(a)                                  Aggregate Limits.  Subject to the provisions of Section 15 of the Plan, the aggregate number of Shares subject to Awards granted under the Plan is 245,000,000 Shares. The Shares subject to the Plan may be either Shares reacquired by the Company, including Shares purchased in the open market, or authorized but unissued Shares.

(b)                                 Issuance of Shares.  For purposes of Section 3(a), the aggregate number of Shares issued under the Plan at any time shall equal only the number of Shares actually issued upon exercise or settlement of an Award.  If any Shares subject to an Award granted under the Plan are forfeited or such Award is settled in cash or otherwise terminates without the delivery of such Shares, the Shares subject to such Award, to the extent of any such forfeiture, settlement or termination, shall again be available for grant under the Plan.  Notwithstanding the foregoing, Shares subject to an Award under the Plan may not again be made available for issuance under the Plan if such Shares are: (i) Shares delivered to or withheld by the Company to pay the exercise price of an Option, (ii) Shares delivered to or withheld by the Company to pay the withholding taxes related to an Award, or (iii) Shares repurchased by the Company on the open market with the proceeds of an Award paid to the Company by or on behalf of the Participant.

(c)                                   Code Section 162(m) and 422 Limits.  Subject to the provisions of Section 15 of the Plan, the aggregate number of Shares subject to Awards granted under this Plan during any calendar year to any one Awardee shall not exceed 1,500,000, except that in connection with his or her initial service, an Awardee may be granted Awards covering up to an additional 1,500,000 Shares. Subject to the provisions of Section 15 of the Plan, the aggregate number of Shares that may be subject to all Incentive Stock Options granted under the Plan is 245,000,000 Shares. Notwithstanding anything to the contrary in the Plan, the limitations set forth in this Section 3(c) shall be subject to adjustment under Section 15(a) of the Plan only to the extent that such adjustment will not affect the status of any Award intended to qualify as “performance based compensation” under Code Section 162(m) or the ability to grant or the qualification of Incentive Stock Options under the Plan.

3.     STOCK SUBJECT TO THE PLAN.

        Subject to the provisions of Section 14 and Section 6(d) of the Plan, the maximum aggregate number of Shares that may be issued under the Plan is 250,000,000 Shares. The Shares may be authorized, but unissued, or reacquired Common Stock. Preferred stock may be issued in lieu of Common Stock for Awards.

        If an Award expires or becomes unexercisable without having been exercised in full, the unpurchased Shares which were subject thereto, if any, shall become available for future grant or sale under the Plan (unless the Plan has terminated). Shares of Restricted Stock that are either forfeited or repurchased by the Company at their original purchase price shall become available for future grant or sale under the Plan. Shares underlying a forfeited Stock Unit Award shall become available for future grant or sale under the Plan. Shares that are tendered, whether by physical delivery or by attestation, to the Company by the Awardee as full or partial payment of the exercise price of any Award or in payment of any applicable withholding for federal, state, city, local or foreign taxes incurred in connection with any Award shall become available for future grant or sale under the Plan; provided, however, that the total number of Shares so tendered from which Incentive Stock Options may be granted shall not exceed 250,000,000.

3.     STOCK SUBJECT TO THE PLAN.

        Subject to the provisions of Section 14 and Section 6(d) of the Plan, the maximum aggregate number of Shares that may be issued under the Plan is
250,000,000 Shares. The Shares may be authorized, but unissued, or reacquired Common Stock. Preferred stock may be issued in lieu of Common Stock for Awards.

        If
an Award expires or becomes unexercisable without having been exercised in full, the unpurchased Shares which were subject thereto, if any, shall become available for future grant or
sale under the Plan (unless the Plan has terminated). Shares of Restricted Stock that are either forfeited or repurchased by the Company at their original purchase price shall become available for
future grant or sale under the Plan. Shares underlying a forfeited Stock Unit Award shall become available for future grant or sale under the Plan. Shares that are tendered, whether by physical
delivery or by attestation, to the Company by the Awardee as full or partial payment of the exercise price of any Award or in payment of any applicable withholding for federal, state, city, local or
foreign taxes incurred in connection with any Award shall become available for future grant or sale under the Plan; provided, however, that the total number of Shares so tendered from which Incentive
Stock Options may be granted shall not exceed 250,000,000.

