X0303 4 2010-05-20 0 0001125920 SHUTTERFLY INC SFLY 0001196578 KELLER ERIC J C/O SHUTTERFLY INC 2800 BRIDGE PARKWAY SUITE 101 REDWOOD CITY CA 94065 1 0 0 0 Restricted Stock Units 2010-05-20 4 A 0 4533 0 A Common Stock 4533 4533 D Restricted Stock Units 2010-05-20 4 A 0 1587 0 A Common Stock 1587 1587 D Each restricted stock unit represents a contingent right to receive one share of SFLY common stock. The restricted stock units vest in three equal annual installments beginning May 20, 2011. The restricted stock units vest in one annual installment on May 20, 2011. This Statement confirms that the undersigned, Eric Keller, has authorized and designated John A. Kaelle and Douglas Appleton to execute and file on the undersigned's behalf all Forms 3, 4, and 5 (including any amendments thereto) that the undersigned may be required to file with the U.S. Securities and Exchange Commission as a result of the undersigned's ownership of or transactions in securities of Shutterfly, Inc. The authority of John A. Kaelle and Douglas Appleton under this Statement shall continue until the undersigned is no longer required to file Forms 3, 4, and 5 with regard to the undersigned's ownership of or transactions in securities of Shutterfly, Inc., unless earlier revoked in writing. The undersigned acknowledges that John A. Kaelle and Douglas Appleton are not assuming any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. /s/Eric Keller May 13, 2009 /s/ John Kaelle, attorney-in-fact 2010-05-21