Fourth Amendement To The Registrants Savings And Retirement Plan

Exhibit 10.33


Fourth Amendment to
Adaptec, Inc. Savings and Retirement Plan


THIS FOURTH AMENDMENT to the Adaptec, Inc. Savings and Retirement Plan, originally effective January 1, 1986 and most recently restated in its entirety January 1, 1997, as amended (the "Plan"), is adopted effective January 1, 2006:

The Plan is hereby amended by adding the following Addendum thereto:

Code Sections 401 (k) and 401 (m) 2004 Financial Regulations
Addendum to Adaptec, Inc. Savings and Retirement Plan

Section 1. PREAMBLE


1.1 Adoption of Amendment . This Amendment is adopted to reflect the final regulations under sections 401(k) and 401(m) of the Code. This Amendment is intended as a good faith compliance with the requirements of sections 401(k) and 401(m) of the Code and is to be construed in accordance with guidance issued thereunder.

1.2 Supersession of Inconsistent Provisions . This Amendment shall supersede the provisions of the Plan to the extent those provisions are inconsistent with the provisions of this Amendment.

Section II. General Provisions

2.1 Deferral Election Process . The Plan shall allow Participant's to elect to commence, increase, decrease or discontinue Elective Deferral Contributions at least once per year, or more frequently as the Plan Administrator may specify in uniform and nondiscriminatory rules from time to time.

2.2 One-Time Irrevocable Elections . The Plan does not allow one-time irrevocable elections not to participate.

2.3 Prefunding Contributions . Except for occasional bona-fide administrative considerations, Elective Deferral Contributions and Employer Matching Contributions thereon cannot precede the earlier of (a) the performance of services relating to the contributions and (b) when the compensation that is subject to the election would be payable to the employee in the absence of an election to defer.

2.4 Vesting of Employer Contributions . The Plan complies with the vesting requirements.

2.5 Contributions in Excess of Deferral Election . If a Participant may elect between cash or a Plan contribution in excess of the cash, the portion in excess of the available cash shall be treated as an Employer Matching Contributioon.

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2.6 Distribution Restrictions Retained . Thee Plan shall retain the distribution restrictions applicable to electi ...