment owned by Mr. Siebel at 2 Boulevard Suchet, Paris, France for certain business-related use associated with our European Executive-in-Residence program. This program was established in 1999 and provides for members of our executive management team to relocate to Europe on a rotating basis in order to establish closer relationships with our European customers and partners. The lease rate for 2003 was Ř1 per year. We have reflected the fair value of our use of this apartment, estimated at approximately $235,000, as rent expense and addition to equity in the accompanying consolidated financial statements. In addition, during 2003 we reimbursed Mr. Siebel a total of $107,000 for rent owed by us as of December 31, 2002. Mr. Siebel did not use this apartment for any purpose during 2003.

We believe that the foregoing transactions were on terms no less favorable than could be obtained from unaffiliated third parties.

In 1996, Siebel Systems and Mr. Siebel were sued by a former employee. The lawsuit contained several causes of action that we believe were frivolous - especially those filed against Mr. Siebel in his individual capacity as Chief Executive Officer. We have a longstanding practice of vigorously defending ourselves and our officers against any and all frivolous claims, and this case was no exception. After receiving a favorable jury verdict in this case, a malicious prosecution lawsuit was filed against the plaintiff's attorneys on behalf of Mr. Siebel. On May 6, 2004, the Court of Appeal ruled in Mr. Siebel's favor, overturning a previous summary judgment ruling and reinstating the malicious prosecution lawsuit. During 2003, we incurred fees totaling approximately $143,000 in this matter. We believe that our principled strategy of seeking any and all means of redress to protect ourselves and our officers from meritless or malicious lawsuits has been highly beneficial to us, since we believe it has had and continues to have a strong deterrent effect on other potential plaintiffs and their attorneys who may be considering frivolous actions against us and our officers.

We have entered into indemnity agreements with certain employees, officers and directors that provide, among other things, that we will indemnify such employee, officer or director, under the circumstances and to the extent provided for therein, for expenses, damages, judgments, fines and settlements he or she may be required to pay in actions or proceedings which he or she is or may be made a party by reason of his or her position as an employee, officer, director or other agent of Siebel Systems, and otherwise to the full extent permitted under Delaware law and our Bylaws.

5/14/2003 Proxy Information

No related party transactions or special relationships reported for this company. Director relationships marked "Outside Related" at this firm will most often be former executives of the company. Additional information regarding these relationships will be added during our regular updates.