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


4.75% Global Notes
due June 2, 2014


 


	
  No. R-F14-[    ]

  	
  $500,000,000.00

  
	
  CUSIP No. 428236 AV 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 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 June 2, 2014 (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 June 2,
2014, 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 June 2 and December 2 in each year, commencing June 2,
2009, at the rate of 4.75% 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
$1,500,000,000.


 


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