SYMANTEC CORP, DEF 14A, 2000-07-28

SYMANTEC CORP
DEF 14A, 2000-07-28
PREPACKAGED SOFTWARE

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<PAGE> 1

SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant [ ]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
Symantec Corporation
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[ ] Fee paid previously with preliminary materials:

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:
<PAGE> 2

[SYMANTEC Logo]
20330 STEVENS CREEK BLVD.
CUPERTINO, CALIFORNIA 95014
------------------------

July 28, 2000
------------------------

Dear Stockholder:

An Annual Meeting of Stockholders of Symantec Corporation, a Delaware
corporation ("Symantec"), and holders of exchangeable shares of Delrina
Corporation, a wholly owned subsidiary of Symantec, each of which is
exchangeable for one share of Symantec Common Stock (the "Exchangeable Shares"),
will be held at Symantec Corporation's World Headquarters, 20330 Stevens Creek
Boulevard, Cupertino, California 95014, on September 18, 2000 at 10:00 a.m.
(Pacific time) (the "Meeting").

At the Meeting, you will be asked to (a) elect eight directors to
Symantec's Board of Directors (the "Board"), each to hold office until his or
her successor is elected and qualified or until his or her earlier resignation
or removal; (b) vote upon a proposal to amend Symantec's 1996 Equity Incentive
Plan (the "96 Plan") to make available for issuance thereunder an additional
3,022,900 of Symantec Common Stock, which will raise the 96 Plan's limit on
shares that may be issued pursuant to awards granted thereunder from 12,213,202
to 15,236,102; (c) approve Symantec's 2000 Director Equity Incentive Plan (the
"Director Plan"); and (d) ratify the selection of Ernst & Young LLP as
Symantec's independent auditors for the 2001 fiscal year. After careful
consideration, your Board of Directors unanimously recommends that you vote for
the eight nominees for director, in favor of the proposal to amend the 96 Plan,
in favor of the proposal to approve the Director Plan, and in favor of the
proposal to ratify the selection of independent auditors.

Although the enclosed Proxy Statement describes proposals of Symantec
Corporation, the holders of Exchangeable Shares are entitled to vote at the
Meeting due to the economic equivalence of the Exchangeable Shares to shares of
Symantec Common Stock, as described in that certain Joint Management Information
Circular and Proxy Statement distributed to the holders of Exchangeable Shares
and the holders of Symantec Common Stock on October 17, 1995. Holders of
Exchangeable Shares are entitled to the same rights, benefits and privileges,
including voting rights, as the holders of Symantec Common Stock, and are
therefore urged to exercise their votes at the Meeting.

In the material accompanying this letter, you will find a Notice of Annual
Meeting of Stockholders and a Proxy Statement relating to the actions to be
taken by Symantec stockholders and the holders of Exchangeable Shares at the
Meeting. The Proxy Statement more fully describes the matters for consideration
at the Meeting.

All stockholders are cordially invited to attend the Meeting in person.
However, whether or not you plan to attend the Meeting, please complete, sign,
date and return your proxy in the enclosed envelope. If you attend the Meeting,
you may vote in person if you wish, even though you have previously returned
your proxy. It is important that your shares be represented and voted at the
Meeting.

Sincerely,

signature
John W. Thompson
Chairman of the Board of Directors,
President, and Chief Executive Officer
<PAGE> 3

[SYMANTEC Logo]
20330 STEVENS CREEK BLVD.
CUPERTINO, CALIFORNIA 95014
------------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
------------------------

To Our Stockholders:

An Annual Meeting of Stockholders (the "Meeting") of Symantec Corporation,
a Delaware corporation ("Symantec") and holders of exchangeable shares of
Delrina Corporation, a wholly owned subsidiary of Symantec, will be held at
10:00 a.m. (Pacific time) on September 18, 2000 at Symantec Corporation's World
Headquarters, 20330 Stevens Creek Boulevard, Cupertino, California 95014, for
the following purposes:

1. To elect eight directors to Symantec's Board of Directors (the
"Board"), each to hold office until his or her successor is elected and
qualified or until his or her earlier resignation or removal.

2. To vote upon a proposal to amend Symantec's 1996 Equity Incentive
Plan (the "96 Plan") to make available for issuance thereunder an
additional 3,022,900 shares of Symantec Common Stock, which will raise the
96 Plan's limit on shares that may be issued pursuant to awards granted
thereunder from 12,213,202 to 15,236,102.

3. To approve Symantec's 2000 Director Equity Incentive Plan (the
"Director Plan").

4. To ratify the selection of Ernst & Young LLP as Symantec's
independent auditors for the 2001 fiscal year.

5. To transact such other business as may properly come before the
Meeting or any adjournment thereof.

The foregoing items of business are more fully described in the Proxy
Statement that accompanies this Notice.

Only stockholders of record as of July 20, 2000 are entitled to notice of
and will be entitled to vote at this meeting or any adjournment thereof.

BY ORDER OF THE BOARD OF DIRECTORS

Signature

Derek P. Witte
Senior Vice President, Worldwide
Operations and Secretary

Cupertino, California
July 28, 2000

TO ASSURE THAT YOUR SHARES ARE REPRESENTED AT THE MEETING, YOU ARE URGED TO
COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE
POSTAGE-PAID ENVELOPE PROVIDED, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING.
YOUR PROXY CAN BE REVOKED BY YOU AT ANY TIME BEFORE IT IS VOTED.

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<PAGE> 4

PROXY STATEMENT

This Proxy Statement is being furnished to (i) holders of common stock, par
value $0.01 per share ("Common Stock"), of Symantec Corporation, a Delaware
corporation ("Symantec"), and (ii) holders of exchangeable shares ("Exchangeable
Shares") of Delrina Corporation, a wholly owned subsidiary of Symantec, in
connection with the solicitation of proxies by Symantec's Board of Directors for
use at an annual meeting of Symantec stockholders (the "Symantec Stockholders
Meeting") to be held at 10:00 a.m. (Pacific time) on September 18, 2000 at
Symantec Corporation's World Headquarters, 20330 Stevens Creek Boulevard,
Cupertino, California 95014, and any adjournment or postponement thereof.

This Proxy Statement and the accompanying forms of proxy are first being
mailed to stockholders of Symantec and holders of Exchangeable Shares on or
about August 11, 2000.

------------------------

All information in this Proxy Statement relating to Symantec has been
supplied by Symantec.

No person is authorized to give any information or to make any
representation not contained in this Proxy Statement and, if given or made, such
information or representation should not be relied upon as having been
authorized. This Proxy Statement does not constitute an offer to sell, or a
solicitation of an offer to purchase, any securities, or the solicitation of a
proxy, by any person in any jurisdiction in which such an offer or solicitation
is not authorized or in which the person making such offer or solicitation is
not qualified to do so or to any person to whom it is unlawful to make such an
offer or solicitation of an offer or proxy solicitation. Neither delivery of
this Proxy Statement nor any distribution of the securities referred to in this
Proxy Statement shall, under any circumstances, create an implication that there
has been no change in the information set forth herein since the date of this
Proxy Statement.

ii
<PAGE> 5

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
THE ANNUAL SYMANTEC STOCKHOLDERS MEETING -- GENERAL PROXY
INFORMATION............................................... 1
Solicitation and Voting of Proxies........................ 1
Revocability of Proxies................................... 1
Expenses of Proxy Solicitation............................ 1
Voting Rights............................................. 1
DIRECTORS AND MANAGEMENT.................................... 2
Directors and Executive Officers.......................... 2
Security Ownership of Certain Beneficial Owners and
Management............................................. 7
Compensation of Executive Officers........................ 8
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE
COMPENSATION.............................................. 11
COMPARISON OF CUMULATIVE TOTAL RETURN....................... 16
EMPLOYMENT AGREEMENTS AND CHANGE OF CONTROL AGREEMENTS...... 18
CERTAIN TRANSACTIONS........................................ 19
THE PROPOSALS............................................... 20
Proposal No. 1 Election of Symantec Directors............. 20
Proposal No. 2 Approval of Amendment to Symantec's 1996
Equity Incentive Plan.................................. 22
Proposal No. 3 Approval of Symantec's 2000 Director Equity
Incentive Plan......................................... 27
Proposal No. 4 Ratification of Selection of Independent
Auditors............................................... 28
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE..... 28
STOCKHOLDER PROPOSALS....................................... 29
OTHER BUSINESS.............................................. 29
AVAILABLE INFORMATION....................................... 29
ANNEX A -- Symantec Corporation's 1996 Equity Incentive
Plan...................................................... A-1
ANNEX B -- Symantec Corporation's Proposed 2000 Director
Equity Incentive Plan..................................... B-1
ANNEX C -- Symantec Corporation's Charter of the Audit
Committee of the Board of Directors....................... C-1
</TABLE>

iii
<PAGE> 6

THE ANNUAL SYMANTEC STOCKHOLDERS MEETING
------------------------

GENERAL PROXY INFORMATION

SOLICITATION AND VOTING OF PROXIES

The accompanying proxy is solicited on behalf of Symantec's Board of
Directors for use at the annual Symantec Stockholders Meeting, to be held at
Symantec Corporation's World Headquarters, 20330 Stevens Creek Boulevard,
Cupertino, California 95014, on September 18, 2000 at 10:00 a.m. (Pacific time).
Only holders of record of (i) Symantec Common Stock or (ii) Exchangeable Shares
at the close of business on July 20, 2000 (the "Record Date") will be entitled
to vote at the Symantec Stockholders Meeting. At the close of business on that
date, there were outstanding and entitled to vote (i) 59,602,492 shares of
Symantec Common Stock and (ii) 1,356,661 Exchangeable Shares. The sum of the
shares requested for issuance under the 1996 Equity Incentive Plan (the "96
Plan") and the 2000 Director Equity Incentive Plan (the "Director Plan"), will
be approximately 5% of the outstanding shares of Symantec Common Stock as of the
Record Date. Each share of Symantec Common Stock and each Exchangeable Share
will be entitled to one vote on each matter to be acted upon (the "Proposals").
A majority, or 30,479,577, of these shares, present in person or by proxy, will
constitute a quorum for the transaction of business. Abstentions and broker
non-votes will be considered to be represented for purposes of a quorum. This
Proxy Statement and the accompanying form of proxy were first mailed to Symantec
stockholders and the holders of the Exchangeable Shares on or about August 11,
2000.

REVOCABILITY OF PROXIES

A stockholder who has given a proxy may revoke it at any time before it is
exercised at the Symantec Stockholders Meeting by (i) delivering to the
Secretary of Symantec (by any means, including facsimile) a written notice
stating that the proxy is revoked, (ii) signing and so delivering a proxy
bearing a later date or (iii) attending the Symantec Stockholders Meeting and
voting in person (although attendance at the Symantec Stockholders Meeting will
not, by itself, revoke a proxy). Please note, however, that if a stockholder's
shares are held of record by a broker, bank or other nominee and that
stockholder wishes to vote at the Symantec Stockholders Meeting, the stockholder
must bring to the Symantec Stockholders Meeting a letter from the broker, bank
or other nominee confirming the stockholder's beneficial ownership of the shares
to be voted.

EXPENSES OF PROXY SOLICITATION

The expenses of soliciting proxies to be voted at the Symantec Stockholders
Meeting will be paid by Symantec. Following the original mailing of the proxies
and other soliciting materials, Symantec and/or its agents also may solicit
proxies by mail, telephone, telegraph or in person. Symantec has retained a
proxy solicitation firm, Corporate Investor Communications, Inc. ("CIC"), to aid
it in the solicitation process. Symantec will pay that firm a fee equal to
$8,500, plus expenses. Following the original mailing of the proxies and other
soliciting materials, Symantec will request brokers, custodians, nominees and
other record holders of Symantec Common Stock and the Exchangeable Shares to
forward copies of the proxy and other soliciting materials to persons for whom
they hold shares of Symantec Common Stock or Exchangeable Shares and to request
authority for the exercise of proxies. In such cases, Symantec, upon the request
of the record holders, will reimburse such holders for their reasonable
expenses.

VOTING RIGHTS

Holders of Symantec Common Stock and holders of Exchangeable Shares are
each entitled to one vote for each share held as of the Symantec Record Date.
Delaware law does not require, and Symantec's Restated Certificate of
Incorporation does not provide for, cumulative voting. Directors will be elected
by a plurality of the votes of the shares present in person or represented by
proxy at the Symantec Stockholders Meeting and entitled to vote in the election
of directors. With regard to the election of directors, votes that are withheld
will
<PAGE> 7

be excluded from the vote and will have no effect. Approval of the amendment to
the 96 Plan, approval of the Director Plan, and ratification of the selection of
independent auditors will each require the affirmative vote of the holders of a
majority of the shares present (in person or by proxy) and entitled to vote at
the Symantec Stockholders Meeting at which a quorum of at least a majority of
the Symantec Common Stock and the Exchangeable Shares issued, outstanding and
entitled to vote is present.

Symantec will count abstentions in tabulations of votes cast, and an
abstention, therefore, will have the same effect as a vote against the proposal
to amend the 96 Plan, the proposal to adopt the Director Plan, and the proposal
to ratify the independent auditors. Under Delaware case law, broker non-votes
are counted for purposes of determining whether a quorum is present at the
meeting but are not counted for purposes of determining whether a proposal has
been approved. Thus, a broker non-vote will not count as shares voting "for" or
"against" with respect to the Proposals and will not be considered as shares
entitled to vote on the Proposal solely for purposes of determining whether the
Proposals have been approved.

DIRECTORS AND MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The directors and executive officers of Symantec are as follows:

<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
John W. Thompson........... 51 Chairman of the Board of Directors, President and Chief Executive
Officer
Greg Myers................. 50 Chief Financial Officer, Senior Vice President of Finance
Stephen Cullen............. 34 Senior Vice President, Consumer Products Division
Dieter Giesbrecht.......... 56 Senior Vice President, International
Gail E. Hamilton........... 50 Senior Vice President, Enterprise Solutions
Ron Moritz................. 37 Senior Vice President, Chief Technical Officer
Dana E. Siebert............ 40 Executive Vice President, Worldwide Sales, Marketing and Services
Gary Warren................ 38 Senior Vice President, Business Development
Derek Witte................ 43 Senior Vice President, Worldwide Operations and Secretary
Carl D. Carman(2)(3)....... 64 Director
Walter W. Bregman(1)....... 66 Director
Robert S. Miller(1)(2)..... 58 Director
Charles M. Boesenberg(3)... 52 Director
Robert R.B. Dykes(3)....... 51 Director
Tania Amochaev(2).......... 50 Director
Bill Owens(1).............. 60 Director
Daniel H. Schulman(1)(3)... 42 Director
Per-Kristian 48
Halvorsen(2)............. Director
George Reyes............... 45 Director
</TABLE>

---------------
(1) Member of the Audit Committee.

(2) Member of the Compensation Committee.

(3) Member of the Nominating Committee.

The Board of Directors chooses executive officers, who then serve at the Board's
discretion. There is no family relationship between any of the directors or
executive officers and any other director or executive officer of Symantec.

John W. Thompson has served as Chairman of the Board of Directors,
President, and Chief Executive Officer, since April 1999. Mr. Thompson joined
Symantec after 28 years at IBM Corporation. In his most recent position as
General Manager of IBM Americas, he was responsible for sales and support of
IBM's

2
<PAGE> 8

technology products and services in the United States, Canada and Latin America.
Prior to his position with IBM Americas, he was General Manager, Personal
Software Products, responsible for the development and marketing of O/S2, IBM's
Intel-based operating systems and other products. Mr. Thompson is a member of
the Board of Directors of Parago and Nisource. Mr. Thompson holds an
undergraduate degree in business administration from Florida A&M University and
a master's degree in management science from MIT's Sloan School of Management.

Greg Myers has served as Vice President of Finance and Chief Financial
Officer for Symantec since January 1999. Mr. Myers was promoted to Senior Vice
President in March 2000. Mr. Myers is responsible for worldwide finance.
Previous to his appointment as the Company's CFO in January 1999, Mr. Myers was
Symantec's Vice President of Finance, where he was responsible for worldwide
accounting, financial and strategic planning and business development. From 1997
through mid-1998 Mr. Myers was Vice President of financial planning and analysis
for Symantec. In this role, Mr. Myers managed the Company's strategic planning
process, the Company's budget and financial planning function and the worldwide
financial controller organization. From 1993 to 1996, Mr. Myers was the director
of financial planning and analysis function, where he was responsible for the
budget, forecasting and financial analysis functions within Symantec. Mr. Myers
holds an undergraduate degree from Cal-State University, Hayward and holds a
Masters in Business Administration from the University of Santa Clara.

Stephen G. Cullen is Senior Vice President, Consumer Products Division and
is responsible for the Company's worldwide consumer business and product
strategy, which includes the Norton brand and its problem-solving solutions. Mr.
Cullen joined Symantec in 1996 and has held senior marketing, product management
and general management positions at both a regional and business unit level.
Prior to joining Symantec, he was Director of Marketing for Concur Technologies
(formerly Portable Software) where he was instrumental in establishing the
company as an enterprise travel and entertainment expense management firm. Prior
to that, he held senior marketing and product management positions with Contact
Software and Delrina Corporation, which were both acquired by Symantec.

Dieter Giesbrecht has served as Senior Vice President, International, since
January 2000. He is responsible for all worldwide business outside the US and
Canada, including all sales and marketing functions. He joined Symantec in 1996
as vice president and managing director, Europe, Middle East and Africa, a
position he held for three years. He has held a number of executive positions in
the IT and semiconductor industries for companies including Digital Research,
Lotus Development, Mohawk Data Science, Teradyne and LTX. Mr. Giesbrecht has a
degree from the Technical University of Furtwangen, Germany.

Gail E. Hamilton joined Symantec in March 2000, as Senior Vice President,
Enterprise Solutions Division. She leads the development and extension of
Symantec's enterprise-focused solutions, including e-Support. Prior to joining
Symantec, she served as the general manager of the Communications Platform
Division for Compaq Computers, where she was responsible for the UNIX and NT
server businesses targeting communications companies. Prior to that, she was the
general manager of the Telecom Platform Division at Hewlett-Packard Company,
where she was responsible for the adjunct computers, wide-area networking and
broadband Internet businesses. Ms. Hamilton received a bachelor's degree in
electrical engineering and computer science from the University of Colorado and
has a master's degree in electrical engineering and administration from Stanford
University.

Ron Moritz joined Symantec in February 2000 as Senior Vice President and
Chief Technical Officer. He leads Symantec's Core Technology group. Mr. Moritz
joined Symantec after his tenure with Finjan Software, Inc., where he served as
chief technology officer and was responsible for establishing and maintaining
the company's technological standards and vision. Mr. Moritz attended Case
Western Reserve University, where he received his master's degrees in
engineering and business administration, and a bachelor's degree in mathematics.

