POWER OF ATTORNEY

Know all by these presents, that the
undersigned hereby constitutes and
appoints each of Joel A. Ronning,
Thomas M. Donnelly and Michael J. Sullivan,
signing singly, the undersigned's true
and lawful attorney-in-fact to:

(1) execute for and on behalf of the
undersigned, in the undersigned's capacity
as an officer and/or director of
Digital River, Inc. (the "Company"),
Forms 3, 4, and 5 in accordance
with Section 16(a) of the Securities Exchange
Act of 1934 and the rules thereunder;

(2) do and perform any and all acts
for and on behalf of the undersigned which
may be necessary or desirable to
complete and execute any such Form 3, 4, or 5,
complete and execute any amendment
or amendments thereto, and file such form
with the United States Securities and
Exchange Commission and any stock
exchange or similar authority; and

(3) take any other action of any type
whatsoever in connection with the
foregoing which, in the opinion
of such attorney-in-fact, may be
of benefit to, in the best interest
of, or legally required by, the
undersigned, it being
understood that the documents executed
by such attorney-in-fact on behalf of
the undersigned pursuant to this Power
of Attorney shall be in such form and
shall contain such terms and conditions
as such attorney-in-fact may approve in
such attorney-in-fact's discretion.

The undersigned hereby grants to each
such attorney-in-fact full power and
authority to do and perform any and
every act and thing whatsoever requisite,
necessary, or proper to be done in
the exercise of any of the rights and powers
herein granted, as fully to all intents
and purposes as the undersigned might
or could do if personally present,
with full power of substitution or
revocation, hereby ratifying and
confirming all that such attorney-in-fact, or
such attorney-in-fact's substitute
or substitutes, shall lawfully do or cause
to be done by virtue of this power
of attorney and the rights and powers herein
granted.  The undersigned acknowledges
that the foregoing attorneys-in-fact,
in serving in such capacity at the
request of the undersigned, are not
assuming, nor is the Company assuming,
any of the undersigned's
responsibilities to comply
with Section 16 of the Securities
Exchange Act of 1934.

This Power of Attorney shall remain
in full force and effect until the
undersigned is no longer required
to file Forms 3, 4, and 5 with respect to
the undersigned's holdings of and
transactions in securities issued by the
Company, unless earlier revoked by the
undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has
caused this Power of Attorney to be
executed as of this 30th day of June, 2005.


Signature:  /s/Frederic M. Seegal

Print Name: Frederic M. Seegal