---

---

---

---

1.	Election of nine directors

2.	Ratification of Ernst & Young LLP as our independent registered public accounting firm for fiscal year ending July 31, 2013

3.	Advisory vote to approve executive compensation

4.	Approve the material terms of the performance goals under the Intuit Inc. Senior Executive Incentive Plan

5.	Consider other matters that may properly come before the meeting

---

---

•	the majority of our officer compensation is in the form of performance-based incentives, and 70% of the value of those incentives is in the form of performance-based restricted stock units, which use a variety of performance measures, including performance versus three-year operating goals that reflect our strategic plan and relative total shareholder return ("TSR") compared to a peer group;

•	we do not provide special retirement benefits designed solely for executive officers;

•	we do not provide any excise tax “gross-up” payments if a severance payment is considered an excess parachute payment under U.S. tax laws;

•	we do not provide perquisites or other executive benefits based solely on rank;

•	we have implemented “clawback” provisions for performance-based equity awards; and

•	we have implemented stock ownership guidelines for executive officers at the senior vice president level and above and non-employee directors, with the CEO guideline set at six times his salary and non-employee director guideline set at five times retainer.

---

•	to elect nine directors nominated by the Board of Directors to hold office until the next annual meeting of stockholders or until their respective successors have been elected and qualified;

•	to ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending July 31, 2013;

•	to hold an advisory vote to approve executive compensation; and

•	to approve the material terms of the performance goals under the Intuit Inc. Senior Executive Incentive Plan.

---

•	via the Internet at www.proxyvote.com (as described in the Notice of Internet Availability);

•	by phone (your Notice of Internet Availability provides information on how to access your proxy card, which contains instructions on how to vote by telephone); or

•	by requesting, completing and mailing in a paper proxy card, as outlined in the Notice of Internet Availability.

---

---

---

---

•	the Board has adopted majority voting in uncontested elections of directors;

•	a majority of the board members are independent of Intuit and its management;

•	the independent members of the Board meet regularly without the presence of management;

---

•	all members of the committees of the Board are independent;

•	the charters of the committees of the Board clearly establish the committees' respective roles and responsibilities;

•	Intuit has adopted a code of business conduct and ethics for employees that is monitored by Intuit's ethics office;

•

Intuit's ethics office has a hotline available to all employees, and Intuit's Audit and Risk Committee has procedures in place to receive and process complaints regarding accounting, internal accounting controls or auditing matters and for employees to make confidential, anonymous complaints regarding questionable accounting, auditing, federal securities law matters or violations of the Intuit's Code of Conduct and Ethics;

•	Intuit has adopted a code of ethics that applies to all directors;

•	Intuit's internal audit control function maintains critical oversight over the key areas of its business and financial processes and controls, and reports directly to Intuit's Audit and Risk Committee;

•	Intuit has adopted stock ownership guidelines for its non-employee directors and executive officers at the senior vice president level and above (which requirements are described in the “Compensation Discussion and Analysis” of this proxy statement starting on page 25); and

•	the Board and its committees receive periodic updates on regulatory and other developments relevant to the Board from management and outside experts.

---

•	The Audit and Risk Committee has primary responsibility for overseeing our ERM program. The Chief Risk Officer reports on a quarterly basis to the Audit and Risk Committee on Intuit’s top risk areas and the progress of the ERM program. The Audit and Risk Committee also has oversight responsibilities with respect to particular risks such as financial management and fraud.

•

The Board’s other committees — Compensation and Organizational Development, Nominating and Governance, and Acquisition — oversee risks associated with their respective areas of responsibility. The Compensation and Organizational Development Committee considers the risks associated with our compensation policies and practices for executives and employees generally. The Nominating and Governance Committee considers risks associated with corporate governance and overall board effectiveness, including recruiting appropriate Board members. The Acquisition Committee considers risks associated with Intuit’s merger and acquisition activities and the strategy and business models of acquisition candidates.

•

At each quarterly Board meeting, members of each committee provide a report to the full Board covering the committee’s risk oversight and other activities. The full Board receives an annual update from the Chief Risk Officer regarding the top enterprise-wide risks. The full Board also considers and provides oversight of specific strategic risks, including those relating to Intuit's business models and inorganic growth strategy. The Board also receives detailed reports at quarterly Board meetings from the Chief Executive Officer and the heads of our principal business units, which include discussions of the risks involved in their respective areas of responsibility. The senior management team also informs the Board routinely of developments that could affect our risk profile or other aspects of our business.

