SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 2)*

Under the Securities Exchange Act of 1934

THE ADT CORPORATION

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

00101J106

(CUSIP Number)

Keith Meister

Corvex Management LP

712 Fifth Avenue, 23rd Floor

New York, New York 10019

(212) 474-6700

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

COPIES TO:

Patrick J. Dooley, Esq.

Akin Gump Strauss Hauer & Feld LLP

One Bryant Park

New York, NY 10036

(212) 872-1000

November 24, 2013

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Continued on following page(s)

Page 1 of 10 Pages

CUSIP No. 00101J106 Page 2 of 10 Pages

1	Names of Reporting Persons CORVEX MANAGEMENT LP
2	Check the Appropriate Box If a Member of a Group (See Instructions) a.  ¨        b.  x
3	SEC Use Only
4	Source of Funds (See Instructions) WC
5	Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨
6	Citizenship or Place of Organization DELAWARE
Number of Shares Beneficially Owned By Each Reporting Person With		7	Sole Voting Power 10,601,585*
		8	Shared Voting Power 0
		9	Sole Dispositive Power 10,601,585*
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 10,601,585*
12	Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨
13	Percent of Class Represented By Amount in Row (11) 5.25%*
14	Type of Reporting Person (See Instructions) PN; IA

* See Items 5 and 6.

CUSIP No. 00101J106 Page 3 of 10 Pages

1	Names of Reporting Persons KEITH MEISTER
2	Check the Appropriate Box If a Member of a Group (See Instructions) a.  ¨        b.  x
3	SEC Use Only
4	Source of Funds (See Instructions) WC
5	Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨
6	Citizenship or Place of Organization UNITED STATES
Number of Shares Beneficially Owned By Each Reporting Person With		7	Sole Voting Power 10,601,585*
		8	Shared Voting Power 0
		9	Sole Dispositive Power 10,601,585*
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 10,601,585*
12	Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨
13	Percent of Class Represented By Amount in Row (11) 5.25%*
14	Type of Reporting Person (See Instructions) IN; HC

* See Items 5 and 6.

CUSIP No. 00101J106 Page 4 of 10 Pages

1	Names of Reporting Persons SOROS FUND MANAGEMENT LLC
2	Check the Appropriate Box If a Member of a Group (See Instructions) a.  ¨        b.  x
3	SEC Use Only
4	Source of Funds (See Instructions) WC
5	Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨
6	Citizenship or Place of Organization DELAWARE
Number of Shares Beneficially Owned By Each Reporting Person With		7	Sole Voting Power 0
		8	Shared Voting Power 0
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 0
12	Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  x
13	Percent of Class Represented By Amount in Row (11) 0%
14	Type of Reporting Person (See Instructions) OO

CUSIP No. 00101J106 Page 5 of 10 Pages

1	Names of Reporting Persons GEORGE SOROS (in the capacity described herein)
2	Check the Appropriate Box If a Member of a Group (See Instructions) c.  ¨        d.  x
3	SEC Use Only
4	Source of Funds (See Instructions) WC
5	Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨
6	Citizenship or Place of Organization UNITED STATES
Number of Shares Beneficially Owned By Each Reporting Person With		7	Sole Voting Power 0
		8	Shared Voting Power 0
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 0
12	Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  x
13	Percent of Class Represented By Amount in Row (11) 0%
14	Type of Reporting Person (See Instructions) IN

CUSIP No. 00101J106 Page 6 of 10 Pages

1	Names of Reporting Persons ROBERT SOROS (in the capacity described herein)
2	Check the Appropriate Box If a Member of a Group (See Instructions) e.  ¨        f.  x
3	SEC Use Only
4	Source of Funds (See Instructions) WC
5	Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨
6	Citizenship or Place of Organization UNITED STATES
Number of Shares Beneficially Owned By Each Reporting Person With		7	Sole Voting Power 0
		8	Shared Voting Power 0
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 0
12	Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  x
13	Percent of Class Represented By Amount in Row (11) 0%
14	Type of Reporting Person (See Instructions) IN

CUSIP No. 00101J106 Page 7 of 10 Pages

This Amendment No. 2 supplements the information set forth in the Schedule 13D filed by Corvex Management LP, Keith Meister, Soros Fund Management LLC, George Soros, and Robert Soros with the United States Securities and Exchange Commission on October 25, 2012 (the “Initial Schedule 13D”) and all amendments thereto (together with the Initial Schedule 13D, collectively the “Schedule 13D”) relating to the shares of Common Stock, par value $0.01 per share (the “Shares”) of The ADT Corporation, a Delaware corporation (the “Issuer”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule 13D.

The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. The Schedule 13D is supplementally amended as follows.

Item 2. Identity and Background.

The responses to Items 4, 5 and 6 of the Schedule 13D are incorporated herein by reference.

This statement on Schedule 13D is filed jointly by the following entities and persons, all of whom are together referred to herein as the “Reporting Persons”:

(a) Corvex Management LP, a Delaware limited partnership (“Corvex”), and Keith Meister, a U.S. citizen (collectively, the “Corvex Persons”). This statement relates to Shares held for the account of certain private investment funds for which Corvex acts as investment adviser, including Corvex Master Fund, LP, a Cayman Islands limited partnership, the general partner of which is controlled by Mr. Meister (collectively, the “Corvex Funds”). The general partner of Corvex is controlled by Mr. Meister. The principal business address of each of Corvex and Mr. Meister is 712 Fifth Avenue, 23^rd Floor, New York, NY 10019.

