10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)
þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the Fiscal Year Ended April 1, 2005
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the Transition Period from           to          .

Commission File Number 0-17781

SYMANTEC CORPORATION

(Exact name of the registrant as specified in its charter)

Delaware	77-0181864
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
20330 Stevens Creek Blvd., Cupertino, California (Address of principal executive offices)	95014-2132 (zip code)

Registrant’s telephone number, including area code:

(408) 517-8000

Securities registered pursuant to Section 12(b) of the Act:

None	None
(Title of each class)	(Name of each exchange on which registered)

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.01 per share, and Related Stock Purchase Rights

(Title of class)

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes þ          No o

      Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.     o

      Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).     Yes þ          No o

      Aggregate market value of the voting stock held by non-affiliates of the registrant, based upon the closing sale price of Symantec common stock on October 1, 2004 as reported on the Nasdaq National Market:

$18,094,697,000

      Number of shares outstanding of the registrant’s common stock as of May 27, 2005:

711,727,753

DOCUMENTS INCORPORATED BY REFERENCE

      Portions of the definitive Proxy Statement, to be delivered to stockholders in connection with our Annual Meeting of Stockholders for 2005, are incorporated by reference into Part III.

SYMANTEC CORPORATION

FORM 10-K

For the Fiscal Year Ended April 1, 2005

Table of Contents

		Page
PART I
Item 1.	Business		1
Item 2.	Properties		11
Item 3.	Legal Proceedings		12
Item 4.	Submission of Matters to a Vote of Security Holders		12
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		12
Item 6.	Selected Financial Data		13
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		15
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk		46
Item 8.	Financial Statements and Supplementary Data		47
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		48
Item 9A.	Controls and Procedures		48
Item 9B.	Other Information		49
PART III
Item 10.	Directors and Executive Officers of the Registrant		49
Item 11.	Executive Compensation		49
Item 12.	Security Ownership of Certain Beneficial Owners and Management		49
Item 13.	Certain Relationships and Related Transactions		49
Item 14.	Principal Accountant Fees and Services		50
PART IV
Item 15.	Exhibits, Financial Statement Schedules		50
Signatures			96
EXHIBIT 10.12
EXHIBIT 10.29
EXHIBIT 10.30
EXHIBIT 10.31
EXHIBIT 10.32
EXHIBIT 10.33
EXHIBIT 10.34
EXHIBIT 10.35
EXHIBIT 12.01
EXHIBIT 21.01
EXHIBIT 23.01
EXHIBIT 31.01
EXHIBIT 31.02
EXHIBIT 32.01
EXHIBIT 32.02

      “Symantec,” “we,” “us,” and “our” refer to Symantec Corporation and all of its subsidiaries. This document contains references to trademarks and trade names of other companies.

Forward-Looking Statements and Factors That May Affect Future Results

      The discussion following below and throughout this report contains forward-looking statements, which are subject to safe harbors under the Securities Act of 1933 and the Securities Exchange Act of 1934. The words “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “projects,” and similar expressions identify forward-looking statements. In addition, statements that refer to projections of our future financial performance, anticipated growth and trends in our businesses, the anticipated impacts of acquisitions, and other characterizations of future events or circumstances are forward-looking statements. These statements are only predictions, based on our current expectations about future events. We cannot guarantee future results, performance or achievements or that predictions or current expectations will be accurate. We do not undertake any obligation to update these forward-looking statements to reflect events occurring or circumstances arising after the date of this report. These forward-looking statements involve risks and uncertainties, and our actual results, performance or achievements could differ materially from those expressed or implied by the forward-looking statements on the basis of several factors, including those that we discuss under Business Risk Factors beginning on page 34. We encourage you to read that section carefully.

PART I

Item 1: Business

Introduction

      Symantec is the global leader in information security providing a broad range of software, appliances, and services designed to help individuals, small and mid-sized businesses, and large enterprises secure and manage their information technology, or IT, infrastructure. Symantec’s Norton brand of products is the worldwide leader in consumer security and problem-solving solutions. Founded in 1982, we are incorporated in Delaware and we have offices in 38 countries worldwide.

      We file registration statements, periodic and current reports, proxy statements, and other materials with the Securities and Exchange Commission, or SEC. You may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Room 1580, Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains a web site at www.sec.gov that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, including our filings.

      Our Internet address is www.symantec.com. We make available, free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and any amendments to those reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, through our Investor Relations web site, located at www.symantec.com/invest/index.html, as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. The contents of our website are not incorporated into, or otherwise to be regarded as a part of this Annual Report on Form 10-K.

Business Overview

      We currently view our business in five operating segments: Consumer Products, Enterprise Security, Enterprise Administration, Services, and Other. For financial information related to our operating segments, see Note 15 of the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K.

Consumer Products

      Our Consumer Products segment focuses on delivering our Internet security and problem-solving products to individual users, home offices, and small businesses. Symantec’s Norton brand of consumer security products is a market leader in desktop protection, with integrated products that work seamlessly to protect customers’ computers from virus outbreaks or malicious hacker attacks. Most of the products that we are currently marketing or developing feature LiveUpdate^tm. This feature enables users to easily download security updates including virus definitions, firewall rules, Uniform Resource Locator , or URL, databases, and uninstall scripts. Retail customers typically get a 12-month subscription to these security updates with the purchase of any consumer product. Our consumer products run primarily on Windows® and Macintosh® operating systems. Our Consumer Products segment represented 51%, 47%, and 41% of net revenues during fiscal 2005, 2004, and 2003, respectively. Product offerings in the Consumer Products segment include Norton AntiVirus^tm, Norton Internet Security^tm, and Norton SystemWorks^tm.

Enterprise Security

      Our Enterprise Security segment provides security solutions for all tiers of a network: at the server tier behind the gateway and at the client tier, including desktop personal computers, or PCs, laptops, and handhelds. Our comprehensive software and appliance solutions include virus protection and content filtering, firewall and virtual private networking, or VPN, intrusion prevention, and security management. In addition, we have expanded our technology offerings to include integrated solutions at the gateway and client levels, which combine several of our individual technology solutions, and early warning solutions. At the gateway level, our products run on Windows NT®, Solaris®, and Linux® platforms. Our products at the server level operate on Windows NT, UNIX, Linux, and other key server platforms. At the client level, our products run

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on the Windows platform. Our Enterprise Security segment represented 36%, 39%, and 42% of net revenues during fiscal 2005, 2004, and 2003, respectively.

Antivirus

      Our virus protection and content filtering technologies provide protection at the gateway, server, and client tiers against known and unknown threats. Users of our virus protection and filtering products are able to take action to protect their enterprise from risks associated with using Internet resources. This includes scanning or monitoring data that enters, leaves, or travels inside the organization, as well as detecting and eliminating malicious code that may be introduced into a company’s network. Products and services providing protection from virus attacks represent the most well-known and largest market component of the enterprise security area. Product offerings include Symantec AntiVirus^tm and Symantec AntiVirus^tm Scan Engine.

Antispam

      Through the acquisitions of Brightmail^tm and TurnTide^tm in fiscal 2005, we significantly augmented our family of Mail Security Solutions by adding software for application service providers, Internet service providers, or ISPs, portals, and enterprises as well as antispam routers, which are available in three deployment options, including server software, pre-configured appliances, and a hosted solution. Providing a comprehensive, multi-layered approach to combating unwanted email known as spam, our Mail Security solutions include technology that leverages more than 20 spam protection techniques, delivering antispam effectiveness rates of up to 95% and one of the industry’s highest accuracy rates against false positives (legitimate email being categorized as spam). Symantec’s global Brightmail Logistics and Operations Centers, or BLOCs, analyze spam across the globe and provide secure automatic spam filter updates every 10 minutes to help thwart attacks. The Symantec^tm Mail Security 8100 Series also uses traffic shaping technology to reduce spam entering a network. Our antispam solutions protect more than 300 million email user accounts worldwide. Product offerings include Symantec Mail Security 8100 and Symantec Mail Security 8200 appliances, Symantec Brightmail AntiSpam^tm, and Symantec Mail Security software, as well as Symantec Hosted Mail Security.

Early Warning Solutions

      Symantec’s early warning solutions provide organizations with customized and comprehensive notifications of vulnerabilities and new potential threats worldwide, and with countermeasures to prevent attacks before they occur, enabling them to mitigate risk and manage threats. Symantec analysts monitor potential threats 24 hours a day 7 days a week across more than 18,000 distinct product versions using information from more than 150 authoritative sources. They continuously correlate attack data from the security systems of more than 20,000 partners in 180 countries plus virus statistics from the Symantec Digital Immune System and many other human intelligence resources. These solutions are supported by Symantec^tm Security Response, our Internet security research and support organization. Product offerings include Symantec DeepSight^tm Alert Services and Symantec DeepSight^tm Threat Management System.

Firewall and VPN Solutions

      Firewalls provide protection against unwanted intrusion while enabling the flow of approved traffic. VPN solutions are designed to enable employees and business partners to remotely access an enterprise network in a secure, cost effective manner. We offer firewall and VPN solutions that protect throughout the network, including at Internet gateways, gateways to sensitive internal networks, and at client devices. Product offerings include Symantec^tm Enterprise Firewall with VPN, Symantec^tm Firewall/ VPN Appliance, and Symantec^tm Clientless VPN Appliance.

Integrated Solutions

      An integrated solution combines multiple security technologies with management, customer service and support, and advance research. Our integrated solutions combine full-inspection firewall technology, protocol

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anomaly-based intrusion prevention and intrusion detection engines, award-winning virus protection, URL-based content filtering, antispam and internet protocol security, or IPsec, and compliant VPN technology with hardware-assisted high-speed encryption. Integrated solutions are designed to work together as a unified system, providing better overall protection, quicker response, and more efficient management. Product offerings include Symantec^tm Gateway Security and Symantec^tm Client Security.

Intrusion Detection

      Organizations must protect information from unwanted users and hackers and control access to information to maintain business integrity. At the gateway and server levels, our intrusion detection products monitor systems for patterns of misuse and abuse and can warn organizations before systems are misused or information is stolen. Product offerings include Symantec^tm Network Security, Symantec^tm Network Security 7100 Series appliance, Symantec Intruder Alert^tm, and Symantec^tm Decoy Server.

Management

      At the gateway and server levels, our policy compliance management solutions help customers define, manage, and enforce policies from a central location as well as probe for network vulnerabilities and suggest remedies to proactively reduce business risk. The initial step to reduce corporate risk is to effectively measure compliance with a business’s security policy and detect vulnerabilities where critical information resides.

      Symantec security management products provide a comprehensive solution allowing for the consolidation of security events, the containment of security threats, and the centralization of security policy enforcement. These products are built on an open, interoperable framework that enables us to work together with third party solutions to provide secure, manageable, and scalable enterprise security. Product offerings include Symantec Enterprise Security Manager^tm, Symantec^tm Event Manager, and Symantec^tm Incident Manager.

Enterprise Administration

      Our Enterprise Administration segment offers open and modular products and services that enable companies to effectively and efficiently manage their IT infrastructures. Our solutions are used to optimize the security and availability of our customers’ information, while reducing operational costs, increasing IT quality of service, reducing complexity, and enhancing our customers’ ability to rapidly respond to constant business and technological change. This is typically accomplished by transforming existing manual IT processes into automated and unattended operations that can be performed on multiple systems simultaneously across the enterprise, in a dynamic and adaptive manner.

      Our solutions allow customers to manage virtually any function at any point in the lifecycle of their computing systems and devices, from network auto-discovery and IT asset management, to operating system provisioning and application deployment, ongoing security updates and configuration management, rapid backup and disaster recovery, de-provisioning, and help desk remote control. Our Enterprise Administration segment represented 11%, 12%, and 15% of net revenues during fiscal 2005, 2004, and 2003, respectively. Product offerings include Symantec Client Migration, Symantec Ghost^tm Solution Suite, pcAnywhere^tm, the ON iCommand^tm product family, the LiveState^tm Recovery product family, PartitionMagic^tm Pro, VolumeManager^tm, ServerMagic^tm for NetWare®, and OEM Factory Solutions.

Services

      Our Services segment provides information security solutions that incorporate advanced technology, security best practices and expertise, and global resources to help enable e-business success. Through its comprehensive offerings, our Services segment delivers holistic security assessments, planning and implementation, proactive solutions for security management and response, and knowledge transfer to develop internal security skills. Our Services segment represented 2% of net revenues during each of fiscal 2005, 2004, and 2003. Services offerings include Symantec^tm Managed Security Services, Symantec^tm Consulting Services, and Symantec^tm Education Services.

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Other

      Our Other segment is comprised of sunset products and products nearing the end of their life cycle.

Sales, Marketing, and Customers

      We sell our consumer products to individuals and small offices/home offices around the world through a multi-tiered distribution network. Our products are available to customers through channels that include distributors, retailers, direct marketers, Internet-based resellers, original equipment manufacturers, or OEMs, educational institutions, and ISPs. We separately sell annual content update subscriptions directly to end users primarily via the Internet. We also sell some of our products and product upgrades through direct mail/email and over the Internet, in conjunction with channel partners.

      We sell our enterprise products and services to medium and large corporate customers around the world through our direct sales force, corporate resellers, value-added resellers, and system integrators. In addition, our indirect sales force works closely with our major distributor and reseller accounts to coordinate the flow of orders, inventory levels, and sales to customers.

      We maintain distribution relationships with major independent distributors. We also work closely with retailers to execute channel marketing promotions and other cooperative marketing activities.

      Our agreements with distributors and resellers are generally nonexclusive and may be terminated by either party at any time without cause. These distributors are not within our control and are not obligated to purchase products from us. They also distribute other vendors’ product lines.

      In fiscal 2005, one reseller, Digital River, Inc., and two distributors, Ingram Micro, Inc. and Tech Data Product Management, Inc., including their subsidiaries, each accounted for more than 10% of our total net revenues. In fiscal 2004 and 2003, two distributors, Ingram Micro, Inc. and Tech Data Product Management, Inc., including their subsidiaries, each accounted for more than 10% of our total net revenues.

      Our marketing activities include:

•  Advertising in consumer, trade, technical, and business publications

•  Online advertising

•  Radio broadcast advertising

•  Public relations

•  Production of brochures, sales tools, multi-media product demonstrations, packaging, and other collateral

•  Targeted customer communications through the Symantec Web site, including regularly scheduled Web-based seminars and online newsletters

•  Cooperative marketing with distributors, resellers, and industry partners

•  Direct mailings and emailings to existing end-users and prospects

•  The use of tools such as trialware and Symantec^tm Security Check, a Web-based tool for consumers to assess the security vulnerabilities on their computers

•  Participation in focused trade and computer shows, sponsorship of industry analyst conferences, and execution of Symantec road shows, seminars, and user group conferences

•  Primary market research to understand evolving customer needs and buying behaviors

      For our consumer products, we typically offer two types of rebate programs within most countries: volume incentive rebates to channel partners and promotional rebates to distributors and end-users. The distributor or reseller earns a volume incentive rebate primarily based upon their sale of products to end-users. We also offer rebates to individual users of various products acquired through major retailers. We regularly offer upgrade

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rebates to existing customers purchasing a new version of a product. Both volume incentive rebates and end-user rebates are accrued as an offset to revenue when revenue is originally recorded.

International Sales

      Revenues from sales outside of the United States represented 52% of our net revenues during each of fiscal 2005 and 2004, and represented 49% of our net revenues during fiscal 2003. Of these revenues, sales in the Europe, Middle East, and Africa, or EMEA, region represented 33% of our net revenues during each of fiscal 2005 and 2004, and represented 30% of our net revenues during fiscal 2003. Additional financial information regarding our international sales is provided in Note 15 of the Notes to Consolidated Financial Statements.

      We sell our products through authorized distributors, which may be restricted to specified territories. For most of our consumer products, we translate the documentation, software, and packaging into the local language and prepare marketing programs for each local market. We have marketing offices in Australia, Austria, Belgium, Brazil, Canada, China, Czech Republic, Denmark, Finland, France, Germany, Greece, Hong Kong, Hungary, India, Ireland, Israel, Italy, Japan, Malaysia, Mexico, the Netherlands, New Zealand, Norway, Poland, Portugal, Russia, Saudi Arabia, Singapore, South Africa, South Korea, Spain, Sweden, Switzerland, Taiwan, Turkey, United Arab Emirates, and the United Kingdom. These local offices facilitate our marketing and distribution in international markets. Our international operations are subject to various risks common to international operations, including but not restricted to:

•  Government regulations

•  Export and import restrictions

•  Currency fluctuations

•  Repatriation restrictions

•  In some jurisdictions, reduced protection for our copyrights and trademarks

Symantec Security Response

      Symantec Security Response is a team of dedicated intrusion experts, security engineers, virus hunters, and global technical support teams that work in tandem to provide extensive coverage for enterprises and consumers. Symantec Security Response provides customers with comprehensive, global, 24 hours a day 7 days a week Internet security expertise to guard against today’s blended Internet threats, which are threats that are multi-faceted in their operating methods and effects.

      Symantec Security Response delivers knowledgeable, proactive security protection through product security policies and best practice guidelines that can be updated and distributed through automated processes. Additionally, Symantec Security Response provides rapid reactive security protection through its incident response program, including emergency security signatures and policies, as well as outbound communications such as alerting services.

      Symantec Security Response issues a semi-annual report providing an analysis and discussion of trends in Internet attacks, vulnerabilities, malicious code activity, and additional security risks. The Symantec Internet Security Threat Report is one of the most comprehensive sources of Internet threat data in the world leveraging unparalleled sources to identify emerging trends in attacks and malicious code activity including:

•  Symantec DeepSight Threat Management System

•  Symantec Managed Security Services

•  Symantec’s vulnerability database, which covers more than 11,000 vulnerabilities in 20,000 technologies from more than 2,000 vendors

•  BugTraq^tm, which is one of the most popular forums for the disclosure and discussion of vulnerabilities on the Internet, operated by Symantec

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•  Symantec^tm Probe Network, a system of more than 2 million decoy accounts attracting email messages from 20 different countries that allows Symantec to gauge spam and phishing activity

Research Centers

      The research centers for Symantec Security Response are focused on collecting and analyzing the latest malware threats, from network security threats and vulnerabilities to viruses and worms. When a new threat or vulnerability is discovered, Symantec Security Response experts provide rapid emergency response, focusing on communication with customers and delivery of security updates for our security products. Research centers are located around the world, including the United States, Asia Pacific, and Europe. To ensure that customers are utilizing the most recent technologies available for addressing security issues, Symantec Security Response experts leverage our sophisticated back-end product architecture. This architecture allows users to receive the latest security updates — including intrusion detection signatures and virus definitions — automatically in the event of a new security threat or outbreak. LiveUpdate technology simplifies and speeds the process of receiving and implementing security updates for our security product offerings at the server, gateway, and desktop levels.

Technical Support

      With more than 300 experts in Internet security, desktop computer systems, and network management, our global technical support team is available around the clock. Our technical support experts provide customers with information on product implementation and usage, as well as countermeasures and identification tools for new threats.

      We maintain centralized support facilities throughout the world to drive rapid response to complex queries. Support is available in multiple languages, including Dutch, English, French, German, Italian, Japanese, Korean, Mandarin, Portuguese, and Spanish.

Enterprise Security Support

      Our enterprise security support program offers annual support contracts to enterprise customers worldwide, including content, upgrades, and technical support. Our standard technical support includes 1) unlimited hot-line service delivered by telephone, fax, email, and over the Internet; 2) immediate patches for severe problems; 3) periodic software updates; 4) access to our technical knowledge base and frequently asked question, or FAQ, facility; and 5) an invitation to the annual user group meeting. Customers may augment their standard annual support contract with services such as 24 hours a day 7 days a week telephone and web support, advanced alerting services, additional designated callers, or contacts, and additional language support, as well as a Technical Account Manager assigned to work closely with an organization and act as a focal point for all issues.

Consumer Product Support

      Our consumer product support program provides free self-help online services to all consumer customers worldwide, as well as free email support. A team of product experts, editors, and language translators are dedicated to maintaining the robustness of the online knowledge base. Generally, telephone product support is provided for a fee by an outside vendor. For customers that subscribe to them, the latest virus definitions and application bug fixes and/or patches for most of our currently marketed and developed products are downloaded automatically through LiveUpdate, created by Symantec Security Response.

      We revise these fee-based support programs from time to time as customer requirements change and as market trends dictate. These programs may vary slightly by region.

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Recent Acquisitions and Divestitures

Acquisitions

      Since our initial public offering on June 23, 1989, we have completed acquisitions of 38 businesses. Our recent acquisitions included:

•  Platform Logic, Inc., LIRIC Associates Limited, and @stake, Inc. in the December 2004 quarter

•  TurnTide, Inc. in the September 2004 quarter

•  Brightmail Incorporated in the June 2004 quarter

•  ON Technology Corp. in the March 2004 quarter

•  PowerQuest, Inc. and SafeWeb, Inc. in the December 2003 quarter

•  Nexland, Inc. in the September 2003 quarter

•  Riptech, Inc., Recourse Technologies, Inc., SecurityFocus, Inc., and Mountain Wave, Inc. in the September 2002 quarter

      We accounted for each of these acquisitions as a business purchase and, accordingly, we have included the operating results of these businesses in our consolidated financial statements from their respective dates of acquisition. See Note 3 of the Notes to Consolidated Financial Statements for further discussion of the above acquisitions. We also have acquired several other businesses in the past, including Peter Norton Computing, Inc. on August 31, 1990. We continue to use the Norton brand name for certain consumer products developed and marketed by us.

      In April 2003, we purchased certain assets related to Roxio Inc.’s GoBack^tm computer recovery software business. In addition, in August 2003, we purchased a security technology patent as part of a legal settlement in Hilgraeve, Inc. v. Symantec Corporation.

      On December 16, 2004, we announced a definitive agreement with VERITAS Software Corporation, or VERITAS, a leading independent supplier of storage and infrastructure software products and services. Under this agreement, we would acquire all of the outstanding stock of VERITAS in exchange for 1.1242 shares of Symantec common stock for each outstanding share of VERITAS common stock. In addition, we would assume all outstanding VERITAS stock options with an exercise price less than or equal to $49.00 per share, as well as each outstanding option that was granted under certain specified VERITAS option plans, as adjusted in accordance with the exchange ratio. All other outstanding VERITAS stock options would be cancelled. The estimated purchase price is $13 billion, which includes the estimated fair value of Symantec common stock to be issued and VERITAS options to be assumed, as well as estimated direct transaction costs. We derived this estimate using an average market price per share of Symantec common stock of $25.87, which was based on an average of the closing prices for a range of trading days (December 14, 2004 through December 20, 2004, inclusive) around the announcement date (December 16, 2004) of the proposed transaction. The final purchase price would be determined based upon the number of VERITAS shares and options outstanding at the closing date. Completion of the transaction is subject to customary closing conditions that include, among others, receipt of required approvals from Symantec and VERITAS stockholders. Under terms specified in the merger agreement, Symantec or VERITAS may terminate the agreement and as a result either Symantec or VERITAS may be required to pay a $440 million termination fee to the other party in certain circumstances. While we currently anticipate that we will be in a position to complete the merger on or prior to June 30, 2005, we believe that there may be administrative benefits to completing the merger at the beginning of our second quarter of fiscal 2006. Symantec and VERITAS have therefore discussed the possibility of closing the merger during the first week of that fiscal quarter. Unless otherwise indicated, the discussions in this document relate to Symantec as a stand-alone entity and do not reflect the impact of the pending business combination transaction with VERITAS.

      For further discussion of our recent acquisitions, see Note 3 of the Notes to Consolidated Financial Statements.

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Divestitures

      In August 2001, we sold assets and transferred liabilities and employees related to our Web Access Management product line to PassGo Technologies, Ltd. and agreed to license them the related technology for a period of four years through August 2005.

Product Development, Partnerships, Investments and Acquisitions

      We use a multiple product sourcing strategy that includes:

•  Internal development

•  Licensing from third parties

•  Investments in companies

•  Acquisitions of technologies, product lines, or companies

      We develop software products that are designed to operate on a variety of operating systems. We typically develop new products and enhancements of existing products through focused product development groups. Each product development group is responsible for its own design, development, documentation, and quality assurance. Our research and development expenditures for each of the last three years are further discussed under “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Research and Development Expenses.”

      Independent contractors are used for aspects of the product development process. In addition, elements of some of our products are licensed from third parties.

      We invest in companies with emerging technologies and companies that promote the sale and use of our products and services. These investments are made in lieu of an acquisition when timing is inappropriate or when the business models and sectors fall outside of our strategic requirements. We pursue investments that we believe will be complementary and can enhance both financial returns and market growth.

      We use strategic acquisitions as necessary to provide certain technology, people, and products for our overall product and services strategy. We consider both time to market and potential market share growth when evaluating acquisitions of technologies, product lines, or companies. We have completed a number of acquisitions of technologies, companies, and products in the past, and we have also disposed of technologies and products. We may acquire and/or dispose of other technologies, companies and products in the future. For further discussion of our acquisitions, see Note 3 of the Notes to Consolidated Financial Statements.

Competition

      Our markets are competitive and are subject to rapid changes in technology. They are influenced by the constant change in Internet security threats and the strategic direction of major software and operating system providers, network equipment and computer hardware manufacturers, ISPs, application service providers, and key application software vendors. Our competitiveness depends on our ability to deliver products that meet our customers’ needs by enhancing our existing solutions and services and offering reliable, scalable, and standardized new solutions on a timely basis. We have limited resources, and as a result, we must deploy our available resources thoughtfully. The principal competitive factors in our Consumer Products, Enterprise Security, and Enterprise Administration segments are quality, integration of advanced technology, time to market, price, reputation, financial stability, breadth of product offerings, customer support, brand recognition, and sales and marketing teams. In our Services segment, the principal competitive factors include technical capability, customer responsiveness, price, ability to attract and retain talented and experienced personnel, financial stability and reputation within the industry.

      In the enterprise security and administration markets, we compete against many companies who offer competing products to our technology solutions and competing services to our response and support. In the area of antivirus and filtering products, some of the companies we compete against are Computer Associates, McAfee (formerly Network Associates), Sophos, Trend Micro, and WebSense. In addition, Microsoft has recently

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announced and has launched the internal testing of an online suite that includes automated protection, maintenance, and performance tuning. This consumer subscription service, Windows OneCare, is expected to be a fee-based service available to the general public by the end of calendar 2005. Microsoft has also recently introduced a free antispyware product for the consumer market. In the area of firewall and VPN, some of the companies we compete against are Check Point Software, Cisco, Juniper, SonicWALL, and WatchGuard. In the area of intrusion detection and security management, some of the companies we compete against are Bindview, Internet Security Systems, NetIQ, and Tipping Point (recently acquired by 3Com). In the areas of remote management, imaging provisioning, backup, recovery, and asset management, some of the companies we compete against are Altiris, Laplink, Marimba (recently acquired by BMC Software), and VERITAS.

      In addition, we face indirect or potential competition from operating system providers and network equipment and computer hardware manufacturers, who provide or may provide various security solutions and functions in their current and future products. These competitors have significant advantages due to their ability to influence or control the computing platforms, security layers, and network tiers on, or in, which security products operate. In addition, these competitors generally have significantly greater financial, marketing, or technological resources than we do. We believe that our ability to compete in the enterprise security and administration markets going forward depends in part on providing comprehensive, solution-oriented integrated offerings that secure and manage customers’ most important asset — their information.

      Some of the companies that offer competing products to our Consumer Products offerings include Check Point Software, Computer Associates, Doctor Ahn, Internet Security Services, Kroll, McAfee (formerly Network Associates), Norman, Panda, and Trend Micro. With the constantly evolving Internet-based security threat environment, several other companies have entered the market and may become significant competitors in the future.

      Our Enterprise Security Services compete with companies such as Counterpane, IBM, Internet Security Systems, Ubizen, and VeriSign.

      Price competition is intense for most of our products and services. We expect price competition to continue to increase and become even more significant in the future, which may reduce our profit margins.

      We also face competition from a number of other products that offer levels of functionality different from those offered by our products or that were designed for a somewhat different group of end-users than those targeted by us. Microsoft has added security features to new versions of its operating system products that provide some of the same functions offered in our products. Microsoft’s acquisition of GeCad’s antivirus technology could lead it to include antivirus functions in future versions of its operating system products or as a stand-alone consumer product. In addition, vendors of other operating systems, such as Red Hat® Linux, Solaris, and Unix-based operating systems, may also incorporate some of the advanced utilities or other functionality offered in our products. Also, certain ISPs provide security functionality to their subscribers at no additional fee.

      While we plan to continue to improve our products by providing enhanced functionality to current and future operating systems, these efforts may be unsuccessful and any improved products may not be commercially accepted by users. We will continue to cooperate with operating system vendors to make our products compatible with those operating systems while at the same time differentiating our utility products from features included in those operating systems. Our efforts in this regard may be unsuccessful.

      The demand for some of our products, including those currently under development, may decrease if, among other reasons:

•  Microsoft includes additional product features in future releases of Windows or as stand-alone products

•  Hardware vendors, including Cisco, incorporate additional server-based network management and security tools into network operating systems

•  Operating system, network equipment, or computer hardware manufacturers license, develop, or acquire technology or products that provide functionality directly competitive with our product and service offerings

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•  ISPs continue to provide security functionality to their subscribers at no additional fee

      In addition, we compete with other computer software companies, operating system providers, and network equipment and computer hardware manufacturers for access to retail distribution channels and for the attention of customers at the retail level and in corporate accounts. We also compete with other software companies, operating system providers, and network equipment and computer hardware manufacturers to acquire products or companies and to publish software developed by third parties.

      Some of our existing and potential competitors have greater financial, marketing, or technological resources than we do. We believe that competition in the industry will continue to intensify as other major software companies expand their product lines into additional product categories, and as operating system providers and network equipment and computer hardware manufacturers attempt to leverage their strengths at the computing platform, security layer, and network tier to compete more aggressively in the market for security solutions.

Manufacturing

      Our product development groups produce a set of master compact disc read-only memory, or CD-ROMs, or diskettes, and documentation for each product that is then duplicated or replicated and packaged into products by our logistics organization. United States purchasing of all raw materials is performed by an outside organization. This outside contractor, under the supervision of our domestic logistics organization, performs all of our domestic manufacturing and order fulfillment. Manufacturing includes the replication of CD-ROMs, printing of documentation materials and retail boxes, and assembly of the final packages. Purchasing is done by Symantec personnel for products manufactured in our Dublin, Ireland facility. For most products distributed outside of North and South America, our Dublin, Ireland manufacturing facility performs diskette duplication, assembly of the final packages, and order fulfillment. Our Dublin, Ireland manufacturing facility also subcontracts to outside organizations for the replication of CD-ROMs and printing of documentation materials and retail boxes.

Intellectual Property

      We regard our software as proprietary. We attempt to protect our software technology by relying on a combination of copyright, patent, trade secret and trademark laws, restrictions on disclosure, and other methods. In particular, we have a substantial number of registered trademarks and currently hold a substantial number of patents in the United States, as well as patent holdings in other countries, which expire at various times over the next twenty years. We regularly file other applications for patents and trademarks in order to protect proprietary intellectual property that we believe are important to our business. We also license some intellectual property from third parties for use in our products.

      We face a number of risks relating to our intellectual property, including unauthorized use and unauthorized copying, or piracy, of our software solutions. Litigation may be necessary to enforce our intellectual property rights, to protect trade secrets or trademarks, or to determine the validity and scope of the proprietary rights of others. Patents that have been issued to us could be determined to be invalid and may not be enforceable against competitive products in every jurisdiction. Furthermore, other parties have asserted and may, in the future, assert infringement claims against us. For further discussion of our current litigation, see Note 14 of the Notes to Consolidated Financial Statements. These claims and any litigation may result in invalidation of our proprietary rights. Litigation, even if not meritorious, could result in substantial costs and diversion of resources and management attention. In addition, third party licenses may not continue to be available to us on commercially acceptable terms, or at all.

Employees

      As of March 31, 2005, we employed approximately 6,500 people worldwide, including approximately 3,300 in sales, marketing, and related activities, 1,700 in product development, 400 in services, and 1,100 in management, manufacturing, administration, and finance.

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      In connection with the relocation of our Leiden, Netherlands operations to Dublin, Ireland in early fiscal 2003, a group of employees in the Leiden facility joined a union to negotiate the proposed terms of the transfer of operations to our Dublin facility, focusing primarily on severance benefits for employees that did not relocate to Dublin. In addition, the Italian Trade Union and a French Symantec Works Council both have agreements with Symantec that govern parts of the employment relationship in the respective countries. Except for these instances, no other employees are represented by a labor union. We believe that relations with our employees are good.

Item 2: Properties

      The following table sets forth the location, approximate square footage and use of each significant location used by Symantec:

		Approximate
		Size		Expiration
Location	Purpose	(In Square Feet)		of Lease
North America
Cupertino, California	Administration, sales, marketing		296,000		Owned
Santa Monica, California	Research and development, sales, marketing, administration		243,000		2007
Springfield, Oregon	Customer service, sales, technical support, administration		199,000		Owned
Waltham, Massachusetts	Research and development, technical support, sales		105,000		2010
Newport News, Virginia	Research and development, marketing		99,000		Owned
Beaverton, Oregon	Sales, administration		80,000		2010
Toronto, Canada	Sales, administration		76,000		2005
Alexandria, Virginia	Research and development, marketing, managed security services		73,000		2007
Redwood City, California	Research and development, sales, marketing		70,000		2007
Orem, Utah	Research and development		69,000		2012
Herndon, Virginia	Sales, research and development		49,000		2007
American Fork, Utah	Research and development, technical support		39,000		2008
San Francisco, California	Research and development		38,000		2012
Tucson, Arizona	Administration		36,000		2013
International
Dublin, Ireland	Manufacturing, sales, administration, customer service		108,000		Owned
Maidenhead, UK	Sales, administration, marketing		54,000		Owned
Beijing, China	Manufacturing, research and development, sales		41,000		2008
Dublin, Ireland	Technical support, sales		38,000		2005
Tokyo, Japan	Sales, research and development, marketing		34,000		2006
Sydney, Australia	Sales, technical support, marketing, administration		33,000		2008
Munich, Germany	Sales, marketing		31,000		2008
Singapore	Sales, administration, marketing		30,000		2007

      We also lease additional properties throughout the world, primarily in North America and Europe, for which the square footage is individually insignificant. We also lease 148,000 square feet in Oregon, which is currently vacant. We are currently building a facility in Culver City, California which we expect to occupy in 2007, and we recently purchased a facility in Dublin, Ireland that we expect to occupy by the end of 2005.

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      We believe that our existing facilities are adequate for current needs and that the productive capacity in such facilities is substantially being utilized.

Item 3: Legal Proceedings

      Information with respect to this Item may be found in Note 14 of the Notes to Consolidated Financial Statements of this Annual Report on Form 10-K, which information is incorporated into this Item 3 by reference.

Item 4: Submission of Matters to a Vote of Security Holders

      No matters were submitted to a vote of the security holders during the fourth quarter of fiscal 2005.

PART II

Item 5: Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

      Our common stock is traded on the Nasdaq National Market under the symbol “SYMC.” The high and low sales prices set forth below are as reported on the Nasdaq National Market. All sales prices have been adjusted to reflect the two-for-one stock splits, effected as stock dividends, that became effective November 30, 2004 and November 19, 2003.

	Fiscal 2005								Fiscal 2004
	Mar. 31,		Dec. 31,		Sep. 30,		Jun. 30,		Mar. 31,		Dec. 31,		Sep. 30,		Jun. 30,
	2005		2004		2004		2004		2004		2003		2003		2003
High	$	26.60	$	34.05	$	27.68	$	25.44	$	24.05	$	17.52	$	16.67	$	12.89
Low	$	20.05	$	23.53	$	20.00	$	19.71	$	17.50	$	14.28	$	10.57	$	9.09

      As of March 31, 2005, there were 785 stockholders of record of Symantec common stock. Symantec has never declared or paid any cash dividends on its capital stock. We currently intend to retain future earnings for use in our business, and, therefore, we do not anticipate paying any cash dividends on our capital stock in the foreseeable future.

      Stock repurchases during the three-month period ended April 1, 2005 were as follows:

					Total Number of Shares		Dollar Value of Shares
	Total Number of		Average Price		Purchased Under Publicly		That May Yet Be
	Shares Purchased		Paid per Share		Announced Plans or Programs		Purchased Under the Plan
January 1, 2005 to January 28, 2005		31,800	$	22.70		31,800	$	486 million
January 29, 2005 to February 25, 2005		302,100	$	22.45		302,100	$	479 million
February 26, 2005 to April 1, 2005		206,700	$	21.54		206,700	$	475 million
Total		540,600	$	22.11		540,600

      On January 16, 2001, our Board of Directors replaced an earlier stock repurchase authorization with a new authorization to repurchase up to $700 million of Symantec common stock, not to exceed 60.0 million shares, with no expiration date. On January 20, 2004, our Board of Directors increased the dollar amount of our stock repurchase authorization from $700 million to $940 million, without any specific limit on the number of shares to be repurchased. On October 19, 2004, our Board of Directors increased the dollar amount of our stock repurchase authorization by $300 million, without any specific limit on the number of shares to be repurchased. In connection with the stock repurchase authorizations, we have a repurchase plan under Rule 10b5-1 to facilitate stock repurchases up to $60 million per quarter. Pending the completion of the

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proposed merger with VERITAS, we will be subject to a regulatory limitation that limits the level of quarterly repurchases allowed.

      During fiscal 2005, we repurchased 7.8 million shares under the amended stock repurchase authorization, at prices ranging from $21.05 to $30.77 per share, for an aggregate amount of $192 million. During fiscal 2004, we repurchased 3.0 million shares under the amended stock repurchase authorization, at prices ranging from $19.52 to $20.82 per share, for an aggregate amount of $60 million. During fiscal 2003, we repurchased 8.8 million shares at prices ranging from $6.99 to $7.49 per share, for an aggregate amount of $64 million.

      On March 28, 2005, the Board of Directors increased the dollar amount of authorized stock repurchases by $3 billion effective upon completion of the VERITAS merger, without any specific limit on the number of shares to be repurchased. We expect to repurchase shares pursuant to this authorization for cash as business conditions warrant between the date of the completion of the merger and March 31, 2006. Excluding the post-merger authorization, as of March 31, 2005, $475 million remained authorized by our Board of Directors.

Item 6: Selected Financial Data

      The following selected consolidated financial data is derived from Symantec’s consolidated financial statements. This data is qualified in its entirety by and should be read in conjunction with the more detailed consolidated financial statements and related notes included elsewhere herein and with Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations. Historical results may not be indicative of future results.

      During the past five fiscal years, we have made the following acquisitions:

•  Brightmail Incorporated, TurnTide, Inc., @stake, Inc., LIRIC Associates Limited, and Platform Logic, Inc. during fiscal 2005

•  Nexland, Inc., PowerQuest, Inc., Safeweb, Inc., and ON Technology Corp. during fiscal 2004

•  Riptech, Inc., Recourse Technologies, Inc., SecurityFocus, Inc., and Mountain Wave, Inc. during fiscal 2003

•  Lindner & Pelc Consult GmbH and Foster-Melliar Limited’s enterprise security management division during fiscal 2002

•  AXENT Technologies during fiscal 2001

      Each of these acquisitions was accounted for as a business purchase and, accordingly, the operating results of these businesses have been included in our consolidated financial statements since their respective dates of acquisition.

      In April 2003, we purchased certain assets related to Roxio Inc.’s GoBack^tm computer recovery software business. In addition, in August 2003, we purchased a security technology patent as part of a legal settlement in Hilgraeve, Inc. v. Symantec Corporation.

      On August 24, 2001, we divested our Web Access Management product line.

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Five-Year Summary

		Year Ended March 31,
		2005			2004			2003			2002			2001
		(In thousands, except net income (loss) per share)
Consolidated Statements of Income Data:
	Net revenues	$	2,582,849		$	1,870,129		$	1,406,946		$	1,071,438		$	853,554
	Amortization of goodwill(a)		—			—			—			196,806			71,336
	Amortization of deferred stock-based compensation(b)		4,524			—			—			—			—
	Acquired in-process research and development		3,480			3,710			4,700			—			22,300
	Restructuring		2,776			907			11,089			20,428			3,664
	Integration planning(c)		3,494			—			—			—			—
	Patent settlement(d)		375			13,917			—			—			—
	Litigation judgment(e)		—			—			—			3,055			—
	Operating income		819,266			513,585			341,512			8,041			109,600
	Interest expense(f)		(12,323	)		(21,164	)		(21,166	)		(9,169	)		—
	Income, net of expense, from sale of technologies and product lines(g)		—			9,547			6,878			15,536			20,448
	Net income (loss)	$	536,159		$	370,619		$	248,438		$	(28,151	)	$	63,936
	Net income (loss) per share — basic(h)	$	0.81		$	0.61		$	0.43		$	(0.05	)	$	0.12
	Net income (loss) per share — diluted(h)	$	0.74		$	0.54		$	0.38		$	(0.05	)	$	0.12
	Shares used to compute net income (loss) per share — basic(h)		660,631			611,970			581,580			574,416			517,896
	Shares used to compute net income (loss) per share — diluted(h)		738,245			719,110			682,872			574,416			545,896

(a)  Beginning in fiscal 2003, we no longer amortize goodwill due to the adoption of a new accounting standard.

(b)	In connection with the Brightmail acquisition during fiscal 2005, we assumed unvested Brightmail stock options in exchange for unvested options to purchase Symantec common stock. For more information, see Note 3 of the Notes to Consolidated Financial Statements. Also during fiscal 2005, we issued restricted shares to our Senior Vice President of Finance and Chief Financial Officer. For more information, see Note 11 of the Notes to Consolidated Financial Statements.
(c)	During fiscal 2005, we announced a definitive agreement with VERITAS Software Corporation under which we would acquire all the outstanding stock of VERITAS. In connection with this proposed merger, we have recorded integration planning costs. For more information, see Note 3 of the Notes to Consolidated Financial Statements.
(d)	During fiscal 2005, we recorded patent settlement costs and entered into a patent license agreement with Tumbleweed Communications Corporation. During fiscal 2004, we recorded patent settlement costs and purchased a security technology patent as part of a settlement in Hilgraeve, Inc. v. Symantec Corporation. For more information, see Note 4 of the Notes to Consolidated Financial Statements.
(e)	During fiscal 2002, we accrued litigation expenses for a copyright action assumed by us as a result of our acquisition of Delrina Corporation.
(f)	In October 2001, we issued $600 million of 3% convertible subordinated notes. In November 2004, substantially all of the outstanding convertible subordinated notes were converted into 70.3 million shares

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	of our common stock and the remainder was redeemed for cash. We will not incur further interest expense with respect to these notes. For more information, see Note 6 of the Notes to Consolidated Financial Statements.
(g)	Income, net of expense, from sale of technologies and product lines primarily related to royalty payments received in connection with the licensing of substantially all of the ACT!tm product line technology. In December 2003, Interact purchased this technology from us.
(h)	Share and per share amounts reflect the two-for-one stock splits effected as stock dividends, which occurred on November 30, 2004, November 19, 2003, and January 31, 2002.

		March 31,
		2005		2004		2003		2002		2001
		(In thousands)
Balance Sheet Data:
	Working capital(i)	$	1,987,259	$	1,555,094	$	1,152,773	$	988,044	$	369,184
	Total assets		5,614,221		4,456,498		3,265,730		2,502,605		1,791,581
	Convertible subordinated notes(j)		—		599,987		599,998		600,000		—
	Long-term obligations, less current portion		4,408		6,032		6,729		7,954		2,363
	Stockholders’ equity		3,705,453		2,426,208		1,764,379		1,319,876		1,376,501

(i)  A portion of deferred revenue as of March 31, 2003 was reclassified to long-term to conform to the current presentation. Amounts prior to fiscal 2003 are considered immaterial for reclassification.

(j) In October 2001, we issued $600 million of 3% convertible subordinated notes. In November 2004, substantially all of the outstanding convertible subordinated notes were converted into 70.3 million shares of our common stock and the remainder was redeemed for cash. For more information, see Note 6 of the Notes to Consolidated Financial Statements.

Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations

      Symantec is the global leader in information security providing a broad range of software, appliances, and services designed to help individuals, small and mid-sized businesses, and large enterprises secure and manage their information technology, or IT, infrastructure. Symantec’s Norton brand of products is the worldwide leader in consumer security and problem-solving solutions. Founded in 1982, we have offices in 38 countries worldwide.

      We have a 52/53-week fiscal accounting year. Accordingly, all references as of and for the periods ended March 31, 2005, 2004, and 2003 reflect amounts as of and for the periods ended April 1, 2005, April 2, 2004, and March 28, 2003, respectively. The fiscal accounting years ended April 1, 2005 and March 28, 2003 are each comprised of 52 weeks of operations, while the fiscal accounting year ended April 2, 2004 is comprised of 53 weeks of operations. The fiscal accounting year ending March 31, 2006 will comprise 52 weeks of operations.

Critical Accounting Estimates

      The preparation of our consolidated financial statements and related notes in accordance with generally accepted accounting principles requires us to make estimates, which include judgments and assumptions, that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. We have based our estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances and we evaluate our estimates on a regular basis and make changes accordingly. Historically, our estimates relative to our critical accounting estimates have not differed materially from actual results; however, actual results may differ from these estimates under different conditions. If actual results differ from these estimates and other considerations used in estimating amounts reflected in Symantec’s consolidated financial statements, the resulting changes could have a material adverse

15

effect on Symantec’s consolidated statement of income, and in certain situations, could have a material adverse effect on liquidity and Symantec’s financial condition.

      A critical accounting estimate is based on judgments and assumptions about matters that are highly uncertain at the time the estimate is made. Different estimates that reasonably could have been used, or changes in accounting estimates could materially impact the financial statements. We believe that the estimates described below represent our critical accounting estimates, as they have the greatest potential impact on our consolidated financial statements. We also refer you to our “Summary of Significant Accounting Policies” beginning on page 63 in this Annual Report on Form 10-K.

      Management has discussed the development and selection of its critical accounting estimates with the Audit Committee of Symantec’s Board of Directors, and the Audit Committee has reviewed the disclosure presented below relating to them.

Revenue Recognition

      We recognize revenue in accordance with generally accepted accounting principles that have been prescribed for the software industry. Revenue recognition requirements in the software industry are very complex and they require us to make many estimates.

      We expect our distributors and resellers to maintain adequate inventory to meet future customer demand, which is generally 4 to 6 weeks of customer demand based on recent buying trends. We ship product to our distributors and resellers at their request and based on their valid purchase orders. Our distributors and resellers base the quantity of their orders on their estimates to meet future customer demand, which may exceed our expected level of a 4 to 6 week supply. We offer limited rights of return if the inventory held by our distributors and resellers is below the expected level of a 4 to 6 week supply. We estimate future returns under these limited rights of return in accordance with Statement of Financial Accounting Standards, or SFAS, No. 48, Revenue Recognition When Right of Return Exists. We typically offer liberal rights of return if inventory held by our distributors and resellers exceeds the expected level. Because we cannot reasonably estimate the amount of excess inventory that will be returned, we do not recognize revenue or record accounts receivable for the amount in excess of the expected inventory levels. On the same basis, we reduce the associated cost of revenues, which is primarily related to materials, and include this amount in inventory. We recognize these revenues and the associated cost of revenues when the liberal rights of return expire, which is when the inventory levels no longer exceed the expected level of a 4 to 6 week supply. If we made different estimates, material differences may result in the amount and timing of our net revenues and cost of revenues for any period presented.

      As of each of the fiscal years ended March 31, 2005, 2004, and 2003, the amount of net revenues not recognized related to excess inventory represented no more than 3% of total net revenues recognized during each of the years then ended. Associated costs that were included in inventory as of each of the fiscal years ended March 31, 2005, 2004, and 2003 represented no more than 2% of the total cost of revenues recorded during each of the years then ended.

      In arrangements that include multiple elements, including perpetual software licenses and maintenance and/or services, and packaged products with content updates, we allocate and defer revenue for the undelivered items based on vendor-specific objective evidence, or VSOE, of fair value of the undelivered elements, and recognize the difference between the total arrangement fee and the amount deferred for the undelivered items as revenue. Our deferred revenue consists primarily of the unamortized balance of enterprise product maintenance and consumer product content updates and totaled $1.3 billion as of March 31, 2005, of which $115 million was represented as long-term deferred revenue, on the Consolidated Balance Sheet. VSOE of each element is based on the price for which the undelivered element is sold separately. We determine fair value of the undelivered elements based on historical evidence of our stand-alone sales of these elements to third parties. When VSOE does not exist for undelivered items such as maintenance, then the entire arrangement fee is recognized ratably over the performance period. Changes to the elements in a software arrangement, the ability to identify VSOE for those elements, the fair value of the

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respective elements, and changes to a product’s estimated life cycle could materially impact the amount of earned and unearned revenue.

Reserves for Product Returns

      End-users may return our products, primarily within our Consumer Products and Enterprise Administration segments, through distributors and resellers or to us directly for a full refund within a reasonably short period from the date of purchase. Our estimated reserves for such end-user product returns, which are recorded as an offset to revenue, are based primarily on historical trends. We fully reserve for obsolete products in the distribution channels as an offset to revenue. If we made different estimates, material differences may result in the amount and timing of our net revenues for any period presented. More or less product may be returned than what was estimated and/or the amount of inventory in the channel could be different than what was estimated. These factors and unanticipated changes in the economic and industry environment could make our return estimates differ from actual results. For additional information see Schedule II on page 98.

Reserves for Rebates

      We estimate and record reserves as an offset to revenue for channel and end-user rebates, related primarily to products within our Consumer Products, Enterprise Security, and Enterprise Administration segments. Our estimated reserves for channel volume incentive rebates are based on distributors’ and resellers’ actual performance against the terms and conditions of volume incentive rebate programs, which are typically entered into quarterly. Our reserves for end-user rebates are estimated on the terms and conditions of the promotional programs, actual sales during the promotion, amount of actual redemptions received, historical redemption trends by product and by type of promotional program, and the value of the rebate. We also consider current market conditions and economic trends when estimating our reserves for rebates. If we made different estimates, material differences may result in the amount and timing of our net revenues for any period presented. For additional information see Schedule II on page 98.

Business Combinations

      When we acquire businesses, we allocate the purchase price to tangible assets and liabilities acquired and identifiable intangible assets. Any residual purchase price is recorded as goodwill. The allocation of the purchase price requires management to make significant estimates in determining the fair values of assets acquired and liabilities assumed, especially with respect to intangible assets. These estimates are based on historical experience and information obtained from the management of the acquired companies. These estimates can include, but are not limited to, the cash flows that an asset is expected to generate in the future, the appropriate weighted average cost of capital, and the cost savings expected to be derived from acquiring an asset. These estimates are inherently uncertain and unpredictable. In addition, unanticipated events and circumstances may occur which may affect the accuracy or validity of such estimates.

      At March 31, 2005, goodwill was $1.4 billion, acquired product rights were $128 million, and other identifiable intangible assets were $31 million. We assess the impairment of goodwill within our reporting units annually, or more often if events or changes in circumstances indicate that the carrying value may not be recoverable. We assess the impairment of acquired product rights and other identifiable intangible assets whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. An impairment loss would be recognized when the sum of the future net cash flows expected to result from the use of the asset and its eventual disposition is less than its carrying amount. Such impairment loss would be measured as the difference between the carrying amount of the asset and its fair value. The estimate of cash flow is based upon, among other things, certain assumptions about expected future operating performance and an appropriate discount rate determined by our management. Our estimates of discounted cash flows may differ from actual cash flows due to, among other things, economic conditions, changes to the business model, or changes in operating performance. If we made different estimates, material differences may result in write-downs of net long-lived and intangible assets, which would be reflected by charges to our operating results for any period presented.

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Accounting for Excess Facilities

      We have estimated expenses for excess facilities related to consolidating, moving, and relocating various groups or sites as a result of restructuring activities and business acquisitions. In determining our estimates, we obtained information from third party leasing agents to calculate anticipated third party sublease income and the vacancy period prior to finding a sub-lessee. Market conditions will affect our ability to sublease facilities on terms consistent with our estimates. Our ability to sublease facilities on schedule or to negotiate lease terms resulting in higher or lower sublease income than estimated will affect our accrual for site closures. Differences between estimates of related broker commissions, tenant improvements, and related exit costs may increase or decrease our accrual upon final negotiation. If we made different estimates regarding these various components of our excess facilities costs, the amount recorded for any period presented could vary materially from those actually recorded.

Income Taxes

      We make significant estimates to determine our current provision for income taxes, as well as deferred tax assets and liabilities and our income taxes payable. Our estimates relative to the current provision for income taxes take into account current tax laws, our interpretation of current tax laws, and possible outcomes of current and future audits conducted by foreign and domestic tax authorities. Changes in tax laws or our interpretation of tax laws and the resolution of current and future tax audits could significantly impact the amounts provided for income taxes in our financial position and results of operations. We also assess the likelihood that our net deferred tax assets will be realized. Realization of our net deferred tax assets is dependent upon future United States taxable income and future taxable income in certain foreign jurisdictions, as well as our implementation of prudent and feasible tax planning strategies. Our estimates regarding future profitability may change due to future market conditions, changes in United States or international tax laws, and other factors. To the extent we believe it is more likely than not that some portion or all of our net deferred tax assets will not be realized, we establish a valuation allowance against the deferred tax assets. To the extent we establish a valuation allowance or change the allowance in a period, we reflect the change with a corresponding increase or decrease to our tax provision in our Consolidated Statements of Income.

Legal Contingencies

      From time to time, we are involved in disputes that arise in the ordinary course of business, and we do not expect this trend to change in the future. We are currently involved in legal proceedings as discussed in Note 14 of the Notes to Consolidated Financial Statements.

      When the likelihood of the incurrence of costs related to our legal proceedings is probable and management has the ability to estimate such costs, we provide for estimates of external legal fees and any probable losses through charges to our Consolidated Statements of Income. These estimates have been based on our assessment of the facts and circumstances at each balance sheet date and are subject to change based upon new information and intervening events. Our accrual for legal contingencies as of March 31, 2005 represented insignificant amounts related to external legal fees and no amounts were accrued for probable losses as we believe that we have meritorious defenses to the claims against us, and we will defend ourselves vigorously. However, even if we are successful, estimated costs for external legal fees could be more than anticipated. If we are unsuccessful, we might be forced to pay significant damages and licensing fees for which we have not accrued any amounts for loss contingencies, or to modify our business practices. Any such results could materially harm our business and could result in a material adverse impact on our financial position, results of operations, or cash flows.

Results of Operations

Overview

      In fiscal 2005, we continued to pursue our goal of serving customer needs while reshaping the competitive landscape by offering new versions of integrated solutions. We believe that we continued to make progress

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toward this goal as we introduced several new product offerings while posting substantial growth in revenue and earnings.

      We operate our business within five operating segments: Consumer Products, Enterprise Security, Enterprise Administration, Services, and Other.

      Within the Consumer Products segment, we continued to grow our base of individual users and accelerated our expansion into the small business market. Our Norton brand of consumer security products continued as a market leader in desktop protection. In addition, we released new versions of our award-winning consumer products, including Norton^tm Internet Security, Norton AntiVirus, Norton Personal Firewall, Norton AntiSpam^tm, and Norton SystemWorks. These new products provide protection from viruses, intrusion attempts, and piracy threats, and offer expanded protection from emerging threats.

      Within the Enterprise Security segment, we continued to enhance and expand our product portfolio in order to address the evolving threat environment with the release of new versions of our integrated solutions: Symantec Gateway Security, Symantec Enterprise Security Manager, and Symantec Incident Manager. In addition, we maintained our focus on enhanced manageability and more comprehensive intrusion protection.

      The Enterprise Administration segment continued to benefit from our new product introductions, including the ON iCommand^tm product family related to our business acquisition of ON Technology, and Symantec Client Migration and the LiveState^tm Recovery product family related to our business acquisition of PowerQuest, both of which were acquired in the second half of fiscal 2004. Sales of our pcAnywhere product continued to decline and we expect this trend to continue due to the extended functionality of Microsoft operating system products.

      On a worldwide basis, we closed bigger deals driven by the depth and breadth of our product and service offerings. Specifically, we generated 1,347 enterprise deals greater than $100,000 each, including 353 deals greater than $300,000 each, and 63 deals greater than $1 million each. Deals greater than $1 million increased 85% in fiscal 2005 as compared to fiscal 2004. In addition, 59% of the deals greater than $100,000 involved multiple Symantec enterprise products and services.

      Cashflows were strong in fiscal 2005 as we delivered over $1.2 billion in operating cash flow. We no longer carry any debt due to the conversion of our convertible subordinated notes during fiscal 2005 and we ended fiscal 2005 with $3.2 billion in cash, cash equivalents, and short-term investments.

      Net revenues during fiscal 2005 increased as compared to fiscal 2004 due primarily to increased sales of our consumer and enterprise security products. We believe that a significant portion of the growth in demand was attributable to the continued increase in vulnerabilities, Internet attacks, and malicious code activity coupled with a growing level of awareness of these threats around the world. This growth in demand may not continue and, if it does not, our revenue growth rate may not be sustainable.

      Net revenues during fiscal 2004 increased as compared to fiscal 2003 due primarily to increased sales of our consumer and enterprise security products, which can be attributed to the numerous security threat outbreaks that occurred during fiscal 2004, including the Beagle, Welchia, Blaster, Sobig, MyDoom, and Netsky viruses. Increased demand for our security protection solutions from large organizations as well as from small businesses and consumers also contributed to the growth.

      From a regional standpoint, sales outside of the United States contributed strongly to revenue growth while sales in the United States also grew during these periods. Strength in major foreign currencies during fiscal 2005 and fiscal 2004 also positively impacted our international revenue growth.

      A significant portion of our deferred revenue balance of $971 million as of March 31, 2004 contributed to our total net revenues during fiscal 2005. Deferred revenue increased during fiscal 2005 as compared to fiscal 2004 due primarily to increased maintenance obligations.

      Our net income was $536 million, $371 million, and $248 million for fiscal 2005, 2004, and 2003, respectively, representing $0.74, $0.54, and $0.38 net income per diluted share, respectively. Our increased profitability is primarily the result of revenue growth offset in part by an increase in operating expenses largely

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attributable to an increase in employee headcount and related compensation. Approximately 75% of our headcount increase was due to the growth of the company and approximately 25% was due to business acquisitions.

      During fiscal 2005, we acquired the following businesses:

•  On June 21, 2004, we acquired Brightmail, a developer of email services and software for application service providers, Internet service providers, or ISPs, portals, and enterprises, for $318 million in cash and assumed stock options.

•  On July 7, 2004, we acquired TurnTide, a developer of antispam routers, for $28 million in cash.

•  On October 7, 2004, we acquired @stake, a digital security company that helps corporations secure their critical infrastructure and applications, for $49 million in cash.

•  On October 11, 2004, we acquired LIRIC Associates, a U.K.-based consultancy firm that offers expertise in assessing the security needs of highly complex global networks and designing the architecture and policies to secure these networks, for $15 million in cash.

•  On December 9, 2004, we acquired Platform Logic, a technology company that had developed a single host intrusion prevention product, for $30 million in cash.

      On January 28, 2005, we purchased technology patents from ReefEdge, Inc. for $800,000 in cash, which we recorded as acquired product rights.

      On December 16, 2004, we announced a definitive agreement with VERITAS Software Corporation, or VERITAS, a leading independent supplier of storage and infrastructure software products and services. Under this agreement, we would acquire all of the outstanding stock of VERITAS in exchange for 1.1242 shares of Symantec common stock for each outstanding share of VERITAS common stock. In addition, we would assume all outstanding VERITAS stock options with an exercise price less than or equal to $49.00 per share, as well as each outstanding option that was granted under certain specified VERITAS option plans, as adjusted in accordance with the exchange ratio. All other outstanding VERITAS stock options would be cancelled. The estimated purchase price is $13 billion, which includes the estimated fair value of Symantec common stock to be issued and VERITAS options to be assumed, as well as estimated direct transaction costs. We derived this estimate using an average market price per share of Symantec common stock of $25.87, which was based on an average of the closing prices for a range of trading days (December 14, 2004 through December 20, 2004, inclusive) around the announcement date (December 16, 2004) of the proposed transaction. The final purchase price would be determined based upon the number of VERITAS shares and options outstanding at the closing date. Completion of the transaction is subject to customary closing conditions that include, among others, receipt of required approvals from Symantec and VERITAS stockholders. Under terms specified in the merger agreement, Symantec or VERITAS may terminate the agreement and as a result either Symantec or VERITAS may be required to pay a $440 million termination fee to the other party in certain circumstances. While we currently anticipate that we will be in a position to complete the merger on or prior to June 30, 2005, we believe that there may be administrative benefits to completing the merger at the beginning of our second quarter of fiscal 2006. Symantec and VERITAS have therefore discussed the possibility of closing the merger during the first week of that fiscal quarter. Unless otherwise indicated, the discussions in this document relate to Symantec as a stand-alone entity and do not reflect the impact of the pending business combination transaction with VERITAS.

      Information about the various factors that management deems important in contributing to our operating results for fiscal year 2005, 2004, and 2003 is provided in the discussion below.

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Total Net Revenues

	Year Ended March 31,
	2005			2004			2003
	($ in thousands)
Net revenues	$	2,582,849		$	1,870,129		$	1,406,946
Period over period increase		712,720			463,183
		38	%		33	%

      Net revenues increased during fiscal 2005 as compared to fiscal 2004 due primarily to increases of $443 million and $191 million in sales of our consumer and enterprise security products, respectively. The increased sales of these products were due primarily to continuing growth in demand for our consumer security protection products and our enterprise virus protection solutions. We believe that a significant portion of the growth in demand was attributable to the continued increase in vulnerabilities, Internet attacks, and malicious code activity coupled with a growing level of awareness of these threats around the world. This growth in demand may not continue and, if it does not, our revenue growth rate may not be sustainable.

      Net revenues increased during fiscal 2004 as compared to fiscal 2003 due primarily to increases of $302 million and $143 million in sales of our consumer and enterprise security products, respectively. The increased sales of these products were due primarily to continuing growth in demand for our consumer security protection products and our enterprise virus protection solutions. We believe that a significant portion of the growth in demand during fiscal 2004 was attributable to the numerous security threat outbreaks that occurred during the year.

Net Revenues by Segment

Net Revenues from our Consumer Products Segment

	Year Ended March 31,
	2005			2004			2003
	($ in thousands)
Consumer Products revenues	$	1,315,201		$	871,980		$	570,266
Percentage of total net revenues		51	%		47	%		41	%
Period over period increase	$	443,221		$	301,714
		51	%		53	%

      Our Consumer Products segment focuses on delivering our Internet security and problem-solving products to individual users, home offices, and small businesses. We believe that a significant portion of the increase in revenues from our Consumer Products segment in fiscal 2005, as compared to fiscal 2004, was attributable to the continued increase in vulnerabilities, Internet attacks, and malicious code activity coupled with a growing level of awareness of these threats around the world, and this growth may not be sustainable. Specifically, the increase in our Consumer Products revenue during fiscal 2005 was due primarily to an increase of $231 million in sales of our Norton Internet Security products, a comprehensive security solution, and an increase of $185 million in sales of our Norton AntiVirus products. Sales through our electronic distribution channel (which includes sales of our Norton Internet Security products and our Norton AntiVirus products), including original equipment manufacturer, or OEM, subscription renewals, grew by $297 million in fiscal 2005 as compared to fiscal 2004.

      We believe that a significant portion of the increase in revenues from our Consumer Products segment in fiscal 2004, as compared to fiscal 2003, was attributable to the numerous security threat outbreaks that occurred in August 2003 and February 2004. Specifically, the increase in revenue from our Consumer Products segment during fiscal 2004 as compared to fiscal 2003 was due primarily to increases of $188 million and $129 million in sales of our Norton AntiVirus and Norton Internet Security products, respectively. We experienced growth in our electronic distribution channel, including OEM subscription renewals, where sales grew by $223 million in fiscal 2004 as compared to fiscal 2003. These increases were offset slightly by a decrease in sales of our other consumer products.

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Net Revenues from our Enterprise Security Segment

	Year Ended March 31,
	2005			2004			2003
	($ in thousands)
Enterprise Security revenues	$	927,443		$	736,531		$	593,552
Percentage of total net revenues		36	%		39	%		42	%
Period over period increase		190,912			142,979
		26	%		24	%

      Our Enterprise Security segment provides security solutions for all tiers of a network: at the server tier behind the gateway and at the client tier, including desktop personal computers, or PCs, laptops, and handhelds. Revenue from our Enterprise Security segment increased during fiscal 2005 as compared to fiscal 2004 due primarily to an increase of $148 million in sales of our antivirus products. In addition, revenue increased due to sales of antispam products formerly associated with Brightmail, which we acquired in June 2004.

      Similarly, revenue from our Enterprise Security segment increased during fiscal 2004 as compared to fiscal 2003 due primarily to a $131 million increase in sales of our antivirus products. This increase was attributable to the numerous security threat outbreaks that occurred in August 2003 and February 2004.

Net Revenues from our Enterprise Administration Segment

	Year Ended March 31,
	2005			2004			2003
	($ in thousands)
Enterprise Administration revenues	$	283,897		$	219,604		$	215,017
Percentage of total net revenues		11	%		12	%		15	%
Period over period increase	$	64,293		$	4,587
		29	%		2	%

      Our Enterprise Administration segment offers open and modular products and services that enable companies to effectively and efficiently manage their IT infrastructures. Revenue from our Enterprise Administration segment increased during fiscal 2005 as compared to fiscal 2004 due primarily to sales of products formerly associated with PowerQuest of $64 million and ON Technology of $29 million, which were acquired in the second half of fiscal 2004. These increases were partially offset by a continued decline in sales of our pcAnywhere product. We expect sales of our pcAnywhere product to continue to decline in the future.

      Revenue from our Enterprise Administration segment increased during fiscal 2004 as compared to fiscal 2003 due primarily to sales of PowerQuest products of $18 million and sales of ON Technology products of $6 million, after the respective dates of acquisition. These increases were partially offset by a decrease in sales of our pcAnywhere product of $19 million.

Net Revenues from our Services Segment

	Year Ended March 31,
	2005			2004			2003
	($ in thousands)
Services revenues	$	56,160		$	41,682		$	26,377
Percentage of total net revenues		2	%		2	%		2	%
Period over period increase	$	14,478		$	15,305
		35	%		58	%

      Our Services segment provides information security solutions that incorporate advanced technology, security best practices and expertise, and global resources to help enable e-business success. The increase in revenue from our Services segment during fiscal 2005 as compared to fiscal 2004 was due primarily to an increase of $11 million in sales of our consulting services. In addition, revenue from our Services segment

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increased due to the @stake, Inc. and LIRIC Associates acquisitions. We expect our Services revenue will continue to increase in the future.

      The increase in revenue from our Services segment during fiscal 2004 as compared to fiscal 2003 was due primarily to an increase of $14 million in sales of our managed security services.

Net Revenues from our Other Segment

	Year Ended March 31,
	2005		2004		2003
	($ in thousands)
Other revenues	$	148	$	332	$	1,734

      Our Other segment is comprised of sunset products and products nearing the end of their life cycle. Revenues from the Other segment during fiscal 2005, 2004 and 2003 were insignificant.

Net Revenues by Geographic Region

	Year Ended March 31,
	2005			2004			2003
	($ in thousands)
Americas	$	1,380,318	*	$	1,006,075	**	$	802,387	***
Percentage of total net revenues		53	%		54	%		57	%
Period over period increase	$	374,243		$	203,688
		37	%		25	%
EMEA	$	842,189		$	616,504		$	415,495
Percentage of total net revenues		33	%		33	%		30	%
Period over period increase	$	225,685		$	201,009
		37	%		48	%
Japan/ APAC	$	360,342		$	247,550		$	189,064
Percentage of total net revenues		14	%		13	%		13	%
Period over period increase	$	112,792		$	58,486
		46	%		31	%
Total net revenues	$	2,582,849		$	1,870,129		$	1,406,946

*  The Americas include net revenues from the United States of $1.2 billion, Canada of $99 million, and Latin America of $46 million during fiscal 2005.

**  The Americas include net revenues from the United States of $896 million, Canada of $71 million, and Latin America of $39 million during fiscal 2004.

***  The Americas include net revenues from the United States of $714 million, Canada of $54 million, and Latin America of $34 million during fiscal 2003.

      The increase in net revenues in international regions in fiscal 2005 was due to increased sales of our Norton Internet Security and Norton AntiVirus products in our Consumer Products segment and our antivirus products in our Enterprise Security segment in those regions. We believe this increase in sales is attributable to increased customer awareness related to security threats. In addition, strength in major foreign currencies positively impacted our international revenue growth during fiscal 2005 by $74 million, as compared to fiscal 2004. The strength in foreign currencies is due primarily to the strength of the Euro. We are unable to predict the extent to which revenues in future periods will be impacted by changes in foreign currency rates. If international sales become a greater proportion of our total sales in the future, changes in foreign exchange rates may have a potentially greater impact on our revenues and operating results.

      The increase in net revenues in international regions in fiscal 2004 was due primarily to increased sales of our Norton Internet Security and Norton AntiVirus products in our Consumer Products segment and our

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antivirus products in our Enterprise Security segment in those regions. In addition, strength in major foreign currencies positively impacted our international revenue growth during fiscal 2004 by $128 million, as compared to fiscal 2003. The strength in foreign currencies was due primarily to the strength of the Euro.

Gross Profit

	Year Ended March 31,
	2005			2004			2003
	($ in thousands)
Gross profit	$	2,130,740		$	1,542,575		$	1,156,830
Gross margin		82	%		82	%		82	%
Period over period increase	$	588,165		$	385,745
		38	%		33	%

      Gross profit represents net revenues less cost of revenues. Cost of revenues consists primarily of payments to OEMs under revenue-sharing arrangements, costs for producing manuals and CDs, fee-based technical support costs, costs of services, royalties paid to third parties under technology licensing agreements, packaging costs, manufacturing expenses, and amortization of acquired product rights.

      Gross margin remained flat at approximately 82% during fiscal years 2005, 2004, and 2003. We anticipate that our net revenues from our Services segment may grow and comprise a higher percentage of our total net revenues, which would have a negative impact on our gross margin, as our services typically have higher cost of revenues than our software products.

Acquired Product Rights

      Acquired product rights are comprised of developed technologies, patents, and revenue-related order backlog and contracts from acquired companies.

      During fiscal 2005, we recorded $59 million in acquired product rights as follows (in thousands):

Brightmail Incorporated	$	40,020
@stake, Inc.		9,200
TurnTide, Inc.		4,200
Platform Logic, Inc.		3,900
ReefEdge technology patents		800
LIRIC Associates Limited		540
Total	$	58,660

      During fiscal 2004, we recorded $90 million in acquired product rights as follows (in thousands):

Hilgraeve patent settlement	$	48,583
PowerQuest, Inc.		19,600
Roxio, Inc’s GoBack computer recovery system		12,583
ON Technology Corp.		7,410
Nexland, Inc.		1,000
SafeWeb Inc.		1,000
Total	$	90,176

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      During fiscal 2005, 2004, and 2003 amortization of acquired product rights was as follows:

	Year Ended March 31,
	2005			2004			2003
	($ in thousands)
Expenses	$	48,894		$	40,990		$	29,575
Percentage of total net revenues		2	%		2	%		2	%
Period over period increase	$	7,904		$	11,415
		19	%		39	%

      Amortization of acquired product rights is included in Cost of revenues in the Consolidated Statements of Income. The increased amortization during fiscal 2005, as compared to fiscal 2004, is primarily associated with the Brightmail acquisition in June 2004 and the PowerQuest acquisition in December 2003. This increase was partially offset by certain acquired product rights becoming fully amortized during fiscal 2005. The increased amortization during fiscal 2004, as compared to fiscal 2003, is primarily associated with the purchase of a security technology patent as part of a settlement in Hilgraeve, Inc. v. Symantec Corporation in August 2003 and Roxio, Inc.’s GoBack computer recovery system in April 2003. For further discussion of acquired product rights and related amortization, see Notes 3 and 4 of the Notes to Consolidated Financial Statements.

