Hewlett-Packard (HPQ)

Michael J. Winkler Agreement

        On October 4, 2004, HP entered into an employment agreement with Mr. Winkler that provided for an annual base salary of $775,000 effective August 15, 2004, a target bonus opportunity under the Executive Pay-for-Results Plan of 125% of base salary, a $1,000,000 retention bonus paid out at the end of May 2005, additional bonuses of $250,000 per quarter for every quarter that Mr. Winkler stayed after May 1, 2005 until April 30, 2006, a guaranteed payout under the 2003-2006 LTPC Program at target (or higher if HP exceeds target during the performance period that Mr. Winkler was an active employee), a guaranteed payout of 50% of target for the 2004-2007 LTPC Program, and an additional payment of $429,343 pursuant to the 2004-2007 LTPC Program for every six-month period that he stayed after May 1, 2005 until April 30, 2006.

        Mr. Winkler retired on November 7, 2005. He left his position as Executive Vice President of HP's Customer Solutions Group in July and was on an unpaid leave of absence until his retirement, at which time Mr. Winkler was entitled to exercise vested stock options that he received from Compaq for the life of the options and was eligible to participate in the retiree medical program. He received HP's standard retirement benefits and the benefits described in his October 4, 2004 employment agreement, including the guaranteed bonuses under the LTPC Program of $2,958,685, which will be paid as soon as possible after May 6, 2006.