Hewlett-Packard (HPQ)

3.             Price of Options. The exercise price of the option will be the Fair Market Value of the Common Stock on the date of grant.

4.             Exercise of Options. Options may be exercised only by written notice to HP at its head office accompanied by payment in cash of the full consideration for the shares as to which they are exercised.

5.             Period of Option. The Committee shall have the discretion to determine the exercisability of Shares subject to the option; provided, however, that no option shall be exercisable after the expiration of ten (10) years from the date upon which such option is granted.  If the Committee does not expressly exercise its discretion to change the exercisability of the options for a Plan Year, then the exercisability of such options shall be the same as the last Plan Year in which the Committee expressly exercised its discretion.

6.             Exercise by Representative Following Death of Director. A Non-Employee Director, by written notice to HP, may designate one or more persons (and from time to time change such designation) including his legal representative, who, by reason of his death, shall acquire the right to exercise all or a portion of the option. If the person or persons so designated wish to exercise any portion of the option, they must do so within the term of the option as provided in Section VII.C.5. Any exercise by a representative shall be subject to the provisions of this Plan.

7.             Options Nontransferable. Each option granted under the Plan by its terms shall not be transferable by the optionee otherwise than by will, or by the laws of descent and distribution, and shall be exercised during the lifetime of the optionee only by him. No option or interest therein may be transferred, assigned, pledged or hypothecated by the optionee during his lifetime, whether by operation of law or otherwise, or be made subject to execution, attachment or similar process.