Exhibit 4.2


 


HEWLETT-PACKARD
COMPANY


 


OFFICERS’
CERTIFICATE PURSUANT TO


SECTION 301
OF THE INDENTURE


 


December 5,
2008


 


We, Michael J. Holston and
Kenneth J. Frier, do hereby certify that we are the duly appointed Executive
Vice President, General Counsel and Secretary and Vice President - Corporate Treasury,
respectively, of Hewlett-Packard Company, a Delaware corporation (the “Company”).  We further certify, pursuant to the consent
of the Debt Subcommittee of the Board of Directors of the Company adopted as of
December 1, 2008 (a copy of which is attached hereto as Exhibit A),
that pursuant to Section 301 of the Indenture, dated as of June 1,
2000 (the “Indenture”) 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., the successor to J.P. Morgan Trust
Company, National Association, the successor to Chase Manhattan Bank and Trust
Company, National Association), as trustee, one series of debt securities of
the Company is hereby established, with the following terms and provisions:


 


1.                                       The
title of such series of Securities shall be the “6.125% Global Notes due March 1,
2014” (the “Global Notes”) (a copy of
which is attached hereto as Exhibit B).


 


2.                                       The
aggregate principal amount of the Global Notes that may be authenticated and
delivered under the Indenture shall be $2,000,000,000 aggregate principal
amount of the Global Notes (except for Global Notes authenticated and delivered
upon registration of, transfer of, or in exchange for, or in lieu of, other
Global Notes pursuant to Sections 304, 305, 306, 906 and 1107 of the
Indenture, and except for any Global Notes which, pursuant to Section 303
of the Indenture, shall be deemed never to have been authenticated and
delivered thereunder).


 


3.                                       The
price at which the Global Notes shall be issued to the public is 99.561%.


 


4.                                       Interest
on the Global Notes shall be payable to the Persons in whose names the Global
Notes (or one or more Predecessor Securities) are registered at the close of
business on the Regular Record Date for such interest.


 


5.                                       The
Stated Maturity of the Global Notes is 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).


 


6.                                       The
Global Notes will bear interest at the
rate of 6.125% per year. Interest on the Global Notes will be paid
semi-annually in arrears on March 1 and September 1 of each year, beginning on March 1, 2009, to the holders
of record of the Global Notes at the close of business on the fifteenth day
(whether or not a Business Day) immediately preceding the related Interest
Payment Date. Interest on the Global Notes will accrue from and including December 5,
2008, 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 Global Notes will be paid on the basis of a
360-day year comprised of twelve 30-day months. If an Interest Payment Date on
the Global Notes falls on a date that is not a Business Day, the Interest
Payment Date shall be postponed to the next succeeding Business Day.


 


7.                                       The
Global Notes shall be issued in the form of one or more Global Securities (the “Global Securities”).  So long as the Global Notes shall be issued
in whole in the form of the Global Securities, the principal of, premium, if
any, and interest, if any, on the Global Notes shall be paid in immediately
available funds to the Depositary or a nominee of the Depositary.  If at any time the Global Notes 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 office of The
Bank of New York, an affiliate of The Bank of New York Mellon Trust Company, N.A.,
the Trustee), 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.  Each payment of principal, premium, if any,
and interest, if any, shall be made in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts.  Transfer of
the Global Notes shall be registrable on the Securities Register upon the
surrender of the Global Notes for registration of transfer at the office or
agency maintained by the Company in the Borough of Manhattan, The City of New
York (which shall initially be the office of The Bank of New York, an affiliate
of The Bank of New York Mellon Trust Company, N.A., the Trustee).


 


8.                                       The
Global Notes are subject to redemption at the option of the Company.


 


9.                                       
The Company will have the right to redeem the Global Notes, 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 Global Notes to be redeemed.  The redemption price will be equal to the
greater of (1) 100% of the principal amount of the Global Notes to be
redeemed and (2) the sum of the present value of the principal amount of
the Global Notes 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 Global 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 certain other
conditions are satisfied, then on and after 


 


2

















 


the redemption date,
interest will cease to accrue on the Global Notes (or such portion thereof)
called for redemption and such Global Notes 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 Global
Notes are to be redeemed, the Trustee will select the Global Notes for
redemption on a pro rata basis, by lot or by such other method as the Trustee
deems appropriate and fair.  No Global
Notes of $2,000 or less will be redeemed in part.


