CONFIDENTIAL RESIGNATION AGREEMENT
                            AND GENERAL RELEASE OF CLAIMS


1.  Stephen A. MacDonald ("Employee") was employed by Adobe Systems
    Incorporated (the "Company") on May 16, 1983, and is currently employed by
    the Company as its Senior Vice President and Co-Chief Operating Officer.
    On or about September 22, 1995, the Company and Employee entered into a
    Severance and Change of Control Agreement (the "Severance Agreement").  The
    Severance Agreement provides, among other things, that Employee is not
    entitled to receive any severance pay or benefits in the event that he
    resigns from his employment with the Company.  Employee has now decided to
    resign from his employment with the Company effective as of April 30, 1996
    (the "Resignation Date").  In order to provide Employee with severance pay
    that he would not otherwise be entitled to receive upon his resignation,
    and to settle and resolve any claims that he has or may have against the
    Company, Employee and the Company agree as set forth below.

2.  Employee hereby resigns from his position as the Company's Senior Vice
    President and Co-Chief Operating Officer, and positions with any subsidiary
    of the Company and also from his employment with the Company, effective as
    of the Resignation Date.

3.  Upon the effectiveness of this Agreement, and in exchange for the release
    of claims below, the Company shall provide Employee with a lump sum
    severance payment of $241,300 equal to six times his monthly base salary
    plus six months of targeted bonuses at Employee's final salary rate, less
    applicable withholding.  Employee will be paid for all wages and accrued,
    unused vacation that he earns through the Resignation Date.  Employee shall
    be entitled to exercise any of his Company-granted stock options to the
    extent that they are vested as of the Resignation Date; such exercise(s),
    if any, shall be in accordance with the terms of the applicable stock
    option agreements between Employee and the Company.  Following the
    Resignation Date, Employee may elect to purchase continued group health
    insurance coverage at his own expense in accordance with COBRA.  Employee
    understands and acknowledges that he shall not be entitled to any
    compensation or benefits from the Company other than those described in
    this paragraph 3.

4.  Employee and his successors and assigns release and absolutely discharge
    the Company and its current and former shareholders, directors, officers,
    employees, agents, attorneys, legal successors and assigns of and from any
    and all claims, actions and causes of action, whether now known or unknown,
    which Employee


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    now has, or at any other time had, or shall or may have against the Company
    based upon or arising out of any matter, cause, fact, thing, act or
    omission whatsoever occurring or existing at any time to and including the
    effective date hereof, including, but not limited to, any claims of
    wrongful termination, breach of contract, defamation or national origin,
    race, age, sex, disability or other discrimination or harassment under the
    Civil Rights Act of 1964, the Fair Employment and Housing Act, the Age
    Discrimination in Employment Act of 1967, the Americans With Disabilities
    Act or any other applicable law.

5.  Employee acknowledges that he has read section 1542 of the Civil Code of
    the State of California which states:

         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.

    Employee waives any rights that he has or may have under section 1542 of
    the Civil Code to the full extent that he may lawfully waive such rights
    with respect to this general release of claims.

6.  The Company and its successors and assigns release and absolutely discharge
    the Employee and his legal successors and assigns of and from any and all
    known claims, actions and causes of action which the Company now has
    against the Employee as of the effective date hereof.

7.  Employee acknowledges and agrees that he shall continue to be bound by and
    comply with the terms of any proprietary rights, assignment of inventions
    or confidentiality agreements between the Company and Employee.  Employee
    further agrees that on or before the Resignation Date, he shall return to
    the Company any and all property of the Company which is in Employee's
    possession or control, including, but not limited to, keys, computer
    equipment, software, cellular phones, and all documents (and copies
    thereof) that relate to or arise out of the Company's business.

8.  Employee agrees to cooperate with the Company and its counsel (a) in any
    investigations (including internal investigations) and audits of the
    Company's and any subsidiary's current and past conduct and business and
    accounting practices and (b) in the Company's defense of, or arising from
    any charge, complaint or other action which has been or may be filed
    relating to the period during which the Employee was engaged in employment
    with the Company.  Subject to documentation and itemization to the
    Company's reasonable satisfaction, the Company agrees to pay all travel
    expenses, attorney fees and other out-of-pocket expenses, actually,
    necessarily and reasonably incurred by


<PAGE>

    Employee in connection with the activities described in the preceding
    sentence.  Except as required by law or authorized in advance by the Board
    of Directors, Employee shall not communicate, directly or indirectly, with
    any third party concerning the management or governance, the operations, or
    the financial status, of the Company or any of its subsidiaries.  Employee
    shall direct inquiries from third parties on these issues to the Company.
    Employee acknowledges that any violation of this paragraph will result in
    irreparable harm to the Company and will give rise to an immediate action
    by the Company for injunctive relief.

9.  The prevailing party shall be entitled to recover from the losing party its
    attorneys' fees and costs incurred in any lawsuit or other action brought
    to enforce any right arising out of this Agreement.

10. Employee agrees that he shall not 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.

11. Employee agrees that for a period of eighteen months after the effective
    date of this Agreement, he shall not, either directly or indirectly,
    solicit or encourage any employee of the Company to terminate his or her
    employment with the Company.

12. This Agreement constitutes the entire agreement between the parties with
    respect to the subject matter hereof and supersedes all prior negotiations
    and agreements, whether written or oral, with the exception of (a) any
    stock option plans/agreements between the parties, (b) the Severance
    Agreement (c) any agreements described in paragraph 6, and (d) the
    Indemnity Agreement dated June 9, 1988, all of which agreements shall
    remain in full force and effect.  This Agreement may not be modified or
    amended except by a document signed by an authorized officer of the Company
    and Employee.


EMPLOYEE ACKNOWLEDGES THAT HE HAS BEEN ADVISED TO CONSULT WITH AN ATTORNEY PRIOR
TO SIGNING THIS AGREEMENT AND THAT HE IS GIVING UP ANY LEGAL CLAIMS HE HAS
AGAINST THE RELEASED PARTIES BY SIGNING THIS AGREEMENT.  EMPLOYEE UNDERSTANDS
THAT HE MAY HAVE UP TO 21 DAYS TO CONSIDER THIS AGREEMENT, THAT HE MAY REVOKE IT
AT ANY TIME DURING THE SEVEN DAYS AFTER HE SIGNS IT, AND THAT IT SHALL NOT
BECOME EFFECTIVE UNTIL THAT SEVEN-DAY PERIOD HAS PASSED.  EMPLOYEE FURTHER
ACKNOWLEDGES THAT HE IS SIGNING THIS AGREEMENT KNOWINGLY, WILLINGLY AND
VOLUNTARILY IN EXCHANGE FOR THE SEVERANCE PAYMENT DESCRIBED IN PARAGRAPH 3.


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Date: March 15, 1996              ------------------------------------
                                  Stephen A. MacDonald



Date: February 13, 1996           Adobe Systems Incorporated



                             By:
                                ---------------------------------
                                  John Warnock


Source: OneCLE Business Contracts.