First Amendment to EDCP – Hewlett-Packard

FIRST AMENDMENT TO THE HEWLETT-PACKARD
COMPANY

EXECUTIVE DEFERRED COMPENSATION PLAN

(Amended and restated effective October 1,
2004)

The Hewlett-Packard Company Executive Deferred Compensation Plan, as amended
and restated effective October 1, 2004, is hereby amended, effective December 1,
2010, to provide as follows:

1. The fourth and fifth sentence of Section 8.1 of the Plan shall be amended
in their entirety to read as follows:

“The Plan Committee (or its delegate) 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 and is subject to a minimum of $10,000.
The decision of the Plan Committee (or its delegate) will be final and binding
on all interested parties.”

2. Section 11.2 of the Plan shall be amended in its entirety to read as
follows:

“11.2 Rules; Claims for Benefits. The Plan Committee shall adopt and
establish such rules and regulations with respect to the administration of the
Plan as it deems necessary and appropriate, including procedures regarding a
claim for benefits under the Plan by a Participant or Beneficiary. To the extent
required by law, completion of such claims procedures shall be a mandatory
precondition that must be complied with prior to commencement of a legal or
equitable action by a person claiming rights under the Plan. The Plan Committee
and the claimant may by mutual agreement waive the procedures as a mandatory
condition to such action. In no event shall the claims procedure be applied to
circumvent or have the effect of modifying either the manner of payment or the
time of commencement of payment under the terms of the Plan.”

3. Section 19 of the Plan (“Qualified Domestic Relations Orders”) shall be
deleted.

4. A new Section 21.33 shall be added to the Plan to read as follows:

“21.33 Plan Committee means the committee to which the Committee
delegates certain authority to act on various compensation and benefit matters.”

This First Amendment to the Hewlett-Packard Company Executive Deferred
Compensation Plan is hereby adopted effective May 26, 2011.

	HEWLETT-PACKARD COMPANY
	By:	/s/ Tracy S. Keogh
		Tracy S. Keogh
		Executive Vice President, Human Resources