Executive Deferred Compensation Plan - Hewlett-Packard Co.


 
                            HEWLETT-PACKARD COMPANY
                      EXECUTIVE DEFERRED COMPENSATION PLAN
               (AMENDED AND RESTATED EFFECTIVE NOVEMBER 1, 2000)
 
SECTION 1. ESTABLISHMENT AND PURPOSE OF PLAN.
 
    The Hewlett-Packard Company Executive Deferred Compensation Plan was adopted
and established effective January 1, 1994, and has been amended from time to
time. The Plan provides deferred compensation for a select group of management
or highly compensated employees as established in Title I of ERISA. Effective
November 1, 2000, the Plan is hereby amended and restated.
 
    The Plan is intended to be an unfunded and unsecured deferred compensation
arrangement between the Participant and the Company, in which the Participant
agrees to give up a portion of the Participant's current compensation in
exchange for the Company's unfunded and unsecured promise to make a deferred
payment at a future date, as specified in Section 6. The Company retains the
right, as provided in Section 14, to amend or terminate the Plan at any time.
Certain capitalized words used in the text of the Plan are defined in
Section 21 in alphabetical order.
 
SECTION 2. PARTICIPATION IN THE PLAN.
 
    All Eligible Employees are eligible to defer Base Pay or Bonuses under the
Plan
 
SECTION 3. TIMING AND AMOUNTS OF DEFERRED COMPENSATION.
 
    Eligible Employees shall make elections to participate in the Plan, as
follows:
 
        3.1  BASE PAY DEFERRALS.
 
           3.1.1  TIMING OF BASE PAY DEFERRAL.  With respect to a deferral of
       Base Pay, an election to participate must be made prior to December 16 of
       the calendar year preceding the calendar year with respect to which an
       election to defer Base Pay is made, in accordance with any procedures
       established by the Committee.
 
           3.1.2  AMOUNT OF BASE PAY DEFERRAL.  Once an election is made by an
       Eligible Employee, an annual whole dollar amount will be deferred from
       Base Pay, taken equally over the twenty-four (24) pay periods falling
       within the calendar year to which the election pertains. The minimum
       amount of Base Pay which may be deferred is $6,000 per calendar year. The
       maximum amount of Base Pay which may be deferred each calendar year is
       equal to the amount of Base Pay exceeding the amount defined in Code
       section 401(a)(17), as adjusted by the Secretary of the Treasury under
       Code section 415(d), in effect on January 1 of the calendar year to which
       the deferral election pertains.
 
        3.2  BONUS DEFERRALS.
 
           3.2.1  TIMING OF BONUS DEFERRAL.  Participants must make an election
       to defer an H1 Bonus and/or H2 Bonus before December 16 of the calendar
       year ending within the fiscal year to which the H1 and H2 Bonuses
       pertain, in accordance with any procedures established by the Committee.
       Notwithstanding the foregoing, an election to defer an H2 Bonus may be
       amended or revoked at any time prior to the commencement of the
       Performance Period to which the H2 Bonus relates, in accordance with any
       procedures established by the Committee.
 
           3.2.2  AMOUNT OF BONUS DEFERRAL.  An Eligible Employee may defer any
       portion, up to 95%, of any H1 or H2 Bonus to which he or she may become
       entitled, so long as the deferral
 
                                       1

       amount is expressed in terms of a whole percentage point. Once an
       election is made by an Eligible Employee to defer a portion of a Bonus,
       the appropriate amount will be withheld from the Bonus when the amount of
       the Bonus has been certified by the Committee (with respect to a Bonus
       under the PFR Plans), but not before the Bonus would otherwise have been
       paid to the Participant in cash under the plan from which the Bonus is
       payable.
 
        3.3  EFFECT OF TAXES ON MAXIMUM DEFERRALS.  Notwithstanding any
    provision herein to the contrary, and to the extent consistent with the
    terms of the PFR Plans, the Company may withhold Taxes from any cash payment
    made under such plans, owing as a result of any deferral or payment
    hereunder, as the Company deems appropriate in its sole discretion. If, with
    respect to the pay period within which a deferral, payment or Bonus is made
    under this Plan or other plans from which a Bonus is payable, the
    Participant receives insufficient actual cash compensation to cover such
    Taxes, then the Company may withhold any remaining Taxes owing from the
    Participant's subsequent cash compensation received, until such Tax
    obligation is satisfied, or otherwise make appropriate arrangements with the
    Participant for satisfaction of such obligation.
 