Dana E. Siebert is Executive Vice President for Worldwide Sales, Marketing
and Services. Previously, Mr. Siebert served as Vice President, Americas and
prior to that, Vice President, Worldwide Sales of Symantec and has also held the
position of Vice President, Worldwide Services of Symantec. Mr. Siebert joined
Symantec in September 1987. From 1985 to 1987, he was a Sales Manager at THINK
Technologies

3
<PAGE> 9

where he was responsible for U.S. corporate, OEM and international sales.
Previously, he held a number of sales management positions in high technology
companies including Wang Laboratories, Computerland Corporation and Burroughs
Corporation. Mr. Siebert is a member of the Board of Directors of TimeLine
Solutions, Percon, Inc., and Funk & Associates. Mr. Siebert holds a Bachelor of
Science degree in Business Administration from the University of New Hampshire
and is a member of the Software Publishers Association.

Gary Warren has served as Senior Vice President, Business Development,
since July 1999. Mr. Warren was the Chief Executive Officer and President of
URLabs, prior to its acquisition by Symantec in July 1999, where he engineered
the URLabs Content Management product strategy. He received a bachelor's degree
in aeronautical engineering from Embry-Riddle Aeronautical University and
received a master's degree in computational fluid dynamics from Mississippi
State University.

Derek Witte is Senior Vice President Worldwide Operations and Secretary. In
this role, the Global Information Systems, Facilities, Manufacturing, Purchasing
and Legal departments report to Mr. Witte. Previously, Mr. Witte served as Vice
President, General Counsel and Secretary of Symantec. Mr. Witte joined Symantec
in October 1990. From October 1987 until joining Symantec, Mr. Witte was
Associate General Counsel and later Director of Legal Services for Claris
Corporation, a software subsidiary of Apple Computer, Inc. Between January and
October 1987, Mr. Witte was Assistant General Counsel at Worlds of Wonder, Inc.
Previously, Mr. Witte practiced law with the San Francisco-based law firms of
Brobeck, Phleger & Harrison and Heller Ehrman White and McAuliffe during the
periods between 1981 and 1983, and 1983 and 1987, respectively. Mr. Witte holds
a law degree and a Bachelor of Arts degree in Economics from the University of
California at Berkeley. Mr. Witte has been a member of the California bar since
1981.

Carl D. Carman has been a director of Symantec since May 1984 and served as
Symantec's Chairman of the Board from January 1993 until April 1999. Mr. Carman
first became a director of Symantec when he was elected to represent Masters
Fund, a venture capital firm, on the Board. Mr. Carman has been a partner in
Hill, Carman Ventures, a venture capital firm, since April 1989. Mr. Carman has
also been a partner in Masters Fund since October 1983. Prior to founding
Masters Fund in October 1983, he served from October 1979 to October 1983 as a
Vice President of Research and Development and then as Executive Vice President
of Technology at NBI, an office automation manufacturing company. Prior to that,
Mr. Carman was the Vice President of Engineering at Data General Corporation.
Mr. Carman is a director of Spectralink Corp. He holds a Bachelor of Science
degree in Engineering from the University of Kentucky.

Walter W. Bregman has been a director of Symantec since his appointment by
the Board in October 1988. Mr. Bregman has been Chairman and co-CEO of S&B
Enterprises, a consulting firm, from March 1988 until its dissolution in
December 1998. From July 1985 until June 1987, Mr. Bregman was President and
owner of the Cormorant Beach Club. During the period from March 1979 through
February 1985, Mr. Bregman was President, Playtex U.S.; President, Playtex
Products; President, International Playtex, Inc.; member of the Board, Senior
Vice President, Esmark; and Senior Vice President, Beatrice Inc. He has also
been Vice President of Marketing and Advertising of Gallo Winery and President
of NCK, Inc., an advertising agency in Europe. Mr. Bregman is also a director of
Quokka Sports Inc. Mr. Bregman holds a Bachelor of Arts degree in English from
Harvard College.

Robert S. Miller has been a director of Symantec since his appointment by
the Board in September 1994. Mr. Miller was Chairman and CEO of Waste
Management, Inc. from October 1997 until July 1998. He was Chairman of the Board
of Morrison-Knudsen Corporation from April 1995 until September 1996, and is now
Vice Chairman of the Board. From April 1992 until February 1993, he was a senior
partner at James D. Wolfensohn, Inc., a New York investment banking firm. From
1979 until March 1992, he was an executive of Chrysler Corporation, where he
served in various capacities, including as Vice Chairman of the Board and Chief
Financial Officer. Mr. Miller is also a director of Federal Mogul Corporation,
Pope & Talbot Inc. and Waste Management, Inc. Mr. Miller holds a Bachelor of
Arts degree in Economics from Stanford University, a law degree from Harvard Law
School and a Masters of Business Administration degree from Stanford
University's Graduate School of Business.

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<PAGE> 10

Charles M. Boesenberg has been a director of Symantec since June 1994, and
provided certain consulting services to Symantec from January 1995 through
December 1995. Mr. Boesenberg is currently the President of Post PC Ventures, a
management and investment group. From December 1998 until February 2000, Mr.
Boesenberg served as President and Chief Executive Officer of Integrated
Systems, Inc., a provider of embedded systems software. Prior to joining
Integrated Systems, Mr. Boesenberg was President and Chief Executive Officer of
Magellan Corporation, which was the surviving corporation of a merger with
Ashtech, Inc., a position that he assumed in January 1995 with Ashtech. Mr.
Boesenberg was an Executive Vice President of Symantec from June 1, 1994, when
Symantec acquired Central Point Software, Inc. and continued in that capacity
until December 1994. In February 1992, Mr. Boesenberg joined Central Point as
its President and Chief Operating Officer, and was elected as its Chief
Executive Officer and Chairman in March 1992, and continued in those positions
until the acquisition of Central Point by Symantec. From February 1989 to June
1991, Mr. Boesenberg was the Executive Vice President, Marketing of MIPS
Computers Systems, Inc., a semiconductor and computer systems company, and from
July 1991 to January 1992, he was the President of that company. From February
1987 to February 1989, Mr. Boesenberg was the Senior Vice President of U.S.
Sales and Marketing at Apple Computer. Mr. Boesenberg is also a director of
Immersion Corporation and Blaze Software, Inc. Mr. Boesenberg holds a Bachelor
of Science degree in Mechanical Engineering from Rose Hulman Institute of
Technology and a Master of Science degree in Business Administration from Boston
University.

Robert R.B. Dykes is President, Systems Group & Chief Financial Officer of
Flextronics, Inc. and has been a director of Symantec since March 1997. Mr.
Dykes was Symantec's Executive Vice President of Worldwide Operations and Chief
Financial Officer from October 1988 until February 1997. From April 1984 to
October 1988, Mr. Dykes was the Chief Financial Officer at Adept Technology,
Inc., a robotics firm, where he oversaw all financial procedures and reporting
and developed venture capital and funding strategies. From July 1983 to April
1984, Mr. Dykes was with Xebec, a publicly-held Winchester disk drive controller
manufacturer, most recently as Chief Financial Officer. Prior to Xebec, Mr.
Dykes spent 12 years in various financial positions at Ford Motor Company in New
Zealand and Australia and with its Finance Staff in Dearborn, Michigan, most
recently as manager of the marketing budgets for the Ford and Lincoln Mercury
car divisions. Mr. Dykes holds a Bachelor of Commerce and Administration degree
from Victoria University in Wellington, New Zealand.

Tania Amochaev has been a director of Symantec since her appointment by the
Board of Directors in October 1997. Ms. Amochaev was Chief Executive Officer of
QRS Corporation, a provider of electronic commerce solutions to the retail
industry, from May 1993 until February 1997. She was President of QRS prior to
her promotion as that company's Chief Executive Officer. From 1988 to 1992, Ms.
Amochaev was Chief Executive Officer and Chairman of Natural Language, Inc., and
from 1984 until 1987, she was Chief Executive Officer and Chairman of Comserv,
Inc. Prior to Comserv, Ms. Amochaev worked in a variety of management positions
at Control Data Corporation during a fourteen year period. Ms. Amochaev also
serves on the Board of Directors of QRS Corporation, Government Technology
Services, Inc. and Walker Interactive. She has served on the Executive Board of
the College of Letters and Sciences at the University of California at Berkeley,
and the Board of Trustees at the College of St. Catherine. Ms. Amochaev received
a Bachelor of Arts degree in Mathematics from U.C. Berkeley, and a Masters of
Science degree in Management from the Stanford Graduate School of Business. She
is also the recipient of an Honorary Doctorate from the College of St. Catherine
in Minnesota.

Bill Owens was appointed to the Board of Directors in March 2000. Since
1998, Mr. Owens has served as Co-Chief Executive Officer and Vice Chairman of
Teledesic LLC. Prior to joining Teledesic, Mr. Owens was President, Chief
Operating Officer and Vice Chairman of Science Applications International Corp.
(SAIC). Before going into the private sector, Mr. Owens held the rank of Admiral
in the US Navy and was Vice Chairman of the Joint Chiefs of Staff. He is a
graduate of the U.S. Naval Academy with a bachelor's degree in mathematics. He
has bachelor's and master's degrees in politics, philosophy and economics from
Oxford University and a master's degree in management from George Washington
University.

Daniel H. Schulman is the President and Chief Executive Officer of
priceline.com, and was appointed as a Director of Symantec in March 2000. From
December 1998 to July 1999, Mr. Schulman was President of

5
<PAGE> 11

the AT&T Consumer Markets Division of AT&T Corp., a telecommunications services
company, and was appointed to the AT&T Operations Group, the company's most
senior executive body. From March 1997 to November 1998, Mr. Schulman was
President of AT&T WorldNet Service. From December 1995 to February 1997, he was
Vice President, Business Services Marketing of the AT&T Business Markets
Division and from May 1994 to November 1995, Mr. Schulman was Small Business
Marketing Vice President of the AT&T Business Markets Division. Mr. Schulman
also serves as director of iVillage, Inc., Net2Phone, Inc., and Teach for
America. Mr. Schulman received a Bachelor of Arts degree in Economics from
Middlebury College, and a Masters in Business Administration, majoring in
Finance, from New York University.

Dr. Per-Kristian Halvorsen was appointed to the Board of Directors in April
2000. Dr. Halvorsen became the Center Director of the Solutions and Services
Technologies Center of Hewlett-Packard Laboratories in May 2000. Prior to that,
Dr. Halvorsen served as Director of the Information Sciences and Technology
Laboratory (ISTL) at the Xerox Palo Alto Research Center. In addition, Dr.
Halvorsen is a principal at the Center for Study of Language and Information at
Stanford University. From 1995 to 1998, Dr. Halvorsen served on the Board of
Directors of XBS/Document Technology Centers. Dr. Halvorsen serves on the Board
of Directors of Autodesk Corp., and on the Advisory Board of Groupfire Inc. He
received his doctorate degree in linguistics from the University of Texas at
Austin in 1977. Prior to joining Xerox Corp. in 1983, Dr. Halvorsen was a
professor at the University of Oslo and the University of Texas at Austin. He
also worked as a research scientist at the Massachusetts Institute of
Technology, in the Sloan Center for Cognitive Science. Dr. Halvorsen currently
holds appointments as professor at the University of Oslo and consulting
professor in the Department of Linguistics at Stanford University.

George Reyes was appointed to the Board of Directors in July 2000. Mr.
Reyes has served as Vice President, Treasurer of Sun since April 1999, and as
Vice President, Corporate Controller of Sun from April 1994 to April 1999. He
served as Audit Director from April 1992 to March 1994, as Director of Finance
for Sun's ICON operations from April 1991 to April 1992, as Assistant Controller
from June 1989 to April 1991, as the Controller of Sun's General Systems Group
from July 1988 to June 1989 and as Sun's Marketing Controller from March 1988 to
June 1988.

6
<PAGE> 12

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information, as of July 20, 2000,
with respect to the beneficial ownership of Symantec Common Stock by (i) each
stockholder known by Symantec to be the beneficial owner of more than 5% of
Symantec Common Stock, (ii) each director of Symantec, (iii) the four most
highly compensated executive officers as calculated with respect to the fiscal
year ended March 31, 2000, and the CEO of Symantec, and (iv) all current
executive officers and directors of Symantec as a group.

<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
BENEFICIAL PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP(1) OF CLASS(2)
------------------------------------ ------------ -----------
<S> <C> <C>
J. & W. Seligman(3)......................................... 5,700,000 9.4%
125 University Avenue
Palo Alto, CA 94307
John W. Thompson(4)......................................... 386,333 *
Gordon E. Eubanks, Jr.(5)................................... 246,456 *
Carl D. Carman(6)........................................... 51,250 *
Walter W. Bregman(7)........................................ 33,875 *
Robert S. Miller(8)......................................... 42,000 *
Charles M. Boesenberg(9).................................... 31,998 *
Robert R.B. Dykes(10)....................................... 87,826 *
Tania Amochaev(11).......................................... 32,000 *
Bill Owens.................................................. -- --
Daniel H. Schulman.......................................... -- --
Per-Kristian Halvorsen...................................... -- --
George Reyes................................................ -- --
Dana Siebert(12)............................................ 81,111 *
Dieter Giesbrecht(13)....................................... 50,374 *
Greg Myers(14).............................................. 42,578 *
Derek Witte(15)............................................. 49,051 *
All current Symantec executive officers and directors as a
group (19 persons)(16).................................... 938,745 1.5%
</TABLE>

---------------
* Less than 1%

(1) The information above is based upon information supplied by officers and
directors, and, with respect to principal stockholders, Schedules 13G and
13D (if any) filed with the SEC. Unless otherwise indicated below, the
persons named in the table had sole voting and sole investment power with
respect to all shares beneficially owned, subject to community property
laws where applicable.

(2) Based on 60,959,153 voting shares, which is the sum of the issued and
outstanding shares of Symantec Common Stock and the issued and outstanding
Exchangeable Shares as of July 20, 2000.

(3) Based on information provided by a third party investor relations firm
tracking Symantec's principal stockholders.

(4) Includes 275,641 shares subject to options exercisable within 60 days of
July 20, 2000. Mr. Thompson became President, Chief Executive Officer and
Chairman of the Board in April 1999.

(5) Includes 237,134 shares subject to options exercisable within 60 days of
July 20, 2000. Mr. Eubanks resigned as President, Chief Executive Officer
and Chairman of the Board in April 1999.

(6) Includes 51,250 shares subject to options exercisable within 60 days of
July 20, 2000.

(7) Includes 22,500 shares subject to options exercisable within 60 days of
July 20, 2000.

(8) Includes 34,000 shares subject to options exercisable within 60 days of
July 20, 2000.

(9) Includes 26,000 shares subject to options exercisable within 60 days of
July 20, 2000.

7
<PAGE> 13

(10) Includes 32,000 shares subject to options exercisable within 60 days of
July 20, 2000.

(11) Includes 32,000 shares subject to options exercisable within 60 days of
July 20, 2000.

(12) Includes 73,017 shares subject to options exercisable within 60 days of
July 20, 2000.

(13) Includes 50,374 shares subject to options exercisable within 60 days of
July 20, 2000.

(14) Includes 42,578 shares subject to options exercisable within 60 days of
July 20, 2000.

(15) Includes 37,719 shares subject to options exercisable within 60 days of
July 20, 2000.

(16) Includes 727,428 shares subject to options exercisable within 60 days of
July 20, 2000, including the options described in notes (4) and (6)-(15).

COMPENSATION OF EXECUTIVE OFFICERS

The following table sets forth all compensation awarded, earned or paid for
services rendered in all capacities to Symantec and its subsidiaries during each
of the fiscal years ended on or about March 31, 1998, 1999 and 2000 by
Symantec's Chief Executive Officer and Symantec's four most highly compensated
executive officers, other than the Chief Executive Officer, who were serving as
executive officers at the end of the fiscal year ended March 31, 2000. This
information includes the dollar values of base salaries, bonus awards, the
number of stock options granted and certain other compensation, if any, whether
paid or deferred. Symantec does not grant stock appreciation rights and has no
other long term compensation benefits except for those mentioned in the tables
below.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
-------------------------------------------- ----------------------------------------
OTHER RESTRICTED
ANNUAL STOCK STOCK ALL OTHER
SALARY BONUS COMPENSATION AWARD(S) OPTIONS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) ($) (#) ($)
--------------------------- ---- ------- ------- ------------ ---------- --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
John W. Thompson(1)........... 2000 579,615(2) 471,560 1,695(16) 1,411,500(17) 1,220,000 7,321(18)
Chairman of the Board of 1999 -- -- -- -- -- --
Directors, President, and 1998 -- -- -- -- -- --
Chief Executive Officer
Gordon E. Eubanks, Jr.(3)..... 2000 529,809(4)(5) 143,867(4) 10,993(4)(16) -- -- 7,286(19)
Former President and 1999 468,822(6) 157,219 5,780(16) -- 100,000 12,102(19)
Chief Executive Officer 1998 412,500(7) 426,627 6,606(16) -- 150,000 12,314(19)
Dana E. Siebert............... 2000 306,250(8) 235,407 1,554(16) -- 50,000 10,765(20)
Executive VP, Worldwide
Sales, 1999 280,000(9) 77,288 2,650(16) -- 25,000 25,695(20)
Marketing and Services 1998 260,000(10) 204,945 2,138(16) -- 6,646 27,200(20)
Dieter Giesbrecht............. 2000 227,269 199,768 -- -- 35,000 18,444(21)
Senior VP, International 1999 235,706 74,972 -- -- 20,000 23,145(21)
1998 249,575(11) 170,636 -- -- 30,000 19,341(21)
Greg Myers.................... 2000 236,250(12) 195,560 3,438(16) -- 65,000 7,924(22)
Chief Financial Officer, 1999 182,121 36,104 3,438(16) -- 41,973 4,466(22)
Senior VP of Finance 1998 146,127(13) 68,049 2,185(16) -- 27,000 6,413(22)
Derek Witte................... 2000 234,275(14) 184,099 7,125(16) -- 50,000 6,282(23)
Senior VP, Worldwide 1999 214,965 44,280 7,125(16) -- 39,000 3,773(23)
Operations and Secretary 1998 199,430(15) 98,000 7,125(16) -- 17,500 6,346(23)
</TABLE>

---------------
(1) Mr. Thompson became President, Chief Executive Officer and Chairman of the
Board in April 1999.

(2) Includes a $4,615 retroactive payment during the 2000 fiscal year.

(3) Mr. Eubanks was President and Chief Executive Officer of the Company until
April 1999.

