exv4w02






Exhibit 4.02




SYMANTEC CORPORATION




OFFICERS’ CERTIFICATE



     Pursuant to Sections 1.2, 2.1 and 3.1 of the Indenture dated as of September 16, 2010 (the
“Indenture”) between Symantec Corporation, a Delaware corporation (the “Company”),
and Wells Fargo Bank, National Association, as Trustee (the “Trustee”), the undersigned
officers of the Company do hereby certify on behalf of the Company, solely in their respective
capacities as officers of the Company and not as individuals, as follows in connection with the
issuance of the Company’s $350,000,000 aggregate principal amount of 2.750% Senior Notes due 2015
(the “2015 Notes”) and $750,000,000 aggregate principal amount of 4.200% Senior Notes due
2020 (the “2020 Notes,” and together with the 2015 Notes, the “Securities”) under
the Indenture:



     1. All conditions precedent under the Indenture to the issuance, authentication and delivery
of the Securities have been complied with.



     2. The undersigned have read the conditions referred to in paragraph 1 above and the
definitions contained in the Indenture relating thereto.



     3. The statements of the undersigned contained herein are based upon their participation in
the issuance of the Securities and a review of the Indenture.



     4. Each of the undersigned has made such examination or investigation as is necessary in the
undersigned’s opinion to enable the undersigned to express an informed opinion as to whether the
conditions referred to in paragraph 1 above have been complied with.



     5. The terms of the Securities are as follows:



	 	 	 

	Title:

	 	2.750% Senior Notes due 2015
	 
	 	 
	 

	 	4.200% Senior Notes due 2020
	 
	 	 
	Aggregate Principal
Amount at Maturity for
each Series of
Securities:

	 	$350,000,000 of 2015 Notes
	 
	 	 
	 

	 	$750,000,000 of 2020 Notes
	 
	 	 
	Maturity Date:

	 	2015 Notes —  September 15, 2015
	 
	 	 
	 

	 	2020 Notes — September 15, 2020
	 
	 	 
	Interest:

	 	2015 Notes — 2.750% per annum, accruing from
September 16, 2010, payable on March 15 and
September 15 of each year to the person in whose
name the 2015 Notes are registered at the close
of business on the March 1 or September 1, as the
case






 









 






	 	 	 

	 

	 	may be, immediately preceding the relevant
interest payment date, commencing on March 15,
2011.
	 
	 	 
	 

	 	2020 Notes — 4.200% per annum, accruing from
September 16, 2010, payable on March 15 and
September 15 of each year to the person in whose
name the 2020 Notes are registered at the close
of business on the March 1 or September 1, as the
case may be, immediately preceding the relevant
interest payment date, commencing on March 15,
2011.
	 
	 	 
	Denomination and
Registration:

	 	The Securities are in registered, book-entry
form, without coupons, in denominations of $2,000
and integral multiples of $1,000 in excess
thereof. The Securities shall be issuable in the
form of one or more Global Securities registered
in the name of Cede & Co., as nominee for The
Depository Trust Company, acting as Depository
for the Securities.
	 
	 	 
	Optional Redemption:

	 	The Company may at its option redeem the
Securities, at any time, in whole or in part, on
at least 30 days, but not more than 60 days,
prior notice mailed to the registered address of
each holder of the Securities to be redeemed at a
redemption price equal to the greater of (i) 100%
of the aggregate principal amount of the
Securities to be redeemed or (ii) the sum of the
present values of the Remaining Scheduled
Payments (as defined in the Notes), discounted 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 (x) in the case of the 2015
Notes, 0.20% (20 basis points) or (y) in the case
of the 2020 Notes, 0.25% (25 basis points), plus,
in the case of each of clause (i) or (ii),
accrued and unpaid interest thereon to, but not
including, the redemption date.
	 
	 	 
	 

	 	“Treasury Rate” means, with respect to any
redemption date, the rate per annum equal to the
semi-annual equivalent yield to maturity
(computed as of the third business day
immediately preceding that redemption date) of
the applicable Comparable Treasury Issue. In
determining this rate, the Company will assume a
price for the applicable Comparable Treasury
Issue (expressed as a percentage of its principal
amount) equal to the applicable Comparable
Treasury Price for such redemption date.
	 
	 	 
	 

	 	“Comparable Treasury Issue” means the United
States Treasury security selected by an
Independent Investment Banker as having an actual
or interpolated maturity comparable to the






 









 






	 	 	 

	 

	 	remaining term of the applicable Securities to be
redeemed that would be utilized, at the time of
selection and in accordance with customary
financial practice, in pricing new issues of
corporate debt securities of comparable maturity
to the remaining term of such Securities.
	 
