<PAGE>
                                                                     EXHIBIT 4.8


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY 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 THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 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 IS
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.

THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT
FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE
"SECURITIES ACT"), AND THIS SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE
UPON CONVERSION THEREOF MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY
MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS
SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION THEREOF MAY BE
OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES
TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN
OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (III)
PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY
RULE 144 THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES, AND (B) THE HOLDER WILL, AND

<PAGE>

EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY
FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

THE HOLDER OF THIS SECURITY IS ENTITLED TO THE BENEFITS OF A REGISTRATION RIGHTS
AGREEMENT (AS SUCH TERM IS DEFINED IN THE INDENTURE REFERRED TO ON THE REVERSE
HEREOF) AND, BY ITS ACCEPTANCE HEREOF, AGREES TO BE BOUND BY AND TO COMPLY WITH
THE PROVISIONS OF SUCH REGISTRATION RIGHTS AGREEMENT.

<PAGE>

                               EMULEX CORPORATION


CUSIP: 292475AA8                                                             R-1

        1.75% CONVERTIBLE SUBORDINATED NOTES DUE FEBRUARY 1, 2007 Emulex
Corporation, a Delaware corporation (the "Company", which term shall include any
successor corporation under the Indenture referred to on the reverse hereof),
promises to pay to CEDE & CO., or registered assigns, the principal sum of Three
Hundred Forty-Five Million Dollars ($345,000,000.00) on February 1, 2007 or such
greater or lesser amount as is indicated on the Schedule of Exchanges of Notes
on the other side of this Note.

Interest Payment Dates:    February 1 and August 1

Record Dates:              January 15 and July 15


This Note is convertible as specified on the other side of this Note. Additional
provisions of this Note are set forth on the other side of this Note.


                             SIGNATURE PAGE FOLLOWS

<PAGE>

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.


                                        EMULEX CORPORATION


                                        By: ___________________________________
                                        Name: Paul Folino
                                        Title: Chief Executive Officer

Attest:


________________________________
Name: Michael J. Rockenbach
Title: Chief Financial Officer

Dated:

Trustee's Certificate of Authentication:  This is one of the
Securities referred to in the within-mentioned Indenture.

STATE STREET BANK AND TRUST COMPANY OF
CALIFORNIA, N.A.
as Trustee


________________________________
Authorized Signatory

By:

<PAGE>

                               EMULEX CORPORATION
            1.75% CONVERTIBLE SUBORDINATED NOTES DUE FEBRUARY 1, 2007


INTEREST

Emulex Corporation, a Delaware corporation (the "Company", which term shall
include any successor corporation under the Indenture hereinafter referred to),
promises to pay interest on the principal amount of this Note at the rate of
1.75% per annum. The Company shall pay interest semiannually on February 1 and
August 1 of each year, commencing August 1, 2002. Interest on the Notes shall
accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from January 29, 2002; provided, however, that if there
is not an existing default in the payment of interest and if this Note is
authenticated between a record date referred to on the face hereof and the next
succeeding interest payment date, interest shall accrue from such interest
payment date. Interest will be computed on the basis of a 360-day year of twelve
30-day months. Any reference herein to interest accrued or payable as of any
date shall include any Additional Interest accrued or payable on such date as
provided in the Registration Rights Agreement.

METHOD OF PAYMENT

The Company shall pay interest on this Note (except defaulted interest) to the
person who is the Holder of this Note at the close of business on January 15 or
July 15, as the case may be, next preceding the related interest payment date.
The Holder must surrender this Note to a Paying Agent to collect payment of
principal. The Company will pay principal and interest in money of the United
States that at the time of payment is legal tender for payment of public and
private debts. The Company may, however, pay principal and interest in respect
of any Certificated Security by check or wire payable in such money; provided,
however, that a Holder with an aggregate principal amount in excess of
$2,000,000 will be paid by wire transfer in immediately available funds at the
election of such Holder if such Holder has provided wire transfer instructions
to the Company. The Company may mail an interest check to the Holder's
registered address. Notwithstanding the foregoing, so long as this Note is
registered in the name of a Depositary or its nominee, all payments hereon shall
be made by wire transfer of immediately available funds to the account of the
Depositary or its nominee.

