Exhibit 4.1


 


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


Floating Rate Global Notes due March 1, 2012


	
  No.

  	
  $

  	
   

  



CUSIP
No. 428236
AK 9


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, 2012 (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, 2012), 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, quarterly on March1, June 1,
September 1 and December 1 of each year (each an “Interest Payment Date”),
commencing June 1, 2007 as described on the reverse of this Security, 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 Business Day preceding the
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.


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.


 











 


IN 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 $                  .


This Security will bear interest for each interest
period at a rate determined by the calculation agent, which shall initially be
The Bank of New York Trust Company, N.A. until such time as the Company
appoints a successor calculation agent (herein called the “Calculation Agent,”
which term includes any successor Calculation Agent under the Indenture).  The interest rate on the Securities for a
particular Interest Period (as defined below) will be a per annum rate equal to
three-month USD LIBOR (as defined below) as determined on the Interest
Determination Date plus 0.11% (the “Interest Rate”).  The “Interest Determination Date” for an
Interest Period will be the second London Business Day preceding the first day
of such Interest Period.  Promptly upon
determination, the Calculation Agent will inform the Trustee and the Company of
the Interest Rate for the next Interest Period. 
Absent manifest error, the determination of the Interest Rate by the
Calculation Agent shall be binding and conclusive on the holders of this
Security, the Trustee and the Company.  A
London Business Day is a day on which dealings in deposits in U.S. dollars are
transacted in the London interbank market.


Interest on the Securities will be paid to but
excluding the relevant Interest Payment Date. 
Interest payments on the Securities will be made quarterly in arrears on
the Interest Payment Date, beginning on June 1, 2007, to the person in whose
name this Security is registered at the close of business on the Business Day
immediately preceding the Interest Payment Date.  Interest on this Security will accrue from
and including February 27, 2007, to but excluding the first Interest Payment
Date and then from and including the immediately preceding Interest Payment
Date to which interest has been paid or duly provided for to but excluding the
next Interest Payment Date or date of Maturity, as the case may be (each of
these periods is referred to as an “Interest Period”).  The amount of accrued interest that the
Company will pay for any Interest Period shall be calculated by the Calculation
Agent by multiplying the face amount of the Securities then outstanding by an
Accrued Interest Factor.  This Accrued
Interest Factor is computed by adding the Interest Factor calculated for each
day from February 27, 2007, or from the latest date interest was paid to the date
for which accrued interest is being calculated. 
The “Interest Factor” for each day is computed by dividing the Interest
Rate applicable to that date by 360.  If
an Interest Payment Date for the Securities falls on a day that is not a
Business Day, the Interest Payment Date shall be postponed to the next
succeeding Business Day unless such next succeeding Business Day would be in
the following month, in which case, the Interest Payment Date shall be the
immediately preceding Business Day.


 











 


On any Interest Determination Date, “LIBOR” will be
equal to the offered rate for deposits in U.S. dollars having an index maturity
of three months, in amounts of at least $1,000,000, as such rate appears on “Telerate
Page 3750” at approximately 11:00 a.m., London time, on such Interest
Determination Date.  If on an Interest
Determination Date, such rate does not appear on the “Telerate Page 3750” as of
11:00 a.m., London time, or if the “Telerate Page 3750” is not
available on such date, the Calculation Agent will obtain such rate from
Bloomberg L.P.’s page “BBAM.”  If no
offered rate appears on “Telerate Page 3750” or Bloomberg L.P.’s page “BBAM”
on an Interest Determination Date at approximately 11:00 a.m., London
time, then the calculation agent (after consultation with the Company) will
select four major banks in the London interbank market and shall request each
of their principal London offices to provide a quotation of the rate at which
three-month deposits in U.S. dollars in amounts of at least $1,000,000 are offered
by it to prime banks in the London interbank market, on that date and at that
time, that is representative of single transactions at that time. If at least
two quotations are provided, LIBOR will be the arithmetic average of the
quotations provided.  Otherwise, the
Calculation Agent will select three major banks in New York City and shall
request each of them to provide a quotation of the rate offered by them at
approximately 11:00 a.m., New York City time, on the Interest
Determination Date for loans in U.S. dollars to leading European banks having
an index maturity of three months for the applicable interest period in an
amount of at least $1,000,000 that is representative of single transactions at
that time.  If three quotations are
provided, LIBOR will be the arithmetic average of the quotations provided.  Otherwise, the rate of LIBOR for the next
Interest Period will be set equal to the rate of LIBOR for the then current
Interest Period.


Upon request from any holder of Securities, the
Calculation Agent will provide the Interest Rate in effect for the Securities
for the current Interest Period and, if it has been determined, the Interest
Rate to be in effect for the next Interest Period.


All percentages resulting from any calculation of the
Interest Rate on the Securities will be rounded to the nearest one
hundred-thousandth of a percentage point with five one millionths of a
percentage point rounded upwards (e.g., 9.876545% (or .09876545) would be
rounded to 9.87655% (or .0987655)), and all dollar amounts used in or resulting
from such calculation on the Securities will be rounded to the nearest cent
(with one-half cent being rounded upward). 
Each calculation of the Interest Rate on the Securities by the Calculation
Agent will (in the absence of manifest error) be final and binding on the
Holders and the Company.


The Interest Rate on the Securities will in no event
be higher than the maximum permitted rate by New York law as the same may be
modified by Unites States law of general application.


The Securities may not be redeemed by the Company prior to Maturity.


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