	 	 
	 

	 	“Independent Investment Banker” means J.P. Morgan
Securities LLC, Morgan Stanley & Co. Incorporated
or UBS Securities LLC, or their respective
successors as may be appointed from time to time
by the Company; provided, however, that if any of
the foregoing ceases to be a primary U.S.
Government securities dealer in the United States
(a “primary treasury dealer”), the Company will
substitute another primary treasury dealer.
	 
	 	 
	 

	 	“Comparable Treasury Price” means, with respect
to any redemption date, (1) the arithmetic
average of the applicable Reference Treasury
Dealer Quotations for such redemption date after
excluding the highest and lowest Reference
Treasury Dealer Quotations, or (2) if the Company
obtains fewer than four applicable Reference
Treasury Dealer Quotations, the arithmetic
average of all applicable Reference Treasury
Dealer Quotations for such redemption date.
	 
	 	 
	 

	 	“Reference Treasury Dealer Quotations” means,
with respect to each Reference Treasury Dealer
and any redemption date, the arithmetic average,
as determined by the Company, of the bid and
asked prices for the applicable Comparable
Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in
writing to the Company by such Reference Treasury
Dealer as of 3:30 p.m., New York City time, on
the third business day preceding such redemption
date.
	 
	 	 
	 

	 	“Reference Treasury Dealer” means J.P. Morgan
Securities LLC, Morgan Stanley & Co. Incorporated
or UBS Securities LLC and two other primary
treasury dealers selected by the Company, and
each of their respective successors and any other
primary treasury dealers selected by the Company.
	 
	 	 
	Purchase of Securities
upon a Change of Control
Repurchase Event:

	 	
Upon the occurrence of a Change of Control
Repurchase Event, unless the Company has
exercised its right to redeem the 2015 Notes or
2020 Notes, the Company will be required to make
an offer to each holder of the 2015 Notes or 2020
Notes, as applicable, to repurchase all or any
part (in excess of $2,000 and in integral
multiples of $1,000) of that holder’s 2015 Notes






 









 






	 	 	 

	 

	 	or 2020 Notes, as applicable, at a repurchase
price in cash equal to 101% of the aggregate
principal amount of the Securities repurchased,
plus accrued and unpaid interest to, but not
including, the date of repurchase.
	 

	 	Within 30 days following any Change of Control
Repurchase Event or, at the option of the
Company, prior to any Change of Control, but
after the public announcement of the Change of
Control, the Company will mail a notice to each
securityholder, with a copy to the Trustee,
stating:
	 
	 	 
	 

	 	(1) that a Change of Control has occurred or is
about to occur and that such holder has the right
to require the Company to purchase such holder’s
Securities at a purchase price in cash equal to
101% of the principal amount thereof on the date
of purchase, plus accrued and unpaid interest to,
but not including, the date of purchase (subject
to the right of holders of record on the relevant
record date to receive interest on the relevant
interest payment date);
	 
	 	 
	 

	 	(2) the circumstances and relevant facts
regarding such Change of Control Repurchase Event
or, if the Change of Control is about to occur,
the circumstances and relevant facts regarding
such Change of Control;
	 
	 	 
	 

	 	(3) the purchase date (which shall be no earlier
than 30 calendar days nor later than 60 calendar
days from the date such notice is mailed);
	 
	 	 
	 

	 	(4) the instructions, as determined by the
Company, that a holder must follow in order to
have its Securities purchased; and
	 
	 	 
	 

	 	(5) that the offer to purchase is conditioned on
the Change of Control Repurchase Event occurring
on or prior to the specified purchase date, if
mailed prior to the date of consummation of the
Change of Control.
	 
	 	 
	 

	 	On the repurchase date following a Change of
Control Repurchase Event, the Company will, to
the extent lawful:
	 
	 	 
	 

	 	(1) accept for payment all the Securities or
portions of the Securities properly tendered
pursuant to its offer;
	 
	 	 
	 

	 	(2) deposit with the Paying Agent an amount
equal to the aggregate purchase price in respect
of all the Securities or portions of the
Securities properly tendered; and






 









 






	 	 	 

	 

	 	(3) deliver or cause to be delivered to the
Trustee the Securities properly accepted,
together with an Officers’ Certificate stating
the aggregate principal amount of Securities
being purchased by the Company.
	 
	 	 
	 

	 	The Paying Agent will promptly mail to each
holder of Securities properly tendered the
purchase price for the Securities, and the
Trustee will promptly authenticate and mail (or
cause to be transferred by book-entry) to each
holder a new Security equal in principal amount
to any unpurchased portion of any Securities
surrendered.
	 
	 	 
	 

	 	Notwithstanding the foregoing, the Company will
not be required to make an offer to repurchase
the Securities upon a Change of Control
Repurchase Event with respect to a particular
series of Securities, if, with respect to such
series of Securities, a third party makes such an
offer in the manner, at the times and otherwise
in compliance with the requirements for an offer
made by the Company and such third party
purchases all Securities of such series properly
tendered and not withdrawn under its offer.
	 
