X0303 4 2011-02-15 0 0001125920 SHUTTERFLY INC SFLY 0001376445 HOUSENBOLD JEFFREY T C/O SHUTTERFLY INC 2800 BRIDGE PARKWAY SUITE 101 REDWOOD CITY CA 94065 1 1 0 0 PRESIDENT & CEO Restricted Stock Units 2011-02-15 4 A 0 122500 0 A Common Stock 122500 122500 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 February 15, 2012. This Statement confirms that the undersigned, Jeffrey T. Housenbold, has authorized and designated Charlotte Falla and John Kaelle 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 Charlotte Falla and John Kaelle 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 Charlotte Falla and John Kaelle are not assuming any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. Date: June 15, 2010 /s/Jeffrey T. Housenbold /s/ Charlotte Falla, Attorney in Fact 2011-02-17