INTUIT INC, DEF 14A, 1999-10-27

INTUIT INC
DEF 14A, 1999-10-27
PREPACKAGED SOFTWARE

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<PAGE> 1
SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] 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 Rule14a-11(c) or Rule 240.14a-12

INTUIT INC.
- --------------------------------------------------------------------------------
(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:

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

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(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):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[ ] 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:

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

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(3) Filing Party:

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(4) Date Filed:

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[INTUIT LOGO]
PO Box 7850

Mountain View, CA 94039-7850

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

OCTOBER 29, 1999

Dear Stockholders:

We are notifying you that the Annual Meeting of Stockholders of Intuit Inc. will
be held at our offices at 2550 Garcia Avenue, Mountain View, California 94043,
at 8:00 a.m. P.S.T. on Tuesday, November 30, 1999. Only stockholders of record
at the close of business on October 22, 1999 are entitled to vote at the
Meeting. At the Meeting we will ask stockholders to act on the following
matters:

1. Elect eight directors to serve until the next Annual Meeting of
Stockholders. We intend to nominate the following incumbent directors
for re-election:

Christopher W. Brody Donna L. Dubinsky
William V. Campbell Michael R. Hallman
Scott D. Cook William H. Harris, Jr.
L. John Doerr Burton J. McMurtry

2. Amend the Intuit Inc. Certificate of Incorporation to increase the
number of shares of authorized common stock by 500,000,000 shares
(from 250,000,000 shares to 750,000,000 shares).

3. Amend the Intuit Inc. Certificate of Incorporation to (i) increase
the number of shares of authorized preferred stock by 3,655,082
shares (from 1,344,918 shares to 5,000,000 shares) and (ii) eliminate
all authorized Series A Preferred Stock.

4. Amend the Intuit Inc. 1993 Equity Incentive Plan to increase the
number of shares of Common Stock available under the plan by
8,900,000 shares (from 47,235,000 shares to 56,135,000 shares).

5. Amend the Intuit Inc. 1996 Employee Stock Purchase Plan to increase
the number of shares of Common Stock available under the plan by
400,000 shares (from 2,400,000 shares to 2,800,000 shares).

6. Amend the Intuit Inc. 1996 Directors Stock Option Plan to (i)
increase the number of shares of Common Stock available under the
plan by 100,000 shares (from 585,000 shares to 685,000 shares); (ii)
increase the size of future option grants to reflect our recent
3-for-1 stock split; and (iii) lengthen the vesting period for future
option grants.

7. Ratify the appointment of Ernst & Young LLP as our independent
auditors for fiscal 2000.

8. Transact any other business that is properly presented at the
Meeting.

Each of these matters is described in more detail in the enclosed Proxy
Statement which constitutes part of this Notice. We have also enclosed a copy of
our Annual Report for our fiscal year ended July 31, 1999. Please use this
opportunity to take part in Intuit's affairs by voting your shares. WHETHER OR
NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE THE ENCLOSED PROXY CARD AND
RETURN IT IN THE ENVELOPE PROVIDED.

<PAGE> 3

Sincerely,

[SIG]

Catherine L. Valentine
Vice President and Corporate Secretary

<PAGE> 4
[INTUIT LOGO]
PO Box 7850
Mountain View, CA 94039-7850

PROXY STATEMENT

OCTOBER 29, 1999

INFORMATION ABOUT THE MEETING, VOTING AND PROXIES

RECENT STOCK SPLIT

On September 9, 1999, Intuit announced a three-for-one stock split of its Common
Stock to be effected as a stock dividend of two shares of Common Stock for each
share of Common Stock held of record on September 20, 1999. The distribution
date for the new shares was September 30, 1999. ALTHOUGH MANY OF THE SHARE
NUMBERS INCLUDED IN THIS PROXY STATEMENT ARE AS OF AUGUST 31, 1999 (PRIOR TO THE
EFFECTIVE DATE OF THE STOCK SPLIT), ALL SHARE NUMBERS HAVE BEEN ADJUSTED TO
REFLECT THE STOCK SPLIT, UNLESS OTHERWISE STATED.

DATE, TIME AND PLACE OF MEETING

The Board of Directors of Intuit Inc. is asking for your proxy for use at the
Annual Meeting of Stockholders of Intuit to be held on Tuesday, November 30,
1999 at 8:00 a.m. P.S.T at our offices at 2550 Garcia Avenue, Mountain View,
California. We are initially mailing this proxy statement and proxy to
stockholders of Intuit on October 29, 1999.

RECORD DATE, OUTSTANDING SHARES AND QUORUM

Only holders of record of Intuit Common Stock at the close of business on
October 22, 1999 (called the "Record Date") will be entitled to vote at the
Meeting. On the Record Date, we had approximately 189,416,051 shares of Common
Stock outstanding and entitled to vote, with approximately 800 stockholders of
record and approximately 43,750 beneficial owners of our stock. If a majority
of the shares outstanding on the Record Date are present at the Meeting, either
in person or by proxy, we will have a quorum at the Meeting. Any shares
represented by proxies that are marked to abstain from voting on a proposal will
be counted as present in determining whether we have a quorum. If a broker,
bank, custodian, nominee or other record holder of Intuit Common Stock indicates
on a proxy that it does not have discretionary authority to vote certain shares
on a particular matter, the shares held by that record holder (referred to as
"broker non-votes") will also be counted as present in determining whether we
have a quorum.

VOTING RIGHTS AND VOTING OF PROXIES

Holders of our Common Stock are entitled to one vote for each share they held as
of the Record Date. Cumulative voting for directors is not permitted. Directors
will be elected by a plurality of the votes cast by the shares of Common Stock
present at the Meeting (either in person or by proxy), which means that the
eight nominees with the most votes will be elected. Proposals 2 and 3 must be
approved by the holders of a majority of the outstanding Common Stock.
Abstentions and broker non-votes will have the same effect as votes against
these proposals. Proposals 4, 5, 6 and 7 must be approved by a majority of the
shares of Common Stock voting for or against the Proposal at the Meeting.
Abstentions and broker non-votes will have no effect. All votes will be
tabulated by the Inspector of Elections appointed for the Meeting. The Inspector
will separately tabulate yes and no votes,

<PAGE> 5

abstentions and broker non-votes for each proposal. If you sign and return a
proxy but do not give specific voting instructions on your proxy for a specific
proposal, your shares will be counted as votes in favor of that proposal.

SOLICITATION AND VOTING OF PROXIES

The proxy included with this Proxy Statement is solicited by the Board of
Directors of Intuit for use at the Meeting. You can submit your proxy by mailing
it in the envelope provided. If you hold your shares in "street name" (for
example, through a broker, bank or other entity that holds them on your behalf)
rather than in your own name, you may be able to provide voting instructions for
your shares by telephone or via the Internet. If these options are available to
you, instructions for telephone and electronic voting are included with your
proxy card. If your proxy is properly completed and submitted, and it is not
revoked before the Meeting, your shares will be voted at the Meeting according
to the instructions indicated on your proxy. If you sign and return your proxy
card but do not give any voting instructions, your shares will be voted in favor
of the election of each of the director nominees listed in Proposal No. 1 below,
and in favor of Proposal Nos. 2, 3, 4, 5, 6 and 7. As far as we know, no other
matters will be presented at the Meeting. However, if any other matters of
business are properly presented, the proxy holders named on the proxy card are
authorized to vote the shares represented by proxies according to their
judgment.

Intuit will pay all expenses of soliciting proxies to be voted at the Meeting.
After the proxies are initially distributed, Intuit and/or its agents may also
solicit proxies by mail, telephone or in person. We have hired a proxy
solicitation firm, Innisfree M&A Incorporated, to assist us in soliciting
proxies. We will pay Innisfree a fee of $8,000, plus their expenses (which we
estimate will be approximately $2,000). After the proxies are initially
distributed, we will ask brokers, custodians, nominees and other record holders
to forward copies of the Proxy Statement, proxy card and other materials to
people for whom they hold shares of Common Stock, and to request that the
beneficial holders give them authority to sign the proxies. We will reimburse
record holders for reasonable expenses they incur in forwarding proxy materials
to beneficial holders.

REVOCATION OF PROXIES

If you submit the enclosed proxy, you may revoke it at any time before voting
takes place at the Meeting. There are three ways you can revoke your proxy: (1)
deliver to the Secretary of Intuit a written notice, dated later than the proxy
you want to revoke, stating that the proxy is revoked; (2) deliver to the
Secretary of Intuit a signed proxy with a later date than the proxy you want to
revoke; or (3) attend the Meeting and vote in person. Communications to the
Secretary should be addressed to Catherine L. Valentine, Vice President and
Corporate Secretary, at Intuit Inc., P.O. Box 7850, Mountain View, California,
94039-7850. Please note that if your shares are held of record by a broker, bank
or other nominee and you wish to vote at the Meeting, you must bring to the
Meeting a letter from the record holder confirming your beneficial ownership of
the shares.

PROPOSAL NO. 1 -- ELECTION OF DIRECTORS

Our Board of Directors currently has eight members who generally serve one-year
terms. At the Meeting, we will nominate the eight current directors for
re-election to the Board of Directors. We are not aware that any nominee is
unable or unwilling to serve. However, if any nominee is unable or for good
cause unwilling to serve, the proxy holders may decide to vote the shares for
any substitute nominee.

VOTE REQUIRED FOR APPROVAL

Directors will be elected by the affirmative vote of a plurality of the shares
present at the Meeting, which means that the eight nominees who receive the most
votes will be elected. Your proxy will be voted for each of these eight nominees
unless your proxy is marked to withhold authority to vote for any or all of
them.

<PAGE> 6

DIRECTORS/NOMINEES

The following table shows Intuit's current directors and nominees for election.
Each nominee, if elected, will serve until the next Annual Meeting of
Stockholders and until a qualified successor is elected, unless the nominee
resigns or is removed from the Board prior to that time.

<TABLE>
<CAPTION>
DIRECTOR
NAME OF DIRECTOR AGE PRINCIPAL OCCUPATION SINCE
---------------- --- -------------------- --------
<S> <C> <C> <C>
Christopher W. Brody (1)(2) 54 Chairman, Vantage Partners LLC 1993
William V. Campbell (3)(4) 59 Chairman of the Board and Acting Chief Executive Officer, Intuit 1994
Scott D. Cook (2)(3) 47 Chairman of the Executive Committee of Intuit's Board 1984
L. John Doerr 48 General Partner, Kleiner Perkins Caufield & Byers 1990
Donna L. Dubinsky 44 President and Chief Executive Officer, Handspring, Inc. 1999
Michael R. Hallman (4) 54 President, The Hallman Group 1993
William H. Harris, Jr. 43 Former President and Chief Executive Officer, Intuit 1998
Burton J. McMurtry (1)(4) 64 General Partner of the General Partner, Technology Venture 1990
Investors partnerships
</TABLE>

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

1. Member of the Audit Committee

2. Member of the Nominating Committee

3. Member of the Executive Committee

4. Member of the Compensation Committee

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

Mr. Brody became a director of Intuit in December 1993 following Intuit's
acquisition of ChipSoft, Inc. He had joined the ChipSoft Board of Directors in
December 1989 and served as its Chairman from December 1989 until July 1991. Mr.
Brody became Chairman of Vantage Partners LLC, a private investment firm, in
January 1999. From 1971 through 1998, Mr. Brody was a partner of Warburg, Pincus
& Co., a venture capital and private equity investment firm. Mr. Brody holds a
Bachelor of Arts degree in English literature and a Masters in Business
Administration from Harvard University.

