THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Volt Information Sciences, Inc. (VOL)

2/28/2006 Proxy Information William Shaw and Jerome Shaw are brothers. Steven A. Shaw is the son of Jerome Shaw. Bruce G. Goodman is the son-in-law of William Shaw.

During the Company's fiscal year ended October 30, 2005, Troutman Sanders LLP, of which firm Lloyd Frank has been Counsel since April 1, 2005, provided legal services to the Company. The Company paid or accrued $313,000 to that firm for such services. Prior thereto, the Company paid an additional $573,000 to Jenkens & Gilchrist Parker Chapin LLP, the law firm of which Mr. Frank was Counsel from November 1, 2004 through March 31, 2005, for services rendered by that firm while Mr. Frank was Counsel to it. Troutman Sanders LLP has been retained to provide legal services to the Company during fiscal 2006.

The Board of Directors has also determined that Lloyd Frank meets the current independence requirements under the listing standards of the New York Stock Exchange. Troutman Sanders LLP and Jenkens & Gilchrist Parker Chapin LLP and its predecessor law firms, to which Mr. Frank is now Counsel, and was formerly a partner, have been retained by the Company annually since 1962 to review and advise the Company with respect to its legal position on numerous matters. These firms have also rendered professional services to William Shaw and to Jerome Shaw, for which, the Company has been advised, William and Jerome Shaw were billed directly. The fees paid by the Company to Troutman Sanders LLP and to Jenkens & Gilchrist Parker Chapin LLP with respect to services rendered by them to the Company while Mr. Frank was Counsel to such firms during the Company's 2005 fiscal year, exclusive of disbursement reimbursement, represented less than 1% of each firm's consolidated gross revenues during its 2005 fiscal year and were not material to either firm. Mr. Frank owns 8,000 shares of the Company's Common Stock and his spouse owns 2,529 shares. Mr. Frank is also one of the trustees of various trusts for the benefit of the children of William Shaw and Jerome Shaw as described above. Mr. Frank has no other interests which precluded him from being independent under the criteria for service on the Board of Directors. After considering all of the above facts and the advice of counsel, the Board of Directors has determined that, in the Board's business judgment, the relationship of Mr. Frank with the Company and with the Shaw families and the aforesaid ownership of Common Stock was not material to the Company, to Mr. Frank's law firm, or to Mr. Frank, and that such relationships did not interfere with Mr. Frank's exercise of his independent judgment and that he meets the current independence requirements applicable to independent directors under the listing standards of the New York Stock Exchange to serve on the Board of Directors.

During the Company's fiscal year ended October 30, 2005, Hinckley, Allen & Snyder LLP, of which firm Bruce G. Goodman is a partner, provided legal services to the Company for which it was paid $5,000, and that firm has been retained to provide legal services to the Company during fiscal 2006.

The Company renders various payroll and related services to a corporation primarily owned by Steven A. Shaw, an officer and director, for which the Company received approximately $5,000 in excess of its direct costs in fiscal 2005. Such services are performed on a basis substantially similar to those performed by the Company for and at substantially similar rates as charged by the Company to unaffiliated third parties. In addition, the Company rents approximately 2,600 square feet of office space to that corporation in the Company's El Segundo, California facility (which space is located within the Company's facility and shares common areas), which the Company does not require for its own use, on a month-to-month basis at a rental of $1,750 per month. Based on the nature of the premises and a report from a real estate broker, the Company believes the rent is a fair and reasonable rate for the space.

In 2005, after an investigation conducted by independent counsel appointed by the Audit Committee of the Board of Directors, the Audit Committee concluded that Mr. Thomas Daley, an executive officer of the Company, had, in July, 2005, exercised options and sold the underlying shares of stock of the Company in violation of the Company's Insider Trading Policy. The Audit Committee required Mr. Daley to pay $31,500, representing the difference between the price at which Mr. Daley sold the stock and the average market price of the Company's stock over the three days following the Company's release of its 3rd quarter results, and pay a further penalty of $10,000. These moneys have been paid by Mr. Daley to the Company's General Counsel's attorney escrow account. The matter was self-reported on behalf of the Company to the SEC, which has advised independent counsel to the Audit Committee that no enforcement action has been recommended at this time. In connection with this matter, the Audit Committee recommended that the Company advance Mr. Daley's legal fees upon his entering into a written agreement to repay such fees if it were ultimately determined that he was not entitled to be indemnified for legal expenses under applicable law. The Company has advanced to date $95,800 directly to Mr. Daley's attorneys in connection with such matter. The Company has also paid to date legal fees of the independent counsel to the Audit Committee of approximately $260,000 associated with this matter.