(4) Represents payments pursuant to the agreement entered into between Mr.
Eubanks and the Company in January 1999. See "Employment Agreements and
Change of Control Agreements."

(5) Includes a paid time off buyout payment in the amount of $54,809.

(6) Indicates payments at the annualized rate of $475,000 for the last quarter
of the 1999 fiscal year.

8
<PAGE> 14

(7) Does not indicate an increase in Mr. Eubanks' annual salary effective
January 1, 1998 from $400,000 to $450,000, because payments to Mr. Eubanks
at the increased annualized rate were not made during the 1998 fiscal year.

(8) Includes a $1,042 retroactive payment during the 2000 fiscal year.

(9) Indicates payments at the annualized rate of $300,000 for the last quarter
of the 1999 fiscal year.

(10) Does not indicate an increase in Mr. Siebert's annual salary effective
January 1, 1998 from $260,000 to $270,000, because payments to Mr. Siebert
at the increased annualized rate were not made during the 1998 fiscal year.

(11) Includes a lump sum salary payment of $120,432 for the first six months of
Mr. Giesbrecht's employment with Symantec.

(12) Includes a $2,708 retroactive payment during the 2000 fiscal year.

(13) Includes a $7,720 retroactive payment during the 1998 fiscal year.

(14) Includes a $596 retroactive payment during the 2000 fiscal year.

(15) Includes a $2,287 retroactive payment during the 1998 fiscal year.

(16) In each case, this represents the individual's automobile allowance.

(17) Represents the Fair Market Value of Mr. Thompson's shares of restricted
stock on the date of grant. At the end of fiscal year 2000, Mr. Thompson
owned 100,000 shares of restricted stock for an aggregate value of
$7,511,500. 50,000 shares of restricted stock vested on April 14, 2000, and
the additional 50,000 will vest on April 14, 2001. The Company currently
has no intention to pay dividends on Mr. Thompson's restricted stock.

(18) Includes approximately $7,321 of matching contributions to Symantec's
401(k) plan in the 2000 fiscal year.

(19) Includes approximately $5,000 and $5,060, respectively, of matching
contributions to Symantec's 401(k) plan in 1998 and 1999; also includes
$7,314, $7,042, and $7,286 of interest forgiven in 1998, 1999 and 2000,
respectively.

(20) Includes approximately $5,000, $3,495, and $5,215, respectively, of
matching contributions to Symantec's 401(k) plan in 1998, 1999 and 2000;
also includes $22,200, $22,200, and $5,550 of mortgage assistance in 1998,
1999, and 2000, respectively.

(21) Includes approximately $19,341, $23,145 and $18,444 of pension
contributions in 1998, 1999 and 2000, respectively.

(22) Includes approximately $6,413, $4,466 and $7,924 of matching contributions
to Symantec's 401(k) plan in 1998, 1999 and 2000, respectively.

(23) Includes approximately $6,346, $3,773 and $6,282 of matching contributions
to Symantec's 401(k) plan in 1998, 1999 and 2000, respectively.

OPTION GRANTS IN FISCAL 2000

The following table sets forth further information regarding individual
grants of options to purchase Symantec Common Stock during the fiscal year ended
March 31, 2000 to each of the executive officers named in the Summary
Compensation Table above. Except for 200,000 options granted to Mr. Thompson
outside of plan, all grants were made pursuant to the 96 Plan. In accordance
with the rules of the SEC, the table sets forth the hypothetical gains or
"option spreads" that would exist for the options at the end of their respective
ten-year terms based on assumed annualized rates of compound stock price
appreciation of 5% and 10% from the dates the options were granted to the end of
the respective option terms. Actual gains, if any, on option

9
<PAGE> 15

exercises are dependent on the future performance of Symantec's Common Stock and
overall market conditions. There can be no assurances that the potential
realizable values shown in this table will be achieved.

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
----------------------------------------------------- POTENTIAL REALIZABLE VALUE
% OF TOTAL AT ASSUMED ANNUAL RATES OF
# OF SHARES OPTIONS STOCK PRICE APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OPTION TERM(3)
OPTIONS EMPLOYEES IN PRICE EXPIRATION ----------------------------
NAME GRANTED(1) FISCAL YEAR(2) ($/SHARE) DATE 5% 10%
---- ----------- -------------- --------- ---------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
John W. Thompson........... 220,000 4.3% $55.625 12/20/09 $7,696,098 $19,503,423
1,000,000 19.6% $13.000 4/14/09 $8,175,630 $20,718,652
Gordon E. Eubanks, Jr...... -- -- -- -- -- --
Dana Siebert............... 50,000 0.9% $55.625 12/20/09 $1,749,113 $ 4,432,596
Dieter Giesbrecht.......... 35,000 0.6% $55.625 12/20/09 $1,224,379 $ 3,102,817
Greg Myers................. 65,000 1.2% $55.625 12/20/09 $2,273,847 $ 5,762,375
Derek Witte................ 50,000 0.9% $55.625 12/20/09 $1,749,113 $ 4,432,596
</TABLE>

---------------
(1) Stock options are granted with an exercise price equal to the fair market
value of Symantec Common Stock on the date of grant. Except for 200,000
options granted to Mr. Thompson outside of plan, these options were granted
under the 96 Plan. Generally, 25% of the original grant becomes exercisable
upon the first anniversary of the grant, with the remainder vesting pro rata
on a monthly basis over the remaining term of the grant. Options lapse after
ten years or, if earlier, 90 days after termination of employment.

(2) Symantec granted options on a total of 5,043,592 shares to employees in
fiscal 2000. This includes 500,000 options granted under the Company's 1999
Acquisition Plan, and 200,000 options granted to Mr. Thompson outside of
plan. (See "Employment Agreements and Change of Control Agreements.") The
remainder of the options were granted under the 96 Plan. In addition,
Symantec granted 100,000 options to non-employee directors under the 96
Plan. The Company did not reprice options in fiscal 2000 and does not intend
to reprice options during the next three fiscal years.

(3) The 5% and 10% assumed rates of annual compound stock price appreciation are
mandated by rules of the SEC and do not represent Symantec's estimate or
projection of future Symantec Common Stock prices.

AGGREGATE OPTION EXERCISES IN FISCAL 2000 AND MARCH 31, 2000 OPTION VALUES

<TABLE>
<CAPTION>
NUMBER OF SHARES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
ACQUIRED ON VALUE OPTIONS AT MARCH 31, 2000 MARCH 31, 2000($)(1)(2)
NAME EXERCISE(#) REALIZED($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- ----------- ----------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
John W. Thompson.......... -- -- --/1,220,000 --/$62,602,500
Gordon E. Eubanks, Jr..... 473,451 16,550,553 268,422/-- $14,240,979/--
Dana Siebert.............. 5,192 282,114 65,937/87,074 $ 3,902,083/$ 2,805,808
Dieter Giesbrecht......... -- -- 49,708/72,292 $ 2,687,170/$ 2,489,704
Greg Myers................ 20,000 963,083 36,586/104,450 $ 1,872,902/$ 3,100,947
Derek Witte............... 12,369 804,110 38,303/93,509 $ 2,086,000/$ 3,034,296
</TABLE>

---------------
(1) The valuations shown above for unexercised in-the-money options are based on
the difference between the option exercise price and the fair market value
of the stock on March 31, 2000 ($72.00 per share). These values have not
been, and may never be, realized.

(2) The value realized for option exercises is the aggregate fair market value
of Symantec Common Stock on the date of exercise less the exercise price.

10
<PAGE> 16

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During the fiscal year ended March 31, 2000, Symantec's Compensation
Committee consisted of Carl D. Carman, Robert S. Miller, and Tania Amochaev. Mr.
Carman, Mr. Miller, and Ms. Amochaev served as members of the Committee during
all of the fiscal year ended March 31, 2000. Dr. Halvorsen became a member of
the Committee in April 2000. None of the members of Symantec's Compensation
Committee has ever been an officer or employee of Symantec or any of its
subsidiaries, and none of the members of Symantec's Compensation Committee has
any relationship requiring disclosure under any paragraph of Item 404 of
Regulation S-K. In addition, Symantec has no disclosures to report under Item
402(j)(3) of Regulation S-K.

REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

This Report of the Compensation Committee shall not be deemed to be
incorporated by reference by any general statement incorporating by reference
this Proxy Statement into any filing under the Securities Act, or under the
Exchange Act, except to the extent that Symantec specifically incorporates this
information by reference, and shall not otherwise be deemed soliciting material
or filed under such acts.

Compensation Committee Policy

The Compensation Committee (the "Committee") acts on behalf of the Board to
establish the general compensation policies for Symantec's executive officers,
including the salary levels and target bonuses for the Chief Executive Officer
("CEO") as well as other executive officers. Effective January 1, 1999, the
Company adopted three new bonus compensation plans for individuals employed at
or above the level of Vice President: the Symantec Corporation CY1999 President
and CEO Variable Compensation Plan (the "CEO Compensation Plan"); the Symantec
Corporation CY1999 Executive Staff Variable Compensation Plan (the "Executive
Staff Compensation Plan"); and the Symantec Corporation CY1999 Vice President
Variable Compensation Plan (the three plans are sometimes collectively referred
to as the "Compensation Plans"). The Compensation Plans were in effect during
all of the fiscal year ended March 31, 2000. The Committee administers bonus
compensation awards to executive officers in accordance with the Compensation
Plans. The terms of the Compensation Plans provide that the Board retains the
right to alter or cancel one or more of the Compensation Plans for any reason at
any time, and any payments made under the Compensation Plans are made at the
sole discretion of the Board. The Committee administers stock option awards to
executive officers in accordance with the Company's stock option plan. During
Committee meetings, all discussions regarding compensation of the CEO are held
without his attendance. Similarly, none of the other executive officers are
present during discussions regarding their compensation.

The Board and the Committee believe that the compensation of the CEO and
Symantec's other executive officers should be based to a substantial extent on
Symantec's performance. Consistent with this philosophy, a designated portion of
the compensation of each executive officer is contingent upon corporate
performance, and is adjusted, when appropriate, based on such executive
officer's performance against personal performance objectives. Each executive
officer's performance for the past fiscal year and the objectives for the
current year are reviewed together with the executive officer's responsibility
level and Symantec's fiscal performance versus objectives and potential
performance targets. Generally, when establishing salaries, bonus levels and
stock option awards for executive officers, the Committee considers: (i)
Symantec's financial performance during the past year and recent quarters; (ii)
the individual's performance during the past year and recent quarters; and (iii)
the salaries of executive officers in similar positions of companies of
comparable size and other companies within the computer industry. With respect
to executive officers other than the CEO, the Committee places considerable
weight upon the recommendations of the CEO. The method for determining
compensation varies from case to case based on a discretionary and subjective
determination of what is appropriate at the time.

Symantec obtains executive compensation data from other high technology
companies, including high technology companies of a similar size. The companies
included in the sample from which this data was derived included companies
present in the S&P High Tech Index (used for purposes of the returns data

11
<PAGE> 17

presented in "Comparison of Cumulative Total Return" below), but the sample was
not intended to correlate with this index. For fiscal 2000, Symantec set target
compensation levels for executive compensation based on this survey and
discretionary judgments made by the CEO or, in the case of the CEO's
compensation, discretionary judgments made by the Committee.

Compensation of Executive Officers During Fiscal 2000

Mr. Thompson, Ms. Hamilton, Mr. Moritz and Mr. Warren joined Symantec
during the fiscal year ended March 31, 2000. The salaries of Ms. Hamilton, Mr.
Moritz, and Mr. Warren were determined by the Compensation Committee. During the
fiscal year ended March 31, 2000, base salaries for the other executive officers
began at levels established in the prior year. The base salaries for Messrs.
Myers, Cullen, Giesbrecht, Robinson, Siebert, and Witte were increased
moderately (between 6% and 17%). The base salary of Mr. Warren increased
significantly (48%) in order to bring Mr. Warren's salary inline with the
salaries of other members of the executive staff.

During the fiscal year ended March 31, 2000, bonuses for the executive
staff and executive officers were paid on a quarterly basis. All of Symantec's
executive officers were members of the Management Committee during the fiscal
year ended March 31, 2000. The Executive Staff Compensation Plan, which applies
to members of the Management Committee, is, like all the Compensation Plans,
comprised of a quarterly and an annual bonus component. The Compensation Plans
retain a quarterly bonus component for the reasons noted by the Committee in the
past: (i) a quarterly bonus program is an important benefit for retention
purposes; (ii) it is consistent with bonus payments made to similarly situated
individuals in comparable companies; (iii) a quarterly bonus payment more
accurately and timely compensates the executive staff for growth in the
Company's quarterly revenue and earnings per share and achievement of personal
objectives; and (iv) quarterly bonuses allow fluctuations in performance
criteria from quarter to quarter to be appropriately recognized and rapidly
communicated. The Compensation Plans also include an independent annual bonus
component based on the achievement of calendar year planned financial results
and, in the case of executive staff members other than the CEO, the
accomplishment of key individual objectives.

Under the Executive Staff Compensation Plan, the executive staff received
bonuses following the end of each quarter based on stated quarterly financial
metrics and individual objectives. For each quarter, an executive staff member's
bonus target was 10% of his base salary (40% of base salary for the full year).
In addition, each member of the executive staff was eligible to receive up to
40% of his base salary by meeting calendar year planned financial results and by
accomplishing key objectives. An executive staff member could achieve an
additional 50% of the annual 40% potential bonus by exceeding the key
objectives, making the maximum achievable bonus under the plan equal to 100% of
the executive staff member's annual base salary.

The following metrics and weightings were considered in calculating the
amount of the executive staff's bonuses for a calendar quarter under the
Executive Staff Compensation Plan: (a) Symantec's quarterly earnings per share
(20% weighting); (b) Symantec's quarterly planned revenues (30% weighting); and
(c) achievement of certain objectives (both individual and Company-wide) for the
quarter (50% weighting). A performance threshold of 80% had to be exceeded with
respect to each quarterly metric before the portion of the quarterly bonus
associated with that metric was paid. The bonus target payment for a particular
metric was multiplied by the related quarterly performance rating. No individual
was able to receive a quarterly performance rating greater than 100%.

The following metrics and weightings were considered in calculating the
amount of the executive staff's bonuses at the end of the 1999 calendar year
under the Executive Staff Compensation Plan: (a) the Company's annual revenue
growth (30% weighting); (b) the Company's annual earnings per share (20%
weighting); and (c) achievement of certain targeted objectives (50% weighting).
An individual was only eligible for an annual bonus if Symantec achieved 80% or
more of its revenue growth target or 80% or more of its earnings per share
target. If these targets were met, an executive staff member could receive a
bonus of up to 40% of his annual salary calculated on a linear basis in relation
to the percent of the metric achieved up to 100% of the target amount. Unlike
the quarterly bonus, an individual could earn an additional bonus of up to

12
<PAGE> 18

20% of his annual salary calculated on a linear basis for achieving between
100-110% of each annual bonus metric. No additional bonus was payable for
achieving more than 110% of a metric.

Symantec establishes its financial objectives in connection with its normal
financial budgeting process. Each year, a budget is established for the
following four fiscal quarters. During each annual budget cycle, changes to the
budgets are made to reflect changed conditions. In addition, the budgets may be
modified between normal budget cycles if significant events occur. Symantec's
performance with respect to revenues and earnings per share are the primary
financial objectives considered in determining compensation for executive
officers, although subjective factors, such as ability to meet project schedules
and ship products in accordance with those schedules, are also considered for
executive officers with management responsibility for product groups.

Stock Options Granted to Executive Officers in Fiscal 2000

The Committee periodically reviews the number of vested and unvested
options held by executive officers and makes stock option grants to executive
officers to provide greater incentives to these officers to continue their
employment with Symantec and to strive to increase the value of Symantec Common
Stock. Stock options typically have been granted to executive officers when the
executive first joins Symantec, in connection with a significant change in
responsibilities and, occasionally, to achieve equity within a peer group.
Generally, when making stock option grants for executive officers, the Committee
considers Symantec's performance during the past year and recent quarters, the
responsibility level and performance of the executive officer, prior option
grants to the executive officer and the level of vested and unvested options.
The stock options generally become exercisable over a four-year period, and have
exercise prices equal to the fair market value of Symantec Common Stock on the
date of grant.

During the fiscal year ended March 31, 2000, the Committee made certain
stock option grants to executive officers (see "Directors and
Management -- Compensation of Executive Officers -- Option Grants in Fiscal
2000"). The general purpose of these grants was to provide greater incentives to
these executive officers to continue their employment with Symantec and to
strive to increase the long-term value of Symantec Common Stock. Specific stock
option grants made by the Committee during Symantec's 2000 fiscal year were
based on past performance, anticipated future contribution and ability to impact
corporate and/or business unit results, consistency within the executive's peer
group, prior option grants to the executive officer, the percentage of
outstanding equity owned by the executive, the level of vested and unvested
options, competitive market practices, and the executive's responsibilities.
Symantec does not set specific target levels for options granted to named
executive officers or for the CEO. In fiscal 2000, the primary factors
considered in granting the options to executive officers were the equity stake
owned by the executive as a percentage of the Company's outstanding equity,
competitive market practices, the executive's responsibilities and the
executive's performance. The Company did not reprice options in Fiscal 2000 and
does not intend to reprice options during the next three fiscal years.

Fiscal 2000 CEO Compensation

Compensation for the CEO is determined through a process generally similar
to that discussed above for executive officers. For the fiscal year ending March
31, 2000, the salary for the CEO was increased from $475,000 to $600,000
effective upon the hiring of Mr. Thompson (in recognition of his value to the
Company). In accordance with the Employment Agreement dated April 11, 1999
between Mr. Thompson and Symantec (the "Employment Agreement"), the Board has
agreed that Mr. Thompson's base salary will be reviewed on an annual basis by
the Committee (and may be increased from time to time in the discretion of the
Board), but in no event shall be reduced below $600,000 during Mr. Thompson's
term of employment with the Company. Compensation paid to Mr. Thompson during
the fiscal year ending March 31, 2000 was prorated for the portion of the year
that he was employed by Symantec.

Under the CEO Compensation Plan in effect during fiscal year 2000, Mr.
Thompson was eligible to receive bonuses following the end of each quarter based
on stated quarterly financial metrics. For each quarter, Mr. Thompson's bonus
target was 12.5% of his base salary (50% of base salary for the full year). In
addition,

13
<PAGE> 19

Mr. Thompson was eligible to receive up to 50% of his base salary by meeting
certain calendar year planned financial results. Mr. Thompson could achieve an
additional 50% of his base salary by exceeding the calendar year planned
financial results, making the maximum achievable bonus under the plan equal to
150% of Mr. Thompson's annual base salary.