(b) Soros Fund Management LLC, a Delaware limited liability company (“SFM LLC”), George Soros, a U.S. citizen, and Robert Soros, a U.S. citizen (collectively, the “SFM Persons”). This statement relates to Shares held for the account of Quantum Partners LP, a Cayman Islands exempted limited partnership (“Quantum Partners”). SFM LLC serves as principal investment manager to Quantum Partners. As such, SFM LLC has been granted investment discretion over portfolio investments, including the Shares, held for the account of Quantum Partners. George Soros serves as Chairman of SFM LLC and Robert Soros serves as President and Deputy Chairman of SFM LLC. The principal business address of each of the SFM Persons is 888 Seventh Avenue, 33rd Floor, New York, New York 10106. A joint filing agreement of the Corvex Persons and the SFM Persons is attached hereto as Exhibit 1.

During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

As a result of the transactions described herein, the SFM Persons have ceased to be Reporting Persons.

Information contained herein concerning each Corvex Person has been provided by each such Corvex Person and the SFM Persons assume no responsibility for such information. Information contained herein concerning each SFM Person has been provided by each such SFM Person and the Corvex Persons assume no responsibility for such information

Item 4. Purpose of Transaction

The responses to Items 2, 5 and 6 of the Schedule 13D are incorporated herein by reference.

The Corvex Persons intend to review their investment in the Issuer on a continuing basis and may from time to time and at any time in the future depending on various factors, including, without limitation, the Issuer’s financial position and strategic direction, actions taken by the board, price levels of the Shares, other investment opportunities available to the Corvex Persons, conditions in the securities market and general economic and industry conditions, and subject to the provisions of the agreements described in Item 6, take such actions with respect to the investment in the Issuer as they deem appropriate, including: (i) acquiring additional Shares and/or other equity, debt, notes, other securities, or derivative or other instruments that are based upon or relate to the value of the Shares or the Issuer (collectively, “Securities”) of the Issuer in the open market or otherwise; (ii) disposing of any or all of their Securities in the open market or otherwise; (iii) engaging in any hedging or similar transactions with respect to the Securities; or (iv) proposing or considering one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.

In particular, Corvex presently anticipates, based upon the market price of the Shares, that it will acquire from time to time additional Shares in the public market such that it will be the beneficial owner, after giving effect to the Share Repurchase Agreement, of approximately 1,000,000 Shares.

CUSIP No. 00101J106 Page 8 of 10 Pages

Item 5. Interest in Securities of the Issuer.

(a) – (b) The Corvex Persons may be deemed to be the beneficial owner of 10,601,585 Shares (excludes 2,182 restricted stock units vested in Mr. Meister), which represents approximately 5.25% of the Issuer’s outstanding Shares. Corvex may be deemed to have sole power to vote and sole power to dispose of such Shares. By virtue of his position as control person of the general partner of Corvex, Mr. Meister may be considered to beneficially own such Shares. After giving effect to the repurchase contemplated by the Share Repurchase Agreement referenced in Item 6, Corvex will beneficially own 361,585 Shares which it intends to hold for investment purposes. The SFM Persons own no shares.

The percentages calculated herein are calculated based on a total of 201,764,154 Shares reported as outstanding as of November 13, 2013 in the Annual Report on Form 10-K, filed on November 20, 2013.

(c) Except as set forth below, there have been no transactions with respect to the Shares during the sixty days prior to the date hereof by any of the Reporting Persons. On November 25, 2013, Corvex sold 414,436 Shares at $40.21 per Share and 150,000 Shares at $40.42 per Share in open market trades from one of the Corvex Funds while retaining the remaining Shares in other Corvex Funds. As reported in Item 4, it is anticipated that Corvex will from time to time in the future acquire additional Shares in an amount at least equal to the Shares reported sold by Corvex above. On November 25, 2013, Quantum Partners sold 200,000 Shares at $40.63 per Share, 365,500 Shares at $40.77 per Share, and 9,500 Shares at $40.78 per Share in open market trades.

(d) Except as set forth below, no person is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares beneficially owned by any of the Reporting Person, other than the Reporting Person itself or the investment funds, institutions and mutual funds for which some of the Reporting Persons provide management services.

The limited partners of (or investors in) each of the private investment funds, or their respective subsidiaries or affiliated entities, for which Corvex or its affiliates acts as general partner and/or investment adviser have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the accounts of their respective funds in accordance with their respective limited partnership interests (or investment percentages) in their respective funds. Quantum Partners or affiliated entities are investors in certain Corvex Funds.

The partners of Quantum Partners are entitled to receive, or have the power to direct, the receipt of dividends from or the proceeds of sales of the Shares held for the account of Quantum Partners, in accordance with their ownership interests in Quantum Partners.

(e) With respect to the SFM Persons, November 25, 2013.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The responses to Items 4 and 5 of the Schedule 13D are incorporated herein by reference.

On November 24, 2013, Corvex and the Issuer entered into a Share Repurchase Agreement (the “Share Repurchase Agreement”). Pursuant to the Share Repurchase Agreement, the Issuer has agreed to repurchase 10,240,000 Shares (the “Share Repurchase”) from Corvex for a price per share equal to $44.01 on November 29, 2013, or such later date that the Issuer receives acknowledgment that tax opinions to be delivered to the Issuer by its outside counsel in connection with the Share Repurchase are reasonably satisfactory to each of Tyco International Ltd. and Pentair Ltd. (the “Settlement Date”). If the Settlement Date does not occur on or before December 13, 2013, the price per Share will be increased by an amount equal to the interest rate that would have accrued on the purchase price through the Settlement Date if the purchase price had been borrowed on December 13, 2013 under the Issuer’s Five Year Senior Unsecured Revolving Credit Agreement, dated as of June 22, 2012. If the Settlement Date has not occurred on or prior to December 31, 2013, Corvex may thereafter terminate the Share Repurchase Agreement and be entitled to liquidated damages as specified in the Share Repurchase Agreement. Mr. Meister resigned from the Issuer’s Board effective immediately prior to the execution of the Share Repurchase Agreement.