	 	 
	 

	 	The Company shall comply, to the extent
applicable, with the requirements of Section
14(e)(1) of the Exchange Act and any other
securities laws or regulations thereunder to the
extent those laws and regulations are applicable
in connection with the repurchase of the
Securities as a result of Change of Control
Repurchase Event. To the extent that the
provisions of any securities laws or regulations
conflict with the Change of Control Repurchase
Event provisions of the Securities, the Company
will comply with the applicable securities laws
and regulations and will not be deemed to have
breached its obligations under the Change of
Control Repurchase Event provisions of the
Securities by virtue of such conflict.
	 
	 	 
	 

	 	“Change of Control” means the occurrence of any
of the following: (1) the direct or indirect
sale, transfer, conveyance or other disposition
(other than by way of merger or consolidation),
in one or a series of related transactions, of
all or substantially all of the properties or
assets of the Company and its subsidiaries taken
as a whole to any “person” (as that term is used
in Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”))
other than the Company or one of its
subsidiaries; (2) the adoption of a plan relating
to the Company’s liquidation or dissolution; (3)
the consummation of any transaction (including,
without limitation, any merger or consolidation)
the result of which is that any






 









 






	 	 	 

	 

	 	“person” (as
defined above) becomes the beneficial owner,
directly or indirectly, of more than 50% of the
then outstanding number of shares of Voting Stock
of the Company; (4) the first day on which a
majority of the members of the board of directors
of the Company are not Continuing Directors; or
(5) the Company consolidates with, or merges with
or into, any “person” (as defined above), or any
“person” (as defined above) consolidates with, or
merges with or into, the Company, in any such
event pursuant to a transaction in which any of
the outstanding voting stock of the Company or
the outstanding voting stock of such other
“person” (as defined above) is converted into or
exchanged for cash, securities or other property,
other than any such transaction where the shares
of the Company’s voting stock outstanding
immediately prior to such transaction constitute,
or are converted into or exchanged for, a
majority of the voting stock of the surviving
“person” (as defined above) immediately after
giving effect to such transaction.
	 
	 	 
	 

	 	“Change of Control Repurchase Event” means the
occurrence of both a Change of Control and a
Ratings Event.
	 
	 	 
	 

	 	“Continuing Directors” means, as of any date of
determination, any member of the board of
directors of the Company who (1) was a member of
such board of directors on the date of the
issuance of the Securities; or (2) was nominated
for election or elected to such board of
directors with the approval of a majority of the
continuing directors who were members of such
board of directors at the time of such nomination
or election.
	 
	 	 
	 

	 	“Investment Grade” means a rating of Baa3 or
better by Moody’s (or its equivalent under any
successor Rating Categories of Moody’s); a rating
of BBB- or better by S&P (or its equivalent under
any successor Rating Categories of S&P); and the
equivalent Investment Grade credit rating from
any additional Rating Agency or Rating Agencies
selected by the Company.
	 
	 	 
	 

	 	“Moody’s” means Moody’s Investors Service Inc.,
which term will include any successor thereto.
	 
	 	 
	 

	 	“Rating Agency” means (1) each of Moody’s and
S&P; and (2) if either of Moody’s or S&P ceases
to rate the Securities or fails to make a rating
of the Securities publicly available for reasons
outside of the control of the Company, a
“nationally recognized statistical rating
organization” within the meaning of Rule
15c3-l(e)(2)(vi)(F) under the Exchange Act,
selected by the






 









 






	 	 	 

	 

	 	Company (as certified by a
resolution of the board of directors of the
Company) as a replacement agency for Moody’s or
S&P, or both, as the case may be.
	 
	 	 
	 

	 	“Ratings Event” means, with respect to each of
the 2015 Notes and the 2020 Notes, the occurrence
of the events described in (a), (b) or (c) below
during the period commencing on a Rating Date and
ending 60 days following the occurrence of such
Change of Control (which period shall be extended
so long as the rating of the Securities is under
publicly announced consideration for a possible
downgrade by any of the Rating Agencies): (a) in
the event the applicable Securities are rated by
both Moody’s and S&P on the Rating Date as
Investment Grade, the rating of the applicable
Securities shall be reduced so that the
applicable Securities are rated below Investment
Grade by both Rating Agencies, (b) in the event
the applicable Securities (1) are rated
Investment Grade by one Rating Agency and below
Investment Grade by the other Rating Agency, the
rating of the applicable Securities by such
Rating Agency rating the Securities as Investment
Grade shall be decreased by one or more
gradations (including gradations within Rating
Categories, as well as between Rating Categories)
so that the applicable Securities are then rated
below Investment Grade by both Rating Agencies or
(2) are rated below Investment Grade by both
Rating Agencies on the Rating Date, the rating of
the applicable Securities by either Rating Agency
shall be decreased by one or more gradations
(including gradations within Rating Categories,
as well as between Rating Categories) or (c)
fewer than two Rating Agencies provide a rating
for the Applicable Securities.
	 