IV. STOCK SUBJECT TO THE PLAN

The maximum number of shares which may be optioned or awarded under the Plan shall be 128,000,000 shares of the Company’s $0.01 par value Common Stock. In any fiscal year, no individual may be granted stock awards or stock options exceeding 1,000,000 shares or five percent of all shares optioned or awarded that year, whichever is less. If a class of Preferred Stock is created and authorized by the Company’s Certificate of Amendment to the Certificate of Incorporation, Preferred Stock may be used in lieu of Common Stock for Plan grants. The limitation on the number of shares which may be optioned or awarded under the Plan shall be subject to adjustment as provided in Section XX of the Plan.

The grant of a stock award not pursuant to an option under the Plan (“Stock Award”) shall be subject to such restrictions as the Committee shall determine to be appropriate, including but not limited to restrictions on resale, repurchase provisions, special vesting requirements or forfeiture provisions. The grant and exercise of a stock option shall be subject to such restrictions as the Committee may determine to be appropriate in accordance with Section VI of the Plan.

If any outstanding option under the Plan for any reason expires or is terminated without having been exercised in full, or if any Stock Awards are forfeited, the forfeited shares or shares allocable to the unexercised portion of such option shall again become available for grant pursuant to the Plan.

3. STOCK SUBJECT TO THE PLAN.

Subject to the provisions of Section 14 and Section  6(d) of the Plan, the maximum aggregate number of Shares that may be issued under the Plan is 250,000,000 Shares. The Shares may be authorized, but unissued, or reacquired Common Stock. Preferred stock may be issued in lieu of Common Stock for Awards.

If an Award expires or becomes unexercisable without having been exercised in full, the unpurchased Shares which were subject thereto, if any, shall become available for future grant or sale under the Plan (unless the Plan has terminated). Shares of Restricted Stock that are either forfeited or repurchased by the Company at their original purchase price shall become available for future grant or sale under the Plan. Shares that are tendered, whether by physical delivery or by attestation, to the Company by the Awardee as full or partial payment of the exercise price of any Award or in payment of any applicable withholding for federal, state, city, local or foreign taxes incurred in connection with the exercise of any Award shall become available for future grant or sale under the Plan; provided, however, that the total number of Shares so tendered from which Incentive Stock Options may be granted shall not exceed 250,000,000.

IV.           Stock Subject to the Plan

The maximum number of shares of HP’s $0.01 par value Common Stock (“Common Stock”) which may be issued under the Plan shall be Two Million (2,000,000). The limitation on the number of shares which may be issued under the Plan shall be subject to adjustment as provided in Section X of the Plan.

If any outstanding option under the Plan for any reason expires or is terminated without having been exercised in full, the shares allocable to the unexercised portion of such option shall again become available for grant pursuant to the Plan.

PART 2.  TERMS OF THE PLAN

IV.    Stock Subject to the Plan

        The maximum number of shares of the Company's $0.01 par value Common Stock ("Common Stock") which may be issued under the Plan shall be Two Million (2,000,000). The limitation on the number of shares which may be issued under the Plan shall be subject to adjustment as provided in Section X of the Plan.

        If any outstanding option under the Plan for any reason expires or is terminated without having been exercised in full, the shares allocable to the unexercised portion of such option shall again become available for grant pursuant to the Plan.

PART 2. TERMS OF THE PLAN

IV.    Stock Subject to the Plan

        The maximum number of shares of the Company's $0.01 par value Common Stock ("Common Stock") which may be issued under the Plan shall be Four Million (4,000,000). The limitation on the number of shares which may be issued under the Plan shall be subject to adjustment as provided in Section X of the Plan.

        If any outstanding option under the Plan for any reason expires or is terminated without having been exercised in full, the shares allocable to the unexercised portion of such option shall again become available for grant pursuant to the Plan.

PART 2. TERMS OF THE PLAN