The following metrics and weightings were considered in calculating the
amount of Mr. Thompson's bonus for a calendar quarter under the CEO Compensation
Plan: (a) Symantec's quarterly earnings per share (50% weighting); and (b)
Symantec's quarterly planned total revenues (50% weighting). A minimum threshold
of 80% had to be exceeded with respect to each quarterly metric before that
metric's portion of the quarterly bonus will be paid. The bonus target payment
for a particular metric was calculated on a linear basis in relation to the
percent of the metric achieved up to 100% of the target amount. No additional
bonus was payable for achieving more than 100% of a metric.

The following metrics and weightings were considered in calculating the
amount of Mr. Thompson's bonus at the end of the 1999 calendar year under the
CEO Compensation Plan: (a) the Company's annual revenue growth (50% weighting);
and (b) the Company's annual earnings per share (50% weighting). Mr. Thompson
was only eligible for an annual bonus if Symantec achieved 80% or more of its
annual revenue growth target or 80% or more of its annual earnings per share
target. If these targets were met, Mr. Thompson could receive a bonus of up to
50% of his annual salary calculated on a linear basis in relation to the percent
of the metric achieved up to 100% of the target amount. Unlike the quarterly
bonus, Mr. Thompson could earn an additional bonus of up to 50% of his annual
salary calculated on a linear basis for achieving between 100-120% of each
annual bonus metric. No additional bonus was payable for achieving more than
120% of a metric.

Pursuant to the Employment Agreement, Mr. Thompson was entitled to receive
a bonus of $75,000 for the quarter ending June 30, 1999, whether or not the
relevant quarterly metrics were achieved. Similarly, Mr. Thompson was guaranteed
an annual bonus for calendar year 1999 at least equal to $75,000 plus one half
of the amount that would have been payable if Mr. Thompson had been employed by
Symantec for the full year based on the relevant annual metrics. Overall, Mr.
Thompson received an aggregate bonus of $471,560 during the fiscal year ended
March 31, 2000.

The Committee believes that the CEO's performance bonuses should be paid
solely in relation to the success and strength of Symantec, and although
achieving personal objectives is important, the success and strength of Symantec
is the ultimate measure of the CEO's effectiveness.

Stock Options Granted to the CEO in Fiscal 2000

The Committee periodically reviews the number of vested and unvested
options held by the CEO and makes stock option grants to the CEO to provide
greater incentives to him to continue his employment with Symantec and to strive
to increase the value of Symantec Common Stock. When making stock option grants
to the CEO, the Committee considers Symantec's performance during the past year
and recent quarters, the performance of the CEO, prior option grants to the CEO
and the level of vested and unvested options. The stock options generally become
exercisable over a four-year period, and have exercise prices equal to the fair
market value of Symantec Common Stock on the date of grant. For the fiscal year
ending March 31, 2000 (and in accordance with the terms of the Employment
Agreement), Mr. Thompson received stock options to acquire 1,000,000 shares of
Symantec common stock, which options vest over a five-year period and are
exercisable at $13 per share. The Employment Agreement also provides that Mr.
Thompson is to receive 100,000 shares of restricted Symantec common stock on his
first day of employment for a purchase price equal to the par value of the
common stock of $0.01 per share. These shares of restricted stock are to vest
over a two-year period, with 50,000 shares vesting on April 14, 2000 and 50,000
shares vesting on April 14, 2001. These shares of restricted stock are not
transferable until they are vested, and unvested shares are subject to
repurchase by Symantec at $0.01 per share upon termination of Mr. Thompson's
employment with the Company. In addition, in December 1999, Mr. Thompson was
granted options to acquire an additional 220,000 shares of Symantec common stock
exercisable at the fair market value on the date of grant. See "Employment
Agreements and Change of Control Agreements."

14
<PAGE> 20

Changes to Tax Law -- Limits on Executive Compensation

The Omnibus Budget Reconciliation Act of 1993 added Section 162(m) to the
U.S. Internal Revenue Code. Section 162(m) limits deductions for certain
executive compensation in excess of $1 million. Certain types of compensation
are deductible only if performance criteria are specified in detail, and
payments are contingent on stockholder approval of the compensation arrangement.
Symantec believes that it is in the best interests of its stockholders to
structure its compensation plans to achieve maximum deductibility under Section
162(m) with minimal sacrifices in flexibility and corporate objectives. The
Company was in compliance with Section 162(m) during the 2000 fiscal year. Since
corporate objectives may not always be consistent with the requirements for full
deductibility, it is conceivable that Symantec may enter into compensation
arrangements in the future under which payments are not deductible under Section
162(m); deductibility will not be the sole factor used by the Committee in
ascertaining appropriate levels or modes of compensation. In this regard,
certain of the payments under the Company's Compensation Plans and a portion of
the stock awards to Mr. Thompson will not be deductible under Section 162(m).

By: The Compensation Committee of the Board
of Directors:
Date: March 31, 2000

Carl D. Carman
Robert S. Miller
Tania Amochaev

15
<PAGE> 21

The stock price performance graphs below shall not be deemed to be
incorporated by reference by any general statement incorporating by reference
this Proxy Statement into any filing under the Securities Act, or under the
Exchange Act, except to the extent that Symantec specifically incorporates this
information by reference, and shall not otherwise be deemed soliciting material
or filed under such acts.

COMPARISON OF CUMULATIVE TOTAL RETURN
MARCH 31, 1995 TO MARCH 31, 2000

The graph below compares the cumulative total stockholder return on
Symantec Common Stock from March 31, 1995 to March 31, 2000 with the cumulative
total return on the S&P 500 Composite Index and the S&P High Technology Index
over the same period (assuming the investment of $100 in Symantec Common Stock
and in each of the other indices on March 31, 1995, and reinvestment of all
dividends). The past performance of Symantec's Common Stock is no indication of
future performance.
[PERFORMANCE GRAPH]

<TABLE>
<CAPTION>
SYMANTEC S&P 500 S&P HIGH TECH COMPOSITE
-------- ------- -----------------------
<S> <C> <C> <C>
3/95 100.00 100.00 100.00
3/96 55.98 132.11 135.01
3/97 61.96 158.30 182.52
3/98 117.12 234.27 275.84
3/99 73.64 277.52 442.48
3/00 326.63 327.32 783.40
</TABLE>

<TABLE>
<CAPTION>
SYMANTEC S&P 500 S&P HIGH TECH COMPOSITE
-------- ------- -----------------------
<S> <C> <C> <C>
3/95.. 100.00 100.00 100.00
3/96.. 55.98 132.11 135.01
3/97.. 61.96 158.30 182.52
3/98.. 117.12 234.27 275.84
3/99.. 73.64 277.52 442.48
3/00.. 326.63 327.32 783.40
</TABLE>

---------------

(1) The graph assumes that US$100 was invested in Symantec's Common Stock and in
each Index on March 31, 1995.

(2) The total return for each of Symantec Common Stock, the S&P 500 and the S&P
High Tech Composite assumes the reinvestment of dividends, although
dividends have not been declared on Symantec Common Stock. Historical
returns are not necessarily indicative of future performance.

16
<PAGE> 22

COMPARISON OF CUMULATIVE TOTAL RETURN
JUNE 23, 1989 TO MARCH 31, 2000

The graph below compares the cumulative total shareholder return on
Symantec Common Stock from June 23, 1989 (the date of Symantec's initial public
offering) to March 31, 2000 with the cumulative total return on the S&P 500
Composite Index and the S&P High Technology Index over the same period (assuming
the investment of $100 in Symantec Common Stock and in each of the other indices
on June 30, 1989, and reinvestment of all dividends). Symantec has provided this
additional data to provide the perspective of a longer time period which is
consistent with Symantec's history as a public company. The past performance of
Symantec's Common Stock is no indication of future performance.

SYMANTEC CORPORATION
COMPARISON OF CUMULATIVE TOTAL RETURN
JUNE 23, 1989 TO MARCH 31, 2000
[PERFORMANCE GRAPH]

<TABLE>
<CAPTION>
SYMANTEC S&P 500 S&P HIGH TECH COMPOSITE
-------- ------- -----------------------
<S> <C> <C> <C>
6/89 100.00 100.00 100.00
3/90 173.91 108.97 100.64
3/91 419.57 124.68 109.87
3/92 743.48 138.45 112.43
3/93 223.91 159.53 123.54
3/94 271.74 161.88 145.31
3/95 400.00 187.08 183.88
3/96 223.91 247.14 248.25
3/97 247.83 296.14 335.61
3/98 468.48 438.82 507.21
3/99 294.57 519.18 813.62
3/00 1306.52 612.35 1440.50
</TABLE>

---------------

(1) Symantec's initial public offering was on June 23, 1989. Data is shown
beginning June 30, 1989 because data for cumulative returns on the S&P 500
and the S&P High Tech Composite indices are available only at month end.

(2) The graph assumes that US$100 was invested in Symantec's Common Stock and in
each Index on June 30, 1989.

17
<PAGE> 23

(3) The total return for each of Symantec Common Stock, the S&P 500 and the S&P
High Tech Composite assumes the reinvestment of dividends, although
dividends have not been declared on Symantec Common Stock. Historical
returns are not necessarily indicative of future performance.

EMPLOYMENT AGREEMENTS AND CHANGE OF CONTROL AGREEMENTS

In January 1999 Mr. Eubanks and the Company entered into an agreement (the
"Agreement") whereby Mr. Eubanks agreed to resign as President and Chief
Executive Officer upon the appointment of his successor. Mr. Eubanks and the
Company also agreed that Mr. Eubanks would assist the Company in the search for
such successor. The Agreement provides that for a period of two years after his
resignation, Mr. Eubanks would enter into a consulting relationship with the
Company during the term of which he would receive a consulting fee equal to his
base salary and a quarterly bonus of 6.25% of base salary and his options would
continue to vest as if he were still a Symantec employee and Symantec agreed to
pay certain health and other benefit premiums on Mr. Eubanks' behalf. In
addition, Mr. Eubanks would become Chairman of the Board of Directors upon his
resignation from the Company and he would receive stock option grants, directors
fees and any other remuneration paid to directors who are not employees of the
Company. The Company also agreed to continue to provide indemnification to Mr.
Eubanks during the term of his consulting period. Mr. Eubanks resigned as
President and Chief Executive Officer in April 1999 upon Mr. Thompson's hiring
and resigned as Chairman of the Board two weeks later upon Mr. Thompson's
appointment as Chairman of the Board. In connection with the Agreement, Mr.
Eubanks and the Company entered into a mutual general release of claims. Upon
Mr. Eubanks' resignation from the Board, the Board voted to accelerate the
vesting of the stock options held by Mr. Eubanks that otherwise would have been
subject to vesting during the consulting period under the original Agreement.
Additionally, the Board agreed to release Mr. Eubanks from any further
obligation to provide consulting services under the original Agreement.

In accordance with the Employment Agreement dated April 11, 1999 between
Mr. Thompson and Symantec (the "Employment Agreement"), the Board decided to
grant Mr. Thompson a base salary of $600,000 and agreed that Mr. Thompson's base
salary will be reviewed on an annual basis by the Committee (and may be
increased from time to time in the discretion of the Board), but in no event
shall be reduced below $600,000 during Mr. Thompson's term of employment with
the Company. Compensation paid to Mr. Thompson during the fiscal year ending
April 1, 2000 was prorated for the portion of the year that he was employed by
Symantec. Under the Employment Agreement, Mr. Thompson was guaranteed a bonus of
$75,000 for the quarter ending June 30, 1999 whether or not the relevant
quarterly metrics were achieved. Similarly, Mr. Thompson was guaranteed an
annual bonus for calendar year 1999 at least equal to $75,000 plus one half of
the amount that would have been payable if Mr. Thompson had been employed by
Symantec for the full year based on the relevant annual metrics. For the fiscal
year ending March 31, 2000, Mr. Thompson was initially granted stock options to
acquire 1,000,000 shares of Symantec common stock, which options vest over a
five-year period and are exercisable at $13 per share. On December 22, 1999, Mr.
Thompson was awarded an option grant for an additional 220,000 shares of
Symantec Common Stock, which vest over a period of four years and are
exercisable at the fair market value of the stock on the date of the grant which
was $55.625 per share. The Employment Agreement also provides that Mr. Thompson
would receive 100,000 shares of restricted Symantec common stock on his first
day of employment for a purchase price equal to the par value of the common
stock of $0.01 per share. These shares of restricted stock are subject to
reverse vesting over a two-year period, with 50,000 shares vesting on April 14,
2000 and 50,000 shares vesting on April 14, 2001. These share of restricted
stock are not transferable until they are vested, and unvested shares are
subject to repurchase by Symantec at $0.01 per share upon termination of Mr.
Thompson's employment with the Company. The vesting of Mr. Thompson's options
and shares of restricted stock accelerates upon his involuntary termination or
termination without cause (as defined in the Employment Agreement) by the
Company.

18
<PAGE> 24

CERTAIN TRANSACTIONS

In March 1989, Symantec sold 45,000 shares of Symantec Common Stock to
Gordon E. Eubanks, Jr., the Company's former President and Chief Executive
Officer at a per share price of $2.67. Mr. Eubanks paid for the shares with a
$120,000, 9% promissory note payable in four years. On March 23, 1993, the
promissory note representing this indebtedness became due and was replaced with
a new nine-year promissory note, bearing interest at 6%. So long as Mr. Eubanks
remained employed by Symantec, accrued interest on the note was forgiven
annually and Symantec paid Mr. Eubanks the amount of his tax liability on such
forgiveness. As of June 30, 2000, the outstanding principal balance on this note
was $120,000.

In May 1999, the Company issued a promissory note in the principal amount
of $1,400,000 to John W. Thompson, the Company's President and Chief Executive
Officer in connection with the acquisition of a residential property following
Mr. Thompson's relocation from New York to California. The note bears interest
at 4.9% per annum payable in May 2000. The principal under the note is due in
May 2000 and is secured by a deed of trust on the property. If Mr. Thompson's
employment with the Company ceases prior to maturity of the note other than for
cause (as defined in the note), the principal and any accrued interest will be
due in May 2001. On February 22, 2000, Mr. Thompson was granted a one-year,
interest-free extension to repay the principal under the note, which is due and
payable on May 21, 2001. As of June 30, 2000, the full principal amount on this
note was outstanding.

In May 1999, the Company issued a promissory note in the principal amount
of $300,000 to Keith Robinson, the Company's former Vice President, Americas in
connection with improvements to a property. The note bears interest at 4.9% per
annum payable in monthly installments of $1,225. The principal under the note is
due in June 2000 and is secured by a deed of trust on the property. The note was
paid in full in July 2000.

On July 20, 1999, the Company and Mr. Gary Warren, Senior Vice President of
Business Development, entered into a letter agreement outlining the terms and
conditions of Mr. Warren's future employment with the Company. Mr. Warren was
awarded a base salary of $125,000, which was increased to $185,000 in January,
2000. Mr. Warren's base salary will be reviewed on an annual basis by the
Compensation Committee and may be increased from time to time in the discretion
of the Board. Mr. Warren was also awarded the lease of a company automobile and
he will also be eligible to participate in the Company's standard executive
benefit and compensation plans. Under the terms of an option agreement executed
on the same date as the letter agreement, Mr. Warren also received options to
purchase 120,000 shares of Symantec Common Stock which vest over a four-year
period and are exercisable at the fair market value of the date of the grant. If
Mr. Warren is terminated without cause (as defined in the option agreement), his
options will become fully vested as of the date of termination.

On January 31, 2000, the Company and Mr. Ron Moritz, Senior Vice President
and Chief Technical Officer, entered into a letter agreement outlining the terms
and conditions of Mr. Moritz's future employment with the Company. Under the
terms of the letter agreement Mr. Moritz was awarded a base salary of $240,000,
and a bonus of up to 60% of Mr. Moritz's base salary (based on company and
individual performance). Mr. Moritz's base salary will be reviewed on an annual
basis by the Compensation Committee and may be increased from time to time in
the discretion of the Board. Mr. Moritz was also awarded a one-time signing
bonus and the lease of a company automobile. Mr. Moritz will also be eligible to
participate in the Company's standard executive benefit and compensation plans.
Under the terms of the letter agreement, Mr. Moritz also received options to
purchase 50,000 shares of Symantec Common Stock which vest over a four-year
period and are exercisable at the fair market value of the date of the grant.

On March 9, 2000, the Company and Ms. Gail Hamilton, Senior Vice President,
Enterprise Solutions Division, entered into a letter agreement outlining the
terms and conditions of Ms. Hamilton's future employment with the Company. Under
the terms of the letter agreement Ms. Hamilton was awarded a base salary of
$400,000, and a bonus of up to 60% of Ms. Hamilton's base salary (based on
company and individual performance), half of which is guaranteed to be paid out
after the first year of Ms. Hamilton's employment, regardless of performance
objectives. Ms. Hamilton's base salary will be reviewed on an annual basis by
the Compensation Committee and may be increased from time to time in the
discretion of the Board.

19
<PAGE> 25

Ms. Hamilton was also awarded a one-time signing bonus , the lease of a company
automobile and was provided by Symantec with a life insurance policy. In
addition, the company will provide Ms. Hamilton with furnished executive
dwellings during the term of her employment with the Company and will reimburse
Ms. Hamilton for moving expenses. If Ms. Hamilton is terminated without cause
(as defined in the letter agreement), she will be entitled to severance payment
in the amount of twelve months of her base salary at the time of termination,
net of tax withholding. Ms. Hamilton will also be eligible to participate in the
Company's standard executive benefit and compensation plans. Under the terms of
the letter agreement, Ms. Hamilton also received options to purchase 150,000
shares of Symantec Common Stock which vest over a four-year period and are
exercisable at the fair market value of the date of the grant.

Symantec has adopted provisions in its certificate of incorporation and
by-laws that limit the liability of its directors and provide for
indemnification of its officers and directors to the full extent permitted under
Delaware law. Under Symantec's Certificate of Incorporation, and as permitted
under the DGCL, directors are not liable to Symantec or its stockholders for
monetary damages arising from a breach of their fiduciary duty of care as
directors, including such conduct during a merger or tender offer. In addition,
Symantec has entered into separate indemnification agreements with its directors
and officers that could require Symantec, among other things, to indemnify them
against certain liabilities that may arise by reason of their status or service
as directors or officers. Such provisions do not, however, affect liability for
any breach of a director's duty of loyalty to Symantec or its stockholders,
liability for acts or omissions not in good faith or involving intentional
misconduct or knowing violations of law, liability for transactions in which the
director derived an improper personal benefit or liability for the payment of a
dividend in violation of Delaware law. Such limitation of liability also does
not limit a director's liability for violation of, or otherwise relieve Symantec
or its directors from the necessity of complying with, federal or state
securities laws or affect the availability of equitable remedies such as
injunctive relief or rescission.

