EX-4.2


 Exhibit 4.2 

Execution Version 

HEWLETT PACKARD ENTERPRISE COMPANY, 

as the Company, 
 and

 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., 

as the Trustee 
 FIRST
SUPPLEMENTAL INDENTURE 
 DATED AS OF OCTOBER 9, 2015 

to 
 INDENTURE 

DATED AS OF OCTOBER 9, 2015 

Relating to 

$2,250,000,000 of 2.450% Notes due 2017 






 FIRST SUPPLEMENTAL INDENTURE 

FIRST SUPPLEMENTAL INDENTURE, dated as of October 9, 2015 (this “First Supplemental Indenture”), between Hewlett
Packard Enterprise Company (the “Company”), a Delaware corporation and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), to the Base Indenture (as defined below). 

RECITALS 

WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture, dated as of October 9, 2015 (the
“Base Indenture” and, together with this First Supplemental Indenture, the “Indenture”), providing for the issuance from time to time of its notes and other evidences of senior debt securities, to be issued in one
or more series as therein provided; 
 WHEREAS, pursuant to the terms of the Base Indenture, on the date hereof, the Company desires
to provide for the establishment of nine series of notes to be known respectively as its 2.450% Notes due 2017, its 2.850% Notes due 2018, its 3.600% Notes due 2020, its 4.400% Notes due 2022, its 4.900% Notes due 2025, its 6.200% Notes due 2035,
its 6.350% Notes due 2045, its Floating Rate Notes due 2017 and its Floating Rate Notes due 2018, the form and substance of such notes and the terms, provisions and conditions thereof to be set forth as provided in the Base Indenture and in
supplemental indentures thereto; 
 WHEREAS, this First Supplemental Indenture relates to and sets forth the terms and conditions of
the 2.450% Notes due 2017 (the “Notes”); 
 WHEREAS, the Notes initially will be fully and unconditionally
guaranteed as to payment of principal, premium, if any, and interest on a senior unsecured basis (the “Guarantee”) by Hewlett-Packard Company, a Delaware corporation (the “Guarantor”), pursuant to a Guarantee
Agreement, dated as of the date hereof (the “Guarantee Agreement”), among the Company, the Trustee and the Guarantor; and 

WHEREAS, the Company has requested that the Trustee execute and deliver this First Supplemental Indenture, and all requirements
necessary to make this First Supplemental Indenture a legal, valid and binding instrument in accordance with its terms, to make the Notes, when executed by the Company and authenticated and delivered by the Trustee, the legal, valid and binding
obligations of the Company, and all acts and things necessary have been done and performed to make this First Supplemental Indenture enforceable in accordance with its terms, and the execution and delivery of this First Supplemental Indenture has
been duly authorized in all respects; 
 WITNESSETH: 

NOW, THEREFORE, for and in consideration of the premises contained herein, each party agrees for the benefit of each other party and
for the equal and ratable benefit of the Holders of the Notes, as follows: 
 Article One 

Definitions 

Section 1.01 Capitalized terms used but not defined in this First Supplemental Indenture shall have the meanings ascribed to them in the
Base Indenture. 
 Section 1.02 References in this First Supplemental Indenture to article and section numbers shall be deemed to be
references to article and section numbers of this First Supplemental Indenture unless otherwise specified. 
 Section 1.03 All
references to any amount of interest or any other amount payable on or with respect to any of the Notes shall be deemed to include payment of any Additional Interest pursuant to the Registration Rights Agreement, if applicable. 






 Section 1.04 For purposes of this First Supplemental Indenture, the following terms have the
meanings ascribed to them as follows: 
 “Additional Interest” means all interest payable as a consequence of the occurrence
and continuation of a “Registration Default” as defined in the Registration Rights Agreement. 
 “Additional
Notes” means any additional Notes that may be issued from time to time pursuant to Section 2.01(b). 
 “Base
Indenture” has the meaning provided in the Recitals. 
 “Below Investment Grade Rating Event” means, with respect
to the Notes, the rating on the Notes is lowered by each of the Rating Agencies, and the Notes are rated below Investment Grade by each of the Rating Agencies, within 60 days from the earlier of (1) the date of the public notice of an
arrangement that could result in a Change of Control or (2) the occurrence of a Change of Control (which period shall be extended so long as the rating of the Notes is under publicly announced consideration for possible downgrade by any of the
Rating Agencies). 
 “Business Day” for all purposes related to the Notes means any calendar day that is not a Saturday,
Sunday or legal holiday in New York, New York and on which commercial banks are open for business in New York, New York.” 

“Change of Control” means the occurrence of any of the following after consummation of the Distribution: 

(1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series
of related transactions, of all or substantially all of the Company’s assets and the assets of the Company’s subsidiaries, taken as a whole, to any “person” or “group” (as those terms are used for purposes of
Section 13(d)(3) of the Exchange Act), other than the Company or one or more of the Company’s subsidiaries; (2) the consummation of any transaction or series of related transactions (including, without limitation, any merger or
consolidation) the result of which is that any “person” or “group” (as those terms are used for purposes of Section 13(d)(3) of the Exchange Act), other than the Company or one of the Company’s wholly owned
subsidiaries, becomes the beneficial owner, directly or indirectly, of more than 50% of the then outstanding number of shares of the Company’s Voting Stock, measured by voting power rather than number of shares; (3) the Company
consolidates with, or merges with or into, any person, or any person consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction in which any of the Company’s outstanding Voting Stock or the Voting Stock
of such other person is converted into or exchanged for cash, securities or other property, other than any such transaction where the shares of the Company’s Voting Stock outstanding immediately prior to such transaction constitute, or are
converted into or exchanged for, a majority of the Voting Stock of the surviving person or any direct or indirect parent company of the surviving person, measured by voting power rather than number of shares, immediately after giving effect to such
transaction; (4) the first day on which a majority of the members of the Board of Directors are not Continuing Directors; or (5) the adoption by the Company of a plan providing for the Company’s liquidation or dissolution. 

Notwithstanding the foregoing, a transaction will not be considered to be a Change of Control under clause (2) above if (a) the
Company becomes a direct or indirect wholly owned subsidiary of a holding company and (b) (y) immediately following that transaction, the direct or indirect holders of the Voting Stock of the holding company are substantially the same as
the holders of the Company’s Voting Stock immediately prior to that transaction or (z) immediately following that transaction, no person (as that term is used in Section 13(d)(3) of the Exchange Act), other than a holding company
satisfying the requirements of this sentence, is the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of the holding company. 

“Change of Control Repurchase Event” means the occurrence of both a Change of Control and a Below Investment Grade Rating
Event. 
 “Commission” means the U.S. Securities and Exchange Commission. 

  
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 “Company” has the meaning provided in the Preamble. 

“Comparable Treasury Issue” means the United States Treasury security selected, in accordance with customary financial
practice, by an Independent Investment Banker as having a maturity comparable to the remaining term (“Remaining Life”) of the Notes to be redeemed. 

“Comparable Treasury Price” means, with respect to any Redemption Date, (1) the average of the Reference Treasury Dealer
Quotations for such Redemption Date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Company obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations. 

“Continuing Directors” means, as of any date of determination, any member of the Board of Directors who (1) was a member
of such Board of Directors on the date of the consummation of the Distribution; or (2) was nominated for election, elected or appointed to such Board of Directors with the approval of a majority of the Continuing Directors who were members of
such Board of Directors at the time of such nomination, election or appointment (either by a specific vote or by approval by such Continuing Directors of the Company’s proxy statement in which such member was named as a nominee for election as
a director). 
 “Depositary” has the meaning provided in Section 2.03(d). 

“Distribution” means the separation of the Company from the Guarantor and the distribution of all the equity securities of
the Company to the shareholders of the Guarantor, all on the terms substantially as described under “The Separation and Distribution” in the Company’s Offering Memorandum dated September 30, 2015. 