---

---

---

---

(1)

These amounts represent the aggregate grant date fair value of restricted stock units (“RSUs”) granted during fiscal 2012, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, “Compensation – Stock Compensation,” (“FASB ASC Topic 718”), assuming no forfeitures. Please see the “Equity Grants to Directors During Fiscal Year 2012” and “Outstanding Equity Awards for Directors at Fiscal Year-End 2012 (Exercisable and Unexercisable)” tables for information regarding the grant date fair value of RSUs granted during the fiscal year and the number of awards outstanding for each director at the end of the fiscal year.

(2)	As disclosed in the proxy statement for our January 19, 2012 Annual Meeting of Stockholders, Mr. Batchelder and Mr. Hallman did not stand for re-election to our Board at that meeting.

(3)	This amount represents a stipend paid to Mr. Campbell for his role as a member and Non-Executive Chairman of the Board and reflects the revised compensation program adopted by the Board, which became effective in January 2012.

(4)	This amount represents a charitable contribution match made by Intuit during fiscal 2012 under its charitable contribution matching program, which is available to all Intuit employees.

(5)	Mr. Cook’s compensation represents an annual salary of $500,000; an incentive bonus of $300,000 awarded for service in fiscal 2012; and premiums for Intuit’s Executive Long-Term Disability Plan of $3,714. Mr. Cook did not receive any equity awards from Intuit during fiscal 2012.

(6)	Mr. Weiner has elected to receive fees due him for service on the Board in RSUs in accordance with Intuit's Director Compensation Program. Please see the “Equity Grants to Directors During Fiscal Year 2012” table for more information.

---

(1)

These amounts represent the aggregate grant date fair value of these awards computed in accordance with FASB ASC Topic 718 assuming no forfeitures. Since the RSUs granted in the table above are not entitled to dividends, the grant date fair value of these awards was calculated using the closing market price of Intuit’s common stock on the date of grant adjusted downward for the present value of the dividends expected to be paid on the shares during the vesting period.

(2)	Annual Non-Employee Board Member grant which, subject to the director's continued service, vests as to 100% of the shares on January 1, 2013.

(3)	Annual Chairman of the Board grant which, subject to the director's continued service, vests as to 100% of the shares on January 1, 2013.

(4)	New Board Member grant which, subject to the director's continued service, vests as to 50% of the shares on April 1, 2013 and 50% of the shares on April 1, 2014.

(5)	Prorated Annual Non-Employee Board Member grant which, subject to the director's continued service, vests as to 100% of the shares on April 1, 2013.

(6)	Conversion Grant (described below under “Annual Retainer and Equity Compensation Program for Non-Employee Directors (after January 19, 2012)”) for shares equivalent in fair value on the date of grant to the prorated annual Non-Employee Board Member cash retainer. This grant vested as to 258 shares on April 27, 2012, 323 shares on July 25, 2012, and 324 shares on October 17, 2012.

---

---

---

---

•	Each Named Executive Officer (defined on page 25),

•	Each director and nominee,

•	All current directors, nominees and executive officers as a group, and

•	Each stockholder beneficially owning more than 5% of our common stock.

(1)	Represents 14,381,868 shares held by trusts, of which Mr. Cook is a trustee.

(2)	Includes 529,944 shares issuable upon exercise of options and upon settlement of vested restricted stock units held by Mr. Smith and 84,918 shares held by a family trust, of which Mr. Smith is a trustee.

---

(3)	Includes 168,955 shares issuable upon exercise of options and upon settlement of vested restricted stock units held by Mr. Williams.

(4)	Includes 112,848 shares issuable upon exercise of options and upon settlement of vested restricted stock units held by Mr. Patel.

(5)	Includes 146,739 shares issuable upon exercise of options and upon settlement of vested restricted stock units held by Ms. Fennell.

(6)	Includes 174,332 shares issuable upon exercise of options and upon settlement of vested restricted stock units held by Mr. Maurer.

(7)	Includes 202,807 shares issuable upon exercise of options and upon settlement of vested restricted stock units held by Mr. Brody.

(8)	Includes 169,291 shares issuable upon exercise of options and upon settlement of vested restricted stock units held by Ms. Greene.

(9)	Represents 147,769 shares issuable upon exercise of options and upon settlement of vested restricted stock units held by Mr. Kangas.

(10)	Includes 150,000 shares issuable upon exercise of options and upon settlement of vested restricted stock units held by Ms. Nora Johnson.

(11)	Includes 80,000 shares issuable upon exercise of options and upon settlement of vested restricted stock units held by Mr. Powell.

