REGISTRANT'S 1996 DIRECTORS STOCK OPTION PLAN

EXHIBIT 4.01


INTUIT INC.

1996 DIRECTORS STOCK OPTION PLAN

As Adopted October 7, 1996
As Amended through November 30, 1999


1. PURPOSE. This 1996 Directors Stock Option Plan (this "Plan") is
established to provide equity incentives for non-employee members of the Board
of Directors of Intuit Inc. (the "Company"), who are described in Section 6.1
below, by granting such persons options to purchase shares of stock of the
Company.

2. ADOPTION AND STOCKHOLDER APPROVAL. This Plan will become effective on
the date (the "Effective Date") on which it is adopted by the Board of Directors
of the Company (the "Board"). This Plan shall be approved by the stockholders of
the Company, consistent with applicable laws, within twelve (12) months after
the date this Plan is adopted by the Board. Options ("Options") may be granted
under this Plan after the Effective Date provided that, in the event that
stockholder approval is not obtained within the time period provided herein,
this Plan, and all Options granted hereunder, shall terminate. No Option that is
issued as a result of any increase in the number of shares authorized to be
issued under this Plan shall be exercised prior to the time such increase has
been approved by the stockholders of the Company and all such Options granted
pursuant to such increase shall similarly terminate if such stockholder approval
is not obtained. The amendments to the Plan that were approved by the Board in
October 1999 and were subject to stockholder approval will become effective on
the date on which they are approved by the the stockholders of the Company at
the next annual stockholders meeting (the "Amendment Approval Date").

3. TYPES OF OPTIONS AND SHARES. Options granted under this Plan shall be
non-qualified stock options ("NQSOs"). The shares of stock that may be purchased
upon exercise of Options granted under this Plan (the "Shares") are shares of
the Common Stock of the Company.

4. NUMBER OF SHARES. The maximum number of Shares that may be issued
pursuant to Options granted under this Plan (the "Maximum Number") is 685,000
Shares, subject to adjustment as provided in this Plan. If any Option is
terminated for any reason without being exercised in whole or in part, the
Shares thereby released from such Option shall be available for purchase under
other Options subsequently granted under this Plan. At all times during the term
of this Plan, the Company shall reserve and keep available such number of Shares
as shall be required to satisfy the requirements of outstanding Options granted
under this Plan; provided, however, that if the aggregate number of Shares
subject to outstanding Options granted under this Plan plus the aggregate number
of Shares previously issued by the Company pursuant to the exercise of Options
granted under this Plan equals or exceeds the Maximum Number, then
notwithstanding anything herein to the contrary, no further Options may be
granted under this Plan until the Maximum Number is increased or the aggregate
number of Shares subject to outstanding Options granted under this Plan plus the
aggregate number of Shares previously



Intuit, Inc.
1996 Directors' Stock Option Plan


issued by the Company pursuant to the exercise of Options granted under this
Plan is less than the Maximum Number.

5. ADMINISTRATION. This Plan shall be administered by the Board or by a
committee of not less than two members of the Board appointed to administer this
Plan (the "Committee"). As used in this Plan, references to the Committee shall
mean either such Committee or the Board if no Committee has been established.
The interpretation by the Committee of any of the provisions of this Plan or any
Option granted under this Plan shall be final and binding upon the Company and
all persons having an interest in any Option or any Shares purchased pursuant to
an Option.

6. ELIGIBILITY AND AWARD FORMULA.

6.1 Eligibility. Options shall be granted only to directors of the
Company who are not current or former employees of the Company or any Parent,
Subsidiary or Affiliate of the Company, as those terms are defined in Section 17
below (each such person referred to as an "Optionee").

6.2 Initial Grant. Each Optionee who first becomes a member of the
Board will automatically be granted an Option for 45,000 Shares (the "Initial
Grant").

6.3 Succeeding Grants. On each anniversary of an Initial Grant,
each Optionee will automatically be granted an Option for 22,500 Shares.
Notwithstanding anything in this Section 6.3 to the contrary, if the Company's
stockholders approve the amendments submitted for their approval on the
Amendment Approval Date, each Optionee who received an award in the thirty days
preceding the Amendment Approval Date shall, on the Amendment Approval Date, be
granted an Option for 22,500 Shares reduced by the number of Shares received
during such thirty-day period. Each such option granted to an Optionee shall be
referred to as a "Succeeding Grant."