CUSIP No. 00101J106 Page 9 of 10 Pages

In addition, on November 24, 2013, Corvex, the Issuer and Mr. Meister entered into an amendment (the “Amendment”) of the previously filed Existing Agreement among the Issuer, Mr. Meister, Corvex and SFM LLC. Pursuant to the Amendment, effective as of the Settlement Date, the Existing Agreement (including the restrictions in the Existing Agreement relating to, among other things, solicitation of proxies, formation of a ‘group’ with third parties, or acquiring beneficial ownership of shares in excess of specified amounts) is amended to extend the expiration date of the Existing Agreement in respect of Corvex and Mr. Meister such that it terminates in respect of Corvex and Mr. Meister on the later of the date on which Mr. Meister no longer serves on the Issuer’s board of directors and seven business days prior to the last day that stockholders of the Issuer may timely notify the Issuer of a nomination or proposal to be properly brought before the 2019 annual meeting of the Issuer’s stockholders pursuant to the Issuer’s By-Laws, as then in effect. The Amendment did not alter or amend the rights and obligations of SFM LLC under the Existing Agreement.

The descriptions of the Share Repurchase Agreement and the Amendment set forth above are qualified by reference to the full text of such agreements attached hereto as Exhibits 5 and 6, respectively, which are incorporated herein by reference.

On November 25, 2013, Corvex and SFM LLC terminated the Voting Agreement, previously attached as Exhibit 5 to the Initial Schedule 13D.

Item 7. Material to be Filed as Exhibits.

Exhibit 1 – Agreement by and among Corvex, Keith Meister, Soros Fund Management LLC, George Soros, and Robert Soros to file this Schedule 13D and any amendments thereto jointly on behalf of each of them.

Exhibit 2 – Power of Attorney, dated as of June 26, 2009, granted by George Soros in favor of Armando T. Belly, Jodye Anzalotta, Maryann Canfield, Jay Schoenfarber, Robert Soros, and David Taylor.

Exhibit 3 – Power of Attorney, dated as of October 3, 2007, granted by Robert Soros in favor of Armando T. Belly, Jodye Anzalotta, Maryann Canfield, Jay Schoenfarber, and David Taylor.

Exhibit 4 – Agreement, dated as of December 17, 2012, by and among Corvex Management LP, Keith A. Meister, and Soros Fund Management LLC (incorporated by reference to Exhibit 10.1 to the Current Report on form 8-K of the ADT Corporation, filed December 18, 2012).

Exhibit 5 – Share Repurchase Agreement between Corvex and the Issuer dated as of November 24, 2013.

Exhibit 6 – Amendment to Agreement among the Issuer, Mr. Meister and Corvex, dated as of November 24, 2013.

CUSIP No. 00101J106 Page 10 of 10 Pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: November 27, 2013	CORVEX MANAGEMENT LP
	By:	/s/ Keith Meister
		Keith Meister
		Managing Partner
Date: November 27, 2013	KEITH MEISTER
	By:	/s/ Keith Meister
Date: November 27, 2013	SOROS FUND MANAGEMENT LLC
	By:	/s/ Jay Schoenfarber
		Jay Schoenfarber
		Deputy General Counsel
Date: November 27, 2013	GEORGE SOROS
	By:	/s/ Jay Schoenfarber
		Jay Schoenfarber
		Attorney-in-Fact
Date: November 27, 2013	ROBERT SOROS
	By:	/s/ Jay Schoenfarber
		Jay Schoenfarber
		Attorney-in-Fact

EX-99.1

Exhibit 1

AGREEMENT

JOINT FILING OF SCHEDULE 13D

The undersigned hereby agree to jointly prepare and file with regulatory authorities this Schedule 13D and any future amendments thereto reporting each of the undersigned’s ownership of securities of The ADT Corporation, and hereby affirm that such Schedule 13D is being filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Date: November 27, 2013	CORVEX MANAGEMENT LP
	By:	/s/ Keith Meister
		Keith Meister
		Managing Partner
Date: November 27, 2013	KEITH MEISTER
	By:	/s/ Keith Meister
Date: November 27, 2013	SOROS FUND MANAGEMENT LLC
	By:	/s/ Jay Schoenfarber
		Jay Schoenfarber
		Deputy General Counsel
Date: November 27, 2013	GEORGE SOROS
	By:	/s/ Jay Schoenfarber
		Jay Schoenfarber
		Attorney-in-Fact
Date: November 27, 2013	ROBERT SOROS
	By:	/s/ Jay Schoenfarber
		Jay Schoenfarber
		Attorney-in-Fact

EX-99.2

Exhibit 2

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENT, that I, GEORGE SOROS, hereby make, constitute and appoint each of ARMANDO T. BELLY, JODYE ANZALOTTA, MARYANN CANFIELD, JAY SCHOENFARBER, ROBERT SOROS and DAVID TAYLOR, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Chairman of, member of or in other capacities with Soros Fund Management LLC (“SFM LLC”) and each of its affiliates or entities advised by me or SFM LLC, all documents, certificates, instruments, statements, filings and agreements (“documents”) to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities, futures contracts or other investments, and any other documents relating or ancillary thereto, including without limitation all documents relating to filings with the Commodity Futures Trading Commission and National Futures Association, the United States Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the “Act”) and the rules and regulations promulgated thereunder, including all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act and any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act.