Operating Expenses

Sales and Marketing Expenses

	Year Ended March 31,
	2005			2004			2003
	($ in thousands)
Expenses	$	843,724		$	660,573		$	525,029
Percentage of total net revenues		33	%		35	%		37	%
Period over period increase	$	183,151		$	135,544
		28	%		26	%

      The increase in sales and marketing expenses in fiscal 2005, as compared to fiscal 2004, was due primarily to an increase in employee headcount resulting in an additional $118 million of employee compensation cost. In addition, we spent $44 million more on advertising and promotion activities during fiscal 2005 as compared to the prior fiscal year.

      The increase in sales and marketing expenses in fiscal 2004, as compared to fiscal 2003, was due primarily to an increase in employee headcount resulting in an additional $77 million of employee compensation cost. In addition, we spent $20 million more on advertising and promotion activities during fiscal 2004, as compared to the prior fiscal year. The remaining increase was related to increased variable sales and marketing expenses associated with increased sales.

Research and Development Expenses

	Year Ended March 31,
	2005			2004			2003
	($ in thousands)
Expenses	$	332,266		$	252,284		$	197,271
Percentage of total net revenues		13	%		13	%		14	%
Period over period increase	$	79,982		$	55,013
		32	%		28	%

      The increase in research and development expenses in fiscal 2005, as compared to fiscal 2004, resulted primarily from a $34 million increase in employee compensation due to increased headcount. In addition, research and development expenses increased by $26 million due to additional overhead costs resulting from greater infrastructure needed to support overall company growth. The remaining increase was primarily related

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to increased variable research and development costs due to growth of the company, including new product offerings from business acquisitions.

      The increase in research and development expenses in fiscal 2004, as compared to fiscal 2003, resulted primarily from a $26 million increase in employee compensation due to increased headcount. In addition, research and development expenses increased by $14 million due to additional overhead costs resulting from greater infrastructure needed to support overall company growth. The remaining increase was related to increased variable research and development costs due to growth of the company, including new product offerings from business acquisitions.

General and Administrative Expenses

	Year Ended March 31,
	2005			2004			2003
	($ in thousands)
Expenses	$	115,419		$	94,645		$	74,442
Percentage of total net revenues		4	%		5	%		5	%
Period over period increase	$	20,774		$	20,203
		22	%		27	%

      The increases in general and administrative expenses in fiscal 2005, as compared to fiscal 2004, resulted primarily from an increase in employee compensation due to increased headcount. The increased headcount and related compensation was the direct result of the growth of the company, including business acquisitions completed in the second half of fiscal 2004 and the first quarter of fiscal 2005.

      The increase in general and administrative expenses in fiscal 2004, as compared to fiscal 2003, was due primarily to an increase of $14 million in additional compensation cost resulting from increased headcount. The increase was also attributable to additional overhead costs resulting from a greater infrastructure needed to support overall company growth.

Amortization of Other Intangibles from Acquisitions

	Year Ended March 31,
	2005		2004		2003
	($ in thousands)
Expenses	$	5,416	$	2,954	$	2,787

      The increase in amortization of other intangibles from acquisitions in fiscal 2005, as compared to fiscal 2004, was primarily associated with the Brightmail acquisition in June 2004, the ON Technology acquisition in February 2004, the PowerQuest acquisition in December 2003, and the @stake, Inc. acquisition in October 2004. The increase in amortization of other intangibles from acquisitions in fiscal 2004, as compared to fiscal 2003, was primarily associated with the ON Technology acquisition in February 2004, the PowerQuest acquisition in December 2003, and the Nexland acquisition in July 2003. This increase was partially offset by certain other intangibles becoming fully amortized during fiscal 2004. For further discussion of other intangibles from acquisitions and related amortization, see Notes 3 and 4 of the Notes to Consolidated Financial Statements.

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Amortization of Deferred Stock-Based Compensation

		Year Ended March 31,
		2005		2004		2003
		($ in thousands)
Expenses:
	Sales and marketing	$	1,298	$	—	$	—
	Research and development		1,780		—		—
	General and administrative		1,446		—		—
		$	4,524	$	—	$	—

      In connection with the acquisition of Brightmail in June 2004, we assumed unvested Brightmail stock options in exchange for unvested options to purchase Symantec common stock. The intrinsic value of the assumed unvested stock options was $21 million and represented deferred stock-based compensation. During the September 2004 quarter, we reduced deferred stock-based compensation by $1 million as a result of the cancellation of a portion of those options upon employee terminations. We recorded amortization of deferred stock-based compensation related to the assumed Brightmail stock options of $3 million during fiscal 2005. We anticipate that amortization of deferred stock-based compensation related to the assumed Brightmail options will be approximately $8 million in fiscal 2006.

      On October 20, 2004, we issued 200,000 restricted shares of common stock to our current Senior Vice President of Finance and Chief Financial Officer, at a purchase price of $1,000 (representing the aggregate par value at the time of issuance), vesting 50% at each anniversary date. The market value of the common stock on the date of grant, less the purchase price, was $6 million and was recorded in Deferred stock-based compensation within Stockholders’ Equity in the Consolidated Balance Sheets during fiscal 2005. The deferred stock-based compensation is being amortized over the two-year service period beginning in October 2004. We recorded amortization of deferred stock-based compensation related to the restricted shares of $1 million during fiscal 2005.

Acquired In-Process Research and Development

	Year Ended March 31,
	2005		2004		2003
	($ in thousands)
Expenses	$	3,480	$	3,710	$	4,700

Fiscal 2005 Acquired In-Process Research and Development, or IPR&D

Brightmail

      The in-process technology acquired in the Brightmail acquisition consisted primarily of research and development related to its next generation Brightmail AntiSpam product, which protects the email networks of businesses, government agencies, and service providers, blocking spam while assuring that legitimate mail is reliably delivered.

Fiscal 2004 Acquired IPR&D

ON Technology

      The in-process technology acquired in the ON Technology acquisition consisted primarily of research and development related to its next generation CCM/iCommand and iPatch^tm products, which enable organizations and service providers to manage the full lifecycle of their computing systems over corporate networks. We are using this technology in order to construct a common platform for our Enterprise Administration segment products.

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PowerQuest

      The in-process technology acquired in the PowerQuest acquisition consisted primarily of research and development related to its Virtual Volume Imaging technology, which provides the capability to recover from server or desktop failures and minimize system downtime. We are integrating this technology into our Enterprise Administration segment product offerings.

Nexland

      The in-process technology acquired in the Nexland acquisition consisted primarily of research and development related to a next generation firewall product. We integrated this technology into our firewall and appliance series of products within our Enterprise Security segment.

Fiscal 2003 Acquired IPR&D

Riptech

      The in-process technology acquired in the Riptech acquisition consisted primarily of research and development related to the fourth generation of its Caltarian^tm technology, which provides real-time information protection through around-the-clock monitoring, analysis and response. We integrated this technology into our managed security services within our Services segment.

Recourse

      The in-process technology acquired in the Recourse acquisition consisted primarily of research and development related to new versions of ManHunt^tm, a network intrusion detection system. We integrated this technology into our intrusion detection products within our Enterprise Security segment.

SecurityFocus

      The in-process technology acquired in the SecurityFocus acquisition consisted primarily of research and development related to new versions of DeepSight Threat Management System and DeepSight Analyzer products, which are threat management systems that provide early warnings of attack, as well as countermeasures to defend against these attacks. We integrated this technology into our vulnerability management products within our Enterprise Security segment.

      The efforts required to develop the acquired in-process technology principally relate to the completion of all planning, design, development, and test activities that are necessary to establish that the product or service can be produced to meet its design specifications including features, functions, and performance.

      We determined the fair value of the acquired in-process technology by estimating the projected cash flows related to these projects and future revenues to be earned upon commercialization of the products. We discounted the resulting cash flows back to their net present values. We based the net cash flows from such projects on our analysis of the respective markets and estimates of revenues and operating profits related to these projects.

Restructuring

	Year Ended March 31,
	2005		2004		2003
	($ in thousands)
Expenses	$	2,776	$	907	$	11,089

      During fiscal 2005, we recorded $3 million of restructuring charges, of which $2 million was for costs of severance, related benefits, and outplacement services related to the termination of 51 employees located in the United States and Europe due to the consolidation and relocation of engineering and development functions. In addition we recorded an increase to the accrual of $1 million relating to the fiscal 2002

28

restructuring plan due to the termination of a sublease agreement for facilities in Eugene, Oregon. As of March 31, 2005, substantially all of the costs were paid.

      During fiscal 2004, we recorded $1 million of restructuring charges for costs of severance, related benefits, and outplacement services for a member of our senior management team, as well as an increase to the accrual for excess facilities in Eugene, Oregon in connection with our fiscal 2002 restructuring plan. As of March 31, 2005, substantially all of the costs were paid.

      During fiscal 2003, we recorded $11 million of restructuring charges, including costs of severance, related benefits, and outplacement services of $8 million and costs associated with the consolidation of certain facilities in the United States and Europe of $3 million. The costs resulted from relocating certain development, sales, and finance activities, realigning certain worldwide marketing efforts, and outsourcing our North American and European consumer support functions. As a result, we terminated 424 employees. As of March 31, 2005, substantially all of the costs were paid.

      In connection with our proposed merger with VERITAS, we may incur substantial restructuring costs in future periods. We may ultimately record liabilities for severance or relocation costs related to VERITAS employees, costs of vacating some facilities (leased or owned) of VERITAS, or other costs associated with exiting activities of VERITAS. Any such liabilities would be recorded as an adjustment to the purchase price and an increase in goodwill. In addition, we may incur significant restructuring charges upon completion of the merger or in subsequent quarters for severance or relocation costs related to Symantec employees, costs of vacating some facilities (leased or owned) of Symantec, and other costs associated with exiting activities of Symantec. Any such restructuring charges would be recorded as an expense in the Consolidated Statements of Income in the period in which they were incurred.

Integration Planning

      On December 16, 2004, we announced a definitive agreement with VERITAS under which we would acquire all the outstanding stock of VERITAS. In connection with this pending acquisition, we have recorded integration planning costs of $3.5 million in fiscal 2005.

Patent Settlement

      On May 12, 2005, we resolved the Altiris patent litigation matters with a cross-licensing agreement that resolves all legal claims between the companies. As part of a settlement, we paid Altiris $10 million for use of the disputed technology. This transaction will be recorded in the June 2005 quarter.

      On March 31, 2005, we entered into a patent license agreement with Tumbleweed Communications Corporation. The total cost of the patent license agreement was $1 million, which was paid in cash in March 2005. Under the transaction, we recorded $375,000 of patent settlement costs in the March 2005 quarter that was related to benefits received by us in and prior to the March 2005 quarter. The remaining amount was recorded as an asset and is being amortized to Cost of revenues in the Consolidated Statements of Income over the remaining life of the patent, which expires in March 2010.

      On August 6, 2003, we purchased a security technology patent as part of a settlement in Hilgraeve, Inc. v. Symantec Corporation. As part of the settlement, we also received licenses to the remaining patents in Hilgraeve’s portfolio. The total cost of purchasing the patent and licensing additional patents was $63 million, which was paid in cash in August 2003. Under the transaction, we recorded $14 million of patent settlement costs in the June 2003 quarter that was related to benefits received by us in and prior to the June 2003 quarter. The remaining $49 million was recorded as acquired product rights and is being amortized to Cost of revenues in the Consolidated Statements of Income over the remaining life of the primary patent, which expires in June 2011.

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Operating Income

	Year Ended March 31,
	2005			2004			2003
	($ in thousands)
Operating income	$	819,266		$	513,585		$	341,512
Percentage of total net revenues		32	%		27	%		24	%
Period over period increase	$	305,681		$	172,073
		60	%		50	%

      Operating income increased during fiscal 2005, as compared to fiscal 2004, due primarily to increased revenue growth of 38% during fiscal 2005, partially offset by increased operating expenses as discussed above. Operating income increased during fiscal 2004, as compared to fiscal 2003, due primarily to increased revenue growth of 33% during fiscal 2004, partially offset by increased operating expenses as discussed above.

Non-operating Income and Expense

		Year Ended March 31,
		2005			2004			2003
		($ in thousands)
Interest and other income, net		$	51,185		$	40,254		$	36,407
Interest expense			(12,323	)		(21,164	)		(21,166	)
Income, net of expense, from sale of technologies and product lines			—			9,547			6,878
	Subtotal	$	38,862		$	28,637		$	22,119
Percentage of total net revenues			2	%		2	%		2	%
Period over period increase		$	10,225		$	6,518
			36	%		29	%

      The increase in interest and other income, net in fiscal 2005 as compared to fiscal 2004, was due to a higher average investment balance and higher average interest rates. The increase in interest and other income, net in fiscal 2004 as compared to fiscal 2003, was due to a higher average investment balance, partially offset by lower average interest rates.

      Interest expense during fiscal 2005, 2004, and 2003 was primarily related to the issuance of our $600 million 3% convertible subordinated notes in October 2001. In November 2004, substantially all of the outstanding convertible subordinated notes were converted into 70.3 million shares of our common stock and the remainder was redeemed for cash. We will not incur further interest expense with respect to these notes.

      Income, net of expense, from sale of technologies and product lines during fiscal 2004 and 2003 primarily related to royalty payments received in connection with the licensing of substantially all of the ACT! product line technology. In December 2003, Interact purchased this technology from us.

Provision for Income Taxes

	Year Ended March 31,
	2005			2004			2003
	($ in thousands)
Tax provision on earnings	$	267,720		$	171,603		$	115,193
Effective tax rate on earnings		31	%		32	%		32	%
Tax provision on repatriation	$	54,249		$	—		$	—
Total tax provision	$	321,969		$	171,603		$	115,193
Total effective tax rate		38	%		32	%		32	%

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      Our effective tax rate on income before taxes was approximately 38%, 32%, and 32% during fiscal 2005, 2004, and 2003 respectively. The higher effective tax rate in fiscal 2005 reflects the additional tax expense attributable to the $500 million of foreign earnings that we repatriated under the American Jobs Creation Act.

American Jobs Creation Act of 2004-Repatriation of Foreign Earnings

      On October 22, 2004, the American Jobs Creation Act of 2004, or the Jobs Act, was signed into law. Under the Jobs Act, we may elect an 85% dividends-received deduction for repatriating eligible dividends from our foreign subsidiaries in either the year ended March 31, 2005 or 2006. Certain criteria must be met to qualify for the deduction, including the establishment of a domestic reinvestment plan by our Chief Executive Officer, and the approval of the plan by our Board of Directors, whereby the repatriated earnings must be reinvested in the United States. The maximum amount of our foreign earnings that qualify for the deduction is $500 million.

      During the March 2005 quarter, we repatriated $500 million from certain of our foreign subsidiaries under the Jobs Act provisions. We recorded a tax charge for this repatriation of approximately $54 million in accordance with tax laws existing at the time.

      The $500 million repatriation under the Jobs Act was deemed to be distributed entirely from foreign earnings that had been previously treated as indefinitely reinvested. However, this distribution from previously indefinitely reinvested earnings does not change our position going forward that future earnings of certain of our foreign subsidiaries will be indefinitely reinvested.

      In May 2005, clarifying language was issued by the U.S. Department of the Treasury and the Internal Revenue Service with respect to the treatment of foreign taxes paid on the earnings repatriated under the Jobs Act. As a result of this clarifying language, we will reduce the $54 million tax expense attributable to the $500 million repatriation by approximately $20 million, to $34 million. This reduction in tax expense will be recorded in our first quarter of fiscal 2006.

Liquidity and Capital Resources

		Year Ended March 31,
		2005			2004			2003
		(In thousands)
Net cash provided by (used in):
	Operating activities	$	1,207,459		$	902,605		$	599,238
	Investing activities		(663,159	)		(795,598	)		(771,973	)
	Financing activities		(31,990	)		129,154			73,379
Effect of exchange rate fluctuations on cash and cash equivalents			18,261			30,095			14,725
Net change in cash and cash equivalents			530,571			266,256			(84,631	)

      Our principal source of liquidity as of March 31, 2005 is our existing cash, cash equivalents, and short-term investments of $3.2 billion, as well as cash that we generate over time from our operations. We believe that our cash balances and the cash flows generated by operations will be sufficient to satisfy our anticipated cash needs for working capital and capital expenditures for at least the next 12 months.

Operating Activities

      Net cash provided by operating activities during fiscal 2005 resulted largely from net income of $536 million, plus non-cash depreciation and amortization charges of $132 million, the income tax benefit from employee stock plans of $109 million, and deferred income taxes of $61 million. In addition, our deferred revenue increased by $319 million and income taxes payable increased by $56 million. We expect operating cash flow to continue to be positive in the future.

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      Net cash provided by operating activities during fiscal 2004 resulted largely from net income of $371 million, plus non-cash depreciation and amortization charges of $117 million and the income tax benefit from employee stock plans of $67 million. Deferred revenue increased by $345 million, partially offset by an increase in accounts receivable of $83 million. In addition, income taxes payable increased by $54 million.

      Net cash provided by operating activities during fiscal 2003 resulted largely from net income of $248 million, plus non-cash depreciation and amortization charges of $103 million and the income tax benefit from employee stock plans of $40 million. Deferred revenue increased by $223 million, partially offset by an increase in accounts receivable of $48 million.

Investing Activities

      Net cash used in investing activities during fiscal 2005 was primarily the result of payments for business acquisitions of $424 million and net purchases of short-term investments of $143 million.

      Net cash used in investing activities during fiscal 2004 was primarily the result of net purchases of short-term investments of $332 million, payments for business acquisitions of $287 million, and capital expenditures of $111 million.

      Net cash used in investing activities during fiscal 2003 was primarily the result of payments for business acquisitions of $376 million and net purchases of short-term investments of $323 million.

      We expect to continue our investing activities, including investments in short-term instruments. Furthermore, cash reserves may be used for strategic acquisitions of software companies or technologies that are complementary to our business.

Financing Activities

      During fiscal 2005, we repurchased 7.8 million shares under our stock repurchase authorization approved by our Board of Directors, at prices ranging from $21.05 to $30.77 per share, for an aggregate amount of $192 million. In addition, during fiscal 2005, we received $160 million from the sale of our common stock through employee benefit plans.

      During fiscal 2004, we received $189 million from the sale of our common stock through employee benefit plans. In addition, we repurchased 3.0 million shares under our stock repurchase authorization approved by our Board of Directors, at prices ranging from $19.52 to $20.82 per share, for an aggregate amount of $60 million.

      During fiscal 2003, we received $138 million from the sale of our common stock through employee benefit plans. In addition, we repurchased 8.8 million shares at prices ranging from $6.99 to $7.49 per share, for an aggregate amount of $64 million.

      On January 16, 2001, our Board of Directors replaced an earlier stock repurchase authorization with a new authorization to repurchase up to $700 million of Symantec common stock, not to exceed 60.0 million shares, with no expiration date. On January 20, 2004, our Board of Directors increased the dollar amount of our stock repurchase authorization from $700 million to $940 million, without any specific limit on the number of shares to be repurchased. On October 19, 2004, our Board of Directors increased the dollar amount of our stock repurchase authorization by $300 million, without any specific limit on the number of shares to be repurchased. In connection with the stock repurchase authorizations, we have a repurchase plan under Rule 10b5-1 to facilitate stock repurchases up to $60 million per quarter. Pending the completion of the proposed merger with VERITAS, we will be subject to a regulatory limitation that limits the level of quarterly repurchases allowed.

      On March 28, 2005, the Board of Directors increased the dollar amount of authorized stock repurchases by $3 billion effective upon completion of the VERITAS merger, without any specific limit on the number of shares to be repurchased. We expect to repurchase shares pursuant to this authorization for cash as business conditions warrant between the date of the completion of the merger and March 31, 2006. Excluding the post-merger authorization, as of March 31, 2005, $475 million remained authorized by our Board of Directors.

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Contractual Obligations

      The contractual obligations presented in the table below represent our estimates of future payments under fixed contractual obligations and commitments. Changes in our business needs, cancellation provisions, changing interest rates, and other factors may result in actual payments differing from the estimates. We cannot provide certainty regarding the timing and amounts of payments. We have presented below a summary of the most significant assumptions used in our information within the context of our consolidated financial position, results of operations, and cash flows. The following table summarizes our fixed contractual obligations and commitments as of March 31, 2005:

				Payments Due In
		Total
		Payments				Fiscal 2007		Fiscal 2009		Fiscal 2011
		Due		Fiscal 2006		and 2008		and 2010		and thereafter
		(In thousands)
Purchase obligations		$	78,756	$	78,756	$	—	$	—	$	—
Operating leases			119,094		41,147		51,541		14,558		11,848
	Total contractual obligations	$	197,850	$	119,903	$	51,541	$	14,558	$	11,848

Pending Merger

      On December 16, 2004, we announced a definitive agreement with VERITAS under which we would acquire all of the outstanding stock of VERITAS in exchange for 1.1242 shares of Symantec common stock for each outstanding share of VERITAS common stock. The transaction is subject to customary closing conditions. Under certain terms specified in the merger agreement, Symantec or VERITAS may terminate the agreement and as a result either Symantec or VERITAS may be required to pay a $440 million termination fee to the other party in certain circumstances.

Development Agreement

      During the March 2005 quarter, we entered into a development agreement in the amount of $22 million in connection with the refurbishment of a building in Dublin, Ireland. Payment of this amount is contingent upon the achievement of certain agreed-upon milestones. As none of these milestones have been reached as of March 31, 2005, there is no accrual relative to the $22 million commitment included in our liabilities on our Consolidated Balance Sheet as of March 31, 2005.

Royalties

      We have certain royalty commitments associated with the shipment and licensing of certain products. Royalty expense is generally based on a dollar amount per unit shipped or a percentage of underlying revenue and has not been included in the table above. Certain royalty commitments have minimum commitment obligations; however, as of March 31, 2005 all such obligations are immaterial.

Indemnification

      As permitted under Delaware law, we have agreements whereby we indemnify our officers and directors for certain events or occurrences while the officer or director is, or was, serving at our request in such capacity. The indemnification period covers all pertinent events and occurrences during the officer’s or director’s lifetime. The maximum potential amount of future payments we could be required to make under these indemnification agreements is not limited; however, we have director and officer insurance coverage that reduces our exposure and enables us to recover a portion or all of any future amounts paid. We believe the estimated fair value of these indemnification agreements in excess of applicable insurance coverage is minimal.

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Newly Adopted And Recently Issued Accounting Pronouncements

      In December 2004, the Financial Accounting Standards Board, or FASB, issued SFAS No. 123R, Share-Based Payment, which requires companies to measure and recognize compensation expense for all stock-based payments at fair value. SFAS No. 123R is effective for annual periods beginning after June 15, 2005 and, thus, will be effective for us beginning with the first quarter of fiscal 2007. We are currently evaluating the impact of SFAS No. 123R on our financial position and results of operations. See Stock-Based Compensation in Summary of Significant Accounting Policies for information related to the pro forma effects on our reported net income and net income per share when applying the fair value recognition provisions of the previous SFAS No. 123, Accounting for Stock-Based Compensation, to stock-based employee compensation.

      In December 2004, the FASB issued SFAS No. 153, Exchanges of Nonmonetary Assets — An Amendment of APB Opinion No. 29, Accounting for Nonmonetary Transactions. SFAS No. 153 eliminates the exception from fair value measurement for nonmonetary exchanges of similar productive assets in paragraph 21(b) of APB Opinion No. 29, Accounting for Nonmonetary Transactions, and replaces it with an exception for exchanges that do not have commercial substance. SFAS No. 153 specifies that a nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. SFAS No. 153 is effective for fiscal periods beginning after June 15, 2005. The adoption of SFAS No. 153 did not have a material impact on our consolidated financial position, results of operations, or cash flows.

      In October 2004, the FASB issued Emerging Issues Task Force Issue No., or EITF, 04-1, Accounting for Preexisting Relationships between the Parties to a Business Combination, which provides new guidance for the accounting for preexisting relationships between the parties to a business combination. Additionally, EITF 04-1 includes additional disclosure requirements for business combinations between parties with a preexisting relationship. EITF 04-1 is effective for fiscal periods beginning after October 13, 2004. The adoption of EITF 04-1 did not have a material impact on our consolidated financial position, results of operations, or cash flows.

      In June 2004, the FASB issued EITF 02-14, Whether an Investor Should Apply the Equity Method of Accounting to Investments Other Than Common Stock. EITF 02-14 addresses whether the equity method of accounting applies when an investor does not have an investment in voting common stock of an investee but exercises significant influence through other means. EITF 02-14 states that an investor should only apply the equity method of accounting when it has investments in either common stock or in-substance common stock of a corporation, provided that the investor has the ability to exercise significant influence over the operating and financial policies of the investee. The accounting provisions of EITF 02-14 are effective for reporting periods beginning after September 15, 2004. The adoption of EITF 02-14 did not have a material impact on our consolidated financial position, results of operations, or cash flows.

      In March 2004, the FASB issued EITF 03-1, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments, which provides new guidance for assessing impairment losses on investments. Additionally, EITF 03-1 includes new disclosure requirements for investments that are deemed to be temporarily impaired. In September 2004, the FASB delayed the accounting provisions of EITF 03-1; however, the disclosure requirements remain effective for annual periods ending after June 15, 2004. The adoption of the disclosure provisions of EITF 03-1 did not have a material impact on our consolidated financial statements. We do not expect the accounting provisions of EITF 03-1 to have a material impact on our consolidated financial position, results of operations, or cash flows.

Business Risk Factors

      The following risk factors present certain risks relative to Symantec without giving effect to the proposed merger with VERITAS. We have provided in the joint proxy statement/prospectus that was first mailed to our stockholders on May 23, 2005, under the caption “Risk Factors — Risks Related to Symantec After the Merger,” risks that we believe may apply to Symantec and VERITAS operating as a combined company if the merger is completed. The joint proxy statement/prospectus is included in our Registration Statement on Form S-4 which is on file with the Securities and Exchange Commission.

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      There are numerous risks associated with our recent entry into an agreement to merge with VERITAS. On December 16, 2004 we announced that we had entered into an agreement to merge with VERITAS in a transaction where VERITAS would become our wholly-owned subsidiary and the outstanding shares of VERITAS common stock would convert into the right to receive shares of our common stock representing approximately 40% of our outstanding shares following the merger. There are numerous risks associated with our having entered into this agreement, including the following:

      We cannot assure you that all conditions to the merger will be completed and the merger consummated.  The merger is subject to the satisfaction of closing conditions, including the approval of our and VERITAS’ stockholders, and we cannot assure you that the merger will be completed. In the event the merger is not completed, we may be subject to many risks, including the costs related to the proposed merger, such as legal, accounting, and advisory fees, which must be paid even if the merger is not completed, or the payment of a large termination fee to VERITAS under specified circumstances. If the merger is not completed, the market price of our common stock could decline.

      Completion of the merger may result in dilution of net income per share.  The completion of the merger may not result in improved net income per share of Symantec or in a financial condition superior to that which we would have achieved on a stand-alone basis. The merger could fail to produce the benefits that we anticipate, or could have other adverse effects that we currently do not foresee. In addition, some of the assumptions that we have relied upon, such as the achievement of operating synergies, may not be realized. In this event, the merger could result in a reduction of our net income per share as compared to the net income per share that we would have achieved if the merger had not occurred.

      If we and VERITAS fail to successfully integrate our operations, the combined company may not realize the potential benefits of the merger.  If the merger is completed, the integration of Symantec and VERITAS will be a time consuming and expensive process and may disrupt our operations if it is not completed in a timely and efficient manner. If this integration effort is not successful, our results of operations could be harmed, employee morale could decline, key employees could leave, and customers could cancel existing orders or choose not to place new ones. In addition, we may not achieve anticipated synergies or other benefits of the merger. Following the merger, Symantec and VERITAS must operate as a combined organization utilizing common information and communication systems, operating procedures, financial controls, and human resources practices. We may encounter the following difficulties, costs, and delays involved in integrating these operations:

•  Failure to successfully manage relationships with customers and other important relationships

•  Failure of customers to accept new services or to continue using the products and services of the combined company

•  Difficulties in successfully integrating the management teams and employees of Symantec and VERITAS

•  Challenges encountered in managing larger, more geographically dispersed operations

•  Loss of key employees

•  Diversion of the attention of management from other ongoing business concerns

•  Potential incompatibility of technologies and systems

•  Potential impairment charges incurred to write down the carrying amount of intangible assets generated as a result of the merger

•  Potential incompatibility of business cultures

      If the combined company’s operations after the merger do not meet the expectations of existing customers of Symantec or VERITAS, then these customers may cease doing business with the combined company altogether, which would harm our results of operations and financial condition.

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      Costs associated with the merger are difficult to estimate, may be higher than expected, and may harm the financial results of the combined company.  We have incurred substantial direct transaction costs associated with the merger and additional costs associated with consolidation and integration of operations and we expect to continue to incur substantial costs for these purposes. If the total costs of the merger exceed estimates or the benefits of the merger do not exceed the total costs of the merger, our financial results could be adversely affected.

      Fluctuations in our quarterly financial results have affected the price of our common stock in the past and could affect our stock price in the future. Our quarterly financial results have fluctuated in the past and are likely to vary significantly in the future. If our quarterly financial results or our predictions of future financial results fail to meet the expectations of securities analysts and investors, our stock price could be negatively affected. Any volatility in our quarterly financial results may make it more difficult for us to raise capital in the future or pursue acquisitions that involve issuances of our stock or securities convertible into, or exercisable for, our stock. You should not rely on the results of prior periods as predictors of our future performance.

      Factors associated with the conduct of our business may cause fluctuations in our quarterly financial results. A number of factors associated with the operation of our business may cause our quarterly financial results to fluctuate, including our ability to:

•  Effectively align sales resources to meet customer needs and address market opportunities

•  Timely release of new or enhanced versions of our products

•  Effectively manage the integration of recent acquisitions, including our proposed merger with VERITAS

•  Effectively respond to competitive pressures

•  Effectively manage our operating expense levels

      Quarterly changes in our financial results could cause the trading price of our common stock to fluctuate significantly.

      Factors associated with our industry and the markets for our products may cause fluctuations in our quarterly financial results. A number of factors associated with our industry and the markets for our products, many of which are outside our control, may cause our quarterly financial results to fluctuate, including:

•  Reduced demand for any of our products

•  Entry of new competition into our markets

•  Timing and impact of threat outbreaks (e.g. worms and viruses)

•  Cancellation, deferral, or limitation of orders by customers

•  Fluctuations in foreign currency exchange rates

•  The rate of adoption of new product technologies and new releases of operating systems

•  Weakness or uncertainty in general economic or industry conditions

      Any of the foregoing factors could cause the trading price of our common stock to fluctuate significantly.

      The timing of orders by customers and channel partners may cause fluctuations in our quarterly financial results. The timing and amount of orders by customers and channel partners and seasonality in the buying patterns of customers may cause our quarterly results to fluctuate. The risk of quarterly fluctuations is increased by the fact that a significant portion of our quarterly net revenues has historically been generated during the last month of each fiscal quarter. Most resellers have tended to make a majority of their purchases at the end of a fiscal quarter. In addition, many enterprise customers negotiate site licenses near the end of each quarter. Due to the unpredictability of these end-of-period buying patterns, forecasts may not be achieved, either because expected sales do not occur or because they occur at lower prices or on terms that are

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less favorable to us. If we do not achieve our forecasted results for a particular quarterly period, our stock price could decline significantly.

      Accounting charges may cause fluctuations in our quarterly financial results. Our financial results have been in the past, and may continue to be in the future, materially affected by non-cash and other accounting charges, including:

•  Amortization of intangible assets, including acquired product rights

•  Stock-based compensation expense

•  Restructuring charges and reversals of those charges

      Our proposed merger with VERITAS would result in increases in the foregoing types of charges. In particular, we expect to record approximately $3 billion of intangible assets, including acquired product rights, in connection with the merger on which we will be required to record future amortization charges. We also expect to record stock compensation expense related to the stock options to purchase VERITAS common stock assumed by us. The foregoing types of accounting charges may also be incurred in connection with other business acquisitions. The price of our common stock could decline to the extent that our financial results are materially affected by the foregoing accounting charges.

      Our markets are competitive and our financial results and financial condition could be adversely affected if we are unable to anticipate or react to this competition. Our markets are competitive. If we are unable to anticipate or react to competition or if existing or new competitors gain market share, our sales may decline or be impaired and we may experience a decline in the prices we can charge for our products, which could adversely affect our operating results. Our competitive position depends on several factors, including:

•  Our ability to respond to product price decreases implemented by our competitors

•  Our ability to adapt effectively to the continued development, acquisition, or licensing of technology or product rights by our competitors

•  Our ability to enhance our products or develop new products that are compatible with new hardware and operating systems

•  Our ability to adapt to changing technological demands

•  Our strategic decisions regarding the best allocation of our limited resources

      Our competitors include or may include the following:

•  Independent software vendors who may offer products that directly compete with our products or bundle their software products with software offered by another vendor either directly or as part of a hardware appliance

•  Large operating system providers and network equipment and computer hardware manufacturers who may include security, remote access, or virus protection tools in their product offerings

•  ISPs that provide security functionality to their subscribers at no additional fee

      Microsoft has added security and remote access features to new versions of its operating system products. In addition, Microsoft has recently announced the acquisition of companies that offer security products that compete more directly with our security products. Microsoft’s recent acquisitions include a provider of server-based antivirus, antispam, and content filtering products, and a provider of antispyware and other Internet security products. In addition, Microsoft has recently announced and has launched the internal testing of an online suite that includes automated protection, maintenance, and performance tuning. This consumer subscription service, Windows OneCare, is expected to be a fee-based service available to the general public by the end of calendar 2005. Microsoft has also recently introduced a free antispyware product for the consumer market. In the future, Microsoft may offer additional security features or products that compete with our security products.

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      Many of our strategic partners offer software products, and customers may prefer to purchase software and hardware that is produced by the same vendor. In addition, these vendors may choose not to offer our products to their customers or to limit our access to their hardware platforms. Similarly, some software vendors may choose to bundle their software with their own or other vendors’ software or may limit our access to standard product interfaces and inhibit our ability to develop products for their platform.

      Several of our current and potential competitors have greater financial, technical, sales, marketing, and other resources than we do and consequently may have an ability to influence customers to purchase their products instead of ours. Our future and existing competitors could introduce products with superior features, scalability, and functionality at lower prices than our products, and could also bundle existing or new products with other more established products in order to compete with us. Our competitors could also gain market share by acquiring or forming strategic alliances with our other competitors and ISPs such as AOL and Comcast. In addition, because new distribution methods offered by the Internet and electronic commerce have removed many of the barriers to entry historically faced by start-up companies in the software industry, we may face additional sources of competition in the future. If we do not adapt our business in the face of this competition, our business and operating results may be harmed.

      Because we derive a majority of our license revenues from sales of a few product lines, any decline in demand for these products could severely harm our ability to generate revenues. We derive a majority of our revenues from a limited number of software products, including our antivirus and Internet security products. In addition, our software products are concentrated within the markets for data security. Net revenues from sale of our antivirus products within our Consumer Products and Enterprise Security segments represented 51%, 55%, and 51% of our total net revenues for fiscal 2005, 2004, and 2003, respectively. Net revenues from sales of our Norton Internet Security product within our Consumer Products segment represented 18%, 12%, and 7% of our total net revenues during fiscal 2005, 2004, and 2003, respectively. As a result, we are particularly vulnerable to fluctuations in demand for these products, whether as a result of competition, product obsolescence, technological change, budget constraints of our potential customers, or other factors. If our revenues derived from these software products were to decline significantly, our business and operating results would be adversely affected.

      There is uncertainty as to whether or not we will be able to sustain the growth rates in sales of our products, particularly our consumer security products. Over the last several quarters, we have experienced a higher than expected rate of growth in sales of our consumer security protection products, and we expect that we will not be able to sustain this high growth rate on a consistent basis. We believe that consumer security protection sales have been spurred by a number of factors, including increased broadband usage and increased awareness of security threats to consumer systems, including several well publicized viruses. The impact of these factors may diminish over time with greater market penetration, and it is possible that our growth rates in sales of consumer security protection products may decline.

      If we are unable to develop new and enhanced products that achieve widespread market acceptance, we may be unable to recover product development costs, and our earnings and revenues may decline. Our future success depends on our ability to address the rapidly changing needs of our customers by developing and introducing new products, product upgrades, and services on a timely basis. We have incurred, and we will need to continue to incur, significant research and development expenditures in future periods as we strive to remain competitive. New product development and introduction involve a significant commitment of time and resources and are subject to a number of risks and challenges, including:

•  Keeping pace with technological developments by competitors and customers

•  Extending the operation of our products to new platforms and operating systems

•  Entering into new and unproven markets with which we have limited experience

•  Managing new product and service strategies

•  Managing the length of the development cycle for new products and product enhancements, which has frequently been longer than we originally expected

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•  Adapting to emerging and evolving industry standards

•  Incorporating acquired products and technologies

•  Developing new sales channels

•  Obtaining source code licenses from operating system owners on reasonable terms

      If we are not successful in managing these risks and challenges, or if our new product introductions are not technologically competitive or do not achieve market acceptance, we will have expended substantial resources and capital without realizing sufficient revenues in return, and our business and operating results could be adversely affected.

      We have grown, and may continue to grow, through acquisitions that give rise to risks and challenges that could adversely affect our future financial results. We have in the past acquired, and we expect in the future to acquire, other businesses, business units, and technologies. Acquisitions involve a number of special risks and challenges, including:

•  Complexity, time, and costs associated with integration of acquired business operations, employees, products, and technologies into our existing business, workforce, and product lines

•  Diversion of management time and attention from our existing business and other business opportunities

•  Loss or termination of employees, including costs associated with the termination of those employees

•  Assumption of debt or other liabilities of the acquired business, including litigation related to alleged liabilities of the acquired business

•  The incurrence of additional acquisition-related debt as well as increased expenses and working capital requirements

•  Dilution of stock ownership of existing stockholders or earnings per share

•  Increased costs and efforts in connection with compliance with Section 404 of the Sarbanes-Oxley Act

•  Substantial accounting charges for amortization of intangible assets, restructuring and related expenses, stock-based compensation expense, write-offs of in-process research and development, and impairment of goodwill

      Integrating acquired businesses has been and will continue to be a complex, time consuming, and expensive process. To integrate acquired businesses, we must implement our technology systems in the acquired operations and integrate and manage the personnel of the acquired operations. Our success in completing the integration of acquired businesses may impact the market acceptance of such acquisitions, and our willingness to acquire additional businesses in the future. Other challenges of integration include our ability to incorporate acquired products and business technology into our existing product lines, including consolidating technology with duplicative functionality or designed on a different technological architecture, and our ability to sell the acquired products through our existing or acquired sales channels. We also must effectively integrate the different cultures of acquired business organizations into our own in a way that aligns common interests. Further, the difficulties of integrating acquired businesses could disrupt our ongoing business, distract our management focus from other opportunities and challenges, and increase our expenses and working capital requirements.

      Any of the foregoing and other factors could harm our ability to achieve anticipated levels of profitability from acquired businesses or to realize other anticipated benefits of acquisitions. We may face difficulties in entering markets in which we have no or limited direct prior experience and where competitors in such markets have stronger market positions. Mergers and acquisitions of high technology companies are inherently risky, and no assurance can be given that our previous or future acquisitions will be successful and will not materially adversely affect our business, operating results, or financial condition.

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      We have authorized the use of a substantial amount of our cash for the repurchase of our shares, and this use of funds may limit our ability to complete other transactions or to pursue other business initiatives. In March 2005, our board of directors approved the expansion of our previously authorized share repurchase program by authorizing an additional $3 billion of cash to be used for this purpose following completion of our merger with VERITAS. With this increase, we have approximately $3.5 billion of funding authorized for the repurchase of shares under this program. We expect to repurchase shares for cash as business conditions warrant between the date of the completion of the merger and the end of our fiscal year 2006, which ends on March 31, 2006. The full implementation of this repurchase program will use a significant portion of our cash reserves. This use of cash could limit our future flexibility to complete acquisitions of businesses or technology or other transactions or make investments in research and development, new employee hiring, or other aspects of our operations that might be in our best interests, or could require that we borrow money or issue additional equity securities for such purposes. Any incurrence of debt may not be on terms favorable to us and could result in our being subject to covenants or other contractual restrictions that limit our ability to take advantage of other opportunities that may arise. Any such incurrence of debt would likely increase our interest expense, and any issuance of additional equity securities would dilute the stock ownership of existing stockholders. We have in the past repurchased shares under our repurchase program at prices that are higher than the current trading prices of our common stock, and the prices at which we repurchase shares under the expanded repurchase program may exceed the prices at which our shares trade following such repurchases.

      Our international operations involve special risks that could increase our expenses, adversely affect our operating results, and require increased time and attention of our management. We derive a substantial portion of our revenues from customers located outside of the U.S. and we have significant operations outside of the U.S., including engineering, sales, customer support, and production operations. We plan to expand our international operations, but such expansion is contingent upon the financial performance of our existing international operations as well as our identification of growth opportunities. Our international operations are subject to risks in addition to those faced by our domestic operations, including:

•  Potential loss of proprietary information due to piracy, misappropriation, or laws that may be less protective of our intellectual property rights

•  Imposition of foreign laws and other governmental controls, including trade and labor restrictions and related laws that reduce the flexibility of our business operations

•  Enactment of additional regulations or restrictions on the use, import, or export of encryption technologies, which could delay or prevent the acceptance and use of encryption products and public networks for secure communications

•  Fluctuations in currency exchange rates and economic instability such as higher interest rates and inflation, which could reduce our customers’ ability to obtain financing for software products or which could make our products more expensive in those countries

•  Limitations on future growth or inability to maintain current levels of revenues from international sales if we do not invest sufficiently in our international operations

•  Longer payment cycles for sales in foreign countries and difficulties in collecting accounts receivable

•  Difficulties in staffing, managing, and operating our international operations, including difficulties related to administering our stock plans in some foreign countries

•  Difficulties in coordinating the activities of our geographically dispersed and culturally diverse operations

•  Seasonal reductions in business activity in the summer months in Europe and in other periods in other countries

•  Reduced sales due to the failure to obtain any required export approval of our technologies, particularly our encryption technologies

•  Costs and delays associated with developing software in multiple languages

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•  Political unrest, war, or terrorism, particularly in areas in which we have facilities

      A significant portion of our transactions outside of the U.S. are denominated in foreign currencies. Accordingly, our future operating results will continue to be subject to fluctuations in foreign currency rates. Although we hedge against our foreign currency exposure, hedging foreign currency transaction exposures is complex and subject to uncertainty. We may be negatively affected by fluctuations in foreign currency rates in the future, especially if international sales continue to grow as a percentage of our total sales.

      We receive significant tax benefits from sales to our non-U.S. customers. These benefits are contingent upon existing tax regulations in both the U.S. and in the countries in which our international operations are located. Future changes in domestic or international tax regulations could adversely affect our ability to continue to realize these tax benefits.

      If we lose key personnel or fail to integrate replacement personnel successfully, our ability to manage our business could be impaired. Our future success depends upon the continued service of our key management, technical, sales, and other critical personnel. Our officers and other key personnel are employees-at-will, and we cannot assure you that we will be able to retain them. Key personnel have left our company in the past and there likely will be additional departures of key personnel from time to time in the future. The loss of any key employee could result in significant disruptions to our operations, including adversely affecting the timeliness of product releases, the successful implementation and completion of company initiatives, and the results of our operations. In addition, the integration of replacement personnel could be time consuming, may cause additional disruptions to our operations, and may be unsuccessful.

      If we are unable to attract and retain qualified employees and manage our employee base effectively, we may be unable to develop new and enhanced products, effectively manage or expand our business, or increase our revenues. Our future success depends upon our ability to recruit and retain highly skilled management, sales, marketing, financial, and technical personnel. However, competition for people with the specific skills that we require is significant. In order to attract and retain personnel in a competitive marketplace, we believe that we must provide a competitive compensation package, including cash and equity-based compensation. The volatility in our stock price may from time to time adversely affect our ability to retain or attract employees. In addition, we may be unable to obtain required stockholder approvals of future increases in the number of shares available for issuance under our equity compensation plans and recent changes in accounting rules will require us to treat the issuance of employee stock options and other forms of equity-based compensation as compensation expense, beginning in the first quarter of fiscal 2007. As a result, we may decide to issue fewer stock options and may be impaired in our efforts to attract and retain necessary personnel. If we are unable to hire and retain qualified employees, or conversely, if we fail to manage employee performance or reduce staffing levels when required by market conditions, our business and operating results could be adversely affected.

      If we fail to manage our distribution channels effectively, or if our partners choose not to market and sell our products to their customers, our operating results could be adversely affected. We sell our consumer products to individuals and small offices/home offices around the world through a multi-tiered distribution network. Our products are available to customers through indirect channels that include distributors, retailers, direct marketers, Internet-based resellers, educational institutions, and ISPs, as well as through OEMs. We separately sell annual content update subscriptions directly to end users primarily via the Internet. We also sell some of our products and product upgrades through direct mail/email and over the Internet, in conjunction with channel partners.

      Indirect Sales Channels.  A significant portion of our revenues are derived from sales through indirect channels, including distributors that sell our products to end-users and other resellers. This channel involves a number of special risks, including:

•  Our lack of control over the timing of delivery of our products to end-users

•  Our resellers and distributors are not subject to minimum sales requirements or any obligation to market our products to their customers

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•  Our reseller and distributor agreements are generally nonexclusive and may be terminated at any time without cause

•  Our resellers and distributors may market and distribute competing products, in part due to pricing, terms, and promotions offered by our competitors and other factors that we do not control and cannot predict

      OEM Sales Channels.  A significant portion of our revenues are derived from sales through our OEM partners that incorporate our products into, or bundle our products with, their products. Our reliance on this sales channel involves many risks, including:

•  Our lack of control over the shipping dates or volume of systems shipped

•  Our OEM partners are not subject to minimum sales requirements or any obligation to market our products to their customers

•  Our OEM partners may terminate or renegotiate their arrangements with us and new terms may be less favorable in recognition of our increasingly competitive relationship with certain partners

•  Our OEM arrangements subject us to factors affecting the products of our OEM partners, which may result in changes in strategic direction, competitive risks, and other issues that could result in reduction of OEM sales

•  The development work that we must generally undertake under our agreements with our OEM partners may require us to invest significant resources and incur significant costs with little or no associated revenues

•  The time and expense required for the sales and marketing organizations of our OEM partners to become familiar with our products may make it more difficult to introduce those products to the market

•  Our OEM partners may develop, market, and distribute their own products and market and distribute products of our competitors, which could reduce our sales

      If we fail to manage our distribution channels successfully, our distribution channels may conflict with one another or otherwise fail to perform as we anticipate, which could reduce our sales and increase our expenses, as well as weaken our competitive position. Some distribution partners have experienced financial difficulties in the past, and if our partners suffer financial difficulties in the future, we may have reduced sales or increased bad debt expense, which would adversely affect our operating results. In addition, reliance on multiple channels subjects us to events that cause unpredictability in demand. This increases the risk that we may not plan effectively for the future, which could result in adverse operating results in future periods.

      Increased reliance on sales of enterprise licenses may result in greater fluctuations in, or otherwise adversely affect, our financial results. Sales of enterprise licenses through our Enterprise Security segment represent a major portion of our business. Enterprise licensing arrangements involve a longer sales cycle than sales through other distribution channels, require greater investment of resources in establishing the enterprise relationship, may involve greater pricing pressure, and sometimes result in lower operating margins. The timing of the execution of volume licenses, or their non-renewal by large customers, could cause our results of operations to vary significantly from quarter to quarter and could have a material adverse impact on our results of operations. In addition, longer license periods impede our ability to increase prices due to increased costs and may adversely impact our operating margins.

      A significant portion of our revenues is derived from sales by our direct sales force to enterprise customers. There is a substantial amount of training required for sales representatives to become productive and that training must be updated to cover new and revised products. If we are unable to maintain an adequate direct sales force, it could have a material adverse impact on our sales and results of operations.

      Third parties claiming that we infringe their proprietary rights could cause us to incur significant legal expenses and prevent us from selling our products. From time to time, we have received claims that we have

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infringed the intellectual property rights of others. As the number of products in the software industry increases and the functionality of these products further overlap, we believe that we may become increasingly subject to infringement claims, including patent, copyright, and trademark infringement claims. We have received several trademark claims in the past and may receive more claims in the future from third parties who may also be using our name or another name that may be similar to one of our trademarks or service marks. We have also received patent infringement claims in the past and may receive more claims in the future based on allegations that our products infringe upon patents held by third parties. In addition, former employers of our former, current, or future employees may assert claims that such employees have improperly disclosed to us the confidential or proprietary information of these former employers. Any such claim, with or without merit, could:

•  Be time consuming to defend

•  Result in costly litigation

•  Divert management’s time and attention from our business

•  Require us to stop selling, to delay shipping, or to redesign our products

•  Require us to pay monetary amounts as damages, for royalty or licensing arrangements, or to satisfy indemnification obligations that we have with some of our customers

      In addition, we license and use software from third parties in our business. These third party software licenses may not continue to be available to us on acceptable terms. Also, these third parties may from time to time receive claims that they have infringed the intellectual property rights of others, including patent and copyright infringement claims, which may affect our ability to continue licensing their software. Our inability to use any of this third party software could result in shipment delays or other disruptions in our business, which could materially and adversely affect our operating results.

      If we do not protect our proprietary information and prevent third parties from making unauthorized use of our products and technology, our financial results could be harmed. Our software and underlying technology are proprietary. We seek to protect our proprietary rights through a combination of confidentiality agreements and procedures and copyright, patent, trademark, and trade secret laws. However, all of these measures afford only limited protection and may be challenged, invalidated, or circumvented by third parties. Third parties may copy aspects of our products or otherwise obtain and use our proprietary information without authorization. Third parties may also develop similar or superior technology independently, including by designing around our patents. Our shrink-wrap license agreements are not signed by licensees and therefore may be unenforceable under the laws of some jurisdictions. Furthermore, the laws of some foreign countries do not offer the same level of protection of our proprietary rights as the laws of the United States, and we may be subject to unauthorized use of our products in those countries. Any legal action that we may bring to protect proprietary information could be expensive and may distract management from day-to-day operations. Unauthorized copying or use of our products or proprietary information could result in reduced sales of our products.

      Although we are unable to quantify the extent of piracy of our software products, software piracy may depress our net revenues. While this would adversely affect revenues domestically, lost revenues are believed to be even more significant outside of the United States, particularly in countries where laws are less protective of intellectual property rights. We engage in efforts to educate consumers on the benefits of licensing genuine products and to educate lawmakers on the advantages of a business climate where intellectual property rights are protected, and we cooperate with the Business Software Alliance and the Software & Information Industry Association in their efforts to combat piracy. However, these efforts may not affect the piracy of our products.

      Our products are complex and operate in a wide variety of computer configurations, which could result in errors or product failures. Because we offer very complex products, undetected errors, failures, or bugs may occur, especially when the products are first introduced or when new versions are released. Our products often are installed and used in large-scale computing environments with different operating systems, system management software, and equipment and networking configurations, which may cause errors or failures in

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our products or may expose undetected errors, failures, or bugs in our products. Our customers’ computer environments are often characterized by a wide variety of standard and non-standard configurations that make pre-release testing for programming or compatibility errors very difficult and time-consuming. In addition, despite testing by us and by others, errors, failures, or bugs may not be found in new products or releases until after commencement of commercial shipments. In the past, we have discovered software errors, failures, and bugs in certain of our product offerings after their introduction and have experienced delayed or lost revenues during the period required to correct these errors.

      Errors, failures, or bugs in products released by us could result in negative publicity, product returns, loss of or delay in market acceptance of our products, loss of competitive position, or claims by customers or others. Many of our end-user customers use our products in applications that are critical to their businesses and may have a greater sensitivity to defects in our products than to defects in other less critical software products. In addition, if an actual or perceived breach of information integrity or availability occurs in one of our end-user customer’s systems, regardless of whether the breach is attributable to our products, the market perception of the effectiveness of our products could be harmed. Alleviating any of these problems could require significant expenditures of our capital and resources and could cause interruptions, delays, or cessation of our product licensing, which could cause us to lose existing or potential customers and would adversely affect our operating results.

      Most of our license agreements with customers contain provisions designed to limit our exposure to potential product liability claims. It is possible, however, that a court could rule that these provisions are unenforceable. If a customer is successful in proving its damages and a court does not enforce our protective provisions, it could prove expensive and time-consuming to defend against these claims, and we could be liable for the damages suffered by our customers and other related expenses, which could adversely affect our operating results.

      Increased customer demands on our technical support services may adversely affect our financial results. We offer technical support services with many of our products. We may be unable to respond quickly enough to short-term increases in customer demand for support services. We also may be unable to modify the format of our support services to compete with changes in support services provided by competitors or successfully integrate support for our customers. Further customer demand for these services, without corresponding revenues, could increase costs and adversely affect our operating results.

      We have outsourced a substantial portion of our worldwide consumer support functions. As such, we are highly dependent on the on-going business success of the companies with whom we have contracted to provide these services. If these companies experience financial difficulties, do not maintain sufficiently skilled workers and resources to satisfy our contracts or otherwise fail to perform at a sufficient level under these contracts, the level of support services to our customers may be significantly disrupted, which could materially harm our relationships with these customers.

      Our inability to timely distribute our products and services over the Internet, including security patches and content updates, could adversely affect our business. Our ability to maintain and increase the speed with which we provide services to customers and to increase the scope of these services is limited by and dependent upon the speed and reliability of the Internet. We are increasingly reliant on the Internet as a means to distribute our security patches and content updates to our customers. Accordingly, if we, or our customers, are unable to utilize the Internet due to a failure of technology or infrastructure, terrorist activity, or other reasons, our ability to provide services may suffer, which could lead to a decrease in revenues.

      Our software products and Web site may be subject to intentional disruption, which could adversely impact our reputation and future sales. Although we believe we have sufficient controls in place to prevent intentional disruptions, we expect to be an ongoing target of attacks specifically designed to impede the performance of our products. Similarly, experienced computer programmers may attempt to penetrate our network security or the security of our Web site and misappropriate proprietary information or cause interruptions of our services. Because the techniques used by such computer programmers to access or sabotage networks change frequently and may not be recognized until launched against a target, we may be

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unable to anticipate these techniques. Our activities could be adversely affected, and our reputation and future sales harmed, if these intentionally disruptive efforts are successful.

      Our stock price may be volatile in the future, and you could lose the value of your investment. The market price of our common stock has experienced significant fluctuations in the past and may continue to fluctuate in the future, and as a result you could lose the value of your investment. The market price of our common stock may be affected by a number of factors, including:

•  Announcements of quarterly operating results and revenue and earnings forecasts by us, our competitors, or our customers

•  Failure to achieve financial forecasts, either because expected sales do not occur or because they occur at lower prices or on terms that are less favorable to us

•  Rumors, announcements, or press articles regarding changes in our management, organization, operations, or prior financial statements

•  Changes in revenue and earnings estimates by securities analysts

•  Announcements of planned acquisitions by us or by our competitors

•  Announcements of new or planned products by us, our competitors, or our customers

•  Gain or loss of a significant customer

•  Inquiries by the SEC, Nasdaq, law enforcement, or other regulatory bodies

•  Acts of terrorism, the threat of war, and economic slowdowns in general

      The stock market in general, and the market prices of stocks of technology companies in particular, have experienced extreme price volatility, which has adversely affected and may continue to adversely affect the market price of our common stock for reasons unrelated to our business or operating results.

      Factors outside of our control may adversely affect our operations and operating results. Our operations and operating results may be adversely affected by many different factors which are outside of our control, including:

•  Deterioration in economic conditions in any of the multiple markets in which we operate, which could reduce customer demand and ability to pay for our products and services

•  Political and military instability, which could slow spending within our target markets, delay sales cycles, and otherwise adversely affect our ability to generate revenues and operate effectively

•  Budgetary constraints of customers, which are influenced by corporate earnings and government budget cycles and spending objectives

•  Disruptions in our highly automated business operations caused by

•  Earthquakes, floods, or other natural disasters affecting our headquarters located in Silicon Valley, California, an area known for seismic activity, or our other locations worldwide

•  Acts of war or terrorism

•  Malicious software programs, such as viruses and worms, or security breaches

      Any of these factors could result in a loss of revenues and/or higher expenses, which could adversely affect our financial results.

      If the carrying value of our long-lived assets is not recoverable, an impairment loss must be recognized which would adversely affect our financial results. We will evaluate our long-lived assets, including property and equipment, goodwill, acquired product rights, and other intangible assets, whenever events or circumstances occur which indicate that these assets might be impaired. For example, we estimate that we will record approximately $9 billion of goodwill as a result of our merger with VERITAS and may record additional

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goodwill in connection with future acquisitions. Goodwill is evaluated annually for impairment in the fourth quarter of each fiscal year, regardless of events and circumstances. We will continue to evaluate the recoverability of the carrying amount of our long-lived assets, and we may incur substantial impairment charges, which could adversely affect our financial results.

      Our effective tax rate may increase or fluctuate, which could increase our income tax expense and reduce our net income. Our effective tax rate could be adversely affected by several factors, many of which are outside of our control, including:

•  The relative proportions of revenues and income before taxes in the various domestic and international jurisdictions in which we operate, which have differing statutory tax rates

•  Changing tax laws, regulations, and interpretations in multiple jurisdictions in which we operate as well as the requirements of certain tax rulings

•  Changes in accounting and tax treatment of stock-based compensation

•  The tax effects of purchase accounting for acquisitions and non-recurring charges, which may cause fluctuations between reporting periods

•  Tax assessments against acquired entities with respect to tax periods prior to the acquisitions, which may significantly affect our effective tax rate for the period in which the settlements take place

Item 7A:      Quantitative and Qualitative Disclosures about Market Risk

      We are exposed to market risk related to fluctuations in market prices, interest rates, and foreign currency exchange rates. We use certain derivative financial instruments to manage these risks. All financial instruments used are in accordance with our global investment policy and global foreign exchange policy. We do not use derivative financial instruments for trading purposes.

      We also hold equity interests in several privately-held companies. These investments were recorded at cost, and are classified as other long-term assets on the Consolidated Balance Sheets. These investments are inherently risky and we could lose our entire investment in these companies. As of March 31, 2005, these investments had an aggregate carrying value of $11 million.

Interest Rate Sensitivity

      We consider investments in highly liquid instruments purchased with an original maturity of 90 days or less to be cash equivalents. All of our cash equivalents and short-term investments are classified as available-for-sale securities as of the balance sheet dates. Our available-for-sale securities are reported at fair market value and any unrealized gains and losses are included as a component in Stockholders’ Equity in Accumulated other comprehensive income on our Consolidated Balance Sheets. Our cash equivalents and short-term investments consist primarily of corporate securities, taxable auction rate securities, U.S. government and government-sponsored securities, and money market funds. The following table presents the fair value and hypothetical changes in fair market values of our significant financial instruments held as of March 31, 2005 that are sensitive to changes in interest rates (in millions):

			Hypothetical Fair Market Values Given an
			Interest Rate Increase (Decrease) of X Basis Points (bps)
	Fair
Investment Portfolios	Value		150 bps		100 bps		50 bps		(25 bps)		(75 bps)
USD portfolios	$	2,172	$	2,154	$	2,159	$	2,165	$	2,174	$	2,178
Euro portfolios	$	740	$	733	$	735	$	737	$	741	$	741

      The modeling technique used above measures the change in fair market value arising from selected potential changes in interest rates. Market changes reflect immediate hypothetical parallel shifts in the yield curve of minus 75 basis points, minus 25 basis points, plus 50 basis points, plus 100 basis points, and plus 150 basis points, which are representative of potential movements in the United States Federal Funds Rate and the Euro Area ECB Rate.

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Exchange Rate Sensitivity

      We conduct business in 31 international currencies through our worldwide operations. We believe that the use of foreign exchange forward contracts should reduce the risks that arise from conducting business in international markets.

      We hedge risks associated with certain foreign currency cash, investments, receivables, and payables in order to minimize the impact of changes in foreign currency fluctuations on these assets and liabilities denominated in foreign currencies. Foreign exchange forward contracts as of March 31, 2005 were as follows (in millions):

			Resulting Increase (Decrease) in
			FV of Foreign Forward Exchange
			Contracts Given X% Appreciation
			(Devaluation) of Foreign Currency
	Notional
Foreign Forward Exchange Contracts	Amount		10%			5%			(5)%			(10)%
Purchased	$	31	$	3		$	1		$	(2	)	$	(3	)
Sold	$	122	$	(11	)	$	(6	)	$	6		$	14

      We believe that these foreign exchange forward contracts do not subject us to undue risk from the movement of foreign exchange rates because gains and losses on these contracts are offset by losses and gains on the underlying assets and liabilities. All contracts have a maturity of no more than 35 days. Gains and losses are accounted for as Interest and other income, net each period. We regularly review our hedging program and may make changes as a result of this review.

Item 8: Financial Statements and Supplementary Data

Annual Financial Statements

      See Part IV, Item 15 of this Annual Report on Form 10-K.

Selected Quarterly Data

      We have a 52/53-week fiscal accounting year. Accordingly, we have presented quarterly fiscal periods, comprised of 13/14 weeks, as follows:

	Fiscal 2005								Fiscal 2004
	Mar. 31,		Dec. 31,		Sep. 30,		Jun. 30,		Mar. 31,		Dec. 31,			Sep. 30,		Jun. 30,
	2005		2004		2004		2004		2004		2003			2003		2003(e)
	(In thousands, except net income per share)
Net revenues	$	712,678	$	695,224	$	618,313	$	556,634	$	556,435	$	493,905		$	428,665	$	391,124
Gross profit		591,547		573,726		509,094		456,373		458,877		406,297			353,855		323,546
Amortization of deferred stock-based compensation(a)		2,844		1,041		639		—		—		—			—		—
Acquired in-process research and development		—		1,218		—		2,262		1,110		1,600			1,000		—
Restructuring		—		—		1,916		860		463		(126	)		2		568
Patent settlement(b)		375		—		—		—		—		—			—		13,917
Integration planning(c)		3,494		—		—		—		—		—			—		—
Operating income		231,822		228,069		192,117		167,258		164,923		153,584			115,622		79,456
Net income		119,682		163,577		135,623		117,277		116,929		111,476			83,433		58,781
Net income per share — basic(d)	$	0.17	$	0.24	$	0.22	$	0.19	$	0.19	$	0.18		$	0.14	$	0.10
Net income per share — diluted(d)	$	0.16	$	0.22	$	0.19	$	0.16	$	0.16	$	0.16		$	0.12	$	0.09

(a)  In connection with the Brightmail acquisition during fiscal 2005, we assumed unvested Brightmail stock options in exchange for unvested options to purchase Symantec common stock. For more information, see

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Note 3 of the Notes to Consolidated Financial Statements. Also during fiscal 2005, we issued restricted shares to our Senior Vice President of Finance and Chief Financial Officer. For further information, see Note 8 of the Notes to Consolidated Financial Statements.

(b)	During fiscal 2005, we recorded patent settlement costs and entered into a patent license agreement with Tumbleweed Communications Corporation. During fiscal 2004, we recorded patent settlement costs and purchased a security technology patent as part of a settlement in Hilgraeve, Inc. v. Symantec Corporation. For more information, see Note 4 of the Notes to Consolidated Financial Statements.
(c)	During fiscal 2005, we announced a definitive agreement with VERITAS under which we would acquire all the outstanding stock of VERITAS. In connection with this proposed merger, we have recorded integration planning costs. For more information, see Note 3 of the Notes to Consolidated Financial Statements.
(d)	Per share amounts reflect the two-for-one stock splits effected as stock dividends, which occurred on November 30, 2004 and November 19, 2003.
(e)	The three months ended June 30, 2003 comprised 14 weeks of activity.

Item 9: Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

      We have had no disagreements with our accountants on any accounting or financial disclosures.

Item 9A: Controls and Procedures

Conclusions Regarding Disclosure Controls and Procedures

      The Securities and Exchange Commission, or SEC, defines the term “disclosure controls and procedures” to mean a company’s controls and other procedures that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Our Chief Executive Officer and our Chief Financial Officer have concluded, based on the evaluation of the effectiveness of our disclosure controls and procedures by our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, as of the end of the period covered by this report, that our disclosure controls and procedures were effective for this purpose.

Management’s Report on Internal Control over Financial Reporting

      Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended). Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO. Based on our evaluation under the framework in Internal Control — Integrated Framework, our management has concluded that our internal control over financial reporting was effective as of March 31, 2005. Our management’s assessment of the effectiveness of our internal control over financial reporting as of March 31, 2005 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report that is included herein.

Changes in Internal Control over Financial Reporting

      There were no changes in our internal control over financial reporting during our fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

      Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that

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the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within Symantec have been detected.

Item 9B: Other Information

      None.

PART III

Item 10:      Directors and Executive Officers of the Registrant

      Information with respect to this Item may be found in the section captioned “Directors and Management — Directors and Executive Officers,” and “Section 16(a) Beneficial Ownership Reporting Compliance” appearing in the definitive Proxy Statement that we will deliver to stockholders in connection with our Annual Meeting of Stockholders for 2005. Such information is incorporated herein by reference.

      We have adopted a code of business conduct that applies to all Symantec employees. We have also adopted a code of ethics for our Chief Executive Officer and senior financial officers, including our principal financial officer and principal accounting officer. Our Business Conduct Guidelines and Code of Ethics for Chief Executive Officer and Senior Financial Officers are posted on our Web site at http://www.symantec.com, and may be found as follows:

      1. From our main Web page, first click on “About Symantec”

      2. Then click on “Investor Relations”

      3. Next, under “Corporate Governance,” click on “Company Charters”

      We will post any amendments to or waivers from our Business Conduct Guidelines and Code of Ethics for Chief Executive Officer and Senior Financial Officers at that location.

Item 11:      Executive Compensation

      Information with respect to this Item may be found in the sections captioned “Directors and Management — Compensation of Executive Officers,” “Report of the Compensation Committee on Executive Compensation,” and “Comparison of Cumulative Total Return” appearing in the definitive Proxy Statement to be delivered to stockholders in connection with our Annual Meeting of Stockholders for 2005. Such information is incorporated herein by reference.

Item 12:      Security Ownership of Certain Beneficial Owners and Management

      Information with respect to this Item may be found in the sections captioned “Directors and Management — Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” appearing in the definitive Proxy Statement to be delivered to stockholders in connection with our Annual Meeting of Stockholders for 2005. Such information is incorporated herein by reference.

Item 13:      Certain Relationships and Related Transactions

      Information with respect to this Item may be found in the section captioned “Related Party Transactions” appearing in the definitive Proxy Statement to be delivered to stockholders in connection with our Annual Meeting of Stockholders for 2005. Such information is incorporated herein by reference.

49

Item 14:      Principal Accountant Fees and Services

      Information with respect to this Item may be found in the section captioned “Principal Accountant Fees and Services” appearing in the definitive Proxy Statement to be delivered to stockholders in connection with our Annual Meeting of Stockholders for 2005. Such information is incorporated herein by reference.

PART IV

Item 15:      Exhibits, Financial Statement Schedules

      Upon written request, we will provide, without charge, a copy of our Annual Report on Form 10-K, including the consolidated financial statements, financial statement schedule, and any exhibits for our most recent fiscal year. All requests should be sent to:

Helyn Corcos

Investor Relations

Symantec Corporation

20330 Stevens Creek Boulevard

Cupertino, California 95014

408-517-8324

      (a) The following documents are filed as part of this report:

		Page
		Number
1.	Consolidated Financial Statements:
	Reports of Independent Registered Public Accounting Firm		56
	Consolidated Balance Sheets as of March 31, 2005 and 2004		58
	Consolidated Statements of Income for the years ended March 31, 2005, 2004, and 2003		59
	Consolidated Statements of Stockholders’ Equity for the years ended March 31, 2005, 2004, and 2003		60
	Consolidated Statements of Cash Flows for the years ended March 31, 2005, 2004, and 2003		61
	Summary of Significant Accounting Policies		62
	Notes to Consolidated Financial Statements		70
2.	Financial Statement Schedule: The following financial statement schedule of Symantec Corporation for the years ended March 31, 2005, 2004, and 2003 is filed as part of this Form 10-K and should be read in conjunction with the consolidated financial statements of Symantec Corporation
	Schedule:
	II Valuation and Qualifying Accounts		97
	Schedules other than that listed above have been omitted since they are either not required, not applicable, or the information is otherwise included.

50

3. Exhibits: The following exhibits are filed as part of, or incorporated by reference into, this Form 10-K:

				Incorporated by Reference
Exhibit											Filed
Number			Exhibit Description	Form		File No.		Exhibit		Filing Date	Herewith
	2	.01	Agreement and Plan of Merger, dated as of September 23, 2003, among Symantec Corporation, Quartz Acquisition Corp., PowerQuest, Inc., and John Fife, as representative**		10-Q				10.01	02/13/04
	2	.02	Agreement and Plan of Merger, dated as of October 27, 2003, by and among Symantec Corporation, Outlaw Acquisition Corporation, and OnTechnology Corporation**		10-Q				10.02	02/13/04
	2	.03	Agreement and Plan of Merger dated as of May 19, 2004, among Symantec Corporation, Brazil Acquisition Corp., Brightmail Incorporated, and John C. Colligan, as Representative**		10-K				2.03	06/14/04
	2	.04	Agreement and Plan of Reorganization dated as of December 15, 2004 among Symantec Corporation, VERITAS Software Corporation, and Carmel Acquisition Corp.		8-K				2.01	12/20/04
	3	.01	Symantec Corporation Amended and Restated Certificate of Incorporation		S-8		333-119872		4.01	10/21/04
	3	.02	Symantec Corporation Certificate of Designations of Series A Junior Participating Preferred Stock		8-K				3.01	12/21/04
	3	.03	Symantec Corporation Bylaws, as amended and restated effective August 11, 1998		8-K				3.1	08/19/98
	4	.01	Registration Rights Agreement between Symantec Corporation and Certain of its Stockholders		S-4		33-35385		4.02	06/13/90
	4	.02	Amendment No. One to Registration Rights Agreement		10-K				4.02	06/16/03
	4	.03	Amendment No. Two to Registration Rights Agreement		10-K				4.03	06/16/03
	4	.04	Rights Agreement, dated as of August 12, 1998, between Symantec Corporation and BankBoston, N.A., as Rights Agent, which includes as Exhibit A the Form of Certificate of Designations of Series A Junior Participating Preferred Stock, as Exhibit B the Form of Right Certificate, and as Exhibit C the Summary of Rights to Purchase Preferred Shares		8-A				4.1	08/19/98
	10	.01*	Form of Indemnity Agreement with Officers and Directors and Amendment No. 1		S-1		33-28655		10.17	05/19/89 06/21/89

51

Incorporated by Reference

Exhibit

Filed

Number

Exhibit Description

Form

File No.

