<PAGE>   1
                                                                    EXHIBIT 4.01

                                   INTUIT INC.

                        1996 EMPLOYEE STOCK PURCHASE PLAN

                           As Adopted October 7, 1996
                      As Amended through December 8, 2000


        1. ESTABLISHMENT OF PLAN. The Company proposes to grant options for
purchase of the Company's Common Stock, $0.01 par value, to eligible employees
of the Company and Participating Subsidiaries pursuant to this Plan. A total of
3,200,000 shares of the Company's Common Stock is reserved for issuance under
this Plan. Such number shall be subject to adjustments effected in accordance
with Section 14 of this Plan. The Company intends this Plan to qualify as an
"employee stock purchase plan" under Section 423 of the Code (including any
amendments to or replacements of such Section), and this Plan shall be so
construed. Capitalized terms not defined in the text are defined in Section 26
below. Any term not expressly defined in this Plan that is defined in Section
423 of the Code shall have the same definition herein.

        2. PURPOSE. The purpose of this Plan is to provide eligible employees of
the Company and Participating Subsidiaries with a convenient means of acquiring
an equity interest in the Company through payroll deductions, to enhance such
employees' sense of participation in the affairs of the Company and
Participating Subsidiaries, and to provide an incentive for continued
employment.

        3. ADMINISTRATION. This Plan shall be administered by the Committee.
Subject to the provisions of this Plan and the limitations of Section 423 of the
Code or any successor provision in the Code, all questions of interpretation or
application of this Plan and any agreement or document executed pursuant to this
Plan shall be determined by the Committee and its decisions shall be final and
binding upon all Participants. The Committee shall have full power and authority
to prescribe, amend and rescind rules and regulations relating to this Plan,
including determining the forms and agreements used in connection with this
Plan; provided that the Committee may delegate to the President, the Chief
Financial Officer or the officer in charge of Human Resources, in consultation
with the General Counsel or her designee, the authority to approve revisions to
the forms and agreements used in connection with this Plan that are designed to
facilitate administration of the Plan and that are not inconsistent with the
Plan or with any resolutions of the Committee relating to the Plan. The
Committee may amend this Plan, except for amendments described in Section 25
that require Board and stockholder approval. Members of the Committee shall
receive no compensation for their services in connection with the administration
of this Plan, other than standard fees as established from time to time by the
Board for services rendered by Committee members serving on Board committees.
All expenses incurred in connection with the administration of this Plan shall
be paid by the Company.

        4. ELIGIBILITY. Any employee of the Company or of any Participating
Subsidiary is eligible to participate in an Offering Period under this Plan
except the following:

                (a) employees who are not employed fifteen (15) days before the
beginning of such Offering Period;

                (b) employees who are customarily employed for less than twenty
(20) hours per week;



<PAGE>   2

                                                                     Intuit Inc.
                                               1996 Employee Stock Purchase Plan
                                             As Amended through October 25, 2000



                (c) employees who are customarily employed for less than five
(5) months in a calendar year; and

                (d) employees who, together with any other person whose stock
would be attributed to such employee pursuant to Section 424(d) of the Code, own
stock or hold options to purchase stock possessing five percent (5%) or more of
the total combined voting power or value of all classes of stock of the Company
or any of its Subsidiaries or who, as a result of being granted an option under
this Plan with respect to such Offering Period, would own stock or hold options
to purchase stock possessing five percent (5%) or more of the total combined
voting power or value of all classes of stock of the Company or any of its
Subsidiaries.

        An individual who provides services to the Company, or any Participating
Subsidiary, as an independent contractor shall not be considered an "employee"
for purposes of this Section 4 or this Plan, and shall not be eligible to
participate in the Plan, except during such periods as the Company or the
Participating Subsidiary, as applicable, is required to withhold U.S. federal
employment taxes for the individual. This exclusion from participation shall
apply even if the individual is reclassified as an employee, rather than an
independent contractor, for any purpose other than U.S. federal employment tax
withholding.