        3.4  COMMITTEE DISCRETION.  Notwithstanding anything in this Section 3
    to the contrary, the Committee shall have the discretion to modify the
    availability and timing of a valid deferral election under this Section 3,
    in any manner it deems appropriate; provided, however, that any alteration
    with respect to a Covered Officer must be consistent with the requirements
    for deductibility of compensation under section 162(m) of the Code.
 
SECTION 4. DEFERRAL ACCOUNTS.
 
        4.1  IN GENERAL.  Amounts deferred pursuant to Section 3 shall be
    credited to a Deferral Account in the name of the Participant. Deferred
    Amounts arising from deferrals of Base Pay shall be credited to a Deferral
    Account at least quarterly. Deferrals resulting from amounts credited to a
    Participant's Deferral Account from the deferral of Bonuses shall be
    credited to a Deferral Account as soon as practicable after the Committee or
    its delegate--as appropriate under, and in accordance with, the terms of the
    plan from which the Bonus is payable--has certified the amount of a Bonus,
    but not before the Bonus would otherwise have been paid to the Participant
    in cash. The Participant's rights in the Deferral Account shall be no
    greater than the rights of any other unsecured general creditor of the
    Company. Deferred Amounts and Earnings thereon invested hereunder shall for
    all purposes be part of the general funds of the Company. Any payout to a
    Participant of amounts credited to a Participant's Deferral Account are not
    due, nor are such amounts ascertainable, until the Payout Commencement Date.
 
        4.2  HEWLETT-PACKARD COMPANY OFFICERS EARLY RETIREMENT PLAN
    DEFERRALS.  A Deferral Account may be created or credited pursuant to the
    termination of the Hewlett-Packard Company Officers Early Retirement (OER)
    Plan, as restated effective October 31, 1999. Except as otherwise provided
    in this Section 4.2, an OER Deferral shall be forfeited in full, if the
    Termination Date of a Rollover Participant for whom the OER Deferral was
    created or credited, occurs prior to April 1, 2001. Notwithstanding the
    foregoing, the OER Deferral of a Rollover Participant shall not be forfeited
    due to his or her Termination Date occurring prior to April 1, 2001, if the
    Rollover Participant has attained the age of 58 on or before March 31, 1999.
 
SECTION 5. EARNINGS ON THE DEFERRAL ACCOUNT.
 
        5.1  CREDITING IN GENERAL.  Amounts in a Participant's Deferral Account
    will be credited at least quarterly with Earnings until such amounts are
    paid out to the Participant under this Plan as set forth in Section 6. All
    Earnings attributable to the Deferral Account shall be added to the
    liability of and retained therein by the Company. Any such addition to the
    liability shall be
 
                                       2

    appropriately reflected on the books and records of the Company and
    identified as an addition to the total sum owing the Participant. The
    Deferral Account of a Rollover Participant shall be credited with Earnings
    at the same time and accounted for in the same manner as the Deferral
    Account of a Participant (regardless of the Rollover Participant's
    eligibility to participate in the Plan), pro-rated to reflect the date on
    which the deferral account from a Rollover Plan is transferred into the
    Plan.
 
        5.2  HYPOTHETICAL INVESTMENT CHOICE.  Except as otherwise provided in
    this Section 5.2, and subject to provisions of Section 4.1, the Committee
    may, in its discretion, offer Participants a choice among various
    hypothetical investments on which their Deferral Accounts may be credited.
    Such a choice is nominal in nature, and grants Participants no real or
    beneficial interest in any specific fund or property. Provision of a choice
    among hypothetical investment options grants the Participant no ability to
    affect the actual aggregate investments the Company may or may not make to
    cover its obligations under the Plan. Any adjustments the Company may make
    in its actual investments for the Plan may only be instigated by the
    Company, and may or may not bear a resemblance to the Participants'
    hypothetical investment choices on an account-by-account basis. The timing,
    allowance and frequency of hypothetical investment choices, and a
    Participant's ability to change how his or her Deferral Account is credited,
    is within the sole discretion of the Committee.
 
        5.3  OER DEFERRAL FUND.  The balanced Fund, referenced in
    Section 21.13.3, with respect to which OER Deferrals are credited, is a
    frozen fund. Participants will not have, among the hypothetical investment
    choices, the right to request that additional Deferral Account balances be
    credited in accordance with the deemed return on investment of this Fund.
    However, Participants may choose to have any or all of the balance of a
    Deferral Account being credited in accordance with the deemed return on
    investment of this Fund, credited instead using any of the hypothetical
    investment choices referenced in Section 5.2.
 
