Exhibit 4.1


 


THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING
OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
DEPOSITARY OR A NOMINEE THEREOF.  THIS
SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY
REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


 


UNLESS THIS SECURITY IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION (“DTC”) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OR
TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC) ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.


 

















 


HEWLETT-PACKARD COMPANY


6.125% Global Notes due March 1, 2014


 


	
  No. R-F14-[     ]

  	
   

  	
  $[                   ]

  



CUSIP No. 428236
AT 0


 


Hewlett-Packard
Company, a corporation duly organized and existing under the laws of Delaware
(herein called the “Company,” which term includes any successor Person under
the Indenture hereinafter referred to), for value received, hereby promises to
pay to Cede & Co., or registered assigns, the principal sum of [                   ]
Dollars ($[                   ])
or such other amount indicated on the Schedule of Exchange of Global Notes
attached hereto on March 1, 2014 (if such date is not a Business Day,
payment of principal, premium, if any, and interest for the Securities will be
paid on the next Business Day); provided, however, that no interest on that
payment will accrue from and after March 1, 2014, and to pay interest
thereon from December 5, 2008, or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, semi-annually on March 1
and September 1 in each year, commencing March 1, 2009, at the rate
of 6.125% per annum, until the principal hereof is paid or made available for
payment.  The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest, which shall be the fifteenth day
(whether or not a Business Day), next preceding such Interest Payment
Date.  Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in
whose name this Security (or one or more Predecessor Securities) is registered
at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to
Holders of Securities of this series not less than 10 days prior to such
Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture.  Interest on the Security shall be computed on
the basis of a 360-day year of twelve 30-day months, and for any period shorter
than a full six-month interest period, on the basis of the actual days elapsed
in such period.


 


So long as all of the
Securities of this series are represented by Global Securities, the principal
of, premium, if any, and interest, if any, on this Global Security shall be
paid in same day funds to the Depositary, or to such name or entity as is
requested by an authorized representative of the Depositary.  If at any time the Securities of this series
are no longer represented by the Global Securities and are issued in definitive
form (“Certificated Securities”), then the principal of, premium, if any, and
interest, if any, on each Certificated Security at Maturity shall be paid to
the Holder upon surrender of such Certificated Security at the office or agency
maintained by the Company in the Borough of Manhattan, The City of New York
(which shall initially be the principal corporate trust office of The Bank of
New York Mellon Trust Company, N.A., as Trustee) or at such other place or
places as may be designated in or pursuant to the Indenture, provided that such


 

















 


Certificated Security is
surrendered to the Trustee, acting as Paying Agent, in time for the Paying
Agent to make such payments in such funds in accordance with its normal
procedures.  Payments of interest with
respect to Certificated Securities other than at Maturity may, at the option of
the Company, be made by check mailed to the address of the Person entitled
thereto as it appears on the Security Register on the relevant Regular or
Special Record Date or by wire transfer in same day funds to such account as
may have been appropriately designated to the Paying Agent by such Person in
writing not later than such relevant Regular or Special Record Date.


 


Reference is hereby made
to the further provisions of this Security set forth on the reverse hereof,
which further provisions shall for all purposes have the same effect as if set
forth at this place.


 


Unless the certificate of
authentication hereon has been executed by the Trustee referred to on the
reverse hereof by manual signature, this Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.


 

















 


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


 


	
   

  	
  HEWLETT-PACKARD COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Kenneth J. Frier

  
	
   

  	
   

  	
  Vice President -
  Corporate Treasury

  



 


	
  Attest:

  	
   

  	
   

  
	
   

  	
  Michael J. Holston

  
	
   

  	
  Executive Vice
  President, General Counsel

  
	
   

  	
  and Secretary

  



 


 


Trustee’s Certificate of
Authentication.


 


This is one of the
Securities of the series designated


herein referred to in the
within-mentioned Indenture.


 


Dated:


 


THE BANK OF NEW YORK
MELLON

TRUST COMPANY, N.A., as Trustee


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  



 

















 


Reverse
of Security


 


This Security is one of a
duly authorized issue of securities of the Company (herein called the “Securities”),
issued and to be issued in one or more series under an Indenture, dated as of June 1,
2000 (herein called the “Indenture,” which term shall have the meaning assigned
to it in such instrument), between the Company and The Bank of New York Mellon
Trust Company, N.A. (as successor to The Bank of New York Trust Company, N.A.,
as successor to J.P. Morgan Trust Company, National Association, as successor
to Chase Manhattan Bank and Trust Company, National Association), as trustee
(herein called the “Trustee,” which term includes any successor Trustee under
the Indenture), and reference is hereby made to the Indenture and all
indentures supplemental thereto for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered.  This Security is one of the series designated
on the face hereof initially limited in aggregate principal amount to
$2,000,000,000.


 


The Company will have the
right to redeem the Securities, in whole or in part on at least 30 days’ but no
more than 60 days’ prior written notice mailed to the registered Holders of the
Securities to be redeemed.  The
Redemption Price will be equal to the greater of (1) 100% of the principal
amount of the Securities to be redeemed and (2) the sum of the present
value of the principal amount of the Securities to be redeemed and the
remaining scheduled payments of interest thereon from the Redemption Date to
the Maturity Date discounted from the scheduled payment dates to the Redemption
Date on a semi-annual basis at the treasury rate plus 50 basis points, plus
accrued and unpaid interest on the principal amount being redeemed to, but
excluding, the Redemption Date.


