THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Macromedia, Inc. (Retired) (MACR.X)

6/20/2005 Proxy Information

From April 1, 2004 to the present, there have been no (and there are no currently proposed) transactions in which the amount involved exceeded $60,000 to which the Company or any of its subsidiaries was (or is to be) a party and in which any executive officer, director, 5% beneficial owner of the Company’s Common Stock or member of the immediate family of any of the foregoing persons had (or will have) a direct or indirect material interest, except as set forth below and under “Executive Compensation” and “Employment Agreements and Change of Control Arrangements.”

The Company entered into a consulting agreement with John (Ian) Giffen, a director of the Company, in February 1998, which was terminated by mutual agreement effective December 31, 2003. Effective March 31, 2000, the consulting agreement was amended to extend the term thereof, to reduce the cash compensation paid to Mr. Giffen from $8,344 per month to $4,167 per month, and to limit the services to be provided by Mr. Giffen thereunder. Pursuant to the consulting agreement, Mr. Giffen agreed to advise the Company’s Chief Financial Officer, senior finance staff and investment relations staff in certain areas and work on special projects for the Company. As part of the consideration for these services, which were beyond his duties as a director of the Company, Mr. Giffen was granted a stock option for 75,000 shares of the Company’s Common Stock with the exercise price fixed at the then fair market value of the Company’s Common Stock, which vested and became exercisable at the rate of 2.78% per month after the date of the grant. All of Mr. Giffen’s 75,000 shares were vested and exercised as of November 18, 2003.

The Company entered into a Software Content License and Marketing Agreement (“License Agreement”) on October 5, 2000, with O’Reilly and Associates, Inc., a company in which Timothy O’Reilly, one of our directors, serves as the Chief Executive Officer. Pursuant to the terms of the License Agreement, the Company received an exclusive, perpetual license to certain electronic content from a publication of O’Reilly and Associates, Inc. for inclusion within all versions of the Company’s Macromedia Dreamweaver software product released during the term of the License Agreement. In consideration for such license, the Company paid a license fee to O’Reilly and Associates, Inc. in December 2000 in the amount of $435,000. In addition, under the terms of the License Agreement, in the event that the Company elects to include any upgrades to such electronic content licensed from O’Reilly and Associates, Inc., the Company will be obligated to pay an additional license fee of $200,000. The Company has also agreed under the License Agreement to provide certain marketing considerations to O’Reilly Media, Inc. By a first amendment between the parties effective June 30, 2003, the term of the License Agreement was extended to December 31, 2006. By a second amendment between the parties effective April 1, 2005, the License Agreement was further amended to add certain content to the License Agreement, to set forth the payment terms relating to such content and to extend the term of the License Agreement to December 31, 2007. The Company paid O’Reilly and Associates, Inc. $48,850 under the License Agreement in fiscal year 2005.

On December 22, 2004, the Company entered into a Service and Trustee Agreement with Fidelity Management Trust Co. (“Fidelity”) in connection with Fidelity’s management of the Company’s 401(k) Investment Savings Plan. This agreement was entered into after a competitive bid and review process, and on an arm’s-length basis. In fiscal year 2005, we made $8,000 in payments to Fidelity for services provided under this agreement. Fidelity is an affiliate of FMR Corp. which, according to its Schedule 13G filed with the SEC on April 11, 2005, reported that it beneficially owned 5% or more of the Company’s Common Stock. In addition, on May 5, 2005, the Company entered into a consulting agreement with FMR. Corp. pursuant to which the Company will provide services relating to FMR Corp.’s use of the Company’s products and technology. This agreement was also entered into on an arm’s-length basis. FMR Corp. is required to make a one-time payment of approximately $64,000 to the Company under the consulting agreement.

6/21/2004 Proxy Information

From April 1, 2003 to the present, there have been no (and there are no currently proposed) transactions in which the amount involved exceeded $60,000 to which the Company or any of its subsidiaries was (or is to be) a party and in which any executive officer, director, 5% beneficial owner of the Company’s Common Stock or member of the immediate family of any of the foregoing persons had (or will have) a direct or indirect material interest, except as set forth below and under “Executive Compensation” and “Employment Agreements and Change of Control Arrangements.”