Exhibit

Filing Date

Herewith

10

.02*

Symantec Corporation 1994 Patent Incentive Plan

S-8

33-60141

4.01

06/09/95

10

.03*

Symantec Corporation 1996 Equity Incentive Plan, as amended and Form of Stock Option Agreement

10-K

10.03

06/14/04

10

.04*

Form of Restricted Stock Purchase Agreement pursuant to Symantec Corporation 1996 Equity Incentive Plan

10-Q

10.01

11/08/04

10

.05*

Symantec Corporation Deferred Compensation Plan, dated as of November 7, 1996

10-K

10.11

06/24/97

10

.06*

Symantec Corporation 1998 Employee Stock Purchase Plan

S-8

333-52200

99.2

12/19/00

10

.07*

Brightmail Incorporated 1998 Stock Option Plan, as amended

S-8

333-117176

99.01

07/06/04

10

.08*

Form of Brightmail Incorporated Stock Option Agreement

S-8

333-117176

99.02

07/06/04

10

.09*

Form of Symantec Corporation Notice of Stock Option Assumption

S-8

333-117176

99.03

07/06/04

10

.10*

Symantec Corporation Acquisition Plan, dated July 15, 1999

S-8

333-31526

4.03

03/02/00

10

.11*

Symantec Corporation 2000 Directors Equity Incentive Plan, as amended

S-8

333-119872

99.2

10/21/04

10

.12*

2002 Executive Officers’ Stock Purchase Plan, as amended

X

10

.13*

Symantec Corporation 2004 Equity Incentive Plan, Stock Grant Election Form, and Stock Option Grant — Terms and Conditions

S-8

333-119872

99.01

10/21/04

10

.14*

Supplemental Option Vesting and Severance Arrangement terms and conditions between Symantec Corporation and Greg Myers

10-K

10.63

07/01/99

10

.15*

Employment Agreement between Symantec Corporation and John W. Thompson

10-K

10.67

07/01/99

10

.16*

Employment offer by and between Symantec Corporation and Gail Hamilton

10-Q

10.03

08/11/00

10

.17*

Offer Letter between Symantec Corporation and John Schwarz, dated December 20, 2001

10-Q

10.02

02/07/02

10

.18*

Offer Letter dated January 12, 2004 to Thomas W. Kendra

10-Q

10.01

02/04/05

10

.19*

Symantec Corporation Executive Severance Plan

10-K

10.93

06/22/01

10

.20*

Symantec Senior Executive Incentive Plan

10-K

10.18

06/14/04

52

				Incorporated by Reference
Exhibit										Filed
Number			Exhibit Description	Form		File No.	Exhibit		Filing Date	Herewith
	10	.21*	FY04 Executive Annual Incentive Plan — Management Committee Members, President, and Chief Operating Officer		10-K			10.27	06/16/03
	10	.22*	FY04 Executive Annual Incentive Plan — Vice President Plan (Non-Management Committee Members)		10-K			10.28	06/16/03
	10	.23*	FY05 Executive Annual Incentive Plan — Vice Presidents		10-K			10.21	06/14/04
	10	.24*	FY05 Executive Annual Incentive Plan — Vice Presidents, Sales		10-K			10.22	06/14/04
	10	.25*	FY05 Executive Annual Incentive Plan — Vice President, Business Unit Leaders		10-K			10.23	06/14/04
	10	.26*	FY05 Executive Annual Incentive Plan — Senior Vice Presidents, non Business Unit		10-K			10.24	06/14/04
	10	.27*	FY05 Executive Annual Incentive Plan — President and Chief Operating Officer		10-K			10.25	06/14/04
	10	.28*	FY05 Executive Annual Incentive Plan — Chairman and Chief Salesman		10-K			10.26	06/14/04
	10	.29	FY06 Executive Annual Incentive Plan — Vice Presidents, Grade 16 — Vice Presidents, Grade 15								X
	10	.30	FY06 Executive Annual Incentive Plan — Vice Presidents, Grade 18								X
	10	.31	FY06 Executive Annual Incentive Plan — Vice President, Business Unit Leaders								X
	10	.32	FY06 Executive Annual Incentive Plan — Senior Vice Presidents, non Business Unit — Senior Vice President, Head of Sales								X
	10	.33	FY06 Executive Annual Incentive Plan — President and Chief Operating Officer								X
	10	.34	FY06 Executive Annual Incentive Plan — Chairman and Chief Salesman								X
	10	.35#	Amended and Restated Authorized Symantec Electronic Reseller for Shop Symantec Agreement dated as of June 1, 2003 by and among Symantec Corporation, Symantec Limited and Digital River, Inc., as amended								X
	10	.36	Office building lease, dated as of April 10, 1991, between Symantec Corporation and Maguire Thomas Partners Colorado Place regarding property located in Santa Monica, California		10-K			23.02	06/16/03

53

Incorporated by Reference

Exhibit

Filed

Number

Exhibit Description

Form

File No.

Exhibit

Filing Date

Herewith

10

.37

Fifth Amendment to Lease, dated as of June 24, 1999, by and between Colorado Place Partners, LLC and Symantec Corporation, regarding property located in Santa Monica, California

10-Q

10.01

11/15/99

10

.38

Amended Agreement Respecting Certain Rights of Publicity

S-4

33-35385

10.04

06/13/90

10

.39

Assignment of Copyright and Other Intellectual Property Rights

S-4

33-35385

10.37

06/13/90

12

.01

Statement Regarding Computation of Ratios

X

21

.01

Subsidiaries of Symantec Corporation

X

23

.01

Consent of Independent Registered Public Accounting Firm

X

31

.01

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

X

31

.02

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

X

32

.01***

Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

X

32

.02***

Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

X

*  Indicates a management contract or compensatory plan or arrangement.

**  The exhibits and schedules to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. We will furnish copies of any of the exhibits and schedules to the Securities and Exchange Commission upon request.

***	This exhibit is being furnished, rather than filed, and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K.
#	Confidential treatment requested for portions of this document.

      (c) Exhibits: We hereby file as part of this Form 10-K the exhibits listed in Item 15(a)3, as set forth above.

      (d) Financial Statement Schedules: We hereby file as part of this Annual Report on Form 10-K the schedule listed in Item 15(a)2, as set forth above.

54

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Reports of Independent Registered Public Accounting Firm		56
Consolidated Balance Sheets as of March 31, 2005 and 2004		58
Consolidated Statements of Income for the years ended March 31, 2005, 2004, and 2003		59
Consolidated Statements of Stockholders’ Equity for the years ended March 31, 2005, 2004, and 2003		60
Consolidated Statements of Cash Flows for the years ended March 31, 2005, 2004, and 2003		61
Summary of Significant Accounting Policies		62
Notes to Consolidated Financial Statements		70

55

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

Symantec Corporation:

      We have audited the accompanying consolidated balance sheets of Symantec Corporation and subsidiaries (the Company) as of March 31, 2005 and 2004, and the related consolidated statements of income, stockholders’ equity and cash flows for each of the years in the three-year period ended March 31, 2005. Our audits also included the financial statement schedule listed in the Index at Item 15(a) for each of the years in the three-year period ended March 31, 2005. These consolidated financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and schedule based on our audits.

      We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

      In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Symantec Corporation and subsidiaries as of March 31, 2005 and 2004, and the results of their operations and their cash flows for each of the years in the three-year period ended March 31, 2005, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule for each of the years in the three-year period ended March 31, 2005, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

      We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the internal control over financial reporting of Symantec Corporation as of March 31, 2005, based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated June 15, 2005 expressed an unqualified opinion on management’s assessment of, and the effective operation of, internal control over financial reporting.

/s/ KPMG LLP

Mountain View, California

June 15, 2005

56

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

Symantec Corporation:

      We have audited management’s assessment, included in the accompanying Management’s Report on Internal Control over Financial Reporting appearing under Item 9A, that Symantec Corporation maintained effective internal control over financial reporting as of March 31, 2005, based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Management of Symantec Corporation is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the internal control over financial reporting of Symantec Corporation based on our audit.

      We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

      A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

      Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

      In our opinion, management’s assessment that Symantec Corporation maintained effective internal control over financial reporting as of March 31, 2005, is fairly stated, in all material respects, based on criteria established in Internal Control — Integrated Framework issued by COSO. Also, in our opinion, Symantec Corporation maintained, in all material respects, effective internal control over financial reporting as of March 31, 2005, based on the criteria established in Internal Control — Integrated Framework issued by COSO.

      We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Symantec Corporation and subsidiaries as of March 31, 2005 and 2004, and the related consolidated statements of income, stockholders’ equity, and cash flows for each of the years in the three-year period ended March 31, 2005, and our report dated June 15, 2005 expressed an unqualified opinion on those consolidated financial statements.

/s/ KPMG LLP

Mountain View, California

June 15, 2005

57

SYMANTEC CORPORATION

CONSOLIDATED BALANCE SHEETS

			March 31,
			2005			2004
			(In thousands, except
			par value)
ASSETS
Current assets:
	Cash and cash equivalents		$	1,091,433		$	560,862
	Short-term investments			2,115,154			1,849,469
	Trade accounts receivable, net			285,325			259,152
	Inventories			19,118			15,134
	Current deferred income taxes			97,279			98,438
	Other current assets			79,973			59,079
		Total current assets		3,688,282			2,842,134
Property and equipment, net				382,689			378,367
Acquired product rights, net				127,619			120,938
Other intangible assets, net				30,739			9,971
Goodwill				1,365,213			1,080,759
Other long-term assets				19,679			24,329
			$	5,614,221		$	4,456,498
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
	Accounts payable		$	74,685		$	71,654
	Accrued compensation and benefits			140,543			116,770
	Current deferred revenue			1,215,537			878,716
	Other accrued expenses			91,033			92,595
	Income taxes payable			179,225			127,305
		Total current liabilities		1,701,023			1,287,040
Convertible subordinated notes				—			599,987
Long-term deferred revenue				114,724			92,481
Long-term deferred tax liabilities				88,613			44,750
Other long-term obligations				4,408			6,032
Commitments and contingencies
Stockholders’ equity:
	Preferred stock (par value: $0.01, authorized: 1,000; issued and outstanding: none)			—			—
	Common stock (par value: $0.01, authorized: 1,600,000; issued and outstanding: 710,522 and 311,854 shares, respectively)			7,105			3,119
	Capital in excess of par value			2,412,947			1,573,466
	Accumulated other comprehensive income			191,938			125,484
	Deferred stock-based compensation			(21,070	)		—
	Retained earnings			1,114,533			724,139
		Total stockholders’ equity		3,705,453			2,426,208
			$	5,614,221		$	4,456,498

The accompanying Summary of Significant Accounting Policies and Notes to Consolidated Financial Statements are an integral part of these statements.

58

SYMANTEC CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

				Year Ended March 31,
				2005			2004			2003
				(In thousands, except net income per share)
Net revenues				$	2,582,849		$	1,870,129		$	1,406,946
Cost of revenues:
		Cost of sales			403,215			286,564			220,541
		Amortization of acquired product rights			48,894			40,990			29,575
	Total cost of revenues				452,109			327,554			250,116
	Gross profit				2,130,740			1,542,575			1,156,830
Operating expenses:
	Sales and marketing				843,724			660,573			525,029
	Research and development				332,266			252,284			197,271
	General and administrative				115,419			94,645			74,442
	Amortization of other intangibles from acquisitions				5,416			2,954			2,787
	Amortization of deferred stock-based compensation(1)				4,524			—			—
	Acquired in-process research and development				3,480			3,710			4,700
	Restructuring				2,776			907			11,089
	Integration planning				3,494			—			—
	Patent settlement				375			13,917			—
			Total operating expenses		1,311,474			1,028,990			815,318
Operating income					819,266			513,585			341,512
	Interest and other income, net				51,185			40,254			36,407
	Interest expense				(12,323	)		(21,164	)		(21,166	)
	Income, net of expense, from sale of technologies and product lines				—			9,547			6,878
Income before income taxes					858,128			542,222			363,631
	Provision for income taxes				321,969			171,603			115,193
Net income				$	536,159		$	370,619		$	248,438
Net income per share — basic				$	0.81		$	0.61		$	0.43
Net income per share — diluted				$	0.74		$	0.54		$	0.38
Shares used to compute net income per share — basic					660,631			611,970			581,580
Shares used to compute net income per share — diluted					738,245			719,110			682,872

(1) Amortization of deferred stock-based compensation is allocated as follows:
	Sales and marketing	$	1,298
	Research and development		1,780
	General and administrative		1,446
		$	4,524

The accompanying Summary of Significant Accounting Policies and Notes to Consolidated Financial Statements are an integral part of these statements.

59

SYMANTEC CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

												Accumulated
			Common Stock						Capital In			Other			Deferred						Total
									Excess of			Comprehensive			Stock-Based			Retained			Stockholders’
			Shares			Amount			Par Value			Income (Loss)			Compensation			Earnings			Equity
			(In thousands)
Balances, March 31, 2002				143,559		$	1,436		$	1,193,801		$	(53,013	)	$	—		$	177,652		$	1,319,876
Components of comprehensive income:
	Net income			—			—			—			—			—			248,438			248,438
	Unrealized gain on available-for-sale securities, net of tax			—			—			—			1,023			—			—			1,023
	Translation adjustment			—			—			—			82,111			—			—			82,111
		Total comprehensive income																				331,572
Sale of common stock under employee stock benefit plans				7,449			74			137,637			—			—			—			137,711
Repurchases of common stock				(2,223	)		(22	)		(35,962	)		—			—			(28,348	)		(64,332	)
Conversion of convertible debt				—			—			2			—			—			—			2
Income tax benefit related to employee stock transactions				—			—			39,550			—			—			—			39,550
Balances, March 31, 2003				148,785			1,488			1,335,028			30,121			—			397,742			1,764,379
Components of comprehensive income:
	Net income			—			—			—			—			—			370,619			370,619
	Unrealized loss on available-for-sale securities, net of tax			—			—			—			(1,420	)		—			—			(1,420	)
	Translation adjustment, net of tax of $13,657			—			—			—			96,783			—			—			96,783
	Total comprehensive income																					465,982
Sale of common stock under employee stock benefit plans				10,383			103			189,051			—			—			—			189,154
Stock dividend				154,179			1,542			—			—			—			(1,542	)		—
Repurchases of common stock				(1,493	)		(15	)		(17,305	)		—			—			(42,680	)		(60,000	)
Conversion of convertible debt				—			1			10			—			—			—			11
Income tax benefit related to employee stock transactions				—			—			66,682			—			—			—			66,682
Balances, March 31, 2004				311,854			3,119			1,573,466			125,484			—			724,139			2,426,208
Components of comprehensive income:
	Net income			—			—			—			—			—			536,159			536,159
	Unrealized loss on available-for-sale securities, net of tax			—			—			—			(1,776	)		—			—			(1,776	)
	Translation adjustment, net of tax of $18,014			—			—			—			68,230			—			—			68,230
	Total comprehensive income																					602,613
Sale of common stock under employee stock benefit plans				14,951			149			159,778			—			—			—			159,927
Stock dividend				352,623			3,526			—			—			—			(3,526	)		—
Repurchases of common stock				(4,148	)		(41	)		(49,636	)		—			—			(142,239	)		(191,916	)
Conversion of convertible debt				35,142			352			593,182			—			—			—			593,534
Restricted stock grant				100			—			5,535			—			(5,535	)		—			—
Assumed Brightmail stock options				—			—			21,298			—			(20,059	)		—			1,239
Amortization of deferred stock-based compensation				—			—			—			—			4,524			—			4,524
Income tax benefit related to employee stock transactions				—			—			109,324			—			—			—			109,324
Balances, March 31, 2005				710,522		$	7,105		$	2,412,947		$	191,938		$	(21,070	)	$	1,114,533		$	3,705,453

The accompanying Summary of Significant Accounting Policies and Notes to Consolidated Financial Statements are an integral part of these statements.

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CONSOLIDATED STATEMENTS OF CASH FLOWS

				Year Ended March 31,
				2005			2004			2003
				(In thousands)
OPERATING ACTIVITIES:
	Net income			$	536,159		$	370,619		$	248,438
	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation and amortization of property and equipment			90,838			75,886			56,794
		Amortization of debt issuance costs			1,846			3,165			3,168
		Amortization of discounts and premiums on investments, net			(22,645	)		(7,142	)		5,103
		Amortization and write-off of acquired product rights			51,979			42,363			34,834
		Amortization of other intangibles from acquisitions			5,416			2,954			2,787
		Impairment of equity investments			696			3,047			750
		Write-off of property and equipment			3,748			2,052			4,569
		Amortization of deferred stock-based compensation			4,524			—			—
		Write-off of acquired in-process research and development			3,480			3,710			4,700
		Deferred income taxes			60,861			27,181			(4,393	)
		Income tax benefit from stock options			109,324			66,682			39,550
		Net change in assets and liabilities, excluding effects of acquisitions:
			Trade accounts receivable, net		(3,636	)		(82,687	)		(47,732	)
			Inventories		(3,621	)		(8,303	)		2,223
			Other current assets		(18,106	)		(19,840	)		(4,728	)
			Other long-term assets		(5,817	)		(1,591	)		(65	)
			Accounts payable		(960	)		(7,846	)		(14,304	)
			Accrued compensation and benefits		19,380			17,836			29,663
			Deferred revenue		318,928			345,394			222,580
			Other accrued expenses		1,287			16,221			(1,643	)
			Income taxes payable		55,526			53,602			18,896
			Other long-term obligations		(1,748	)		(698	)		(1,952	)
Net cash provided by operating activities					1,207,459			902,605			599,238
INVESTING ACTIVITIES:
	Capital expenditures				(91,536	)		(111,210	)		(192,194	)
	Purchased intangibles				(800	)		(61,166	)		(2,200	)
	Payments for business acquisitions, net of cash acquired				(424,212	)		(286,862	)		(375,863	)
	Purchase of equity investments				(3,600	)		(3,972	)		(2,837	)
	Purchases of marketable securities				(3,856,833	)		(5,007,549	)		(2,394,557	)
	Proceeds from sales of marketable securities				3,713,822			4,675,161			2,071,365
	Proceeds from long-term restricted investments				—			—			124,313
Net cash used in investing activities					(663,159	)		(795,598	)		(771,973	)
FINANCING ACTIVITIES:
	Repurchases of common stock				(191,916	)		(60,000	)		(64,332	)
	Net proceeds from sale of common stock				159,926			189,154			137,711
Net cash (used in) provided by financing activities					(31,990	)		129,154			73,379
Effect of exchange rate fluctuations on cash and cash equivalents					18,261			30,095			14,725
Increase (decrease) in cash and cash equivalents					530,571			266,256			(84,631	)
Beginning cash and cash equivalents					560,862			294,606			379,237
Ending cash and cash equivalents				$	1,091,433		$	560,862		$	294,606
Supplemental cash flow disclosures:
Income taxes paid (net of refunds) during the year				$	97,151		$	34,955		$	61,628
Interest expense paid during the year				$	18,000		$	18,000		$	18,350

The accompanying Summary of Significant Accounting Policies and Notes to Consolidated Financial Statements are an integral part of these statements.

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SYMANTEC CORPORATION

Summary of Significant Accounting Policies

Business

      Symantec Corporation (“we,” “us,” and “our” refer to Symantec Corporation and all of its subsidiaries) is the global leader in information security providing a broad range of software, appliances, and services designed to help individuals, small and mid-sized businesses, and large enterprises secure and manage their information technology, or IT, infrastructure. Symantec’s Norton brand of products is the worldwide leader in consumer security and problem-solving solutions. Founded in 1982, we have offices in 38 countries worldwide.

Principles of Consolidation

      The accompanying consolidated financial statements include the accounts of Symantec Corporation and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated.

Acquisitions and Divestitures

      During the three years ended March 31, 2005, we acquired the following businesses:

•  Platform Logic, Inc, LIRIC Associates, and @stake, Inc. in the December 2004 quarter

•  TurnTide, Inc., in the September 2004 quarter

•  Brightmail Incorporated in the June 2004 quarter

•  ON Technology Corp. in the March 2004 quarter

•  PowerQuest, Inc. and SafeWeb, Inc. in the December 2003 quarter

•  Nexland, Inc. in the September 2003 quarter

•  Riptech, Inc., Recourse Technologies, Inc., SecurityFocus, Inc., and Mountain Wave, Inc. in the September 2002 quarter

      Each of these acquisitions was accounted for as a purchase and, accordingly, their operating results have been included in our consolidated financial statements since their respective dates of acquisition. In August 2001, we sold assets and transferred liabilities and employees related to our Web Access Management product line to PassGo Technologies, Ltd. and agreed to license the related technology to them for a period of four years through August 2005. In December 1999, we licensed substantially all of the ACT! Product line technology to Interact Commerce Corporation for a period of four years through December 2003.

      See Note 3 of the Notes to Consolidated Financial Statements for further discussion.

Fiscal Years

      We have a 52/53-week fiscal accounting year. Accordingly, all references as of and for the periods ended March 31, 2005, 2004, and 2003 reflect amounts as of and for the periods ended April 1, 2005, April 2, 2004, and March 28, 2003, respectively. The fiscal accounting years ended April 1, 2005 and March 28, 2003 are each comprised of 52 weeks of operations, while the fiscal accounting year ended April 2, 2004 is comprised of 53 weeks of operations. The fiscal accounting year ending March 31, 2006 will comprise 52 weeks of operations.

      Symantec share and per share amounts in the Consolidated Statements of Income and the Notes to Consolidated Financial Statements retroactively reflect the two-for-one stock splits effected as stock dividends, which occurred on November 30, 2004 and November 19, 2003.

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Summary of Significant Accounting Policies — (Continued)

Use of Estimates

      The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Foreign Currency Translation

      The functional currency of our foreign subsidiaries is generally the local currency. Assets and liabilities denominated in foreign currencies are translated using the exchange rate on the balance sheet dates. The translation adjustments resulting from this process are included as a component of stockholders’ equity in accumulated other comprehensive income. Revenues and expenses are translated using average exchange rates prevailing during the year. Foreign currency transaction gains and losses are included in the determination of net income. Deferred tax assets (liabilities) are established on the cumulative translation adjustment attributable to unremitted foreign earnings that are not intended to be indefinitely reinvested.

Revenue Recognition

      We derive revenue primarily from sales of packaged products, perpetual license agreements, product maintenance, and services, and recognize this revenue when the following conditions have been met:

•  Persuasive evidence of an arrangement exists

•  Passage of title occurs

•  Delivery has occurred or services have been rendered

•  If applicable, customer acceptance has been received

•  Collection of a fixed or determinable license fee is considered probable

•  If appropriate, reasonable estimates of future product returns have been made

      We sell packaged software products through a multi-tiered distribution channel. We also sell electronic download and packaged products via the Internet. We separately sell annual content update subscriptions directly to end-users primarily via the Internet. We do not recognize package product revenue on distribution and reseller channel inventory in excess of specified inventory levels in these channels. We defer the portion of revenue from package and electronic download products related to content updates. Revenue related to content updates is deferred and recognized ratably over the year that such updates are provided. We offer the right of return of our products under various policies and programs with our distributors, resellers, and end-user customers. We estimate and record reserves for end-user product returns as an offset to revenue.

      We offer channel and end-user rebates for products within our Enterprise Security, Enterprise Administration, and Consumer Products segments. Our estimated reserves for channel volume incentive rebates are based on distributors’ and resellers’ actual performance against the terms and conditions of volume incentive rebate programs, which are typically entered into quarterly. Our reserves for end-user rebates are estimated based on the terms and conditions of the promotional program, actual sales during the promotion, amount of actual redemptions received, historical redemption trends by product and by type of promotional program, and the value of the rebate. We estimate and record reserves for channel and end-user rebates, and we account for these reserves as an offset to revenue.

      We enter into perpetual software license agreements through direct sales to customers and indirect sales with distributors and resellers. The license agreements generally include product maintenance agreements, for which the related revenue is deferred and recognized ratably over the period of the agreements.

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Summary of Significant Accounting Policies — (Continued)

      Our services include managed security services, consulting, and education. We recognize managed security services revenue ratably over the period that such contracted services are provided. We recognize consulting services revenue as services are performed or upon written acceptance from customers, if applicable. We recognize education services revenue as services are performed.

      In arrangements that include multiple elements, including perpetual software licenses and maintenance and/or services and packaged products with content updates, we allocate and defer revenue for the undelivered items based on vendor-specific objective evidence, or VSOE, of fair value of the undelivered elements, and recognize the difference between the total arrangement fee and the amount deferred for the undelivered items as revenue. Our deferred revenue consists primarily of the unamortized balance of enterprise product maintenance and consumer product content updates.

      VSOE of each element is based on the price for which the undelivered element is sold separately. We determine fair value of the undelivered elements based on historical evidence of our stand-alone sales of these elements to third parties. When VSOE does not exist for undelivered items such as maintenance, then the entire arrangement fee is recognized ratably over the performance period.

Cash Equivalents and Short-Term Investments

      We consider investments in highly liquid instruments purchased with an original maturity of 90 days or less to be cash equivalents. Our short-term investments, classified as available-for-sale as of the respective balance sheet dates, are reported at fair value with unrealized gains and losses, net of tax, included in Accumulated other comprehensive income within Stockholders’ Equity on the Consolidated Balance Sheets. Realized gains and losses and declines in value judged to be other than temporary on available-for-sale securities are included in Interest and other income, net in the Consolidated Statements of Income. The cost of securities sold is based upon the specific identification method.

Trade Accounts Receivable

      Trade accounts receivable are recorded at the invoiced amount and are not interest bearing. We maintain an allowance for doubtful accounts to reserve for potentially uncollectible trade receivables. We also review our trade receivables by aging category to identify specific customers with known disputes or collectibility issues. We exercise judgment when determining the adequacy of these reserves as we evaluate historical bad debt trends, general economic conditions in the United States and internationally, and changes in customer financial conditions.

Equity Investments

      We have equity investments in privately held companies for business and strategic purposes. These investments are included in Other long-term assets on the Consolidated Balance Sheets and are accounted for under the cost method as we do not have significant influence over these investees. Each quarter we assess our compliance with accounting guidance, including the provisions of Financial Accounting Standards Board Interpretation No., or FIN, 46R, Consolidation of Variable Interest Entities-An Interpretation of ARB No. 51, and any impairment issues. Under the cost method, the investment is recorded at its initial cost and is periodically reviewed for impairment. Under FIN 46R, we must consolidate a variable interest entity if we have a variable interest (or combination of variable interests) in the entity that will absorb a majority of the entity’s expected losses, receive a majority of the entity’s expected residual returns, or both. Currently, our equity investments are not subject to consolidation under FIN 46R as we do not have significant influence over these investees and we do not receive a majority of the returns. During our review for impairment, we examine the investees’ actual and forecasted operating results, financial position, and liquidity, as well as business/industry factors in assessing whether a decline in value of an equity investment has occurred that is other than temporary. When such a decline in value is identified, the fair value of the equity investment is estimated

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Summary of Significant Accounting Policies — (Continued)

based on the preceding factors and an impairment loss is recognized in Interest and other income, net in the Consolidated Statements of Income.

Derivative Financial Instruments

      We utilize some natural hedging to mitigate our foreign currency exposures and we manage certain residual exposures through the use of one-month forward foreign exchange contracts. We enter into forward foreign exchange contracts with high-quality financial institutions primarily to minimize currency exchange risks associated with certain balance sheet positions denominated in foreign currencies. We do not utilize derivative instruments for trading purposes. Gains and losses on the contracts are included in Interest and other income, net in the Consolidated Statements of Income in the period that gains and losses on the underlying transactions are recognized. The gains and losses on the contracts generally offset the gains and losses on the underlying transactions. The fair value of forward foreign exchange contracts approximates cost due to the short maturity periods. As of March 31, 2005, the notional amount of our forward exchange contracts was $153 million, all of which matures in 35 days or less. We do not hedge our foreign currency translation risk.

Inventories

      Inventories are valued at the lower of cost or market. Cost is principally determined using currently adjusted standards, which approximate actual cost on a first-in, first-out basis. Inventory consists of raw materials and finished goods.

Property, Equipment, and Leasehold Improvements

      Property, equipment, and leasehold improvements are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization is provided on a straight-line basis over the estimated useful lives of the respective assets as follows:

•  Computer hardware and software — two to five years

•  Office furniture and equipment — three to five years

•  Leasehold improvements — the shorter of the lease term or seven years

•  Buildings — twenty-five to thirty years

Acquired Product Rights

      Acquired product rights are comprised of purchased product rights, technologies, databases and revenue-related order backlog, and contracts from acquired companies. Acquired product rights are stated at cost less accumulated amortization. Amortization of acquired product rights is provided on a straight-line basis over the estimated useful lives of the respective assets, generally one to five years, and is included in Cost of revenues in the Consolidated Statements of Income.

Goodwill and Other Intangible Assets

      We account for goodwill and other intangible assets in accordance with Statement of Financial Accounting Standards, or SFAS, No. 142., Goodwill and Other Intangible Assets. SFAS No. 142 requires that goodwill and identifiable intangible assets with indefinite useful lives be tested for impairment at least annually. SFAS No. 142 also requires that intangible assets with estimable useful lives be amortized over their respective estimated useful lives and reviewed for impairment in accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. We test goodwill annually for impairment or more frequently if events and circumstances warrant.

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Summary of Significant Accounting Policies — (Continued)

Long-Lived Assets

      We account for long-lived assets in accordance with SFAS No. 144, which requires that long-lived and intangible assets, including property, equipment, leasehold improvements, and acquired product rights, be evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We would recognize an impairment loss when the sum of the undiscounted future net cash flows expected to result from the use of the asset and its eventual disposition is less than its carrying amount. Such impairment loss would be measured as the difference between the carrying amount of the asset and its fair value. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and no longer depreciated. The assets and liabilities of a disposal group classified as held for sale would be presented separately in the appropriate asset and liability sections of the balance sheet.

Income Taxes

      The provision for income taxes is computed using the asset and liability method. Under this method, we recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities, net operating loss carryforwards and tax credit carryforwards. Deferred tax assets are reduced by a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized. We also account for any income tax contingencies in accordance with SFAS No. 5, Accounting for Contingencies.

Net Income Per Share

      Basic net income per share is computed using the weighted average number of common shares outstanding during the periods. Diluted net income per share is computed using the weighted average number of common shares outstanding and potentially dilutive common shares outstanding during the periods. Potentially dilutive common shares include the assumed exercise of stock options using the treasury stock method and conversion of debt, if dilutive in the period. Potentially dilutive common shares are excluded in net loss periods, as their effect would be antidilutive.

Stock-Based Compensation

      We account for stock-based compensation awards to employees using the intrinsic value method in accordance with Accounting Principles Board, or APB, No. 25, Accounting for Stock-Issued to Employees and to non-employees using the fair value method in accordance with SFAS No. 123, Accounting for Stock-Based Compensation. In addition, we apply applicable provisions of FIN 44, Accounting for Certain Transactions Involving Stock Compensation, an interpretation of APB No. 25. Our stock plans are described in Note 11. Under APB No. 25, because the exercise price of our employee stock options generally equals the market price of the underlying stock on the date of grant, no compensation expense is recognized in our consolidated financial statements.

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Summary of Significant Accounting Policies — (Continued)

      Pro forma information regarding net income and net income per share is required by SFAS No. 123. This information is required to be determined as if we had accounted for our employee stock options, including shares issued under the Employee Stock Purchase Plan, collectively called options, granted subsequent to March 31, 1995 under the fair value method of that statement. The following table illustrates the effect on net income and net income per share as if we had applied the fair value recognition provisions of SFAS No. 123 to stock-based employee compensation for each of the three years ended March 31, 2005, 2004, and 2003:

		Year Ended March 31,
		2005			2004			2003
		(In thousands, except per share data)
Net income, as reported		$	536,159		$	370,619		$	248,438
	Add: Amortization of deferred stock-based compensation included in reported net income, net of tax		3,087			—			—
	Less: Stock-based employee compensation expense excluded from reported net income, net of tax		(116,957	)		(97,711	)		(89,211	)
Pro forma net income		$	422,289		$	272,908		$	159,227
Basic net income per share:
As reported		$	0.81		$	0.61		$	0.43
Pro forma		$	0.64		$	0.45		$	0.27
Diluted net income per share:
As reported		$	0.74		$	0.54		$	0.38
Pro forma		$	0.59		$	0.41		$	0.27

      The fair value of options granted during fiscal 2005, 2004, and 2003 reported below has been estimated at the date of grant using the Black-Scholes option-pricing model assuming no expected dividends and the following weighted average assumptions:

	Employee Stock									Employee Stock
	Options									Purchase Plans
	2005			2004			2003			2005			2004			2003
Expected life (years)		5.18			5.14			5.23			1.25			1.25			1.25
Expected volatility		0.64			0.69			0.72			0.36			0.46			0.59
Risk free interest rate		3.71	%		3.00	%		3.12	%		2.33	%		1.00	%		1.35	%

      The weighted average estimated fair values of employee stock options granted during fiscal 2005, 2004, and 2003 were $15.46, $8.73, and $5.59 per share, respectively. The weighted average estimated fair value of employee stock purchase rights granted under the Employee Stock Purchase Plan during fiscal 2005, 2004, and 2003 were $8.19, $4.36, and $3.37, respectively.

      For purposes of pro forma disclosure, the estimated fair value of the options was amortized to expense using the straight-line method over the options’ vesting period for employee stock options, and over the six-month purchase period for stock purchases under the Employee Stock Purchase Plan.

Concentrations of Credit Risk

      Our product revenues are concentrated in the software industry, which is highly competitive and rapidly changing. Significant technological changes in the industry or customer requirements, or the emergence of competitive products with new capabilities or technologies, could adversely affect our operating results. In addition, a significant portion of our revenues and net income is derived from international sales and independent agents and distributors. Fluctuations of the United States dollar against foreign currencies,

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Summary of Significant Accounting Policies — (Continued)

changes in local regulatory or economic conditions, piracy, or nonperformance by independent agents or distributors could adversely affect operating results.

      Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash equivalents, short-term investments, and trade accounts receivable. Our investment portfolio is diversified and consists of investment grade securities. Our investment policy limits the amount of credit risk exposure to any one issuer and in any one country. We are exposed to credit risks in the event of default by the issuers to the extent of the amount recorded on the Consolidated Balance Sheets. The credit risk in our trade accounts receivable is substantially mitigated by our credit evaluation process, reasonably short collection terms, and the geographical dispersion of sales transactions. We maintain reserves for potential credit losses and such losses have been within management’s expectations.

Legal Expenses

      We accrue estimated legal expenses when the likelihood of the incurrence of the related costs is probable and management has the ability to estimate such costs. If both of these conditions are not met, management records the related legal expenses when incurred. Amounts accrued by us are not discounted. The material assumptions used to estimate the amount of legal expenses include:

•  The monthly legal expense incurred by our external attorneys on the particular case being evaluated

•  Communication between us and our external attorneys on the expected duration of the lawsuit and the estimated expenses during that time

•  Our strategy regarding these lawsuits

•  Deductible amounts under our insurance policies

•  Past experiences with similar lawsuits

Accumulated Other Comprehensive Income

      We report comprehensive income or loss in accordance with the provisions of SFAS No. 130, Reporting Comprehensive Income, which establishes standards for reporting comprehensive income and its components in the financial statements. The components of other comprehensive income (loss) consist of unrealized gains and losses on marketable securities, net of tax, and foreign currency translation adjustments, net of tax. Unrealized gains and losses on our available-for-sale securities are immaterial for all periods presented. Comprehensive income is presented in the accompanying Consolidated Statements of Stockholders’ Equity.

Newly Adopted and Recently Issued Accounting Pronouncements

      In December 2004, the Financial Accounting Standards Board, or FASB, issued SFAS No. 123R, Share-Based Payment, which requires companies to measure and recognize compensation expense for all stock-based payments at fair value. SFAS No. 123R is effective for annual periods beginning after June 15, 2005 and, thus, will be effective for us beginning with the first quarter of fiscal 2007. We are currently evaluating the impact of SFAS No. 123R on our financial position and results of operations. See Stock-Based Compensation above for information related to the pro forma effects on our reported net income and net income per share when applying the fair value recognition provisions of the previous SFAS No. 123 to stock-based employee compensation.

      In December 2004, the FASB issued SFAS No. 153, Exchanges of Nonmonetary Assets — An Amendment of APB Opinion No. 29, Accounting for Nonmonetary Transactions. SFAS No. 153 eliminates the exception from fair value measurement for nonmonetary exchanges of similar productive assets in paragraph 21(b) of APB Opinion No. 29, Accounting for Nonmonetary Transactions, and replaces it with an exception for exchanges that do not have commercial substance. SFAS No. 153 specifies that a nonmonetary

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Summary of Significant Accounting Policies — (Continued)

exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. SFAS No. 153 is effective for fiscal periods beginning after June 15, 2005. The adoption of SFAS No. 153 did not have a material impact on our consolidated financial position, results of operations, or cash flows.

      In October 2004, the FASB issued Emerging Issues Task Force Issue No., or EITF, 04-1, Accounting for Preexisting Relationships between the Parties to a Business Combination, which provides new guidance for the accounting for preexisting relationships between the parties to a business combination. EITF 04-1 also includes additional disclosure requirements for business combinations between parties with a preexisting relationship. EITF 04-1 is effective for fiscal periods beginning after October 13, 2004. The adoption of EITF 04-1 did not have a material impact on our consolidated financial position, results of operations, or cash flows.

      In June 2004, the FASB issued EITF 02-14, Whether an Investor Should Apply the Equity Method of Accounting to Investments Other Than Common Stock. EITF 02-14 addresses whether the equity method of accounting applies when an investor does not have an investment in voting common stock of an investee but exercises significant influence through other means. EITF 02-14 states that an investor should only apply the equity method of accounting when it has investments in either common stock or in-substance common stock of a corporation, provided that the investor has the ability to exercise significant influence over the operating and financial policies of the investee. The accounting provisions of EITF 02-14 are effective for reporting periods beginning after September 15, 2004. The adoption of EITF 02-14 did not have a material impact on our consolidated financial position, results of operations, or cash flows.

      In March 2004, the FASB issued EITF 03-1, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments, which provides new guidance for assessing impairment losses on investments. Additionally, EITF 03-1 includes new disclosure requirements for investments that are deemed to be temporarily impaired. In September 2004, the FASB delayed the accounting provisions of EITF 03-1; however, the disclosure requirements remain effective for annual periods ending after June 15, 2004. The adoption of the disclosure provisions of EITF 03-1 did not have a material impact on our consolidated financial statements. We do not expect the accounting provisions of EITF 03-1 to have a material impact on our consolidated financial position, results of operations, or cash flows.

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Notes to Consolidated Financial Statements

Note 1. Consolidated Balance Sheet Information

	March 31,
	2005			2004
	(In thousands)
Trade accounts receivable, net:
Receivables	$	289,993		$	264,826
Less: allowance for doubtful accounts		(4,668	)		(5,674	)
	$	285,325		$	259,152
Property, equipment, and leasehold improvements, net:
Computer hardware and software	$	419,127		$	378,866
Office furniture and equipment		82,310			74,120
Buildings		156,472			148,782
Leasehold improvements		100,881			77,040
		758,790			678,808
Less: accumulated depreciation and amortization		(433,265	)		(351,129	)
		325,525			327,679
Land		57,164			50,688
	$	382,689		$	378,367

Note 2. Sales and Marketing Expense Information

Technical Support Costs

      Technical support costs relate to the cost of providing free post-contract support and are accrued at the time of product sale. Technical support costs included in Sales and marketing in the Consolidated Statements of Income for fiscal 2005, 2004, and 2003 were $21 million, $20 million, and $20 million, respectively.

Advertising Costs

      Advertising costs are charged to operations as incurred. Advertising costs included in Sales and marketing in the Consolidated Statements of Income for fiscal 2005, 2004, and 2003 were $172 million, $128 million, and $108 million, respectively.

Note 3. Acquisitions

Fiscal 2005 Acquisitions

      During fiscal 2005, we acquired five privately-held companies for a total of $439 million in cash, including acquisition-related expenses resulting from financial advisory, legal and accounting services, duplicate sites, and severance costs, and assumed stock options valued at $1 million. Approximately $1 million of acquisition-related expenses remains as an accrual as of March 31, 2005. We recorded goodwill in connection with each of these acquisitions. In each acquisition, goodwill resulted primarily from our expectation of synergies from the integration of the acquired company’s technology with our technology and the acquired company’s access to our global distribution network. In addition, each acquired company provided a knowledgeable and experienced workforce. The results of operations of the acquired companies have been included in our operations from the dates of acquisition. Brightmail Incorporated, TurnTide, Inc., and Platform Logic, Inc. are included in our Enterprise Security segment and @stake, Inc. and LIRIC Associates are included in our Services

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segment. For details of the purchase price allocations related to Brightmail, refer to Table 3.1 below. For details of the purchase price allocations related to our other fiscal 2005 acquisitions, refer to Table 3.2 below. Our fiscal 2005 acquisitions were considered insignificant for pro forma financial disclosure, both individually and in the aggregate.

Brightmail Incorporated

      On June 21, 2004, we acquired Brightmail, a developer of email services and software for application service providers, Internet service providers, portals, and enterprises, for $317 million in cash, including $2 million of acquisition-related expenses, and assumed stock options valued at $1 million. We expect the acquisition to strengthen our competitive position in the enterprise security market by allowing us to provide integrated antispam and antivirus solutions and by enabling the building of a leading gateway security solution.

      The purchase was completed through a step-acquisition, where prior to the acquisition we owned a 13% equity investment in Brightmail that we purchased in fiscal 2001. Through the merger agreement, we purchased the remaining 87% of Brightmail. The consideration paid pursuant to the merger agreement was based upon a negotiated value of $370 million, which was allocated to the Brightmail security holders as follows: (1) Brightmail shareholders (including Symantec) received a pro rata amount of cash, (2) holders of vested Brightmail stock options received a pro rata amount of cash less their exercise price, and (3) holders of unvested Brightmail stock options received Symantec unvested stock options. Our purchase price is less than the $370 million negotiated value per the merger agreement due to the step-acquisition structure and the accounting for the assumed unvested stock options. For details of the purchase price allocation, refer to Table 3.1.

Brightmail Stock

      The net book value of our original 13% equity ownership in Brightmail was $5 million as of the acquisition date. We paid $261 million in cash to purchase the remaining 87% of Brightmail stock not owned by us. The total amount of $266 million represents the purchase price consideration for 100% of the Brightmail stock.

Vested Brightmail Stock Options

      We paid $49 million to holders of vested options to purchase Brightmail stock, representing the intrinsic value of those options as defined by the merger agreement.

Unvested Brightmail Stock Options

      We assumed unvested Brightmail stock options in exchange for 1.2 million unvested options to purchase Symantec common stock. The fair value of the assumed stock options was $22 million using the Black-Scholes valuation model with the following assumptions: weighted average volatility of 61%, weighted average interest rate of 3.3%, and weighted average life of 3.5 years. The intrinsic value of the unvested options was valued at $21 million and was recorded in deferred stock-based compensation within Stockholders’ Equity in the Consolidated Balance Sheets. The difference between the fair value and the intrinsic value of the unvested portion of the options was an immaterial amount and was included in the purchase price consideration.

      The deferred stock-based compensation is being amortized to operating expense over the remaining service periods of one to four years. During the period from the acquisition date through March 31, 2005, certain unvested options were cancelled as a result of employee terminations, and deferred stock-based compensation was reduced by $1 million. We recorded amortization of deferred stock-based compensation from the Brightmail transaction of $3 million during fiscal 2005.

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Acquisition Costs

      We incurred $2 million for acquisition-related expenses resulting from financial advisory, legal, and accounting services, as well as severance costs.

Purchase Price Allocation

      The Merger Agreement provided for a six-month true up, providing that the cash consideration payable to the former Brightmail security holders be adjusted based on the value of stock options assumed by us that were forfeited in the six months subsequent to the Acquisition Date. As a result of the true up, the former Brightmail security holders were required to return approximately $654,000 to us. This reduction in the purchase price reduced goodwill and is reflected in the purchase price allocation below.

      We have revised the preliminary purchase price allocation from the amounts originally reported in our Form 10-Q for the quarter ended July 2, 2004 primarily as a result of refining various estimates related to the fair value of intangible assets and deferred tax assets, as well as to reflect the results of the six-month true up.

Table 3.1: Brightmail Purchase Price Allocation

		As
		Originally
		Reported		Adjustments			As Adjusted
		(In thousands)
Net tangible assets acquired		$	23,999	$	—		$	23,999
Acquired product rights			29,319		10,701			40,020
Other intangible assets			3,567		4,872			8,439
Acquired in-process research and development, or IPR&D			2,262		1,218			3,480
Goodwill			271,512		(44,553	)		226,959
Deferred tax asset, net			733		14,072			14,805
	Total purchase price	$	331,392	$	(13,690	)	$	317,702

Acquired Product Rights

      The amounts allocated to acquired product rights are being amortized to Cost of revenues in the Consolidated Statements of Income over their useful lives of two to five years.

Other Intangible Assets

      The amounts allocated to other intangible assets include customer base and trade names and are being amortized to Operating expenses in the Consolidated Statements of Income over their useful lives of one to two years.

Acquired IPR&D

      We wrote off the acquired IPR&D totaling $3 million because the acquired technologies had not reached technological feasibility and had no alternative uses. The efforts required to develop the acquired in-process technology principally related to the completion of all planning, design, development, and testing activities that were necessary to establish that the product or service could be produced to meet its design specifications, including features, functions, and performance. We determined the fair value of the acquired in-process technology by estimating the projected cash flows related to the projects and future revenues to be earned upon commercialization of the products. We discounted the resulting cash flows back to their net present

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values. We based the net cash flows from such projects on our analysis of the respective markets and estimates of revenues and operating profits related to these projects.

Goodwill

      Goodwill of $227 million was generated in connection with our acquisition of Brightmail because Brightmail is a market leader in proven antispam products, which will provide us with a reduced time-to-market in this area. In addition, Brightmail has an experienced and knowledgeable workforce, including its executive team, and an existing infrastructure. We also expect to achieve product and cost synergies between the two companies.

Other Fiscal 2005 Acquisitions

TurnTide

      On July 7, 2004, we acquired TurnTide, a developer of antispam routers, for $28 million in cash, including an immaterial amount for acquisition-related expenses resulting from financial advisory, legal, and accounting services. We expect the acquisition to strengthen our competitive position in the enterprise security market by allowing us to provide integrated antispam and antivirus solutions and by enabling the building of a gateway security solution.

@stake

      On October 7, 2004, we acquired @stake, a digital security company that helps corporations secure their critical infrastructure and applications, for $49 million in cash, including an immaterial amount of acquisition-related expenses resulting from financial advisory, legal, and accounting services. We expect the acquisition to strengthen our competitive position in the services market by strengthening our presence in the security consulting sector and by increasing our expertise in the areas of application, wireless, and critical infrastructure security.

LIRIC

      On October 11, 2004, we acquired LIRIC Associates, a UK-based consultancy firm that offers expertise in assessing the security needs of highly complex global networks and designing the architecture and policies to secure these networks, for $15 million in cash, including an immaterial amount for acquisition-related expenses resulting from financial advisory, legal, and accounting services. We expect the acquisition to strengthen our competitive position in the services market by strengthening our presence in the security consulting sector in the UK and by increasing our expertise in the area of critical infrastructure security.

Platform Logic

      On December 9, 2004, we acquired Platform Logic, a technology company that had developed a single host intrusion prevention product, for $30 million in cash, including an immaterial amount for acquisition-related expenses resulting from financial advisory, legal, and accounting services. We expect the acquisition to strengthen our competitive position in the enterprise security sector by providing technology that is complementary to our current offerings.

      The table below provides details of the purchase price allocations of these other fiscal 2005 acquisitions. The amounts allocated to acquired product rights are being amortized to Cost of revenues in the Consolidated Statements of Income over their useful lives of one to five years. The amounts allocated to other intangible assets include customer base and tradenames and are being amortized to Operating expenses in the Consolidated Statements of Income over their useful lives of three to eight years.

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Table 3.2: Other Fiscal 2005 Purchase Price Allocations

									Deferred
			Acquired				Other		Tax			Other Assets
	Purchase		Product				Intangible		(Liabilities)			(Liabilities),
	Price		Rights		Goodwill		Assets		Assets, Net			Net
	(In thousands)
TurnTide	$	28,184	$	4,200	$	25,933	$	60	$	(1,704	)	$	(305	)
@stake		49,037		9,200		21,082		11,100		3,454			4,201
LIRIC		14,827		540		9,300		6,475		(2,105	)		617
Platform Logic		30,336		3,900		27,206		50		(599	)		(221	)
Total	$	122,384	$	17,840	$	83,521	$	17,685	$	(954	)	$	4,292

Pending Acquisition

      On December 16, 2004, we announced a definitive agreement with VERITAS Software Corporation, or VERITAS, a leading independent supplier of storage and infrastructure software products and services. Under this agreement, we would acquire all of the outstanding stock of VERITAS in exchange for 1.1242 shares of Symantec common stock for each outstanding share of VERITAS common stock. In addition, we would assume all outstanding VERITAS stock options with an exercise price less than or equal to $49.00 per share, as well as each outstanding option that was granted under certain specified VERITAS option plans, as adjusted in accordance with the exchange ratio. All other outstanding VERITAS stock options would be cancelled. The estimated purchase price is $13 billion, which includes the estimated fair value of Symantec common stock to be issued and VERITAS options to be assumed, as well as estimated direct transaction costs. We derived this estimate using an average market price per share of Symantec common stock of $25.87, which was based on an average of the closing prices for a range of trading days (December 14, 2004 through December 20, 2004, inclusive) around the announcement date (December 16, 2004) of the proposed transaction. The final purchase price would be determined based upon the number of VERITAS shares and options outstanding at the closing date. Completion of the transaction is subject to customary closing conditions that include, among others, receipt of required approvals from Symantec and VERITAS stockholders. Under terms specified in the merger agreement, Symantec or VERITAS may terminate the agreement and as a result either Symantec or VERITAS may be required to pay a $440 million termination fee to the other party in certain circumstances. While we currently anticipate that we will be in a position to complete the merger on or prior to June 30, 2005, we believe that there may be administrative benefits to completing the merger at the beginning of our second quarter of fiscal 2006. Symantec and VERITAS have therefore discussed the possibility of closing the merger during the first week of that fiscal quarter. Unless otherwise indicated, the discussions in this document relate to Symantec as a stand-alone entity and do not reflect the impact of the pending business combination transaction with VERITAS.

Fiscal 2004 Acquisitions

      During fiscal 2004, we acquired two public and two privately-held companies for a total of $311 million in cash, including acquisition-related expenses resulting from financial advisory, legal, and accounting services, duplicate sites, and severance costs. An insignificant amount of acquisition-related expenses remain as an accrual as of March 31, 2005. We recorded goodwill in connection with each of these acquisitions. In each acquisition, goodwill resulted primarily from our expectation of synergies from the integration of the acquired company’s technology with our technology and the acquired company’s access to our global distribution network. In addition, each acquired company provided a knowledgeable and experienced workforce. The results of operations of the acquired companies have been included in our operations from the dates of acquisition. ON Technology Corp. and PowerQuest, Inc. are included in our Enterprise Administration

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segment, and SafeWeb, Inc. and Nexland, Inc. are included in our Enterprise Security segment. For details of the purchase price allocations, refer to Table 3.3 below. Our fiscal 2004 acquisitions were considered insignificant for pro forma financial disclosure, both individually and in the aggregate.

ON Technology

      On February 13, 2004, we acquired ON Technology, a global provider of enterprise infrastructure management solutions, for $109 million in cash, including $7 million of acquisition-related expenses. The acquisition strengthened our competitive position in the enterprise administration market by allowing us to provide a unified solution that will help customers create a secure enterprise infrastructure. ON Technology’s software distribution and configuration management capabilities will be a critical component to the end-to-end system we are establishing to help customers build, manage, and protect their IT infrastructures. Subsequent to the acquisition, we revised the purchase price allocation to reduce goodwill by $16 million, related to the final determination of deferred tax assets upon filing ON Technology’s final tax return.

PowerQuest

      On December 5, 2003, we acquired PowerQuest, a global provider of automated deployment and recovery solutions for corporations and individual users, for $154 million in cash, including $4 million of acquisition-related expenses. The acquisition strengthened our competitive position in the enterprise administration market by enabling us to deliver solutions that allow customers to build, manage, and protect their IT infrastructures with end-to-end security management capabilities. Subsequent to the acquisition, we revised the purchase price allocation to reduce goodwill by $6 million, of which $5 million related to the final determination of deferred tax assets upon filing PowerQuest’s final tax return and $1 million related to the true up of liabilities for severance and legal fees.

SafeWeb

      On October 15, 2003, we acquired SafeWeb, a provider of SSL VPN appliances, for $27 million in cash, including minimal acquisition-related expenses. The acquisition strengthened our competitive position in the enterprise security market by allowing us to offer SafeWeb’s Secure Extranet Appliance technology designed to reduce the cost and complexity of deploying, managing, and maintaining secure access to remote users.

Nexland

      On July 17, 2003, we acquired Nexland, an Internet security company whose Internet Protocol-based networking appliances are installed at enterprise branches and telecommuter offices worldwide, for $21 million in cash, including minimal acquisition-related expenses. The acquisition strengthened our competitive position in the enterprise security solutions market as it is expected to allow us to further develop Symantec integrated solutions.

      The table below provides details of the purchase price allocations of our fiscal 2004 acquisitions. The amounts allocated to acquired product rights are being amortized to Cost of revenues in the Consolidated Statements of Income over their useful lives of one to five years. The amounts allocated to other intangible assets includes customer base and tradenames and are being amortized to Operating expenses in the Consolidated Statements of Income over their useful lives of one to seven years.

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Table 3.3: Fiscal 2004 Purchase Price Allocations

					Acquired				Other		Deferred		Other Assets
	Purchase		Acquired		Product				Intangible		Tax		(Liabilities),
	Price		IPR&D		Rights		Goodwill		Assets		Assets, Net		Net
	(In thousands)
ON Technology	$	109,356	$	1,110	$	7,410	$	70,463	$	5,660	$	10,293	$	14,420
PowerQuest		154,347		1,600		19,600		114,352		2,400		270		16,125
SafeWeb		26,569		—		1,000		21,603		—		3,600		366
Nexland		20,891		1,000		1,000		20,791		60		547		(2,507	)
Total	$	311,163	$	3,710	$	29,010	$	227,209	$	8,120	$	14,710	$	28,404

Fiscal 2003 Acquisitions

      During fiscal 2003, we acquired four privately-held companies for a total of $382 million in cash, including acquisition-related expenses resulting from financial advisory, legal, and accounting services, and severance costs. We recorded goodwill in connection with each of these acquisitions. In each acquisition, goodwill resulted primarily from our expectation of synergies from the integration of the acquired company’s technology with our technology and the acquired company’s access to our global distribution network. In addition, each required company provided a knowledgeable and experienced workforce. The results of operations of the acquired companies have been included in our operations from the dates of acquisition. Recourse Technologies, Inc., SecurityFocus, Inc., and Mountain Wave, Inc. are included in our Enterprise Security segment and Riptech, Inc. is included in our Services segment. For details of the purchase price allocations, refer to Table 3.4 below. Our fiscal 2003 acquisitions were considered insignificant for pro forma financial disclosure, both individually and in the aggregate.

Riptech

      On August 19, 2002, we acquired Riptech, a provider of scalable, real-time managed security services that protect clients through advanced outsourced security monitoring and professional services, for $147 million in cash, including $3 million of acquisition-related expenses.

Recourse

      On August 19, 2002, we acquired Recourse, a provider of security threat management solutions that detect, analyze, and respond to both known and novel threats, including intrusions, internal attacks, and denial of service attacks, for $138 million in cash, including $3 million of acquisition-related expenses.

SecurityFocus

      On August 5, 2002, we acquired SecurityFocus, a provider of enterprise security threat management systems, providing global early warning of cyberattacks, customized and comprehensive threat alerts, and countermeasures to prevent attacks before they occur, for $76 million in cash, including minimal acquisition-related expenses.

Mountain Wave

      On July 2, 2002, we acquired Mountain Wave, a provider of automated attack sensing and warning software and services for real-time enterprise security operations management, for $21 million in cash, including minimal acquisition-related expenses.

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      The table below provides details of the purchase price allocations of our fiscal 2003 acquisitions. The amounts allocated to acquired product rights are being amortized to Cost of revenues in the Consolidated Statements of Income over their useful lives of one to five years. The amounts allocated to other intangible assets include customer base and tradenames and are being amortized to Operating expenses in the Consolidated Statements of Income over their useful lives of one to four years.

Table 3.4: Fiscal 2003 Purchase Price Allocations

					Acquired				Other		Deferred		Other Assets
	Purchase		Acquired		Product				Intangible		Tax		(Liabilities),
	Price		IPR&D		Rights		Goodwill		Assets		Assets, Net		Net
	(In thousands)
Riptech	$	147,446	$	2,100	$	12,700	$	116,543	$	—	$	7,974	$	8,129
Recourse		137,555		1,000		19,000		108,546		2,164		9,090		(2,245	)
SecurityFocus		76,177		1,600		6,840		64,091		2,100		503		1,043
Mountain Wave		20,698		—		2,000		17,320		—		1,740		(362	)
Total	$	381,876	$	4,700	$	40,540	$	306,500	$	4,264	$	19,307	$	6,565

Note 4. Goodwill, Acquired Product Rights and Other Intangible Assets

      Goodwill by operating segment is as follows:

		Enterprise			Enterprise					Consumer
		Security			Administration			Services		Products			Total
		(In thousands)
Balance, as of March 31, 2004		$	738,311		$	214,315		$	118,801	$	9,332		$	1,080,759
Goodwill acquired during fiscal 2005:
	Brightmail		226,959			—			—		—			226,959
	TurnTide		25,933			—			—		—			25,933
	@stake		—			—			21,082		—			21,082
	LIRIC		—			—			9,300		—			9,300
	Platform Logic		27,206			—			—		—			27,206
Goodwill adjustments			(787	)		(21,123	)		—		(4,116	)		(26,026	)
Balance, as of March 31, 2005		$	1,017,622		$	193,192		$	149,183	$	5,216		$	1,365,213

      During fiscal 2005, we adjusted goodwill related to business acquisitions completed prior to March 31, 2004, including Axent Technologies within the Enterprise Security segment, On Technology and PowerQuest within the Enterprise Administration segment, and Quarterdeck Corporation within the Consumer Products segment. Goodwill related to Quarterdeck, purchased in the March 1999 quarter, and Axent, purchased in the December 2000 quarter, were adjusted based on final deferred tax determinations. For more information regarding our goodwill adjustment to ON Technology and PowerQuest, see Note 3, Acquisitions.

      Goodwill is tested for impairment on an annual basis, or earlier if indicators of impairment exist. We completed our annual goodwill impairment test required by SFAS No. 142 during the March 2005 quarter and determined that there was no impairment of goodwill.

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      Acquired product rights were subject to amortization as follows:

	March 31, 2005
	Gross Carrying		Accumulated			Net Carrying
	Amount		Amortization			Amount
	(In thousands)
Acquired product rights, net:
Developed technology	$	243,958	$	(167,061	)	$	76,897
Patents		53,559		(11,030	)		42,529
Backlog and other		14,761		(6,568	)		8,193
	$	312,278	$	(184,659	)	$	127,619

	March 31, 2004
	Gross Carrying		Accumulated			Net Carrying
	Amount		Amortization			Amount
	(In thousands)
Acquired product rights, net:
Developed technology	$	202,995	$	(128,196	)	$	74,799
Patents		48,583		(4,252	)		44,331
Backlog and other		4,240		(2,432	)		1,808
	$	255,818	$	(134,880	)	$	120,938

      On March 31, 2005, we entered into a patent license agreement with Tumbleweed Communications Corporation. The total cost of the patent license agreement was $1 million, which was paid in cash in March 2005. Under the transaction, we recorded $375,000 of patent settlement costs in the March 2005 quarter that were related to benefits received by us in and prior to the March 2005 quarter. The remaining amount was recorded as an asset and is being amortized to Cost of revenues in the Consolidated Statements of Income over the remaining life of the patent, which expires in March 2010.

      On January 28, 2005 we purchased technology patents from ReefEdge, Inc. for $800,000 in cash, which we recorded as acquired product rights. The acquired product rights are being amortized to Cost of revenues in the Consolidated Statements of Income over the estimated useful life of 5 years.

      On August 6, 2003, we purchased a security technology patent as part of a settlement in Hilgraeve, Inc. v. Symantec Corporation. As part of the settlement, we also received licenses to the remaining patents in Hilgraeve’s portfolio. The total cost of purchasing the patent and licensing additional patents was $63 million, which was paid in cash in August 2003. Under the transaction, we recorded $14 million of patent settlement costs in the June 2003 quarter that were related to benefits received by us in and prior to the June 2003 quarter. The remaining $49 million was recorded as acquired product rights and is being amortized to Cost of revenues in the Consolidated Statements of Income over the remaining life of the primary patent, which expires in June 2011.

      On April 17, 2003, we purchased acquired product rights related to Roxio Inc.’s GoBack computer recovery software business for $13 million in cash. The acquired product rights are being amortized to Cost of revenues over their estimated useful life of three years.

      During fiscal 2005, 2004, and 2003, amortization expense for acquired product rights was $49 million, $41 million, and $30 million, respectively. Amortization of acquired product rights was included in Cost of revenues in the Consolidated Statements of Income. The weighted average useful life of acquired product

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rights is approximately 3 years. Annual amortization of acquired product rights, based upon our existing acquired product rights and their current useful lives, is estimated to be the following as of March 31, 2005:

2006	$	43 million
2007	$	30 million
2008	$	23 million
2009	$	16 million
2010	$	9 million
Thereafter	$	7 million

      Other intangible assets were subject to amortization as follows:

	March 31, 2005
	Gross Carrying		Accumulated			Net Carrying
	Amount		Amortization			Amount
Other intangible assets, net:
Customer base	$	36,898	$	(7,543	)	$	29,355
Tradename		7,606		(6,922	)		684
Marketing-related assets		2,100		(1,400	)		700
	$	46,604	$	(15,865	)	$	30,739

	March 31, 2004
	Gross Carrying		Accumulated			Net Carrying
	Amount		Amortization			Amount
Other intangible assets, net:
Customer base	$	11,410	$	(4,229	)	$	7,181
Tradename		6,910		(5,345	)		1,565
Marketing-related assets		2,100		(875	)		1,225
	$	20,420	$	(10,449	)	$	9,971

      During fiscal 2005, 2004, and 2003, amortization expense for other intangible assets was $5 million, $3 million, and $3 million, respectively. Amortization of other intangible assets was included in Operating expenses in the Consolidated Statements of Income. The weighted average useful life of other intangible assets is approximately 6 years. Annual amortization of other intangible assets, based upon our existing intangible assets and their current useful lives, is estimated to be the following as of March 31, 2005:

2006	$	6 million
2007	$	5 million
2008	$	5 million
2009	$	5 million
2010	$	3 million
Thereafter	$	7 million

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Note 5. Investments

Cash Equivalents and Short-Term Investments

      The estimated fair value of the cash equivalents and short-term investments consisted of the following:

		March 31,
		2005			2004
		(In thousands)
Corporate securities		$	1,760,871		$	1,388,382
Taxable auction rate securities			—			328,400
Money market funds			343,290			149,269
Corporate bonds			75,126			95,201
United States government and government-sponsored securities			752,781			194,633
Bank securities and deposits			31,214			80,057
	Total available-for-sale investments		2,963,282			2,235,942
Less: amounts classified as cash equivalents			(848,128	)		(386,473	)
		$	2,115,154		$	1,849,469

      The estimated fair value of cash equivalents and short-term investments by contractual maturity as of March 31, 2005 was as follows:

	(In thousands)
Due in one year or less	$	2,948,100
Due after one year and through 3 years		15,182
	$	2,963,282

      Fair values of cash equivalents and short-term investments approximate cost primarily due to the short-term maturities of the investments and the absence of changes in security credit ratings.

      Unrealized gains and losses on available-for-sale securities were reported as a component of Stockholders’ Equity and were immaterial for all periods presented.

Equity Investments in Privately Held Companies

      As of March 31, 2005 and 2004, we held equity investments with a carrying value of $11 million in several privately-held companies. These investments were recorded at cost as we do not have significant influence over the investee and are classified as Other long-term assets on the Consolidated Balance Sheets. During fiscal 2005, 2004 and 2003, we recognized a decline in value of these investments determined to be other-than-temporary of $1 million, $3 million, and $1 million, respectively. The other-than-temporary declines in fair value were recorded as Interest and other income, net on the Consolidated Statements of Income.

Note 6. Convertible Subordinated Notes

      On October 24, 2001, we completed a private offering of $600 million 3% convertible subordinated notes due November 1, 2006, the net proceeds of which were $585 million. The notes were convertible into shares of our common stock by the holders at any time before maturity at a conversion price of $8.54 per share, subject to certain adjustments. We had the right to redeem the remaining notes on or after November 5, 2004, at a redemption price of 100.75% of stated principal during the period November 5, 2004 through October 31, 2005. Interest was paid semi-annually and we commenced making these payments on May 1, 2002. Debt

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Notes to Consolidated Financial Statements — (Continued)

issuance costs of $16 million related to the notes were being amortized on a straight-line basis through November 1, 2006. We had reserved 70.3 million shares of common stock for issuance upon conversion of the notes.

      On July 20, 2004, our Board of Directors approved the redemption of all of the outstanding convertible subordinated notes and in September 2004 we sent notice to registered holders that all notes would be redeemed November 5, 2004. As of November 4, 2004 (the day prior to the redemption date), substantially all of the outstanding convertible subordinated notes were converted into 70.3 million shares of our common stock. The remainder was redeemed for cash. Unamortized debt issuance costs of $6 million relative to the converted notes were charged to Capital in excess of par value on the Consolidated Balance Sheet during fiscal 2005.

Note 7. Commitments

Leases

      We lease certain of our facilities and equipment under operating leases that expire at various dates through 2018. We currently sublease some space under various operating leases that will expire at various dates through 2008.

      The future fiscal year minimum operating lease commitments were as follows as of March 31, 2005:

	(In thousands)
2006	$	41,147
2007		32,363
2008		19,178
2009		7,944
2010		6,614
Thereafter		11,848
Operating lease commitments		119,094
Sublease income		(10,482	)
Net operating lease commitments	$	108,612

      Based on existing subleases, we expect to record future sublease income of $5 million, $3 million, and $1 million during fiscal 2006, 2007, and 2008, respectively, and insignificant amounts per year thereafter.

      Rent expense charged to operations totaled $35 million, $27 million, and $25 million during fiscal 2005, 2004 and 2003, respectively.

      In March 2003, we terminated our synthetic lease obligations for four facilities located in Cupertino, California, Springfield, Oregon, and Newport News, Virginia by purchasing the land and buildings for $124 million.

Pending Merger

      Under certain terms specified in the merger agreement, Symantec or VERITAS may terminate the agreement and as a result either Symantec or VERITAS may be required to pay a $440 million termination fee to the other party in certain circumstances.

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Development Agreement

      During the March 2005 quarter, we entered into a development agreement in the amount of $22 million in connection with the refurbishment of a building in Dublin, Ireland. Payment of this amount is contingent upon the achievement of certain agreed-upon milestones. As none of these milestones have been reached as of March 31, 2005, there is no accrual relative to the $22 million commitment included in our liabilities on our Consolidated Balance Sheet as of March 31, 2005.

Royalties

      We have certain royalty commitments associated with the shipment and licensing of certain products. Royalty expense is generally based on a dollar amount per unit shipped or a percentage of underlying revenue. Certain royalty commitments have minimum commitment obligations; however, as of March 31, 2005 all such obligations are immaterial.

Indemnification

      As permitted under Delaware law, we have agreements whereby we indemnify our officers and directors for certain events or occurrences while the officer or director is, or was, serving at our request in such capacity. The indemnification period covers all pertinent events and occurrences during the officer’s or director’s lifetime. The maximum potential amount of future payments we could be required to make under these indemnification agreements is not limited; however, we have director and officer insurance coverage that reduces our exposure and enables us to recover a portion or all of any future amounts paid. We believe the estimated fair value of these indemnification agreements in excess of applicable insurance coverage is minimal.

Note 8. Stock Transactions

Stock Repurchases

      On January 16, 2001, our Board of Directors replaced an earlier stock repurchase authorization with a new authorization to repurchase up to $700 million of Symantec common stock, not to exceed 60.0 million shares, with no expiration date. On January 20, 2004, our Board of Directors increased the dollar amount of our stock repurchase authorization from $700 million to $940 million, without any specific limit on the number of shares to be repurchased. On October 19, 2004, our Board of Directors increased the dollar amount of our stock repurchase authorization by $300 million, without any specific limit on the number of shares to be repurchased. In connection with the stock repurchase authorizations, we have a repurchase plan under Rule 10b5-1 to facilitate stock repurchases up to $60 million per quarter. Pending the completion of the proposed merger with VERITAS Software, we will be subject to a regulatory limitation that limits the level of quarterly repurchases allowed.

      During fiscal 2005, we repurchased 7.8 million shares under the amended stock repurchase authorization, at prices ranging from $21.05 to $30.77 per share, for an aggregate amount of $192 million. During fiscal 2004, we repurchased 3.0 million shares under the amended stock repurchase authorization, at prices ranging from $19.52 to $20.82 per share, for an aggregate amount of $60 million. During fiscal 2003, we repurchased 8.8 million shares at prices ranging from $6.99 to $7.49 per share, for an aggregate amount of $64 million.

      On March 28, 2005, the Board of Directors increased the dollar amount of authorized stock repurchases by $3 billion effective upon completion of the VERITAS merger, without any specific limit on the number of shares to be repurchased. We expect to repurchase shares pursuant to this authorization for cash as business conditions warrant between the date of the completion of the merger and March 31, 2006. Excluding the post-merger authorization, as of March 31, 2005, $475 million remained authorized by our Board of Directors.

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Notes to Consolidated Financial Statements — (Continued)

Stock Dividends

      On October 19, 2004, our Board of Directors approved a two-for-one stock split to be effected as a stock dividend. Stockholders of record at the close of business on November 11, 2004 were issued one additional share of common stock for each share owned as of that date. An additional 353 million shares resulting from the stock dividend were issued in book-entry form on November 30, 2004.

      On October 22, 2003, our Board of Directors approved a two-for-one stock split to be effected in the form of a stock dividend. Stockholders of record at the close of business on November 5, 2003 were issued one additional share of common stock for each share owned as of that date. An additional 154 million shares resulting from the stock dividend were issued in book-entry form on November 19, 2003.

Increase to Authorized Shares

      On September 15, 2004, our stockholders approved the adoption of our amended and restated certificate of incorporation, which increased the number of authorized shares of common stock from 900,000,000 to 1,600,000,000.

Note 9. Net Income Per Share

      The components of net income per share were as follows:

	Year Ended March 31,
	2005		2004		2003
	(In thousands, except per share data)
Basic Net Income Per Share
Net income	$	536,159	$	370,619	$	248,438
Weighted average number of common shares outstanding during the period		660,631		611,970		581,580
Basic net income per share	$	0.81	$	0.61	$	0.43
Diluted Net Income Per Share
Net income	$	536,159	$	370,619	$	248,438
Interest on convertible subordinated notes, net of income tax effect		8,380		14,392		14,393
Net income, as adjusted	$	544,539	$	385,011	$	262,831
Weighted average number of common shares outstanding during the period		660,631		611,970		581,580
Shares issuable from assumed exercise of options using the treasury stock method		35,745		36,842		30,992
Shares issuable from assumed conversion of convertible subordinated notes		41,780		70,298		70,300
Restricted stock		89		—		—
Total shares for purpose of calculating diluted net income per share		738,245		719,110		682,872
Diluted net income per share	$	0.74	$	0.54	$	0.38

      During fiscal 2005, 2004, and 2003, 4.2 million, 1.7 million, and 2.8 million shares, respectively, issuable from the assumed exercise of options were excluded from the computation of diluted net income per share as their effect would have been anti-dilutive.

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Note 10. Adoption of Stockholder Rights Plan

      On August 11, 1998, the Board of Directors adopted a stockholder rights plan designed to ensure orderly consideration of any future unsolicited acquisition attempt to ensure a fair value of Symantec for our stockholders. In connection with the plan, the Board of Directors declared and paid a dividend of one preferred share purchase right for each share of Symantec common stock outstanding on the record date, August 21, 1998. The rights are initially attached to Symantec common stock and will not trade separately. If a person or a group, an Acquiring Person, acquires 20% or more of our common stock, or announces an intention to make a tender offer for 20% or more of our common stock, the rights will be distributed and will thereafter trade separately from the common stock.

