Exhibit
4.4


 


HEWLETT-PACKARD COMPANY


 


OFFICERS’ CERTIFICATE PURSUANT TO


SECTION 301 OF THE INDENTURE


 


September 13, 2010


 


We,
Paul T. Porrini and John N. McMullen, do hereby certify that we are the duly
appointed Vice President, Deputy General Counsel and Assistant Secretary and
Senior Vice President and Treasurer, 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
September 8, 2010 (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, three series of debt
securities of the Company are hereby established, with the following terms and
provisions:


 


1.             The titles of such
series of Securities shall be the “Floating Rate Global Notes due September 13,
2012” (the “Floating Rate Global Notes”),
the “1.250% Global Notes due September13, 2013” (the “2013
Global Notes”), and the “2.125% Global Notes due September 13,
2015” (the “2015 Global Notes”, together
with the 2013 Global Notes, the “Fixed Rate Global Notes,”
and the Fixed Rate Global Notes and the Floating Rate Global Notes,
collectively, the “Global Notes”) (copies of
which are attached hereto as Exhibits B-1, B-2 and B-3,
respectively).


 


2.             The aggregate
principal amount of the Global Notes that may be authenticated and delivered
under the Indenture shall be $800,000,000 aggregate principal amount of the
Floating Rate Global Notes, $1,100,000,000 aggregate principal amount of the
2013 Global Notes and $1,100,000,000 aggregate principal amount of the 2015
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 prices at which
the Global Notes shall be issued to the public are: 100% for the Floating Rate
Global Notes, 99.921% for the 2013 Global Notes and 99.887% for the 2015 Global
Notes.


 


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 Floating Rate Global Notes is September 13, 2012 (if such date is
not a Business Day, payment of principal, premium, if any, and interest for the
Securities will be paid on the next Business Day; provided, however, that no
interest on that payment will accrue from and after September 13, 2012).  The Stated Maturity of the 2013 Global Notes
on which the 


 

















 


principal
thereof is due and payable is September 13, 2013 (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 September 13,
2013).  The Stated Maturity of the 2015
Global Notes on which the principal thereof is due and payable is September 13,
2015 (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 September 13,
2015).


 


6.             The Floating Rate
Global Notes will bear interest for each interest period at a rate determined
by the calculation agent.  The
calculation agent is The Bank of New York Mellon Trust Company, N.A. until such
time as the Company appoints a successor calculation agent.  The interest rate on the Floating Rate Global
Notes for a particular interest period will be a per annum rate equal to
three-month USD LIBOR as determined on the interest determination date plus
0.125%.  The interest determination date
for an interest period will be the second London business day preceding the
first day of such interest period. 
Promptly upon determination, the calculation agent will inform the
Trustee and the Company of the interest rate for the next interest period.  Absent manifest error, the determination of
the interest rate by the calculation agent shall be binding and conclusive on
the holders of the Floating Rate Global Notes, the Trustee and the
Company.  A London business day is a day
on which dealings in deposits in U.S. dollars are transacted in the London
interbank market.


 


Interest
on the Floating Rate Global Notes will be paid to but excluding the relevant
Interest Payment Date.  Interest payments
on the Floating Rate Global Notes will be made quarterly in arrears on September 13,
December 13, March 13 and June 13 of each year, beginning on December 13,
2010, to the person in whose name the Floating Rate Global Notes are registered
at the close of business on the Business Day immediately preceding the Interest
Payment Date.  Interest on the Floating
Rate Global Notes will accrue from and including September 13, 2010, 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 date of
Maturity, as the case may be.  Each of
these periods is referred to as an “interest period.”  The amount of accrued interest that the
Company will pay for any interest period shall be calculated by multiplying the
face amount of the Floating Rate Global Notes then outstanding by an accrued
interest factor.  This accrued interest
factor is computed by adding the interest factor calculated for each day from September 13,
2010, or from the latest date interest was paid to the date for which accrued
interest is being calculated.  The
interest factor for each day is computed by dividing the interest rate
applicable to that date by 360.  If an
Interest Payment Date for the Floating Rate Global Notes falls on a day that is
not a Business Day, the Interest Payment Date shall be postponed to the next
succeeding Business Day unless such next succeeding Business Day would be in
the following month, in which case, the Interest Payment Date shall be the
immediately preceding Business Day.


 


On
any interest determination date, LIBOR will be equal to the offered rate for
deposits in U.S. dollars having an index maturity of three months, in amounts
of at least $1,000,000, as such rate appears on “Reuters Page LIBOR01” at
approximately 11:00 a.m., London time, on such interest determination
date.  If on an interest determination
date, such rate does not appear on the 


 


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“Reuters
Page LIBOR 01” as of 11:00 a.m., London time, or if the “Reuters
Page LIBOR01” is not available on such date, the calculation agent will
obtain such rate from Bloomberg L.P.’s page “BBAM.”