“Exchange Notes” means notes issued in a registered exchange offer pursuant to the Registration Rights Agreement. 

“First Supplemental Indenture” has the meaning provided in the Preamble. 

“Fitch” means Fitch Ratings Ltd. and its successors. 

“Guarantee” has the meaning provided in the Recitals. 

“Guarantee Agreement” has the meaning provided in the Recitals. 

“Guarantor” has the meaning provided in the Recitals. 

“Indenture” has the meaning provided in the Recitals. 

“Independent Investment Banker” means one of the Reference Treasury Dealers that the Company appoints to act as the
Independent Investment Banker from time to time. 
 “Initial Notes” means the aggregate principal amount of each series of
Notes issued on the date hereof, as specified on the first paragraph of Section 2.01. 
 “Interest Payment Date” has
the meaning provided in Section 2.04. 
 “Investment Grade” means a rating of BBB- or better by Fitch (or its
equivalent under any successor rating categories of Fitch), Baa3 or better by Moody’s (or its equivalent under any successor rating categories of Moody’s) and a rating of BBB- or better by S&P (or its equivalent under any successor
rating categories of S&P) or the equivalent investment grade credit rating from any additional Rating Agency or Rating Agencies selected by the Company. 

“Moody’s” means Moody’s Investors Services Inc. and its successors. 

  
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 “Notes” has the meaning provided in the Recitals. For the avoidance of doubt,
“Notes” shall include any Additional Notes. 
 “Rating Agency” means (1) each of Fitch, Moody’s and
S&P; and (2) if any of Fitch, Moody’s or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Company’s control, a “nationally recognized statistical rating
organization” within the meaning of Section 3(a)(62) of the Exchange Act, selected by the Company as a replacement agency for Fitch, Moody’s or S&P, or all of them, as the case may be. 

“Reference Treasury Dealer” means each of Citigroup Global Markets Inc., Goldman, Sachs & Co. and J.P. Morgan
Securities LLC, and one additional dealer in U.S. Government securities selected by the Company (each a “Primary Treasury Dealer”) and their respective successors which the Company specifies from time to time; provided, however,
that if any of them ceases to be a Primary Treasury Dealer, the Company will substitute therefor another Primary Treasury Dealer. 

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the
average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Company by such Reference Treasury Dealer at 5:00 p.m.,
New York City time, on the third Business Day preceding such Redemption Date. 
 “Registration Rights Agreement” means
(i) the registration rights agreement, dated as of October 9, 2015, among the Company, the Guarantor, and the representatives of the initial purchasers with respect to the Initial Notes party thereto and (ii) with respect to any
Additional Notes, one or more substantially similar registration rights agreements among the Company and the other parties thereto, as such agreements may be amended from time to time. 

“Registration Statement” means one or more registration statements filed by the Company and/or the Guarantor, as applicable,
providing for the registration under the Securities Act of the Notes. 
 “Regular Record Date” has the meaning provided in
Section 2.04. 
 “S&P” means Standard & Poor’s Ratings Services, a division of McGraw-Hill, Inc.,
and its successors. 
 “Treasury Rate” means, with respect to any Redemption Date, the rate per year equal to: (1) the
yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication which is published weekly by the
Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity
corresponding to the Comparable Treasury Issue; provided that, if no maturity is within three months before or after the Remaining Life of the Notes to be redeemed, yields for the two published maturities most closely corresponding to the Comparable
Treasury Issue shall be determined and the Treasury Rate shall be interpolated or extrapolated from those yields on a straight-line basis, rounding to the nearest month; or (2) if such release (or any successor release) is not published during
the week preceding the calculation date or does not contain such yields, the rate per year equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed
as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. The Treasury Rate shall be calculated on the third Business Day preceding the Redemption Date. 

“Trustee” has the meaning provided in the Preamble. 

“Voting Stock” means, with respect to any person as of any date, capital stock of any class or kind the holders of which are
ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such person, even if the right so to vote has been suspended by the happening of such a contingency. 

  
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 Article Two 

General Terms and Conditions of the Notes 

Section 2.01 Designation and Principal Amount. 

(a) The Notes are hereby authorized and designated the 2.450% Notes due 2017. The Notes may be authenticated and delivered under the Indenture
in an unlimited aggregate principal amount. The Notes issued on the date hereof pursuant to the terms of the Indenture shall be in an aggregate principal amount of $2,250,000,000, which amount shall be set forth in the written order of the Company
for the authentication and delivery of the Notes pursuant to Section 301 of the Base Indenture. The Notes will be senior unsecured obligations of the Company and will rank on the same basis with all of the Company’s other senior unsecured
indebtedness from time to time outstanding. 
 (b) In addition, without the consent of the Holders of the Notes, the Company may issue, from
time to time in accordance with the provisions of the Indenture, Additional Notes having the same ranking and the same interest rate, maturity and other terms as the Notes (except for the issue date, issue price, and, in some cases, the first
payment of interest or interest accruing prior to the issue date of such additional Notes). Any Additional Notes having such similar terms, together with the Notes issued on the date hereof, shall constitute a single series of Notes under the
Indenture. Additional Notes of a series may only bear the same CUSIP number if they would be fungible for United States federal tax purposes with the existing Notes of that series. No Additional Notes may be issued if an Event of Default has
occurred with respect to the Notes. 
 Section 2.02 Maturity. 

Unless an earlier redemption has occurred, the principal amount of the Notes shall mature and be due and payable, together with any accrued
interest thereon, on October 5, 2017. If the maturity date of the Notes falls on a day that is not a Business Day, payment of principal, premium, if any, and interest for such Notes then due will be paid on the next Business Day. No interest on
that payment will accrue from and after the maturity date. 
 Section 2.03 Form and Payment. 

(a) The Notes shall be issued as global notes in fully registered book-entry form without coupons in denominations of $2,000 and integral
multiples of $1,000 in excess thereof. 
 (b) The Notes and the Trustee’s Certificates of Authentication to be endorsed thereon are to
be substantially in the form of Exhibit A which form is hereby incorporated in and made a part of this First Supplemental Indenture. 

(c) The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this First Supplemental
Indenture, and the Company and the Trustee, by their execution and delivery of this First Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. 

(d) Principal, premium, if any, and/or interest, if any, on the global notes representing the Notes shall be made to The Depository Trust
Company (together with any successor thereto, the “Depositary”). 
 (e) The global notes representing the Notes shall be
deposited with, or on behalf of, the Depositary and shall be registered in the name of the Depositary or a nominee of the Depositary. No global note may be transferred except as a whole by a nominee of the Depositary to the Depositary or to another
nominee of the Depositary, or by the Depositary or such nominee to a successor of the Depositary or a nominee of such successor. 
 (f)
Additional provisions relating to the Initial Notes, Additional Notes, Exchange Notes and any other Notes issued under this First Supplemental Indenture are set forth in Appendix A, which is hereby incorporated in and made a part of this
First Supplemental Indenture. 

  
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 Section 2.04 Interest. 

Interest on the Notes shall accrue at the rate of 2.450% per annum, payable semi-annually in arrears on April 5 and October 5
of each year, beginning on April 5, 2016 (each, an “Interest Payment Date”). Interest on the Notes shall be payable to the Holders in whose names the Notes are registered at the close of business on the preceding March 20
and September 20 (each, a “Regular Record Date”). Interest on the Notes will accrue from and including October 9, 2015, 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 maturity date, as the case may be. Interest on the Notes shall be computed on the basis of a 360-day year
comprised of twelve 30-day months. If any Interest Payment Date for the Notes is not a Business Day, then payment of interest shall be made on the next succeeding Business Day with the same force and effect as if made on the date such payment was
due, and no interest on such payment shall accrue for the period from and after such Interest Payment Date to the date of such payment on the next succeeding Business Day. 