Mr. Campbell was elected to Intuit's Board of Directors in May 1994. He has
served as Chairman of the Board since August 1998 and as Acting Chief Executive
Officer since September 1999. He also served as Intuit's President and Chief
Executive Officer from April 1994 through July 1998. Mr. Campbell was President
and Chief Executive Officer of GO Corporation (a pen-based computing software
company) from January 1991 to December 1993. Mr. Campbell also serves on the
board of directors of SanDisk, Inc. (a computer storage devices company), Great
Plains Software, Inc. (a software company) and Apple Computer, Inc. (a computer
company). He is a member of SanDisk's Compensation Committee and a member of
Apple's Audit Committee. Mr. Campbell holds both a Bachelors and a Masters
degree in economics from Columbia University.

Mr. Cook, a founder of Intuit, has been a director of Intuit since March 1984
and is currently Chairman of the Executive Committee of the Board. He served as
Intuit's Chairman of the Board from March 1993 through July 1998. From March
1984 to April 1994, he also served as President and Chief Executive Officer of
Intuit. Mr. Cook also serves on the board of directors of Amazon.com, Inc. (an
online merchant) and ebay Inc. (an electronic commerce company). Mr. Cook holds
a Bachelor of Arts degree in economics and mathematics from the University of
Southern California and a Masters in Business Administration from Harvard
University.

Mr. Doerr has been a director of Intuit since August 1990. He has been a general
partner of Kleiner Perkins Caufield & Byers, a venture capital firm, since
August 1980. He is also a director of Excite@Home (which provides cable
network-based Internet access), Amazon.com, Inc. (an online merchant), Epicor
Software Corporation (a software company), Sun Microsystems, Inc. (a computer
and software company), drugstore.com (an online personal healthcare retailer),
and Healtheon Corporation (an online healthcare network). Mr. Doerr holds a
Bachelor of

<PAGE> 7

Science and Master of Science degree in electrical engineering and computer
science from Rice University and a Masters in Business Administration from
Harvard University.

Ms. Dubinsky became a director of Intuit on February 24, 1999. Ms. Dubinsky is
President and Chief Executive Officer of Handspring, Inc., a private company
based in Mountain View, California which she co-founded in July 1998. From June
1992 to 1995, Ms. Dubinsky was President of Palm Computing, Inc., which is now a
wholly owned subsidiary of 3Com Corporation. Ms. Dubinsky holds a Bachelor of
Arts degree in history from Yale University and a Masters in Business
Administration from Harvard University.

Mr. Hallman became a director of Intuit in December 1993 following Intuit's
acquisition of ChipSoft. He had joined ChipSoft's Board of Directors in April
1992. Mr. Hallman has been President of The Hallman Group, a
management-consulting firm, since October 1992. Mr. Hallman was President and
Chief Operating Officer of Microsoft Corporation from March 1990 through April
1992. Mr. Hallman is also a director of In Focus Systems, Inc. (which makes
computer-operated projection products), Key Tronic Corporation (a computer
keyboard company), and Network Appliance, Inc. (which makes network data storage
products). Mr. Hallman holds a Bachelor of Business Administration and a Masters
in Business Administration from the University of Michigan.

Mr. Harris joined Intuit's Board of Directors in May 1998 and served as
President and Chief Executive Officer from August 1998 through September 1999.
He joined Intuit as Executive Vice President in December 1993, in connection
with Intuit's acquisition of ChipSoft, Inc. (a tax preparation software
company), and served in that capacity through July 1998. He was responsible for
Intuit's tax and consumer finance businesses from July 1996 through July 1998.
From January 1992 to December 1993, Mr. Harris served as President and Chief
Operating Officer of ChipSoft. Mr. Harris holds a Bachelor of Arts degree in
American Studies from Middlebury College and a Masters in Business
Administration from Harvard University.

Mr. McMurtry has been a director of Intuit since August 1990. Since July 1980,
he has been a general partner of various limited partnerships that, in turn, are
general partners of various Technology Venture Investors venture capital
partnerships. Mr. McMurtry is also a director of SpectraLink Corporation (which
makes wireless telephone systems). Mr. McMurtry holds Bachelor of Arts and
Bachelor of Science degrees in electrical engineering from Rice University and
Master of Science and Ph.D. degree in electrical engineering from Stanford
University.

BOARD OF DIRECTORS MEETINGS, COMMITTEES AND COMPENSATION

The Board of Directors met nine times during fiscal 1999. During fiscal 1999,
all directors attended at least 75% of the meetings of the Board and of the
committees on which he or she served.

The Board has four committees -- an Audit Committee, a Compensation Committee,
an Executive Committee and a Nominating Committee.

Mr. Brody and Mr. McMurtry are currently the members of the Audit Committee and
served on the Audit Committee throughout fiscal 1999. The Audit Committee met
eight times during fiscal 1999. The Audit Committee reviews Intuit's financial
statements and discusses separately with management and Intuit's independent
accountants, the quality of the accounting principles followed, the
reasonableness of the judgments made, and the clarity of the disclosure. The
Audit Committee also reviews, with Intuit's independent accountants, the
adequacy of Intuit's internal control systems and financial reporting
procedures, reviews the general scope of Intuit's annual audit and the fees
charged by the independent accountants, and reviews and monitors the performance
of non-audit services by Intuit's auditors. The Audit Committee also reviews the
fairness of any proposed transaction between Intuit and any member of Intuit's
management (except for transactions that are reviewed by the Compensation
Committee) and makes recommendations to the full Board on these matters.

Mr. Hallman and Mr. McMurtry are currently the voting members of the
Compensation Committee. Mr. Hallman served on the Compensation Committee
throughout fiscal 1999. Mr. Doerr served from September 1998 until January 1999
and Mr. McMurtry served during the month of August 1998, and since January 1999.
Since August 1, 1998, Mr. Campbell has been a non-voting advisory member of the
Compensation Committee. The Compensation Committee met five times during fiscal
1999. The Compensation Committee determines general compensation

<PAGE> 8

policies for Intuit, as well as specific compensation for all executive officers
of Intuit. The Committee also administers the Company's stock option plans and
its 1996 Employee Stock Purchase Plan.

Mr. Campbell and Mr. Cook are currently the members of the Executive Committee.
The Executive Committee was established in July 1998 and did not meet during
fiscal 1999. The Executive Committee serves as an administrative committee of
the Board of Directors to facilitate the approval of certain corporate actions
that do not require consideration by the full Board.

Mr. Brody and Mr. Cook are currently the members of the Nominating Committee.
The Nominating Committee did not have any formal meetings during fiscal 1999;
however, Nominating Committee matters were addressed by the Board as a whole at
several Board meetings. The Nominating Committee identifies and evaluates
potential new Board members and provides information for the full Board to
consider. The Nominating Committee is not presently considering nominee
recommendations from security holders.

Directors are not paid for their services on the Board or any committee (other
than reimbursement for expenses), except that non-employee directors participate
in the 1996 Directors Stock Option Plan. Mr. Brody, Mr. Doerr, Mr. Hallman and
Mr. McMurtry each received option grants for 22,500 shares at an exercise price
of $19.50 per share and Ms. Dubinsky received an option grant for 45,000 shares
at an exercise price of $29.85 per share under this plan during fiscal 1999. See
page 14 for details about this plan.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

All individuals who served as voting members of the Compensation Committee
during fiscal 1999 (consisting of Mr. Doerr, Mr. Hallman and Mr. McMurtry) were
directors of the Company, but were not current or former officers or employees
of Intuit or of any Intuit subsidiary. Effective August 1, 1998, William
Campbell, Chairman of the Board and the former President and Chief Executive
Officer of Intuit, and current Acting Chief Executive Officer, joined the
Committee as a non-voting advisory member. None of the members of the
Compensation Committee have any "interlocking" relationships as defined by the
Securities and Exchange Commission, in that none of them serve on the Board of
Directors or Compensation Committee of any other company where an executive
officer of that company is on the Board or Compensation Committee of Intuit.

In May 1998, we participated in the formation of a joint venture company,
Venture Finance Software Corp. ("VFSC") that is developing certain Web-oriented
finance products. In exchange for a 49% equity interest in VFSC, we granted VFSC
licenses to certain technology and intellectual property rights, and we have
agreed with VFSC not to compete in certain areas of server-based personal
finance for a period of ten years. VFSC is receiving cash funding from other
investors. Of the $46 million potential funding for VFSC, venture capital funds
managed by Kleiner Perkins Caufield & Byers, of which L. John Doerr, a director
of Intuit, is a general partner, have invested $750,000 and have agreed to
invest up to an additional $250,000. Intuit has the option to purchase the
equity interests of the other investors in VFSC between May 4, 2000 and May 4,
2002 at a price to be determined by a formula based on Intuit's stock price
appreciation (subject to certain minimum return levels).

PROPOSAL NO. 2 -- AMENDMENT TO THE CERTIFICATE OF INCORPORATION
TO ADD 500,000,000 AUTHORIZED SHARES OF COMMON STOCK

In October 1999, the Board of Directors approved an amendment to Intuit's
Certificate of Incorporation (subject to stockholder approval) to increase the
number of authorized shares of Common Stock by 500,000,000 shares (from
250,000,000 shares to 750,000,000 shares). The amendment will not affect the
par value of the Common Stock, which would remain $0.01 per share. We have no
current plans to issue any of the additional 500,000,000 shares of Common
Stock. As of October 5, 1999, approximately 189,389,242 of Intuit's 250,000,000
currently authorized shares of Common Stock were issued and outstanding. Of the
remaining authorized shares of Common Stock, approximately 4,967,280 were
reserved for issuance in connection with our stock incentive plans and stock
purchase plan, and we expect to issue up to approximately 12,700,000 shares,
and assume options with respect to up to approximately 1,800,000 shares, in
connection with our recently announced proposed acquisitions of Rock Financial
Corporation and Title Source, Inc. If the proposed amendment is approved, we
will have approximately 541,143,478 shares of Common Stock that are authorized,
but that are not currently outstanding or reserved or allocated for future
issuance, as described in above.

<PAGE> 9

VOTE REQUIRED FOR APPROVAL

Approval of this amendment to the Certificate of Incorporation requires the
affirmative vote of the holders of a majority of the outstanding Common Stock.
For the purposes of this Proposal No. 2, abstentions and broker non-votes will
be counted for purposes of determining the presence or absence of a quorum but
will not be counted as favorable votes and will therefore have the same effect
as votes against Proposal No. 2. Properly executed unrevoked proxies will be
voted for Proposal No. 2 unless a vote against such proposal or an abstention is
indicated.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE PROPOSED
AMENDMENT TO THE CERTIFICATE OF INCORPORATION.

PURPOSE AND EFFECT OF AMENDMENT

The Board believes that the proposed amendment to authorize an additional
500,000,000 shares of Common Stock is necessary to enable Intuit to continue
issuing shares under its stock incentive plans and stock purchase plan, as well
as to issue shares in connection with possible acquisitions or other corporate
transactions. The proposed amendment will allow Intuit to accomplish these
objectives quickly, and without any additional stockholder approval, except in
situations where stockholder approval is specifically required by Intuit's
charter documents, applicable laws or the rules of Nasdaq or any other system on
which Intuit's securities may then be listed. The Board would have the right to
determine when and on what terms shares of Common Stock would be issued.

If the proposed amendment is approved, existing stockholders will not have any
rights to purchase any newly issued shares in order to maintain their
proportionate ownership interests. If Intuit issues additional shares of Common
Stock or securities convertible into Common Stock in the future, it would dilute
the voting rights of existing stockholders and could also dilute earnings per
share and book value per share of existing stockholders. The increase in
authorized Common Stock could discourage or hinder efforts by other parties to
obtain control of Intuit.

If the stockholders approve the amendment, the amendment will become effective
when it is filed with the Delaware Secretary of State. Intuit may then issue any
or all of the authorized shares of Common Stock without further approval by the
stockholders, except as described above.

