<SUBMISSION>
<ACCESSION-NUMBER>0001299933-05-003338
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>2
<PERIOD>20050630
<ITEMS>1.01
<ITEMS>9.01
<FILING-DATE>20050707
<DATE-OF-FILING-DATE-CHANGE>20050707
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>NETWORK APPLIANCE INC
<CIK>0001002047
<ASSIGNED-SIC>3572
<IRS-NUMBER>770307520
<STATE-OF-INCORPORATION>CA
<FISCAL-YEAR-END>0430
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>000-27130
<FILM-NUMBER>05943389
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>495 EAST JAVA DR
<CITY>SUNNYVALE
<STATE>CA
<ZIP>94089
<PHONE>4088226000
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>495 EAST JAVA DR
<CITY>SUNNYVALE
<STATE>CA
<ZIP>94089
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>htm_5700.htm
<DESCRIPTION>LIVE FILING
<TEXT>
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<TITLE> Network Appliance Inc. (Form: 8-K) </TITLE>
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		UNITED STATES<BR>
	SECURITIES AND EXCHANGE COMMISSION
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<BR>
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	WASHINGTON, D.C. 20549
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	FORM 8-K
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	CURRENT REPORT
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	Pursuant to Section&nbsp;13 or 15(d) of the Securities Exchange Act of 1934
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	Date of Report (Date of Earliest Event Reported):
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	&nbsp;
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	June 30, 2005
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	Network Appliance Inc.
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<BR>__________________________________________<BR>
	(Exact name of registrant as specified in its charter)
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	&nbsp;
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	&nbsp;
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	&nbsp;
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	Delaware
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	0-27130
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	77-0307520
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_____________________<BR>
	(State or other jurisdiction
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_____________<BR>
	(Commission
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______________<BR>
	(I.R.S. Employer
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	of incorporation)
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	File Number)
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	Identification No.)
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	&nbsp;&nbsp;
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	&nbsp;
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	&nbsp;
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	495 East Java Drive, Sunnyvale, California
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	&nbsp;
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	94089
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_________________________________<BR>
	(Address of principal executive offices)
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	&nbsp;
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___________<BR>
	(Zip Code)
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	Registrant&#146;s telephone number, including area code:
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	&nbsp;
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	(408) 822-6000
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<FONT SIZE="2">
	Not Applicable
<BR>______________________________________________<BR>
	Former name or former address, if changed since last report
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	&nbsp;
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<!-- CoverPageRegistrant END --><P><FONT SIZE="2">
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:</FONT>
</P>
<P><FONT SIZE="2">
[&nbsp;&nbsp;]&nbsp;&nbsp;Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))<br>
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	Item 1.01 Entry into a Material Definitive Agreement.
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Deferred Compensation Plan<br><br>On June 30, 2005, the Compensation Committee of the Board of Directors of Network Appliance, Inc. (the "Company") approved the adoption of the Network Appliance, Inc. Deferred Compensation Plan (the "Plan"), effective as of July 1, 2005.  The Plan allows certain designated employees of the Company who are at the level of director or above to elect to defer between 1% and 100% of their base salary and to separately elect to defer between 1% and 100% of their incentive compensation.  The deferred amounts will be credited to deferred compensation accounts for future payment to the participants.  In addition, under the Plan the Company has the right, in its sole discretion, to make discretionary contributions to the Plan for the benefit of select participants.<br><br>The deferred compensation accounts are fully vested to the extent that they consist of amounts attributable to deferrals by the participants, but may be subject to a vesting schedule to the extent that they consist of amounts attributable to discretionary employer contributions.  The deferred compensation accounts are credited with earnings based upon investment elections that the participants make from among various alternatives designated by the Company.  Regardless of these investment designations, the deferred compensation accounts remain general obligations of the Company and the Plan is unfunded.  <br><br>At the time the deferral elections are made, participants choose when the amounts they chose to defer will be paid to them and whether the payments will be made in the form of a single lump sum or in installments.  Notwithstanding the original election of the participant, in certain limited circumstances the elections may be changed and in certain limited circumstances distributions may be made early because of unforeseeable emergencies.  Notwithstanding the foregoing, each participant will have his or her account balances automatically paid to him or her in a single lump sum within thirty (30) days following a change in control of the Company.<br><br>The foregoing description of the Plan does not purport to be complete and is qualified in its entirety by the terms and conditions of the Plan, which is filed as Exhibit 2.1 attached hereto and is incorporated herein by reference.<br>
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	Item 9.01 Financial Statements and Exhibits.
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(c) Exhibits.  <br><br>2.1 Network Appliance, Inc. Deferred Compensation Plan.<br>
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<B>
	SIGNATURES
</B>
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	Pursuant to the requirements of the Securities Exchange Act of 1934, the
	registrant has duly caused this report to be signed on its behalf by the
	undersigned hereunto duly authorized.
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	&nbsp;
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	Network Appliance Inc.
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	&nbsp;&nbsp;
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	&nbsp;
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<I>
	July 7, 2005
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	&nbsp;
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<I>
	By:
</I>
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	&nbsp;
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<I>
	/s/ Steven J. Gomo
</I>
<BR>
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	&nbsp;
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</TD>
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	&nbsp;
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	&nbsp;
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	&nbsp;
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<HR SIZE="1" NOSHADE>
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	&nbsp;
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	&nbsp;
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	&nbsp;
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	&nbsp;
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<I>
	Name: Steven J. Gomo
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	&nbsp;
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<I>
	Title: Chief Financial Officer and Executive Vice President of Finance
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	Exhibit&nbsp;Index
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	Exhibit No.
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	Description
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	2.1
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	&nbsp;
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Network Appliance Inc Deferred Compensation Plan
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<TYPE>EX-2.1
<SEQUENCE>2
<FILENAME>exhibit1.htm
<DESCRIPTION>EX-2.1
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<P align="right" style="font-size: 10pt"><FONT style="font-size: 12pt"><B>Exhibit&nbsp;2.1</B></FONT>