7. TERMS AND CONDITIONS OF OPTIONS. Subject to the following and to
Section 6 above:

7.1 Form of Option Grant. Each Option granted under this Plan shall
be evidenced by a written Stock Option Grant ("Grant") in such form (which need
not be the same for each Optionee) as the Committee or its delegees shall from
time to time approve, which Grant shall comply with and be subject to the terms
and conditions of this Plan.

7.2 Vesting.

(a) Options granted prior to February 19, 1999 shall become
exercisable as they vest according to the following vesting schedule: each
Initial Grant and Succeeding Grant will vest as to twenty-five percent (25%) of
the Shares upon the first anniversary of the date such Option is granted and an
additional 2.0833% of the Shares each month thereafter, so long as the Optionee
continuously remains a director or a consultant of the Company.

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1996 Directions Stock Option Plan


(b) Options granted under this Plan on or after February 19, 1999
but prior to the Amendment Approval Date shall be fully vested and exercisable
on the date of grant.

(c) Options granted on or after the Amendment Approval Date shall
become exercisable as they vest according to the following vesting schedule: (i)
each Initial Grant will vest as to 25% of the Shares upon the first anniversary
of the date such Option is granted and an additional 2.0833% of the Shares each
month thereafter, so long as the Optionee continuously remains a director or a
consultant of the Company, and (ii) each Succeeding Grant will vest as to 50% of
the Shares upon the first anniversary of the date such Option is granted and an
additional 4.1666% of the Shares each month thereafter, so long as the Optionee
continuously remains a director or a consultant of the Company.

(d) Any Option granted to an Optionee will vest as to 100% of the
Shares subject to such Option, if the Optionee ceases to be a member of the
Board or a consultant of the Company due to "total disability" or death (or his
or her death occurs within three months of the Termination Date). For purposes
of this Section 7.2(d), "total disability" shall mean: (A) (i) for so long as
such definition is used for purposes of the Company's group life insurance and
accidental death and dismemberment plan or group long term disability plan, that
the Optionee is unable to perform each of the material duties of any gainful
occupation for which the Optionee is or becomes reasonably fitted by training,
education or experience and which total disability is in fact preventing the
Optionee from engaging in any employment or occupation for wage or profit; or,
(ii) if such definition has changed, such other definition of "total disability"
as determined under the Company's group life insurance and accidental death and
dismemberment plan or group long term disability plan; and (B) the Company shall
have received from the Optionee's primary physician a certification that the
Optionee's total disability is likely to be permanent.

7.3 Exercise Price. The exercise price of an Option shall be the
Fair Market Value (as defined in Section 17.4) of the Shares at the time that
the Option is granted.

7.4 Termination of Option. Except as provided below in this
Section, each Option shall expire ten (10) years after its date of grant (the
"Expiration Date"). The Option shall expire when the Optionee ceases to be a
member of the Board or a consultant of the Company. The date on which the
Optionee ceases to be a member of the Board or a consultant of the Company shall
be referred to as the "Termination Date." An Option may be exercised after the
Termination Date only as set forth below:

(a) Termination Generally. If the Optionee ceases to be a member
of the Board or consultant of the Company for any reason except death or
disability, then each vested Option (as defined in Section 7.2 of this Plan)
then held by such Optionee may be exercised by the Optionee within seven (7)
months after the Termination Date, but in no event later than the Expiration
Date.

(b) Death or Disability. If the Optionee ceases to be a member of
the Board or consultant of the Company because of the death of the Optionee or
the disability of the


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Optionee within the meaning of Section 22(e)(3) of the Internal Revenue Code of
1986, as amended (the "Code"), then each vested Option (as defined in Section
7.2 of this Plan) then held by such Optionee may be exercised by the Optionee
(or the Optionee's legal representative) within twelve (12) months after the
Termination Date, but in no event later than the Expiration Date.

