Hewlett-Packard (HPQ)

HP Retirement Arrangements

        Upon retirement on or after age 55 with at least 15 years of service, HP employees in the United States receive full vesting of options granted under HP common stock plans with a three-year post-termination exercise period. Restricted stock and restricted stock units continue to vest in

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accordance with their normal vesting schedule, subject to certain post-employment restrictions. Awards under the PRU Program and the LTPC Program, if any, are paid on a prorated basis to participants, and bonuses, if any, under the PfR Plan may be paid in prorated amounts in the discretion of management. In accordance with Section 409A of the Code, certain amounts payable upon retirement of (or other termination by) the NEOs and other key employees will not be paid out for at least six months following termination of employment. None of the NEOs was eligible to retire as of October 31, 2008.

        HP sponsors two retiree medical programs for which U.S. employees, including the NEOs, are eligible. The first, the HP Pre-2003 Retiree Medical Plan, is a retiree medical program that provides subsidized coverage for eligible participants, with subsidies determined based upon years of qualifying HP service. Eligibility for this program requires that participants have been employed by HP before January 1, 2003, have had 62 age-plus-service "points" as of December 31, 2005, have been within five years of qualifying for retirement as of May 31, 2007, and retire from HP on or after age 55 with at least 15 years of service. Mr. Joshi may be eligible for this program in the future if he terminates his HP employment after reaching age 55. None of the other NEOs is eligible for this subsidized retiree medical plan.

        The other retiree medical program sponsored by HP, the HP Retiree Medical Plan, is a plan that provides retirees with access to coverage at group rates only, with no direct subsidy provided by HP. In addition, certain current employees participate in the HP Retirement Medical Savings Account Plan (the "RMSA"), under which participants receive HP credits of $1,200 per year, beginning at age 45, up to a maximum of $12,000; these credits can be used to cover the cost of such retiree medical coverage (or other qualifying medical expenses) if the employee retires from HP on or after age 55 with at least 10 years of qualifying service. All of the NEOs other than Mr. Joshi could be eligible for the HP Retiree Medical Plan and the employer credits accumulated under the RMSA if they retire from HP on and after age 55 with at least 10 years of qualifying service.

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EQUITY COMPENSATION PLAN INFORMATION

        The following table summarizes our equity compensation plan information as of October 31, 2008. Information is included for equity compensation plans approved by HP stockholders and equity compensation plans not approved by HP stockholders.

(1)

This column does not reflect options assumed in acquisitions where the plans governing the options will not be used for future awards. As of October 31, 2008, individual options to purchase a total of 22,120,724 shares were outstanding pursuant to options assumed in connection with acquisitions and granted under such plans at a weighted average exercise price of $23.5157. In addition, in connection with the acquisition of Compaq Computer Corporation ("Compaq"), HP also assumed stock options granted to former Compaq directors in April 1999 to purchase 189,750 shares of HP common stock at a price of $35.97, of which options to purchase 126,500 shares remained outstanding as of October 31, 2008, and 189,750 shares of HP common stock at a price of $37.46, all of which options remained outstanding as of October 31, 2008. These options were not issued under any of the plans assumed in connection with the Compaq acquisition and are not reflected in this column.

(2)

This column does not reflect the exercise price of shares underlying the assumed options referred to in footnote (1) to this table or the purchase price of shares to be purchased pursuant to the Share Ownership Plan or the HP Employee Stock Purchase Plan (the "ESPP").

(3)

Represents options to purchase shares outstanding under the HP 2004 Stock Incentive Plan (the "2004 Plan"), the HP 2000 Stock Plan (the "2000 Plan"), the HP 1995 Incentive Stock Plan, the HP 1990 Incentive Stock Plan and the HP 1997 Director Stock Plan.

(4)

Represents 46,484,846 shares available for future issuance under the 2004 Plan, 23,884,097 shares available for issuance under the 2000 Plan, 43,194,076 shares available for issuance under the Share Ownership Plan, 2,725,611 shares available for issuance under the ESPP and 1,366,380 shares available for issuance under the HP Service Anniversary Award Plan. The balance is available for option grants under our other stockholder-approved equity compensation plans.