SECTION 6. PAYOUT TO THE PARTICIPANTS.
 
        6.1  TERMINATION AFTER RETIREMENT DATE.  If a Participant's Termination
    Date is on or after his or her Retirement Date and the Participant's
    Deferral Account balance is no less than $15,000 on the Retirement Date, an
    election as to the form and commencement of benefit may be made in
    accordance with this Section 6.1. An election under this section is only
    valid if made before the date which is at least twelve (12) months prior to
    the Participant's Termination Date, and on or before the last day of the
    calendar year preceding the Termination Year.
 
               6.1.1  FORM OF PAYOUT.  A Participant making a valid election
           under this Section 6.1 may elect to receive either (a) a single lump
           sum payout by January 15 of the year following the Termination Year,
           or (b) a payout in annual installments over a five (5) to fifteen
           (15) year period beginning with the January 15 following the
           Termination Year.
 
               6.1.2  COMMENCEMENT OF PAYOUT.  A Participant making a valid
           election under this Section 6.1 may elect to further defer the Payout
           Commencement Date, under either the single lump sum or the annual
           installment election addressed in Section 6.1.1, by an additional one
           (1), two (2) or three (3) years beginning after the January 15
           following the Termination Year.
 
               6.1.3  EARNINGS ON DEFERRAL ACCOUNTS.  Whatever the form of
           payout under Section 6, and whatever the timing of the Payout
           Commencement Date, the Deferral Account of a Participant shall
           continue to be credited with Earnings until all amounts in such an
           account are paid out to the Participant.
 
                                       3

        6.2  DEFAULT FORM AND COMMENCEMENT OF PAYOUT.  If a Participant's
    Termination Date is on or after his or her Retirement Date, a valid election
    under Section 6.1 is not made, and the Participant's Deferral Account
    balance is no less than $15,000 on the Retirement Date, then the Participant
    shall receive his or her payout in annual installments over the fifteen
    (15) year period beginning with the January 15 following the Termination
    Year. If, however, such Deferral Account balance is less than $15,000 on the
    Retirement Date, then the Participant shall receive a single lump sum payout
    as soon as practicable after the Retirement Date.
 
        6.3  DEATH OF PARTICIPANT.  If a Participant dies and an election was
    made under Section 6.1, the Beneficiary shall be paid according to the
    election even though the election was not made twelve (12) months or more
    prior to the Participant's death. If the Participant dies and no valid
    election was made, and the Participant's Deferral Account balance is no less
    than $15,000 on the date of death, then the Beneficiary will receive the
    payout in annual installments over the fifteen (15) year period beginning
    with the January 15 in the calendar year following the year of the
    Participant's death. If, however, such Deferral Account balance is less than
    $15,000 on the date of death, then the Beneficiary shall receive a single
    lump sum payout as soon as practicable after the date of death.
 
        6.4  TERMINATION PRIOR TO RETIREMENT DATE.  If the Participant's
    Termination Date precedes his or her Retirement Date, then the Participant
    will receive a single lump sum payout as soon as practicable after the
    Termination Date.
 
        6.5  COMMITTEE DISCRETION.  Notwithstanding anything in this Section 6
    to the contrary, the Committee shall have the discretion to modify the
    availability and timing of a valid election under Section 6.1, and the
    timing, form and amount (e.g., payouts affected by a forfeiture under
    Section 4.2) of any payout, in any manner it deems appropriate; provided,
    however, that any alteration with respect to a Covered Officer must be
    consistent with the requirements for deductibility of compensation under
    section 162(m) of the Code.
 
SECTION 7. HARDSHIP PROVISION
 
        7.1  UNFORESEEABLE EMERGENCIES.  Neither the Participant nor his or her
    Beneficiary is eligible to withdraw amounts credited to a Deferral Account
    prior to the time specified in Section 6.   However, such credited amounts
    may be subject to early withdrawal if an unforeseeable emergency occurs that
    is caused by an event beyond the Participant's or Beneficiary's control and
    would result in severe financial hardship to the individual if early
    withdrawal is not permitted. A severe financial hardship exists only when
    all other reasonably available financial resources have been exhausted. The
    Committee shall have sole discretion to determine whether to approve any
    hardship withdrawal, which amount will be limited to the amount necessary to
    meet the emergency.   The Committee's decision will be final and binding on
    all interested parties.
 
