ADOBE SYSTEMS INCORPORATED
345 PARK AVENUE
SAN JOSE, CALIFORNIA 95110-2704
(408) 536-6000

ADOBE SYSTEMS INCORPORATED

OFFER TO AMEND ELIGIBLE OPTIONS

THE OFFER EXPIRES AT 11:59 P.M., PACIFIC TIME, ON THURSDAY, FEBRUARY 1, 2007,
UNLESS THE OFFER PERIOD IS EXTENDED

As more fully described in the attached disclosure document for the Offer to Amend Eligible Options (the "Offering Memorandum"), Adobe Systems Incorporated ("Adobe") is offering certain optionholders the opportunity to amend certain portions of certain stock options to purchase Adobe common stock to increase the exercise price of these options in order to limit the potential adverse personal tax consequences that may apply to these stock options under Section 409A ("Section 409A") of the Internal Revenue Code of 1986, as amended (the "Code") and the proposed regulations issued by the U.S. Internal Revenue Service (the "IRS") thereunder. We are making the offer upon the terms and subject to the conditions described in this Offering Memorandum, including the conditions described in Section 7 of this Offering Memorandum (the "Offer").

The "Expiration Time" of the Offer is 11:59 p.m. Pacific Time on Thursday, February 1, 2007. If we extend the period of time during which this Offer remains open, the term "Expiration Time" will refer to the last time and date on which this Offer expires.

The stock options that are the subject of this Offer are those stock options that have each of the following characteristics (the "Eligible Options"):

Only certain portions of Eligible Options may be amended under the Offer. The portion of the Eligible Option that is eligible to be amended under the Offer is the portion that has each of the following characteristics (the "Eligible Portion"):

Please note that the portions of Eligible Options (A) that are considered "Grandfathered Options" (defined below), (B) that have already been exercised, (C) that have expired or otherwise been cancelled or (D) that are beneficially owned by someone other than the Eligible Optionee are not eligible for the Offer (collectively, the "Ineligible Portion"). A "Grandfathered Option" is the portion of your Eligible Option that was vested as of December 31, 2004. Under the currently available guidance under Section 409A, Grandfathered Options are exempted from the adverse personal tax treatment under Section 409A and therefore are not eligible to participate in this Offer. Any amendment of the Eligible Portion of your Eligible Option will not affect the Ineligible Portion of your Eligible Option.

All individuals who were granted an Eligible Option and who, as of the Expiration Time, (1) are current employees of Adobe and (2) are subject to taxation in the United States in respect of their

Eligible Option may participate in the Offer (the "Eligible Optionees"). None of our current or former officers or members of our Board of Directors is eligible to participate in the Offer.

If you are an Eligible Optionee, then in a separate personalized email that is being sent to you in connection with this Offering Memorandum, you should have received your personalized Election Form (in substantially the form of Attachment A hereto) that describes your Eligible Option (including the Eligible Portion thereof) (the "Election Form"). If you believe you may be an Eligible Optionee and have not yet received your personalized Election Form, please contact equity@adobe.com immediately.

As noted above, the Offer is being conducted to address certain potential adverse personal tax consequences under Section 409A. Adobe has recently determined that certain stock options were granted, for accounting purposes, with an exercise price that is less than the fair market value of the Adobe common stock subject to such options on the applicable "measurement date" (which is the date of grant for accounting purposes but which is not necessarily the same as the "grant date" set forth on your option agreement). As a result of this accounting determination, these stock options may be deemed to have been granted, for tax purposes, with an exercise price that is less than the fair market value of Adobe common stock on the grant date and therefore may be subject to adverse personal tax consequences under Section 409A. These adverse personal tax consequences, discussed in greater detail in Section 12 of this Offering Memorandum, may include an obligation to recognize, in connection with the vesting of the option and regardless of whether the option is ever exercised, ordinary income tax at your usual rate, plus an additional 20% federal excise tax under Section 409A, plus certain other state and federal tax penalties (including possible state taxes that may duplicate the excise tax imposed under Section 409A), all of which could result in an Eligible Optionee paying tax at an aggregate tax rate of 80% or more on the Eligible Portion as a consequence of the option being subject to Section 409A.

The Offer is being made to permit Eligible Optionees to address the potential adverse personal tax consequences that may apply to their Eligible Options under Section 409A (and possibly under state tax laws). Under the currently available guidance for Section 409A, Eligible Optionees may be able to avoid or minimize the adverse personal tax treatment of Section 409A if certain changes are made to the Eligible Portion of the Eligible Options. Therefore, we are offering to amend your Eligible Option to increase the exercise price of the Eligible Portion to the "Corrected Exercise Price" (as defined below) so that your Eligible Option should no longer be subject to the adverse personal tax treatment of Section 409A. However, you should note that the application of Section 409A (and any state tax laws) to the Eligible Options, as amended pursuant to this Offer, is not entirely free from doubt and we make no representations as to the effect of this Offer on the application of similar state taxes. See Section 12 of the Offering Memorandum, Material U.S. Federal Income Tax Consequences, beginning on page 29.

The following table sets forth the original date of grant and exercise price, the "Revised Grant Date" (i.e., the "measurement date" that was determined for accounting purposes), the fair market value of the common stock on the Revised Grant Date (which is the "Corrected Exercise Price" for the Eligible Portion of your Eligible Option if you accept this Offer), and the applicable "Price Differential" (i.e., the difference per share between the original exercise price and the Corrected Exercise Price). In determining the fair market value of our common stock on a given date, we use the closing price of our common stock on the NASDAQ Global Select Market ("NASDAQ"). Accordingly, the Corrected Exercise Price in the table below reflects the closing price of our common stock on NASDAQ on the Revised Grant Date.

Original Date of Grant		Original Option Exercise Price(1)		Revised Grant Date		FMV on Revised Grant Date (Corrected Exercise Price)(1)		Price Differential
11/12/02		$	13.24		11/26/02		$	14.44		$	1.20
5/19/04		$	21.78		5/26/04		$	22.13		$	0.35

The Eligible Option that is amended pursuant to this Offer (the "Amended Option") will generally have the same material terms and conditions as it did prior to the amendment, including the same exercise and vesting schedule and expiration date, except that the Eligible Portion of the Amended Option will have a new exercise price and new deemed date of grant. The amendment of an Eligible Option pursuant to this Offer will not affect the terms and conditions of the Ineligible Portion of the Eligible Option.

As an additional part of the Offer, Eligible Optionees who accept this Offer to amend the Eligible Portion of their Eligible Option to reflect the Corrected Exercise Price will receive a cash payment equal to the applicable Price Differential of the Amended Option, multiplied by the total number of shares (including any unvested shares) subject to the Eligible Portion (less applicable tax withholding) (the "Cash Payment"). Promptly following the expiration of the Offer, we will send each Eligible Optionee who holds an Amended Option a Final Election Confirmation Statement (in substantially the form of Attachment C hereto) that will contain a "Promise to Make Cash Payment" evidencing the right to receive the Cash Payment. Eligible Optionees will be entitled to receive the Cash Payments regardless of whether they remain employed with Adobe on the actual payment date and regardless of whether the Eligible Portion of the Amended Option to which such payment relates has vested. However, in compliance with the applicable provisions of Section 409A, the Cash Payment will not be made until the end of the first payroll cycle in January 2008.

You are not required to tender your Eligible Option for amendment. If you elect to tender your Eligible Option, you must tender the entire Eligible Portion. Note, however, that you many not tender stock options that are not Eligible Options. If you hold more than one Adobe stock option, you may hold both an Eligible Option and options that are not affected by Section 409A. Some, but not all, of the outstanding options that were granted on the above dates, and for which all or a portion of such option was unvested as of December 31, 2004, are not considered Eligible Options for purposes of this Offer. Your personalized Election Form will identify which of your stock options is an Eligible Option for purposes of this Offer. If you hold an option that was granted on one of the dates in the above table, but that option is not listed in your personalized Election Form, that option is not an Eligible Option for purposes of this Offer.

You should be aware that adverse personal tax consequences under Section 409A (and similar state tax laws) may apply to your Eligible Option if it is not amended pursuant to this Offer, and you will be solely responsible for any taxes, penalties, or interest payable under Section 409A (and any similar state laws). Before deciding whether to tender your Eligible Option for amendment, you should carefully review this Offering Memorandum, as well as the information on Adobe and its business and financial status to which we refer you in this Offering Memorandum.

ALTHOUGH THE BOARD OF DIRECTORS HAS APPROVED THE OFFER, NEITHER WE NOR OUR BOARD OF DIRECTORS MAKES ANY RECOMMENDATION AS TO WHETHER YOU SHOULD PARTICIPATE IN THE OFFER AND AMEND YOUR ELIGIBLE OPTION. YOU MUST MAKE YOUR OWN DECISION WHETHER TO AMEND YOUR ELIGIBLE OPTION. YOU SHOULD CAREFULLY REVIEW THIS OFFERING MEMORANDUM IN ITS ENTIRETY BEFORE DECIDING WHETHER TO ELECT TO AMEND YOUR ELIGIBLE OPTION. WE RECOMMEND THAT YOU CONSULT WITH YOUR PERSONAL FINANCIAL, LEGAL AND TAX ADVISORS TO DETERMINE THE CONSEQUENCES OF ELECTING OR DECLINING TO PARTICIPATE IN THE OFFER.

right to withdraw the Offer in that particular jurisdiction. If we withdraw the Offer in a particular jurisdiction, the Offer will not be made to, nor will requests for amendments be accepted, from or on behalf of Eligible Optionees in such jurisdiction. At our discretion, however, we may take any actions necessary for us to make the Offer legally available to Eligible Optionees in any jurisdiction.

Shares of our common stock are quoted on NASDAQ under the symbol "ADBE." On December 15, 2006, the closing price of our common stock as reported on NASDAQ was $42.81 per share. As of December 15, 2006, options to purchase 36,320,926 shares of our common stock were issued and outstanding under the Plans, including the Eligible Portions of the Eligible Options to purchase up to 146,106 shares of our common stock. This Offer is not conditioned upon the acceptance of the Offer with respect to a minimum number of Eligible Options.

You should direct questions about the Offer and requests for assistance in completing the necessary forms to equity@adobe.com. For information regarding your vesting and/or exercise activity, please contact equity@adobe.com.

This transaction has not been approved or disapproved by the Securities and Exchange Commission ("SEC") nor has the SEC passed upon the fairness or merits of such transaction or upon the accuracy or adequacy of the information contained in this document. Any representation to the contrary is a criminal offense. In the event of any conflict between this documentation and the rules of the applicable Plans or any applicable legislation, the rules or legislation (as the case may be) will take precedence. All references to taxation consequences are for guidance only. We recommend that you consult with your personal tax advisor to determine the tax consequences of electing or declining to participate in the Offer.

Whether you accept this Offer or not, you must complete and submit an Election Form that sets forth your election for your Eligible Option. The form of Election Form is attached as Attachment A hereto and your personalized Election Form, which will be sent to you via email, must be submitted via email to equity@adobe.com. Your completed Election Form, and any subsequent change thereto, must be received by 11:59 p.m., Pacific Time, on Thursday, February 1, 2007 (or a later termination date if we extend the Offer). Any Election Form not received by the Expiration Time will be disregarded.

You are receiving the Offer materials by electronic means. You may request a written copy of any or all of these materials at no charge by sending an email to equity@adobe.com.

We have not authorized any person to make any recommendation on our behalf as to whether you should amend your Eligible Option pursuant to the Offer. We have not authorized anyone to give you any information or to make any representation in connection with the Offer other than the information and representations contained in this Offering Memorandum (including the Attachments hereto). If anyone makes any such recommendation or representation to you or gives you any such information, you must not rely upon that recommendation, representation or information as having been authorized by Adobe. We recommend that you consult with your financial, legal and tax advisors to determine the tax and other consequences to you of electing or declining to participate in the Offer.


RISK FACTORS RELATING TO THE OFFER		ii
SUMMARY TERM SHEET & FREQUENTLY ASKED QUESTIONS		1
THE OFFER		15
	1.	ELIGIBLE OPTIONEES; ELIGIBLE OPTIONS; THE PROPOSED AMENDMENT; ADDITIONAL CONSIDERATIONS; THE AMENDED OPTIONS; EXPIRATION AND EXTENSION OF OFFER.	15
	2.	PURPOSE OF THE OFFER.	19
	3.	STATUS OF ELIGIBLE OPTIONS NOT AMENDED IN THE OFFER.	20
	4.	PROCEDURES FOR AMENDING ELIGIBLE OPTIONS.	20
	5.	CHANGE IN ELECTION.	22
	6.	ACCEPTANCE OF ELIGIBLE OPTIONS FOR AMENDMENT.	22
	7.	CONDITIONS OF THE OFFER.	23
	8.	PRICE RANGE OF COMMON STOCK.	25
	9.	INTERESTS OF DIRECTORS AND EXECUTIVE OFFICERS; TRANSACTIONS AND ARRANGEMENTS INVOLVING OPTIONS.	26
	10.	ACCOUNTING CONSEQUENCES OF THE OFFER.	28
	11.	LEGAL MATTERS; REGULATORY APPROVALS.	29
	12.	MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES.	29
	13.	EXTENSION OF OFFER; TERMINATION; AMENDMENT.	31
	14.	FEES AND EXPENSES.	31
	15.	SOURCE AND AMOUNT OF CONSIDERATION.	31
	16.	INFORMATION ABOUT ADOBE.	32
	17.	ADDITIONAL INFORMATION.	34
	18.	FORWARD-LOOKING STATEMENTS; MISCELLANEOUS.	35

This section highlights the material risks of accepting the Offer and tendering your Eligible Option for amendment. You should carefully consider these risk factors relating to the Offer described below and the risk factors relating to our business and financial condition, and you should carefully read the remainder of this Offering Memorandum (including the Exhibits to the Schedule TO available at www.sec.gov and Attachments hereto) before deciding to accept the Offer.

