Exhibit 4.2


 


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


4.25% Global Notes due February 24, 2012


 


	
  No. R-F12-[    ]

  	
   

  	
  $500,000,000.00

  
	
  CUSIP
  No. 428236 AU 7

  	
   

  	
   

  



 


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 Five
Hundred Million Dollars ($500,000,000.00) or such other amount indicated on the
Schedule of Exchange of Global Notes attached hereto on February 24, 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 February 24,
2012, 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, semi-annually on February 24 and August 24 in each year,
commencing August 24, 2009, at the rate of 4.25% 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 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 $1,000,000,000.


 


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 45 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 $2,000 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 $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