All past acts of these attorneys-in-fact in furtherance of the foregoing are hereby ratified and confirmed.

Execution of this power of attorney revokes that certain Power of Attorney dated as of the 16th day of June 2005 with respect to the same matters addressed above.

This power of attorney shall be valid from the date hereof until revoked by me.

IN WITNESS WHEREOF, I have executed this instrument as of the 26th day of June 2009.

GEORGE SOROS

/s/ Daniel Eule

Daniel Eule

Attorney-in-Fact for George Soros

EX-99.3

Exhibit 3

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENT, that I, ROBERT SOROS, hereby make, constitute and appoint each of ARMANDO T. BELLY, JODYE ANZALOTTA, MARYANN CANFIELD, JAY SCHOENFARBER and DAVID TAYLOR, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Deputy Chairman of, member of or in other capacities with Soros Fund Management LLC (“SFM LLC”) and each of its affiliates or entities advised by me or SFM LLC, all documents, certificates, instruments, statements, filings and agreements (“documents”) to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities, futures contracts or other investments, and any other documents relating or ancillary thereto, including without limitation all documents relating to filings with the Commodity Futures Trading Commission and National Futures Association, the United States Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the “Act”) and the rules and regulations promulgated thereunder, including all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act and any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act.

All past acts of these attorneys-in-fact in furtherance of the foregoing are hereby ratified and confirmed.

This power of attorney shall be valid from the date hereof until revoked by me.

IN WITNESS WHEREOF, I have executed this instrument as of the 3^rd day of October 2007.

ROBERT SOROS

/s/ Robert Soros

EX-99.5

Exhibit 5

EXECUTION COPY

SHARE REPURCHASE AGREEMENT

THIS SHARE REPURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the 24th day of November, 2013 (the “Trade Date”), by and between Corvex Management LP, a Delaware limited partnership (the “Seller”) and The ADT Corporation, a Delaware corporation (the “Company”).

RECITALS

WHEREAS, on December 17, 2012, the Seller, Keith A. Meister (together with the Seller, the “Corvex Group”), the Company and Soros Fund Management LLC (“SFM”) entered into an Agreement (the “Existing Agreement”) pursuant to which, among other things, the Corvex Group and SFM agreed to certain limitations on their and their respective affiliates’ ability to acquire and dispose of shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”).

WHEREAS, the Seller desires to sell to the Company, and the Company desires to purchase from the Seller, in the aggregate, 10,240,000 shares of Common Stock that were acquired by the Seller on or after October 1, 2012, (but may include when-issued shares of Common Stock physically acquired on October 1, 2013, but subject to an agreement to purchase such shares made prior to such date) and which do not include any shares received by the Seller as a result of the distribution of shares of Common Stock to public shareholders of Tyco International Ltd. (the “Shares”), at a price per share equal to $44.01, on the terms set forth in this Agreement (the “Repurchase Transaction”).

WHEREAS, the Company and the Corvex Group are entering into an amendment to the Existing Agreement (the “Amendment”) concurrently with execution and delivery of this Agreement, which Amendment will be effective as of the Closing.

WHEREAS, the Company is party to a tax sharing agreement, dated as of September 28, 2012 (the “Tax Sharing Agreement”), by and among Tyco International Ltd., a corporation limited by shares (Aktiengesellschaft) organized under the laws of Switzerland (“Tyco”), Tyco International Finance S.A., a corporation organized under the laws of Luxembourg, the Company, and Pentair Ltd., a corporation limited by shares (Aktiengesellschaft) organized under the laws of Switzerland (“Pentair”).

WHEREAS, after due consideration, the Board of Directors of the Company has approved the Amendment, the Repurchase Transaction and the related transactions that may be required in connection with the Repurchase Transaction.

NOW, THEREFORE, in consideration of the premises and the agreements set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE I

SALE AND PURCHASE OF SHARES

Section 1.1 Purchase. At the Closing (as defined below), the Seller shall sell, assign, transfer, convey and deliver to the Company, and the Company shall purchase, acquire and accept from the Seller the Shares for an aggregate purchase price equal to $450,662,400.00 (the “Purchase Price”).

Section 1.2 Closing and Settlement. The closing and settlement of the Repurchase Transaction (the “Closing”) will take place on November 29, 2013, at 9:00am Eastern Standard Time or, if later, on the first business day following the date upon which the Company receives an acknowledgement by each of Tyco and Pentair that an Unqualified Tax Opinion (as defined in the Tax Sharing Agreement) addressing the Repurchase Transaction delivered pursuant to Section 5.4 of the Tax Sharing Agreement is in form and substance reasonably satisfactory to Tyco and Pentair (the “Tax Consents” and the date of the Closing, the “Settlement Date”); provided that, if the Closing shall not have occurred on or before December 13, 2013, as a result, in whole or in part, of the failure of the Company to have received the Tax Consents as of such date, the Purchase Price shall thereafter be increased by an amount equal to the amount of interest that would have accrued thereon under the Company’s Five Year Senior Unsecured Revolving Credit Agreement, dated as of June 22, 2012, through the Settlement Date if the Purchase Price had been borrowed by the Company thereunder on December 13, 2013. At the Closing, (a) the Seller shall deliver or cause to be delivered to the Company all of the Seller’s right, title and interest in and to the Shares by delivering (i) duly completed transfer forms and such other transfer documents or instruments as may be reasonably required by the Company’s transfer agent to evidence and effect the transfer and delivery of the Shares to the Company, and (ii) such other documents related thereto as may be reasonably requested by the Company and (b) the Company shall pay to the Seller the Purchase Price (as adjusted by the proviso to the preceding sentence) by wire transfer of immediately available funds in accordance with wire transfer instructions provided by the Seller to the Company.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller hereby makes the following representations and warranties to the Company, each of which is true and correct on the Trade Date and the Settlement Date and shall survive the Settlement Date.