Even if you accept the Offer and receive an Amended Option, the tax treatment of Amended Options under Section 409A is not completely certain, and you may still be required to recognize income prior to the exercise of your Amended Option and pay a 20% federal penalty plus additional interest penalties in respect of your Amended Option under Section 409A.

Because your Eligible Option was issued with an exercise price that is or may be lower than the fair market value of the underlying shares on the date of grant, such options may be subject to adverse personal taxation under Section 409A. Section 409A generally provides that you will recognize taxable income at the time a discounted stock option is no longer subject to a substantial risk of forfeiture (for example, when such option vests) and that you will recognize additional taxable income until the discounted option is exercised. Such income would be taxable at ordinary income rates and may also be subject to a 20% federal penalty tax, and possibly interest charges, in addition to the usual applicable withholding and employment taxes.

We believe that by accepting the Offer, an Eligible Optionee may avoid or minimize the adverse personal tax consequences under Section 409A, as we believe that we have complied in good faith with the guidance issued to date by the IRS with respect to offering to amend the Eligible Options to avoid or minimize the adverse personal tax consequences of Section 409A. Guidance issued after the date of this Offer or a future determination by the IRS could provide that the Amended Options do not avoid the adverse personal tax consequences of Section 409A. Therefore, it is not completely certain that amending the Eligible Options pursuant to this Offer would completely avoid the potential adverse personal tax consequences under Section 409A.

The tax treatment of discounted options under state tax law or the tax laws of other jurisdictions is not completely certain, and you may be required to recognize income prior to the exercise of your Eligible Option or pay an additional tax penalty and interest charge in respect of your Eligible Option under applicable state or foreign tax laws, even if you participate in the Offer.

It is possible that the discounted option will be subject to taxes that are imposed under applicable state tax laws or foreign tax laws that are similar to Section 409A. Therefore, you may incur taxes and penalties under such provisions with respect to your Eligible Option based on the state in which you are subject to taxation in addition to the federal taxes and penalties you may pay under Section 409A. For instance, California has adopted a provision similar to Section 409A that may result in an aggregate state and federal tax rate of approximately 80% with regard to a discounted stock option. It is not certain that participation in the Offer will help avoid the potential adverse personal tax consequences under state or foreign tax laws that are similar to Section 409A.

In addition, if you are subject to the tax laws in more than one jurisdiction, you should be aware that tax consequences of more than one jurisdiction may apply to your Eligible Option as a result of your participation in the Offer.

Section 12 of this Offering Memorandum describes the material U.S. federal income tax consequences if you participate in the Offer and if you do not participate in the Offer.

You should review Section 12 carefully and you are strongly encouraged to consult with your own tax advisor to determine the tax consequences of the Offer applicable to your particular situation.

You are responsible for making sure that you have made an accurate and complete election prior to the Expiration Time. You should make a copy of each Election Form that you submit, the Outlook email "delivery receipt" that you receive upon your submission and each Election Confirmation Statement and Final Election Confirmation Statement that you receive. You must submit all Election Forms via email to equity@adobe.com. Submissions made by any other means, including hand delivery, facsimile, inter-office mail or U.S. mail (or other postal service), will NOT be accepted.

Your Election Form, and any subsequent change thereto, must be received by 11:59 p.m., Pacific Time, on Thursday, February 1, 2007 (or a later termination date if we extend the Offer). Any Election Form not received by the Expiration Time will be disregarded.

You will receive an Election Confirmation Statement confirming your election within three business days after we receive your Election Form (or a change to your election) and then a Final Election Confirmation Statement within three business days after the Expiration Time. In the event that you do not receive the Election Confirmation Statement or the Final Election Confirmation Statement confirming your elections in the time frames described above, you must send your printed copies of your Election Form and email delivery receipts and any Election Confirmation Statement or Final Election Confirmation Statement that you did receive, to equity@adobe.com to evidence proper and timely submission of your Election Form. If you have any questions about submitting your Election Form, or if you do not receive your Election Confirmation Statement or your Final Election Confirmation Statement, please send an email to equity@adobe.com.

In addition to those risks discussed above, you are encouraged to read the risk factors outlined in our periodic and other reports filed with the SEC, including those in our Annual Report on Form 10-K for the year ended December 2, 2005 filed with the SEC on February 8, 2006 and our Quarterly Report on Form 10-Q for the period ended September 1, 2006 filed with the SEC on October 11, 2006, which are incorporated by reference herein. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations. If any of the risks actually occur, our business could be harmed. In that event, the trading price of our common stock could decline.

OFFERING MEMORANDUM

FOR

OFFER TO AMEND ELIGIBLE OPTIONS

SUMMARY TERM SHEET & FREQUENTLY ASKED QUESTIONS

This section provides a table describing the material terms of the Offer and then reviews, in question-and-answer format, the material terms of the Offer. The complete description of the Offer begins on page 15 of this Offering Memorandum. Because this summary does not contain all of the information you should consider in deciding whether to accept the Offer, you should read carefully the remainder of this Offering Memorandum (including the Exhibits to the Schedule TO available at www.sec.gov and Attachments hereto), as well as the information to which we refer you. The Offer is made subject to the terms and conditions of these documents, as they may be amended. You should also review and consider the risks detailed in the Risk Factors relating to the Offer.

Please see the following sections of the Offering Memorandum for more information on Section 409A: Section 2, Purpose of the Offer, beginning on page 19 and Section 12, Material U.S. Federal Income Tax Consequences, beginning on page 29. Please also see the following section of the Offering Memorandum for further details about the terms and conditions of the Offer: Section 1, Eligible Optionees; Eligible Options; the Proposed Amendment; Additional Considerations; the Amended Options; Expiration and Extension of Offer, beginning on page 15.

Q2: Why is Adobe making the Offer?
Q3: What is Section 409A?
Q4: What happens if options are deemed to be deferred compensation under Section 409A?
Q5: Why may Adobe stock options be deemed to have been granted at a discount for purposes of Section 409A?
Q6: What is the Offer?
Q7: Which Adobe stock options are subject to the Offer?
Q8: What is the Eligible Portion of my Eligible Option?
Q9: Am I an Eligible Optionee?
Q10: If I live outside of the United States, may I participate in the Offer?
Q11: Does the Offer apply to shares of Adobe common stock that I currently own?
Q12: What happens to the portion of my Eligible Option that I have already exercised?
Q13: What happens to the portion of my Eligible Option that was vested as of December 31, 2004?
Q14: Will the vesting of my Eligible Option change if I participate in the Offer?
Q15: Will the number of shares subject to my Eligible Option change if I participate in the Offer?
Q16: Why am I receiving this Offering Memorandum? Why does this Offering Memorandum refer to the "tendering" of my Eligible Option? What does "tender" mean?

Q17: Who sets the "Corrected Exercise Price"?
Q18: If I elect to amend my Eligible Option, does the Corrected Exercise Price apply to all of the shares subject to my Eligible Option?
Q19: If I elect to amend my Eligible Option, when can I exercise?

Q20: How is the Cash Payment calculated?
Q21: When will I be paid the Cash Payment?
Q22: Is the Cash Payment subject to vesting? Will I receive the Cash Payment if my employment terminates before I fully vest in the shares subject to the Eligible Portion of the Amended Option or before the Cash Payment is paid?
Q23: Do I receive the Cash Payment even if I never exercise the Amended Option?
Q24: Will I be taxed on the Cash Payment?

Q25: Am I required to participate in the Offer?
Q26: If I accept the Offer, am I guaranteed that the Eligible Portion of my Eligible Option will not be subject to the adverse personal tax consequences under Section 409A?
Q27: If I choose to participate in the Offer, am I required to amend the entire Eligible Portion of my Eligible Option?
Q28: What happens if I hold an Eligible Option and I do not participate in the Offer?
Q29: Will my decision about whether to participate or not in the Offer affect my eligibility to receive future stock option grants from Adobe?
Q30: What does Adobe think of the Offer?
Q31: Can anyone at Adobe or Deloitte Tax LLP help me decide whether I should participate in the Offer?
Q32: What risks should I consider in deciding whether to participate in the Offer?
Q33: How might stock price fluctuations in the future impact my decision?
Q34: Where can I find more information about the Offer?

Q35: If I am an Eligible Optionee, how do I make an election to participate in the Offer?
Q36: If I am an Eligible Optionee but I do NOT want to amend my Eligible Option, do I need to fill out an Election Form?
Q37: During what period of time may I make my election?
Q38: How will I know if the period of time during which the Offer will remain open is extended?
Q39: What happens if my service with Adobe terminates prior to the Expiration Time?
Q40: Can I change my election after I have submitted my Election Form?
Q41: Can I exercise my Eligible Option prior to the Expiration Time?
Q42: Will Adobe tell me if there is a problem with my Election Form?
Q43: How will I know if I have properly accepted the Offer?
Q44: If I accept the Offer, when will my Eligible Option be amended?
Q45: Is there any reason why my Eligible Option would not be amended if I make an election to accept the Offer?

Q46: What are the tax consequences to me under Section 409A if I don't accept the Offer?
Q47: What are the tax consequences to me if I accept the Offer and amend the Eligible Portion of my Eligible Option?
Q48: What happens if the Internal Revenue Code changes again?

In the fourth quarter of last year, our Board formed a Special Committee of outside Directors to undertake a review of annual non-executive employee option grants. As a result of the Special Committee's review, we identified occasions on which we used incorrect measurement dates for determining the accounting consequences of certain stock options. As such, these affected stock options are deemed, for accounting purposes, to have been granted at a discount. Based on the determination made for accounting purposes, the affected options may now be deemed to have been granted at a discount for tax purposes, which may expose the holders of these impacted stock option grants to potentially adverse tax treatment under Section 409A of the Internal Revenue Code.

The Offer is being made to permit certain holders (the Eligible Optionees) of those affected options (the Eligible Options) to address the potential adverse personal tax consequences that may apply to their Eligible Options under Section 409A. By amending such options, the Eligible Optionee should be able to minimize or avoid the application of such adverse federal tax treatment. However, you should note that the application of Section 409A to the Eligible Options is not entirely free from doubt and we make no representations as to the effect of this Offer under Section 409A or the effect of the Offer under state tax laws that are similar to Section 409A.

Effective January 1, 2005, Section 409A of the Internal Revenue Code, (the "Code"), was added by the American Jobs Creation Act of 2004 (the "AJCA") to address perceived abuses in deferred compensation by restricting election and distribution alternatives. Under the AJCA, deferred compensation includes stock options with an exercise price that is less than the fair market value of the underlying common stock to the extent such options were unvested as of December 31, 2004.

Q4: What happens if options are deemed to be deferred compensation under Section 409A?

As of the date of this Offer, the Internal Revenue Service ("IRS") has not issued final guidance regarding how options which are deemed to be deferred compensation would be treated under Section 409A. However, based on currently available guidance, we believe that the following adverse U.S. federal tax consequences could apply:

We believe that taxation could occur in such manner even though the option remains unexercised. It is also possible that the optionholder may be subject to additional annual income taxes and penalty taxes described above, on any increase in the value of the option shares that has not previously been recognized as income, until the option is exercised or expires. While it is not clear how any future annual increases in value would be measured, such taxation would likely be based on the value of the shares on December 31 of the applicable year.

In addition, certain states have also adopted laws similar to Section 409A, and an optionholder may also incur additional taxes and penalties under such state law provisions with respect to discounted options based on the state in which he or she is subject to taxation. For instance, California has adopted a provision similar to Section 409A that could result in an aggregate state and federal tax rate of approximately 80% with regard to a discounted stock option for individuals subject to taxation in California.

You should consult with your personal financial, tax and legal advisors with regard to the impact of Section 409A (and applicable state tax laws) on your Eligible Option. Please note, however, that Adobe is currently making its own determination as to whether the Eligible Options are subject to Section 409A. If, based on the available facts, Adobe makes a determination that the Eligible Options are more likely than not subject to Section 409A, Adobe will report to the IRS (and any applicable state taxing authorities), and make applicable tax withholdings in respect of, any income that should be recognized by you under Section 409A in connection with those Eligible Options that are not amended in the Offer, as provided by applicable law. You will be solely responsible for any income and excise taxes, penalties, and interest payable under Section 409A and state and foreign tax laws.

Q5: Why may Adobe stock options be deemed to have been granted at a discount for purposes of Section 409A?

As part of our recent review of our option grant practices, it has been determined that certain stock options have a different "measurement date" for accounting purposes than the "grant date" set forth in the applicable option agreement. As the fair market value on the "measurement date" exceeds the fair market value on the "grant date," the options are deemed to have been granted at a discount for purposes of our accounting treatment of the options.

The definition of "measurement date" for accounting purposes is somewhat different than the definition of "grant date" for tax purposes, but these two terms are not substantially different. It is not clear based on the currently available guidance under the Code whether the IRS will determine that the "grant date" (for tax purposes, including for purposes of determining compliance with Section 409A) must be the same as the "measurement date" (for accounting purposes). If the IRS determines that the "grant date" should be the same as the "measurement date," then the Adobe stock options may be deemed to have been granted at a discount for purposes of Section 409A.