<P align="center" style="font-size: 12pt"><B>NETWORK APPLIANCE, INC.</B>



<P align="center" style="font-size: 12pt"><B>DEFERRED COMPENSATION PLAN</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">Network Appliance, Inc. hereby establishes, effective as of July&nbsp;1, 2005, the Network
Appliance, Inc. Deferred Compensation Plan on the terms and conditions hereinafter set forth. Such
Plan provides certain eligible employees with the opportunity to defer portions of their base
salary and incentive compensation in accordance with the provisions of the Plan.


<P align="center" style="font-size: 12pt"><B>SECTION I<BR>
DEFINITIONS</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">For the purposes hereof, the following words and phrases shall have the meanings set forth
below, unless their context clearly requires a different meaning:


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Account&#148; </B>means the bookkeeping account maintained by the Committee on behalf of each
Participant pursuant to Section&nbsp;2.4 hereof. The sum of each Participant&#146;s Sub-Accounts, in the
aggregate, shall constitute his Account.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Affiliate&#148; </B>means any corporation, joint venture, partnership, limited liability company,
unincorporated association or other entity that is affiliated, directly or indirectly, with the
Company and which is designated by the Committee from time to time.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Base Salary&#148; </B>means the annual base rate of cash compensation payable by the Company and/or by
any Affiliate to a Participant.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Beneficiary&#148; </B>or <B>&#147;Beneficiaries&#148; </B>means the person or persons, including one or more trusts,
designated by a Participant in accordance with the Plan to receive payment of the remaining balance
of the Participant&#146;s Account in the event of the death of the Participant prior to the
Participant&#146;s receipt of the entire amount credited to his Account.



<P align="left" style="margin-left:4%; font-size: 12pt"><B>&#147;Board&#148; </B>means the Board of Directors of the Company.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Change in Control&#148; </B>means either of the following shareholder-approved transactions to which
the Company is a party: (i)&nbsp;a merger or consolidation in which securities possessing more than
fifty percent (50%) of the total combined voting power of the Company&#146;s outstanding securities are
transferred to a person or persons different from the persons holding those securities immediately
prior to such transaction, or (ii)&nbsp;the sale, transfer or other disposition of all or substantially
all of the Company&#146;s assets in complete liquidation or dissolution of the Company. Notwithstanding
the foregoing, to the extent that any event or occurrence described in the preceding sentence does
not constitute a &#147;change in the ownership or effective control&#148; or a &#147;change in the ownership of a
substantial portion of the assets&#148; of the Company within the meaning of Section&nbsp;409A of the Code,
such event or occurrence shall not constitute a Change in Control.



<P align="left" style="margin-left:4%; font-size: 12pt"><B>&#147;Code&#148; </B>means the Internal Revenue Code of 1986, as amended.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Committee&#148; </B>means the committee appointed to administer the Plan. Unless and until otherwise
specified, the Committee under the Plan shall be the Company&#146;s Benefit Plans Committee, or its
designee.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Company&#148; </B>means Network Appliance, Inc. and its successors, including, without limitation, the
surviving corporation resulting from any merger or consolidation of Network Appliance, Inc. with
any other corporation, limited liability company, joint venture, partnership or other entity or
entities.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Election Agreement&#148; </B>means a Participant&#146;s agreement, on a form provided by the Committee that
indicates the amount of his Base Salary and/or Incentive Compensation that will be deferred under
the Plan.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Eligible Employee&#148; </B>means an employee of the Company or an Affiliate who has the title of
&#147;director&#148; or above and who is, as determined by the Committee, a member of a &#147;select group of
management or highly compensated employees,&#148; within the meaning of Sections&nbsp;201, 301 and 401 of
ERISA. Unless otherwise determined by the Committee, an Eligible Employee shall continue as such
until Termination of Employment.