Section 2.1 Existence and Power.

(a) The Seller has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby.

(b) The execution and delivery of this Agreement by the Seller and the consummation by the Seller of the transactions contemplated hereby (i) do not require the consent, approval, authorization, order, registration or qualification of, or (except for filings pursuant to Section 16 or Regulation 13D under the Securities Exchange Act of 1934) filing with, any governmental authority or court, or body or arbitrator having jurisdiction over the Seller; and (ii) except as would not have an adverse effect on the ability of the Seller to consummate the transactions contemplated by this Agreement, do not and will not constitute or result in a breach, violation or default under any note, bond, mortgage, deed, indenture, lien, instrument, contract, agreement, lease or license, whether written or oral, express or implied, to which the Seller is a party or with the Seller’s organizational documents, or any statute, law, ordinance, decree, order, injunction, rule, directive, judgment or regulation of any court, administrative or regulatory body, governmental authority, arbitrator, mediator or similar body on the part of the Seller or cause the acceleration or termination of any obligation or right of the Seller.

(c) Assuming the Existing Agreement is and will be valid, binding and enforceable against the Company and SFM as of the date hereof and as of the Settlement Date (as amended by the Amendment on such date), the Existing Agreement is and will be valid, binding and enforceable against the Seller as of the date and as of the Settlement Date (as amended by the Amendment on such date).

Section 2.2 Valid and Enforceable Agreement; Authorization. This Agreement has been duly executed and delivered by the Seller and constitutes a legal, valid and binding obligation of Seller, enforceable against the Seller in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors’ rights generally and general principles of equity.

2

Section 2.3 Title to Shares. The Seller (or funds or accounts managed by it) has good and valid title to the Shares, free and clear of any lien, encumbrance, pledge, charge, security interest, mortgage, title retention agreement, option, equity or other adverse claim (other than general pledge agreements that may be applicable in connection with prime brokerage or similar arrangements entered into by the Seller and other than the Existing Agreement and the Amendment, none of which shall restrict the Shares in accordance with the Agreement), and, except as noted above, has not, in whole or in part, (a) assigned, transferred, hypothecated, pledged or otherwise disposed of the Shares or its ownership rights in the Shares, or (b) given any person or entity any transfer order, power of attorney or other authority of any nature whatsoever with respect to the Shares. All of the Shares were acquired by the Seller on or after October 1, 2012, (but may include when-issued shares of Common Stock physically acquired on October 1, 2013, but subject to an agreement to purchase such shares made prior to such date) and do not include any shares of Common Stock received by the Seller (on behalf of funds or accounts managed by it) as a result of the distribution of shares of Common Stock to public shareholders of Tyco International Ltd. None of the Shares were acquired by the Seller for the purpose of the Seller of allowing any seller of those shares to dispose of shares of Common Stock while retaining shares in Tyco International, Ltd.

Section 2.4 Sophistication of Seller. The Seller acknowledges and agrees that, except as set forth in this Agreement, the Company is not making any express or implied warranties in connection with the Repurchase Transaction. The Seller has such knowledge and experience in financial and business matters and in making investment decisions of this type that it is capable of evaluating the merits and risks of making its investment decision regarding the Repurchase Transaction and of making an informed investment decision. The Seller and/or the Seller’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the Shares and the Company and all such questions have been answered to the Seller’s full satisfaction. The Seller is not relying on the Company with respect to the tax and other economic considerations of the Repurchase Transaction, and Seller has relied on the advice of, or has consulted with, the Seller’s own advisors.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Company hereby makes the following representations and warranties to the Seller, each of which is true and correct on the Trade Date and the Settlement Date and shall survive the Settlement Date.

Section 3.1 Existence and Power.

(a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the power, authority and capacity to execute and deliver this Agreement, to perform the Company’s obligations hereunder, and to consummate the transactions contemplated hereby.

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(b) The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby (i) does not require the consent, approval, authorization, order, registration or qualification of, or filing with, any governmental authority or court, or body or arbitrator having jurisdiction over the Company; and (ii) except as would not have an adverse effect on the ability of Company to consummate the transactions contemplated by this Agreement, does not and will not constitute or result in a breach, violation or default under, any note, bond, mortgage, deed, indenture, lien, instrument, contract, agreement, lease or license, whether written or oral, express or implied, to which Company is a party, with the Company’s articles of incorporation or code of regulations, or any statute, law, ordinance, decree, order, injunction, rule, directive, judgment or regulation of any court, administrative or regulatory body, governmental authority, arbitrator, mediator or similar body on the part of the Company or cause the acceleration or termination of any obligation or right of the Company.

Section 3.2 Valid and Enforceable Agreement; Authorization. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors’ rights generally and general principles of equity.

