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$1,500,000,000
Hewlett-Packard Company
Medium-Term Notes, Series A, Due Nine Months or More from the Date of Issue
AGENCY AGREEMENT
May 16, 2001
{TABLE}
{S} {C} {C}
J.P. Morgan Securities Inc. ABN AMRO Incorporated Banc of America Securities LLC
270 Park Avenue 1325 Avenue of the Americas, Bank of America Corporate Center
New York, NY 10017 10th Floor NCI-007-07-01
New York, NY 10019 100 North Tryon Street
Bear, Stearns & Co. Inc. Charlotte, NC 28255
245 Park Avenue Credit Suisse First Boston
New York, NY 10167 Corporation
Eleven Madison Avenue Deutsche Banc Alex. Brown Inc.
Goldman, Sachs & Co. New York, NY 10010 31 West 52nd Street
85 Broad Street New York, NY 10019
New York, NY 10004 HSBC Securities (USA) Inc.
452 Fifth Avenue Merrill Lynch, Pierce, Fenner &
Morgan Stanley & Co. New York, NY 10018 Smith Incorporated
Incorporated 4 World Financial Center
1585 Broadway Salomon Smith Barney Inc. New York, NY 10080
New York, NY 10036 390 Greenwich Street
New York, NY 10013 The Williams Capital Group, L.P.
650 Fifth Avenue
New York, NY 10019
{/TABLE}
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 A, Due Nine Months or
More from the Date of Issue (or for Medium-Term Notes, Series A, 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 A 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 (ii) agrees that, except as otherwise
1
{PAGE}
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 Chase Manhattan Bank and Trust Company, 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
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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. 333-30786) relating
to securities of the Issuer (collectively the "Registered Securities"),
including the Notes, has been filed with the Securities and Exchange
Commission (the "Commission") 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 (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
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