THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Timberland Company (The) (TBL)

4/14/2006 Proxy Information

If Sidney Swartz should die while he is an employee of the Company, the Company will pay to his wife for the three years following his death (or, if earlier, until her death) a monthly amount equal to Mr. Swartz’s monthly salary at the time of his death.

Jeffrey Swartz, the Company’s President and Chief Executive Officer, is the son of Sidney Swartz.

The Company licenses or purchases software and related products from Microsoft Corporation in the ordinary course of business at prevailing market prices. During 2005, the Company licensed or purchased products totaling $184,101 from Microsoft Corporation. Peter R. Moore, a member of the Company’s Board of Directors, serves as the Corporate Vice President, Interactive Entertainment Business of Microsoft Corporation. The Company does not purchase products from this Microsoft business and does not consider its purchase of business software from Microsoft to be material to Microsoft or the Company.

The Company loaned $250,000 in 1999 to Community Wealth Ventures, Inc. (“CWV”) of which Bill Shore, a member of the Company’s Board of Directors, serves as Chairman. The loan bore interest at 8% per annum and had an initial term of four years which the Company agreed to extend to six years during 2002. As of December 31, 2004, $50,000 of the loan remained outstanding. However, CWV repaid the balance of the loan in August, 2005. In addition, during 2002 the Company entered into a services agreement with CWV under which the Company paid $62,400 to CWV for consulting services to the Company related to developing programs for employee volunteerism. In 2005, the Company donated $259,122 in cash and products to Share Our Strength, a not for profit, anti-hunger and anti-poverty organization. This donation was slightly more than 1% of Share Our Strength’s 2005 gross revenues. Mr. Shore is the founder and President of Share Our Strength. Jeffrey Swartz was appointed to the Board of Directors of Share Our Strength in 2003.

4/15/2005 Proxy Information

If Sidney Swartz should die while he is an employee of the Company, the Company will pay to his wife for the three years following his death (or, if earlier, until her death) a monthly amount equal to Mr. Swartz's monthly salary at the time of his death.

Jeffrey Swartz, the Company's President and Chief Executive Officer, is the son of Sidney Swartz.

John E. Beard, a member of the Company's Board of Directors and formerly the Company's Secretary, was a partner in the law firm of Ropes & Gray, which provides legal services to the Company. Mr. Beard became of counsel at Ropes & Gray in January, 2001.

In 2004, the Company affected a shelf offering of shares of its Class A Common Stock in which members of the Swartz family, trusts for the benefit of certain members of the Swartz family, and certain charities sold an aggregate of 6,522,441 shares. The Company paid $458,571 in fees and expenses related to this offering, of which $338,055 was reimbursed to the Company by the selling stockholders.

The Company loaned $250,000 in 1999 to Community Wealth Ventures, Inc. ("CWV") of which Bill Shore, a member of the Company's Board of Directors, serves as Chairman. The loan bears interest at 8% per annum and had an initial term of four years which the Company agreed to extend to six years during 2002. As of December 31, 2004, $50,000 of the loan remained outstanding. In addition, during 2002 the Company entered into a services agreement with CWV under which the Company paid $62,400 to CWV for consulting services to the Company related to developing programs for employee volunteerism. In 2004, the Company also donated $571,839 in cash and products to Share Our Strength, a not for profit, anti-hunger and anti-poverty organization. This donation was slightly more than 2% of Share Our Strength's 2004 gross revenues. Mr. Shore is the founder and President of Share Our Strength. Jeffrey Swartz was appointed to the Board of Directors of Share Our Strength in 2003.

The Company loaned approximately $1.1 million to Kenneth P. Pucker, Chief Operating Officer of the Company, in 2000, an amount equal to the taxes payable as a result of his election under Section 83(b) of the Internal Revenue Code with respect to his restricted stock award in 1999. On March 1, 2001, the Board of Directors forgave $325,000 of the loan and reimbursed Mr. Pucker $281,343 for income taxes related to such forgiveness, and authorized the Chief Executive Officer to forgive such additional loan amounts in the future, if any, as he deems appropriate in his sole discretion. On March 28, 2002, the Company forgave an additional $261,758 of the loan and reimbursed Mr. Pucker $222,083 for income taxes related to such forgiveness. The Company reimbursed Mr. Pucker for income taxes payable on imputed income associated with this loan, and in 2002, 2003 and 2004 the Company reimbursed $32,272, $13,661 and $29,583, respectively. On November 17, 2004, Mr. Pucker paid to the Company $523,517, which was the remaining principal balance of the loan. The loan had a term of five years and bore interest at the mid-term Applicable Federal Rate.

4/1/2004 Proxy Information

CEO Jeffrey Swartz is the son of Sidney Swartz.