        5. OFFERING DATES.

                (a) Prior to June 16, 2001, Offering Periods shall be of six (6)
months duration commencing on December 16 and June 16 of each year and ending on
June 15 and December 15 of each year, except for the first and second Offering
Periods under this Plan. The first Offering Period began on January 1, 1997 and
ended on June 30, 1997, and the second Offering Period began on July 1, 1997 and
ended on December 15, 1997.

                (b) Effective June 16, 2001, Offering Periods shall be of twelve
(12) months duration commencing on December 16 and June 16 of each year and
ending on the following June 15 and December 15. Each Offering Period shall
consist of two six-month Purchase Periods during which payroll deductions of the
Participants are accumulated under this Plan.

                (c) The Board shall have the power to change the duration of
Offering Periods with respect to future offerings without stockholder approval
if such change is announced at least fifteen (15) days prior to the scheduled
beginning of the first Offering Period to be affected.

        6. PARTICIPATION IN THIS PLAN. An eligible employee may become a
Participant in an Offering Period on the first Offering Date after satisfying
the eligibility requirements by delivering a subscription agreement to the
Company not later than fifteen (15) days before such Offering Date, unless a
later time for filing the subscription agreement authorizing payroll deductions
is set by the Committee for all eligible employees with respect to a given
Offering Period. An eligible employee who does not deliver a subscription
agreement to the Company by such date after becoming eligible to participate in
such Offering Period shall not participate in that Offering Period or any
subsequent Offering Period unless such employee enrolls in this Plan by filing a
subscription agreement with the Company not later than fifteen (15) days
preceding a subsequent Offering Date. A Participant will automatically
participate in each Offering Period commencing immediately following the last
day of the prior Offering Period unless he or she withdraws or is deemed to
withdraw from this Plan or terminates further participation in the Offering
Period as set forth in Section 11 below. A Participant is not required to file
any additional subscription agreement in order to continue participation in this
Plan.



<PAGE>   3
                                                                     Intuit Inc.
                                               1996 Employee Stock Purchase Plan
                                             As Amended through October 25, 2000



        7. GRANT OF OPTION ON ENROLLMENT. Enrollment by an eligible employee in
this Plan with respect to an Offering Period will constitute the grant (as of
the Offering Date) by the Company to such Participant of an option to purchase
on the Purchase Date up to that number of shares of Common Stock of the Company
determined by dividing (a) the amount accumulated in such employee's payroll
deduction account during the applicable Purchase Period in such Offering Period
by (b) the lower of (i) eighty-five percent (85%) of the Fair Market Value of a
share of the Company's Common Stock on the Offering Date (but in no event less
than the par value of a share of the Company's Common Stock), or (ii)
eighty-five percent (85%) of the Fair Market Value of a share of the Company's
Common Stock on the Purchase Date (but in no event less than the par value of a
share of the Company's Common Stock); provided, however, that the number of
shares of the Company's Common Stock subject to any option granted pursuant to
this Plan shall not exceed the maximum number of shares which may be purchased
pursuant to Sections 10(a), 10(b) or 10(c) below with respect to the applicable
Purchase Period. The fair market value of a share of the Company's Common Stock
shall be determined as provided in Section 8 hereof.

        8. PURCHASE PRICE. The purchase price per share at which a share of
Common Stock will be sold in any Offering Period shall be eighty-five percent
(85%) of the lesser of:

                (a) The Fair Market Value on the Offering Date; or

                (b) The Fair Market Value on the Purchase Date;

provided, however, that in no event may the purchase price per share of the
Company's Common Stock be below the par value per share of the Company's Common
Stock.

