Hewlett-Packard (HPQ)

ARTICLE IV: MATCH ON DEFERRALS

4.1           HP Matching Contributions. At the end of each Plan Year beginning with the 2006 Plan Year, HP shall credit a Match Eligible Employee’s Account with HP Matching Contributions. The HP Matching Contributions shall be a dollar-for-dollar match of the Match Eligible Employee’s deferral of Actual Pay for the Plan Year; provided that the maximum amount of such deferrals eligible for matching shall be limited to six percent (6%) of the Match Eligible Employee’s Actual Pay that exceeds the Code Section 401(a)(17) Limit. Notwithstanding the foregoing, the maximum amount of HP Matching Contributions for a Plan Year for a Match Eligible Employee shall be equal to six percent (6%) of the Code Section 401(a)(17) Limit for the Plan Year.

4.2           Crediting of HP Matching Contributions. HP Matching Contributions for a Plan Year shall be credited to the Accounts of Match Eligible Employees as soon as administratively practicable after the end of the Plan Year. The Account of a Participant shall be credited with HP Matching Contributions for a Plan Year only if such Participant has not terminated employment with HP and its

5

Affiliates prior to the end of the Plan Year, unless such termination is due to death, disability or is after Participant’s Retirement Date.

4.3           Vesting of HP Matching Contributions.

(a)           Vesting Schedule. A Participant’s interest in HP Matching Contributions shall vest as follows:

(i)            For Participants who were hired by HP or an Affiliate prior to January 1, 2006, the Participant will be fully vested in HP Matching Contributions credited to such Participant’s Account.

(ii)           For Participants who were hired by HP or its Affiliates on or after January 1, 2006, the Participant will be vested in HP Matching Contributions credited to such Participant’s Account when such Participant would be vested in HP Matching Contributions credited to his or her account under the Hewlett-Packard Company 401(k) Plan. Notwithstanding the foregoing, a Participant will be fully vested in HP Matching Contributions credited to his or her Account if Participant’s employment with HP and its Affiliates is terminated due to death or disability, or after Participant has reached his or her Retirement Date.

(b)             Forfeiture of HP Matching Contributions. Except as otherwise provided above, upon termination of employment with HP and its Affiliates, a Participant shall forfeit the nonvested portion of his or her Account and applicable earnings thereon.

MATCH ON DEFERRALS

4.1           HP Matching Contributions.  At the end of each Plan Year beginning with the 2006 Plan Year, HP shall credit a Match Eligible Employee’s Account with HP Matching Contributions.  The HP Matching Contributions shall be a dollar-for-dollar match of the Match Eligible Employee’s deferral of Actual Pay for the Plan Year; provided that the maximum amount of such deferrals eligible for matching shall be limited to six percent (6%) of the Match Eligible Employee’s Actual Pay that exceeds the Code Section 401(a)(17) Limit.  Notwithstanding the foregoing, the maximum amount of HP Matching Contributions for a Plan Year for a Match Eligible Employee shall be equal to six percent (6%) of the Code Section 401(a)(17) Limit for the Plan Year.

4.2           Crediting of HP Matching Contributions.  HP Matching Contributions for a Plan Year shall be credited to the Accounts of Match Eligible Employees as soon as administratively practicable after the end of the Plan Year.  The Account of a Participant shall be credited with HP Matching Contributions for a Plan Year only if such Participant has not terminated employment with HP and its Affiliates prior to the end of the Plan Year, unless such termination is due to death, disability or is after Participant’s Retirement Date.

4.3           Vesting of HP Matching Contributions.

(a)           Vesting Schedule.  A Participant’s interest in HP Matching Contributions shall vest as follows:

(i)            For Participants who were hired by HP or an Affiliate prior to January 1, 2006, the Participant will be fully vested in HP Matching Contributions credited to such Participant’s Account.

(ii)           For Participants who were hired by HP or its Affiliates on or after January 1, 2006, the Participant will be vested in HP Matching Contributions credited to such Participant’s Account when such Participant would be vested in HP Matching Contributions credited to his or her account under the Hewlett-Packard

6