	 	 
	 

	 	“Rating Date” means the date of the first public
announcement by the Company of the occurrence of
a Change of Control or of the intention by the
Company to effect a Change of Control.
	 
	 	 
	 

	 	“Rating Category” means (i) with respect to S&P,
any of the following categories: BBB, BB, B, CCC,
CC, C and D (or equivalent successor categories);
(ii) with respect to Moody’s, any of the
following categories: Baa, Ba, B, Caa, Ca, C and
D (or equivalent successor categories); and (iii)
the equivalent of any such category of S&P or
Moody’s used by another Rating Agency. In
determining whether the rating of the Securities
has decreased by one or more gradations,
gradations within Rating Categories (+ and – for
S&P; 1, 2 and 3 for Moody’s; or the equivalent
gradations for another Rating Agency) shall be
taken into account (e.g., with respect to S&P, a
decline in a rating from BB+ to BB, as well as
from BB- to B+, will constitute a






 









 






	 	 	 

	 

	 	decrease of one
gradation).
	 
	 	 
	 

	 	“S&P” means Standard & Poor’s Ratings Services, a
division of The McGraw-Hill Companies, Inc.,
which term will include any successor thereto.
	 
	 	 
	 

	 	“Voting Stock” of any specified “person” (as that
term is used in Section 13(d)(3) of the Exchange
Act) as of any date means the capital stock of
such person that is at the time entitled to vote
generally in the election of the board of
directors of such person.
	 
	 	 
	Certain Covenants:

	 	In addition to the covenants described in Article
10 of the Indenture, while the Notes are
Outstanding, the Company shall be bound by the
following covenants:
	 
	 	 
	 

	 	A. Limitation on Liens
	 
	 	 
	 

	 	The Company will not directly or indirectly
incur, and will not permit any of its wholly
owned subsidiaries to directly or indirectly
incur, any indebtedness secured by a mortgage,
security interest, pledge, lien, charge or other
similar encumbrance (collectively, “Liens”) upon
(a) any Principal Property of the Company or any
of its wholly owned subsidiaries or (b) any
shares of stock or indebtedness of any of its
wholly owned subsidiaries (whether such Principal
Property, shares or indebtedness are now existing
or owned or hereafter created or acquired), in
each case, unless prior to or at the same time,
the Securities (together with, at the option of
the Company, any other indebtedness or guarantees
of the Company or any of its subsidiaries ranking
equally in right of payment with the Securities
or such guarantee) are equally and ratably
secured with or, at the option of the Company,
prior to, such secured indebtedness.
	 
	 	 
	 

	 	The foregoing restriction does not apply to:
	 
	 	 
	 

	 	(1) Liens on property, shares of stock or
indebtedness existing with respect to any person
at the time such person becomes a subsidiary of
the Company or a subsidiary of any subsidiary of
the Company, provided that such Lien was not
incurred in anticipation of such person becoming
a subsidiary;
	 
	 	 
	 

	 	(2) Liens on property, shares of stock or
indebtedness existing at the time of acquisition
by the Company or any of its subsidiaries or a
subsidiary of any subsidiary of the Company of
such property, shares of stock or indebtedness
(which may include property previously leased by
the Company or any of






 









 






	 	 	 

	 

	 	its subsidiaries and
leasehold interests on such property, provided
that the lease terminates prior to or upon the
acquisition) or Liens on property, shares of
stock or indebtedness to secure the payment of
all or any part of the purchase price of such
property, shares of stock or indebtedness, or
Liens on property, shares of stock or
indebtedness to secure any indebtedness for
borrowed money incurred prior to, at the time of,
or within 18 months after, the latest of the
acquisition of such property, shares of stock or
indebtedness or, in the case of property, the
completion of construction, the completion of
improvements or the commencement of substantial
commercial operation of such property for the
purpose of financing all or any part of the
purchase price of the property and related costs
and expenses, the construction or the making of
the improvements;
	 
	 	 
	 

	 	(3) Liens securing indebtedness of the Company
or any of the Company’s subsidiaries owing to the
Company or any of its subsidiaries;
	 
	 	 
	 

	 	(4) Liens existing on the date of the initial
issuance of the Securities (other than any
additional Securities);
	 
	 	 
	 

	 	(5) Liens on property or assets of a person
existing at the time such person is merged into
or consolidated with the Company or any of its
subsidiaries, at the time such person becomes a
subsidiary of the Company, or at the time of a
sale, lease or other disposition of all or
substantially all of the properties or assets of
a person to the Company or any of its
subsidiaries, provided that such Lien was not
incurred in anticipation of the merger,
consolidation, or sale, lease, other disposition
or other such transaction;
	 
