THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Autodesk, Inc. (ADSK)

4/28/2006 Proxy Information

During fiscal 2006, the law firm of Wilson Sonsini Goodrich & Rosati, Professional Corporation, acted as principal outside counsel to Autodesk. Mark A. Bertelsen, a director of Autodesk, is a member of Wilson Sonsini Goodrich & Rosati, Professional Corporation. Payments by Autodesk to Wilson Sonsini Goodrich & Rosati were less than one percent of such firmŐs revenues in the last fiscal year. We believe that the services performed by Wilson Sonsini Goodrich & Rosati were provided on terms no more or less favorable than those with unrelated parties.

William Marr, Jr., Carol A. BartzŐs stepson, is employed by Autodesk Software (China) Co., Ltd., a wholly-owned subsidiary of Autodesk. In fiscal 2006, Mr. Marr received approximately $70,946 in compensation representing annual salary and certain expatriate allowances.

5/16/2005 Proxy Information

During fiscal year 2005, the law firm of Wilson Sonsini Goodrich & Rosati, Professional Corporation, acted as principal outside counsel to Autodesk. Mark A. Bertelsen, a director of Autodesk, is a member of Wilson Sonsini Goodrich & Rosati, Professional Corporation. Payments by Autodesk to Wilson Sonsini Goodrich & Rosati were less than one percent of that firmŐs revenues in the last fiscal year. We believe that the services performed by Wilson Sonsini Goodrich & Rosati, Professional Corporation were provided on terms no more or less favorable than those with unrelated parties.

William Marr, Jr., Carol A. BartzŐs stepson, is employed by Autodesk Software (China) Co., Ltd., a wholly-owned subsidiary of the Company. In fiscal 2005, Mr. Marr received approximately $73,000 in compensation representing annual salary and certain expatriate allowances.

5/19/2004 Proxy Information

During fiscal year 2004, the law firm of Wilson Sonsini Goodrich & Rosati, Professional Corporation, acted as principal outside counsel to Autodesk. Mr. Bertelsen, a director of Autodesk, is a member of Wilson Sonsini Goodrich & Rosati, Professional Corporation. Payments by Autodesk to Wilson Sonsini Goodrich & Rosati were less than one percent of that firmŐs revenues in the last fiscal year. We believe that the services performed by Wilson Sonsini Goodrich & Rosati, Professional Corporation were provided on terms no more or less favorable than those with unrelated parties.

5/21/2003 Proxy Information

During fiscal 2003, the law firm of Wilson Sonsini Goodrich & Rosati, P.C. acted as principal outside counsel to Autodesk. Mark A. Bertelsen is a member of the law firm.