Hewlett-Packard (HPQ)

(Effective January 1, 2005)

The Hewlett-Packard Company 2005 Executive Deferred Compensation Plan is hereby adopted effective January 1, 2005 by HP to permit Eligible Employees and Outside Directors to defer receipt of certain compensation and to provide matching contributions for certain employees who are not active participants in one of HP’s defined benefit retirement plans pursuant to the terms and provisions set forth below.

The Plan is intended: (1) to comply with Code section 409A and official guidance issued thereunder; and (2) with respect to the portion of the Plan covering Eligible Employees, to be “a plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.  Notwithstanding any other provision of this Plan, this Plan shall be interpreted, operated and administered in a manner consistent with these intentions.

(Effective January 1, 2005)

The Hewlett-Packard Company 2005 Executive Deferred Compensation Plan is hereby adopted effective January 1, 2005 by Hewlett-Packard Company to permit Eligible Employees to defer receipt of certain compensation pursuant to the terms and provisions set forth below.

The Plan is intended (1) to comply with Code section 409A and official guidance issued thereunder, and (2) to be “a plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.  Notwithstanding any other provision of this Plan, this Plan shall be interpreted, operated and administered in a manner consistent with these intentions.