Hewlett-Packard (HPQ)

purposes to be part of the general assets of HP and shall be available to its general creditors in the event of HP’s bankruptcy or insolvency.  HP’s obligation under this Plan shall be that of an unfunded and unsecured promise to pay money in the future.

8.2           No Guarantee of Benefits.  Nothing contained in the Plan shall constitute a guarantee by HP or any other person or entity that the assets of HP will be sufficient to pay any benefits hereunder.

8.3           No Enlargement of Rights.  No Participant or Beneficiary shall have any right to receive a distribution under the Plan except in accordance with the terms of the Plan.  Establishment of the Plan shall not be construed to give any Participant the right to continue to be employed by or provide services to HP.

8.4           Transferability.  No interest of any person in, or right to receive a distribution under, the Plan shall be subject in any manner to sale, transfer, assignment, pledge, attachment, garnishment, or other alienation or encumbrance of any kind; nor may such interest or right to receive a distribution be taken, either voluntarily or involuntarily for the satisfaction of the debts of, or other obligations or claims against, such person.

8.5           Applicable Law. To the extent not preempted by federal law, the Plan shall be governed by the laws of the State of Delaware.

8.6           Incapacity of Recipient.  If any person entitled to a distribution under the Plan is deemed by HP to be incapable of personally receiving and giving a valid receipt for such payment, then, unless and until a claim for such payment shall have been made by a duly appointed guardian or other legal representative of such person, HP may provide for such payment or any part thereof to be made to any other person or institution then contributing toward or providing for the care and maintenance of such person.  Any such payment shall be a payment for the account of such person and a complete discharge of any liability of HP and the Plan with respect to the payment.

8.7           Taxes. HP or other payor may withhold from a benefit payment under the Plan or a Participant’s wages any federal, state, or local taxes required by law to be withheld with respect to a payment or accrual under the Plan, and shall report such payments and other Plan-related information to the appropriate governmental agencies as required under applicable laws.

8.8           Corporate Successors.  The Plan and the obligations of HP under the Plan shall become the responsibility of any successor to HP by reason of a transfer or sale of substantially all of the assets of HP or by the merger or consolidation of HP into or with any other corporation or other entity.

8.9           Unclaimed Benefits.  Each Participant shall keep HP informed of his current address and the current address of his designated Beneficiary.  HP shall not be obligated to search for the whereabouts of any person if the location of a person is not made known to HP.

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8.10         Severability.  In the event any provision of the Plan shall be held invalid or illegal for any reason, any illegality or invalidity shall not affect the remaining parts of the Plan, but the Plan shall be construed and enforced as if the illegal or invalid provision had never been inserted.

8.11         Words and Headings.  Words in the masculine gender shall include the feminine and the singular shall include the plural, and vice versa, unless qualified by the context.  Any headings used herein are included for ease of reference only, and are not to be construed so as to alter the terms hereof.

8.12         Domestic Relations Orders.  Notwithstanding Section 8.4, all or a portion of a Participant’s Account balance may be paid to another person as specified in a domestic relations order that HP determines is qualified (a “Qualified Domestic Relations Order”). For this purpose, a Qualified Domestic Relations Order means a judgment, decree, or order (including the approval of a settlement agreement) which is:

(a)           issued pursuant to a State’s domestic relations law;

(b)           relates to the provision of child support, alimony payments or marital property rights to a spouse, former spouse, child or other dependent of the Participant;

(c)           creates or recognizes the right of a spouse, former spouse, child or other dependent of the Participant to receive all or a portion of the Participant’s benefits under the Plan;

(d)           provides for payment in an immediate lump sum as soon as practicable after HP determines that a Qualified Domestic Relations Order exists; and

(e)           meets such other requirements established by HP.

HP shall determine whether any document received by it is a Qualified Domestic Relations Order.  In making this determination, HP may consider the rules applicable to “domestic relations orders” under Code section 414(p) and ERISA section 206(d), and such other rules and procedures as it deems relevant.  If an order is determined to be a Qualified Domestic Relations Order, the amount to which the other person is entitled under the Order shall be paid in a single lump-sum payment as soon as practicable after such determination.