(12)	Represents 905 shares issuable upon settlement of vested restricted stock units held by Mr. Weiner.

(13)	Includes 1,938,723 shares issuable upon exercise of options and upon settlement of vested restricted stock units. Represents shares and options held by the individuals described in Notes 1 through 14, plus an additional 2,437 outstanding shares and 55,133 shares issuable upon exercise of options and upon settlement of vested restricted stock units held by other executive officers.

(14)	Ownership information for FMR LLC (“FMR”) is based on a Schedule 13G filed with the SEC by FMR, reporting ownership as of December 31, 2011. FMR reported sole voting power as to 782,744 shares and sole dispositive power as to 22,617,101 shares. The address of FMR is 82 Devonshire Street, Boston, Massachusetts 02109.

(15)	Ownership information for PRIMECAP Management Company (“PRIMECAP”) is based on a Schedule 13G filed with the SEC by PRIMECAP, reporting ownership as of December 31, 2011. PRIMECAP reported sole voting power as to 5,822,199 shares and sole dispositive power as to 21,920,574 shares. The address of PRIMECAP is 225 South Lake Avenue #400, Pasadena, California 91101.

(16)	Ownership information for BlackRock, Inc. (“BlackRock”) is based on a Schedule 13G filed with the SEC by BlackRock, reporting ownership as of December 30, 2011. BlackRock reported sole voting power and sole dispositive power as to 16,397,976 shares. The address of BlackRock is 40 East 52nd Street, New York, New York 10022.

---

(1)	RSUs have been excluded for purposes of computing weighted average exercise prices.

(2)	Represents 17,567,779 shares issuable upon exercise of options and 9,037,642 shares issuable upon vesting of RSU awards, which are settled for shares of Intuit common stock on a one-for-one basis.

(3)	Represents 493,115 shares issuable upon exercise of options and 569,542 shares issuable upon vesting of RSU awards which were assumed in connection with corporate acquisitions.

(4)	Represents 21,759,936 shares available for issuance under our 2005 Equity Incentive Plan and 4,749,188 shares available for issuance under our Employee Stock Purchase Plan.

---

•	Brad D. Smith, President and Chief Executive Officer

•	R. Neil Williams, Senior Vice President and Chief Financial Officer

•	Kiran M. Patel, Executive Vice President and General Manager, Small Business Group

•	Laura A. Fennell, Senior Vice President, General Counsel and Corporate Secretary

•	Daniel R. Maurer, Senior Vice President and General Manager, Consumer Group

•

Revenue for our Small Business Group increased 14% for the year, with customer growth for each of QuickBooks Online, Online Payroll and payments of 28%, 19% and 13%, respectively. Our Consumer Tax business, which includes our TurboTax online and desktop offerings, delivered 11% revenue growth for fiscal 2012. In addition, the Company improved customer satisfaction scores in most of our businesses.

•	While achieving strong revenue growth in these core businesses, Intuit also intensified and refined its focus on building adjacent businesses through acquisitions such as Demandforce, which offers an innovative software-as-a-service solution that is well aligned with our connected services strategy.

•	Intuit also continued to accelerate its transition to connected services, with connected services representing 64% of Intuit's revenue in fiscal 2012, up from 50% just five years ago.

---

•	The majority of our officer compensation is in the form of performance-based incentives, and more than 50% of those incentives are in the form of performance-based RSUs, which use a variety of measures, including performance versus three-year operating goals that reflect our strategic plan and relative TSR compared to a peer group;

•	We do not provide special retirement benefits designed solely for executive officers;

•	We do not provide any excise tax “gross-up” payments in the event that a severance payment is considered an excess parachute payment under U.S. tax laws;

•	We do not provide perquisites or other executive benefits based solely on rank;

•	We have implemented “clawback” provisions for performance-based equity awards; and

•	We have implemented stock ownership guidelines for executive officers at the senior vice president level and above and non-employee directors, with the CEO guideline set at six times his base salary.

---

---

---

•	25% of each executive’s bonus was based on overall Company performance against specific revenue and operating income targets; and

•	75% of each executive’s bonus was based on individual performance, in the context of each executive’s business unit or functional group results.

---

•	Increased employee engagement scores to best-in-class levels, as measured by an independent third party;

•	Significantly increased the Company's rank on Fortune magazine's “Great Place to Work” survey;

•	Ranked #1 on Fortune magazine's “Most Admired Software Company” survey;

•	Held or gained share in our major product lines;

•	Significantly increased the number of active mobile users and applications;

•	Achieved strong revenue and operating income results for fiscal year 2012 in a challenging environment, against goals which reflected above median performance at the time they were set; and

•	Grew stock price at a higher growth rate than that of the NASDAQ Composite.