	 	 
	 

	 	(6) Liens created in connection with a project
financed with, and created to secure, a
Non-recourse Obligation;
	 
	 	 
	 

	 	(7) Liens created to secure the Securities;
	 
	 	 
	 

	 	(8) Liens imposed by law, such as carriers’,
warehousemen’s and mechanic’s Liens and other
similar Liens, in each case for sums not yet
overdue by more than 30 calendar days or being
contested in good faith by appropriate
proceedings or other Liens arising out of
judgments or awards against such Person with
respect to which such Person shall then be
proceeding with an appeal or other proceedings
for review and Liens arising solely by virtue of
any statutory or common law provision relating to
banker’s Liens, rights of set-off or similar






 









 






	 	 	 

	 

	 	rights and remedies as to deposit accounts or
other funds maintained with a creditor depository
institution;
	 
	 	 
	 

	 	(9) Liens for taxes, assessments or other
governmental charges not yet due or payable or
subject to penalties for non-payment or which are
being contested in good faith by appropriate
proceedings;
	 
	 	 
	 

	 	(10) Liens to secure the performance of bids,
trade contracts, leases, statutory obligations,
surety and appeal bonds, performance bonds and
other obligations of a like nature; or
	 
	 	 
	 

	 	(11) any extensions, renewals or replacements of
any Lien referred to in clauses (1) through (10)
without increase of the principal of the
indebtedness secured by such Lien (except to the
extent of any fees or other costs associated with
any such extension, renewal or replacement);
provided, however, that any Liens permitted by
any of clauses (1) through (10) shall not extend
to or cover any property of the Company or any of
its subsidiaries, as the case may be, other than
the property specified in such clauses and
improvements to such property.
	 
	 	 
	 

	 	Notwithstanding the restrictions set forth in the
preceding paragraph, the Company and its wholly
owned subsidiaries will be permitted to incur
indebtedness secured by Liens which would
otherwise be subject to the foregoing
restrictions without equally and ratably securing
the Securities, provided that, after giving
effect to such indebtedness, the aggregate amount
of all indebtedness secured by Liens (not
including Liens permitted under clauses (1)
through (11) above), together with all
Attributable Debt outstanding pursuant to the
second paragraph of the “Limitation on Sale and
Leaseback Transactions” covenant described below,
does not exceed 15% of the Consolidated Net
Tangible Assets of the Company calculated as of
the date of the creation or incurrence of the
Lien. The Company and its subsidiaries also may,
without equally and ratably securing the
Securities, create or incur Liens that extend,
renew, substitute or replace (including
successive extensions, renewals, substitutions or
replacements), in whole or in part, any Lien
permitted pursuant to the preceding sentence.
	 
	 	 
	 

	 	B. Limitation on Sale and Leaseback Transactions
	 
	 	 
	 

	 	The Company will not directly or indirectly, and
will not permit any of its wholly owned
subsidiaries directly or indirectly to, enter
into any sale and leaseback transaction for the
sale and






 









 






	 	 	 

	 

	 	leasing back of any property, whether
now owned or hereafter acquired, unless:
	 
	 	 
	 

	 	(1) such transaction was entered into prior to
the date of the initial issuance of the
Securities (other than any additional
Securities);
	 
	 	 
	 

	 	(2) such transaction was for the sale and
leasing back to the Company or any of its wholly
owned subsidiaries of any property by one of its
subsidiaries;
	 
	 	 
	 

	 	(3) such transaction involves a lease for not
more than three years (or which may be terminated
by the Company or its subsidiaries within a
period of not more than three years);
	 
	 	 
	 

	 	(4) the Company would be entitled to incur
indebtedness secured by a Lien with respect to
such sale and leaseback transaction without
equally and ratably securing the Securities
pursuant to the second paragraph of the
“Limitation on Liens” covenant described above;
or
	 
	 	 
	 

	 	(5) the Company applies an amount equal to the
net proceeds from the sale of such property to
the purchase of other property or assets used or
useful in its business or to the retirement of
long-term indebtedness within 365 days before or
after the effective date of any such sale and
leaseback transaction, provided that, in lieu of
applying such amount to the retirement of
long-term indebtedness, the Company may deliver
Securities to the Trustee for cancellation, such
Securities to be credited at the cost thereof to
it.
	 
	 	 
	 

	 	Notwithstanding the restrictions set forth in the
preceding paragraph, the Company and its wholly
owned subsidiaries may enter into any sale and
leaseback transaction which would otherwise be
subject to the foregoing restrictions, if after
giving effect thereto the aggregate amount of all
Attributable Debt with respect to such
transactions, together with all indebtedness
outstanding pursuant to the third paragraph of
the “Limitation on Liens” covenant described
above, does not exceed 15% of the Consolidated
Net Tangible Assets of the Company calculated as
of the closing date of the sale and leaseback
transaction.
	 
