Hewlett-Packard (HPQ)

Compensation for Robert P. Wayman

        Mr. Wayman served as the interim CEO of HP from the period of Ms. Fiorina's termination in February 2005 until Mr. Hurd's hiring in April 2005. Mr. Wayman was in a unique position to provide stability and continuity to HP during this transitional period due to his responsibilities as Chief Financial Officer of HP (a position that he has held since 1984) and his more than 30 years of experience with HP.

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Mr. Hurd's PfR bonus was guaranteed to pay out at least at target for the second six months of fiscal 2005 and the first six months of fiscal 2006.

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Mr. Hurd's LTPC bonus was guaranteed at least at target for the 2005-2006 program.

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Mr. Wayman's regular compensation package in fiscal 2005 was determined based on his service as CFO. In order to determine his targeted compensation, the Committee utilized the same process as for other executive officers: analyzing the total rewards for similarly-situated executives based on the survey data for our blended peer group and technology peers; considering Mr. Wayman's performance and reviewing HP's results. Based on this review, the Committee determined to award Mr. Wayman the fiscal 2005 compensation shown on the Summary Compensation Table on page 37. As previously reported, in recognition of his unique ability to guide HP during the transitional period between CEOs and his continued assistance during Mark Hurd's acclimation to HP, the Committee determined to award Mr. Wayman a cash payment of $3 million during fiscal 2005.