7.2           No Guarantee of Benefits.  Nothing contained in the Plan shall constitute a guarantee by the Company or any other person or entity that the assets of the Company will be sufficient to pay any benefits hereunder.

7.3           No Enlargement of Rights.  No Participant or Beneficiary shall have any right to receive a distribution under the Plan except in accordance with the terms of the Plan.  Establishment of the Plan shall not be construed to give any Participant the right to continue to be employed by or provide services to the Company.

7.4           Transferability.  No interest of any person in, or right to receive a distribution under, the Plan shall be subject in any manner to sale, transfer, assignment, pledge, attachment, garnishment, or other alienation or encumbrance of any kind; nor may such interest or right to receive a distribution be taken, either voluntarily or involuntarily for the satisfaction of the debts of, or other obligations or claims against, such person.

7.5           Applicable Law. To the extent not preempted by federal law, the Plan shall be governed by the laws of the State of Delaware.

7.6           Incapacity of Recipient.  If any person entitled to a distribution under the Plan is deemed by the Company to be incapable of personally receiving and giving a valid receipt for such payment, then, unless and until a claim for such payment shall have been made by a duly appointed guardian or other legal representative of such person, the Company may provide for such payment or any part thereof to be made to any other person or institution then contributing toward or providing for the care and maintenance of such person.  Any such payment shall be a payment for the account of such person and a complete discharge of any liability of the Company and the Plan with respect to the payment.

7.7           Taxes. The Company or other payor may withhold from a benefit payment under the Plan or a Participant’s wages any federal, state, or local taxes required by law to be withheld with respect to a payment or accrual under the Plan, and shall report such payments and other Plan-related information to the appropriate governmental agencies as required under applicable laws.

7.8           Corporate Successors.  The Plan and the obligations of the Company under the Plan shall become the responsibility of any successor to the Company by reason of a transfer or sale of substantially all of the assets of the Company or by the merger or consolidation of the Company into or with any other corporation or other entity.

7.9           Unclaimed Benefits.  Each Participant shall keep the Company informed of his current address and the current address of his designated Beneficiary.  The Company shall not be obligated to search for the whereabouts of any person if the location of a person is not made known to the Company.

7.10         Severability.  In the event any provision of the Plan shall be held invalid or illegal for any reason, any illegality or invalidity shall not affect the remaining parts of the Plan, but the Plan shall be construed and enforced as if the illegal or invalid provision had never been inserted.

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7.11         Words and Headings.  Words in the masculine gender shall include the feminine and the singular shall include the plural, and vice versa, unless qualified by the context.  Any headings used herein are included for ease of reference only, and are not to be construed so as to alter the terms hereof.

7.12         Domestic Relations Orders.  Notwithstanding Section 7.4, all or a portion of a Participant’s Account balance may be paid to another person as specified in a domestic relations order that the Company determines is qualified (a “Qualified Domestic Relations Order”). For this purpose, a Qualified Domestic Relations Order means a judgment, decree, or order (including the approval of a settlement agreement) which is:

(a)           issued pursuant to a State’s domestic relations law;

(b)           relates to the provision of child support, alimony payments or marital property rights to a spouse, former spouse, child or other dependent of the Participant;

(c)           creates or recognizes the right of a spouse, former spouse, child or other dependent of the Participant to receive all or a portion of the Participant’s benefits under the Plan;

(d)           provides for payment in an immediate lump sum as soon as practicable after the Company determines that a Qualified Domestic Relations Order exists; and

(e)           meets such other requirements established by the Company.

The Company shall determine whether any document received by it is a Qualified Domestic Relations Order.  In making this determination, the Company may consider the rules applicable to “domestic relations orders” under Code section 414(p) and ERISA section 206(d), and such other rules and procedures as it deems relevant.  If an order is determined to be a Qualified Domestic Relations Order, the amount to which the other person is entitled under the Order shall be paid in a single lump-sum payment as soon as practicable after such determination.