Common use of Arm’s Length Transaction Clause in Contracts

Arm’s Length Transaction. The company acknowledges that each of the Underwriters is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or any agent of, the Company or any other person. Additionally, no Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, HEWLETT-PACKARD COMPANY By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Vice President HSBC SECURITIES (USA) INC. By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President ▇.▇. ▇▇▇▇▇▇ SECURITIES INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Vice President ▇▇▇▇▇▇ BROTHERS INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. Underwriting Agreement: Dated February 25, 2008 Registration Statement No.: 333-134327 Representatives: Banc of America Securities LLC ▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ HSBC Securities (USA) Inc. HSBC Tower 3, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇ Securities Inc. ▇▇▇ ▇▇▇▇ ▇▇▇., ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Brothers Inc. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Debt Capital Markets - Telecom, Media Technology Group Co-Managers: BNP Paribas Securities Corp. Deutsche Bank Securities Inc. Greenwich Capital Markets, Inc. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated SG Americas Securities, LLC Title of Securities: Floating Rate Global Notes due September 3, 2009 Ranking: Senior unsecured obligations ranking equally with all other senior unsecured indebtedness of HP from time to time outstanding Principal Amount: $750,000,000 Interest Rate: Floating rate equal to three-month USD LIBOR plus 0.40% per annum. Purchase Price: 99.90% Offering Price: 100.00%

Arm’s Length Transaction. The company acknowledges that each of the Underwriters is acting solely in the capacity of an arm’s 's length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or any agent of, the Company or any other person. Additionally, no Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, HEWLETT-PACKARD COMPANY By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Vice President, Deputy General Counsel and Assistant Secretary The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. CREDIT SUISSE SECURITIES (USA) LLC By: /s/ M. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: M. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Vice President HSBC SECURITIES (USA) INC. By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President ▇.▇. ▇▇▇▇▇▇ SECURITIES INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Vice President ▇▇▇▇▇▇ BROTHERS INC. By: /s/ Authorized Signatory ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name& CO. INCORPORATED By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Executive Director For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. Underwriting Agreement: Dated February 25, 2008 Registration Statement No.: 333-134327 Representatives: Banc of America Securities LLC ▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ HSBC Securities (USA) Inc. HSBC Tower 3, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇ Securities Inc. ▇▇▇ ▇▇▇▇ ▇▇▇., ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Brothers Inc. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: SCHEDULE I Debt Capital Markets - Telecom, Media Technology Group Co-Managers: BNP Paribas Securities Corp. Deutsche Bank Securities Inc. Greenwich Capital Markets, Inc. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated SG Americas Securities, LLC Title of Securities: Floating Rate Global Notes due September 3, 2009 Ranking: Senior unsecured obligations ranking equally with all other senior unsecured indebtedness of HP from time to time outstanding Principal Amount: $750,000,000 Interest Rate: Floating rate equal to three-month USD LIBOR plus 0.40% per annum. Purchase Price: 99.90% Offering Price: 100.00%

Arm’s Length Transaction. The company acknowledges that each of the Underwriters is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or any agent of, the Company or any other person. Additionally, no Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, HEWLETT-PACKARD COMPANY By: /s/ /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Acting General Counsel, Vice The foregoing Agreement is hereby President and Assistant Secretary confirmed and accepted on the date specified in Schedule I hereto. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Vice President HSBC Director DEUTSCHE BANK SECURITIES (USA) INC. By: /s/ ▇▇▇ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Vice President Managing Director By: /s/ NIGEL ▇.▇. ▇▇▇▇ Name: Nigel ▇.▇. ▇▇▇▇ Title: Managing Director/Debt Syndicate ▇.▇. ▇▇▇▇▇▇ SECURITIES INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Vice President ▇▇▇▇▇▇ BROTHERS INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. Underwriting Agreement: Dated February 2522, 2008 2007 Registration Statement No.: 333-134327 Representatives: Banc of America Citigroup Global Markets Inc. Deutsche Bank Securities LLC ▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ HSBC Securities (USA) Inc. HSBC Tower 3, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇ Securities Inc. ▇▇▇ ▇▇▇▇ ▇▇▇., ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Brothers Inc. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Debt Capital Markets - Telecom, Media Technology Group Co-Managers: BNP Paribas Securities Corp. Deutsche Bank Securities Inc. Greenwich Capital Markets, Inc. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated SG Americas Securities, LLC Title of Securities: Floating Rate Global Notes due September 3March 1, 2009 2012 Ranking: Senior unsecured obligations ranking equally with all other senior unsecured indebtedness of HP from time to time outstanding Principal Amount: $750,000,000 600 million Interest Rate: Floating rate equal to three-month USD LIBOR plus 0.400.11% per annum. Purchase Price: 99.90% $996.50 per $1,000 Note Offering Price: 100.00%$1,000 per $1,000 Note Interest Payment Dates: Quarterly; March 1, June 1, September 1, and December 1 of each year, commencing June 1, 2007 (subject to the modified following business day convention).