PAYING AGENT, REGISTRAR AND CONVERSION AGENT

Initially, State Street Bank and Trust Company of California, N.A. (the
"Trustee", which term shall include any successor trustee under the Indenture
hereinafter referred to) will act as Paying Agent, Registrar and Conversion
Agent. The Company may change any Paying Agent, Registrar or Conversion Agent
without notice to the Holder. The Company or any of its Subsidiaries may,
subject to certain limitations set forth in the Indenture, act as Paying Agent
or Registrar.

INDENTURE, LIMITATIONS

This Note is one of a duly authorized issue of Securities of the Company
designated as its 1.75% Convertible Subordinated Notes Due February 1, 2007 (the
"Notes"), issued under an Indenture

<PAGE>

dated as of January 29, 2002 (together with any supplemental indentures thereto,
the "Indenture"), between the Company and the Trustee. The terms of this Note
include those stated in the Indenture and those required by or made part of the
Indenture by reference to the Trust Indenture Act of 1939, as amended, as in
effect on the date of the Indenture. This Note is subject to all such terms, and
the Holder of this Note is referred to the Indenture and said Act for a
statement of them. The Notes are subordinated unsecured obligations of the
Company limited to $345,000,000 aggregate principal amount. The Indenture does
not limit other debt of the Company, secured or unsecured, including Senior
Indebtedness.

OPTIONAL REDEMPTION

The Notes are subject to redemption, at any time on or after February 5, 2005,
as a whole or from time to time in part, at the election of the Company. The
Redemption Prices (expressed as percentages of the principal amount) are as
follows for Notes redeemed during the periods set forth below:

<TABLE>
<CAPTION>
                       PERIOD                                   REDEMPTION PRICE
                       ------                                   ----------------
<S>                                                             <C>
        February 5, 2005 through January 31, 2006 ..........       100.4375%
        February 1, 2006 and thereafter ....................            100%
</TABLE>

in each case together with accrued interest up to but not including the
Redemption Date; provided that if the Redemption Date falls after an interest
payment record date and on or before an interest payment date, then the interest
will be payable to the Holders in whose names the Notes are registered at the
close of business on the relevant interest payment record dates.

        No sinking fund is provided for the Notes.

NOTICE OF REDEMPTION

Notice of redemption will be mailed by first-class mail at least 20 days but not
more than 60 days before the Redemption Date to each Holder of Notes to be
redeemed at its registered address. Notes in denominations larger than $1,000
may be redeemed in part, but only in whole multiples of $1,000. On and after the
Redemption Date, subject to the deposit with the Paying Agent of funds
sufficient to pay the Redemption Price plus accrued interest, if any, accrued
to, but excluding, the Redemption Date, interest shall cease to accrue on Notes
or portions of them called for redemption.

PURCHASE OF NOTES AT OPTION OF HOLDER UPON A CHANGE IN CONTROL

At the option of the Holder and subject to the terms and conditions of the
Indenture, the Company shall become obligated to purchase all or any part
specified by the Holder (so long as the principal amount of such part is $1,000
or an integral multiple of $1,000 in excess thereof) of the Notes held by such
Holder on the date that is 30 Business Days after the occurrence of a Change in
Control, at a purchase price equal to 100% of the principal amount thereof
together with accrued interest up to, but excluding, the Change in Control
Purchase Date. The Holder shall have the right to withdraw

<PAGE>

any Change in Control Purchase Notice (in whole or in a portion thereof that is
$1,000 or an integral multiple of $1,000 in excess thereof) at any time prior to
the close of business on the Business Day next preceding the Change in Control
Purchase Date by delivering a written notice of withdrawal to the Paying Agent
in accordance with the terms of the Indenture.

