(a)

On October 29, 2012, the board of directors (the "Board") of Adobe Systems Incorporated (the "Company") amended and restated the Company's bylaws (the "Restated Bylaws"). The Restated Bylaws became effective immediately upon adoption by the Board and amended the Company's bylaws as described below.

The Restated Bylaws require a stockholder who desires to nominate one or more persons for election as a member of the Board at the Company's annual meeting to provide written notice to the Company at least 75 days and no more than 105 days prior to the first anniversary of the date on which the Company released its proxy materials to its stockholders for the prior year's annual meeting of stockholders. Under the Company's bylaws that were in effect prior to this amendment, the notice period for stockholder nominations to the Company's Board was between the 120th and 150th day prior to the first anniversary of the date on which the Company released its proxy materials to its stockholders for the prior year's annual meeting of stockholders. Any stockholder nomination received by the Company during the original notification period in 2012 prior to the effectiveness of the Restated Bylaws would be deemed properly received and honored by the Company.

The foregoing description is qualified in its entirety by reference to the text of the Restated Bylaws, which are filed as Exhibit 3.1 hereto and incorporated herein by reference. In addition, a marked conformed copy of the Restated Bylaws indicating changes made to the bylaws as they existed immediately prior to the filing of the amendment and restatement is attached as Exhibit 3.2.

(d) Exhibits

Exhibit                                          Incorporated by Reference        Filed
Number           Exhibit Description           Form       Date        Number     Herewith
3.1        Amended and Restated Bylaws                                              X
3.2        Amended and Restated Bylaws                                              X
           (marked copy)