PROPOSAL NO. 3 -- AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO
(i) INCREASE THE NUMBER OF AUTHORIZED SHARES OF
PREFERRED STOCK FROM 1,344,918 SHARES TO 5,000,000 SHARES AND
(ii) ELIMINATE ALL AUTHORIZED SERIES A PREFERRED STOCK

VOTE REQUIRED FOR APPROVAL

Approval of this amendment to the Certificate of Incorporation requires the
affirmative vote of the holders of a majority of the outstanding Common Stock.
For the purposes of this Proposal No. 3, abstentions and broker non-votes will
be counted for purposes of determining the presence or absence of a quorum but
will not be counted as favorable votes and will therefore have the same effect
as votes against Proposal No. 3. Properly executed unrevoked proxies will be
voted for Proposal No. 3 unless a vote against such proposal or an abstention is
indicated.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE PROPOSED
AMENDMENTS TO THE CERTIFICATE OF INCORPORATION.

<PAGE> 10

PURPOSES AND EFFECT OF AMENDMENT

The first purpose of the proposed amendment is to increase the total number of
authorized shares of Preferred Stock. Intuit has not increased its authorized
Preferred Stock since our initial public offering in March 1993 (the "IPO"), but
since that time we have increased our authorized common stock several times. We
have also issued a substantial number of common shares pursuant to financings,
acquisitions of other businesses, sales under our stock option and stock
purchase plans and stock splits, including our recent three-for-one stock split.
In light of these increases, the Board believes it is appropriate to increase
the number of authorized shares of Intuit's Preferred Stock in order to keep the
number of available preferred shares roughly proportionate to the pre-split
ratio of authorized preferred to common shares. The proposed additional
preferred shares may be used for a variety of corporate purposes, such as
financings in which investors desire to purchase preferred stock or as
consideration in acquisitions, in order to provide the Board with flexibility in
addressing issues and transactions that may arise in the future.

The second purpose of the proposed amendment is to eliminate all authorized
shares of Intuit's Series A Preferred Stock. The Series A Preferred Stock was
designated prior to Intuit's IPO and all outstanding shares of Series A
Preferred Stock were automatically converted into shares of Common Stock when
the IPO closed. No shares of Series A Preferred Stock have been issued since
that time and none are currently outstanding. The Board believes that the
remaining authorized shares of Series A Preferred Stock should be eliminated
since the Board has no current plans to issue shares bearing the particular
rights of the Series A Preferred Stock. (The Series B Preferred Stock that is
reserved for issuance under the Rights Agreement would not be affected by the
proposed amendment.)

If the stockholders approve the proposed amendments, 250,000 shares of the
authorized Preferred Stock will remain designated as Series B Preferred
Stock, and the remaining 4,750,000 shares of the authorized Preferred Stock will
not have any designated powers, preferences and rights and qualifications,
limitations and restrictions. The Board will be authorized, without the need for
any action or approval from Intuit's stockholders, to issue these undesignated
shares of Preferred Stock in one or more series, to establish the number of
shares to be included in each series and to fix the powers, preferences and
rights of the shares of each wholly unissued series and any of its
qualifications, limitations and restrictions. The terms of the undesignated
Preferred Stock, including dividend rates, conversion prices, voting rights,
redemption prices and similar matters will be determined by the Board of
Directors without any stockholder action or approval. The Board of Directors can
also increase or decrease the number of shares of any series, but not below the
number of shares of any series then outstanding, without any further vote or
action by the stockholders. The Board may authorize the issuance of preferred
stock with voting or conversion rights that could adversely affect the voting
power or other rights of the holders of our Common Stock. The issuance of
Preferred Stock, while providing flexibility in connection with possible
acquisitions and other corporate purposes, could, among other things, have the
effect of delaying, deferring or preventing a change in control of Intuit and
may adversely affect the market price of the Common Stock and the voting and
other rights of the holders of Common Stock. We have no current plan to issue
any shares of Preferred Stock.

If the stockholders approve this amendment, the amendment will become effective
when it is filed with the Delaware Secretary of State. Intuit may then issue any
or all of the authorized shares of Preferred Stock without further approval by
the stockholders.

RIGHTS AGREEMENT BACKGROUND

Effective May 1, 1998, the Board adopted a Rights Agreement between Intuit and
American Stock Transfer and Trust Company, as Rights Agent (the "Rights
Agreement"). Stockholders are not currently being asked to approve any proposals
relating to the Rights Agreement. The following is being provided as background
information. All of the Series B Preferred Stock is reserved for issuance under
the Rights Agreement. In connection with the Rights Agreement, the Board
declared a dividend of one preferred share purchase right for each share of
Common Stock outstanding on May 11, 1998 (the "Record Date") and further
directed the issuance of one right with each share of Common Stock that is
issued after the Record Date, except in specified circumstances. If a person or
a group acquires 20% or more of Intuit's Common Stock (an "Acquiring Person"),
or announces an intention to make a tender offer for the Common Stock, the
completion of which would result in a person or group becoming an Acquiring
Person, then the rights will be distributed (the "Distribution Date"). After the
Distribution Date, each right may be exercised for 1/3000th of a share of Series
B Preferred Stock at an exercise price of approximately $83.33 per share. The
rights will expire on May 1, 2008. If, after the Distribution Date, Intuit is
acquired or 50% or more of its assets are sold in a transaction with an
Acquiring Person, the holders of rights (other than the Acquiring Person) will
have the right to receive shares of common stock of the acquiring corporation at
a substantially discounted price. The Rights Agreement is designed to protect
the long-term value of Intuit for its stockholders during any future unsolicited
acquisition attempt. It may, however, have the effect of delaying, deferring or
preventing a change in control of Intuit. By potentially discouraging
unsolicited takeover attempts, the Rights Agreement may limit the opportunity
for Intuit's stockholders to dispose of the Common Stock at the higher price

<PAGE> 11

generally available in takeover attempts or that may be available under a merger
or acquisition proposal. The Rights Agreement may also have the effect of
permitting the management of Intuit, including the Board of Directors, to retain
its position, and place it in a better position to resist changes that
stockholders may wish to make if they are dissatisfied with the conduct of
Intuit's business.

PROPOSAL NO. 4 -- AMENDMENT TO 1993 EQUITY INCENTIVE PLAN
TO ADD 8,900,000 AUTHORIZED SHARES

We are asking stockholders to approve an amendment to the Intuit Inc. 1993
Equity Incentive Plan (the "Equity Plan") to increase the number of shares of
Common Stock that are authorized and reserved for issuance under the Equity Plan
by 8,900,000 shares (from 47,235,000 shares to 56,135,000 shares). The Equity
Plan is an important part of our compensation program and we believe it is
essential to our ability to attract and retain highly qualified employees in an
extremely competitive environment in which employees view equity incentives as
an increasingly important component of their compensation. The proposed
amendment to the Equity Plan is necessary to enable us to continue providing
stock-based compensation to new and current employees. The closing price of
Intuit's Common Stock on the Nasdaq National Market on October 22, 1999 was
$26.75. The Equity Plan is described in detail below.

VOTE REQUIRED FOR APPROVAL

Approval of this amendment to the Equity Plan requires the affirmative vote of a
majority of shares of Common Stock that are voted for or against the Proposal.
Intuit's executive officers and directors have an interest in approval of this
Proposal because they, along with all other individuals eligible to participate
in the Equity Plan, will be eligible for grants of options and other awards
under the Equity Plan from the additional 8,900,000 shares. For the purposes of
Proposal No. 4, abstentions and broker non-votes will not be counted as votes
cast and will have no effect on the result of the vote, although they will count
towards the presence of a quorum. Properly executed and unrevoked proxies will
be voted for Proposal No. 4 unless a vote against such proposal or an abstention
is indicated.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE PROPOSED
AMENDMENT TO THE 1993 EQUITY INCENTIVE PLAN.

EQUITY PLAN BACKGROUND

The Equity Plan allows us to grant options and other stock-based compensation to
eligible employees. The Equity Plan was adopted on February 1, 1993 and has a
ten-year term. The Equity Plan has been amended five times in the past to
increase the number of shares authorized for issuance. It was also amended in
March 1994 to bring the Equity Plan into compliance with Section 162(m) of the
Internal Revenue Code of 1986 and to expand the types of awards that are
available under the Equity Plan to include performance awards payable in cash or
in Common Stock. In addition, it was amended in April 1998 to make a number of
amendments relating to administration of the Equity Plan and in February 1999 to
provide additional benefits to participants whose employment with Intuit
terminates as a result of death or permanent disability. In October 1999, the
Board of Directors approved an amendment to the Equity Plan, subject to
stockholder approval, to increase the number of shares of Intuit's Common Stock
authorized for issuance under the Equity Plan from 47,235,000 shares to
56,135,000 shares. This is the amendment that we are asking stockholders to
approve in Proposal No. 4.

The Compensation Committee currently administers the Equity Plan. Within the
guidelines of the Equity Plan, the Compensation Committee determines which
eligible participants will receive awards, the number of shares or amount of
cash for each award and other terms and conditions of the awards. The Committee
also interprets the provisions of the Equity Plan and awards granted. Since
September 1994, the Committee has delegated to Mr. Campbell and/or Mr. Harris
the authority to grant stock options to non-officer employees or consultants, in
accordance with Intuit's option award guidelines subject to certain aggregate
limits.

<PAGE> 12

From the adoption of the Equity Plan through August 31, 1999, a total of
56,473,506 stock options have been granted, including options that were later
terminated before they were exercised. (If any option or other award terminates
without being exercised or issued, then the shares covered by the terminated
option or award generally go back into the Equity Plan for future grants or
awards.) Since adoption of the Equity Plan, the following "Named Officers" (see
page 20 for a definition of this term) have received options under the Equity
Plan: William V. Campbell --3,675,000 shares; William H. Harris, Jr. --
1,837,500 shares; Scott D. Cook -- 750,000 shares; David A. Kinser -- 675,000
shares; and Raymond G. Stern -- 570,000 shares. During the same time period,
Intuit's current executive officers, as a group (12 people), received options to
purchase a total of 9,449,440 shares under the Equity Plan, and all employees
and consultants other than the current executive officers received options to
purchase a total of 47,024,064 shares under the Equity Plan. No non-employee
directors have received any options under the Equity Plan. As of August 31,
1999, 16,170,309 shares had been issued on exercise of options, there were
27,928,386 awards outstanding, and there were 3,121,083 shares available for
future awards (not including the 8,900,000 shares for which we are seeking
stockholder approval). No other types of awards have been granted under the
Equity Plan since its adoption.

ELIGIBILITY

Employees, officers, directors, independent contractors, consultants, and
advisors of Intuit and its affiliates and majority-owned subsidiaries are
eligible to receive awards under the Equity Plan. Only employees can receive
incentive stock options (described below). As of August 31, 1999, approximately
4,000 individuals were eligible to participate in the Equity Plan, and 3,300
held outstanding options. Participants are not required to pay for any awards
granted to them, other than paying the exercise price if they exercise options
granted to them or the purchase price for restricted stock awards. A participant
may receive a maximum of 2,000,000 shares of Common Stock under the Equity Plan
during the life of the Equity Plan.

TYPES OF AWARDS

Four types of awards -- stock options, restricted stock awards, stock bonus
awards and performance awards -- can be granted under the Equity Plan.

Stock Options. Two types of stock options can be granted under the Equity Plan
- -- Incentive Stock Options (called "ISOs") and Nonqualified Stock Options
(called "NQSOs"). The option exercise price for each ISO must be no less than
the "fair market value" of a share of Intuit Common Stock at the time the option
is granted (generally, the closing price on the Nasdaq National Market). For
stockholders who hold 10% or more of our Common Stock, the exercise price of an
ISO must be at least 110% of the fair market value. The option exercise price
for each NQSO may be less than fair market value. However, we generally do not
grant NQSOs below fair market value. The participant pays the exercise price to
Intuit when he or she exercises the option. Various payment methods are
permitted under the Equity Plan, including cash and "same-day sale" or margin
commitments from NASD brokers.