 


10.                                 The
Global Notes are not subject to any sinking fund or analogous provisions.


 


11.                                 The
Global Notes shall be issuable only in denominations of $2,000 and any integral
multiples of $1,000 in excess thereof.


 


12.                                 Except
as otherwise provided herein, the amount of payments of principal of, or any
premium or interest on the Global Notes may not be determined with reference to
an index, formula or other method.


 


13.                                 The
Global Notes may be purchased only in currency of the United States and payment
of principal of, premium, if any, and interest on the Global Notes will only be
made in currency of the United States.


 


14.                                 The
payment of principal of, premium, if any, or interest on the Global Notes will
not be payable at the option of the Company or the Holder in any currency or
currency units other than in the currency of the United States.


 


15.                                 One
hundred percent (100%) of the principal amount of the Global Notes will be
payable upon declaration of acceleration of the Maturity of the Global Notes
pursuant to Section 502 of the Indenture.


 


16.                                 The
aggregate principal amount payable at Stated Maturity of the Global Notes is $2,000,000,000.


 


17.                                 The
defeasance and covenant defeasance provisions of Article Thirteen of the
Indenture will apply to the Global Notes.


 


18.                                 The
Global Notes may not be converted into other securities or property.


 


19.                                 The
Depositary for the Global Notes shall be The Depository Trust Company, a New
York Corporation (“DTC”).  The Global Notes will be represented by one
or more Global Securities registered in the name of DTC or Cede & Co.,
as a nominee of DTC.  Except as set forth
in Section 305 of the Indenture, such Global Securities may be
transferred, in whole and not in part, only to DTC or another nominee of DTC.


 


20.                                 There
are no Events of Default with respect to the Global Notes that are in addition
to the Events of Default contained in the Indenture.


 


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21.                                 The
Global Notes are not subject to any guarantee with respect to the payments of
principal, premium, if any, or interest.


 


22.                                 The
Global Notes are unsecured.


 


23.                                 Sections 1008
and 1009 of the Indenture will apply to the Global Notes without variation.


 


In rendering this
Officers’ Certificate, each of undersigned has read the Indenture, including
Sections 102, 201, 301 and 303 thereof, and has made such examinations and
investigations which, in his or her opinion, are necessary to enable such
person to express an informed opinion as to whether all covenants and
conditions required under the Indenture to be complied with or satisfied in
connection with the Trustee’s authentication and delivery of the Global Notes,
have been complied with or satisfied, and, in such person’s opinion, all such
covenants and conditions have been complied with and satisfied.


 


Attached hereto as
Exhibit B is the form of Global Security for the Global Notes.  We further approve all of the terms and
conditions set forth on or referred to in the attached form of Global
Security.  In the event that Certificated
Securities are issued in exchange for a Global Security, the form of
certificate evidencing the Certificated Security shall be in substantially the
form of Global Security, with such grammatical and other changes as are
necessary to evidence the Certificated Securities in definitive form rather
than as Global Securities.


 


Capitalized terms
used herein that are not otherwise defined herein shall have the meanings
assigned to them in the Indenture.


 


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IN WITNESS WHEREOF, the
undersigned have executed this certificate as of the date first written above.


 


	
   

  	
  HEWLETT-PACKARD COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
     /s/
  Michael J. Holston

  
	
   

  	
   

  	
  Michael
  J. Holston

  
	
   

  	
   

  	
  Executive
  Vice President, General Counsel

  and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
     /s/
  Kenneth J. Frier

  
	
   

  	
   

  	
  Kenneth
  J. Frier

  
	
   

  	
   

  	
  Vice President - Corporate Treasury

  



 


[Signature Page to
the Officers’ Certificate Pursuant to Section 301 of the Indenture]