        9. PAYMENT OF PURCHASE PRICE; CHANGES IN PAYROLL DEDUCTIONS; ISSUANCE OF
SHARES.

                (a) The purchase price of the shares is accumulated by regular
payroll deductions made during each Purchase Period in an Offering Period. The
deductions are made as a percentage of the Participant's compensation in one
percent (1%) increments not less than two percent (2%), nor greater than ten
percent (10%) or such lower limit set by the Committee. Compensation shall mean
base salary and commissions. Payroll deductions shall commence on the first
payday of each Purchase Period and shall end on the last payday that occurs in
such Purchase Period unless sooner altered or terminated as provided in this
Plan.

                (b) A Participant may lower (but not increase) the rate of
payroll deductions during an Offering Period by filing with the Company a new
authorization for payroll deductions, in which case the new rate shall become
effective for the next payroll period commencing more than fifteen (15) days
after the Company's receipt of the authorization and shall continue for the
remainder of the Offering Period unless changed as described below. Such change
lowering the rate of payroll deductions may be made at any time during an
Offering Period, but not more than one (1) change may be made effective during
any Purchase Period. A Participant may increase or decrease the rate of payroll
deductions for any subsequent Offering Period by filing with the Company a new
authorization for payroll deductions not later than fifteen (15) days before the
beginning of such Offering Period.

                (c) Effective December 16, 2000, a participant may reduce his or
her payroll deduction rate to zero during an Offering Period by filing with the
Company a request to cease payroll deductions. Such request shall be effective
beginning with the next payroll period commencing more than fifteen (15) days
after the Company's receipt of the request and no further payroll deductions
will be made for the duration of the Offering Period. Payroll deductions
credited to the Participant's account prior to the effective date of the request
shall be used to purchase shares of Common Stock of the Company in accordance
with



<PAGE>   4
                                                                     Intuit Inc.
                                               1996 Employee Stock Purchase Plan
                                             As Amended through October 25, 2000



Section 9(e) below. A Participant may not resume making payroll deductions
during the Offering Period in which he or she reduces his or her payroll
deduction rate to zero.

                (d) All payroll deductions made for a Participant are credited
to his or her account under this Plan and are deposited with the general funds
of the Company. No interest accrues on the payroll deductions. All payroll
deductions received or held by the Company may be used by the Company for any
corporate purpose, and the Company shall not be obligated to segregate such
payroll deductions.

                (e) On each Purchase Date, so long as this Plan remains in
effect and provided that the Participant has not timely submitted a signed and
completed withdrawal form before that date which notifies the Company that the
Participant wishes to withdraw from that Offering Period under this Plan and
have all payroll deductions accumulated in the account maintained on behalf of
the Participant as of that date returned to the Participant, the Company shall
apply the funds then in the Participant's account to the purchase of whole
shares of Common Stock reserved under the option granted to such Participant
with respect to the Offering Period to the extent that such option is
exercisable on the Purchase Date. The purchase price per share shall be as
specified in Section 8 of this Plan. Any cash remaining in a Participant's
account after such purchase of shares because the amount is insufficient to
purchase a whole share shall be carried forward, without interest, into the next
Purchase Period. Any cash remaining in a Participant's account after such
purchase due to the limitations in Section 10 below shall be returned to the
Participant, without interest. No Common Stock shall be purchased on a Purchase
Date on behalf of any employee whose participation in this Plan has terminated
prior to such Purchase Date.

                (f) As promptly as practicable after the Purchase Date, the
Company shall issue shares representing the shares purchased.

                (g) During a Participant's lifetime, such Participant's option
to purchase shares hereunder is exercisable only by him or her. The Participant
will have no interest or voting right in shares covered by his or her option
until such option has been exercised. Shares issued for the benefit of a
Participant under this Plan will be issued in the name of the Participant or in
the name of the Participant and his or her spouse.

        10. LIMITATIONS ON SHARES TO BE PURCHASED.

                (a) No Participant shall be entitled to purchase stock under
this Plan at a rate which, when aggregated with his or her rights to purchase
stock under all other employee stock purchase plans of the Company or any
Subsidiary, exceeds $25,000 in fair market value, determined as of the Offering
Date (or such other limit as may be imposed by the Code) for each calendar year
in which the employee is a Participant in this Plan.