The Compensation Committee (or its delegees) determines vesting and other terms
of options when they are granted. Options for most employees generally become
exercisable over a period of four years at a rate of 25% on the first
anniversary of the grant, and an additional 2.0833% per month over the next
three years, although some outstanding options (primarily held by officers) vest
at different rates. Vesting accelerates in full if an option holder's employment
with Intuit terminates as a result of death or permanent disability. Options
generally have a term of ten years from the date of grant, but terminate earlier
if the option holder leaves Intuit.

Restricted Stock Awards and Stock Bonus Awards. Restricted stock awards allow
participants to purchase shares of stock if certain goals are met. The purchase
price may be less than fair market value. Stock bonus awards allow participants
to receive shares without any payment, either as compensation for past services
to Intuit or if certain goals are met. Stock bonus awards can also be paid in
cash (equal to the fair market value of the stock when the award is paid).
Various types of goals may be established by the Compensation Committee,
including completion of a certain number of years of service with Intuit,
completion of individual performance goals, and achievement of company-wide
financial performance goals relating to net revenue, operating income, net
income, earnings per share or other financial measures. No restricted stock or
stock bonus award to any individual participant can exceed 30% of the total
shares reserved under the Equity Plan.

<PAGE> 13

Performance Awards. A performance award is a grant of a specific number of
performance "units." Each unit allows the participant to receive a specified
cash payment (or shares of stock with an equivalent value) if the performance
goals specified in the performance award are achieved. No performance award to
any individual participant can exceed 250% of the participant's base salary at
the time of the award, or $1,000,000, whichever is less. The performance factors
that can be used for performance awards are the same as those used for
restricted stock and stock bonus awards.

MERGERS, CONSOLIDATIONS AND OTHER CORPORATE TRANSACTIONS

If Intuit is involved in a merger, consolidation, dissolution, liquidation, sale
of assets or any other similar corporate transaction in which Intuit does not
continue to exist, or a merger where Intuit's pre-merger stockholders own less
than a majority of the shares, any successor company may, but is not required
to, assume responsibility for outstanding awards under the Equity Plan,
substitute equivalent awards in exchange for outstanding awards, or compensate
participants in some other manner. If the successor corporation does not assume
or substitute awards, then all outstanding awards will terminate when the
transaction occurs.

EQUITY PLAN AMENDMENTS

The Board (and in certain instances, the Compensation Committee of the Board)
may generally terminate or amend the Equity Plan or any form of award agreement
used under the Equity Plan at any time. However, neither the Board nor the
Compensation Committee may amend the Equity Plan in any manner that requires
stockholder approval under the Internal Revenue Code of 1986 (referred to as the
"Tax Code"), without stockholder approval, and outstanding awards may not be
amended without the consent of the participant.

FEDERAL INCOME TAX INFORMATION

The following information is a general summary of some of the current federal
income tax consequences of the Equity Plan to participants and to Intuit. Tax
laws may change, and actual tax consequences will depend on a participant's
individual circumstances as well as state and local tax laws. We encourage all
participants to seek tax advice when they participate in the Equity Plan.

Tax Treatment of Participants -- Incentive Stock Options. A participant
generally will not recognize any income when an ISO is granted, and will not
incur any tax when the option is exercised unless the participant is subject to
the alternative minimum tax. If the participant exercises an ISO and holds the
shares for one year or more after exercise and for two years or more after the
date the option was granted, the participant generally will realize long-term
capital gain or loss, rather than ordinary income or loss, when he or she sells
the shares. The gain or loss will be the difference between the amount received
from the sale and the amount paid for the shares. If the participant sells the
shares less than a year after exercise or less than two years after grant, the
participant will generally realize ordinary income to the extent the fair market
value of the shares on the date of exercise exceeds the exercise price (referred
to as the "Spread"). Any additional gain, or any loss, as applicable, will be a
capital gain or loss, taxable at short-term capital gain rates if the shares are
held twelve months or less and at long-term capital gain rates if the shares are
held longer than twelve months.

Tax Treatment of Participants -- Other Awards. A participant generally will not
recognize any income when an NQSO is granted. When a participant exercises an
NQSO, the Spread must be recognized as ordinary income. Intuit will withhold tax
on this income when an NQSO is exercised by a participant who is a current or
former employee of Intuit. When the participant sells the shares, any additional
gain or loss will be a capital gain or loss. Participants will generally be
taxed on restricted stock, stock bonus awards and performance awards when they
receive stock or cash, unless there are restrictions on the shares that enable
the participant to elect to defer the tax.

Tax Treatment of Intuit. When a participant recognizes ordinary income on
exercise of an NQSO or on receipt of restricted stock, a stock bonus or a
performance award, Intuit will generally be entitled to a tax deduction in the
amount of the ordinary income. Intuit will also be entitled to a deduction if a
participant recognizes ordinary income by selling shares acquired on exercise of
an ISO either before the one-year holding period or two-year holding period
ends.

<PAGE> 14

1998 OPTION PLAN FOR MERGERS AND ACQUISITIONS

On November 11, 1998, our Board of Directors adopted the 1998 Option Plan for
Mergers and Acquisitions (the "1998 Plan") for grants of non-qualified stock
options to individuals who are hired as a result of acquisitions of, or mergers
with, other companies by Intuit. The 1998 Plan has been designed to meet the
"broadly based plans" exemption from the stockholder approval requirement for
stock option plans under the Nasdaq National Market listing requirements.
Options under the 1998 Plan can only be granted to eligible individuals within
18 months following the completion of the relevant acquisition or merger.
Options granted under the 1998 Plan have an exercise price not less than the
fair market value of Intuit's Common Stock on the date of grant. They generally
become exercisable over a four-year period based on continued service and expire
ten years after the grant date. Options granted to officers hired as a result of
a merger or acquisition cannot exceed 45% of all shares reserved for grant under
the 1998 Plan. Other terms and conditions of the 1998 Plan are substantially the
same as the Equity Plan except that only non-qualified stock options can be
granted under the 1998 Plan, the 1998 Plan does not comply with the requirements
for tax deductibility under Section 162(m) of the Tax Code, and adoption of and
amendments to the 1998 Plan do not require approval of Intuit stockholders. Of
the 6,000,000 shares reserved for issuance under the 1998 Plan, as of August 31,
1999 our Board has approved the grant of 2,619,489 non-qualified stock options
in connection with four acquisitions by Intuit.

PROPOSAL NO. 5 -- AMENDMENT TO 1996 EMPLOYEE STOCK PURCHASE
PLAN TO ADD 400,000 AUTHORIZED SHARES

We are asking stockholders to approve an amendment to the Intuit Inc. 1996
Employee Stock Purchase Plan (the "Purchase Plan") to increase the number of
shares of Common Stock that are authorized and reserved for issuance under the
Purchase Plan by 400,000 shares (from 2,400,000 shares to 2,800,000 shares). The
purpose of the Purchase Plan is to offer employees of Intuit and some of its
subsidiaries a convenient way to purchase shares of Intuit stock at a discounted
price through payroll deductions. The Purchase Plan is an important part of
Intuit's compensation program, and this proposed amendment to the Purchase Plan
is necessary to enable us to continue providing this benefit to new and current
employees. The closing price of Intuit's Common Stock on the Nasdaq National
Market on October 22, 1999 was $26.75. The Purchase Plan is described in detail
below.

VOTE REQUIRED FOR APPROVAL

Approval of this amendment requires the affirmative vote of a majority of shares
of Common Stock that are voted for or against the Proposal. Intuit's executive
officers have an interest in approval of this Proposal because they, along with
all other individuals eligible to participate in the Purchase Plan, will be able
to continue purchasing shares of Intuit stock under the favorable terms provided
by the Purchase Plan. For the purposes of Proposal No. 5, abstentions and broker
non-votes will not be counted as votes cast and will have no effect on the
result of the vote, although they will count towards the presence of a quorum.
Properly executed and unrevoked proxies will be voted for Proposal No. 5 unless
a vote against such proposal or an abstention is indicated.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE PROPOSED
AMENDMENT TO THE 1996 EMPLOYEE STOCK PURCHASE PLAN.

PURCHASE PLAN BACKGROUND

The Purchase Plan enables employees to purchase shares of Intuit stock during
six-month offering periods at a discounted price based on the market value of
the stock at the beginning or end of the offering period. See "Offering Periods"
below. The Purchase Plan was adopted on October 7, 1996 and has a ten-year term.
The Purchase Plan was amended during fiscal 1997 to change the beginning dates
for future Offering Periods and to clarify certain eligibility requirements. The
Purchase Plan was also amended in January 1998 and January 1999 to increase the
shares available for issuance under the Purchase Plan by 600,000 and 900,000
shares respectively. In October 1999, the Board of Directors approved an
amendment to the Purchase Plan, subject to stockholder approval, to increase the
number of shares of Intuit's Common Stock authorized for issuance under the
Purchase Plan by 400,000 (from 2,400,000 shares to 2,800,000 shares). This is
the amendment that we are asking stockholders to

<PAGE> 15

approve in Proposal No. 5. The Compensation Committee of the Board of Directors
administers the Purchase Plan and is responsible for interpreting the provisions
of the Purchase Plan.

From the adoption of the Purchase Plan through August 31, 1999, a total of
1,129,377 shares have been purchased. During this period, Mr. Harris purchased
639 shares and Mr. Stern purchased 822 shares. No other Named Officers (see page
20 for a definition of this term) have purchased shares under the Purchase Plan.
During the same time period, Intuit's current executive officers, as a group (12
people), purchased a total of 9,567 shares, and all employees other than the
current executive officers purchased a total of 1,119,810 shares.

ELIGIBILITY

Employees of Intuit and certain subsidiaries (other than stockholders who own 5%
or more of our Common Stock) are generally eligible to participate in the
Purchase Plan if they work at least 20 hours per week and at least 5 months per
year. As of August 31, 1999, approximately 4,300 employees were eligible to
participate in the Purchase Plan, and approximately 2,300 employees were
participating. Participants are not required to pay to participate in the
Purchase Plan, other than paying the purchase price for the shares they
purchase.

OFFERING PERIODS

Each offering of Intuit stock under the Purchase Plan is generally for a period
of six months (referred to as an "Offering Period"). Offering Periods currently
run from June 16 through December 15 and from December 16 through June 15. The
Board can change the duration of Offering Periods for future offerings at least
15 days prior to the scheduled beginning of the first Offering Period to be
affected. The first day of each Offering Period is called the "Offering Date,"
and the last day of each Offering Period is called the "Purchase Date."

PAYROLL DEDUCTIONS, PURCHASE PRICE AND AMOUNT OF STOCK PURCHASED

Employees participate in the Purchase Plan through payroll deductions. Employees
can generally select payroll deduction rates in 1% increments from 2% to 10%,
but no participant can purchase more than $25,000 of stock (based on fair market
value) under the Purchase Plan during any calendar year. An employee can
decrease the payroll deduction rate one time during an Offering Period, but the
rate can't be increased during the Offering Period. After a participant enrolls
in the Purchase Plan, the participant is automatically enrolled in subsequent
Offering Periods unless the participant actively withdraws from the Purchase
Plan. A participant may withdraw from any Offering Period up to 15 days before
the end of the Offering Period. Accumulated payroll deductions will be returned
to a participant that withdraws from the Purchase Plan. No interest accrues on
payroll deductions.