      If the rights become exercisable, each right (other than rights held by the Acquiring Person) will entitle the holder to purchase, at a price equal to the exercise price of the right, a number of shares of our common stock having a then-current value of twice the exercise price of the right. If, after the rights become exercisable, we agree to merge into another entity or we sell more than 50% of our assets, each right will entitle the holder to purchase, at a price equal to the exercise price of the right, a number of shares of common stock of such entity having a then-current value of twice the exercise price.

      We may exchange the rights at a ratio of one share of common stock for each right (other than the Acquiring Person) at any time after an Acquiring Person acquires 20% or more of our common stock but before such person acquires 50% or more of our common stock. We may also redeem the rights at our option at a price of $0.001 per right at any time before an Acquiring Person has acquired 20% or more of our common stock. The rights will expire on August 12, 2008.

Note 11. Employee Benefits

401(k) Plan

      We maintain a salary deferral 401(k) plan for all of our domestic employees. This plan allows employees to contribute up to 20% of their pretax salary up to the maximum dollar limitation prescribed by the Internal Revenue Code. We match 100% of the first $500 of employees’ contributions and 50% of the employees’ contribution over $500. The maximum employer match in any given plan year is 3% of the employees’ eligible compensation. Our contributions under the plan were $8 million, $7 million, and $4 million during fiscal 2005, 2004, and 2003, respectively.

Restricted Shares

      On October 20, 2004, we issued 200,000 restricted shares of common stock to our current Senior Vice President of Finance and Chief Financial Officer, at a purchase price of $1,000 (representing the aggregate par value at the date of issuance), vesting 50% at each anniversary date. The market value of the common stock on the date of grant less the purchase price was $6 million and was recorded in Deferred stock-based compensation within Stockholders’ Equity in the Consolidated Balance Sheets during fiscal 2005. The deferred stock-based compensation is being amortized over the two-year service period. We recorded amortization expense of $1 million during fiscal 2005.

      During fiscal 1999, we issued 800,000 restricted shares to our current Chief Executive Officer, or CEO, for a purchase price of $1,000 (representing the aggregate par value at the date of issuance), vesting 50% at each anniversary date, which commenced April 14, 2000. The market value of the common stock on the date of grant less the purchase price, was recorded in Deferred stock-based compensation within Stockholders’ Equity in the Condensed Consolidated Balance Sheets during fiscal 1999. The deferred stock-based compensation was amortized over the two-year service period.

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Notes to Consolidated Financial Statements — (Continued)

Stock Purchase Plans

2002 Executive Officers’ Stock Purchase Plan

      In September 2002, our stockholders approved the 2002 Executive Officers’ Stock Purchase Plan and reserved 250,000 shares of common stock for issuance thereunder, of which none are subject to adjustment pursuant to changes in capital. The purpose of the plan is to provide executive officers with a means to acquire an equity interest in Symantec at fair market value by applying a portion or all of their respective bonus payments towards the purchase price. Each executive officer may purchase up to 10,000 shares in any fiscal year. As of March 31, 2005, no shares have been issued under the plan and the entire 250,000 shares remain available for future issuance. Shares reserved for issuance under this plan have not been adjusted for the stock dividends.

1998 Employee Stock Purchase Plan

      In September 1998, our stockholders approved the 1998 Employee Stock Purchase Plan and reserved 4.0 million shares of common stock for issuance thereunder. In September 1999, the plan was amended by our stockholders to increase the shares available for issuance by 6.1 million and to add an “evergreen” provision whereby the number of shares available for issuance increases automatically on January 1 of each year (beginning in 2000) by 1% of our outstanding shares of common stock on each immediately preceding December 31 during the term of the plan. In July 2004, the Board of Directors eliminated this provision. As of March 31, 2005, 22.3 million shares remain available for issuance under the plan.

      Subject to certain limitations, our employees may purchase, through payroll deductions of 2% to 10% of their compensation, shares of common stock at a price per share that is the lesser of 85% of the fair market value as of the beginning of the two-year offering period or the end of the six-month purchase period. In March 2005, the Board of Directors eliminated the two-year offering period. The Employee Stock Purchase Plan will continue to allow employees to purchase shares of common stock at a price per share that is 85% of the fair market value on the purchase date. Under the Employee Stock Purchase Plan 3.2 million, 2.9 million, and 4.3 million shares were issued during fiscal 2005, 2004, and 2003, respectively, representing $32 million, $23 million, and $17 million in contributions, respectively. As of March 31, 2005, a total of 16.3 million shares had been issued under this plan.

Stock Award Plans

2000 Director Equity Incentive Plan

      In September 2000, our stockholders approved the 2000 Director Equity Incentive Plan and reserved 50,000 shares of common stock for issuance thereunder. In September 2004, stockholders increased the number of shares of stock that may be issued by 50,000. In addition, in September 2004, stockholders approved an amendment to the 2000 Director Equity Incentive Plan such that it may be proportionately adjusted upon any changes in capital structure. Therefore, reserve amounts have been adjusted to reflect the two-for-one stock split, effected as a stock dividend in November 2004. The purpose of this plan is to provide the members of the Board of Directors with an opportunity to receive common stock for all or a portion of the retainer payable to each director for serving as a member. Each director may elect to receive 50% to 100% of the retainer to be paid in the form of stock. As of March 31, 2005, a total of 41,000 shares had been issued under this plan and 59,000 shares remained available for future issuance.

Stock Option Plans

      We maintain stock option plans pursuant to which an aggregate total of 108 million shares of common stock have been reserved for issuance as incentive and nonqualified stock options to employees, officers, directors, consultants, independent contractors, and advisors to us, or of any parent, subsidiary, or affiliate of

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Symantec as the Board of Directors or committee may determine. The purpose of these plans is to attract, retain, and motivate eligible persons whose present and potential contributions are important to our success by offering them an opportunity to participate in our future performance through awards of stock options and stock bonuses. Under the terms of these plans, the option exercise price may not be less than 100% of the fair market value on the date of grant and the options have a maximum term of ten years and generally vest over a four-year period.

2004 Equity Incentive Plan

      In September 2004, stockholders approved the terms of the 2004 Equity Incentive Plan and reserved 18.0 million shares for issuance thereunder. Up to 10% of the shares reserved may be granted in the form of restricted stock awards. Under this plan, we grant options to employees, officers, directors, consultants, independent contractors, and advisors to us, or of any parent, subsidiary, or affiliate of Symantec as the Board of Directors or committee may determine. This plan will supercede the 1996 Equity Incentive Plan when it expires in March 2006. Under terms of this plan, the Compensation Committee determines whether an option will be an incentive stock option or a non-qualified stock option. Options generally are subject to a four-year vesting period with a one-year period before any vesting occurs, and the exercise price may not be less than 100% of the fair market value of one share of Symantec common stock on the date of the grant. As of March 31, 2005, no options have been issued under this plan.

2001 Non-Qualified Equity Incentive Plan

      In January 2001, the Board of Directors approved the terms of the 2001 Non-Qualified Equity Incentive Plan and reserved for issuance 24.0 million shares for issuance thereunder. Options awarded to insiders, defined as officers, directors, or other persons subject to Section 16 of the Securities Exchange Act of 1934, may not exceed in the aggregate fifty (50%) percent of all shares that are available for grant under the plan and employees of the company who are not insiders must receive at least fifty (50%) percent of all shares that are available for grant under the plan. The terms of this plan were similar to those of our 2004 Equity Incentive Plan, except that only non-qualified stock options could be granted and it was adopted, and could be amended, without stockholder approval. In September 2004, as a result of the adoption of the 2004 Equity Incentive Plan, we terminated the plan. As of March 31, 2005, 2.8 million options were outstanding under this plan and no shares remained available for future issuance.

1999 Acquisition Plan

      In July 1999, the Board of Directors approved the terms of the 1999 Acquisition Plan and reserved 4.0 million shares of common stock for issuance thereunder. Options awarded to officers may not exceed in the aggregate thirty (30%) percent of all shares that are available for grant under the plan. The terms of this plan are similar to those of our 2004 Equity Incentive Plan, except that it was adopted, and may be amended, without stockholder approval. As of March 31, 2005, 137,000 options were outstanding under this plan and none remain available for future issuance.

1996 Equity Incentive Plan

      In May 1996, our stockholders approved the 1996 Equity Incentive Plan and reserved 32.6 million shares of common stock for issuance thereunder. Subsequently, our stockholders approved a number of amendments that increased the number of shares of common stock reserved for issuance under the plan to a total of 195.5 million shares. As of March 31, 2005, 64.1 million options were outstanding under this plan and 21.0 million remained available for future issuance.

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Notes to Consolidated Financial Statements — (Continued)

Executive Stock Option Grants

      In accordance with our CEO’s, employment agreement dated April 11, 1999, the Board of Directors approved the issuance of a non-qualified stock option to acquire 1.6 million shares of common stock to the CEO. The option was granted at 100% of the fair market value on the date of grant, has a term life of ten years, and vests over a five-year period. As of March 31, 2005, no options were outstanding.

      On December 20, 1999, a non-qualified option to acquire 160,000 shares was approved for grant to the CEO and was deemed granted on January 1, 2000. The option was granted at 100% of the fair market value on the date of grant, has a term life of ten years, and vests over a four-year period. As of March 31, 2005, all options were still outstanding under this grant.

1988 Employee Stock Option Plan

      The 1988 Employee Stock Option Plan was superseded by the 1996 Equity Incentive Plan. As of March 31, 2005, 152,000 options were outstanding under the 1998 Employee Stock Option Plan and no further options may be granted.

Acquired Stock Option Plans

      We assumed stock option plans in connection with our acquisitions of Brightmail in June 2004, AXENT Technologies in December 2000, and Central Point Software in June 1994. As of March 31, 2005, 1.4 million options were outstanding under these plans and no further options may be granted.

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Notes to Consolidated Financial Statements — (Continued)

Stock Option Activity

				Weighted
				Average
				Exercise
	Number			Price per
	of Shares			Share
	(In thousands, except
	weighted average
	exercise price per
	share)
Outstanding as of March 31, 2002		115,136		$	5.70
Granted		14,192		$	9.03
Exercised		(25,560	)	$	4.73
Canceled		(9,292	)	$	6.71
Outstanding as of March 31, 2003		94,476		$	6.36
Granted		18,996		$	14.49
Exercised		(28,708	)	$	5.83
Canceled		(5,222	)	$	8.26
Outstanding as of March 31, 2004		79,542		$	8.36
Granted		14,496		$	24.06
Exercised		(21,132	)	$	6.13
Canceled		(4,133	)	$	12.92
Outstanding as of March 31, 2005		68,773		$	12.08
Options exercisable at:
March 31, 2005		35,663		$	7.48
March 31, 2004		35,648		$	5.95
March 31, 2003		37,148		$	5.54

      The following table summarizes information about options outstanding as of March 31, 2005:

	Outstanding Options						Exercisable Options
			Weighted
			Average		Weighted				Weighted
			Contractual		Average				Average
	Number of		Life		Exercise		Number of		Exercise
Range of Exercise Prices	Shares		(In Years)		Price		Shares		Price
	(In thousands)						(In thousands)
$ 1.01 - $ 5.46		14,007		5.36	$	4.06		12,952	$	4.08
$ 5.46 - $ 8.21		18,397		6.32	$	7.71		12,521	$	7.55
$ 8.22 - $14.62		19,036		7.56	$	11.32		8,778	$	10.65
$14.82 - $27.68		15,543		9.22	$	23.43		1,409	$	18.21
$27.69 - $33.48		1,790		9.55	$	29.42		3	$	30.29
		68,773		7.21	$	12.08		35,663	$	7.48

      These options will expire if not exercised by specific dates through March 2015. Prices for options exercised during the three years ended March 31, 2005 ranged from $0.70 to $23.63.

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Notes to Consolidated Financial Statements — (Continued)

Shares Authorizations and Reserves

      In September 2004, our stockholders approved an increase to our authorized common shares from 900 million to 1,600 million.

      As of March 31, 2005, we had reserved the following shares of authorized but unissued common stock:

Stock Purchase Plans		22,540,000
Stock Award Plans		59,000
Employee Stock Option Plans		107,819,000
	Total	130,418,000

Note 12.     Restructuring

      During fiscal 2005, we recorded $3 million of restructuring charges, of which $2 million was for costs of severance, related benefits, and outplacement services related to the termination of 51 employees located in the United States and Europe due to the consolidation and relocation of engineering and development functions. In addition we recorded an increase to the accrual relating to the fiscal 2002 restructuring plan of $1 million due to the termination of a sublease agreement for facilities in Eugene, Oregon. As of March 31, 2005, substantially all of the costs were paid.

      During fiscal 2004, we recorded $1 million of restructuring charges for costs of severance, related benefits, and outplacement services for a member of our senior management team, as well as an increase to the accrual for excess facilities in Eugene, Oregon in connection with our fiscal 2002 restructuring plan. As of March 31, 2005, substantially all of the costs were paid.

      During fiscal 2003, we recorded $11 million of restructuring charges, including costs of severance, related benefits, and outplacement services of $8 million and costs associated with the consolidation of certain facilities in the United States and Europe of $3 million. The costs resulted from relocating certain development, sales, and finance activities, realigning certain worldwide marketing efforts, and outsourcing our North American and European consumer support functions. As a result, we terminated 424 employees. As of March 31, 2005, substantially all of the costs were paid.

      During fiscal 2002, we recorded costs associated with excess facilities and fixed assets associated with relocating certain sites in the United States and Europe. We moved our operations in Newport News, Virginia to a larger facility and we relocated our North American support group from Eugene, Oregon to an expanded facility in Springfield, Oregon. In addition, we consolidated our European support functions by relocating our Leiden, Netherlands operations to Dublin, Ireland and consolidating most of our United Kingdom facilities to one facility in Maidenhead, UK. As of March 31, 2005, $3 million remained accrued for excess facility costs. The accrual is classified in Other accrued liabilities in the Consolidated Balance Sheet as of March 31, 2005. We anticipate that substantially all of the remaining restructuring reserve balance will be paid by the end of fiscal 2006.

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Notes to Consolidated Financial Statements — (Continued)

Note 13. Income Taxes

      The components of the provision for income taxes were as follows:

		Year Ended March 31,
		2005			2004			2003
		(In thousands)
Current:
	Federal	$	128,025		$	60,528		$	58,732
	State		36,460			18,084			15,045
	International		96,623			65,810			45,809
			261,108			144,422			119,586
Deferred:
	Federal		66,234			24,248			(620	)
	State		(804	)		4,401			(2,465	)
	International		(4,569	)		(1,468	)		(1,308	)
			60,861			27,181			(4,393	)
		$	321,969		$	171,603		$	115,193

      The difference between our effective income tax rate and the federal statutory income tax rate as a percentage of income before income taxes was as follows:

	Year Ended March 31,
	2005			2004			2003
Federal statutory rate		35.0	%		35.0	%		35.0	%
State taxes, net of federal benefit		2.0			2.6			2.1
Foreign earnings taxed at less than the federal rate		(6.5	)		(7.0	)		(5.7	)
American Jobs Creation Act — tax expense on repatriation of foreign earnings		6.3			—			—
Other, net		0.7			1.0			0.3
		37.5	%		31.6	%		31.7	%

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Notes to Consolidated Financial Statements — (Continued)

      The principal components of deferred tax assets were as follows:

		March 31,
		2005			2004
		(In thousands)
Deferred tax assets:
	Tax credit carryforwards	$	8,497		$	18,219
	Net operating loss carryforwards of acquired companies		73,313			41,990
	Other accruals and reserves not currently tax deductible		46,233			41,077
	Deferred revenue		16,336			25,258
	Loss on investments not currently tax deductible		2,582			6,705
	Other		5,326			6,264
			152,287			139,513
Valuation allowance			(7,125	)		(6,705	)
	Deferred tax assets		145,162			132,808
Deferred tax liabilities:
	Acquired intangible assets		(27,001	)		(13,326	)
	Tax over book depreciation		(12,086	)		(14,073	)
	Unremitted earnings of foreign subsidiaries		(95,033	)		(51,721	)
	Other		(2,376	)		—
Net deferred tax assets		$	8,666		$	53,688

      The valuation allowance on our deferred tax assets increased by $420,000 during fiscal 2005 and increased by $2 million during fiscal 2004.

      As of March 31, 2005, we have net operating loss carryforwards attributable to various acquired companies of $190 million that expire in fiscal 2011 through 2024. These net operating loss carryforwards are subject to an annual limitation under Internal Revenue Code §382, but are expected to be fully realized. Pretax income from international operations was $499 million, $354 million, and $225 million for fiscal 2005, 2004, and 2003, respectively.

      No provision has been made for federal or state income taxes on $601 million of cumulative unremitted earnings of certain of our foreign subsidiaries as of March 31, 2005, since we plan to indefinitely reinvest these earnings. As of March 31, 2005, the unrecognized deferred tax liability for these earnings was $179 million.

      On October 22, 2004, the American Jobs Creation Act of 2004, or the Jobs Act, was signed into law. Under the Jobs Act, we may elect an 85% dividends-received deduction for repatriating eligible dividends from our foreign subsidiaries in either the year ended March 31, 2005 or 2006. Certain criteria must be met to qualify for the deduction, including the establishment of a domestic reinvestment plan by our CEO, and the approval of the plan by our Board of Directors, whereby the repatriated earnings must be reinvested in the United States. The maximum amount of our foreign earnings that qualify for the deduction is $500 million.

      During the March 2005 quarter, we repatriated $500 million from certain of our foreign subsidiaries under the Jobs Act provisions. We recorded a tax charge for this repatriation of approximately $54 million in accordance with tax laws existing at the time. See Note 17, Subsequent Events, for a discussion of subsequent clarification of the tax law.

      The $500 million repatriation under the Jobs Act was deemed to be distributed entirely from foreign earnings that had been previously treated as indefinitely reinvested. However, this distribution from previously

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Notes to Consolidated Financial Statements — (Continued)

indefinitely reinvested earnings does not change our position going forward that future earnings of certain of our foreign subsidiaries will be indefinitely reinvested.

Note 14. Litigation

      On August 26, 2004, SRI International, Inc. filed a lawsuit against us in the United States District Court, District of Delaware, alleging that unspecified Symantec products, including ManHunt, infringed four patents owned by SRI. The lawsuit requests damages, injunctive relief, costs, and attorneys’ fees. We intend to defend the action vigorously.

      On November 17, 2003, Health & Sport LLC filed a lawsuit on behalf of itself and purportedly on behalf of the general public and a class including purchasers of Norton AntiVirus 2004 and/or Norton Internet Security 2004 in the California Superior Court, San Francisco County. This case was subsequently moved to Santa Clara County. The complaint alleges violations of California Business and Professions Code 17200 and 17500 and breach of express and implied warranties in connection with the specified products. The complaint seeks damages and injunctive and other equitable relief, as well as costs and attorneys’ fees. We intend to defend the action vigorously.

      On March 28, 2003, Ronald Pearce filed a lawsuit on behalf of himself and purportedly on behalf of the general public of the United States and Canada in the California Superior Court, Santa Clara County, alleging violations of California Business and Professions Code section 17200 and false advertising in connection with our WinFax^tmPro product. The complaint seeks damages and injunctive and other equitable relief, as well as costs and attorney fees. We intend to defend the action vigorously.

      On December 23, 1999, Altiris Inc. filed a lawsuit against us in the United States District Court, District of Utah, alleging that unspecified Symantec products, including Norton Ghost Enterprise Edition, infringed a patent owned by Altiris. The lawsuit requested damages, injunctive relief, costs, and attorney fees. In October 2001, a stipulated judgment of non-infringement was entered following the court’s ruling construing the claims of the Altiris patent, and, in February 2003, the Court of Appeals for the Federal Circuit reversed the judgment and remanded the case. In April 2004, we filed a lawsuit against Altiris in the United States District Court, Eastern District of Texas, alleging that several Altiris products infringe three patents owned by Symantec, and Altiris filed counterclaims based on additional patents. In May 2005, all pending patent litigation between the companies was settled. See Note 17, Subsequent Events, for further discussion of the resolution.

      We have an active anti-piracy program designed to enforce copyright and trademark protection of our software. Portions of this program are handled internally or through counsel, and portions are handled on our behalf by the Business Software Alliance, or BSA. A significant part of this program includes working with law enforcement agencies or civil litigation against alleged infringers. Such activities sometimes lead to claims alleging improper use of the legal process or violation of other local law. This type of claim has recently increased in frequency, especially in Latin American countries. To date, none of such claims has resulted in material damages and we do not believe that any such pending claims, individually or in the aggregate, will result in a material adverse effect on our future results of operations, cash flows, or financial position.

      Over the past few years, it has become common for software companies, including us, to receive claims of patent infringement. At any given time, we are evaluating claims of patent infringement asserted by several parties with respect to certain of our products. The outcome of any related litigation or negotiation could have a material adverse impact on our future results of operations or cash flows.

      We are also involved in a number of other judicial and administrative proceedings that are incidental to our business. We intend to defend all pending lawsuits vigorously. Although adverse decisions (or settlements) may occur in one or more of the cases, and it is not possible to estimate the possible loss or losses from each of these cases, the final resolution of these lawsuits, individually or in the aggregate, is not expected to

92

SYMANTEC CORPORATION

Notes to Consolidated Financial Statements — (Continued)

have a material adverse affect on our financial condition. We have accrued estimated legal fees and expenses related to certain of these matters; however, actual amounts may differ materially from those estimated amounts.

Note 15. Segment Information

      Our operating segments are significant strategic business units that offer different products and services, distinguished by customer needs. We have five operating segments: Consumer Products, Enterprise Security, Enterprise Administration, Services, and Other.

      Our Consumer Products segment focuses on delivering our Internet security and problem-solving products to individual users, home offices, and small businesses. Our Enterprise Security segment provides security solutions for all tiers of a network: at the server tier behind the gateway and at the client tier, including desktop personal computers, or PCs, laptops, and handhelds. Our Enterprise Administration segment offers open and modular products and services that enable companies to effectively and efficiently manage their IT infrastructures.

      Our Services segment provides information security solutions that incorporate advanced technology, security best practices and expertise, and global resources to help enable e-business success. Our Other segment is comprised of sunset products and products nearing the end of their life cycle. Also included in the Other segment are all indirect costs, general and administrative expenses, amortization of other intangible assets, and other assets and charges, such as acquired in-process research and development, patent settlement, amortization of deferred compensation, and restructuring which are not charged to the other operating segments.

      The accounting policies of the segments are the same as those described in the summary of significant accounting polices, with the exception of the amortization of acquired product rights, which is included entirely in our Other segment. There are no intersegment sales. Our chief operating decision maker evaluates performance based on direct profit or loss from operations before income taxes not including nonrecurring gains and losses, foreign exchange gains and losses, and miscellaneous other income and expenses. The majority of our assets and liabilities are not discretely allocated or reviewed by segment. The depreciation and amortization of our property, equipment, and leasehold improvements are allocated based on headcount, unless specifically identified by segment.

93

SYMANTEC CORPORATION

Notes to Consolidated Financial Statements — (Continued)

Segment Information

	Consumer		Enterprise		Enterprise								Total
	Products		Security		Administration		Services			Other			Company
	(In thousands)
Fiscal 2005
Revenue from external customers	$	1,315,201	$	927,443	$	283,897	$	56,160		$	148		$	2,582,849
Operating income (loss)		858,088		200,468		127,239		(17,701	)		(348,828	)		819,266
Depreciation & amortization expense1		3,553		17,957		2,103		3,200			105,145			131,958
Fiscal 2004
Revenue from external customers	$	871,980	$	736,531	$	219,604	$	41,682		$	332		$	1,870,129
Operating income (loss)		530,473		134,627		143,634		(11,122	)		(284,027	)		513,585
Depreciation & amortization expense1		3,684		14,452		653		5,566			92,871			117,226
Fiscal 2003
Revenue from external customers	$	570,266	$	593,552	$	215,017	$	26,377		$	1,734		$	1,406,946
Operating income (loss)		293,695		119,226		160,077		(26,099	)		(205,387	)		341,512
Depreciation & amortization expense1		3,414		12,206		373		3,103			83,590			102,686

¹  The Other segment amount includes amortization of acquired product rights and other intangible assets as well as depreciation expense that is not identified with a specific segment. The amounts for the individual segments include only depreciation expense specifically identified with that segment.

	March 31,
	2005		2004
	(In thousands)
Long-lived assets:
United States	$	1,790,773	$	1,500,192
Other foreign countries(*)		135,166		114,172
	$	1,925,939	$	1,614,364

Product Revenue Information

      Net revenues from sales of our antivirus products within our Consumer Products and Enterprise Security segments represented 51%, 55%, and 51% of our total net revenues for fiscal 2005, 2004, and 2003, respectively. Net revenues from sales of our Norton Internet security product within our Consumer Products segment represented 18%, 12%, and 7% of our total net revenues during fiscal 2005, 2004, and 2003, respectively.

94

SYMANTEC CORPORATION

Notes to Consolidated Financial Statements — (Continued)

Geographical Information

      The following table represents revenue amounts reported for products shipped to customers in the corresponding regions.

	Year Ended March 31,
	2005		2004		2003
	(In thousands)
Net revenues from external customers:
United States	$	1,235,536	$	896,452	$	714,111
Other foreign countries(*)		1,347,313		973,677		692,835
	$	2,582,849	$	1,870,129	$	1,406,946

(*) No individual country represented more than 10% of the respective totals.

Significant Customers

      In fiscal 2005, one reseller and two distributors each accounted for more than 10% of our total net revenues. In fiscal 2004 and 2003, two distributors each accounted for more than 10% of our total net revenues.

Note 16. Cumulative Adjustment to Net Revenues and Deferred Revenue

      In August 2004, during a review of our revenue maintenance application used to calculate the amount of deferred revenue for our consumer products, we discovered an error in the unit renewal prices manually entered into the application. The unit renewal prices used to calculate the deferred revenue did not reflect the correct subscription renewal prices for foreign currency sales, which serves as the basis for our deferral. As a result, the deferred revenue from these consumer products was understated and the portion of revenue from these products that was recognized at the time of sale was overstated. The cumulative overstatement of revenue for periods prior to the three months ended June 30, 2004 totaled approximately $20 million. The effect of the error was not material to any prior period. To correct this error, we booked the cumulative $20 million as a reduction in Net revenues in the Condensed Consolidated Statement of Income and a corresponding $20 million increase in Current deferred revenue on the Condensed Consolidated Balance Sheet during the three-month period ended June 2004. Substantially all of the $20 million of current deferred revenue was recognized as revenue during fiscal 2005.

Note 17. Subsequent Events

      On May 12, 2005, we resolved the Altiris patent litigation matters with a cross-licensing agreement that resolves all legal claims between the companies. As part of a settlement, we paid Altiris $10 million for use of the disputed technology.

      On May 12, 2005, we acquired XtreamLok Pty, Ltd., an information security company that specializes in anti-piracy and product activation technology, for approximately $17 million in cash.

      In May 2005, the U.S. Department of the Treasury and the Internal Revenue Service issued clarifying language with respect to the treatment of foreign taxes paid on the earnings repatriated under the Jobs Act. As a result of this clarifying language, we will reduce the $54 million tax expense attributable to the $500 million repatriation by approximately $20 million, to $34 million. This reduction in tax expense will be recorded in our first quarter of fiscal 2006.

95

SIGNATURES

      Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SYMANTEC CORPORATION

                    (Registrant)

By  /s/ John W. Thompson

(John W. Thompson,

Chairman and Chief Executive Officer)

June 15, 2005

      Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated below.

Signature	Title	Date
Chief Executive Officer:
/s/ John W. Thompson (John W. Thompson)	Chairman, Chief Executive Officer and Director	June 15, 2005
Chief Financial Officer and Chief Accounting Officer:
/s/ Gregory E. Myers (Gregory E. Myers)	Chief Financial Officer and Senior Vice President of Finance	June 15, 2005
Additional Directors:
/s/ Tania Amochaev (Tania Amochaev)	Director	June 15, 2005
/s/ William T. Coleman III (William T. Coleman III)	Director	June 15, 2005
/s/ Franciscus Lion (Franciscus Lion)	Director	June 15, 2005
/s/ David L. Mahoney (David L. Mahoney)	Director	June 15, 2005
/s/ Robert S. Miller (Robert S. Miller)	Director	June 15, 2005
/s/ George Reyes (George Reyes)	Director	June 15, 2005
/s/ Daniel H. Schulman (Daniel H. Schulman)	Director	June 15, 2005

96

Schedule II

SYMANTEC CORPORATION

VALUATION AND QUALIFYING ACCOUNTS

		Balance at		Charged to						Balance at
		Beginning		Costs and						End of
		of Period		Expenses			Write-Offs			Period
		(In thousands)
Allowance for doubtful accounts:
	Year ended March 31, 2005	$	5,674	$	(687	)	$	(319	)	$	4,668
	Year ended March 31, 2004		9,753		61			(4,140	)		5,674
	Year ended March 31, 2003		10,081		456			(784	)		9,753
Reserve for product returns:
	Year ended March 31, 2005	$	6,613	$	67,604		$	(69,462	)	$	4,755
	Year ended March 31, 2004		5,393		45,895			(44,675	)		6,613
	Year ended March 31, 2003		13,711		36,489			(44,807	)		5,393
Reserve for rebates:
	Year ended March 31, 2005	$	46,232	$	208,461		$	(203,889	)	$	50,804
	Year ended March 31, 2004		33,926		162,448			(150,142	)		46,232
	Year ended March 31, 2003		33,683		116,736			(116,493	)		33,926

97

EXHIBIT INDEX

				Incorporated by Reference
Exhibit											Filed
Number			Exhibit Description	Form		File No.		Exhibit		Filing Date	Herewith
	2	.01	Agreement and Plan of Merger, dated as of September 23, 2003, among Symantec Corporation, Quartz Acquisition Corp., PowerQuest, Inc., and John Fife, as representative**		10-Q				10.01	02/13/04
	2	.02	Agreement and Plan of Merger, dated as of October 27, 2003, by and among Symantec Corporation, Outlaw Acquisition Corporation, and OnTechnology Corporation**		10-Q				10.02	02/13/04
	2	.03	Agreement and Plan of Merger dated as of May 19, 2004, among Symantec Corporation, Brazil Acquisition Corp., Brightmail Incorporated, and John C. Colligan, as Representative**		10-K				2.03	06/14/04
	2	.04	Agreement and Plan of Reorganization dated as of December 15, 2004 among Symantec Corporation, VERITAS Software Corporation, and Carmel Acquisition Corp.		8-K				2.01	12/20/04
	3	.01	Symantec Corporation Amended and Restated Certificate of Incorporation		S-8		333-119872		4.01	10/21/04
	3	.02	Symantec Corporation Certificate of Designations of Series A Junior Participating Preferred Stock		8-K				3.01	12/21/04
	3	.03	Symantec Corporation Bylaws, as amended and restated effective August 11, 1998		8-K				3.1	08/19/98
	4	.01	Registration Rights Agreement between Symantec Corporation and Certain of its Stockholders		S-4		33-35385		4.02	06/13/90
	4	.02	Amendment No. One to Registration Rights Agreement		10-K				4.02	06/16/03
	4	.03	Amendment No. Two to Registration Rights Agreement		10-K				4.03	06/16/03
	4	.04	Rights Agreement, dated as of August 12, 1998, between Symantec Corporation and BankBoston, N.A., as Rights Agent, which includes as Exhibit A the Form of Certificate of Designations of Series A Junior Participating Preferred Stock, as Exhibit B the Form of Right Certificate, and as Exhibit C the Summary of Rights to Purchase Preferred Shares		8-A				4.1	08/19/98
	10	.01*	Form of Indemnity Agreement with Officers and Directors and Amendment No. 1		S-1		33-28655		10.17	05/19/89 06/21/89
	10	.02*	Symantec Corporation 1994 Patent Incentive Plan		S-8		33-60141		4.01	06/09/95

98

Incorporated by Reference

Exhibit

Filed

Number

Exhibit Description

Form

File No.

Exhibit

Filing Date

Herewith

10

.03*

Symantec Corporation 1996 Equity Incentive Plan, as amended and Form of Stock Option Agreement

10-K

10.03

06/14/04

10

.04*

Form of Restricted Stock Purchase Agreement pursuant to Symantec Corporation 1996 Equity Incentive Plan

10-Q

10.01

11/08/04

10

.05*

Symantec Corporation Deferred Compensation Plan, dated as of November 7, 1996

10-K

10.11

06/24/97

10

.06*

Symantec Corporation 1998 Employee Stock Purchase Plan

S-8

333-52200

99.2

12/19/00

10

.07*

Brightmail Incorporated 1998 Stock Option Plan, as amended

S-8

333-117176

99.01

07/06/04

10

.08*

Form of Brightmail Incorporated Stock Option Agreement

S-8

333-117176

99.02

07/06/04

10

.09*

Form of Symantec Corporation Notice of Stock Option Assumption

S-8

333-117176

99.03

07/06/04

10

.10*

Symantec Corporation Acquisition Plan, dated July 15, 1999

S-8

333-31526

4.03

03/02/00

10

.11*

Symantec Corporation 2000 Directors Equity Incentive Plan, as amended

S-8

333-119872

99.2

10/21/04

10

.12*

2002 Executive Officers’ Stock Purchase Plan, as amended

X

10

.13*

Symantec Corporation 2004 Equity Incentive Plan, Stock Grant Election Form, and Stock Option Grant — Terms and Conditions

S-8

333-119872

99.01

10/21/04

10

.14*

Supplemental Option Vesting and Severance Arrangement terms and conditions between Symantec Corporation and Greg Myers

10-K

10.63

07/01/99

10

.15*

Employment Agreement between Symantec Corporation and John W. Thompson

10-K

10.67

07/01/99

10

.16*

Employment offer by and between Symantec Corporation and Gail Hamilton

10-Q

10.03

08/11/00

10

.17*

Offer Letter between Symantec Corporation and John Schwarz, dated December 20, 2001

10-Q

10.02

02/07/02

10

.18*

Offer Letter dated January 12, 2004 to Thomas W. Kendra

10-Q

10.01

02/04/05

10

.19*

Symantec Corporation Executive Severance Plan

10-K

10.93

06/22/01

10

.20*

Symantec Senior Executive Incentive Plan

10-K

10.18

06/14/04

10

.21*

FY04 Executive Annual Incentive Plan — Management Committee Members, President, and Chief Operating Officer

10-K

10.27

06/16/03

99

				Incorporated by Reference
Exhibit										Filed
Number			Exhibit Description	Form		File No.	Exhibit		Filing Date	Herewith
	10	.22*	FY04 Executive Annual Incentive Plan — Vice President Plan (Non-Management Committee Members)		10-K			10.28	06/16/03
	10	.23*	FY05 Executive Annual Incentive Plan — Vice Presidents		10-K			10.21	06/14/04
	10	.24*	FY05 Executive Annual Incentive Plan — Vice Presidents, Sales		10-K			10.22	06/14/04
	10	.25*	FY05 Executive Annual Incentive Plan — Vice President, Business Unit Leaders.		10-K			10.23	06/14/04
	10	.26*	FY05 Executive Annual Incentive Plan — Senior Vice Presidents, non Business Unit		10-K			10.24	06/14/04
	10	.27*	FY05 Executive Annual Incentive Plan — President and Chief Operating Officer		10-K			10.25	06/14/04
	10	.28*	FY05 Executive Annual Incentive Plan — Chairman and Chief Salesman		10-K			10.26	06/14/04
	10	.29	FY06 Executive Annual Incentive Plan — Vice Presidents, Grade 16 — Vice Presidents, Grade 15								X
	10	.30	FY06 Executive Annual Incentive Plan — Vice Presidents, Grade 18								X
	10	.31	FY06 Executive Annual Incentive Plan — Vice President, Business Unit Leaders								X
	10	.32	FY06 Executive Annual Incentive Plan — Senior Vice Presidents, non Business Unit — Senior Vice President, Head of Sales								X
	10	.33	FY06 Executive Annual Incentive Plan — President and Chief Operating Officer								X
	10	.34	FY06 Executive Annual Incentive Plan — Chairman and Chief Salesman								X
	10	.35#	Amended and Restated Authorized Symantec Electronic Reseller for Shop Symantec Agreement dated as of June 1, 2003 by and among Symantec Corporation, Symantec Limited and Digital River, Inc., as amended								X
	10	.36	Office building lease, dated as of April 10, 1991, between Symantec Corporation and Maguire Thomas Partners Colorado Place regarding property located in Santa Monica, California		10-K			23.02	06/16/03
	10	.37	Fifth Amendment to Lease, dated as of June 24, 1999, by and between Colorado Place Partners, LLC and Symantec Corporation, regarding property located in Santa Monica, California		10-Q			10.01	11/15/99

100

Incorporated by Reference

Exhibit

Filed

Number

Exhibit Description

Form

File No.

Exhibit

Filing Date

Herewith

10

.38

Amended Agreement Respecting Certain Rights of Publicity

S-4

33-35385

10.04

06/13/90

10

.39

Assignment of Copyright and Other Intellectual Property Rights

S-4

33-35385

10.37

06/13/90

12

.01

Statement Regarding Computation of Ratios

X

21

.01

Subsidiaries of Symantec Corporation

X

23

.01

Consent of Independent Registered Public Accounting Firm

X

31

.01

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

X

31

.02

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

X

32

.01***

Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

X

32

.02***

Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

X

*  Indicates a management contract or compensatory plan or arrangement.

**  The exhibits and schedules to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. We will furnish copies of any of the exhibits and schedules to the Securities and Exchange Commission upon request.

***  This exhibit is being furnished, rather than filed, and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K.

   #  Confidential treatment requested for portions of this document.

101 EX-10.12 2 f08616exv10w12.htm EXHIBIT 10.12

Exhibit 10.12

SYMANTEC CORPORATION’S
2002 EXECUTIVE OFFICERS’ STOCK PURCHASE PLAN

as amended, April 26, 2005

1.   PURPOSE.

     The purpose of this Symantec Corporation 2002 Executive Officers’ Stock Purchase Plan (the “Plan”) is to provide Executive Officers of Symantec Corporation (the “Company”) with an opportunity to purchase Common Stock of the Company, $.01 par value (the “Stock”), using some or all of the amounts received by Executive Officers as part of any payment made under applicable Executive Annual Incentive Plans (the “Bonus”).

2.   STOCK ISSUANCE.

     Subject to the approval of this Plan by the Stockholders of the Company, any Executive Officer of the Company may elect, pursuant to the provisions of Section 3 of this Plan, to receive a portion of his or her Bonus in the form of an award of unrestricted, fully vested shares of Stock. For purposes of this Plan, an “Executive Officer” is any officer of the Company that has been designated as a person subject to the requirements of Section 16(b) of the Securities Exchange Act of 1934, as amended.

3.   ELECTION BY EXECUTIVE OFFICERS.

     Each Executive Officer may make an irrevocable election to receive up to 100% of the Bonus payable to such Executive Officer in the form of shares of Stock. Any such election shall be made on or before such date as the Compensation Committee (or by the Board acting as the Compensation Committee) determines, in its sole discretion, to be appropriate (the “Election Date”). An Executive Officer may specify the portion, if any, from 0% to 100%, of the Bonus that shall be paid to such Executive Officer in shares of Stock, or a maximum number of shares to be purchased using a specified portion of the Bonus; provided, that if no election is made by an Executive Officer on or before the Election Date, such Executive Officer shall be deemed not to have elected to receive any of his or her Bonus in shares of Stock. Notwithstanding the foregoing, the maximum number of shares of Stock that may be purchased in any fiscal year by an Executive Officer under this Plan shall be 10,000 shares of Stock. Notice of an Executive Officer’s election shall be given to the corporate secretary of the Company. In the event an Executive Officer’s Bonus becomes payable on other than an annual basis, then elections shall be made in the manner and at the time as determined by the Compensation Committee of the Board of Directors (or by the Board acting as the Compensation Committee)..

4.   AMOUNT OF STOCK.

     The number of shares of Stock to be issued to an Executive Officer pursuant to this Plan shall be the portion of the Bonus which the Executive Officer has elected to be paid in Stock, divided by the closing price of the Common Stock of the Company on The Nasdaq National Market on the business day immediately preceding the date on which the Bonus is paid. Notwithstanding the foregoing, in the event that the Company’s “Trading Window” (as defined in the Company’s policies) for directors and executive officers is closed on the business day immediately preceding the date when the Bonus is otherwise paid, the number of shares of Stock instead shall be based on the closing price of the Stock on the first business day on which the Trading Window is open, and the Stock shall be issued subsequent to that date. In the event that an executive Officer has specified the maximum number of shares to be purchased, the number of shares to be issued shall not exceed that number. If there are insufficient shares of Stock reserved for issuance under this Plan to satisfy elections made by all Executive Officers in a calendar year, then the available shares of Stock shall be allocated among Executive Officers in proportion to their respective elections.

5.   NUMBER OF SHARES RESERVED FOR ISSUANCE.

     The aggregate number of shares of Stock reserved for issuance under the Plan shall be 250,000 shares.

6.   ADMINISTRATION OF PLAN.

     Compensation Committee Authority. This Plan will be administered by the Compensation Committee or by the Board acting as the Compensation Committee. Subject to the general purposes, terms and conditions of this Plan, and to the direction of the Board of Directors, the Compensation Committee shall have full power to implement and carry out this Plan. Without limitation, the Compensation Committee shall have the authority to: (i) construe and interpret this Plan and any other agreement or document executed pursuant to this Plan; (ii) prescribe, amend and rescind rules and regulations relating to this Plan; (iii) correct any defect, supply any omission or reconcile any inconsistency in this Plan or any agreement; and (iv) make all other determinations necessary or advisable for the administration of this Plan. Any determination made by the Compensation Committee will be made in its sole discretion and such determination will be final and binding on the Company and on all persons having an interest under this Plan.

7.   WITHHOLDING TAXES.

     Whenever shares of Stock are to be issued under this Plan, the Company may require the Executive Officer to remit to the Company an amount sufficient to satisfy federal, state and local withholding tax requirements prior to the delivery of any certificate or certificates for such shares of Stock. When, under applicable tax laws, an Executive Officer incurs tax liability under this Plan and the Executive Officer is obligated to pay the Company the amount required to be withheld, the Compensation Committee may allow the Executive Officer to satisfy the minimum withholding tax

obligation by electing to have the Company withhold from the shares of Stock to be issued that number of shares of Stock having a fair market value equal to the minimum amount required to be withheld, determined on the date that the amount of tax to be withheld is to be determined. All elections to have shares of Stock withheld for this purpose will be made in writing in a form acceptable to the Compensation Committee.

8.   PRIVILEGES OF STOCK OWNERSHIP.

     No Executive Officer will have any of the rights of a stockholder with respect to any shares of Stock until the shares of Stock are issued to the Executive Officer. After shares of Stock are issued to the Executive Officer, the Executive Officer will be a stockholder and have all the rights of a stockholder with respect to such Stock, including the right to vote and receive all dividends or other distributions made or paid with respect to such Stock.

9.   CERTIFICATES.

     All certificates for Stock or other securities delivered under this Plan will be subject to such stock transfer orders, legends and other restrictions as the Compensation Committee may deem necessary or advisable, including restrictions under any applicable federal, state or foreign securities law, or any rules, regulations and other requirements of the Securities and Exchange Commission or any stock exchange or automated quotation system upon which the shares of Stock may be listed or quoted.

10.   SECURITIES LAW AND OTHER REGULATORY COMPLIANCE.

     A transfer of shares of Stock will not occur unless such transfer is in compliance with all applicable federal and state securities laws, rules and regulations of any governmental body, and the requirements of any stock exchange or automated quotation system upon which the shares of Stock may then be listed or quoted, as they are in effect on the date of grant of transfer of shares of Stock. Notwithstanding any other provision in this Plan, the Company will have no obligation to issue or deliver certificates for shares of Stock under this Plan prior to: (a) obtaining any approvals from governmental agencies that the Company determines are necessary or advisable; and/or (b) completion of any registration or other qualification of such shares of Stock under any state or federal law or ruling of any governmental body that the Company determines to be necessary or advisable. The Company will be under no obligation to register the shares with the Securities and Exchange Commission or to effect compliance with the registration, qualification or listing requirements of any state securities laws, stock exchange or automated quotation system, and the Company will have no liability for any inability or failure to do so.

11.   NO OBLIGATION TO EMPLOY.

     Nothing in this Plan will confer or be deemed to confer on any Executive Officer any right to continue in the employ of, or to continue any other relationship with, the

Company or any parent, subsidiary or affiliate of the Company or limit in any way the right of the Company or any parent, subsidiary or affiliate of the Company to terminate Executive Officer’s employment or other relationship at any time, with or without cause.

12.   ADOPTION OF PLAN AND EFFECTIVE DATE.

     This Plan will become effective on the date that it is adopted by the Board and approved by Stockholders of the Company (the “Effective Date”).

EX-10.12

exv10w12

EX-10.29

Exhibit 10.29

FY06 Executive Annual Incentive Plan

Vice Presidents – grade 16
Vice Presidents – grade 15

This Annual Incentive Plan (“The Plan”) issued by Symantec Corporation (“Symantec”) is effective April 1, 2005, until otherwise stated. The Board of Directors reserves the right to alter or cancel any or all such Plans for any reason at any time.

Symantec Corporation Proprietary and Confidential 1

FY06 Executive Annual Incentive Compensation Plan

Job Category:	Vice Presidents, grade 15 & 16
Purpose:	Provide critical focus on specific, measurable goals and to provide incentive compensation upon their attainment.
Bonus Target:	The target incentive for these executive positions are as follows:
	Grade 15: 30% of annual base salary
	Grade 16: 40% of annual base salary
	Annual base salary will be reviewed and established at the beginning of each fiscal year. Bonuses will be paid based on actual annual base salary earnings from time of eligibility in the Executive Incentive Plan through March 31, 2006.
Bonus Payments:	The incentive will be paid once annually. Payment will be made within six weeks of the financial close of the fiscal year. Any payments made under this plan are at the sole discretion of the Board of Directors.
Components:	Three metrics will be used to determine the annual bonus payment:

Metric	Weighting
Corporate Revenue		35%
Corporate Earnings per Share		35%
Individual Objectives		30%

Achievement Schedule:	Each metric has a minimum performance threshold that must be exceeded before that portion of the metric will be paid. Payment for corporate results is uncapped. The individual objectives portion is capped at 150%.
Pro-ration:	The Annual Incentive Plan calculation will be based on all eligible base salary earnings for the year, and will be pro-rated based on the number of weeks of participation.
Eligibility:	The Plan participant must be a regular, full-time employee at the end of the fiscal year in order to participate. If the company grants an interim payment for any reason, the participant must be a regular, full-time employee at the end of that performance period in order to receive such payment. A plan participant who leaves before the end of the fiscal year will not receive the end of the fiscal year payment under the Plan or any pro-ration thereof.
Exchange Rates:	The Corporate Performance metrics will not be adjusted for any fluctuating currency exchange rates. Actual growth numbers will be used.
Acquisition:	In the event of an acquisition or purchase of products or technology, the Revenue Growth and Earnings per Share numbers will be adjusted to reflect the change and are to be approved by the Compensation Committee of the Board of Directors.
Plan Provisions:	This plan supersedes any previous incentive or bonus plan that may have been in existence. Those plans are null and void with the issuance of this plan for FY06.
	Participating in the plan for FY06 does not guarantee participation in future incentive plans. Plan structures and participation will be determined on a year to year basis and are guidelines only.

Symantec Corporation Proprietary and Confidential 2

The Board of Directors reserves the right to alter or cancel any or all such Plans for any reason at any time.

The Board of Directors, acting on behalf of the shareholders in their best interests, reserves the right to exercise their own judgment with regard to company performance in light of uncontrollable events including, but not limited to, currency fluctuations, business goal modification, and management changes.

Symantec Corporation Proprietary and Confidential 3

EX-10.30

Exhibit 10.30

FY06 Executive Annual Incentive Plan

Vice Presidents – grade 18

This Annual Incentive Plan (“The Plan”) issued by Symantec Corporation (“Symantec”) is effective April 1, 2005, until otherwise stated. The Board of Directors reserves the right to alter or cancel any or all such Plans for any reason at any time.

Symantec Corporation Proprietary and Confidential 1

FY06 Executive Annual Incentive Compensation Plan

Job Category:	Vice Presidents, grade 18
Purpose:	Provide critical focus on specific, measurable goals and to provide incentive compensation upon their attainment.
Bonus Target:	The target incentive for this executive position is 60% of the annual base salary. Annual base salary will be reviewed and established at the beginning of each fiscal year. Bonuses will be paid based on actual annual base salary earnings from time of eligibility in the Executive Incentive Plan through March 31, 2006.
Bonus Payments:	The incentive will be paid once annually. Payment will be made within six weeks of the financial close of the fiscal year. Any payments made under this plan are at the sole discretion of the Board of Directors.
Components:	Three metrics will be used to determine the annual bonus payment:

Metric	Weighting
Corporate Revenue		35%
Corporate Earnings per Share		35%
Individual Objectives		30%

Achievement Schedule:	Each metric has a minimum performance threshold that must be exceeded before that portion of the metric will be paid. Payment for corporate results is uncapped. The individual objectives portion is capped at 150%.
Pro-ration:	The Annual Incentive Plan calculation will be based on all eligible base salary earnings for the year, and will be pro-rated based on the number of weeks of participation.
Eligibility:	The Plan participant must be a regular, full-time employee at the end of the fiscal year in order to participate. If the company grants an interim payment for any reason, the participant must be a regular, full-time employee at the end of that performance period in order to receive such payment. A plan participant who leaves before the end of the fiscal year will not receive the end of the fiscal year payment under the Plan or any pro-ration thereof.
Exchange Rates:	The Corporate Performance metrics will not be adjusted for any fluctuating currency exchange rates. Actual growth numbers will be used.
Acquisition:	In the event of an acquisition or purchase of products or technology, the Revenue Growth and Earnings per Share numbers will be adjusted to reflect the change and are to be approved by the Compensation Committee of the Board of Directors.
Plan Provisions:	This plan supersedes any previous incentive or bonus plan that may have been in existence. Those plans are null and void with the issuance of this plan for FY06.
	Participating in the plan for FY06 does not guarantee participation in future incentive plans. Plan structures and participation will be determined on a year to year basis and are guidelines only.
	The Board of Directors reserves the right to alter or cancel any or all such Plans for any reason at any time.

Symantec Corporation Proprietary and Confidential 2

The Board of Directors, acting on behalf of the shareholders in their best interests, reserves the right to exercise their own judgment with regard to company performance in light of uncontrollable events including, but not limited to, currency fluctuations, business goal modification, and management changes.

Symantec Corporation Proprietary and Confidential 3

EX-10.31

Exhibit 10.31

FY06 Executive Annual Incentive Plan

Vice President, Business Unit Leaders – grade 20

This Annual Incentive Plan (“The Plan”) issued by Symantec Corporation (“Symantec”) is effective April 1, 2005, until otherwise stated. The Board of Directors reserves the right to alter or cancel any or all such Plans for any reason at any time.

Symantec Corporation Proprietary and Confidential 1

FY06 Executive Annual Incentive Compensation Plan

Job Category:	Vice President, Business Unit leaders, grade 20
Purpose:	Provide critical focus on specific, measurable goals and to provide incentive compensation upon their attainment.
Bonus Target:	The target incentive for this executive position is 60% of the annual base salary. Annual base salary will be reviewed and established at the beginning of each fiscal year. Bonuses will be paid based on actual annual base salary earnings from time of eligibility in the Executive Incentive Plan through March 31, 2006.
Bonus Payments:	The incentive will be paid once annually. Payment will be made within six weeks of the financial close of the fiscal year. Any payments made under this plan are at the sole discretion of the Board of Directors.
Components:	Three metrics will be used to determine the annual bonus payment:

Metric	Weighting
Corporate Revenue		30%
Corporate Earnings per Share		30%
Business Unit Performance		40%

Achievement Schedule:	Each metric has a minimum performance threshold that must be exceeded before that portion of the metric will be paid. Payment for corporate results is uncapped. The individual objectives portion is capped at 150%.
Pro-ration:	The Annual Incentive Plan calculation will be based on all eligible base salary earnings for the year, and will be pro-rated based on the number of weeks of participation.
Eligibility:	The Plan participant must be a regular, full-time employee at the end of the fiscal year in order to participate. If the company grants an interim payment for any reason, the participant must be a regular, full-time employee at the end of that performance period in order to receive such payment. A plan participant who leaves before the end of the fiscal year will not receive the end of the fiscal year payment under the Plan or any pro-ration thereof.
Exchange Rates:	The Corporate Performance metrics will not be adjusted for any fluctuating currency exchange rates. Actual growth numbers will be used.
Acquisition:	In the event of an acquisition or purchase of products or technology, the Revenue Growth and Earnings per Share numbers will be adjusted to reflect the change and are to be approved by the Compensation Committee of the Board of Directors.
Plan Provisions:	This plan supersedes any previous incentive or bonus plan that may have been in existence. Those plans are null and void with the issuance of this plan for FY06.
	Participating in the plan for FY06 does not guarantee participation in future incentive plans. Plan structures and participation will be determined on a year to year basis and are guidelines only.
	The Board of Directors reserves the right to alter or cancel any or all such Plans for any reason at any time.

Symantec Corporation Proprietary and Confidential 2

The Board of Directors, acting on behalf of the shareholders in their best interests, reserves the right to exercise their own judgment with regard to company performance in light of uncontrollable events including, but not limited to, currency fluctuations, business goal modification, and management changes.

Symantec Corporation Proprietary and Confidential 3

EX-10.32

Exhibit 10.32

FY06 Executive Annual Incentive Plan

Senior Vice Presidents, non Business Unit – grade 20
Senior Vice President, Head of Sales – grade 20

This Annual Incentive Plan (“The Plan”) issued by Symantec Corporation (“Symantec”) is effective April 1, 2005, until otherwise stated. The Board of Directors reserves the right to alter or cancel any or all such Plans for any reason at any time.

Symantec Corporation Proprietary and Confidential 1

FY06 Executive Annual Incentive Compensation Plan

Job Category:	Senior Vice Presidents, non Business Unit, grade 20
	Senior Vice President, Head of Sales, grade 20
Purpose:	Provide critical focus on specific, measurable goals and to provide incentive compensation upon their attainment.
Bonus Target:	The target incentive for these executive positions are as follows:
	Grade 20, non Business Unit:	60% of annual base salary
	Grade 20, Head of Sales:	80% of annual base salary
	Annual base salary will be reviewed and established at the beginning of each fiscal year. Bonuses will be paid based on actual annual base salary earnings from time of eligibility in the Executive Incentive Plan through March 31, 2006.
Bonus Payments:	The incentive will be paid once annually. Payment will be made within six weeks of the financial close of the fiscal year. Any payments made under this plan are at the sole discretion of the Board of Directors.
Components:	Two metrics will be used to determine the annual bonus payment:

Metric	Weighting
Corporate Revenue		50%
Corporate Earnings per Share		50%

Achievement Schedule:	Each metric has a minimum performance threshold that must be exceeded before that portion of the metric will be paid. Payment for corporate results is uncapped.
Pro-ration:	The Annual Incentive Plan calculation will be based on all eligible base salary earnings for the year, and will be pro-rated based on the number of weeks of participation.
Eligibility:	The Plan participant must be a regular, full-time employee at the end of the fiscal year in order to participate. If the company grants an interim payment for any reason, the participant must be a regular, full-time employee at the end of that performance period in order to receive such payment. A plan participant who leaves before the end of the fiscal year will not receive the end of the fiscal year payment under the Plan or any pro-ration thereof.
Exchange Rates:	The Corporate Performance metrics will not be adjusted for any fluctuating currency exchange rates. Actual growth numbers will be used.
Acquisition:	In the event of an acquisition or purchase of products or technology, the Revenue Growth and Earnings per Share numbers will be adjusted to reflect the change and are to be approved by the Compensation Committee of the Board of Directors.
Plan Provisions:	This plan supersedes any previous incentive or bonus plan that may have been in existence. Those plans are null and void with the issuance of this plan for FY06.
	Participating in the plan for FY06 does not guarantee participation in future incentive plans. Plan structures and participation will be determined on a year to year basis and are guidelines only.

Symantec Corporation Proprietary and Confidential 2

The Board of Directors reserves the right to alter or cancel any or all such Plans for any reason at any time.

The Board of Directors, acting on behalf of the shareholders in their best interests, reserves the right to exercise their own judgment with regard to company performance in light of uncontrollable events including, but not limited to, currency fluctuations, business goal modification, and management changes.

Symantec Corporation Proprietary and Confidential 3

EX-10.33

Exhibit 10.33

FY06 Executive Annual Incentive Plan

President and Chief Operating Officer – grade 22

This Annual Incentive Plan (“The Plan”) issued by Symantec Corporation (“Symantec”) is effective April 1, 2005, until otherwise stated. The Board of Directors reserves the right to alter or cancel any or all such Plans for any reason at any time.

Symantec Corporation Proprietary and Confidential 1

FY06 Executive Annual Incentive Compensation Plan

Job Category:	President and Chief Operating Officer, grade 22
Purpose:	Provide critical focus on specific, measurable goals and to provide incentive compensation upon their attainment.
Bonus Target:	The target incentive for this executive position is 100% of the annual base salary. Annual base salary will be reviewed and established at the beginning of each fiscal year. Bonuses will be paid based on actual annual base salary earnings from time of eligibility in the Executive Incentive Plan through March 31, 2006.
Bonus Payments:	The incentive will be paid once annually. Payment will be made within six weeks of the financial close of the fiscal year. Any payments made under this plan are at the sole discretion of the Board of Directors.
Components:	Two metrics will be used to determine the annual bonus payment:

Metric	Weighting
Corporate Revenue		50%
Corporate Earnings per Share		50%

Achievement Schedule:	Each metric has a minimum performance threshold that must be exceeded before that portion of the metric will be paid. Payment for corporate results is uncapped.
Pro-ration:	The Annual Incentive Plan calculation will be based on all eligible base salary earnings for the year, and will be pro-rated based on the number of weeks of participation.
Eligibility:	The Plan participant must be a regular, full-time employee at the end of the fiscal year in order to participate. If the company grants an interim payment for any reason, the participant must be a regular, full-time employee at the end of that performance period in order to receive such payment. A plan participant who leaves before the end of the fiscal year will not receive the end of the fiscal year payment under the Plan or any pro-ration thereof.
Exchange Rates:	The Corporate Performance metrics will not be adjusted for any fluctuating currency exchange rates. Actual growth numbers will be used.
Acquisition:	In the event of an acquisition or purchase of products or technology, the Revenue Growth and Earnings per Share numbers will be adjusted to reflect the change and are to be approved by the Compensation Committee of the Board of Directors.
Plan Provisions:	This plan supersedes any previous incentive or bonus plan that may have been in existence. Those plans are null and void with the issuance of this plan for FY06.
	Participating in the plan for FY06 does not guarantee participation in future incentive plans. Plan structures and participation will be determined on a year to year basis and are guidelines only.
	The Board of Directors reserves the right to alter or cancel any or all such Plans for any reason at any time.
	The Board of Directors, acting on behalf of the shareholders in their best interests, reserves the right to exercise their own judgment with regard to company performance in

Symantec Corporation Proprietary and Confidential 2

light of uncontrollable events including, but not limited to, currency fluctuations, business goal modification, and management changes.

Symantec Corporation Proprietary and Confidential 3

EX-10.34

Exhibit 10.34

FY06 Executive Annual Incentive Plan

Chairman and Chief Salesman

This Annual Incentive Plan (“The Plan”) issued by Symantec Corporation (“Symantec”) is effective April 1, 2005, until otherwise stated. The Board of Directors reserves the right to alter or cancel any or all such Plans for any reason at any time.

Symantec Corporation Proprietary and Confidential 1

FY06 Executive Annual Incentive Compensation Plan

Job Category:	Chairman and Chief Salesman
Purpose:	Provide critical focus on specific, measurable goals and to provide incentive compensation upon their attainment.
Bonus Target:	The target incentive for this executive position is 100% of the annual base salary. Annual base salary will be reviewed and established at the beginning of each fiscal year. Bonuses will be paid based on actual annual base salary earnings from time of eligibility in the Executive Incentive Plan through March 31, 2006.
Bonus Payments:	The incentive will be paid once annually. Payment will be made within six weeks of the financial close of the fiscal year. Any payments made under this plan are at the sole discretion of the Board of Directors.
Components:	Two metrics will be used to determine the annual bonus payment:

Metric	Weighting
Corporate Revenue		50%
Corporate Earnings per Share		50%

Achievement Schedule:	Each metric has a minimum performance threshold that must be exceeded before that portion of the metric will be paid. Payment for corporate results is uncapped.
Pro-ration:	The Annual Incentive Plan calculation will be based on all eligible base salary earnings for the year, and will be pro-rated based on the number of weeks of participation.
Eligibility:	The Plan participant must be a regular, full-time employee at the end of the fiscal year in order to participate. If the company grants an interim payment for any reason, the participant must be a regular, full-time employee at the end of that performance period in order to receive such payment. A plan participant who leaves before the end of the fiscal year will not receive the end of the fiscal year payment under the Plan or any pro-ration thereof.
Exchange Rates:	The Corporate Performance metrics will not be adjusted for any fluctuating currency exchange rates. Actual growth numbers will be used.
Acquisition:	In the event of an acquisition or purchase of products or technology, the Revenue Growth and Earnings per Share numbers will be adjusted to reflect the change and are to be approved by the Compensation Committee of the Board of Directors.
Plan Provisions:	This plan supersedes any previous incentive or bonus plan that may have been in existence. Those plans are null and void with the issuance of this plan for FY06.
	Participating in the plan for FY06 does not guarantee participation in future incentive plans. Plan structures and participation will be determined on a year to year basis and are guidelines only.
	The Board of Directors reserves the right to alter or cancel any or all such Plans for any reason at any time.
	The Board of Directors, acting on behalf of the shareholders in their best interests, reserves the right to exercise their own judgment with regard to company performance in light of uncontrollable events including, but not limited to, currency fluctuations, business goal modification, and management changes.

Symantec Corporation Proprietary and Confidential 2

EX-10.35

EXHIBIT 10.35

AMENDED AND RESTATED

AUTHORIZED SYMANTEC ELECTRONIC RESELLER

FOR SHOP SYMANTEC AGREEMENT

Certain confidential information contained in this document, marked by asterisks, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

INDEX

		Page
Section	Section Title	Number
1.	Definitions		1
2.	Appointment as Authorized Electronic Reseller for the Storefront in the Territory		4
2(a)	Outsourcer Appointment to the Storefront		4
2(b)	Limitations		5
2(c)	Nature of Appointment		5
2(d)	Symantec’s Reserved Rights		5
2(d)(i)	Changes in Number of Electronic Resellers		5
2(d)(ii)	Symantec Accounts		5
2(d)(iii)	Symantec Products; Changes in Products		5
2(e)	Reseller System		6
3.	Obligations of Digital River		6
3(a)	Staffing		6
3(b)	Storefront Requirements		6
3(b)(i)	Initial Storefront Design; Look and Feel; Style Guidelines		7
3(b)(ii)	Content Changes and Updates.		7
3(b)(iii)	Sub-Sites		9
3(b)(iii)(a)	Puerto Rico and Caribbean Sub-Site and Spain Sub-Site		9
3(b)(iii)(b)	Digital River Obligations		9
3(b)(iii)(c)	Design and Development of Puerto Rico, Caribbean and Spain Sub-sites		9
3(b)(iii)(c)(1.1)	Set-Up Documents		9
3(b)(iii)(c)(1.2)	Design and Development of Sub-Site		9
3(b)(iii)(c)(1.3)	Customization of Sub-Sites		9
3(b)(iii)(c)(1.4)	Symantec Review and Testing		10
3(b)(iii)(c)(1.5)	Sub-Site Launch		10
3(b)(iii)(c)(2)	Development and Launch Schedule		10
3(b)(iii)(c)(3)	Packaged Symantec Products		10
3(b)(iii)(c)(4)	Try/Buy Symantec Products		10
3(b)(iii)(c)(5)	E-mail and Telephone Customer Service		10
3(b)(iii)(c)(6)	Payment Options		11
3(b)(iii)(c)(7)	Other Sub-Site Responsibilities		11
3(b)(iii)(c)(8)	Fees		11
3(b)(iii)(d)	Taiwan Sub-Site		11
3(b)(iii)(e)	Digital River Obligations		11
3(b)(iii)(f)	Design and Development of Sub-Site.		11
3(b)(iii)(f)(1.1)	Set-Up Documents		11
3(b)(iii)(f)(1.2)	Design and Development of Sub-Site		11
3(b)(iii)(f)(1.3)	Customization of Sub-Sites		12
3(b)(iii)(f)(1.4)	Symantec Review and Testing		12
3(b)(iii)(f)(1.5)	Sub-Site Launch		12
3(b)(iii)(f)(2)	Development and Launch Schedule		12
3(b)(iii)(f)(3)	Packaged Symantec Products		12

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

i

		Page
Section	Section Title	Number
3(b)(iii)(f)(4)	Try/Buy Symantec Products		12
3(b)(iii)(f)(5)	e-mail Customer Service		12
3(b)(iii)(f)(6)	Payment Options		13
3(b)(iii)(f)(7)	Other Sub-Site Responsibilities		13
3(b)(iii)(f)(8)	Fees		13
3(b)(iv)	Featured Partner Spots		13
3(b)(v)	Banners		13
3(b)(vi)	Purchase Options		13
3(b)(vi)(a)	Toll Free or Toll Share Telephone Numbers		13
3(b)(vi)(b)	Fax		13
3(b)(vi)(c)	Internet Orders		14
3(b)(vii)	Site Traffic Reporting		14
3(b)(viii)	Currency and Payment Options.		14
3(b)(ix)	Try/Buy Products		14
3(b)(x)	Wrapping and Posting Services		14
3(b)(x)(a)	Wrapping and Posting Process		14
3(b)(x)(b)	Localized Wrapping		14
3(b)(x)(c)	Wrapper Merchandising		14
3(b)(x)(d)	Other Wrapping Services		14
3(b)(x)(e)	* Wrapper Integration		14
3(b)(x)(e)(1.0)	Design and Development of Sub-sites		15
3(b)(x)(e)(1.1)	Set-Up Documents		15
3(b)(x)(e)(1.2)	Design and Development of * Technology		15
3(b)(x)(e)(1.3)	Customization of the Wrapper Technology as Used with the * Technology.		15
3(b)(x)(e)(1.4)	Symantec Review and Testing.		15
3(b)(x)(e)(1.5)	Sub-Site Launch		16
3(b)(x)(e)(2)	Symantec Digital Purchase First Products		16
3(b)(x)(e)(3)	Try/Buy Symantec Products.		16
3(b)(x)(e)(4)	Fees.		17
3(b)(x)(e)(5)	Rights in Work Products		17
3(b)(x)(e)(6)	Warranties		18
3(b)(x)(e)(7)	Limitation of Liability and Indemnity		19
3(b)(xi)	Service Levels.		19
3(b)(xii)	E-Commerce and Hosting Arrangements.		19
3(b)(xii)(a)	Main Scope of E-Commerce and Hosting Arrangements		19
3(b)(xii)(a)(i)	Hosting of Download Sites		20
3(b)(xii)(a)(ii)	Hosting of Online Stores		21
3(b)(xii)(a)(iii)	URL’s for Sites		21
3(b)(xii)(a)(iv)	Staffing		22
3(b)(xii)(a)(v)	Trademarks, Trade Names and Copyrights		22
3(b)(xii)(a)(vi)	Quality Functionality and Look ad Feel		22
3(b)(xii)(a)(vii)	Adjustment Period and Deviations		23
3(b)(xii)(a)(viii)	Corrections and Related Timing		23
3(b)(xii)(a)(ix)	Down Time		24
3(b)(xii)(a)(x)	Testing		24
3(b)(xii)(a)(xi)	Product Updates and New Release Postings		24
3(b)(xii)(a)(xii)	Credit Card Processing Systems		24
3(b)(xii)(a)(xiii)	Account Managers and Responsibilities		24
3(b)(xii)(a)(xiv)	Fulfillment and Other Fees		25

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

ii

		Page
Section	Section Title	Number
3(b)(xii)(a)(xv)	Ownership of Site URLs, Domain Names and Sites		25
3(b)(xii)(a)(xvi)	No Other Changes and Application of Provisions to the Sites.		25
3(b)(xiii)	Market Partners Sites		25
3(b)(xiii)(a)	Market Partners		25
3(b)(xiii)(b)	Fees, Payments to Market Partners.		26
3(b)(xiii)(b)(1)	Digital River Payment Terms		26
3(b)(xiii)(b)(2)	Royalty Payment and Report from Digital River to Market Partners.		26
3(b)(xiii)(b)(3)	Setup Costs		26
3(b)(xiii)(b)(4)	Audits.		26
3(b)(xiii)(c)	No Other Changes and Application of Provisions to the Market Partner Sites.		26
3(c)	Customer Support Services		26
3(d)	Online Support		27
3(d)(i)	To End Users		27
3(d)(ii)	To Symantec		27
3(e)	Shipping		27
3(f)	Compliance with Laws		28
3(g)	Digital River’s Financial Condition		28
3(h)	Marketing By Digital River		28
3(i)	Distribution of Packaged Symantec Products		28
3(i)(i)	Digital River’s Obligation		28
3(i)(i)(1.1)	Applicability		28
3(i)(i)(1.2)	Commencement Date; Terms		29
3(i)(i)(1.3)	Delivery Method		29
3(i)(i)(1.4)	Customer Shipping Costs		29
3(i)(i)(1.5)	Customer Payment Options		29
3(i)(ii)	Latin America Packaged Products		29
3(i)(ii)(1.1)	Applicability		29
3(i)(ii)(1.2)	Commencement Date; Term		30
3(i)(ii)(1.3)	Delivery Method		30
3(i)(iii)	Customer Shipping Costs		30
3(j)	Security		30
3(k)	Symantec Marketing Opportunities and Promotions		30
3(l)	Download Warranty Service aka Electronic Download Service (“EDS”)		30
3(m)	* (*) Hours a Quarter		32
4.	Privacy and Ownership of Customer Information		32
4(a)	Symantec Privacy Policy; use and Ownership of Customer Information		32
4(b)	Disclosures to Customers; Customer Choice		32
4(c)	AntiSpam Policies and All Messaging to Customers		33
5.	Use of Symantec and Digital River Names		33
5(a)	Symantec Name		33
5(a)(i)	Orders		33
5(a)(ii)	Telephone		33
5(a)(iii)	Documents		33
5(a)(iv)	Invoices; Confirmations		33

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

iii

		Page
Section	Section Title	Number
5(a)(v)	Nonaffiliation		33
5(a)(vi)	Other		33
5(b)	Digital River Name		33
6.	Symantec’s Trademarks, Trade Names and Copyrights		33
7.	Digital River’s Trademarks, Trade Names and Copyrights		34
8.	Ownership of Storefront URLs and Domain Names		34
9	Reporting; Records; Inspection; Purchase Orders.		34
9(a)	Notification		34
9(b)	Reporting		35
9(b)(i)	Online Reporting Tool		35
9(b)(ii)	Site Reporting		35
9(b)(iii)	EDI Sell-Through and Returns Reporting		35
9(b)(iv)	Penetration Report		35
9(c)	Records and Audits		35
9(d)	Audit of Packaged Product Inventory		36
9(e)	Purchase Orders		36
9(e)(i)	Purchase Order Procedures for all Symantec Products.		36
9(e)(ii)	Additional Purchase Order Policies for Packaged Symantec Products		36
9(e)(iii)	Acceptance of North America Purchase Orders by Digital River for Purchase
	on the Storefront		36
10	Packaged Symantec Products.		37
10(a)	Consignment of Packaged Symantec Products; Title.		37
10(b)	Inventory		37
10(c)	Storage and Segregation of Symantec Products		37
10(d)	Shrinkage; Insurance		37
10(e)	Shipment		37
10(f)	Risk of Loss		37
10(g)	Partial Delivery		37
10(h)	Delivery Schedule; Delays		38
10(i)	Account Receivables In Trust		38
10(j)	Field Destruction		38
11.	Pricing and License Fees; Payments; Payment Terms; Taxes, Tariffs.		38
11(a)	Digital River Pricing to End Users.		38
11(b)	Payments by Symantec to Digital River		39
11(c)	Payments by Digital River to Symantec		39
11(d)	Failure to Pay		41
11(e)	Taxes, Tariffs, Fees		41
11(f)	Credit Risk		42
11(g)	Returned Products		42
11(h)	Maximum Customer Service Expense		42
12.	Disclaimer of Warranty; Limited Liability		42
12(a)	Disclaimer of Warranty		42

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

iv

		Page
Section	Section Title	Number
12(b)	Limited Liability		43
12(c)	No Warranty by Digital River		43
13.	Indemnification of Symantec		43
14.	Indemnification of Digital River		43
14(a)	Patent or Copyright Infringement		43
14(b)	Product Claims		44
14(c)	Exceptions		44
14(d)	Limitation		44
15.	Confidentiality		44
16.	Investment and Maintenance Costs		44
17.	Waiver		44
18.	Assignment		44
19.	Duration and Termination of Agreements.		45
19(a)	Term		45
19(b)	Termination for Cause		45
19(c)	Termination at Will		45
19(d)	Automatic Termination		45
19(e)	Effect of Termination		45
19(f)	No Damages For Termination		46
19(g)	Survival		46
20.	Symantec Company or Product Acquisitions		47
21.	Notices		47
22.	Relationship of the Parties		47
23.	Other Agreements		48
24.	No Solicitation		48
25.	Section Headings, Language Interpretation and Exhibits.		48
26.	Entire Agreement.		48
27.	Governing Law		48
28.	Attorney’s Fees		48
29.	Severability		48
30.	Equitable Relief		48

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

v

		Page
Section	Section Title	Number
31.	Joint Press Release		48
32.	Execution of Agreement		49
32(a)	Effective Date		49
32(b)	Counterparts		49
Exhibit A	Symantec Products and List Prices		50
Exhibit B	Digital River’s Customer Support Metrics and Staffing Requirements.		52
Exhibit C	Symantec Storefront Content Updating Procedures		54
Exhibit D	Symantec’s Currency Policies		55
Exhibit E	Payment Options		57
Exhibit F	Digital River’s Service Level		58
Exhibit G	Export Control Measures		63
Exhibit H	Security Requirements		65
Exhibit I	Site Reporting Requirements		70
Exhibit J	Termination Procedures		74
Exhibit K	Symantec Sell Through Reporting Procedures and Policies		76
Exhibit L	Shop Symantec Storefront Initiation Form		78
Exhibit M	Shop Symantec Site Initiation Form		81
Exhibit N	Site Testing Standards and Criteria		90
Exhibit O	Shipping Charges and Sub-Site Shipping Locations		91
Exhibit P	Customer Message for Caribbean and Spain Subsite		103
Exhibit Q	Specifications for * Wrapper Integration		104
Exhibit R	Specifications for Commerce Flow # 111323a		106
Exhibit S	Specifications for Commerce Flow # 111323b		112
Exhibit T	Purchase Order Format		118
Exhibit U	Digital River’s Roadmap and Schedule for Shipping Into APAC		119
Exhibit V	Field Destruction Certificate		120

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

vi

AMENDED AND RESTATED
AUTHORIZED SYMANTEC ELECTRONIC RESELLER
FOR SHOP SYMANTEC AGREEMENT

     This nonexclusive Amended and Restated Authorized Symantec Electronic Reseller for Shop Symantec Agreement (the “Agreement”) is entered into as of the Amended Date between Symantec Corporation, a Delaware corporation maintaining its principal place of business at 20330 Stevens Creek Boulevard, Cupertino, California 95014, Symantec Limited, an Irish corporation maintaining its principal place of business at Ballycoolen Industrial Park, Blanchardstown, Co. Dublin 15, Ireland (collectively, “Symantec”), and Digital River, Inc., a Delaware corporation maintaining its principal place of business at 9625 West 76^th Street, Eden Prairie, Minnesota 55344 (“Digital River”) (the parties collectively referred to herein as the “Parties” and individually as a “Party”) and supersedes and replaces the prior Authorized Symantec Electronic Reseller for Shop Symantec Agreement with an Effective Date of December 20, 2000. This Agreement shall be effective as of the original Effective Date (as defined in Section 32(a) hereof).

