THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

ARRIS Group, Inc. (ARRS)

4/18/2006 Proxy Information

From 1988 to 1997, Mr. Lambert served as the Chairman, President and Chief Executive Officer of TSX Corporation, which was acquired by ARRIS Group, Inc. in 1997.

4/14/2005 Proxy Information

From 1988 to 1997, Mr. Lambert served as the Chairman, President and Chief Executive Officer of TSX Corporation, which was acquired by ARRIS Group, Inc. in 1997.

4/19/2004 Proxy Information

On August 3, 2001, the Company acquired Nortel Networks’ portion of Arris Interactive L.L.C., which was a joint venture formed by Nortel Networks and the Company in 1995. Nortel exchanged its ownership interest in Arris Interactive L.L.C. for a subordinated redeemable preferred membership interest in Arris Interactive with a face amount of $100 million and 37 million shares of Common Stock. In connection with the Company’s acquisition of Arris Interactive L.L.C., the Company and Nortel Networks entered into a number of short and medium term agreements concerning employee services, product development and component supplies. These agreements were terminated by the end of 2002. During the entire year of 2003, the Company had sales to Nortel Networks of $0.5 million.

In June 2002, the Company entered into an option agreement with Nortel Networks that permitted the Company to redeem the Arris Interactive L.L.C. membership interest at a discount of 21% prior to June 30, 2003. In 2003, Nortel Networks also offered to forgive approximately $5.9 million of the earnings on the membership interest if the Company redeemed the membership interest prior to March 31, 2003. The Company used approximately $88.4 million of the proceeds of a March 2003 convertible subordinated notes offering to redeem the membership interest. In addition, in March 2003, Nortel Networks granted the Company an option to purchase up to 16 million of Company shares held by Nortel Networks at a 10% discount to market. On March 24, 2003, in accordance with the terms of this option agreement, the Company purchased 8,000,000 shares for an aggregate purchase price of $28.0 million. Pursuant to the terms of the option agreement, there was also a reduction in the forgiveness of the earnings on the membership interest.

From 1988 to 1997, Mr. Lambert served as the Chairman, President and Chief Executive Officer of TSX Corporation, which was acquired by ARRIS Group, Inc. in 1997.

4/22/2003 Proxy Information

The Company loaned $100,000 to John Egan, its Chairman, in 1980 and an additional $50,000 in 1983. These loans did not bear any interest. In February 2003, Mr. Egan repaid each of these loans in full. During 2002, Mr. Egan was a party to an employment agreement with ARRIS under which Mr. Egan provided services to ARRIS. Mr. Egan's employment agreement terminated as of May 31, 2002. Under this agreement, ARRIS paid to Mr. Egan $208,333 in salary and $156,250 in bonus for 2002. Upon termination of his employment agreement, Mr. Egan continued to serve as a consultant to the Company pursuant to a five-year consulting agreement that provided for a supplemental pension, which Mr. Egan elected to receive in 2002 as a lump sum payment of approximately $6.5 million. In addition to these payments, Mr. Egan is eligible to commence receipt of his pension benefits under the Company's funded defined benefit plan at any time he elects to do so.

In 1999, the Company advanced $180,000 to Lawrence Margolis, Chief Financial Officer, to assist in his relocation to Atlanta. The repayment of this advance will be forgiven in four annual increments beginning April 30, 2000 as long as Mr. Margolis has not terminated his employment without good reason. Through April 9, 2003, $135,000 of this advance had been forgiven. The remaining $45,000 will be forgiven on April 30, 2003.

In 1999, the Company advanced $92,500 to Robert Puccini to assist Mr. Puccini with his relocation to Denver for his position as President - Telewire Supply. The repayment of this advance will be forgiven in three annual increments beginning April 30, 2001, so long as Mr. Puccini does not terminate his employment without cause. The final increment will be forgiven on April 30, 2003.

On August 3, 2001, the Company acquired Nortel Networks' portion of Arris Interactive L.L.C., which was a joint venture formed by Nortel and the Company in 1995. Nortel exchanged its ownership interest in Arris Interactive L.L.C. for a subordinated redeemable preferred membership interest in Arris Interactive with a face amount of $100 million and 37 million shares of ARRIS common stock. This membership interest earns a return of 10% per annum, compounded annually. For the year ended December 31, 2002, we recorded membership interest expense of $10.4 million. Following the acquisition, in accordance with the Amended and Restated Investor Rights Agreement, Nortel designated two new members of our Board of Directors. Because Nortel's ownership in the Company has fallen below 20%, Nortel is currently entitled to designate only one member of the Board of Directors. In connection with the acquisition of Arris Interactive L.L.C., we and Nortel Networks entered into a number of short and medium term agreements. These agreements included a Transitional Services Agreement pursuant to which Nortel Networks is to provide us transitional services for periods varying from 90 days to the life of certain products, a Loaned Employee Agreement pursuant to which Nortel Networks is to provide us the services of technical employees for up to 15 months, a Component Supply Agreement which entitles us to purchase certain product components from Nortel Networks for as long as we manufacture products using those components, and from Nortel Networks suppliers for two years, a Development Agreement under which Nortel Networks is to complete two existing development projects for us, and a Sales Representation Agreement under which Nortel Networks acted as a sales agent for us for Arris Interactive products in the international area through 2003 and in the USA through 2001. The Sales Representation Agreement for domestic agency fees expired December 31, 2001, and the Sales Representation Agreement for international agency fees was terminated on December 6, 2002. In 2002, we paid Nortel Networks $4.9 million pursuant to these agreements. During the entire year of 2002, we had sales to Nortel Networks of $3.2 million. At December 31, 2002, ARRIS had accounts receivable from Nortel of $2.2 million and accounts payable and accrued liabilities due to Nortel Networks of $11.3 million, a significant portion of which was paid in March 2003. We currently lease approximately 75,000 square feet of office space from Nortel Networks with an annual rental charge of approximately $675,000 expiring July 2004.

In June 2002, the Company entered into an option agreement with Nortel Networks that permitted us to redeem the Arris Interactive membership interests at a discount of 21% prior to June 30, 2003. In 2003, Nortel also offered to forgive approximately $5.9 million of the earnings on the membership interest if we redeemed the membership interest prior to March 31, 2003. The Company used approximately $88.4 million of the proceeds of a March 2003 convertible subordinated notes offering to redeem the membership interest. In addition, in March 2003, Nortel Networks granted the Company an option to purchase up to 16 million of our shares at a 10% discount to market. On March 24, 2003, in accordance with the terms of this option agreement, the Company purchased 8,000,000 shares for an aggregate purchase price of $28.0 million. Pursuant to the terms of the option agreement, there was also a reduction in the forgiveness of the earnings on the membership interest.

Effective February 1, 1998, Mr. Faust's arrangement with the Company was changed from an employment contract to a consulting contract providing for quarterly payments of $27,500 for five years. This consulting contract expired on January 31, 2003. The Company made its last payment under the consulting contract on January 7, 2003 for services through the expiration date.