When a participant enrolls in the Purchase Plan, the participant essentially
receives an option to purchase shares on the Purchase Date at a purchase price
equal to 85% of the fair market value of the shares on the Offering Date or the
Purchase Date, whichever is lower. Unless the participant withdraws from the
Purchase Plan, the purchase will take place automatically on the Purchase Date.
The number of shares a participant will be able to purchase on the Purchase Date
will generally be equal to the payroll deductions during the Offering Period,
divided by the purchase price. However, no participant will be permitted to
purchase more than two times the number of shares that he or she could have
purchased if the number of shares was determined by using a purchase price of
85% of the fair market value on the Offering Date. In addition, the Compensation
Committee may set a maximum number of shares that may be purchased by any
participant on any Purchase Date.

MERGERS, CONSOLIDATIONS AND OTHER CORPORATE TRANSACTIONS

If Intuit is dissolved or liquidated, the current Offering Period will terminate
immediately prior to the liquidation or dissolution unless the Board decides
otherwise. The Board may, but is not required to, designate a date for the
options to terminate and allow each participant to purchase shares with
accumulated payroll deductions. If Intuit sells most of its assets or is
involved in a merger with another corporation, each option under the Purchase
Plan will be assumed or an equivalent option will be substituted by the
successor corporation, unless the Board decides that participants will be
permitted to exercise their options to purchase shares.

<PAGE> 16

PURCHASE PLAN AMENDMENTS

The Board may generally amend or terminate the Purchase Plan at any time.
However, the Board may not amend the Purchase Plan without stockholder approval
if the amendment would increase the number of shares available under the
Purchase Plan or change the eligibility requirements. In addition, the Board may
not make any changes that affect existing purchase rights without the consent of
the participants.

FEDERAL INCOME TAX INFORMATION

The following information is a general summary of some of the current federal
income tax consequences of the Purchase Plan to participants and to Intuit. Tax
laws may change, and actual tax consequences will depend on a participant's
individual circumstances as well as state and local tax laws. We encourage all
participants to seek tax advice when they participate in the Purchase Plan. The
Purchase Plan is intended to qualify as an "employee stock purchase plan" under
Section 423 of the Tax Code.

Tax Treatment of Participants. Participants will not recognize income when they
enroll in the Purchase Plan or when they purchase shares. All tax consequences
are deferred until the participant disposes of the shares. If the participant
holds the shares for one year or more after the Purchase Date and two years or
more after the Offering Date, or if the participant dies while owning the
shares, the participant will generally realize ordinary income when disposing of
the shares equal to the difference between the purchase price and the fair
market value of the shares on the date of disposition, or 15% of the fair market
value of the shares on the Offering Date, whichever is less. Any additional gain
will be taxed as long-term capital gain. If the shares are sold for less than
the purchase price, there is no ordinary income, but the participant will have a
long-term capital loss for the difference between the purchase price and the
sale price. If a participant sells or makes a gift of the shares less than one
year after the Purchase Date or less than two years after the Offering Date, the
participant will generally have ordinary income equal to the difference between
the purchase price and the fair market value on the Purchase Date. The
difference between the sale price and the fair market value on the Purchase Date
will be a capital gain or loss, taxable at short-term capital gain rates if the
shares are held twelve months or less and at long-term capital gain rates if the
shares are held longer than twelve months.

Tax Treatment of Intuit. When a participant recognizes ordinary income by
disposing of shares before the one-year or two-year holding period ends, Intuit
will generally be entitled to a tax deduction in the amount of the ordinary
income.

PROPOSAL NO. 6 -- AMENDMENT TO 1996 DIRECTORS STOCK
OPTION PLAN TO (i) ADD 100,000 AUTHORIZED SHARES;
(ii) INCREASE GRANT SIZES TO REFLECT A RECENT
3-FOR-1 STOCK SPLIT; AND (iii) LENGTHEN VESTING
PERIODS FOR FUTURE OPTION GRANTS

We are asking stockholders to approve amendments to the Intuit Inc. 1996
Directors Stock Option Plan (the "Directors Plan") to (i) increase the number of
shares of Common Stock that are authorized and reserved for issuance under the
Directors Plan by 100,000 shares (from 585,000 shares to 685,000 shares); (ii)
increase the number of shares issued pursuant to the options from 15,000 shares
to 45,000 shares for initial grants to new directors, and from 7,500 shares to
22,500 shares for ongoing annual grants, to reflect Intuit's September 1999
3-for-1 stock split; and (iii) lengthen the vesting schedule for options granted
under the Directors Plan to 4 years for initial grants and 2 years for ongoing
annual grants. The Directors Plan gives non-employee directors of Intuit an
opportunity to acquire an equity interest in Intuit and helps to align their
interests with the interests of Intuit's stockholders. Unlike many other
companies in the software industry, Intuit does not currently compensate its
outside directors for their services. This means that the Directors Plan is
particularly important in helping us to attract and retain well-qualified
directors.

<PAGE> 17

In light of our recent 3-for-1 stock split, as well as the continuing challenges
in attracting and retaining well-qualified directors, we believe it is
appropriate to increase the size of the grants under the Directors Plan in
proportion to the stock split. To encourage continuity and provide a longer-term
incentive for directors, we believe it is appropriate to increase the vesting
period for options. The closing price of Intuit's Common Stock on the Nasdaq
National Market on October 22, 1999 was $26.75. The Directors Plan is
described in detail below.

VOTE REQUIRED FOR APPROVAL

Approval of these amendments requires the affirmative vote of a majority of
shares of Common Stock that are voted for or against the Proposal. Intuit's
non-employee directors (and any associates to whom they may assign the economic
benefit of their options) have an interest in approval of this Proposal because
the non-employee directors will be eligible for grants of options from the
additional 100,000 shares and will receive larger future grants. For the
purposes of Proposal No. 6, abstentions and broker non-votes will not be counted
as votes cast and will have no effect on the result of the vote, although they
will count towards the presence of a quorum. Properly executed and unrevoked
proxies will be voted for Proposal No. 6 unless a vote against such proposal or
an abstention is indicated.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE PROPOSED
AMENDMENTS TO THE 1996 DIRECTORS STOCK OPTION PLAN.

DIRECTORS PLAN BACKGROUND

The Directors Plan was adopted on October 7, 1996 and has a ten-year term. In
January 1998 and January 1999, the Directors Plan was amended to increase the
shares available for issuance under the Directors Plan. In October 1999, the
Board of Directors approved an amendment to the Directors Plan, subject to
stockholder approval, to increase the number of shares of Intuit's Common Stock
authorized for issuance under the Directors Plan from 585,000 to 685,000 shares.
The Board of Directors also approved an amendment to the Directors Plan, subject
to stockholder approval, to increase the number of shares issued pursuant to
options granted to eligible directors to reflect our recent 3-for-1 stock split.
These proposed new grants are described below under "Formula for Option Grants."

In February 1999, the Directors Plan was amended to provide that future option
grants to eligible directors would be fully vested as of the date of grant. This
amendment was adopted in order to eliminate any compensation expense that Intuit
might have incurred by granting options under the Directors Plan as a result of
proposed changes to the accounting standards that govern the issuance of stock
options to non-employee directors. The proposed accounting changes were
withdrawn in August 1999, so the Board of Directors approved an amendment to
apply vesting schedules to future options granted under the Directors Plan. This
proposed new vesting is described below under "Exercise Price, Vesting and Other
Terms."

The three amendments described above are the amendments that we are asking
stockholders to approve in Proposal No. 6.

Since the adoption of the Directors Plan, we have granted options with respect
to 405,000 shares (representing options for 90,000 shares to each of Mr. Brody,
Mr. Doerr, Mr. Hallman and Mr. McMurtry and options for 45,000 shares to Ms.
Dubinsky), all of which are currently outstanding. No options have been granted
to individuals other than non-employee directors, as indicated below. If any
option terminates without being exercised, then the shares covered by the
terminated option go back into the Directors Plan for future grants. The
Compensation Committee of the Board administers the Directors Plan and is
responsible for interpreting the provisions of the Directors Plan.

ELIGIBILITY

Under the Directors Plan, we grant non-qualified stock options to purchase
shares of Intuit Common Stock to each director who is not a current or former
employee, according to a fixed formula that is described below. There are
currently five directors eligible to receive options. No other individuals are
eligible to participate in the Directors Plan. Directors are not required to pay
to participate in the Directors Plan, other than paying the exercise price for
the options they exercise.

<PAGE> 18

FORMULA FOR OPTION GRANTS

We grant options to eligible directors under the Directors Plan according to a
fixed, nondiscretionary formula. The formula currently provides for grants of
15,000 shares when eligible directors join the Board (or upon adoption of the
Directors Plan for directors serving at that time). In addition, each eligible
director currently receives an option for 7,500 shares on each anniversary of
his or her initial grant if he or she continues to serve on the Board. In order
to reflect our recent 3-for-1 stock split, we are proposing to amend the
Directors Plan so that the initial grants will increase to 45,000 shares, and
the subsequent annual grants will increase to 22,500 shares.

Mr. Brody, Mr. Doerr, Mr. Hallman and Mr. McMurtry each received grants of
45,000 shares (as adjusted for the stock split) on adoption of the Directors
Plan in November 1996, and additional grants of 22,500 shares (as adjusted for
the stock split) on November 25, 1997 and November 25, 1998. They are scheduled
to receive additional grants of 7,500 shares on November 25, 1999. If
stockholders approve the proposed amendments to the Directors Plan, these
directors will receive additional grants for 15,000 shares immediately following
the Annual Meeting, so that their total annual grants for their year of service
will be 22,500 shares. Ms. Dubinsky received a grant for 45,000 shares (as
adjusted for the stock split) when she joined the Board on February 24, 1999. If
stockholders approve the proposed amendments to the Directors Plan, she will
receive an annual grant of 22,500 shares on February 24, 2000.

EXERCISE PRICE, VESTING AND OTHER TERMS

The exercise price for each option is the fair market value of Intuit's Common
Stock at the time the option is granted. Options granted before February 19,
1999 become exercisable over a period of four years at a rate of 25% on the
first anniversary of the grant, and an additional 2.0833% per month over the
next three years. Under the current Directors Plan, options granted on or after
February 19, 1999 are fully vested and immediately exercisable as of the date of
the option grant. If stockholders approve the proposed amendments to the
Directors Plan, all future initial grants will vest over 4 years, at a rate of
25% on the first anniversary of the grant, and an additional 2.0833% per month
over the next 3 years. All subsequent annual grants to directors who continue
serving on the Board will vest over 2 years, at a rate of 50% on the first
anniversary of the grant, and an additional 4.166% per month over the next year.
Because the November 25, 1999 annual grants for 7,500 shares will take place
prior to stockholders' approval of the revised vesting schedule, those grants
will be fully vested on the date of grant. All options will become fully vested
if a director's services to Intuit terminate as a result of the director's death
or permanent disability. Options have a term of ten years from the date of
grant, but they terminate earlier if the director is no longer a director or
consultant to Intuit. The Directors Plan allows directors to pay the exercise
price of their options through various methods, including cash and "same-day
sale" or margin commitments from NASD brokers.

MERGERS, CONSOLIDATIONS AND CHANGES OF CONTROL

If Intuit is liquidated, is involved in a merger (where Intuit is not the
surviving corporation or where Intuit's pre-merger stockholders own less than a
majority of the shares), sells substantially all of its assets or is involved in
a tender offer or similar transaction covering a majority of its shares, the
vesting of all options granted under the Directors Plan will accelerate and the
options will become fully exercisable on the terms and conditions determined by
the Board.

DIRECTORS PLAN AMENDMENTS

Generally, the Board may amend or terminate the Directors Plan at any time.
However, the Board may not amend the Directors Plan without stockholder approval
if the amendment would increase the number of shares available under the
Directors Plan or change the eligibility requirements. In addition, the Board
may not make any changes that affect outstanding options without the consent of
the option holders.

