Hewlett-Packard (HPQ)

ARTICLE V: INVESTMENT OPTIONS, EARNINGS CREDITED AND DISTRIBUTION
OF ACCOUNT BALANCE

5.1           Investment Options and Earnings

(a)           Investment Options and Procedures. HP shall select the Investment Options to be available under the Plan, and shall specify procedures by which a Participant may make an election as to the deemed investment of amounts credited to his Accounts among the Investment Options, as well as the procedures by which a Participant may change his investment selection. Nothing in this Plan, however, will require HP to invest any amounts in such Investment Options or otherwise.

(b)           Earnings. HP shall periodically credit gains, losses and earnings to a Participant’s Account, until the full balance of the Account has been distributed. Amounts shall be credited to a Participant’s Account under this Section based on the results that would have been achieved had amounts credited to the Account been invested as soon as practicable after crediting into the Investment Options selected by the Participant.

Any portion of an Incentive Award that qualifies as “performance-based compensation” under Code section 162(m) and is deferred under the Plan by a Participant who qualifies as a “covered employee” under Code section 162(m) shall be credited with earnings and otherwise administered in a manner so that the ultimate payment(s) of the deferred amount remains so qualified.

6

5.2           Time and Form of Payment Elections

(a)           The Deferral Form. Each Deferral Form shall specify the date on which payment of the aggregate of the deferred amount and any HP Matching Contributions for the Plan Year (and earnings thereon) is to commence. Such payment date shall be at least three (3) years after the Plan Year in which the deferrals are being made. Each Deferral Form shall also specify the form for payment of the deferred amount and any HP Matching Contributions for the Plan Year (and earnings thereon). A Participant may elect payment in the form of a single lump sum payment or annual installment payments for a period of not less than two (2) but no more than fifteen (15) years. Annual installment payments will be paid once a year beginning on the date specified on the applicable Deferral Form or as otherwise provided herein.

(i)            Default Elections. If a Participant fails to specify the date on which payment of the deferred amount and any HP Matching Contributions for the Plan Year (and earnings thereon) is to commence, then Participant will be deemed to have elected distribution at Participant’s Termination Date, subject to Sections 5.3 or 5.4 below. If a Participant fails to make an effective payment form designation on a Deferral Form, the amount deferred and any HP Matching Contributions for the Plan Year (and earnings thereon) under such Deferral Form will be distributed in a single lump sum in the year elected.

(b)           Payment shall be made in January of the year that a Participant elects for a distribution.

(c)           A Participant may also elect on a Deferral Form that payments of that Plan Year’s deferrals and any HP Matching Contributions (and earnings thereon) shall be paid in the month following the month in which Participant’s Termination Date occurs (in the case of installment payments, the first installment shall be paid in the January following Participant’s Termination Date, and subsequent installments shall be made each January thereafter), if Participant’s Termination Date is after his Retirement Date or Participant is an Outside Director.

(d)           Except for Participants who are Outside Directors, if a Participant’s, Termination Date precedes his or her Retirement Date, such Participant shall be deemed to have elected on each Deferral Form that such Plan Year’s deferrals and any HP Matching Contributions (and earnings thereon) shall be paid in a single lump sum in the month following the month in which the Participant Terminates Employment, subject to Section 5.3 below.

5.3           Automatic Distributions. Notwithstanding any payment elections made on Deferral Forms and Section 5.2:

(a)           Distribution to Key Employees. Distributions may not commence to a Key Employee upon a Termination of Employment before the date which is six months after the date of the Key Employee’s Termination of Employment. If distributions are to be paid in a lump sum, such lump sum payment shall be distributed in the seventh month after the Termination of Employment. If distributions are to be paid in installments and the first installment is payable during this six-month period, such installment shall be distributed in the seventh month after the Termination of Employment.

7

(b)           Distributions Upon Death. If a Participant dies before full distribution of his Account balance, any balance shall be distributed in a lump sum payment to the Participant’s Beneficiary in the month following the month in which the Participant’s death occurs.

5.4           Withdrawals for Unforeseeable Emergency. Upon approval by the Plan Committee, a Participant may withdraw all or any portion of his vested Account balance for an Unforeseeable Emergency. The amounts distributed with respect to an Unforeseeable Emergency may not exceed the amounts necessary to satisfy such Unforeseeable Emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship) or by cessation of deferrals under this Plan. “Unforeseeable Emergency” means for this purpose a severe financial hardship to a Participant resulting from an illness or accident of the Participant, the Participant’s spouse, or a dependent (as defined in Code section 152(a)) of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.

Notwithstanding Section 3.1, if the Plan Committee approves a distribution, or the Committee approves this decision upon appeal, under this Section, the Participant’s deferrals under the Plan shall cease. The Participant will be allowed to enroll if eligible at the beginning of the next enrollment period following six (6) months after the date of distribution.

5.5           Effect of Taxation. If the Internal Revenue Service or a court of competent jurisdiction determines that Plan benefits are includible in the gross income of a Participant under Code section 409A prior to actual receipt of the benefits, HP shall immediately distribute the benefits found to be so includible to the Participant.

INVESTMENT OPTIONS, EARNINGS CREDITED AND DISTRIBUTION OF ACCOUNT BALANCE

5.1           Investment Options and Earnings

(a)           Investment Options and Procedures.  HP shall select the Investment Options to be available under the Plan, and shall specify procedures by which a Participant may make an election as to the deemed investment of amounts credited to his Accounts among the Investment Options, as well as the procedures by which a Participant may change his investment selection.  Nothing in this Plan, however, will require HP to invest any amounts in such Investment Options or otherwise.

(b)           Earnings.  HP shall periodically credit gains, losses and earnings to a Participant’s Account, until the full balance of the Account has been distributed.  Amounts shall be credited to a Participant’s Account under this Section based on the results that would have been achieved had amounts credited to the Account been invested as soon as practicable after crediting into the Investment Options selected by the Participant.

Any portion of an Incentive Award that qualifies as “performance-based compensation” under Code section 162(m) and is deferred under the Plan by a Participant who qualifies as a “covered employee” under Code section 162(m) shall be credited with earnings and otherwise administered in a manner so that the ultimate payment(s) of the deferred amount remains so qualified.

5.2           Time and Form of Payment Elections

(a)           The Deferral Form.  Each Deferral Form shall specify the date on which payment of the aggregate of the deferred amount and any HP Matching Contributions for the Plan Year (and earnings thereon) is to commence.  Such payment date shall be at least three (3) years after the Plan Year in which the deferrals are being made.  Each Deferral Form shall also specify the form for payment of the deferred amount and any HP

7