(5)

In addition to options, the 2004 Plan and the 2000 Plan provide for the award of cash and stock. The 2004 Plan provides for a maximum of 100,000,000 shares for stock awards, of which 16,720,668 shares have been issued. Although 83,279,332 shares remain available for such stock awards under the terms of the plan, that amount exceeds the 46,484,846 shares available for all types of awards under the plan. Therefore, up to 46,484,846 shares remain available for stock awards. The 2000 Plan provides for a maximum of 20,000,000 shares for stock awards, and 13,439,020 shares remain available for such stock awards.

(6)

HP has assumed and intends to continue issuing awards in accordance with applicable NYSE listing standards under the following plans, which have not been approved by HP stockholders but which were approved by Compaq stockholders: the Compaq 1989 Equity Incentive Plan, the Compaq 1995 Equity Incentive Plan, the Compaq 1998 Stock Option Plan and the Compaq 2001 Stock Option Plan. HP also has assumed and intends to continue issuing awards in accordance with applicable NYSE listing standards under the Amended and Restated 2003 Incentive Plan of Electronic Data Systems Corporation ("EDS"), which has not been approved by HP stockholders but which was approved by EDS stockholders. All options issued under these plans are reflected in this column and the weighted-average exercise price of those options is included in column (b).

(7)

Includes stock appreciation rights with respect to 461,034 shares of HP common stock assumed in connection with the Compaq acquisition.

(8)

Represents an aggregate of 73,147,371 shares available for option grants under the plans assumed in connection with the Compaq acquisition and the EDS acquisition identified in footnote (6) to this table.

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HP Retirement Arrangements

        Upon retirement on or after age 55 with at least 15 years of service, HP employees in the United States receive full vesting of options granted under HP common stock plans with a three-year post-retirement exercise period. Restricted stock continues to vest in accordance with its normal vesting schedule, subject to certain post-employment restrictions. Targeted cash amounts, if any, are paid on a prorated basis to participants in the LTPC Program, and bonuses, if any, under the PfR Plan are also paid in prorated amounts. In accordance with Section 409A of the Code, certain amounts payable upon retirement of (or other termination by) the NEOs and other key employees will not be paid out for at least six months following termination of employment. None of the current NEOs was eligible to retire as of October 31, 2007.

        HP sponsors two retiree medical programs for which U.S. employees, including the NEOs, are eligible. The first, the HP Pre-2003 Retiree Medical Plan, is a retiree medical program that provides subsidized coverage for eligible participants, with subsidies determined based upon years of qualifying HP service. Eligibility for this program requires that participants have been employed by HP before January 1, 2003, have had 62 age-plus-service "points" as of December 31, 2005, have been within five years of qualifying for retirement as of May 31, 2007, and retire from HP on or after age 55 with at least 15 years of service. Mr. Wayman is covered by this program now, and Mr. Joshi may be eligible for this program in the future if he terminates his HP employment after reaching age 55. None of the other NEOs is eligible for this subsidized retiree medical plan.

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        The other retiree medical program sponsored by HP, the HP Retiree Medical Plan, is a plan that provides retirees with access to group coverage at group rates only, with no direct subsidy provided by HP. In addition, certain current employees participate in the HP Retirement Medical Savings Account Plan (the "RMSA"), under which participants receive HP credits of $1,200 per year, beginning at age 45, up to a maximum of $12,000; these credits can be used to cover the cost of such retiree medical coverage (or other qualifying medical expenses) if the employee retires from HP on or after age 55 with at least 10 years of qualifying service. All of the NEOs other than Mr. Joshi could be eligible for the HP Retiree Medical Plan and the employer credits accumulated under the RMSA if they retire from HP on and after age 55 with at least 10 years of qualifying service.

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EQUITY COMPENSATION PLAN INFORMATION

        The following table summarizes our equity compensation plan information as of October 31, 2007. Information is included for equity compensation plans approved by HP stockholders and equity compensation plans not approved by HP stockholders.