RECITALS

     A. Symantec designs, publishes, manufactures and distributes computer software products, including the Symantec Products, which products Symantec licenses to End Users (as defined in Section 1 hereof) under the terms of Symantec’s EULAs, as defined in Section 1, below.

     B. Digital River has developed or otherwise acquired rights in a system comprising of software and hardware used by Digital River to distribute software products to third parties by allowing such third parties to download the software products through the Internet (as more particularly described in Section 2(e), the “Reseller System”).

     C. Symantec and Digital River desire that Digital River obtain the right to resell Symantec Products to End Users through Symantec’s Storefront (as defined in Section 1 hereof), in accordance with the terms and conditions set forth in this Agreement.

     NOW, THEREFORE, in consideration of the foregoing, and of the mutual covenants and agreements hereinafter set forth, Symantec and Digital River agree as follows:

1. Definitions. Capitalized terms used in this Agreement, which are not otherwise defined elsewhere in this Agreement, shall have the respective meanings set forth below:

     “24 X 7” shall mean 24 hours a day, 7 days a week.

     “24 X 7 X 365” shall mean 24 hours a day, 7 days a week, 365 days a year.

     “Amended Date” means the date on which the original Agreement was amended and restated, which is July 1, 2003.

     “API” shall stand for Application Program Interface.

     “BOB” shall stand for Bag of Bits, and shall mean software digitally Wrapped for electronic

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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distribution. A BOB shall contain a Symantec Product, a EULA, and other documentation and information as determined by Symantec in its sole and absolute discretion.

     “Commerce Enable” shall mean the process of preparing a product for entry into an ESD channel.

     “Confidential Information” shall have the meaning set forth in Section 15 of this Agreement.

     “Consulting Rate” shall mean the hourly rate that Symantec shall pay for all consulting on projects of no more than * US Dollars (US $*) an hour, for the actual time it takes to provide the requested project, and subject to receipt of an itemized bill with a billing break down of one fifteenths (1/15^th) increments of an hour for any project of less than a full hour.

     “Content” shall mean the text, pictures, sound, graphics, video, and other data that appear on Storefront and Sub-Site web pages and web sites and any other Sites, as defined under the terms of this Agreement.

     “Customer” shall mean a person or entity that visits any Site or the Storefront and includes any End User.

     “Customer Information” shall mean (i) all Customer information gathered by Digital River in the course of performing its obligations hereunder, and (ii) any Customer information that may be provided by Symantec to Digital River in connection with this Agreement, (iii) all Customer email lists or other listings that contain Symantec Customer information, whether or not created by or on behalf of Symantec.

     “Downtime” shall have the meaning set forth in Section 1 of Exhibit F to this Agreement.

     “Effective Date” shall have the meaning set forth in Section 32(a) of this Agreement.

     “EMEA” shall mean Symantec’s Europe, Middle East and Africa region.

     “End User” shall mean person(s) or entity(ies) that acquire Symantec Products for actual use, rather than for resale or distribution.

     “Enterprise” shall mean those Symantec Products listed on Exhibit A-2, which are subject to change, from time to time, at Symantec’s sole discretion.

     “ERP” shall have the meaning set forth in Section 11(a) of this Agreement.

     “ESD” shall stand for “electronic software distribution”, and shall mean a sale of Symantec Products through electronic distribution.

     “EULA(s)” shall mean Symantec’s end user license agreement(s) for any of the Symantec Products.

     “Hits” shall mean the total number of requests served by the web server to any particular item on a web page.

     “Issues” shall mean inquiries regarding Symantec’s Storefront or the Symantec Products received through e-mail messages and telephone calls. Inquiries may include Customer service problems, including questions regarding the download of Symantec Products, product and sales information, order status,

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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refunds, shipping, billing, pricing, installation of software, and misdirected telephone calls transferred to Symantec or other Symantec resellers, outsourcing providers, and distributors.

     “Key(s)” shall have the meaning set forth in Section 2(e)(ii) of this Agreement.

     “List Price” shall have the meaning set forth in Section 11(c)(i) of this Agreement.

     “Page View” shall mean the viewing of a complete page, including all of its graphical, text, and data elements.

     “Privacy Policy” shall mean Symantec’s privacy policy as currently posted by Symantec at URL www.symantec.com/legal/privacy.html, which policy or location may be revised by Symantec from time to time at its sole discretion.

     “Product Bundle” shall mean two or more Symantec Products offered and sold together.

     “Purchase First” shall mean the ESD purchase model in which payment processing or credit approval is completed before a copy of the ESD product inventory is made available to the End User.

     “Reseller System” shall have the meaning set forth in the Recitals section of this Agreement.

     “Site(s)” shall mean any web site or any Marketing Partner Site.

     “SKU” shall mean the unique number designated by Symantec for a Symantec Product, which may also be referred to as the “part number.”

     “Statement of Work” or “SOW” shall mean a project document that outlines the scope of work to by performed by Digital River for a Storefront project. The SOW shall provide a sufficient level of detail such that the technical, aesthetic and business requirements are clearly defined, and will include a functional description of the services to be completed by Digital River under this Agreement. Each SOW must be approved and executed by both Parties prior to Digital River’s commencement of work in accordance with the SOW. Approval of an SOW shall not be interpreted as acceptance of the finished project outlined in the SOW. Each SOW must outline the criteria for the acceptance of work described in the SOW.

     “Storefront” shall mean Symantec’s online shopping service referred to as Shop Symantec, and currently located at http://www.symantecstore.com, which name, URL and domain name(s) may be changed at Symantec’s sole discretion. “Storefront” does not include online shopping services that are co-branded between Symantec and any other party, which are referred to herein as Sites, as defined in Section 3(b)(xii) hereof, which include Market Partner Sites, as described in Section 3(b)(xiii). The Storefront shall contain the Sub-sites and shall include the following sections, which may be changed by Symantec from time to time: (1) global stores, (2) Try/Buy department, (3) upgrade department, (4) full product department, (5) featured partners spots, (6) purchase options and (7) areas for marketing banners. References to the “Storefront” in this Agreement shall be deemed to include the Sub-sites.

     “Sub-sites” shall mean Internet Storefront sites contained within the Storefront. Sub-sites are regionally based, and presented in localized languages. The number, Content, and localized languages of Sub-sites are subject to change from time to time at the sole discretion of Symantec. As part of the initial Storefront build, the Storefront shall include Sub-sites for the following regions, along with the local languages noted in parentheses: (1) United States (U.S. English), (2) United Kingdom (International English), (3) Europe (International English), (4) Asia-Pacific (International English), (5) Canada

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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(International English), (6) Canada (French), (7) Middle East and Africa (English), (8) Germany (German), (9) Italy (Italian), (10) Netherlands (Dutch), (11) Sweden (Swedish), (12) France (French), (13) Brazil (Portuguese) and (14) Latin America (Spanish). Although the general layout is the same for all Sub-sites, the Sub-sites are not simply translated versions of any one site. Sub-sites shall be localized to reflect the different merchandise and local partners available in each region. The Content, sections, Symantec Products sold, featured partners, and purchase options may vary with each Sub-site. Symantec shall provide all Content and direct translations for localization of Sub-sites. The Sub-sites do not include Sites, as defined in Section 3(b)(xii) or (xiii) hereof.

     “Symantec Products” shall have the meaning of all software products listed in Exhibit A attached hereto, as it may be amended by Symantec from time to time pursuant to Section 2(d)(iii) of this Agreement, and which Exhibit shall consist of two separate lists which are (i) Consumer Symantec Products set forth in Exhibit A-1, and (2) Enterprise Symantec Products set forth in Exhibit A-2.

     “Tax” shall have the meaning set forth in Section 11(e) of this Agreement.

     “Territory” shall mean Symantec’s North and South America, EMEA and Asia Pacific regions. Symantec’s Asia Pacific region may include Japan when added by a specific amendment or SOW to this Agreement.

     “Traffic” shall mean the number of Hits, visitors, Page Views, and other measurements of activity on the Storefront, including the Sub-sites, and may also be used specifically in reference to Sites and Market Partner Sites.

     “Transition Period” shall have the meaning set forth in Exhibit J to this Agreement.

     “Try/Buy” shall mean a version of a Symantec Product that allows prospective End Users to use the Symantec Product for a designated period, or for designated uses, before purchasing the Symantec Product through ESD.

     “Up Time” shall have the meaning set forth in Exhibit F attached hereto.

     “Wrap or Wrapping” shall mean the process of integrating a software application with e-commerce functionality.

     “Wrapper” shall mean a secure electronic container that Commerce Enables an application.

     “Wrapper Technology” shall mean the * software for ESD and Try/Buy products, or any other Wrapper software mutually agreed upon in writing by the Parties, such as the * Technology.

     “Wrap Up Code” shall mean, with respect to Customer service inquiries, the question category or type of a telephone call.

2. Appointment as Authorized Electronic Reseller for the Storefront in the Territory.

Digital River’s right to resell Symantec Products to End Users through the Storefront are detailed as follows:

     a. Outsourcer Appointment to the Storefront. Subject to the terms and conditions set forth herein, Symantec hereby appoints Digital River, and Digital River hereby accepts such appointment, as an independent, nonexclusive electronic reseller of Symantec Products through the Storefront, solely within

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

4

the Territory. Symantec is under no obligation to use solely Digital River for operations related to its Storefront, Sub-sites, Sites or Market Partner Sites within the Territory and Symantec may, in its sole discretion, engage multiple suppliers, back end providers and/or perform any or all aspects in house. Digital River shall perform as Symantec’s outsourcer for operating the Storefront in the Territory until the termination or expiration of this Agreement. Digital River’s appointment under this Agreement as an electronic reseller shall be limited to reselling the Symantec Products (i) through the Storefront and (ii) to Customers located within the geographic limits of the Territory. Digital River’s appointment only grants to Digital River a license to market, distribute, and transfer the Symantec Products to Customers, and does not otherwise transfer any right, title or interest in any such software to Digital River. Use of the terms “sell”, “purchase”, “license”, and “price” in this Agreement shall be interpreted in accordance with this Section 2(a) and Section 2(c) hereof. Digital River agrees that it will not purchase Symantec Products from a source other than Symantec, a Symantec authorized distributor or any other party authorized by Symantec.

     b. Limitations. The appointment in Section 2(a) pertains only to the distribution through the Storefront of Symantec Products listed on Exhibit A as it may be amended from time to time to include new Symantec Products or remove Symantec Products that Symantec chooses not to offer its resellers or distributors. The deletion or addition of Symantec Products from Exhibit A shall be consistent with Symantec’s deletion or addition of Symantec products for sale to End Users through Symantec’s reseller and distributor channel for the Territory, with the exception of product, product bundle or price promotions that may be offered by Symantec to select resellers or distributors from time to time. This Agreement does not pertain to the resale of Symantec Products by Digital River other than through the Storefront using the Reseller System; provided, however, that the foregoing limitation shall not preclude Digital River from distributing packaged Symantec Products to End Users who conduct the purchase of such packaged products through the Storefront, subject to the limitations set forth in Section 3(i) hereof. Digital River’s appointment is additionally limited to distribution of Symantec Products to End Users on a single or multi-user basis.

     c. Nature of Appointment. With respect to any Symantec Product, Digital River’s appointment only grants to Digital River such rights as are set out in this Agreement, and does not transfer any right, title or interest in any such software to Digital River. Use of the terms “sell,” “purchase,” license,” and “price” in this Agreement shall be interpreted in accordance with this Section 2(c).

     d. Symantec’s Reserved Rights.

          (i) Changes in Number of Electronic Resellers. Symantec reserves the right, from time to time and in its sole discretion, to increase or decrease the number of authorized Symantec distributors and resellers (including electronic resellers) and to distribute Symantec Products directly to all types of Customers using its own personnel or independent sales representatives.

          (ii) Symantec Accounts. Symantec reserves the right to distribute Symantec Products to any person or entity.

          (iii) Symantec Products; Changes in Products. Symantec reserves the right, in its sole discretion and without liability to Digital River, to add to and/or delete from the list of Symantec Products, any products distributed by Symantec. Any addition or deletion from the list of Symantec Products shall be indicated by Symantec’s unilateral amendment of Exhibit A to this Agreement and notice thereof to Digital River. Symantec reserves the right, in its sole discretion and without liability to Digital River, to delete and add Symantec Products from time to time. Any addition or deletion from the list of Symantec Products shall be indicated by Symantec’s delivery to Digital River of an updated product list, subject to the following conditions: (x) any addition or deletion of Symantec Products from the product list shall be consistent with Symantec’s deletion or addition of Products for sale to End Users through Symantec’s

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

5

authorized distribution and reseller channel for the Territory, (b) Symantec may unilaterally add Symantec Products to the product list if such products have an ERP of $19.95 or greater, and the parties must mutually agree to the addition to the product list of Symantec Products having an ERP of less than $19.95 and (y) in the case of a Product Bundle, Symantec may unilaterally add such Product Bundle to the product list so long as the average ERP for each Symantec Product contained in the Product Bundle (determined by dividing the total ERP for the Product Bundle by the number of individual products contained in the Product Bundle) is at least $19.95, regardless of whether any one or more of the products contained in the Product Bundle may individually have an ERP of less than $19.95. Symantec may in its sole discretion determine the regions for which certain Symantec Products are appropriate, and Digital River shall offer the Symantec Products only through the Sub-site for such regions.

     e. Reseller System. The following is a general description of the Reseller System and certain obligations of Digital River with respect thereto, subject to the additional terms and conditions contained in this Agreement:

          (i) Symantec will provide Digital River with a master copy for each Purchase First and Try/Buy Symantec Product. Digital River will Wrap, secure, store, and distribute Symantec Products in accordance with the terms and conditions of this Agreement, including the Exhibits attached hereto, and any SOWs mutually agreed upon by the Parties.

          (ii) When an End User visits the Storefront website and decides to obtain a Symantec Product, Digital River shall provide the End User with an electronic order form and, in the case of Purchase First products, shall obtain credit card or other acceptable payment information for authorization. Upon Digital River’s acceptance of the order form and the credit card or other acceptable payment information (in the case of Purchase First), Digital River shall permit the download of the applicable BOB or cryptographic keys that support or control functionality for Symantec Products (“Keys”). Digital River is responsible for hosting the Key server. Digital River shall provide to Symantec free downloads of Try/Buy products by End Users *.

          (iii) Digital River will distribute BOBs only as packaged in accordance with this Agreement, with all Symantec warranties, disclaimers and EULAs intact. Digital River shall honor any refund requests received from End Users for Symantec Products distributed by Digital River pursuant to the terms of the applicable EULA for such product. Digital River agrees not to take any action contrary to Symantec’s EULA unless such action is expressly and unambiguously allowed under this Agreement.

          (iv) Digital River is strictly prohibited from sublicensing the right to provide ESD or distribute any Symantec Products in any form and shall not make any ESD available to any third party for further download distribution, unless specifically authorized by Symantec in a fully executed Amendment, SOW or other agreement with Symantec.

3. Obligations of Digital River.

     In recognition of the particular expertise and commitment necessary to support Symantec Products properly, Digital River warrants, represents and agrees with Symantec that Digital River has, and during the term of this Agreement will continue to maintain, the capacity, technology, facilities and personnel reasonably necessary to perform such functions as are required to carry out its obligations under this Agreement, and that it is ready and willing to do so. Digital River shall also perform the following obligations:

     a. Staffing. Digital River will retain sufficient fully trained staff at all times reasonably necessary

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

6

to maintain and provide the level of Customer support detailed in Section 3(c) of this Agreement, including during periods of promotional programs, high sales volume and staff attrition. Digital River shall notify Symantec of any anticipated material changes in staffing and management immediately upon becoming aware of such anticipated changes. Digital River shall retain an account management team sufficient to support the worldwide nature and level of the Storefront business. As Symantec increases and adds more features and services on line for its Customers through the various marketing programs, campaigns and web sites, as indicated to Digital River, Digital River agrees make best efforts to add its own staffing and infrastructure, at no cost to Symantec, as necessary to scale its environment to meet the demands for such aforementioned services.

     b. Storefront Requirements. Digital River shall host the Storefront on its servers and shall operate the Storefront 24 X 7 X 365, with the no less than the minimum amount of Up Time required by Exhibit F hereto. Digital River shall also perform the following obligations with respect to the Storefront:

          (i) Initial Storefront Design; Look and Feel; Style Guidelines. Prior to the Launch Time, Digital River shall design and build the Storefront, including all Sub-sites, according to Symantec’s specifications and quality assurance testing requirements, and shall obtain Symantec’s approval thereof. All websites used in connection with the Storefront must (a) comply with Symantec’s style guidelines and (b) contain all features, including graphical components, that comprise the “look and feel” of Symantec’s Storefront. The Storefront must have Symantec’s look and feel as if Customers are buying directly from Symantec. However, as directed and approved by Symantec, a clear and prominent statement indicating that Digital River is our contracted vendor, with Digital River’s full legal corporate name, address and contact details must be present on the Storefront.

          (ii) Content Changes and Updates.

(a) Symantec shall have sole discretion regarding the Content (other than pricing information for the Symantec Products), structure and look and feel of the Storefront. Digital River may make changes to the Storefront that are immaterial or that relate to pricing of the Symantec Products, but shall obtain Symantec’s prior written approval of all other changes.

(b) Symantec will provide an account manager to make all changes to the Storefront and Sub-Sites requested by Symantec, including posting new Symantec Products, making product information changes and making the changes listed on Exhibit C, Digital River shall continue providing assistance with posting new Symantec Products or making Content changes after March 2001 in certain countries, which shall be further defined in the SOW prepared by the parties pursuant to subsection (e) below. Beginning in April 2001, Digital River will provide * hours per month of account manager time for making updates or changes to the Storefront on Symantec’s behalf, which updates or changes could be made by Symantec through the online remote management tool described in the following subsection (c). Digital River requires Symantec to utilize the online remote management tool to enter the ERPs directly into the pricing information of the Storefront either manually or when technology permits, automatically from Symantec’s own computer systems; provided however that Symantec agrees that Digital River has the right to change the prices and set the prices as Digital River decides in it’s sole discretion. Symantec shall pay Digital River at a rate of US$* per hour for Digital River account manager time used beyond the initial * hours per month to make updates or changes to the Storefront that could be made by Symantec through the online remote management tool. Digital River shall obtain Symantec’s written approval to exceed * hours in making updates or changes to the Storefront in a given month, and shall not bill Symantec for any hours spent without obtaining Symantec’s prior written approval. Digital River shall provide reasonable assistance to Symantec if they encounter problems making

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

7

changes using the online remote management tool and Digital River shall follow the procedures and schedules set forth on Exhibit C with respect to the changes and updates it is obligated to make to the Storefront hereunder.

(c) Digital River shall provide an online remote management tool to permit Symantec to make certain modifications to the layout and Content of the Storefront remotely. The access provided to

Symantec by such remote management tool shall include but not be limited to front page and category page product assignment and ranking and product description modifications; provided, however, that Digital River shall ensure that such online tool allows Digital River to control Symantec’s ability to alter or update any prices of the Symantec Products offered or sold through the Storefront, except at Digital River’s sole direction.

(d) Any revisions to the Storefront template, style redesign or design changes shall be part of the * provided to Symantec and shall be pursuant to an SOW. Digital River shall notify Symantec of the estimated time required to complete the updating necessary to meet Symantec’s style guidelines and shall obtain Symantec’s written approval prior to starting such work.

(e) Except as indicated in Section 3(b)(ii)(g) below, Digital River and Symantec have prepared a mutually agreeable SOW to define any additional process and standards for making the changes and updates to the Storefront described in the above Section 3(b)(ii)(b).

(f) Upon Symantec’s request for Digital River to do additional Content updates or site redesign work or create special pages for marketing promotions that are not addressed in this Agreement or an SOW, the Parties shall prepare an SOW for the work to be performed.

(g) If Symantec should need to request assistance from Digital River, the following types of Storefront changes and updates requested by Symantec shall be counted as part of the * (*) hours of account manager time per month that Digital River is required to provide to Symantec at * for purposes of making changes and updates to the Storefront (the “Account Management Time”): product arrangement on the front page of the Storefront, arrangement of products within categories, adding or deleting products from the Storefront and modification of existing products (including but not limited to product name, item listing, marketing information, product description and box shot changes) adding new Symantec Product IDs and email campaign activities that could be done by Symantec with the Enterprise Campaign Manager (ECM) tool (including uploading Customer Information, segmenting of Customer Information, and creating graphics text and html). The following types of changes and updates may not be included in the Account Management Time, and shall be charged to Symantec according to the current Consulting Rate set forth in the Agreement: Storefront template (including but not limited to the “look and feel” of the Storefront) changes, navigation bar changes, and shopping cart changes. Any additional types of Storefront changes or updates not identified herein shall not be charged as part of the Account Management Time, and the cost relating thereto shall be the responsibility of the Party responsible for such area under the terms of the Agreement. (For example, since Digital River has sole discretion over the pricing of the Symantec Products, the cost of making changes to such pricing shall be the sole responsibility of Digital River.) If neither the Agreement nor any SOW specifies which Party is responsible for a particular area, Digital River shall not charge Symantec for a change or update relating to such area unless the Parties have previously agreed in writing to the scope of the work to be performed by Digital River and the rate to be charged.

(h) The time required to make any Storefront changes or updates that are necessary because of an error on the part of Digital River will not be counted as part of the Account Management Time, and will be fixed by Digital River at no cost to Symantec.

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

8

(i) All changes counted as part of the Account Management Time shall be completed by Digital River within two business days after Symantec makes the request and provides all necessary materials to Digital River; provided, however, that in the case of mis-posted products, items on the Storefront in error or any other situation reasonably deemed an emergency by Symantec, Digital River shall use its best efforts to complete the requested change as soon as reasonably possible following Symantec’s request, but in no event later than two business days after Symantec’s request.

(j) Digital River shall maintain a spreadsheet to track the following data relating to all Storefront changes or updates requested by Symantec: change requested, site(s) within the Storefront to which the change applies, name of person requesting the change, date requested, estimated and actual completion dates, and estimated and actual completion hours. Digital River shall provide monthly updates of the spreadsheet to Symantec until such time as the Parties may mutually agree in writing that Digital River shall provide bi-monthly updates of such spreadsheet to Symantec.

          (iii) Sub-sites. The Storefront shall contain the Sub-sites, which Sub-sites are subject to change or addition from time to time at the sole discretion of Symantec. Upon Symantec’s request for Digital River to design and set up a new Sub-site, the Parties shall prepare a SOW for the work to be performed. Digital River shall develop each new site as described in the applicable SOW, and Symantec shall pay Digital River US$* for such development work. The hours for creating such Sub-sites shall not count towards the * (*) set forth in Section 3(m) of this Agreement. In the event that the new site requirements are materially different than the standard Symantec Sub-site template and Digital River is required to spend more than * to complete the development work, Digital River shall give Symantec its reasonable estimate of the number of development hours required to complete development of the Sub-site, and shall obtain Symantec’s written approval to complete the development work. Symantec shall pay Digital River the Consulting Rate for each approved hour of development work exceeding the first *.

(a) Puerto Rico and Caribbean Sub-Site and Spain Sub-site. Pursuant to the terms of Section 3(b)(iii) of the Agreement, Symantec requests that Digital River design, develop, launch, operate and maintain the Puerto Rico and Caribbean Sub-site (the “Puerto Rico and Caribbean Sub-site”), which will fall within Symantec’s Latin America region, and the Spain Sub-site, which will fall within Symantec’s Europe region (the “Spain Sub-site”) (the Puerto Rico and Caribbean Sub-site and the Spain Sub-site shall be referred to together herein as the “Sub-sites”).

(b) Digital River Obligations. Digital River agrees to design, develop, launch, operate and maintain the Puerto Rico and Caribbean Sub-site and the Spain Sub-site as provided herein and in the Agreement.

(c) Design and Development of Puerto Rico, Caribbean and Spain Sub-sites.

     1.1 Set-up Documents. Symantec will provide to Digital River the initial site-specific specifications and information relevant to designing and developing the Sub-sites, including for example, information regarding the Symantec products to be included on each Sub-site (the “Set-up Information”).

     1.2 Design and Development of Sub-site. Digital River shall design and develop the Sub-sites according to the schedule set forth in SubSection 3(b)(iii)(c)(2) hereof and according to Symantec’s specifications and quality assurance testing requirements. Such Sub-sites must (a) comply with Symantec’s style guidelines, (b) contain all features, including graphical components, that comprise the “look and feel” of the Storefront and (c) support the following languages and currencies:

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

9

	Site
Site	Language	Store Currency
Puerto Rico and Caribbean Sub-site	English	U.S. Dollars
Spain Sub-site	Spanish	Euros

     1.3 Customization of Sub-sites. During the development process, Digital River and Symantec will collaborate on the design, layout and localization of the Sub-sites. Such customization shall include but not be limited to the colors, graphics, images, links, text and product placement associated with the Sub-sites to reflect the specific regions targeted by such Sub-sites.

     1.4 Symantec Review and Testing. Upon Digital River’s completion of the development of the Sub-sites, Symantec shall review and conduct live testing of the Sub-sites. Symantec shall have up to 7 days for such review and testing. At the end of such period, Symantec will either (a) notify Digital River of changes required for the Sub-site(s) or (b) provide written notice of acceptance of such Sub-site(s). If Symantec requests changes to be made, Digital River will promptly make such changes and re-submit the Sub-site(s) to Symantec within two days. Symantec will have up to seven days to re-review and test the Sub-site(s), and will notify Digital River of any additional changes required or of its acceptance of the Sub-site(s) by the end of such period. The procedure set forth in this SubSection 3(b)(iii)(c)(1.4) will be repeated until Symantec accepts both Sub-sites in writing.

     1.5 Sub-site Launch. Digital River shall launch each Sub-site to the public no later than one day following receipt of Symantec’s written acceptance of such Sub-site. The Spain Sub-site shall be launched as a Sub-site within Symantec’s Europe region and the Puerto Rico and Caribbean Sub-site shall be launched as a Sub-site within Symantec’s Americas region.

     2. Development and Launch Schedule. Digital River will develop and launch the Sub-sites according to the schedule set forth below:

Schedule
		Responsible
	Task	Party	Due Date
	#1 - Sub-sites ready for Symantec review and live testing	Digital River	7 business days after the later of (a) May 22, 2002 and (b) Symantec’s submission of the Site Information to Digital River
	#2 - Launch of Sub-sites	Digital River	7 business days after #1*

*        The Parties acknowledge that such date is a target date and is dependent on the completion of the process described in SubSection 3(b)(iii)(c)(1.4). The Parties agree to work diligently to launch the Sub-sites by such target date or as soon as reasonably possible thereafter.

     3. Packaged Symantec Products. Digital River will offer and distribute packaged Symantec Products for orders placed on the Puerto Rico and Caribbean Sub-site. As of the launch of the Spain Sub-site, Digital River will not offer and distribute packaged Symantec Products for orders placed on such Sub-site (but such Sub-site will contain links designated by Symantec to third party online reseller sites where Customers may purchase packaged Symantec Products). Symantec reserves the right to request that Digital River begin offering and distributing packaged

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

10

Symantec Products for orders placed on the Spain Sub-site in the future, in accordance with the terms and conditions of the Agreement.

     4. Try/Buy Symantec Products. Upon Symantec’s request, Digital River will program one or both of the Sub-sites so that the information shown on Exhibit P to this Agreement is provided to Customers who initiate the download of Try/Buy Symantec Products. In such case, Digital River shall require Customers to submit the requested information prior to permitting the download of the requested Try/Buy Symantec Product, and Digital River shall make such information available to Symantec (in a form that is grouped, and/or permits sorting, by Sub-Site and country) through Digital River’s online reporting tool pursuant to the terms of Section 9(b)(i) of the Agreement.

     5. Email and Telephone Customer Service. Digital River will provide Customer service and product ordering services (a) by email and telephone in English for the Puerto Rico and Caribbean Sub-site and (c) by email in Spanish for the Spain Sub-site. For the avoidance of doubt, the foregoing Customer service to be provided by Digital River shall be included in the calculations set forth in Section 11(h) of the Agreement for purposes of determining whether Symantec is obligated to reimburse Digital River for any portion of its Customer Service Expense.

     6. Payment Options. Digital River will provide the following payment options for orders placed on the Sub-sites: (a) Credit card (Visa, MasterCard and American Express) and (b) wire transfer. To the extent that third party transaction fees are incurred for wire transfers relating to Customer purchases through the Puerto Rico and Caribbean Sub-site, Digital River shall charge the actual fees that are incurred to the Customer. To the extent that third party transaction fees are incurred for wire transfers relating to Customer purchases through the Spain Sub-site, the cost of the actual fees incurred shall be *. Digital River shall invoice Symantec for any amounts due hereunder pursuant to the terms of Section 11(b) of the Agreement. In the future, Digital River and Symantec will study the possibility of payment by Domestic Credit Cards for orders placed on the Puerto Rico and Caribbean Sub-site after Symantec submits a formal specification outlining the proposed requirements.

     7. Other Sub-site Responsibilities. All other terms, conditions and obligations of Digital River contained in the Agreement regarding the Storefront and/or Storefront Sub-sites generally shall also apply to the Puerto Rico and Caribbean Sub-site and Spain Sub-site.

     8. Fees. The terms set forth in Section 3(b)(iii) of the Agreement (including but not limited to the price to be paid by Symantec for the Sub-site development work to be performed by Digital River, and the obligation of Digital River to obtain Symantec’s written approval if such development work will exceed *) shall apply to the work to be performed by Digital River pursuant to this Agreement (excluding the tasks described in 3(b)(iii)(c)(4) hereof).

(d) Taiwan Sub-site. Pursuant to the terms of the Agreement, Symantec requests that Digital River design, develop, launch, operate, support and maintain the Taiwan Sub-site (the “Taiwan Sub-site”), which will fall within Symantec’s Asia Pacific region, which shall be referred to together herein as the “Sub-site”).

(e) Digital River Obligations. Digital River agrees to design, develop, launch, operate, support and maintain the Taiwan Sub-site as provided herein and in the Agreement.

(f) Design and Development of Sub-site.

          1.1 Set-up Documents. Symantec will provide to Digital River the initial site-specific

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

11

specifications and information relevant to designing and developing the Sub-site, including for example, information regarding the Symantec products to be included on each Sub-site (the “Set-up Information”).

          1.2 Design and Development of Sub-site. Digital River shall design and develop the Sub-site according to the schedule set forth in SubSection 3(b)(iii)(f)(2) hereof and according to Symantec’s specifications and quality assurance testing requirements. Such Sub-site must (a) comply with Symantec’s style guidelines, (b) contain all features, including graphical components, that comprise the “look and feel” of the Storefront and (c) support the following languages and currencies:

	Site
Site	Language	Store Currency
Taiwan Sub-site	Traditional Chinese	New Taiwan Dollar

          1.3 Customization of Sub-site. During the development process, Digital River and Symantec will collaborate on the design, layout and localization of the Sub-site. Such customization shall include but not be limited to the colors, graphics, images, links, text and product placement associated with the Sub-site to reflect the specific regions targeted by such Sub-site.

          1.4 Symantec Review and Testing. Upon Digital River’s completion of the development of the Sub-site, Symantec shall review and conduct live testing of the Sub-site. Symantec shall have up to 7 days for such review and testing. At the end of such period, Symantec will either (a) notify Digital River of changes required for the Sub-site(s) or (b) provide written notice of acceptance of such Sub-site(s). If Symantec requests changes to be made, Digital River will promptly make such changes and re-submit the Sub-site(s) to Symantec within two business days. Symantec will have up to seven days to re-review and test the Sub-site(s), and will notify Digital River of any additional changes required or of its acceptance of the Sub-site(s) by the end of such period. The procedure set forth in this SubSection 3(b)(iii)(f)(1.4) will be repeated until Symantec accepts the Sub-site in writing.

          1.5 Sub-site Launch. Digital River shall launch the Sub-site to the public no later than one business day following receipt of Symantec’s written acceptance of such Sub-site. The Taiwan Sub-site shall be launched as a Sub-site within Symantec’s Asia Pacific region.

          2. Development and Launch Schedule. Digital River will develop and launch the Sub-site according to the schedule set forth below:

Schedule
		Responsible
	Task	Party	Due Date
	#1 - Sub-site ready for Symantec review and live testing	Digital River	25 business days after the later of (a) August 1, 2003 and (b) Symantec’s submission of the Site Information to Digital River
	#2 - Launch of Sub-site	Digital River	7 business days after #1*

*       The Parties acknowledge that such date is a target date and is dependent on the completion of the process described in SubSection 3(b)(iii)(f)(1.4). The Parties agree to work diligently to launch the Sub-site by such target date or as soon as reasonably possible thereafter.

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

12

     3. Packaged Symantec Products. As of the launch of the Taiwan Sub-site, Digital River will not offer and distribute packaged Symantec Products for orders placed on such Sub-site (but such Sub-site will contain links designated by Symantec to third party online reseller sites where Customers may purchase packaged Symantec Products). Symantec reserves the right to request that Digital River begin offering and distributing packaged Symantec Products for orders placed on the Taiwan Sub-site in the future, in accordance with the terms and conditions of the Agreement.

     4. Try/Buy Symantec Products. Upon Symantec’s request, Digital River will program the Sub-site so that the information to this Agreement is provided to Customers who initiate the download of Try/Buy Symantec Products. In such case, Digital River shall require Customers to submit the requested information prior to permitting the download of the requested Try/Buy Symantec Product, and Digital River shall make such information available to Symantec (in a form that is grouped, and/or permits sorting, by Sub-Site and country) through Digital River’s online reporting tool pursuant to the terms of Section 9(b)(i) of the Agreement.

     5. Email Customer Service. Digital River will provide Customer service and product ordering services by email in Traditional Chinese for the Sub-site, and such support by email shall be provided seven (7) days a week during the hours of 9.00a.m. through 6.00 p.m. local Taiwan time. Digital River will respond to Customer service email inquiries within 24 hours of receipt of such inquires. For the avoidance of doubt, the foregoing Customer service to be provided by Digital River shall be included in the calculations set forth in Section 11(h) of the Agreement for purposes of determining whether Symantec is obligated to reimburse Digital River for any portion of its Customer Service Expense.

     6. Payment Options. Digital River will provide the following credit card payment options for orders placed on the Sub-site: Visa, MasterCard and American Express.

     7. Other Sub-site Responsibilities. All other terms, conditions and obligations of Digital River contained in the Agreement regarding the Storefront and/or Storefront Sub-site generally shall also apply to the Taiwan Sub-site.

     8. Fees. The terms set forth in Section 3(b)(iii) of the Agreement (including but not limited to the price to be paid by Symantec for the Sub-site development work to be performed by Digital River, and the obligation of Digital River to obtain Symantec’s written approval if such development work will exceed *) shall apply to the work to be performed by Digital River pursuant to this Agreement (excluding the tasks described in Subsection 3(b)(iii)(f)(4) hereof).

          (iv) Featured Partner Spots. Each Sub-site must have one to four graphic spots for featuring Symantec-designated partners that are online retailers of Symantec Products. The specific number of graphic spots in each Sub-site shall be specified by Symantec, and Symantec will provide the graphics and applicable links. Digital River shall make needed changes to feature spots on Sub-sites as requested by Symantec with two weeks’ advanced notice, at *. Changes to Sub-sites feature spots shall not be requested by Symantec more than one time per month for each Sub-Site.

          (v) Banners. Each Sub-site must have a section to accommodate a minimum of three (3) rotating marketing banners that promote Symantec Products and Symantec-designated links to other web sites. Symantec shall create any such banners, which may be different for each Sub-site. Digital River shall update banner rotation upon two weeks’ advance notice by Symantec at *. Symantec’s requested changes to marketing banners shall not exceed once each two weeks. Notwithstanding the foregoing, in the event of an outdated banner, obsolete product, virus outbreak or other event reasonably deemed an emergency by Symantec, Digital River shall update the applicable banner promptly following Symantec’s

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

13

request.

          (vi) Purchase Options. Each Sub-site must have a section that outlines ordering options available to Symantec Customers. The section is to contain a link to the www.symantec.com web site. The following ordering options shall be available for purchasing Symantec Products:

(a) Toll Free or Toll Share Telephone Numbers. Digital River will establish toll free or toll share numbers for the Unites States and Canada for purposes of permitting Customers in those locations to order packaged Symantec Products via telephone, to order Wrapped Purchase First and Try/Buy Symantec Products and to obtain Keys to unlock downloads of Wrapped Symantec Products. Such list of toll free or toll share countries may change from time to time based upon mutual agreement by Symantec and Digital River. The applicable toll free or toll share telephone numbers shall be displayed in locations on the Sub-sites that are reasonably able to be located by Customers. The toll free or toll share telephone number ordering option for packaged products is available only for deliveries to addresses in the locations Digital River is expressly permitted under this Agreement to distribute packaged Symantec Products.

(b) Fax. Digital River shall cause Customers who desire to purchase Symantec Products by fax to be presented with a printable form containing the product title and SKU of the Symantec Products to be ordered. The form should contain fields for Customers to supply missing information, and information on how to fax completed forms to Digital River’s order processing center with Customers’ credit card numbers. Such fields should include purchase quantity, credit card and shipping information. Digital River shall display the applicable fax number(s) on each Sub-site in locations that are reasonably able to be located by Customers.

(c) Internet Orders. Digital River shall permit Customers to make orders directly through the Internet via online order forms.

          (vii) Site Traffic Reporting. Each Sub-site must be set up to measure Traffic and the effectiveness of specific marketing campaigns.

          (viii) Currency and Payment Options. Digital River shall provide Customers the currency options specified in Exhibit D and the payment options specified in Exhibit E.

          (ix) Try/Buy Products. Digital River’s order processing system must be able to process orders for Symantec Try/Buy products, using the Wrapper Technology. Order processing for Try/Buy products shall be available in all localized languages available using the Wrapper Technology and shall include the currency processing and payment options listed in Exhibits D and E, respectively.

          (x) Wrapping and Posting Services. Digital River shall provide the following Wrapping and posting services:

(a) Wrapping and Posting Process. Upon receiving an updated Symantec Product list containing a new Symantec Product, Digital River will retrieve the non-Commerce enabled Purchase First and try/die Symantec Products and related collateral, including the product executable, product description, thumb nail and box shots, from Symantec’s http://business.symantec.com extranet site. Using the Wrapper Technology, Digital River will Commerce Enable the Symantec Products for Purchase First sale, and for Try/Buy download and subsequent sale, from the Symantec Storefront. Digital River will perform all necessary quality assurance to ensure that the Wrapped Purchase First and Try/Buy Symantec Products match the pre-Wrapped Symantec Products. Following receipt of an updated Symantec Product list containing a new Symantec Product, Digital River

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

14

shall Commerce Enable, test, and post the Purchase First version live for sale on the Storefront within two (2) business days, and the Try/Buy version live for download within five (5) business days.

(b) Localized Wrapping. Digital River shall Wrap Symantec Products in appropriate localized Wrappers, as available, using the Wrapper Technology.

(c) Wrapper Merchandising. Symantec shall have final approval regarding merchandise space and content, and confirmation procedures, presented to End Users during downloads. Symantec’s approval will not be unreasonably withheld or delayed.

(d) Other Wrapping Services. At Symantec’s request and pursuant to the terms of a separate SOW mutually agreed upon by the Parties, Digital River shall provide Wrapping services for Try/Buy products to be distributed directly by Symantec or its partners.

(e) * Wrapper Integration. Pursuant to the terms of the Agreement, Symantec requests that Digital River integrate * DRM wrapper technology into Digital River’s Commerce System and any and all later versions and updates thereto (the act of which shall be referred to as the “* Wrapper Integration”), which * DRM wrapper technology shall be referred to herein as the “* Technology”. The final integrated and fully implemented wrapper technology shall be referred to herein as the “Wrapper Technology” as further defined in the Agreement. The actual code that functions as a connector which will be created during the * Wrapper Integration process by Digital River in order to allow the * Technology to work with the Digital River Commerce System and any and all later versions and updates thereto via the * servers hosted by Symantec or such other third party back end service provider of Symantec’s choice shall be referred to herein as the “Work Product”. Digital River agrees to design, develop, launch, operate and maintain the * Technology as provided herein and in the Agreement.

     1.0 Design and Development of Sub-sites.

     1.1. Set-up Documents. Symantec and Digital River will mutually create and agree upon timelines and specifications for integration of the * Technology into the Digital River systems (the “Work Request”).

     1.2 Design and Development of * Technology. Digital River shall integrate, implement and maintain the * Technology at Digital River’s operations sites according to the schedule set forth in Subsection 3(b)(x)(e)(2) hereof and according to Symantec’s specifications as agreed upon by both Parties and pursuant to the quality assurance testing requirements of Symantec, as provided to Digital River by Symantec, from time to time, which are subject to change in Symantec’s sole discretion. Such * Wrapper Integration and final Wrapper Technology must (a) comply with Symantec’s guidelines, specifications (as agreed to by the Parties), security and development requirements for the Storefronts, as previously provided to Digital River, and as updated by Symantec, (b) contain all features, including operational, graphical components, and as otherwise indicated in the specific specifications, attached hereto as Exhibit Q, that comprise the “look and feel” of the Wrapper Technology, and (c) support all languages, currencies, and payment options available on the Storefronts globally. Any future customization requests after the final acceptance signoff and any changes to the completed Work Product that are required due to Symantec’s changed quality assurance, security or development requirements which were provided by Symantec after the completion of the Work Product may require additional development, as mutually agreed upon by the Parties, and as evidenced by an executed amendment to this Agreement or separately executed SOW and shall be billed at the Consulting Rate set forth herein.

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

15

     1.3 Customization of the Wrapper Technology as used with the * Technology. During the integration and implementation process, Digital River and Symantec will collaborate on the integration, implementation, and look and feel of such in the use of the * Technology in the final Wrapper Technology. Such customization shall include, but not be limited to, the Customer experience (front end purchase process), security and commerce integration (back end purchase process) for the Symantec products which are wrapped with Work Product. Any future customization requests after the final acceptance signoff may require additional development, as mutually agreed upon by the Parties, and as evidenced by an executed amendment to this Agreement or separately executed SOW, and shall be billed at the Consulting Rate set forth herein.

     1.4 Symantec Review and Testing. During Digital River’s * Wrapper Integration and related QA testing on the * Technology, Digital shall permit Symantec to review and conduct live testing of the code at the following intervals: Initial live testing of the code will begin with the production release of the NAV Beta version on or about December 19, 2002 conducted by Symantec. Symantec will have the right to conduct testing including on the * Technology and Wrapper Technology (as defined under the Agreement) as often as it deems reasonably necessary in its sole discretion up to and after the launch of the 2004 consumer product line. Upon Digital River’s completion of the integration of the purchase process components using * Technology, Symantec shall have final review and testing of the purchase process using the * Technology before the final Wrapper Technology goes live for Customer use on the Storefronts. If Symantec requests changes to be made, Digital River will make such changes and re-submit the code to Symantec by no later than the next available Digital River code release. Any changes that deviate from the original Work Request Specification will be subject to additional development, as mutually agreed upon by the Parties, and as evidenced by an executed amendment to this Agreement or separately executed SOW, at the Consulting Rate set forth herein. Symantec will have up to two (2) business days to re-review and test the final Wrapper Technology and Work Product, and will notify Digital River of any additional changes required or of its acceptance of the final Wrapper Technology and related Work Product by the end of such period. The procedure set forth in this Section 3(b)(x)(e)(1.4) will be repeated until Symantec accepts the final Wrapper Technology consisting of the * Technology as fully integrated and implemented by the * Wrapper Integration process, in writing. Upon receipt of written approval, Digital River shall launch the final Wrapper Technology within one (1) business day (the “Launch Date”). For purposes of clarity, Symantec agrees that Digital River will be performing work with dedicated team members and that Digital River will be invoicing Symantec monthly for the actual hours worked in agreed projects as described in the specifications, as mutually agreed upon by the Parties, and as evidenced by an executed amendment to this Agreement or separately executed SOW. Symantec further agrees that the amounts to be paid to Digital River under this Agreement are non refundable and based on work performed to date.

     1.5 Sub-site Launch. Digital River shall launch the final Wrapper Technology to the public no later than one (1) business day following receipt of Symantec’s written acceptance. Digital River shall launch and maintain the final Wrapper Technology which integrates the * Technology pursuant to the * Wrapper Integration according to the schedule set forth below:

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

16

	DR release
Description	Timeline	Dependencies
Initial code release of * Technology through Space Invaders release	12/06/2002	No bugs or changes in * Technology
Initial code release of * Technology through Norton Antivirus 2003 purchase first and TBYB Beta build.	12/19/2002	Deliverable of NAV beta files on 12/13/2002*
Final code release of * Technology through Norton Antivirus 2003 purchase first and TBYB final build.	1/08/2003	Deliverable of NAV final files on 1/06/2003*

*       The Parties acknowledge that such date is a target date and is dependent on the completion of the * Wrapper Integration process described in Subsection 3(b)(x)(e)(1.4). The Parties agree to work diligently to launch the * Technology by such target date or as soon as reasonably possible thereafter.

     2. Symantec Digital Purchase First Products. The term Digital Purchase First Products shall mean products which Customers must purchase online before they are offered access to download the Symantec Product for actual use. Digital River will offer and distribute Symantec Digital Purchase First Products for orders placed on Storefronts known as Shop Symantec, or Symantec Store globally.

     3. Try/Buy Symantec Products. Upon Symantec’s request, Digital River will provide purchase options to Customers who initiate the download of Try/Buy Symantec Products and shall use the message provided by Symantec, as modified in text or process by Symantec in writing from time to time. In such case, Digital River shall require Customers to submit the requested information prior to permitting the download of the requested Try/Buy Symantec Product, and Digital River shall make such information available to Symantec (in a form that is grouped, and/or permits sorting, by Sub-Site and country) through Digital River’s online reporting tool pursuant to the terms of Section 9(b)(i) of the Agreement.

     4. Fees. Symantec will pay to Digital River the Consulting Rate for work performed as specifically authorized in writing by Symantec per the terms of the Agreement and specifically set forth hereunder for each of the following categories of Phase I, capped as set forth below. Digital River will report hours completed to Symantec once each week in writing and invoice Symantec for actual hours once each month. Invoices will be due within thirty (30) days after receipt, except as noted herein. No additional hours may be charged unless approved in writing and in advance by Symantec. Any additional hours approved by Symantec shall not be charged at a rate to exceed the agreed upon Consulting Rate set forth herein. Should Digital River foresee any increase in the estimated hours provided hereinbelow, it shall inform Symantec in writing immediately. All changes must be mutually agreed upon in writing by both Parties prior to work being performed.

Project Hours	Estimated Time	Not to Exceed Total (Cap)
Development/Coding	*	$*
Site Development/Design	*	$*
Development testing and QA	*	$*
Project Management and Scoping	*	$*
Development Business Analysis	*	$*
Total Estimated hours:	* – not to exceed above total amounts
Total Billable = USD $*

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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Only one (1) Symantec Product is part of Phase I of this project. Additional implementation and integration may be required to support any additional products. This estimate is based on the agreed upon Work Flows 111323a (Exhibit R) and 111323b (Exhibit S). All future work and estimates must be approved in advance in writing by Symantec.

5. Rights in Work Product.

(a) Except as set forth in Subsections (b) and (c) below, the Work Product delivered by Digital River (other than the Digital River Information provided by Digital River) created specifically for and provided to Symantec by Digital River under this Agreement shall be the property of Symantec.

(b) Any Digital River proprietary or Confidential Information used to perform the Services, or included in any final Wrapper Technology delivered by Digital River, including but not limited to Digital River software, technology, development tools, processes, appliances, methodologies, code, templates, tools, policies, records, working papers, knowledge, data, trade secrets or other intellectual property, written or otherwise (collectively, “Digital River Information”), shall remain the exclusive property of Digital River. To the extent that Digital River incorporates any Digital River Information into the final Wrapper Technology or Work Product delivered by Digital River, Digital River hereby grants to Symantec a royalty-free, non-exclusive, non-transferable license to use such Digital River Information solely in direct connection with the use by Symantec of the final Wrapper Technology, and any and all later versions and updates thereto, for Symantec’s Storefront business in accordance with the limitations set forth in this Agreement and any applicable SOW. Any licensed technology from a third party that is integrated into the final Wrapper Technology remains the property of such licensor, unless otherwise specifically agreed to by that party.

(c) Notwithstanding Subsection 3(b)(x)(e)(5)(a), Digital River acknowledges that, except for the Digital River Information, the Work Product is a “work made for hire” and Digital River shall not sell, transfer, publish, disclose, display or otherwise make available the final Wrapper Technology or Work Product as developed for Symantec. Except as otherwise provided herein, Digital River acknowledges that it has no right to use the final Wrapper Technology or Work Product with or for the benefit of any entity or person, other than Symantec, without the executed written consent of Symantec, which cannot be withheld, for a license fee equal to * percent (*%) of the total Fees paid under this Subsection 3(b)(x)(e) or any amendment hereto, as of the date of the requested license (the “Transfer Fees”). Upon payment of the Transfer Fees, then ownership of the Work Product, together with all upgrades and new versions existing as of the date of transfer, along with any and all patent, copyright, and all other proprietary rights in the Work Product, shall be irrevocably transferred, sold and assigned to Digital River free of all encumbrances or restrictions other than the license granted to Symantec pursuant to this Subsection 3(b)(x)(e). Symantec shall retain a perpetual license to continue to use the Work Product for the Storefront and further be entitled to all upgrades and new versions thereto without charge. Upon payment of the Transfer Fees, then Digital River is free to

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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use the Work Product with any other Customer, person or entity it so chooses without any continuing restrictions from Symantec. As of December 18, 2002, Digital River is granted a sublicense hereunder from Symantec pursuant to Symantec’s agreement with * to use the * Technology in the final Wrapper Technology for Symantec’s benefit only. Digital River will not use the final Wrapper Technology or Work Product or any of the same features and functionality as the Work Product, and as updated thereafter, for any other client except upon payment of the Transfer Fees, but it does have a right, at it’s sole discretion, to enter into a separate future agreement (unrelated to Symantec) with * or any other person or organization, for the purpose of developing a wrapper option for Digital River’s other clients (the “Other Wrapper Options”). The provisions of this Agreement shall not in any respect whatsoever restrict or limit Digital River’s exclusive ownership and right to use the Digital River Information as a part of Other Wrapper Options, or otherwise.

6. Warranties

(a) Digital River warrants and represents that it has obtained all necessary rights and authority relating to the * Technology to perform the * Wrapper Integration work and all related terms and conditions of this Agreement in creating the final Wrapper Technology it delivered hereunder to Symantec. Digital River shall have obtained all necessary rights to do the foregoing, and hereby sublicenses to Symantec such rights and permissions to use the final Wrapper Technology, along with the Work Product, as integrated for use with the * Technology, for the uses contemplated hereunder.

(b) As of December 18, 2002, Symantec warrants and represents that it has obtained all necessary rights and authority to sublicense to Digital River the right to use the * Technology as of December 18, 2002, and thereafter for such time it has a license with *, to enable and implement the final Wrapper Technology on Symantec’s behalf only.

7. Limitation of Liability And Indemnity.

(a) The limitation of liability as to this Subsection 3(b)(x)(e) shall be governed by the terms and conditions set forth in the Agreement as they relate to the Work Product.

(b) As to this Subsection 3(b)(x)(e)and the Work Product, Digital River will indemnify, hold harmless and, at Symantec’s request, defend Symantec and Symantec’s affiliates, directors, officers, employees, agents and independent contractors from and against all claims, liabilities, damages, losses and expenses, including but not limited to reasonable attorneys’ fees and costs of suit, arising out of or in connection with:

     A. Any negligent or willful act or omission of Digital River or Digital River’s employees or agents, including but not limited to the extent such act or omission causes or contributes to (a) any bodily injury, sickness, disease or death; (b) any injury to or destruction of tangible or intangible property (including computer programs and data or any loss of use resulting therefrom); or (c) any violation of any statute, ordinance or regulation as set forth in Section (3)(f) of the Agreement; or

     B. Any violation or claimed violation of a third parties’ rights arising in whole or in part from the any actions by Digital River, including but not limited to, the grant of rights to Symantec hereunder or Symantec’s exercise of any such rights.

     C. Any breach of Digital River’s warranties or representations or other obligations

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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under the Agreement or this Subsection 3(b)(x)(e).

(c) As to this Subsection 3(b)(x)(e)and the Work Product, Symantec will indemnify, hold harmless and, at Digital River’s request, defend Digital River and Digital River’s affiliates, directors, officers, employees, agents and independent contractors from and against all claims, liabilities, damages, losses and expenses, including but not limited to reasonable attorneys’ fees and costs of suit, arising out of or in connection with any breach of Symantec’s warranties or representations set forth in this Subsection 3(b)(x)(e).

(d) THE PARTIES AGREE THAT FOR THIS SUBSECTION 3(b)(x)(e), NEITHER PARTY SHALL HAVE ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT OF ANY KIND, INCLUDING ANY LOST PROFITS OR LOST DATA, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

              (xi) Service Levels. Digital River shall provide service levels for the Storefront that at a minimum meet the requirements set forth in Exhibit F.

(xii) E-Commerce and Hosting Arrangements.

(a) Main Scope of E-Commerce and Hosting Arrangements. From time to time, Symantec will enter into contracts (the “Front End Agreement(s)”) with certain third parties, who are Customers and partners of Symantec (the “Partners”), and based on those Front End Agreements, Symantec may request Digital River, as one of its back end providers of its e-commerce and hosting needs, to: (i) create and host a solely Symantec branded or alternatively co-branded online product purchase store (the “Online Stores”) and (ii) create and host a private download site for a Partner pursuant to specific and unique terms and conditions (the “Download Site”). This Section 3(b)(xii) applies only to such Online Stores and Download Sites, and not to the Storefront. Collectively and interchangeably, the Online Stores (which includes each Generic Store and each Co-Branded Store) and the Download Sites shall be referred to as the “Site(s)”. Provided that Symantec and Digital River agree upon such terms and enter into a separate agreement for such Site to govern the hosting and building of each such Site, in the form of the attached Site Initiation Form, attached hereto as Exhibit M, and once completed and signed, the terms of which are incorporated herein by reference and shall become part of this Agreement (the “Back End Agreement”), Digital River shall build such Site(s) for Symantec using Digital Rivers’ web and delivery technologies, as further described herein. Digital River shall give full Customer support relating to the purchase and installation process of Symantec Products obtained from such Sites. Symantec is the sole owner of all domain names, URLs, Site addresses or other id’s and the actual Sites under the terms of this Agreement. Digital River shall provide all Customer service to the Site’s users in regard to problems with downloads or questions concerning the process of downloading the Symantec Products, as more specifically detailed in Sections 3(c) and 3(d) of the Agreement, which shall apply equally to the Sites as it currently does to the Storefront. Symantec shall provide technical support to the End-Users in accordance with the license terms under which each Symantec Product was distributed.

(i) Hosting of Download Sites. Digital River agrees to create and host certain Download Sites, as requested by Symantec, from time to time, pursuant to the terms of this

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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Agreement and pursuant to separately negotiated terms between Symantec and Digital River set forth in the separate Back End Agreement for various Partners. The specific terms relating to the creation and maintenance of a particular Download Site shall be pursuant to such applicable Back End Agreement between Digital River and Symantec. Further, Digital River takes full responsibility for securing the Site and preventing unauthorized downloads or access to the Symantec Product and if not adequately secured, *. Examples of inadequate security include, but are not limited to, those in which (i) the authentication process for screening allowed users does not adequately screen out unauthorized users, as defined by the Partner or (ii) authorized users are able to download or obtain copies of Symantec Product in excess of that authorized by the promotion or coupon of the Partner or actually paid for by the user or (iii) authorized users are able to download or obtain copies of Symantec Product in any manner not intended by the Partner, or (iv) unauthorized users are able to obtain Symantec Products, or (v) Symantec Products are obtained in a manner which was not intended by the terms of the applicable Back End Agreement, or (vi) such other security breaches, whether or not listed in the examples given above, which were preventable as they were in the complete control of Digital River to prevent. Symantec may extend the length of the Site’s existence upon written notice by Symantec to Digital River, without further action.

(ii) Hosting of Online Stores.

(a) Co-Branded Stores. Digital River agrees to create and host certain “Co-Branded” Online Stores that contain certain designated Symantec Products and sets forth both the intellectual property marks of the Partner and of Symantec (the “Co-Branded Store”), as requested by Symantec, from time to time, and as mutually agreed to by Symantec and Digital River under the terms of the separate Back End Agreements. Such Co-Branded Stores shall be created and hosted pursuant to the terms of this Agreement and pursuant to specifically negotiated terms set forth in a separate Back End Agreement entered into by Digital River and Symantec for each such Co-Branded Store, which Back End Agreement shall include no less than a description of the Co-Branded Store along with the Specifications, any fees or rebates, length of Site existence, launch date, revenue share for the Partner, any electronic coupons or rebates, and other unique terms. Symantec may extend the length of the length of the Site’s existence upon written notice by Symantec to Digital River, without further action.

(b) Generic Stores. Digital River agrees to create and host certain “Generic” Online Stores that contain certain designated Symantec Products, but which do not specifically identify the Partner or its intellectual property marks (the “Generic Store”), as requested by Symantec, from time to time, pursuant to the terms of this Agreement and pursuant to the terms of the specific Back End Agreement entered into by Digital River and Symantec for each Generic Store. Such Back End Agreement shall include no less than a description of the links and Site address needed to create the Generic Store, fees or rebates, length of Site existence, launch date, revenue share for the Partner, any electronic coupons or rebates, and other unique terms. Symantec may extend the length of the Site’s existence upon written notice by Symantec to Digital River, without further action.

(iii) URL’s for Sites. The URL for each Site shall be as specified in the relevant Exhibit containing the Back End Agreement for the particular Partner (the “URL”). The URL should only be accessible to such Partner’s customers or Site users coming directly from

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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the Partner’s own website or through whatever promotional link is required, such as from the Symantec Product or in an e-mail provided by the Partner or Digital River on Partner’s behalf as part of an e-mail campaign, if so specified in the applicable Back End Agreement. Symantec shall obtain from Partner and provide to Digital River, on Partner’s behalf, the allowed URLs that a Partner’s customer or Site users may click through from to arrive at the Site (the “Allowed URLs”). The Back End Agreement will indicate if the Partner requires access to the Site to be restricted to only users coming from the Allowed URLs. In such a case, Digital River shall use the Allowed URLs to verify the permissible access by a Site user. If the Partner requires access to be restricted per the Back End Agreement, Digital River will not allow access to the Site by any user who accesses the Site from any URL other than the Allowed URLs. Digital River agrees to not allow any unauthorized links or third party advertisements or promotions of any kind whatsoever on any Site, except as specifically directed by Symantec. Notwithstanding the foregoing, Digital River shall not be responsible for any unauthorized links placed by Partner, or transferred to unauthorized email lists, or an unauthorized third party end user. Digital River shall create and host a single page location, as the page to which Digital River will send unauthorized Site users who do not meet the definition of an authorized Customer when access is restricted to users coming from Allowed URLs (the “Authentication Page”). Symantec shall obtain and provide to Digital River, the information and wording instructing the non-authorized Site user as to the reason for their failed access to the Site and information and links on how to obtain membership and proper access, as each Partner deems appropriate, for the Authentication Page and as more specifically detailed in the relevant Back End Agreement. Digital River agrees to specifically comply with, and ensure that the Site will be in compliance with, all authentication requirements as provided for by any relevant Back End Agreement.

(iv) Staffing. Section 3(a) and such other provisions relating to staffing shall apply to the Sites.

(v) Trademarks, Trade Names and Copyrights. Digital River agrees that each Site will include the proper trademarks, logos and trade names, for Symantec and if applicable, for the Partner, as indicated in the Back End Agreement for the Partner, all pursuant to the requirements of Sections 5, 6, and 7 of the Agreement in the same manner as applied to the Storefront; provided however, no identification shall be made with “Shop Symantec”.

(vi) Quality, Functionality and Look and Feel. Digital River shall build, host on its servers, and completely maintain all Download Sites and Online Stores and resell (as applicable and in accordance with the terms of this Agreement and the Back End Agreement) through such Online Stores and/or Download Sites to Site Customers, at a level of quality, functionality and look and feel, as set forth in the terms of each Back End Agreement, as applicable, the terms of this Agreement and the generally accepted standards in the online reseller and retail industry. The design and content of each Download Site and Online Store will be in compliance with the terms and conditions of each Back End Agreement, as applicable, at all times, and Digital River shall notify Symantec immediately upon discovery otherwise and remedy such problems within one (1) business day, unless otherwise provided an extended period of time to cure in writing, by an authorized Symantec employee with requisite signatory authority. Digital River shall follow the approved design and content blueprint for each Site, which shall be first pre-approved by the Partner and attached as an exhibit to the relevant Back End Agreement, as applicable, or as otherwise separately provided by Symantec (the “Specifications”). The initial look and feel and content of the Download Site or Online

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

22

Store shall be as set forth in the Specifications at the date indicated for the Download Site or Online Store to be first fully functional, launched and available for public use, which includes ability to download or purchase Symantec Products on the Site (the “Launch Date”). Digital River agrees that unless the Specifications are later changed after the Launch Date, in accordance with the terms of this Agreement, the Site will continue to meet the Specifications set forth in the Back End Agreement throughout its existence. Digital River agrees to comply with all the Specifications applicable for a particular Site, including all security on the Site, which are necessary to allow for the described functions to operate as the Partner desires, and to prevent third parties from unauthorized access or downloads of Symantec Products, as well as ensuring the ability to complete authorized access to the Symantec Products, starting from the Launch Date, and continuing throughout the life of the Site. If such malfunctions are not fully remedied within the time periods provided for under the terms of the Agreement or such applicable Back End Agreement, *, as such case may be, regardless of whether or not there is a *. Further, Digital River may not charge Symantec or the Partner for any expenses it would normally be able to charge Symantec or the Partner for, including but not limited to, per download fees, which are incurred during the time in which the Site is inadequately secured or malfunctioning. Examples of inadequate security include, but are not limited to, those in which (i) the authentication process for screening allowed users does not adequately screen out unauthorized users, as defined by the Partner or (ii) authorized users are able to download or obtain copies of Symantec Product in excess of that authorized by the promotion or coupon of the Partner or actually paid for by the user or (iii) authorized users are able to download or obtain copies of Symantec Product in any manner not intended by the Partner, or (iv) unauthorized users are able to obtain Symantec Products or (v) Symantec Products are obtained in a manner which was not intended by the terms of the applicable Back End Agreement, or (vi) such other security breaches, whether or not listed in the examples given above, which were preventable as they were in the complete control of Digital River to prevent.

(vii) Adjustment Period and Deviations from Specifications. Digital River agrees that upon receipt of any oral or written notice, during a period from the time of the “Effective Date” of the relevant Back End Agreement until no later than five (5) business days prior to the Launch Date of the Online Store or Download Site (the “Adjustment Period”), Digital River will make minor modifications to the Site, which are not part of the Specifications. Any change or modification to the Site which is not shown or otherwise specified in the Specifications of the Back End Agreement is defined as a “Deviation”. The Partner may notify Symantec (who will in turn notify Digital River) of any minor Deviation to the look and feel of the actual Download Site or Online Store and Digital River shall implement such minor Deviations prior to the Launch Date. After the Adjustment Period, any additional requested Deviations to the look and feel of the Download Site shall be completed by Digital River within twenty (20) days of the receipt of such requested Deviations. If any such Deviation work is outside the Specifications, whether during the Adjustment Period or thereafter, Symantec shall be billed an hourly Consulting Rate for the actual time, which shall be billed in one fifteenths (1/15^th) increments of an hour for any services of less than a full hour. Any Deviation in the links provided for under the Back End Agreements, as well as to the look and feel and specific content contained on the Site after the Launch Date, which are not Corrections, shall be requested in writing by the Partner. Symantec agrees to pay the Consulting Rate for all such work that requires the professional services of a web designer or other web-site technician, and such Consulting Rate shall be billed to Symantec.

(viii) Corrections and Related Timing. The Parties agree that any corrections or

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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modifications to the Site in order to conform to, and for full and complete implementation of, the Specifications or the functionality or operation of the Site or any technical problem on the Site Store which prevents the redemption or purchase of Symantec Products or any other navigation or access by any Customer or any corrections to the Partner’s service marks, trademarks and logos is defined as a “Correction”. Digital River agrees from the “Effective Date” of the relevant Back End Agreement, until the actual Launch Date (the “Correction Period”), Corrections shall be made immediately upon receipt of such written or oral notice, but no later than before the Launch Date. No Consulting Fees whatsoever shall be charged for Corrections, regardless of whether requested during or after the Correction Period. After the Correction Period, Digital River agrees that all Corrections which prevent click-through sales or downloads, as applicable, by Customers must be repaired with the highest sense of urgency and shall be treated as Downtime, as defined in Exhibit F of the Agreement and Digital River shall remedy the situation pursuant to the terms set forth in Exhibit F of the Agreement. In any case, Corrections shall be completed no later than twenty-four (24) hours after receipt of written or oral notice of the Correction by Symantec or the Partner. Any failure to do so shall be a material breach of this Agreement and Digital River shall fully indemnify and compensate Symantec for any and all losses and damages as a result of such Corrections which are not repaired as indicated. In the event a Correction is not corrected as required under the terms of this Agreement, Symantec may, by written notice, require Digital River to immediately shut down or disable such Site and Digital River shall do so and shall otherwise be liable for all damages to Symantec as a result from any delay in doing so and for the time period in which it remains shut down and/or inoperable in accordance with the Specifications.

(ix) Down Time. Digital River shall not take down any Download Site or Online Store in a manner that prevents click-through download redemptions or purchases and installation of the Symantec Products by Customers during the peak hours, as outlined under the maintenance provisions of Exhibit F of the Agreement.

(x) Testing. Before the Launch Date, all Online Stores and Download Sites must first be tested by Digital River’s quality control personnel no less than seventy-two (72) hours before agreed upon Launch Date and be fully functional and operational and also be presented to, reviewed by and approved by the Partner and Symantec prior to actual accessibility by the Partner’s customers and/or the public, as applicable, and thereafter for each and every Correction or other modification made to the Online Store or Download Site. All testing must meet the quality assurance criteria and standards set forth for testing in Exhibit N, attached hereto and incorporated by reference into the Agreement. Digital River represents and warrants, as part of the testing and as an important function of any Site, that the Site shall be secure, at all times from the Launch Date through the life of the Site, and prevent all unauthorized users and unauthorized downloads of multiple Symantec Products without proper payment or coupon redemption by such Site user, as the case may be.

(xi) Product Updates and New Release Postings. Digital River agrees to post all Symantec Product updates and new releases on each Site, as directed by Symantec, within two (2) business days of the release or posting and receipt of notification. Notification can be via any form of written notice. All Symantec Products that Digital River is authorized to resell under this Agreement shall only be available for resale under each Site, as specifically provided for under the relevant Back End Agreement, as applicable.

(xii) Credit Card Processing Systems. Digital River agrees to comply with its credit card

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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processing terms set forth in the Agreement.

(xiii) Account Managers and Responsibilities. Digital River agrees to assign and designate an account manager to act as a contact person and resource in regards to all matters relating to the Sites and the Parties’ relationship thereto (the “Account Manager”).

The Account Manager will be (i) the point person for resolving all issues relating to the ongoing operations and management of the Online Stores and Download Sites, (ii) authorized to provide and bind Digital River on all quotes on new Online Stores and Download Sites, (iii) authorized to provide and bind Digital River on all representations of the ability to provide to Symantec certain technical features and advise on the technical feasibility of all aspects of the Online Stores and Download Sties. All cost and time quotes which shall be used to create any Back End Agreements and all verifications of technical feasibility for Online Stores and Download Sites provided by the Account Manager on behalf of the Digital River, which are based upon Specifications which are unchanged in terms of functionality in the final Specifications for the Sites, which were provided by Symantec in the form of written term sheets or e-mails prior to the finalization of the Front End Agreement and the Specifications, shall be binding on Digital River. Symantec shall be able to rely upon such quotes and advice in drafting and entering into the Front End Agreement with its Partners and in its drafting and expectation of entering into the Back End Agreement with Digital River.