ARTICLE IV

MISCELLANEOUS PROVISIONS

Section 4.1 Tax Consents; Seller Cooperation. The Company will use reasonable best efforts to cause the Tax Consents to be delivered to the Company as soon as reasonably practicable following the date hereof. Seller will reasonably cooperate with the Company’s reasonable requests for documentation and information to confirm that the Shares were acquired by the Seller on or after October 1, 2012, and do not include any shares of Common Stock received by the Seller (on behalf of funds or accounts managed by it) as a result of the distribution of shares of Common Stock to public shareholders of Tyco International Ltd.

Section 4.2 Notice. Any notice provided for in this Agreement shall be in writing and shall be either personally delivered, or mailed first class mail (postage prepaid) with return receipt requested or sent by reputable overnight courier service (charges prepaid) to the address and to the attention of the person set forth in this Agreement. Notices will be deemed to have been given hereunder when delivered personally, three business days after deposit in the U.S. mail postage prepaid with return receipt requested and two business days after deposit postage prepaid with a reputable overnight courier service for delivery on the next business day.

If delivered to the Company, to:

The ADT Corporation

1501 Yamato Road

Boca Raton, Florida 33431

Attention: General Counsel

Facsimile: (561) 988-3719

If delivered to the Seller, to:

Corvex Management LP

712 Fifth Avenue, 23rd Floor

New York, New York 10019

Attention: Keith A. Meister

Facsimile: (212) 474-6715

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Section 4.3 Entire Agreement. This Agreement, the Amendment and the other documents and agreements executed in connection with the Repurchase Transaction embody the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersede all prior and contemporaneous oral or written agreements, representations, warranties, contracts, correspondence, conversations, memoranda and understandings between or among the parties or any of their agents, representatives or affiliates relative to such subject matter, including, without limitation, any term sheets, emails or draft documents.

Section 4.4 Assignment; Binding Agreement. Neither the Seller, on the one hand, nor the Company, on the other hand, may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval, respectively, of the Company, on the one hand, or the Seller, on the other hand. This Agreement and the various rights and obligations arising hereunder shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.

Section 4.5 Counterparts. This Agreement may be executed in multiple counterparts, and on separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Any counterpart or other signature hereupon delivered by facsimile shall be deemed for all purposes as constituting good and valid execution and delivery of this Agreement by such party.

Section 4.6 Remedies; Governing Law; Submission to Jurisdiction. Each party hereto hereby acknowledges and agrees that irreparable harm may occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties hereto shall be entitled to specific relief hereunder, including, without limitation, an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement exclusively in U.S. District Court for the Southern District of New York or any New York state court located in the borough of Manhattan in the City of New York, in addition to any other remedy to which they are entitled at law or in equity. Furthermore, each of the parties hereto (i) consents to submit itself to the personal jurisdiction of the U.S. District Court for the Southern District of New York or any New York state court located in the borough of Manhattan in the City of New York solely with respect to any dispute between or among the parties hereto that arises out of this Agreement or the transactions contemplated by this Agreement, (ii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that it shall not bring any action against the other parties relating to this Agreement or the transactions contemplated by this Agreement in any court other than the U.S. District Court for the Southern District of New York or any New York state court located in the borough of Manhattan in the City of New York, and each of the parties irrevocably waives the right to trial by jury, (iv) agrees to waive any bonding requirement under any applicable law, in the case any other party seeks to enforce the terms by way of equitable relief and (v) each of the parties irrevocably consents to service of process by a reputable overnight mail delivery service, signature requested, to the address of such parties’ principal place of business or as otherwise provided by applicable law. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING WITHOUT LIMITATION VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE. Nothing in this Section 4.6 shall prevent any party hereto from enforcing its rights under this Agreement or shall impose any limitation on any of the parties or their respective past, present or future general partners, directors, officers, or employees in defending any claim, action, cause of action, suit, administrative action or proceeding of any kind, including, without limitation, any federal, state or other governmental proceeding of any kind, against any of them. The rights and remedies provided in this Agreement are cumulative and do not exclude any rights or remedies provided by law.

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Section 4.7 No Third Party Beneficiaries or Other Rights. Nothing herein shall grant to or create in any person not a party hereto, or any such person’s dependents or heirs, any right to any benefits hereunder, and no such person shall be entitled to sue any party to this Agreement with respect thereto.

Section 4.8 Waiver; Consent. This Agreement and its terms may not be changed, amended, waived, terminated, augmented, rescinded or discharged (other than in accordance with its terms), in whole or in part, except by a writing executed by the parties hereto.

Section 4.9 No Broker. Except as previously disclosed to each other party, no party has engaged any third party as broker or finder or incurred or become obligated to pay any broker’s commission or finder’s fee in connection with the transactions contemplated by this Agreement.

Section 4.10 Further Assurances. Each party hereto hereby agrees to execute and deliver, or cause to be executed and delivered, such other documents, instruments and agreements, and take such other actions consistent with the terms of this Agreement as may be reasonably necessary in order to accomplish the transactions contemplated by this Agreement.

Section 4.11 Costs and Expenses. Each party hereto shall each pay their own respective costs and expenses, including, without limitation, any commission or finder’s fee to any broker or finder, incurred in connection with the negotiation, preparation, execution and performance of this Agreement.

