exv4w02



 





Exhibit 4.02



THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED
IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART
MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF,
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (“DTC”), A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS
MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.




INTUIT INC.




5.40% Senior Notes due 2012




CUSIP NO. 461202 AA 1



ISIN NO. US461202 AA 16




			
	 	 	 
	No. 1
	 	U.S. $500,000,000






     INTUIT INC., a corporation duly organized and existing under the laws of Delaware (herein
called the “Company,” which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the
principal sum of FIVE HUNDRED MILLION ($500,000,000) Dollars on March 15, 2012, and to pay interest
thereon from March 12, 2007 or from the most recent Interest Payment Date to which interest has
been paid or duly provided for, semi-annually on March 15 and September 15 in each year, commencing
on September 15, 2007, at the rate of 5.40% per annum, until the principal hereof is paid or made
available for payment. The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest, which shall be the March 1 or September 1 (whether or not a
Business Day), as



 









 







the case may be, next preceding such Interest Payment Date. Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this Security (or one or
more Predecessor Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to
Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in said Indenture.



     Payment of the principal of (and premium, if any) and interest on this Security will be made
at the office or agency of the Company maintained for that purpose, which initially shall be the
Corporate Trust Office located at 700 S. Flower Street, Suite 500, Los Angeles, California 90017,
in such coin or currency of the United States of America as at the time of payment is legal tender
for payment of public and private debts. Payment of principal of (and premium, if any) and
interest on a Global Security registered in the name of or held by DTC or its nominee will be made
in immediately available funds to DTC or its nominee, as the case may be, as the registered holder
of such Global Security. If any of the Securities are no longer represented by a Global Security,
payment of interest on certificated notes in definitive form may, at the option of Company, be made
by (i) check mailed to the address of the Person entitled thereto as such address shall appear in
the Security Register, or (ii) upon request of any Holder of at least $1,000,000 principal amount
of Securities, wire transfer to an account located in the United States maintained by the such
payee.



     Reference is hereby made to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.



     Unless the certificate of authentication hereon has been executed by the Trustee referred to
on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.



2









 





     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its
corporate seal.



Dated: March 12, 2007




	 	 	 	 	 
	 	INTUIT INC.

 	 
	 	By:  	 	 
	 	 	Name:  	Kiran M. Patel 	 
	 	 	Title:  	Senior Vice President and Chief Financial Officer 	 
	 


ATTEST:




	 	 	 	 	 
	INTUIT INC.

 	 	 
	By:  	 	 	 
	 	Name:  	Laura A. Fennell 	 	 
	 	Title:  	Corporate Secretary 	 	 
	 


(SEAL)




3









 









     This is one of the Securities of the series designated herein referred to in the
within-mentioned Indenture.



	 	 	 	 	 
	 	THE BANK OF NEW YORK TRUST

COMPANY, N.A., As Trustee

 	 
	 	By:  	 	 	 
	 	 	Authorized Officer 	 
	 	 	 	 



4









 






	 	 	 	 	 



(REVERSE OF NOTE)





     This Security is one of a duly authorized issue of securities of the Company (herein called
the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of
March 7, 2007 (herein called the “Indenture,” which term shall have the meaning assigned to it in
such instrument), between the Company and The Bank of New York Trust Company, N.A., as Trustee
(herein called the “Trustee,” which term includes any successor trustee under the Indenture), and
reference is hereby made to the Indenture, the Officers’
Certificate dated March 12, 2007, pursuant to Sections 1.02 and 3.01
of the Indenture and all indentures supplemental thereto for a statement
of the respective rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered. This Security is one of the series designated on the face
hereof.



     The Securities of this series are subject to redemption, in whole or in part, at the election
of the Company upon not less than 30 days’ nor more than 60 days’ notice by mail, at a Redemption
Price equal to the greater of: (1) 100% of the aggregate principal amount of the Securities to be
redeemed, and (2) the sum of the present values of the Remaining Scheduled Payments (as defined
below), plus, in each case, accrued and unpaid interest to, but not including, the Redemption Date.
In determining the present values of the Remaining Scheduled Payments, the Company will discount
such payments to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) using a discount rate equal to the Treasury Rate plus 0.15% (15 basis
points).



     “Remaining Scheduled Payments” means, with respect to any Security to be redeemed, the
remaining scheduled payments of the principal thereof and interest thereon that would be due after
the related Redemption Date but for such redemption; provided, however, that, if such Redemption
Date is not an Interest Payment Date with respect to such Security, the amount of the next
scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to
such Redemption Date.