     (xiv) Fulfillment and Other Fees. The provisions for fees under Section 3(b) (iii) of the Agreement concerning Sub-sites shall apply to the Sites. Digital River will sell the Symantec Products, pursuant to the terms and conditions of this Agreement, under the electronic reseller and/or packaged products provisions set forth in its Agreement, and as so indicated in the Back End Agreement, as applicable. If Digital River is appointed as the reseller under the terms of the Back End Agreement, as applicable, then Digital River shall be free to set the prices to the Customers for the Symantec Products sold on the relevant Online Store or Download Site. If Digital River is only providing hosting and design services for the Online Store or Download Site, the price for Symantec Products shall be set between Symantec and the purchaser, if a direct sell, or Symantec and such other distributor or reseller. Prices and payments from Digital River to Symantec for Symantec Products shall be as set forth in the Agreement; provided that Digital River agrees to submit a separate product order for each Online Store and/or Download Site, as applicable, and purchases of Symantec Products sold through such Online Store and/or Download Site will not be eligible for any incentive rebate programs available to Digital River under the Agreement. All fees due hereunder by Symantec shall be invoiced to Symantec to the following address: Attention Accounts Payable, Symantec Corporation, 20330 Stevens Creek Blvd., Cupertino, CA 95014. All invoices will be paid within forty-five (45) days of receipt, provided the invoice is complete and accurate.

(xv) Ownership of Site URLs, Domain Names and Sites. Digital River agrees to comply with and apply the same requirements set forth in Section 8 of the Agreement in relation to the Sites, as it currently does to the Storefront.

(xvi) No Other Changes and Application of Provisions to the Sites. All other provisions set forth in the Agreement, as amended to date, but except as modified specifically by this Section, shall apply specifically to the Sites, equally in the same manner as applied to the Storefront, and if there is any ambiguity or conflict of terms, the more specific terms set forth in this Amendment concerning the Sites, shall apply.

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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     (xiii) Market Partner Sites.

(a) Market Partners. Symantec may from time to time, allow certain third parties pursuant to a separate co-marketing agreement by and between such third party (the “Market Partner”) and Symantec to link to the Storefront and share revenue resulting from sales through such link. The Parties shall use the attached Storefront Initiation Form (in substantially the form provided in Exhibit L, but which is subject to revision from time to time, by Symantec, as Symantec deems necessary to meet administrative objectives). Each Storefront Initiation Form, upon completion, will be governed by the terms and conditions of, and become part of, this Agreement. Within three (3) business days of receiving a Symantec approved Storefront Initiation Form, Digital River shall supply Symantec with one or more Campaign URL’s for that Market Partner, and indicate such on the Storefront Initiation Form, execute it and promptly return the same to Symantec. Each Campaign URL shall allow Digital River to (i) track the sales generated by Customers entering the Storefront from the Market Partner’s web site; and (ii) pay Symantec for the Symantec Products purchased through Market Partner, and pay the Market Partner the appropriate portion of the revenue generated in the form of a Revenue Share, as detailed below.

(b) Fees, Payments to Market Partners.

(1) Digital River Payment Terms. Pursuant to the payment terms of Sections 11(c) and (d) of the Agreement, Digital River shall pay Symantec for the Symantec Products sold to End Users during such month at the Storefront.

(2) Royalty Payment and Report from Digital River to Market Partners. If a Storefront Initiation Form calls for a revenue share to be paid to a Market Partner, Digital River shall, no later than twenty (20) days after the end of each calendar quarter, on behalf of Symantec, pay to each Market Partner an amount equal to such Market Partner’s Revenue Share Percentage (as listed on the Storefront Initiation Form) of Net Revenue but only on Net Revenue associated with those particular Symantec Products that the Storefront Initiation Form indicates on which the Market Partner should receive a Revenue Share. Along with such payment, Digital River shall deliver to the Market Partner a written report showing, in reasonable detail, the calculation of such payment for such quarter as required in Exhibit I. The payment and report required hereunder shall be sent to the Market Partner at the address listed on the Storefront Initiation Form (which may be changed by Symantec upon reasonable notice to Digital River). No later than twenty (20) days after the end of each calendar quarter, Digital River shall confirm to Symantec in writing that it has complied with its payment and reporting obligations pursuant to this subsection and shall provide Symantec with a copy of the report sent to each Market Partner at the address stated in Exhibit M. Digital River is entitled to withhold from the amounts owed to, and to be paid to, Symantec, such amount of Revenue Share that Digital River paid to each Market Partner on Symantec’s behalf and any other promotions, discounts or rebates that Symantec contractually provides to Customers of the Market Partner which results in a reduction of the proceeds that Digital River collects on a particular sale of a Symantec Product, pursuant to this section. All other amounts due and owing to Symantec are to be paid to Symantec pursuant to the terms of this Agreement.

(3) Setup Costs. Symantec will pay Digital River * for adding the link to the Storefront.

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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(4) Audits. Digital River shall allow the Symantec’s auditors to audit and analyze such applicable records. Any such audit shall be permitted by Digital River during normal business hours, upon at least fifteen (15) calendar days notice. The cost of this audit shall be borne by the Party initiating the audit unless the results identify a bona fide underpayment of revenue to the Market Partner or Symantec of more than five percent (5%) of the total amount owed during the audited period, in which case the cost of the audit shall be borne by Digital River.”

(c) No Other Changes and Application of Provisions to the Market Partner Sites. All other provisions set forth in the Agreement, as amended to date, but except as modified specifically by this Section, shall apply specifically to the Market Partner Sites, equally in the same manner as applied to the Storefront, and if there is any ambiguity or conflict of terms, the more specific terms set forth in this Amendment concerning the Market Partner Sites, shall apply.

     c. Customer Support Services. Digital River will provide English language Customer support services to Customers through a toll-free telephone number in North America on a 24 X 7 X 365 basis, and by email in the following languages: French, German, Italian, Swedish, Spanish, English, Portuguese, Dutch, and French Canadian. With respect to the Customer support services to be provided by Digital River hereunder, Digital River shall meet the metrics and staffing requirements set forth on Exhibit B hereto. In the event Symantec desires to change the support services that Digital River is to provide hereunder, the Parties shall mutually agree to any such changes. Specific Customer support services to be provided by Digital River are set forth below:

     (i) Answer inquiries regarding order transactions and status by e-mail and/or telephone.

     (ii) Answer End Users’ e-mail inquiries.

     (iii) Respond to failed credit card transactions inquiries.

     (iv) Process Internet and telephone orders with all payment options listed in Exhibit E

     (v) Respond to failed download inquiries.

     (vi) Respond to order disputes and billing questions.

     (vii) Answer pricing questions.

     (viii) Resolve authentication problem inquiries.

     (ix) Respond to subscribe and unsubscribe requests from Customers regarding broadcast e-mail messages on product upgrades and updates, online technical notes, and newsletters and promotions that are sent by Digital River.

     (x) Respond to return and refund credit requests in accordance with the policy set forth in the applicable Symantec Product EULA.

     (xi) Include Symantec in Digital River’s Chat Support beta program (or the equivalent thereof in the event of a name change) at *.

     d. Online Support. Digital River will also provide the following online support:

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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(i) To End Users. Digital River shall (x) permit End Users to subscribe and unsubscribe from physical and electronic communications in a real-time, web-based interface and (y) provide End

Users the ability to review their order status online on a real-time basis for electronic orders, and within 90 minutes during normal business hours for other orders.

(ii) To Symantec. Digital River shall provide Symantec with secure online access to Digital River’s order information on a worldwide, 24 X 7 X 365 basis. Such order information shall include but not be limited to identification of the product(s) ordered and shipping information.

     e. Shipping. For packaged Symantec Products that are then currently available in stock, Digital River shall conduct same business day shipment of no less than * (*%) of all orders averaged monthly, when such orders are placed before 2:00 p.m. local time of the applicable worldwide fulfillment center. Orders placed after 2:00 p.m. local time of the applicable worldwide fulfillment center may be shipped the next business day. Orders that are partially available in stock must also be shipped in accordance herewith, provided, however, that in the event that split shipments are required as a result, * will bear the freight expense for additional shipments after the first shipment (for which * shall bear the cost) if the split shipment is necessary because the applicable inventory was not available in Digital River’s stock due to the fault of Symantec (for example, because (i) Symantec did not fulfill in a reasonable timeframe any order made by Digital River in accordance with the procedures set forth herein, or (ii) inaccurate Storefront forecasting provided by Symantec to Digital River caused Digital River to have insufficient inventory of the applicable product(s)). If the inventory was not available in Digital River’s stock due to Digital River’s failure to maintain the minimum inventory level required by Section 10(b) hereof, * shall be responsible for all split shipment freight charges.

     f. Compliance with Laws. Digital River will comply with all applicable international, national, state, regional and local laws and regulations in performing its obligations hereunder and in any of its dealings with respect to Symantec Products. Digital River understands that Symantec Products are restricted by the United States Government from export to certain countries and agrees that it will not distribute or re-export Symantec Products in any way that will violate any of the export control laws or regulations of the United States, including the United States Department of Commerce Denial and Prohibition Orders, and shall not distribute, nor permit its Customers to distribute, Symantec Products to any country, firm or person listed on such Orders. Accordingly, Digital River shall use commercially reasonable measures to ensure that it does not deliver Symantec Products to End Users located in jurisdictions to which the export of Symantec Products would be prohibited under United States or other applicable laws, including, without limitation, the measures specified in Exhibit G. Symantec will, prior to the Launch Time, provide Digital River with the Export Control Classification Numbers regarding any Symantec Product and will make available to Digital River updates with respect to any additional or modified classifications specific to Symantec Products.

     g. Digital River’s Financial Condition. Digital River warrants and represents that it is in good financial condition, solvent and able to pay its bills when due. Digital River will maintain and employ in connection with its business under this Agreement such working capital and net worth as may be required in the reasonable opinion of Symantec to enable Digital River to carry out and perform all of Digital River’s obligations and responsibilities under this Agreement for the duration of its term. From time to time, upon reasonable notice by Symantec, Digital River will furnish the Symantec Chief Financial Officer, or his/her designee, such financial reports and other financial data as Symantec may reasonably request.

     h. Marketing by Digital River. Digital River shall market only Symantec Products and/or services, or third party products and/or services authorized by Symantec, to Customers while they are in the

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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Storefront, but only as pre-approved and specifically provided by Symantec. Symantec will have no obligation to provide funding or other assistance in any marketing of the Symantec Products by Digital River except as otherwise mutually agreed upon by the Parties.

     i. Distribution of Packaged Symantec Products.

     (i) Digital River’s Obligations. Digital River shall offer and distribute packaged Symantec Products to Customers purchasing from the United States, Canada, Puerto Rico and Caribbean, United Kingdom, Germany, France, Benelux, Italy, Spain, and Latin America Sub-sites and located within the corresponding countries specified in Exhibit A hereto. Such distribution of packaged products shall be further subject to the SOW(s) executed by the Parties addressing implementation and other related issues. Digital River will distribute such packaged products with all notices, labels, logos, packaging, warranties, disclaimers and license agreements intact as shipped from Digital River or Digital River contracted facility. Digital River may not open the packaging for the Symantec Products without Symantec’s express written permission. Digital River shall not distribute packaged Symantec Products to locations other than the countries specified in Exhibit A hereto; provided, however, that upon reasonable notice by Symantec, Digital River shall begin to offer and distribute packaged Symantec products to Customers located in other countries in Symantec’s EMEA, Asia-Pacific, and/or Latin America region(s). In such event, the Parties shall prepare an SOW addressing development, implementation and other issues relating to Digital River’s distribution of packaged products in such additional locations, and the Parties will cooperate in determining the best-suited fulfillment partner(s) for packaged products in those regions.

     1.1 Applicability. The Parties agree that the following subsections (1.2) through (1.5) shall apply to all distribution by Digital River under the Agreement of packaged products to countries in the European Region (as defined in Section 3(i) of the Agreement), including countries that are added to the definition of “European Region” by any future amendment to the Agreement after the Amended Date of this Agreement.

     1.2 Commencement Date; Terms. Digital River shall begin offering and distributing packaged Symantec Products to Customers located in the European Region, as such term is defined in the Agreement, no later than ten business days after delivery by Symantec of the applicable pricelist for packaged Symantec Products distributed to the European Region. In the event of any future amendment of the Agreement by the Parties to include additional countries in the definition of “European Region,” Digital River shall begin offering and distributing packaged Symantec Products to Customers located in the new countries added to the definition of “European Region” no later than one business day after the effective date of any such amendment, unless the Parties agree in writing to another timeframe.

     1.3 Delivery Method. Digital River shall offer the following two delivery options to Customers in the European Region who purchase packaged Symantec Products through the Storefront: (a) standard delivery through the local postal service and (ii) overnight delivery through UPS, DHL or a similarly reliable overnight carrier. Symantec will reimburse Digital River for re-shipment costs associated with lost shipments of goods shipped via postal delivery in the European Region, for up to a maximum of three percent (3%) of the total shipments made via postal delivery by Digital River to the European Region, at which time postal service delivery will be immediately reviewed by both Parties. Such delivery methods shall be reviewed by the Parties on a quarterly basis, and Digital River shall provide Symantec with loss statistics and other reasonably requested information for purposes thereof. In the event Symantec determines that delivery through the carriers then being used for standard and/or overnight delivery are unsatisfactory in one or more countries, Digital River will begin using the different standard delivery or overnight carriers requested by Symantec as soon as reasonably possible after such request is made by Symantec, and the Parties shall mutually agree on any changes to the approved

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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shipping costs referenced in Subsection 3(i)(i)(1.5) below that are necessary due to the change(s) in carriers.

     1.4 Customer Shipping Costs. Digital River shall not charge Customers more than the applicable approved shipping charges in the table attached as Exhibit O hereto for delivery of packaged products in the European Region or the Americas, calculated at the then current exchange rate from U.S. Dollars to the applicable local currency in which the Customer pays for the purchased products.

     1.5 Customer Payment Options. Digital River shall make available to Customers the credit card and direct debit card payment options required by Exhibit E to the Agreement, but shall not be required to make the cash on delivery payment option available until notice by Symantec (if any) at a later date after further evaluation of such option. In the event Symantec requests Digital River to begin making the cash on delivery payment option available to Customers, the Parties will further address the details in a separate SOW or Amendment to this Agreement.

     (ii) Latin America Packaged Products

     1.1 Applicability. The following terms shall apply to all distribution by Digital River under the Agreement of packaged products to Customers purchasing from the Latin America Sub-site and located within the countries defined as shipping locations corresponding to the Latin America Sub-site (as defined in Section 3(i)of the Agreement), including countries that are added to the definition of shipping locations corresponding to the Latin America Sub-site by any future amendment to the Agreement.

     1.2 Commencement Date; Terms. Digital River shall begin offering and distributing packaged Symantec Products to Customers purchasing from the Latin America Sub-site and located within the countries defined as shipping locations corresponding to the Latin America Sub-site, as such shipping locations are defined in the Agreement, no later than ten business days after delivery by Symantec of the applicable pricelist for such packaged Symantec Products. In the event of any future amendment of the Agreement by the parties to include additional countries in the definition of shipping locations corresponding to the Latin America Sub-site, Digital River shall begin offering and distributing packaged Symantec Products to Customers located in the new countries added to the definition of shipping locations corresponding to the Latin America Sub-site no later than one business day after the effective date of any such amendment, unless the parties agree in writing to another timeframe.

     1.3 Delivery Method. Digital River shall offer delivery to Customers purchasing packaged Symantec Products from the Latin America Sub-site via traceable, express delivery through FedEx or a similarly reliable express carrier that can provide traceable delivery service. For those Customers located in the United States and purchasing packaged Symantec Products from the Latin America Sub-site, Digital River shall also offer standard delivery through the U.S. postal service and, except for those Customers located in Hawaii and Alaska, traceable, express delivery through UPS. Such delivery methods shall be reviewed by the parties on a quarterly basis, and Digital River shall provide Symantec with loss statistics and other reasonably requested information for purposes thereof. In the event Symantec determines that delivery through the carrier(s) then being used for delivery is unsatisfactory in one or more countries, Digital River will work with Symantec to find an alternative carrier that the parties mutually agree to. The parties shall mutually agree on any changes to the approved shipping costs referenced in Subsection 3(i)(iii) of this SOW that are necessary due to the change(s) in carrier(s).

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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     (iii) Customer Shipping Costs. Digital River shall not charge Customers more than the applicable approved shipping charges in the table attached as Exhibit O hereto for delivery of packaged products purchased from the Latin America Sub-site, calculated at the then current exchange rate from U.S. Dollars to the applicable local currency in which the Customer pays for the purchased products. In the event that a carrier chooses to increase its shipping rates, Digital River shall notify Symantec in advance. Symantec may then choose to eliminate that carrier as an option and/or the parties may work together to come to a mutual agreement on an alternative carrier.

     j. Security. Digital River shall comply with the security requirements set forth in Exhibit H attached hereto.

     k. Symantec Marketing Opportunities and Promotions. From time to time, Symantec may send out direct mailings to Customers and potential Customers offering a discount or instant electronic rebate on the purchase price of Symantec Products and/or free shipping and handling. Digital River agrees to honor such promotional mailings and Symantec shall reimburse the exact dollar amount of such discounts, instant electronic rebates and free shipping and handling promotions actually honored by Digital River to Customers.

     l. Download Warranty Service aka Electronic Download Service (“EDS”).

               (i) Download Warranty Service. Digital River shall offer the Download Warranty Service through the Storefront, which may be purchased by Symantec Customers simultaneously purchasing Symantec Products through the Storefront. “Download Warranty Service” shall mean a service which, when purchased by a Customer, will give the Customer the right to re-download any Symantec Product purchased through the Storefront within one year of the date of purchase of such product, for the sole purpose of reinstalling a replacement copy of such Symantec Product on the Customer’s computer in the event the Customer has reformatted his/her hard drive, inadvertently uninstalled the Symantec Product, or changed computers. Such right to re-download shall only apply to the Symantec Product version originally purchased by the Customer simultaneously with the purchase of the Download Warranty Service, and the re-downloaded Symantec Product shall be considered a replacement of the originally purchased product, which replacement continues to be subject to the applicable product EULA.

               (ii) Discontinuation of Service. Symantec may terminate Digital River’s right to offer and sell the Download Warranty Service if a notice of breach relating to this service remains uncured for a period of thirty (30) days after delivery of notice in compliance with Section 21 of the Agreement. Digital River shall continue to offer the Download Warranty Service under the terms set forth herein unless or until this right is terminated per the termination provisions set forth herein, or the Parties mutually agree to terminate this right or the Parties otherwise modify it as agreed in an amendment to this Agreement executed by both Parties. Digital River agrees that Symantec shall have the right to terminate Digital River’s right to offer the service at any time upon five business days’ written notice if a breach of the security requirements set forth in Exhibit H are not remedied within five (5) business days from delivery of notice, in compliance with Section 21 of the Agreement. Symantec may agree, in its sole discretion, to provide an extension of this time period if Symantec is satisfied that Digital River has a plan to, and is acting to, mitigate the failure and to correct the problems.

               (iii) Details to Customer. Digital River shall provide Storefront Customers with an accurate description of the terms and conditions of the Download Warranty Service as specified in Subsection 3(l)(i) hereof, and shall submit such terms and conditions to Symantec for its pre-approval. If Symantec requests, Digital River will structure the order page on which the Customer will indicate whether

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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he/she will purchase the Download Warranty Service such that the Customer is required to take an action to order the service.

               (iv) As consideration for the right to sell the Download Warranty Service or EDS granted to Digital River by Symantec herein, Digital River shall pay Symantec * (*) of the fees that Digital River charges the End User. Digital River shall charge the End Users whatever fee it so determines. Although the Parties agree that Digital River may set such pricing in its sole discretion as it so determines, the Parties acknowledge that * ($*) is the estimated retail price for a download warranty service. The amounts owed by Digital River to Symantec under this paragraph shall be applied as a credit on the monthly invoice(s) sent by Digital River to Symantec pursuant to Section 11(b) of the Agreement. Such invoice(s) will contain information reflecting Digital River’s method of calculating the total credit applied. If no invoice is sent to Symantec in a particular month, Digital River will apply the credit to the next invoice sent to Symantec, or at Symantec’s request, to a Symantec marketing campaign.

(a) Within 5 days after the end of the first month of the Trial Period, Digital River shall provide a report to Symantec with the following information for the first month of the Trial Period: (i) percentage of Customers that simultaneously purchased one or more Symantec Products and the Download Warranty Service for such product(s) and (ii) statistics reflecting which Symantec Products were purchased by Customers with the Download Warranty Service.

(b) Digital River shall make the following Customer and product information for Customers that purchased the Download Warranty Service available on an ongoing basis through Digital River’s remote management tool, or if temporarily not available through the remote management tool, Digital River will send such information electronically to Symantec on a weekly basis: Customer name, address, telephone number and email address; name, version number and SKU of the Symantec Product(s) for which the Download Warranty Service was purchased; and the Download Warranty Service purchase date.

(c) Within 15 days following the end of any month during which Digital River is offering the Download Warranty Service through the Storefront, Digital River shall provide a report to Symantec with the following information for the previous month: (i) the number of Customer service/technical support calls received in which a Customer had a question or issue relating to the Download Warranty Service and the total number of minutes it took to resolve each such call and (ii) Digital River’s Net Receipts from sales of the Download Warranty Service.

     (v) Any Customer service/technical support calls in which a Customer has a question or issue relating to the Download Warranty Service shall not be included as part of Digital River’s Customer Service Expense under Section 11(h) of the Agreement.

               (m) * (*) Hours A Quarter. The Parties agree that each quarter, Digital River will provide no less than * (*) hours of project consulting time, which shall be for any project that Symantec determines, in its sole discretion. All projects shall be pursuant to a signed Statement of Work (“SOW”). If Symantec does not use all of the hours in a quarter, there is no carry over of the hours to the next quarter. Digital River shall provide detailed reports on all hours of work performed for billing purposes, including the first * (*) hours each quarter. All hours of work above this quarterly allowance of * (*) shall be paid at the Consulting Rate. The * (*) hours shall not include any fees for any modifications to Digital River’s infrastructure to comply with its obligations under the terms of this Agreement, and such necessary changes shall not be considered a project.

4. Privacy and Ownership of Customer Information.

     a. Symantec Privacy Policy; Use and Ownership of Customer Information . Digital River shall (i)

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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post the Privacy Policy on each Sub-site in the applicable language of such Sub-site, (ii) update such Privacy Policy on each Sub-site from time to time upon notice from Symantec that such Privacy Policy has been changed and (iii) comply with all the obligations of Symantec described in such Privacy Policy in connection with all Customer transactions conducted through the Storefront. Digital River shall not request any Customer Information that is not required to perform its obligations hereunder. Digital River agrees that all Customer Information is the property of Symantec and Digital River may only use such information to perform its obligations hereunder or as requested by Symantec, and for no other purpose. Digital River further shall (i) keep all Customer Information strictly confidential, provided that Digital River may provide necessary Customer Information to payment processors solely in connection with processing payments from Customers for Symantec Products and (ii) delete all Customer Information from its records and systems after it is no longer reasonably necessary for Digital River to retain such information to perform its obligations hereunder. Further Digital River must comply with various foreign laws which require a notice to the Customer that Digital River is the entity collecting the information on behalf of Symantec and will do so in compliance with the posted Symantec Privacy Policy. The process of collecting data must inform the Customer that all payment related information will be used only by Digital River to process the order and that all other provided information will be used solely by Symantec as indicated in the Symantec Privacy Policy. The process required must allow the Customer to access his or her own Customer Information collected by contacting Customer support and asking them to amend or otherwise designate the Customer as opted out and not to be contacted or when such automated technology later becomes available and is implemented by mutual agreement of the Parties, allow the Customer to directly access his or her own Customer Information collected and amend or otherwise designate the Customer as opted out and not to be contacted.

     b. Disclosures to Customers; Customer Choice. In connection with processing Customer orders, Digital River shall (i) distinguish between “required” and “non-required” fields in the order entry process, (ii) disclose how the Customer Information provided may or will be used and (iii) present Customers with opt out or opt in options on order pages, which options shall require Customers to give permission for subsequent uses of their personal information by Symantec or third parties for purposes of providing notification of product upgrades, new services and/or products, newsgroups, special offers, seminars or other marketing purposes, except in all EU countries, where only opt-in options will be presented to those Customers. For Sub-Sites serving North America, fields for consent options will have default answers (with the default set at “consent”) or field validation methods that force decisions such that fields are not left unanswered. For Sub-sites serving all other regions in the Territory, fields for consent options will have default answers (with the default set at “no consent”) or field validation methods that force decisions such that fields are not left unanswered, except in all EU countries, where only an opt-in is provided. The foregoing consent options and default answers may be modified at Symantec’s discretion.

     c. AntiSpam Policies and All Messaging to Customers. Digital River shall comply with Symantec’s internal Anti-Spam Policy, as relayed to Digital River from time to time, and which is subject to change at Symantec’s sole discretion, from time to time, effective upon Digital River’s receipt of an updated version from Symantec. Any and all messaging that Digital River sends out on behalf of Symantec, electronic or otherwise, shall be first approved in writing or email by the Vice President of Global On-Line Sales of Symantec. Digital River shall not send any messages to Symantec’s Customers or any visitors to Shop Symantec which are other than those requested by Symantec and shall not use any Customer list of Symantec’s for any purpose, other than for Symantec’s benefit, as directed by Symantec.

5. Use of Symantec and Digital River Names.

     a. Symantec Name.

               (i) Orders. All Internet orders processed by Digital River, including orders from the

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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Storefront and Try/Buy sections, must have the look and feel of Symantec.

               (ii) Telephone. Digital River shall use the name “Symantec Order Desk” when answering telephone lines that are dedicated to providing services for eligible End Users.

               (iii) Documents. Digital River shall use the name “Shop Symantec” on its correspondence when it deals with Symantec Customers, and when it bills Customers’ credit cards.

               (iv) Invoices; Confirmations. Digital River shall use the name “Shop Symantec” and the appropriate Digital River address when it sends invoices and confirmations to Symantec Customers.

               (v) Nonaffiliation. If at any point during the term of this Agreement, Digital River publishes, either orally or written, any promotion of Symantec Products or services, Digital River shall use a disclaimer that states that Digital River is not an affiliate of Symantec in such promotion. At no time will Digital River hold itself out to be an affiliate of Symantec, either orally or in writing.

               (vi) Other. Digital River may use the name “Shop Symantec” for other purposes for which it requests and receives written permission to do so. Digital River does not have a license to use the Symantec name, or any variation thereof, for any purposes not listed above.

     b. Digital River Name. Digital River shall not display its name or any of its trademarks or other identifying marks at any location on the Storefront except as directed by Symantec to provide notice that Digital River is a contracted vendor and on the order processing page prior to receiving Customers’ credit card information for purposes of notifying Customers that the applicable credit card charge will be made by Digital River.

6. Symantec’s Trademarks, Trade Names and Copyrights.

During the term of this Agreement, Digital River is authorized by Symantec to use the trademark “Symantec,” the Symantec logos for Symantec Products and the designations “Symantec Order Desk” and “Shop Symantec” in connection with Digital River’s services under this Agreement. Digital River’s use of such trademark, logos, and designations will be in accordance with Symantec’s policies in effect from time to time, including but not limited to trademark usage and cooperative advertising policies. Digital River shall not alter, erase, deface or overprint any trademark, copyright, trade name, or other proprietary right notice on anything provided by Symantec. Digital River acknowledges that Symantec owns and retains all copyrights and other proprietary rights in all Symantec Products, and agrees that it will not at any time during or after this Agreement assert or claim any interest in or do anything that may adversely affect the validity or enforceability of any trademark, trade name, copyright or logo belonging to or licensed to Symantec (including, without limitation, any act, or assistance to any act, which may infringe or lead to the infringement of any copyright in Symantec Products). All rights not expressly granted herein are reserved by Symantec. Nothing in the Agreement or in the performance thereof, or that might otherwise be implied by law, shall operate to grant Digital River any right, title, or interest in Symantec’s trademarks and logos. Digital River’s use of Symantec’s trademarks and logos shall inure solely to the benefit of Symantec. Digital River hereby assigns all rights it may acquire by operation of law or otherwise in Symantec’s trademarks and logos, including all goodwill associated therewith. Digital River will not alter, reverse engineer, decompile, disassemble or rent the Symantec Products or otherwise attempt to learn the source code, structure, or algorithms underlying the Symantec Products. Digital River will not sell, lend or transfer any user manual or printed documentation or other materials included with Symantec Products separately from the distribution of Symantec Products.

7. Digital River’s Trademarks, Trade Names and Copyrights.

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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During the term of this Agreement, Symantec is authorized by Digital River to use Digital River’s trademarks and logos in connection with Symantec’s advertisement and promotion of the Storefront. Symantec’s use of such trademark and logos will be in accordance with Digital River’s policies in effect from time to time, including, but not limited to, trademark usage and cooperative advertising policies. Symantec will not at any time during or after this Agreement assert or claim any interest in or do anything that may adversely affect the validity or enforceability of any trademark, trade name, copyright or logo belonging to Digital River. All rights not expressly granted herein are reserved by Digital River. Nothing in the Agreement or in the performance thereof, or that might otherwise be implied by law, shall operate to grant Symantec any right, title, or interest in Digital River’s trademarks and logos. Symantec’s use of Digital River’s trademarks and logos shall inure solely to the benefit of Digital River. Symantec hereby assigns all rights it may acquire by operation of law or otherwise in Digital River’s trademarks and logos, including all goodwill associated therewith.

8. Ownership of Storefront URLs and Domain Names.

Symantec shall designate and own the URLs that are to be used for the Storefront, any Sub-sites, Sites and Market Partner Sites. These ownership rights extend to all domain names and URLs required to functionally operate the Storefront site, any Sub-sites, Sites and Market Partner Sites, including, but not limited to, Storefront URLs and Key server URLs. Symantec grants Digital River limited rights to the URLs to the extent that access to the URLs is necessary in order for Digital River to meet its obligations hereunder.

9. Reporting; Records; Inspection; Purchase Orders.

     a. Notification. Digital River will notify Symantec in writing of any claim or proceeding involving Symantec Products within ten (10) days after Digital River learns of such claim or proceeding. This notification requirement shall not include claims relating to service or credit card charges. Digital River will report promptly to Symantec all claimed or suspected product defects. Digital River will also notify Symantec in writing not more than thirty (30) days after any change in the control of Digital River or any transfer of more than twenty-five percent (25%) of Digital River’s voting control or a transfer of substantially all its assets.

     b. Reporting. Digital River must provide Symantec with the reports and access to reporting information set forth below. All reports provided by Digital River must have the capability of being sorted or totaled on every field.

               (i) Online Reporting Tool. Digital River shall provide Symantec access on a 24 X 7 X 365 basis to its online reporting tool that will provide Symantec the ability to obtain all sales and marketing data relating to the Symantec Products as fully updated by Digital River each 24 hours. The data made available by such online reporting tool shall at a minimum include all Customer Information gathered by Digital River in the course of performing its obligations hereunder, other than credit card numbers of other financially sensitive information, and the following sales data for each product sold: Customer name, Customer billing and email addresses, product sold, SKU, quantity, price, country code and promotional code/campaign ID. Such online reporting tool will provide authenticated access to authorized Symantec employees on a worldwide basis. Within 30 days after the initial launch of the Storefront by Digital River, Digital River shall add a feature to the online reporting tool that will permit Symantec to obtain sales and marketing data relating to Try/Buy software.

               (ii) Site Reporting. Digital River shall provide Symantec the site reports detailed in Exhibit I, as may be amended by Symantec from time to time upon reasonable notice to Digital River,

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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either through the online reporting tool described in the foregoing subsection, or by electronic transmission if not available through the online reporting tool. If Symantec makes a request for a new report or a change to an existing report, the Parties will prepare and mutually agree upon an SOW with respect thereto.

               (iii) EDI Sell-Through and Returns Reporting. Digital River shall (a) provide to Symantec electronically on a daily basis the EDI sell-through reports containing the information set forth in Section 1 of Exhibit K hereto and (b) provide to Symantec electronically on a weekly basis the product returns reports containing the information set forth in Section 2 of Exhibit K hereto, as such Exhibit K may be amended by Symantec from time to time upon the mutual written agreement of the Parties. The Parties agree that the daily EDI information feed provided for in Section 9(b)(iii) of the Agreement shall be based on a three-day lag period (i.e., the EDI sell-through information submitted on a given day shall relate to Storefront sales three days prior) and be presented in accordance with the EDI template provided by Symantec. In addition, with respect to any Symantec Products sold through the Sub-sites that have List Prices in currencies other than the U.S. Dollar, the price reflected in the EDI information feed to be paid to Symantec by Digital River for such Symantec Products shall be noted in U.S. Dollars. Digital River shall determine the amount owed to Symantec in U.S. Dollars for each such Symantec Product by using a published exchange rate for the date of the sale of such product by DR to the Customer in order to convert the amount owed in the applicable List Price currency for such product to a total in U.S. Dollars.

               (iv) Penetration Report. Digital River shall provide Symantec with a penetration report (“Penetration Report”) by the tenth (10^th ) day of each month for the prior month sales which contains the information prescribed in the template provided by Symantec. The price reflected on such Penetration Report as the amount to be paid by Digital River to Symantec for any Symantec Products sold through the Sub-Sites that have List Prices in currencies other than the U.S. Dollar shall be calculated in the same manner as required for the daily EDI reports.

     c. Records and Audits. Digital River will maintain its records relating to distribution of Symantec Products for at least three (3) years after their creation, and will permit Symantec or its representative to examine such records upon reasonable notice during reasonable business hours. Symantec or any such representative shall agree to hold information obtained in such examination in confidence and shall only reveal to Symantec such information as is necessary to verify Digital River’s compliance or noncompliance with this Agreement. Digital River will promptly pay any payments found due by such an examination, plus interest, and if any examination discloses a shortfall in any payments due Symantec in a calendar quarter of more than five percent (5%), Digital River will pay the reasonable fee of the auditors for that examination.

     d. Audit of Packaged Product Inventory. Symantec or its representative shall have the right to inspect the packaged Symantec Products inventory held by Digital River upon reasonable notice at all reasonable times.

     e. Purchase Orders.

               (i) Purchase Order Procedures for all Symantec Products. Digital River shall submit purchase orders to Symantec Order Services at the address listed in Section 5 of Exhibit K hereto for packaged Symantec Products, which purchase orders shall indicate for each product the product name and SKU, quantity ordered and List Price. The terms and conditions of this Agreement and the Symantec confirmation will apply to each order accepted by Symantec hereunder. Should there be conflicts in terms between Symantec’s confirmations and this Agreement, the terms of this Agreement shall control. The provisions of Digital River’s form of purchase order or business forms will not apply to any order notwithstanding Symantec’s acknowledgment or acceptance of such order.

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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               (ii) Additional Purchase Order Policies for Packaged Symantec Products. All of Digital River’s orders for packaged Symantec Products shall be in shipping carton quantities (or integral multiples thereof) and shall be subject to acceptance in writing by Symantec at its principal place(s) of business and shall not be binding until the earlier of such acceptance or shipment, and, in the case of acceptance by shipment, only as to the portion of the order actually shipped. Symantec reserves the right to cancel any orders placed by Digital River and accepted by Symantec as set forth above, or to refuse or delay shipment thereof, as it so desires if Digital River (a) fails to make any payment as provided in this Agreement or under the terms of payment set forth in any invoice or otherwise agreed to by Symantec and Digital River, (b) fails to meet reasonable credit or financial requirements established by Symantec, including any limitations on allowable credit, (c) otherwise fails to comply with the terms and conditions of this Agreement or (d) in Symantec’s opinion, has an excess inventory of packaged Symantec Products. Symantec also reserves the right to cancel any orders for Symantec Products deleted from Exhibit A to this Agreement pursuant to Section 2.d.(iii) without liability of any kind to Digital River or to any other person. No such cancellation, refusal or delay will be deemed a termination (unless Symantec so advises Digital River) or breach of this Agreement by Symantec.

               (iii) Acceptance of North America Purchase Orders by Digital River for Purchase on the Storefront. Digital River agrees to accept purchase orders from small business and Enterprise Customers on the Storefront that purchase more than Five Hundred Dollars ($500) if the purchase order is in the form set forth in Exhibit T (the “Customer Purchase Order"). Digital River hereby * associated with accepting the Customer Purchase Orders, including but not limited to *. Digital River shall settle the Symantec’s invoices and pay Symantec in full, notwithstanding any default on the part of End Users to pay Digital River. Digital River will ensure that the Customer Purchase Order process remains available in accordance with the Service Level Requirements set forth in Exhibit F. Digital River shall ensure that the End User experience with the Customer Purchase Order is as follows:

o   Customer decides to purchase a Symantec Product

o   Shopping cart page displays “Pay on Purchase Order”

o   Customer completes the Customer Purchaser Order and submits it to Digital River electronically

o   Digital River communicates approval or denial of credit within no more than forty-eight (48) hours

o   If approved, Customer will have the ability to download the Symantec Product(s), have physical versions shipped, or license certificate generated once they complete the process.

10. Packaged Symantec Products.

     a. Consignment of Packaged Symantec Products; Title. Digital River shall hold all packaged Symantec Products ordered and received from Symantec under this Agreement on a consignment basis. Title to all Symantec Products held on consignment is reserved by Symantec until the sale of the Symantec Products by Digital River to End Users. At the moment of sale of Symantec Products to End Users, title shall pass from Symantec to Digital River, and then immediately from Digital River to the End User. Until such time as title passes to the End User, Digital River shall have no right to pledge, mortgage, or otherwise encumber Symantec Products. Digital River agrees to cooperate with Symantec in effecting protections afforded consignment sellers under the Uniform Commercial Code, including the execution of UCC-1 financing statements. Symantec shall be responsible for the preparation of such financing statements for Digital River’s review and signature, and for the filing of such financing statements and payment of filing costs. No security interest shall be granted in the proceeds from the sale of the consigned Symantec Products.

     b. Inventory. Digital River will maintain warehousing facilities and an inventory of packaged

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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Symantec Products sufficient to serve adequately the needs of the Storefront Customers on a reasonably timely basis. Digital River will maintain a minimum of four weeks of packaged product inventory and a maximum of six weeks of packaged product inventory based on Symantec’s forecast for the Storefront for the applicable quarter.

     c. Storage and Segregation of Symantec Products. Without the prior written consent of Symantec, Digital River shall not store any Symantec Products held on consignment at any location other than at the Digital River contracted or owned facility to which Symantec ships such Symantec Products. Digital River shall clearly label Symantec Products as products and property owned by Symantec and held by Digital River on consignment. Digital River shall not use any Symantec Product inventory purchased or held by Digital River under any agreement between the Parties other than this Agreement to fulfill Customer purchases made through the Storefront.

     d. Shrinkage; Insurance. Digital River shall be responsible for any shrinkage due to loss or damage to any Symantec Products while on consignment. For purposes of calculating any Digital River liability due to shrinkage, the value of such consigned goods shall be based upon Symantec’s cost of manufacturing the applicable products that were lost or damaged. Without limiting the foregoing, Digital River agrees to use commercially reasonable efforts to protect and preserve the Symantec Products while on consignment and to use all reasonable precautions with its staff and facilities to prevent unauthorized access to, removal of, or interference with, the Symantec Products. Digital River further agrees to maintain all-risk property insurance in an adequate amount to fully insure all Symantec Products while on consignment, wherever located, and will cause Symantec to be named as an additional insured on such policy throughout the term of this Agreement. Such insurance shall indicate that the coverage with respect to Symantec will be primary without right of contribution of any other insurance carried by Symantec.

     e. Shipment. All packaged Symantec Products purchased directly from Symantec will be shipped by Symantec F.O.B., Symantec’s point of delivery. Shipments will be made to Digital River’s identified warehouse facilities or freight forwarder. Symantec will be responsible for paying all shipping, freight and insurance charges.

     f. Risk of Loss. Title to Symantec Products ordered by Digital River is reserved by Symantec until sale by Digital River to End Users. However, all risk of loss or damage will pass to Digital River, or to such financing institution or other parties as may have been designated to Symantec by Digital River, upon delivery by Symantec to Digital River. Symantec will bear the risk of loss or damage in transit.

     g. Partial Delivery. Unless Digital River clearly advises Symantec to the contrary in writing, Symantec may make partial shipments on account of Digital River’s orders, to be separately invoiced and paid for when due.

     h. Delivery Schedule; Delays. Symantec will use reasonable efforts to meet Digital River’s requested delivery schedules for packaged Symantec Products, but Symantec reserves the right to refuse, cancel or delay shipment to Digital River as it so desires. Should orders for Symantec Products exceed Symantec’s available inventory, Symantec will allocate its available inventory and make deliveries on a basis Symantec deems equitable, in its sole discretion, and without liability to Digital River on account of the method of allocation chosen or its implementation. In any event, Symantec shall not be liable for any damages, direct, consequential, special or otherwise, to Digital River or to any other person for failure to deliver or for any delay or error in delivery of Symantec Products for any reason whatsoever.

     i. Account Receivables in Trust. Until such time as payment is received by Symantec, Digital River shall hold the account receivables from the sale of any packaged Symantec Products to End Users in trust for Symantec. Digital River shall have no right, title, or interest in, and shall not pledge, mortgage, or

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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otherwise encumber such accounts receivables.

     j. Field Destruction. Digital River and Symantec entered into a separate written agreement dated Logistics RMA Destruction Supplier Review Checklist agreement on July 22, 2002 (the “Field Destruction Agreement”), so that Digital River may destroy obsolete inventory in the field subject to the terms and conditions of such Field Destruction Agreement, this Agreement, and pursuant to the executed Certification, attached hereto as Exhibit V (the “Certification”). The terms and conditions of all specific, executed Certifications and the Field Destruction Agreements are incorporated herein by reference. Digital River agrees to assume sole responsibility for managing the audit and destruction of obsolete product for packaged Symantec Products at Digital River’s sole expense, all as pursuant to the terms of this Agreement, the Certification and the Field Destruction Agreement. Digital River will contract with a third party, which third party selection and contract terms and conditions must be approved by Symantec, for audit and destruction services to be performed in compliance with Symantec’s requirements, a copy of which requirements will be attached to such Field Destruction Agreement as an Attachment A and incorporated by reference herein. Symantec and Digital River will accept the third party’s count as final, however Symantec reserves the right, in its sole discretion, to audit any count hereunder. Digital River and third party will comply with the RMA procedures provided by Symantec, as may be modified from time to time unilaterally by Symantec.

11. Pricing and License Fees; Payments; Payment Terms; Taxes, Tariffs.

     a. Digital River Pricing to End Users. Although Symantec may provide and change from time to time a suggested retail price (“ERP”) for the Symantec Products, Digital River shall be free to set and offer End Users any price (license fee) for the Symantec Products.

               (i) Pricing When Symantec Does Direct Sale on Sites For Partners Under Section 3(b)(xii). From time to time, Symantec may agree to a direct sale to the Partners under the terms of the Front End Agreement for a particular Site and then only engage Digital River to provide hosting and design services for the Site. If such an arrangement is indicated in the Back End Agreement, the price for the Symantec Products will be set by Symantec directly for the Partner’s End Users and the terms for payment and pricing are between the Partner’s End Users (or if purchased by the Partner, then the Partner) and Symantec only. Symantec shall pay Digital River its ERP, per the terms of the Agreement, if Symantec requires Digital River to deliver any boxed product in the Back End Agreement. If the direct sale is pursuant to a download site, then Symantec shall pay Digital River its standard per transaction or per download fee as indicated in the relevant Back End Agreement, which will clearly indicate the transaction is a direct sale by Symantec arrangement. All other terms of Section 11 shall apply to such Sites unless otherwise specifically modified herein.

     b. Payments by Symantec to Digital River. Digital River’s sole compensation for its services under this Agreement will be its margin obtained through its resale of Symantec Products and the fees expressly agreed by the Parties herein or in one or more separate SOWs. Digital River shall invoice Symantec on a monthly basis for any fees owing by Symantec to Digital River hereunder. Invoices shall be mailed to Symantec Accounts Payable at the address set forth in Section 21 hereof, and shall be due and payable thirty (30) days after receipt by Symantec.

     c. Payments by Digital River to Symantec.

               (i) Symantec Pricing to Digital River. From time to time, Symantec shall provide Digital River with price lists setting forth the undiscounted prices from Symantec to Digital River for the Symantec Products (“List Price(s)”). The current price lists for the Symantec Products as of the Amended Date is set

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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forth as Exhibit A to this Agreement. Symantec’s Revenue Accounting department and E-commerce Marketing team will maintain and update the Symantec Products in terms of both product lines offered, their SKUs listing and any pricing changes, and forward this updated list to Digital River for the purpose of calculating the price adjustment for the actual final price that Digital River pays to Symantec, in accordance with the Partner Efficiency Sharing Model, as indicated below. Unless otherwise noted and provided as separate lists in Exhibit A, the List Price and the ERPs are the same.

               The actual final price that Digital River pays Symantec for each Symantec Product that is a consumer product shall be based upon the Partner Efficiency Sharing Model set forth below, which is determined, based upon the volume of sales made by Digital River. Starting from the Amended Date, the calculation for the first two monthly remittances from Digital River to Symantec of each quarter will be based upon the previous established rate of * percent (*%). At the conclusion of the third month from the Amended Date, Symantec and Digital River will calculate the rate to be applied for the quarter concluded. Thereafter, at the end of each quarter, the Parties will agree on an estimated “Revenue @ ERP” for the upcoming quarter which shall be no less than the prior quarter’s actual “Revenue @ ERP”. After the conclusion of each quarter, a true up against the actual “Revenue @ ERP shall be performed per the schedule set forth below. The amount due for consumer Symantec Products will be determined as follows: (i) the actual total dollar value of the consumer Symantec Products sold for the quarter (which amount shall be derived from the “penetration report” generated by Digital River) (the “Net Discounted Sales”) will be multiplied by four (4) to annualize the amount, then (ii) locate that total amount in the column “Revenue @ ERP” on the Partner Efficiency Sharing Model below and (iii) find the * indicated at such level of “Revenue @ ERP” in the Partner Efficiency Sharing Model. The applicable percentage discount will be applied to the Net Discounted Sales for such consumer Symantec Products to determine the discount to the List Price that Digital River shall pay Symantec for the Symantec Products. The Parties agree to communicate the actual amount due to Symantec on the fourth day of the next quarter.

               A finalized activity report will be sent to Symantec on the tenth (10^th) of each month. Digital River shall pay Symantec the amount due by no later than the twentieth (20^th) of each month. There are no other annual catch up adjustments or rebates based upon other quarterly activity that will be applied in determining the final price that Digital River shall pay Symantec for the Symantec Products. Subject to the foregoing requirement, Symantec reserves the right to from time to time increase or decrease its List Prices to Digital River and the ERPs for the Symantec Products, which changes shall be effected by Symantec’s delivery to Digital River of an updated price list. The Partner Efficiency Sharing Model will be revisited by the Parties and may be adjusted by a mutually signed amendment on the second anniversary of the Amended Date.

               The final price that Digital River pays for each Enterprise Symantec Product shall be equal to *% of * for such Enterprise Symantec Product. This percentage will be revisited by the Parties and may be adjusted by a mutually signed amendment on the first anniversary of the Amended Date.

               The final price that Digital River pays for consumer and small business for APAC shall be equal to * percent (*%) of * for such Symantec Product excluding Symantec Product sold through Australia and New Zealand English Language Stores being hosted on Digital River’s V3 Platform, which will be paid at * percent (*%). Such percentage that is applied to List Price will be varied based on Digital River’s roadmap and schedule for shipping into APAC countries. Digital River represents that it will make best efforts to ship to APAC in accordance with the roadmap it delivered to Symantec. Should the schedule, which is attached as Exhibit U be changed or not fulfilled, Symantec reserves the right to reduce the percentage accordingly upon written notice to Digital River. This percentage will be revisited by the Parties and may be adjusted by a mutually signed amendment on the first anniversary of the Amended Date.

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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Partner Efficiency-Sharing Model.
*
*

* *	*%
*	*%

*

*

*

               (ii) Invoicing. For all ESD products, Symantec shall invoice Digital River for Purchase First products sold to End Users, and for Try/Buy products downloaded and subsequently purchased by End Users. For packaged Symantec Products, Symantec shall invoice Digital River for stock shipped and sold to End Users (even if payment has not been collected from any End User) and for shrinkage as outlined in Section 10(d)of the Agreement.

For the Symantec Products sold through the Sub-sites that have List Prices in currencies other than the U.S. Dollar, Symantec will invoice Digital River in U.S. Dollars based on the currency conversion calculated by Digital River as required by Section 9(iii) of the Agreement and transmitted through the EDI report for processing by Symantec. Symantec understands that Digital River’s internal processes are structured such that Digital River automatically sends payment to Symantec based on the monthly Penetration Report processed by Digital River. To the extent there are any discrepancies in the amount owed to Symantec based on the daily EDI reporting and the monthly Penetration Report, the Parties shall cooperate to reconcile such discrepancies in order to determine the amount actually owed by Digital River to Symantec based on the number of Symantec Product units actually sold and the applicable List Prices.

               (iii) Digital River Payment Terms. On the 20^th day of each month, Digital River shall (x) settle all Symantec invoices for the previous month’s sales and shrinkage by wire transfer and (y) send remittance advice to Symantec Accounts Receivable at the address set forth on Section 4 of Exhibit K, which remittance advice shall detail the payments made to Symantec by purchase order number. All payments due from Digital River shall be made in United States dollars (or such other currency as agreed by both Parties) by wire transfer to the applicable banking facilities set forth on Section 3 of Exhibit K, or such other banking facility designated in writing by Symantec. Symantec shall pay the applicable wire transfer fees incurred in connection with Digital River’s transmission of payments hereunder. Symantec reserves the right, upon written notice to Digital River, to declare all sums immediately due and payable in the event of a breach by Digital River of any of its obligations to Symantec as outlined in Section 19(b)(i) or (b)(ii).

     Digital River is hereby authorized to do a “Fed Wire” or “Pure Swift Transfer” only of any funds due and owing to Symantec, directly into Symantec’s bank account. This does not authorize Digital River to do any other electronic deposits of any type. Digital River shall keep all information relating to Symantec’s bank accounts and other related financial information (the “Confidential Banking Information”) completely confidential and shall not disclose any Confidential Banking Information to any party without Symantec’s prior written consent. Digital River shall be solely liable for any losses that Symantec incurs as a result of mistakes, misappropriations of funds or unauthorized disclosure of Confidential Banking Information and shall separately obtain its own indemnity from any third parties which may also be responsible, as applicable. Digital River shall correct the problem or mistake and compensate Symantec within no less than twenty-four (24) hours of becoming aware of the problem or mistake. Any failure to comply with these provisions shall be deemed an immediate and material breach of this Agreement.”

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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     d. Failure to Pay. Any payment or part of a payment owing by either Party that is not paid when due, shall, after written notice by the other, bear interest at the rate of 1.5% per month from its due date until paid. Failure of either Party to pay any non-disputed fees or other charges when due shall constitute, after the other Party receives written notice and has had ten (10) days to cure non-payment, sufficient cause for the other Party to immediately suspend its performance hereunder and/or to terminate this Agreement in accordance with Section 19(b)(i). Digital River’s obligation to pay Symantec hereunder shall not be affected by Digital River’s *.

     e. Taxes, Tariffs, Fees. The Symantec Product List Prices do not include any national, state or local sales, use, value added or other taxes, customs duties, or similar tariffs and fees which Symantec may be required to pay or collect upon the sale or delivery of Symantec Products or upon collection of the sales price (a “Tax”). The definition of Tax does not include any income or similar taxes payable by Symantec as a result of revenues received by Symantec pursuant to this Agreement. Should any Tax or levy be made, Digital River shall pay such Tax or levy and indemnify Symantec for any claim for such Tax or levy demanded. Digital River represents and warrants to Symantec that all Symantec Products acquired hereunder are for redistribution in the ordinary course of Digital River’s business, and Digital River shall provide Symantec with appropriate resale certificate and other documentation satisfactory to the applicable taxing authorities to substantiate any claim of exemption from any such taxes or fees.

     f. Credit Risk. Digital River shall take * related to the End Users, including but not limited to *. Digital River shall settle Symantec’s invoices notwithstanding any default on the part of End Users to pay Digital River.

     g. Returned Products. Digital River shall be authorized to conduct field destruction for products returned by End Users that are not suitable for resale. Symantec shall provide Digital River with a credit equal to the applicable List Price for each return received in accordance with the applicable EULA and reported to Symantec in accordance with Section 9(b)(iii). Digital River will require a letter of destruction from all End Users who request a refund in accordance with Symantec’s refund policy. Upon Symantec’s request, Digital River will provide Symantec with all letters of destruction as proof of refund. Symantec shall reimburse Digital River for the return costs to the extent the total gross units of Symantec Product returned in a given quarter exceeds * percent (*%) of gross total number of units of Symantec Product returned for such quarter, as calculated on a monthly basis and average for the quarter. In such case, Digital River shall invoice Symantec for such amounts as set forth in Section 11(b) of this Agreement. The amount of the return/refund request processing fee will be subject to review by the Parties on a quarterly basis.

     h. Maximum Customer Service Expense. As provided in this subsection, Symantec shall reimburse Digital River to the extent its total Customer Service Expense in a given month exceeds * percent (*%) of Net Sales for such month, as calculated on a monthly basis and average for the quarter. “Net Sales”, for purposes of this subsection, shall mean Digital River’s actual gross receipts from distribution of the Symantec Products in the Territory, less returns and related tax and shipping costs. Digital River’s “Customer Service Expense” for a given month shall be calculated as: (i) Digital River’s Internal Customer Service Costs, plus (ii) the actual charges from third party providers used by Digital River to meet its Customer service obligations under this Agreement, provided that Symantec has previously approved in writing the arrangements (including rates charged) made between Digital River and any such third party provider, plus (iii) the actual cost to Digital River for use by Symantec Product Customers of the toll free and toll share telephone numbers for Customer support, if applicable, less (iv) the portion of the total Customer Service Expense relating to downtime of the Storefront, latency or intermittent order processing issues on the Storefront less returns, or corruption of Try/Buy or ESD products (calculated by adding the Internal Customer Service Costs and actual third party provider charges

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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for all calls and emails received relating to those types of issues). “Internal Customer Service Costs” shall be the sum of the following amounts: (i) * ($.*) cents per minute for each Customer service phone call received in Digital River’s North America Customer service center (currently in Eden Prairie, Minnesota), (ii) * ($*) per e-mail support request received and answered in Digital River’s North America Customer service center and (iii) * ($*) per email support request received and answered in Customer support sites outside of the United States, or $* total for all such email supports requests answered, whichever amount is greater. No later than the tenth day of each month, Digital River will invoice Symantec for any amounts that may be due hereunder as set forth in Section 11(b) hereof, and will concurrently provide Symantec with detailed reporting indicating the calculation of the Customer Support Expense. In the event of any disputes relating to the amounts owed by Symantec to Digital River hereunder, the Parties will mutually resolve such disputes.

12. Disclaimer of Warranty; Limited Liability.

     a. Disclaimer of Warranty. SYMANTEC MAKES NO WARRANTIES OR REPRESENTATIONS AS TO PERFORMANCE OF SYMANTEC PRODUCTS OR AS TO SERVICE TO DIGITAL RIVER OR TO ANY OTHER PERSON, EXCEPT AS SET FORTH IN SYMANTEC’S LIMITED WARRANTY ACCOMPANYING DELIVERY OF SYMANTEC PRODUCTS. SYMANTEC RESERVES THE RIGHT TO CHANGE THE WARRANTY AND SERVICE POLICY SET FORTH IN SUCH LIMITED WARRANTY OR ELSEWHERE, AT ANY TIME, WITHOUT FURTHER NOTICE AND WITHOUT LIABILITY TO DIGITAL RIVER OR TO ANY OTHER PERSON. TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED.

     b. Limited Liability. EXCEPT FOR *, THE LIABILITY OF EACH PARTY, IF ANY, FOR DAMAGES SHALL BE LIMITED TO THE *UNDER THIS AGREEMENT BY * FROM SALES OF THE SYMANTEC PRODUCTS, WHICH AMOUNT SHALL BE CALCULATED AS THE * RECEIVED BY DIGITAL RIVER IN CONNECTION WITH ITS DISTRIBUTION OF THE SYMANTEC PRODUCTS, LESS THE * FOR THE SYMANTEC PRODUCTS,*. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES OF ANY KIND INCLUDING ANY LOST PROFITS OR LOST DATA, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT NOTHING IN THIS SECTION SHALL LIMIT A PARTY’S OBLIGATION TO PAY AMOUNTS DUE AND OWING TO THE OTHER PARTY UNDER THIS AGREEMENT.

     c. No Warranty by Digital River. Digital River will make no warranty, guarantee or representation, whether written or oral, on Symantec’s behalf.

13. Indemnification of Symantec. Digital River shall indemnify Symantec and hold it harmless from any costs, claims, liabilities, losses, expenses or damages, or any other liability, to the extent it arises from (i) the negligence, fault, or unlawful acts of Digital River, its employees or agents, (ii) any unauthorized use by Digital River, its employees or agents of any trademarks, copyrights or patents relating to Symantec Products or BOBs, or Customer Information (iii) any unauthorized warranty or representation made by Digital River, its employees or agents relating to Symantec Products or BOBs, (iv) any improper or unauthorized replication, packaging, marketing, distribution or installation of any Symantec Products or BOBs, (v) the combination, operation or use of the Symantec Products by Digital River with any hardware, software, products, data or other materials, other than the Wrapper Technology, that are not specified or

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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provided by Symantec (other than such hardware, software, products, data or other materials reasonably required to use the Symantec Products for their respective normal commercial use), (vi) the alteration or modification by Digital River of the Symantec Products, or (vii) any breaches of any warranties provided under Section 3(m). Symantec shall notify Digital River in writing of any such claim promptly after Symantec first learns of it, and shall cooperate fully with Digital River in connection with the defense thereof and shall grant Digital River control of any such claim. Symantec shall have the right to participate with its own counsel at Symantec’s expense.

14. Indemnification of Digital River.

     a. Patent or Copyright Infringement. Symantec agrees that, if notified promptly in writing of, and given sole control of the defense and all related settlement negotiations, it will defend Digital River against any damages awarded by a court based on an allegation that a Symantec Product supplied hereunder infringes a U.S. patent or copyright. Digital River shall cooperate fully with Symantec in Symantec’s defense of any such claims. Symantec will pay any resulting costs, damages and reasonable attorney’s fees finally awarded by a court with respect to any such claims. Digital River shall have the right to participate in any such claims with its own counsel at Digital River’s expense.

     b. Product Claims. Symantec agrees that, if notified promptly in writing of, and given sole control of the defense and all related settlement negotiations, it will defend Digital River against any damages awarded by a court based on a product liability claim regarding Symantec Products. Digital River shall cooperate fully with Symantec in Symantec’s defense of any such claims. Symantec will pay any resulting costs, damages and reasonable attorney’s fees finally awarded by a court with respect to any such claims. Digital River shall have the right to participate in any such claims with its own counsel at Digital River’s expense.

     c. Exceptions. Notwithstanding the foregoing section, Symantec shall not be liable to Digital River for any claim arising from or based upon the actions listed in Section 13(i) through (vi), if taken by Digital River.

     d. Limitation. Symantec shall have no obligation to Digital River with respect to infringement of patents or copyrights beyond that stated in this Section 14.

15. Confidentiality. Each Party acknowledges that in the course of performing its obligations hereunder it will receive information that is confidential and proprietary to the other Party. Each Party agrees not to, during or subsequent to the term of this Agreement, directly or indirectly (a) use any of the disclosing Party’s Confidential Information for the benefit of anyone other than the disclosing Party, or other than for a Party to perform an obligation under this Agreement, or (b) disclose any of the disclosing Party’s Confidential Information to anyone other than an employee or consultant of the receiving Party who is obligated by written contract to protect the confidentiality thereof and requires such information to perform hereunder, or an employee of the disclosing Party. Consultants include either Party’s attorneys, accountants, programmers, and other persons who render professional services to either Party. Each Party will use commercially reasonable efforts to carry out the foregoing obligations. “Confidential Information” includes without limitation all information related to the services described in this Agreement, each Party’s know-how, all information regarding each Party not known to the general public, and confidential information disclosed to either Party by third parties (whether acquired or developed by either Party during either Party’s performance under this Agreement or disclosed by either Party’s employees or consultants). Confidential Information does not include information that (a) is known to the receiving Party at the time of disclosure by the disclosing Party, (b) has become publicly known through no wrongful act of a Party, (c) has been rightfully received by either Party from a third party who is authorized to make such disclosure, or (d) has been independently developed by either Party other than pursuant to this

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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Agreement. Without each Party’s prior written approval one Party will not directly or indirectly disclose to anyone the terms and conditions of this Agreement. In the event that either Party is required by any governmental entity or legal process to disclose information that is subject to this Section 15, the Party that is subject to the duty of disclosure shall provide the other Party with reasonable notice (given the constraints placed upon the Party under the duty to disclose) to enable either Party to take actions necessary to attempt to prevent such disclosure.

16. Investment and Maintenance Costs. Except as stated herein or in an SOW, Symantec will not be liable to Digital River for (a) any investment costs for the set up of the Storefront, Sub-site, Site or Marketing Partner Site by Digital River or (b) any ongoing maintenance costs for the operation of, or upgrades to, the Storefront, Sub-site, Site or Marketing Partner Site by Digital River.

17. Waiver. The waiver by a Party of any default by the other Party shall not waive subsequent defaults by the other Party of the same or different kind.

18. Assignment. Digital River is appointed an authorized Symantec electronic reseller through the Storefront for Symantec Products because of Digital River’s commitments in this Agreement, and further because of Symantec’s confidence in Digital River, which confidence is personal in nature. This Agreement shall not be assignable by either company, without the prior written consent of the other. The provisions hereof shall be binding upon and inure to the benefit of the Parties, their successors and permitted assigns.

19. Duration and Termination of Agreement.

     a. Term. The term of this Agreement shall be from the Amended Date until three years from the Amended Date (the “Term”). Thereafter, the Term of the Agreement may be mutually extended by an amendment signed by both Parties. Nothing contained herein shall be interpreted as requiring either Party to renew or extend this Agreement. Notwithstanding the foregoing, this Agreement may be terminated prior to the expiration of its stated term as set forth below.

     b. Termination For Cause. The Parties may terminate this Agreement for cause at any time during its term for the reasons set forth below

     (i) Either Party may terminate this Agreement if the other Party fails to make payment of any undisputed amount due hereunder when due, and such failure to pay continues unremedied for a period of ten (10) days after a Party notifies the other Party in writing of such non-payment. The Parties shall reconcile all disputed amounts in writing within thirty (30) days of notice and shall promptly pay any outstanding reconciled amounts.

     (ii) Either Party may terminate this Agreement if the other Party fails to perform any material obligation, warranty, duty or responsibility or is in default with respect to any material term or condition undertaken by such Party under this Agreement and such failure or default continues unremedied for a period of thirty (30) days after the breaching Party is notified in writing of such default. Notwithstanding the foregoing, in the event that a Party has given notice of failure or default to the other Party under this section three or more times, the non-breaching Party in all three of those cases may terminate this Agreement immediately upon any subsequent failure by the other Party to perform any material obligation, warranty, duty or responsibility under this Agreement or its default with respect to any material term or condition undertaken under this Agreement.

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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     (iii) Symantec may terminate this Agreement if Digital River is merged, consolidated, sells all or substantially all of its assets, or implements or suffers any substantial change in control, except as agreed to by Symantec under Section 18 of this Agreement.

     c. Termination At Will. Symantec has no right to terminate this Agreement without cause but Digital River does agree that Symantec may remove or terminate distinct segments or areas of obligations of Digital River set forth in this Agreement upon written notice without cause at any time after the Amended Date. In such case of a termination of any segment or area of obligations of Digital River, then Digital River agrees to comply with Section 19 (e) below as to such terminated segment or obligation.

     d. Automatic Termination. This Agreement terminates automatically, with no further act or action of either Party, if Digital River ceases to do business or otherwise terminates its business operations, or if a receiver is appointed for Digital River or its property, Digital River makes an assignment for the benefit of its creditors, any proceedings are commenced by, for or against Digital River under any bankruptcy, insolvency or debtor’s relief law, or Digital River is liquidated or dissolved.

     e. Effect of Termination. Upon expiration or any termination of this Agreement, except as set forth in Exhibit J and what may be agreed to after the Effective Date in an amendment to this Agreement, (1) Digital River’s license to use any Symantec trademark or trade name hereunder shall terminate, and Digital River shall cease holding itself out as an authorized electronic reseller for Symantec Products through the Storefront; (2) Digital River shall return to Symantec all Symantec property, including, but not limited to, proprietary and confidential material, demonstration copies of Symantec Products, and selling aids provided by Symantec, Customer Information, databases and code created for Symantec as a work for hire; (3) for a period of three (3) years after the date of termination, Digital River shall make available to Symantec for inspection and copying all books and records of Digital River that pertain to Digital River’s performance of and compliance with its obligations and representations under this Agreement, (4) Digital River will reasonably assist Symantec in taking over Digital River’s End User accounts handled during the term of the Agreement, including providing Symantec with the most current Customer Information, databases and code created for Symantec as a work for hire, (5) the due dates of all outstanding invoices to Digital River for Symantec Products automatically will be accelerated so they become due and payable by immediate wire transfer on the effective date of termination or expiration, even if longer terms had been provided previously; provided, however, that Digital River may reserve payment to Symantec for an amount equal to the reasonably estimated value of returns for the 90-day period following the effective date of termination and following such 90-day period, Digital River shall pay all remaining amounts owing to Symantec, and (6) upon termination of this Agreement, Digital River agrees to fully cooperate in the transition of the maintenance and hosting obligations of any existing Sites, including the Storefront, to such third party vendor, as well as the Customer Information, databases and code created for Symantec as a work for hire, as directed by Symantec in writing. Until such transition is complete, Digital River agrees to continue to comply with the terms and obligations of this Agreement, as amended to date, and each relevant Back End Agreement for such Sites, Marketing Partner Sites, as well as the Storefront. Digital River is obligated to not shut down any Site or the Storefront and to allow it to remain operational in the normal course of business, without charge to Symantec, provided however, the Site must have active traffic for this obligation to continue. In addition to the above termination requirements, Digital River shall carry out the termination procedures detailed in Exhibit K upon termination of this Agreement.

     f. No Damages For Termination. NEITHER SYMANTEC NOR DIGITAL RIVER WILL BE LIABLE TO THE OTHER FOR DAMAGES OF ANY KIND ON ACCOUNT OF THE TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS. EXCEPT AS SET FORTH IN SECTION 19.C., DIGITAL RIVER WAIVES ANY RIGHT IT MAY HAVE TO RECEIVE ANY COMPENSATION OR REPARATIONS ON TERMINATION OR EXPIRATION OF THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS. Except as expressly set forth herein, neither

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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Symantec nor Digital River will be liable to the other on account of termination or expiration of this Agreement for reimbursement or damages for loss of goodwill, prospective profits, anticipated orders, any incidental or consequential damages or on account of any expenditures, investments, translations, localizations, leases or commitments made by either Symantec or Digital River or for any other reason whatsoever based upon or growing out of such termination or expiration. Digital River acknowledges and agrees that (1) Digital River has no expectation and has received no assurances that its business relationship with Symantec will continue beyond the stated Term of this Agreement or its earlier termination in accordance with this Section 19, that any investment by Digital River in the promotion of Symantec Products will be recovered or recouped, or that Digital River will obtain any anticipated amount of profits by virtue of this Agreement or otherwise any vested, proprietary or other right in the promotion of Symantec Products or in any goodwill created by its efforts hereunder. THE PARTIES ACKNOWLEDGE THAT THIS SECTION 19(f) HAS BEEN INCLUDED AS A MATERIAL INDUCEMENT FOR SYMANTEC TO ENTER INTO THIS AGREEMENT AND THAT SYMANTEC WOULD NOT HAVE ENTERED INTO THIS AGREEMENT BUT FOR THE LIMITATIONS OF LIABILITY AS SET FORTH HEREIN.

NEITHER SYMANTEC NOR DIGITAL RIVER SHALL BE LIABLE TO THE OTHER FOR DAMAGES OF ANY KIND, INCLUDING INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, ON ACCOUNT OF THE TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS.

     g. Survival. Symantec’s rights to receive and Digital River’s obligations to pay Symantec all amounts due hereunder, as well as all indemnity and confidentiality obligations, and the Parties’ obligations under Sections 9.c. (for the stated three-year period), 11 (limited to any payment obligations accrued prior to termination of this Agreement), 12, 13, 14, 15, 16, 19.e., (for the stated transition period), 19.f., 24, (for the stated one-year period), 27 and 28 shall survive termination of this Agreement.

20. Symantec Company or Product Acquisitions. Digital River understands and agrees that during the term of this Agreement, Symantec may acquire rights to additional products through company or product acquisitions. In the event that Symantec acquires any company (or the products of any company) which has in force a support services, reseller, or distribution agreement with Digital River, Digital River agrees that if Symantec elects to add such products to the Symantec Product list in accordance with the terms set forth herein, this Agreement shall automatically, without further action, govern such other agreement with regard to such products. Digital River shall have the right to review the addition of products and services acquired through company or product acquisitions to insure alignment with operational and cost target outlined in this agreement. Any identified issues requiring a change in systems or costs will be addressed in a mutually agreed upon SOW.

21. Notices. All notices and demands hereunder shall be given in English by facsimile and confirmed by certified or international mail mailed the same date, and will be deemed given upon the earlier of actual receipt or one day after sending of a confirmed facsimile to the addresses for the respective Parties set forth below, as they may be changed by proper notice from time to time.

To Symantec:
Symantec Corporation
20330 Stevens Creek Boulevard
Cupertino, CA 95014
UNITED STATES
Attn: Terry Sullivan, Vice President Online Sales
Fax: (408) 517-8122

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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With a copy to:

Symantec Corporation
555 International Way,
Springfield, OR 97477
Attn: Karen Miller, Director of eCommerce
Fax: (541) 335-5435

With a copy of any legal notice to General Counsel at the Cupertino, CA address set forth above.

To Digital River:
Digital River, Inc.
9625 West 76^th Street
Eden Prairie, MN 55344
Attn: President
Fax: 952-253-8877

22. Relationship of the Parties. Digital River’s relationship with Symantec during the term of this Agreement will be that of an independent contractor. Digital River will not have, and will not represent that it has, any power, right or authority to bind Symantec, or to assume or create any obligation or responsibility, express or implied, on behalf of Symantec or in Symantec’s name, except as expressly provided herein. Nothing stated in this Agreement shall be construed as constituting Digital River and Symantec as partners or as creating the relationships of employer/employee, franchisor/franchisee, or principal/agent between the Parties.

23. Other Agreements. This Agreement relates only to Digital River’s appointment as an independent, nonexclusive electronic reseller of Symantec Products through the Storefront as set forth in Section 2 hereof, and shall not supercede any other agreements between Symantec and Digital River, including but not limited to the Restated Authorized Electronic Distributor Agreement dated June 30, 1998, as amended and the Direct Marketing Outsourcing Agreement with an Effective Date of August 19, 2002.

24. No Solicitation. During the term of this Agreement and for one year after its termination or expiration, neither Party will recruit, solicit, assist others in recruiting or soliciting, or refer to others concerning employment, any person who is then an employee of the other Party or any of its subsidiaries or induce or attempt to induce any such employee to terminate his employment with the other company or any of its subsidiaries.