<P align="left" style="margin-left:4%; font-size: 12pt"><B>&#147;Employer Contributions&#148; </B>has the meaning given to such term in Section&nbsp;2.13 hereof.



<P align="left" style="margin-left:4%; font-size: 12pt"><B>&#147;ERISA&#148; </B>means the Employee Retirement Income Security Act of 1974, as amended.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Incentive Compensation&#148; </B>means cash incentive compensation payable pursuant to an incentive
compensation plan, including but not limited to an annual incentive compensation plan or a
commission-based incentive plan, whether such plan is now in effect or hereafter established by the
Company or any Affiliate, which the Committee may designate from time to time.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;In-Service Sub-Account&#148; </B>means each bookkeeping Sub-Account maintained by the Committee on
behalf of each Participant pursuant to Sections&nbsp;2.4 and 2.5(b) hereof. The Committee shall specify
from time to time the maximum number of In-Service Sub-Accounts that may be established for any one
Participant.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Participant&#148; </B>means any Eligible Employee who has at any time elected to defer the receipt of
Base Salary and/or Incentive Compensation in accordance with the Plan and who, in conjunction with
his Beneficiary, has not received a complete distribution of the amount credited to his Account.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Performance-Based Compensation&#148; </B>means Incentive Compensation that is based on services
performed over a period of at least twelve (12)&nbsp;months and that constitutes &#147;performance-based
compensation&#148; within the meaning of Section&nbsp;409A of the Code.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Plan&#148; </B>means this deferred compensation plan, which shall be known as the Network Appliance,
Inc. Deferred Compensation Plan.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Separation Sub-Account&#148; </B>means the bookkeeping Sub-Account maintained by the Committee on
behalf of each Participant pursuant to Sections&nbsp;2.4 and 2.5(a) hereof.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Sub-Account&#148; </B>means each bookkeeping Separation Sub-Account and In-Service Sub-Account
maintained by the Committee on behalf of each Participant pursuant to Section&nbsp;2.5 hereof.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Termination of Employment&#148; </B>means a separation from service as defined under Section&nbsp;409A of
the Code.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>&#147;Unforeseeable Emergency&#148; </B>means a severe financial hardship to a Participant resulting from
(i)&nbsp;an illness or accident of the Participant or his spouse or dependent (as defined in Section
152(a) of the Code), (ii)&nbsp;loss of the Participant&#146;s property due to casualty, or (iii)&nbsp;other
similar or extraordinary circumstances arising as a result of events beyond the control of the
Participant. Such term shall be interpreted in a manner consistent with Section&nbsp;409A of the Code.



<P align="left" style="margin-left:4%; font-size: 12pt"><B>&#147;Year&#148; </B>means a calendar year, commencing with calendar year 2005.


<P align="center" style="font-size: 12pt"><B>SECTION II<BR>
DEFERRALS, CONTRIBUTIONS AND ACCOUNTS</B>



<P align="left" style="font-size: 12pt; text-indent: 4%"><B>2.1. Eligibility. </B>An Eligible Employee may elect to defer receipt of all or a specified part
of his Base Salary, Incentive Compensation or both for any Year in accordance with this Section&nbsp;II.
An Eligible Employee&#146;s entitlement to defer shall cease with respect to the Year following the
Year in which he ceases to be an Eligible Employee.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>2.2. Election Agreements. </B>All Election Agreements shall comply with the following
requirements:


