Hewlett-Packard (HPQ)

WHEREAS, the HR and Compensation Committee of the Board of Directors of the Company or its delegate(s) (the “Committee”) has determined that the Employee’s cash award agreement dated April 16, 2003 (“Agreement”) under the Plan shall be amended as hereinafter set forth;

NOW, THEREFORE, the Agreement is hereby amended as follows:

1.     Section 3(b)(1) shall be amended in its entirety by substituting the following:

(b)  Milestones

(1)  Milestone Periods:  The amount of the Cash Award credited in accordance with paragraph 5 is determined after the end of each prescribed period.  Period 1 shall be the twelve-month period ending on April 30, 2004.  Period 2 shall be the twelve-month period ending on April 30, 2005.  Period 3 shall be the six-month period ending on October 31, 2005.  Period 4 shall be the six-month period ending on April 30, 2006.

(2) Crediting of Cash Award

•                                  If 100% of the associated milestones are achieved for each of the following periods, then the respective percentage of the Cash Award will be credited in accordance with paragraph 5 below:

•                  Periods 1 and 2 - 33% for each respective period; and

•                  Periods 3 and 4 - 17% for each respective period.

•                                  If 90% of the associated milestones are achieved for each of the following periods, then the respective percentage of the Cash Award will be credited in accordance with paragraph 5 below:

•                  Periods 1 and 2 – 16.5% for each respective period; and

•                  Periods 3 and 4 - 8.5% for each respective period.

•                                  If greater than 90%, but less than 100%, of the associated milestones are achieved at the end of the applicable period, then the following formulae will be used to determine the percentage of the Cash Award that will be credited in accordance with paragraph 5 below (where X is the percentage of the associated milestones are met): (i) (5X-400)*0.33 for Periods 1 and 2, and (ii) (5X-400)*0.17 for Periods 3 and 4.

•                                  If greater than 100% of the associated milestones are achieved at the end of the applicable period, then the following formulae will be used to determine the percentage of the Cash Award that will be credited in accordance with paragraph 5 below (where X is the percentage of the associated milestones are met): (i) ((5/2)X-150)*0.33 for Periods 1 and 2, and (ii) ((5/2)X-150)*0.17 for Periods 3 and 4; provided, however, that such percentage cannot exceed 150%.

•                                  If less than 90% of the associated milestones are achieved, nothing will be credited.

WHEREAS, the HR and Compensation Committee of the Board of Directors of the Company or its delegate(s) (the “Committee”) has determined that the Employee’s cash award agreement dated March 18, 2004 (“Agreement”) under the Plan shall be amended as hereinafter set forth;

NOW, THEREFORE, the Agreement is hereby amended as follows:

1.     Section 3(b)(1) shall be amended in its entirety by substituting the following:

(b)  Milestones

(1)  Milestone Periods:  The amount of the Cash Award credited in accordance with paragraph 5 is determined after the end of each prescribed period.  Period 1 shall be the twelve-month period ending on April 30, 2005.  Period 2 shall be the six-month period ending on October 31, 2005.  Period 3 shall be the twelve-month period ending on October 31, 2006.  Period 4 shall be the six-month period ending on April 30, 2007.

(2)  Crediting of Cash Award

•                                  If 100% of the associated milestones are achieved for each of the following periods, then the respective percentage of the Cash Award will be credited in accordance with paragraph 5 below:

•                  Periods 1 and 3 - 33% for each respective period ; and

•                  Periods 2 and 4 - 17% for each respective period.

•                                  If 90% of the associated milestones are achieved for each of the following periods, then the respective percentage of the Cash Award will be credited in accordance with paragraph 5 below:

•                  Periods 1 and 3 – 16.5% for each respective period; and

•                  Periods 2 and 4 - 8.5% for each respective period.

•                                  If greater than 90%, but less than 100%, of the associated milestones are achieved at the end of the applicable period, then the following formulae will be used to determine the percentage of the Cash Award that will be credited in accordance with paragraph 5 below (where X is the percentage of the associated milestones are met): (i) (5X-400)*0.33 for Periods 1 and 3, and (ii) (5X-400)*0.17 for Periods 2 and 4.

•                                  If greater than 100% of the associated milestones are achieved at the end of the applicable period, then the following formulae will be used to determine the percentage of the Cash Award that will be credited in accordance with paragraph 5 below (where X is the percentage of the associated milestones are met): (i) ((5/2)X-150)*0.33 for Periods 1 and 3, and (ii) ((5/2)X-150)*0.17 for Periods 2 and 4; provided, however, that such percentage cannot exceed 150%.

•                                  If less than 90% of the associated milestones are achieved, nothing will be credited.

The total amount credited at the end of the Restriction Period is the “Conditional Payout”.