Section 2.05 Other Terms and Conditions. 

(a) The Notes are not subject to a sinking fund. 

(b) The Defeasance and Covenant Defeasance provisions of the Article Thirteen of the Base Indenture will apply to the Notes. 

(c) The Notes will be initially guaranteed by the Guarantor pursuant to and on the terms set forth in the Guarantee Agreement. The provisions
of Article Fifteen of the Base Indenture will not apply to the Notes. 
 (d) The Notes will be subject to the Events of Default provided in
Section 501 of the Base Indenture, as supplemented by Section 5.01. 
 (e) The Trustee will initially be the Security Registrar
and Paying Agent for the Notes. 
 (f) The Notes will be subject to the covenants provided in Article Ten of the Base Indenture, as
supplemented by Section 4.01. 
 Article Three 

Redemption 

Section 3.01 Optional Redemption of the Notes. 

(a) At the Company’s option, the Notes may be redeemed, in whole at any time or in part from time to time, on at least 30 days’ but
no more than 60 days’ prior written notice mailed to the registered Holders of the Notes to be redeemed. 
 (b) If the Company elects
to redeem the Notes, the Company will pay a redemption price equal to the greater of: 
 (i) 100% of the principal amount of
the Notes to be redeemed; and 
 (ii) the sum, as determined by the Company based on the Reference Treasury Dealer
Quotations, of the present value of the remaining scheduled payments of principal and interest thereon to the maturity date, (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) at the Treasury Rate plus 30 basis points, 
 plus, in each case, accrued and unpaid interest, if any, on
the amount being redeemed to, but excluding, the Redemption Date. 

  
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 (c) If money sufficient to pay the redemption price of and accrued interest on the Notes (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 other conditions set forth in Article 11 of the Base Indenture are satisfied, then on and after the
Redemption Date, interest will cease to accrue on the Notes (or such portion thereof) called for redemption. 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. 
 (d) If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the
Redemption Date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC or by lot or by such method as the Trustee deems fair and
appropriate. No Notes of $1,000 or less will be redeemed in part. 
 (e) In the case of any redemption, the Security Registrar will not be
required to register the transfer or exchange of any Note: 
 (i) during a period beginning 15 days before the day of mailing
of the relevant notice of redemption and ending on the close of business on that day of mailing; or 
 (ii) if the Company
has called the Note for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. 
 Article Four

 Additional Covenants 

Section 4.01 Purchase of Notes upon a Change of Control Triggering Event. 

(a) If a Change of Control Repurchase Event occurs after the Distribution, unless the Company has exercised its right to redeem the Notes as
set forth in Section 3.01 of this First Supplemental Indenture, the Company will make an offer to each Holder of Notes to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s
Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus any accrued and unpaid interest on the Notes repurchased to the date of purchase. 

Within 30 days following any Change of Control Repurchase Event or, at the Company’s option, prior to any Change of Control, but after
the public announcement of the transaction or event that constitutes or may constitute the Change of Control, the Company will mail a notice to each holder to which the Company is required to make a repurchase offer as described above, with a copy
to the Trustee, describing the transaction or event that constitutes or may constitute the Change of Control Repurchase Event and offering to repurchase the Notes on the payment date specified in the notice, which date will be no earlier than 30
days and no later than 60 days from the date such notice is mailed. The notice may, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Repurchase Event
occurring on or prior to the payment date specified in the notice. 
 (b) On the Change of Control Repurchase Event payment date, the
Company shall, to the extent lawful: 
 (i) accept for payment all Notes or portions of Notes (in a minimum principal amount
of $2,000 and integral multiples of $1,000 in excess thereof) properly tendered and not withdrawn pursuant to the Company’s offer; 

(ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all Notes or portions of Notes
properly tendered and not withdrawn; and 

  
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 (iii) deliver or cause to be delivered to the Trustee the Notes properly
accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. 

The Paying Agent will promptly mail to each Holder of Notes properly tendered and not withdrawn the purchase price for such Notes, and the
Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each holder a new Note equal in principal amount to any unpurchased portion of any such Notes surrendered; provided, that each new Note will be in a minimum
principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. 
 (c) The Company will not be required to make an offer to
repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all
Notes properly tendered and not withdrawn under its offer. 
 (d) The Company will comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder, to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the
provisions of any securities laws or regulations conflict with this Section 4.01, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.01
by virtue of any such conflict. 
 Article Five 

Additional Events of Default 

Section 5.01 Additional Events of Default. 

Additional Events of Default. In addition to the Events of Default set forth in Section 501 of the Base Indenture, an “Event of
Default” with respect to the Notes occurs if: 
 (a) the Company fails to make the required offer to purchase Notes following a
Change of Control Repurchase Event, if that failure continues for 90 days after notice is provided as set forth in clause (4) of Section 501 of the Base Indenture; or 

(b) except as permitted by the Guarantee Agreement, the Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or
shall cease for any reason to be in full force and effect, or the Guarantor, or any person acting on its behalf, shall deny or disaffirm in writing the Guarantor’s Guarantee obligation under the Guarantee Agreement. 

Article Six 

Miscellaneous 

Section 6.01 Application of First Supplemental Indenture. 

The Indenture, as supplemented by this First Supplemental Indenture, is in all respects ratified and confirmed. This First Supplemental
Indenture shall be deemed part of the Base Indenture in the manner and to the extent herein and therein provided. 
 Section 6.02
Trust Indenture Act. 
 If any provision hereof limits, qualifies or conflicts with the duties imposed by Sections 310 through 317 of
the Trust Indenture Act, the imposed duties shall control. 

  
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 Section 6.03 Conflict with Base Indenture. 

To the extent not expressly amended or modified by this First Supplemental Indenture, the Base Indenture shall remain in full force and
effect. If any provision of this First Supplemental Indenture relating to the Notes is inconsistent with any provision of the Base Indenture, the provision of this First Supplemental Indenture shall control. 

Section 6.04 Governing Law. 

THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 

Section 6.05 Successors. 

All agreements of the Company in the Base Indenture, this First Supplemental Indenture and the Notes shall bind its successors. All agreements
of the Trustee in the Base Indenture and this First Supplemental Indenture shall bind its successors. 
 Section 6.06
Counterparts. 
 This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the same instrument. 
 Section 6.07 Trustee
Disclaimer. 
 The Trustee makes no representation as to the validity or sufficiency of this First Supplemental Indenture and the Notes
other than as to the validity of its execution and delivery by the Trustee. The recitals and statements herein and in the Notes are deemed to be those of the Company and not the Trustee and the Trustee assumes no responsibility for the same. The
Trustee or any Authenticating Agent shall not be accountable for the use or application by the Company of Notes or the proceeds thereof. 

[Remainder of page intentionally left blank] 

  
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 IN WITNESS WHEREOF, the parties to this First Supplemental Indenture have caused it to be duly
executed as of the day and year first above written. 
  

			
	 HEWLETT PACKARD ENTERPRISE COMPANY

		
	 By:
	 	      /s/ Catherine A.
Lesjak



 
			
	 Name:
	 	Catherine A. Lesjak
	 Title:
	 	Chief Financial Officer
	
	 THE BANK OF NEW YORK MELLON TRUST COMPANY,

N.A., as Trustee



 
			
		
	 By:
	 	      /s/ R.
Tarnas



 
			
	 Name:
	 	R. Tarnas
	 Title:
	 	Vice President



  
 [Signature Page to First
Supplemental Indenture] 







 Appendix A 

PROVISIONS RELATING TO INITIAL NOTES, 

ADDITIONAL NOTES AND EXCHANGE NOTES 

Section 1.1 Definitions. 
 (a)
Capitalized Terms. 
 Capitalized terms used but not defined in this Appendix A have the meanings given to them in the Indenture. The
following capitalized terms have the following meanings: 
 “Applicable Procedures” means, with respect to any transfer or
transaction involving a Global Note or beneficial interest therein, the rules and procedures of the Depositary for such Global Note, Euroclear or Clearstream, in each case to the extent applicable to such transaction and as in effect from time to
time. 
 “Clearstream” means Clearstream Banking, Société Anonyme, or any successor securities clearing
agency. 
 “Custodian” means the Trustee, as custodian with respect to the Notes in global form, or any successor entity
thereto. 
 “Definitive Note” means a certificated Initial Note, Additional Note or Exchange Note issued pursuant to the
Indenture (bearing the Restricted Notes Legend if the transfer of such Note is restricted by applicable law) that does not include the Global Notes Legend. 