FEDERAL INCOME TAX INFORMATION

All options granted under the Directors Plan are non-qualified stock options.
The tax treatment for participants and Intuit is the same as for NQSOs under the
Equity Plan (see pages 10 and 11).

<PAGE> 19

NEW PLAN BENEFITS

The following table shows all expected fiscal 2000 option grants under the
Directors Plan for the "Named Officers" (defined on page 20) and for the groups
of people indicated, assuming that the stockholders approve Proposal No. 6. All
currently expected fiscal 2000 grants (consisting of grants under the Directors
Plan) will be made in November 1999 or February 2000, with an exercise price
equal to the closing price of Intuit's Common Stock on the grant date. During
fiscal 1999, grants with respect to 135,000 shares were made to directors who
are not officers of the Company. No grants will be made under the Directors Plan
during fiscal 2000 to any individuals other than eligible non-employee
directors. Future awards and purchases under the Equity Plan and the Purchase
Plan are not included in the table. We can't determine them currently because
awards under the Equity Plan are made at the discretion of the Compensation
Committee, and grants and purchases by employees under the Purchase Plan are
voluntary.

EXERCISE PRICE NUMBER
NAME AND POSITION (PER SHARE) OF SHARES
----------------- -------------- ---------
<S> <C> <C>
William V. Campbell
Chairman and Acting Chief Executive
Officer -- --

William H. Harris, Jr.
Fiscal 1999 President and Chief
Executive Officer -- --

Scott D. Cook
Chairman of the Executive Committee of
the Board of Directors -- --

David A. Kinser
Senior Vice President -- --

Raymond G. Stern
Senior Vice President -- --

All current executive officers as a
group (12 people) -- --

All current directors who are not
executive officers as a group
(6 people) $* 100,000

All employees, including officers who
are not executive officers, as a group -- --
</TABLE>

- -------------
* The exercise price will be the closing price of Intuit's Common Stock on the
date of the option grant.

PROPOSAL NO. 7 -- RATIFICATION OF SELECTION OF
INDEPENDENT AUDITORS

We have selected Ernst & Young LLP as our independent auditors to perform the
audit of Intuit's financial statements for the fiscal year ending July 31, 2000,
and we are asking stockholders to ratify our selection. Representatives of Ernst
& Young LLP are expected to be present at the Meeting. They will have the
opportunity to make a statement at the Meeting if they wish to do so, and they
will be available to respond to appropriate questions from stockholders.

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

<PAGE> 20

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table shows shares of Intuit's Common Stock that we believe are
owned as of August 31, 1999 by (i) each stockholder owning 5% or more of the
Common Stock, (ii) each Named Officer (defined on page 20), (iii) each director
and (iv) all current directors and executive officers as a group. We have
included in shares owned by each stockholder all options held by the stockholder
that are exercisable within 60 days of August 31, 1999 (which would be October
30, 1999).

NAME OF AMOUNT AND NATURE OF PERCENT
BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) OF CLASS
---------------- ----------------------- --------
<S> <C> <C>
Scott D. Cook (2).................................. 18,978,681 10.1%
FMR Corp. (3)...................................... 20,627,130 11.0
Putnam Investments, Inc. (4)....................... 14,780,049 7.9
Jennison Associates LLC (5)........................ 10,880,700 5.8
William V. Campbell (6)............................ 1,973,649 1.0
William H. Harris, Jr. (7)......................... 549,888 *
David A. Kinser (8)................................ 145,311 *
Raymond G. Stern (9)............................... 84,996 *
Christopher W. Brody (10).......................... 193,590 *
L. John Doerr (11)................................. 270,621 *
Donna L. Dubinsky (12)............................. 48,456 *
Michael R. Hallman (13)............................ 139,218 *
Burton J. McMurtry (14)............................ 375,648 *
All current directors and executive
officers as a group (18 people) (15)............. 23,633,334 12.6
</TABLE>

- ---------------------
* Indicates ownership of less than 1%.

1. Unless indicated in the notes, each stockholder has sole voting and
investment power for all shares shown, subject to community property laws
that may apply to create shared voting and investment power.

2. Mr. Cook is Chairman of the Executive Committee of Intuit's Board of
Directors. His address is 2535 Garcia Avenue, Mountain View, California
94043. The shares listed in the table include 18,572,433 shares held by
trusts of which Mr. Cook is a co-trustee. The remaining 406,248 shares
represent shares issuable upon exercise of options held by Mr. Cook.

3. The address of Fidelity Management & Research ("FMR") is 82 Devonshire
Street, Boston, Massachusetts 02019. We obtained information about shares
owned by FMR from a Schedule 13F filed by FMR with the SEC as of June 30,
1999. We have been advised that the beneficial ownership of Intuit's shares
arises in the context of passive investment activities by various accounts
managed by the FMR companies and their affiliates. These accounts are
institutional investors engaged in the investment business.

4. The address of Putnam Investments, Inc. ("PI") is One Post Office Square,
Boston, Massachusetts 02109. We obtained information about shares owned by
PI from a Schedule 13F filed by PI with the SEC as of June 30, 1999. As
reported in PI's earlier Schedule 13G's, securities reported as being
beneficially owned by PI consist of securities beneficially owned by
subsidiaries of PI, which in turn include securities beneficially owned by
clients of such subsidiaries. PI, which is a wholly-owned subsidiary of
Marsh & McLennan Companies, Inc., wholly owns two other subsidiaries, Putnam
Management and Putnam Advisory. Both subsidiaries have dispositive power
over the shares as investment managers, but each of the mutual funds'
trustees have voting power over the shares held by each fund, and Putnam
Advisory has shared voting power over the shares held by institutional
clients of the fund. The Schedule 13G includes a disclaimer that the filing
is not an admission that they are, for the purposes of Section 13(d) and
13(g), the beneficial owner of any securities covered by the Schedule 13G,
and that neither of them has any power to vote or dispose of, or direct the
voting or disposition of, any of the securities covered by the Schedule 13G.

<PAGE> 21

5. The address of Jennison Associates LLC ("Jennison") is 466 Lexington Avenue,
New York, New York 10017. We obtained information about shares owned by
Jennison from a Schedule 13F filed by Jennison with the SEC as of June 30,
1999. We are advised that Jennison furnishes investment advice to several
investment companies, insurance separate accounts, and institutional
clients. As a result of its role as an investment advisor, Jennison may be
deemed to be the beneficial owner of the shares of Intuit's common stock.
The Prudential Insurance Company of America owns 100% of the equity
interests of Jennison. As a result, Prudential may be deemed to have the
power to exercise voting or dispositive power of such common stock.

6. Mr. Campbell is Chairman and Acting Chief Executive Officer of Intuit. The
shares listed in the table represent shares issuable upon exercise of
options held by Mr. Campbell. Subsequent to the date of this table, Mr.
Campbell exercised and sold 150,000 of his option shares.

7. Mr. Harris is a director of Intuit and, until September 27, 1999, was its
President and Chief Executive Officer. The shares listed in the table
include 549,249 shares issuable upon exercise of options held by Mr. Harris.
Subsequent to the date of this table, Mr. Harris exercised and sold 210,000
of his option shares.

8. Mr. Kinser is a Senior Vice President of Intuit. The shares listed in the
table represent shares issuable upon exercise of options held by Mr. Kinser.

9. Mr. Stern is a Senior Vice President of Intuit. The shares listed in the
table represent shares issuable upon exercise of options held by Mr. Stern.
Subsequent to the date of this table, Mr. Stern exercised and sold 30,000 of
his option shares.

10. Mr. Brody is a director of Intuit. The shares listed in the table include
43,590 shares issuable upon exercise of options held by Mr. Brody. Of the
remaining shares, 150,000 are held by Vantage Partners LLC, of which Mr.
Brody is chairman and 100% owner.

11. Mr. Doerr is a director of Intuit. The shares listed in the table include
43,590 shares issuable upon exercise of options held by Mr. Doerr.

12. Ms. Dubinsky is a director of Intuit. The shares listed in the table include
45,000 shares issuable upon exercise of options held by Ms. Dubinsky. The
remaining 3,456 shares are held by a trust of which Ms. Dubinsky is the sole
trustee.

13. Mr. Hallman is a director of Intuit. The shares listed in the table include
43,590 shares issuable upon exercise of options held by Mr. Hallman.

14. Mr. McMurtry is a director of Intuit. The shares listed in the table include
332,058 shares held by a trust of which Mr. McMurtry is a co-trustee. The
remaining 43,590 shares represent shares issuable upon exercise of options
held by Mr. McMurtry.

15. The shares listed in the table include 4,242,114 shares issuable upon
exercise of options. The total reflects all shares and options held by
individuals described in Notes 2 and 6 through 14, plus an additional 9,975
shares and 863,301 options.

<PAGE> 22

EXECUTIVE COMPENSATION

The following table shows compensation earned during fiscal 1997, 1998 and 1999
by Intuit's fiscal 1999 Chief Executive Officer and Intuit's four most highly
compensated executive officers for fiscal 1999, other than the Chief Executive
Officer. These people are referred to as the "Named Officers." Titles shown in
the table are titles held during fiscal 1999. Effective September 27, 1999, Mr.
Harris resigned as President and Chief Executive Officer but remains on the
Board of Directors. Mr. Campbell is currently Acting Chief Executive Officer.
Mr. Kinser joined Intuit during fiscal 1997 and Mr. Stern joined Intuit during
fiscal 1998. The information in the table includes salaries, bonuses,
performance sharing, stock options granted and other miscellaneous compensation.
Intuit has not granted stock appreciation rights or restricted stock awards and
has no long-term compensation benefits other than stock options. For information
about employment contracts and termination or change-of-control arrangements
between Intuit and the Named Officers see below.

SUMMARY COMPENSATION TABLE

LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
----------------------------------------- -------------
OTHER ANNUAL SECURITIES ALL OTHER
NAME AND FISCAL COMPENSATION UNDERLYING COMPENSATION
FY99 PRINCIPAL POSITION YEAR SALARY ($) BONUS($)(1) ($)(2) OPTIONS(#)(3) ($)(4)
----------------------- ---- ---------- ----------- ------------ ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
William H. Harris, Jr. 1999 $451,731 $514,272 $7,748 -- $2,658
President and 1998 386,827 217,803 7,748 -- 1,500
Chief Executive Officer 1997 313,085 99,875 78,268 1,650,000 1,500

William V. Campbell 1999 475,000 378,813 -- -- --
Chairman of the Board 1998 489,981 516,424 -- -- --
1997 372,246 491,748 -- 1,725,000 --

Scott D. Cook 1999 358,654 297,500 -- -- --
Chairman of the 1998 361,731 251,771 -- 750,000 --
Executive Committee 1997 292,246 88,135 -- -- --

David A. Kinser 1999 298,846 320,500 -- 300,000 --
Senior Vice President 1998 274,673 157,186 -- 150,000 --
1997 91,346 81,694 -- 225,000 --

Raymond G. Stern 1999 300,000 233,250 -- 270,000 --
Senior Vice President 1998 191,971 234,616 -- 300,000 --
1997 N/A N/A N/A N/A N/A
</TABLE>

- ---------------------
(1) Includes performance-based bonuses and payments under Intuit's performance
sharing plan for all individuals. Mr. Stern's fiscal 1998 bonus total
includes a $125,000 signing bonus. Mr. Kinser's bonuses include a $50,000
signing bonus for fiscal 1997 and a payment of $81,000 pursuant to a
compensation agreement with Mr. Kinser for fiscal 1999.

(2) Fiscal 1997 compensation for Mr. Harris includes $70,520 in relocation
expenses. All other amounts reflect a car allowance.

(3) Consists of options granted under Intuit's 1993 Equity Incentive Plan. See
Option Grants in Fiscal 1999 on page 21.

(4) The amounts for Mr. Harris consist of Intuit matching contributions under
Intuit's 401(k) retirement plan.