---

•	Revenue growth

•	Non-GAAP operating income growth

•	Leadership results

◦	Build durable advantage in operating infrastructure including a multi-year IT and technology roadmap

◦	Uphold high customer experience results as measured by customer satisfaction scores

◦	Talent management (hiring, retention and development, with specific focus on attracting and retaining technical talent)

◦	Maintain high employee satisfaction scores in a challenging labor market (as measured through independent annual survey and related actions)

◦	Enhance the engineering culture by engaging and empowering technical talent to create great products

◦	Develop a collaborative management environment that empowers leaders

---

•	Long-term strategic plan for Intuit that accelerates our growth track

◦	Articulate a long-term vision (10 years) and strategic plan (3-5 years) for the Company

◦	Demonstrate progress against 3-year plans for each major business unit

◦	Execute on strategic plans for growth

•	Multi-year leadership strategy and progress

◦	Management growth and succession plans; strong business leaders and pipeline; hiring and retention of key technical talent

◦	Trend for employee engagement results (annual survey and related actions); addressing any specific issues which arise

◦	Trend for customer experience results as measured by customer satisfaction scores

---

---

---

---

(1)	Linear interpolation between defined points.

(2)	Total Column is an example only, which illustrates the potential percentage of Operating Performance RSUs vesting based on achieving comparable levels of revenue growth and GAAP operating income growth.

---

(1)	Linear interpolation between defined points.

(2)	Payouts capped at 100% if absolute 3-year TSR is negative.

---

---

---

---

---

(1)	The amount includes a deferral at the recipient's election under the Non-Qualified Deferred Compensation Plan. See “Non-Qualified Deferred Compensation for Fiscal 2012” on page 52 for more information.

(2)

The amount, timing and grant date fair value of these awards are described in more detail in the “Compensation Discussion and Analysis” beginning on page 25 and are included in the table below named “Grants of Plan-Based Awards in Fiscal Year 2012.” In addition to annual stock awards, the amounts above include the fair value of RSUs which Intuit granted in August of each fiscal year to match RSUs which certain Named Executive Officers purchased with amounts deferred from their bonuses earned in such fiscal year under the MSPP. Amounts presented in the table above represent the aggregate grant date fair value of awards granted during the applicable fiscal year, computed in accordance with FASB ASC Topic 718 assuming no forfeitures. For each of the RSU awards granted prior to July 2011, the grant date fair value of these awards is calculated using the closing price of Intuit’s common stock on the date of grant. In July 2011, we determined that it was probable that we would pay cash dividends in the future. Since RSU holders were not entitled to dividends, starting in July 2011 we began adjusting the fair value of equity awards to take into account the present value of the dividends expected to be paid on the shares during the vesting period, discounted at the appropriate risk-free interest rate, in accordance with Topic 718. Since all RSU holders began receiving dividend equivalent rights in conjunction with RSU awards granted in July 2012 and thereafter, in accordance with Topic 718 we did not adjust the closing price of Intuit's common stock on the date of grant for dividends when valuing the July 2012 RSU awards to Named Executive Officers. For any awards that are subject to performance conditions, the grant date fair value is based upon the probable outcome of such conditions. The “Grants of Plan-Based Awards in Fiscal Year 2012” table also describes the value of such performance-based awards assuming that the highest level of performance conditions is achieved. Amounts listed for fiscal 2010 include the grant date fair value of awards made in both (i) August 2009 (shortly after the beginning of fiscal 2010) in recognition of

---

(3)

The amount, timing and grant date fair value of these awards are described in more detail in the “Compensation Discussion and Analysis” beginning on page 25 and are included in the table below named “Grants of Plan-Based Awards in Fiscal Year 2012.” Amounts presented in the table above represent the aggregate grant date fair value of options granted during the applicable fiscal year, computed in accordance with FASB ASC Topic 718 assuming no forfeitures. For information on the valuation assumptions with respect to stock option grants and for a complete description of the valuation of share-based compensation, see Intuit’s Annual Report on Form 10-K for the fiscal year ended July 31, 2012. Amounts listed for fiscal 2010 include the grant date fair value of option awards made in both (i) August 2009 (shortly after the beginning of fiscal 2010) in recognition of performance for fiscal 2009, and (ii) July 2010 (shortly before the end of fiscal 2010) in recognition of performance for fiscal 2010.