 


If
no offered rate appears on “Reuters Page LIBOR01” or Bloomberg L.P.’s page “BBAM”
on an interest determination date at approximately 11:00 a.m., London
time, then the calculation agent (after consultation with the Company) will
select four major banks in the London interbank market and shall request each
of their principal London offices to provide a quotation of the rate at which
three-month deposits in U.S. dollars in amounts of at least $1,000,000 are
offered by it to prime banks in the London interbank market, on that date and
at that time, that is representative of single transactions at that time.  If at least two quotations are provided,
LIBOR will be the arithmetic average of the quotations provided.  Otherwise, the calculation agent will select
three major banks in New York City and shall request each of them to provide a
quotation of the rate offered by them at approximately 11:00 a.m., New
York City time, on the interest determination date for loans in U.S. dollars to
leading European banks having an index maturity of three months for the
applicable interest period in an amount of at least $1,000,000 that is
representative of single transactions at that time.  If three quotations are provided, LIBOR will
be the arithmetic average of the quotations provided.  Otherwise, the rate of LIBOR for the next
interest period will be set equal to the rate of LIBOR for the then current
interest period.


 


Upon
request from any holder of Floating Rate Global Notes, the calculation agent
will provide the interest rate in effect for the Floating Rate Global Notes for
the current interest period and, if it has been determined, the interest rate
to be in effect for the next interest period.


 


All
percentages resulting from any calculation of the interest rate on the Floating
Rate Global Notes will be rounded to the nearest one hundred-thousandth of a
percentage point with five one millionths of a percentage point rounded upwards
(e.g., 9.876545% (or .09876545) would be rounded to 9.87655% (or .0987655)),
and all dollar amounts used in or resulting from such calculation on the
Floating Rate Global Notes will be rounded to the nearest cent (with one-half
cent being rounded upward).  Each
calculation of the interest rate on the Floating Rate Global Notes by the
calculation agent will (in the absence of manifest error) be final and binding
on the Holders and the Company.


 


The
interest rate on the Floating Rate Global Notes will in no event be higher than
the maximum rate permitted by New York law as the same may be modified by
Unites States law of general application.


 


7.             The 2013 Global
Notes will bear interest at the rate of 1.250% per year. Interest on the 2013
Global Notes will be paid semi-annually in arrears on September 13 and March 13
of each year, beginning on March 13, 2011, to the holders of record of the
2013 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 2013 Global Notes will accrue from and including September 13,
2010, 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 


 


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2013
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 2013 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.


 


8.             The 2015 Global
Notes will bear interest at the rate of 2.125% per year. We will make interest
payments on the 2015 Global Notes semi-annually in arrears on September 13
and March 13 of each year, beginning on March 13, 2011, to the holders
of record of the 2015 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 2015 Global Notes will accrue from and including September 13,
2010, 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 2015 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 2015 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.


 


9.             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).


 


10.           The Fixed Rate
Global Notes are subject to redemption at the option of the Company.


 


11.            The Company will
have the right to redeem the Fixed Rate 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 


 


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holders
of the Fixed Rate Global Notes 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 7.5 basis
points in the case of the 2013 Global Notes and 10 basis points in the case of
the 2015 Global Notes, 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
Fixed Rate 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 the
redemption date, interest will cease to accrue on the Fixed Rate Global Notes
(or such portion thereof) called for redemption and such Fixed Rate 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 Fixed Rate Global Notes in one series are to be redeemed,
the Trustee will select the Fixed Rate Global Notes in that series for
redemption on a pro rata basis, by lot or by such other method as the Trustee
deems appropriate and fair.  No Fixed
Rate Global Notes of $2,000 or less will be redeemed in part.


 


12.           The Global Notes are
not subject to any sinking fund or analogous provisions.  The Floating Rate Global Notes will not be
redeemable at the option of the Holder thereof prior to Maturity.


 


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


 


14.           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.


 


15.           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.


 


16.           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.


 


17.           One hundred percent
(100%) of the principal amount of all or any series of the Global Notes will be
payable upon declaration of acceleration of the Maturity of such series of the
Global Notes pursuant to Section 502 of the Indenture.


 


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18.           The aggregate
principal amount payable at Stated Maturity of the Floating Rate Global Notes
is $800,000,000, of the 2013 Global Notes is $1,100,000,000 and of the 2015
Global Notes is $1,100,000,000.


 


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


 


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


 


21.           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.


 


22.           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.


 


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


 


24.           The Global Notes are
unsecured.


 


25.           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 Exhibits B-1, B-2 and B-3 are the forms 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/
  Paul T. Porrini

  
	
   

  	
   

  	
  Paul
  T. Porrini

  
	
   

  	
   

  	
  Vice
  President, Deputy General Counsel and Assistant Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John N. McMullen

  
	
   

  	
   

  	
  John
  N. McMullen

  
	
   

  	
   

  	
  Senior
  Vice President and Treasurer

  



 


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


 

















 


EXHIBIT A


 


Consent of the Debt Subcommittee of the


Board of Directors on September 8, 2010


 

















 


EXHIBIT B-1


 


Form of Floating Rate Global Note due September 13, 2012


 

















 


Exhibit B-2


 


Form of 1.250% Global Note due September 13, 2013


 

















 


Exhibit B-3


 


Form of 2.125% Global Note due September 13, 2015