Hewlett-Packard (HPQ)

(e)                                  On January 17, 2008, the HR and Compensation Committee (the “HRC”) of the Board of Directors of Hewlett-Packard Company (“HP”) approved a form of Stock Notification and Award Agreement (the “PRU Agreement”) to be used in connection with awards of performance-based restricted units (“PRUs”) under the Hewlett-Packard Company 2004 Stock Incentive Plan (the “Plan”).  A copy of the form of PRU Agreement is attached hereto as Exhibit 10.1 and incorporated by reference herein.

PRU awards may be granted to eligible employees, including HP’s principal executive officer, principal financial officer and other named executive officers.  All recipients of PRU awards will be provided with a PRU Agreement that identifies the target number of PRUs that may be awarded to that award recipient.  The actual number of PRUs awarded to the recipient will be determined at the end of a three-year performance period based on achievement of annual company performance targets established by the HRC based on HP’s cash flow from operations as a percentage of revenue and total shareholder return over the performance period.  Depending on HP’s performance during that period, the number of PRUs that a grant recipient receives may range from zero to two times the number of PRUs granted.  Each PRU will be equal in value to one share of HP’s common stock.   Recipients of PRU awards generally must remain employed by HP on a continuous basis through the end of the relevant performance period in order to receive any amount of the PRUs covered by that award, except that recipients may be entitled to a pro-rata amount of PRUs in the case of the recipient’s retirement, death or total and permanent disability, or if the recipient is terminated due to a workforce reduction or a divestiture.  Certain PRU awards also may be subject to the execution by the recipient of an Agreement Regarding Confidential Information and Proprietary Developments (“ARCIPD”) that may contain covenants regarding post-employment activity.

On January 17, 2008, the HRC approved grants of PRU awards to HP’s principal executive officer, principal financial officer and other named executive officers for the performance period from November 1, 2007 through October 31, 2010 in the amounts set forth below:

The foregoing grants are subject to execution by the recipients, all of whom are based in California, of the form of ARCIPD attached hereto as Exhibit 10.2.

The HRC also approved awards of restricted stock to certain of the foregoing individuals under the Plan as well as other executive officers.  The terms of those awards are consistent with the previously disclosed terms of the Plan and have been separately reported on Forms 4 filed by the foregoing individuals under Section 16(a) of the Securities Exchange Act of 1934, as amended.

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(b)                                 On December 11, 2006, Hewlett-Packard Company (“HP”) announced that Robert P. Wayman will retire as Executive Vice President and Chief Financial Officer of HP effective on December 31, 2006.

In connection with his resignation as Executive Vice President and Chief Financial Officer, Mr. Wayman notified the HP board that he will not stand for re-election at the next annual meeting of stockholders.  Mr. Wayman will continue to serve as a Director of HP until HP’s next annual meeting of stockholders, which is currently scheduled to be held in March 2007.

(c)                                  Also on December 11, 2006, HP announced that Catherine A. Lesjak will succeed Mr. Wayman as Executive Vice President and Chief Financial Officer effective upon the effectiveness of Mr. Wayman’s resignation.  Ms. Lesjak, age 47, has served as Senior Vice President and Treasurer of HP since 2003. From May 2002 to July 2003, she served as Vice President of Finance for HP’s Enterprise Marketing and Solutions organization and Vice President of Finance for HP’s Software business unit.  From June 2000 to May 2002, Ms. Lesjak was Controller for HP’s Software Solutions organization.

In connection with her appointment as Executive Vice President and Chief Financial Officer, Ms. Lesjak’s salary will be increased to $550,000 per year and her target bonus opportunity for fiscal year 2007 will be increased to 100% of her salary.

HP’s press release announcing Mr. Wayman’s retirement and Ms. Lesjak’s appointment is filed as Exhibit 99.1 to this report.