Hewlett-Packard (HPQ)

Compensation for Carleton S. Fiorina

        Ms. Fiorina terminated as Chairman and CEO on February 8, 2005. In light of the then-existing provisions of the HP Severance Plan for Senior Executives, various plans in which Ms. Fiorina participated, and past practice with respect to certain other employees whose employment with HP terminated, the Committee and the full Board agreed to the terms of Ms. Fiorina's severance arrangements, which resulted in a total severance payout of approximately $21.4 million. The terms of Ms. Fiorina's severance arrangements are described under "Employment Contracts, Termination of Employment and Change-In-Control Arrangements—Carleton S. Fiorina Severance Agreement and Release" beginning on page 57.

        All aspects of the fiscal 2005 compensation of Ms. Fiorina were governed by the general principles of HP's Total Rewards program described above. The elements of Ms. Fiorina's compensation that were in effect at the time of her termination were as follows: base pay of $1,400,000 per year and a targeted short-term bonus opportunity of 300% of base salary for the first half of fiscal 2005. During fiscal 2005, Ms. Fiorina did not receive grants of options or an award for the 2005-2006 program period under the LTPC Program. Ms. Fiorina's salary and short-term bonus amounts in effect at the time of her termination were determined in fiscal 2004 by analyzing the total direct compensation for CEOs based on the survey data for HP's blended peer group and technology peers; considering Ms. Fiorina's performance; and reviewing HP's results. Ms. Fiorina also received perquisites and other compensation in fiscal 2005 as shown on the Summary Compensation Table on page 37.