Adobe is offering to amend the Eligible Portion of certain stock option grants that may be deemed to be discounted stock options so they should no longer be subject to the adverse personal tax treatment of Section 409A. Specifically, Adobe is offering to amend the Eligible Portion of each Eligible Option to reflect the Revised Grant Date and corresponding increase in the exercise price from the original exercise price to the Corrected Exercise Price, as follows:

Original Date of Grant		Original Option Exercise Price(1)		Revised Grant Date		FMV on Revised Grant Date (Corrected Exercise Price)(1)		Price Differential
11/12/02		$	13.24		11/26/02		$	14.44		$	1.20
5/19/04		$	21.78		5/26/04		$	22.13		$	0.35

An Eligible Option that is amended pursuant to this Offer (the "Amended Option") will generally have the same material terms and conditions as it did prior to the amendment, including the same exercise and vesting schedule and expiration date and the terms of the applicable Plan under which it was granted.

As an additional part of the Offer, Eligible Optionees who accept this Offer to amend the Eligible Portion of their Eligible Option to reflect the Corrected Exercise Price will receive a cash payment equal to the applicable "Price Differential" (as set forth in the table above) of the Amended Option, multiplied by the total number of shares (including any unvested shares) subject to the Eligible Portion (less applicable tax withholding) (the "Cash Payment"). Eligible Optionees will be entitled to receive the Cash Payment regardless of whether they remain employed with Adobe on the actual payment date and regardless of whether the Eligible Portion of the Amended Options to which such payment relates has vested. However, in compliance with the applicable provisions of Section 409A, the Cash Payment will not be made until the end of the first payroll cycle in January 2008.

Certain option grants that we call "Eligible Options" may be deemed to be nonqualified deferred compensation that is subject to adverse taxation under Section 409A and it is these stock options that are the subject of this Offer. If you are an Eligible Optionee you should have received a personalized Election Form via email that identifies your Eligible Option. Please see Q9 for more information on your status as an Eligible Optionee. Eligible Options are those stock options that have each of the following characteristics:

Please note that certain stock option grants made on these dates are not Eligible Options as they are not deemed to have been issued at a discount for accounting purposes. If you have a question as to whether the option that you were granted on either of these dates is an Eligible Option, please send an email to equity@adobe.com.

The portion of your Eligible Option that may be amended under the Offer has each of the following characteristics:

Only an Eligible Optionee may participate in the Offer. Therefore, any portion of an Eligible Option that is "beneficially owned" by a person who is not an Eligible Optionee may not be amended in the Offer. For example, if part of an Eligible Option is assigned by a domestic relations order (or comparable legal document) to your former spouse, only the portion that is beneficially owned by you may be eligible for amendment.

You are an Eligible Optionee if you were granted an Eligible Option and, as of the Expiration Time, you are (1) a current employee of Adobe and (2) subject to taxation in the United States.

If you are an Eligible Optionee, you should have received a personalized Election Form via email that describes your Eligible Option. If you believe that you are an Eligible Optionee and if you have not yet received your personalized Election Form, please contact equity@adobe.com immediately.

Q10: If I live outside of the United States, may I participate in the Offer?

If you are an Eligible Optionee who is subject to taxation in the United States, you may participate in the Offer regardless of where you live.

Q11: Does the Offer apply to shares of Adobe common stock that I currently own?

Q12: What happens to the portion of my Eligible Option that I have already exercised?

Pursuant to the transitional relief and proposed regulations provided under Section 409A, if you exercised your Eligible Option (or portion thereof) on or prior to December 31, 2005, that exercised portion should not be subject to the adverse personal tax consequences under Section 409A.

However, if you exercised your Eligible Option (or portion thereof) during calendar year 2006, no similar transitional relief has been expressly provided by the Internal Revenue Service. The exercised Eligible Option (or portion thereof) may be subject to adverse personal tax consequences under Section 409A (and similar state tax laws). You should consult with your personal financial, tax and legal advisors with regard to the impact of Section 409A (and applicable state tax laws) on your previously exercised Eligible Options.

Q13: What happens to the portion of my Eligible Option that was vested as of December 31, 2004?

Under the currently available guidance under Section 409A, stock options (or any portion of a stock option) that had vested as of December 31, 2004 are exempted (or "grandfathered") from the adverse personal tax treatment under Section 409A.

Q14: Will the vesting of my Eligible Option change if I participate in the Offer?

No. Your Eligible Option, as amended by the Offer, will continue to be subject to the current vesting schedule.

Q15: Will the number of shares subject to my Eligible Option change if I participate in the Offer?

No. The number of shares of our common stock subject to the Eligible Option will not change, except as such number may change in accordance with the terms of the applicable Plan in the event of any change in the capitalization of Adobe between the time the Offer commences and the Expiration Time.

Q16: Why am I receiving this Offering Memorandum? Why does this Offering Memorandum refer to the "tendering" of my Eligible Option? What does "tender" mean?

We are offering to amend the Eligible Options in a way that requires the consent of the Eligible Optionee. The SEC may take the position that we are offering a new option to you in exchange for your existing option, or to "tender" your Eligible Option to us and in exchange we will give you an Amended Option. The SEC requires that if we are asking you to "tender" your Eligible Option, then we must make certain filings with the SEC and provide you with disclosures such as those contained in the Offering Memorandum. The Offering Memorandum contains the official terms and conditions of our Offer.

We will occasionally refer in this document to you "tendering" your Eligible Option for amendment, by which we mean that you will deliver your Election Form to Adobe to amend the Eligible Portion of your Eligible Option for acceptance upon the expiration of the Offer.

The Board of Directors has determined the Corrected Exercise Price based on the Revised Grant Date that was determined as part of our recent review of our option grant practices. The Revised Grant Date is the "measurement date" that was determined for accounting purposes, and the Corrected Exercise Price is the fair market value of our common stock on the Revised Grant Date. In determining the fair market value of our common stock, we use the closing price of our common stock on the NASDAQ Global Select Market ("NASDAQ"). Accordingly, the Corrected Exercise Price in the table below reflects the closing price of our common stock on NASDAQ on the Revised Grant Date.

Original Date of Grant		Original Option Exercise Price(1)		Revised Grant Date		FMV on Revised Grant Date (Corrected Exercise Price)(1)		Price Differential
11/12/02		$	13.24		11/26/02		$	14.44		$	1.20
5/19/04		$	21.78		5/26/04		$	22.13		$	0.35

Q18: If I elect to amend my Eligible Option, does the Corrected Exercise Price apply to all of the shares subject to my Eligible Option?

No. The Corrected Exercise Price applies only to the number of shares subject to the Eligible Portion of the Eligible Option that is amended pursuant to the Offer. The other shares that may be purchased upon the exercise of your Eligible Option (i.e., the shares that you purchase upon the exercise of the Ineligible Portion) will be purchased at the original exercise price (as adjusted for the 2:1 stock split on May 23, 2005 and any similar event in the future under the terms of the applicable Plan).

If you have properly accepted this Offer, Adobe will amend the Eligible Portion of your Eligible Option, effective as of the Expiration Time (such date, the "Amendment Date") to reflect the Corrected Exercise Price and Revised Grant Date. We will send you an Election Confirmation Statement confirming your election within three business days after we receive your election (or a change to your election) and then a Final Election Confirmation Statement within three business days after the Expiration Time. Please note that, in order to process these option amendments in our stock database, your Amended Option (or, if you do not accept the Offer, your Eligible Option) may not be exercisable for up to five business days following the Expiration Time. Any exercise of your stock options must comply with the Adobe Insider Trading Policy and any interim blackout periods during which cashless exercises and sales to cover are not permitted. In addition, you may not exercise unvested shares of your stock options.

Original Date of Grant		Original Option Exercise Price(1)		Revised Grant Date		FMV on Revised Grant Date (Corrected Exercise Price)(1)		Price Differential
11/12/02		$	13.24		11/26/02		$	14.44		$	1.20
5/19/04		$	21.78		5/26/04		$	22.13		$	0.35

In compliance with the applicable provisions of Section 409A as described in the guidance issued to date, the Cash Payment will not be made until the end of the first payroll cycle in January 2008. The current guidance does not allow us to make the Cash Payments in the same calendar year in which the Eligible Options are amended.

Q22: Is the Cash Payment subject to vesting? Will I receive the Cash Payment if my employment terminates before I fully vest in the shares subject to the Eligible Portion of the Amended Option or before the Cash Payment is paid?

The Cash Payment is not subject to vesting or otherwise subject to forfeiture. Eligible Optionees will be entitled to receive the Cash Payment regardless of whether they remain employed with Adobe on the actual payment date and regardless of whether the Eligible Portion of the Amended Option to which such payment relates has vested or ever vests.

Q23: Do I receive the Cash Payment even if I never exercise the Amended Option?

Yes. The Cash Payment will be paid in January 2008, regardless of whether you have exercised the Amended Option at that time and regardless of whether you ever exercise the Amended Option.

Yes. The Cash Payment will be deemed compensation income to you in the year in which it is paid (i.e., in 2008). Adobe will withhold from the Cash Payment amounts required for employment and income taxes on the Cash Payment as required by applicable law.

No. Participation in the Offer is voluntary and you are not required to amend your Eligible Option. However, at this time, Adobe considers this Offer a one-time-only opportunity, and is not considering making any additional tender offers or providing Eligible Optionees with additional opportunities to amend their Eligible Options to comply with Section 409A.

Q26: If I accept the Offer, am I guaranteed that the Eligible Portion of my Eligible Option will not be subject to the adverse personal tax consequences under Section 409A?

No. At this time there is relatively limited guidance as to how Section 409A applies to Eligible Options, including Eligible Options that are amended pursuant to the Offer. We believe that this Offer complies in good faith with available guidance to avoid or minimize the potentially adverse personal tax consequences of Section 409A.

Please see Section 12 of the Offering Memorandum, Material U.S. Federal Income Tax Consequences, beginning on page 29 for more detailed information regarding the tax consequences of this Offer.

We strongly recommend that you consult with your personal financial, tax and legal advisors to determine the tax consequences of electing or declining to participate in the Offer.

Q27: If I choose to participate in the Offer, am I required to amend the entire Eligible Portion of my Eligible Option?

Yes. If you tender your Eligible Option for amendment, you must tender the entire Eligible Portion of that Eligible Option.

Q28: What happens if I hold an Eligible Option and I do not participate in the Offer?

If you do not elect to participate in the Offer, then Adobe will not amend any of your Eligible Option to reflect the new applicable Corrected Exercise Price and Revised Grant Date. In addition, you will have no right to receive any Cash Payment.

However, you should be aware that adverse personal tax consequences under Section 409A (and state tax laws) may apply to your Eligible Option that is not amended pursuant to this Offer, and you will be solely responsible for any taxes, penalties, or interest payable under Section 409A (and state tax laws).

Q29: Will my decision about whether to participate or not in the Offer affect my eligibility to receive future stock option grants from Adobe?

No. Your decision to accept or reject the Offer will have no effect on your eligibility to receive additional option grants or other equity awards in the future from Adobe. Any additional equity awards granted to Eligible Optionees in the future will be made in the sole discretion of the Board (or a duly appointed committee thereof) without regard to a decision to accept or reject the Offer.

Although the Board has approved the Offer, neither Adobe nor our Board makes any recommendation as to whether you should participate in the Offer. You must make your own decision as to whether to accept the Offer and amend the Eligible Portion of your Eligible Option. You should carefully review this Offering Memorandum, all of the Exhibits to the Schedule TO available at www.sec.gov and the Attachments hereto in their entirety before deciding whether to elect to participate in the Offer. We strongly recommend that you consult with your personal financial, tax, and legal advisors in order to determine whether to accept or decline this Offer.

Q31: Can anyone at Adobe or Deloitte Tax LLP help me decide whether I should participate in the Offer?

Unfortunately, no. We have not authorized any person to make any recommendation on our behalf as to whether you should amend your Eligible Option pursuant to the Offer. We have not authorized anyone to give you any information or to make any representation in connection with the Offer other than the information and representations contained in the Offering Memorandum, the Attachments and the Exhibits to the Schedule TO available at www.sec.gov. If anyone (including anyone at Adobe or Deloitte Tax LLP) makes any such recommendation or representation to you or gives you any such information, you must not rely upon that recommendation, representation or information as having been authorized by Adobe. We strongly recommend that you consult with your personal financial, tax and legal advisors to determine the tax consequences of electing or declining to participate in the Offer.

Q32: What risks should I consider in deciding whether to participate in the Offer?

Amending your Eligible Option pursuant to the Offer does involve some risks. In particular, if you amend your Eligible Option, you will change the exercise price for the Eligible Portion of this Eligible Option and receive a taxable cash benefit in consideration for the aggregate increase in the exercise price. In amending your Eligible Option, you should also carefully consider this risk, the risks that are part of our business and financial condition, as well as certain tax risks, which are described on page 29 of the Offering Memorandum.

While we believe that this Offer will give Eligible Optionees the opportunity to avoid or minimize the adverse personal tax consequences of Section 409A, we cannot guarantee that Eligible Optionees will ultimately be better off by holding options with the Corrected Exercise Price than they would by not participating in the Offer, exercising at the original exercise price, and paying the resulting taxes and any associated penalties and interest charges. We strongly recommend that you consult with your personal financial, tax and legal advisors to determine the consequences of accepting or rejecting the Offer.