                (b) No more than twice the number of shares that the Participant
could have purchased on an Offering Date may be purchased by a Participant on
any single Purchase Date within that Offering Period.

                (c) No Participant shall be entitled to purchase more than the
Maximum Share Amount on any single Purchase Date. Not less than thirty (30) days
prior to the commencement of any Offering Period, the Committee may, in its sole
discretion, set a Maximum Share Amount. In no event shall the Maximum Share
Amount exceed the amounts permitted under Section 10(b) above. If a new Maximum
Share Amount is set, then all Participants must be notified of such Maximum
Share Amount not less than fifteen (15) days prior to the commencement of the
next Offering Period. Once the Maximum Share Amount is



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                                                                     Intuit Inc.
                                               1996 Employee Stock Purchase Plan
                                             As Amended through October 25, 2000



set, it shall continue to apply with respect to all succeeding Offering Periods
unless revised by the Committee as set forth above.

                (d) If the number of shares to be purchased on a Purchase Date
by all Participants exceeds the number of shares then available for issuance
under this Plan, then the Company will make a pro rata allocation of the
remaining shares in as uniform a manner as shall be reasonably practicable and
as the Committee shall determine to be equitable. In such event, the Company
shall give written notice of such reduction of the number of shares to be
purchased under a Participant's option to each Participant affected thereby.

                (e) Any payroll deductions accumulated in a Participant's
account which are not used to purchase stock due to the limitations in this
Section 10 shall be returned to the Participant as soon as practicable after the
end of the applicable Purchase Period, without interest.

        11. WITHDRAWAL.

                (a) Each Participant may withdraw from an Offering Period under
this Plan by signing and delivering to the Company a written notice to that
effect on a form provided for such purpose. Such withdrawal may be elected at
any time at least fifteen (15) days prior to the end of an Offering Period.

                (b) Upon withdrawal from this Plan, the accumulated payroll
deductions shall be returned to the withdrawn Participant, without interest, and
his or her interest in this Plan shall terminate. In the event a Participant
voluntarily elects to withdraw from this Plan, he or she may not resume his or
her participation in this Plan during the same Offering Period, but he or she
may participate in any Offering Period under this Plan which commences on a date
subsequent to such withdrawal by filing a new authorization for payroll
deductions in the same manner as set forth above for initial participation in
this Plan.

                (c) If the Fair Market Value on the first day of a current
Offering Period in which a Participant is enrolled is higher than the Fair
Market Value on the first day of any subsequent Offering Period, the Company
will automatically enroll such Participant in the subsequent Offering Period.
Any funds accumulated in the Participant's account prior to the first day of
such subsequent Offering Period will be applied to the purchase of shares on the
Purchase Date immediately prior to the first day of such subsequent Offering
Period. A Participant does not need to file any forms with the Company to
automatically be enrolled in the subsequent Offering Period.

        12. TERMINATION OF EMPLOYMENT. Termination of a Participant's employment
for any reason, including retirement, death or the failure of a Participant to
remain an eligible employee under Section 4 above, immediately terminates his or
her participation in this Plan. In such event, the payroll deductions credited
to the Participant's account will be returned to him or her or, in the case of
his or her death, to his or her legal representative, without interest. For
purposes of this Section 12, an employee will not be deemed to have terminated
employment or failed to remain an eligible employee in the case of sick leave,
military leave, or any other leave of absence approved by the Committee;
provided that such leave is for a period of not more than ninety (90) days or
reemployment upon the expiration of such leave is guaranteed by contract or
statute.

        13. RETURN OF PAYROLL DEDUCTIONS. In the event a Participant's interest
in this Plan is terminated by withdrawal, termination of employment or
otherwise, or in the event this Plan is terminated, the



<PAGE>   6

                                                                     Intuit Inc.
                                               1996 Employee Stock Purchase Plan
                                             As Amended through October 25, 2000



Company shall promptly deliver to the Participant all payroll deductions
credited to such Participant's account. No interest shall accrue on the payroll
deductions of a Participant in this Plan.