     In the event of redemption of this Security in part only, a new Security or Securities of this
series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder
hereof upon the cancellation hereof.



     Unless the Company defaults in payment of the Redemption Price, on and after the Redemption
Date interest will cease to accrue on the Securities, or portions thereof, called for redemption.



     If an Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due and payable in the
manner and with the effect provided in the Indenture.



5









 





     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of more than 50% in principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also contains provisions
permitting the Holders of specified percentages in principal amount of the Securities of each
series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive
compliance by the Company with certain provisions of the Indenture and certain past defaults under
the Indenture and their consequences. Any such consent or waiver by the Holder of this Security
shall be conclusive and binding upon such Holder and upon all future Holders of this Security and
of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this Security.



     As provided in and subject to the provisions of the Indenture, the Holder of this Security
shall not have the right to institute any proceeding with respect to the Indenture or for the
appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall
have previously given the Trustee written notice of a continuing Event of Default with respect to
the Securities of this series, the Holders of not less than 25% in principal amount of the
Securities of this series at the time Outstanding shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default as Trustee and offered the Trustee
reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in
principal amount of Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60 days after receipt of
such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted
by the Holder of this Security for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates expressed herein.



     No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of and any premium and interest on this Security at the times, place and rate, and in
the coin or currency, herein prescribed.



     As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Security is registrable in the Security Register, upon surrender of this Security
for registration of transfer at the office or agency of the Company in any place where the
principal of and any premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or its attorney duly authorized in writing,
and thereupon one or more new Securities of this series and of like tenor,



6









 







of authorized denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.



     The Securities of this series are issuable only in registered form without coupons in
denominations of $2,000 and any integral multiples of $1,000 thereof. As provided in the Indenture
and subject to certain limitations therein set forth, Securities of this series are exchangeable
for a like aggregate principal amount of Securities of this series and of like tenor of a different
authorized denomination, as requested by the Holder surrendering the same.



     No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.



     Prior to due presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in whose name this
Security is registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.



     All terms used in this Security which are defined in the Indenture or in the Company’s
Officers’ Certificate, dated March 12, 2007 and delivered pursuant to the Indenture, shall have the
meanings assigned to them in the Indenture or such Officers’ Certificate.



7









 




THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED
IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART
MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF,
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (“DTC”), A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS
MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.




INTUIT INC.




5.75% Senior Notes due 2017




CUSIP
NO. 461202 AB 9



ISIN NO. US 461202 AB 98




			
	 	 	 
	No. 1
	 	U.S. $500,000,000






     INTUIT INC., a corporation duly organized and existing under the laws of Delaware (herein
called the “Company,” which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the
principal sum of FIVE HUNDRED MILLION ($500,000,000) Dollars on March 15, 2017, and to pay interest
thereon from March 12, 2007 or from the most recent Interest Payment Date to which interest has
been paid or duly provided for, semi-annually on March 15 and September 15 in each year, commencing
on September 15, 2007, at the rate of 5.75% per annum, until the principal hereof is paid or made
available for payment. The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest, which shall be the March 1 or September 1 (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not
so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in



8









 







whose name this Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10
days prior to such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture.



     Payment of the principal of (and premium, if any) and interest on this Security will be made
at the office or agency of the Company maintained for that purpose, which initially shall be the
Corporate Trust Office located at 700 S. Flower Street, Suite 500, Los Angeles, California 90017,
in such coin or currency of the United States of America as at the time of payment is legal tender
for payment of public and private debts. Payment of principal of (and premium, if any) and
interest on a Global Security registered in the name of or held by DTC or its nominee will be made
in immediately available funds to DTC or its nominee, as the case may be, as the registered holder
of such Global Security. If any of the Securities are no longer represented by a Global Security,
payment of interest on certificated notes in definitive form may, at the option of Company, be made
by (i) check mailed to the address of the Person entitled thereto as such address shall appear in
the Security Register, or (ii) upon request of any Holder of at least $1,000,000 principal amount
of Securities, wire transfer to an account located in the United States maintained by the such
payee.



     Reference is hereby made to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.



     Unless the certificate of authentication hereon has been executed by the Trustee referred to
on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.



9









 





     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its
corporate seal.



Dated: March 12, 2007




	 	 	 	 	 
	 	INTUIT INC.