Arm’s Length Transaction. The company Company acknowledges and agrees that each of the Underwriters is are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or any an agent of, the Company or any other person. Additionally, no Underwriter is Underwriters are advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among between the Company and the several Underwriters. Very truly yours, HEWLETT-PACKARD COMPANY By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Vice President HSBC SECURITIES (USA) INC. US GOLD CORPORATION By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ ING Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Ing Title: Vice President ▇.▇. ▇▇▇▇▇▇ SECURITIES INCCFO The foregoing Agreement is hereby confirmed and accepted as of the date first above written. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Authorized Signatory GMP SECURITIES L.P. By: /s/ ▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Vice President ▇▇▇▇▇▇ BROTHERS Authorized Signatory SCOTIA CAPITAL INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: Authorized Signatory ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. Underwriting Agreement: Dated February 25, 2008 Registration Statement No.: 333-134327 Representatives: Banc of America Securities LLC ▇ ▇▇▇▇ AND CO. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ HSBC Securities (USA) Inc. HSBC Tower 3, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇ Securities Inc. ▇▇▇ ▇▇▇▇ ▇▇▇., ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Brothers Inc. ▇▇▇ Authorized Signatory ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Debt & Company 6,000,000 GMP Securities L.P. 6,000,000 Scotia Capital Markets - Telecom, Media Technology Group Co-Managers: BNP Paribas Securities Corp. Deutsche Bank Securities Inc. Greenwich Capital Markets, Inc. 1,500,000 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & and Co. Incorporated SG Americas 1,500,000 Total 15,000,000 None. Issue Price US$6.50 Aggregate Number of Shares (including Option Shares) 15,000,000 (17,250,000) Expected Closing Date February 24, 2011 (a) The Company agrees that the Underwriters will be permitted to appoint, at their sole expense, other registered dealers or brokers as their agents to assist in the distribution of the Securities. The Underwriters shall, LLC Title and shall require any such dealer or broker, other than the Underwriters, with which the Underwriters have a contractual relationship in respect of Securities: Floating Rate Global Notes due September 3the distribution of the Securities (a “Selling Firm”), 2009 Ranking: Senior unsecured obligations ranking equally to comply with all other senior unsecured indebtedness the Canadian Securities Laws and the applicable provisions of HP from time the Act in connection with the distribution of the Securities and shall offer the Securities for sale to time outstanding Principal Amount: $750,000,000 Interest Rate: Floating rate equal the public directly and through Selling Firms upon the terms and conditions set out in the Final Prospectus, the Final Canadian MJDS Supplement and this Agreement. The Underwriters shall, and shall require any Selling Firm, to three-month USD LIBOR plus 0.40% per annum. Purchase Price: 99.90% Offering Price: 100.00%offer for sale to the public and sell the Shares only in those jurisdictions where they may be lawfully offered for sale or sold. (b) Notwithstanding the foregoing, an Underwriter will not be liable for any breach under this Exhibit A by another Underwriter if the Underwriter first mentioned is not itself also in breach of this Exhibit A. (c) ▇▇▇▇▇▇▇ shall offer the Securities for sale to the public only in the U.S. (d) For the purposes of this Exhibit A, GMP shall be entitled to assume that the Securities are qualified for distribution in any Canadian Jurisdiction.

Arm’s Length Transaction. The company Company acknowledges and agrees that each of the Underwriters is are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or any an agent of, the Company or any other person. Additionally, no neither Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among between the Company and the several Underwriters. Very truly yours, HEWLETT-PACKARD COMPANY US GOLD CORPORATION By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ PERRY ING Name: Perry Ing Title: Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted on as of the date specified in Schedule I heretofirst above written. By: /s/ K▇▇▇▇ ▇▇▇▇ Authorized Signatory D▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Vice President HSBC SECURITIES (USA) INC. & COMPANY, LLC By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President ▇.▇. ▇▇▇▇▇▇ SECURITIES INC. By: /s/ ▇R▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: Authorized Signatory GMP Securities L.P. 11,000,000 D▇▇▇▇▇▇ ▇▇▇▇ & Company, LLC 11,000,000 Total 22,000,000 None. (a) The Company agrees that the Underwriters will be permitted to appoint, at their sole expense, other registered dealers or brokers as their agents to assist in the distribution of the Securities. The Underwriters shall, and shall require any such dealer or broker, other than the Underwriters, with which the Underwriters have a contractual relationship in respect of the distribution of the Securities (a “Selling Firm”), to comply with the Canadian Securities Laws and the applicable provisions of the Act in connection with the distribution of the Securities and shall offer the Securities for sale to the public directly and through Selling Firms upon the terms and conditions set out in the Final Prospectus, the Final Canadian MJDS Supplement and this Agreement. The Underwriters shall, and shall require any Selling Firm, to offer for sale to the public and sell the Shares only in those jurisdictions where they may be lawfully offered for sale or sold. (b) Notwithstanding the foregoing, an Underwriter will not be liable for any breach under this Exhibit A by another Underwriter if the Underwriter first mentioned is not itself also in breach of this Exhibit A. (c) D▇▇▇▇▇▇ Title: Vice President ▇▇▇▇▇▇ BROTHERS INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director For themselves and shall offer the other several Underwriters, if any, named in Schedule II Securities for sale to the foregoing Agreement. Underwriting Agreement: Dated February 25public only in the U.S. (d) For the purposes of this Exhibit A, 2008 Registration Statement NoGMP shall be entitled to assume that the Securities are qualified for distribution in any Canadian Jurisdiction.: 333-134327 Representatives: Banc of America Securities LLC ▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ HSBC Securities (USA) Inc. HSBC Tower 3, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇ Securities Inc. ▇▇▇ ▇▇▇▇ ▇▇▇., ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Brothers Inc. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Debt Capital Markets - Telecom, Media Technology Group Co-Managers: BNP Paribas Securities Corp. Deutsche Bank Securities Inc. Greenwich Capital Markets, Inc. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated SG Americas Securities, LLC Title of Securities: Floating Rate Global Notes due September 3, 2009 Ranking: Senior unsecured obligations ranking equally with all other senior unsecured indebtedness of HP from time to time outstanding Principal Amount: $750,000,000 Interest Rate: Floating rate equal to three-month USD LIBOR plus 0.40% per annum. Purchase Price: 99.90% Offering Price: 100.00%