“Distribution Compliance Period,” with respect to any Note, means the period of 40 consecutive days beginning on and
including the later of (a) the day on which such Note is first offered to persons other than distributors (as defined in Regulation S) in reliance on Regulation S, notice of which day shall be promptly given by the Company to the Trustee,
and (b) the date of issuance with respect to such Note or any predecessor of such Note. 
 “Euroclear” means Euroclear
Bank S.A./N.Y., as operator of Euroclear systems Clearance System or any successor securities clearing agency. 
 “Exchange
Offer” has the meaning set forth in the Registration Rights Agreement. 
 “QIB” means a “qualified
institutional buyer” as defined in Rule 144A. 
 “Regulation S” means Regulation S promulgated under the Securities
Act. 
 “Rule 144” means Rule 144 promulgated under the Securities Act. 

“Rule 144A” means Rule 144A promulgated under the Securities Act. 

“Transfer Restricted Notes” means Definitive Notes and any Notes in global form that bear or are required to bear the
Restricted Notes Legend. 
 “Unrestricted Global Note” means any Note in global form that does not bear or is not required
to bear the Restricted Notes Legend. 
 “U.S. person” means a “U.S. person” as defined in Regulation S. 


  
 A-1 







 (b) Other Definitions. 

 

			
	 Term:
	  	Defined in
Section:
	 “Agent Members”
	  	2.1(d)
	 “Definitive Notes Legend”
	  	2.2(e)
	 “ERISA Legend”
	  	2.2(b)
	 “Global Note”
	  	2.1(c)
	 “Global Notes Legend”
	  	2.2(e)
	 “Original Definitive Notes”
	  	2.1(a)
	 “Regulation S Global Note”
	  	2.1(c)
	 “Regulation S Notes”
	  	2.1(a)
	 “Restricted Notes Legend”
	  	2.3(e)
	 “Rule 144A Global Note”
	  	2.1(c)
	 “Rule 144A Notes”
	  	2.1(a)

 Section 2.1 Form and Dating. 

(a) The Initial Notes issued on the date hereof shall be (i) offered and sold by the Company to the initial purchasers thereof and
(ii) resold, initially only to (1) QIBs in reliance on Rule 144A (“Rule 144A Notes”) and (2) Persons other than U.S. persons in reliance on Regulation S (“Regulation S Notes”). Additional Notes
may also be considered to be Rule 144A Notes or Regulation S Notes, as applicable. 
 (b) Global Notes. Rule 144A Notes shall be
issued initially in the form of one or more permanent global Notes in definitive, fully registered form, numbered RA-1 upward (collectively, the “Rule 144A Global Note”) and Regulation S Notes shall be issued initially in
the form of one or more global Notes, numbered RS-1 upward (collectively, the “Regulation S Global Note”), in each case without interest coupons and bearing the Global Notes Legend and Restricted Notes Legend, which shall be
deposited on behalf of the purchasers of the Notes represented thereby with the Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as provided in the
Indenture. The Rule 144A Global Note, the Regulation S Global Note and any Unrestricted Global Note are each referred to herein as a “Global Note” and are collectively referred to herein as “Global Notes.”
Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent the aggregate principal
amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions. Any endorsement
of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with
instructions given by the Holder thereof as required by Sections 304 and Section 305 of the Base Indenture and Section 2.2(c) of this Appendix A. 

(c) Book-Entry Provisions. This Section 2.1(c) shall apply only to a Global Note deposited with or on behalf of the Depositary.

 The Company shall execute and the Trustee shall, in accordance with this Section 2.1(c) and Section 303 of the Indenture and
pursuant to a Company Order signed by one authorized officer of the Company, authenticate and deliver initially one or more Global Notes that (i) shall be registered in the name of the Depositary for such Global Note or Global Notes or the
nominee of such Depositary and (ii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instructions or held by the Trustee as Custodian. 

Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under the Indenture with respect to any
Global Note held on their behalf by the Depositary or by the Trustee as Custodian or under such Global Note, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such
Global Note for all purposes whatsoever. Notwithstanding the foregoing, 

  
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nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the
Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Note. 

(d) Definitive Notes. Except as provided in Section 2.2 or Section 2.3 of this Appendix A, owners of beneficial interests in
Global Notes shall not be entitled to receive physical delivery of Definitive Notes. 
 Section 2.2 Transfer and Exchange. 

(a) Transfer and Exchange of Definitive Notes for Definitive Notes. When Definitive Notes are presented to the Security Registrar with
a written request: 
 (i) to register the transfer of such Definitive Notes; or 

(ii) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations,

 the Security Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met;
provided, however, that the Definitive Notes surrendered for transfer or exchange: 
 (1) shall be duly
endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and 

(2) in the case of Transfer Restricted Notes, such Transfer Restricted Notes are being transferred or exchanged pursuant to an
effective registration statement under the Securities Act or pursuant to Section 2.2(b) of this Appendix A or otherwise in accordance with the Restricted Notes Legend, and are accompanied by a certification from the transferor in the form
provided on the reverse side of the Form of Note in Exhibit A to the First Supplemental Indenture for exchange or registration of transfers and, as applicable, delivery of such legal opinions, certifications and other information as may be requested
pursuant thereto. 
 (b) Restrictions on Transfer of a Definitive Note for a Beneficial Interest in a Global Note. A Definitive Note
may not be exchanged for a beneficial interest in a Global Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Definitive Note, duly endorsed or accompanied by a written instrument of transfer in form
reasonably satisfactory to the Company and the Security Registrar, together with: 
 (i) a certification from the transferor
in the form provided on the reverse side of the Form of Note in Exhibit A to the First Supplemental Indenture for exchange or registration of transfers and, as applicable, delivery of such legal opinions, certifications and other information as may
be requested pursuant thereto; and 
 (ii) written instructions directing the Trustee to make, or to direct the Custodian to
make, an adjustment on its books and records with respect to such Global Note to reflect an increase in the aggregate principal amount of the Notes represented by the Global Note, such instructions to contain information regarding the Depositary
account to be credited with such increase, 
 the Trustee shall cancel such Definitive Note and cause, or direct the Custodian to cause, in accordance with
the standing instructions and procedures existing between the Depositary and the Custodian, the aggregate principal amount of Notes represented by the Global Note to be increased by the aggregate principal amount of the Definitive Note to be
exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Global Note equal to the principal amount of the Definitive Note so canceled. If the applicable Global Note
is not then outstanding, the Company shall issue and the Trustee shall authenticate, upon written order of the Company in the form of an Officers’ Certificate, a new applicable Global Note in the appropriate principal amount. 

  
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 (c) Transfer and Exchange of Global Notes. 