The complete terms and conditions of the Offer are set forth in the Offering Memorandum, including the Exhibits to the Schedule TO available at www.sec.gov and the Attachments hereto. You should carefully read the Offering Memorandum in its entirety to learn about the Offer.

In addition, Adobe will be holding an informational meeting that will review the terms and conditions set forth in the Offering Memorandum. This meeting will be held on Tuesday, January 9, 2007 in the San Francisco State conference room on the 6th floor of the West Tower of our San Jose office located at 345 Park Avenue at 10:00 a.m., Pacific Time. Additional information as to how an Eligible Optionee may attend this meeting electronically will be sent to each Eligible Optionee via email.

Q35: If I am an Eligible Optionee, how do I make an election to participate in the Offer?

If you are an Eligible Optionee, then in a separate personalized email that is being sent to you in connection with this Offering Memorandum, you should have received a personalized Election Form (in substantially the form of Attachment A hereto) that describes your Eligible Option (including the Eligible Portion thereof). If you believe you may be an Eligible Optionee and have not yet received your personalized Election Form, please contact equity@adobe.com immediately.

Whether you accept the Offer or not, you must complete and submit an Election Form that sets forth your election for your Eligible Option. You must print a copy of your personalized Election Form; complete and sign the form; and then submit an electronic copy of your completed personalized Election Form via email to equity@adobe.com. Please use the "delivery receipt" option in Outlook so that you have a record of delivery. Your Election Form, and any subsequent change thereto, must be received by 11:59 p.m., Pacific Time, on Thursday, February 1, 2007 (or a later termination date if we extend the Offer). Any Election Form not received by the Expiration Time will be disregarded.

Please print and keep a copy of your Election Form and the email delivery receipt for your records.

Q36: If I am an Eligible Optionee but I do NOT want to amend my Eligible Option, do I need to fill out an Election Form?

Yes. If you are an Eligible Optionee, you will need to fill out an Election Form even if you do not wish to amend your Eligible Option in order to formally notify Adobe that you are rejecting the Offer as to your Eligible Option.

Please note that if you do not elect to amend the Eligible Portion of your Eligible Option, adverse personal tax consequences under Section 409A (and similar state tax laws) may apply to your Eligible Option, and you will be solely responsible for any excise taxes, penalties, or interest payable under Section 409A (and similar state tax laws).

The Offer, and your right to tender or not to tender your Eligible Option for amendment, and your right to withdraw or change any previous election to tender or not to tender your Eligible Option for amendment, expires at 11:59 p.m., Pacific Time, on Thursday, February 1, 2007 (the "Expiration Time"), unless and until we, in our discretion or as required, extend the period of time during which the Offer will remain open.

If we extend the period of time during which the Offer will remain open, the term "Expiration Time" will refer to the latest time and date at which the Offer expires. We must receive your Election Form (and any changes thereto) before the extended Expiration Time. If we do not receive your complete and correct Election Form and any other required documentation before the Expiration Time, you will not be able to amend your Eligible Option.

Q38: How will I know if the period of time during which the Offer will remain open is extended?

If we extend the length of time during which the Offer is open, we will issue an announcement no later than 11:58 p.m., Pacific Time, on Thursday, February 1, 2007. Any announcement relating to the Offer will be sent promptly to all Eligible Optionees in a manner reasonably designed to inform Eligible Optionees of the change, which may include an email communication from equity@adobe.com.

Q39: What happens if my service with Adobe terminates prior to the Expiration Time?

If your service to us terminates prior to the Expiration Time, you will no longer be an Eligible Optionee and no longer eligible to participate in the Offer. At such time as you no longer qualify as an Eligible Optionee, you will not be required to submit an Election Form.

You may change your previously submitted Election Form at any time prior to the Expiration Time. You may change your previously submitted election more than once. To submit a change to your election during the Offer, you must email a copy of a new Election Form to equity@adobe.com. You

should print a copy of your revised Election Form and email delivery receipt and keep these documents with your other records for this Offer.

You may exercise your Eligible Option during the term of the Offer, provided that such exercise complies with the existing terms of your Eligible Option, the Adobe Insider Trading Policy and any interim blackout periods during which cashless exercises and sales to cover are not permitted. However, any election you have made to accept the Offer as to the exercised shares will be null and void. Potential adverse personal tax consequences under Section 409A (and similar state tax laws) may apply to the Eligible Portion of your Eligible Option that is exercised prior to the Expiration Time and therefore not amended pursuant to this Offer, and you will be solely responsible for any taxes, penalties, or interest payable under Section 409A (and any similar state laws).

If you have properly submitted your Election Form, we will send you an Election Confirmation Statement within three business days after we have received your election (or change in election). If you do not receive such an Election Confirmation Statement, please contact equity@adobe.com. Please note that Adobe is not obligated to give you notice of any defects or irregularities in any Election Form, or other related documentation, and no one will be liable for failing to give notice of any defects or irregularities.

You will receive an Election Confirmation Statement confirming your election within three business days after we receive your election (or a change to your election) and then a Final Election Confirmation Statement within three business days after the Expiration Time. If you have a question prior to the Expiration Time regarding the validity of your election, please send your question to equity@adobe.com.

Adobe will determine, in our discretion, all questions as to the form and validity, including time of receipt, of documentation related to this Offer. Our determinations regarding these matters will be final and binding.

Unless we amend or terminate the Offer in accordance with its terms, Adobe will amend the Eligible Portion of those Eligible Options as to which you properly made a valid election (and did not validly revoke that election) effective as of the Expiration Time (such date, the "Amendment Date", is currently expected to be Thursday, February 1, 2007) to reflect the Corrected Exercise Price and Revised Grant Date. Please note that, in order to process these option amendments in our stock database, your Amended Option (or, if you decline the Offer, your Eligible Option) may not be exercisable for up to five business days following the Expiration Time. Any exercise of your stock options must comply with the Adobe Insider Trading Policy and any interim blackout periods during which cashless exercises and sales to cover are not permitted. In addition, you may not exercise unvested shares of your stock options.

Q45: Is there any reason why my Eligible Option would not be amended if I make an election to accept the Offer?

This Offer is subject to the terms and conditions described in the Offering Memorandum. We will only accept elections as to the Eligible Portion of the Eligible Option that are properly submitted for amendment and not validly withdrawn in accordance with Sections 4 and 5 of the Offering Memorandum before the Expiration Time. We may, however, reject any or all Election Forms to the extent that we determine they were not properly submitted, to the extent that we determine it is unlawful to accept the Eligible Option tendered for amendment or to the extent certain conditions described in the Offering Memorandum exist which in our reasonable judgment makes it inadvisable to proceed with the Offer. See Sections 6 and 7 of the Offering Memorandum.

Q46: What are the tax consequences to me under Section 409A if I don't accept the Offer?

If you do not accept the Offer as to your Eligible Option, you may be subject to taxation as described in Q4 above. You should consult with your personal financial, tax and legal advisors with regard to the impact of Section 409A on your Eligible Option. Please note, however that Adobe is currently making its own determination as to whether the Eligible Options are subject to Section 409A. If, based on the available facts, Adobe makes a determination that the Eligible Options are more likely than not subject to Section 409A, Adobe will report to the IRS (and any applicable state taxing authorities), and make applicable tax withholdings in respect of, any income that should be recognized by you under Section 409A in connection with those Eligible Options that are not amended in the Offer, as provided by applicable law. You will be solely responsible for any excise taxes, penalties, or interest payable under Section 409A and state and foreign tax laws.

Q47: What are the tax consequences to me if I accept the Offer and amend the Eligible Portion of my Eligible Option?

If you accept the Offer to amend the Eligible Portion of your Eligible Option, the amendment of your Eligible Option should not be a taxable event for U.S. federal income tax purposes. At this time, there is relatively limited guidance as to how Section 409A applies to Amended Options. We believe that we have complied in good faith with available guidance with respect to offering to amend Eligible Options pursuant to the Offer to avoid the potentially adverse personal tax consequences of Section 409A.

Although we believe that the Offer gives our Eligible Optionees an opportunity to avoid certain penalties and other adverse personal tax consequences under Section 409A in light of current guidance, we cannot guarantee that future guidance, the final regulations, or other changes to Section 409A will not affect the tax treatment of your Eligible Option in the future. We do not expect to offer another option amendment program in the foreseeable future. However, based on additional guidance or final regulations that is issued by the U.S. Treasury Department or the IRS, we may consider additional remedial actions.

We strongly recommend that you consult with your personal financial, tax and legal advisors to determine the tax consequences of electing or declining to participate in the Offer.

Adobe Systems Incorporated ("Adobe") is offering certain optionholders (the "Eligible Optionees") the opportunity to amend certain portions of certain options to purchase Adobe common stock that were granted under the Adobe Systems Incorporated 1994 Stock Option Plan, as amended (the "1994 Plan") and the Adobe Systems Incorporated 2003 Equity Incentive Plan, as amended (the "2003 Plan" and collectively with the 1994 Plan the "Plans"). As described in this Section 1 of this Offer to Amend Eligible Options (the "Offering Memorandum"), the Eligible Option will be amended to reflect the "Revised Grant Date" (i.e., the "measurement date" that was determined for accounting purposes) and the "Corrected Exercise Price" (i.e., the fair market value of the common stock on the Revised Grant Date) as applicable to the Eligible Portion. The other material terms and conditions of the Eligible Option (as amended pursuant to this Offer, the "Amended Option"), including any current vesting schedule, will not be affected by the Offer.

We are making the Offer on the terms and subject to the conditions described in this Offering Memorandum, as they may be amended from time to time, and these terms and conditions constitute the "Offer." The Offer is not conditioned on the acceptance of the Offer by a minimum number of optionees or the tender of elections to amend options covering a minimum number of shares.

All individuals who were granted an Eligible Option and who, as of the Expiration Time, are (1) current employees of Adobe and (2) subject to taxation in the United States may participate in the Offer (the "Eligible Optionees"). Unless expressly provided otherwise by the applicable laws of a non-U.S. jurisdiction, your employment with Adobe will remain "at-will" regardless of your participation in the Offer and can be terminated by you or us at any time.

None of our current or former executive officers or members of our Board of Directors (the "Board") is eligible to participate in the Offer.

The stock options that are the subject of this Offer are those stock options that have each of the following characteristics (the "Eligible Options"):

Please note that certain stock options granted on the dates set forth above are not Eligible Options as they are not deemed to have been issued at a discount for accounting purposes. If you have a question as to whether an option that was granted to you on one of those dates is an Eligible Option, please send an email to equity@adobe.com.

Only certain portions of an Eligible Option may be amended under the Offer. The portion of the Eligible Option that is eligible to be amended under the Offer is the portion that has each of the following characteristics (the "Eligible Portion"):

Any portion beneficially owned by a person who is not an Eligible Optionee may not be amended in the Offer (even if legal title to that portion of the Eligible Option is held by you and you are an Eligible Optionee). The Eligible Portion of an Eligible Option that is covered by a domestic relations order (or comparable legal document as the result of the end of a marriage) is the portion of that Eligible Option that is beneficially owned by the Eligible Optionee.

For example, if you hold an Eligible Option to purchase 1,000 shares that is subject to a domestic relations or similar order, and 200 of those shares are beneficially owned by your former spouse, and you have exercised 500 of the remaining 800 shares, then you may elect to amend the Eligible Option only as to the 300 shares subject to the part of the Eligible Option that you beneficially own.

Please note that the portions of Eligible Options (A) that are considered "Grandfathered Options" (defined below), (B) that have already been exercised, (C) that have expired or otherwise been cancelled or (D) that are beneficially owned by someone other than the Eligible Optionee are not eligible for the Offer (collectively, the "Ineligible Portion"). A "Grandfathered Option" is the portion of your Eligible Option that was vested as of December 31, 2004. Under the currently available guidance under Section 409A, Grandfathered Options are exempt from the adverse personal tax treatment under Section 409A and therefore are not eligible to participate in this Offer. Any amendment of the Eligible Portion of your Eligible Option will not affect the Ineligible Portion of your Eligible Option.

If you are an Eligible Optionee, then in a separate personalized email being sent to you in connection with this Offering Memorandum, you should have received a personalized Election Form (in substantially the form of Attachment A hereto) that describes your Eligible Option (including the Eligible Portion thereof). If you believe that you are an Eligible Optionee and you have not yet received your personalized Election Form, please contact equity@adobe.com immediately.

As of December 15, 2006, options to purchase 4,252,475 shares of Adobe common stock were outstanding under our 1994 Plan with exercise prices of between $4.23 and $32.16 and options to purchase 32,068,451 shares of Adobe common stock were outstanding under our 2003 Plan with exercises prices between $16.30 and $41.39. Of these options, the Eligible Portions of the Eligible Options cover an aggregate of 146,106 shares of our common stock. As of December 15, 2006, the shares of common stock issuable upon the exercise of the Eligible Portions of the Eligible Options represent approximately 0.40% of the total shares of common stock issuable upon exercise of all options outstanding under the Plans and approximately 0.02% of the total outstanding shares of the Company's common stock.

The Offer is an offer to amend your Eligible Option to increase the original exercise price to the Corrected Exercise Price. The following table sets forth the original date of grant, the original exercise price, the "Revised Grant Date" (i.e., the "measurement date" that was determined for accounting purposes), the "Corrected Exercise Price" (i.e., the fair market value of the common stock on the

Revised Grant Date), and the applicable "Price Differential" (i.e., the difference per share between the original exercise price and the Corrected Exercise Price). In determining the fair market value of our common stock on a given date, we use the closing price of our common stock on the NASDAQ Global Select Market ("NASDAQ"). Accordingly, the Corrected Exercise Price in the table below reflects the closing price of our common stock on NASDAQ on the Revised Grant Date.

