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Exhibit 10.37
 FIRST AMENDMENT
TO
WILLIAM KERRIGAN EMPLOYMENT AGREEMENT
 May 24
     Definitions
 Modifications
 Compensation
 (i)
    
    Section 4(b) is amended to read in its entirety as
follows:Bonuses. Executive shall be eligible to earn a target
bonus (the Target Bonus) according to the terms and
conditions of the executive incentive bonus program (as the
same may be amended by the Board of Directors of the Company
from time to time) with respect to a Target Bonus measuring
period. The phrase Target Bonus measuring period shall mean
three months if the executive incentive bonus program
provides for quarterly bonuses for Executive and twelve
months if the executive incentive bonus program provides for
annual bonuses or a combination of annual and more frequent
bonuses.
 (ii)
    
    Section 4(c)(i) is amended to read in its entirety as follows:Termination For Any Reason. Notwithstanding Executives entitlement to severance benefits under certain
circumstances discussed below in this Section 4(c),
upon
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termination of Executives employment for any reason, the Company shall pay
Executive all Base Salary and accrued but unpaid vacation earned through the date of
termination, reimburse Executive for all necessary and reasonable expenses incurred in
accordance with Company policy and continue Executives benefits under the Companys
then-existing benefit plans and policies for so long as required by applicable law. In
addition, the Company shall also pay Executive a portion of the Target Bonus derived by
multiplying Executives Base Salary by the then-current Target Bonus percentage (60%
for 2005, payable annually) and multiplying the result by the quotient of (A) the
number of days in the Target Bonus measuring period through the date of termination,
divided by (B) the number of days in the Target Bonus measuring period.
 (iii)
    
    Section 4(c)(ii) is amended to read in its entirety as follows:Termination Due to Total Disability, Death. Resignation for Good Reason and
Involuntary Termination Other Than for Cause.^ If (A) Executive dies, (B) Executive
resigns his/her employment with the Company due to a Total Disability, (C) Executive
resigns his/her employment with the Company for Good Reason, or (D) Executives
employment with the Company is terminated by the Company other than for Cause, then,
subject to Executive executing, and not revoking, the Release of Claims attached hereto
as Exhibit A with the Company and complying with Section 10 of this
Agreement, (1) Executive shall receive payments equal to the sum of (A) Executives Base
Salary for six months and (B) in addition to any portion of a Target Bonus paid pursuant
to Section 4(c)(i), either (i) if Executives Target Bonus measuring period is
quarterly, the Target Bonus for two quarters, or (ii) if Executives Target Bonus
measuring period is annual, or a combination of quarterly and annual, Executives Target
Bonus for six months; less applicable withholding, and otherwise in accordance with
Section 4(c)(v), (2) the Company shall pay Executive cash equal to the pre-tax
cost to the Company of providing the portion of the group health, dental and vision plan
continuation coverage premiums for Executive and his/her covered dependents under Title X
of the Consolidated Budget Reconciliation Act of 1985, as amended (COBRA), that
would have been paid by the Company were he/she still employed by the Company for six (6)
months from the date of Executives termination of
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employment, and (3) if, and only if, such termination is within six (6) months following
a Change in Control, or Executive is terminated without Cause prior to a Change in
Control during the pendency of a merger agreement or tender offer which would result in
a Change in Control, then all of Executives remaining unvested stock options and shares
of restricted stock shall vest immediately, and, if applicable, the Companys right to
repurchase all of the same such shares immediately shall lapse.
 (iv)
    
    The cross-reference in Section 4(c)(iii) to
Section 6(c)(i) is corrected to read
Section 4(c)(i).
 (v)
    
    Section 4(c)(iv)(2)(A) is amended to read in its entirety as follows:the acquisition by any individual, entity, or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Exchange Act), other than by the Company or any Affiliate
thereof immediately prior to such acquisition, of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of the combined
voting power or economic interests of the then outstanding voting securities of the
Company entitled to vote generally in the election of directors;
 (vi)
    