(i) The transfer and exchange of Global Notes or beneficial interests therein shall be effected through the Depositary, in
accordance with the Indenture (including applicable restrictions on transfer set forth in Section 2.2(d) of this Appendix A, if any) and the procedures of the Depositary therefor. A transferor of a beneficial interest in a Global Note shall
deliver to the Security Registrar a written order given in accordance with the Depositary’s procedures containing information regarding the participant account of the Depositary to be credited with a beneficial interest in such Global Note, or
another Global Note, and such account shall be credited in accordance with such order with a beneficial interest in the applicable Global Note and the account of the Person making the transfer shall be debited by an amount equal to the beneficial
interest in the Global Note being transferred. 
 (ii) If the proposed transfer is a transfer of a beneficial interest in one
Global Note to a beneficial interest in another Global Note, the Security Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Note to which such interest is being transferred in an amount
equal to the principal amount of the interest to be so transferred, and the Security Registrar shall reflect on its books and records the date and a corresponding decrease in the principal amount of the Global Note from which such interest is being
transferred. 
 (iii) Notwithstanding any other provisions of this Appendix A (other than the provisions set forth in
Section 2.3 of this Appendix A), a Global Note may not be transferred except as a whole and not in part if the transfer is by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee
of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. 
 (d)
Restrictions on Transfer of Global Notes; Voluntary Exchange of Interests in Transfer Restricted Global Notes for Interests in Unrestricted Global Notes. 

(i) Transfers by an owner of a beneficial interest in a Rule 144A Global Note to a transferee who takes delivery of such
interest through another Transfer Restricted Note shall be made in accordance with the Applicable Procedures and the Restricted Notes Legend and only upon receipt by the Trustee of a certification from the transferor in the form provided on the
reverse side of the Form of Note in Exhibit A to the First Supplemental Indenture for exchange or registration of transfers and, as applicable, delivery of such legal opinions, certifications and other information as may be requested pursuant
thereto. In addition, in the case of a transfer of a beneficial interest in a Rule 144A Global Note, the transferee must furnish a certification or a signed letter in the form provided on the reverse side of the Form of Note in Exhibit A
to the First Supplemental Indenture to the Trustee. 
 (ii) During the Distribution Compliance Period, beneficial ownership
interests in the Regulation S Global Note may only be sold, pledged or transferred through Euroclear or Clearstream in accordance with the Applicable Procedures, the Restricted Notes Legend on such Regulation S Global Note and any applicable
securities laws of any state of the United States of America. Prior to the expiration of the Distribution Compliance Period, transfers by an owner of a beneficial interest in the Regulation S Global Note shall be made only in accordance with the
Applicable Procedures and the Restricted Notes Legend and upon receipt by the Trustee of a written certification from the transferor of the beneficial interest in the form provided on the reverse side of the Form of Note in Exhibit A to the
First Supplemental Indenture for exchange or registration of transfers and, in the case of a transfer to a transferee who takes delivery of such interest through a Rule 144A Global Note, the transferee must furnish a certification or a signed letter
in the form provided on the reverse side of the Form of Note in Exhibit A to the First Supplemental Indenture to the Trustee. Such written certifications or letter shall no longer be required after the expiration of the Distribution Compliance
Period. Upon the expiration of the Distribution Compliance Period, beneficial ownership interests in the Regulation S Global Note shall be transferable in accordance with applicable law and the other terms of the Indenture. 

  
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 (iii) Upon the expiration of the Distribution Compliance Period, beneficial
interests in the Regulation S Global Note may be exchanged for beneficial interests in an Unrestricted Global Note upon certification in the form provided on the reverse side of the Form of Note in Exhibit A to the First Supplemental
Indenture for an exchange from a Regulation S Global Note to an Unrestricted Global Note. 
 (iv) Beneficial interests in a
Transfer Restricted Note that is a Rule 144A Global Note may be exchanged for beneficial interests in an Unrestricted Global Note if the Holder certifies in writing to the Security Registrar that its request for such exchange is in respect of a
transfer made in reliance on Rule 144 (such certification to be in the form set forth on the reverse side of the Form of Note in Exhibit A to the First Supplemental Indenture) and/or upon delivery of such legal opinions, certifications and other
information as the Company or the Trustee may reasonably request. 
 (v) If no Unrestricted Global Note is outstanding at the
time of a transfer contemplated by the preceding clauses (iii) and (iv), the Company shall issue and the Trustee shall authenticate, upon written order of the Company in the form of an Officers’ Certificate, a new Unrestricted Global Note
in the appropriate principal amount. 
 (e) Legends. 

(i) Except as permitted by Section 2.2(d), this Section 2.2(e), Section 2.2(i) and Section 2.2(j) of this
Appendix A, each Note certificate evidencing the Global Notes and the Definitive Notes (and all Notes issued in exchange therefor or in substitution thereof) shall bear a legend in substantially the following form (each defined term in the legend
being defined as such for purposes of the legend only) (“Restricted Notes Legend”): 
 THIS SECURITY HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON
BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE
DATE HEREOF AND THE LAST DATE ON WHICH HEWLETT PACKARD ENTERPRISE COMPANY (THE “ISSUER”) OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER, (B) PURSUANT TO
A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A
“QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE
ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/ OR OTHER INFORMATION
SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. 
 Each Definitive
Note shall bear the following additional legend (“Definitive Notes Legend”): 

  
 A-5 







 IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE SECURITY REGISTRAR SUCH
CERTIFICATES AND OTHER INFORMATION AS SUCH SECURITY REGISTRAR MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. 

Each Global Note shall bear the following additional legend (“Global Notes Legend”): 

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
(“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR 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. 
 TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED
TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. 
 Each Note shall bear the following additional legend (“ERISA Legend”):

 BY ITS ACQUISITION OF THIS SECURITY OR ANY INTEREST HEREIN, THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT
EITHER (1) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS SECURITY CONSTITUTES THE ASSETS OF AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), OF A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR PROVISIONS UNDER ANY OTHER FEDERAL, STATE, LOCAL,
NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAWS”), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR
ARRANGEMENT, OR (2) THE ACQUISITION AND HOLDING OF THIS SECURITY OR ANY INTEREST HEREIN WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE
SIMILAR LAWS. 
 (ii) Upon any sale or transfer of a Transfer Restricted Note that is a Definitive Note, the Security
Registrar shall permit the Holder thereof to exchange such Transfer Restricted Note for a Definitive Note that does not bear the Restricted Notes Legend and the Definitive Notes Legend and rescind any restriction on the transfer of such Transfer
Restricted Note if the Holder certifies in writing to the Security Registrar that its request for such exchange is in respect of a transfer made in reliance on Rule 144 (such certification to be in the form set forth on the reverse side of the
Form of Note in Exhibit A to the First Supplemental Indenture) and provides such legal opinions, certifications and other information as the Company or the Trustee may reasonably request. 

(iii) After a transfer of any Initial Notes or Additional Notes during the period of the effectiveness of a Shelf Registration
Statement (as defined in the Registration Rights Agreement) with respect to such Initial Notes or Additional Notes, as the case may be, all requirements pertaining to the Restricted Notes Legend on such Initial Notes or Additional Notes shall cease
to apply and the requirements that any such Initial Notes or Additional Notes be issued in global form shall continue to apply. 

  
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 (iv) Upon the consummation of an Exchange Offer with respect to the Initial Notes
or Additional Notes pursuant to which Holders of such Initial Notes or Additional Notes are offered Exchange Notes in exchange for their Initial Notes or Additional Notes, all requirements pertaining to Initial Notes or Additional Notes that Initial
Notes or Additional Notes be issued in global form shall continue to apply, and Exchange Notes in global form without the Restricted Notes Legend shall be available to Holders that exchange such Initial Notes or Additional Notes in such Exchange
Offer. 
 (v) Any Additional Notes sold in a registered offering shall not be required to bear the Restricted Notes Legend.