Original Date of Grant		Original Option Exercise Price(1)		Revised Grant Date		FMV on Revised Grant Date (Corrected Exercise Price)(1)		Price Differential
11/12/02		$	13.24		11/26/02		$	14.44		$	1.20
5/19/04		$	21.78		5/26/04		$	22.13		$	0.35

An Eligible Option that is amended pursuant to this Offer (the "Amended Option") will generally have the same material terms and conditions as it did prior to the amendment, including the same vesting schedule and expiration date, except that the Eligible Portion of the Amended Option will have a new exercise price and new deemed date of grant as set forth in the table above.

As an additional part of the Offer, Eligible Optionees who accept this Offer to amend the Eligible Portion of their Eligible Option to reflect the Corrected Exercise Price will receive a cash payment equal to the applicable Price Differential of the Amended Option, multiplied by the total number of shares (including any unvested shares) subject to the Eligible Portion at the Expiration Time (less applicable tax withholding) (the "Cash Payment"). Promptly following the expiration of the Offer, we will send each Eligible Optionee who holds an Amended Option a Final Election Confirmation Statement that will contain a "Promise to Make Cash Payment" evidencing the right to receive the Cash Payment. Eligible Optionees will be entitled to receive the Cash Payments regardless of whether they remain employed with Adobe on the actual payment date and regardless of whether the Eligible Portion of the Amended Option to which such payment relates vested or ever vests. However, in compliance with the applicable provisions of Section 409A, the Cash Payment will not be made until the end of the first payroll cycle in January 2008.

You are not required to tender your Eligible Option for amendment. If you elect to tender the Eligible Portion of your Eligible Option, you must tender all of the Eligible Portion. You many not tender stock options that are not Eligible Options. If you hold more than one Adobe stock option, you may hold both an Eligible Option and options that are not affected by Section 409A. In addition, some, but not all, of the outstanding options that were granted on the dates set forth in the table above, and for which all or a portion of such option was unvested as of December 31, 2004, are not considered Eligible Options for purposes of this Offer. Your personalized Election Form will identify which of your stock options is an Eligible Option for purposes of this Offer. If you hold an option that was granted on one of the dates in the above table, but that option is not listed in your personalized Election Form, that option is not an Eligible Option for purposes of this Offer.

In deciding whether to accept the Offer to amend your Eligible Option to reflect the Corrected Exercise Price and Revised Grant Date, you should know that Adobe continually evaluates and explores strategic opportunities as they arise, including business combination transactions, strategic partnerships, capital infusions, and the purchase or sale of assets. At any given time, we may be engaged in discussions or negotiations with respect to various corporate transactions. We also grant options in the ordinary course of business to our current and new employees, including our executive officers. Our employees, including our executive officers, from time to time acquire or dispose of our securities. Subject to the foregoing, and except as otherwise disclosed in the Offer or in our filings with the SEC, we presently have no plans or proposals that relate to or would result in:

(a) any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving us or any of our subsidiaries;

(b) any purchase, sale or transfer of a material amount of our assets or the assets of any of our subsidiaries;

(d) any change in our present Board or executive management team, including any plans to change the number or term of our directors or to fill any existing Board vacancies or to change the material terms of any executive officer's employment;

(f) our common stock not being authorized for quotation in an automated quotation system operated by a national securities association;

(g) our common stock becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934 (the "Securities Exchange Act");

(h) the suspension of our obligation to file reports pursuant to Section 15(d) of the Securities Exchange Act;

(i) the acquisition by any person of any of our securities or the disposition of any of our securities, other than in the ordinary course or pursuant to existing options or other rights; or

(j) any change in our certificate of incorporation or bylaws, or any actions which may impede the acquisition of control of us by any person.

Unless we amend or terminate the Offer in accordance with its terms, Adobe will amend the Eligible Options as to which you properly made a valid election, effective as of the Expiration Time (such date, the "Amendment Date", is currently expected to be Thursday, February 1, 2007) to reflect the Corrected Exercise Price and Revised Grant Date as applicable to the Eligible Portion. You will receive a Final Election Confirmation Statement for your Eligible Option that you tendered in the Offer promptly after the Expiration Time as further described in Sections 4 and 5 of this Offering Memorandum.

The amendment of the Eligible Portion of an Eligible Option pursuant to this Offer will not affect the terms and conditions of the Eligible Portion, other than as to the exercise price and deemed date of grant, and will not affect the Ineligible Portion of the Eligible Option. Your Amended Option will continue to be subject to the same vesting schedule as in effect prior to the amendment pursuant to this Offer. The number of shares of our common stock subject to the Amended Option will be equal to the number of shares of our common stock subject to the Eligible Option prior to the amendment (except as such number may be adjusted in the event of certain corporate changes as currently provided in the Plans).

Each Amended Option (including the Ineligible Portion, if any) will continue to be subject to the terms and conditions of the applicable Plan under which it was granted. The terms of both of the Plans permit us to amend outstanding options with the written consent of the optionholder. The Plans are administered by our Board and two committees appointed by the Board to administer the Plans, specifically the Executive Compensation Committee and the Management Committee. All shares of common stock issuable upon exercise of options under the Plans, including the shares that will be issuable upon exercise of the Amended Options, have been registered under the Securities Act on one or more Registration Statements on Form S-8 filed with the SEC. The preceding description of the Plans is a summary and is not complete. Additional information about the Plans may be found in the Plans, which are filed as Exhibits to the Schedule TO available at www.sec.gov and are incorporated herein by reference, and in the S-8 Registration Statements and the related Prospectuses prepared in connection with each Plan. Please contact equity@adobe.com to request copies of the Plans and the related Prospectuses. Copies will be provided promptly and at our expense. You should carefully review the current terms of your Eligible Options, as well as the applicable Plan and Plan summary.

Please note, however, that this Offer is subject to the terms and conditions described in this Offering Memorandum. As further described in Section 6 below, we will only accept elections as to the Eligible Portions of the Eligible Options that are properly submitted for amendment and not validly withdrawn (in accordance with Sections 4 and 5 of this Offering Memorandum) before the Expiration Time. We may, however, reject an Election Form to the extent that we determine it was not properly submitted, to the extent that we determine it is unlawful to accept the Eligible Option tendered for amendment or to the extent certain conditions described in this Offering Memorandum exist which in our reasonable judgment makes it inadvisable to proceed with the Offer. See Sections 6 and 7 of this Offering Memorandum.

The Offer, your right to tender or not to tender your Eligible Option for amendment, and your right to withdraw or change any previous election to tender or not to tender your Eligible Option for amendment, expires at 11:59 p.m., Pacific Time, on Thursday, February 1, 2007, unless and until we, in our discretion or as required, extend the period of time during which the Offer will remain open. If you wish to accept the Offer, you must make a voluntary election before the Expiration Time to amend the Eligible Portion of your Eligible Option. Any election to amend your Eligible Option, if not validly withdrawn before the Expiration Time, will be irrevocable after that time.

If we extend the period of time during which the Offer will remain open, the term "Expiration Time" will refer to the latest time and date at which the Offer expires and we must receive the required election documents before the extended Expiration Time. Section 13 of this Offering Memorandum describes our rights to extend, terminate and amend the Offer.

If you do not elect to amend the Eligible Portion of your Eligible Option before the Expiration Time, the Eligible Portion will remain subject to its current terms, including the current exercise price, exercise schedule and expiration date. You should be aware that adverse personal tax consequences under Section 409A may apply to your Eligible Option if it is not amended pursuant to this Offer, and you will be solely responsible for any excise taxes, penalties, or interest payable under Section 409A.

A cornerstone of our success has been the motivation of our employees through appropriate levels of cash and equity compensation. We granted the Eligible Options to attract and motivate our employees and to strengthen the alignment of interests between our employees and stockholders.

Adobe has recently determined that certain stock options that were approved for grant under the Plans were, or may have been, granted at a discount from fair market value for accounting purposes and, therefore, may be subject to adverse personal tax consequences under Section 409A and the guidance and the proposed regulations issued by the IRS thereunder. Section 409A, effective January 1, 2005, was added by the AJCA to address perceived abuses in deferred compensation by restricting election and distribution alternatives. Under the AJCA, deferred compensation includes stock options granted with an exercise price that is less than the fair market value of the underlying common stock to the extent such options were unvested as of December 31, 2004.

Although it is not clear how stock options which are deemed to be deferred compensation would be treated under Section 409A, we believe that the following adverse U.S. federal tax consequences could apply to the Eligible Options:

We believe that taxation could occur in such manner even though the option remains unexercised. It is also possible that the optionholder may be subject to the additional income and penalty taxes described above on any increase each year in the value of the option shares that has not previously been recognized as income until the option is exercised or expires. While it is not clear how any future annual increases in value would be measured, such taxation would likely be based on the value of the shares on December 31 of the applicable year.

In addition to the federal tax implications discussed above, certain states have adopted provisions similar to Section 409A, and so you may incur additional taxes and penalties under such state law provisions with respect to your Eligible Option based on the state in which you are subject to taxation. For instance, California has adopted a provision similar to Section 409A that applies to California taxpayers and that could result in an aggregate state and federal tax rate of approximately 80% of the value of the option (even if the option is never exercised).

The Offer is being made to permit Eligible Optionees to address the potential adverse tax consequences that may apply to their Eligible Options under Section 409A, by amending such options with terms that we believe should avoid or minimize the application of such adverse federal tax treatment. However, you should note that the application of Section 409A to the Eligible Options is not entirely free from doubt and we make no representations as to the effect of this Offer under Section 409A or under similar state tax laws. See Section 12, Material U.S. Federal Income Tax Consequences, beginning on page 29.

Neither we nor our Board will make any recommendation as to whether you should accept the Offer to amend the Eligible Portion of your Eligible Option, nor have we authorized any person to make any such recommendation. You must make your own decision whether to accept the Offer, after taking into account your own personal circumstances and preferences. You should be aware that adverse personal tax consequences under Section 409A (and state tax laws that are similar to Section 409A) may apply to your Eligible Option if it is not amended pursuant to the Offer and you will be solely responsible for such consequences. You are urged to evaluate carefully all of the information in the Offer and to consult your own investment, legal and tax advisors.

If you choose not to accept the Offer to amend your Eligible Option, your Eligible Option will remain outstanding in accordance with the existing terms and you may be subject to adverse personal tax consequences under Section 409A (and similar state tax laws) with respect to the Eligible Portion. You will be solely responsible for any taxes, penalties or interest payable under Section 409A (and state tax laws).

Obtain Personalized Election Form. In a separate email sent in connection with this Offer, each Eligible Optionee is receiving a personalized Election Form (in substantially the form of Attachment A hereto) that describes his or her Eligible Option (including the Eligible Portion thereof). If you believe you are an Eligible Optionee and you did not receive your personalized Election Form, please contact equity@adobe.com.

Complete the Election Form. If you are an Eligible Optionee, and regardless of whether you wish to accept or decline the Offer, you must print a copy of your personalized Election Form; complete and sign the form; and then submit a copy of your completed Election Form via email to equity@adobe.com. You must complete and submit an Election Form that sets forth your election for your Eligible Option whether or not you elect to amend your Eligible Option.

Your Election Form must be received by 11:59 p.m., Pacific Time, on Thursday, February 1, 2007 (or a later termination date if we extend the Offer). Any Election Form not received by the Expiration Time will be disregarded. If you do not complete and submit your Election Form before the Offer expires, it will have the same effect as if you rejected the Offer.

Please keep a copy of your Election Form. When you submit your Election Form via email to equity@adobe.com, please use the "delivery receipt" option in Outlook and print a copy of the delivery receipt that is sent to you so that you have a record of delivery. You will need to submit copies of these documents as evidence of your timely and proper submission in the event that you do not receive an Election Confirmation Statement.

Receive Confirmation of Election. Within three business days after your Election Form is received, we will email you an Election Confirmation Statement that confirms your election (in substantially the form of Attachment B hereto). Within three business days after the Expiration Time, we will email you a Final Election Confirmation Statement that confirms the last election that you made for your Eligible Option as of the Expiration Time (in substantially the form of Attachment C or Attachment D hereto, as applicable). Please print and keep a copy of the Election Confirmation Statement(s) and Final Election Confirmation Statement that you receive. In the event that you do not receive an Election Confirmation Statement or Final Election Confirmation Statement confirming your elections in the time frames described, you must send your printed copies of your Election Form, email delivery receipts and any Election Confirmation Statement or Final Election Confirmation Statement that you did receive to equity@adobe.com to evidence proper and timely submission of your Election Form. If you have any questions about submitting your Election Form, or if you do not receive your Election Confirmation Statement or your Final Election Confirmation Statement, please send an email to equity@adobe.com.

Acceptance of Election Forms. As further described in Section 6 of this Offering Memorandum, while we may later extend, terminate or amend the Offer, we currently expect to accept all properly submitted Eligible Options promptly following the deadline of 11:59 p.m., Pacific Time, on Thursday, February 1, 2007 (or a later expiration date if Adobe extends the Offer). If you do not complete and submit your Election Form before the Offer expires, it will have the same effect as if you rejected the Offer. However, as further described in Section 6 of this Offering Memorandum, we may decline to amend any Eligible Options to the extent that we determine the Election Form is not properly completed or submitted or to the extent that we determine it would be unlawful to accept the Eligible Option for amendment.