Section 4.12 Severability. If any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

Section 4.13 Termination. This Agreement may be terminated and the Repurchase Transaction abandoned at any time prior to the Settlement Date (i) by mutual written consent of each party or (ii) by the Seller at any time after December 31, 2013, if the Settlement Date shall not have occurred on or prior to December 31, 2013, as a result, in whole or in part, of the Company failing to receive the Tax Consents prior to such date. If the Seller terminates this Agreement pursuant to clause (ii) of Section 4.13, the Seller shall be entitled to liquidated damages in respect of such termination in an amount per Share equal to the excess, if any, of (x) $44.01 plus the amount of interest that would have been payable with respect to each Share for which liquidated damages would be paid under Section 1.2 (measured with respect to each such Share from December 13, 2013, through the date such Share is sold by Seller in a bona fide sale to an unaffiliated third party) over (y) the price at which each such Share was actually sold by the Seller from time to time following the termination hereof, which amount(s) shall be payable by the Company by wire transfer of immediately available funds to the account specified by the Seller within five (5) business days following receipt by the Company of evidence of the price(s) at which any such Shares were subsequently acquired from the Seller in a bona fide sale to an unaffiliated third party.

(Signatures appear on the following pages.)

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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as of the date first above written.

THE COMPANY:
THE ADT CORPORATION
By:	/s/ Naren Gursahaney
Name:	Naren Gursahaney
Title:	Chief Executive Officer

[Signature Page to Share Repurchase Agreement]

THE SELLER:
CORVEX MANAGEMENT LP
By:	/s/ Keith A. Meister
	Name: Keith A. Meister
	Title: Managing Partner

[Signature Page to Share Repurchase Agreement]

EX-99.6

Exhibit 6

EXECUTION COPY

Amendment to Agreement

This Amendment to Agreement (this “Amendment”), dated as of November 24, 2013, is entered into by and among The ADT Corporation, a Delaware corporation (the “Company”), Keith A. Meister (“Designee”) and Corvex Management LP (together with Designee, the “Corvex Group”).

Recitals

A. The Corvex Group, Designee, the Company and Soros Fund Management LLC (“SFM”) entered into an Agreement dated as of December 17, 2012 (the “Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Agreement.

B. Each of the parties hereto wish to extend the termination date of the Agreement as hereinafter set forth, without affecting the termination date of the Agreement in respect of SFM.

C. Corvex Management LP and the Company are entering into a Share Repurchase Agreement (the “Repurchase Agreement”) concurrently with the execution and delivery of this Amendment.

AGREEMENT

NOW, THEREFORE, in consideration of and reliance upon the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Changes to Board Nomination and Termination Provision.

a. As of the Effective Time, Subsection 1.a. of the Agreement is hereby deleted in its entirety except for the definition of Minimum Ownership Thresholds.

b. As of the Effective Time, Section 5 of the Agreement entitled “Termination” is hereby deleted and replaced in its entirety with the following: “5. Termination. This Agreement, including the covenants and agreements contained in Section 2, shall terminate on the later of (i) the date on which Designee is no longer serving on the Board (which shall include the effective date of any resignation from the Board delivered in writing by Designee) and (ii) the date that is seven (7) business days prior to the end of the last day that stockholders of the Company may timely notify the Company of a nomination or proposal to be properly brought before the 2019 annual meeting of the Company’s stockholders pursuant to the Company’s By-Laws, as then in effect (the “Notice Date”); provided, however, that this Agreement (and the Amendment, to the extent applicable), including the covenants and agreements contained in Section 2, shall terminate with respect to SFM and the SFM Funds on the earlier of the Notice Date and December 31, 2013.

c. As of the Effective Time, all other provisions of the Agreement remain unchanged and are in full force and effect.

2. Public Announcement and SEC Filing.

The Company shall announce the share repurchase under the Repurchase Agreement by means of a press release in the form attached as Exhibit A as soon as practicable on or after the date of this Amendment (the “Press Release”). The Corvex Group shall promptly, but in no case prior to the date of the filing or other public release of the Press Release by the Company, prepare and file an amendment (the “13D Amendment”) to the Corvex Group’s Schedule 13D with respect to the Company filed with the SEC on October 25, 2012, as amended by Amendment No. 1 thereto filed with the SEC on December 17, 2013, reporting the entry into the Repurchase Agreement and amending applicable items to describe the Agreement (as amended hereby) and the Repurchase Agreement. The 13D Amendment shall be consistent with the Press Release and the terms of the Agreement (as amended hereby) and the Repurchase Agreement. The Corvex Group and the Corvex Affiliates shall provide the Company with reasonable opportunity to review and comment upon the 13D Amendment prior to filing, and shall consider in good faith any changes proposed by the Company. None of the Designee, the members of the Corvex Group or any Corvex Affiliates shall issue a press release in connection with this Amendment, the Agreement or the Repurchase Agreement or the actions contemplated hereby or thereby. Neither the Company nor the Corvex Group shall make any public statements (including in any filing with the SEC, any regulatory or governmental agency or any stock exchange) that are inconsistent with, or otherwise contrary to, the statements in the Press Release.

3. Representations and Warranties.

a. The Company hereby represents and warrants that the Agreement, this Amendment and the performance by the Company of its obligations hereunder and thereunder (i) have been duly authorized, executed and delivered by it, and are valid and binding obligations of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to creditors’ rights generally, (ii) do not require the approval of the stockholders of the Company and (iii) do not and will not violate any law, any order of any court of competent jurisdiction or other agency of the government, the Restated Certificate of Incorporation or Amended and Restated By-laws of the Company or any stock exchange rule or regulation, or any provision of any indenture, agreement or other instrument to which the Company or any of its properties or assets is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of, or give rise to, any lien, charge, restriction, claim, encumbrance or adverse penalty of any nature whatsoever pursuant to any such indenture, agreement or other instrument. The Company hereby represents and warrants that it is duly organized, validly existing and in good standing under the laws of Delaware and has all requisite power and authority to execute and deliver this Amendment.

