Hewlett-Packard (HPQ)

        III.    Procedures

        1.  Number of Meetings.  The Committee convenes at least four times each year, with additional meetings as appropriate.

        2.  Agenda.  The Chairman of the Committee establishes its agenda, with input from management, staff, the Chairman of the Board and other directors on the Committee and the Board as appropriate.

        3.  Executive Sessions.  As appropriate, the Committee may meet in executive sessions.

        4.  Delegation of Authority.  

        a.     The Committee may create a subcommittee of the Committee consisting of one or more directors on the Committee and may delegate any of its duties and responsibilities to such subcommittee, unless otherwise prohibited by applicable laws or listing standards.

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        b.     The Committee may delegate any of its duties and responsibilities to one or more directors on the Committee, another director or other persons, unless otherwise prohibited by applicable laws or listing standards.

        c.     Any subcommittee, director or other person will provide a written or oral report to the Committee regarding any activities undertaken pursuant to such delegation.

        d.     The Committee may terminate any such subcommittee and revoke any such delegation at any time.

        5.  Authority to Retain Advisors.  In the course of its duties, the Committee has sole authority, at HP's expense, to engage and terminate consultants or search firms, as the Committee deems advisable, and to identify director candidates, including the sole authority to approve the consultant or search firm's fees and other retention terms. The Committee also has the sole authority, at HP's expense, to engage and terminate other advisors as the Committee deems appropriate to carry out its duties, including the sole authority to approve such other advisor's fees and any other retention terms.

        6.  Charter Review.  The Committee annually reviews and reassesses the adequacy of this charter and submits any recommended changes to the charter to the Board for approval.

        7.  Performance Review.  The Committee annually undertakes an evaluation assessing its performance with respect to its purposes and its duties and tasks set forth in this charter, and reports the results of such evaluation to the Board.

        8.  Reporting to the Board.  The Committee reports regularly to the Board with respect to the Committee's activities.