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;An Eligible Employee may elect to participate in the Plan and elect to defer all or part
of his Base Salary, Incentive Compensation or both by delivering to the Committee a completed and
fully executed Election Agreement prior to the beginning of the Year during which the Eligible
Employee commences to perform the services for which such Base Salary and Incentive Compensation
are to be earned, or at such other time as the Committee may designate to the extent permitted
under Section&nbsp;409A of the Code. An employee who first becomes an Eligible Employee during the
course of a Year, rather than as of the first day of a Year, shall deliver such Election Agreement
to the Committee within thirty (30)&nbsp;days following the date he first becomes an Eligible Employee,
and such Election Agreement shall be effective only with regard to Base Salary and Incentive
Compensation earned following the delivery of the Election Agreement to the Committee. Election
Agreements must be filed in accordance with the instructions set forth in the agreements.
Notwithstanding anything in this Section&nbsp;2.2 to the contrary, an Eligible Employee shall deliver
(or modify) an Election Agreement with respect to Incentive Compensation that qualifies as
Performance-Based Compensation no later than six (6)&nbsp;months prior to the end of the performance
period with respect to which the Incentive Compensation is earned.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;An Election Agreement filed with respect to a Year shall be irrevocable and shall be
effective in accordance with its terms only for such Year until changed or terminated in accordance
with this Section&nbsp;2.2(b); <U>provided</U>, <U>however</U>, that such Election Agreement shall
terminate if the Participant ceases to be an Eligible Employee. A Participant may revoke or modify
his Election Agreement for any Year by delivering a new Election Agreement to the Committee prior
to the beginning of such Year. Unless otherwise permitted by Section&nbsp;409A of the Code, such
revocation or modification shall apply only with respect to Base Salary and Incentive Compensation
attributable to services commencing on or after the commencement of such Year.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>2.3. Amount Deferred. </B>A Participant shall designate on the Election Agreement the portion of
his Base Salary, Incentive Compensation or both that is to be deferred in accordance with this
Section&nbsp;2.3. Unless otherwise determined by the Committee, a Participant may defer up to 100% of
his Base Salary and up to 100% of his Incentive Compensation for any Year; <U>provided</U>,
<U>however</U>, that the Participant shall not be permitted to defer less than 1% of his Base
Salary or his Incentive Compensation during any one Year, and any such attempted deferral shall not
be effective. Notwithstanding the preceding sentence, the portion of such Base Salary and
Incentive Compensation that is eligible for deferral will be reduced by applicable taxes and other
amounts if such reduction is determined by the Committee to be necessary or appropriate in order to
provide the Company or its Affiliates with a source of funds, from such Base Salary or Incentive
Compensation, with which to pay taxes or other obligations with respect to the Participant.



<P align="left" style="margin-left:4%; font-size: 12pt"><B>2.4. Accounts</B>


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;<U>Crediting of Deferrals</U>. A Participant may specify, in his Election Agreement, the
portion of his Base Salary and/or Incentive Compensation deferrals that is to be credited to a
single Separation Sub-Account and/or up to two In-Service Sub-Accounts. To the extent that a
Participant does not specify the Sub-Account to which deferrals shall be credited, such deferrals
shall be credited to the Participant&#146;s Separation Sub-Account. Base Salary and/or Incentive
Compensation that a Participant elects to defer shall be treated as if it were set aside in one or
more Sub-Accounts on the date the Base Salary and/or Incentive Compensation would otherwise have
been paid to the Participant.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;<U>Crediting of Gains, Losses and Earnings to Accounts</U>. To the extent provided by
the Committee, each Participant&#146;s Account will be credited with gains, losses and earnings based on
investment directions made by the Participant in accordance with investment deferral crediting
options and procedures established from time to time by the Committee. The Committee specifically
retains the right in its sole discretion to change the investment deferral crediting options and
procedures from time to time. By electing to defer any amount pursuant to the Plan, each
Participant shall thereby acknowledge and agree that the Company or any Affiliate is not and shall
not be required to make any investment in connection with the Plan, nor is it required to follow
the Participant&#146;s investment directions in any actual investment it may make or acquire in
connection with the Plan or in determining the amount of any actual or contingent liability or
obligation of the Company or an Affiliate thereunder or relating thereto. Any amounts credited to
a Participant&#146;s Account with respect to which a Participant does not provide investment direction
shall be credited with gains, losses and earnings as if such amounts were invested in an investment
option to be selected by the Committee in its sole discretion.



<P align="left" style="margin-left:4%; font-size: 12pt"><B>2.5. Date of Distribution</B>


<P align="left" style="font-size: 12pt; text-indent: 7%">(a)&nbsp;<U>Separation Sub-Account</U>. Except as provided in Section&nbsp;2.8 hereof, the distribution
or commencement of the distribution of a Participant&#146;s Separation Sub-Account will be made as soon
as administratively practicable following the date that is six (6)&nbsp;months after the date of the
Participant&#146;s Termination of Employment.


<P align="left" style="font-size: 12pt; text-indent: 7%">(b)&nbsp;<U>In-Service Sub-Account</U>. Subject to the following provisions, a Participant may
elect, on the first Election Agreement that he delivers to the Committee pursuant to which amounts
are credited to an In-Service Sub-Account, to defer the distribution or commencement of the
distribution of such In-Service Sub-Account to January&nbsp;15 of any specified Year that commences
prior to the Participant&#146;s Termination of Employment, as long as that Year commences not less than
two Years after the date of the election pursuant to which amounts are credited to such In-Service
Sub-Account.



