HEWLETT-PACKARD COMPANY

$1,500,000,000

MEDIUM-TERM NOTES, SERIES B, DUE NINE MONTHS OR MORE FROM THE DATE OF ISSUE

AGENCY AGREEMENT

DECEMBER 6, 2002

Ladies and Gentlemen:

        1.    Introduction.    Hewlett-Packard Company, a Delaware corporation (the "Issuer"), confirms its agreement with each of you (individually an "Agent" and collectively the "Agents") with respect to the issue and sale from time to time by the Issuer on or after the date hereof of up to $1,500,000,000 in aggregate initial offering price of its Medium-Term Notes, Series B, Due Nine Months or More from the Date of Issue (or for Medium-Term Notes, Series B, Due Nine Months or More from the Date of Issue, denominated in currencies or currency units other than U.S. dollars, the equivalent thereof based on the prevailing exchange rates at the respective times such Medium-Term Notes, Series B Due Nine Months or More from the Date of Issue are first offered) (the "Notes") as set forth herein.

        On the basis of the representations and warranties contained herein but subject to the terms and conditions stated herein and to the reservation by the Issuer of the right to sell Notes directly to investors (other than broker-dealers who have not executed this Agreement or otherwise agreed to the terms contained herein) on its own behalf, the Issuer hereby (i) appoints each of the Agents as an agent of the Issuer for the purpose of soliciting offers to purchase the Notes from the Issuer and

1

(ii) agrees that, except as otherwise contemplated herein, whenever it determines to sell Notes directly to any of the Agents as principal for resale to others, it will enter into a separate agreement, which may be a written agreement, substantially in the form of Exhibit A hereto or an oral agreement confirmed in writing by such Agent (each a "Terms Agreement") relating to such sale in accordance with Section 3(f) hereof.

        The terms and rights of the Notes shall be as specified in or established pursuant to the Senior Debt Securities Indenture, dated as of June 1, 2000, as supplemented to the date hereof (the "Senior Indenture"), between the Issuer and J.P. Morgan Trust Company, National Association, as successor to Chase Manhattan Bank, National Association, as trustee (the "Trustee"). The Notes shall have the maturity ranges, annual interest rates, redemption provisions, if any and other terms set forth in the Prospectus referred to below as it may be amended or supplemented from time to time by the Issuer in accordance with the Senior Indenture and the Procedures (as defined below) or as otherwise agreed upon and, if applicable, will be specified in a related Terms Agreement.

        2.    Representations and Warranties of the Issuer.    The Issuer represents and warrants to, and agrees with, the Agents that as of the Closing Date, each Representation Date, each Time of Delivery and each date on which the Issuer accepts an offer to purchase Notes from an Agent as follows:

        (a)  The registration statement of the Issuer (No. 333-83346) relating to securities of the Issuer (collectively the "Registered Securities"), including the Notes, has been filed with the Securities and Exchange Commission (the "SEC") and has become effective and no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose has been instituted or, to the knowledge of the Issuer, threatened (such registration statement, as amended as of the Closing Date (as defined in Section 3(e) hereof), including all material incorporated by reference therein, being hereinafter collectively referred to as the "Registration Statement" and the related prospectus included in such Registration Statement, as supplemented as of the Closing Date, including all material incorporated by reference therein, being hereinafter referred to as the "Prospectus"). Any reference in this Agreement to amending or supplementing the Prospectus shall be deemed to include the filing of materials incorporated by reference in the Prospectus after the Closing Date and any reference in this Agreement to any amendment or supplement to the Prospectus shall be deemed to include any such materials incorporated by reference in the Prospectus after the Closing Date.

        (b)  (i) On the effective date of the Registration Statement (the "Effective Date"), such Registration Statement complied, and on the Closing Date the Prospectus as then amended or supplemented will comply in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Act") and the rules thereunder; (ii) on the Effective Date and on the Closing Date the Senior Indenture did or will comply in all material respects with the requirements of the Trust Indenture Act of 1939 (the "Trust Indenture Act") and the rules thereunder; (iii) on the Effective Date the Registration Statement did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (iv) on the Effective Date, the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus did not or will not include any untrue statement of a material fact or omit to state any material fact necessary, in order to make the statements, in the light of the circumstances under which they were made, not misleading; except that the foregoing clauses (iii) and (iv) do not apply to statements in or omissions from any of such documents based upon written information furnished to the Issuer by any Agent specifically for use therein or that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee.


 

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