        7.2  WAITING PERIOD.  If the Committee approves a hardship withdrawal,
    the Participant (1) may not defer Base Pay, as specified in Section 3, for
    the remainder of the calendar year within which the withdrawal is received,
    or for the next succeeding calendar year, and (2) may not defer Bonuses, as
    specified in Section 3, for the remainder of the fiscal year in which the
    hardship withdrawal is received, or for the next succeeding fiscal year.
 
SECTION 8. OTHER ACCESS TO DEFERRAL ACCOUNTS.
 
        8.1  UNANTICIPATED NEEDS.  Neither the Participant nor his or her
    Beneficiary is eligible to withdraw amounts credited to a Deferral Account
    prior to the time specified in Section 6. However, such credited amounts may
    be subject to early withdrawal if an unanticipated need for funds occurs,
    other than a need specified in Section 7; provided that the Participant
    permanently
 
                                       4

    forfeits ten (10) percent of the amount to be withdrawn. Additionally,
    withdrawals based on an unanticipated need for funds may be made no more
    than once each calendar year and the amount to be withdrawn must be at least
    $12,000.
 
        8.2  WAITING PERIOD.  If the Participant withdraws amounts credited to a
    Deferral Account under this section, he or she (1) may not defer Base Pay,
    as specified in Section 3, for the remainder of the calendar year within
    which the withdrawal is received, or for the next succeeding calendar year,
    and (2) may not defer Bonuses, as specified in Section 3, for the remainder
    of the fiscal year in which the hardship withdrawal is received, or for the
    next succeeding fiscal year.
 
SECTION 9. DESIGNATION OF BENEFICIARY
 
    The Participant shall, by written notice to the Company, (1) at the time of
the first election designate a Beneficiary hereunder, and (2) shall have the
right thereafter to change any Beneficiary previously designated by the
Participant. In the case of a Participant's death, payment due under this Plan
shall be made to the designated Beneficiary or, in the absence of such
designation, by will or the laws of descent and distribution in the state of
residence of the Participant.
 
SECTION 10. CHANGE IN CONTROL
 
        10.1  DISCRETION TO ACCELERATE.  In the event of a proposed change in
    control of the Company, as defined below, the Committee shall have complete
    authority and discretion, but no obligation, to accelerate payments of both
    terminated and active Participants.
 
        10.2  PROPOSED CHANGE IN CONTROL.  A "proposed change in control" shall
    mean (1) a tender offer by any person or entity, other than the Company or a
    Company subsidiary, to acquire securities representing 40 percent or more of
    the voting power of the Company or (2) the submission to the Company's
    shareholders for approval of a transaction involving the sale of all or
    substantially all of the assets of the Company or a merger of the Company
    with or into another corporation.
 
        10.3  REQUEST FOR NEGOTIATION.  The Committee may also ask the Board of
    Directors to negotiate, as part of any agreement involving the sale or
    merger of the Company, or a sale of substantially all of the Company's
    assets or a similar transaction, terms providing for protection of
    Participants and their interests in the Plan.
 
SECTION 11. LIMITATION ON ASSIGNMENTS
 
    Benefits under this Plan are not subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, attachment or
garnishments by creditors of the Participant or the Participant's Beneficiary
and any attempt to do so shall be void.
 
SECTION 12. ADMINISTRATION
 
        12.1  ADMINISTRATION BY COMMITTEE.  The Plan shall be administered by
    the Committee. No member of the Committee shall become a Participant of the
    Plan. The Committee shall have the sole authority to interpret the Plan, to
    establish and revise rules and regulations relating to the Plan and to make
    any other determinations that it believes necessary or advisable for the
    administration of the Plan. Decisions and determination by the Committee
    shall be final and binding upon all parties, including shareholders,
    Participants, Beneficiaries and other employees. The Committee may delegate
    its administrative responsibilities as it deems appropriate.
 
                                       5

        12.2  BOOKS AND RECORDS.  Books and records maintained for the purpose
    of the Plan shall be maintained by the officers and employees of the Company
    at its expense and subject to supervision and control of the Committee.
 