8. EXERCISE OF OPTIONS.

8.1 Exercise Period. Subject to the provisions of Section 8.5
below, Options granted on or after February 19, 1999 but prior to the Amendment
Approval Date shall be fully vested and exercisable on the date of grant.
Options granted prior to February 19, 1999 and Options granted on or after the
Amendment Approval Date shall be exercisable as they vest.

8.2 Notice. Options may be exercised only by delivery to the
Company of an exercise agreement in a form approved by the Committee or its
delegees stating the number of Shares being purchased, the restrictions imposed
on the Shares and such representations and agreements regarding the Optionee's
investment intent and access to information as may be required by the Company to
comply with applicable securities laws, together with payment in full of the
exercise price for the number of Shares being purchased.

8.3 Payment. Payment for the Shares purchased upon exercise of an
Option may be made (a) in cash or by check; (b) by surrender of shares of Common
Stock of the Company that have been owned by the Optionee for more than six (6)
months (and which have been paid for within the meaning of Securities and
Exchange Commission ("SEC") Rule 144 and, if such shares were purchased from the
Company by use of a promissory note, such note has been fully paid with respect
to such shares) or were obtained by the Optionee in the open public market,
having a Fair Market Value equal to the exercise price of the Option; (c) by
waiver of compensation due or accrued to the Optionee for services rendered; (d)
provided that a public market for the Company's stock exists, through a "same
day sale" commitment from the Optionee and a broker-dealer that is a member of
the National Association of Securities Dealers (an "NASD Dealer") whereby the
Optionee irrevocably elects to exercise the Option and to sell a portion of the
Shares so purchased to pay for the exercise price and whereby the NASD Dealer
irrevocably commits upon receipt of such Shares to forward the exercise price
directly to the Company; (e) provided that a public market for the Company's
stock exists, through a "margin" commitment from the Optionee and an NASD Dealer
whereby the Optionee irrevocably elects to exercise the Option and to pledge the
Shares so purchased to the NASD Dealer in a margin account as security for a
loan from the NASD Dealer in the amount of the exercise price, and whereby the
NASD Dealer irrevocably commits upon receipt of such Shares to forward the
exercise price directly to the Company; or (f) by any combination of the
foregoing.

8.4 Withholding Taxes. Prior to issuance of the Shares upon
exercise of an Option, the Optionee shall pay or make adequate provision for any
federal or state withholding obligations of the Company, if applicable.

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Intuit Inc.
1996 Directions Stock Option Plan


8.5 Limitations on Exercise. Notwithstanding the exercise periods
set forth in the Grant, exercise of an Option shall always be subject to the
following limitations:

(a) An Option shall not be exercisable until such time as this
Plan (or, in the case of Options granted pursuant to an amendment increasing the
number of shares that may be issued pursuant to this Plan, such amendment) has
been approved by the stockholders of the Company in accordance with Section 15
below.

(b) An Option shall not be exercisable unless such exercise is in
compliance with the Securities Act of 1933, as amended (the "Securities Act")
and all applicable state securities laws, as they are in effect on the date of
exercise.

(c) The Committee may specify a reasonable minimum number of
Shares that may be purchased upon any exercise of an Option, provided that such
minimum number will not prevent the Optionee from exercising the full number of
Shares as to which the Option is then exercisable.

9. NONTRANSFERABILITY OF OPTIONS. During the lifetime of the Optionee,
an Option shall be exercisable only by the Optionee or by the Optionee's
guardian or legal representative, unless otherwise permitted by the Committee.
No Option may be sold, pledged, assigned, hypothecated, transferred or disposed
of in any manner other than by will or by the laws of descent and distribution.

10. PRIVILEGES OF STOCK OWNERSHIP. No Optionee shall have any of the
rights of a stockholder with respect to any Shares subject to an Option until
the Option has been validly exercised. No adjustment shall be made for dividends
or distributions or other rights for which the record date is prior to the date
of exercise, except as provided in this Plan. The Company shall provide to each
Optionee a copy of the annual financial statements of the Company, at such time
after the close of each fiscal year of the Company as they are released by the
Company to its stockholders.

