Related Party Transactions and Outside Related Director Information

Varian Semiconductor Equipment Associates, Inc. (VSEA)

1/12/2005 and 12/22/2005 Proxy Information

No related party transactions or special relationships reported for this company. Director relationships marked "Outside Related" at this firm will most often be former executives of the company. Additional information regarding these relationships will be added during our regular updates.

12/18/2003 Proxy Information

Varian Semiconductor has a policy that all material transactions between Varian Semiconductor and its officers, directors and other affiliates must (1) be approved by a majority of the members of the Board of Directors and by a majority of the disinterested members of the Board of Directors and (2) be on terms no less favorable to Varian Semiconductor than could be obtained from unaffiliated third parties.

In 1991, when VAI recruited Mr. Aurelio, VAI provided Mr. Aurelio with $500,000 in relocation financing to purchase a residence near VAIÕs headquarters. Mr. Aurelio executed a promissory note in favor of VAI in the principal amount of $500,000, which was secured by a deed of trust on the property. The note accrued interest at a rate of 8.5%, limited by the lesser of the appreciation of the property or the deductibility of such interest for individual income tax purposes and matured no later than 2021. At the request of Varian Semiconductor, and as permitted by the terms of the note, Mr. Aurelio repaid the note in full during fiscal year 2003. In connection with Mr. AurelioÕs early repayment of the note, Varian Semiconductor agreed to forego all accrued interest on the note, or $258,086.