Once you have submitted an Election Form with respect to your Eligible Option, you may only change your election by following the procedures described in this Section 5.

You may change your election at any time before 11:59 p.m., Pacific Time, on Thursday, February 1, 2007 (or a later expiration date if we extend the Offer). You may change your election more than once. Additionally, you may withdraw your election to amend your Eligible Option if forty (40) business days after the commencement of the Offer we have not accepted your Eligible Option for amendment. The date of the fortieth (40th) business day is Friday, March 2, 2007.

Complete the Election Form. To change your election, you must submit a new Election Form via email to the attention of equity@adobe.com.

Your Election Form must be received by 11:59 p.m., Pacific Time, on Thursday, February 1, 2007 (or a later termination date if we extend the Offer). Any attempt to change your elections will be disregarded if all of the necessary forms are not received by the Expiration Time.

Please keep a copy of your new Election Form. When you submit your new Election Form by email, please use the "delivery receipt" option in Outlook and print a copy of the delivery receipt so that you have a record of delivery. You will need to submit copies of these documents as evidence of your timely and proper submission in the event that you do not receive a new Election Confirmation Statement (in substantially the form of Attachment B hereto) or a Final Election Confirmation Statement.

Receive Confirmation of Election. Within three business days after your Election Form (or any change thereto) is received, we will email you an Election Confirmation Statement that confirms your election (in substantially the form of Attachment B hereto). Within three business days after the Expiration Time, we will email you a Final Election Confirmation Statement that confirms the last election that you made for your Eligible Option as of the Expiration Time (in substantially the form of Attachment C or Attachment D hereto, as applicable). Please print and keep a copy of the Election Confirmation Statement(s) and Final Election Confirmation Statement that you receive. In the event that you do not receive an Election Confirmation Statement or Final Election Confirmation Statement confirming your elections in the time frames so described, you must send your printed copies of your new Election Form, your email delivery receipts and any Election Confirmation Statement or Final Election Confirmation Statement that you did receive, to equity@adobe.com to evidence proper and timely submission of your changed elections. If you have any questions about submitting your Election Form (or a change thereto), or if you do not receive your Election Confirmation Statement or your Final Election Confirmation Statement, please send an email to equity@adobe.com.

Acceptance of Election Forms. While we may later extend, terminate or amend the Offer, we currently expect to accept for amendment all Election Forms properly submitted (and not validly withdrawn) in respect of the Eligible Portion of Eligible Options promptly following the Expiration Time (which we currently expect to be 11:59 p.m., Pacific Time, on Thursday, February 1, 2007 (or a later expiration date if Adobe extends the Offer)).

Determination of Validity; Rejection of Eligible Options; Waiver of Defects; No Obligation to Give Notice of Defects. We will determine, in our sole discretion, all questions as to the number of shares subject to the Eligible Options and the Eligible Portion of the Eligible Option, as well as the validity, form, eligibility (including time of receipt) and acceptance of Election Forms. Our determinations regarding these matters will be final and binding on all parties. We may reject any or all Election Forms to the extent that we determine they were not properly completed or submitted or to the extent that we determine it is unlawful to accept the Eligible Option that you elected to amend.

We may waive any or all of the conditions of the Offer for all Eligible Optionees. If we waive a condition to the Offer for any one Eligible Optionee, the condition will be waived for all Eligible Optionees.

We may waive any defect or irregularity in any Election Form with respect to any particular Eligible Option or any particular Eligible Optionee. No Eligible Option will be accepted for amendment until all defects or irregularities in the submission have been cured by the Eligible Optionee or waived by us. However, neither we nor any other person is obligated to give notice of any defects or irregularities involved in the election to amend any Eligible Option, and no one will be liable for failing to give notice of any such defects or irregularities.

Our Acceptance Constitutes an Agreement. Your acceptance of the Offer pursuant to the procedures described above constitutes your acceptance of the terms and conditions of the Offer. If you receive a Final Election Confirmation Statement, you may assume that your properly executed and delivered Election Form has been accepted. Our acceptance of your properly submitted Election Form will form a binding agreement between you and us on the terms and subject to the conditions of this Offer. If we accept your Election Form as to the Eligible Portion of your Eligible Option, that Eligible Option will be considered automatically amended as to the Eligible Portion, effective as of the Amendment Date, without any further action by any party.

Notwithstanding any other provision of the Offer, we will not be required to accept the Eligible Option that you elect to amend, and we may terminate or amend the Offer, or postpone our acceptance of the Eligible Option that you elect to amend, in each case if at any time on or after January 4, 2007 and on or before February 1, 2007, or a later date if the Offer is extended, we determine that any of the following events has occurred that, in our reasonable judgment, materially impairs the contemplated benefits of the Offer to us and thus makes it inadvisable for us to proceed with the Offer or to accept the Eligible Options that you elect to amend:

(a) challenge the making of the Offer or make it illegal for us to accept some or all of the Eligible Options or otherwise restrict or prohibit consummation of the Offer or otherwise relate to the Offer;

(b) delay or restrict our ability, or render us unable, to accept the Eligible Options for amendment for some or all of the Eligible Options elected for amendment; or

(a) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market;

(b) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, whether or not mandatory; or

(c) any outbreak or material escalation of foreign or domestic hostilities or other calamity, crisis or terrorist action;

(a) any person, entity or "group," within the meaning of Section 13(d)(3) of the Securities Exchange Act has acquired or proposed to acquire beneficial ownership of more than five percent (5%) of the outstanding shares of our common stock, or any new group shall have been formed that beneficially owns more than five percent (5%) of the outstanding shares of our common stock, other than any such person, entity or group that has filed a Schedule 13D or Schedule 13G with the SEC before January 4, 2007; or

(b) any person, entity or group shall have filed a Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 disclosing or making a public announcement that it intends to acquire us or any of our assets or securities; or

(a) litigation or other proceedings instituted against us or our subsidiaries, or any of our officers or directors in their capacities as such, before or by any federal, state or local court, commission, regulatory body, administrative agency or other governmental or legislative body, domestic or foreign, in which an unfavorable ruling, decision, action, order, decree or finding resulting from such litigation or proceeding would materially and adversely affect Adobe;

(b) a material loss or interference with our business or properties from fire, explosion, earthquake, flood or other casualty, whether or not covered by insurance, or from any labor dispute;

(c) a substantial decline or increase in our stock price or significant volatility in the market price of our stock resulting from any number of factors including, fluctuations in our operating results, announcements of technological innovations or new products, the announcement, commencement, developments in proprietary rights, or general market conditions;

(d) the suspension of trading in our equity securities by the SEC or by the NASDAQ; or

(e) a material change in the prospects of our business resulting from any number of factors including, fluctuations in our operating results, announcements of technological innovations or new products, developments in proprietary rights, general market conditions, a material adverse change in the financial or securities markets in the United States or in political, financial or economic conditions in the United States or any outbreak or material escalation of foreign or domestic hostilities or other calamity or crisis.

The conditions to the Offer are for our benefit. We may assert the conditions to the Offer in our discretion before the Expiration Time and we may waive the conditions to the Offer in accordance with applicable law, at any time and from time to time before the Expiration Time, whether or not we waive any other condition to the Offer. Should we decide to waive any of the conditions to the Offer, we must do so before 11:59 p.m., Pacific Time, on February 1, 2007 (or a later expiration date if the Offer is extended).

Our failure to exercise any of these rights is not a waiver of any of these rights. The waiver of any of these rights with respect to particular facts and circumstances is not a waiver with respect to any other facts and circumstances. However, once we choose to waive a particular right, we may not reassert that particular right again in this Offer. Any determination we make concerning the events described in this Section 7 will be final and binding on all Eligible Optionees.

We currently expect that we will accept promptly after the Expiration Time all Eligible Options that are properly submitted to be amended and have not been validly withdrawn prior to the Expiration Time.

There is no established trading market for the Eligible Options. The securities underlying the Eligible Options are shares of our common stock, which are quoted on NASDAQ under the symbol "ADBE." The following table sets forth the high and low sales price per share of our common stock and the cash dividends paid per share, for the periods indicated. All per share amounts in the following table have been adjusted to reflect the two-for-one stock split in the form of a stock dividend effected May 23, 2005.

	High		Low		Cash Dividend Per Share
Fiscal Year ended November 30, 2007
First Quarter (through December 20, 2006)	$	42.81	$	37.75		—
Fiscal Year ended December 1, 2006
Fourth Quarter	$	42.55	$	31.50		—
Third Quarter	$	34.55	$	25.98		—
Second Quarter	$	39.87	$	28.30		—
First Quarter	$	40.85	$	33.75		—
Fiscal Year ended December 2, 2005
Fourth Quarter	$	35.68	$	26.67		—
Third Quarter	$	32.92	$	25.80		—
Second Quarter	$	34.48	$	26.57		—
First Quarter	$	32.56	$	27.40	$	0.00625
Fiscal Year ended December 3, 2004
Fourth Quarter	$	31.57	$	23.27	$	0.00625
Third Quarter	$	23.68	$	19.66	$	0.00625
Second Quarter	$	23.44	$	17.15	$	0.00625
First Quarter	$	21.50	$	17.78	$	0.00625

As of December 22, 2006, the last reported sale price of our common stock, as reported on NASDAQ, was $40.75 per share.

The directors and executive officers of Adobe and their positions and offices as of December 15, 2006 are set forth in the following table:

Name	Age	Position(s) Held With Adobe
Bruce R. Chizen	51	Chief Executive Officer and Chief Financial Officer and Director
Richard Rowley	50	Vice President, Corporate Controller and Principal Accounting Officer
Shantanu Narayen	43	President and Chief Operating Officer
Karen O. Cottle	57	Senior Vice President, General Counsel and Corporate Secretary
Peg Wynn	55	Senior Vice President, Human Resources
Edward W. Barnholt	63	Director
Robert K. Burgess	49	Director
Michael R. Cannon	54	Director
James E. Daley	65	Director
Charles M. Geschke	67	Director, Chairman
Carol Mills	53	Director
Colleen M. Pouliot	48	Director
Robert Sedgewick	59	Director
John E. Warnock	66	Director, Chairman
Delbert W. Yocam	62	Director

The address of each director and executive officer is c/o Adobe Systems Incorporated, 345 Park Avenue, San Jose, CA 95110-2704, and the telephone number is (408) 536-6000. None of the members of our Board or our executive officers is eligible to participate in the Offer.

As of December 15, 2006, our executive officers and directors as a group (15 persons) held outstanding options to purchase a total of 6,978,749 shares of our common stock under the 1994 Plan and the 2003 Plan. This represented approximately 19.21% of the shares subject to all outstanding options under the 1994 Plan and the 2003 Plan as of that date. The following table sets forth the beneficial ownership of each of our directors and executive officers and all of our executive officers and directors as a group (15 persons) of the aggregate number of shares subject to all outstanding options

held by such persons under the 1994 Plan and the 2003 Plan as of December 15, 2006. The percentages below are based upon the total number of outstanding options under the 1994 Plan and the 2003 Plan.

As of December 15, 2006, neither we nor, to the best of our knowledge, any of our affiliates, directors or executive officers is a party to any agreement, arrangement, understanding or relationship, whether or not legally enforceable, with any other person relating directly or indirectly, with respect to options to purchase our common stock or Eligible Options, including but not limited to, any agreement, arrangement, understanding or relationship concerning the transfer or the voting of our securities, joint ventures, loan or option arrangements, puts or call, guarantees of loans, guarantees against loss or the giving or withholding of proxies, consents or authorizations, except for the following:

The following is, to the best of our knowledge, the only transaction that we, our directors, our executive officers or the affiliates of any of our directors or executive officers have engaged in that involved options to purchase our common stock during the 60 days prior to the date of this Offering Memorandum:

Assuming all of the Eligible Options subject to this Offer are tendered, we anticipate that we will incur a cash expense of up to approximately $170,000. This amount includes, but is not limited to, filing, legal and accounting fees and printing costs. According to Financial Accounting Standards No. 123(R) ("FAS No. 123(R)"), Share-Based Payment, a company modifying an award under FAS No. 123(R) would incur non-cash compensation cost for any incremental difference in fair value between the new award and the old award, measuring the old award's fair value immediately before the modification. If the Eligible Options are tendered, the modified awards result in a lower fair value than the original awards, and thus, the modification does not result in an accounting consequence.

We are not aware of any license or regulatory permit that appears to be material to our business that might be adversely affected by the Offer, or of any approval or other action by any government or regulatory authority or agency that is required for completion of the Offer. If any other approval or action should be required, we presently intend to seek the approval or take the action. This could require us to delay the acceptance of the Eligible Options that you elect to amend. We cannot assure you that we would be able to obtain any required approval or take any other required action. Our failure to obtain any required approval or take any required action might result in harm to our business or delay in the Offer. Our obligation under the Offer to amend Eligible Options is subject to conditions, including the conditions described in Section 7 of this Offering Memorandum.

The following is a general summary of the material U.S. federal income tax consequences of the amendment of Eligible Options under the Offer. Before accepting the Offer, we strongly recommend that you consult with your personal financial, tax and legal advisors to determine the federal, state, local and foreign tax consequences of electing or declining to participate in the Offer. Actual tax liability or any penalties as a result of a failure to timely remit the proper amount of taxes will be your responsibility to pay. This discussion is based on the Code, its legislative history, Treasury Regulations (including those in proposed form) and administrative and judicial interpretations as of the date of the Offer, all of which may change, possibly on a retroactive basis. This summary does not discuss all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to apply in all respects to all categories of Eligible Optionees.

