Bank of America, N. A.
Attn: Jake Mendelsohn
Bank of America Tower
One Bryant Park, 8^th Floor
New York, NY 10036
Tel: 646-855-8902
Fax: 212-230-8343

July 8, 20 11

Collared Accelerated Share Repurchase Transaction

Net App, Inc.
495 East Java Drive
Sunnyvale, California 94089

Dear Sir/Madam:

The purpose of this letter agreement (this "Confirmation") is to confirm the terms and conditions of the Transaction entered into between Bank of America, N. A ("Seller") and Net App, Inc., a Delaware corporation, (the "Issuer") on the Trade Date specified below (the "Transaction"). This confirmation, together with the related Trade Notification (defined below), constitutes a "Confirmation" as referred to in the ISDA Master Agreement specified below.

The additional terms of any particular Transaction shall be set forth in a Trade Notification in the form of Schedule II hereto (a "Trade Notification"), which shall reference the Confirmation and supplement, form a part of, and be subject to such Confirmation. The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (as published by the International Swaps and Derivatives Association, Inc. ("ISDA")) (the "Equity Definitions") are incorporated into this Confirmation. If, in relation to any Transaction to which this Confirmation and a Trade Notification relate, there is any inconsistency between the Agreement, this Confirmation, any Trade Notification and the Equity Definitions, the following will prevail for purposes of such Transaction in the order of precedence indicated: (i) such Trade Notification, (ii) this Confirmation; (iii) the Agreement; and (iv) the Equity Definitions. Any reference to a currency shall have the meaning contained in Annex A to the 1998 ISDA FX and Currency Option Definitions, as published by ISDA.

This Confirmation evidences a complete and binding agreement between Seller and Issuer as to the terms of the Transaction to which this Confirmation relates. This Confirmation shall be subject to an agreement (the "Agreement") in the form of the 2002 ISDA Master Agreement (the "ISDA Form") as if Seller and Issuer had executed an agreement in such form without any Schedule. For the avoidance of doubt, the Transaction shall be the only transaction under the Agreement. If there exists any ISDA Master Agreement between Seller and the Issuer or any confirmation or other agreement between Seller and the Issuer pursuant to which an ISDA Master Agreement is deemed to exist between Seller and the Issuer, then notwithstanding anything to the contrary in such ISDA Master Agreement, such confirmation or agreement or any other agreement

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