<PAGE> 23

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS

On March 30, 1994, we entered into a Letter Agreement of Employment with William
V. Campbell, who served as President and Chief Executive Officer from April 1994
through July 1998, has served as Chairman since August 1998 and now serves as
Acting Chief Executive Officer. Some terms of the agreement have expired, but
the following terms have been in effect since the beginning of fiscal 1997:
Under the agreement, Mr. Campbell's base salary is reviewed annually and he
participates in our annual executive bonus program under which he can earn a
bonus of up to 100% of his base salary. Under the agreement, Mr. Campbell's
employment may be terminated by Intuit or Mr. Campbell at any time. However, if
we terminate his employment without "cause," we must continue to pay his salary
and health benefits for six months after his termination or until he accepts
another position, whichever is earlier.

On June 11, 1997, we granted options to William V. Campbell and to William H.
Harris, Jr. to purchase 1,500,000 shares of Common Stock. On August 1, 1997 we
granted an option to Scott D. Cook to purchase 750,000 shares of Common Stock.
The options for Mr. Campbell and Mr. Harris vest at a rate of 20% on the date of
grant and 1.6667% per month after that for four years. The option for Mr. Cook
vests 25% one year after the date of grant and an additional 2.0833% per month
after that for three years. However, the vesting for each of these options will
accelerate by two years (so the options will become fully vested) if and when
there is a change in control of Intuit. The acceleration may be subject to some
Tax Code limits.

OPTION GRANTS IN FISCAL 1999

The following table shows information about stock option grants to the Named
Officers during fiscal 1999. These options are included in the Summary
Compensation Table on page 20. All options were granted at fair market value
under the 1993 Equity Incentive Plan, which is described beginning on page 8.
The options have ten-year terms. The rules of the Securities and Exchange
Commission require us to show hypothetical gains that the Named Officers would
have for these options at the end of their ten-year terms. These gains are
calculated assuming annual compound stock price appreciation of 5% and 10% from
the date the option was originally granted to the end of the option term. THE 5%
AND 10% ASSUMED ANNUAL COMPOUND RATES OF STOCK PRICE APPRECIATION ARE REQUIRED
BY SEC RULES. THEY ARE NOT INTUIT'S ESTIMATE OR PROJECTION OF FUTURE STOCK
PRICES.

INDIVIDUAL GRANTS
--------------------------------------------------------------- POTENTIAL REALIZABLE VALUE
NUMBER OF AT ASSUMED ANNUAL RATES OF
SHARES % OF TOTAL STOCK PRICE APPRECIATION
UNDERLYING OPTIONS GRANTED EXERCISE OR FOR OPTION TERM
OPTIONS TO EMPLOYEES IN BASE PRICE EXPIRATION --------------------------
NAME GRANTED(#) FISCAL 1999 ($/SH) DATE 5% 10%
- ------------------------ ----------- ---------------- ----------- ----------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
William H. Harris, Jr. -- -- -- -- -- --

William V. Campbell -- -- -- -- -- --

Scott D. Cook -- -- -- -- -- --

David A. Kinser 150,000(1) 1.99% $16.375 8/03/08 $4,017,014 $10,180,030
150,000(2) 26.208 5/07/09

Raymond G. Stern 120,000(3) 1.79 16.375 8/03/08 3,708,120 9,397,104
150,000(2) 26.208 5/07/09
</TABLE>

- ---------------------
(1) This option vests as to 1.67% per month from September 3, 1998 through
August 3, 1999, then increases to 3.33% per month from September 3, 2000
through August 3, 2002.

(2) This option vests 50% on the first anniversary of the date of grant (May 7,
2000) and 4.1667% per month from June 7, 2000 through May 7, 2001.

(3) This option vests as to 1/48 of the shares each month from September 3, 1998
through August 3, 2002.

<PAGE> 24

OPTION EXERCISES AND FISCAL YEAR-END VALUES

The following table shows information about the value realized on option
exercises for each of the Named Officers during fiscal 1999, and the value of
their unexercised options at the end of fiscal 1999. All options were granted
under the Equity Plan. Value realized, or gain, is measured as the difference
between the exercise price and the price at which the shares were sold on the
date of exercise. Value at fiscal year end is measured as the difference between
the exercise price and fair market value on July 31, 1999 which was $81.8125.

AGGREGATED OPTION EXERCISES IN FISCAL 1999 AND JULY 31, 1999 OPTION VALUES

NUMBER OF VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
FISCAL YEAR-END(#) FISCAL YEAR-END($)
SHARES ACQUIRED VALUE ---------------------------- ----------------------------
NAME ON EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -------------------------- --------------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
William H. Harris, Jr..... 750,750 $10,750,456 389,874 696,876 $6,645,093 $12,641,360

William V. Campbell....... 600,000 12,278,581 1,809,585 720,315 35,516,264 13,034,452

Scott D. Cook............. -- -- 359,373 390,627 6,566,044 7,137,081

David A. Kinser........... 180,000 2,913,470 53,748 441,252 814,223 4,621,090

Raymond G. Stern.......... 168,750 2,192,787 58,746 342,504 836,689 2,886,046
</TABLE>

The following pages contain a report issued by our Compensation Committee
relating to executive compensation for fiscal 1999, and a chart titled "Company
Stock Price Performance." Stockholders should be aware that under SEC rules, the
Compensation Committee report and the stock price performance chart are not
considered "filed" with the SEC under the Securities Exchange Act of 1934, and
are not incorporated by reference in any past or future filing by Intuit under
the Securities Exchange Act of 1934 or the Securities Act of 1933 unless these
sections are specifically referenced.

COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION

COMPENSATION COMMITTEE

The Compensation Committee of our Board of Directors makes all final decisions
about compensation for executive officers. Mr. Hallman served on the
Compensation Committee throughout fiscal 1999. Mr. Doerr served from September
1998 until January 1999 and Mr. McMurtry served during the month of August 1998,
and since January 1999. Since August 1, 1998, Mr. Campbell has been a non-voting
advisory member of the Compensation Committee, but he does not participate in
discussions or decisions about his own compensation. For more background about
the Compensation Committee, see page 5.

GENERAL COMPENSATION POLICY FOR EXECUTIVE OFFICERS

The Compensation Committee establishes the general compensation policy for all
executive officers. The general compensation policy is that cash compensation
should vary with Intuit's performance, and any long-term awards should be
closely aligned with the long-term interests of our stockholders. The Committee
creates long-term equity incentives for executive officers by granting stock
options under the 1993 Equity Incentive Plan and by allowing officers to
participate in the 1996 Employee Stock Purchase Plan. The Compensation Committee
also administers our 1993 Equity Incentive Plan and our 1996 Employee Stock
Purchase Plan. Options and participation in our Purchase Plan provide value for
executives only if our stock price increases, and only if the executives remain
with Intuit until their options vest, and until the end of the Purchase Plan
offering periods. On November 11, 1998,

<PAGE> 25

Intuit's Board of Directors adopted the 1998 Option Plan for Mergers and
Acquisitions to facilitate grants of nonqualified stock options to individuals
who are hired as a result of an acquisition or merger by Intuit. Options granted
to officers hired as a result of a merger or acquisition cannot exceed 45% of
all shares reserved for grant under the 1998 Plan and must be granted within 18
months of the closing of the merger or acquisition. See page 11 for a
description of the 1998 Plan.

The Compensation Committee generally reviews base salary levels and target
bonuses for the Chief Executive Officer, the Chairman and other executive
officers near the beginning of each fiscal year. In determining compensation for
a specific officer, the Compensation Committee considers many factors, including
the compensation of executive officers of companies comparable to Intuit, the
officer's individual performance, the officer's current compensation and
Intuit's recent financial performance. Specifically, officer compensation is
compared to competitive market compensation levels of comparable companies to
determine base salary range midpoints, target bonuses and target total cash
compensation. Stock option grant policies of other companies, if available, are
also reviewed and compared. For executive officers other than the Chief
Executive Officer and the Chairman, the Compensation Committee gives
considerable weight to the recommendations of the Chief Executive Officer and
the Chairman.

FISCAL 1999 EXECUTIVE COMPENSATION

Base Compensation. The Committee used the Radford Executive Benchmark Salary
Survey to determine comparable base salaries for executive officers. Comparable
companies selected for the survey included approximately 35 companies in the
computer industry -- primarily software companies. The Compensation Committee
seeks to place the base salary of each executive within the market salary range
for the position, with the actual salary position in the range based on the
Committee's assessment of the individual's job performance.

Incentive Compensation. For fiscal 1999, the Compensation Committee approved
incentive bonus plans for Intuit's executive officers and other senior-level
managers. Executive bonuses were based on achievement of pre-determined
objectives for Intuit, as well as objectives for the officer's business or
functional unit and personal objectives for the individual officer. Intuit
objectives were based on revenue and operating income results. Business or
functional unit goals were based on business unit revenue, contribution and
operational factors such as customer satisfaction. Individual objectives related
to budget/expense management, process improvement and employee management. The
weight given to each of these factors varied from officer to officer. Individual
bonuses for fiscal 1999 to Intuit's executive officers who were with Intuit for
the full year ranged from $37,800 to $465,700.

Performance Sharing. Executive officers also participate in Intuit's performance
sharing plan. The performance sharing plan generally provides payments to each
full-time employee equal to a certain percentage of the employee's base
earnings. The percentage, which is the same for all participating employees, is
determined based on Intuit's achievement of specified revenue growth and
operating profit goals. Individual performance sharing payments for fiscal 1999
to Intuit's executive officers who were with Intuit for the full year ranged
from $16,100 to $48,500.

Stock Options. The Committee grants stock options to help retain executive
officers and to align their interests with stockholders' interests. Stock
options are usually granted to executive officers when they first join Intuit.
Officers generally receive additional grants when their responsibilities
increase significantly, and they are also eligible for additional grants in
connection with their annual performance evaluations depending on their
performance level. The Committee may grant options at other times if it believes
options are a necessary or appropriate retention incentive. While options
generally vest at varying rates over a four-year period to provide a long-term
incentive for executives to remain with Intuit, the Committee occasionally
provides faster vesting, to provide a more immediate benefit in response to
competitive factors. The Committee determines the number of options based on
competitive factors, as well as on the executive's anticipated future
contribution, his or her ability to impact corporate and/or business unit
results, past performance, consistency within the executive's peer group and the
current number of vested and unvested options held by the executive. The
Committee granted options for 2,233,500 shares to current executive officers
during fiscal 1999, including 570,000 shares for grants to Named Officers. All
grants were made in connection with periodic performance and compensation
evaluations. See Option Grants in Fiscal 1999 on page 21. The Committee
believes that these grants were necessary in order to retain key executive
talent in a very competitive environment.

<PAGE> 26

Intuit Performance and CEO Compensation. For fiscal 1999, Mr. Harris, who was
Intuit's President and Chief Executive Officer during fiscal 1999, received a
base salary of $450,000, a performance-based bonus of $465,750 and
performance-sharing payments of $48,522. In determining base salary at the
beginning of fiscal 1999, the Committee considered the Radford Executive
Benchmark Salary Survey, as well as the performance of Intuit and Mr. Harris
during fiscal 1998. The bonus amount for fiscal 1999 was determined at the same
time that fiscal 2000 salary adjustments were made, and it represents slightly
more than his fiscal 1999 salary. The Committee concluded that the bonus amount
was appropriate to recognize Mr. Harris' efforts in expanding Intuit's
Internet-based businesses. In determining the bonus amount, the Committee also
reviewed current comparable market information indicating that Mr. Harris' total
compensation was somewhat below market. The bonus amount was intended to bring
Mr. Harris' total cash compensation more in line with market levels. Although
Mr. Harris did not receive any option grants during fiscal 1999, he received
grants for a total of 1,650,000 shares during fiscal 1997.

