Exhibit 4.2


HEWLETT-PACKARD COMPANY


OFFICERS’ CERTIFICATE PURSUANT TO


SECTION
301 OF THE INDENTURE


March 13,
2003


We, Ann O. Baskins and Charles N. Charnas do hereby certify that we are
the duly appointed Senior Vice President, General Counsel and Secretary and Vice President, Deputy General
Counsel and Assistant
Secretary, respectively, of Hewlett-Packard Company, a Delaware corporation
(the “Company”).  We further certify, pursuant to the resolutions of the Executive Committee of the Board of Directors
of the Company adopted on February 25, 2002 and the resolutions of the Debt
Subcommittee of the Board of Directors of the Company adopted on March 6, 2003 (copies of which are attached hereto as Exhibits  A-1 and A-2), that pursuant to Section  301 of the Senior Indenture, dated as of June  1, 2000 (the “Indenture”) between
the Company and J.P.  Morgan Trust Company, National Association (as successor to Chase Manhattan Bank and Trust Company,
National Association), as Trustee, a series of debt securities of the Company is hereby established, with the following terms and
provisions:


1.             The
title of such series of Securities
shall be  the “3.625% Global Notes due March 15, 2008” (the “Global Notes”).


2.             The
aggregate principal amount of the Global Notes that may be authenticated and
delivered under the Indenture shall be $500,000,000 (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
price at which the Global Notes shall be issued to the public is 99.692%.


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 Global Notes on which the principal thereof is due and
payable is March 15, 2008.


6.             The
Global Notes shall bear interest at 3.625% per annum, from March 13, 2003, or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, payable
semiannually on March 15 and September  15 of each year (each, an “Interest Payment Date”), commencing on September 15, 2003, to the Person in whose name such
Global Notes (or one or more Predecessor Securities) are 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, immediately preceding such
Interest Payment Date.  Interest on the Global Notes shall be calculated on the
basis of a 360-day year of twelve 30-day months.

















 


7.             The
rate or rates of interest, if any, payable on overdue installments of principal
of, or any premium or interest on, the Global Notes shall be 3.625% per annum.


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 J.P.
Morgan Trust Company, National Association, 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 J.P. Morgan Trust Company,
National Association, the Trustee).


9.             The Global Notes are subject to redemption at the option of the Company
(an “Optional Redemption”)
and redeemable at the option of the Company in the event of tax events (a “Redemption For Tax Purposes”).


(a)           Optional Redemption.  The Company will have the right to redeem
the Global Notes, in whole or in part at any time, on at least 30 days but no
more than 60 days prior written notice (a) mailed to the registered holders of
the Global Notes to be redeemed and (b) 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 Global Notes 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
Global Notes 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.


 


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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 such 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 are to be
redeemed, the Trustee will select the Global Notes 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 $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.


 


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(b)           Redemption for Tax Purposes.  The Company may, at its option, redeem, as a
whole, but not in part, the Global Notes 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 Global Notes 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 as described below under
Section 25(a) “Payment of Additional Amounts;” or


(2)           any act is taken by a taxing
authority of the United States on or after the consummation of this offering,
whether or not such act is taken with respect to the Company or any affiliate,
that results in a substantial likelihood that the Company will or may be required
to pay such additional amounts  as described below under Section 25(a) “Payment of
Additional Amounts;”.


However, in order to redeem the Global Notes 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 Global Notes 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 Global Notes
pursuant to their terms.


10.           The Global Notes are not subject to any sinking fund or analogous
provisions.  The Global Notes will not be redeemable at the option of the Holder
thereof prior to Maturity.


11.           The
Global Notes shall be issuable only in denominations of $1,000 and any integral
multiple thereof.


12.           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.


 


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13.           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.


14.           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.


15.           One
hundred percent (100%) of the principal amount of the Global Notes will be payable upon
declaration of acceleration of the Maturity of the Global Notes pursuant to Section  502 of the Indenture.


16.           The
aggregate principal amount payable at Stated Maturity of the Global Notes is $500,000,000.


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


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


19.           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.


20.           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.


21.           The Trustee will also act as the Security Registrar and
the Paying Agent, and for so long as the Global Notes are listed on the Luxembourg Stock Exchange, J.P. Morgan
Bank Luxembourg S.A., 5 Rue Plaetis, Luxembourg, L 2338, will act as
Paying Agent in Luxembourg with respect to the Global Notes.


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.


25.           The
following are additional provisions with respect to the Global Notes:


 


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(a)           Payment of Additional Amounts.  The Company will, subject to certain
exceptions and limitations set forth below, pay to the holder of the Global Notes that is a United States Alien (as defined below), as
additional interest, such additional amounts as may be necessary in order that
every net payment on such Global Note (including payment of the principal of
and interest on such Global Note) 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 Global Note 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 Global Note (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 Global Note 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;


 


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


(5)           any tax, assessment or other governmental
charge required to be withheld by any Paying Agent from a payment on a Global Note, 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 Global Note 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 Global Note 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 Global Note 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 Global Note.


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.


 


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“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.


(b)           Luxembourg Stock Exchange.  So long as the Global Notes are listed on the Luxembourg Stock Exchange, the
following provisions will be applicable to the Global Notes:


(1)           notices with respect to such Global
Notes shall be published in a daily newspaper of general circulation in
Luxembourg, which is expected to be the Luxembourg Wort, to the extent such
publication is required by the Luxemburg Stock Exchange; and


(2)           the Company will maintain a Paying
Agent in Luxembourg as specified in Section  21 above, and any change in the Paying Agent and
transfer agent will be published in Luxembourg as specified in (1)  above to the extent such publication is
required by the Luxemburg Stock Exchange.


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 Exhibit B is the form 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.


 


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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/ ANN O. BASKINS

  
	
   

  	
   

  	
  Ann O. Baskins

  Senior Vice President, General Counsel and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ CHARLES N. CHARNAS

  
	
   

  	
   

  	
  Charles N. Charnas

  Vice President, Deputy General Counsel and Assistant Secretary

  



 


 


[Signature page to
Section 301 Officers’ Certificate]