Arm’s Length Transaction. The company acknowledges that each of the Underwriters is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or any agent of, the Company or any other person. Additionally, no Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, HEWLETT-PACKARD COMPANY By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Senior Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Vice President HSBC CREDIT SUISSE SECURITIES (USA) LLC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Director DEUTSCHE BANK SECURITIES INC. By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Vice President ▇.▇. ▇▇▇▇▇▇ SECURITIES Director By: /s/ Jacob Greenhart Name: Jacob Greenhart Title: Director GREENWICH CAPITAL MARKETS, INC. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ Title: Vice President Managing Director ▇▇▇▇▇▇▇ BROTHERS INC. LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Managing Director By: /s/ Yurij Slyz Name: Yurij Slyz Title: Vice President For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. Underwriting Agreement: Dated February 25, 2008 Registration Statement No.: 333-134327 Representatives: Banc of America Securities LLC ▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ HSBC Securities (USA) Inc. HSBC Tower 3, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇ Securities Inc. ▇▇▇ ▇▇▇▇ ▇▇▇., ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Brothers Inc. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Debt Capital Markets - Telecom, Media Technology Group Co-Managers: BNP Paribas Securities Corp. Deutsche Bank Securities Inc. Greenwich Capital Markets, Inc. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated SG Americas Securities, LLC Title of Securities: Floating Rate Global Notes due September 3, 2009 Ranking: Senior unsecured obligations ranking equally with all other senior unsecured indebtedness of HP from time to time outstanding Principal Amount: $750,000,000 Interest Rate: Floating rate equal to three-month USD LIBOR plus 0.40% per annum. Purchase Price: 99.90% Offering Price: 100.00%

Arm’s Length Transaction. The company Company acknowledges and agrees that each of the Underwriters is are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or any an agent of, the Company or any other person. Additionally, no neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among between the Company and the several Underwriters. Very truly yours, HEWLETT-PACKARD HECLA MINING COMPANY By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: Title: The foregoing Agreement is hereby confirmed and accepted on as of the date specified in Schedule I hereto. By: /s/ ▇▇▇▇▇▇ ▇first above written. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇LYNCH, PIERCE, ▇▇▇▇▇▇ Title: Vice President HSBC SECURITIES (USA) INC. By: /s/ & ▇▇▇▇▇ ▇. ▇▇▇▇▇ NameINCORPORATED By: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President ▇.▇. ▇▇▇▇▇▇ SECURITIES INC. By: /s/ ▇▇▇▇▇▇ ▇▇For themselves and the other several Underwriters named in Schedule I. ▇▇▇▇▇▇▇ Name: Lynch, Pierce, ▇▇▇▇▇▇ ▇▇▇▇& ▇▇▇▇▇ Title: Vice President ▇▇▇▇▇▇ BROTHERS INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. Underwriting Agreement: Dated February 25, 2008 Registration Statement No.: 333-134327 Representatives: Banc of America Securities LLC ▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ HSBC Securities (USA) Inc. HSBC Tower 3, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Incorporated 875,000 ▇.▇. ▇▇▇▇▇▇ Securities Inc. ▇▇▇ ▇▇▇▇ ▇▇▇., ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Brothers Inc. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Debt 612,500 CIBC World Markets Corp. 52,500 BMO Capital Markets - Telecom, Media Technology Group Co-Managers: BNP Paribas Corp. 52,500 Macquarie Securities Corp. Deutsche Bank Securities (USA) Inc. Greenwich 52,500 RBC Capital Markets, Markets Corporation 52,500 Scotia Capital (USA) Inc. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated SG Americas Securities, LLC Title of Securities: Floating Rate Global Notes due September 3, 2009 Ranking: Senior unsecured obligations ranking equally with all other senior unsecured indebtedness of HP from time to time outstanding Principal Amount: $750,000,000 Interest Rate: Floating rate equal to three-month USD LIBOR plus 0.40% per annum. Purchase Price: 99.90% Offering Price: 100.00%52,500 Total 1,750,000

Arm’s Length Transaction. The company Company acknowledges and agrees that each of the Underwriters is are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or any an agent of, the Company or any other person. Additionally, no Underwriter is Underwriters are advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among between the Company and the several Underwriters. Very truly yours, HEWLETT-PACKARD COMPANY PROSPECT GLOBAL RESOURCES INC. By: /s/ ▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇ Title: Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Authorized Signatory MACQUARIE CAPITAL (USA) INC. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Authorized Signatory By: /s/ ▇▇▇ ▇▇▇▇▇ Authorized Signatory ▇▇▇▇ CAPITAL PARTNERS, LLC By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I heretoAuthorized Signatory STERNE AGEE & ▇▇▇▇▇, INC. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Vice President HSBC SECURITIES (USA) INC. By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President ▇.▇. ▇▇▇▇▇▇ SECURITIES INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Vice President ▇▇▇▇▇▇ BROTHERS INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. Underwriting Agreement: Dated February 25, 2008 Registration Statement No.: 333-134327 Representatives: Banc of America Securities LLC ▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ HSBC Securities (USA) Inc. HSBC Tower 3, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇ Securities Inc. ▇▇▇ ▇▇▇▇ ▇▇▇., ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Brothers Inc. ▇▇▇ Authorized Signatory ▇▇▇▇▇▇▇ ▇▇▇▇ & Company, LLC 6,000,000 Macquarie Capital (USA) Inc. 4,500,000 ▇▇▇▇ Capital Partners, LLC 3,000,000 Sterne Agee & ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Debt Capital Markets - TelecomInc. 1,500,000 Total 15,000,000 Pricing Term Sheet, Media Technology Group Co-Managers: BNP Paribas dated November 8, 2012, in the form filed with the Commission. Issue Price $1.75 Underwriting Commission $.105 (6% of issue price) Aggregate Number of Shares 15,000,000 (17,250,000) (including Option Shares) Expected Closing Date November 14, 2012 (a) The Company agrees that the Underwriters will be permitted to appoint, at their sole expense, other registered dealers or brokers as their agents to assist in the distribution of the Securities. The Underwriters shall, and shall require any such dealer or broker, other than the Underwriters, with which the Underwriters have a contractual relationship in respect of the distribution of the Securities Corp. Deutsche Bank (a “Selling Firm”), to comply with the applicable provisions of the Act in connection with the distribution of the Securities Inc. Greenwich Capital Marketsand shall offer the Securities for sale to the public directly and through Selling Firms upon the terms and conditions set out in the Final Prospectus and this Agreement. The Underwriters shall, Inc. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated SG Americas Securitiesand shall require any Selling Firm, LLC Title to offer for sale to the public and sell the Shares only in those jurisdictions where they may be lawfully offered for sale or sold. (b) Notwithstanding the foregoing, an Underwriter will not be liable for any breach under this Exhibit A by another Underwriter if the Underwriter first mentioned is not itself also in breach of Securities: Floating Rate Global Notes due September 3, 2009 Ranking: Senior unsecured obligations ranking equally with all other senior unsecured indebtedness of HP from time to time outstanding Principal Amount: $750,000,000 Interest Rate: Floating rate equal to three-month USD LIBOR plus 0.40% per annum. Purchase Price: 99.90% Offering Price: 100.00%this Exhibit A.