Compliance with Section 162(m) of the Internal Revenue Code of 1986. Certain
types of compensation are tax deductible for Intuit under Section 162(m) of the
Tax Code only if performance criteria are specified in detail, and payments are
contingent on stockholder approval of the compensation arrangement. The Equity
Incentive Plan complies with the requirements of Section 162(m) of the Tax Code.
Intuit does not expect that the cash compensation it pays in fiscal 2000 will be
affected by the requirements of Section 162(m). However, since corporate
objectives may not always be consistent with the requirements for full
deductibility, it is conceivable that Intuit may enter into compensation
arrangements in the future under which payments are not deductible under Section
162(m).

FISCAL 1999 COMPENSATION COMMITTEE MEMBERS

Michael R. Hallman
Burton J. McMurtry
L. John Doerr

<PAGE> 27

COMPANY STOCK PRICE PERFORMANCE

The graph below compares the cumulative total stockholder return on Intuit
Common Stock for the last five full fiscal years with the cumulative total
return on the Nasdaq National Market -- U.S. Index and the Hambrecht & Quist
Technology Index for the same period. The graph assumes that $100 was invested
in Intuit Common Stock and in each of the other indexes on July 31, 1994 and
that all dividends were reinvested. The comparisons in the graph below are based
on historical data (with Intuit Common Stock prices based on the closing price
on the dates indicated) and are not intended to forecast the possible future
performance of Intuit's Common Stock.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
AMONG INTUIT INC., THE NASDAQ STOCK MARKET (U.S.) INDEX
AND THE HAMBRECHT & QUIST TECHNOLOGY INDEX

<TABLE>
<CAPTION>
Cumulative Total Return (in dollars)
-------------------------------------------------------------
7/94 7/95 7/96 7/97 7/98 7/99
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
INTUIT INC. 100 240 194 140 276 455
NASDAQ STOCK MARKET (U.S.) 100 140 153 226 266 379
HAMBRECHT & QUIST TECHNOLOGY 100 186 179 302 326 526

</TABLE>

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Since August 1, 1998, there have not been any transactions involving more than
$60,000 between Intuit and any executive officers, directors or 5% stockholders
or any of their immediate family members, except for salary, bonuses and other
compensation, described as required in Executive Compensation (beginning on page
20), the employment contract and termination of employment and change-in-control
arrangements described on page 20, grants of options to non-employee directors
described on page 14, and the transactions described below.

On March 13, 1998, the Compensation Committee of the Board of Directors approved
loans to Raymond Stern and Mark Goines, two Senior Vice Presidents of Intuit, in
connection with their relocation. For Mr. Stern, the principal amount of the
loan was $170,000, the interest rate was 5.54% per year, and all interest and
principal were due no later than 5 years from the date of the loan (or upon
termination of Mr. Stern's employment with Intuit). The loan was secured by Mr.
Stern's former residence, which was subsequently sold, and Mr. Stern repaid the
loan in full in the second fiscal quarter (ended January 31, 1999). For Mr.
Goines, the principal amount of the loan was $200,000, the interest rate is
5.54% per year, interest is payable annually and principal is due no later than
5 years from the date of the loan (or upon termination of Mr. Goines' employment
with Intuit). For as long as Mr. Goines remains an employee of Intuit, $20,000
of principal amount will be forgiven each year on the anniversary of the loan,
up to $100,000. In accordance with this provision, $20,000 of the loan was
forgiven on May 3, 1999 and the amount outstanding as of August 31, 1999 was
$180,000. The loan is secured by his residence.

<PAGE> 28

In May 1998, we participated in the formation of a joint venture company,
Venture Finance Software Corp. ("VFSC"), that is developing certain Web-oriented
finance products. In exchange for a 49% equity interest in VFSC, we granted VFSC
licenses to certain technology and intellectual property rights, and we have
agreed with VFSC not to compete in certain areas of server-based personal
finance for a period of ten years. VFSC is receiving cash funding from other
investors. Of the $46 million potential funding for VFSC, venture capital funds
managed by Kleiner Perkins Caufield & Byers, of which L. John Doerr, a director
of Intuit, is a general partner, have invested $750,000 and have agreed to
invest up to an additional $250,000. Intuit has the option to purchase the
equity interests of the other investors in VFSC between May 4, 2000 and May 4,
2002 at a price to be determined by a formula based on Intuit's stock price
appreciation (subject to certain minimum return levels).

Eric Dunn, Intuit's Senior Vice President and Chief Technology Officer, is
President and a director of VFSC and is devoting substantially all of his time
to the management of VFSC. Pursuant to an Operating Agreement between Intuit and
VFSC, all of VFSC's development and commercialization efforts, as well as
operating services (such as financing and accounting) are performed by Intuit
and its employees. Intuit receives payments from VFSC based on Intuit's costs of
providing these services. Consistent with the Operating Agreement, Mr. Dunn
continues to receive salary and bonus compensation from Intuit for his services
to VFSC. In addition, in connection with the formation of VFSC, Mr. Dunn
received an option to purchase shares of stock of VFSC representing
approximately 5% of the outstanding shares. The option generally vests at the
end of four years, with monthly prorated vesting if Mr. Dunn is terminated
without cause prior to four years, and no vesting if Mr. Dunn voluntarily
resigns prior to four years. However, if Intuit elects to exercise the Purchase
Option, vesting of Mr. Dunn's option will accelerate. The percentage of the
option that will vest will depend on the then-current value of VFSC, with a
higher value leading to a greater percentage vesting. Any shares purchased by
Mr. Dunn on exercise of his option will be purchased by Intuit, along with the
equity interests of other investors, and at the same formula price, if and when
Intuit exercises the Purchase Option. Mr. Dunn is not eligible to receive any
additional Intuit stock options during his tenure with VFSC.

STOCKHOLDER PROPOSALS

Under SEC rules, any stockholder who intends to present a proposal at Intuit's
next Annual Meeting of Stockholders must submit the proposal to Intuit, at our
principal executive offices, no later than July 1, 2000 in order for the
proposal to be included in our Proxy Statement and proxy for the meeting. Any
stockholder who wishes to bring a proposal before the Intuit 2001 Annual Meeting
of Stockholders, but does not wish to include it in the Company's proxy
materials, must provide written notice of the proposal to Intuit's Secretary, at
our principal executive offices, after July 31, 2000 and before August 30, 2000.

SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires Intuit's
directors, executive officers, and 10% stockholders to file forms with the SEC
to report their ownership of Intuit shares and any changes in ownership. Anyone
required to file forms with the SEC must also send copies of the forms to
Intuit. We have reviewed all forms provided to us. Based on that review and on
written information given to us by our executive officers and directors, we
believe that all Section 16(a) filing requirements were met during fiscal 1999,
except that Mr. Cook filed one late Form 4 with respect to two sales of Common
Stock in June 1999.

OTHER BUSINESS

Our Board of Directors does not currently intend to bring any other business
before the Meeting, and is not aware of any other business to be brought before
the Meeting. If any other business is properly brought before the Meeting, the
proxies will be voted in accordance with the judgment of the proxy holders.

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND
PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.

25
<PAGE> 29
INTUIT INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 30, 1999

The undersigned hereby appoints William V. Campbell, Greg J. Santora and
Catherine L. Valentine, or any of them, each with full power of substitution, to
represent the undersigned at the Annual Meeting of Stockholders of Intuit Inc.
to be held at 8:00 a.m. P.S.T. on November 30, 1999, at Intuit's offices at 2550
Garcia Avenue, Mountain View, California, and at any adjournments or
postponements thereof, and to vote the number of shares the undersigned would be
entitled to vote if personally present at the meeting on the following matters:

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF ALL
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS AND FOR PROPOSALS 2, 3, 4, 5, 6
AND 7.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF INTUIT.
THIS PROXY WILL BE VOTED AS DIRECTED. IN THE ABSENCE OF DIRECTION, THIS PROXY
WILL BE VOTED FOR THE NOMINEES FOR ELECTION AND FOR PROPOSALS 2, 3, 4, 5, 6 AND
7. IN THEIR DISCRETION, THE PROXY HOLDERS ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF TO
THE EXTENT AUTHORIZED BY RULE 14a-4(c) PROMULGATED BY THE SECURITIES AND
EXCHANGE COMMISSION AND BY APPLICABLE STATE LAWS (INCLUDING MATTERS THAT THE
PROXY HOLDERS DO NOT KNOW, A REASONABLE TIME BEFORE THIS SOLICITATION, ARE TO BE
PRESENTED).

(CONTINUED, AND TO BE MARKED, DATED AND SIGNED, ON THE OTHER SIDE)

<PAGE> 30
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!

ANNUAL MEETING OF STOCKHOLDERS
INTUIT INC.

NOVEMBER 30, 1999

[X] PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE.

<TABLE>
<S> <C> <C> <C>
FOR WITHHOLD
all nominees listed AUTHORITY
(except as indicated to vote for all
to the contrary) nominees listed

1. ELECTION OF
DIRECTORS [ ] [ ] Nominees: Christopher W. Brody
William V. Campbell
Scott D. Cook
L. John Doerr
Donna L. Dubinsky
Michael R. Hallman
William H. Harris Jr.
Burton J. McMurtry
</TABLE>

(INSTRUCTIONS: To withhold authority to vote for any individual nominee, write
the nominee's name on the space provided below.)

<TABLE>
FOR AGAINST ABSTAIN
<S> <C> <C> <C> <C>
2. Amend the Intuit Inc. Certificate [ ] [ ] [ ]
of Incorporation to increase the
number of shares of authorized
common stock by 500,000,000 shares
(from 250,000,000 shares to
750,000,000 shares).

3. Amend the Intuit Inc. Certificate [ ] [ ] [ ]
of Incorporation to (i) increase
the number of shares of authorized
preferred stock by 3,655,082 shares
(from 1,344,918 shares to 5,000,000
shares) and (ii) eliminate all
authorized Series A Preferred
Stock.

4. Amend the Intuit Inc. 1993 Equity [ ] [ ] [ ]
Incentive Plan to increase the
number of shares of Common Stock
available under the plan by
8,900,000 shares (from 47,235,000
shares to 56,135,000 shares).

5. Amend the Intuit Inc. 1996 Employee [ ] [ ] [ ]
Stock Purchase Plan to increase the
number of shares of Common Stock
available under the plan by 400,000
shares (from 2,400,000 shares to
2,800,000 shares).

6. Amend the Intuit Inc. 1996 [ ] [ ] [ ]
Directors Stock Option Plan to (i)
increase the number of shares of
Common Stock available under the
plan by 100,000 shares (from
585,000 shares to 685,000 shares),
(ii) increase the size of future
option grants to reflect our recent
3-for-1 stock split and (iii)
lengthen the vesting period for
future option grants.

7. Ratify the appointment of Ernst & [ ] [ ] [ ]
Young LLP as our independent
auditors for fiscal 2000.

8. The transaction of such other
business as may properly come
before the meeting or any
adjournments or postponements of
the meeting.
</TABLE>

Whether or not you plan to attend the meeting in person, you are urged to
complete, date, sign and promptly mail this proxy in the enclosed return
envelope so that your shares may be represented at the meeting.

Signature ___________________________________ Dated: ____________, 1999

Signature (if held jointly __________________ Dated: ____________, 1999

NOTE: Please sign exactly as your name(s) appear(s) on your stock certificate.
If shares of stock stand of record in the names of two or more persons or in the
name of husband and wife, whether as joint tenants or otherwise, both or all of
such persons should sign the proxy. If shares of stock are held of record by a
corporation, the proxy should be executed by the president or vice president and
the secretary or assistant secretary. Executors, administrators or other
fiduciaries who execute the above proxy for a stockholder should give their full
title. Please date the proxy.