<P align="left" style="margin-left:4%; font-size: 12pt"><B>2.6. Form of Distribution</B>


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;<U>Separation Sub-Account</U>. Subject to the following provisions, a Participant may
elect, on the first Election Agreement that he delivers to the Committee pursuant to which amounts
are credited to his Separation Sub-Account, to receive his Separation Sub-Account in cash in a
single lump sum or in a number of approximately equal annual installments over a specified period
not exceeding five (5)&nbsp;years.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;<U>In-Service Sub-Account</U>. Subject to the following provisions, a Participant may
elect, on the first Election Agreement that he delivers to the Committee pursuant to which amounts
are credited to an In-Service Sub-Account, to receive that In-Service Sub-Account in cash in a
single lump sum or in a number of approximately equal annual installments over a specified period
not exceeding five (5)&nbsp;years. Except as provided in Section&nbsp;2.8(b) and Section&nbsp;2.9 hereof, (i)&nbsp;if
a Participant&#146;s Termination of Employment occurs after payment of his In-Service Sub-Account has
commenced, the remaining balance of his In-Service Sub-Account will continue to be paid to him in
accordance with the payment schedule that has already commenced; and (ii)&nbsp;if a Participant&#146;s
Termination of Employment occurs before payments from his In-Service Sub-Account have commenced,
his In-Service Sub-Account will be distributed at the same time and in the same manner as his
Separation Sub-Account.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;<U>General</U>. The lump sum payment or the first installment, as the case may be, shall
be made on the date specified in Section&nbsp;2.5 hereof. In the event that a Sub-Account is paid in
installments (i)&nbsp;the amount of each installment shall be equal to the quotient obtained by dividing
the Participant&#146;s Sub-Account balance as of the end of the month preceding the date of such
installment payment by the number of installment payments remaining to be paid at the time of the
calculation, (ii)&nbsp;the amount of such Sub-Account remaining unpaid shall continue to be credited
with gains, losses and earnings as provided in Section&nbsp;2.4 hereof, and (iii)&nbsp;each installment shall
be paid on January&nbsp;15 of each Year (except as provided in Section&nbsp;2.5(a) hereof). The payment to a
Participant or his Beneficiary of a single lump sum or the number of installments elected by the
Participant pursuant to this Section&nbsp;2.6 shall discharge all obligations of the Company and the
Affiliates to such Participant or Beneficiary under the Plan with respect to that Sub-Account. In
the event that no valid election is made regarding the Participant&#146;s form of distribution, the
Participant&#146;s Account will be paid in cash in a single lump sum.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>2.7. Subsequent Deferral Elections</B>. Notwithstanding the form of distribution for a
Sub-Account designated by a Participant on the first Election Agreement that he delivers to the
Committee, a Participant may elect on a form provided by the Committee to change the form of
payment of his Separation Sub-Account or his Inservice Sub-Account to a form of payment otherwise
permitted under Section&nbsp;2.6 hereof, and a Participant may elect to change the date of distribution
of an In-Service Sub-Account (but not a Separation Sub-Account) to a date otherwise permitted under
Section&nbsp;2.5 hereof. Unless otherwise permitted under Section&nbsp;409A of the Code, the subsequent
election must comply with the following requirements: (a)&nbsp;such subsequent election may not take
effect until at least twelve (12)&nbsp;months after the date on which the subsequent election is made;
(b)&nbsp;in the case of a subsequent election related to a distribution of deferred compensation other
than a distribution described in Section&nbsp;2.8 or 2.10 hereof, the first distribution under such
subsequent election shall in all cases be deferred for a period of not less than five (5)&nbsp;years
from the date such distribution would otherwise have been made; and (c)&nbsp;any subsequent election
related to an In-Service Sub-Account must be made not less than twelve (12)&nbsp;months prior to the
date of the first scheduled payment under the initial Election Agreement. Notwithstanding any
provision in this Plan to the contrary, the Committee shall disregard any subsequent election by a
Participant to the extent such election would result in an acceleration of the time or schedule of
any payment under the Plan within the meaning of Section&nbsp;409A of the Code.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>2.8. Death of a Participant. </B>In the event of the death of a Participant, the remaining amount
of his Account shall be paid to his Beneficiary or Beneficiaries as described in this Section&nbsp;2.8.