John E. Beard was Secretary of The Timberland Company from 1987 to July, 2001.

The Company loaned $250,000 in 1999 to Community Wealth Ventures, Inc. ("CWV") of which Bill Shore, a member of the Company's Board of Directors, serves as Chairman. The loan bears interest at 8% per annum and had an initial term of four years which the Company agreed to extend to six years during 2002. As of December 31, 2003, $100,000 of the loan remained outstanding. In addition, during 2002 the Company entered into a services agreement with CWV under which the Company paid $62,400 to CWV for consulting services to the Company related to developing programs for employee volunteerism. In 2003, the Company also donated $237,999 in cash and products to Share Our Strength, a not for profit, anti-hunger and anti-poverty organization. Mr. Shore is the founder and President of Share Our Strength. Jeffrey Swartz was appointed to the Board of Directors of Share Our Strength in 2003.

The Company loaned approximately $1.1 million to Kenneth P. Pucker, Chief Operating Officer of the Company, in 2000, an amount equal to the taxes payable as a result of his election under Section 83(b) of the Internal Revenue Code with respect to his restricted stock award in 1999. On March 1, 2001, the Board of Directors forgave $325,000 of the loan and reimbursed Mr. Pucker $281,343 for income taxes related to such forgiveness, and authorized the Chief Executive Officer to forgive such additional loan amounts in the future, if any, as he deems appropriate in his sole discretion. On March 28, 2002, the Company forgave an additional $261,758 of the loan and reimbursed Mr. Pucker $222,083 for income taxes related to such forgiveness. As of February 9, 2004, $523,517 of the loan remained outstanding. The loan has a term of five years and bears interest at the mid-term Applicable Federal Rate. When Mr. Pucker sells any shares under the restricted stock award that are subject to the loan prior to the maturity of the loan, he is required to use a portion of the proceeds from such sale to prepay the remaining principal balance of the loan. The Company reimbursed Mr. Pucker for income taxes payable on imputed income associated with this loan, and in 2001, 2002, and 2003 the Company reimbursed $78,549, $32,272 and $13,661, respectively.

3/27/2003 Proxy Information

John E. Beard, a member of the Timberland's Board of Directors and formerly Secretary, was a partner in the law firm of Ropes & Gray, which provides legal services to Timberland. Mr. Beard became of counsel at Ropes & Gray in January, 2001.

The Company loaned $250,000 in 1999 to Community Wealth Ventures, Inc. ("CWV") of which Bill Shore, a member of the Company's Board of Directors, serves as Chairman. The loan bears interest at 8% per annum and had an initial term of four years which the Company agreed to extend to six years during 2002. As of December 31, 2002, $150,000 of the loan remained outstanding. In addition, during 2002 the Company entered into a services agreement with CWV under which the Company paid $62,400 to CWV for consulting services to the Company related to developing programs for employee volunteerism. In 2002, the Company also donated $148,302 in cash and products to Share Our Strength, a not for profit, anti-hunger and anti-poverty organization. Mr. Shore is the founder and President of Share Our Strength.

Jeffrey Swartz, the Company's President and Chief Executive Officer, is the son of Sidney Swartz.

The Company loaned approximately $1.1 million to Kenneth P. Pucker, Chief Operating Officer of the Company, in 2000, an amount equal to the taxes payable as a result of his election under Section 83(b) of the Internal Revenue Code with respect to his restricted stock award in 1999. On March 1, 2001, the Board of Directors forgave $325,000 of the loan and reimbursed Mr. Pucker $281,343 for income taxes related to such forgiveness, and authorized the Chief Executive Officer to forgive such additional loan amounts in the future, if any, as he deems appropriate in his sole discretion. On March 28, 2002, the Company forgave an additional $261,758 of the loan and reimbursed Mr. Pucker $222,083 for income taxes related to such forgiveness. As of February 17, 2003, $523,517 of the loan remained outstanding. The loan has a term of five years and bears interest at the mid-term Applicable Federal Rate. When Mr. Pucker sells any shares under the restricted stock award that are subject to the loan prior to the maturity of the loan, he is required to use a portion of the proceeds from such sale to prepay the remaining principal balance of the loan. The Company reimbursed Mr. Pucker for income taxes payable on imputed income associated with this loan, and in 2001 and 2002 the Company reimbursed $78,549 and $32,272, respectively.

The Company loaned $350,000 to Fabian T. Garcia, the Company's Senior Vice President—International, in June 2002 for the sole purpose of assisting Mr. Garcia to purchase a personal residence. The loan has a term of three years and bears interest at the rate of three percent (3%) per annum. Interest is payable in arrears on each yearly anniversary of the loan and at the time the loan matures. As of February 17, 2003, the entire loan amount remained outstanding.