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


Floating
Rate Global Notes due September 13, 2012


 




	
  No. R-FL2012-[     ]

  	
   

  	
  $                    

  
	
  CUSIP No. 428236 BA0

  	
   

  	
   

  






 


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 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), and to pay
interest thereon from September 13, 2010 or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, quarterly on
September 13, December 13, March 13 and June 13 of each
year (each an “Interest Payment Date”), commencing December 13, 2010 as
described on the reverse of this Security, 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 Business Day preceding the 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.


 


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:

  	
   

  
	
   

  	
   

  	
  John N. McMullen

  
	
   

  	
   

  	
  Senior Vice President and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
  Paul T. Porrini

  	
   

  	
   

  
	
   

  	
  Vice President, Deputy General Counsel

  	
   

  	
   

  
	
   

  	
  and Assistant Secretary

  	
   

  	
   

  



 


 


Trustee’s Certificate of Authentication.


 


This is one of the Securities of the series designated


herein referred to in the within-mentioned Indenture.


 


Dated:


 


THE BANK OF NEW YORK MELLON

TRUST COMPANY, N.A., as Trustee


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  



 

















 


Reverse of Security


 


This Security is one of a duly authorized issue of
securities of the Company (herein called the “Securities”), issued and to be
issued in one or more series under an Indenture, dated as of June 1, 2000
(herein called the “Indenture,” which term shall have the meaning assigned to
it in such instrument), between the Company and The Bank of New York Mellon
Trust Company, N.A. (as successor to The Bank of New York Trust Company, N.A.,
as successor to J.P. Morgan Trust Company, National Association, as successor
to Chase Manhattan Bank and Trust Company, National Association), as trustee
(herein called the “Trustee,” which term includes any successor Trustee under
the Indenture), and reference is hereby made to the Indenture and all
indentures supplemental thereto for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered.  This Security is one of the series designated
on the face hereof initially limited in aggregate principal amount to
$800,000,000.


 


This Security will bear interest for each interest
period at a rate determined by the calculation agent, which shall initially be
The Bank of New York Mellon Trust Company, N.A. until such time as the Company
appoints a successor calculation agent (herein called the “Calculation Agent,”
which term includes any successor Calculation Agent under the Indenture).  The interest rate on the Securities for a
particular Interest Period (as defined below) will be a per annum rate equal to
three-month USD LIBOR (as defined below) as determined on the Interest
Determination Date plus 0.125% (the “Interest Rate”).  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 this
Security, 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 Securities will be paid to but excluding
the relevant Interest Payment Date. 
Interest payments on the Securities will be made quarterly in arrears on
the Interest Payment Date, beginning on December 13, 2010, to the person
in whose name this Security is registered at the close of business on the
Business Day immediately preceding the Interest Payment Date.  Interest on this Security 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 the Calculation
Agent by multiplying the face amount of the Securities 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
Securities 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 “Reuters Page LIBOR01”
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 Securities, the
Calculation Agent will provide the Interest Rate in effect for the Securities
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 Securities 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 Securities will be rounded to the nearest cent (with
one-half cent being rounded upward). 
Each calculation of the Interest Rate on the Securities 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 Securities will in no event be
higher than the maximum permitted rate by New York law as the same may be
modified by Unites States law of general application.


 


The Securities may not be redeemed by the Company
prior to Maturity.


 


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.


 


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