SECTION 13. NO FUNDING OBLIGATION
 
    The Company is under no obligation to transfer amounts credited to the
Participant's Deferral Account to any trust or escrow account, and the Company
is under no obligation to secure any amount credited to a Participant's Deferral
Account by any specific assets of the Company or any other asset in which the
Company has an interest. This Plan shall not be construed to require the Company
to fund any of the benefits provided hereunder nor to establish a trust for such
purpose. The Company may make such arrangements as it desires to provide for the
payment of benefits, including, but not limited to, the establishment of a rabbi
trust or such other equivalent arrangements as the Company may decide. No such
arrangement shall cause the Plan to be a funded plan within the meaning of Title
I of ERISA, nor shall any such arrangement change the nature of the obligation
of the Company nor the rights of the Participants under the Plan as provided in
this document. Neither the Participant nor his or her estate shall have any
rights against the Company with respect to any portion of the Deferral Account
except as a general unsecured creditor. No Participant has an interest in his or
her Deferral Account until the Participant actually receives the deferred
payment.
 
SECTION 14. AMENDMENT AND TERMINATION OF THE PLAN.
 
    The Company, by action of the Committee, in its sole discretion may suspend
or terminate the Plan or revise or amend it in any respect whatsoever; provided,
however, that amounts already allocated to the Deferral Accounts will continue
to be owed to the Participants or Beneficiaries and will continue to accrue
Earnings and continue to be a liability of the Company. Any amendment or
termination of the Plan will not affect the entitlement of any Participant or
the Beneficiary of a Participant who terminates employment before the amendment
or termination. All benefits to which any Participant or Beneficiary may be
entitled shall be determined under the Plan as in effect at the time the
Participant terminates employment and shall not be affected by any subsequent
change in the provisions of the Plan; provided, that the Company reserves the
right to change the basis of return on investment of the Deferral Account with
respect to any Participant or Beneficiary. Participants or Beneficiaries will be
given notice prior to the discontinuance of the Plan or reduction of any
benefits provided by the Plan.
 
SECTION 15. TAX WITHHOLDING.
 
    If the Company concludes that Tax is owing with respect to any deferral of
income or payment hereunder, the Company shall withhold such amounts from any
payments due the Participant, or otherwise make appropriate arrangements with
the Participant or his or her Beneficiary for satisfaction of such obligation.
 
SECTION 16. CHOICE OF LAW.
 
    This Plan, and all rights under this Plan, shall be interpreted and
construed in accordance with ERISA and, to the extent not preempted, the law of
the State of Delaware, unless otherwise stated in the Plan.
 
SECTION 17. NOTICE.
 
    Any written notice to the Company required by any of the provisions of this
Plan shall be addressed to the chief personnel officer of the Company or his or
her delegate and shall become effective when it is received.
 
                                       6

SECTION 18. NO EMPLOYMENT RIGHTS.
 
    Nothing in the Plan, nor any action of the Company pursuant to the Plan,
shall be deemed to give any person any right to remain in the employ of the
Company or affect the right of the Company to terminate a person's employment at
any time, with or without cause.
 
SECTION 19. ROLLOVERS FROM OTHER PLANS.
 
        19.1  DISCRETION TO ACCEPT.  The Committee shall have complete authority
    and discretion, but no obligation, to allow the Plan to create Deferral
    Accounts for Rollover Participants and credit such accounts with amounts to
    reflect the Rollover Participant's deferral account in a Rollover Plan. The
    amounts credited to such Deferral Accounts are fully subject to the
    provisions of this Plan. Reference in the Plan to such a crediting as a
    "rollover" or "transfer" of assets from a Rollover Plan is nominal in
    nature, and confers no additional rights upon a Rollover Participant other
    than those specifically set forth in the Plan.
 
        19.2  STATUS OF ROLLOVER PARTICIPANTS.  A Rollover Participant and his
    or her Beneficiary are fully subject to the provisions of this Plan, except
    as otherwise expressly set forth herein. A Rollover Participant who is not
    already a Participant in the Plan and is not otherwise eligible to
    participate in the Plan at the time of rollover, shall not be entitled to
    make any additional deferrals under the Plan unless and until he or she has
    becomes an Eligible Employee under the terms of the Plan.
 
        19.3  PAYMENT TO ROLLOVER PARTICIPANTS.  If at the time of rollover or
    transfer, payments from a Rollover Participant's account in a Rollover Plan
    have already commenced from a Rollover Plan, he or she shall continue to
    receive such payments in accordance with the form and timing of payment
    provisions of such plan. If a Rollover Participant is not yet eligible to
    receive payments from the Rollover Plan at the time of the rollover or
    transfer, he or she is bound by the payout provisions of this Plan.
 
