Related Party Transactions and Outside Related Director Information

Dobson Communications Corporation (DCEL)

4/25/2006 Proxy Information

Mr. Dobson served as Treasurer of Dobson Communications Corporation from 1990 until September 1998, and he has served as Secretary since 1990.

We have a policy requiring that any material transaction that we enter into with our officers, directors or principal shareholders and their affiliates be on terms no less favorable to us than reasonably could have been obtained in an arms-length transaction with independent third parties. Any other matters involving potential conflicts of interests are to be resolved on a case-by-case basis. In addition, the terms of our various debt instruments limit our ability and that of our subsidiaries to enter into transactions with their affiliates.

Dobson CC Limited Partnership, or DCCLP, owns a 90% interest in a limited liability company that owns a multi-building office complex in Oklahoma City. We began occupying a portion of this complex as our corporate headquarters effective May 1, 2001. Our lease, which covers approximately 144,400 square feet of rentable space, is a 15-year, triple-net lease with an annual rental of $3.3 million. We sublease approximately 15,900 square feet to three tenants, one of which is an affiliate of DCCLP, which paid us $319,239 in 2005 for rent and maintenance to sublease this space.

Messrs. Everett R. Dobson, Stephen T. Dobson, Russell L. Dobson, a former director, Justin L. Jaschke and Albert H. Pharis, Jr. were directors, and Everett R. Dobson and Stephen T. Dobson were executive officers, of Logix Communications Enterprises, Inc. and its subsidiaries, Logix Communications Inc. and Dobson Telephone Company, Inc. and Albert H. Pharis, Jr. was the Chief Executive Officer of Logix Communications Enterprises from September 1999 until April 2001. On February 28, 2002, Logix Communications Enterprises and Logix Communications filed a petition for reorganization under Chapter 11 of the Bankruptcy Code. On March 27, 2002, Everett R. Dobson and Stephen T. Dobson resigned as directors and executive officers of Logix Communications and Logix Communications Enterprises. On April 25, 2003, the Chapter 11 plan of reorganization became effective, and as part of this plan, Logix Communications was renamed Intelleq Communications Corporation, or Intelleq, and Logix Communications Enterprises was renamed DWL Holding Company, or DWL. In conjunction with consummation of the plan of reorganization, Messrs. Russell L. Dobson, Jaschke and Pharis resigned as directors of Intelleq, DWL and Dobson Telephone Company, and Everett R. Dobson and Stephen T. Dobson became directors and executive officers of Intelleq and DWL. DWL, through its subsidiaries, provides various telecommunications services to us on a fee basis. DWLŐs charges are comparable to charges for similar services provided by DWL to unrelated third parties. DCCLP is a principal shareholder of DWL. We purchased $3.6 million of services from DWL, or its subsidiaries, during the year ended December 31, 2005.

Prior to August 15, 1998, Russell L. Dobson was one of our corporate officers and, until February 18, 2004, was one of our directors. Effective August 15, 1998, we entered into a consulting agreement with Mr. Dobson. Under the terms of the consulting agreement, Mr. Dobson has been retained by us through August 31, 2008 and was retained by our former subsidiary, DWL, until November 30, 2001. In exchange for Mr. DobsonŐs services, he receives monthly compensation of $15,000 and insurance benefits commensurate with our employee plan. Mr. DobsonŐs responsibilities include, but are not necessarily limited to, representing us at various functions, including trade shows and seminars, assisting with regulatory matters, including appearances where required before regulatory bodies, and analyzing technical and financial data to assist executive officers in strategic planning and forecasting. In addition, Mr. Dobson has agreed not to compete with us during the term of his consulting agreement. Mr. DobsonŐs consulting fees through November 30, 2001 were paid by DWL. We began paying this consulting fee in December 2001. On February 18, 2004, Mr. Dobson retired from our Board of Directors, at which time we agreed to pay him a $150,000 retirement stipend and to fully vest all options to purchase shares of our common stock held by him. Our consulting agreement with Mr. Dobson remains in effect.

Prior to October 2003, we provided Mr. Knooihuizen with an automobile that we leased through an unrelated party. In October 2003, Mr. Knooihuizen purchased an automobile and in March 2004, we purchased that automobile from Mr. Knooihuizen for $77,895, which was the amount that Mr. Knooihuizen paid for the automobile, and have provided Mr. Knooihuizen with the use of such automobile.