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;Each Participant shall designate a Beneficiary or Beneficiaries on a Beneficiary
designation form provided by the Committee. A Participant&#146;s Beneficiary designation may be changed
at any time prior to his death by the execution and delivery of a new Beneficiary designation. The
Beneficiary designation on file with the Company that bears the latest date at the time of the
Participant&#146;s death shall govern. If a Participant fails to properly designate a Beneficiary in
accordance with this Section&nbsp;2.8, then his Beneficiary shall be his estate.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;Notwithstanding any other provision, upon the death of a Participant, the remaining
balance in his Account shall be paid as follows. If the Participant dies after payment of his
Account has commenced, the remaining balance of his Account will continue to be paid to his
Beneficiary or Beneficiaries in accordance with the payment schedule that has already commenced.
If the Participant dies before payments from his Account have commenced, his Account will be paid
to his Beneficiary or Beneficiaries in accordance with the form of payment elected by the
Participant for his Separation Sub-Account, commencing as soon as administratively practicable
following the date of the Participant&#146;s death.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>2.9. Small Payments. </B>Notwithstanding any other provision of the Plan or any election made by
the Participant, in the event that a Participant&#146;s Account has a balance of less than $20,000 on
the date of his Termination of Employment, such Account shall be automatically paid to such
Participant in a single, lump-sum payment as soon as administratively practicable following the
date that is six (6)&nbsp;months after the date of the Participant&#146;s Termination of Employment.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>2.10. Unforeseeable Emergencies. </B>Notwithstanding the foregoing, in the event of an
Unforeseeable Emergency and at the request of a Participant or Beneficiary, accelerated payment
shall be made to the Participant or Beneficiary of all or a part of his Account. Payments of
amounts as a result of an Unforeseeable Emergency may not exceed the amount necessary to satisfy
such Unforeseeable Emergency plus amounts necessary to pay taxes reasonably anticipated as a result
of the distribution(s), after taking into account the extent to which the hardship is or may be
relieved through reimbursement or compensation by insurance or otherwise by liquidation of the
Participant&#146;s assets (to the extent the liquidation of such assets would not itself cause severe
financial hardship).


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>2.11. Termination of Participation. </B>Notwithstanding any other provision of the Plan, a
Participant&#146;s active participation in the Plan shall terminate upon a determination by the
Committee that the Participant is not a member of a select group of management or highly
compensated employees of his employer, within the meaning of ERISA. The amounts allocated to such
Participant&#146;s Account shall not be distributed to the Participant (or, in the case of his death,
his Beneficiary) unless otherwise permitted by Section&nbsp;409A of the Code. Upon such a
determination, the amounts allocated to the Participant&#146;s Account shall be distributed to the
Participant or his Beneficiary on the dates on which the Participant or his Beneficiary would
otherwise receive benefits hereunder without regard to this Section&nbsp;2.11; <U>provided</U>,
<U>however</U>, that to the extent permitted by Section&nbsp;409A of the Code, the Committee may direct
that the Participant or his Beneficiary receive an immediate lump sum payment equal to the amount
credited to his Account.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>2.12. Vesting of Accounts. </B>Each Participant shall at all times have a nonforfeitable interest
in his Account balance. Notwithstanding the preceding sentence, the portion of each Participant&#146;s
Account, if any, attributable to Employer Contributions shall be subject to such vesting schedule
as may be determined by the Company or Affiliate from time to time in accordance with the
provisions of Section&nbsp;2.13 hereof.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>2.13. Employer Contributions. </B>The Company or any Affiliate may, in its discretion, provide
contributions (&#147;Employer Contributions&#148;) under this Plan with respect to one or more Participants.
The amount, type and vesting schedule of such Employer Contributions, if any, shall be determined
by the Company or Affiliate in its sole discretion. All Employer Contributions shall be credited
to a Participant&#146;s Separation Sub-Account.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>2.14. Change in Control. </B>Notwithstanding any other provision of the Plan, upon the occurrence
of a Change in Control, each Participant shall receive a distribution of his Account in a single
lump sum within thirty (30)&nbsp;days following such Change in Control.