CONVERSION

A Holder of a Note may convert the principal amount of such Note (or any portion
thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof)
into shares of Common Stock at any time prior to the close of business on
February 1, 2007; provided, however, that if the Note is called for redemption
or subject to purchase upon a Change in Control, the conversion right will
terminate at the close of business on the Business Day immediately preceding the
Redemption Date or the Change in Control Purchase Date, as the case may be, for
such Note or such earlier date as the Holder presents such Note for redemption
or purchase (unless the Company shall default in making the redemption payment
or Change in Control Purchase Price, as the case may be, when due, in which case
the conversion right shall terminate at the close of business on the date such
default is cured and such Note is redeemed or purchased).

The initial Conversion Price is $53.84 per share, subject to adjustment under
certain circumstances as provided in the Indenture. The number of shares of
Common Stock issuable upon conversion of a Note is determined by dividing the
principal amount of the Note or portion thereof converted by the Conversion
Price in effect on the Conversion Date. No fractional shares will be issued upon
conversion; in lieu thereof, an amount will be paid in cash based upon the
Closing Price (as defined in the Indenture) of the Common Stock on the Trading
Day immediately prior to the Conversion Date.

To convert a Note, a Holder must (a) complete and manually sign the conversion
notice set forth below and deliver such notice to a Conversion Agent, (b)
surrender the Note to a Conversion Agent, (c) furnish appropriate endorsements
and transfer documents if required by a Registrar or a Conversion Agent, and (d)
pay any transfer or similar tax, if required. Notes so surrendered for
conversion (in whole or in part) during the period from the close of business on
any regular record date to the opening of business on the next succeeding
interest payment date (excluding Notes or portions thereof called for redemption
or subject to purchase upon a Change in Control on a Redemption Date or Change
in Control Purchase Date, as the case may be, during the period beginning at the
close of business on a regular record date and ending at the opening of business
on the first Business Day after the next succeeding interest payment date, or if
such interest payment date is not a Business Day, the second such Business Day)
shall also be accompanied by payment in funds acceptable to the Company of an
amount equal to the interest payable on such interest payment date on the
principal amount of such Note then being converted, and such interest shall be
payable to such registered Holder notwithstanding the conversion of such Note,
subject to the provisions of this Indenture relating to the payment of defaulted
interest by the Company. If the Company defaults in the payment of interest
payable on such interest payment date, the Company shall promptly repay such
funds to such Holder. A Holder may convert a portion of a Note equal to $1,000
or any integral multiple thereof.

<PAGE>

A Note in respect of which a Holder had delivered a Change in Control Purchase
Notice exercising the option of such Holder to require the Company to purchase
such Note may be converted only if the Change in Control Purchase Notice is
withdrawn in accordance with the terms of the Indenture.

CONVERSION ARRANGEMENT ON CALL FOR REDEMPTION

Any Notes called for redemption, unless surrendered for conversion before the
close of business on the Business Day immediately preceding the Redemption Date,
may be deemed to be purchased from the Holders of such Notes at an amount not
less than the Redemption Price, together with accrued interest, if any, to, but
not including, the Redemption Date, by one or more investment bankers or other
purchasers who may agree with the Company to purchase such Notes from the
Holders, to convert them into Common Stock of the Company and to make payment
for such Notes to the Paying Agent in trust for such Holders.

SUBORDINATION

The indebtedness evidenced by the Notes is, to the extent and in the manner
provided in the Indenture, subordinate and junior in right of payment to the
prior payment in full of all Senior Indebtedness of the Company. Any Holder by
accepting this Note agrees to and shall be bound by such subordination
provisions and authorizes the Trustee to give them effect. In addition to all
other rights of Senior Indebtedness described in the Indenture, the Senior
Indebtedness shall continue to be Senior Indebtedness and entitled to the
benefits of the subordination provisions irrespective of any amendment,
modification or waiver of any terms of any instrument relating to the Senior
Indebtedness or any extension or renewal of the Senior Indebtedness.