(1)

This column does not reflect options assumed in acquisitions where the plans governing the options will not be used for future awards. As of October 31, 2007, individual options to purchase a total of 8,229,317 shares were outstanding pursuant to options assumed in connection with acquisitions and granted under such plans at a weighted average exercise price of $27.9278. In addition, in connection with the Compaq acquisition, HP also assumed stock options to purchase 189,750 shares of HP common stock at a price of $35.97 and 189,750 shares of HP common stock at a price of $37.46 granted to former Compaq directors in April 1999. These options were not issued under any of the plans assumed in connection with the Compaq acquisition and are not reflected in this column.

(2)

This column does not reflect the exercise price of shares underlying the assumed options referred to in footnote (1) to this table or the purchase price of shares to be purchased pursuant to the Share Ownership Plan or the HP Employee Stock Purchase Plan (the "ESPP").

(3)

Represents options to purchase shares outstanding under the HP 2004 Stock Incentive Plan (the "2004 Plan"), the HP 2000 Stock Plan (the "2000 Plan"), the HP 1995 Incentive Stock Plan, the HP 1990 Incentive Stock Plan and the HP 1997 Director Stock Plan.

(4)

Represents 59,582,736 shares available for future issuance under the 2004 Plan, 20,877,662 shares available for issuance under the 2000 Plan, 51,838,873 shares available for issuance under the Share Ownership Plan, 2,725,611 shares available for issuance under the ESPP and 1,366,380 shares available for issuance under the HP Service Anniversary Award Plan. The balance is available for option grants under our other stockholder approved equity compensation plans.

(5)

In addition to options, the 2004 Plan and the 2000 Plan provide for the award of cash and stock. The 2004 Plan provides for a maximum of 100,000,000 shares for stock awards, of which 6,490,464 shares are subject to outstanding stock awards. Although 93,509,536 shares remain available for such stock awards under the terms of the plan, that amount exceeds the 59,582,736 shares available for all types of awards under the plan. Therefore, up to 59,582,736 shares remain available for stock awards. The 2000 Plan provides for a maximum of 20,000,000 shares for stock awards, and 13,446,076 shares remain available for such stock awards.

(6)

HP has assumed and intends to continue issuing awards in accordance with applicable stock exchange listing standards under the following plans, which have not been approved by HP stockholders but which were approved by Compaq stockholders: the Compaq 1989 Equity Incentive Plan, the Compaq 1995 Equity Incentive Plan, the Compaq 1998 Stock Option Plan and the Compaq 2001 Stock Option Plan. All options issued under these plans are reflected in this column and the weighted-average exercise price of those options is included in column (b).

(7)

The table does not include 83,202 shares of HP common stock that may be distributed to participants under the HP Executive Deferred Compensation Plan (the "EDCP"). While the EDCP does not provide a stock fund as a current hypothetical investment option, this plan includes a frozen stock fund investment option that was offered under the Compaq Deferred Compensation and Supplemental Savings Plan; the plans were merged effective January 1, 2004. Participants are no longer allowed to invest in additional shares of HP common stock under this plan. These shares are not included in calculating the weighted-average exercise price set forth in column (b).

(8)

Includes stock appreciation rights with respect to 546,889 shares of HP common stock assumed in connection with the Compaq acquisition.

(9)

Represents the 45,312,412 shares available for option grants under the plans assumed in connection with the Compaq acquisition identified in footnote (6) to this table.

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HP Retirement Arrangements

        Upon retirement, all HP employees, including the named executive officers, generally receive full vesting of options granted under HP common stock plans with a three-year post-retirement exercise period. Restricted stock continues to vest in accordance with its normal vesting schedule, subject to certain restrictions. Targeted cash amounts, if any, are paid at a prorated rate to participants in the LTPC Program, and bonuses, if any, under the PfR Plan are also paid at a prorated rate. In accordance with Section 409A of the Code, certain amounts payable upon retirement to named executive officers and other key employees will not be paid out for at least six months following termination of employment.

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PENSION PLAN

        The following table shows the estimated annual pension benefits accrued through the end of fiscal 2006 and payable upon attainment of age 65 to HP employees in the United States under the Hewlett-Packard Company Retirement Plan (the "Retirement Plan") and the Hewlett-Packard Company Excess Benefit Retirement Plan (the "EBP").