SECTION 20. CODE SECTION 162(m).
 
    With respect to Covered Employees, this Plan is designed to satisfy the
special requirements for performance-based compensation set forth in
Section 162(m)(4)(C) of the Code, and the Plan shall be so construed.
Furthermore, if a provision of the Plan as it relates to a Covered Officer
causes a deferral or payment to fail to satisfy these special requirements, the
Plan shall be deemed amended to satisfy the requirements to the extent permitted
by law and subject to Committee approval.
 
SECTION 21. DEFINITIONS.
 
        21.1  BASE PAY means the annual base rate of cash compensation for
    employees on the U.S. payroll of the Company, excluding commissions,
    overtime pay, bonuses or Bonuses, shift differential, payments under the
    Hewlett-Packard Company Employee Benefits Organization Income Protection
    Plan and the Hewlett-Packard Company Supplemental Income Protection Plan, or
    any other additional compensation.
 
        21.2   BENEFICIARY means the person or persons designated by a
    Participant under Section 9 to receive any amounts payable under the Plan in
    the event of the Participant's death.
 
        21.3   BONUS refers to an H1 Bonus and/or H2 Bonus.
 
        21.4   CODE means the Internal Revenue Code of 1986, as amended from
    time to time.
 
        21.5   COMMITTEE means the Compensation Committee of the Board of
    Directors of the Company, as constituted in accordance with the provisions
    of the PFR Plan, or its delegate.
 
                                       7

        21.6   COMPANY means Hewlett-Packard Company, a Delaware corporation,
    and any business entity within the Hewlett-Packard Company consolidated
    group.
 
        21.7   COMPANY PERFORMANCE BONUS PLAN AND CPB PLAN refer to the 
    Company's Company Performance Bonus Plan, effective November 1, 2000, as 
    amended from time to time.
 
        21.8   COVERED OFFICER shall have the same meaning as set forth in the
    PFR Plan.
 
        21.9   DEFERRAL ACCOUNT means the account balance of a Participant in
    the Plan created from Deferred Amounts or from a credit to a Participant's
    account from a Rollover Plan, and the Earnings thereon prior to payout to
    the Participant.
 
        21.10  DEFERRED AMOUNT means the amount the Participant elects to have
    deferred from Base Pay and/or a Bonus, pursuant to Section 3.
 
        21.11  EARNINGS refers to the deemed return on investment (or charge on
    investment loss) allocated to the Participant's Deferral Account, based on
    the return of the Fund.
 
        21.12  ELIGIBLE EMPLOYEE means an individual who is an active (i.e., not
    on paid or unpaid leave) employee on the U.S. payroll of the Company on the
    first day of October preceding the fiscal and calendar years within which
    deferrals are to be made, who has Base Pay at such time equal to or in
    excess of the sum of (1) the amount defined in Code section 401(a)(17), as
    adjusted by the Secretary of the Treasury under Code section 415(d), plus
    (2) $6,000.
 
        21.13  ERISA means the Employee Retirement Income Security Act of 1974,
    as amended from time to time.
 
        21.14  FUND means-
 
           21.14.1 With respect to Earnings credited to deferrals of Base Pay or
       Bonuses, those funds representing the investment returns of the
       hypothetical investment choices designated by the Committee from time to
       time, in accordance with the provisions of Section 5;
 
           21.14.2 With respect to Earnings credited to the Deferral Account of
       a Covered Officer, the term Fund shall specifically refer to the Vanguard
       Institutional Index Fund, or such other fund as permitted in accordance
       with Section 5; and
 
           21.14.3 With respect to an OER Deferral, the term Fund shall
       specifically refer to a fund the investments of which are comprised of a
       mix of debt and equity, as chosen in the sole discretion of the
       Committee, and as subject to the forfeiture provisions of Section 4.2.
 
        21.15  H1 BONUS means a Bonus arising from the Performance Period
    described by the first half of the Company's fiscal year (November 1 through
    April 30), as defined in the PFR Plans and the CPB Plan. The term "H1 Bonus"
    also relates to any other bonus payable to a Participant on the same cycle
    as the PFR Plans and CPB Plan--i.e., with a Performance Period defined by
    the first half of the Company's fiscal year (November 1 through April 30).
 