 (f) Cancellation or Adjustment of Global Note. At such time as all beneficial interests in a Global Note have either been
exchanged for Definitive Notes, transferred in exchange for an interest in another Global Note, redeemed, repurchased or canceled, such Global Note shall be returned by the Depositary to the Trustee for cancellation or retained and canceled by the
Trustee. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for Definitive Notes, transferred in exchange for an interest in another Global Note, redeemed, repurchased or canceled, the principal amount
of Notes represented by such Global Note shall be reduced and an adjustment shall be made on the books and records of the Trustee (if it is then the Custodian for such Global Note) with respect to such Global Note, by the Trustee or the Custodian,
to reflect such reduction. 
 (g) Obligations with Respect to Transfers and Exchanges of Notes. 

(i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate,
Definitive Notes and Global Notes at the Security Registrar’s request. 
 (ii) No service charge shall be made for any
registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or
similar governmental charge payable upon exchanges pursuant to Sections 304, 305, 306, 906 and 1107 of the Base Indenture). 

(iii) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the
Security Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal, premium, if any, and interest on such Note and for all other purposes
whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent or the Security Registrar shall be affected by notice to the contrary. 

(iv) All Notes issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and
shall be entitled to the same benefits under the Indenture as the Notes surrendered upon such transfer or exchange. 
 (v) In
order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so
requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or
the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee. 

(h) No Obligation of the Trustee. 

(i) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a
participant in the Depositary or any other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the
delivery to any participant, member, beneficial owner 

  
 A-7 







 
or other Person (other than the Depositary) of any notice (including any notice of redemption or repurchase) or the payment of any amount, under or with respect to such Notes. All notices and
communications to be given to the Holders and all payments to be made to Holders under the Notes shall be given or made only to the registered Holders (which shall be the Depositary or its nominee in the case of a Global Note). The rights of
beneficial owners in any Global Note shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may conclusively rely and shall be fully protected in conclusively relying upon
information furnished by the Depositary with respect to its members, participants and any beneficial owners. 
 (ii) The
Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under the Indenture or under applicable law with respect to any transfer of any interest in any Note (including any
transfers between or among Depositary participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when
expressly required by, the terms of the Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. 

(iii) Neither the Trustee nor any agent shall have any responsibility or liability for any actions taken or not taken by the
Depositary. 
 (i) Exchange Offer. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement,
the Company shall issue and, upon receipt of a Company Order in accordance with Section 303 of the Base Indenture, the Trustee shall authenticate (i) one or more Global Notes without the Restricted Notes Legend in an aggregate principal
amount equal to the principal amounts of the beneficial interests in the Global Notes tendered for acceptance by Persons that provide in the applicable letters of transmittal such certifications as are required by the Registration Rights Agreement
and applicable law, and accepted for exchange in the Exchange Offer and (ii) Definitive Notes without the Restricted Notes Legend in an aggregate principal amount equal to the principal amount of the Definitive Notes tendered for acceptance by
Persons that provide in the applicable letters of transmittal such certification as are required by the Registration Rights Agreement and applicable law, and accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Notes,
the Trustee shall cause the aggregate principal amount of the applicable Global Notes with the Restricted Notes Legend to be reduced accordingly, and the Company shall execute and the Trustee shall authenticate and mail to the Persons designated by
the Holders of the Definitive Notes so accepted Definitive Notes without the Restricted Notes Legend in the applicable principal amount. Any Notes that remain outstanding after the consummation of the Exchange Offer, and Exchange Notes issued in
connection with the Exchange Offer, shall be treated as a single class of securities under the Indenture. 
 Section 2.3 Definitive Notes. 

(a) A Global Note deposited with the Depositary or with the Trustee as Custodian pursuant to Section 2.1 or issued in connection with an
Exchange Offer may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies
with Section 2.2 of this Appendix A and (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency”
registered under the Exchange Act and, in each case, a successor depositary is not appointed by the Company within 90 days of such notice or after the Company becomes aware of such cessation, or (ii) an Event of Default has occurred and is
continuing and the Security Registrar has received a request from the Depository. In addition, any Affiliate of the Company or any Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial
interest transferred to such Affiliate in the form of a Definitive Note by providing a written request to the Company and the Trustee and such Opinions of Counsel, certificates or other information as may be required by the Indenture or the Company
or Trustee. 
 (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.3 shall be
surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global


  
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Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.3 shall be executed,
authenticated and delivered only in denominations of $2,000 and integral multiples of $1,000 in excess thereof and registered in such names as the Depositary shall direct. Any Definitive Note delivered in exchange for an interest in a Global Note
that is a Transfer Restricted Note shall, except as otherwise provided by Section 2.2(e) of this Appendix A, bear the Restricted Notes Legend. 

(c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may
hold interests through Agent Members, to take any action which a Holder is entitled to take under the Indenture or the Notes. 
 (d) In the
event of the occurrence of any of the events specified in Section 2.3(a) of this Appendix A, the Company shall promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons.


  
 A-9 







 Exhibit A 

Form of Note representing the 2.450% Notes due 2017 

No. [RA-●] 
 HEWLETT PACKARD ENTERPRISE
COMPANY 
 2.450% Notes due 2017 

$[●] 

CUSIP No. [42824C AA7] [U42832 AA0] 

[RESTRICTED NOTES ONLY] [THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED
SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH HEWLETT PACKARD
ENTERPRISE COMPANY (THE “ISSUER”) OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR
OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S
RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/ OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE
REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.] 
 [GLOBAL NOTES ONLY] [UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR 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. 

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR
THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.] 






 BY ITS ACQUISITION OF THIS SECURITY OR ANY INTEREST HEREIN, THE HOLDER THEREOF WILL BE DEEMED TO
HAVE REPRESENTED AND WARRANTED THAT EITHER (1) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST HEREIN CONSTITUTES THE ASSETS OF AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S.
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OF A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”) OR PROVISIONS UNDER ANY OTHER FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAWS”), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED
TO INCLUDE “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT, OR (2) THE ACQUISITION AND HOLDING OF THIS SECURITY OR ANY INTEREST HEREIN WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR
SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS. 
 Hewlett Packard Enterprise 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 October 5, 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 October 5, 2017, and to pay interest thereon from October 9, 2015, or from the most recent Interest Payment Date to which interest has been paid or duly provided for,
semi-annually on April 5 and October 5 in each year, commencing April 5, 2016, at the rate of 2.450% 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 March 20 or September 20 (whether or not a Business Day), as the case may be, 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. If any Interest Payment Date for the Notes is not a Business Day, then payment of interest shall be made on the next succeeding Business Day with the same force and effect as if made on the date such
payment was due, and no interest on such payment shall accrue for the period from and after such Interest Payment Date to the date of such payment on the next succeeding Business Day. 

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 

  
 - 2 - 







 
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. 
 Signature Page Follows


  
 - 3 - 







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

 

			
	HEWLETT PACKARD ENTERPRISE COMPANY
		
	 By:
	 	 
	 Name:
	 	
	 Title:
	 	


  

			
	Attest:	 	
	 	 	 
	 Name:
	 	
	 Title:
	 	


  
 - 4 - 







 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


  
 - 5 - 







 Reverse of Security 

HEWLETT PACKARD ENTERPRISE COMPANY 

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 October 9, 2015 (the “Base Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (herein called the
“Trustee,” which term includes any successor trustee under the Indenture), as supplemented by the First Supplemental Indenture, dated as of October 9, 2015 (the “First Supplemental Indenture,” and together with
the Base Indenture, the “Indenture”), between the Company and the Trustee, 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 in aggregate principal amount of $2,250,000,000. 
 The Company may redeem the Securities, in whole at any time or in part from
time to time, 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. 