THE PROPOSALS

PROPOSAL NO. 1 -- ELECTION OF SYMANTEC DIRECTORS

At the Symantec Stockholders Meeting, four of the seven current members of
the Board elected at last year's annual meeting will be nominated for
re-election. Four additional nominees will be nominated for election to the
Board. All of the nominees have been nominated by the Board's Nominating
Committee. The nominees for election to the Board are Tania Amochaev, Charles M.
Boesenberg, Per-Kristian Halvorsen, Robert S. Miller, Bill Owens, George Reyes,
Daniel H. Schulman and John W. Thompson. Ms. Amochaev, Mr. Boesenberg, Mr.
Miller, and Mr. Thompson were elected at Symantec's annual meeting of
stockholders on September 15, 1999. Mr. Owens and Mr. Schulman were appointed to
the Board in March 2000. Dr. Halvorsen was appointed to the Board in April 2000.
Mr. Reyes was appointed to the Board in July 2000.

Each director will hold office until the next annual meeting of
stockholders and until his successor has been elected and qualified or until his
earlier resignation or removal. The maximum allowed number of members of
Symantec's Board is currently set at ten members. Shares represented by the
accompanying proxy will be voted for the election of the eight nominees
recommended by Symantec's management unless the proxy is marked in such a manner
as to withhold authority so to vote. If any nominee for any reason is unable to
serve or for good cause will not serve, the proxies may be voted for such
substitute nominee as the proxy holder may determine. Symantec is not aware of
any nominee who will be unable to or for good cause will not serve as a
director. There is no family relationship between any director or executive
officer of Symantec and any other director or executive officer of Symantec.

For certain information about the current directors, see "Directors and
Management -- Directors and Executive Officers."

BOARD MEETINGS AND COMMITTEES

The Board of Symantec held a total of eleven meetings during the fiscal
year ended March 31, 2000. No director attended fewer than 75% of the aggregate
of the total number of meetings of the Board (held during

20
<PAGE> 26

the period for which he or she was a director) and the total number of meetings
held by all committees of the Board on which he or she served (during the period
that he or she served). The Board has an Audit Committee, a Compensation
Committee and a Nominating Committee.

The Audit Committee met 4 times during the fiscal year ended March 31,
2000, and was comprised of Mr. Bregman and Mr. Miller. In April 2000, Mr. Owens
and Mr. Schulman became members of the Audit Committee. The Audit Committee
meets with Symantec's outside auditors and reviews Symantec's accounting
policies and internal controls. The Audit Committee has a written charter which
was adopted on July 20, 2000, which is attached hereto as Annex C.

The Compensation Committee met three times during the fiscal year ended
March 31, 2000, and was comprised of Mr. Carman, Mr. Miller and Ms. Amochaev. In
April 2000, Dr. Halvorsen became a member of the Compensation Committee. The
Compensation Committee recommends cash-based and stock compensation for
executive officers of Symantec.

The Nominating Committee met 4 times during the fiscal year ended March 31,
2000, and was comprised of Mr. Dykes, Mr. Carman and Mr. Boesenberg. In April
2000, Mr. Schulman became a member of the Nominating Committee. The Nominating
Committee recommends candidates for election to the company's Board of
Directors. The Nominating Committee does not accept suggestions for nominees
recommended by stockholders.

DIRECTORS' COMPENSATION

Messrs. Bregman, Boesenberg, Carman, Dykes and Miller and Ms. Amochaev were
each entitled to receive $1,500 per meeting of the Board or a committee of the
Board which they attended during the fiscal year ended March 31, 2000. During
fiscal 2000, Mr. Boesenberg received $13,500 for attending Board meetings and
related expenses, Mr. Carman received $13,500 for attending Board meetings and
related expenses, Mr. Miller received $18,545 for attending Board meetings and
related expenses, Mr. Dykes received $12,000 for attending Board meetings and
related expenses, and Ms. Amochaev received $13,581 for attending Board meetings
and related expenses. All members of the Board are reimbursed for invoiced
out-of-pocket expenses that they incur in attending Board meetings.

As of fiscal year 2001, members of the Board will be paid a retainer of
$25,000 annually. Assuming the Stockholders of the Company approve the Director
Plan, not less than 50% of the annual retainer will be paid in the form of an
award of unrestricted, fully-vested shares of Symantec Common Stock. All members
of the Board are entitled to receive coverage under Symantec's Employee Medical
plan. The annual fair market value of this arrangement per member of the Board
is approximately $18,000.

During fiscal 2000, (i) Messrs. Bregman, Boesenberg, Carman, Dykes, Miller
and Ms. Amochaev each received a non-qualified stock option to purchase 10,000
shares of Symantec's Common Stock at an exercise price of $20.00 per share,
which were granted in April 1999. (ii) Messrs. Owens and Schulman each received
a non-qualified stock option to purchase 20,000 shares of Symantec's Common
Stock at an exercise price of $71.375 per share, which were granted in March
2000. All of these options were granted automatically, pursuant to the 96 Plan.
The Board adopted the formula for option grants to non-employee directors under
the 96 Plan on September 17, 1998. The award formula for nonqualified stock
option grants under the 96 Plan is as follows: An initial grant of 20,000 shares
will be made to a new director upon such director first becoming a director. An
award grant of 10,000 shares will be made to a continuing director other than
the Chairman of the Board, and an award grant of 20,000 shares will be made to
the Chairman of the Board, at the first Board meeting following the first day of
each fiscal year of the Company; provided that no such grant shall be made
within six months of an initial grant. Options granted will vest over a four
year period in accordance with the terms of the 96 Plan, and shall remain
exercisable for a period of seven months following the non-employee director's
termination as a director or consultant of Symantec.

THE BOARD RECOMMENDS A VOTE "FOR" ELECTION
OF EACH OF THE EIGHT NOMINATED DIRECTORS.

21
<PAGE> 27

PROPOSAL NO. 2 -- APPROVAL OF AMENDMENT TO SYMANTEC'S 1996 EQUITY INCENTIVE PLAN

Proposed Amendment

At the Symantec Stockholders Meeting, Symantec's stockholders and holders
of Exchangeable Shares will be asked to consider and vote upon a proposal to
amend Symantec's 1996 Equity Incentive Plan (the "96 Plan"), a copy of which is
attached hereto as Annex A, to make available for issuance thereunder 3,022,900
additional shares of Symantec Common Stock, which will raise the 96 Plan's limit
on shares that may be issued pursuant to awards granted thereunder from
12,213,202 to 15,236,102.

The Board believes that the amendment to increase the shares of Symantec
Common Stock available for issuance under the 96 Plan is in the best interests
of Symantec. The purpose of the 96 Plan is to provide employees of Symantec with
a convenient means to acquire an equity interest in Symantec, to provide to
employees incentives based on an increase in the value of Symantec's Common
Stock, and to provide an incentive for continued employment. The Board believes
that the additional reserve of shares with respect to which shares may be issued
is needed to ensure that Symantec can meet these goals. The shares awarded under
the 96 Plan come from authorized but unissued shares of Symantec Common Stock.
Without the 3,022,900 shares that are the subject of this proposal, there are a
total of 12,213,202 shares of Symantec's Common Stock authorized for issuance
upon the exercise of options granted under the 96 Plan. As of June 30, 2000, a
total of 2,641,598 shares had been purchased upon the exercise of options issued
under the 96 Plan, and a total of 8,656,741 shares of Symantec Common Stock were
subject to outstanding options that have been granted pursuant to the 96 Plan to
an aggregate of approximately 2,836 persons, leaving 914,863 shares reserved for
grant of options under the 96 Plan. The outstanding options are exercisable at
an average exercise price of $38.47 per share. During the 2000 fiscal year,
4,343,592 options were granted by Symantec to employees and 100,000 options were
granted to non-employee directors under the 96 Plan. In addition, 500,000
options were granted under the 1999 Acquisition Plan, 200,000 options were
granted to Mr. Thompson outside the plan (see "Employment Agreements and Change
of Control Agreements."), and 1,753,035 options were canceled.

Summary of 1996 Equity Incentive Plan

The following summary of the principal provisions of the 96 Plan as
proposed to be amended is qualified in its entirety by reference to the full
text of the 96 Plan, which is included as Annex A hereto.

General. The 96 Plan was adopted by Symantec's Board of Directors on March
4, 1996 and approved by the stockholders on May 14, 1996 and amended effective
September 18, 1997, September 17, 1998, and September 15, 1999. The purpose of
the 96 Plan is to provide incentives to attract, retain and motivate eligible
persons whose present and potential contributions are important to the success
of Symantec, by offering them an opportunity to participate in the company's
future performance through awards of options.

Administration. The 96 Plan permits either the Board of Directors or a
committee appointed by the Board to administer the 96 Plan. If the Board
establishes such a committee, and two or more members of the Board are "outside
directors," the committee must be comprised of at least two members of the
Board, all of whom are outside directors and "disinterested persons."
"Disinterested persons" and "outside directors" are defined in the 96 Plan and
comply with definitions given such terms under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and Section 162(m) of the U.S. Internal
Revenue Code of 1986, as amended (the "Code"), respectively. References herein
to the "Committee" mean either the committee appointed to administer the 96 Plan
or the Board. Subject to the terms of the 96 Plan, the Committee determines the
persons who are to receive awards, the number of shares subject to each such
award and the terms and conditions of such awards. The Committee also has the
authority to construe and interpret any of the provisions of the 96 Plan or any
awards granted thereunder and to modify awards granted under the 96 Plan.

Eligibility. The 96 Plan provides that awards may be granted to employees,
officers, directors, consultants, independent contractors and advisors of
Symantec or of any parent, subsidiary or affiliate of Symantec as the Committee
may determine. As of June 30, 2000, approximately 2,763 people were eligible to

22
<PAGE> 28

participate in the 96 Plan. Over the term of the 1996 Plan, the following named
executive officers have been granted options to purchase shares of Common Stock
under the 1996 Plan as follows: John W. Thompson -- 1,020,000 options, Dana
Siebert -- 106,646 options, Dieter Giesbrecht -- 122,000 options, Greg Myers --
148,973 options, Derek Witte -- 113,500 options, and Gordon Eubanks,
Jr. -- 250,000 options. Over the term of the 1996 Plan, current executive
officers as a group have been granted options to purchase 1,840,719 shares,
current non-employee directors have been granted options to purchase 180,000
shares, and all employees as a group, other than executive officers and
directors, have been granted options to purchase 11,303,189 shares (excluding
3,491,168 options which were subject to cancellation). No person will be
eligible to receive more than 500,000 shares in any calendar year pursuant to
the grant of awards under the 96 Plan other than new employees of Symantec, or
any parent, subsidiary or affiliate of Symantec, who are eligible to receive up
to a maximum of 800,000 shares in the calendar year in which they commence
employment. A person may be granted more than one award under the 96 Plan.

Stock Reserved for Issuance. The stock reserved for issuance under the 96
Plan consists of shares of Symantec Common Stock authorized but unissued Common
Stock. The aggregate number of shares that may be issued under awards pursuant
to the 96 Plan as amended is 15,236,102. In addition, shares that are subject to
issuance upon exercise of an option under the 96 Plan but cease to be subject to
such option for any reason (other than exercise of such option), and shares that
are subject to an award granted under the 96 Plan but are forfeited or
repurchased by Symantec at the original issue price, or that are subject to an
award that terminates without shares being issued, will again be available for
grant and issuance under the 96 Plan.

Terms of Options. Subject to the terms and conditions of the 96 Plan, the
Committee, in its discretion, determines for each option certain terms and
conditions, including, whether the option is to be an incentive stock option
("ISO") or a non-qualified stock option ("NQSO"), the number of shares for which
the option will be granted, the exercise price of the option and the periods
during which the option may be exercised. Each option is evidenced by a stock
option agreement in such form as the Committee approves and is subject to the
following conditions, in addition to those described elsewhere herein or in the
96 Plan:

(a) Date of Grant: The date of grant of an option will be the date on
which the Committee decides to grant the option, unless the Committee
specifies otherwise. The related stock option agreement and a copy of the
96 Plan will be delivered to the optionee within a reasonable time after
the option is granted.

(b) Term of Exercise of Options: Except with respect to options
granted to non-employee directors described below, options are exercisable
within the period, or upon the events, determined by the Committee as set
forth in the related stock option agreement. However, no option may be
exercisable after ten years from the date of grant, and no ISO granted to a
10% stockholder can be exercisable after five years from the date of grant.
Symantec anticipates that most of the options that will be granted under
the 96 Plan will be exercisable for ten years and options granted under the
96 Plan will generally vest and become exercisable at a rate of 25% one
year after the date of grant, and then at the rate of 2.0833% per month
over the succeeding three years of employment. Options granted to
non-employee directors are immediately exercisable subject to repurchase to
the extent that such options have not vested (see "Formula for Non-Employee
Director Option Grants and Vesting" below).

(c) Exercise Price: Each stock option agreement states the related
option exercise price, which may not be less than 100% of the fair market
value of the shares of Common Stock on the date of the grant. The exercise
price of an ISO granted to a 10% stockholder may not be less than 110% of
the fair market value of shares of Symantec Common Stock on the date of
grant. The exercise price for non-employee director formula option grants
may not be less than 100% of the fair market value of the shares of Common
Stock on the date of grant. On July 20, 2000, the fair market value of
Symantec Common Stock was $47.25.

(d) Method of Exercise: Options may be exercised only by delivery to
Symantec of a written stock option exercise agreement, stating the number
of shares purchased, the restrictions imposed on the shares purchased, if
any, and certain representations and covenants regarding optionee's
investment intent and access to information, together with payment in full
of the exercise price for the number of shares purchased. The option
exercise price is typically payable in cash or by check, but may also be
payable, at

23
<PAGE> 29

the discretion of the Committee, in a number of other forms of
consideration, including cancellation of indebtedness, fully paid shares of
Symantec Common Stock, delivery of a promissory note, waiver of
compensation due or accrued to an optionee for services rendered, through a
"same day sale," through a "margin commitment," or any combination of the
foregoing.

(e) Termination of Employment: If an optionee ceases to provide
services as an employee, director, consultant, independent contractor or
advisor to Symantec, or a parent, subsidiary or affiliate of Symantec
(except in the case of death, disability, sick leave, military leave, or
any other leave of absence approved by the Committee which does not exceed
90 days, or if reinstatement upon expiration of such leave is guaranteed by
law), the optionee typically has three months to exercise any
then-exercisable options except as may otherwise be provided. (See "Formula
for Non-Employee Director Option Grants and Vesting" below); provided,
however, that the exercise period may be extended by the Committee for up
to five years. A twelve-month exercise period applies in cases of
optionee's disability (as defined in the 96 Plan) or death. If optionee is
terminated for reason of having committed an alleged criminal act or
intentional tort, optionee's options expire upon termination.

(f) Recapitalization; Change of Control: The number of shares subject
to any award, and the number of shares issuable under the 96 Plan, are
subject to proportionate adjustment in the event of a stock dividend,
recapitalization, stock split, reverse stock split, subdivision,
combination, reclassification or similar change relating to the capital
structure of Symantec without consideration. In the event of a dissolution
or liquidation of Symantec, a merger or consolidation in which Symantec
does not survive (other than a merger with a wholly owned subsidiary or
where there is no substantial change in the stockholders of the corporation
and the options granted are assumed, converted or replaced by the successor
corporation), a merger in which Symantec is the surviving corporation, but
after which the stockholders of Symantec cease to own an equity interest in
Symantec, a sale of all or substantially all of Symantec's assets or any
other transaction that qualifies as a "corporate transaction" under Section
424(a) of the Code, all outstanding awards may be assumed, converted or
replaced by the successor corporation, or the successor corporation may
substitute equivalent awards or provide substantially similar consideration
to participants as was provided to stockholders; provided that formula
option grants to non-employee directors shall accelerate and be fully
vested upon such merger, consolidation or corporate transaction.

(g) Rights as Stockholder: An optionee has no rights as a stockholder
with respect to any shares covered by an option until the option has been
validly exercised and shares of Symantec Common Stock are issued to the
optionee.

(h) Other Provisions: The option grant and exercise agreements
authorized under the 96 Plan, which may be different for each option, may
contain such other provisions as the Committee deems advisable, including
without limitation, (i) restrictions upon the exercise of the option and
(ii) a right of repurchase in favor of Symantec to repurchase unvested
shares held by an optionee upon termination of the optionee's employment at
the original purchase price.

Formula for Non-Employee Director Option Grants and Vesting. Symantec will
automatically grant options, in accordance with a formula, to each director of
the Company who is not an employee of Symantec (or of any parent or subsidiary
of Symantec) ("non-employee director"). As of July 20, 2000, six directors were
in the class of persons eligible to receive options. The award formula for
nonqualified stock option grants is as follows: An initial grant of 20,000
shares will be made to a new director upon such director first becoming a
director. An award grant of 10,000 shares will be made to a continuing director
other than the Chairman of the Board, and an award grant of 20,000 shares will
be made to the Chairman of the Board, at the first Board meeting following the
first day of each fiscal year of the Company; provided that no such grant shall
be made within six months of an initial grant. Options granted shall remain
exercisable for a period of seven months following the non-employee director's
termination as a director or consultant of Symantec.

Prior to July, 1998, non-employee directors were eligible to receive grants
pursuant to the 1993 Directors Stock Option Plan. The 1993 Directors Stock
Option Plan expired in July, 1998. All option grants to directors are currently
made under the 1996 Plan.

24
<PAGE> 30

Amendment and Termination of the 96 Plan. The Committee, to the extent
permitted by law, and with respect to any shares at the time not subject to
awards, may suspend or discontinue the 96 Plan or revise or amend the 96 Plan in
any respect whatsoever; provided that the Committee may not, without approval of
the stockholders, amend the 96 Plan in a manner that requires stockholder
approval.

Term of the 96 Plan. Awards may be granted pursuant to the 96 Plan from
time to time until the expiration of the ten-year period commencing with the
date the 96 Plan was adopted by the Board of Directors.

Federal Income Tax Information. Options so designated under the 96 Plan are
intended to qualify as ISOs. All options that are not designated as ISOs are
intended to be NQSOs.

THE FOLLOWING IS A GENERAL SUMMARY AS OF THE DATE OF THIS PROXY STATEMENT
OF THE U.S. FEDERAL INCOME TAX CONSEQUENCES TO SYMANTEC AND PARTICIPATING
EMPLOYEES ASSOCIATED WITH STOCK OPTIONS GRANTED UNDER THE 96 PLAN. THE U.S.
FEDERAL TAX LAWS MAY CHANGE AND THE U.S. FEDERAL, STATE AND LOCAL TAX
CONSEQUENCES FOR ANY OPTIONEE WILL DEPEND UPON HIS OR HER INDIVIDUAL
CIRCUMSTANCES. EACH PARTICIPATING EMPLOYEE HAS BEEN AND IS ENCOURAGED TO SEEK
THE ADVICE OF A QUALIFIED TAX ADVISOR REGARDING THE TAX CONSEQUENCES OF
PARTICIPATION IN THE 96 PLAN.

