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 February 24, 2011


 


	
  No. R-FL11-01

  	
  $275,000,000.00

  
	
  CUSIP
  No. 428236 AW 3

  	
   

  



 


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 Cede & Co., or registered assigns, the principal sum of Two Hundred
Seventy-Five Million Dollars ($275,000,000.00) or such other amount indicated
on the Schedule of Exchange of Global Notes attached hereto on February 24,
2011 (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 February 24,
2011), and to pay interest thereon from February 26, 2009 or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, quarterly on February 24, May 24, August 24 and November 24
of each year (each an “Interest Payment Date”), commencing May 24, 2009 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 Mellon 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:

  	
   

  
	
   

  	
   

  	
   

  	
  Scott D. Bilter

  
	
   

  	
   

  	
   

  	
  Vice President,
  Corporate Treasury

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
  Bruce Ives

  	
   

  	
   

  
	
   

  	
  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 MELLON

  	
   

  	
   

  
	
  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 Mellon Trust Company,
N.A. (as successor to 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 $275,000,000.


 


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 Mellon 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 1.75% (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 May 24, 2009, 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 26, 2009, 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 26, 2009, 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 “Reuters Page LIBOR01”
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 “Reuters Page LIBOR01” as of 11:00 a.m.,
London time, or if the “Reuters Page LIBOR01” 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 “Reuters Page LIBOR01”
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 $2,000 and any integral multiples of $1,000
in excess 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