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


2.200%
Global Notes due December 1, 2015


 


	
  No. R-FX15-[    ]

  	
  $                       

  



CUSIP No. 428236 BE2


 


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 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, and to pay interest
thereon from December 2, 2010, or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, semi-annually on June 1
and December 1 in each year, commencing June 1, 2011, at the rate of
2.200% 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:

  	
   

  
	
   

  	
   

  	
  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
$650,000,000.


 


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 12 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 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