Exhibit 4.3


 


HEWLETT-PACKARD COMPANY


 


OFFICERS’ CERTIFICATE PURSUANT TO


SECTION 301 OF THE INDENTURE


 


December 2, 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
November 29, 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 “2.200% Global Notes due December 1,
2015” (the “2015 Global Notes”), and the “3.750%
Global Notes due December 1, 2020” (the “2020
Global Notes”, together with the 2015 Global Notes, the “Global Notes”) (copies of which are
attached hereto as Exhibits B-1 and B-2, respectively).


 


2.             The aggregate
principal amount of the Global Notes that may be authenticated and delivered
under the Indenture shall be $650,000,000 aggregate principal amount of the
2015 Global Notes and $1,350,000,000 aggregate principal amount of the 2020
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: 99.911% for the 2015 Global
Notes and 99.827% for the 2020 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 2015 Global Notes on which the principal thereof is due and payable is December 1,
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 December 1,
2015).  The Stated Maturity of the 2020
Global Notes on which the principal thereof is due and payable is December 1,
2020 (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 December 1,
2020).


 

















 


6.             The 2015 Global
Notes will bear interest at the rate of 2.200% per year. Interest on the 2015
Global Notes will be paid semi-annually in arrears on June 1 and December 1
of each year, beginning on June 1, 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 December 2,
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.


 


7.             The 2020 Global
Notes will bear interest at the rate of 3.750% per year. We will make interest
payments on the 2020 Global Notes semi-annually in arrears on June 1 and December 1
of each year, beginning on June 1, 2011, to the holders of record of the
2020 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 2020 Global Notes will accrue from and including December 2,
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 2020 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 2020 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 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


 


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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).


 


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


 


10.           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 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 12 basis points in the
case of the 2015 Global Notes and 15 basis points in the case of the 2020
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
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 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 in one series are to be redeemed, the
Trustee will select the 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 Global Notes of $2,000 or less
will be redeemed in part.


 


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


 


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


 


13.           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.


 


14.           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.


 


15.           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.


 


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16.           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.


 


17.           The aggregate
principal amount payable at Stated Maturity of the 2015 Global Notes is
$650,000,000 and of the 2020 Global Notes is $1,350,000,000.


 


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


 


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


 


20.           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.


 


21.           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.


 


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


 


23.           The Global Notes are
unsecured.


 


24.           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 and B-2 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.


 


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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 November 29, 2010


 

















 


EXHIBIT B-1


 


Form of 2.200% Global Note due December 1, 2015


 

















 


Exhibit B-2


 


Form of 3.750% Global Note due December 1, 2020