	 	 
	Additional Definitions:

	 	“Attributable Debt” means, with respect to any
sale and leaseback transaction, at the time of
determination, the lesser of (1) the sale price
of the property so leased multiplied by a
fraction the numerator of which is the remaining
portion of the






 









 






	 	 	 

	 

	 	base term of the lease included in
such transaction and the denominator of which is
the base term of such lease, and (2) the total
obligation (discounted to the present value at
the implicit interest factor, determined in
accordance with generally accepted accounting
principles in the United States of America
(“GAAP”), included in the rental payments) of the
lessee for rental payments (other than amounts
required to be paid on account of property taxes
as well as maintenance, repairs, insurance, water
rates and other items which do not constitute
payments for property rights) during the
remaining portion of the base term of the lease
included in such transaction.
	 
	 	 
	 

	 	“Consolidated Net Tangible Assets” means, as of
the time of determination, the aggregate amount
of the assets of the Company and the assets of
its consolidated subsidiaries after deducting (1)
all goodwill, trade names, trademarks, service
marks, patents, unamortized debt discount and
expense and other intangible assets and (2) all
current liabilities, as reflected on the most
recent consolidated balance sheet prepared by the
Company in accordance with GAAP contained in an
annual report on Form 10-K or a quarterly report
on Form 10-Q timely filed or any amendment
thereto (and not subsequently disclaimed as not
being reliable by the Company) pursuant to the
Exchange Act by the Company prior to the time as
of which “Consolidated Net Tangible Assets” is
being determined.
	 
	 	 
	 

	 	“guarantee” means any obligation, contingent or
otherwise, of any person directly or indirectly
guaranteeing any indebtedness of any other person
and any obligation, direct or indirect,
contingent or otherwise, of such person (1) to
purchase or pay (or advance or supply funds for
the purchase or payment of) such indebtedness of
such other person (whether arising by virtue of
partnership arrangements, or by agreement to keep
well, to purchase assets, goods, securities or
services, to take or pay or to maintain financial
statement conditions or otherwise) or (2) entered
into for purposes of assuring in any other manner
the obligee of such indebtedness of the payment
thereof or to protect such obligee against loss
in respect thereof (in whole or in part);
provided, however, that the term “guarantee” will
not include endorsements for collection or
deposit in the ordinary course of business. The
term “guarantee,” when used as a verb, has a
correlative meaning.
	 
	 	 
	 

	 	“incur” means issue, assume, guarantee or
otherwise become liable for.






 









 






	 	 	 

	 

	 	“indebtedness” means, with respect to any person,
obligations (other than Non-recourse Obligations)
of such person for borrowed money (including,
without limitation, indebtedness for borrowed
money evidenced by notes, bonds, debentures or
similar instruments).
	 
	 	 
	 

	 	“Non-recourse Obligation” means indebtedness or
other obligations substantially related to (1)
the acquisition of assets not previously owned by
the Company or any direct or indirect
subsidiaries of the Company or (2) the financing
of a project involving the development or
expansion of properties of the Company or any
direct or indirect subsidiaries of the Company,
as to which the obligee with respect to such
indebtedness or obligation has no recourse to the
Company or any direct or indirect subsidiary of
the Company or such subsidiary’s assets other
than the assets which were acquired with the
proceeds of such transaction or the project
financed with the proceeds of such transaction
(and the proceeds thereof).
	 
	 	 
	 

	 	“person” means any individual, corporation,
partnership, limited liability company, joint
venture, association, joint-stock company, trust,
unincorporated organization or government or
political subdivision thereof.
	 
	 	 
	 

	 	“Principal Property” means the Company’s
principal offices in Mountain View, California,
each research and development facility and each
service and support facility (in each case
including associated office facilities) located
within the territorial limits of the States of
the United States of America owned by the Company
or any of its wholly owned subsidiaries, except
such as the Company’s board of directors by
resolution determines in good faith (taking into
account, among other things, the importance of
such property to the business, financial
condition and earnings of the Company and its
subsidiaries taken as a whole) not to be of
material importance to the business of the
Company and its subsidiaries, taken as a whole.
	 
	 	 
	 

	 	“subsidiary” means, with respect to any person
(the “parent”) at any date, any corporation,
limited liability company, partnership,
association or other entity the accounts of which
would be consolidated with those of the parent in
the parent’s consolidated financial statements if
such financial statements were prepared in
accordance with GAAP as of that date, as well as
any other corporation, limited liability company,
partnership, association or other entity of which
securities or other ownership interests
representing more than 50% of the equity






 









 






	 	 	 

	 

	 	or more
than 50% of the ordinary voting power or, in the
case of a partnership, more than 50% of the
general partnership interests are, as of that
date, owned, controlled or held by the parent or
one or more subsidiaries of the parent or by the
parent and one or more subsidiaries of the
parent.
	 