<P align="center" style="font-size: 12pt"><B>SECTION III</B>




<P align="left" style="margin-left:19%; font-size: 12pt"><B>ADMINISTRATION</B>


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>3.1. General. </B>The Company, through the Committee, shall be responsible for the general
administration of the Plan and for carrying out the provisions hereof. The Committee shall have
all such powers as may be necessary to carry out the provisions of the Plan, including the power to
(a)&nbsp;resolve all questions relating to eligibility for participation in the Plan and the amount in
the Account of any Participant and all questions pertaining to claims for benefits and procedures
for claim review, (b)&nbsp;resolve all other questions arising under the Plan, including any factual
questions and questions of construction, and (c)&nbsp;take such further action as the Company shall deem
advisable in the administration of the Plan. The actions taken and the decisions made by the
Committee hereunder shall be final and binding upon all interested parties. In accordance with the
provisions of Section&nbsp;503 of ERISA, the Committee shall provide a procedure for handling claims of
Participants or their Beneficiaries under the Plan. Such procedure shall be in accordance with
regulations issued by the Secretary of Labor and shall provide adequate written notice within a
reasonable period of time with respect to the denial of any such claim as well as a reasonable
opportunity for a full and fair review by the Committee of any such denial.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>3.2. Compliance with Section&nbsp;409A. </B>It is intended that the Plan comply with the provisions of
Section&nbsp;409A of the Code, so as to prevent the inclusion in gross income of any amounts deferred
hereunder in a taxable year that is prior to the taxable year or years in which such amounts would
otherwise actually be distributed or made available to Participants or Beneficiaries. This Plan
shall be construed, administered, and governed in a manner that effects such intent, and the
Committee shall not take any action that would be inconsistent with such intent. Any provisions
that would cause any amount deferred or payable under the Plan to be includible in the gross income
of any Participant or Beneficiary under Section&nbsp;409A(a)(1) of the Code shall have no force and
effect unless and until amended to cause such amount to not be so includible (which amendment may
be retroactive to the extent permitted by Section&nbsp;409A of the Code).


<P align="center" style="font-size: 12pt"><B>SECTION IV<BR>
AMENDMENT AND TERMINATION</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">The Company reserves the right to amend or terminate the Plan at any time by action of the
Compensation Committee of the Board, except that that no such action shall adversely affect any
Participant or Beneficiary who has an Account, or result in any change in the timing or manner of
payment of the amount of any Account (except as otherwise permitted under the Plan), without the
consent of the Participant or Beneficiary; <U>provided</U>, <U>however</U>, that the limitation
requiring the consent of Participants or Beneficiaries to certain actions shall not apply to any
amendment or termination that is deemed necessary by the Company to ensure compliance with Section
409A of the Code. Notwithstanding the foregoing, in the event that the Plan is terminated, the
amounts allocated to a Participant&#146;s Account shall be distributed to the Participant or his
Beneficiary on the dates on which the Participant or his Beneficiary would otherwise receive
benefits hereunder without regard to the termination of the Plan; <U>provided</U>,
<U>however</U>, that to the extent permitted by Section&nbsp;409A of the Code, the Committee may direct
that the Participant or his Beneficiary receive an immediate lump sum payment equal to the amount
credited to his Account.


<P align="center" style="font-size: 12pt"><B>SECTION V<BR>
MISCELLANEOUS</B>



<P align="left" style="font-size: 12pt; text-indent: 4%"><B>5.1. Non-alienation of Deferred Compensation. </B>Except as permitted by the Plan, no right or
interest under the Plan of any Participant or Beneficiary shall, without the written consent of the
Company, be (i)&nbsp;assignable or transferable in any manner, (ii)&nbsp;subject to alienation, anticipation,
sale, pledge, encumbrance, attachment, garnishment or other legal process or (iii)&nbsp;in any manner
liable for or subject to the debts or liabilities of the Participant or Beneficiary.
Notwithstanding the foregoing, to the extent permitted by Section&nbsp;409A of the Code, the Committee
shall honor a judgment, order or decree from a state domestic relations court which requires the
payment of part or all of a Participants&#146; or Beneficiary&#146;s interest under this Plan to an
&#147;alternate payee&#148; as defined in Section 414(p) of the Code.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>5.2. Participation by Employees of Affiliates. </B>An Eligible Employee who is employed by an
Affiliate (that has adopted the Plan) and who elects to participate in the Plan shall participate
on the same basis as an Eligible Employee of the Company. The Account of a Participant employed by
an Affiliate shall be paid in accordance with the Plan solely by such Affiliate to the extent
attributable to Base Salary or Incentive Compensation that would have been paid by such Affiliate
in the absence of deferral pursuant to the Plan, unless the Board otherwise determines that the
Company shall be the obligor.