DENOMINATIONS, TRANSFER, EXCHANGE

The Notes are in registered form, without coupons, in denominations of $1,000
and integral multiples of $1,000. A Holder may register the transfer of or
exchange Notes in accordance with the Indenture. The Registrar may require a
Holder, among other things, to furnish appropriate endorsements and transfer
documents and to pay any taxes or other governmental charges that may be imposed
in relation thereto by law or permitted by the Indenture.

PERSONS DEEMED OWNERS

The Holder of a Note may be treated as the owner of it for all purposes.

UNCLAIMED MONEY

If money for the payment of principal or interest remains unclaimed for two
years, the Trustee or Paying Agent will pay the money back to the Company at its
written request, subject to applicable unclaimed property law. After that,
Holders entitled to money must look to the Company for payment as general
creditors unless an applicable abandoned property law designates another person.

<PAGE>

AMENDMENT, SUPPLEMENT AND WAIVER

Subject to certain exceptions, the Indenture or the Notes may be amended or
supplemented with the consent of the Holders of at least a majority in aggregate
principal amount of the Notes then outstanding, and an existing default or Event
of Default and its consequence or compliance with any provision of the Indenture
or the Notes may be waived in a particular instance with the consent of the
Holders of a majority in aggregate principal amount of the Notes then
outstanding. Without the consent of or notice to any Holder, the Company and the
Trustee may amend or supplement the Indenture or the Notes to, among other
things, cure any ambiguity, defect or inconsistency or make any other change
that does not adversely affect the rights of any Holder.

SUCCESSOR ENTITY

When a successor corporation assumes all the obligations of its predecessor
under the Notes and the Indenture in accordance with the terms and conditions of
the Indenture, the predecessor corporation (except in certain circumstances
specified in the Indenture) be released from those obligations.

DEFAULTS AND REMEDIES

Under the Indenture, an Event of Default includes: (i) default for 30 days in
payment of any interest or Additional Interest on any Notes; (ii) default in
payment of any principal (including, without limitation, any premium, if any) on
the Notes when due; (iii) failure by the Company for 60 days after notice to it
to comply with any of its other agreements contained in the Indenture or the
Notes; (iv) default in the payment of certain indebtedness of the Company or a
Significant Subsidiary and (v) certain events of bankruptcy, insolvency or
reorganization of the Company or any Significant Subsidiary. If an Event of
Default (other than as a result of certain events of bankruptcy, insolvency or
reorganization of the Company) occurs and is continuing, the Trustee or the
Holders of at least 25% in aggregate principal amount of the Notes then
outstanding may declare all unpaid principal to the date of acceleration on the
Notes then outstanding to be due and payable immediately, all as and to the
extent provided in the Indenture. If an Event of Default occurs as a result of
certain events of bankruptcy, insolvency or reorganization of the Company,
unpaid principal of the Notes then outstanding shall become due and payable
immediately without any declaration or other act on the part of the Trustee or
any Holder, all as and to the extent provided in the Indenture. Holders may not
enforce the Indenture or the Notes except as provided in the Indenture. The
Trustee may require indemnity satisfactory to it before it enforces the
Indenture or the Notes. Subject to certain limitations, Holders of a majority in
aggregate principal amount of the Notes then outstanding may direct the Trustee
in its exercise of any trust or power. The Trustee may withhold from Holders
notice of any continuing default (except a default in payment of principal or
interest) if it determines that withholding notice is in their interests. The
Company is required to file periodic reports with the Trustee as to the absence
of default.

TRUSTEE DEALINGS WITH THE COMPANY

State Street Bank and Trust Company of California, N.A., the Trustee under the
Indenture, in its individual or any other capacity, may make loans to, accept
deposits from and perform services for

<PAGE>

the Company or an Affiliate of the Company, and may otherwise deal with the
Company or an Affiliate of the Company, as if it were not the Trustee.

