THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Advanced Fibre Communications, Inc. (Retired) (AFCI.X)

4/5/2004 Proxy Information

On December 9, 2003, we granted to Mr. Schofield a restricted stock award of 5,020 shares. The value on the date of grant was $19.92 per share and the total value was $99,998.40. The payment for the purchase price was in the form of past services rendered to AFC that the Compensation Committee determined had a value equal to the value of the shares on the date of grant. Mr. Schofield will be allowed to have shares withheld when the restricted stock award vests, or to surrender previously owned shares, to satisfy any tax withholding obligations. The shares will become 100% vested on December 9, 2005, subject to continued service with AFC.

On January 9, 2004, we granted to Mr. Pratt a restricted stock award of 3,000 shares. The value on the date of grant was $23.14 per share and the total value was $69,420.00. The payment for the purchase price was in the form of past services rendered to AFC that the Compensation Committee determined had a value equal to the value of the shares on the date of grant. Mr. Pratt will be allowed to have shares withheld when the restricted stock award vests, or to surrender previously owned shares, to satisfy any tax withholding obligations. The shares will become 100% vested on January 9, 2006, subject to continued service with AFC.

In January 2000, AFC loaned to Mr. Pratt the sum of $100,000 in connection with Mr. Pratt's promotion to Chief Financial Officer. This loan bore interest at the rate of 5.88% per annum, compounded annually. The principal balance and accrued interest was due and payable in three equal installments on January 18, 2001, January 18, 2002 and January 18, 2003. In February 2001, the Board authorized the forgiveness of the first scheduled principal and interest payment due under the loan in the amount of $39,703. In May 2002, the Board authorized the forgiveness of the second scheduled principal and interest payment due under the loan in the amount of $37,253. In January 2003, Mr. Pratt paid the remaining principal and interest due under the loan in the amount of $35,294.04.

4/7/2003 Proxy Information

In March 1999, the Company loaned to Mr. Schofield the sum of $500,000 for relocation expenses. Such loan bears interest at the rate of 4.67% per annum, compounded annually. The principal balance and accrued interest is due and payable in three equal installments on March 29, 2000, March 29, 2001 and March 29, 2002. In February 2000, the Board authorized the forgiveness of the first scheduled principal and interest payment due under the loan in the amount of $190,017. In February 2001, the Board authorized the forgiveness of the second scheduled principal and interest payment due under the loan in the amount of $180,288. In May 2002, the Board authorized the forgiveness of the third and final scheduled principal and interest payment due under the loan in the amount of $174,449.

In January 2000, the Company loaned to Mr. Pratt the sum of $100,000 in connection with Mr. Pratt's promotion to Chief Financial Officer. This loan bears interest at the rate of 5.88% per annum, compounded annually. The principal balance and accrued interest is due and payable in three equal installments on January 18, 2001, January 18, 2002 and January 18, 2003. In February 2001, the Board authorized the forgiveness of the first scheduled principal and interest payment due under the loan in the amount of $39,703. In May 2002, the Board authorized the forgiveness of the second scheduled principal and interest payment due under the loan in the amount of $37,253. In January 2003, Mr. Pratt paid the remaining principal and interest due under the loan in the amount of $35,294.04.

In December 1999, the Company provided Mr. Balos with a personal loan in the sum of $50,000. This loan bears interested at the rate of 5.74% per annum, compounded annually. The principal balance and accrued interest is due and payable in three equal annual installments in December 2000, December 2001 and December 2002. In February 2001, the Board authorized the forgiveness of the first scheduled principal and interest payment due under the loan in the amount of $20,015. In May 2002, the Board authorized the forgiveness of the second scheduled principal and interest payment due under the loan in the amount of $17,492.66. In connection with the termination of employment of Mr. Balos in September 2002, pursuant to the terms of the loan, the Company forgave the third scheduled principal and interest payment due under the loan in the amount of $17,622.63.

In October 2001, the Company provided Mr. Balos with a personal loan in the sum of $100,000. This loan bears interest at the rate of 3.58% per annum, compounded annually. The principal balance and accrued interest is due and payable in three equal annual installments on October 4, 2002, October 4, 2003 and October 4, 2004. Between April 2002 and September 2002, Mr. Balos paid $6,000 toward the outstanding balance of this note. Mr. Balos remains indebted to the Company with respect to the remaining principal under the loan in the amount of $94,000 plus accrued interest.