Arm’s Length Transaction. The company acknowledges that each of the Underwriters is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or any agent of, the Company or any other person. Additionally, no Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, HEWLETT-PACKARD COMPANY By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Senior Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. ▇▇▇▇▇▇▇, ▇▇▇▇▇ & CO. By: /s/ ▇▇▇▇▇▇▇, Sachs & Co. (▇▇▇▇▇▇▇, ▇▇▇▇▇ & CO.) ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Vice President HSBC SECURITIES (USA) INC. By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President ▇.▇. ▇▇▇▇▇▇ SECURITIES INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Vice President ▇▇▇▇▇▇ BROTHERS INC. By: /s/ Executive Director ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. LLC By: /s/ ▇▇▇▇ Seo Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Seo Title: Managing Director Vice President For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. Underwriting Agreement: Dated February 25December 6, 2008 2011 Registration Statement No.: 333-134327 159366 Representatives: Banc of America Securities LLC ▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇, Sachs & Co. ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ HSBC Securities (USA) Inc. HSBC Tower 3, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇ Securities Inc. LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇.▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Brothers Inc. ▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ AttentionJoint Bookrunners: Debt Capital Markets - Telecom▇▇▇▇▇▇▇, Media Technology Group Co-Managers: BNP Paribas Sachs & Co. ▇.▇. ▇▇▇▇▇▇ Securities Corp. Deutsche Bank Securities Inc. Greenwich Capital Markets, Inc. LLC ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC Co-Managers: BNP Paribas Securities Corp. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC HSBC Securities (USA) Inc. ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated SG Americas Mizuho Securities USA Inc. RBS Securities Inc. ▇▇▇▇▇ Fargo Securities, LLC Title of Securities: Floating Rate 2.625% Global Notes due September 3December 9, 2009 2014 Ranking: Senior unsecured obligations ranking equally with all other senior unsecured indebtedness of HP from time to time outstanding Principal Amount: $750,000,000 650,000,000 Interest Rate: Floating rate equal to three-month USD LIBOR plus 0.402.625% per annum. Purchase Price: 99.9099.746% Offering Price: 100.00%99.946% Interest Payment Dates: Semiannually; June 9 and December 9 of each year, commencing June 9, 2012 (subject to the following business day convention). Method of Calculation: 30/360 Subordination Provisions: None The Company will have the right to redeem the 2.625% Global Notes, in whole or in part on at least 30 days’ but no more than 60 days’ prior written notice mailed to the registered holders of the

Arm’s Length Transaction. The company acknowledges that each of the Underwriters is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or any agent of, the Company or any other person. Additionally, no Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, HEWLETT-PACKARD COMPANY By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Senior Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. By: /s/ ▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇ Title: Managing Director Head of Capital Markets ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Vice President HSBC SECURITIES (USA) INC. By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President ▇.▇. ▇▇▇▇▇▇ SECURITIES Managing Director RBS SECURITIES, INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Title: Vice President ▇Managing Director ▇▇▇▇▇ BROTHERS INC. FARGO SECURITIES, LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. Underwriting Agreement: Dated February 25January 9, 2008 2014 Registration Statement No.: 333-134327 181669 Representatives: Banc of America BNP Paribas Securities LLC Corp. ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ HSBC Securities (USA) Inc. HSBC Tower 3, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇ Securities Inc. ▇▇▇ ▇▇▇▇ ▇▇▇., ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Brothers Inc. Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Debt Capital Markets - TelecomRBS Securities, Media Technology Group Co-ManagersInc. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Fargo Securities, LLC ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, 5th Floor Charlotte, North Carolina 28202 Joint Bookrunners: BNP Paribas Securities Corp. ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated RBS Securities, Inc. ▇▇▇▇▇ Fargo Securities, LLC Co-Managers: ANZ Securities, Inc. Barclays Capital Inc. BNY Mellon Capital markets, LLC Citigroup Global Market Inc. Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. Greenwich Capital Markets, HSBC Bank Securities Inc. ▇. ▇. ▇▇▇▇▇▇ Securities LLC ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated LLC RBC Capital Markets, LLC Santander Investment Securities Inc. SG Americas Securities, LLC Standard Chartered Bank Title of Securities: Floating Rate Global Notes due September 3January 14, 2009 2019 Ranking: Senior unsecured obligations ranking equally with all other senior unsecured indebtedness of HP the Company from time to time outstanding outstanding. Principal Amount: $750,000,000 750,000,000,000 Interest Rate: Floating rate equal to three-month USD LIBOR plus 0.400.94% per annum. Purchase Price: 99.9099.650% Offering Price: 100.00%100% Interest Payment Dates: Quarterly; January 14, April 14, July 14 and October 14 of each year, commencing April 14, 2014 (subject to the modified following business day convention set forth below).