NO RECOURSE AGAINST OTHERS

A director, officer, employee or shareholder, as such, of the Company shall not
have any liability for any obligations of the Company under the Notes or the
Indenture nor for any claim based on, in respect of or by reason of such
obligations or their creation. The Holder of this Note by accepting this Note
waives and releases all such liability. The waiver and release are part of the
consideration for the issuance of this Note.

AUTHENTICATION

This Note shall not be valid until the Trustee or an authenticating agent
manually signs the certificate of authentication on the other side of this Note.

ABBREVIATIONS AND DEFINITIONS

Customary abbreviations may be used in the name of the Holder or an assignee,
such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties),
JT TEN (= joint tenants with right of survivorship and not as tenants in
common), CUST (= Custodian) and UGMA (= Uniform Gifts to Minors Act).

All terms defined in the Indenture and used in this Note but not specifically
defined herein are defined in the Indenture and are used herein as so defined.

INDENTURE TO CONTROL; GOVERNING LAW

In the case of any conflict between the provisions of this Note and the
Indenture, the provisions of the Indenture shall control. This Note shall be
governed by, and construed in accordance with, the laws of the State of New
York, without regard to principals of conflicts of law. The Company will furnish
to any Holder, upon written request and without charge, a copy of the Indenture.
Requests may be made to: Emulex Corporation, 3535 Harbor Boulevard, Costa Mesa,
California 92626 (714) 662-5600, Attention: Investor Relations.

<PAGE>

                                 ASSIGNMENT FORM

To assign this Note, fill in the form below:
I or we assign and transfer this Note to

________________________________________________________________________________
                 (Insert assignee's soc. sec. or tax I.D. no.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
             (Print or type assignee's name, address and zip code)

and irrevocably appoint

________________________________________________________________________________

agent to transfer this Note on the books of the Company. The agent may
substitute another to act for him or her.


                                       Your Signature:

Date: ________________________         _________________________________________
                                       (Sign exactly as your name appears on the
                                       other side of this Note)

* Signature guaranteed by:

By: __________________________


*  The signature must be guaranteed by an institution which is a member of one
   of the following recognized signature guaranty programs: (i) the Securities
   Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange
   Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP);
   or (iv) such other guaranty program acceptable to the Trustee.

<PAGE>

                                CONVERSION NOTICE


To convert this Note into Common Stock of the Company, check the box: [ ]
To convert only part of this Note, state the principal amount to be converted
(must be $1,000 or a integral multiple of $1,000): $____________.
If you want the stock certificate made out in another person's name, fill in the
form below:

________________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. no.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
              (Print or type assignee's name, address and zip code)


                                       Your Signature:

Date: ________________________         _________________________________________
                                       (Sign exactly as your name appears on the
                                       other side of this Note)

* Signature guaranteed by:

By: __________________________


*  The signature must be guaranteed by an institution which is a member of one
   of the following recognized signature guaranty programs: (i) the Securities
   Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange
   Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP);
   or (iv) such other guaranty program acceptable to the Trustee.

<PAGE>

                           OPTION TO ELECT REPURCHASE
                            UPON A CHANGE OF CONTROL

To:     Emulex Corporation

        The undersigned registered owner of this Security hereby irrevocably
acknowledges receipt of a notice from Emulex Corporation (the "Company") as to
the occurrence of a Change in Control with respect to the Company and requests
and instructs the Company to redeem the entire principal amount of this
Security, or the portion thereof (which is $1,000 or an integral multiple
thereof) below designated, in accordance with the terms of the Indenture
referred to in this Security at the Change in Control Purchase Price, together
with accrued interest to, but excluding, such date, to the registered Holder
hereof.

Dated: ______________                   _______________________________________

                                        _______________________________________
                                        Signature(s)

                                        Signature(s) must be guaranteed by a
                                        qualified guarantor institution with
                                        membership in an approved signature
                                        guarantee program pursuant to Rule
                                        17Ad-15 under the Securities Exchange
                                        Act of 1934.

