Restricted Stock Unit Agreement - Hewlett-Packard Co. and Carleton S. Fiorina


                            HEWLETT-PACKARD COMPANY
                        RESTRICTED STOCK UNIT AGREEMENT

     THIS AGREEMENT, dated as of July 17, 1999 ('Grant Date') by and between
Hewlett-Packard Company, a Delaware Corporation ('Company'), and 00547500
Carleton S. Fiorina ('Employee'), is entered into as follows:

     WHEREAS, the Company has established the Hewlett-Packard Company 1995
Incentive Stock Plan ('Plan'), a copy of which can be found on the Stock Options
Web Site at: http://hpweb.corp.hp.com/publish/hwp/stock/stok_opt.htm or by
written or telephonic request to the Company Secretary, and which Plan made a
part hereof; and

     WHEREAS, the Compensation Committee of the Board of Directors of the
Company ('Committee') determined that the Employee be granted stock units
subject to the restrictions stated below, as reflected in the terms and
conditions contained in the Employment Agreement by and between the Employee and
the Company made as of July 17, 1999 (the 'Employment Agreement') and as
hereinafter set forth;

     NOW, THEREFORE, the parties hereby agree as follows:

1.   Grant of Units.

     Subject to the terms and conditions of this Agreement and of the Plan, the
     Company hereby credits to a separate account maintained on the books of the
     Company ('Account') 290,000 units ('Units'). On any date, the value of each
     Unit shall equal the fair market value of a share of the Company's $1.00
     par value Common Stock ('Stock'). For purposes of this Agreement, 'fair
     market value' shall be deemed to be the mean of the highest and lowest
     quoted selling prices for a share of Stock on that date as reported on The
     New York Stock Exchange Composite Tape.

2.   Vesting Schedule.

     The interest of the Employee in the Units shall vest as to one-third of
     such Units on the first anniversary of the Grant Date, and as to an
     additional one-third on each succeeding anniversary date, so as to be 100%
     vested on the third anniversary thereof, conditioned upon the Employee's
     continued employment with the Company as of each vesting date.
     Notwithstanding the foregoing, the interest of the Employee in the Units
     shall vest as to:

          (a)  100% of the then unvested Units upon the Employee's termination
               of employment due to death, a 'Disability Termination' (as
               defined in the Employment Agreement), involuntary termination by
               the Company other than for 'Cause' (as defined in the Employment
               Agreement) or voluntary termination by the Employee for 'Good
               Reason' (as defined in the Employment Agreement); or

          (b)  100% of the then unvested Units upon a 'Change of Control' (as
               defined in the Employment Agreement).

3.   Restrictions.

          (a)  The Units granted hereunder may not be sold, pledged or otherwise
               transferred and may not be subject to lien, garnishment,
               attachment or other legal process. The period of time between the
               date hereof and the date the Units become vested is referred to
               herein as the 'Restriction Period.'

          (b)  If the Employee's employment with the Company is terminated by
               the Company for Cause or voluntarily by the Employee (other than
               for Good Reason), the balance of the Units subject to the
               provisions of this Agreement which have not vested at the time of
               the Employee's termination of employment shall be forfeited by
               the Employee.

4.   Dividends.

     If on any date the Company shall pay any dividend on the Stock (other than
     a dividend payable in Stock), the number of Units credited to the
     Employee's Account shall as of such date be increased by an amount equal
     to: (a) the product of the number of Units credited to the Employee's
     Account as of the record date for such dividend, multiplied by the per
     share amount of any dividend (or, in the case of any dividend payable in
     property other than cash, the per share value of such dividend, as
     determined in good faith by the Board of Directors of the Company), divided
     by (b) the fair market value of a share of Stock on the payment date of
     such dividend. In the case of any dividend declared on Stock which is
     payable in Stock, the number of Units credited to the Employee shall be
     increased by a number equal to the product of (x) the aggregate number of
     Units that have been credited to the Employee's Account through the related
     dividend record date, multiplied by (y) the number of shares of Stock
     (including any fraction thereof) payable as a dividend on a share of Stock.

5.   Changes in Stock.

     In the event of any change in the number and kind of outstanding shares of
     Stock by reason of any recapitalization, reorganization, merger,
     consolidation, stock split or any similar change affecting the Stock (other
     than a dividend payable in Stock) the Company shall make an appropriate
     adjustment in the number and terms of the Units credited to the Employee's
     Account so that, after such adjustment, the Units shall represent a right
     to receive the same consideration (or if such consideration is not
     available, other consideration of the same value) that the Employee would
     have received in connection with such recapitalization, reorganization,
     merger, consolidation, stock split or any similar


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     change if she had owned on the applicable record date a number of shares of
     Stock equal to the number of Units credited to the Employee's Account prior
     to such adjustment.

6.   Form and Timing of Payment.

     On the first to occur of the following, the Company shall pay to the
     Employee a number of shares of Stock equal to the aggregate number of
     vested Units credited to the Employee as of such date:

     (a)  The fifth anniversary of the Grant Date;

     (b)  The first date on which occurs a Change of Control; or
  
     (c)  The date of the Employee's termination of employment for any reason.

7.   Disability Termination of Employee.

     In the event of a Disability Termination of the Employee, any unpaid but
     vested Units shall be paid to the Employee if legally competent or to a
     legally designated guardian or representative if the Employee is legally
     incompetent.

8.   Death of Employee.

     In the event of the Employee's death after the vesting date but prior to
     the payment of the Units, said Units shall be paid to the Employee's estate
     or designated beneficiary.

9.   Taxes.

     The Employee shall be liable for any and all taxes, including withholding
     taxes, arising out of this grant or the vesting of Units hereunder. The
     Employee may elect to satisfy such withholding tax obligation by having the
     Company retain Stock having a fair market value equal to the Company's
     minimum withholding obligation.

10.  Miscellaneous.

          (a)  All amounts credited to the Employee's Account under this
               Agreement shall continue for all purposes to be a part of the
               general assets of the Company. The Employee's interest in the
               Account shall make her only a general, unsecured creditor of the
               Company.

          (b   The parties agree to execute such further instruments and to take
               such action as may reasonably be necessary to carry out the
               intent of this Agreement.

          (c)  Any notice required or permitted hereunder shall be given in
               writing and shall be deemed effectively given upon delivery to
               the Employee at her address then on file with the Company.

          (d)  Neither the Plan nor this Agreement nor any provisions under
               either shall be construed so as to grant the Employee any right
               to remain in the employ of the Company.

          (e)  This Agreement and the Employment Agreement constitute the entire
               agreement of the parties with respect to the subject matter
               hereof.

                                   HEWLETT-PACKARD COMPANY
                                   
                                   By  /s/ Susan P. Orr
                                       ----------------
                                       Susan P. Orr
                                       Chairman of the Compensation Committee

                                   By  /s/ Ann Baskins
                                       ---------------
                                       Ann Baskins
                                       Associate General Counsel

     RETAIN THIS AGREEMENT FOR YOUR RECORDS

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