    A new Section 4(c)(v) is hereby added to the Agreement, which new Section shall read in
its entirety as follows:Payments; Target Bonus. All payments due under Section 4(c)(ii) shall be
paid as follows: (1) one-sixth of the total amount due under Section 4(c)(ii)
shall be payable on the last calendar day of the month in which Executives employment
with the Company terminated, and (2) a like amount shall be payable on the last calendar
day of each month thereafter until such amount is paid in full; provided, however, that
if any payments due under Section 4(c)(ii)have not been paid by March 1 of the
calendar year following the calendar year in which Executives employment with the
Company terminated, then the remaining amounts due under Section 4(c)(ii) shall
be immediately due and payable on that date. For purposes of the Target Bonus calculation
under this Section 4(c)regarding Target Bonus measuring periods ending
subsequent to the termination of Executives employment, the Target Bonus shall be deemed
to be the same as for the
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Target Bonus measuring period during which Executives employment
terminated, and the goals shall be deemed to be fully met.
 (vii)
    
    A new Section 4(e) is hereby added to the Agreement, which new
Section shall read in its entirety as follows:409A Applicability. It is not the parties intention for
any payment under this Agreement to create or constitute a
nonqualified deferred compensation plan within the meaning of
Section 409A of the Internal Revenue Code of 1986, as amended (a
Deferred Compensation Plan) hi the event that this Agreement or
any compensation payable under this Agreement (the Payment) is
determined to be a Deferred Compensation Plan causing Executive to
owe any additional federal income tax, the Company agrees to pay
to Executive an additional sum (the Gross Up) in an amount such
that the net amount retained by Executive after receiving both the
Payment and the Gross Up and after paying: (i) any additional
federal income tax on the Payment and the Gross Up, and (ii) any
federal, state, and local income taxes on the Gross Up, is equal
to the amount of the Payment. Notwithstanding the above, in the
event payment of the Gross Up is or becomes the sole reason for
this Agreement to be a Deferred Compensation Plan, the preceding
sentence shall be void and no Gross Up shall be paid.
   Confirmation
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McAFEE, INC. EXECUTIVE
 McAfee, Inc.
 By: /s/ Kent H. RobertsName: Kent H. RobertsTitle: EVP and General
Counsel


 By: /s/ William Kerrigan

   Name: William
Kerrigan       EVP. McAfee


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MCAFEE, INC.
 WILLIAM KERRIGAN EMPLOYMENT AGREEMENT
 Company Executive
 Duties and Scope of Employment
 Positions; Employment Commencement Date; Duties Employment Commencement Date CEO
 Obligations provided, however, Board
 Employee Benefits
 At-Will Employment
 Compensation
 Base Salary




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Base Salary


Bonuses Target Bonus


Severance


Termination For Any Reason Section 6(c), Section 4


Termination
Due to Total Disability, Death, Resignation for Good Reason and
Involuntary Termination Other Than for Cause Exhibit A COBRA 2




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Involuntary Termination for Cause or Resignation Other Than For Good Reason Section 6(c)(i)
 Definitions
 Termination for Cause Cause
 Change in Control Change in Control
  Incumbent Directors
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Resignation for Good Reason Good Reason
 Good Reason Process Sufficient Basis
 Total
Disability Total Disability
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Affiliate and Person Affiliate Person
 Parachute Payments
 Assignment
 Notices
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If to the Company:
    
    McAfee, Inc5000 Headquarters DriveMS 1S 271Plano, Texas 75204Attn: General CounselIf to Executive:
    
    William Kerrigan80 Audubon RoadWellesly, MA 02481
 Severability
 Entire Agreement
 Non-Binding
Mediation, Arbitration and Equitable Relief
   Sections
9(a) 9(b),
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Section 9(c) Section 9(c)


Section 9 Section 9 Section 9


Covenants Not to Compete and Not to Solicit


Covenant Not to Compete Section 10 Section 10(a) 7




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Section 10(a)
 Covenant Not to Solicit
 Reformation Section 10
 Forfeiture of Severance. Section 10(a) 10(b) Section 4(c)(i)
 Representations Section 10. Section 10
 No Oral Modification. Cancellation or Discharge
 Withholding
 No Mitigation
 Governing Law
 Acknowledgment
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MCAFEE, INC.By:  /s/ George SamenukEXECUTIVE/s/ William Kerrigan


William Kerrigan Attachments
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EXHIBIT A
 RELEASE OF CLAIMS
 Company
 Effective Date
 Released Parties




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George Samenuk
    
    Signature of William KerriganChief Executive Officer and Chairman of the Board