Exhibit 4.3


 


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 SECURITY IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”)
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OR TRANSFER, EXCHANGE OR PAYMENT,
AND ANY SECURITY 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, INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.











 


HEWLETT-PACKARD COMPANY


5.40% Global Notes due March 1, 2017


	
  No.

  	
  $

  	
   

  



CUSIP
No. 428236 AM 5


Hewlett-Packard Company,
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              ,
or registered assigns, the principal sum of                 
Dollars ($              )
or such other amount indicated on the Schedule of Exchange of Global Notes
attached hereto on March 1, 2017 (if such date is not a Business Day, payment
of principal, premium, if any, and interest for the Securities will be paid on
the next Business Day; provided, however, that no interest on that payment will
accrue from and after March 1, 2017), and to pay interest thereon from February
27, 2007, or from the most recent Interest Payment Date to which interest has
been paid or duly provided for, semi-annually on March 1 and September 1
in each year, commencing September 1, 2007, at the rate of 5.40% per annum,
until the principal hereof is paid or made available for payment.  The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular Record
Date for such interest, which shall be the fifteenth day (whether or not a
Business Day), 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. 
Interest on the Security shall be computed on the basis of a 360-day
year of twelve 30-day months, and for any period shorter than a full
six-month interest period, on the basis of the actual days elapsed in such
period.


So long as all of
the Securities of this series are represented by Global Securities, the
principal of, premium, if any, and interest, if any, on this Global Security
shall be paid in same day funds to the Depositary, or to such name or entity as
is requested by an authorized representative of the Depositary.  If at any time the Securities of this series
are no longer represented by the Global Securities and are issued in definitive
form (“Certificated Securities”), then the principal of, premium, if any, and
interest, if any, on each Certificated Security at Maturity shall be paid to
the Holder upon surrender of such Certificated Security at the office or agency
maintained by the Company in the Borough of Manhattan, The City of New York
(which shall initially be the principal corporate trust office of The Bank of
New York Trust Company, N.A., as Trustee) or at such other place or places as
may be designated in or pursuant to the Indenture, provided that such
Certificated Security is surrendered to the Trustee, acting as Paying Agent, in
time for the Paying Agent to make such payments in such funds in accordance
with its normal procedures.  Payments of
interest with respect to Certificated Securities other than at Maturity may, at
the option of the Company, be made 


 











 


by check mailed to the
address of the Person entitled thereto as it appears on the Security Register
on the relevant Regular or Special Record Date or by wire transfer in same day
funds to such account as may have been appropriately designated to the Paying
Agent by such Person in writing not later than such relevant Regular or Special
Record Date.


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.











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


	
  

  	
   

  	
  HEWLETT-PACKARD COMPANY

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Catherine A. Lesjak

  
	
   

  	
   

  	
   

  	
   

  	
  Executive Vice President and Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
  Charles N. Charnas

  	
   

  	
   

  
	
   

  	
  Vice President, Deputy General Counsel and Assistant
  Secretary

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Trustee’s Certificate of Authentication.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

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

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  THE BANK OF NEW YORK TRUST

  	
   

  	
   

  
	
  COMPANY, N.A., as Trustee

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  	
   

  



 











 


Reverse
of Security


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
June 1, 2000 (herein called the “Indenture,” which term shall have the
meaning assigned to it in such instrument), between the Company and The Bank of
New York Trust Company, N.A. (as successor to J.P. Morgan Trust Company,
National Association, as successor to Chase Manhattan Bank and Trust Company,
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 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 initially limited in aggregate principal amount to $             .


The Company will
have the right to redeem the Securities, in whole or in part on at least 30
days’ but no more than 60 days’ prior written notice mailed to the registered
Holders of the Securities to be redeemed. 
The Redemption Price will be equal to the greater of (1) 100% of the
principal amount of the Securities to be redeemed and (2) the sum of the present
value of the principal amount of the Securities to be redeemed and the
remaining scheduled payments of interest thereon from the Redemption Date to
the Maturity Date discounted from the scheduled payment dates to the Redemption
Date on a semi-annual basis at the treasury rate plus 15 basis points, plus
accrued and unpaid interest on the principal amount being redeemed to, but
excluding, the Redemption Date.


If money sufficient to pay the Redemption Price of and accrued interest
on the Securities (or portions thereof) to be redeemed on the Redemption Date
is deposited with the Trustee or Paying Agent on or before the Redemption Date
and the conditions set forth in Article 11 of the Indenture are satisfied, then
on and after the Redemption Date, interest will cease to accrue on such
Securities (or such portion thereof) called for redemption and such Securities
will cease to be outstanding.  If any
Redemption Date is not a Business Day, the Company will pay the Redemption
Price on the next Business Day without any interest or other payment due to the
delay.


If fewer than all of the Securities of a series are to
be redeemed, the Trustee will select the Securities of such series for
redemption on a pro rata basis, by lot or by such other method as the Trustee
deems appropriate and fair.  No Securities
of $1,000 or less will be redeemed in part.


Unless the Company
defaults in the payment of the Redemption Price, no interest will accrue on the
Securities called for redemption for the period from and after the 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.


 











 


The Indenture
contains provisions, which will apply to the Securities, for defeasance and
covenant defeasance 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 aggregate principal amount of the Securities at the time
Outstanding of each series to be affected. 
The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of such
series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.  Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.


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


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


The Securities of
this series are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof.


This Security
shall be deemed to be a contract made under the laws of the State of New York,
and for all purposes shall be construed in accordance with and governed by the
laws of said State, without regard to conflict of laws principles thereof.


 











 


All terms used in
this Security that are defined in the Indenture shall have the meanings
assigned to them in the Indenture.


 











 


ASSIGNMENT


	
  FOR VALUE RECEIVED the undersigned hereby
  sells, assigns and transfers unto:

  	
   

  	
  PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING
  NUMBER OF 

  
	
   

  	
   

  	
   

  	
  ASSIGNEE:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (Please print or typewrite name and address
  including postal zip code of assignee)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  the within Global Security of HEWLETT-PACKARD
  COMPANY and all rights hereunder, hereby irrevocably constituting and
  appointing

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
    attorney

  
	
  to transfer said Global Security on the books of the
  within-named Company, with full power of substitution in the premises.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  SIGN HERE

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  NOTICE:  THE
  SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON
  THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR, WITHOUT ALTERATION OR
  ENLARGEMENT OR ANY CHANGE WHATEVER.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  SIGNATURE GUARANTEED

  
	
   

  	
   

  	
   

  	
   

  	
   

  
								



 











 


SCHEDULE
OF INCREASES OR DECREASES IN GLOBAL NOTE


The following increases or
decreases in this Global Note have been made:


	
  Date

  	
   

  	
  Amount of Decrease in

  Principal Amount of

  this Global Note

  	
   

  	
  Amount of Increase in

  Principal Amount of

  this Global Note

  	
   

  	
  Principal Amount of

  this Global Note

  Following Such

  Decrease or Increase

  	
   

  	
  Signature of

  Authorized Signatory

  of Trustee or Notes

  Custodian