25. Section Headings, Language Interpretation and Exhibits. The section headings contained herein are for reference only and shall not be considered substantive parts of this Agreement. The use of the singular or plural form shall include the other form and the use of the masculine, feminine or neuter gender shall include the other genders. All exhibits and attachments referenced in this Agreement are incorporated herein by this reference.

26. Entire Agreement. This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof, and supersedes in their entirety any and all written or oral agreements previously existing between the Parties with respect to such subject matter. Digital River acknowledges that it is not entering into this Agreement on the basis of any representations not expressly contained herein. Any modifications of this Agreement or Exhibits must be in writing and signed by both Parties hereto except as otherwise expressly set forth herein. Any such modification shall be binding upon Symantec only if and when signed by one of its duly authorized officers.

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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27. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, except for that body of law pertaining to conflicts of law. Venue for any legal action shall be solely in the state and federal courts of Santa Clara County, California. Both Parties expressly consent to the jurisdiction indicated herein.

28. Attorney’s Fees. In the event any litigation is brought by either Party in connection with this Agreement, the prevailing Party in such litigation shall be entitled to recover from the other Party all the costs, reasonable attorney’s fees and other expenses incurred by such prevailing Party in the litigation.

29. Severability. In the event any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, the remaining portions of this Agreement shall remain in full force and effect.

30. Equitable Relief. Digital River acknowledges that any breach of its obligations under this Agreement with respect to the proprietary rights or confidential information of Symantec will cause Symantec irreparable injury for which there are inadequate remedies at law, and therefore Symantec will be entitled to equitable relief in addition to all other remedies provided by this Agreement or available at law.

31. Press Release. Upon the full execution of this Agreement and receipt by Symantec of the signature pages from Digital River, and after the Amended Date, the Parties shall release a mutually agreed upon press release regarding the arrangements established by this Agreement. Digital River shall not release any press release relating to Symantec or this relationship, without the prior written approval of a Symantec executive officer.

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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32. Execution of Agreement.

     a. Effective Date. This Agreement shall become effective only after it has been signed by Digital River and signed and accepted by Symantec at its principal place of business. The effective date of the Agreement shall be same date as the original Agreement effective date of December 20, 2000 (the “Effective Date”).

     b. Counterparts. This Agreement may be executed in two or more counterparts, each of which when so executed shall be deemed an original, and all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date specified below.

SYMANTEC CORPORATION	DIGITAL RIVER
Signature:	Signature:
Printed Name:	Printed Name:
Title:	Title:
Date:	Date:
SYMANTEC LIMITED
Signature:
Printed Name:
Title:
Date:

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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EXHIBITS ATTACHED:

Exhibit A: Symantec Products and List Prices
Exhibit B: Digital River’s Customer Support Metrics and Staffing Requirements
Exhibit C: Symantec Storefront Content Updating Procedures
Exhibit D: Symantec’s Currency Policies
Exhibit E: Payment Options
Exhibit F: Digital River’s Service Level
Exhibit G: Export Control Measures
Exhibit H: Security Requirements
Exhibit I: Site Reporting Requirements
Exhibit J: Termination Procedures
Exhibit K: Symantec Sell Through Reporting Procedures and Policies
Exhibit L: Shop Symantec Storefront Initiation Form
Exhibit M: Shop Symantec Site Initiation Form
Exhibit N: Site Testing Standards and Criteria
Exhibit O: Shipping Charges and Sub-site Shipping Locations
Exhibit P: Customer Message for Caribbean and Spain Subsite
Exhibit Q: Specifications for * Wrapper Integration
Exhibit R: Specifications for Commerce Flow # 111323a
Exhibit S: Specifications for Commerce Flow # 111323b
Exhibit T: Purchase Order Format
Exhibit U: Digital River’s Roadmap and Schedule for Shipping into APAC
Exhibit V: Field Destruction Certificate

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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EXHIBIT A
SYMANTEC PRODUCTS AND LIST PRICES

The Symantec Products consist of Consumer Symantec Products, attached hereto as Exhibit A-1, Enterprise Symantec Products and attached hereto as Exhibit A-2.

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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EXHIBIT B
DIGITAL RIVER’S CUSTOMER SUPPORT METRICS AND STAFFING REQUIREMENTS

Digital River shall use commercially reasonable efforts to increase and decrease Customer support agents in the event of unexpected attrition, high volume sales, voicemail messages and order increases.

Digital River may utilize a combination of in-house and outsourced call center support to provide maximum flexibility. An example of outsource support is the contracting of independent Customer support, such as Sykes Enterprises or ClientLogic. Examples of in-house support include: escalation of Customer issues and training of new Customer support agents.

Specific support requirements are:

1.   A monthly average of * percent (*%) of all Customer service telephone calls must be answered within * of entering the queue.

2.   Response on a global-wide basis to Customer email inquiries within * (*) hours of receipt by the email inbox, as indicated by the email header.

3.	* percent (*%) of orders must be processed on the * they are submitted, and orders must be shipped pursuant to Section 3.e. of the Agreement.
4.	* percent (*%) of all returns requests must be answered within *.

5.	* percent (*%) of all returns requests must be processed and submitted by Digital River (to a third party when applicable) for a refund within * of receipt of a letter of destruction from the End User.
6.	Customer telephone call abandonment rates must be *% or less on average per month.
7.	The average close ratio on orders when Customers telephone to place an order must be *% or higher as applicable.

8.   Customer support agents must capture and record *% of all Promotion Codes, and *% of other Wrap Up Codes.

9.   * percent (*%) of orders received from Customers telephoning to place an order must result in additional sales of Symantec Products through up-sells and cross-sells as applicable.

10.   Customer support agents must respond to issues requiring research within *. Any additional actions required by Customer support agents to resolve issues must be completed within *.

11.   Customer support agents must be experienced in telephone and e-mail Customer support and fully trained on the Symantec Products and services, the Storefront and Symantec’s knowledgebase system prior to responding to inquiries regarding Symantec Products and services or being placed on Symantec telephone queues. Digital River shall designate a team of Customer support agents who will be devoted to supporting only Symantec Products and services. Agents must be proven good performers and dedicated to fulfilling Symantec’s Customer support requirements under the terms of this Agreement. To ensure high quality service, Digital River shall conduct regular call monitoring of all agents providing Customer support under this Agreement (including any outsourcer(s) conducting support on Digital River’s behalf) and shall evaluate and rank such agents in accordance with

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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	performance. Digital River shall provide Symantec with the metrics and corrective actions used to measure and improve the performance of agents at each of Digital River’s support locations that are employed by Digital River to carry out Digital River’s support obligations under this Agreement. Digital River shall provide means for Symantec to participate in joint call monitoring of Customer support agents providing support hereunder (including any outsourcer(s)). If service level falls below the performance levels set forth in this Exhibit B for * consecutive months, Digital River will take whatever corrective actions necessary to resolve the situation within * (*) weeks. Symantec shall provide all Symantec Product-related training and training materials necessary to train Digital River Customer support agents on Symantec Products and services and promotions. Digital River shall train all agents on Symantec Products and services, based on training materials supplied by Symantec. Digital River shall provide on-going training to all its agents on normal Customer service and technical skills.
12.	Customer support agents must correctly transfers callers to appropriate locations and telephone numbers. Procedures regarding the transfer of telephone calls are as follows:
	a. Customers Who Call Digital River For Technical Support. Digital River will provide its Customer support agents with instructions for when and how to transfer telephone calls to Symantec’s technical support department.
	b. Customers Who Call Digital River For Order Status Not Placed Through Digital River. Digital River will provide its Customer support agents with instructions on how to handle order inquiries that were not placed through Digital River. Such orders include purchases from other Symantec resellers and outsourcing providers. These Customers are to be given the same level of care as Customers who order through Digital River, provided however, Digital River is not required to resolve the problems of other resellers and outsourcing providers. Symantec agrees that it will use commercially reasonable efforts not to refer telephone calls to Digital River without first determining that the Customer has in fact placed an order through Digital River. Symantec agrees that it will provide Digital River with all reasonable assistance necessary to enable Digital River to meet its obligations set forth herein.

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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EXHIBIT C
SYMANTEC STOREFRONT CONTENT UPDATING PROCEDURES

Digital River shall follow the procedures and schedules set forth below for all Content updates that Digital River shall make to the Storefront and Sub-sites:

1.   Posting products. Upon notification of a new Symantec Product on the Symantec Product list, Digital River shall post new Symantec Products on the Storefront in accordance with the process and schedule set forth in Section 3(b)(x)(a) of the Agreement.

2.   Changes to the Navigation Bar and Links. Digital River will make changes to the navigation bar and links on the Storefront within five business days of receiving such request from Symantec.

3.   Featured Partner Spots and Banners. Digital River shall make changes to featured partner spots and banners in accordance with the procedures set forth in Sections 3(b)(iv) and 3(b)(v) of the Agreement.

4.   Marketing Campaigns. Symantec will manage all Symantec Product marketing campaigns through Digital River’s online remote management tool, including pulling populations, text, html, etc. Once a marketing campaign has been designed through the remote management tool, it will be set in a staging environment for approval from Symantec’s regional managers and Digital River. After approval is designated, Digital River shall post or email such campaign within 48 hours.

5.   Bug Fixes. Digital River shall fix bugs on the Storefront within the following time frames: (a) “Critical” bugs will be addressed on the highest priority and must be fixed as soon as possible after Digital River receives notice from Symantec or otherwise becomes aware of such bug, whichever is first, (b) “Serious” bugs must be fixed within 24 hours after Digital River receives notice from Symantec or otherwise becomes aware of such bug, whichever is first and (c) “Minor” bugs must be fixed within a reasonable timeframe (given the nature of the bug) after Digital River receives notice from Symantec or otherwise becomes aware of such bug, whichever is first. For purposes of this Exhibit, (x) a “Critical” bug is an issue that disallows the normal operation of the Storefront, is an unacceptable Customer experience, or causes latency on the Storefront as evidenced by an alert generated by Keynote, (y) a “Serious” bug is one that disallows the normal operation of the Storefront but a work-around is available to keep the Storefront functioning properly and (z) a “Minor” bug is any problem on the Storefront other than one falling within the Critical or Serious categories.

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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EXHIBIT D

SYMANTEC’S CURRENCY POLICIES

Digital River’s commitment to use multiple currencies is outlined below:

1.	Display and Processing of Base Price in Other Currencies: Sub-sites (other than Shop United States) shall allow the user to change the currency in which the price is displayed. When a price is displayed in other currencies, the displayed price is a pre-calculated static value using the exchange rate applied to the base price. Display prices are static and established when a product goes up for sale on any Sub-site. Updates of display prices for currency fluctuations are done using the same process used for physical products. An order is calculated and processed in the currency chosen by the Customer. Digital River shall bear all currency fluctuation risks with respect to payments made by End Users in currencies other than US Dollars. Digital River shall cooperate with Symantec in making modifications to the manner in which currency and pricing information is displayed on the Storefront in the event Symantec changes its policy with respect thereto.
2.	Default Currency: Each Sub-site will have a default currency for display and processing. The default currency, as well as other currencies offered on a Sub-site, may be changed upon mutual agreement between a Symantec and Digital River. The Parties acknowledge that they intend to transition to making local currency the default currency offered on each Sub-site as soon as reasonably possibly and upon mutually agreed upon terms set forth in an SOW or a written amendment to this Agreement.
3.	Sub-site Currency:
	The following are the default currencies in which Symantec Product prices will appear to Customers on each Sub-Site (each, a “Default Currency”), and the alternative currency options (“Currency Options”) that Customers may elect to use instead of the Default Currency for purchases on such Sub-Site.

a. Shop United States

    Default Currency: US Dollar

    Currency Options: None

b. Shop América Latina

    Default Currency: US Dollar

    Currency Options: Venezuelan Bolivar, Mexican Peso, US Dollar, Euro

c. Shop Brasil

    Default Currency: Brasilian Real

    Currency Options: US Dollar

d. Shop Deutschland

    Default Currency: Euro

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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    Currency Options: Franken

e. Shop Italia

    Default Currency: Euro

    Currency Options: None

f. Shop Asia/Pacific

    Default Currency: Australian Dollar

    Currency Options: New Zealand Dollar, Singapore Dollar, Hong Kong Dollar

g. Shop Benelux

    Default Currency: Euro

    Currency Options: None

h. Shop United Kingdom

    Default Currency: British Pound

    Currency Options: Euro

i. Shop Canada: English

    Default Currency: Canadian Dollar

    Currency Options: US Dollar

j. Shop Canada: Francais

    Default Currency: Canadian Dollar

    Currency Options: US Dollar

k. Shop France

    Default Currency: Euro

    Currency Options: None

l. Shop Nordic

    Default Currency: Euro

    Currency Options: Swedish Krone, Danish Krone, Norwegian Krone

m. Middle East & Africa

    Default Currency: South African Rand

    Currency Options: US Dollar

Notwithstanding the foregoing, in the event any of the currencies on the above list are completely replaced by the Euro, such currency shall also be deemed to be replaced by the Euro for purposes of this Section 3 of Exhibit D to the Agreement.”

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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EXHIBIT E

PAYMENT OPTIONS

The following payment options are the minimum options that must be available for the purchase of Symantec Products. Additional payment options may vary by region. Specific payment requirements by country or region are to be determined and developed on an ongoing basis and will be mutually agreed to by the Parties.

1.	Credit Card. Digital River shall have a system for payments to be made by Visa, MasterCard, and/or American Express (AMEX) credit card at a minimum.
2.	Direct Debit Cards. Digital River shall have a system for payments to be made by direct debit from Customers’ bank accounts via Visa, MasterCard, Switch and SOLO debit cards for packaged product purchases by Customers in EMEA. The Parties shall further address this payment option in an SOW prior to the time Digital River begins offering packaged products to Customers in EMEA.

3. Other Payment Options. The Parties agree that in the future, subject to adding the appropriate details by a mutually signed amendment, Digital River shall have a system for online banking purchases as an option for payment by End Users, along with other new concepts in payment options.

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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EXHIBIT F

DIGITAL RIVER’S SERVICE LEVEL

1. Up Time.

(a) Minimum Up Time. Digital River shall eliminate any Downtime (as defined in Section 1(b) of this Exhibit) or intermittent order processing issues within its control, and shall provide a minimum of * percent (*%) up time (including scheduled routine maintenance) each month for all server-based services.

(b) Calculation of Up Time. Up time (“Up Time”) is to be measured by the total number of minutes during a calendar month in which all systems operated by Digital River required for the completion of Customer transactions, order status requests and information browsing are completely available, divided by the total number of minutes during the calendar month. Routine maintenance, minor maintenance and major maintenance time shall be included when calculating total Up Time.

The following formula shall be used to calculate Up Time:

Up Time = (Total minutes per calendar month – Total minutes Downtime per calendar month)
(Total minutes per calendar month)

Total minutes per calendar month includes minutes for scheduled maintenance. “Downtime” shall mean (i) any lapse in network availability, calculated from the time Digital River first detects an incidence of a service interruption and ending when the service is restored, provided the outage occurred within the Digital River facility and (ii) any lapse in order processing availability, calculated as follows by Keynote Systems, Inc. (“Keynote”), or a similar web performance management company mutually agreed upon by the Parties. The process used to calculate lapses in order processing availability will be as follows. Every 15 minutes, Keynote will test the entry point page to one Sub-site, one category product page, and one order entry page on the Storefront. If any of the three points fails to load within 60 seconds, an email will be sent to Symantec and a designated Digital River representative. If Symantec receives more than two Keynote alerts within a thirty-minute period, such thirty minutes will be considered Downtime and included when calculating Up Time in accordance with the above formula. Digital River will have the ability to dispute the Keynote alert outage by providing evidence that the outage was not within Digital River’s facility.

(c) Payments by Digital River for Failure to Maintain Minimum Up Time. In any month in which Digital River fails to maintain Up Time of * percent (*%), then Digital River shall pay to Symantec an amount as liquidated damages (and not as a penalty) equal to the average amount remitted to Symantec for net sales during the same time periods (i.e., day of the week, time of the day, duration of outage) in the four weeks prior to the Downtime.

(d) Analysis of Failure to Maintain Minimum Up Time; Remedy Plan. If Digital River fails to maintain the minimum Up Time required herein, then Digital River shall within ten (10) days of notice from Symantec perform a root cause analysis to identify the cause of such failure, provide Symantec with a remedy plan and implement such plan in an agreed upon time frame.

2. Maintenance.

(a) Routine Maintenance. All routine maintenance will be performed online and require zero downtime. All routine maintenance will be scheduled to be as least intrusive to sales as possible. Digital River shall notify Symantec of its general maintenance schedule.

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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(b) Minor Maintenance. Any minor maintenance will be performed during the lowest traffic time available, usually between the hours of 1:00 a.m. and 5:00 a.m. Central Time on a weekend and require less than two hours of downtime. Digital River shall provide written notification to Symantec at least 24 hours in advance of such maintenance.

(c) Major Maintenance. Any major maintenance or upgrades that will impact sales opportunities will be discussed with Symantec and the Parties shall mutually agree to a time that will have the least impact on sales.

(d) Unscheduled Downtime. In the event of a system failure, Digital River will “fail-over” to a redundant system within 15 minutes, and shall bring up the entire infrastructure and the Storefront from a cold boot in a maximum of one hour. In the event of such a system failure, Digital River will notify Symantec of the unscheduled downtime and the status of the event via a telephone conversation. Digital River will escalate the issue within Symantec until live human contact is made.

(e) Catastrophic Failure. In the event of multiple catastrophic system failures, Digital River shall find a working solution or switch to a backup server in a maximum of four hours. In the event of such a catastrophic system failure, Digital River will notify Symantec of the unscheduled downtime and the status of the event via a telephone conversation. Digital River will escalate the issue within Symantec until live human contact is made.

3. Backup / Recovery Plan.

(a) Data.

     (i) Digital River shall maintain all data on two separate physical arrays and two separate servers.

     (ii) If any non-database data is lost then it shall be copied back from the backup server and its disk arrays. The backup server shall be updated automatically with the new non-database data from the primary server every morning. The primary server and backup server shall have standby databases that are updated immediately when a new archive log is produced.

     (iii) A nightly backup to tape shall be performed by a robotic tape drive with four DLT 7000s. Digital River uses a standard rotation that involves nightly incremental and weekly full backups of all non-database data. All Oracle databases are hot backed up nightly. The tape drive can restore data with all four drives in parallel.

     (iv) Digital River shall maintain a fire proof room in its facility that holds backup tapes. Backup tapes shall be rotated to an offsite tape storage facility every week.

     (v) Non-database data that is no longer in use will be removed and stored for 6 months to a year.

     (vi) Digital River shall test database restores daily.

(b) Recovery Plan. If a full system restore is required, Digital River will switch from the primary server to the backup server. The backup server will act as the primary server until the original primary server is restored. The transition back to the original state will be scheduled at a time least likely to affect sales of Symantec Products, as mutually agreed by the Parties. Restoration of the original primary server will be done from tape. The internal boot and swap drives in the primary server and the backup server are mirrored and may be replaced hot.

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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(c) Audit Trails. Digital River shall maintain weekly access logs on its servers and shall maintain all access logs on backup for at least three years after the termination of this Agreement.

4. Disaster Recovery Plan.

(a) Internet Service Providers. Digital River shall maintain at least two Internet Service Providers (“ISPs”) with BGP routing with multiple paths into the building. If any of the ISPs have difficulties, traffic shall automatically be rerouted to another carrier.

(b) Fire. Digital River’s Data Center shall contain an automated fire suppression system that will not affect any of the equipment or systems but will immediately extinguish a fire. The Data Center shall also contains individual fire extinguishers that are safe to the systems and equipment.

(c) Bandwidth. In addition to the two ISPs and the automatic fail over between ISPs, Digital River shall maintain two identical routers and two firewall servers. The back-up router and Firewall shall be pre-configured and able to be brought online immediately.

(d) Power. Digital River’s Data Center shall have multiple sources of power including heavy-duty utility feed, extensive battery backup and a diesel generator. All systems shall be supported by an automatic transfer switch that will switch all power requirements to battery and start the generator in the event of a power failure. The generator shall have sufficient capacity to power not only the Data Center, but also the entire Digital River facility, allowing Digital River to continue to meet its obligations hereunder (including Customer service and development) until power is restored. Digital River shall not have any single point of failure with electrical power.

(e) Server Failure. Digital River’s commerce system shall be completely redundant. Digital River shall keeps two complete commerce systems (primary and a backup) online at all times. If for any reason any of the primary servers fail, then a completely redundant backup server will be brought online.

5. System Monitors.

(a) Traffic. Digital River shall utilize a monitoring program to track its bandwidth and the status of individual data lines. In addition, Digital River shall capture the latency to server pages 24X7 and on a per client basis, connections to the database, and paths of Customers through the system, user drop off and all the other data required for reporting.

(b) Performance. Digital River shall use two primary tools for monitoring performance: (i) a crawler that tests URLs for response, database server pages for latency, and success of downloads and (ii) the Oracle Enterprise Manager to monitor its database performance.

6. Infrastructure Support.

(a) Organization. Digital River shall maintain a dedicated staff of at least eight support engineers, including an Oracle Certified DBA, a Sun Solaris Engineer and a Sun Ultra Enterprise Engineer (authorized for Sun’s complete line of systems, software and networking). Digital River shall also maintain cross-trained people from the development teams who carry pagers and react to system problems. Digital River’s Development team members shall also be on call for 24X7 solutions that require programming or other developmental support.

(b) Escalation Plan.

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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      (i) Problem Reporting.

      (1) Digital River shall maintain monitoring tools that report all problems and contact Digital River’s 24X7 support engineers simultaneously via email and pagers. Digital River’s onsite staff shall be notified when an error is discovered. Such staff shall respond on a priority basis. Digital River shall maintain continuous “on-call” and “on-call backup” administrators, and Digital River’s staff and senior management shall monitor their progress.

      (2) After making the appropriate corrective action, the administrator shall complete a detailed problem log that is permanently stored in the database.

      (ii) Resolving Problem Reports.

      (1) Digital River’s monitoring programs shall allow for proactive response to avoid problems and alert Digital River’s system administration team, Digital River’s entire “on call” system administration team and senior management.

            (2) In the event of a Customer-detected problem, Digital River’s Customer service department shall have instant access to Digital River’s System Administration Team. A problem can often be fixed within minutes of a Customer being exposed to it. Customer Service team members shall also trained to monitor basic system functions throughout their shift, and report any issues to the “on-call” system administrator.

            (3) Once the Digital River administrator is contacted, such individual(s) shall immediately take steps to implement the appropriate solution. Any problem that causes or can cause a greater than 20 minute down time shall immediately escalated to senior management.

            (4) If maintenance is required, it shall be scheduled for during the lowest traffic time available, usually between 1:00am to 5:00am on a weekend. Digital River shall use its best efforts to perform maintenance without affecting Customers.

            (5) Digital River shall provide all downtime reports and/or incident reports to Symantec. Digital River will permit Symantec to be involved in any part of the alert process upon its request.

7. Security

(a) Personal and Financial Information.

            (i) Transmission. All critical information shall be encrypted using SSL in the http interface and DES encryption, using the TCP / IP API interfaces.

            (ii) Storage. Data shall not be accessible directly from the web server or directly from the database. All data must all go through proper page or API requests, which are abstracted from the data, Firewall, Unix, Oracle database and web server security block access to any data. In addition, fraud and hacker level tampering at the URL level shall be protected with behavior analysis programs, URL misdirection techniques, URL spoofing techniques and page to page integrity verification.

(b) System Integrity.

     (i) Physical. The Data Center shall utilize state of the art card-key access systems and motion detection

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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equipment. All visitors shall be escorted by an authorized Digital River employee at all times. Facility breach alarms shall automatically generate local police notification.

     (ii) Operational

            (1) Digital River shall use two proprietary heuristic security systems that will identify and block attempts to abuse the system. The first is the credit card fraud detection system, which uses hundreds of indicators (e.g., seeing the same credit card under different user names, users who have repeated attempts with different names and credit card numbers, etc.). The second program eliminates physically accessing the locations of the software on the computer, which program spoofs the location of the download so that even if someone captured the download location they could not use it as it does not physically exist. No downloads or any data shall be directly accessible via URLs.

            (2) Administrative access shall be controlled by a security login system, which assigns valid day, time of day and functional access. Such system shall also tracks and documents every access to the system.

            (3) Digital River shall utilizes industry-leading software and industry standard Unix and Database techniques.

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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EXHIBIT G

EXPORT CONTROL MEASURES

Digital River shall use commercially reasonable measures to ensure that it does not deliver Symantec Products to End Users located in jurisdictions which the export of Symantec Products would be prohibited under United States or other applicable laws, including, without limitations, the measures specified below.

Digital River shall:

1.

Compare ESD End User’s billing address information (to account for international markets) and packaged product End User’s shipping address information (to account for international markets) with a list of countries that Symantec is allowed to export to. If the billing address or shipping address is located at a country Symantec is not allowed to export Symantec Products, Digital River will not allow the transaction or Symantec Product purchase to proceed.

2.

Use an integrated system to:

   a. Verify End User or purchaser information and geographic location using a sophisticated combination of geolocation technology and artificial intelligence to validate information provided by the End User or purchaser for compliance with applicable export control laws.

   b. Compare relevant order information against databases of Denied Persons, Specially Designated Nationals, Restricted Countries and numerous other U.S. Government lists, and analyze transactions against those on the lists.

3.   Conduct a secondary check on the transaction history of an End User’s IP address to identify any inconsistencies in ship-to or bill-to requests.

Digital River hereby certifies that it will not sell any Symantec Product that is controlled for export purposes, and, in particular those goods identified as “dual use” items under the EU legislation, to any military entity or to any other entity for any military purpose, nor will it sell any Symantec Product for use in connection with chemical, biological or nuclear weapons or missiles capable of delivering such weapons. Digital River understands and agrees that Symantec Product containing encryption may require action on its behalf prior to sale into certain countries and to persons or entities within those countries. It is Digital River’s responsibility to comply with all applicable international, national, state, regional and local laws, regulations and any export licenses (when notified by Symantec from time to time) in performing its duties hereunder and in any of its dealings with respect to Symantec Products.

As the exporter of record, Digital River agrees to take any and all actions necessary to comply with applicable United States and European Union (in particular as implemented in Ireland) export laws and regulations in its performance of any Agreement with Symantec, including making determinations of final destination of Symantec Product(s) licensed to End Users in the Digital River’s authorized sales territory (“Territory”) that may be intended for re-export or transfer to a location outside of the Territory. Digital River agrees that any export or re-export of Symantec Product by Digital River shall be done in accordance with the United States Export Administration Regulations, European Regulations (including Council Regulation EC No 1334/2000 of 22 June 2000) and Irish Department of Enterprise Trade and Employment regulations including reporting compliance. Diversion contrary to U.S. and Irish law is prohibited. Symantec Product is currently prohibited for export or re-export to Cuba, North Korea, Iran, Iraq, Libya, Syria and Sudan or to any country subject to relevant EU trade sanctions. In addition, Symantec Product is prohibited for export or re-export to any person or entity on the U.S. Department of Commerce Denied

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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Persons, Entities and Unverified Lists, the U.S. Department of State’s Debarred List, or on the U.S. Department of Treasury’s lists of Specially Designated Nationals, Specially Designated Narcotics Traffickers or Specially Designated Terrorists.

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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EXHIBIT H

SECURITY REQUIREMENTS

Security Requirements for Vendors Providing Services on Behalf of Symantec

Revised May 30, 2003

Version 1.4.5

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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TABLE OF CONTENTS

1.	Network-Level Requirements	3
2.	Operating System-Level Requirements	3
3.	Application-Level Requirements	4
4.	Use of Encryption	4
5.	Audit Requirements	4

Revision History:

Date	Author	Description
17/11/00	Tim Mather	- Updated format - - Updated BS 7799 reference (now ISO Recommendation 17799) - - Updated phone number for Tim Mather
1/1/01	Tim Mather	- Updated logos - - Andersen Consulting now Accenture
3/13//01	Tim Mather	- Added section on use of encryption
9/22/01	Tim Mather	- Revisions to requirements in all sections
8/11/02	Tim Mather	- Link for NIST’s NIAP evaluated products.
2/9/03	Tim Mather	- Updated hyperlink for ICSA Labs
3/24/03	Tim Mather	- Updated Symantec product names
5/9/03	Tim Mather	- Title change to document
5/30/03	Tim Mather	- Update requirements 1.3 and 2.2: “or” instead of “and”

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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Introduction

            These security requirements pertain to non-Symantec organizations, which will be providing services to, or on behalf of, Symantec. This might include product information that is relied upon by our Customers, electronic delivery of products or Certified Definitions for viruses, or the collection of registration information.

            There are five (5) sets of requirements for providing services to, or on behalf of, Symantec. Those requirements are:

1.   Network-Level Requirements: Vendor shall have a security program that comprehensively addresses network-level requirements similar to that detailed in the European Computer Manufacturers Association (ECMA) Standard 271, Extended Commercially Oriented Functionality Class for Security Evaluation (E — COFC), dealing with issues such as access control, accountability and audit. (See http://www.ecma.ch/.)

1.1.	International Computer Security Association (ICSA) Labs1 or Trust Technology Assessment Program (TTAP)2 certified firewall shall be used to protect servers hosting Symantec information. This requirement shall be implemented as a condition of service before going live.
1.2.	A network-based intrusion detection system (IDS; e.g., Symantec’s ManHunt or a freeware product such as Snort) shall monitor the segment(s) on which servers hosting Symantec information are logically located. This requirement shall be implemented within six (6) months of contract signing date.
1.3.	Vulnerability assessment and/or penetration testing, using commercial products (e.g., Symantec’s Symantec Vulnerability Assessment) or freeware (e.g., Nessus), of the segment(s) on which servers hosting Symantec information are logically located shall be conducted at least twice a year.

2.   Operating System-Level Requirements: Vendor shall have a security program that comprehensively addresses operating system-level requirements, similar to that detailed in the European Computer Manufacturers Association (ECMA) Standard 205, Commercially Oriented Functionality Class for Security Evaluation (COFC), dealing with issues such as identification and authentication, access control, accountability and audit, and password requirements. (See http://www.ecma.ch/.)

2.1.	A host-based intrusion detection system (IDS) shall monitor the server(s) on which Symantec information is hosted (e.g., Symantec’s Host Intrusion Detection System or a freeware product such as Logsurfer). This requirement shall be implemented within six (6) months of contract signing date.
2.2.	Vulnerability assessment and/or penetration testing, using commercial products (e.g., Symantec’s Enterprise Security Manager) or freeware (e.g., Cerberus’ Internet Scanner), of the servers(s) on which Symantec information is hosted shall be conducted at least twice a year.
2.3.	Operating system(s) for servers used shall “hardened” prior to use, according a recognized “best practices” configuration. Operating system(s) for servers shall not be operated with an “out of the box” configuration. This requirement shall be implemented as a condition of service before going live.

2.3.1.   Several organizations and vendors have documentation, checklists, or tools designed to facilitate this security configuration process, and are generally recognized as “best practices”. For example,

2.3.1.1.	Microsoft Windows NT 4.0 Server: Trusted Systems Services / National Security Agency’s “Windows NT Security Guidelines”.
2.3.1.2.	Microsoft Windows 2000 Server: National Security Agency’s “Windows 2000 Security Recommendation Guides”.
2.3.1.3.	Solaris: Sun’s Solaris Security Toolkit

2.4.   Vendor shall have a comprehensive anti-virus software deployment, preferably in a three tiered

1	http://www.icsalabs.com/html/communities/firewalls/newsite/cert.shtml
2	http://niap.nist.gov/cc-scheme/ValidatedProducts.html — firewalls

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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deployment (i.e., at the gateway, server, and client-level), and preferably using Symantec products.

2.5.   Service provider shall have a documented patch management program.

3.   Application-Level Requirements

3.1.	Vulnerability assessment and/or penetration testing, using commercial products or freeware, of the installed application(s) providing Symantec information shall be conducted at least twice a year.
3.2.	Service provider shall have a documented patch management program, and shall adhere to application vendor’s recommendations for “best practices”.

4.   Use of Encryption

4.1.   Encryption shall be used under the circumstances listed below.

4.1.1.   If personal information is collected from a Customer, then session encryption shall be used to protect the privacy of that information during collection. For example, if a Customer fills-in a Web-based form with personal information, then Secure Sockets Layer (SSL, version 3.0) shall be used to protect that session.

4.1.1.1.	Use of SSL shall be with “strong encryption” (i.e., 128-bit) using a “step-up” technology (i.e., 40-bit browsers are stepped up to 128-bits), such as a Secure Site Pro certificate (Global Server ID) from VeriSign, or a SuperCert from Thawte.
4.1.1.2.	Use of SSL version 2.0 is not permitted because of known security weaknesses.

4.1.2.	Personal information collected from a Customer, or a Symantec employee, shall be stored encrypted, using “strong encryption” (i.e., ³ 112-bit symmetric).
4.1.3.	If Symantec personnel logon to a server (e.g., to upload content, or to perform any administrative function), then that logon shall utilize session encryption to protect authentication information (e.g., username + password). This session encryption may be SSL or Secure Shell (SSH). Use of insecure means for logon (i.e., username + password transmitted in the clear) is not permitted.

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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5.   Compliance Verification Requirements

5.1.   Service provider shall undergo an annual audit by a “nationally recognized” information security firm, as mutually agreed upon by Symantec and the vendor prior to conduct of the audit., to certify compliance with all requirements. Initial audit shall be completed within one (1) year of contract signing date.

5.1.1.1.   Audit methodology shall be:

5.1.1.1.1.	British Standard (BS) 7799, “Code of practice for information security management” (now ISO Recommendation 17799), or
5.1.1.1.2.	SAS3 70 Type II – if it’s control objectives match BS 7799 controls, or
5.1.1.1.3.	AICPA SysTrust

5.1.1.2.   Full copy of audit report shall be provided by the “nationally recognized” information security firm to Symantec within two weeks of completion.

5.2.   Small contracts

5.2.1.   Vendors whose contracts are less than USD $50,000.00 annually with Symantec may chose instead to be audited directly by Symantec Security Services to fulfill audit compliance and verification of all security requirements.

Questions concerning these requirements should be directed to your Symantec Account Manager, Karen
Miller, Symantec’s Director of E-commerce Marketing at (541) 335-5769 or kmiller@symantec.com

³ American Institute of Certified Public Accounts (AICPA; http://www.aicpa.org/) Statement on Accounting Standards (SAS).

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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EXHIBIT I

SITE REPORTING REQUIREMENTS

The following reports shall be made available through Digital River’s online remote management tool, or if not available through the remote management tool, sent electronically to Symantec no later than every Tuesday by 12:00 p.m. Pacific Standard Time for the previous week’s information, and no later than the 10^th calendar day of each month for the prior month’s information. Digital River’s report generator shall have the capability to provide all reports in formats that are grouped and/or able to be sorted by region and/or country.

1.   Customer Support Metrics. This report outlines the Customer support metric goal, actual Customer support performance, and the variance between the actual performance and the metric goal. This information must be provided for the entire Storefront and divided between Sub-sites within the Storefront and countries. The following information is required to be reported:

a.	Total number of Issues.
b.	Total number of telephone calls.
c.	Total number of e-mail messages.
d.	Total number of Issues by sub-site.
e.	Total number of Issues by Wrap Up Codes.
f.	Volume of telephone call transfers to Symantec and/or other retailers.
h.	Total number of abandoned telephone calls, and average time to abandonment.
i.	Average length of telephone calls.
j.	Average queue time of telephone calls.

2.   Order Processing and Shipping Metrics. This report outlines the order processing and shipping metrics, and actual performance. This information must be provided for all Sub-sites within the Storefront. This report must also be compiled into a summary report for the entire Storefront. The following information is required to be reported:

a.	Ratios of orders booked to orders shipped.
b.	Breakdown of orders booked according to the reasons why they were not processed.

3.   Download Reports. This report outlines the download of Symantec Products. The following information is required to be reported (except as limited by the Wrapper Technology):

a.	Types of downloads broken down between Purchase First, Try/Buy and Try Before you Buy.
b.	Total number of Symantec Products downloaded successfully and unsuccessfully.
c.	Total number of attempts to download Symantec Products (“Attempts”). An “Attempt” is defined as any request that is registered server-side to initiate a download.

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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d.	Total number of successful downloads (“Successful Download”). A “Successful Download” is defined as a complete download of an item as indicated on a server log.
e.	Total number of abandoned downloads.
f.	Success Percentage, which is defined as a percentage of download Attempts that result in Successful Downloads.

4.   Sales Reports. This report outlines the sales of Symantec Products to End Users. Orders electronically placed through the Internet from within Symantec Products must be recorded and reported. The following information is required to be reported:

a.	Symantec Product SKUs.
b.	Symantec Product titles.
c.	Units of Symantec Products sold and revenues that resulted from sales.
d.	Dates, including the month and quarter, End Users purchased Symantec Products.
e.	Sub-sites where End Users purchased Symantec Products.
f.	Media type.
g.	Purchase option elected by the End User, e.g., Try/Buy, ESD purchase or packaged product purchase.

5.

Inventory Levels. This report indicates the number of units of inventory of each Symantec Product that are held by Digital River, separated out by each SKU. Such report shall include the Symantec Product name, SKU, number of units actually held in inventory, and the number of units that would represent four weeks and six weeks of inventory based on Symantec’s forecast for the Storefront for the applicable quarter.

6.

Report Formats. Digital River shall provide Symantec with a separate sales report and a returns report for each Market Partner in electronic format no later than the 30th calendar day of each month for the prior month’s sales and returns. These two files shall contain the information described below, and should be sent to ESDSALES@symantec.com in standard ASCII format (comma delimited, i.e., quotes around the text). Symantec shall also have access to all reports on a weekly basis and reserves the right to request reports more than once a month.

Sales report required information and format for Affiliates and Commission Junction, Inc.

•   status of order (paid and shipped),

•   dollar amount of total sale per transaction,

•   the website the purchaser cam from and campaign ID used,

•   the order identification number,

•   transaction tracking number, and

•   the date and time of order.

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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Sales report required information and format for Market Partners:

•   Indicate the Storefront Name and Campaign URL, and the reporting period

•   For all units sold, include: Symantec SKU (“part number”), name of Symantec Product, number of units sold, distribution cost, total distribution revenue, which countries in the Territory the Symantec Products were sold into and the transaction date. Reports should be summarized by Storefront and Campaign URL; Symantec SKU; and number of units sold should be separated from any returns.

•   Include a calculation of the total amounts due Symantec from Digital River for products sold by Digital River during the reporting period, with subtotals for each Storefront.

•   A monthly hardcopy sales report with a check, or alternatively, as indicated below, an authorized wire transfer for amounts due from Digital River is due to market partner no later than the 20^th calendar day of each month.

The report and check (if applicable) should be sent to market partners address listed on the Storefront Initiation Form:

7.   Partner Site Reporting Requirements. In addition to the current reporting and records requirements of Section 9 and Exhibit I of the Agreement, as amended, the following provisions shall be added to the Agreement under Exhibit I to govern certain reporting requirements by Digital River to both Symantec and such third party Partners concerning the various Site arrangements for Symantec Partner relationships, which were added under the Agreement by this Sixth Amendment. All other non-conflicting reporting requirements by Digital River concerning this reporting and related matters shall remain unchanged by this Sixth Amendment. The new provisions added to Exhibit I are as follows:

Partner Site Reports. Except as specifically set forth in any particular Back End Agreement, and in addition to all other non-conflicting reporting requirements, as set forth in the Agreement and this Exhibit I, as amended to date, Digital River reporting shall comply with the terms:

(a) Download Sites. Digital River shall record all downloads of Symantec Products. Digital River shall report all such downloads to Symantec on any Download Site, per Download Site. The reports for Download Sites shall include: (i) the number of units of Symantec Product downloaded, by product name, (ii) the coupon number, if applicable, redeemed, (iii) the date of each download, (iv) the type of product version, as in Macintosh or PC version, and (v) any other Site statistics, such as traffic in a traffic analysis report per the Back End Agreement requirements. Digital River shall provide Symantec with both a separate penetration report by the tenth (10^th ) day of each month for the prior month sales and a separate “Partner” report in electronic format no later than the fifteenth (15^th) calendar day of each month for the prior month’s downloads, except as otherwise agreed to in the separate Back End Agreements. The Partner report may need to contain only a subset of the foregoing or some additional information and Digital River agrees to comply with such other special requirements, as may be agreed to and set forth in the relevant Back End Agreement for such Partner. The Partner report, which will be customized, if applicable, per the terms of the Back End Agreement, should be sent to the Partner, only after approval by Symantec, but no later than the twentieth (20^th) calendar day after the end of each calendar quarter except as otherwise agreed in separate Back End Agreements, at the Partner’s reporting address listed in the Back

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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End Agreement for such Partner. Symantec shall also have access to all reports on a weekly basis and reserves the right to request reports more often than once a month.

(b) Store Sites. Digital River shall provide Symantec with a penetration report by the tenth (10^th ) day of each month for the prior month sales, as well as a Partner report quarterly by the fifteenth (15^th) day of the month for the prior quarter, both as a separate sales report and a separate report for each Partner in electronic format no later than the fifteenth (15^th) calendar day of each month for the prior month’s sales and returns, except as otherwise agreed in separate Back End Agreements, and comply with such other special requirements, as may be agreed to and set forth in the relevant Back End Agreements. The Partner report will be a subset of the information in the Symantec report, and typically should only contain the total number of units, by Symantec Product, of the Symantec Product sold and the detailed revenue share calculation, but which report shall be customized, as applicable per the Back End Agreement. The Partner report (after approval by Symantec), and check if applicable, is due to the Partner no later than the twentieth (20^th) calendar day after the end of each calendar quarter and should be sent to the Partner’s address listed in the Back End Agreement for such Partner. Symantec shall also have access to all reports on a weekly basis and reserves the right to request reports more often than once a month.

(c) Requirements for Report to Symantec. Unless and until such future on-line reporting method provided by Digital River is available in such format which shall be detailed in a writing and approved as being satisfactory in writing and signed by an authorized signatory of Symantec, the sales report to Symantec shall include the following information and be in the following format:

     (i) Indicate the Site by Partner name and URL, and the reporting period;

     (ii) For all units of Symantec Product sold, include: Symantec SKU (“part number”), name of the Symantec Product, number of units sold, unit sales price charged to the End User, total distribution revenue, which countries in the Territory the Symantec Products were sold into and the transaction date.

     (iii) Reports should be summarized by Site and URL; Symantec SKU; and number of units sold should be separated from any returns;

     (iv) A revenue share calculation for each Partner, which includes that particular Partner’s formula and revenue share percentage, as indicated in the Back End Agreement;

     (v) Include a calculation of the total amounts due to Symantec from Digital River for Symantec Products sold by Digital River during the reporting period, with subtotals for each Site; and

     (vi) Reporting should be separately by territory, which consists of the (i) the Americas, which consists of North America and South America, (ii) AsiaPac which is the Asian and Pacific rim countries and (iii) EMEA, which consists of Europe, Middle East and Africa.

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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EXHIBIT J

TERMINATION PROCEDURES

Digital River shall carry out the following termination procedures upon termination or expiration of this Agreement:

For a period of two months after the termination or expiration of this Agreement (the “Transition Period”), Digital River shall perform all its obligations and services under this Agreement, including but not limited to continuing to take orders for Symantec Products. Symantec reserves the right, in its sole discretion, to reduce the duration of the Transition Period or Digital River’s obligations during the Transition Period, and will notify Digital River of any such changes. Any Transition Period extensions are to be mutually agreed to by both Parties.

During the Transition Period, Digital River shall also use best efforts to assist Symantec in transferring its Storefront responsibilities to Symantec or a third party authorized by Symantec. Such assistance shall include, but not limited to, the following requirements, which shall be performed by Digital River * to Symantec:

1.	Customer Information and Databases. Digital River shall ensure that all Customer data, including Customer names, Key server data, licensing information on individual Customer records, and telephone numbers, are provided to Symantec in the file format to be mutually agreed upon by the Parties. Digital River will update Symantec, on a weekly basis, as to any Customer data changes it becomes aware of as a result of Customer support calls, even if such changes are received after the Storefront has been transitioned to Symantec. Digital River’s notification obligations shall not extend for more than a period of one month after the Transition Period expires.
2.	URLs. At termination, Digital River will ensure that any links to the Symantec Storefront or related sites hosted by Digital River are appropriately redirected to new mutually agreed upon URLs or IP addresses. Digital River will assist Symantec in redirecting all links, including the forwarding of any Storefront e-mail services, to Symantec or a new Storefront location to be decided at termination.
3.	Transition Notifications. During the Transition Period, Digital River will provide required notifications on the Symantec Storefront regarding the transition plan from Digital River to Symantec or another party. Any transition notifications must be approved by Symantec. Transition notifications include messages regarding Storefront downtime.
4.	Marketing Programs. Upon notice of termination, Symantec shall have the discretion to decide whether to immediately terminate any current or planned marketing arrangements.
5.	Support/Fulfillment. Digital River shall not claim any exclusive rights when contracting with third party vendors for Customer support or order fulfillment during the term of this Agreement. After the Agreement’s termination, Symantec will have all rights to retain the same vendors obtained by Digital River during the term of this Agreement. If Symantec decides to retain such vendors, it will establish separate service agreements with such vendors. Further, Digital River shall not enter into any contracts with vendors which would bind Symantec to Digital River obligations under such contracts when the Agreement expires or terminates. Symantec has all rights not to obtain such vendors upon the Agreement’s termination or expiration, and may select other vendors that were not retained by Digital River.
6.	Telephone Call Support. Digital River will ensure that Symantec possesses the latest telephone scripts and procedures during the Transition Period. During the Transition Period, Digital River will alter Customer support protocols only based on mutually agreed upon alterations. Such alterations may include implementing automatic forwarding of calls, or performing manual transfers to a location or telephone

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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number(s) specified by Symantec. At the end of the Transition Period, all telephone calls to Digital River personnel, relating to Symantec Products and services, including Customer support calls, shall be automatically transferred or forwarded to Symantec, at Symantec’s expense.

7.	Storefront Content. Digital River will provide all graphics and text (HTML) files to Symantec used on the Storefront during the term of this Agreement. Digital River shall transfer a source database to Symantec in a format mutually agreed to by the Parties during the Transition Period. During the Transition Period, Symantec shall have rights to request up to three (3) transfers of all Storefront Content.
8.	Redirection of Telephone Numbers. The toll free and toll share numbers referenced in Section 3.b(vi)(a) and 3.b(vi)(b) shall be redirected to telephone numbers selected by Symantec. Any cost of such redirect shall be paid by Symantec.
9.	Processing of Try/Buy Keys. During the Transition Period and for 30 days thereafter, Digital River shall continue to provide purchase transaction services for Try/Buy Symantec Products that were that were downloaded or ordered by Customers prior to the Agreement termination date.

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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EXHIBIT K

SYMANTEC SELL THROUGH REPORTING

PROCEDURES AND POLICIES

1. EDI Sell-Through Reporting Requirements

Americas (including LAM)		EMEA		Asia Pac
•	Daily	•	Daily	•	Daily
•	Via EDI	•	Via EDI	•	Via EDI
•	Fields:	•	Fields:	•	Fields:
	Customer name		Customer name		Customer name
	Customer address (bill to)		Customer address (bill to)		Customer address (bill to)
	Customer Address (ship to)		Customer Address (ship to)		Customer Address (ship to)
	Customer email address		Customer email address		Customer email address
	Product		Product		Product
	P/N		P/N		P/N
	Qty		Qty		Qty
	Price (matching price list)		Price (matching price list)		Price (matching price list)
	Country code		Promo Code (Symc. ID which drives correct price for promotions)		Country code
			Country code

2. Product Returns Reporting Requirements

Americas (including LAM)		EMEA		Asia Pac
•	Daily via EDI	•	Daily via EDI	•	Daily via EDI
•	Fields:	•	Fields:	•	Fields:
	Customer Name		Customer Name		Customer Name
	Customer Address (bill to)		Customer Address (bill to)		Customer Address (bill to)
	Customer email address		Customer email address		Customer email address
	Product description		Product description		Product description
	P/N		P/N		P/N
	Qty		Qty		Qty
	Price		Price		Price
	Country code		Country code		Country code
	Promo code/campaign ID		Promo code/campaign ID		Promo code/campaign ID

3. Wire Transfer Information

Americas (including LAM)	EMEA	Asia Pac
*	*	*

4. Accounts Receivable

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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Americas (including LAM)	EMEA	Asia Pac
Symantec Corporation International Way, Springfield, Oregon 97477	Symantec Limited Schipholweg 103 2316 XC Leiden Netherlands	Symantec Singapore 3 Phillip Street #19-00 Commerce Point
Attn: Credit and Collections Supervisor	Attn: Credit and Collections Supervisor	Singapore 048693 Attn: Credit and Collections Supervisor

5.   Symantec Order Services:

     Symantec Corporation

International Way, Springfield, Oregon 97477

     Attention: Order Services

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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Exhibit L
Shop Symantec Storefront Initiation Form

(Parts I and II to be completed by Symantec)

Business Development Representative Submitting Form (Complete this line in Part I, all of Part II, then submit to Store Coordinator):

PART I

Name	Title	Date
Symantec Storefront Coordinator Approval:
Signature	Name/ Title	Date
Phone	Fax	Email

PART II

Market Partner Name:                                                                                                                                                        &nbs p;        

Requirements (explain promo):

Type of Promo:                                         URL(s) only                      Promo Page A                                         Promo Page B

Requirements of promo:                                                                                                                                                        &n bsp;        

Number of Campaign URLs required:                                                                                                                                             

Date URL Needed:                                                                                                                                                         &n bsp;                           

Partner URLs Customer is Coming From:                                                                                                                                             

Telesales Promo:                                          Email Promo:                                         

Type of Campaign URL’s (check one):                      Pricing Control                      Tracking Referring URL (short ULR for print media):                     Yes                     No

Sample of requested short URL: (software.Symantec.com/partnername/cid#):

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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Launch Date:                                                                                                                             

Term of Promo (expiration date):                                                                                                     

Revenue Share:                     Yes                      No (check one)

If Yes, Digital River, shall, within twenty (20) days of the end of the calendar month, pay an amount equal to the Revenue Share Percentage, indicated below, of the Net Revenue received by Symantec resulting from the End Users of this Symantec Partner, who click through hypertext links on the Storefront and complete the purchase of the Symantec Products from the Storefront only and not from any other site or method (the “Click-Through Sales”). “Net Revenue” shall mean the purchase price paid by Digital River (distribution cost) for the Symantec Products sold through the Storefront as a result of Click-Through Sales due to Symantec, less returns, taxes, shipping and handling charges, and a flat * percent (*%) of such purchase price to take into account the End User rebate redemption.

Revenue Share Percentage:                      %

Products Partner Company Should Receive Revenue Share on: (which products)

Market Partner Contact information:

Reporting Address:

Reporting Requirements (explain & provide example):

Payment Address (if different than reporting address):

PART III: (to be completed by Digital River):

Setting up the promo:

Campaign Specific URLs:

URL 1:                                                                                                                                                                                      

URL 2:                                                                                                                                                                                      

URL 3:                                                                                                                                                                                      

URL 4:                                                                                                                                                                                      

URL 5:                                                                                                                                                                                      

Referring (short) URL:                                                                                                                                             

Date URL(s) sent to Symantec:                                                                                                                                             

Digital River: Please return copy of completed Storefront Initiation Form to the Symantec Storefront Coordinator via facsimile or email before launch. Mail copy with original signature.

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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I hereby confirm and acknowledge the terms set forth in this Exhibit B for this particular project and will proceed subject to, and in accordance with, the terms and conditions of the Agreement between the parties, to which this Exhibit B is incorporated by reference.

Signature Name/ Title Date

Phone Fax Email

Wrapping up the promo:

Digital River: Please return copy of completed Storefront Initiation Form to the Symantec Storefront Coordinator via facsimile or email before launch.

Confirmation of expiration sent by fulfillment to Symantec three days prior to expiration: (date)                                         sent by:                                         

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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EXHIBIT M

Shop Symantec Site Initiation Form

Instructions: The Symantec Business Development Representative submitting this Shop Symantec Site Form (the “Form” or also defined as the “Back End Agreement”), must complete Part I (other than the approval section), all of Part II, and Exhibit M-1 information, as well as attach required Specifications as Exhibit M-1. Then submit the completed Form to Symantec’s E-commerce Site Coordinator. The Symantec E-commerce Site Coordinator then signs off in Part I, indicating all necessary information has been provided and presents it to Digital River. Digital River completes the blanks in Part III and signs this Form. This Back End Agreement becomes part of the Agreement. The Symantec E-commerce Site Coordinator is responsible for tracking and delivering one (1) original, fully executed copy of this Form to Symantec Legal Department, to be stamped as accepted by the Legal Department, and filed as part of the Agreement. Any capitalized terms used herein and not otherwise defined in this Back End Agreement shall have the respective meanings set forth in the Authorized Symantec Electronic Reseller for Shop Agreement by and between Symantec and Digital River, dated December 20, 2000, as amended to-date (the “Agreement”).

PART I: Partner Information, Symantec Business Development Representative’s Information and Symantec’s E-commerce Site Coordinator Approval.

1. Partner Information:

Partner’s Corporate Name :                     

Partner’s Contact Persons Names:                     

Headquarter’s Address:                     

Phone:                                 Fax:                                  Email:                     

2.   Name of Business Development Representative owning the Partner relationship:                     

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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Title :                     

Date Submitted :                     

Contact Information:                     

3.   Symantec E-commerce Site Coordinator Approval:

I hereby verify that all the necessary information has been provided on this Form and all deviations from the standard approach have been discussed with and approved by Digital River.

                                                                                                                                                           & nbsp;                        

Signature of approval from Symantec E-commerce Site Coordinator

Name/ Title:                     

Date :                     

Phone:                                 Fax:                                 Email:                     

PART II: Description of Promotion and Category of Partner Relationship.

1.   Type of Site (check one):

a.     o  Download Site

b.    o  Generic Store (only Symantec Marks) with a separate Site Identification

c.    o  Co-branded Store (Both Symantec and Partner Marks)

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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2.   Type of Sales Transaction Involved (check one):

a. o Direct Sale by Symantec If checked, Digital River shall create, launch and host the Site in return for the “per transaction or per download fee” to be paid to Digital River, as indicated in Part III, item 2. Under a Direct Sale, check here if boxed Symantec Product is required to be delivered under this Direct Sale wherein Digital River shall be paid ERP o and explain under what circumstances Digital River will provide boxed Symantec Product to the Customer:                     

b. o Standard resale transaction under the terms of the Agreement with Digital River. In this situation, Digital River pays Symantec ERP and sets the pricing on the Site.

3. Site Specifications and Requirements. The Site is to be built in accordance with the Specifications attached hereto as Exhibit M-1, which are hereby incorporated by reference, with the look and feel indicated in the Specifications and the Site shall meet all the requirements and functionality indicated in the Specifications, as well as the following additional special requirements and functionality not otherwise indicated in the attached Specification:

The attached Specifications which were approved by the Partner on:                     (Date final approval from Partner received).

4. Anticipated Time Period Site to be Active. The Site is anticipated to be active by the Partner per the terms of the Front End Agreement between Symantec and the Partner until:                     (date), which is subject to change by written notice to Digital River by Symantec.

5. Sales Promotion. Describe the sales promotion of the Partner and indicate all additional requirements and special services required as part of the promo and the Site, such as any instant rebates or electronic coupons:                     

6. Number of Site URLs required:                     

7. Date URLs Needed:                     

8. Allowed URLs (as designated by Partner as the URLs Where End User may be directed from, such as the Partner’s

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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homepage, coupons, email promos, etc):                     

Does Partner require access to the Site be restricted to only End Users coming from Allowed URLs: o Yes o No

If yes, the Authentication Page requirements and verbiage are as follows:                     

9. Telesales Promo (describe):                     

10. Email Campaign Promo:                     

11. Referring URL (short URL for print media, For example: software.Symantec.com/partnername/cid#):

o Yes o No

12. Launch Date for Symantec, i.e. delivery of fully functional, activated Site:                       

13. Revenue Share: o Yes o No (check one)

If Yes, Digital River, shall, within twenty (20) days of the end of the calendar quarter, pay an amount equal to the Revenue Share Percentage, indicated below, of the Net Revenue received by Symantec resulting from the End Users of this Symantec Partner, who click through hypertext links on the Site and complete the purchase of the Symantec Products from the Site only and not from any other site or method (the “Click-Through Sales”). “Net Revenue” shall mean the ERP ( i.e. the purchase price paid by Digital River) for the Symantec Products sold through the Site as a result of Click-Through Sales due to Symantec, less returns, taxes, shipping and handling charges, and a flat ten percent (10%) of ERP take into account the End User rebate redemption.

a. Revenue Share Percentage:                      %

b. The Symantec Products that Partner will receive a Revenue Share on:                     

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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14. Reporting Requirements:

a. Report Due Date to Symantec:                     

b. Report Due Date to Partner:                     

          c. All reports must be sent to Symantec first for review and only after Symantec has signed off, will Digital River deliver the report to the Partner at the following Partner designated reporting address:                     

          d. Additional Reporting Requirements other than what is indicated in the Agreement. Explain the exact components that differ from the terms of the Agreement, if any, and also provide example:                     

15. Effective Date for this Back End Agreement: (date)

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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PART III: This Part is to be completed by Digital River and signed and returned to the Symantec E-commerce Site Coordinator.

1. Basic Site Information. The Site has been set up with the following Site address, with the following URLs:

a.	Site Address:
b.	URLs:
c.	URL 1:
d.	URL 2:
e.	URL 3:
f.	URL 4:
g.	URL 5:
h.	Referring (short) URL:
i.	Date URL(s) were sent or will be sent to Symantec:
j.	If so required, verification that only the Allowed URLs have access: o Yes   o No (check one)

2. Direct Sale Per Transaction Fee: If Part II, Item 2.a is checked, Digital River hereby agrees to a total fee per transaction as indicated for the Site if this Site is a “direct sale” from Symantec to the Partner or Partner’s End Users and not a traditional resale transaction:                            

3. Signing and Returning the Form:

Instructions to Digital River: Please return an original signed copy of completed Site Initiation Form to the Symantec Site Coordinator via facsimile and mail one copy with original signature within one week of receiving this request.

I hereby confirm and acknowledge the terms set forth in this Form or Back End Agreement for this particular Site and will proceed subject to, and in accordance with, the terms and conditions of this Back End Agreement and the terms of the Agreement, to which this Form is incorporated by reference.

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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Signature of Authorized person at Digital River.

Name/ Title:                     

Date:                     

Phone:                                          Fax:                                Email:                     

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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4. For Future Use, Upon Completion of Site/Promo. When the promo is completed and the Site is taken down with only a redirect message being launched, Digital River will complete the following on its copy of the fully signed Form and provide the completed Form to The Symantec E-commerce Site Coordinator no less than three (3) days prior to expiration of the Promo:

a.	Partner Name:
b.	Effective Date of Form under which this Site is initiated:           (date)
c.	The actual Promo has completed and no further sales activity is possible as of:           (date)
d.	The Site will be completely disabled and a redirect message will be launched as of:            (date); and shall continue until:           (date)

Signature of Authorized person at Digital River.

Name/ Title:                     

Date:                     

Phone:                                          Fax:                                Email:                     

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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Exhibit M-1

The attached Specifications apply to the Partner Site (name of Partner and date of Form)                      and shall become part of the Agreement, and are incorporated herein by reference.

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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EXHIBIT N

SITE TESTING STANDARDS AND CRITERIA

The Site shall be tested to ensure it is in complete compliance with all the requirements set forth in the Agreement, the Back End Agreement, and the Specifications, in accordance with the following standards and requirements (hereafter referred to as “QA”), which standards and requirements may be amended, from time to time, upon mutual agreement by the parties.

1. The Site design and functionality shall be fully tested in QA by Digital River before its own final testing and provided then to Symantec to review and provide feedback on prior to completion of the QA process. All feedback provided by Symantec and the Partner, through Symantec, shall be implemented.

2. The Site and all aspects of any promotion shall then be tested by Digital River to ensure it is in full compliance in terms of design, look and feel and functionality with the relevant final Specifications and the terms and descriptions set forth in the Back End Agreement.

3. After QA has been signed off by Digital River and Symantec in steps one and two, then secured access to the Site shall be provided to Symantec, and only as indicated by Symantec, to the Partner, for testing by Symantec and the Partner. This access shall be pursuant to a URL to the server of Digital River, known as the QA server. No one other than Symantec and the Partner shall be able to access the Site at this point in time.

4. Digital River shall also provide testing access to the Site to both Symantec, and the Partner pursuant to Symantec’s instructions, via any promotional process as a test run, such as an e-mail address, coupon or other testing harness that provides authorization access to the secure Site.

5. Digital River agrees that no less than ten (10) business days shall be allowed for the participation of Symantec and the Partner in the above outlined QA process for the purposes of allowing Symantec and the Partner to test the Site, as indicated above, and to allow at least three (3) business days for Digital River to make any final changes, Corrections and again QA to the Site.

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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EXHIBIT O

APPROVED SHIPPING COSTS

								Max Ship
Agent	Location	Continent	Ship Code		Currency	Ship Price		Weight
FedEx	Africa	3 - Africa		198	US Dollar		65.95	1 lbs
FedEx	Africa	3 - Africa		198	US Dollar		65.95	2 lbs
FedEx	Africa	3 - Africa		198	US Dollar		105.95	5 lbs
FedEx	Africa	3 - Africa		198	US Dollar		125.95	10 lbs
FedEx	Africa	3 - Africa		198	US Dollar		207.95	30 lbs
FedEx	Africa	3 - Africa		198	US Dollar		301.95	50 lbs
FedEx	Africa	3 - Africa		198	US Dollar		384.95	70 lbs
FedEx	Africa	3 - Africa		198	US Dollar		478.95	90 lbs
FedEx	Africa	3 - Africa		198	US Dollar		578.95	110 lbs
FedEx	Africa	3 - Africa		198	US Dollar		683.95	130 lbs
FedEx	Africa	3 - Africa		198	US Dollar		789.95	150 lbs
FedEx	Alaska and Hawaii	1 - North America		198	US Dollar		21.95	1 lbs
USPS	Alaska and Hawaii	1 - North America		198	US Dollar		7.45	1 lbs
FedEx	Alaska and Hawaii	1 - North America		198	US Dollar		39.95	2 lbs
USPS	Alaska and Hawaii	1 - North America		198	US Dollar		9.95	2 lbs
FedEx	Alaska and Hawaii	1 - North America		198	US Dollar		41.95	5 lbs
USPS	Alaska and Hawaii	1 - North America		198	US Dollar		17.45	5 lbs
FedEx	Alaska and Hawaii	1 - North America		198	US Dollar		71.95	10 lbs
USPS	Alaska and Hawaii	1 - North America		198	US Dollar		25.95	10 lbs

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

92

								Max Ship
Agent	Location	Continent	Ship Code		Currency	Ship Price		Weight
FedEx	Alaska and Hawaii	1 - North America		198	US Dollar		71.95	30 lbs
USPS	Alaska and Hawaii	1 - North America		198	US Dollar		68.95	30 lbs
FedEx	Alaska and Hawaii	1 - North America		198	US Dollar		101.95	50 lbs
USPS	Alaska and Hawaii	1 - North America		198	US Dollar		109.95	50 lbs
FedEx	Alaska and Hawaii	1 - North America		198	US Dollar		139.95	70 lbs
USPS	Alaska and Hawaii	1 - North America		198	US Dollar		150.95	70 lbs
FedEx	Alaska and Hawaii	1 - North America		198	US Dollar		179.95	90 lbs
USPS	Alaska and Hawaii	1 - North America		198	US Dollar		195.95	90 lbs
FedEx	Alaska and Hawaii	1 - North America		198	US Dollar		218.95	110 lbs
USPS	Alaska and Hawaii	1 - North America		198	US Dollar		237.95	110 lbs
FedEx	Alaska and Hawaii	1 - North America		198	US Dollar		255.95	130 lbs
USPS	Alaska and Hawaii	1 - North America		198	US Dollar		279.95	130 lbs
FedEx	Alaska and Hawaii	1 - North America		198	US Dollar		292.95	150 lbs
USPS	Alaska and Hawaii	1 - North America		198	US Dollar		322.95	150 lbs
FedEx	Australia and New Zealand	5 - Australia		198	US Dollar		38.95	1 lbs

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

93

								Max Ship
Agent	Location	Continent	Ship Code		Currency	Ship Price		Weight
FedEx	Australia and New Zealand	5 - Australia		198	US Dollar		41.95	2 lbs
FedEx	Australia and New Zealand	5 - Australia		198	US Dollar		54.95	5 lbs
FedEx	Australia and New Zealand	5 - Australia		198	US Dollar		60.95	10 lbs
FedEx	Australia and New Zealand	5 - Australia		198	US Dollar		113.95	30 lbs
FedEx	Australia and New Zealand	5 - Australia		198	US Dollar		164.95	50 lbs
FedEx	Australia and New Zealand	5 - Australia		198	US Dollar		214.95	70 lbs
FedEx	Australia and New Zealand	5 - Australia		198	US Dollar		264.95	90 lbs
FedEx	Australia and New Zealand	5 - Australia		198	US Dollar		250.95	110 lbs
FedEx	Australia and New Zealand	5 - Australia		198	US Dollar		365.95	130 lbs
FedEx	Australia and New Zealand	5 - Australia		198	US Dollar		421.95	150 lbs
FedEx	Canada	1 - North America		198	US Dollar		27.95	1 lbs
Purolator	Canada	1 - North America		198	US Dollar		17.95	1 lbs
FedEx	Canada	1 - North America		198	US Dollar		27.95	2 lbs
Purolator	Canada	1 - North America		198	US Dollar		18.45	2 lbs
FedEx	Canada	1 - North America		198	US Dollar		28.95	5 lbs
Purolator	Canada	1 - North America		198	US Dollar		23.45	5 lbs
FedEx	Canada	1 - North America		198	US Dollar		37.95	10 lbs
Purolator	Canada	1 - North America		198	US Dollar		31.95	10 lbs

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

94

								Max Ship
Agent	Location	Continent	Ship Code		Currency	Ship Price		Weight
FedEx	Canada	1 - North America		198	US Dollar		59.95	30 lbs
Purolator	Canada	1 - North America		198	US Dollar		64.95	30 lbs
FedEx	Canada	1 - North America		198	US Dollar		79.95	50 lbs
Purolator	Canada	1 - North America		198	US Dollar		98.95	50 lbs
FedEx	Canada	1 - North America		198	US Dollar		95.95	70 lbs
Purolator	Canada	1 - North America		198	US Dollar		132.95	70 lbs
FedEx	Canada	1 - North America		198	US Dollar		110.95	90 lbs
Purolator	Canada	1 - North America		198	US Dollar		165.95	90 lbs
FedEx	Canada	1 - North America		198	US Dollar		121.95	110 lbs
Purolator	Canada	1 - North America		198	US Dollar		199.95	110 lbs
FedEx	Canada	1 - North America		198	US Dollar		142.95	130 lbs
Purolator	Canada	1 - North America		198	US Dollar		232.95	130 lbs
Purolator	Canada	1 - North America		198	US Dollar		267.95	150 lbs
FedEx	Canada	1 - North America		198	US Dollar		164.95	150 lbs
FedEx	Europe	4 - Europe		198	US Dollar		39.95	1 lbs
FedEx	Europe	4 - Europe		198	US Dollar		42.95	2 lbs
FedEx	Europe	4 - Europe		198	US Dollar		61.95	5 lbs
FedEx	Europe	4 - Europe		198	US Dollar		65.95	10 lbs
FedEx	Europe	4 - Europe		198	US Dollar		95.95	30 lbs
FedEx	Europe	4 - Europe		198	US Dollar		132.95	50 lbs
FedEx	Europe	4 - Europe		198	US Dollar		169.95	70 lbs
FedEx	Europe	4 - Europe		198	US Dollar		210.95	90 lbs

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

95

								Max Ship
Agent	Location	Continent	Ship Code		Currency	Ship Price		Weight
FedEx	Europe	4 - Europe		198	US Dollar		239.95	110 lbs
FedEx	Europe	4 - Europe		198	US Dollar		285.95	130 lbs
FedEx	Europe	4 - Europe		198	US Dollar		325.95	150 lbs
FedEx	Japan and Asia	6 - Asia		198	US Dollar		38.95	1 lbs
FedEx	Japan and Asia	6 - Asia		198	US Dollar		41.95	2 lbs
FedEx	Japan and Asia	6 - Asia		198	US Dollar		54.95	5 lbs
FedEx	Japan and Asia	6 - Asia		198	US Dollar		60.95	10 lbs
FedEx	Japan and Asia	6 - Asia		198	US Dollar		92.95	30 lbs
FedEx	Japan and Asia	6 - Asia		198	US Dollar		124.95	50 lbs
FedEx	Japan and Asia	6 - Asia		198	US Dollar		158.95	70 lbs
FedEx	Japan and Asia	6 - Asia		198	US Dollar		195.95	90 lbs
FedEx	Japan and Asia	6 - Asia		198	US Dollar		232.95	110 lbs
FedEx	Japan and Asia	6 - Asia		198	US Dollar		273.95	130 lbs
FedEx	Japan and Asia	6 - Asia		198	US Dollar		315.95	150 lbs
USPS	Lower 48 States	1 - North America		198	US Dollar		7.45	1 lbs
UPS	Lower 48 States	1 - North America		198	US Dollar		7.45	1 lbs
FedEx	Lower 48 States	1 - North America		198	US Dollar		15.95	1 lbs
USPS	Lower 48 States	1 - North America		198	US Dollar		9.45	2 lbs
UPS	Lower 48 States	1 - North America		198	US Dollar		8.95	2 lbs
FedEx	Lower 48 States	1 - North America		198	US Dollar		17.45	2 lbs
USPS	Lower 48 States	1 - North America		198	US Dollar		14.95	5 lbs
UPS	Lower 48 States	1 - North America		198	US Dollar		9.95	5 lbs

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

96

								Max Ship
Agent	Location	Continent	Ship Code		Currency	Ship Price		Weight
FedEx	Lower 48 States	1 - North America		198	US Dollar		20.95	5 lbs
USPS	Lower 48 States	1 - North America		198	US Dollar		19.95	10 lbs
FedEx	Lower 48 States	1 - North America		198	US Dollar		27.45	10 lbs
UPS	Lower 48 States	1 - North America		198	US Dollar		10.95	10 lbs
USPS	Lower 48 States	1 - North America		198	US Dollar		47.95	30 lbs
FedEx	Lower 48 States	1 - North America		198	US Dollar		46.95	30 lbs
UPS	Lower 48 States	1 - North America		198	US Dollar		17.45	30 lbs
FedEx	Lower 48 States	1 - North America		198	US Dollar		66.95	50 lbs
UPS	Lower 48 States	1 - North America		198	US Dollar		24.95	50 lbs
USPS	Lower 48 States	1 - North America		198	US Dollar		75.95	50 lbs
FedEx	Lower 48 States	1 - North America		198	US Dollar		87.95	70 lbs
UPS	Lower 48 States	1 - North America		198	US Dollar		28.95	70 lbs
USPS	Lower 48 States	1 - North America		198	US Dollar		103.95	70 lbs
FedEx	Lower 48 States	1 - North America		198	US Dollar		114.95	90 lbs
USPS	Lower 48 States	1 - North America		198	US Dollar		134.95	90 lbs
UPS	Lower 48 States	1 - North America		198	US Dollar		53.95	90 lbs
USPS	Lower 48 States	1 - North America		198	US Dollar		162.95	110 lbs
UPS	Lower 48 States	1 - North America		198	US Dollar		63.95	110 lbs
FedEx	Lower 48 States	1 - North America		198	US Dollar		137.95	110 lbs
USPS	Lower 48 States	1 - North America		198	US Dollar		189.95	130 lbs
UPS	Lower 48 States	1 - North America		198	US Dollar		72.95	130 lbs
FedEx	Lower 48 States	1 - North America		198	US Dollar		160.95	130 lbs

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

97

								Max Ship
Agent	Location	Continent	Ship Code		Currency	Ship Price		Weight
FedEx	Lower 48 States	1 - North America		198	US Dollar		186.95	150 lbs
USPS	Lower 48 States	1 - North America		198	US Dollar		219.95	150 lbs
UPS	Lower 48 States	1 - North America		198	US Dollar		81.95	150 lbs
FedEx	Mexico and Caribbean	2 - South America		198	US Dollar		33.95	1 lbs
FedEx	Mexico and Caribbean	2 - South America		198	US Dollar		37.95	2 lbs
FedEx	Mexico and Caribbean	2 - South America		198	US Dollar		54.95	5 lbs
FedEx	Mexico and Caribbean	2 - South America		198	US Dollar		60.95	10 lbs
FedEx	Mexico and Caribbean	2 - South America		198	US Dollar		92.95	30 lbs
FedEx	Mexico and Caribbean	2 - South America		198	US Dollar		117.95	50 lbs
FedEx	Mexico and Caribbean	2 - South America		198	US Dollar		152.95	70 lbs
FedEx	Mexico and Caribbean	2 - South America		198	US Dollar		186.95	90 lbs
FedEx	Mexico and Caribbean	2 - South America		198	US Dollar		215.95	110 lbs
FedEx	Mexico and Caribbean	2 - South America		198	US Dollar		254.95	130 lbs

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

98

								Max Ship
Agent	Location	Continent	Ship Code		Currency	Ship Price		Weight
FedEx	Mexico and Caribbean	2 - South America		198	US Dollar		293.95	150 lbs
FedEx	Middle East	6 - Asia		198	US Dollar		40.95	1 lbs
FedEx	Middle East	6 - Asia		198	US Dollar		43.95	2 lbs
FedEx	Middle East	6 - Asia		198	US Dollar		63.95	5 lbs
FedEx	Middle East	6 - Asia		198	US Dollar		79.95	10 lbs
FedEx	Middle East	6 - Asia		198	US Dollar		149.95	30 lbs
FedEx	Middle East	6 - Asia		198	US Dollar		219.95	50 lbs
FedEx	Middle East	6 - Asia		198	US Dollar		279.95	70 lbs
FedEx	Middle East	6 - Asia		198	US Dollar		349.95	90 lbs
FedEx	Middle East	6 - Asia		198	US Dollar		409.95	110 lbs
FedEx	Middle East	6 - Asia		198	US Dollar		479.95	130 lbs
FedEx	Middle East	6 - Asia		198	US Dollar		549.95	150 lbs
FedEx	South America	2 - South America		198	US Dollar		45.95	1 lbs
FedEx	South America	2 - South America		198	US Dollar		49.95	2 lbs
FedEx	South America	2 - South America		198	US Dollar		95.95	5 lbs
FedEx	South America	2 - South America		198	US Dollar		115.95	10 lbs
FedEx	South America	2 - South America		198	US Dollar		180.95	30 lbs
FedEx	South America	2 - South America		198	US Dollar		250.95	50 lbs
FedEx	South America	2 - South America		198	US Dollar		321.95	70 lbs
FedEx	South America	2 - South America		198	US Dollar		366.95	90 lbs
FedEx	South America	2 - South America		198	US Dollar		409.95	110 lbs

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

99

								Max Ship
Agent	Location	Continent	Ship Code		Currency	Ship Price		Weight
FedEx	South America	2 - South America		198	US Dollar		459.95	130 lbs
FedEx	South America	2 - South America		198	US Dollar		529.95	150 lbs

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

100

Sub-site	Shipping Locations for Packaged Symantec Products
United States	United States
Canada	Canada
Puerto Rico and Caribbean	See table below
United Kingdome	United Kingdom, Ireland
Germany	Germany, Switzerland, Austria
France	France
Benelux	Belgium, Netherlands, Luxembourg
Italy	Italy
Spain	Spain
Latin America	See table below

Shipping Locations for Packaged Symantec Products Purchased through the Puerto Rico and the Caribbean Sub-site

Anegada (British virgin Islands)

Anguilla

Antigua and Barbuda

Aruba

Bahamas

Barbados

Belize

Bermuda

Bonaire

Bonaire (Netherlands Antilles)

Cayman Islands

Curacao

Curacao (Netherlands Antilles)

Dominica

Dominican Republic

French Guiana

Shipping Locations for Packaged Symantec Products Purchased through the Puerto Rico and the Caribbean Sub-site (Continued)

Grenada

Guadeloupe

Guyana

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

101

Haiti

Jamaica

Martinique

Montserrat

Puerto Rico

Saba (Netherlands Antilles)

Saint Eustatius (Netherlands Antilles)

St. Croix (US Virgin Islands)

St. John (US Virgin Islands)

St. Kitts and Nevis

St. Lucia

St. Maarten (Netherlands Antilles)

St. Martin

St. Thomas (US Virgin Islands)

St. Vincent and the Grenadines

Suriname

Tortola (British Virgin Islands)

Trinidad and Tobago

Turks & Caicos Islands

Virgin Gorda (British Virgin Islands)

St. Christopher

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

102

Shipping Locations for Packaged Symantec Products Purchased through the Latin America Sub-site

Argentina

Paraguay

Uruguay

Chile

Bolivia

Peru

Ecuador

Colombia

Venezuela

Puerto Rico

Dominican Republic

Panama

Costa Rica

Guatemala

El Salvador

Honduras

Nicaragua

Mexico

United States

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

103

EXHIBIT P

Text of message to be provided to Customers prior to downloading Try/Buy Symantec Products:

“Please fill out all fields below, and press submit. Our server will then send you a confirmation email to verify your email address. Download instructions will be contained in this email.

