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


3.625% Global Note due March 15, 2008


 


 


	
  No. ___

  	
   

  	
   

  	
  $______________

  
	
  CUSIP
  No. _________

  	
   

  	
   

  	
   

  



 


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 Five Hundred Million Dollars
($500,000,000) on March 15, 2008, and to pay interest thereon from March 13,
2003, or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, semi-annually on March 15 and September 15 in each
year, commencing September 15, 2003, at the rate of 3.625% 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 of 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 J.P. Morgan
Trust Company, National Association, 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:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Lawrence Tomlinson

  
	
   

  	
   

  	
   

  	
   

  	
  Senior Vice President
  and Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Ann O. Baskins

  	
   

  	
   

  	
   

  
	
   

  	
  Senior Vice President,
  General Counsel and 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:


 


J.P. MORGAN TRUST
COMPANY,


  NATIONAL ASSOCIATION, 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 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 limited in aggregate principal amount to
$500,000,000.


The Company will have the right to redeem the
Securities, in whole or in part at any time, 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 and published in accordance with the rules of the
Luxembourg Stock Exchange.  The Redemption
Price will be equal to the greater of (1) 100% of the principal amount of
the Securities to be redeemed or (2) the sum, as determined by the
Quotation Agent (as defined below), 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 (the “Remaining
Life”) discounted from the scheduled payment dates to the Redemption Date on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Rate (as defined below) plus 20 basis points, plus accrued and
unpaid interest on the principal amount being redeemed to 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 $1,000 or less will be redeemed in part.


 


For the purposes above:


“Comparable Treasury
Issue” means the United States Treasury security selected by the Quotation
Agent as having a maturity comparable to the Remaining Life that would be
utilized, at 

















 


the time of
selection, and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity with the Remaining
Life.


“Comparable Treasury
Price” means, with respect to any Redemption Date, the average of the three
Reference Treasury Dealer Quotations for such Redemption Date.


“Quotation Agent” means
the Reference Treasury Dealers.


“Reference Treasury
Dealer” means each of BNP Paribas Securities Corp., HSBC Securities (USA) Inc.
and Salomon Smith Barney Inc., and their respective successors; provided,
however, that if any of the foregoing shall cease to be a primary U.S.
Government securities dealer in The City of New York (a “Primary Treasury
Dealer”), the Company shall substitute therefor another Primary Treasury
Dealer.


“Reference Treasury
Dealer Quotations” means, with respect to each Reference Treasury Dealer and
any Redemption Date, the average, as determined by the Trustee, of the bid and
asked prices for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the Trustee by each
Reference Treasury Dealer at 5:00 p.m., New York City time, on the third
Business Day preceding the Redemption Date.


“Treasury Rate” means,
with respect to any Redemption Date, the rate per year equal to the semiannual
equivalent yield to maturity of the Comparable Treasury Issue, assuming a price
for the Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for the Redemption Date.


Subject to certain exceptions and limitations set
forth below, the Company will pay to the Holder of any Security that is a
United States Alien (as defined below), as additional interest, such additional
amounts (“Additional Amounts”) as may be necessary in order that every net
payment on such Security (including payment of the principal of and interest on
such Security) by the Company or the Company’s specified Paying Agent, after
deduction or withholding for or on account of any present or future tax,
assessment or other governmental charge imposed upon or as a result of such
payment by the United States (or any political subdivision or taxing authority
thereof or therein), will not be less than the amount provided in such Security
to be then due and payable. However, the Company’s obligation to pay Additional
Amounts will not apply to:


(1)           any tax, assessment or other
governmental charge that would not have been so imposed but for:


•                  the existence of any present or former
connection between such Holder or beneficial owner of such Security (or between
a fiduciary, settlor or beneficiary of, or a person holding a power over, such
Holder, if such Holder is an estate or a trust, or a member or shareholder of
such Holder, if such Holder is a partnership or corporation) and the United
States or any political subdivision or taxing authority thereof or therein,
including, without limitation, such Holder (or such fiduciary, settlor,
beneficiary, person holding a power, member or shareholder) being or having
been a citizen or resident of the United 

















 




States or treated as a resident thereof or being or having been engaged in a
trade or business or present therein or having or having had a permanent
establishment therein; or


•                    such Holder’s or beneficial owner’s past or present
status as a personal holding company, passive foreign investment company,
foreign personal holding company, foreign private foundation or other foreign
tax-exempt organization with respect to the United States, controlled foreign
corporation for United States tax purposes or corporation that accumulates
earnings to avoid United States federal income tax;


