McAFEE, INC. Amendment of Stock Options

Exhibit 10.3

McAFEE, INC.

Amendment of Stock Options

     By electing to amend your discount options, the outstanding Stock Option Agreements (the "Agreements”) related to grants number 23552, 31936, and 32115 under the McAfee, Inc. (the "Company”) 1997 Stock Incentive Plan and the Networks Associates, Inc. 2000 Nonstatutory Stock Option Plan (together, the “Plans”) by and between the Company and Xxxxxxxxxxx Xxxxx (“Optionee”) are hereby amended as follows:

     Unless otherwise defined herein, initially capitalized terms shall have the same meanings as defined in the Plan.

     1. Effective Date. This Amendment of Stock Options and Election to Amend Stock Options (“Amendment”) is effective as of the last date on which this Agreement is executed (the “Effective Date”).

     2. Amendments to Exercise Price Per Share.

	(a)		The exercise price of the options which vest January 1, 2005 or later, to purchase 2,083 shares of Company common stock under grant number 23552 are hereby increased to $6.03 per share;
	(b)		The exercise price of the options which vest January 1, 2005 or later, to purchase 30,000 shares of Company common stock under grant number 31936 are hereby increased to $18.90 per share; and
	(c)		The exercise price of the options which vest January 1, 2005 or later, to purchase 75,000 shares of Company common stock under grant number 32115 are hereby increased to $16.75 per share.

     3. Option Agreements. To the extent not expressly amended hereby, the Agreements remain in full force and effect.

     4. Payment. In order to compensate you for 100% of the value lost by increasing your option exercise prices, the Company agrees to pay you $135,532.72 on the first payroll date in January 2009, irrespective of whether or not you are an employee of the Company on such date.

     5. Entire Agreement. This Amendment, taken together with the Agreements (to the extent not expressly amended hereby), and any duly authorized written or electronic agreement entered into by and between the Company and Optionee relating to the stock option grants evidenced by the Agreements, represent the entire agreement of the parties, supersede any and all previous contracts, arrangements or understandings between the parties with respect to the stock option grants evidenced by the Agreements, and may be amended at any time only by mutual written agreement of the parties hereto.

     This Amendment must be properly completed and signed by you and delivered to Xxxxx Xxxx at McAfee, Inc., 0000 Xxxxxxxxxxxx Xx., Xxxxx, Xxxxx, 00000, U.S.A.

     IN WITNESS WHEREOF, this instrument is effective as of the Effective Date.

McAFEE, INC.		OPTIONEE
/s/ Xxxx Xxxxx Signature		/s/ Xxxxxxxxxxx Xxxxx Signature
2/11/08 Date of Signature		2/11/08 Date of Signature
Xxxx Xxxxx Print Name		Xxxxxxxxxxx Xxxxx Print Name
CFO & COO Title		EVP & CTO Title
		[Omitted] Residence Address

-2-

Equity Summary

Section 16

Xxxxx Xxxxx

																						FMV on
																		Revised				Revised												Outstanding				Outstanding				Number of
						Original				Exercise				Discounted				Measurement				Measurement								Shares				Shares Subject				Shares Not				Shares Eligible				Potential Cash
Grant Number		Grant Type				Grant Date				Price				Grant				Date				Date				Original Grant				Outstanding *				to 409A *				Subject to 409A *				for Repricing				Payment
35505		RSU					3/7/2006			$	0.00			N/A													50,000				50,000				0				50,000
35418		RSA					8/23/2005			$	0.01			N/A													50,000				16,666				0				16,666
33886		NQO					4/19/2005			$	21.61			No													80,000				80,000				0				80,000
32115		NQO					5/4/2004			$	16.57			Yes					7/21/2004			$	16.75				75,000				75,000				75,000				0				75,000			$	13,500.00
31936		NQO					1/2/2004			$	14.96			Yes					4/13/2004			$	18.90				30,000				30,000				30,000				0				30,000			$	118,200.00
29068		NQO					1/2/2003			$	16.90			No					4/8/2003			$	13.75				35,000				35,000				0				35,000
26488		NQO					1/16/2002			$	25.43			No					4/9/2002			$	22.50				40,000				40,000				0				40,000
23552		NQO					1/2/2001			$	4.19			Yes					2/12/2001			$	6.03				100,000				72,500				2,083				70,417				2,083			$	3,832.72
20390		NQO					7/3/2000			$	21.13			No													20,000				20,000				0				20,000
18779		NQO					1/4/2000			$	24.56			Yes					5/9/2000			$	25.00				4,500				4,500				0				4,500
15184		NQO					10/18/1999			$	16.94			Yes					1/24/2000			$	28.50				10,000				10,000				0				10,000
13753		NQO					4/22/1999			$	11.06			No													10,000				10,000				0				10,000
9893		NQO					4/20/1999			$	11.06			No													5,000				5,000				0				5,000
																						NQO TOTAL:									382,000				107,083				274,917				107,083			$	135,532.72

* Data presented as of January 28, 2008