If the Company elects to redeem the Securities, the Company will pay a redemption price equal to the greater of: 

(i) 100% of the principal amount of the Securities to be redeemed; and 

(ii) the sum, as determined by the Company based on the Reference Treasury Dealer Quotations, of the present value of the of
the remaining scheduled payments of principal and interest thereon to the maturity date, (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate plus 30 basis points, 
 plus, in each case, accrued and unpaid interest, if any, on the
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 certain other conditions are satisfied, then on and after the Redemption Date, interest
will cease to accrue on the 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 are to be redeemed at any time,
not more than 45 days prior to the Redemption Date, the particular Securities or portions thereof for redemption from the outstanding Securities not previously called shall be selected in accordance with the procedures of DTC or by lot or by such
method as the Trustee deems fair and appropriate. No Securities of $1,000 or less will be redeemed in part. 
 In the case of any
redemption, the Security Registrar will not be required to register the transfer or exchange of any Security: 
 (i) during a
period beginning 15 days before the day of mailing of the relevant notice of redemption and ending on the close of business on that day of mailing; or 

(ii) if the Company has called the Security for redemption in whole or in part, except the unredeemed portion of any Security
being redeemed in part. 

  
 - 11 - 







 “Comparable Treasury Issue” means the United States Treasury security selected
by an Independent Investment Banker, in accordance with customary financial practice, as having a maturity comparable to the remaining term (“Remaining Life”) of the Securities to be redeemed. 

“Comparable Treasury Price” means, with respect to any Redemption Date, (1) the average of the Reference Treasury Dealer
Quotations for such Redemption Date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Company obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations. 

“Independent Investment Banker” means one of the Reference Treasury Dealers that the Company appoints to act as the
Independent Investment Banker from time to time. 
 “Reference Treasury Dealer” means each of Citigroup Global Markets
Inc., Goldman, Sachs & Co. and J.P. Morgan Securities LLC, and one additional dealer in U.S. Government securities selected by us (each a “Primary Treasury Dealer”) and their respective successors which the Company
specifies from time to time; provided, however, that if any of them ceases to be a Primary Treasury Dealer, the Company will substitute therefor another Primary Treasury Dealer. 

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the
average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Company by such Reference Treasury Dealer at 5:00 p.m.,
New York City time, on the third Business Day preceding such Redemption Date. 
 “Treasury Rate” means, with respect to any
Redemption Date, the rate per year equal to: (1) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any
successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury
Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue; provided that, if no maturity is within three months before or after the Remaining Life of the Securities to be redeemed, yields for the two published
maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Treasury Rate shall be interpolated or extrapolated from those yields on a straight-line basis, rounding to the nearest month; or (2) if such
release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, calculated
using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. The Treasury Rate shall be calculated on the third Business Day preceding the
Redemption Date. 
 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 or transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Security. 

  
 - 12 - 







 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 indemnity satisfactory to it, 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. 

Purchase of Securities upon a Change of Control Triggering Event 

If a Change of Control Repurchase Event occurs after the Distribution, unless the Company has exercised its right to redeem the Securities,
the Company will make an offer to each Holder of Securities to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Securities at a repurchase price in cash equal to 101% of the
aggregate principal amount of Securities repurchased plus any accrued and unpaid interest on the Securities repurchased to the date of purchase. 

Within 30 days following any Change of Control Repurchase Event or, at the Company’s option, prior to any Change of Control, but after
the public announcement of the transaction or event that constitutes or may constitute the Change of Control, the Company will mail a notice to each holder to which the Company is required to make a repurchase offer as described above, with a copy
to the Trustee, describing the transaction or event that constitutes or may constitute the Change of Control Repurchase Event and offering to repurchase the Securities on the payment date specified in the notice, which date will be no earlier than
30 days and no later than 60 days from the date such notice is mailed. The notice may, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Repurchase Event
occurring on or prior to the payment date specified in the notice. 
 On the Change of Control Repurchase Event payment date, the Company
shall, to the extent lawful: 
 (i) accept for payment all Securities or portions of Securities (in a minimum principal
amount of $2,000 and integral multiples of $1,000 in excess thereof) properly tendered and not withdrawn pursuant to the Company’s offer; 

(ii) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all Securities or portions of
Securities properly tendered and not withdrawn; and 

  
 - 13 - 







 (iii) deliver or cause to be delivered to the Trustee the Securities properly
accepted, together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of Securities being purchased by the Company. 

The Paying Agent will promptly mail to each Holder of Securities properly tendered and not withdrawn the purchase price for such Securities,
and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of any such Securities surrendered; provided, that each new Security
will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. 
 The Company will not be required to
make an offer to repurchase the Securities upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third
party purchases all Securities properly tendered and not withdrawn under its offer. 
 The Company will comply with the requirements of Rule
14e-1 under the Exchange Act and any other securities laws and regulations thereunder, to the extent those laws and regulations are applicable in connection with the repurchase of the Securities as a result of a Change of Control Repurchase Event.
To the extent that the provisions of any securities laws or regulations conflict with this provision, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this
provision by virtue of any such conflict. 
 “Change of Control” means the occurrence of any of the following after
consummation of the Distribution: 
 (1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger
or consolidation), in one or a series of related transactions, of all or substantially all of the Company’s assets and the assets of the Company’s subsidiaries, taken as a whole, to any “person” or “group” (as those
terms are used for purposes of Section 13(d)(3) of the Exchange Act), other than the Company or one or more of the Company’s subsidiaries; (2) the consummation of any transaction or series of related transactions (including, without
limitation, any merger or consolidation) the result of which is that any “person” or “group” (as those terms are used for purposes of Section 13(d)(3) of the Exchange Act), other than the Company or one of the Company’s
wholly owned subsidiaries, becomes the beneficial owner, directly or indirectly, of more than 50% of the then outstanding number of shares of the Company’s Voting Stock, measured by voting power rather than number of shares; (3) the
Company consolidates with, or merges with or into, any person, or any person consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction in which any of the Company’s outstanding Voting Stock or the
Voting Stock of such other person is converted into or exchanged for cash, securities or other property, other than any such transaction where the shares of the Company’s Voting Stock outstanding immediately prior to such transaction
constitute, or are converted into or exchanged for, a majority of the Voting Stock of the surviving person or any direct or indirect parent company of the surviving person, measured by voting power rather than number of shares, immediately after
giving effect to such transaction; (4) the first day on which a majority of the members of the Board of Directors are not Continuing Directors; or (5) the adoption by the Company of a plan providing for the Company’s liquidation or
dissolution. 
 Notwithstanding the foregoing, a transaction will not be considered to be a Change of Control under clause (2) above if
(a) the Company becomes a direct or indirect wholly owned subsidiary of a holding company and (b) (y) immediately following that transaction, the direct or indirect holders of the Voting Stock of the holding company are substantially
the same as the holders of the Company’s Voting Stock immediately prior to that transaction or (z) immediately following that transaction, no person (as that term is used in Section 13(d)(3) of the Exchange Act), other than a holding
company satisfying the requirements of this sentence, is the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of the holding company. 

For purposes of the foregoing discussion of the purchase of Securities upon a Change of Control Triggering Event, the following definitions
are applicable: 
 “Below Investment Grade Rating Event” means, with respect to the Securities, the rating on the Securities
is lowered by each of the 

  
 - 14 - 







 
Rating Agencies, and the Securities are rated below Investment Grade by each of the Rating Agencies, within 60 days from the earlier of (1) the date of the public notice of an arrangement
that could result in a Change of Control or (2) the occurrence of a Change of Control (which period shall be extended so long as the rating of the Securities is under publicly announced consideration for possible downgrade by any of the Rating
Agencies). 
 “Change of Control Repurchase Event” means the occurrence of both a Change of Control and a Below Investment
Grade Rating Event. 
 “Continuing Directors” means, as of any date of determination, any member of the Board of Directors
who (1) was a member of such Board of Directors on the date of the consummation of the Distribution; or (2) was nominated for election, elected or appointed to such Board of Directors with the approval of a majority of the Continuing
Directors who were members of such Board of Directors at the time of such nomination, election or appointment (either by a specific vote or by approval by such Continuing Directors of the Company’s proxy statement in which such member was named
as a nominee for election as a director). 
 “Distribution” means the separation of the Company from the Guarantor and the
distribution of all the equity securities of the Company to the shareholders of the Guarantor, all on the terms substantially as described under “The Separation and Distribution” in the Company’s Offering Memorandum dated
September 30, 2015. 
 “Fitch” means Fitch Ratings Ltd. and its successors. 