 	 
	 	By:  	 	 
	 	 	Name:  	Kiran M. Patel 	 
	 	 	Title:  	Senior Vice President and Chief Financial Officer 	 
	 


ATTEST:




	 	 	 	 	 
	INTUIT INC.

 	 	 
	By:  	 	 	 
	 	Name:  	Laura A. Fennell 	 	 
	 	Title:  	Corporate Secretary 	 	 
	 


(SEAL)




10









 









     This is one of the Securities of the series designated herein referred to in the
within-mentioned Indenture.



	 	 	 	 	 
	 	THE BANK OF NEW YORK TRUST

COMPANY, N.A., As Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Officer 	 
	 	 	 	 



11









 






	 	 	 	 	 



(REVERSE OF NOTE)





     This Security is one of a duly authorized issue of securities of the Company (herein called
the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of
March 7, 2007 (herein called the “Indenture,” which term shall have the meaning assigned to it in
such instrument), between the Company and The Bank of New York Trust Company, N.A., as Trustee
(herein called the “Trustee,” which term includes any successor trustee under the Indenture), and
reference is hereby made to the Indenture, the Officers’
Certificate dated March 12, 2007, pursuant to Sections 1.02 and 3.01
of the Indenture and all indentures supplemental thereto for a statement
of the respective rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered. This Security is one of the series designated on the face
hereof.



     The Securities of this series are subject to redemption, in whole or in part, at the election
of the Company upon not less than 30 days’ nor more than 60 days’ notice by mail, at a Redemption
Price equal to the greater of: (1) 100% of the aggregate principal amount of the Securities to be
redeemed, and (2) the sum of the present values of the Remaining Scheduled Payments (as defined
below), plus, in each case, accrued and unpaid interest to, but not including, the Redemption Date.
In determining the present values of the Remaining Scheduled Payments, the Company will discount
such payments to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) using a discount rate equal to the Treasury Rate plus 0.20% (20 basis
points).



     “Remaining Scheduled Payments” means, with respect to any Security to be redeemed, the
remaining scheduled payments of the principal thereof and interest thereon that would be due after
the related Redemption Date but for such redemption; provided, however, that, if such Redemption
Date is not an Interest Payment Date with respect to such Security, the amount of the next
scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to
such Redemption Date.



     In the event of redemption of this Security in part only, a new Security or Securities of this
series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder
hereof upon the cancellation hereof.



     Unless the Company defaults in payment of the Redemption Price, on and after the Redemption
Date interest will cease to accrue on the Securities, or portions thereof, called for redemption.



     If an Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due and payable in the
manner and with the effect provided in the Indenture.



12









 





     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of more than 50% in principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also contains provisions
permitting the Holders of specified percentages in principal amount of the Securities of each
series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive
compliance by the Company with certain provisions of the Indenture and certain past defaults under
the Indenture and their consequences. Any such consent or waiver by the Holder of this Security
shall be conclusive and binding upon such Holder and upon all future Holders of this Security and
of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this Security.



     As provided in and subject to the provisions of the Indenture, the Holder of this Security
shall not have the right to institute any proceeding with respect to the Indenture or for the
appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall
have previously given the Trustee written notice of a continuing Event of Default with respect to
the Securities of this series, the Holders of not less than 25% in principal amount of the
Securities of this series at the time Outstanding shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default as Trustee and offered the Trustee
reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in
principal amount of Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60 days after receipt of
such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted
by the Holder of this Security for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates expressed herein.



     No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of and any premium and interest on this Security at the times, place and rate, and in
the coin or currency, herein prescribed.



     As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Security is registrable in the Security Register, upon surrender of this Security
for registration of transfer at the office or agency of the Company in any place where the
principal of and any premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or its attorney duly authorized in writing,
and thereupon one or more new Securities of this series and of like tenor,



13









 







of authorized denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.



     The Securities of this series are issuable only in registered form without coupons in
denominations of $2,000 and any integral multiples of $1,000 thereof. As provided in the Indenture
and subject to certain limitations therein set forth, Securities of this series are exchangeable
for a like aggregate principal amount of Securities of this series and of like tenor of a different
authorized denomination, as requested by the Holder surrendering the same.



     No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.



     Prior to due presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in whose name this
Security is registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.



     All terms used in this Security which are defined in the Indenture or in the Company’s
Officers’ Certificate, dated March 12, 2007 and delivered pursuant to the Indenture, shall have the
meanings assigned to them in the Indenture or such Officers’ Certificate.




14