(4)	These amounts represent the amounts earned for performance under Intuit’s SEIP during the applicable fiscal year and paid in the month following each fiscal year end. The SEIP is described in more detail in the “Compensation Discussion and Analysis” beginning on page 25.

(5)

The amount includes a deferral of the amount set forth in the table below at the recipient's election under the MSPP. Under the terms of the MSPP, a participant may elect to use a stated portion of his or her annual SEIP award to purchase RSUs under Intuit’s 2005 Equity Incentive Plan. Intuit then matches these purchased RSUs with another grant of RSUs that vest three years from the date of grant. The MSPP is described in greater detail on page 39.

(6)	The amount includes the items of other compensation set forth in the table below.

---

(1)	Awards made pursuant to Intuit’s 2005 Equity Incentive Plan.

---

(2)

These amounts represent the aggregate grant date fair value of these awards computed in accordance with FASB ASC Topic 718 assuming no forfeitures. For the awards which are subject to performance-based conditions as described in the footnotes below, the amounts shown in the “Target” column reflect estimates of the probable outcomes of the performance conditions judged as of the time of issuance. These are the amounts reflected in the “Summary Compensation Table.” The amounts shown in the “Maximum” column assume the highest level of performance would be achieved with respect to the performance conditions.

(3)	Represents awards that could have been earned based on performance in fiscal year 2012. These columns show the awards that were possible at the Target and Maximum levels of performance. The maximum award that could have been earned by each Named Executive Officer was the lesser of 250% of the Target or $5 million.

(4)	Represents Intuit matching grants of RSUs under the MSPP, which vest on the third anniversary of the grant date.

(5)	Assuming Intuit’s achievement of a one-year operating income performance goal, these RSUs will vest as to 50% of the shares on July 1, 2015 and 50% of the shares on July 1, 2017.

(6)	Depending upon the degree of Intuit’s achievement of certain three-year revenue and operating income performance goals (the “Operating Performance Goals”), these RSUs will vest as to 50% of the earned shares on September 1, 2015 and 50% of the earned shares on September 1, 2017.

(7)	Depending on Intuit’s relative total shareholder return for the three-year period ending July 31, 2015 compared to a pre-established peer group (the “TSR Goals”), these RSUs will vest as to 50% of the earned shares on September 1, 2015 and 50% of the earned shares on September 1, 2017.

(8)	Assuming Intuit’s achievement of a one-year operating income performance goal, these RSUs vest as to 331/3% of the shares on each of July 1, 2013, July 1, 2014 and July 1, 2015.

(9)	Depending upon the degree of Intuit’s achievement of the Operating Performance Goals, the earned potion of these RSUs will vest on September 1, 2015.

(10)	Depending upon Intuit’s achievement of the TSR Goals, the earned portion of these RSUs will vest on September 1, 2015.

(1)	These amounts represent the aggregate grant date fair value of these awards computed in accordance with FASB ASC Topic 718 assuming no forfeitures.

(2)	This option vests as to 50% of the underlying shares on July 25, 2015 and 50% of the shares on July 25, 2017.

(3)	This option vests as to 331/3% of the underlying shares on July 25, 2013 and 2.778% of the shares each month thereafter.

---

(1)	This option vested as to 50% of the underlying shares on January 1, 2011, and vests as to 50% of the shares on January 1, 2013.

(2)	This option vested as to 50% of the underlying shares on July 23, 2011, and vests as to 50% of the shares on July 23, 2013.

---

(3)	This option vests as to 50% of the underlying shares on August 11, 2012 and 50% of the shares on August 11, 2014.

(4)	This option vests as to 50% of the underlying shares on July 22, 2013 and 50% of the shares on July 22, 2015.

(5)	This option vests as to 50% of the underlying shares on July 20, 2014 and 50% of the shares on July 20, 2016.

(6)	This option vests as to 50% of the underlying shares on July 25, 2015 and 50% of the shares on July 25, 2017.

(7)	This option vested as to 331/3% of the underlying shares on August 11, 2010, and vests as to 2.778% of the shares each month thereafter.

(8)	This option vested as to 331/3% of the underlying shares on July 22, 2011, and vests as to 2.778% of the shares each month thereafter.

(9)	This option vested as to 331/3% of the underlying shares on July 20, 2012, and vests as to 2.778% of the shares each month thereafter.

(10)	This option vests as to 331/3% of the underlying shares on July 25, 2013 and 2.778% of the shares each month thereafter.

---

---

---

(1)	Because the specified performance goals were achieved, these RSUs will vest on August 1, 2013.