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b. Each member of the Corvex Group, with respect to itself only, hereby represents and warrants that the Agreement, this Amendment and the performance by such member of its obligations hereunder and thereunder (i) have been duly authorized, executed and delivered by it, and are valid and binding obligations of such member, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to creditors’ rights generally, (ii) do not require the approval of any owner or holder of any equity interest of such member, as applicable, and (iii) do not and will not violate any law, any order of any court of competent jurisdiction or other agency of the government, the charter or other organizational documents of such member, as applicable, or any provision of any agreement or other instrument to which such member or any of its properties or assets is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such agreement or other instrument, or result in the creation or imposition of, or give rise to, any lien, charge, restriction, claim, encumbrance or adverse penalty of any nature whatsoever pursuant to any such agreement or other instrument. Each of member of the Corvex Group, with respect to itself only, hereby represents and warrants that such person, if not a natural person, is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has all requisite power and authority to execute and deliver this Amendment.

4. Miscellaneous.

a. Entire Agreement

The Agreement as amended by this Amendment (together with the Repurchase Agreement) contains the entire understanding of the parties with respect to the subject matter hereof and may be amended only by an agreement in writing executed by the parties.

b. Counterparts.

This Amendment may be executed in two or more counterparts which together shall constitute a single agreement.

c. Interpretation and Construction.

Each of the parties acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Amendment, and that it has executed the same with the advice of said independent counsel. Each party and its counsel cooperated and participated in the drafting and preparation of this Amendment, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Amendment against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this Amendment shall be decided without regards to events of drafting or preparation.

d. THIS AMENDMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING WITHOUT LIMITATION VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE.

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e. Effective Time

This Amendment shall be effective on the Settlement Date (as defined in the Repurchase Agreement) upon the consummation of the Repurchase Transaction (as defined in the Repurchase Agreement) (the “Effective Time”). Prior to the Effective Time, the Agreement shall remain in full force and effect without giving effect to this Amendment.

[The remainder of this page has been left blank intentionally.]

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IN WITNESS WHEREOF, each of the parties has executed this Amendment, or caused the same to be executed, by its duly authorized representative as of the date first above written.

The ADT Corporation
By:	/s/ Naren Gursahaney
	Name:   Naren Gursahaney
	Title:     Chief Executive Officer

[Signature Page to Amendment]

Corvex Management LP
By:	/s/ Keith A. Meister
	Name:   Keith A. Meister
	Title:     Managing Partner
/s/ Keith A. Meister
Keith A. Meister

[Signature Page to Amendment]

Exhibit A

(see attached)

The ADT Corporation   1501 Yamato Road   Boca Raton, FL 33431   +1 561.988.3600 www.adt.com

NEWS RELEASE

Media Relations	Investor Relations
Sarah Cohn tel: +1 561.322.7029 scohn@adt.com	Lawrence DeMarco tel: +1 561.988.7423 ldemarco@adt.com

ADT ANNOUNCES REPURCHASE OF SHARES HELD BY CORVEX

BOCA RATON, Fla. – November 25, 2013 – The ADT Corporation (NYSE: ADT) announced today that it has entered into an agreement to repurchase 10.24 million shares of ADT common stock beneficially owned by Corvex Management LP (“Corvex”), at a purchase price of $44.01 per share. The purchase price equals the closing price of ADT common stock on November 22, 2013.

Keith Meister, the Founder and Managing Partner of Corvex, has also submitted his resignation from ADT’s Board of Directors, effective immediately. Following the repurchase, Corvex will continue to own a meaningful number of shares.

Naren Gursahaney, ADT’s Chief Executive Officer, said, “Keith has been a very productive Board member over the past year. Keith and our other independent Board members have been instrumental in helping management develop and implement a number of important strategic and financial changes that will create lasting value for our shareholders. ADT has benefited from Keith’s financial acumen, and on behalf of the Board and ADT’s management team, I’d like to thank Keith for his contributions.”

Mr. Meister said, “We initially invested in ADT because of its leading market position and its potential for creating long-term shareholder value. The Board and management have achieved admirable results over the past year. ADT is now on a path to achieving its optimal capital structure and implementing a capital allocation plan that will benefit shareholders in the long-run. It has been tremendously rewarding working with the Board and management and I am confident in their ability to continue to grow and strengthen the company. I would like to personally thank Naren for his continued strong leadership, and I look forward to our ongoing participation as a shareholder in the company.”

ADT has previously announced that it has entered into an accelerated share repurchase agreement, under which it will repurchase approximately $400 million of its common stock. As a result of the shares already repurchased in the open market this quarter and the announced accelerated share repurchase program, ADT expects to substantially complete its previously announced three year, $2 billion share repurchase program in the first half of 2014. In addition, as announced on November 20, 2013, the company’s Board of Directors has increased the current share repurchase authorization by an additional $1.0 billion, expiring on November 27, 2015 unless it is terminated earlier by the company. Including the repurchase of shares from Corvex, ADT will have spent $2.4 billion on share repurchases and retired over 20% of its shares outstanding since becoming an independent company.

About ADT

The ADT Corporation (NYSE: ADT) is a leading provider of electronic security, interactive home and business automation and monitoring services for residences and small businesses in the United States and Canada. ADT’s broad and pioneering set of products and services, including ADT Pulse interactive home and business solutions, and home health services, meet a range of customer needs for today’s active and increasingly mobile lifestyles. Headquartered in Boca Raton, Florida, ADT helps provide peace of mind to more than six million customers, and it employs approximately 17,000 people at over 200 locations. More information is available at www.adt.com or by downloading the ADT IR app for iPhone, iPad and Android Devices.