Tax Treatment of the Optionee

Incentive Stock Options. An optionee will recognize no income upon grant of
an ISO and will incur no tax upon exercise of an ISO unless the optionee is
subject to the alternative minimum tax. If the optionee holds the shares
purchased upon exercise of the ISO (the "ISO Shares") for more than one year
after the date the option was exercised and for more than two years after the
option grant date, the optionee generally will realize long-term capital gain or
loss (rather than ordinary income or loss) upon disposition of the ISO Shares.
This gain or loss will be equal to the difference between the amount realized
upon such disposition and the amount paid for the ISO Shares.

If the optionee disposes of ISO Shares prior to the expiration of either
required holding period (a "disqualifying disposition"), then gain realized upon
such disposition, up to the difference between the option exercise price and the
fair market value of the ISO Shares on the date of exercise (or, if less, the
amount realized on a sale of such ISO Shares), will be treated as ordinary
income. Any additional gain will be capital gain, depending upon the amount of
time the ISO Shares were held by the optionee.

Alternative Minimum Tax. The difference between the exercise price and fair
market value of the ISO Shares on the date of exercise is an adjustment to
income for purposes of the alternative minimum tax ("AMT"). The AMT (imposed to
the extent it exceeds the taxpayer's regular tax) is currently 26% of an
individual taxpayer's alternative minimum taxable income (28% percent in the
case of alternative minimum taxable income in excess of $175,000). Alternative
minimum taxable income is determined by adjusting regular taxable income for
certain items, increasing that income by certain tax preference items and
reducing this amount by the applicable exemption amount ($45,000 in the case of
a joint return, subject to reduction under certain circumstances). If a
disqualifying disposition of the ISO Shares occurs in the same calendar year as
exercise of the ISO, there is no AMT adjustment with respect to those ISO
Shares. Also, upon a sale of ISO Shares that is not a disqualifying disposition,
alternative minimum taxable income is reduced in the year of sale by the excess
of the fair market value of the ISO Shares at exercise over the amount paid for
the ISO Shares.

Nonqualified Stock Options. An optionee will not recognize any taxable
income at the time a NQSO is granted. However, upon exercise of a NQSO, the
optionee must include in income as compensation an amount equal to the
difference between the fair market value of the shares on the date of exercise
and the optionee's purchase price. The included amount must be treated as
ordinary income by the optionee and may be subject to income tax withholding by
Symantec (either by payment in cash or withholding out of the

25
<PAGE> 31

optionee's salary). Upon resale of the shares by the optionee, any subsequent
appreciation or depreciation in the value of the shares will be treated as
long-term or short-term capital gain or loss.

Estimated Taxes. Estimated tax payments may be due on amounts an optionee
includes in income if the income recognition event occurs before the last month
of his or her taxable year and no other exceptions to the underpayment of
estimated tax penalties applies. Generally, estimated taxes must be paid with
respect to regular and alternative minimum tax liabilities if the amount of a
taxpayer's withheld taxes together with any estimated taxes is less than 90
percent of that taxpayer's total regular or alternative minimum tax liability
for the year, unless an exception applies.

Maximum Tax Rates. The maximum rate applicable to ordinary income is 39.6%.
Long-term capital gain on stock held for more than twelve months will be taxed
at a maximum rate of 20%. Capital gains will continue to be offset by capital
losses and up to $3,000 of capital losses may be offset annually against
ordinary income.

Tax Treatment of Symantec. Symantec will be entitled to a deduction in
connection with the exercise of a NQSO by a domestic employee or other person to
the extent that the optionee recognizes ordinary income. Symantec will be
entitled to a deduction in connection with the disposition of shares acquired
under an ISO only to the extent that the optionee recognizes ordinary income on
a disqualifying disposition of the ISO Shares.

ERISA Information. The 96 Plan is not subject to any of the provisions of
the Employee Retirement Income Security Act of 1974, as amended ("ERISA".)

Benefits to Certain Persons

Because awards to employees under the 96 Plan will vary depending on the
timing of participants' exercise decisions and on the fair market value of
Symantec's Common Stock at various future dates, it is not possible to determine
exactly what benefits might be received by Symantec's directors, executive
officers and other employees under the 96 Plan.

The following table summarizes the benefits that were received by various
persons under the 96 Plan in the fiscal year ending March 30, 2000:

1996 PLAN

<TABLE>
<CAPTION>
NUMBER OF
SHARES EXERCISE PRICE
--------- ---------------
<S> <C> <C>
John Thompson............................................... 1,020,000 *
Gordon E. Eubanks, Jr....................................... -- --
Dana Siebert................................................ 50,000 *
Dieter Giesbrecht........................................... 35,000 *
Greg Myers.................................................. 65,000 *
Derek Witte................................................. 50,000 *
Current Executive Group (nine persons)...................... 1,519,000 *
Non-executive director group (ten persons).................. 100,000 *
Non-executive officer employee group........................ 4,343,592 *
</TABLE>

---------------
* The exercise price of the options granted under the 1996 Plan is the fair
market value of Symantec Common Stock on the date such options are granted.

THE BOARD RECOMMENDS A VOTE "FOR" APPROVAL OF THE AMENDMENT
TO THE 1996 EQUITY INCENTIVE PLAN

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<PAGE> 32

PROPOSAL NO. 3 -- APPROVAL OF SYMANTEC'S 2000 DIRECTOR EQUITY INCENTIVE PLAN

At the Symantec Stockholders meeting, Symantec Stockholders and holders of
Exchangeable Shares will be asked to consider and vote upon a proposal to
approve Symantec's 2000 Director Equity Incentive Plan ("the Director Plan"), a
copy of which is attached hereto as Annex B. The Director Plan will make
available for issuance to Directors of the Company 25,000 shares of Symantec
Common Stock.

The Board believes that approval of the Director Plan is in the best
interest of Symantec. The purpose of the Director Plan is to provide members of
the Board with an opportunity to receive all or a portion of the retainer
payable to each Director for serving as a member of the Board in the form of
Common Stock of the Company. The amount of the retainer payable to members of
the Board is currently set at $25,000 per year.

Summary of the 2000 Directors Equity Incentive Plan

The following summary of the principal provisions of the Director Plan
proposed for approval is qualified in its entirety by reference to the full text
of the Director Plan, which is included as Annex B hereto.

General. The Director Plan was adopted by Symantec's Board of Directors on
July 20, 2000. The purpose of the Director Plan is to provide members of the
Board of Directors with an opportunity to receive all or a portion of the
retainer payable to each Director in Common Stock and thus provide Directors of
Symantec with a means to acquire an equity interest in Symantec and incentives
based on increases in the value of Symantec's Common Stock.

Administration. The Director Plan permits either the Board of Directors or
a committee appointed by the Board to administer the Director Plan (in either
case, the "Administrator"). The Administrator has the authority to construe and
interpret the Director Plan and the Administrator will ratify and approve all
stock to Directors under the Director Plan.

Issuance of Stock. The Director Plan provides that each Director may elect
to receive up to all of the annual retainer in the form of Stock. Assuming the
Stockholders of the Company approve the Director Plan, not less than 50% of the
annual retainer will be paid in the form of an award of unrestricted,
fully-vested shares of Symantec Common Stock (the "Stock"). At the first meeting
of the Board held after Stockholder approval of the Director Plan, and
thereafter annually before the first meeting of the Board held in each fiscal
year beginning in fiscal year 2002 (the "First Meeting"), each Director is
required to specify the percentage, from 50% to 100%, of the retainer that is to
be paid in Stock. If no election is made by a Director, the Director is deemed
to have elected to receive 50% of the retainer in the form of Stock. The number
of shares of Stock to be issued annually to each Director will equal the portion
of the retainer for each year which a Director elects to be paid in Stock,
divided by the closing price of the Symantec Common Stock on the Nasdaq National
Market on the day immediately preceding the First Meeting.

Stock Reserved for Issuance. The Stock reserved for issuance under the
Director Plan consists of shares of Symantec Common Stock authorized, but
unissued. The aggregate number of shares of Stock that may be issued under the
Director Plan is 25,000.

Amendment and Termination of the Director Plan. The Board may amend, alter,
suspend or discontinue the Director Plan at any time; provided, that no
amendment which increases the number of shares of Stock issuable under the
Director Plan shall be effective unless and until such increase is approved by
the Stockholders of the Company.

Federal Income Tax Information

THE FOLLOWING IS A GENERAL SUMMARY AS OF THE DATE OF THIS PROXY STATEMENT
OF THE U.S. FEDERAL INCOME TAX CONSEQUENCES TO DIRECTORS ASSOCIATED WITH STOCK
ISSUED UNDER THE DIRECTOR PLAN.

A Director will recognize taxable income at the time Stock is issued under
the Director Plan equal to the fair market value of the Stock issued to the
Director. This amount must be treated as ordinary income and may be subject to
income tax withholding by Symantec. Upon resale of the shares by a Director, any

27
<PAGE> 33

subsequent appreciation or depreciation in the value of the Stock will be
treated as long-term or short-term capital gain or loss.

Benefits to Certain Persons. Because the amount of Stock issued to
Directors under the Director Plan will depend on the portion of the retainer
each Director elects to have paid in the form of Stock and on the fair market
value of Symantec's Common Stock at future dates, it is not possible to
determine exactly what benefits might be received by Symantec's Directors under
the Director Plan. The following table summarizes the benefits that would be
received by Directors under the Director Plan in the fiscal year ending March
30, 2001, assuming each Director elects to have all of the retainer paid in
Stock using the Company's closing Common Stock price on June 30, 2000 of
$53.9375.

DIRECTOR PLAN

<TABLE>
<CAPTION>
NUMBER OF
SHARES
---------
<S> <C>
Tania Amochaev.................................... 463
Chuck Boesenberg.................................. 463
Per-Kristian Halvorsen............................ 463
Robert S. Miller.................................. 463
Bill Owens........................................ 463
Daniel H. Schulman................................ 463
George Reyes...................................... 463
</TABLE>

THE BOARD RECOMMENDS A VOTE "FOR" APPROVAL OF
THE 2000 DIRECTOR EQUITY INCENTIVE PLAN.

PROPOSAL NO. 4 -- RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS

The Board has selected Ernst & Young LLP as its principal independent
auditors to perform the audit of Symantec's financial statements for fiscal
2001, and the stockholders are being asked to ratify such selection. Ernst &
Young LLP audited Symantec's financial statements for Symantec's fiscal years
ended March 31, 1989, 1990 and 1991, April 3, 1992, April 2, 1993, April 1,
1994, March 31, 1995, March 29, 1996, March 28, 1997, April 3, 1998, April 2,
1999, and March 31, 2000. Representatives of Ernst & Young LLP will be present
at the Symantec Stockholders Meeting and will be given an opportunity to make a
statement at the Symantec Stockholders Meeting if they desire to do so, and will
be available to respond to appropriate questions.

THE BOARD RECOMMENDS A VOTE "FOR"
THE RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16 of the Exchange Act requires Symantec's directors and officers,
and persons who own more than 10% of Symantec's Common Stock to file initial
reports of ownership and reports of changes in ownership with the SEC and the
Nasdaq National Market. Such persons are required by SEC regulation to furnish
Symantec with copies of all Section 16(a) forms that they file.

Based solely on its review of the copies of such forms furnished to
Symantec and written representation from the executive officers and directors,
Symantec believes that all Section 16(a) filing requirements were met in Fiscal
2000, except that due to administrative errors, that have since been thoroughly
evaluated and the related procedures revised, the following forms were not filed
in a timely manner: Walter Bregman's Form 4 for the month of April 1999, Carl
Carman's Form 4 for the month of April 1999, Christopher Calisi's Form 4 for the
month of October 1999, John W. Thompson's Form 4 for the month of December 1999,
and Stephen

28
<PAGE> 34

Cullen's Form 4 for the month of December 1999. A Form 5 was filed by Messrs.
Bregman, Calisi, Carman, Cullen, and Thompson in April 2000.

STOCKHOLDER PROPOSALS

Requirements for Stockholder Proposals to be Brought Before an Annual
Meeting. For stockholder proposals to be considered properly brought before an
annual meeting by a stockholder, the stockholder must have given timely notice
thereof in writing to the Secretary of the Company. To be timely for the 2001
Annual Meeting, a stockholder's notice must be delivered to or mailed and
received by the Secretary of the Company at the principal executive offices of
the Company, between May 23, 2001, and June 22, 2001. A stockholder's notice to
the Secretary must set forth as to each matter the stockholder proposes to bring
before the annual meeting (i) a brief description of the business desired to be
brought before the annual meeting and the reasons for conducting such business
at the annual meeting, (ii) the name and record address of the stockholder
proposing such business, (iii) the class and number of shares of the Company
which are beneficially owned by the stockholder, and (iv) any material interest
of the stockholder in such business.

Requirements for Stockholder Proposals to be Considered for Inclusion in
the Company's Proxy Materials. Stockholder proposals submitted pursuant to Rule
14a-8 under the Exchange Act and intended to be presented at the Company's 2000
Annual Meeting of Stockholders must be received by the Company not later than
March 30, 2001, in order to be considered for inclusion in the Company's proxy
materials for that meeting.

OTHER BUSINESS

The Board does not presently intend to bring any other business before the
Symantec Stockholders Meeting and, so far as is known to the Board, no matters
are to be brought before the Symantec Stockholders Meeting except as specified
in the notice of the Symantec Stockholders Meeting. As to any business that may
properly come before the Symantec Stockholders Meeting, however, it is intended
that proxies, in the form enclosed, will be voted in respect thereof in
accordance with the judgment of the persons voting such proxies.

AVAILABLE INFORMATION

Symantec is subject to the informational requirements of the Exchange Act
and in accordance therewith files reports, proxy and information statements, and
other information with the Commission. Such reports, proxy and information
statements, and other information filed by Symantec can be inspected and copies
at the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Washington, D.C., as well as the regional offices of the
Commission located at Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois, and Seven World Trade Center, Suite 1300, New York, New York.
Copies of such materials can be obtained from the Public Reference Section of
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. Symantec's Common Stock is listed on the Nasdaq National Market. Reports
and other information concerning Symantec are available for inspection at the
National Association of Securities Dealers, Inc. at 9513 Key West Avenue,
Rockville, Maryland 20850. The Commission maintains a World Wide Web site that
contains reports, proxy and information statements, and other information filed
through the Commission's Electronic Data Gathering, Analysis and Retrieval
System. This Web site can be accessed at http://www.sec.gov.

By Order of the Board of Directors

Signature

Derek P. Witte
Senior Vice President,
Worldwide Operations and Secretary

29
<PAGE> 35

ANNEX A

SYMANTEC CORPORATION
1996 EQUITY INCENTIVE PLAN
(AS PROPOSED TO BE AMENDED)

1. Purpose. The purpose of this Plan is to provide incentives to attract,
retain and motivate eligible persons whose present and potential contributions
are important to the success of the Company, its Parent, Subsidiaries and
Affiliates, by offering them an opportunity to participate in the Company's
future performance through awards of Options. Capitalized terms not defined in
the text are defined in Section 22.

2. Shares Subject to the Plan.

2.1 Number of Shares Available. Subject to Sections 2.2 and 17, the total
number of Shares reserved and available for grant and issuance pursuant to this
Plan will be 15,236,102 Shares. Subject to Sections 2.2 and 17, Shares that: (a)
are subject to issuance upon exercise of an Option but cease to be subject to
such Option for any reason other than exercise of such Option; (b) are subject
to an Award granted hereunder but are forfeited or are repurchased by the
Company at the original issue price; or (c) are subject to an Award that
otherwise terminates without Shares being issued; will again be available for
grant and issuance in connection with future Awards under this Plan. At all
times the Company shall reserve and keep available a sufficient number of Shares
as shall be required to satisfy the requirements of all outstanding Options
granted under this Plan and all other outstanding but unvested Awards granted
under this Plan.

2.2 Adjustment of Shares. In the event that the number of outstanding
Shares is changed by a stock dividend, recapitalization, stock split, reverse
stock split, subdivision, combination, reclassification or similar change in the
capital structure of the Company without consideration, then (a) the number of
Shares reserved for issuance under this Plan, (b) the Exercise Prices of and
number of Shares subject to outstanding Options, and (c) the number of Shares
subject to other outstanding Awards will be proportionately adjusted, subject to
any required action by the Board or the stockholders of the Company and
compliance with applicable securities laws; provided, however, that fractions of
a Share will not be issued but will either be replaced by a cash payment equal
to the Fair Market Value of such fraction of a Share or will be rounded up to
the nearest whole Share, as determined by the Committee.

3. Eligibility. ISOs (as defined in Section 5 below) may be granted only
to employees (including officers and directors who are also employees) of the
Company or of a Parent or Subsidiary of the Company. All other Awards may be
granted to employees, officers, directors, consultants, independent contractors
and advisors of the Company or any Parent, Subsidiary or Affiliate of the
Company; provided such consultants, contractors and advisors render bona fide
services not in connection with the offer and sale of securities in a
capital-raising transaction; and provided further, that unless otherwise
determined by the Board, non-employee directors shall receive options only
pursuant to the formula award provisions set forth in Section 6. No person will
be eligible to receive more than 500,000 Shares in any calendar year under this
Plan pursuant to the grant of Awards hereunder, other than new employees of the
Company or of a Parent, Subsidiary or Affiliate of the Company (including new
employees who are also officers and directors of the Company or any Parent,
Subsidiary or Affiliate of the Company) who are eligible to receive up to a
maximum of 800,000 Shares in the calendar year in which they commence their
employment. A person may be granted more than one Award under this Plan.

4. Administration.

4.1 Committee Authority. This Plan will be administered by the Committee
or by the Board acting as the Committee. Subject to the general purposes, terms
and conditions of this Plan, and to the direction of the Board, except as
provided in Section 6, the Committee will have full power to implement and carry
out this Plan. Without limitation, the Committee will have the authority to:

(a) construe and interpret this Plan, any Award Agreement and any
other agreement or document executed pursuant to this Plan;

(b) prescribe, amend and rescind rules and regulations relating to
this Plan;
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(d) determine the form and terms of Awards;

(e) determine the number of Shares or other consideration subject to
Awards;

(f) determine whether Awards will be granted singly, in combination
with, in tandem with, in replacement of, or as alternatives to, other
Awards under this Plan or any other incentive or compensation plan of the
Company or any Parent, Subsidiary or Affiliate of the Company;

(g) grant waivers of Plan or Award conditions;

(h) determine the vesting, exercisability and payment of Awards;

(i) correct any defect, supply any omission or reconcile any
inconsistency in this Plan, any Award or any Award Agreement;

(j) amend any option agreements executed in connection with this Plan;

(k) determine whether an Award has been earned; and

(l) make all other determinations necessary or advisable for the
administration of this Plan.