        14. CAPITAL CHANGES. Subject to any required action by the stockholders
of the Company, the number of shares of Common Stock covered by each option
under this Plan which has not yet been exercised and the number of shares of
Common Stock which have been authorized for issuance under this Plan but have
not yet been placed under option, as well as the price per share of Common Stock
covered by each option under this Plan which has not yet been exercised, shall
be proportionately adjusted for any increase or decrease in the number of issued
and outstanding shares of Common Stock of the Company resulting from a stock
split or the payment of a stock dividend (but only on the Common Stock) or any
other increase or decrease in the number of issued and outstanding shares of
Common Stock effected without receipt of any consideration by the Company;
provided, however, that conversion of any convertible securities of the Company
shall not be deemed to have been "effected without receipt of consideration";
and provided further, that the price per share of Common Stock shall not be
reduced below its par value per share. Such adjustment shall be made by the
Board, whose determination shall be final, binding and conclusive. Except as
expressly provided herein, no issue by the Company of shares of stock of any
class, or securities convertible into shares of stock of any class, shall
affect, and no adjustment by reason thereof shall be made with respect to, the
number or price of shares of Common Stock subject to an option.

        In the event of the proposed dissolution or liquidation of the Company,
each Offering Period will terminate immediately prior to the consummation of
such proposed action and the accrued payroll deductions will be returned to each
Participant without interest, unless otherwise provided by the Board. The Board
may, in the exercise of its sole discretion in such instances, shorten each
Offering Period in progress and establish a new Purchase Date (the "Special
Purchase Date") upon which the accrued payroll deductions of each Participant
who does not elect to withdraw his or her payroll deductions will be used to
purchase whole shares with any remaining cash balance in a Participant's account
being returned to such Participant as soon as administratively practicable
following the Special Purchase Date. In the event of a proposed sale of all or
substantially all of the assets of the Company, or the merger or consolidation
of the Company with or into another corporation, each option under this Plan
shall be assumed or an equivalent option shall be substituted by such successor
corporation or a parent or subsidiary of such successor corporation. In the
event the successor corporation does not assume or substitute such options, the
Board shall shorten each Offering Period in progress and establish a Special
Purchase Date upon which the accrued payroll deductions of each Participant who
does not elect to withdraw his or her payroll deductions will be used to
purchase whole shares with any remaining cash balance in a Participant's account
being returned to such Participant as soon as administratively practicable
following the Special Purchase Date. The price at which each share may be
purchased on such Special Purchase Date shall be calculated in accordance with
Section 8 above as if "Purchase Date" were replaced by "Special Purchase Date".

        The Board may, if it so determines in the exercise of its sole
discretion, also make provision for adjusting the Reserves, as well as the price
per share of Common Stock covered by each outstanding option, in the event that
the Company effects one or more reorganizations, recapitalizations, rights
offerings or other increases or reductions of shares of its outstanding Common
Stock, or in the event of the Company being consolidated with or merged into any
other corporation; provided, that the price per share of Common Stock shall not
be reduced below its par value per share.

        15. NONASSIGNABILITY. Neither payroll deductions credited to a
Participant's account nor any rights with regard to the exercise of an option or
to receive shares under this Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will, the laws of descent and



<PAGE>   7

                                                                     Intuit Inc.
                                               1996 Employee Stock Purchase Plan
                                             As Amended through October 25, 2000



distribution or as provided in Section 22 hereof) by the Participant. Any such
attempt at assignment, transfer, pledge or other disposition shall be void and
without effect.

        16. REPORTS. Individual accounts will be maintained for each Participant
in this Plan. Each Participant shall receive promptly after the end of each
Offering Period a report of his or her account setting forth the total payroll
deductions accumulated, the number of shares purchased, the per share price
thereof and the remaining cash balance, if any, carried forward to the next
Offering Period.