Arm’s Length Transaction. The company acknowledges that each of the Underwriters is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or any agent of, the Company or any other person. Additionally, no Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, HEWLETT-PACKARD COMPANY By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Senior Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. By: /s/ ▇▇▇▇▇▇▇, Sachs & Co. (▇▇▇▇▇▇▇, ▇▇▇▇▇ & CO.) ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Vice President HSBC SECURITIES (USA) INC. By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President ▇.▇. ▇▇▇▇▇▇ SECURITIES INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Vice President ▇▇▇▇▇▇ BROTHERS INC. By: /s/ Executive Director ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. LLC By: /s/ ▇▇▇▇ Seo Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Seo Title: Managing Director Vice President For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. Underwriting Agreement: Dated February 25, 2008 Registration Statement No.: 333-134327 Representatives: Banc of America Securities LLC ▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ HSBC Securities (USA) Inc. HSBC Tower 3, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇ Securities Inc. ▇▇▇ ▇▇▇▇ ▇▇▇., ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Brothers Inc. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Debt Capital Markets - Telecom, Media Technology Group Co-Managers: BNP Paribas Securities Corp. Deutsche Bank Securities Inc. Greenwich Capital Markets, Inc. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated SG Americas Securities, LLC Title of Securities: Floating Rate Global Notes due September 3, 2009 Ranking: Senior unsecured obligations ranking equally with all other senior unsecured indebtedness of HP from time to time outstanding Principal Amount: $750,000,000 Interest Rate: Floating rate equal to three-month USD LIBOR plus 0.40% per annum. Purchase Price: 99.90% Offering Price: 100.00%

Arm’s Length Transaction. The company acknowledges that each of the Underwriters is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or any agent of, the Company or any other person. Additionally, no Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, HEWLETT-PACKARD COMPANY By: /s/ ▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇ Senior Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. By: /s/ ▇▇Marc Fratepietro Name: Marc Fratepietro Title: Managing Director By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Director ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Vice President HSBC SECURITIES (USA) INC. By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President ▇.▇. ▇▇▇▇▇▇ Executive Director RBS SECURITIES INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Vice President ▇▇▇▇▇▇ BROTHERS INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. Underwriting Agreement: Dated February May 25, 2008 2011 Registration Statement No.: 333-134327 159366 Representatives: Banc of America Deutsche Bank Securities LLC ▇ ▇▇Inc. ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ HSBC Securities (USA) Inc. HSBC Tower 3, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇ Securities Inc. ▇▇▇ ▇▇▇▇ ▇▇▇., ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Brothers Inc. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Debt Capital Markets - Telecom, Media Technology Group Co-Managers: BNP Paribas Securities Corp. Deutsche Bank Securities Inc. Greenwich Capital Markets, Inc. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated SG Americas Securities, LLC Title of Securities: Floating Rate Global Notes due September 3, 2009 Ranking: Senior unsecured obligations ranking equally with all other senior unsecured indebtedness of HP from time to time outstanding Principal Amount: $750,000,000 Interest Rate: Floating rate equal to three-month USD LIBOR plus 0.40% per annum. Purchase Price: 99.90% Offering Price: 100.00%

Arm’s Length Transaction. The company acknowledges that each of the Underwriters is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or any agent of, the Company or any other person. Additionally, no Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, HEWLETT-PACKARD COMPANY By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Senior Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Vice President HSBC SECURITIES (USA) INC. By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President ▇.▇. ▇▇▇▇▇▇ SECURITIES INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Vice President ▇▇▇▇▇▇ BROTHERS BARCLAYS CAPITAL INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Director CITIGROUP GLOBAL MARKETS INC. By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Managing Director ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Managing Director For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. Underwriting Agreement: Dated February 25September 13, 2008 2011 Registration Statement No.: 333-134327 159366 Representatives: Banc of America Securities LLC ▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ HSBC Securities (USA) Inc. HSBC Tower 3, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇ Securities Inc. ▇▇▇ ▇▇▇▇ ▇▇▇., ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Brothers Barclays Capital Inc. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ AttentionCitigroup Global Markets Inc. ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Joint Bookrunners: Debt Barclays Capital Inc. Citigroup Global Markets - TelecomInc. ▇▇▇▇▇▇▇ Lynch, Media Technology Group Co-Managers: BNP Paribas Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated Credit Suisse Securities Corp. Deutsche Bank (USA) LLC HSBC Securities Inc. Greenwich Capital Markets, (USA) Inc. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated LLC UBS Securities LLC Co-Managers: BNP Paribas Securities Corp. Deutsche Bank Securities Inc. ▇▇▇▇▇▇▇, Sachs & Co. Mitsubishi UFJ Securities (USA), Inc. RBS Securities Inc. Santander Investment Securities Inc. SG Americas Securities, LLC U.S. Bancorp Investments, Inc. ▇▇▇▇▇ Fargo Securities, LLC Title of Securities: Floating Rate Global Notes due September 319, 2009 2014 Ranking: Senior unsecured obligations ranking equally with all other senior unsecured indebtedness of HP from time to time outstanding Principal Amount: $750,000,000 350,000,000 Interest Rate: Floating rate equal to three-month USD LIBOR plus 0.401.55% per annum. Purchase Price: 99.9099.800% Offering Price: 100.00%100% Interest Payment Dates: Quarterly; March 19, June 19, September 19 and December 19 of each year, commencing December 19, 2011 (subject to the following business day convention). Interest Reset Dates: Quarterly; March 19, June 19, September 19 and December 19 of each year, commencing December 19, 2011 (subject to the following business day convention).