4.2 Committee Discretion. Any determination made by the Committee with
respect to any Award will be made in its sole discretion at the time of grant of
the Award or, unless in contravention of any express term of this Plan or Award,
at any later time, and such determination will be final and binding on the
Company and on all persons having an interest in any Award under this Plan. The
Committee may delegate to one or more officers of the Company the authority to
grant an Award under this Plan to Participants who are not Insiders of the
Company.

4.3 Section 162(m) Requirements. If two or more members of the Board are
Outside Directors, the Committee will be comprised of at least two (2) members
of the Board, all of whom are Outside Directors.

5. Options. The Committee may grant Options to eligible persons and will
determine whether such Options will be Incentive Stock Options within the
meaning of the Code ("ISOs") or Nonqualified Stock Options ("NQSOs"), the number
of Shares subject to the Option, the Exercise Price of the Option, the period
during which the Option may be exercised, and all other terms and conditions of
the Option, subject to the following:

5.1 Form of Option Grant. Each Option granted under this Plan will be
evidenced by an Award Agreement which will expressly identify the Option as an
ISO or an NQSO ("Stock Option Agreement"), and will be in such form and contain
such provisions (which need not be the same for each Participant) as the
Committee may from time to time approve, and which will comply with and be
subject to the terms and conditions of this Plan.

5.2 Date of Grant. The date of grant of an Option will be the date on
which the Committee makes the determination to grant such Option, unless
otherwise specified by the Committee. The Stock Option Agreement and a copy of
this Plan will be delivered to the Participant within a reasonable time after
the granting of the Option.

5.3 Exercise Period. Options will be exercisable within the times or upon
the events determined by the Committee as set forth in the Stock Option
Agreement governing such Option; provided, however, that no Option will be
exercisable after the expiration of ten (10) years from the date the Option is
granted; and provided further that no ISO granted to a person who directly or by
attribution owns more than ten percent (10%) of the total combined voting power
of all classes of stock of the Company or of any Parent or Subsidiary of the
Company ("Ten Percent Stockholder") will be exercisable after the expiration of
five (5) years from the date the ISO is granted. The Committee also may provide
for the exercise of Options to become exercisable at one time or from time to
time, periodically or otherwise, in such number of Shares or percentage of
Shares as the Committee determines.

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5.4 Exercise Price. The Exercise Price of an Option will be determined by
the Committee when the Option is granted and may be not less than 100% of the
Fair Market Value of the Shares on the date of grant; provided that the Exercise
Price of any ISO granted to a Ten Percent Stockholder will not be less than 110%
of the Fair Market Value of the Shares on the date of grant. Payment for the
Shares purchased may be made in accordance with Section 7 of this Plan.

5.5 Method of Exercise. Options may be exercised only by delivery to the
Company of a written stock option exercise agreement (the "Exercise Agreement")
in a form approved by the Committee (which need not be the same for each
Participant), stating the number of Shares being purchased, the restrictions
imposed on the Shares purchased under such Exercise Agreement, if any, and such
representations and agreements regarding Participant's investment intent and
access to information and other matters, if any, as may be required or desirable
by the Company to comply with applicable securities laws, together with payment
in full of the Exercise Price for the number of Shares being purchased.

5.6 Termination. Notwithstanding the exercise periods set forth in the
Stock Option Agreement, exercise of an Option will always be subject to the
following:

(a) If the Participant is Terminated for any reason except death or
Disability, then the Participant may exercise such Participant's Options
only to the extent that such Options would have been exercisable upon the
Termination Date no later than three (3) months after the Termination Date
(or such shorter or longer time period not exceeding five (5) years as may
be determined by the Committee, with any exercise beyond three (3) months
after the Termination Date deemed to be an NQSO), but in any event, no
later than the expiration date of the Options; provided however, that
options granted to non-employee directors pursuant to Section 6 shall
remain exercisable for a period of seven (7) months following the
non-employee director's termination as a director or consultant of the
Company or any Affiliate.

(b) If the Participant is Terminated because of Participant's death or
Disability (or the Participant dies within three (3) months after a
Termination other than because of Participant's death or disability), then
Participant's Options may be exercised only to the extent that such Options
would have been exercisable by Participant on the Termination Date and must
be exercised by Participant (or Participant's legal representative or
authorized assignee) no later than twelve (12) months after the Termination
Date (or such shorter or longer time period not exceeding five (5) years as
may be determined by the Committee, with any such exercise beyond (a) three
(3) months after the Termination Date when the Termination is for any
reason other than the Participant's death or Disability, or (b) twelve (12)
months after the Termination Date when the Termination is for Participant's
death or Disability, deemed to be an NQSO), but in any event no later than
the expiration date of the Options.

(c) Notwithstanding anything to the contrary herein, if the
Participant is Terminated because of the Participant's actual or alleged
commitment of a criminal act or an intentional tort and the Company (or an
employee of the Company) is the victim or object of such criminal act or
intentional tort or such criminal act or intentional tort results, in the
reasonable opinion of the Company, in liability, loss, damage or injury to
the Company, then, at the Company's election, Participant's Options shall
not be exercisable and shall expire upon the Participant's Termination
Date. Termination by the Company based on a Participant's alleged
commitment of a criminal act or an intentional tort shall be based on a
reasonable investigation of the facts and a determination by the Company
that a preponderance of the evidence discovered in such investigation
indicates that such Participant is guilty of such criminal act or
intentional tort.

5.7 Limitations on Exercise. The Committee may specify a reasonable
minimum number of Shares that may be purchased on any exercise of an Option,
provided that such minimum number will not prevent Participant from exercising
the Option for the full number of Shares for which it is then exercisable.

5.8 Limitations on ISOs. The aggregate Fair Market Value (determined as of
the date of grant) of Shares with respect to which ISOs are exercisable for the
first time by a Participant during any calendar year (under this Plan or under
any other incentive stock option plan of the Company or any Affiliate, Parent or
Subsidiary of the Company) will not exceed $100,000. If the Fair Market Value of
Shares on the date of grant

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with respect to which ISOs are exercisable for the first time by a Participant
during any calendar year exceeds $100,000, then the Options for the first
$100,000 worth of Shares to become exercisable in such calendar year will be
ISOs and the Options for the amount in excess of $100,000 that become
exercisable in that calendar year will be NQSOs. In the event that the Code or
the regulations promulgated thereunder are amended after the Effective Date of
this Plan to provide for a different limit on the Fair Market Value of Shares
permitted to be subject to ISOs, such different limit will be automatically
incorporated herein and will apply to any Options granted after the effective
date of such amendment.

5.9 Modification, Extension or Renewal. The Committee may modify, extend
or renew outstanding Options and authorize the grant of new Options in
substitution therefor, provided that any such action may not, without the
written consent of a Participant, impair any of such Participant's rights under
any Option previously granted. Any outstanding ISO that is modified, extended,
renewed or otherwise altered will be treated in accordance with Section 424(h)
of the Code.

5.10 No Disqualification. Notwithstanding any other provision in this
Plan, no term of this Plan relating to ISOs will be interpreted, amended or
altered, nor will any discretion or authority granted under this Plan be
exercised, so as to disqualify this Plan under Section 422 of the Code or,
without the consent of the Participant affected, to disqualify any ISO under
Section 422 of the Code.

6. Formula for Non-Employee Director Option Grants and Vesting.

6.1 Grant of Formula Option. Options shall be granted to non-employee
directors of the Company or any Affiliate ("non-employee directors") during the
term of this Plan as follows: (i) to the extent that a stock option has not
already been granted to a non-employee director during the fiscal year of the
Company in which such director becomes a director, a NQSO to purchase 20,000
shares will automatically be granted to such director upon such director's
joining the Board, (ii) a NQSO to purchase 10,000 shares will be granted to each
non-employee director, other than a non-employee director acting as the Chairman
of the Board at the first Board meeting following the first day of each fiscal
year of the Company, provided that no such grant shall be made to a director
within six months of the initial grant to such director, and (iii) a NQSO to
purchase 20,000 shares will be granted each year to the non-employee director
acting as the Chairman of the Board at the first Board meeting following the
first day of each fiscal year of the Company, provided, that no such grant shall
be made to a director within six months of the initial grant to such director.
Only non-employee directors who are neither an employee of the Company nor the
holder of more than one percent of the Shares or a representative of any such
stockholder shall be eligible for a formula option grant.

6.2 Exercise Period For Formula Options. A non-employee director may
exercise a granted option in whole or in part for any Vested Shares, as
determined in accordance with Section 6.3 hereof; provided, however, that the
option shall expire and terminate on the tenth anniversary of the date of grant,
or earlier in accordance with the provisions of this Plan.

6.3 Vesting of Formula Options. Twenty-five percent (25%) of the Shares
shall vest on the First Vesting Date, as specified in the Stock Option Grant,
with the remaining Shares vesting at the rate of 2.0833% of the total Shares per
month over the subsequent three years (each a "Succeeding Vesting Date")
provided that the non-employee director provides services to the Company or a
Parent, Subsidiary or Affiliate of the Company on the First Vesting Date and on
each Succeeding Vesting Date thereafter. Shares that are vested pursuant to the
vesting schedule set forth in this Section 6.3 are "Vested Shares" and are
exercisable hereunder.

7. Payment for Share Purchases.

7.1 Payment. Payment for Shares purchased pursuant to this Plan may be
made in cash (by check) or, where expressly approved for the Participant by the
Committee and where permitted by law:

(a) by cancellation of indebtedness of the Company to the Participant;

(b) by surrender of shares that either: (1) have been owned by
Participant for more than six (6) months and have been paid for within the
meaning of SEC Rule 144 (and, if such shares were

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<PAGE> 39

purchased from the Company by use of a promissory note, such note has been
fully paid with respect to such shares); or (2) were obtained by
Participant in the public market;

(c) by tender of a full recourse promissory note having such terms as
may be approved by the Committee and bearing interest at a rate sufficient
to avoid imputation of income under Sections 483 and 1274 of the Code;
provided, however, that Participants who are not employees or directors of
the Company will not be entitled to purchase Shares with a promissory note
unless the note is adequately secured by collateral other than the Shares;
provided, further, that the portion of the Purchase Price equal to the par
value of the Shares, if any, must be paid in cash;

(d) by waiver of compensation due or accrued to the Participant for
services rendered; provided, further, that the portion of the Purchase
Price equal to the par value of the Shares, if any, must be paid in cash;

(e) with respect only to purchases upon exercise of an Option, and
provided that a public market for the Company's stock exists:

(1) through a "same day sale" commitment from the Participant and a
broker-dealer that is a member of the National Association of Securities
Dealers (an "NASD Dealer") whereby the Participant irrevocably elects to
exercise the Option and to sell a portion of the Shares so purchased to
pay for the Exercise Price, and whereby the NASD Dealer irrevocably
commits upon receipt of such Shares to forward the Exercise Price
directly to the Company; or

(2) through a "margin" commitment from the Participant and an NASD
Dealer whereby the Participant irrevocably elects to exercise the Option
and to pledge the Shares so purchased to the NASD Dealer in a margin
account as security for a loan from the NASD Dealer in the amount of the
Exercise Price, and whereby the NASD Dealer irrevocably commits upon
receipt of such Shares to forward the Exercise Price directly to the
Company; or

(f) by any combination of the foregoing.

7.2 Loan Guarantees. The Committee may help the Participant pay for Shares
purchased under this Plan by authorizing a guarantee by the Company of a
third-party loan to the Participant, provided the Company has full recourse to
the Participant relative to the guarantee.

8. Withholding Taxes.

8.1 Withholding Generally. Whenever Shares are to be issued in
satisfaction of Awards granted under this Plan, the Company may require the
Participant to remit to the Company an amount sufficient to satisfy federal,
state and local withholding tax requirements prior to the delivery of any
certificate or certificates for such Shares. Whenever, under this Plan, payments
in satisfaction of Awards are to be made in cash, such payment will be net of an
amount sufficient to satisfy federal, state, and local withholding tax
requirements.

8.2 Stock Withholding. When, under applicable tax laws, a Participant
incurs tax liability in connection with the exercise or vesting of any Award
that is subject to tax withholding and the Participant is obligated to pay the
Company the amount required to be withheld, the Committee may allow the
Participant to satisfy the minimum withholding tax obligation by electing to
have the Company withhold from the Shares to be issued that number of Shares
having a Fair Market Value equal to the minimum amount required to be withheld,
determined on the date that the amount of tax to be withheld is to be determined
(the "Tax Date"). All elections by a Participant to have Shares withheld for
this purpose will be made in writing in a form acceptable to the Committee.

9. Privileges of Stock Ownership.

9.1 Voting and Dividends. No Participant will have any of the rights of a
stockholder with respect to any Shares until the Shares are issued to the
Participant. After Shares are issued to the Participant, the Participant will be
a stockholder and have all the rights of a stockholder with respect to such
Shares, including the right to vote and receive all dividends or other
distributions made or paid with respect to such Shares; provided, that if such
Shares are restricted stock, then any new, additional or different securities
the
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Participant may become entitled to receive with respect to such Shares by virtue
of a stock dividend, stock split or any other change in the corporate or capital
structure of the Company will be subject to the same restrictions as the
restricted stock; provided, further, that the Participant will have no right to
retain such stock dividends or stock distributions with respect to Shares that
are repurchased at the Participant's original Purchase Price pursuant to Section
11.

9.2 Financial Statements. The Company will provide financial statements to
each Participant prior to such Participant's purchase of Shares under this Plan,
and to each Participant annually during the period such Participant has Awards
outstanding; provided, however, the Company will not be required to provide such
financial statements to Participants whose services in connection with the
Company assure them access to equivalent information.

10. Transferability. Awards granted under this Plan, and any interest
therein, will not be transferable or assignable by Participant, and may not be
made subject to execution, attachment or similar process, otherwise than by will
or by the laws of descent and distribution or as consistent with the specific
Plan and Award Agreement provisions relating thereto. During the lifetime of the
Participant an Award will be exercisable only by the Participant, and any
elections with respect to an Award, may be made only by the Participant.

11. Restrictions on Shares. At the discretion of the Committee, the Company
may reserve to itself and/or its assignee(s) in the Award Agreement a right to
repurchase a portion of or all Shares that are not vested held by a Participant
following such Participant's Termination at any time within ninety (90) days
after the later of Participant's Termination Date and the date Participant
purchases Shares under this Plan, for cash and/or cancellation of purchase money
indebtedness, at the Participant's original Purchase Price.

12. Certificates. All certificates for Shares or other securities delivered
under this Plan will be subject to such stock transfer orders, legends and other
restrictions as the Committee may deem necessary or advisable, including
restrictions under any applicable federal, state or foreign securities law, or
any rules, regulations and other requirements of the SEC or any stock exchange
or automated quotation system upon which the Shares may be listed or quoted.

13. Escrow; Pledge of Shares. To enforce any restrictions on a
Participant's Shares, the Committee may require the Participant to deposit all
certificates representing Shares, together with stock powers or other
instruments of transfer approved by the Committee, appropriately endorsed in
blank, with the Company or an agent designated by the Company to hold in escrow
until such restrictions have lapsed or terminated, and the Committee may cause a
legend or legends referencing such restrictions to be placed on the
certificates. Any Participant who is permitted to execute a promissory note as
partial or full consideration for the purchase of Shares under this Plan will be
required to pledge and deposit with the Company all or part of the Shares so
purchased as collateral to secure the payment of Participant's obligation to the
Company under the promissory note; provided, however, that the Committee may
require or accept other or additional forms of collateral to secure the payment
of such obligation and, in any event, the Company will have full recourse
against the Participant under the promissory note notwithstanding any pledge of
the Participant's Shares or other collateral. In connection with any pledge of
the Shares, Participant will be required to execute and deliver a written pledge
agreement in such form as the Committee will from time to time approve. The
Shares purchased with the promissory note may be released from the pledge on a
pro rata basis as the promissory note is paid.

14. Exchange and Buyout of Awards. The Committee may, at any time or from
time to time, authorize the Company, with the consent of the respective
Participants, to issue new Awards in exchange for the surrender and cancellation
of any or all outstanding Awards. The Committee may at any time buy from a
Participant an Award previously granted with payment in cash, Shares (including
restricted stock) or other consideration, based on such terms and conditions as
the Committee and the Participant may agree.

15. Securities Law and Other Regulatory Compliance. An Award will not be
effective unless such Award is in compliance with all applicable federal and
state securities laws, rules and regulations of any governmental body, and the
requirements of any stock exchange or automated quotation system upon which the
Shares may then be listed or quoted, as they are in effect on the date of grant
of the Award and also on the

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date of exercise or other issuance. Notwithstanding any other provision in this
Plan, the Company will have no obligation to issue or deliver certificates for
Shares under this Plan prior to: (a) obtaining any approvals from governmental
agencies that the Company determines are necessary or advisable; and/or (b)
completion of any registration or other qualification of such Shares under any
state or federal law or ruling of any governmental body that the Company
determines to be necessary or advisable. The Company will be under no obligation
to register the Shares with the SEC or to effect compliance with the
registration, qualification or listing requirements of any state securities
laws, stock exchange or automated quotation system, and the Company will have no
liability for any inability or failure to do so.

16. No Obligation to Employ. Nothing in this Plan or any Award granted
under this Plan will confer or be deemed to confer on any Participant any right
to continue in the employ of, or to continue any other relationship with, the
Company or any Parent, Subsidiary or Affiliate of the Company or limit in any
way the right of the Company or any Parent, Subsidiary or Affiliate of the
Company to terminate Participant's employment or other relationship at any time,
with or without cause.

