Exhibit 4.4


 


HEWLETT-PACKARD
COMPANY


 


OFFICERS’
CERTIFICATE PURSUANT TO


SECTION 301
OF THE INDENTURE


 


May 27,
2009


 


We, Bruce Ives and
Scott D. Bilter, do hereby certify that we are the duly appointed Vice
President, Deputy General Counsel and Assistant 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
May 21, 2009 (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 May 27, 2011” (the “Floating Rate Global Notes”), the “2.25%
Global Notes due May 27, 2011” (the “2011 Global Notes”),
and the “2.95% Global Notes due August 15, 2012” (the “2012 Global Notes”, together with
the 2011 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 $750,000,000 aggregate principal amount of the Floating Rate Global Notes,
$1,000,000,000 aggregate principal amount of the 2011 Global Notes and
$250,000,000 aggregate principal amount of the 2012 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: 100.0% for the Floating Rate Global Notes,
99.967% for the 2011 Global Notes and 99.984% for the 2012 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 May 27, 2011 (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 May 27, 2011). 
The Stated Maturity of the 2011 Global Notes on which the principal thereof
is due and payable is May 27, 2011 (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 May 27, 2011).  The Stated Maturity of the 2012 Global Notes
on which the principal thereof is due and payable is August 15, 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 August 15,
2012).


 

















 


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 1.05%. 
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 February 27,
May 27, August 27 and November 27 of each year, beginning on August 27,
2009, 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 May 27, 2009, 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 May 27,
2009, 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 “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.”


 


2

















 


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 2011 Global Notes will bear interest
at the rate of 2.25% per year. Interest on the 2011 Global Notes will be paid
semi-annually in arrears on May 27 and November 27 of each year,
beginning on November 27, 2009, to the holders of record of the 2011
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 2011 Global Notes will accrue from and including May 27, 2009, 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 2011 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 2011 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.


 


3

















 


8.                                       The 2012 Global Notes will bear interest
at the rate of 2.95% per year. We will make interest payments on the 2012
Global Notes semi-annually in arrears on February 15 and August 15 of
each year, beginning on August 15, 2009, to the holders of record of the
2012 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 2012 Global Notes will accrue from and including May 27,
2009, 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 2012 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 2012 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 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 25 basis
points in the case of the 2011 Global Notes and 30 basis points in the case of
the 2012 Global Notes, plus accrued and unpaid interest on the principal amount
being redeemed to, but excluding, the Redemption Date.


 


4

















 


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.


 


18.                                 The aggregate principal amount payable at
Stated Maturity of the Floating Rate Global Notes is $750,000,000, of the 2011
Global Notes is $1,000,000,000 and of the 2012 Global Notes is $250,000,000.


 


5

















 


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.


 


[Remainder of this page intentionally
left blank]


 


6

















 


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


 


	
   

  	
  HEWLETT-PACKARD COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Ives

  
	
   

  	
   

  	
  Bruce Ives

  
	
   

  	
   

  	
  Vice President, Deputy General Counsel and Assistant
  Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Scott D. Bilter

  
	
   

  	
   

  	
  Scott D. Bilter

  
	
   

  	
   

  	
  Vice President, Corporate Treasury