CONFIDENTIAL EXECUTIVE RESIGNATION AGREEMENT
AND GENERAL RELEASE OF CLAIMS

1. P. Jackson Bell ("Executive") was employed by Adobe Systems Incorporated (the "Company") on or about November 11, 1996. Executive has now decided to resign from his employment with the Company. It is the Company's desire to provide Executive with certain benefits that he would not otherwise be entitled to receive upon his resignation and to resolve any claims that Executive has or may have against the Company. Accordingly, Executive and the Company agree as set forth below. This Agreement shall become effective on the eighth day after it is signed by Executive, but only if Executive has not previously revoked his acceptance of this Agreement.

2. Executive hereby resigns from (a) his employment with the Company and any of its subsidiaries, and (b) any positions that he holds as an officer of the Company and/or any of its subsidiaries (including, but not limited to, his positions as Executive Vice President, Chief Administrative Officer, Chief Financial Officer and Assistant Secretary of the Company), with all such resignations effective as of August 11, 1998 (the "Resignation Date").

3. The Company will provide Executive with the following payments and benefits when this Agreement becomes effective:

(a) a lump sum severance payment of$750,000.00, less applicable withholding (provided that if such payment and/or any other benefits that Executive receives under this Agreement constitute an "excess parachute payment" within the meaning of Section 280G of the Internal Revenue Code, then such payment and/or benefits shall be reduced to the amount that has the maximum value to Executive without causing any such payment to be nondeductible by the Company under Section 280G); this severance payment will be made to Executive within five business days following the date on which this Agreement becomes effective; and

(b) Executive and his eligible dependents will receive continued group health insurance coverage in accordance with federal law (COBRA) at the Company's expense for the period starting on the Resignation Date and ending on the earlier of (i) February 11, 2000, or (ii) the date on which Executive first becomes eligible to obtain other group health insurance coverage through another employer.

Executive will be (or has been) paid all wages and accrued, unused vacation that he earns through the Resignation Date, and he will receive all of his vested benefits under the Company's 401 (k) and employee stock purchase plans in accordance with the terms of those plans. Executive's rights with respect to any equity awards (such as stock options, performance share unit awards and restricted units in Adobe Incentive Partners, L. P.) shall be determined in accordance with the terms of the applicable equity award plans and/or agreements, which are not modified in any way by this Agreement. Executive understands and acknowledges that he shall not be entitled to any payments or benefits (including, but not limited to, any bonus for the second half of the Company's 1998 fiscal year) from the Company other than those expressly set forth in this paragraph 3.

4. Executive and his successors release the Company, its subsidiaries and their respective shareholders, investors, directors, officers, employees, agents, attorneys, insurers, legal successors and assigns of and from any and all claims, actions and causes of action, whether now known or unknown, which Executive now has, or at any other time had, or shall or may have against the released parties based upon or arising out of any matter, cause, fact, thing, act or omission whatsoever occurring or existing at any time up to and including the date on which this Agreement becomes effective, including, but not limited to, any claims of breach of contract, wrongful termination, retaliation, fraud, defamation, infliction of emotional distress or national origin, race, age, sex, sexual orientation, disability or other discrimination or harassment under the Civil Rights Act of 1964, the Age Discrimination In Employment Act of 1967, the Americans With Disabilities Act, the Fair Employment and Housing Act or any other applicable law. The parties agree that this release of claims shall not affect Executive's right to be indemnified by the Company in accordance with the terms of their Indemnity Agreement of May 30, 1997.

5. Executive acknowledges that he has read section 1542 of the Civil Code of the State of California, which states in full:

A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.

Executive waives any rights that he has or may have under section 1542 to the full extent that he may lawfully waive such rights pertaining to this general release of claims, and affirms that he is releasing all known and unknown claims that he has or may have against the parties listed above.

6. Executive acknowledges and agrees that he shall continue to be bound by and comply with the terms of the Employee Inventions and Proprietary Rights Assignment Agreement that Executive signed in connection with his employment by the Company.

7. Prior to the Resignation Date, the Company will provide Executive with a form of press release announcing the termination of their employment relationship. The Company will consider any reasonable revisions that Executive may propose to the press release, but the Company will determine, in its sole discretion, whether any such revisions are made to the press release. The press release will be issued by the Company no later than August 11, 1998.

8. Executive agrees that he shall not:

(a) for a period of six months following the Resignation Date, directly or indirectly disclose any of the terms of this Agreement to anyone other than his immediate family or counsel, except as such disclosure may be required for accounting or tax reporting purposes or as otherwise may be required by law;

(b) make any critical or disparaging statements at any time about the Company, or any of its products or employees, unless such statements are made truthfully in response to a subpoena or other legal process; or

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