Tax Consequences Generally Applicable to Nonstatutory Stock Options. Your Eligible Option was granted as a nonstatutory stock option and will continue to be treated as a nonstatutory stock option, regardless of whether you accept this Offer. Under the Code, no taxable income is recognized by an optionholder upon the grant of a nonstatutory option. In general, the optionholder will recognize ordinary income, in the year in which the option is exercised, equal to the excess of the fair market value of the purchased shares on the exercise date over the exercise price paid for the shares, and the optionholder will be required to satisfy the tax withholding requirements applicable to such income. Adobe will generally be entitled to an income tax deduction equal to the amount of ordinary income recognized by the optionholder with respect to the exercised nonstatutory option. The deduction will generally be allowed for our taxable year in which such ordinary income is recognized by the optionholder.

Tax Consequences Related to Eligible Options that Are Not Amended in the Offer. Because your Eligible Option was granted with an exercise price that was less, or may have been less, than the fair market value of the underlying shares on the date of grant, and your Eligible Option was not fully vested prior to January 1, 2005 and was not exercised on or prior to December 31, 2005, such Eligible Option may be deemed to be nonqualified deferred compensation that is subject to adverse taxation under Section 409A. Although it is not entirely clear how options that are deemed to be nonqualified deferred compensation would be treated under Section 409A, we believe that the following adverse U.S. federal tax consequences may apply to the Eligible Options:

At this time there is relatively little guidance as to how Section 409A applies to Eligible Options that are amended pursuant to the Offer. However, we believe that we have complied in good faith with available guidance with respect to offering to amend Eligible Options pursuant to the Offer to avoid the adverse personal tax consequences of Section 409A. Nevertheless, guidance issued after the date of this Offer or a determination by the IRS could provide that Amended Options do not avoid such adverse personal tax consequences.

Other Tax Consequences. If you are subject to the tax laws in more than one jurisdiction, you should be aware that tax consequences of more than one country may apply to you as a result of your receipt, vesting or exercise of an option grant and/or your participation in the Offer. You should be certain to consult your personal tax advisor to discuss these consequences. In addition to this Offer, you should review the prospectus for the Plans under which your Eligible Option was made and its discussion of U.S. federal income tax consequences. You can request a copy of each Plan prospectus from equity@adobe.com. We will provide a copy, free of charge, upon request.

We expressly reserve the right, in our discretion, at any time and from time to time, to extend the period of time during which the Offer is open and delay accepting any options amended by announcing the extension and giving oral or written notice of the extension to the Eligible Optionees.

We also expressly reserve the right, in our reasonable judgment, prior to the Expiration Time, to terminate or amend the Offer and to postpone our acceptance of any Eligible Options elected for amendment if any of the conditions specified in Section 7 of this Offering Memorandum occur. In order to postpone the acceptance of any Eligible Option, we must announce the postponement and give oral or written notice of the postponement to the Eligible Optionees.

As long as we comply with any applicable laws, we may amend the Offer in any way, including decreasing or increasing the number of Eligible Options to be amended in the Offer. We may amend the Offer at any time by announcing the amendment. If we extend the length of time during which the Offer is open, we will issue the amendment no later than 11:58 p.m., Pacific Time, on February 1, 2007. Any announcement relating to the Offer will be sent promptly to Eligible Optionees in a manner reasonably designed to inform Eligible Optionees of the change.

If we materially change the terms of the Offer or the information about the Offer, or if we waive a material condition of the Offer, we may extend the Offer to the extent required by Rules 13e-4(d)(2) and 13e-4(e)(3) under the Securities Exchange Act. Under these rules, the minimum period an Offer must remain open following material changes in the terms of the Offer or information about the Offer will depend on the facts and circumstances. We will publish a notice if we decide to take any of the following actions:

If the Offer is scheduled to expire within ten (10) business days from the date we notify you of such an increase or decrease, we intend to extend the Offer until ten (10) business days after the date the notice is published.

We will not pay any fees or commissions to any broker, dealer or other person asking holders of Eligible Options to amend their Eligible Options in connection with this Offer.

In addition to the Amended Options, we will issue Cash Payments with respect to the Eligible Portions of the Amended Options. Cash Payments will be made from Adobe's general corporate assets, and Eligible Optionees will be general creditors of Adobe with respect to the Cash Payments until they are received.

If we receive and accept elections from all Eligible Optionees as to all of the Eligible Options, subject to the terms and conditions of this Offer, we will amend options to purchase a total of approximately 146,106 shares of our common stock, or approximately 0.02% of the total shares of our common stock outstanding on a fully diluted basis as of December 15, 2006, and the maximum aggregate Cash Payments payable pursuant to this Offer will be approximately $93,407.47.

General. Our principal executive offices are located at 345 Park Avenue, San Jose, CA 95110-2704, and our telephone number is (408) 536-6000. Our website address is www.adobe.com. The information on our website is not a part of this Offer.

Adobe is one of the largest and most diversified software companies in the world. We offer a line of creative, business and mobile software and services used by high-end consumers, creative professionals, designers, knowledge workers, original equipment manufacturers ("OEMs"), developers and enterprises for creating, managing, delivering and engaging with compelling content and experiences across multiple operating systems, devices and media. We distribute our products through a network of distributors and dealers, value-added resellers, systems integrators, independent software vendors and OEMs, direct to end users, and through our own web site. We also license our technology to major hardware manufacturers, software developers and service providers and we offer integrated software solutions to businesses of all sizes. We have operations in the Americas; Europe, Middle East and Africa; and Asia.

Financial. The following selected financial data is derived from our consolidated financial statements, as filed with the SEC. The selected financial data should be read in conjunction with the consolidated financial statements and notes thereto and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in our Annual Report on Form 10-K for the fiscal year ended December 2, 2005 filed with the SEC on February 8, 2006, and our Quarterly Report on Form 10-Q for the period ended September 1, 2006 filed with the SEC on October 11, 2006. All amounts are in thousands, except per share data.

	Year Ended		Nine Months Ended
	December 1, 2006(1)		December 2, 2005(2)		December 3, 2004		September 1, 2006		September 2, 2005
Operating Data:
Revenue	$	2,575,300		1,966,321		1,666,581		1,830,905		1,455,950
Gross profit	$	2,282,843		1,853,743		1,562,203		1,680,293		1,374,067
Operating income	$	549,413		728,434		591,794		387,921		536,504
Net income	$	504,420		602,839		450,398		322,565		446,588
Diluted net income per share	$	0.82		1.19		0.91		0.53		0.88
Basic net income per share	$	0.85		1.23		0.94		0.54		0.91
Current assets	$	2,884,469		2,008,578		1,551,029		2,496,554		2,180,679
Total assets	$	5,954,668		2,440,315		1,958,632		5,620,785		2,605,595
Current liabilities	$	670,856		480,395		443,887		557,697		479,085
Convertible subordinated debentures	$	—		—		—		—		—
Other long-term liabilities	$	133,325		95,594		91,268		149,629		—
Total liabilities	$	804,181		575,989		535,155		706,966		479,085
Total stockholders' equity	$	5,150,487		1,864,326		1,423,477		4,913,819		2,080,151
Book value per common share(3)	$	8.77		3.81		5.88		8.44		6.05

The financial information included in our Annual Report on Form 10-K for the fiscal year ended December 2, 2005 filed with the SEC on February 8, 2006, and our Quarterly Report on Form 10-Q for the period ended September 1, 2006 filed with the SEC on October 11, 2006 are incorporated by reference herein and may be inspected at, and copies may be obtained from, the places and in the manner described in Section 17—"Additional Information."

On September 6, 2002, plaintiff Fred B. Dufresne (the "Dufresne") filed suit against us, Microsoft Corporation, Macromedia, Inc. and Trellix Corporation in the U.S. District Court, District of Massachusetts, alleging infringement of U.S. Patent No. 5,835,712, entitled "Client-Server System Using Embedded Hypertext Tags for Application and Database Development." Dufresne's complaint asserts that "defendants have infringed, and continue to infringe, one or more claims of the '712 patent by making, using, selling and/or offering for sale, inter alia, products supporting Microsoft Active Server Pages technology." Dufresne seeks unspecified compensatory damages, preliminary and permanent injunctive relief, trebling of damages for "willful infringement," and fees and costs. We believe the action has no merit and are vigorously defending against it.

On June 13, 2005, plaintiff Steve Staehr ("Staehr") filed a shareholder derivative action entitled "Steve Staehr, Derivatively on Behalf of Adobe Systems Incorporated v. Bruce R. Chizen, et. al.," in the Superior Court of the State of California for the County of Santa Clara against our directors and naming Adobe as a nominal defendant. The complaint alleges that the defendants breached their fiduciary duties of loyalty and due care and caused Adobe to waste corporate assets by failing to renegotiate or terminate the acquisition agreement with Macromedia following the announcement by Macromedia that it would restate its financial results for the fiscal years ended March 31, 1999 through 2004. On August 18, 2005, Staehr amended his complaint to add a purported class action in which Staehr seeks, among other things, unspecified monetary damages, attorneys' fees and certain forms of equitable relief. On May 9, 2006, Staehr filed a third amended complaint, to which defendants demurred. A hearing on the demurrer was held on July 7, 2006 and the court granted the defendant's motion and dismissed the complaint with prejudice.

In connection with our anti-piracy efforts, conducted both internally and through the Business Software Alliance, from time to time we undertake litigation against alleged copyright infringers. Such lawsuits may lead to counter-claims alleging improper use of litigation or violation of other local law and have recently increased in frequency, especially in Latin American countries. We believe we have valid defenses with respect to such counter-claims; however, it is possible that our consolidated financial position, cash flows or results of operations could be affected in any particular period by the resolution of one or more of these counter-claims.

Stock Repurchase Program. During fiscal 2006, we entered into several structured repurchase agreements with large financial institutions, whereupon we provided the financial institutions with prepayments of $1.3 billion. We entered into these agreements in order to take advantage of repurchasing shares at a guaranteed discount to the Volume Weighted Average Price ("VWAP") of our stock. There were no explicit commissions or fees on these structured repurchases. Under the terms of the agreements, there is no requirement for the financial institutions to return any portion of the prepayment to us. The financial institutions agree to deliver shares to us at monthly intervals during the contract term.

The parameters used to calculate the number of shares deliverable are: the total notional amount of the contract, the number of trading days in the contract, the number of trading days in the interval, and the average VWAP of our stock during the interval less the agreed upon discount. During fiscal year 2006, we repurchased 1.7 million shares at an average price of $36.04 through open market repurchases and 36.8 million shares at an average price of $34.00 through structured repurchase agreements which included prepayments from fiscal 2005. During fiscal year 2007 through January 4, 2007, we purchased 1.1 million shares through outstanding structured repurchase agreements at an average price of $38.87. Furthermore, we entered into an additional structured repurchase agreement whereupon we provided a financial institution with a prepayment of $300 million. All outstanding structured repurchase agreements as of January 4, 2007 will expire on or before September 22, 2007. As of January 4, 2007, $461.1 million of up-front payments remained under the agreements.

This Offering Memorandum is part of a Tender Offer Statement on Schedule TO that we have filed with the SEC. This Offering Memorandum does not contain all of the information contained in the Schedule TO and the exhibits to the Schedule TO. We recommend that you review the Schedule TO, including its exhibits, and the following materials that we have filed with the SEC before making a decision on whether to elect to accept this Offer with respect to your Eligible Options:

You can receive copies of these filings and other information, at prescribed rates, from the SEC by addressing written requests to the Public Reference Section of the SEC at 100 F Street, N.E., Washington, D.C. 20549. In addition, you can read such reports, proxy and information statements, and other information at the public reference facilities at that address. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. The SEC also maintains a web site that contains reports, proxy and information statements and other information regarding registrants such as Adobe that file electronically with the SEC. The address of the SEC web site is www.sec.gov.

We will also provide without charge to each person to whom we deliver a copy of this Offering Memorandum, upon his or her written or oral request, a copy of any or all of the documents to which we have referred you, other than exhibits to these documents (unless the exhibits are specifically incorporated by reference into the documents). Requests should be directed to:

or by emailing us at equity@adobe.com or by telephoning us at (408) 536-4700 between 9:00 a.m. and 5:00 p.m., Pacific Time.

As you read the documents listed in this Section 17, you may find some inconsistencies in information from one document to another. Should you find inconsistencies between the documents, or between a document and this Offering Memorandum, you should rely on the statements made in the most recent document.

The information contained in this Offering Memorandum about Adobe should be read together with the information contained in the documents to which we have referred you.

This Offering Memorandum and our SEC reports referred to above include forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. However, the safe harbors of Section 27A of the Securities Act and 21E of the Exchange Act do not apply to statements made in connection with this Offer. These forward-looking statements involve risks and uncertainties that include, among others, those set forth in the Section entitled "Risk Factors Related To the Offer." More information about factors that potentially could affect our financial results is included in our filings with the SEC, including our Annual Report on Form 10-K for the fiscal year ended December 2, 2005 filed with the SEC on February 8, 2006, and our Quarterly Report on Form 10-Q for the period ended September 1, 2006 filed with the SEC on October 11, 2006.