                                        ________________________________________
                                        Signature Guaranty

Principal amount to be redeemed
(in an integral multiple of
$1,000, if less than all):

--------------
NOTICE: The signature to the foregoing Election must correspond to the Name as
written upon the face of this Security in every particular, without alteration
or any change whatsoever.

<PAGE>

                         SCHEDULE OF EXCHANGES OF NOTES


The following exchanges, redemptions, repurchases or conversions of a part of
this global Note have been made:

<TABLE>
<CAPTION>
      PRINCIPAL AMOUNT
    OF THIS GLOBAL NOTE
       FOLLOWING SUCH            AUTHORIZED                                      AMOUNT OF
       DECREASE DATE            SIGNATORY OF      AMOUNT OF DECREASE IN         INCREASE IN
      OF EXCHANGE (OR            SECURITIES          PRINCIPAL AMOUNT        PRINCIPAL AMOUNT
         INCREASE)               CUSTODIAN         OF THIS GLOBAL NOTE      OF THIS GLOBAL NOTE
    -------------------         ------------      ---------------------     -------------------
<S>                             <C>               <C>                       <C>




</TABLE>


<PAGE>

            CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION
                  OF TRANSFER OF TRANSFER RESTRICTED SECURITIES


Re:  1.75% Convertible Subordinated Notes Due February 1, 2007 (the "Notes") of
     Emulex Corporation

This certificate relates to $_______ principal amount of Notes owned in (check
applicable box) [ ] book-entry or [ ] definitive form by ___________________
(the "Transferor").

The Transferor has requested a Registrar or the Trustee to exchange or register
the transfer of such Notes.

In connection with such request and in respect of each such Note, the Transferor
does hereby certify that the Transferor is familiar with transfer restrictions
relating to the Notes as provided in Section 2.12 of the Indenture dated as of
January 29, 2002 between Emulex Corporation and State Street Bank and Trust
Company of California, N.A., as trustee (the "Indenture"), and the transfer of
such Note is being made pursuant to an effective registration statement under
the Securities Act of 1933, as amended (the "Securities Act") (check applicable
box) or the transfer or exchange, as the case may be, of such Note does not
require registration under the Securities Act because (check applicable box):

        [ ]    Such Note is being transferred pursuant to an effective
               registration statement under the Securities Act.

        [ ]    Such Note is being acquired for the Transferor's own account,
               without transfer.

        [ ]    Such Note is being transferred to the Company or a Subsidiary (as
               defined in the Indenture) of the Company.

        [ ]    Such Note is being transferred to a person the Transferor
               reasonably believes is a "qualified institutional buyer" (as
               defined in Rule 144A or any successor provision thereto ("Rule
               144A") under the Securities Act) that is purchasing for its own
               account or for the account of a "qualified institutional buyer",
               in each case to whom notice has been given that the transfer is
               being made in reliance on such Rule 144A, and in each case in
               reliance on Rule 144A.

        [ ]    Such Note is being transferred pursuant to and in compliance with
               an exemption from the registration requirements under the
               Securities Act in accordance with Rule 144 (or any successor
               thereto) ("Rule 144") under the Securities Act.

Such Note is being transferred pursuant to and in compliance with an exemption
from the registration requirements of the Securities Act (other than an
exemption referred to above) and as a result of which such Note will, upon such
transfer, cease to be a "restricted security" within the meaning of Rule 144
under the Securities Act.

The Transferor acknowledges and agrees that, if the transferee will hold any
such Notes in the form of beneficial interests in a global Note which is a
"restricted security" within the meaning of

<PAGE>

Rule 144 under the Securities Act, then such transfer can only be made pursuant
to Rule 144A under the Securities Act and such transferee must be a "qualified
institutional buyer" (as defined in Rule 144A).


Date: _______________                   _______________________________________
                                        (Insert Name of Transferor)