Hewlett-Packard (HPQ)

Non-Employee Director Stock Ownership Guidelines

        Under HP's stock ownership guidelines, non-employee directors are required to accumulate within five years of election to the Board shares of HP common stock equal in value to at least five times the amount of their annual cash retainer. Shares counted toward these guidelines include any shares held by the director directly or indirectly, including the vested portion of restricted stock awards and deferred shares.

        All non-employee directors with more than five years of service have met HP's stock ownership guidelines. See "Common Stock Ownership of Certain Beneficial Owners and Management."

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Table of Contents

PROPOSALS TO BE VOTED ON

PROPOSAL NO. 1

Non-Employee Director Stock Ownership Guidelines

        Under HP's stock ownership guidelines, non-employee directors are required to accumulate over time shares of HP common stock equal in value to at least five times the value of their regular annual cash retainer. Shares counted toward these guidelines include any shares held by the director directly or through a broker, including shares received under restricted stock grants and deferred shares.

        All non-employee directors with more than five years of service have met HP's stock ownership guidelines. See "Common Stock Ownership of Certain Beneficial Owners and Management" on page 27.

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Table of Contents

PROPOSALS TO BE VOTED ON

PROPOSAL NO. 1

Non-Employee Director Stock Ownership Guidelines

        Under HP's stock ownership guidelines, non-employee directors are required to accumulate over time shares of HP common stock equal in value to at least three times the value of the regular annual cash and equity retainers. Shares counted toward these guidelines include:

•

any shares held by the director directly or through a broker, including shares received under restricted stock grants;



•

restricted stock; and



•

vested but unexercised stock options (50% of the in-the-money value of such options is used for the calculation).

        All non-employee directors with more than two years of service have met HP's stock ownership guidelines. See "Common Stock Ownership of Certain Beneficial Owners and Management" on page 26.

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PROPOSALS TO BE VOTED ON

PROPOSAL NO. 1