The Company entered into a consulting agreement with John (Ian) Giffen, a director of the Company, in February 1998, which was terminated by mutual agreement effective December 31, 2003. Pursuant to the consulting agreement, Mr. Giffen agreed to advise the Company’s Chief Financial Officer, senior finance staff and investment relations staff in certain areas and work on special projects for the Company. As part of the consideration for these services, which were beyond his duties as a director of the Company, Mr. Giffen was granted a stock option for 75,000 shares of the Company’s Common Stock with the exercise price fixed at the then fair market value of the Company’s Common Stock, which vested and became exercisable at the rate of 2.78% per month after the date of the grant. All of Mr. Giffen’s 75,000 shares were sold as of November 18, 2003. Effective March 31, 2000, the consulting agreement was amended to extend the term thereof, to reduce the cash compensation paid to Mr. Giffen from $8,344 per month to $4,167 per month, and to limit the services to be provided by Mr. Giffen thereunder.

The Company entered into a Software Content License and Marketing Agreement (“License Agreement”) on October 5, 2000, with O’Reilly and Associates, Inc., a company in which Timothy O’Reilly, one of our directors, serves as the Chief Executive Officer. Pursuant to the terms of the License Agreement, the Company received an exclusive, perpetual license to certain electronic content from a publication of O’Reilly and Associates, Inc. for inclusion within all versions of the Company’s Macromedia Dreamweaver software product released during the term of the License Agreement. In consideration for such license, the Company paid a license fee to O’Reilly and Associates, Inc. in December 2000 in the amount of $435,000. In addition, under the terms of the License Agreement, in the event that the Company elects to include any upgrades to such electronic content licensed from O’Reilly and Associates, Inc., the Company will be obligated to pay an additional license fee of $200,000. Further, the Company has agreed under the License Agreement to provide certain marketing considerations to O’Reilly Media, Inc. By an amendment between the parties effective June 30, 2003, the term of the License Agreement was extended to December 31, 2006. The Company paid O’Reilly and Associates, Inc. $100,000 under the License Agreement in fiscal 2004. Furthermore, the Company paid O’Reilly and Associates, Inc. $5,000 in fiscal 2004 for the right to be a Platinum Sponsor of “The O’Reilly Emerging Technology Conference,” an industry trade show organized by O’Reilly and Associates, Inc.

6/20/2003 Proxy Information

The Company entered into a consulting agreement with John (Ian) Giffen, a director of the Company, in February 1998, pursuant to which Mr. Giffen agreed to advise the Company’s Chief Financial Officer, senior finance staff and investment relations staff in certain areas and work on special projects for the Company. As part of the consideration for these services, which are beyond his duties as a director of the Company, Mr. Giffen was granted a stock option for 75,000 shares of the Company’s Common Stock with the exercise price fixed at the then fair market value of the Company’s Common Stock, which vested and became exercisable at the rate of 2.78% per month after the date of the grant. Effective March 31, 2000, the consulting agreement was amended to extend the term thereof, to reduce the cash compensation paid to Mr. Giffen from $8,344 per month to $4,167 per month, and to limit the services to be provided by Mr. Giffen thereunder.

The Company entered into a Software Content License and Marketing Agreement (the “License Agreement”) on October 5, 2000, with O’Reilly and Associates, Inc., a company in which Timothy O’Reilly, an individual nominated to serve on the Board of Directors of the Company, serves as the President. Pursuant to the terms of the License Agreement, the Company received an exclusive, perpetual license to certain electronic content from a publication of O’Reilly and Associates, Inc. for inclusion within all versions of the Company’s Macromedia Dreamweaver software product released during the term of the License Agreement. In consideration for such license, the Company paid a license fee to O’Reilly and Associates, Inc. in December 2000 in the amount of $435,000. In addition, under the terms of the License Agreement, in the event that the Company elects to include any upgrades to such electronic content licensed from O’Reilly and Associate, Inc., the Company will be obligated to pay an additional license fee of $200,000. Furthermore, the Company has agreed under the License Agreement to provide certain marketing considerations to O’Reilly and Associates, Inc. The term of the License Agreement expires in December 2003, and the Company is currently engaged in discussions with O’Reilly and Associates, Inc. regarding the extension of the term of the License Agreement.