        21.16  H2 BONUS means a Bonus arising from the Performance Period
    described by the second half of the Company's fiscal year (May 1 through
    October 31), as defined in the PFR Plans and the CPB Plan. The term "H2
    Bonus" also relates to any other bonus payable to a Participant on the same
    cycle as the PFR Plans and CPB Plan--i.e., with a Performance Period defined
    by the second half of the Company's fiscal year (May 1 through October 31).
 
        21.17  OER DEFERRAL means that portion of a Participant's Deferral
    Account comprised of amounts deferred and credited to the account arising
    from the termination of the Hewlett Packard Company Officers Early
    Retirement Plan, as restated effective October 31, 1999, including any
    earnings thereon.
 
                                       8

        21.18  PARTICIPANT, unless preceded by "PFR" in which case the term
    indicates a participant in a PFR Plan, means any individual who has benefits
    in a Deferral Account under the Plan or who is receiving or entitled to
    receive benefits under the Plan. The term Participant also refers to a
    Rollover Participant, except where expressly provided otherwise.
 
        21.19  PAY-FOR-RESULTS PLAN(S) OR "PFR" PLAN(S) refers to both the
    Hewlett-Packard Company Executive Pay-for-Results Plan, amended and restated
    effective November 1, 2000, as amended from time to time (also referred to
    the "Executive PFR Plan"), and the Hewlett-Packard Company Pay-for-Results
    Short-Term Bonus Plan, effective November 1, 2000, as amended from time to
    time.
 
        21.20  PAYOUT COMMENCEMENT DATE means the date on which the payout to a
    Participant of amounts credited to his or her Deferral Account first
    commence.
 
        21.21  PERFORMANCE MEASURE shall have the same meaning as set forth in
    the PFR Plans.
 
        21.22  PERFORMANCE PERIOD shall have the same meaning as set forth in
    the PFR Plans.
 
        21.23  PLAN means, unless preceded by (i) "PFR" in which case the term
    refers to the PFR Plans, (ii) "CPB" or "Company Performance Bonus" in which
    case the term refers to the CPB Plan, or (iii) "Rollover" in which case the
    term refers to a Rollover Plan, the Hewlett-Packard Company Executive
    Deferred Compensation Plan, as adopted effective January 1, 1994, as amended
    and restated from time to time.
 
        21.24  RETIREMENT DATE means the date on which a Participant has
    completed at least 15 years of service, as defined in the Retirement Plan,
    and has attained age 55. For this purpose, the Committee may, in its
    discretion, permit the years of service of a Rollover Participant to include
    the years of service with the employer for which a Rollover Participant
    worked immediately preceding employment with the Company.
 
        21.25  RETIREMENT PLAN means the Hewlett-Packard Company Retirement
    Plan, as amended from time to time.
 
        21.26  ROLLOVER PARTICIPANT means an individual with a Deferral Account
    in the Plan transferred from a Rollover Plan in accordance with the
    provisions of Section 19. The term Rollover Participant may also refer to an
    individual who has previously been a Participant in the Plan, or an existing
    Participant at the time of transfer.
 
        21.27  ROLLOVER PLAN means either-
 
           21.27.1 The nonqualified deferred compensation plan of a business
       entity acquired by the Company through acquisition of a majority of the
       voting interest in, or substantially all of the assets of, such entity;
       or,
 
           21.27.2 Any plan or program of the Company, or any employing business
       entity within the Hewlett-Packard Company consolidated group, including
       but not limited to the Hewlett-Packard Company Officers Early Retirement
       Plan, pursuant to the termination of which a Deferral Account is created
       or added to for a Participant or Rollover Participant.
 
           21.28 Tax or (Taxes) means any federal, state, local, or any other
       governmental income tax, employment or payroll tax, excise tax, or any
       other tax or assessment owing with respect to amounts deferred, any
       Earnings thereon, and any payments made to Participants under the Plan.
 
           21.29 Termination Date means the date on which the Participant ceases
       to be an employee of the Company.
 
                                       9

           21.30 Termination Year means the calendar year within which a
       Participant's Termination Date falls.
 
SECTION 22. EXECUTION
 
    IN WITNESS WHEREOF, the Company has caused this Plan to be duly amended and
restated by the undersigned this 16th day of November, 2000, effective
November 1, 2000.
 
Hewlett-Packard Company
By: /s/ PHILIP M. CONDIT
Philip M. Condit
Chair, Compensation Committee
 
                                       10