Arm’s Length Transaction. The company acknowledges that each of the Underwriters is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or any agent of, the Company or any other person. Additionally, no Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, HEWLETT-PACKARD COMPANY By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Senior Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Vice President HSBC SECURITIES (USA) Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President ▇.▇. ▇▇▇▇▇▇ SECURITIES INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Vice President Managing Director ▇.▇. ▇▇▇▇▇▇ BROTHERS INC. SECURITIES LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Executive Director For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. Underwriting Agreement: Dated February 25September 8, 2008 2010 Registration Statement No.: 333-134327 159366 Representatives: Banc of America Securities LLC ▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ HSBC Securities (USA) Inc. HSBC Tower 3, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇ Securities Inc. ▇▇▇ ▇▇▇▇ ▇▇▇., ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Brothers Barclays Capital Inc. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Debt Capital Citigroup Global Markets - TelecomInc. ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇ ▇▇▇▇, Media Technology Group Co-Managers: BNP Paribas ▇▇ ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇ Securities Corp. Deutsche Bank Securities Inc. Greenwich Capital Markets, Inc. LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Co-Managers: Banc of America Securities LLC BNP Paribas Securities Corp. ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. Incorporated SG Americas HSBC Securities (USA) Inc. UBS Securities LLC ▇▇▇▇▇ Fargo Securities, LLC Title of Securities: Floating Rate Global Notes due September 313, 2009 2012 Ranking: Senior unsecured obligations ranking equally with all other senior unsecured indebtedness of HP from time to time outstanding Principal Amount: $750,000,000 800,000,000 Interest Rate: Floating rate equal to three-month USD LIBOR plus 0.400.125% per annum. Purchase Price: 99.9099.850% Offering Price: 100.00%100% Interest Payment Dates: Quarterly; March 13, June 13, September 13, and December 13 of each year, commencing December 13, 2010 (subject to the modified following business day convention).

Arm’s Length Transaction. The company acknowledges that each of the Underwriters is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or any agent of, the Company or any other person. Additionally, no Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, HEWLETT-PACKARD COMPANY By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Senior Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Vice President HSBC Managing Director CREDIT SUISSE SECURITIES (USA) INC. By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President ▇.▇. ▇▇▇▇▇▇ SECURITIES INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Vice President ▇▇▇▇▇▇ BROTHERS INC. LLC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Director DEUTSCHE BANK SECURITIES INC. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Director By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Director ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. INCORPORATED By: /s/ Yurij Slyz Name: Yurij Slyz Title: Vice President RBS SECURITIES INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Title: Managing Director For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. Underwriting Agreement: Dated February 25May 21, 2008 2009 Registration Statement No.: 333-134327 159366 Representatives: Banc of America Securities LLC ▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ HSBC Credit Suisse Securities (USA) Inc. HSBC Tower 3, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇ Securities Inc. ▇▇▇ ▇▇▇▇ ▇▇▇., ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Brothers Inc. ▇▇▇ LLC Eleven ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Debt Capital Markets - Telecom, Media Technology Group Co-Managers: BNP Paribas Securities Corp. Deutsche Bank Securities Inc. Greenwich Capital Markets▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, Inc. ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated SG Americas Securities▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ RBS Securities Inc. ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Co-Managers: Barclays Capital Inc. BNP Paribas Securities Corp. HSBC Securities (USA) Inc. Mitsubishi UFJ Securities (USA) Inc. Wachovia Capital Markets, LLC Title of Securities: Floating Rate Global Notes due September 3May 27, 2009 2011 Ranking: Senior unsecured obligations ranking equally with all other senior unsecured indebtedness of HP from time to time outstanding Principal Amount: $750,000,000 Interest Rate: Floating rate equal to three-month USD LIBOR plus 0.401.05% per annum. Purchase Price: 99.90% Offering Price: 100.0099.85%

Arm’s Length Transaction. The company acknowledges that each of the Underwriters is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or any agent of, the Company or any other person. Additionally, no Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, HEWLETT-PACKARD COMPANY By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Senior Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. By: /s/ ▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇ Title: Managing Director Head of Debt Capital Markets CITIGROUP GLOBAL MARKETS INC. By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Vice President Managing Director HSBC SECURITIES (USA) INC. By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Senior Vice President ▇.▇. ▇▇▇▇▇▇ SECURITIES INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: LYNCH, PIERCE, ▇▇▇▇▇▇ ▇▇▇▇& ▇▇▇▇▇ Title: Vice President ▇▇▇▇▇▇ BROTHERS INC. INCORPORATED By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director For themselves and the other several UnderwritersseveralUnderwriters, if any, named in Schedule II to the foregoing Agreement. Underwriting Agreement: Dated February 25, 2008 Registration Statement No.: 333-134327 Representatives: Banc of America Securities LLC ▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ HSBC Securities (USA) Inc. HSBC Tower 3, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇ Securities Inc. ▇▇▇ ▇▇▇▇ ▇▇▇., ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Brothers Inc. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Debt Capital Markets - Telecom, Media Technology Group Co-Managers: BNP Paribas Securities Corp. Deutsche Bank Securities Inc. Greenwich Capital Markets, Inc. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated SG Americas Securities, LLC Title of Securities: Floating Rate Global Notes due September 3, 2009 Ranking: Senior unsecured obligations ranking equally with all other senior unsecured indebtedness of HP from time to time outstanding Principal Amount: $750,000,000 Interest Rate: Floating rate equal to three-month USD LIBOR plus 0.40% per annum. Purchase Price: 99.90% Offering Price: 100.00%

