THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

JDS Uniphase Corporation (JDSU)

10/21/2005 Proxy Information

The Company has entered into certain employment and change of control agreements with certain of its Named Executive Officers (as defined below), Kevin J. Kennedy, Ronald C. Foster, and Mark S. Sobey (see “Employment Contracts, Termination of Employment and Change in Control Arrangements” below).

The Company has entered into indemnification agreements with Kevin J. Kennedy and Richard T. Liebhaber. The indemnity agreements provide, among other things, that the Company will indemnify Mr. Kennedy and Mr. Liebhaber under the circumstances and to the extent provided therein, for expenses, damages, judgments, fines and settlements each may be required to pay in actions or proceedings which either of them may be made a party by reason of their positions as a director or other agent of the Company, and otherwise to the fullest extent permitted under Delaware law and the Company’s Bylaws.

10/1/2004 Proxy Information

In fiscal 2004, Bruce D. Day, Robert E. Enos, Peter A. Guglielmi, Martin A. Kaplan, Richard T. Liebhaber and Casimir S. Skrzypczak were each granted options to purchase 10,000 shares of the Company’s Common Stock at a price of $3.52 per share. In addition, Bruce D. Day, Robert E. Enos, and Casimir S. Skrzypczak, as committee chairs, were each granted options to purchase 3,000 shares of the Company’s Common Stock at a price of $3.52 per share, and Mr. Liebhaber was granted a further option to purchase 3,000 shares of theCompany’s Common Stock at a price of $3.52 per share upon his assuming the chair of the Corporate Development Committee.

In fiscal year 2004, Bruce D. Day, Robert E. Enos, Peter A. Guglielmi, Martin A. Kaplan, Robert T. Liebhaber and Casimir S. Skrzypczak each received a grant of 11,363 shares of restricted Common Stock at a purchase price of $3.52 per share.

The Company has entered into employment and change of control agreements with certain of its Named Executive Officers (as defined below), Kevin J. Kennedy, Ph.D., Jozef Straus, Ph.D., Ronald C. Foster, Mark S. Sobey, Ph.D., Stan Lumish, Ph.D. and Joseph C. Zils (see “Employment Contracts, Termination of Employment and Change in Control Arrangements” below).

The Company has entered into indemnification agreements with Kevin J. Kennedy, Ph.D. and Richard T. Liebhaber. The indemnity agreements provide, among other things, that the Company will indemnify Dr. Kennedy and Mr. Liebhaber, under the circumstances and to the extent provided therein, for expenses, damages, judgments, fines and settlements each may be required to pay in actions or proceedings which either of them may be made a party by reason of their positions as a director or other agent of the Company, and otherwise to the fullest extent permitted under Delaware law and the Company’s bylaws.

10/2/2003 Proxy Information

Mr. Straus is a director of JDS Uniphase Corporation and served as co-Chairman from July 1999 to September 2003. He served as Chief Executive Officer from May 2000 until his retirement on September 2003 and was President from June 2001 until July 2002, and Chief Operating Officer following JDS's merger with JDS FITEL in July 1999. Mr. Straus co-founded JDS FITEL in 1981 and served as Chief Executive Officer and President from September 1993 until July 1999. He served as a director of JDS FITEL from 1981 and held various positions with JDS FITEL, including Vice President, Sales and Marketing from 1990 to 1993 when he assumed the position of Chief Executive Officer and President.