(2)	These RSUs vested as to 50% of the shares on August 1, 2012, and will vest as to 50% of the shares on August 1, 2014.

(3)	Because the specified performance goals were achieved, these RSUs vested as to 50% of the shares on August 1, 2012, and will vest as to 50% of the shares on August 1, 2014.

(4)	Represents Intuit matching grants of RSUs under the MSPP, which vest on the third anniversary of the grant date.

(5)	Because the specified performance goals were achieved, these RSUs will vest as to 50% of the shares on July 1, 2013 and 50% of the shares on July 1, 2015.

(6)	Depending upon the degree of Intuit’s achievement of the Operating Performance Goals, these RSUs will vest as to 50% of the earned shares on September 1, 2013 and 50% of the earned shares on September 1, 2015.

(7)	Number of shares based on achievement of maximum goals. Depending upon Intuit’s achievement of the TSR Goals, these RSUs will vest as to 50% of the earned shares on September 1, 2013 and 50% of the earned shares on September 1, 2015.

(8)	Because the specified performance goals were achieved, these RSUs will vest as to 50% of the shares on July 1, 2014 and 50% of the shares on July 1, 2016.

(9)	Depending upon the degree of Intuit’s achievement of the Operating Performance Goals, these RSUs will vest as to 50% of the earned shares on September 1, 2014 and 50% of the earned shares on September 1, 2016.

(10)	Number of shares based on achievement of maximum goals. Depending upon Intuit’s achievement of the TSR Goals, these RSUs will vest as to 50% of the earned shares on September 1, 2014 and 50% of the earned shares on September 1, 2016.

(11)	Assuming Intuit's achievement of a one-year operating income performance goal, these RSUs will vest as to 50% of the shares on July 1, 2015 and 50% of the shares on July 1, 2017.

(12)	Depending upon the degree of Intuit’s achievement of the Operating Performance Goals, these RSUs will vest as to 50% of the earned shares on September 1, 2015 and 50% of the earned shares on September 1, 2017.

(13)	Depending upon Intuit’s achievement of the TSR Goals, these RSUs will vest as to 50% of the earned shares on September 1, 2015 and 50% of the earned shares on September 1, 2017.

(14)	These RSUs vested on August 1, 2012.

(15)	Because the specified performance goals were achieved, these RSUs vested on August 1, 2012.

(16)	Because the specified performance goals were achieved, these RSUs will vest on July 1, 2013.

(17)	Depending upon the degree of Intuit’s achievement of the Operating Performance Goals, the earned portion of these RSUs will vest on September 1, 2013.

---

(18)	Number of shares based on achievement of maximum goals. Depending upon Intuit's achievement of the TSR Goals, the earned portion of these RSUs will vest on September 1, 2013.

(19)	Because the specified performance goals were achieved, these RSUs will vest as to 50% of the shares on July 1, 2013 and 50% of the shares on July 1, 2014.

(20)	Depending upon the degree of Intuit’s achievement of the Operating Performance Goals, the earned portion of these RSUs will vest on September 1, 2014.

(21)	Number of shares based on achievement of maximum goals. Depending upon Intuit’s achievement of the TSR Goals, the earned portion of these RSUs will vest on September 1, 2014.

(22)	Assuming Intuit's achievement of a one-year operating income performance goal, these RSUs vest as to 33 1/3% of the shares on each of July 1, 2013, July 1, 2014 and July 1, 2015.

(23)	Depending upon the degree of Intuit’s achievement of the Operating Performance Goals, the earned portion of these RSUs will vest on September 1, 2015.

(24)	Depending upon Intuit’s achievement of the TSR Goals, the earned portion of these RSUs will vest on September 1, 2015.

(25)	These RSUs will vest on August 1, 2013.

---

(1)	Amounts shown in this column for the NQDCP are included in the "Salary" column of the “Summary Compensation Table” and amounts shown in this column for the MSPP are included in the “Non-Equity Incentive Plan Compensation” column of the "Summary Compensation Table."

(2)	None of the amounts shown in this column are included in the “Summary Compensation Table” because they are not preferential or above market.

(3)	The following amounts contributed to the NQDCP by the executive, and in certain cases by Intuit, have also been reported in the Summary Compensation Table as compensation for fiscal 2012 or a prior fiscal year: Mr. Smith, $1,992,650; Mr. Patel, $3,702,382; and Mr. Maurer, $1,002,751.