Arm’s Length Transaction. The company Company acknowledges and agrees that each of the Underwriters is are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or any an agent of, the Company or any other person. Additionally, no neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among between the Company and the several Underwriters. Very truly yours, HEWLETT-PACKARD HECLA MINING COMPANY By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Senior Vice President HSBC SECURITIES (USA) INC. By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President ▇.▇The foregoing Agreement is hereby confirmed and accepted as of the date first above written. ▇▇▇▇▇▇▇ SECURITIES INC. LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Vice President ▇▇▇▇▇▇ BROTHERS INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. Underwriting Agreement: Dated February 25, 2008 Registration Statement No.: 333-134327 Representatives: Banc of America Securities LLC ▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Authorized Signatory SCOTIA CAPITAL (USA) INC. By: /s/ A. ▇▇▇▇▇▇ ▇▇▇▇ A. ▇, ▇▇▇▇▇ ▇▇▇▇ Authorized Signatory For themselves and the other several Underwriters named in Schedule I. ▇▇▇▇▇▇▇ HSBC Securities Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated 12,400,000 Scotia Capital (USA) Inc. HSBC Tower 7,750,000 BMO Capital Markets Corp. 5,425,000 RBC Capital Markets Corporation 5,425,000 A first Issuer Free Writing Prospectus, dated September 3, 2008 A second Issuer Free Writing Prospectus, dated September 3, 2008 Price per share to the public: $5.00 Offering Size: 31,000,000 shares Over-allotment Option: 4,000,000 shares, if the Underwriters exercise their option to purchase additional shares in full Closing Date: September 12, 2008 September , 2008 ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated 4 World Financial Center New York, New York 10080 Scotia Capital (USA) Inc. One Liberty Plaza ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇ Securities Inc. ▇▇▇ ▇▇▇▇ ▇▇▇., ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ As Representatives of the several Underwriters Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”), between Hecla Mining Company, a Delaware corporation (the “Company”), and you as Representatives of a group of Underwriters named therein, relating to an underwritten public offering of shares of common stock, par value $0.25 per share, of the Company. In order to induce you and the other Underwriters to enter into the Underwriting Agreement, the undersigned will not, without the prior written consent of ▇▇▇▇▇▇▇ Brothers Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and Scotia Capital (USA) Inc., offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned not including the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any shares of capital stock of the Company or any securities convertible into, or exercisable or exchangeable for such capital stock, or publicly announce an intention to effect any such transaction, for a period beginning on the date hereof and continuing for 90 days after the date of the Underwriting Agreement (the “Lock-Up Period”), other than (i) capital stock disposed of as bona fide gifts approved by ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and Scotia Capital (USA) Inc.; provided that the donee agrees in writing to be bound by the terms of this letter, (ii) capital stock that (when aggregated with all other shares of capital stock disposed of by executive officers and directors of the Company during such period) does not exceed 75,000 shares of capital stock, (iii) capital stock contributed by the Company to its 401(k), retirement, and employee benefit plans in the ordinary course of business and reallocation of funds within such accounts by the participants in or trustees or administrators of such plans, and (iv) capital stock disposed of under the Rule 10b5-1 trading plans or programs in existence of the date hereof. If for any reason the Underwriting Agreement shall be terminated prior to the Closing Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. Yours very truly, [SIGNATURE] [NAME AND ADDRESS] Hecla Limited Hecla Alaska LLC ▇▇▇▇▇ Trading, Inc. Hecla Admiralty Company The selling restrictions are stated under the caption “Underwriting” in the Final Prospectus. ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated 4 World Financial Center New York, New York 10080 Scotia Capital (USA) Inc. One Liberty Plaza ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Debt Capital Markets - Telecom, Media Technology Group Co-Managers: BNP Paribas Securities Corp. Deutsche Bank Securities Inc. Greenwich Capital Markets, Inc. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated SG Americas as representatives of the several Underwriters Ladies and Gentlemen: We have acted as special counsel to Hecla Mining Company, a Delaware corporation (the “Company”), in connection with the Company’s Registration Statement on Form S-3ASR (No. 333-145919) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”), including the information deemed to be a part of any such registration statement at the time of effectiveness pursuant to Rule 430A under the 1933 Act (the “Registration Statement”), and the prospectus dated September 7, 2007, together with the preliminary prospectus supplement dated September 2, 2008 (together with the Issuer Free Writing Prospectuses identified on Schedule II of the Underwriting Agreement and the pricing press release filed on Form 8-K on [date], the “Disclosure Package”) and the final prospectus supplement dated September 8, 2008 forming part of the Registration Statement (together with the Disclosure Package, the “Prospectus”), covering (i) the sale by the Company of shares of common stock, par value $0.25 per share (the “Common Stock”), of the Company and the purchase by each of the Underwriters named in Schedule I to the Underwriting Agreement (as defined below) (collectively, the “Underwriters”) of the respective numbers of shares of Common Stock set forth in Schedule I to the Underwriting Agreement and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) of the Underwriting Agreement to purchase up to 4,000,000 additional shares of Common Stock to cover over-allotments, if any, pursuant to the Underwriting Agreement dated September 8, 2008 (the “Underwriting Agreement”) among the Company and you, as representatives of the Underwriters. This opinion is furnished to you pursuant to Section 6(b) of the Underwriting Agreement. Capitalized terms, unless otherwise defined herein, shall have the meanings ascribed to such terms in the Underwriting Agreement. In this connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of: (1) the Underwriting Agreement; (2) the Registration Statement; (3) the Prospectus; (4) the Company Agreements (as defined below); (5) resolutions adopted by the Board of Directors of the Company and the Executive Committee of the Board of Directors of the Company; (6) a specimen certificate evidencing the Securities; (7) the Certificate of Incorporation and By-laws of the Company; (8) a certificate of the Secretary of the State of Delaware as to the existence of the Company; and (9) such corporate and other records, LLC Title certificates, documents and other papers as we deemed it necessary to examine for the purpose of Securities: Floating Rate Global Notes due September 3this opinion. Based on the foregoing, 2009 Ranking: Senior unsecured in reliance upon the assumptions set forth herein and subject to the qualifications herein contained, we are of the opinion that: (i) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. (ii) The Company has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations ranking equally with under the Underwriting Agreement. (iii) The Company is duly qualified as a foreign corporation to transact business and is in good standing in each domestic jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. (iv) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus (except for subsequent issuances, if any, pursuant to the Underwriting Agreement or pursuant to reservations, agreements or employee benefit plans referred to in the Disclosure Package and the Final Prospectus or pursuant to the exercise of convertible securities or options referred to in the Disclosure Package or the Final Prospectus); the shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any security holder of the Company. (v) Each domestic Significant Subsidiary has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; to the best of our knowledge all of the issued and outstanding capital stock of each domestic Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and, to the best of our knowledge, is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity except as provided in that certain Amended and Restated Credit Agreement dated as of April 16, 2008 by and among the Company, The Bank of Nova Scotia, as administrative agent for the lenders, and the various financial institutions and other senior unsecured indebtedness of HP persons from time to time parties thereto and the related security agreement and pledge agreement, as disclosed in the Registration Statement, the Disclosure Package and the Final Prospectus; none of the outstanding Principal Amount: $750,000,000 Interest Rate: Floating rate equal shares of capital stock of any domestic Significant Subsidiary was issued in violation of the preemptive or similar rights of any security holder of such domestic Significant Subsidiary. (vi) To the best of our knowledge, there are no material contracts, indentures, mortgages, loan agreements, notes, leases or other instruments (collectively, the “Company Agreements”) required to threebe described or referred to in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement, other than those described or referred to therein or filed or incorporated by reference as exhibits thereto, and the descriptions thereof or references thereto in the Prospectus are correct in all material respects as to legal matters. (vii) We are not aware of any authorization, approval, consent or order of any agency, governmental authority or court (other than under the 1933 Act, the 1933 Act Regulations, the 1934 Act, the 1934 Act Regulations and the rules and regulations of the New York Stock Exchange, or as may be required under the securities or blue sky laws of the various states or foreign jurisdictions as to which we are not required to, and does not, express an opinion), that is required for the due authorization, issuance, sale or delivery of the Securities. (viii) The Underwriting Agreement has been duly authorized, executed and delivered by the Company. (ix) The Securities have been duly and validly authorized, and upon issuance and delivery of the Securities in accordance with the Underwriting Agreement, the Securities will be validly issued and will be fully paid and non-month USD LIBOR plus 0.40% per annum. Purchase Price: 99.90% Offering Price: 100.00%assessable and no holder of such Securities is or will be subject to personal liability by reason of being such a holder. (x) The Securities conform in all material respects as to legal matters to the description thereof in the Registration Statement and the Prospectus. (xi) The issuance of the Securities is not subject to preemptive or other similar rights of any security holder of the Company under applicable law, the Certificate of Incorporation or By-Laws of the Company, or, to our knowledge, any contract or agreement of the Company. (xii) The statements made in the Prospectus under the caption “Description of Capital Stock – Common Stock,” to the extent they constitute matters of law or legal conclusions, have been reviewed by us and fairly present the information disclosed therein in all material respects. (xiii) To the best of our knowledge, there are no statutes or regulations that are required to be described in the Prospectus that are not described as required. (xiv) The Registration Statement, including any Rule 462(b) Registration Statement, has been declared effective under the 1933 Act; any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and, to the best of our knowledge, no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or threatened by the Commission. (xv) The Registration Statement (including the Rule 430A Information and any Rule 462(b) Registration Statement, as applicable) and the Prospectus, and each amendment or supplement thereto (except for the financial statements, financial schedules and other financial data included therein or omitted therefrom, as to which we are not required to, and do not, express an opinion), as of their respective effective or issue dates, complied as to form in all material respects to the requirements of the 1933 Act and the 1933 Act Regulations. (xvi) omitted. (xvii) The form of certificate used to evidence the Common Stock complies in all material respects with all applicable statutory requirements, with any applicable requirements of the Certificate of Incorporation and By-laws of the Company and the requirements of the New York Stock Exchange. (xviii) To the best of our knowledge, except as disclosed in the Registration Statement, the Disclosure Package and the Final Prospectus there is not pending or threatened any action, suit, proceeding, inquiry or investigation, to which the Company or any subsidiary is a party, or to which the property of the Company or any subsid