17. Corporate Transactions.

17.1 Assumption or Replacement of Awards by Successor. In the event of (a)
a dissolution or liquidation of the Company, (b) a merger or consolidation in
which the Company is not the surviving corporation (other than a merger or
consolidation with a wholly-owned subsidiary, a reincorporation of the Company
in a different jurisdiction, or other transaction in which there is no
substantial change in the stockholders of the Company or their relative stock
holdings and the Awards granted under this Plan are assumed, converted or
replaced by the successor corporation, which assumption will be binding on all
Participants), (c) a merger in which the Company is the surviving corporation
but after which the stockholders of the Company (other than any stockholder
which merges (or which owns or controls another corporation which merges) with
the Company in such merger) cease to own their shares or other equity interests
in the Company, (d) the sale of substantially all of the assets of the Company,
or (e) any other transaction which qualifies as a "corporate transaction" under
Section 424(a) of the Code wherein the stockholders of the Company give up all
of their equity interest in the Company (except for the acquisition, sale or
transfer of all or substantially all of the outstanding shares of the Company
from or by the stockholders of the Company), any or all outstanding Awards may
be assumed, converted or replaced by the successor corporation (if any), which
assumption, conversion or replacement will be binding on all Participants, or
the successor corporation may substitute equivalent Awards or provide
substantially similar consideration to Participants as was provided to
stockholders (after taking into account the existing provisions of the Awards);
provided that all formula option grants, pursuant to Section 6, shall accelerate
and be fully vested upon such merger, consolidation or corporate transaction. In
the event such successor corporation (if any) fails to assume or substitute
Options pursuant to a transaction described in this Subsection 17.1, all Options
will expire on such transaction at such time and on such conditions as the Board
shall determine.

17.2 Other Treatment of Awards. Subject to any greater rights granted to
Participants under the foregoing provisions of this Section 17, in the event of
the occurrence of any transaction described in Section 17.1, any outstanding
Awards will be treated as provided in the applicable agreement or plan of
merger, consolidation, dissolution, liquidation, sale of assets or other
"corporate transaction."

17.3 Assumption of Awards by the Company. The Company, from time to time,
also may substitute or assume outstanding awards granted by another company,
whether in connection with an acquisition of such other company or otherwise, by
either; (a) granting an Award under this Plan in substitution of such other
company's award; or (b) assuming such award as if it had been granted under this
Plan if the terms of such assumed award could be applied to an Award granted
under this Plan. Such substitution or assumption will be permissible if the
holder of the substituted or assumed award would have been eligible to be
granted an Award under this Plan if the other company had applied the rules of
this Plan to such grant. In the event the Company assumes an award granted by
another company, the terms and conditions of such award will remain unchanged
(except that the exercise price and the number and nature of Shares issuable
upon exercise of any such option will be adjusted appropriately pursuant to
Section 424(a) of the Code). In the event the Company

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elects to grant a new Option rather than assuming an existing option, such new
Option may be granted with a similarly adjusted Exercise Price.

18. Adoption and Stockholder Approval. This Plan will become effective on
the date that it is adopted by the Board (the "Effective Date"). This Plan shall
be approved by the stockholders of the Company (excluding Shares issued pursuant
to this Plan), consistent with applicable laws, within twelve (12) months before
or after the Effective Date. Upon the Effective Date, the Board may grant Awards
pursuant to this Plan; provided, however, that: (a) no Option may be exercised
prior to initial stockholder approval of this Plan; (b) no Option granted
pursuant to an increase in the number of Shares subject to this Plan approved by
the Board will be exercised prior to the time such increase has been approved by
the stockholders of the Company; and (c) in the event that stockholder approval
of this Plan or any amendment increasing the number of Shares subject to this
Plan is not obtained, all Awards granted hereunder will be canceled, any Shares
issued pursuant to any Award will be canceled, and any purchase of Shares
hereunder will be rescinded.

19. Term of Plan. Unless earlier terminated as provided herein, this Plan
will terminate ten (10) years from the date this Plan is adopted by the Board
or, if earlier, the date of stockholder approval.

20. Amendment or Termination of Plan. The Board may at any time terminate
or amend this Plan in any respect, including without limitation amendment of
Section 6 of this Plan; provided, however, that the Board will not, without the
approval of the stockholders of the Company, amend this Plan to increase the
number of shares that may be issued under this Plan, or change the designation
of employees or class of employees eligible for participation in this Plan.

21. Nonexclusivity of the Plan. Neither the adoption of this Plan by the
Board, the submission of this Plan to the stockholders of the Company for
approval, nor any provision of this Plan will be construed as creating any
limitations on the power of the Board to adopt such additional compensation
arrangements as it may deem desirable, including, without limitation, the
granting of stock options and bonuses otherwise than under this Plan, and such
arrangements may be either generally applicable or applicable only in specific
cases.

22. Definitions. As used in this Plan, the following terms will have the
following meanings:

"Affiliate" means any corporation that directly, or indirectly through
one or more intermediaries, controls or is controlled by, or is under
common control with, another corporation, where "control" (including the
terms "controlled by" and "under common control with") means the
possession, direct or indirect, of the power to cause the direction of the
management and policies of the corporation, whether through the ownership
of voting securities, by contract or otherwise.

"Award" means any award under this Plan, including any Option.

"Award Agreement" means, with respect to each Award, the signed
written agreement between the Company and the Participant setting forth the
terms and conditions of the Award.

"Board" means the Board of Directors of the Company.

"Code" means the Internal Revenue Code of 1986, as amended.

"Committee" means the committee appointed by the Board to administer
this Plan, or if no such committee is appointed, the Board.

"Company" means Symantec Corporation, a corporation organized under
the laws of the State of Delaware, or any successor corporation.

"Disability" means a disability, whether temporary or permanent,
partial or total, within the meaning of Section 22(e)(3) of the Code, as
determined by the Committee.

"Exercise Price" means the price at which a holder of an Option may
purchase the Shares issuable upon exercise of the Option.

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"Fair Market Value" means, as of any date, the value of a share of the
Company's Common Stock determined as follows:

(a) if such Common Stock is then quoted on the Nasdaq National
Market, its closing price on the Nasdaq National Market on the last
trading day prior to the date of determination as reported in The Wall
Street Journal;

(b) if such Common Stock is publicly traded and is then listed on a
national securities exchange, its closing price on the last trading day
prior to the date of determination on the principal national securities
exchange on which the Common Stock is listed or admitted to trading as
reported in The Wall Street Journal;

(c) if such Common Stock is publicly traded but is not quoted on
the Nasdaq National Market nor listed or admitted to trading on a
national securities exchange, the average of the closing bid and asked
prices on the last trading day prior to the date of determination as
reported in The Wall Street Journal; or

(d) if none of the foregoing is applicable, by the Committee in
good faith.

"Outside Director" shall mean a person who satisfies the requirements
of an "outside director" as set forth in regulations promulgated under
Section 162(m) of the Code.

"Option" means an award of an option to purchase Shares pursuant to
Section 5.

"Parent" means any corporation (other than the Company) in an unbroken
chain of corporations ending with the Company, if at the time of the
granting of an Award under this Plan, each of such corporations other than
the Company owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in such
chain.

"Participant" means a person who receives an Award under this Plan.

"Plan" means this Symantec Corporation 1996 Equity Incentive Plan, as
amended from time to time.

"Securities Act" means the Securities Act of 1933, as amended.

"Shares" means shares of the Company's Common Stock reserved for
issuance under this Plan, as adjusted pursuant to Sections 2 and 17, and
any successor security.

"Subsidiary" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if, at the time
of granting of the Award, each of the corporations other than the last
corporation in the unbroken chain owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.

"Termination" or "Terminated" means, for purposes of this Plan with
respect to a Participant, that the Participant has for any reason ceased to
provide services as an employee, director, consultant, independent
contractor or advisor to the Company or a Parent, Subsidiary or Affiliate
of the Company, except in the case of sick leave, military leave, or any
other leave of absence approved by the Committee, provided that such leave
is for a period of not more than ninety (90) days, or reinstatement upon
the expiration of such leave is guaranteed by contract or statute. The
Committee will have sole discretion to determine whether a Participant has
ceased to provide services and the effective date on which the Participant
ceased to provide services (the "Termination Date").

A-9
<PAGE> 44

ANNEX B

SYMANTEC CORPORATION'S PROPOSED
2000 DIRECTORS EQUITY INCENTIVE PLAN

1. PURPOSE

The purpose of this Symantec Corporation 2000 Directors Equity Incentive
Plan (the "Plan") is to provide members of the Board of Directors (the "Board")
of Symantec Corporation (the "Company") with an opportunity to receive Common
Stock of the Company for all or a portion of the retainer payable to each
Director of the Company (the "Retainer").

2. STOCK ISSUANCE

Subject to the approval of this Plan by the Stockholders of the Company,
not less than 50% of the Retainer payable to each Director of the Company,
currently set at $25,000 per year, shall be payable in the form of an award of
unrestricted, fully-vested shares of Common Stock of the Company (the "Stock").

3. ELECTION BY DIRECTORS

Each Director shall, at the first meeting of the Board held after
Stockholder approval of this Plan and thereafter before or at the first meeting
of the Board held in each fiscal year beginning with fiscal year 2002 (the
"First Meeting"), elect to receive up to all of the Retainer payable to such
Director in the form of Stock. Each Director shall specify what portion, from
50% to 100%, of the Retainer shall be paid to such Director in Stock; provided,
that if no election is made by a Director at the time of the First Meeting, such
Director shall be deemed to have elected to receive 50% of the Retainer in
Stock. Notice of the election shall be given to the corporate secretary.

4. AMOUNT OF STOCK

The number of shares of Stock to be issued each year to each Director
pursuant to this Plan shall be the portion of the Retainer for such year which
the Director has elected (or deemed to have elected) to be paid in Stock,
divided by the closing price of the Common Stock of the Company on the Nasdaq
National Market on the trading day immediately preceding the First Meeting.

5. NUMBER OF SHARES

The total number of shares reserved for issuance under the Plan shall be
25,000 shares of Common Stock.

6. ADMINISTRATION OF PLAN

This Plan shall be administered by the Board of Directors of the Company or
by a committee of at least two Board members to which administration of the Plan
is delegated by the Board (in either case, the "Administrator"). The
Administrator shall ratify and approve all awards of Stock to the Directors
pursuant to this Plan. All questions of interpretation, implementation, and
application of this Plan shall be determined by the Administrator. Such
determinations shall be final and binding on all persons.

7. AMENDMENT TO THE PLAN

The Board may at any time amend, alter, suspend or discontinue this Plan.
No amendment, alteration, suspension or discontinuance shall require shareholder
approval unless such amendment would increase the number of shares of Stock
issuable under this Plan.

B-1
<PAGE> 45

ANNEX C

CHARTER OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS

PURPOSE:

The Audit Committee is a standing committee of the Board of Directors (the
"Board") of Symantec Corporation (the "Company"). Its primary function is to
assist the Board in fulfilling its oversight responsibilities by reviewing the
financial information which will be provided to the shareholders and others, the
systems of internal controls which management and the Board have established,
and the audit process. Primary responsibility for the management of the
Company's financial reporting process and internal financial controls is vested
in senior management.

MEMBERSHIP:

The Audit Committee will be composed of at least three members of the
Board, each of whom shall be independent of the Company, its management, and its
subsidiaries. Members shall be considered independent if they have no
relationship to the Company that may interfere with the exercise of their
independence from the Company, its subsidiaries and management, nor have they
had such relationship in the past three years. Each of the members of the Audit
Committee shall be financially literate and at least one of whom shall have
accounting or related financial management expertise. Audit Committee members
shall all qualify as "outside" directors under the rules of the Nasdaq National
Market. Audit Committee members shall be free from any relationship that, in the
opinion of the Board, would interfere with the exercise of independent judgment
as an Audit Committee member. All members will be appointed by and serve at the
pleasure of the Board.

RESPONSIBILITIES:

In meeting its responsibilities, the Audit Committee is expected to:

1. Provide an open avenue of communication between the internal
auditors, the independent accountant, and the Board.

2. Instruct the independent auditors that the Audit Committee of the
Board is the auditor's client.

3. Recommend to the Board the independent accountants to be nominated,
approve the compensation of the independent accountant, and review and
approve the discharge of the independent accountants.

4. Review and concur in the appointment, replacement, reassignment, or
dismissal of the director of internal auditing.

5. Confirm and assure the independence of the internal auditor
reporting to the Chief Financial Officer and the independent accountant,
including a review of management consulting services and related fees
provided by the independent accountant.

6. Inquire of management, the director of internal auditing, and the
independent accountant about significant risks or exposures and assess the
steps management has taken to minimize such risk to the Company.

7. Consider, in consultation with the independent accountant and the
director of internal auditing, the audit scope and plan of the internal
auditors and the independent accountant.

8. Consider with management and the independent accountant the
rationale for employing audit firms other than the principal independent
accountant.

C-1
<PAGE> 46

9. Review with the director of internal auditing and the independent
accountant the coordination of audit effort to assure completeness of
coverage, reduction of redundant efforts, and the effective use of audit
resources.

10. Consider and review with the independent accountant and the
director of internal auditing:

- The adequacy of the Company's internal controls including computerized
information system controls and security.

- Any related significant findings and recommendations of the
independent accountant and internal auditing together with
management's responses thereto.

11. Review with management and the independent accountant at the
completion of the annual examination:

- The Company's annual financial statements and related footnotes.

- The independent accountant's audit of the financial statements and his
or her report thereon.

- Any significant changes required in the independent accountant's audit
plan.

- Any serious difficulties or disputes with management encountered
during the course of the audit.

- Other matters related to the conduct of the audit which are to be
communicated to the Audit Committee under generally accepted auditing
standards.

12. Consider and review with management and the director of internal
auditing:

- Significant findings during the year and management's responses
thereto.

- Any difficulties encountered in the course of their audits, including
any restrictions on the scope of their work or access to required
information.

- Any changes required in the planned scope of their audit plan.

- The internal auditing department budget and staffing.

- The internal auditing department charter.

- Internal auditing's compliance with The IIA's Standards for the
Professional Practice of Internal Auditing (Standards).

13. Review filings with the SEC and other published documents
containing the Company's financial statements and consider whether the
information contained in these documents is consistent with the information
contained in the financial statements.

14. Review with management and the independent accountant, the interim
financial report before it is filed with the SEC or other regulators to
determine that the independent auditors are satisfied with the disclosure
and content of the financial report.

15. Review policies and procedures with respect to officers' expense
accounts and perquisites, including their use of corporate assets, and
consider the results of any review of these areas by the internal auditor
or the independent accountant.

16. Review with the director of internal auditing and the independent
accountant the results of their review of the Company's monitoring
compliance with the Company's code of conduct.

17. Review legal and regulatory matters that may have a material
impact on the financial statements, related Company compliance policies,
and programs and reports received from regulators.

18. Meet with the director of internal auditing, the independent
accountant, and management in separate executive sessions to discuss any
matters that the Audit Committee or these groups believe should be
discussed privately with the Audit Committee.

C-2
<PAGE> 47

19. The Audit Committee shall have the power to conduct or authorize
investigations into any matters within the Committee's scope of
responsibilities. The Committee shall be empowered to retain independent
counsel, accountants, or others to assist it in the conduct of any
investigation.

20. The Committee may ask members of management or others to attend
its meetings and provide pertinent information as necessary.

21. The Committee will perform such other functions as assigned by
law, the Company's charter or bylaws, or the Board.

MEETINGS:

The Audit Committee shall meet at least four times annually, or more
frequently as circumstances dictate. Except as otherwise provided by the Board,
the Audit Committee may make, alter and repeal rules for the conduct of its
business. In the absence of such rules, the Audit Committee shall conduct its
business in the same manner as the Board conducts its business pursuant to the
bylaws of the Company.

REPORTS AND MINUTES:

The Audit Committee shall maintain minutes of each of its meetings, which
minutes shall be filed in the Company's minute book along with the minutes of
the meetings of the Board. The Audit Committee will record its recommendations
to the Board in written reports, which reports will be incorporated as part of
the minutes of the Board meeting at which those recommendations are presented.

COMMUNICATION BETWEEN MEETINGS:

The Chief Financial Officer will communicate with the Chairman of the Audit
Committee between meetings as requested. In addition, the Chief Financial
Officer will keep the Chairman of the Audit Committee informed of all material
matters related to the responsibilities of the Committee which the Chief
Financial Officer believes need to be known by the Chairman of the Audit
Committee prior to the next regularly scheduled meeting.

REVIEW OF CHARTER:

This Charter shall be reviewed annually by the Board for adequacy and shall
be amended if necessary.

C-3
<PAGE> 48
DETACH HERE

PROXY

SYMANTEC CORPORATION

WORLD HEADQUARTERS
20330 STEVENS CREEK BOULEVARD
CUPERTINO, CALIFORNIA 95014

PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER 18, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned stockholder(s) appoints Gregory Myers and Derek P. Witte, and
each of them with full power of substitution, as attorneys and proxies for and
in the name and place of the undersigned, and hereby authorizes each of them to
represent and to vote all of the shares of Common Stock of Symantec Corporation
("Symantec") and all of the Exchangeable Shares of Delrina Corporation, a wholly
owned subsidiary of Symantec, that are held of record by the undersigned as of
July 20, 2000, which the undersigned is entitled to vote at the Annual Meeting
of Stockholders of Symantec to be held on September 18, 2000 at Symantec
Corporation, World Headquarters, 20300 Stevens Creek Boulevard, Cupertino,
California, at 10:00 a.m., (Pacific Time), and at any adjournments thereof.

THIS PROXY, WHEN PROPERLY EXECUTED AND RETURNED IN A TIMELY MANNER WILL BE VOTED
AT THE ANNUAL MEETING AND AT ANY ADJOURNMENT THEREOF IN THE MANNER DESCRIBED
HEREIN. IF NO CONTRARY INDICATION IS MADE THE PROXY WILL BE VOTED FOR PROPOSALS
1 THROUGH 4, AND IN ACCORDANCE WITH THE JUDGMENT OF THE PERSONS NAMED AS PROXIES
HEREIN ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.

SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
<PAGE> 49
DETACH HERE

Please mark
[X] votes as in
this example.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR PROPOSALS 1, 2,
3 AND 4.

1. Proposal to elect the following directors:

Nominees: Tania Amochaev, Charles M. Boesenberg,
Per-Kristian Halvorsen, Robert S. Miller,
Bill Owens, George Reyes, Daniel H. Schulman
and John W. Thompson

FOR WITHHELD
ALL [ ] [ ] FROM ALL
NOMINEES NOMINEES

[ ] ______________________________________
For all nominees except as noted above

FOR AGAINST ABSTAIN
2. Proposal to amend Symantec's 1996
Equity Incentive Plan: [ ] [ ] [ ]

3. Proposal to approve Symantec's 2000
Director Equity Incentive Plan: [ ] [ ] [ ]

4. Proposal to ratify the selection of
the independent auditors: [ ] [ ] [ ]

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

This Proxy must be signed exactly as your name appears hereon. When shares are
held by joint tenants, both should sign. Attorneys, executors, administrators,
trustees and guardians should indicate their capacities. If the signer is
a corporation, please print full corporate name and indicate capacity of duly
authorized officer executing on behalf of the corporation. If the signer is
a partnership, please print full partnership name and indicate capacity of duly
authorized person executing on behalf of the partnership.

Signature: ____________ Date: _________ Signature: ____________ Date: _________