	 	 
	Additional Events of
Default:

	 	In addition to the Events of Default described in
Section 5.1 of the Indenture, each of the
following is an Event of Default under the
Indenture: (1) a failure to pay principal of or
premium, if any, on any Security when due at its
stated maturity date, upon optional redemption or
otherwise; (2) a failure to repurchase Securities
of each series tendered for repurchase following
the occurrence of a Change of Control Repurchase
Event in conformity with “Purchase of Securities
upon a Change of Control Repurchase Event” above;
(3)(a) a failure to make any payment at maturity,
including any applicable grace period, on any
indebtedness of the Company (other than
indebtedness of the Company owing to any of its
subsidiaries) outstanding in an amount in excess
of $100,000,000 and continuance of this failure
to pay or (b) a default on any indebtedness of
the Company (other than indebtedness owing to any
of its subsidiaries), which default results in
the acceleration of such indebtedness in an
amount in excess of $100,000,000 without such
indebtedness having been discharged or the
acceleration having been cured, waived, rescinded
or annulled, in the case of clause (a) or (b)
above, for a period of 30 days after written
notice thereof to the Company by the Trustee or
to the Company and the Trustee by the holders of
not less than 25% in principal amount of
outstanding Securities of such series (including
any additional Securities), provided, however,
that if any failure, default or acceleration
referred to in clause (a) or (b) above ceases or
is cured, waived, rescinded or annulled, then the
Event of Default will be deemed cured.






 









 






	 	 	 

	Modification without
Consent:

	 	The Company and the Trustee may, without the
consent of any holders, change the Indenture for
the following purposes: (1) to evidence the
succession of another person to the Company and
the assumption by such successor of the covenants
of the Company under the Indenture and the
Securities; (2) to add to the covenants of the
Company for the benefit of holders of the
Securities or to surrender any right or power
conferred upon the Company; (3) to add any
additional Events of Default for the benefit of
holders of the Securities; (4) to add to or
change any of the provisions of the Indenture as
necessary to permit or facilitate the issuance of
Securities in bearer form, registrable or not
registrable as to principal, and with or without
interest coupons, or to permit or facilitate the
issuance of the Securities in uncertificated
form; (5) to secure the Securities; (6) to add or
appoint a successor or separate Trustee; (7) to
cure any ambiguity, defect or inconsistency,
provided that the interests of the holders of the
Securities are not adversely affected in any
material respect; or (8) to supplement any of the
provisions of the Indenture to permit or
facilitate the defeasance and discharge of any
series of Securities, provided that the interests
of the holders of Securities are not adversely
affected in any material respect.
	 
	 	 
	Further Issuances:

	 	The Company may from time to time, without notice
to or the consent of the holders of Securities,
create and issue additional 2015 Notes or 2020
Notes having the same terms as, and ranking
equally and ratably with the 2015 Notes or the
2020 Notes, as applicable, in all respects
(except for the issue date and, if applicable,
the payment of interest accruing prior to the
issue date of such additional Securities and the
first payment of interest following the issue
date of such additional Securities), provided
that the Company has received an Opinion of
Counsel (as defined in the Indenture) confirming
that the holders of the outstanding Securities
will be subject to federal income tax in the same
amounts, in the same manner and at the same times
as would have been the case if such additional
Securities were not issued. Such additional
Securities may be consolidated and form a single
series with, and will have the same terms as to
ranking, redemption, waivers, amendments or
otherwise, as the 2015 Notes or the 2020 Notes,
as applicable, and will vote together as one
class on all matters with respect to such series.
	 
	 	 
	Conversion:

	 	None
	 
	 	 
	Sinking Fund:

	 	None






 









 






	 	 	 

	Miscellaneous:

	 	The terms of the Notes shall include such other
terms as are set out in the form of the Notes
attached hereto as Exhibit A.






     To the extent that the terms of the Indenture and the Securities conflict, the terms of the
Securities shall govern. Capitalized terms used in this Officers’ Certificate and not otherwise
defined have the meaning given to such terms in the Indenture.



[Remainder of page intentionally left blank]




 









 





     IN WITNESS WHEREOF, the undersigned has executed this Officers’ Certificate on behalf of
Symantec Corporation



Dated: September 16, 2010




	 	 	 	 	 
	 	SYMANTEC CORPORATION

 	 
	 	By:  	/s/ James A . Beer
 	 
	 	 	Name:  	James A. Beer 	 
	 	 	Title:  	Executive Vice President and

Chief Financial Officer 	 
	 
	 	 	 
	 	By:  	                                                     /s/ Scott C. Taylor
 	 
	 	 	Name:  	Scott C. Taylor 	 
	 	 	Title:  	Executive Vice President,

General Counsel and Secretary 	 
	 



[Signature Page to Officers’ Certificate to Indenture]





 











 





Exhibit A




Forms of Notes



 









 




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.