---

---

---

---

---

•	Reviewed and discussed with management and the independent auditor Intuit’s quarterly earnings announcements, consolidated financial statements, and related periodic reports filed with the SEC;

•	Reviewed with management its assessment of the effectiveness of Intuit’s internal control over financial reporting;

•	Reviewed with the independent auditor and management the audit scope and plan;

•	Reviewed the internal audit plan with the internal auditor; and

•	Met in periodic executive sessions with each of the independent auditor, representatives of management, and the internal auditor.

---

---

---

•	compensate our executives based on both overall Company performance and individual employee performance;

•	help achieve our corporate growth strategy;

•	acquire, retain and motivate talented executives with proven experience; and

•	have a greater portion of Named Executive Officer pay tied to short- and long-term incentive programs than most other Intuit employees, because they lead our key business units or functions, and thus have the ability to directly influence overall company performance.

•	The majority of our officer compensation is in the form of performance-based incentives, and more than 50% of those incentives are in the form of performance-based RSUs, which use a variety of measures, including performance versus three-year operating goals that reflect our strategic plan and relative TSR compared to a peer group;

•	We do not provide special retirement benefits designed solely for executive officers;

•	We do not provide any excise tax “gross-up” payments in the event that a severance payment is considered an excess parachute payment under U.S. tax laws;

•	We do not provide perquisites or other executive benefits based solely on rank;

•	We have implemented “clawback” provisions for performance-based equity awards; and

•	We have implemented stock ownership guidelines for executive officers at the senior vice president level and above and non-employee directors, with the CEO guideline set at six times his base salary.

---

---

---

•	Share-based compensation expense

•	Amortization of acquired technology

•	Amortization of other acquired intangible assets

•	Goodwill and intangible asset impairment charges

•	Professional fees for business combinations

•	Gains and losses on debt securities and other investments

•	Income tax effects of excluded items and certain discrete tax items

•	Discontinued operations

---

---

---

1.	Purposes

2.	Definitions

A.	“Award” means any cash incentive payment made under the Plan.

B.	“Code” means the Internal Revenue Code of 1986, as amended.

C.	“Committee” means the Compensation Committee of Intuit's Board of Directors, or such other committee designated by that Board of Directors, which is authorized to administer the Plan under Section 3 hereof. The Committee shall be comprised solely of directors who are outside directors under Code Section 162(m).

D.	“Intuit” means Intuit Inc. and any corporation or other business entity of which Intuit (i) directly or indirectly has an ownership interest of 50% or more, or (ii) has a right to elect or appoint 50% or more of the board of directors or other governing body.

E.	“Senior Executive” means an Intuit employee who holds a position with the title of Senior Vice President or above.

F.	“Participant” means any Senior Executive to whom an Award is granted under the Plan.

G.	“Plan” means this Plan, which shall be known as the Intuit Senior Executive Incentive Plan.

3.	Administration

A.	The Plan shall be administered by the Committee. The Committee shall have the authority to:

(i)	interpret and determine all questions of policy and expediency pertaining to the Plan;

(ii)	adopt such rules, regulations, agreements and instruments as it deems necessary for its proper administration;

(iii)	select Senior Executives to receive Awards;

(iv)	determine the terms of Awards consistent with this Plan document;

(v)	determine amounts subject to Awards (within the limits prescribed in the Plan);

(vi)	determine whether Awards will be granted in replacement of or as alternatives to any other incentive or compensation plan of Intuit or an acquired business unit;

(vii)	grant waivers of Plan or Award conditions (but with respect to Awards intended to qualify under Code Section 162(m), only as permitted under that Section);

(viii)	accelerate the payment of Awards (but with respect to Awards intended to qualify under Code Section 162(m), only as permitted under that Section);

---

(ix)	correct any defect, supply any omission, or reconcile any inconsistency in the Plan, any Award or any Award notice;

(x)	take any and all other actions it deems necessary or advisable for the proper administration of the Plan;

(xi)	adopt such Plan procedures, regulations, subplans and the like as it deems are necessary to enable Senior Executives to receive Awards; and

(xii)	amend the Plan at any time and from time to time, provided however that no amendment to the Plan shall be effective unless approved by Intuit's stockholders, to the extent such stockholder approval is required under Code Section 162(m) with respect to Awards which are intended to qualify under that Section.

B.	The Committee may delegate its authority to grant and administer Awards to a separate committee; however, only the Committee may grant and administer Awards which are intended to qualify as performance-based compensation under Code Section 162(m).

4.	Eligibility

5.	Performance Goals

A.