First Name:

Last Name:

Country:

Email:

Please note: By confirming your email address and downloading this file, you are signing up to receive periodic follow up emails from us. Any emails we send you will contain unsubscribe information, and you may opt-out of future emails at any time.”

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

104

EXHIBIT Q

SPECIFICATIONS FOR THE * WRAPPER INTEGRATION

Digital River will create code and processes that will fulfill the following procedures with the * Wrapper:

Symantec will wrap its products with * wrapper technology and provide the completed purchase first and trialware products to Digital River. Digital River will create and supply the product identification number (PID) to Symantec. Once this is received Symantec can post the products for sale.

Pursuant to the * Technology, the * process is as follows: *

Pursuant to the * Technology, the following * process is desired by Symantec: *

TBYB/Trialware process: *

The first phase of the * integration will begin with the Norton AntiVirus 2002 purchase first and trialware versions. It is the intention of Symantec to add additional products and distribution types, such as OEM, to the * wrapper model once * integration is complete on the Symantec side with *. Symantec will notify Digital River of the release of further products or distribution types via pricelist distribution.

Digital River will support the * wrapper code by using the *

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

105

EXHIBIT R

Specifications for Commerce Flow #111323a

Buy Before Try (BBT) Use Case and Commerce Flow.

*

EXHIBIT S

Specifications for Commerce Flow #111323b

Try Before You Buy (TBYB) Use Case and Commerce Flow.
Assumptions:

*

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

106

EXHIBIT T

Purchase Order Format

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

107

Exhibit U
Digital River’s Roadmap and Schedule for Shipping Into APAC

Digital River shall provide local shipping to the following countries by *:

Taiwan, Hong Kong, Singapore, Australia, New Zealand

Digital River shall provide local shipping to the following countries by *:

China, Japan

Shipments must be made from the Asia Pacific region and not out of the US or EMEA regions.

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

108

Exhibit V
Certification of Software Destruction

By signing below, Digital River agrees that they have taken the necessary steps to delete and destroy the obsolete Symantec Products described in the table below in full compliance with the required process outlined in that certain Amended and Restated Authorized Symantec Electronic Reseller Agreement entered into between Digital River, Incorporated (“Digital River”) and Symantec Corporation with an Amended Date as of July 1, 2003 and such Field Destruction Agreement relating to the following, dated July 22, 2002.

Digital River warrants and represents that the final quantities of product that were destroyed by title are as follows:

		Total Quantity
Product Name	Version Number	Destroyed	Date Destroyed

Digital River certifies that the person signing below is a duly authorized signatory with full authority.

Digital River Contact Information

Name:

Title:

Date:

Signature:

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

109

AMENDMENT TWO TO THE
AMENDED AND RESTATED
AUTHORIZED SYMANTEC ELECTRONIC RESELLER
FOR SHOP SYMANTEC AGREEMENT

     This Second Amendment to The Amended and Restated Authorized Symantec Electronic Reseller for Shop Symantec Agreement (the “Amendment Two”) is made as of the Amendment Two Effective Date, as defined in Section 1 below, and shall serve to amend the Amended and Restated Authorized Symantec Electronic Reseller for Shop Symantec Agreement, with an Amended Date of July 1, 2003, by and between Symantec Corporation, Symantec Limited and Digital River, Inc. (the “Agreement”).

RECITALS

     A. Symantec and Digital River are parties to the Agreement, which provides, among other things, for Digital River to resell Symantec Products to end users through Symantec’s Storefront, in accordance with the terms and conditions set forth in the Agreement.

     B. The parties have agreed to amend the Agreement as of the Amendment Two Effective Date per the terms set forth herein.

     NOW, THEREFORE, in consideration of the foregoing, and of the mutual covenants and agreements hereinafter set forth, Symantec and Digital River agree as follows:

1. Capitalized terms used herein and not otherwise defined below shall have the meanings set forth in the Agreement.

“Amendment Two Effective Date” shall mean December 5, 2003.

“Co-branded Partner Store” means and replaces the definition of Co-Branded Store as described and defined under Section 3(b)(xii)(a)(ii)(a) generally, consisting of one or more interim pages linked between the Partner’s Site and the Storefront.

“Symantec Product Selector” means a Symantec Tool that helps End Users select Symantec products based on their Internet security needs.

“Symantec Security Advisor” means a Symantec Tool that scans a personal computer for existing Internet security applications, makes relevant product recommendations if such applications are lacking, and then recommends appropriate security applications to the End User for purchase.

“Symantec Security Alerts” means a Symantec Tool that provides End Users with real time alerts on current Internet security threats.

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

“Symantec Security Check” means a Symantec Tool that assesses a personal computer’s antivirus or firewall protection, and which is accessible to End Users via a link from the Symantec Security Connection site or through such other authorized links and which is solely hosted by Symantec and will never be offered as a co-branded Site to Partners or any third party.

“Symantec Security Connection” means that particular Symantec Site, web pages, or web sites and all related links to Symantec Tools, all proprietary to Symantec, and hosted and managed by Digital River, or such other third party contractors as Symantec may select, according to such Symantec specifications, which shall be accessible by Customers and shall display Symantec Security Information that allows Customers to learn about, assess and protect their personal computers against Internet threats, and may include links to various Sites and itself may be co-branded with various Partners.

“Symantec Security Information” means the actual content, including but not limited to, the complete look and feel, and any and all information or data, including but not limited to, that of virus news and security tips which are provided by the Symantec Security Alert or any other Symantec Tool(s), and/or which may also be accessible through links to any “Symantec.com” web-site, any Site, any Co-branded Partner Store, and/or the Storefront as applicable, and/or which may be provided by Symantec on the Symantec Security Connection or through some other Symantec Tool.

“Symantec Tool(s)” means any one or more of any proprietary methods or tools that Symantec creates or has created for it by a third party for the use of Customers, which includes those tools defined in this Amendment Two as follows, including but not limited to, Symantec Security Advisor, Symantec Product Selector, Symantec Security Alerts, Symantec Security Check, Symantec Security Connection, Symantec Upgrade Assistant, try before you buy download offerings, and any other tools that Symantec creates or has created for it by a third party for the use by Customers that Symantec later makes available through Digital River, regardless of whether now existing or created in the future.

“Symantec Upgrade Assistant” means a Symantec Tool that helps an End User determine what products will best meet the End User’s security needs.

2. The following provisions shall be added as a new Section 3(n) as follows:

“ 3(n) Symantec Security Connection and other Proprietary Tools and Symantec Security Information on the Storefront. The Parties agree that the following obligations and rights apply to the use of the Symantec Tools which precedes the Amendment Two Effective Date and the terms set forth herein shall govern all past uses and access by Digital River to the Symantec Tools, effective as of the date Digital River first had access to the applicable Symantec Tool. In accordance with the terms of this Agreement, Symantec grants to Digital River, and Digital River accepts from Symantec, a worldwide, limited, non-exclusive, non-transferable license to provide access to and host for the Term of the Agreement only, Sites containing the Symantec Security Information and various Symantec Tools as part of the Symantec Security Connection and separately on the Storefront, or if authorized through Shop Symantec Site Initiation Form or its equivalent, solely in accordance with Symantec’s instructions and guidelines, as provided to Digital River and updated by Symantec, from time to time; provided that any work requested by Symantec requiring Digital River to change Symantec content which is already hosted by Digital River, or to

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

2

change pre-existing Digital River code, and such changes would result in Digital River incurring additional costs, then such work will be described in a separate Statement of Work. Notwithstanding the foregoing, Digital River acknowledges that only Symantec can host the Symantec Security Check but that Digital River is hereby authorized to provide a link thereto from the Storefront and through the Symantec Security Connection and may be authorized in the future to do so from such other Co-branded Partner Sites or Partner Sites, as specifically authorized from time to time in writing by Symantec. Digital River shall ensure that the Storefront provides Customers access to and use, in an unaltered form (unless otherwise specifically authorized by Symantec in writing), of (i) the Symantec Security Connection Site, which shall contain the lay out and look and feel that Symantec indicates and modifies, from time to time, and which may contain any one, or a combination of, the Symantec Tools, and (ii) such other features, programs or Symantec Tools as indicated and provided by Symantec, in such combinations as Symantec may authorize, from time to time. Digital River agrees that it shall maintain a direct link to the Symantec Security Alerts or such other names used, including but not limited to “Realtime Security Alerts” located on any “Symantec.com” website or other Sites in order to ensure an automatic update of the information on the Storefront. Digital River shall not make any changes to any of the Symantec Security Information content or any links or the look and feel of any of the Symantec Tools or the Symantec Security Connection Site without Symantec’s prior written consent. Digital River agrees its license to provide access and to host certain Symantec Tools is expressly conditioned upon full compliance with the restrictions and obligations set forth in this Agreement. Digital River shall not provide the use of the Symantec Tools and the related Symantec Security Information to any third party, other than regular access to Customers, except as expressly permitted herein. Digital River agrees to host and if requested pursuant to the processes outline in the Agreement, which involves either an SOW or either Initiation Form attached as Exhibits L and M to the Agreement, create customized, co-branded Symantec Security Connection sites or other featured tool Sites for Symantec Partners, in accordance with the terms of Section 3(b)(xii)(a). Digital River acknowledges that all right, title and interest in the Symantec Security Information, the various Symantec Tools, as part of the Symantec Security Connection and separately on the Storefront, and the Symantec Security Connection itself belong solely to Symantec and its licensors, if any, and that the rights granted hereunder do not transfer any such rights whatsoever to Digital River, other than the license grant rights set forth herein. All the same obligations set forth in the Agreement that relate to protection and indemnity concerning Symantec’s intellectual property shall apply equally to the Symantec Tools and various Sites.

3. Exhibit E “PAYMENT OPTIONS” is hereby amended to include Diner’s Club credit cards as a method of payment. As a result, Section 1 of Exhibit E is amended to read, in its entirety, as follows:

1. Credit Card. Digital River shall have a system for payments to be made by Visa, MasterCard, Diner’s Club, and/or American Express (AMEX) credit cards at a minimum.

4. New Shipping Tables. The Parties agree that the tables attached hereto as Exhibit O shall replace in its entirety the Exhibit O currently attached to the Agreement, as referenced in Sections 3(i)(i)(1.4) and 3(i)(iii) of the Agreement. The prices reflected in Exhibit O are guaranteed thru December 31, 2004.

5. All other provisions of the Agreement, except as modified by this Amendment Two, shall remain in full force and effect and are hereby reaffirmed.

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

3

6. This Amendment Two shall become effective only after it has been signed by Digital River and Symantec.

IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment on the date specified below.

SYMANTEC CORPORATION	DIGITAL RIVER
Signature:	Signature:
Printed Name:	Printed Name:
Title:	Title:
Date:	Date:

SYMANTEC LIMITED

Signature:

Printed Name:

Title:

Date:

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

4

EXHIBIT O

SYMANTEC 2004 SHIPPING AND HANDLING TABLE

UPS GROUND
Weight LB	DOMESTIC
1	$	7.20
2	$	7.65
3	$	7.95
4	$	8.25
5	$	8.50
6	$	8.95
7	$	9.95
8	$	10.45
9	$	10.75
10	$	10.95
15	$	12.25
20	$	13.95
25	$	15.75
30	$	20.45
50	$	24.95
70	$	28.95
90	$	53.95
110	$	63.95
130	$	72.95
150	$	81.95

Purolator (Canada Only
Weight LB	PRICE
1	$	14.95
2	$	15.45
3	$	15.95
4	$	17.95
5	$	18.95
6	$	21.95
7	$	22.95
8	$	23.95
9	$	24.95
10	$	25.95
15	$	36.95
20	$	40.95
25	$	41.95
30	$	42.95
50	$	92.95
70	$	132.95
90	$	165.95
110	$	199.95
130	$	232.95
150	$	267.95

USPS PRIORITY MAIL
Weight LB	Lower 48 States		A & H
1	$	6.95	$	6.95
2	$	7.95	$	7.95
3	$	9.95	$	9.95
4	$	11.75	$	11.75
5	$	11.95	$	11.95
6	$	15.45	$	17.95
7	$	16.45	$	19.95
8	$	16.95	$	21.95
9	$	17.45	$	22.45
10	$	19.95	$	22.95
15	$	26.95	$	36.95
20	$	33.95	$	46.95
25	$	40.95	$	49.95
30	$	42.95	$	52.95
50	$	76.95	$	109.95
70	$	103.95	$	150.95
90	$	134.95	$	195.95
110	$	162.95	$	237.95
130	$	189.95	$	279.95
150	$	219.95	$	322.95

FEDEX
Weight LB	Domestic		A & H		Canada		S. America		Europe		Middle East		Japan & Asia		Africa		Mexico		Caribbean		Puerto Rico		AUST -NZ
1	$	13.95	$	19.85	$	19.95	$	26.95	$	30.95	$	35.95	$	25.95	$	45.95	$	19.45	$	19.45	$	19.45	$	25.95

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

5

FEDEX
Weight LB	Domestic		A & H		Canada		S. America		Europe		Middle East		Japan & Asia		Africa		Mexico		Caribbean		Puerto Rico		AUST -NZ
2	$	14.95	$	21.45	$	20.95	$	31.95	$	34.95	$	43.95	$	26.95	$	52.95	$	22.95	$	22.95	$	22.95	$	26.95
3	$	16.95	$	22.85	$	22.95	$	36.95	$	38.95	$	49.95	$	30.95	$	58.95	$	26.45	$	26.45	$	26.45	$	29.95
4	$	17.95	$	25.45	$	24.95	$	42.95	$	43.95	$	54.95	$	32.50	$	69.95	$	29.95	$	29.95	$	29.95	$	33.95
5	$	18.95	$	25.95	$	25.95	$	46.95	$	45.95	$	60.95	$	36.95	$	70.95	$	33.45	$	33.45	$	33.45	$	34.95
6	$	20.45	$	29.95	$	27.95	$	58.95	$	46.95	$	62.95	$	43.95	$	82.95	$	36.95	$	36.95	$	36.95	$	41.95
7	$	21.95	$	30.45	$	28.45	$	59.95	$	47.95	$	66.95	$	45.95	$	88.95	$	40.45	$	40.45	$	40.45	$	42.95
8	$	22.95	$	30.95	$	28.95	$	60.95	$	50.45	$	70.95	$	47.95	$	89.95	$	43.95	$	43.95	$	43.95	$	44.95
9	$	24.45	$	31.45	$	29.45	$	61.45	$	54.95	$	74.95	$	50.45	$	90.95	$	47.45	$	47.45	$	47.45	$	45.45
10	$	25.95	$	31.95	$	29.95	$	61.95	$	56.95	$	78.95	$	50.95	$	91.95	$	47.95	$	49.45	$	43.95	$	45.95
15	$	30.95	$	46.95	$	43.95	$	120.95	$	65.95	$	82.95	$	62.95	$	140.95	$	60.45	$	61.45	$	54.45	$	80.95
20	$	34.95	$	48.95	$	46.95	$	123.95	$	89.95	$	136.95	$	93.95	$	170.95	$	83.45	$	83.45	$	61.95	$	87.95
25	$	38.95	$	50.95	$	47.95	$	124.95	$	90.95	$	154.95	$	98.45	$	172.95	$	86.95	$	86.95	$	68.45	$	88.45
30	$	43.55	$	51.95	$	48.95	$	125.95	$	92.95	$	174.95	$	98.95	$	174.95	$	88.95	$	88.95	$	74.95	$	88.95
50	$	61.95	$	103.95	$	117.95	$	365.95	$	192.95	$	240.95	$	184.95	$	378.45	$	129.45	$	199.45	$	107.95	$	241.95
70	$	81.95	$	143.95	$	141.95	$	468.95	$	252.45	$	319.95	$	241.95	$	488.95	$	155.95	$	258.95	$	149.95	$	319.95
90	$	106.25	$	186.95	$	164.95	$	556.95	$	311.95	$	398.45	$	298.95	$	603.95	$	176.95	$	313.45	$	192.95	$	398.95
110	$	127.45	$	228.95	$	193.95	$	632.95	$	375.45	$	476.95	$	359.95	$	725.45	$	204.95	$	372.95	$	235.95	$	476.95
130	$	149.95	$	268.95	$	228.95	$	714.95	$	441.95	$	555.95	$	423.95	$	854.95	$	240.95	$	437.95	$	277.45	$	555.95
150	$	172.95	$	308.95	$	263.45	$	799.95	$	506.45	$	635.45	$	484.95	$	983.95	$	276.95	$	502.95	$	319.95	$	635.95

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

6

AMENDMENT THREE
TO THE
AMENDED AND RESTATED
AUTHORIZED SYMANTEC ELECTRONIC RESELLER
FOR SHOP SYMANTEC AGREEMENT

     This Third Amendment to The Amended and Restated Authorized Symantec Electronic Reseller for Shop Symantec Agreement (the “Amendment Three”) is made as of the Amendment Three Effective Date, as defined in Section 1 below, and shall serve to amend the Amended and Authorized Symantec Electronic Reseller for Shop Symantec Agreement, with an Amended Date of July 1, 2003, by and between Symantec Corporation, Symantec Limited and Digital River, Inc. (the “Agreement”).

RECITALS

     A. Symantec and Digital River are parties to the Agreement, which provides, among other things, for Digital River to resell Symantec Products to end users through Symantec’s Storefront, in accordance with the terms and conditions set forth in the Agreement.

     B. The parties have agreed to amend the Agreement as of the Amendment Three Effective Date per the terms set forth herein.

     NOW, THEREFORE, in consideration of the foregoing, and of the mutual covenants and agreements hereinafter set forth, Symantec and Digital River agree as follows:

1. Capitalized terms used herein and not otherwise defined below shall have the meanings set forth in the Agreement.

“Amendment Three Effective Date” shall mean March ___, 2004.

2. Section 3(b)(xii)(a)(iv) is hereby amended as follows:

“Digital River shall utilize a number of resources across the organization to provide the Dedicated Team and the resources identified include the following identified professionals:

*
*
*
*

3. All other provisions of the Agreement, except as modified by this Amendment Three, shall remain in full force and effect and are hereby reaffirmed.

4. This Amendment Three shall become effective only after it has been signed by Digital River and has been accepted by Symantec at its principal place of business, and its effective date shall be the date on which it is signed by Symantec.

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

IN WITNESS WHEREOF, the parties hereto have executed this Seventh Amendment on the date specified below.

SYMANTEC CORPORATION	DIGITAL RIVER
Signature:	Signature:
Printed Name:	Printed Name:
Title:	Title:
Date:	Date:
SYMANTEC LIMITED
Signature:
Printed Name:
Title:
Date:

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

2

AMENDMENT FOUR
TO THE
AMENDED AND RESTATED
AUTHORIZED SYMANTEC ELECTRONIC RESELLER
FOR SHOP SYMANTEC AGREEMENT

     This Fourth Amendment to The Amended and Restated Authorized Symantec Electronic Reseller for Shop Symantec Agreement (the “Amendment Four”) is made as of the Amendment Four Effective Date, as defined in Section 1 below, and shall serve to amend the Amended and Authorized Symantec Electronic Reseller for Shop Symantec Agreement, with an Amended Date of July 1, 2003, by and between Symantec Corporation, Symantec Limited and Digital River, Inc. (the “Agreement”).

RECITALS

     A. Symantec and Digital River are parties to the Agreement, which provides, among other things, for Digital River to resell Symantec Products to end users through Symantec’s Storefront, in accordance with the terms and conditions set forth in the Agreement.

     B. The parties have agreed to amend the Agreement as of the Amendment Four Effective Date per the terms set forth herein.

     NOW, THEREFORE, in consideration of the foregoing, and of the mutual covenants and agreements hereinafter set forth, Symantec and Digital River agree as follows:

1. Capitalized terms used herein and not otherwise defined below shall have the meanings set forth in the Agreement.

2. Notwithstanding the Effective Date, as defined below: (a) the pricing set forth below in Paragraph 3, as it relates to Consumer Symantec Product, will be effective as of April 1, 2004; (b) the pricing set forth below in Paragraph 3, as it relates to Enterprise Symantec Product, will be effective as of July 1, 2004; and (c) the pricing set forth below, as amended, in Paragraph 5, will be effective as of April 1, 2004.

3. Section 11(c) is hereby amended as follows:

c. Payments by Digital River to Symantec.

               (i) Symantec Pricing to Digital River. From time to time, Symantec shall provide Digital River with price lists setting forth the undiscounted prices from Symantec to Digital River for the Symantec Products (“List Price(s)”). The current price lists for the Symantec Products as of the Amended Date is set forth as Exhibit A to this Agreement. Symantec’s Revenue Accounting department and E-commerce Marketing team will maintain and update the Symantec Products in terms of both product lines offered, their SKUs listing and any pricing changes, and forward this updated list to Digital River for the purpose of calculating the price adjustment for the actual final price that Digital River pays to Symantec, in accordance with the Partner Efficiency Sharing Model, as indicated below. Unless otherwise noted and provided as separate lists in Exhibit A, the List Price and the ERPs are the same.

     * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

               The revised Partner Efficiency Sharing Model below will not apply to any sales from the “Call Center,” “Symantec Consumer Security Services,” “iStore,” and “Double-Byte” Stores – the Partner Efficiency Sharing Model in effect immediately prior to the Amendment Four Effective Date will continue to apply to such sales.

               The actual final price that Digital River pays Symantec for each Symantec Product shall be based upon the Partner Efficiency Sharing Model set forth below, which is determined based upon the volume of sales made by Digital River. The below Partner Efficiency Sharing Model, except as noted in the immediately preceding paragraph, applies worldwide (to all geographic regions), and will apply to all Symantec Consumer Product sales effective April 4, 2004 and to all Symantec Enterprise Product sales effective July 1, 2004 (the “New Sharing Model Effective Dates”). Starting from the New Sharing Model Effective Dates, the calculation for the first two monthly remittances from Digital River to Symantec of each quarter will be based upon the previous established rate of * percent (*%). At the end of each quarter, the Parties will agree on an estimated “Revenue @ ERP” for the upcoming quarter, which shall be no less than the prior quarter’s actual “Revenue @ ERP”. After the conclusion of each quarter, a true up against the actual “Revenue @ ERP shall be performed per the schedule set forth below. The amount due for consumer Symantec Products will be determined as follows: (i) the actual total dollar value of the consumer Symantec Products sold for the quarter (which amount shall be derived from the “penetration report” generated by Digital River) (the “Net Discounted Sales”) will be multiplied by four (4) to annualize the amount, then (ii) locate that total amount in the column “Revenue @ ERP” on the Partner Efficiency Sharing Model below and (iii) find the applicable* indicated at such level of “Revenue @ ERP” in the Partner Efficiency Sharing Model. The applicable percentage discount will be applied to the Net Discounted Sales for such consumer Symantec Products to determine the discount to the List Price that Digital River shall pay Symantec for the Symantec Products. The Parties agree to communicate the actual amount due to Symantec on the fourth day of the next quarter.

               A finalized activity report will be sent to Symantec on the tenth (10^th) of each month. Digital River shall pay Symantec the amount due by no later than the twentieth (20^th) of each month. There are no other annual catch up adjustments or rebates based upon other quarterly activity that will be applied in determining the final price that Digital River shall pay Symantec for the Symantec Products. Subject to the foregoing requirement, Symantec reserves the right to from time to time increase or decrease its List Prices to Digital River and the ERPs for the Symantec Products, which changes shall be effected by Symantec’s delivery to Digital River of an updated price list. The Partner Efficiency Sharing Model will be revisited by the Parties and may be adjusted by a mutually signed amendment.

4. The “Partner Efficiency Sharing Model” in the Agreement, Section 11(c), is hereby deleted in its entirety and replaced with the following Partner Efficiency Sharing Model:

Partner Efficiency Sharing Model

*	*%
*
*	*%

5. The following provision, which is the fourth provision from the end of Section 3(b)(xii)(a)(iv), and which was added to the Agreement pursuant to Amendment One, is hereby amended as follows:

     * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

2

Each Dedicated Team Member shall be available at a special discounted Consulting Rate of * Dollars ($*) per hour for a specific number of hours each month. The number of hours available at the special discounted Consulting Rate is calculated * in that same month, Symantec shall pay the regular Consulting Rate per hour for the services of that Dedicated Team Member.

5. All other provisions of the Agreement, except as modified by this Amendment Four, shall remain in full force and effect and are hereby reaffirmed.

6. This Amendment Four shall become effective only after it has been signed by Digital River and has been accepted by Symantec at its principal place of business, and its effective date shall be the date on which it is signed by Symantec.

IN WITNESS WHEREOF, the parties hereto have executed this Seventh Amendment on the date specified below.

SYMANTEC CORPORATION	DIGITAL RIVER
Signature:	Signature:
Printed Name:	Printed Name:
Title:	Title:
Date:	Date:
SYMANTEC LIMITED
Signature:
Printed Name:
Title:
Date:

     * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

3

AMENDMENT FIVE
TO THE AMENDED AND RESTATED
AUTHORIZED SYMANTEC ELECTRONIC RESELLER
FOR SHOP SYMANTEC AGREEMENT

This Fifth Amendment to The Amended and Restated Authorized Symantec Electronic Reseller for Shop Symantec Agreement (the “Amendment Five”) is made as of the Amendment Five Effective Date, as defined in Section 1 below, and shall serve to amend the Amended and Authorized Symantec Electronic Reseller for Shop Symantec Agreement, with an Amended Date of July 1, 2003, by and between Symantec Corporation, Symantec Limited and Digital River, Inc. (the “Agreement”).

RECITALS

     A. Symantec and Digital River are parties to the Agreement, which provides, among other things, for Digital River to resell Symantec Products to end users through Symantec’s Storefront, in accordance with the terms and conditions set forth in the Agreement.

     B. The parties have agreed to amend the Agreement as of the Amendment Five Effective Date per the terms set forth herein.

     NOW, THEREFORE, in consideration of the foregoing, and of the mutual covenants and agreements hereinafter set forth, Symantec and Digital River agree as follows:

1. Capitalized terms used herein and not otherwise defined below shall have the meanings set forth in the Agreement. The Amendment Five Effective Date is September 15, 2004; provided that the Effective Date of Section 11(g) (as added below) will be June 8, 2004.

2. Section 11(g) “Returned Products” is hereby amended to include the following at the beginning of the section:

Symantec’s return policy, which may be revised in Symantec’s sole discretion, is that Symantec will provide a full refund, which includes a refund of taxes, shipping and handling, for any product refund. As a result, Digital River will include such taxes, shipping and handling, if applicable, in its refunds for product returns and Symantec will credit Digital River: (a) the exact amounts verified as paid for the Symantec Product(s) as well as the associated shipping and handling in question; (b) for all confirmed authentic Symantec Product(s); (c) which Symantec Product(s) was verified as purchased on the store. Symantec’s policy regarding Symantec Product returned more than sixty (60) days from its purchase is attached hereto and made a part of the Agreement as Exhibit W. Digital River will invoice Symantec separately, on a quarterly basis, for the shipping and handling referenced above.

3. Section 7 “Digital River’s Trademarks, Trade Names, and Copyrights,” is hereby amended to include the following language at the end of the section:

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

1

Notwithstanding anything to the contrary in Section 5(b), Digital River authorizes Symantec to use Digital River’s trademarks and logos on certain Symantec Sub-sites in various jurisdictions in order to notify Symantec’s customers that Digital River hosts certain Symantec Sub-sites, and that Digital River provides e-commerce services to Symantec. Digital River will include the following language on the Taiwan, Hong Kong (in traditional Chinese), Korean, APAC (in English) Sub-sites and other sub-sites as required as directed by Symantec:

Welcome to Authorized Symantec Store! This website and e-commerce services are provided by Digital River, a Symantec Authorized E-Commerce Reseller. In this website, you can purchase world leading “Norton” brand products to protect your computer.

The above-referenced language will be placed in the navigation bar on the left side. Symantec may change any aspect of the above-referenced language (content, location, appearance, or other) in its sole discretion. Digital River will not alter the above-referenced language in any manner without prior written permission from Symantec.

4. All other provisions of the Agreement, except as modified by this Amendment Five, shall remain in full force and effect and are hereby reaffirmed.

5. This Amendment Five shall become effective only after it has been signed by Digital River and has been accepted by Symantec at its principal place of business.

IN WITNESS WHEREOF, the parties hereto have executed this Seventh Amendment on the date specified below.

SYMANTEC CORPORATION	DIGITAL RIVER
Signature:	Signature:
Printed Name:	Printed Name:
Title:	Title:
Date:	Date:
SYMANTEC LIMITED
Signature:
Printed Name:
Title:
Date:

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

 2

Exhibit W

Symantec Policy:
Refunds Requested More than Sixty Days from Purchase

1. Refunds Requested More than Sixty Days from Purchase.

a. Policy. Symantec’s policy is to refuse refunds when a refund is requested more than sixty (60) days from purchase. Nonetheless, Symantec understands that exceptions should be considered in some circumstances. Digital River must always initially deny refund requests that are made after sixty (60) days of purchase; however, in the event of customer escalation, exceptions can be made for the following reasons:

i.	Processing error by Digital River;
ii.	Faxed LOD “not received” by Digital River;
iii.	Duplicate order with Digital River (Purchases made with other resellers do not qualify);
iv.	Other Symantec Support Partner Recovery Case involving a Digital River order.

b.	Other Exceptions. Other exceptions will be considered upon request, as necessary. Requests must be communicated to the Digital River Symantec Account Liaison, who will request further approvals from Symantec’s Global Online Sales Customer Support Manager.
c.	Refunds Requested More than Ninety Days from Purchase. Refunds requested more than ninety (90) days from purchase are not to be processed without prior approvals from Symantec’s Global Online Sales Customer Support Manager.

2. SMB/License/Maintenance/Appliance Refund Requests.

a. Policy. Symantec’s policy is to refuse refunds when a refund is requested returned more than sixty (60) days from purchase. Nonetheless, Symantec understands that exceptions should be considered in some circumstances. Digital River must always initially deny SMB/License/Maintenance/Appliance refund requests that are made after sixty (60) days of purchase; however, in the event of customer escalation, exceptions can be made for the following reasons:

i.	Processing error by Digital River, including customer not being told during phone order that the order is non-refundable;
ii.	Customer ordered wrong product, and wishes to get refund and reorder the correct product;
iii.	Duplicate order with Digital River (Purchases made with other resellers do not qualify);
iv.	Other Symantec Support Partner Recovery Case involving a Digital River order.

3. Installation Hard/Soft Count Reset Requests. Digital River is to approve and process all Hard/Soft Count Reset requests made by customers until further instruction from Symantec. Digital River Agents are to notify the Digital River Symantec Account Liaison with customer information if an account is suspect to abuse – more than three (3) reset requests will be considered by DR as suspected abuse. The Digital River Symantec Account Liaison will provide suspected abuse cases and reset statistics to Symantec’s Global Online Sales Customer Support Manager.

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

 3

AMENDMENT SIX
TO THE AMENDED AND RESTATED
AUTHORIZED SYMANTEC ELECTRONIC RESELLER
FOR SHOP SYMANTEC AGREEMENT

This Sixth Amendment to The Amended and Restated Authorized Symantec Electronic Reseller for Shop Symantec Agreement (the “Amendment Six”) is made as of the Amendment Six Effective Date, as defined in Section 1 below, and shall serve to amend the Amended and Authorized Symantec Electronic Reseller for Shop Symantec Agreement, with an Amended Date of July 1, 2003, by and between Symantec Corporation, Symantec Limited and Digital River, Inc. (the “Agreement”).

RECITALS

     A. Symantec and Digital River are parties to the Agreement, which provides, among other things, for Digital River to resell Symantec Products to end users through Symantec’s Storefront, in accordance with the terms and conditions set forth in the Agreement.

     B. Symantec and Digital River desire that certain Sites as contemplated under the Agreement be implemented and or hosted on the element 5 Platform (as defined below), under the terms and conditions of the Agreement. The parties have agreed to amend the Agreement as of the Amendment Six Effective Date per the terms set forth herein.

     NOW, THEREFORE, in consideration of the foregoing, and of the mutual covenants and agreements hereinafter set forth, Symantec and Digital River agree as follows:

1. Capitalized terms used herein and not otherwise defined below shall have the meanings set forth in the Agreement.

2. The Agreement is hereby amended to incorporate the following defined terms, as well as their definitions, from Statement of Work #1 by and between Symantec and Digital River: (a) “Digital River Core Technology;” (b) “EE System;” (c) “The Digital River Application;” and (d) “Atlantic (e-Commerce) Platform.” The Agreement is also hereby amended to include the following defined term: “Virus Alert Tool,” which means a Symantec created proprietary alert that provides Users with real time information on current Internet security threats.

3. Section 3 “Obligations of Digital River” is hereby amended to include the following at the end of the section:

The technologies and platforms used by Digital River to perform its obligations under this Agreement, including but not limited to the Digital River Core Technology, EE System, The Digital River Application, and the Atlantic (e-Commerce) Platform, may include, as necessary, in all respects, those technologies and platforms obtained by Digital River through its acquisition of element 5, Inc., (the “element 5 Platform”) and the use of all such previous

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

1

element 5 technologies and/or platforms by Symantec will be governed by this Agreement. Notwithstanding the foregoing, the parties agree that Symantec’s use of the element 5 Platform will be limited solely to Symantec providing the Symantec Virus Alert Tool to certain of its customers and/or partners. Digital River acknowledges and agrees that any content provided through the Symantec Virus Alert Tool (the “VAT Content”) via the element 5 Platform must be digitally signed prior to the provision of such VAT Content to any Symantec customers and/or partners. It is Symantec’s responsibility to ensure that all VAT Content is digitally signed by Symantec prior to its being sent to Digital River. If Digital River receives VAT Content that is not digitally signed, then it will return such content to Symantec and inform Symantec that it was not digitally signed.

4. Exhibit F, section 1 (a) of the Agreement is hereby amended to read as follows:

a. Minimum Up Time. Digital River shall eliminate any Downtime (as defined in Section 1(b) of this Exhibit) or intermittent order processing issues within its control, and shall provide a minimum of:

i. * Up Time each month on the Atlantic (e-Commerce) Platform.
ii. * Up Time each month on the element 5 Platform.

These Up Times include scheduled routine maintenance each month for all server-based services.

SOLEY WITH REGARD TO THE ELEMENT 5 PLATFORM, EXCEPT AS SET FORTH ABOVE IN SECTION 1(A) OF THIS EXHIBIT F, DIGITAL RIVER MAKES NO WARRANTIES OR REPRESENTATIONS AS TO PERFORMANCE OF THE ELEMENT 5 PLATFORM OR AS TO SERVICE TO SYMANTEC OR ANY OTHER PERSON. TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED.

Digital River and Symantec acknowledge and agree that the above disclaimer will only remain in effect for twelve (12) months following the Amendment Six Effective Date. Nothing herein will be deemed a disclaimer of the applicability of the security requirements in Exhibit H to the Agreement (the “Security Requirements”); provided that the Security Requirements will not apply to Symantec’s limited use of the element 5 Platform as described above.

5. Exhibit F, section 1 (c) of the Agreement is hereby amended to read as follows:

Payments by Digital River for Failure to Maintain Minimum Up Time. In any month in which Digital River fails to maintain Up Time of * on the Atlantic Platform or * on the element 5 Platform, then Digital River shall pay to Symantec an amount as liquidated damages (and not as a penalty) equal to the average amount remitted to Symantec for net sales during the same time periods (i.e., day of the week, time of the day, duration of outage) in the four weeks prior to the Downtime.

6. Symantec and Digital River acknowledge and reaffirm that the hosting and implementation of any additional Sites on the element 5 Platform shall be subject to and shall follow any procedures set forth in the Agreement with respect to Site Initiation, including but not limited to Section 3(b)(xii) and Exhibit

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

2

M.

7. All other provisions of the Agreement, except as modified by this Amendment Six, shall remain in full force and effect and are hereby reaffirmed.

8. This Amendment Six is considered effective as of December 1, 2004 (the “Amendment Six Effective Date”).

IN WITNESS WHEREOF, the parties hereto have executed this Sixth Amendment on the date specified below.

SYMANTEC CORPORATION	DIGITAL RIVER
Signature:	Signature:
Printed Name:	Printed Name:
Title:	Title:
Date:	Date:

SYMANTEC LIMITED

Signature:

Printed Name:

Title:

Date:

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

3

AMENDMENT SEVEN
TO THE AMENDED AND RESTATED
AUTHORIZED SYMANTEC ELECTRONIC RESELLER
FOR SHOP SYMANTEC AGREEMENT

This Seventh Amendment to The Amended and Restated Authorized Symantec Electronic Reseller for Shop Symantec Agreement (the “Amendment Seven”) is made as of the Amendment Seven Effective Date, as defined below, and shall serve to amend the Amended and Authorized Symantec Electronic Reseller for Shop Symantec Agreement, with an Amended Date of July 1, 2003, by and between Symantec Corporation, Symantec Limited and Digital River, Inc. (the “Agreement”).

RECITALS

A. Symantec and Digital River are parties to the Agreement, which provides, among other things, for Digital River to resell Symantec Products to end users through Symantec’s Storefront, in accordance with the terms and conditions set forth in the Agreement.

B. Symantec and Digital River mutually desire that Digital River perform additional obligations as described in, and in accordance with, this Amendment.

C. Digital River has entered into one or more agreements with certain companies (including by way of example, but not limitation, Google and Overture) (collectively the “Providers”); that provide keyword search based advertising (the “Paid Search Services”) and

NOW, THEREFORE, in consideration of the foregoing, and of the mutual covenants and agreements hereinafter set forth, Symantec and Digital River agree as follows:

1. Capitalized terms used herein and not otherwise defined below shall have the meanings set forth in the Agreement.

2. Section 3 “Obligations of Digital River” is hereby amended to include the following at the end of the section:

     Placement of Advertising with Providers

a.

General. Digital River has entered into agreements the Providers, pursuant to which Digital River will purchase the Paid Search Services. Digital River will use the Paid Search Services to promote the distribution of Consumer Symantec Products, in return for which Symantec will pay Digital River the Management Fee, as defined below in Section “b,” “Payments.” Symantec acknowledges and agrees that the Providers are authorized to make use of any and all materials provided by Symantec for such purposes, or by Digital River at Symantec’s written request, in connection with the Paid Search Services. Symantec will have reasonable operational control of the Paid Search Services, and Digital River will provide such services to Symantec at Symantec’s direction.

b.

Paid Search Campaigns. “Paid Search Campaign,” or “Campaign,” means a discrete marketing effort focused on a specific market segment with the goal of increasing sales of Consumer Symantec

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

1

Products from that segment. The following parameters will apply to each Campaign on a per Campaign basis (each individually a “Campaign Parameter” and collectively the “Campaign Parameters”). Symantec must provide its written approval, if applicable, of a Campaign Parameter for each separate Campaign prior to the commencement of that Campaign. For the avoidance of doubt, the approval of a Campaign Parameter for one Campaign does not translate to approval for that Campaign Parameter for any subsequent Campaigns. The Campaign Parameters are as follows:

i.	Keyword Bid Pricing: Digital River may make changes to keyword bid pricing without Symantec’s prior approval.
ii.	Landing Pages: Digital River will create, and Symantec will pre-approve in writing, several landing pages. Digital River will be free to select from among the pre-approved landing pages in their sole discretion.
iii.	Keywords: Symantec will pre-approve, in writing, a list of keywords per campaign, and Digital River will be free to select from among that list, in their sole discretion.
iv.	Search Engines: Symantec will pre-approve, in writing, a list of search engines, and Digital River will be free to select from among that list in their sole discretion.
v.	Advertising Copy: Symantec will pre-approve, in writing, several different sets of advertising copy, and Digital River will be free to select from among those sets in their sole discretion.
vi.	Landing Page URLs: Symantec has registered all necessary URLs for the landing pages associated with the Paid Search Services, and Digital River may select which specific URL to utilize.
vii.	Paid Search Campaign Commencement and Completion Dates: Symantec and Digital River will mutually agree, in writing, on a Campaign calendar for the next calendar month, which calendar will include the commencement and completion dates for each Campaign scheduled for that month.

	To clarify: other that as expressly set forth above, Symantec must approve, in writing, any and all customer-facing efforts or materials of any kind prior to their implementation.
c.	Payments. As payment for the Paid Search Services, Symantec shall pay Digital River a management fee in an amount equal to * of the Net Revenue for all purchases of Consumer Symantec Products – and not for any purchases of third party product sold together with the Consumer Symantec Product as a bundle – through the Storefront, which purchases are directly traceable to end users who click through to the Storefront as a direct result of the Paid Search Services, and not as a result of any other web site or method (the “Management Fee”). Symantec will pay the Management Fee to Digital River in addition to the margin paid by Symantec to Digital River pursuant to the Partner Efficiency Model in the Agreement. Symantec’s paying of the Management Fee to Digital River, including Digital River’s reporting and true-up obligations, will be identical to the manner – which is fully described in the Agreement – in which Symantec pays Digital River amounts due Digital River under the Partner Efficiency Model. For the avoidance of doubt, other than the Management Fee, and the margin paid according to the Partner Efficiency Model, Symantec will * as a result of its use of the Paid Search Services.
d.	Territory. The Territory for the Paid Search Services will be worldwide.
e.	Reporting. Digital River will make reports regarding the Paid Search Services available to Symantec on a weekly and monthly basis (the “Paid Search Reports”). The Paid Search Reports will contain: (i) costs; (ii) sales revenue; (iii) return on investment; and (iv) percentage of the global spend. The Paid Search Reports will be broken down by the following regions: (i) North America, which will be further broken down into the United States and Canada; (ii) EMEA, which will be further broken down into the UK, France, Germany, Italy, the Netherlands, and Switzerland; (iii) Other EMEA; APAC; (iv) Japan; and (v) Latin America.

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

2

f. Termination. Either party may, by providing the other party with prior thirty (30) days written notice of termination, terminate the Paid Search Services. Any such termination shall not affect the parties’ rights and obligations with respect to the Paid Search Services used prior to such termination.

3. All other provisions of the Agreement, except as modified by this Amendment Seven, shall remain in full force and effect and are hereby reaffirmed.

4. This Amendment Seven is effective February 26, 2005 (the “Amendment Seven Effective Date”).

IN WITNESS WHEREOF, the parties hereto have executed this Sixth Amendment on the date specified below.

SYMANTEC CORPORATION	DIGITAL RIVER
Signature:	Signature:
Printed Name:	Printed Name:
Title:	Title:
Date:	Date:

SYMANTEC LIMITED

Signature:

Printed Name:

Title:

Date:

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

3

AMENDMENT EIGHT
TO THE AMENDED AND RESTATED
AUTHORIZED SYMANTEC ELECTRONIC RESELLER
FOR SHOP SYMANTEC AGREEMENT

This Ninth Amendment to The Amended and Restated Authorized Symantec Electronic Reseller for Shop Symantec Agreement (the “Amendment Eight”) is made as of the Amendment Eight Effective Date, as defined below, and shall serve to amend the Amended and Authorized Symantec Electronic Reseller for Shop Symantec Agreement, with an Amended Date of July 1, 2003, by and between Symantec Corporation, Symantec Limited and Digital River, Inc. (the “Agreement”).

RECITALS

A. Symantec and Digital River are parties to the Agreement, which provides, among other things, for Digital River to resell Symantec Products to End Users through Symantec’s Storefront, in accordance with the terms and conditions set forth in the Agreement.

B. The parties have agreed to amend the Agreement as of the Amendment Eight Effective Date per the terms set forth herein.

NOW, THEREFORE, in consideration of the foregoing, and of the mutual covenants and agreements hereinafter set forth, Symantec and Digital River agree as follows:

1. Capitalized terms used herein and not otherwise defined below shall have the meanings set forth in the Agreement.

2. Exhibit E “PAYMENT OPTIONS” is hereby amended to include both PayPal and End User purchase Orders as a method of payment. As a result, Section 3 of Exhibit E is amended to read, in its entirety, as follows:

     3. Other Payment Options.

a.

Subject to the provisions of this Subsection, Digital River shall establish and maintain a payment system to be provided by PayPal, Inc., or its affiliates (“PayPal”). The terms and conditions of any agreement between Digital River and PayPal shall be as may be agreed upon by Digital River in its sole discretion. Subject to Section 3(e) below, any terms and conditions in the Agreement regarding Digital River’s provision of Credit Cards and/or Direct Debit Cards will also apply to Digital River’s provision of a PayPal payment system.

b.

Digital River shall use commercially reasonable efforts to establish and maintain a payment system consisting of End User purchase orders which shall contain such terms and conditions as are satisfactory to Digital River in its sole discretion and which are processed in a manner that is satisfactory to Digital River in its sole discretion; provided

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

1

	that neither such terms and conditions nor such process affect, in any fashion, Digital River’s obligation to pay Symantec the amounts due under the Agreement.
c.	Subject to the provisions of this Subsection, Digital River shall establish and maintain a payment system to be provided by Western Union, or its affiliates (“Western Union”). The terms and conditions of any agreement between Digital River and Western Union shall be as may be agreed upon by Digital River in its sole discretion. Subject to Section 3(e) below, any terms and conditions in the Agreement regarding Digital River’s provision of Credit Cards and/or Direct Debit Cards will also apply to Digital River’s provision of a Western Union payment system.
d.	The Parties agree that in the future, subject to adding the appropriate details by a mutually signed amendment, Digital River shall have a system for online banking purchases as an option for payment by End Users, along with other new concepts in payment options.
e.	If, through its provision of the PayPal or Western Union payment systems, DR becomes aware of a commercially reasonable basis for terminating such payment systems – such as, for example, offering such payment systems is no longer technically feasible, or PayPal or Western Union increase the rates to DR for its use of such payment systems – then DR will provide Symantec with thirty (30) days written notice of its intention to terminate the affected payment system. Such notice will include a description, in reasonable detail, of the commercially reasonable basis for DR’s proposed termination. If Symantec and DR cannot mutually agree on how to address this commercially reasonable basis for termination within thirty (30) days of Symantec’s receipt of such notice, then DR will be free to terminate the affected payment system.
f.	For the avoidance of doubt, nothing in subparagraph (e) shall prohibit DR from terminating its PayPal contract or Western Union payment contract based upon a material breach of the applicable underlying contract with DR by (as applicable) PayPal or Western Union. Moreover, DR shall have no liability if, through no breach by DR, either PayPal or Western Union cancels its contract with DR or otherwise ceases to provide services to DR. In the event of such occurrence, DR shall give prompt notice to Symantec of the facts and circumstances related to the applicable service interruption.

3. All other provisions of the Agreement, except as modified by this Amendment Eight, shall remain in full force and effect and are hereby reaffirmed.

4. This Amendment Eight shall become effective only after it has been signed by Digital River and has been accepted by Symantec at its principal place of business (the “Amendment Eight Effective Date”).

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

2

IN WITNESS WHEREOF, the parties hereto have executed this Amendment Eight on the date specified below.

SYMANTEC CORPORATION	DIGITAL RIVER
Signature:	Signature:
Printed Name:	Printed Name:
Title:	Title:
Date:	Date:

SYMANTEC LIMITED

Signature:

Printed Name:

Title:

Date:

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

3

AMENDMENT NINE
TO THE AMENDED AND RESTATED
AUTHORIZED SYMANTEC ELECTRONIC RESELLER
FOR SHOP SYMANTEC AGREEMENT

This Ninth Amendment to The Amended and Restated Authorized Symantec Electronic Reseller for Shop Symantec Agreement (the “Amendment Nine”) is made as of the Amendment Nine Effective Date, as defined in below, and shall serve to amend the Amended and Authorized Symantec Electronic Reseller for Shop Symantec Agreement, with an Amended Date of July 1, 2003, by and between Symantec Corporation, Symantec Limited and Digital River, Inc. (the “Agreement”).

RECITALS

     A. Symantec and Digital River are parties to the Agreement, which provides, among other things, for Digital River to resell Symantec Products to end users through Symantec’s Storefront, in accordance with the terms and conditions set forth in the Agreement.

     B. Symantec and Digital River have agreed to amend the Agreement as of the Amendment Nine Effective Date per the terms set forth herein.

     NOW, THEREFORE, in consideration of the foregoing, and of the mutual covenants and agreements hereinafter set forth, Symantec and Digital River agree as follows:

1. Capitalized terms used herein and not otherwise defined below shall have the meanings set forth in the Agreement.

2. Exhibit O of the Agreement is hereby amended to replace the UPS Shipping Charges solely for items weighing one (1), two (2), three (3), four (4) or five (5) pounds with those UPS Shipping Charges attached hereto as Exhibit O-1.

3. All other provisions of the Agreement, except as modified by this Amendment Nine, shall remain in full force and effect and are hereby reaffirmed. The terms and conditions set forth in the Agreement, which are not specifically modified by this Amendment Nine, remain in full force and effect. The failure of either party to enforce at any time or for any period of time any provision of the Agreement or the Amendment Nine shall not be construed as a waiver of such provision or of the right of such party thereafter to enforce such provision. In the event of any conflict between the meaning of the terms and conditions of the Agreement and this Amendment Nine, the terms and conditions set forth in Amendment Nine shall govern.

4. This Amendment Nine shall become effective only after it has been signed by Digital River and has been accepted by Symantec at its principal place of business (the “Amendment Nine Effective Date”).

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

IN WITNESS WHEREOF, the parties hereto have executed this Ninth Amendment on the date specified below.

SYMANTEC CORPORATION
 

Signature:

Printed Name:

Title:

Date:

SYMANTEC LIMITED
 

Signature:

Printed Name:

Title:

Date:

DIGITAL RIVER, INC.
 

Signature:

Printed Name:

Title:

Date:

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

2

EXHIBIT O-1

		USPS PRIORITY		USPS PRIORITY	Alaska &
UPS Ground	Lower 48	MAIL	Lower 48	MAIL	Hawaii
	New 2005		New 2005		New 2005
Weight LB	Rate	Weight LB	Rate	Weight LB	Rate
1	$7.65	1	$6.95	1	$6.95
2	$8.25	2	$7.95	2	$8.45
3	$8.85	3	$9.95	3	$11.25
4	$9.10	4	$11.75	4	$13.10
5	$9.35	5	$11.95	5	$14.95

					Alaska &
Purolator (Canada Only)		UPS 2nd Day	Lower 48	UPS 2nd Day	Hawaii
	New 2005		New 2005		New 2005
Weight LB	Rate	Weight LB	Rate	Weight LB	Rate
1	$16.10	1	$12.45	1	$17.65
2	$16.50	2	$13.50	2	$19.20
3	$18.50	3	$14.70	3	$20.65
4	$20.50	4	$15.95	4	$22.10
5	$22.50	5	$17.30	5	$23.85

	Puerto				Alaska &
UPS 2nd Day	Rico	UPS OVERNIGHT	Lower 48	UPS OVERNIGHT	Hawaii
	New 2005		New 2005		New 2005
Weight LB	Rate	Weight LB	Rate	Weight LB	Rate
1	$17.95	1	$15.10	1	$23.20
2	$19.55	2	$16.10	2	$25.45
3	$21.00	3	$18.05	3	$27.60
4	$22.55	4	$18.95	4	$29.70
5	$24.35	5	$19.95	5	$31.65

UPS		UPS		UPS
INTERNATIONAL	CANADA	INTERNATIONAL	S. AMERICA	INTERNATIONAL	EUROPE
	New 2005		New 2005		New 2005
Weight LB	Rate	Weight LB	Rate	Weight LB	Rate
1	$21.95	1	32.95	1	$33.95
2	$22.95	2	33.95	2	$36.35
3	$23.65	3	37.45	3	$38.95
4	$23.65	4	38.95	4	$39.95
5	$23.65	5	39.95	5	$40.95

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

3

UPS	MIDDLE	UPS	JAPAN &	UPS
INTERNATIONAL	EAST	INTERNATIONAL	ASIA	INTERNATIONAL	AFRICA
	New 2005		New 2005		New 2005
Weight LB	Rate	Weight LB	Rate	Weight LB	Rate
1	$37.45	1	$30.50	1	$47.95
2	$39.45	2	$30.95	2	$57.95
3	$42.95	3	$31.45	3	$64.95
4	$44.95	4	$32.50	4	$72.45
5	$46.95	5	$36.95	5	$81.95

UPS		UPS		UPS	PUERTO
INTERNATIONAL	MEXICO	INTERNATIONAL	CARIBBEAN	INTERNATIONAL	RICO
	New 2005		New 2005		New 2005
Weight LB	Rate	Weight LB	Rate	Weight LB	Rate
1	$24.95	1	$32.95	1	$26.95
2	$26.95	2	$33.45	2	$28.95
3	$29.95	3	$33.95	3	$31.95
4	$30.95	4	$34.95	4	$32.95
5	$31.95	5	$37.45	5	$33.95

UPS
INTERNATIONAL	AUST - NZ
	New 2005
Weight LB	Rate
1	$32.95
2	$33.25
3	$33.45
4	$33.95
5	$34.95

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

4

AMENDMENT TEN
TO THE AMENDED AND RESTATED
AUTHORIZED SYMANTEC ELECTRONIC RESELLER
FOR SHOP SYMANTEC AGREEMENT

This Tenth Amendment to The Amended and Restated Authorized Symantec Electronic Reseller for Shop Symantec Agreement (the “Amendment Ten”) is made as of the Amendment Ten Effective Date, as defined below, and shall serve to amend the Amended and Authorized Symantec Electronic Reseller for Shop Symantec Agreement, with an Amended Date of July 1, 2003, by and between Symantec Corporation, Symantec Limited and Digital River, Inc. (the “Agreement”).

RECITALS

     A. Symantec and Digital River are parties to the Agreement, which provides, among other things, for Digital River to resell Symantec Products to end users through Symantec’s Storefront, in accordance with the terms and conditions set forth in the Agreement.

     B. Symantec and Digital River desire that Symantec use the Fireclick Technology (as defined below), pursuant to the terms and conditions of the Agreement.

     NOW, THEREFORE, in consideration of the foregoing, and of the mutual covenants and agreements hereinafter set forth, Symantec and Digital River agree as follows:

1. Capitalized terms used herein and not otherwise defined below shall have the meanings set forth in the Agreement.

2. Section 3 “Obligations of Digital River” is hereby amended to include the following at the end of the section:

The technologies and platforms used by Digital River to perform its obligations under this Agreement, including but not limited to the Digital River Core Technology, EE System, The Digital River Application, the Pacific (e-commerce) platform, and the Atlantic (e-Commerce) Platform, may include, as necessary, in all respects, those technologies, methodologies, development or other tools, platforms or other intellectual property, written or otherwise, obtained by Digital River through its acquisition of Fireclick, Inc., (the “Fireclick Technology”) and the use of the Fireclick Technology by Symantec will be governed by this Agreement. The Fireclick Technology will be considered Digital River Information, as defined in the Agreement. Digital River hereby authorizes Symantec to use the Fireclick Technology in a manner consistent with the purposes of the Agreement. The Fireclick Technology includes the Fireclick warehouse module hosted application, as such is described in Exhibit A to this Amendment Ten (the “Warehouse Module”). As part of its use of the Warehouse Module, Symantec is allowed to have unlimited users, unlimited phone and email support, and unlimited training via online webinars, *.

Reporting regarding Symantec’s use of the Fireclick Technology will be available for Symantec to view via the online reporting tool referenced in Section 9(b)(i) of the Agreement (the “Digital River Command Console” or “DRCC”), or any later subsequent evolution, or replacement, of the DRCC, which will be provided by Digital River to

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

1

Symantec, * for the Term of the Agreement. Symantec may use the Fireclick Technology not only on the Storefront, but also, in Symantec’s sole discretion, on Symantec’s Nitro (Renewal Center) web site, and all Symantec corporate web sites, including both Metro Symantec.com sites, as well as non-Metro Symantec.com sites.

In the event of a Transfer of the Digital River Fireclick subsidiary, which means the business operations and Fireclick Technology acquired by Digital River through its acquisition of Fireclick, Inc. (the “Fireclick Sub”), to a third party, Digital River will use commercially reasonable efforts to give Symantec sixty (60) days written notice of the entry of a letter of intent or equivalent document referencing an intent to make such a Transfer. Notwithstanding the foregoing, Digital River will not be obligated to provide Symantec with more notice that it can provide given the restrictions inherent in such a Transfer, including, but not limited to, confidentiality obligations and the adherence to applicable laws. “Transfer” means a transfer of Control to a third party, with “Control” meaning an ownership interest of fifty percent (50%) or more. Spinning off the Fireclick Sub to create a standalone entity is not considered a Transfer. If Digital River Transfers the Fireclick Sub, neither Digital River nor the entity acquiring the Fireclick Sub will be obligated to continue providing Symantec access to the Fireclick Technology.

If Symantec’s use of the Fireclick Technology is terminated for any reason, Digital River will: (a) within thirty days, at Symantec’s direction, remove any tagging or coding on any Symantec Site included by Digital River in connection with the Fireclick Technology; and (b) within thirty days, at Symantec’s direction, remove Symantec from any features or databases relating to the Fireclick Technology.

3. Exhibits. The Agreement is hereby amended to include a new Exhibit X, “URL Structure Requirements,” as attached hereto.

4. All other provisions of the Agreement, except as modified by this Amendment Ten, shall remain in full force and effect and are hereby reaffirmed.

5. This Amendment Ten is considered effective on the last date for the Symantec signature lines set forth below on this page (the “Amendment Ten Effective Date”) provided that it has been signed by Digital River and has been accepted by Symantec at its principal place of business.

IN WITNESS WHEREOF, the parties hereto have executed this Tenth Amendment on the date specified below.

SYMANTEC CORPORATION
 

Signature:

Printed Name:

Title:

Date:

SYMANTEC LIMITED
 

Signature:

DIGITAL RIVER
 

Signature:

Printed Name:

Title:

Date:

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

2

Printed Name:

Title:

Date:

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

3

Exhibit A to Amendment Ten

The Fireclick Warehouse Suite includes four components and XML feed technology (the Basic Suite does not include the Excel Reporter or XML):

The Fireclick Reporter For Microsoft Excel:

 4 

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

 5 

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

 6 

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

The Fireclick Web Console:

 7 

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

 8 

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

The Fireclick Benchmarking Index:

 9 

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

The Fireclick Site Explorer For Internet Explorer:

 10 

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

Exhibit X to the Agreement
URL Structure Requirements

1.	In order for Symantec to effectively use the Fireclick Technology, as well as certain search engine optimization services, it is necessary for Symantec URLs to follow the below requirements. As a result, Digital River will ensure that all Symantec URLS meet the below requirements.
2.	Examples of Symantec STORE URLs that are unacceptable:
	*
	*
3.	Examples of STORE URLs, outside of Symantec, that are acceptable:
	http://www.macromedia.com/cfusion/store/index.cfm?store=OLS-US
	http://www.macromedia.com/cfusion/store/index.cfm?store=OLS- US#view=ols_prod&loc=en_us&store=OLS- US&category=/Software/Development/StandAlones/Captivate&distributionMethod=FULL
4.	Examples of Symantec CORP URLs that are acceptable:
	http://www.symantec.com/small_business/products/detail/requirements.jsp?cat_id=1030&prod_id=6001
5.	As a general matter, after “.com” Symantec requires consistent and clean variables. The below are provided solely as examples – and do not cover all possible variables that Symantec does not want included in its URL structures. If in doubt regarding whether or not a particular variable is acceptable, Digital River will confirm with either of the Primary Contacts listed in Exhibit X prior to the inclusion of such a variable.
	Sat 1 Sat 2 V2 Ec_Main_Entry SP=10007 V5=31033611 &S1= &S2= &S3= &S4= &S5= &V2= &V3= &V4= &DSP= 0&CUR=840 &PGRP=0 &CACHE_ID=0

 11 

* Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

EX-12.01

EXHIBIT 12.01

Statement Regarding Computation of Ratios

	Year Ended March 31,
	2005			2004			2003
Fixed charges:
Interest expense, including amortization of debt expense	$	12,323,000		$	21,164,000		$	21,166,000
Assumed interest element in rent		5,250,000			4,050,000			3,750,000
Total fixed charges		17,573,000			25,214,000			24,916,000
Earnings:
Income before income taxes		858,128,000			542,222,000			363,631,000
Fixed charges per above		17,573,000			25,214,000			24,916,000
Total earnings	$	875,701,000		$	567,436,000		$	388,547,000
Ratio of earnings to fixed charges		49.83	x		22.50	x		15.59	x
Deficiency of earnings available to cover fixed charges		—			—			—

EX-21.01

Exhibit 21.01

SYMANTEC CORPORATION
SUBSIDIARIES

	State or Other Jurisdiction
Name of Subsidiary	of Incorporation
AXENT EMEA Ltd.	United Kingdom
AXENT Technologies Ltd.	United Kingdom
CKS Limited	United Kingdom
Symantec Canada Corporation	Canada
Delrina Corporation	Canada
Symantec (Deutschland) GmbH	Germany
Symantec (Japan) KK	Japan
Symantec (Singapore) PTE Ltd.	Singapore
Symantec (UK) Ltd	United Kingdom
Symantec Australia Pty. Ltd.	Australia
Symantec (Belgium) B.V.B.A.	Belgium
Symantec Corporation (Malaysia) Sdn. Bhd.	Malaysia
Symantec de Mexico S.A. de C.V.	Mexico
Symantec do Brasil Ltda.	Brazil
Symantec (France) EURL	France
Symantec B.V.	Netherlands
Symantec Financing Ltd.	United Kingdom
Symantec Finland Oy	Finland
Symantec Hong Kong Ltd.	Hong Kong
Symantec Information Technology (Beijing) Ltd.	Beijing, China
Symantec Israel Ltd.	Israel
Symantec Korea Ltd.	Korea
Symantec Limited	Ireland
Symantec New Zealand Limited	New Zealand
Symantec Nordic A.B.	Sweden
Symantec S.A. (Pty) Ltd.	South Africa
Symantec Security Services – Federal, Inc.	Delaware, USA
Symantec Security Services Holding Ltd.	United Kingdom
Symantec SF Corporation	Delaware, USA
Symantec Spain S.L.	Spain
Symantec SRL	Italy
Symantec Switzerland AG	Switzerland
Symantec Taiwan Limited	Taiwan
Symantec Technology Development Ltd.	United Kingdom
PowerQuest Corporation	Utah, USA
ON Technology Corporation	Delaware, USA

	State or Other Jurisdiction
Name of Subsidiary	of Incorporation
ON Technology UK Ltd.	United Kingdom
Symantec Technology Services GmbH	Germany
Symantec Holdings Ltd.	Ireland
Symantec International Ltd.	Ireland
Symantec Cyprus Ltd.	Cyprus
Nexland Inc.	Delaware, USA
Nexland Canada Inc.	Canada
SafeWeb, Inc.	Delaware, USA
Brightmail Incorporated	Delaware, USA
TurnTide LLC	Delaware, USA
@stake, Inc.	Delaware, USA
Symantec-LIRIC Limited	United Kingdom
Platform Logic LLC	Delaware, USA
Symantec (Austria) GmbH	Austria
Symantec Poland SP z.o.o.	Poland
@stake Ltd. (U.K.)	United Kingdom
Brightmail B.V.	Netherlands
Brightmail GmbH	Germany
Brightmail Limited	United Kingdom
Brightmail (Ireland) Ltd.	Ireland
Brightmail Pty. Ltd.	Australia
Symtechnology SU Lda	Portugal

EX-23.01

Exhibit 23.01

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Symantec Corporation:

We consent to the incorporation by reference in the Registration Statements (Form S-8 Nos. 33-31444, 33-32065, 33-33654, 33-37066, 33-42440, 33-44203, 33-46927, 33-51612, 33-54396, 33-55300, 33-64290, 33-70558, 33-80360, 33-88694, 33-60141, 33-64507, 333-07223, 333-18353, 333-18355, 333-39175, 333-71021, 333-71023, 333-31526, 333-31540, 333-31632, 333-47648, 333-52200, 333-56874, 333-64174, 333-81146, 333-102096, 333-106173, 333-116547, 333-117176 and 333-119872, Form S-4 Nos. 333-46264 and 333-122724, and Form S-3 Nos. 33-82012, 33-63513 and 333-77072), of Symantec Corporation of our reports dated June 15, 2005, with respect to the consolidated balance sheets of Symantec Corporation as of March 31, 2005 and 2004, and the related consolidated statements of income, stockholders’ equity, and cash flows for each of the years in the three-year period ended March 31, 2005, and the related financial statement schedule listed in the Index at Item 15(a), management’s assessment of the effectiveness of internal control over financial reporting as of March 31, 2005 and the effectiveness of internal control over financial reporting as of March 31, 2005, which reports appear in the March 31, 2005 annual report on Form 10-K of Symantec Corporation.

/s/ KPMG LLP

Mountain View, California
June 15, 2005

EX-31.01

Exhibit 31.01

Certification of the Chief Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, John W. Thompson, certify that:

1.	I have reviewed this annual report on Form 10-K of Symantec Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(c)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.   The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: June 15, 2005	By: /s/ John W. Thompson
		John W. Thompson
		Chairman and Chief Executive
		Officer

EX-31.02

Exhibit 31.02

Certification of the Chief Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Gregory Myers, certify that:

1.	I have reviewed this annual report on Form 10-K of Symantec Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
c.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.   The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: June 15, 2005	By: /s/ Gregory Myers
		Gregory Myers
		Chief Financial Officer and Senior Vice President of Finance

EX-32.01

Exhibit 32.01

Section 1350 Certification of Chief Executive Officer
Furnished Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

I, John W. Thompson, certify to the best of my knowledge based upon a review of the Form 10-K, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that (i) the Form 10-K fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended, and (ii) the information contained in the Form 10-K fairly presents in all material respects the financial condition and results of operations of Symantec Corporation for the annual period covered by the Form 10-K.

Date: June 15, 2005	By: /s/ John W. Thompson
		John W. Thompson
		Chairman and Chief Executive
		Officer

A signed original of this written statement required by Section 906 has been provided to Symantec Corporation and will be retained by it and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.02

Exhibit 32.02

Section 1350 Certification of Chief Financial Officer
Furnished Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

I, Gregory Myers, certify to the best of my knowledge based upon a review of the Form 10-K, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that (i) the Form 10-K fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended, and (ii) the information contained in the Form 10-K fairly presents in all material respects the financial condition and results of operations of Symantec Corporation for the annual period covered by the Form 10-K.

Date: June 15, 2005	By: /s/ Gregory Myers
		Gregory Myers
		Chief Financial Officer and Senior Vice President of Finance

A signed original of this written statement required by Section 906 has been provided to Symantec Corporation and will be retained by it and furnished to the Securities and Exchange Commission or its staff upon request.