“Investment Grade” means a rating of BBB- or better by Fitch (or its equivalent under any successor rating categories of
Fitch), Baa3 or better by Moody’s (or its equivalent under any successor rating categories of Moody’s) and a rating of BBB- or better by S&P (or its equivalent under any successor rating categories of S&P) or the equivalent
investment grade credit rating from any additional Rating Agency or Rating Agencies selected by the Company. 

“Moody’s” means Moody’s Investors Services Inc. and its successors. 

“Rating Agency” means (1) each of Fitch, Moody’s and S&P; and (2) if any of Fitch, Moody’s or S&P
ceases to rate the Securities or fails to make a rating of the Securities publicly available for reasons outside of the Company’s control, a “nationally recognized statistical rating organization” within the meaning of
Section 3(a)(62) of the Exchange Act, selected by the Company as a replacement agency for Fitch, Moody’s or S&P, or all of them, as the case may be. 

“S&P” means Standard & Poor’s Ratings Services, a division of McGraw-Hill, Inc., and its successors. 

“Voting Stock” means, with respect to any person as of any date, capital stock of any class or kind the holders of which are
ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such person, even if the right so to vote has been suspended by the happening of such a contingency. 

Payment of Additional Interest 
 The
Company shall pay all Additional Interest, if any, in the same manner and on the same dates as interest at the rate stated herein and in the amounts set forth in the Registration Rights Agreement. 

For purposes of the foregoing discussion of additional interest, the following definitions are applicable: 

“Additional Interest” means all interest payable as a consequence of the occurrence and continuation of a “Registration
Default” as defined in the Registration Rights Agreement. 
 “Registration Rights Agreement” means (i) the
registration rights agreement, dated as of October 9, 2015, among the Company, the Guarantor, and the representatives of the initial purchasers with respect to the Notes party thereto and (ii) with respect to any Additional Notes, one or
more substantially similar registration rights agreements among the Company and the other parties thereto, as such agreements may be amended from time to time. 

  
 - 15 - 







 Pre-Distribution Guarantee 

All payments by the Company under the Indenture and the Securities are fully and unconditionally guaranteed by the Guarantor as set forth in
the Guarantee Agreement. Pursuant thereto, the Guarantor shall be automatically and unconditionally released and discharged from all obligations under the Indenture and the Guarantee without any action required on the part of the Trustee or any
Holder in certain circumstances, including at such time as (i) the Guarantor no longer owns any equity securities of the Company and (ii) beneficial ownership of substantially all the assets intended to be included in the Company have been
transferred to the Company, as well as upon defeasance, repayment or discharge of the Securities. 

  
 - 16 - 







 ASSIGNMENT FORM 

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

PLEASE INSERT SOCIAL SECURITY NUMBER 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 ENTERPRISE COMPANY and all rights hereunder, hereby irrevocably constituting and appointing 

 
  
  

 
  
  

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

 

					
	
Dated:                        
             
	 		  	  
 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


  
 - 17 - 







 CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR 

REGISTRATION OF TRANSFERS OF TRANSFER RESTRICTED NOTES1 

This certificate relates to $             principal amount of Notes held in (check
applicable space)              book-entry or              definitive form by the undersigned. 

The undersigned (check one box below): 

has requested the Trustee by written order to deliver in exchange for its beneficial interest in a Global Note held by the Depositary a Note or
Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above) in accordance with the Indenture; or 

has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. 

In connection with any transfer of any of the Notes evidenced by this certificate, the undersigned confirms that such Notes are being
transferred in accordance with its terms: 
 CHECK ONE BOX BELOW 
  

	 	(1)	to the Company or subsidiary thereof; or 

  

	 	(2)	to the Security Registrar for registration in the name of the Holder, without transfer; or 

  

	 	(3)	pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”); or 


 

	 	(4)	to a Person that the undersigned reasonably believes is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act (“Rule 144A”)) that purchases for its own
account or for the account of a qualified institutional buyer and to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A; or 


 

	 	(5)	pursuant to offers and sales to non-U.S. persons that occur outside the United States of America within the meaning of Regulation S under the Securities Act (and if the transfer is being made prior to the expiration of
the Distribution Compliance Period, the Notes shall be held immediately thereafter through Euroclear or Clearstream); or 

  

	 	(6)	pursuant to Rule 144 under the Securities Act; or 

  

	 	(7)	pursuant to another available exemption from registration under the Securities Act. 

 Unless one
of the boxes is checked, the Trustee will refuse to register any of the Notes evidenced by this certificate in the name of any Person other than the registered Holder thereof; provided, however, that if box (6) or (7) is
checked, the Company or the Trustee may require, prior to registering any such transfer of the Notes, such legal opinions, certifications and other information as the Company or the Trustee has reasonably requested to confirm that such transfer is
being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. 

 

	1 	This certificate shall not be included as part of the Original Definitive Notes. 


  
 - 18 - 








			
		  	  
 Your Signature

	Date:                                     
                                	  	
		  	  
 Signature of Signature

Guarantor


 TO BE COMPLETED BY PURCHASER IF (4) ABOVE IS CHECKED. 

The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it
has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s
foregoing representations in order to claim the exemption from registration provided by Rule 144A. 
  

			
	Dated:                                     
                        	  	
		  	  
 NOTICE:     To
be executed by
                      an executive
officer
 Name:
 Title:


 Signature Guarantee*:
                                         
                    
  

	*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 


  
 - 19 - 







 TO BE COMPLETED IF THE HOLDER REQUIRES AN EXCHANGE FROM A 

REGULATION S GLOBAL NOTE TO AN UNRESTRICTED GLOBAL NOTE, 

PURSUANT TO SECTION 2.2(d)(iii) OF APPENDIX A TO THE INDENTURE2 

The undersigned represents and warrants that either: 

the undersigned is not a dealer (as defined in the Securities Act) and is a non-U.S. person (within the meaning of Regulation S under the
Securities Act); or 
 the undersigned is not a dealer (as defined in the Securities Act) and is a U.S. person (within the meaning of
Regulation S under the Securities Act) who purchased interests in the Notes pursuant to an exemption from, or in a transaction not subject to, the registration requirements under the Securities Act; or 

the undersigned is a dealer (as defined in the Securities Act) and the interest of the undersigned in this Note does not constitute the whole
or a part of an unsold allotment to or subscription by such dealer for the Notes. 
  

			
	Dated:                                     
                	  	
		  	  
 Your
Signature


  

	2 	Include only for Regulation S Global Notes. 


  
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 OPTION OF HOLDER TO ELECT PURCHASE 

If you want to elect to have all or part of this Note purchased by the Company pursuant to Change of Control, state the amount you elect to
have purchased: 
  

			
	$                                      
  	 	(integral multiples of $1,000,
		 	 provided that the unpurchased
 portion
must be in a minimum
 principal amount of $2,000)



 
			
		
	Date:
                                         
                                   	  	


 
	
	
	Your Signature:
                                         
                               
	
                          
      (Sign exactly as your name appears on the

                          
      face of this Note)

	Tax Identification
No.:                                        
                     



 

			
	Signature Guarantee*:
                                         
                                   	  	


  

	*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 


  
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 SCHEDULE OF EXCHANGE OF GLOBAL NOTES* 

The initial outstanding principal amount of this Global Note is $            . The
following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: 

 

									
	 Date of Exchange
	  	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,
Depositary or
Custodian
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	

  

	*	This schedule should be included only if the Note is issued in global form. 


  
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