SYMANTEC
CORPORATION

2.750% Senior Notes due 2015




CUSIP NO. 871503 AG3

ISIN NO. US871503AG32






			
	No. ____
	 	U.S. $_____________






     Symantec Corporation, 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 _____________ ($_________) on September 15, 2015, and to pay
interest thereon from September 16, 2010 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semiannually in arrears on March 15 and September 15
in each year, commencing March 15, 2011, at the rate of 2.750% per annum, until the principal
hereof is paid or made available for payment, as may be adjusted in the event of a ratings
downgrade. 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 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, and
this Security may be exchanged or transferred, at the office or agency of the Company maintained
for that purpose, which initially shall be the Corporate Trust Office located at 625 Marquette
Avenue, Minneapolis, Minnesota 55402, 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.




     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.



 









 





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



	 	 	 	 	 
	 	SYMANTEC CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	James A. Beer 	 
	 	 	Title:  	Executive Vice President and

Chief Financial Officer 	 



ATTEST:




SYMANTEC CORPORATION




	 	 	 	 	 
	By:  	 	 	 
	 	Name:  	Scott C. Taylor 	 	 
	 	Title:  	Executive Vice President, 
General Counsel and 
Secretary 	 	 



[2.750% Senior Notes due 2015]





 









 









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



	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 As Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 


Dated: _______________, 2010




[2.750% Senior Notes due 2015]






 









 









     (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
September 16, 2010 (herein called the “Indenture,” which term shall have the meaning assigned to it
in such instrument), between the Company and Wells Fargo Bank, National Association, 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 September 16, 2010,
pursuant to Sections 1.2 and 3.1 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 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.



     The Indenture contains provisions for defeasance at any time of the entire indebtedness of
this Security or certain restrictive covenants and Events of Default with respect to this Security,
in each case upon compliance with certain conditions set forth in the Indenture.



     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.



 









 





     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 an
indemnity satisfactory to the Trustee, 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 90 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, 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 not defined herein and are defined in the Indenture
or in the Company’s Officers’ Certificate, dated September 16, 2010 and delivered pursuant to the
Indenture, shall have the meanings assigned to them in the Indenture or such Officers’ Certificate.



 









 




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.




SYMANTEC CORPORATION


4.200% Senior Notes due 2020




CUSIP NO. 871503 AH1

ISIN NO. US871503AH15






			
	No. ____
	 	U.S. $_________






     Symantec Corporation, 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 ______________ ($___________) on September 15, 2020, and to pay
interest thereon from September 16, 2010 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semiannually in arrears on March 15 and September 15
in each year, commencing March 15, 2011, at the rate of 4.200% per annum, until the principal
hereof is paid or made available for payment, as may be adjusted in the event of a ratings
downgrade. 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 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, and
this Security may be exchanged or transferred, at the office or agency of the Company maintained
for that purpose, which initially shall be the Corporate Trust Office located at 625 Marquette
Avenue, Minneapolis, Minnesota 55402, 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.




     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.



 









 





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



	 	 	 	 	 
	 	SYMANTEC CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	James A. Beer 	 
	 	 	Title:  	Executive Vice President and 
Chief Financial Officer 	 



ATTEST:




SYMANTEC CORPORATION




	 	 	 	 	 
	By:  	 	 	 
	 	Name:  	Scott C. Taylor 	 	 
	 	Title:  	Executive Vice President, 
General Counsel and 
Secretary 	 	 



[4.200% Senior Notes due 2020]





 









 









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



	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 As Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 


Dated: _______________, 2010




[4.200% Senior Notes due 2020]





 









 









     (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
September 16, 2010 (herein called the “Indenture,” which term shall have the meaning assigned to it
in such instrument), between the Company and Wells Fargo Bank, National Association, 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 September 16, 2010,
pursuant to Sections 1.2 and 3.1 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 25 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.



     The Indenture contains provisions for defeasance at any time of the entire indebtedness of
this Security or certain restrictive covenants and Events of Default with respect to this Security,
in each case upon compliance with certain conditions set forth in the Indenture.



     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.



 









 





     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 an
indemnity satisfactory to the Trustee, 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 90 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, 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 not defined herein and are defined in the Indenture
or in the Company’s Officers’ Certificate, dated September 16, 2010 and delivered pursuant to the
Indenture, shall have the meanings assigned to them in the Indenture or such Officers’ Certificate.