        17. NOTICE OF DISPOSITION. Each Participant shall notify the Company if
the Participant disposes of any of the shares purchased in any Offering Period
pursuant to this Plan if such disposition occurs within the Notice Period.
Unless such Participant is disposing of any of such shares during the Notice
Period, such Participant shall keep the certificates issued to him or her that
represent shares purchased hereunder in his or her name (and not in the name of
a nominee) during the Notice Period. The Company may, at any time during the
Notice Period, place a legend or legends on any certificate representing shares
acquired pursuant to this Plan requesting the Company's transfer agent to notify
the Company of any transfer of the shares. The obligation of the Participant to
provide such notice shall continue notwithstanding the placement of any such
legend on the certificates.


        18. NO RIGHTS TO CONTINUED EMPLOYMENT. Neither this Plan nor the grant
of any option hereunder shall confer any right on any employee to remain in the
employ of the Company or any Subsidiary, or restrict the right of the Company or
any Subsidiary to terminate such employee's employment.

        19. EQUAL RIGHTS AND PRIVILEGES. All eligible employees shall have equal
rights and privileges with respect to this Plan so that this Plan qualifies as
an "employee stock purchase plan" within the meaning of Section 423 or any
successor provision of the Code and the related regulations. Any provision of
this Plan which is inconsistent with Section 423 or any successor provision of
the Code shall, without further act or amendment by the Company or the Board, be
reformed to comply with the requirements of Section 423. This Section 19 shall
take precedence over all other provisions in this Plan.

        20. NOTICES. All notices or other communications by a Participant to the
Company under or in connection with this Plan shall be deemed to have been duly
given when received in the form specified by the Company at the location, or by
the person, designated by the Company for the receipt thereof.

        21. TERM; STOCKHOLDER APPROVAL. This Plan became effective October 7,
1996, the date on which it was adopted by the Board and was approved by the
stockholders of the Company, in a manner permitted by applicable corporate law,
within twelve (12) months before or after the date this Plan is adopted by the
Board. No purchase of shares pursuant to this Plan occurred prior to such
stockholder approval. This Plan shall continue until the earlier to occur of (a)
termination of this Plan by the Board (which termination may be effected by the
Board at any time), (b) issuance of all of the shares of Common Stock reserved
for issuance under this Plan, or (c) ten (10) years from the adoption of this
Plan by the Board.

        22. DESIGNATION OF BENEFICIARY.

                (a) A Participant may file a written designation of a
beneficiary who is to receive any shares and cash, if any, from the
Participant's account under this Plan in the event of such Participant's death



<PAGE>   8

                                                                     Intuit Inc.
                                               1996 Employee Stock Purchase Plan
                                             As Amended through October 25, 2000



subsequent to the end of an Offering Period but prior to delivery to him of such
shares and cash. In addition, a Participant may file a written designation of a
beneficiary who is to receive any cash from the Participant's account under this
Plan in the event of such Participant's death prior to a Purchase Date.

                (b) Such designation of beneficiary may be changed by the
Participant at any time by written notice. In the event of the death of a
Participant and in the absence of a beneficiary validly designated under this
Plan who is living at the time of such Participant's death, the Company shall
deliver such shares or cash to the executor or administrator of the estate of
the Participant, or if no such executor or administrator has been appointed (to
the knowledge of the Company), the Company, in its discretion, may deliver such
shares or cash to the spouse or to any one or more dependents or relatives of
the Participant, or if no spouse, dependent or relative is known to the Company,
then to such other person as the Company may designate.

        23. CONDITIONS UPON ISSUANCE OF SHARES; LIMITATION ON SALE OF SHARES.
Shares shall not be issued with respect to an option unless the exercise of such
option and the issuance and delivery of such shares pursuant thereto shall
comply with all applicable provisions of law, domestic or foreign, including,
without limitation, the Securities Act of 1933, as amended, the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder, and the requirements of any stock exchange or automated quotation
system upon which the shares may then be listed, and shall be further subject to
the approval of counsel for the Company with respect to such compliance.