We will assess whether we are permitted to make the Offer in all jurisdictions. In the event that we determine that we are not legally able to make the Offer in a particular jurisdiction, we reserve the right to withdraw the Offer in that particular jurisdiction and we will inform you of this decision. If we withdraw the Offer in a particular jurisdiction, the Offer will not be made to, nor will amendments be accepted from or on behalf of, the Eligible Optionees residing in that jurisdiction.

The Board recognizes that the decision to accept or reject this Offer is an individual one that should be based on a variety of factors and you should consult your personal advisors if you have questions about your financial or tax situation. The information about this Offer from Adobe is limited to this document, the Exhibits to the Schedule TO available at www.sec.gov and the Attachments hereto.

I, , hereby make the following election with respect to my Eligible Option in the Offer made by Adobe Systems Incorporated ("Adobe") pursuant to the Offer to Amend Eligible Options dated January 4, 2007 (the "Offering Memorandum"). Capitalized terms not otherwise defined in this Election Form shall have the meaning set forth in the Offering Memorandum.

Subject to the foregoing, I hereby elect to amend or not amend the Eligible Portion of my Eligible Option as identified in the table below⁽¹⁾:

I hereby agree that, unless I revoke my election before 11:59 p.m., Pacific Time, on February 1, 2007 (or a later expiration date if Adobe extends the Offer), my election will be irrevocable, and if accepted by Adobe, this Election Form shall operate to amend the Eligible Option as outlined above, subject to the terms and conditions described in the Offering Memorandum.

I hereby acknowledge that I may change the terms of my election by submitting a new Election Form via email to equity@adobe.com. Submissions made by any other means, including hand delivery, facsimile, inter-office mail or U.S. mail (or other postal service) will not be accepted. Any change of election received after the Expiration Time will be void and of no effect.

I agree that my decision to amend or not amend the Eligible Portion of my Eligible Option in the Offer is entirely voluntary and is subject to the terms of the Offer. I further understand and agree I am not required to tender my Eligible Option. I understand that with respect to my Eligible Option, if I elect to tender the Eligible Option, I must tender the entire Eligible Portion. I further understand and agree that if I fail to make an election with respect to the entire Eligible Portion of my Eligible Option, then I will be deemed to have made an election not to amend my Eligible Option notwithstanding any contrary election in the table set forth above.

I acknowledge and agree that neither the ability to participate in the Offer nor actual participation in the Offer shall be construed as a right to continued employment with Adobe (except on an at-will basis, unless otherwise required by local law). I agree that, except as set forth in the Offering Memorandum, Adobe has made no representations or warranties to me regarding this Offer or the future pricing of Adobe stock, and that my participation in this Offer is at my own discretion.

If my service with Adobe terminates prior to the Expiration Time, I understand that I will no longer be eligible to participate in the Offer and any election I have made to amend my Eligible Option will be of no further force and effect.

I agree that to ensure timely payment of the Cash Payment, I will provide Adobe with any changes in my mailing address and e-mail address prior to the payment of the Cash Payment.

I hereby acknowledge and agree that neither Adobe nor any of its respective employees or agents, has made any recommendation to me as to whether or not I should accept the Offer to amend the Eligible Portion of my Eligible Option and that I am not relying on any information provided or representation made by any Adobe or any of its respective employees or agents in accepting or rejecting the Offer, other than any information contained in the Offering Memorandum. I acknowledge that I have been afforded the opportunity to consult with my own investment, legal and tax advisors before making this election and that I have knowingly done so or knowingly declined to do so.

I understand that I should print and keep a copy of this completed Election Form as well as a copy of the "delivery receipt" from Outlook that I receive upon submitting the Election Form.

I understand that I will receive an Election Confirmation Statement via email at my Adobe email address (as listed below) within three business days after the date on which Adobe receives this Election Form. In addition, within three business days after the Expiration Time, I will receive via email at my Adobe email address the Final Election Confirmation Statement that confirms the last election that I made for my Eligible Option as of the Expiration Time. I agree that I will print and keep a copy of all Election Confirmation Statements that I receive. In the event that I do not receive these Election Confirmation Statements confirming my elections in the time frames described above, I understand that it is my responsibility to send my printed copies of this Election Form, the email delivery receipt and any Election Confirmation Statement that I did receive to equity@adobe.com to evidence proper and timely submission of my Election Form.

I AGREE THAT ADOBE SHALL NOT BE LIABLE FOR ANY COSTS, TAXES, LOSS OR DAMAGE THAT I MAY INCUR THROUGH MY ELECTION TO PARTICIPATE IN OR TO DECLINE THIS OFFER.

PLEASE SEND VIA EMAIL THE COMPLETED ELECTION FORM TO EQUITY@ADOBE.COM SO THAT IT IS RECEIVED NO LATER THAN 11:59 P.M., PACIFIC TIME, ON FEBRUARY 1, 2007 (OR A LATER EXPIRATION DATE IF ADOBE EXTENDS THE OFFER).

ATTACHMENT B

FORM OF EMAIL: ELECTION CONFIRMATION STATEMENT (PRE-EXPIRATION TIME)

We strongly encourage you to print a copy of this page and keep it for your records.

You may change your election at any time before 11:59 p.m., Pacific Time, on February 1, 2007 (or a later expiration date if Adobe extends the offer) by submitting a new Election Form via email to equity@adobe.com. All capitalized terms not otherwise defined herein shall be as defined in that certain Offer to Amend Eligible Options filed with the Securities and Exchange Commission on January 4, 2007 and separately provided to you via email.

Note: Your most recent Election Form submitted via email to equity@adobe.com before the Expiration Time will be the form considered for acceptance by Adobe.

A Final Election Confirmation Statement will be forwarded to you within three business days following the Expiration Time. The Final Election Confirmation Statement should contain the same information as the most recent Election Confirmation Statement that you previously received by email from equity@adobe.com.

In the event that you do not receive the Final Election Confirmation Statement confirming your election in the time frame so described, please send your printed copies of your Election Form(s), email delivery receipt(s) and any Election Confirmation Statement(s) that you did receive to equity@adobe.com to evidence proper and timely submission of your election(s).

Please note that our receipt of your Election Form is not by itself an acceptance of the Eligible Option. For purposes of the Offer, Adobe will be deemed to have accepted Eligible Options with respect to which proper acceptances of the Offer have been made and not properly withdrawn as of the Expiration Time in accordance with the terms of the Offer.

Capitalized terms not otherwise defined herein shall have the meaning set forth in the Offer to Amend Eligible Options dated January 4, 2007 (the "Offering Memorandum").

ATTACHMENT C

FORM OF EMAIL: FINAL ELECTION CONFIRMATION STATEMENT (POST-EXPIRATION TIME FOR OFFER
PARTICIPANTS)

FORM OF EMAIL: FINAL ELECTION CONFIRMATION STATEMENT (POST-EXPIRATION TIME
FOR OFFER PARTICIPANTS)

This notice is to inform you that we have completed our Offer pursuant to the Offer to Amend Eligible Options (the "Offering Memorandum"). Capitalized terms not otherwise defined herein shall have the meaning set forth in the Offering Memorandum.

Pursuant to the Offer, we have accepted your election with respect to the Eligible Portion of your Eligible Option and have amended the exercise price of the Eligible Portion to be the Corrected Exercise Price as set forth below⁽¹⁾.

Promise to Make Cash Payment: In addition, as a result of the amendment of your Eligible Option, you are entitled to receive the Cash Payment described above, payable at such time, and subject to the terms and conditions, as set forth in the Offering Memorandum.

We strongly encourage you to print a copy of this page and keep it for your records.

This Final Election Confirmation Statement and the Offering Memorandum reflect the entire agreement between you and Adobe with respect to the Offer.

ATTACHMENT D

FORM OF EMAIL: FINAL ELECTION CONFIRMATION STATEMENT (POST-EXPIRATION TIME FOR OFFER
NON-PARTICIPANTS)

FORM OF EMAIL: FINAL ELECTION CONFIRMATION STATEMENT (POST-EXPIRATION TIME
FOR OFFER NON-PARTICIPANTS)

This notice is to information you that we have completed our Offer pursuant to the Offer to Amend Eligible Options (the "Offering Memorandum"). Capitalized terms not otherwise defined herein shall have the meaning set forth in the Offering Memorandum.

You have elected not to amend the Eligible Portion of your Eligible Option described below. As a result, the Eligible Portion of your Eligible Option will not be amended to reflect the Corrected Exercise Price and you are not eligible for any Cash Payment⁽¹⁾.

We strongly encourage you to print a copy of this page and keep it for your records.

This Final Election Confirmation Statement and the Offering Memorandum reflect the entire agreement between you and Adobe with respect to the Offer.

Eligible Options		Eligible Options are those stock options that were granted (1) under either of the Plans, (2) with an exercise price per share that was less, or may have been less, than the fair market value per share of the Adobe common stock underlying the option on the option's grant date, and (3) with an original grant date of November 12, 2002 or May 19, 2004. Note that not all options granted on these dates are Eligible Options.
Eligible Portion		Only the Eligible Portion of an Eligible Option may be tendered in the Offer. The Eligible Portion of the Eligible Option is the portion that (1) vested or is scheduled to vest after December 31, 2004, (2) was granted to, and remains beneficially owned by, an Eligible Optionee and (3) remains outstanding and unexercised as of the Expiration Time.
Eligible Optionees		All individuals who were granted an Eligible Option and who, as of the Expiration Time, are (1) current employees of Adobe and (2) subject to U.S. taxation may participate in the Offer. None of our current or former executive officers or members of our Board of Directors is eligible to participate in the Offer.
Proposed Amendment		Adobe will amend the Eligible Portion of the Eligible Option to reflect the Corrected Exercise Price and Revised Grant Date. The other material terms and conditions of the Eligible Option, including the vesting schedule and option expiration date, will not be affected by the Offer.
Corrected Exercise Price & Revised Grant Date		For Eligible Options granted on November 12, 2002, the Revised Grant Date is November 26, 2002 and the Corrected Exercise Price is $14.44.
		For Eligible Options granted on May 19, 2004, the Revised Grant Date is May 26, 2004 and the Corrected Exercise Price is $22.13.

Cash Payment		For each Eligible Option tendered and accepted under the Offer, Eligible Optionees will receive a cash payment equal to the increase in exercise price, multiplied by the total number of shares (including any unvested shares) subject to the Eligible Portion of the Eligible Option (less applicable tax withholding) (the "Cash Payment"). The Cash Payments are not subject to vesting (i.e., continued service). However, the Cash Payment will not be made until the end of the first payroll cycle in January 2008.
Election Choices		If an Eligible Optionee wishes to tender an Eligible Option, he or she must tender the entire Eligible Portion of that Eligible Option.
Ineligible Portion		The portion of an Eligible Option (1) that is considered a "Grandfathered Option", (2) that has already been exercised, (3) that has expired or otherwise been cancelled or (4) that is beneficially owned by someone other than the Eligible Optionee is not eligible for the Offer. A "Grandfathered Option" is the portion of your Eligible Option that was vested as of December 31, 2004.

	Year Ended				Nine Months Ended
	December 2, 2005		December 3, 2004		September 1, 2006		September 2, 2005
	(in thousands, except ratio of earnings to fixed charges)
Operating Data:
Fixed Charges:
Interest expensed and debt cost amortization	$	688	$	77	$	65	$	603
Estimate of interest within rental expense		—		—		—		—

Total Fixed Charges	$	688	$	77	$	65	$	603

Earnings:
Pre-tax gain (loss) from continuing operations	$	602,839	$	450,398	$	322,565	$	466,588
Fixed charges		688		77		65		603

Total earnings (loss) for computation of ratio	$	602,151	$	450,321	$	322,500	$	465,985

Ratio of earnings to fixed charges		875		5,848		4,961		773

To:	[Name]
From:	equity@adobe.com
Subject:	Statement Regarding Final Election Confirmation Statement (Post-Expiration Time for Offer Participants)

To:	[Name]
From:	equity@adobe.com
Subject:	Final Election Confirmation Statement (Post-Expiration Time for Offer Non-Participants)

ATTACHMENT A	FORM OF ELECTION FORM
ATTACHMENT B	FORM OF EMAIL: ELECTION CONFIRMATION STATEMENT (PRE-EXPIRATION TIME)
ATTACHMENT C	FORM OF EMAIL: FINAL ELECTION CONFIRMATION STATEMENT (POST- EXPIRATION TIME FOR OFFER PARTICIPANTS)
ATTACHMENT D	FORM OF EMAIL: FINAL ELECTION CONFIRMATION STATEMENT (POST- EXPIRATION TIME FOR OFFER NON- PARTICIPANTS)

Name of Optionholder	Number of Outstanding Options Beneficially Owned (Total Options) (#)	Percentage of Options Outstanding (%)
Directors:
Edward W. Barnholt	—	*
Robert K. Burgess	—	*
Michael R. Cannon	—	*
Bruce R. Chizen	5,068,982	13.96	%
James E. Daley	—	*
Charles M. Geschke	—	*
Carol Mills	—	*
Colleen M. Pouliot	—	*
Robert Sedgewick	—	*
John E. Warnock	—	*
Delbert W. Yocam	—	*
Executive Officers (Non-Directors):
Richard Rowley	—	*
Shantanu Narayen	1,493,100	4.11
Karen O. Cottle	266,667	*
Peg Wynn	150,000	*
All directors and executive officers as a group (15 persons)	6,978,749	19.21	%

Option Holder Signature		Employee ID Number