11. ADJUSTMENT OF OPTION SHARES. In the event that the number of
outstanding shares of Common Stock of the Company is changed by a stock
dividend, stock split, reverse stock split, combination, reclassification or
similar change in the capital structure of the Company without consideration,
the number of Shares available under this Plan and the number of Shares subject
to outstanding Options and the exercise price per share of such outstanding
Options shall be proportionately adjusted, subject to any required action by the
Board or stockholders of the Company and compliance with applicable securities
laws; provided, however, that no fractional shares shall be issued upon exercise
of any Option and any resulting fractions of a Share shall be rounded up to the
nearest whole Share.

12. NO OBLIGATION TO CONTINUE AS DIRECTOR. Nothing in this Plan or any
Option granted under this Plan shall confer on any Optionee any right to
continue as a director of the Company.


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1996 Directions Stock Option Plan


13. COMPLIANCE WITH LAWS. The grant of Options and the issuance of
Shares upon exercise of any Options shall be subject to and conditioned upon
compliance with all applicable requirements of law, including without limitation
compliance with the Securities Act, compliance with all other applicable state
securities laws and compliance with the requirements of any stock exchange or
national market system on which the Shares may be listed. The Company shall be
under no obligation to register the Shares with the SEC or to effect compliance
with the registration or qualification requirement of any state securities laws,
stock exchange or national market system.

14. ACCELERATION OF OPTIONS UPON CERTAIN CORPORATE TRANSACTIONS. In the
event of (a) a dissolution or liquidation of the Company, (b) a merger or
consolidation in which the Company is not the surviving corporation (other than
a merger or consolidation with a wholly-owned subsidiary, a reincorporation of
the Company in a different jurisdiction, or other transaction in which there is
no substantial change in the stockholders of the Company or their relative stock
holdings and the Options granted under this Plan are assumed or replaced by the
successor corporation, which assumption will be binding on all Optionees), (c) a
merger in which the Company is the surviving corporation but after which the
stockholders of the Company (other than any stockholder which merges (or which
owns or controls another corporation which merges) with the Company in such
merger) own less than 50% of the shares or other equity interests in the
Company, (d) the sale of substantially all of the assets of the Company, or (e)
the acquisition, sale or transfer of a majority of the outstanding shares of the
Company by tender offer or similar transaction, the vesting of all options
granted pursuant to this Plan will accelerate and the options will become
exercisable in full prior to the consummation of such event at such times and on
such conditions as the Committee determines, and if such options are not
exercised prior to the consummation of the corporate transaction, they shall
terminate in accordance with the provisions of this Plan.

15. AMENDMENT OR TERMINATION OF PLAN. The Committee may at any time
terminate or amend this Plan (but may not terminate or amend the terms of any
outstanding option without the consent of the Optionee); provided, however, that
the Committee shall not, without the approval of the stockholders of the
Company, increase the total number of Shares available under this Plan (except
by operation of the provisions of Sections 4 and 11 above) or broaden the class
of persons eligible to receive Options. In any case, no amendment of this Plan
may adversely affect any then outstanding Options or any unexercised portions
thereof without the written consent of the Optionee.

16. TERM OF PLAN. Options may be granted pursuant to this Plan from time
to time within a period of ten (10) years from the Effective Date.

17. CERTAIN DEFINITIONS. As used in this Plan, the following terms shall
have the following meanings:

17.1 "Parent" means any corporation (other than the Company) in an
unbroken chain of corporations ending with the Company if each of such
corporations other than the

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Intuit Inc.
1996 Directions Stock Option Plan


Company owns stock possessing 50% or more of the total combined voting power of
all classes of stock in one of the other corporations in such chain.

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

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

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

(a) if such Common Stock is then quoted on the Nasdaq National
Market, its last reported sale price on the Nasdaq National
Market or, if no such reported sale takes place on such
date, the average of the closing bid and asked prices;

(b) if such Common Stock is publicly traded and is then listed
on a national securities exchange, its last reported sale
price or, if no such reported sale takes place on such
date, the average of the closing bid and asked prices on
the principal national securities exchange on which the
Common Stock is listed or admitted to trading;

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

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



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