<P align="left" style="margin-left:4%; font-size: 12pt"><B>5.3. Interest of Participant</B>


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;The obligation of the Company and the Affiliates under the Plan to make payment of amounts
reflected in an Account merely constitutes the unsecured promise of the Company and the Affiliates
to make payments from their general assets and no Participant or Beneficiary shall have any
interest in, or a lien or prior claim upon, any property of the Company or any Affiliate. Nothing
in the Plan shall be construed as guaranteeing future employment to Eligible Employees. It is the
intention of the Company and the Affiliates that the Plan be unfunded for tax purposes and for
purposes of Title I of ERISA. The Company may create a trust to hold funds to be used in payment
of its and the Affiliates&#146; obligations under the Plan, and may fund such trust; <U>provided</U>,
<U>however</U>, that any funds contained therein shall remain liable for the claims of the
Company&#146;s and any Affiliate&#146;s general creditors.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;In the event that, in the discretion of the Committee, the Company and/or its Affiliates
purchases an insurance policy or policies insuring the life of any Participant (or any other
property) to allow the Company and/or its Affiliates to recover the cost of providing the benefits,
in whole or in part, hereunder, neither the Participants nor their Beneficiaries or other
distributees shall have nor acquire any rights whatsoever therein or in the proceeds therefrom.
The Company and/or its Affiliates shall be the sole owner and beneficiary of any such policy or
policies and, as such, shall possess and may exercise all incidents of ownership therein. A
Participant&#146;s participation in the underwriting or other steps necessary to acquire such policy or
policies may be required by the Company and, if required, shall not be a suggestion of any
beneficial interest in such policy or policies to such Participant or any other person.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>5.4. Claims of Other Persons. </B>The provisions of the Plan shall in no event be construed as
giving any other person, firm or corporation any legal or equitable right as against the Company or
any Affiliate or the officers, employees or directors of the Company or any Affiliate, except any
such rights as are specifically provided for in the Plan or are hereafter created in accordance
with the terms and provisions of the Plan.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>5.5. Severability. </B>The invalidity and unenforceability of any particular provision of the
Plan shall not affect any other provision hereof, and the Plan shall be construed in all respects
as if such invalid or unenforceable provision were omitted.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>5.6. Governing Law. </B>Except to the extent preempted by federal law, the provisions of the Plan
shall be governed and construed in accordance with the laws of the State of Delaware.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>5.7. Relationship to Other Plans. </B>The Plan is intended to serve the purposes of and to be
consistent with any incentive compensation plan approved by the Committee for purposes of the Plan.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>5.8. Successors. </B>The Company shall require any successor (whether direct or indirect, by
purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the
business and/or assets of the Company expressly to assume this Plan. This Plan shall be binding
upon and inure to the benefit of the Company and any successor of or to the Company, including
without limitation any persons acquiring directly or indirectly all or substantially all of the
business and/or assets of the Company whether by sale, merger, consolidation, reorganization or
otherwise (and such successor shall thereafter be deemed the &#147;Company&#148; for the purposes of this
Plan), and the heirs, beneficiaries, executors and administrators of each Participant.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>5.9. Withholding of Taxes. </B>The Company and its Affiliates may withhold or cause to be
withheld from any amounts deferred or payable under the Plan all federal, state, local and other
taxes as shall be legally required.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>5.10. Electronic or Other Media. </B>Notwithstanding any other provision of the Plan to the
contrary, including any provision that requires the use of a written instrument, the Committee may
establish procedures for the use of electronic or other media in communications and transactions
between the Plan or the Committee and Participants and Beneficiaries. Electronic or other media
may include, but are not limited to, e-mail, the Internet, intranet systems and automated
telephonic response systems.



<P align="left" style="margin-left:4%; font-size: 12pt"><B>5.11. Headings; Interpretation</B>


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;Headings in this Plan are inserted for convenience of reference only and are not to be
considered in the construction of the provisions hereof. Unless the context clearly requires
otherwise, the masculine pronoun wherever used herein shall be construed to include the feminine
pronoun.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;Any reference in this Plan to Section&nbsp;409A of the Code will also include any proposed,
temporary or final regulations, or any other guidance, promulgated with respect to such Section
409A by the U.S. Department of Treasury or the Internal Revenue Service.


<P align="left" style="font-size: 12pt; text-indent: 8%">(c)&nbsp;For purposes of the Plan, the phrase &#147;permitted by Section&nbsp;409A of the Code,&#148; or words or
phrases of similar import, shall mean that the event or circumstance shall only be permitted to the
extent it would not cause an amount deferred or payable under the Plan to be includible in the
gross income of a Participant or Beneficiary under Section&nbsp;409A(a)(1) of the Code.



<P align="left" style="margin-left:7%; font-size: 12pt">EXECUTED at <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>, on this <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>day of <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>, 2005.



<P align="left" style="margin-left:22%; font-size: 12pt">NETWORK APPLIANCE, INC.



<P align="left" style="margin-left:22%; font-size: 12pt">By: <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>


<P align="left" style="font-size: 12pt; text-indent: 22%">Title: <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>



<P align="center" style="font-size: 10pt; display: none">


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