Arm’s Length Transaction. The company acknowledges that each of the Underwriters is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or any agent of, the Company or any other person. Additionally, no Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, HEWLETT-PACKARD COMPANY By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Senior Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. INCORPORATED By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Vice President HSBC SECURITIES (USA) INC. By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President ▇.▇. ▇▇▇▇▇▇ SECURITIES INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Vice President Managing Director BNP PARIBAS SECURITIES CORP. By: /s/ ▇▇▇ ▇▇▇▇▇▇ BROTHERS INC. Name: ▇▇▇ ▇▇▇▇▇▇ Title: Managing Director UBS SECURITIES LLC By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Associate Director ▇▇▇▇▇ FARGO SECURITIES, LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Director For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. Underwriting Agreement: Dated February 25, 2008 Registration Statement No.: 333-134327 Representatives: Banc of America Securities LLC ▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ HSBC Securities (USA) Inc. HSBC Tower 3, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇ Securities Inc. ▇▇▇ ▇▇▇▇ ▇▇▇., ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Brothers Inc. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Debt Capital Markets - Telecom, Media Technology Group Co-Managers: BNP Paribas Securities Corp. Deutsche Bank Securities Inc. Greenwich Capital Markets, Inc. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated SG Americas Securities, LLC Title of Securities: Floating Rate Global Notes due September 3, 2009 Ranking: Senior unsecured obligations ranking equally with all other senior unsecured indebtedness of HP from time to time outstanding Principal Amount: $750,000,000 Interest Rate: Floating rate equal to three-month USD LIBOR plus 0.40% per annum. Purchase Price: 99.90% Offering Price: 100.00%