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
Floating Rate Global Notes due February 24,
2011
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No. R-FL11-01
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$275,000,000.00
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CUSIP No. 428236 AW 3
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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 Two Hundred Seventy-Five
Million Dollars ($275,000,000.00) or such other amount indicated on
the Schedule of Exchange of Global Notes attached hereto on
February 24, 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
February 24, 2011), and to pay interest thereon from
February 26, 2009 or from the most recent Interest Payment
Date to which interest has been paid or duly provided for,
quarterly on February 24, May 24, August 24 and
November 24 of each year (each an “Interest Payment
Date”), commencing May 24, 2009 as described on the
reverse of this Security, 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 Business Day preceding the
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.
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.
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HEWLETT-PACKARD COMPANY
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By:
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Scott D. Bilter
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Vice President, Corporate Treasury
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Attest:
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Bruce Ives
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Vice President, Deputy General
Counsel
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and Assistant Secretary
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Trustee’s Certificate of
Authentication.
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This is one of the Securities of the series
designated
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herein referred to in the within-mentioned
Indenture.
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Dated:
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THE BANK OF NEW YORK MELLON
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TRUST COMPANY, N.A., as Trustee
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By:
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Authorized Signatory
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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 th