 


If money
sufficient to pay the Redemption Price of and accrued interest on the
Securities (or portions thereof) to be redeemed on the Redemption Date is
deposited with the Trustee or Paying Agent on or before the Redemption Date and
the conditions set forth in Article 11 of the Indenture are satisfied,
then on and after the Redemption Date, interest will cease to accrue on such
Securities (or such portion thereof) called for redemption and such Securities
will cease to be outstanding.  If any
Redemption Date is not a Business Day, the Company will pay the Redemption
Price on the next Business Day without any interest or other payment due to the
delay.


 


If fewer than all of the
Securities of a series are to be redeemed, the Trustee will select the
Securities of such series for redemption on a pro rata basis, by lot or by such
other method as the Trustee deems appropriate and fair.  No Securities of $2,000 or less will be
redeemed in part.


 


Unless the Company
defaults in the payment of the Redemption Price, no interest will accrue on the
Securities called for redemption for the period from and after the Redemption
Date.


 

















 


In the event of redemption
of this Security in part only, a new Security or Securities of this series and
of like tenor for the unredeemed portion hereof will be issued in the name of
the Holder hereof upon the cancellation hereof.


 


The Indenture contains
provisions, which will apply to the Securities, for defeasance and covenant
defeasance and Events of Default with respect to this Security, in each case
upon compliance with certain conditions set forth in the Indenture.


 


If an Event of Default
with respect to Securities of this series shall occur and be continuing, the
principal of the Securities of this series may be declared due and payable in
the manner and with the effect provided in the Indenture.


 


The Indenture permits,
with certain exceptions as therein provided, the amendment thereof and the
modification of the rights and obligations of the Company and the rights of the
Holders of the Securities of each series to be affected under the Indenture at
any time by the Company and the Trustee with the consent of the Holders of more
than 50% in aggregate principal amount of the Securities at the time
Outstanding of each series to be affected. 
The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of such
series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.  Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.


 


As provided in and
subject to the provisions of the Indenture, the Holder of this Security shall
not have the right to institute any proceeding with respect to the Indenture or
for the appointment of a receiver or Trustee or for any other remedy
thereunder, unless such Holder shall have previously given the Trustee written
notice of a continuing Event of Default with respect to the Securities of this
series, the Holders of not less than 25% in principal amount of the Securities
of this series at the time Outstanding shall have made written request to the
Trustee to institute proceedings in respect of such Event of Default as Trustee
and offered the Trustee reasonable indemnity, and the Trustee shall not have
received from the Holders of a majority in principal amount of Securities of
this series at the time Outstanding a direction inconsistent with such request,
and shall have failed to institute any such proceeding, for 60 days after receipt
of such notice, request and offer of indemnity. 
The foregoing shall not apply to any suit instituted by the Holder of
this Security for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates expressed
herein.


 


No reference
herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of and any premium and interest on this
Security at the times, place and rate, and in the coin or currency, herein
prescribed.


 

















 


The Securities of this
series are issuable only in registered form without coupons in denominations of
$2,000 and any integral multiples of $1,000 in excess thereof.


 


This Security shall be
deemed to be a contract made under the laws of the State of New York, and for
all purposes shall be construed in accordance with and governed by the laws of
said State, without regard to conflict of laws principles thereof.


 


All terms used in this
Security that are defined in the Indenture shall have the meanings assigned to
them in the Indenture.


 

















 


ASSIGNMENT


 


	
  FOR VALUE RECEIVED the
  undersigned

  hereby sells, assigns and transfers unto:

  	
   

  	
  PLEASE INSERT SOCIAL
  SECURITY OR

  OTHER IDENTIFYING NUMBER OF

  
	
   

  	
   

  	
  ASSIGNEE:

  	
   

  



 


 




 


 





(Please print or
typewrite name and address including postal zip code of assignee)




 


 





the within Global Security of HEWLETT-PACKARD COMPANY and all rights
hereunder, hereby irrevocably constituting and appointing


 


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


 


	
  Dated:

  	
   

  	
   

  



 


	
  SIGN HERE

  	
   

  	
   

  
	
   

  	
   

  	
  NOTICE: THE SIGNATURE
  TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF
  THE WITHIN INSTRUMENT IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT
  OR ANY CHANGE WHATEVER.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SIGNATURE
  GUARANTEED

  



 

















 


SCHEDULE OF INCREASES OR
DECREASES IN GLOBAL NOTE


 


The
following increases or decreases in this Global Note have been made:


 


	
  Date

  	
   

  	
  Amount of Decrease in

  Principal Amount of

  this Global Note

  	
   

  	
  Amount of Increase in

  Principal Amount of

  this Global Note

  	
   

  	
  Principal Amount of

  this Global Note

  Following Such

  Decrease or Increase

  	
   

  	
  Signature of

  Authorized Signatory

  of Trustee or Notes

  Custodian