I. PURPOSE

The purpose of this 1990 Incentive Stock Plan (the “Plan”) of Hewlett-Packard Company (the “Company”) is to encourage ownership in the Company by key personnel whose long-term employment is considered essential to the Company’s continued progress and thus to provide them with a further incentive to continue in the employ of the Company or its subsidiaries or affiliates. (The Company and all such subsidiaries are collectively referred to hereinafter as the “Participating Companies.”)

        I.    Purpose

        The purpose of the Nominating and Governance Committee (the "Committee") of the Board of Directors (the "Board") of Hewlett-Packard Company ("HP") is:

        1.     To recommend to the Board candidates to be nominated for election as directors by shareholders at HP's annual meeting, consistent with HP's Board Composition Guidelines;

        2.     To develop HP's Corporate Governance Guidelines for approval by the Board, and to review regularly and recommend updates to the Corporate Governance Guidelines, as appropriate;

        3.     To oversee the organization of the Board to discharge the Board's duties and responsibilities properly and effectively, including oversight with the Chairman of the Board of the annual evaluation of the Board and its committees;

        4.     To see that proper attention is given, and effective responses are made, to shareholder concerns regarding corporate governance; and

        5.     To perform such other duties and responsibilities as are enumerated in and consistent with this charter.

I.              Purpose

The purpose of this amended and restated 1997 Director Stock Plan (the “Plan”) of Hewlett-Packard Company (“HP”) is to encourage ownership in HP by outside directors of HP (each, a “Non-Employee Director,” or collectively, the “Non-Employee Directors”) whose continued services are considered essential to HP’s continued progress and thus to provide them with a further incentive to remain as directors of HP.

I.    Purpose

        The purpose of this amended and restated 1997 Director Stock Plan (the "Plan") of Hewlett-Packard Company (the "Company") is to encourage ownership in the Company by outside directors of the Company (each, a "Non-Employee Director," or collectively, the "Non-Employee Directors") whose continued services are considered essential to the Company's continued progress and thus to provide them with a further incentive to remain as directors of the Company.

        I.    Purpose

        The purpose of the Nominating and Governance Committee (the "Committee") of the Board of Directors (the "Board") of Hewlett-Packard Company ("HP") is:

        1.     To identify individuals qualified to become Board members, consistent with criteria approved by the Board;

        2.     To oversee the organization of the Board to discharge the Board's duties and responsibilities properly and effectively;

        3.     To ensure that proper attention is given, and effective responses are made, to shareowner concerns regarding corporate governance; and

        4.     To perform such other duties and responsibilities as are enumerated in and consistent with this charter.

I.    Purpose

        The purpose of this amended and restated 1997 Director Stock Plan (the "Plan") of Hewlett-Packard Company (the "Company") is to encourage ownership in the Company by outside directors of the Company (each, a "Non-Employee Director," or collectively, the "Non-Employee Directors") whose continued services are considered essential to the Company's continued progress and thus to provide them with a further incentive to remain as directors of the Company.