(2)           any estate, inheritance, gift,
excise, sales, transfer, wealth or personal property tax or any similar tax,
assessment or other governmental charge;


(3)           any tax, assessment or other
governmental charge that would not have been imposed but for the presentation
by the Holder of a Security for payment more than 30 days after the date on which
such payment became due and payable or the date on which payment thereof was
duly provided for, whichever occurred later;


(4)           any tax, assessment or other
governmental charge that is payable otherwise than by withholding from a
payment on a Security;


(5)           any tax, assessment or other
governmental charge required to be withheld by any Paying Agent from a payment
on a Security, if such payment can be made without such withholding by any
other Paying Agent;


(6)           any tax, assessment or other
governmental charge that would not have been imposed but for a failure to
comply with applicable certification, information, documentation,
identification or other reporting requirements concerning the nationality,
residence, identity or connection with the United States of the Holder or
beneficial owner of a Security if such compliance is required by statute or
regulation of the United States or an applicable tax treaty to which the United
States is a party as precondition to relief or exemption from such tax,
assessment or other governmental charge;


(7)           any tax, assessment or other
governmental charge imposed on a Holder that actually or constructively owns
10% or more of the combined voting power of all classes of stock of the
Company;


(8)           any tax, assessment or governmental
charge that would not have been imposed or withheld but for an election by the
Holder the effect of which is to make the payment of the principal of, or
interest (or any other amount) on, a Security by the Company or a Paying Agent
subject to United States federal income tax; or


(9)           any combination of items (1),
(2), (3), (4), (5), (6), (7) and (8).


 


In addition, the Company shall not be required to pay
Additional Amounts on any Security to a Holder that is a fiduciary or
partnership or other than the sole beneficial owner of such payment to the
extent a beneficiary or settlor with respect to such fiduciary or a member of
such partnership or a 


 

















 


beneficial owner would not have been entitled to Additional Amounts (or
payment of Additional Amounts would not have been necessary) had such
beneficiary, settlor, member or beneficial owner been the Holder of such
Security.


 


For the purposes above:


 


“United States Alien” means any Person who, for United
States federal income tax purposes, is a foreign corporation, a non-resident
alien individual, a non-resident alien fiduciary of a foreign estate or trust,
or a foreign partnership, one or more of the members of which is, for United
States federal income tax purposes, a foreign corporation, a non-resident alien
individual or a non-resident alien fiduciary, of a foreign estate or trust.


“United States” or “U.S.”
means the United States of America (including the States and the District of
Columbia) and its territories, its possessions and other areas subject to its
jurisdiction.


At its option, the Company may redeem, as a whole, but
not in part, the Securities on not fewer than 30 nor more than 60 days’ prior
notice to the Holder of record at a Redemption Price equal to 100% of the
principal amount of the Securities being redeemed, together with interest
accrued to the Redemption Date, if either of the following occurs:


(1)                                  as a result of any change in, or
amendment to, the laws (or any regulations or rulings promulgated thereunder)
of the United States (or any political subdivision or taxing authority thereof
or therein), or any change in the official application (including a ruling by a
court of competent jurisdiction in the United States) or interpretation of such
laws, regulations or rulings, which change or amendment is announced or becomes
effective on or after the consummation of this offering, the Company becomes or
will become obligated to pay Additional Amounts;” or


(2)                                  any act is taken by a taxing authority of
the United States on or after the consummation of the offering of the
Securities, whether or not such act is taken with respect to the Company or any
Affiliate, which results in a substantial likelihood that the Company will or
may be required to pay any Additional Amounts.


 


However, in order
to redeem the Securities pursuant to this provision the Company will be
required to determine, in the Company’s business judgment, that the obligation
to pay such Additional Amounts cannot be avoided by the use of commercially
reasonable measures available to the Company, not including substitution of the
obligor under the Securities or any action that would entail a material cost to
the Company. The Company may not redeem unless it shall have received an
opinion of counsel to the effect that because of an act taken by a taxing
authority of the United States (as discussed above) such an act results in a
substantial likelihood that the Company will or may be required to pay
Additional Amounts described above and the Company shall have delivered to the
Trustee a certificate, signed by a duly authorized officer, stating that based
on such opinion the Company is entitled to redeem the Securities pursuant to
their terms.


 

















 


 


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 of 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 $1,000 and any integral multiple 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