The Committee shall establish performance goals applicable to a particular fiscal year (or performance period) prior to its start, provided, however, that such goals may be established after the start of the fiscal year (or performance period) but while the outcome of the performance goal is substantially uncertain if such a method of establishing performance goals is permitted under proposed or final regulations issued under Code Section 162(m).

B.

Each performance goal applicable to a fiscal year (or performance period) shall be one or more of the following performance criteria, either individually, alternatively or in any combination, applied to either Intuit as a whole or to a business unit, division, business segment or function or subsidiary, either individually, alternatively or in any combination, and measured on an absolute basis or relative to a pre-established target, to previous years' results or to a designated comparison group, in each case as specified by the Committee:

•	Net income

•	Stockholder return

•	Earnings per share

•	Revenue

•	Return on investment

•	Revenue growth

•	Operating income

•	Operating income growth

•	Market share

•	Strategic positioning

•	Return on net assets programs

•	Return on equity

•	Cash flow

•	New product releases

•	Employee productivity and satisfaction metrics

C.	The Committee shall determine the target level of performance that must be achieved with respect to each criterion that is identified in a performance goal in order for a performance goal to be treated as attained.

D.

The Committee shall base performance goals on one or more of the foregoing business criteria. In the event performance goals are based on more than one business criterion, the Committee may determine to make Awards upon attainment of the performance goal relating to any one or more of such criteria, provided the performance goals, when established, are stated as alternatives to one another at the time the performance goal is established.

E.	As soon as reasonably practicable following the conclusion of each fiscal year (or performance period), the Committee shall certify, in writing, if and the extent to which the performance goal or goals have been satisfied as and to the extent required by Code Section 162(m).

---

6.	Awards

A.	During any Intuit fiscal year, no Participant shall receive an Award of more than $5,000,000.

B.	The Committee, in its discretion, may reduce or eliminate a Participant's Award at any time before it is paid, whether or not calculated on the basis of pre-established performance goals or formulas.

C.

Except as expressly provided herein, the payment of an Award requires that the Participant be an active employee and on Intuit's payroll on the day the Award is paid to receive any portion of the Award. The Committee may make exceptions to the foregoing requirement in the case of death or disability, or in the case of a corporate change in control as determined by the Committee in its sole discretion. In addition, a Participant whose employment is governed by an employment agreement and whose employment is terminated by Intuit without “Cause,” or who resigns for “Good Reason,” or in an “Involuntary Termination” (as such terms, or their equivalents, are defined in the Participant's employment agreement), shall be permitted to continue participating in the Plan through the end of the then-current fiscal year, and shall be eligible to receive an Award based on the actual level of achievement of the applicable performance goals for such year, prorated to take into account the portion of such fiscal year during which the Participant was an active employee and in all events subject to the provisions of Section 6.B above.

D.	Awards shall be paid no later than the first March 15 following the end of the fiscal year in which occurred the performance for which the Award is being paid.

E.	Intuit shall withhold all applicable federal, state, local and foreign taxes required by law to be paid or withheld relating to the receipt or payment of any Award.

7.	General

A.

The Plan, as amended and restated hereby, is effective as of August 1, 2012. Absent any future amendment to the Plan that changes the material terms of the performance goal(s) set forth herein, in the event that the Plan receives the approval of the Company's stockholders at the first Annual General Meeting of Stockholders held after the Company's fiscal year ending in 2012, the Plan shall not require further approval by the Company's stockholders for purposes of Section 162(m)(3)(C)(ii) of the Code or any succeeding provision, with respect to Awards earned in respect of fiscal years through and including the Company's fiscal year ending in 2017.

B.	Any rights of a Participant under the Plan shall not be assignable by such Participant, by operation of law or otherwise, except by will or the laws of descent and distribution. No Participant may create a lien on any funds or rights to which he or she may have an interest under the Plan, or which is held by Intuit for the account of the Participant under the Plan.

C.	Participation in the Plan shall not give any Senior Executive any right to remain in Intuit's employ. Further, the adoption of this Plan shall not be deemed to give any Senior Executive or other individual the right to be selected as a Participant or to be granted an Award.

D.	To the extent any person acquires a right to receive payments from Intuit under this Plan, such rights shall be no greater than the rights of an unsecured creditor of Intuit's.

E.	The Plan shall be governed by and construed in accordance with the laws of the State of California.

F.	The Board may amend or terminate the Plan (i) at any time and for any reason subject to stockholder approval and (ii) at any time and for any reason if and to the extent the Plan's qualification under Code Section 162(m) would not be adversely affected.

---

---