The brother of Daniel Hallihan, an executive officer of the Company, was employed during fiscal 2005 in the Company's Computer Systems segment in an inventory control position for a compensation that is less than that specified in Item 404 of Regulation S-K. The Company believes that he has been employed on the same terms that the Company would employ a similarly situated unrelated individual.

From time to time the Company has employed, and will continue to employ, relatives of executive officers, as well as relatives of other full time employees, during the summer months and in its Staffing Solutions Group. The Company believes that it has always employed, and will continue to employ, those individuals on substantially the same terms that it employs unrelated individuals.

2/28/2005 Proxy Information

William Shaw and Jerome Shaw are brothers. Steven A. Shaw is the son of Jerome Shaw. Bruce G. Goodman is the son-in-law of William Shaw.

Since 2004, decisions regarding the cash compensation of the Company's chief executive officer and executive officers who are directors have been made by the Compensation Committee. However, since August 1996, all decisions regarding the granting of stock options have been made by the entire Board of Directors. Accordingly, William Shaw and Steven A. Shaw, executive officers and directors of the Company, and Theresa A. Havell, Lloyd Frank, Bruce G. Goodman, Mark N. Kaplan, and William H. Turner, the remaining directors of the Company, would have participated in deliberations of the Company's Board of Directors concerning stock option grants to executive officers during the year ended October 31, 2004, if there had been any. Each executive officer who is also a director would not participate in deliberations as to his own stock options.

During the Company's fiscal year ended October 31, 2004, Jenkens & Gilchrist Parker Chapin LLP, of which firm Lloyd Frank is counsel, provided legal services to the Company, and that firm has been retained to provide legal services to the Company during fiscal 2005.

During the Company's fiscal year ended October 31, 2004, Hinckley, Allen & Snyder LLP, of which firm Bruce G. Goodman is a partner, provided legal services to the Company, and that firm has been retained to provide legal services to the Company during fiscal 2005.

The Company rents to a corporation primarily owned by Steven A. Shaw, a Senior Vice President and Director of the Company, approximately 2,600 square feet of space in the Company's El Segundo, California facility, which the Company does not require for its own use, on a month-to-month basis currently at a rental of $1,750 per month. Based on the nature of the premises and a 2004 survey conducted for the Company, the Company believes the rent is the fair market rental for such space.

3/1/2004 Proxy Information

William Shaw and Jerome Shaw are brothers. Steven A. Shaw is the son of Jerome Shaw. Bruce G. Goodman is the son-in-law of William Shaw.

During the Company's fiscal year ended November 3, 2003, Jenkens & Gilchrist Parker Chapin LLP, of which firm Lloyd Frank is a partner, provided legal services to the Company, and that firm has been retained to provide legal services to the Company during fiscal 2004.

During the Company's fiscal year ended November 3, 2003, Hinckley, Allen & Snyder LLP, of which firm Bruce G. Goodman is a partner, provided legal services to the Company, and that firm has been retained to provide legal services to the Company during fiscal 2004.

In June 2000, Irwin B. Robins retired as Senior Vice President and head of the Company's legal department. Mr. Robins continues to serve as a consultant to the Company handling certain legal and transactional matters as are mutually agreed upon. Mr. Robins receives compensation at an hourly rate agreed upon from time to time as services are provided to the Company. Stock options to purchase 25,000 shares of the Company's Common Stock held by Mr. Robins at the time of his retirement to purchase shares of the Company's Common Stock remain exercisable in accordance with their terms for the remainder of each option's ten-year term in the same manner as if Mr. Robins remained an employee provided Mr. Robins complies with the non-competition covenant contained in his stock option agreements. In consideration of the foregoing, Mr. Robins extended the term of the non-competition provision for a period of five years following the later of his cessation of service as a consultant or as a director, regardless of the reason for such cessation. During fiscal 2003, Mr. Robins was paid $16,500 for services rendered as a consultant to the Company and $40,000 for services rendered as a director.

The Company rents to a corporation primarily owned by Steven A. Shaw, a Senior Vice President and Director of the Company, approximately 2,600 square feet of space in the Company's El Segundo, California facility, which the Company does not require for its own use, on a month-to-month basis at a rental of $1,750 per month, effective March 1, 2004. Based on the nature of the premises and a 2004 survey conducted for the Company, the Company believes the rent is the fair market rental for such space.