        24. APPLICABLE LAW. The Plan shall be governed by the substantive laws
(excluding the conflict of laws rules) of the State of California.

        25. AMENDMENT OR TERMINATION OF THIS PLAN. The Committee may at any time
amend, terminate or extend the term of this Plan, except that any such
termination cannot affect options previously granted under this Plan, nor may
any amendment make any change in an option previously granted which would
adversely affect the right of any Participant. Notwithstanding the foregoing,
the Board must make any amendment that would:

                (a) increase the number of shares that may be issued under this
Plan;

                (b) change the designation of the employees (or class of
employees) eligible for participation in this Plan; or

                (c) constitute an amendment for which stockholder approval is
required by any stock exchange or automated quotation system upon which the
shares may then be listed.

Each such amendment requires stockholder approval of the Company to be obtained.
Such stockholder approval must be obtained, in a manner permitted by applicable
corporate law, within twelve (12) months of the adoption of such amendment by
the Board.


        26. DEFINITIONS.

                (a) "Board" means the Board of Directors of the Company.


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


<PAGE>   9
                                                                     Intuit Inc.
                                               1996 Employee Stock Purchase Plan
                                             As Amended through October 25, 2000



                (c)     "Committee" means a committee appointed by the Board. If
                        two or more members of the Board are Outside Directors,
                        the Committee will be comprised of at least two
                        (2)members of the Board, all of whom are Outside
                        Directors. If no Committee has been established
                        references to the "Committee" shall mean the Board.

                (d)     "Company" means Intuit Inc., a Delaware corporation.


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

                        (i)     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;

                        (ii)    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;

                        (iii)   if such Common Stock is publicly traded but is
                                not quoted on the Nasdaq National Market or
                                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

                        (iv)    if none of the foregoing is applicable, by the
                                Board in good faith.

                (f)     "Maximum Share Amount" means the maximum number of
                        shares which may be purchased by any employee at any
                        single Purchase Date.

                (g)     "Notice Period" is the period beginning two (2) years
                        from the Offering Date and one (1) year from the
                        Purchase Date on which such shares were purchase.

                (h)     "Offering Date" is the first business day of each
                        Offering Period.

                (i)     "Offering Period" means, a twelve-month period
                        containing two six-month Purchase Periods. Effective
                        prior to June 16, 2001, the Offering Period was
                        six-months in length and contained one six-month
                        Purchase Period.

                (j)     "Outside Directors" means outside directors within the
                        meaning of Code Section 162(m).

                (k)     "Participating Subsidiaries" means a Subsidiaries that
                        have been designated by the Board from time to time as
                        eligible to participate in this Plan,

                (l)     "Plan" means this Intuit Inc. 1996 Employee Stock
                        Purchase Plan, as amended from time to time.



<PAGE>   10

                                                                     Intuit Inc.
                                               1996 Employee Stock Purchase Plan
                                             As Amended through October 25, 2000



                (m)     "Parent Corporation" and "Subsidiary" (collectively,
                        "Subsidiaries") shall have the same meanings as "parent
                        corporation" and "subsidiary corporation" in Code
                        Sections 424(e) and 424(f).

                (n)     "Participant" means an employee who meets the
                        eligibility requirements of Section 4 above and timely
                        enrolls in the Plan in accordance with Section 6 above.

                (o)     "Purchase Date" is the last business day of each
                        Offering Period.

                (p)     "Purchase Period" means a six-month period during which
                        payroll deductions are accumulated.

                (q)     "Reserves" means (i) the number of shares of Common
                        Stock covered by each option under this Plan which has
                        not yet been exercised and (ii) the number of shares of
                        Common Stock which have been authorized for issuance
                        under this Plan but have not yet been placed under
                        option.