Preferred Stock Rights Agreement – Hewlett-Packard Co. and Computershare Investor Services LLC

                             HEWLETT-PACKARD COMPANY

                                       and

                      COMPUTERSHARE INVESTOR SERVICES, LLC

                                  Rights Agent









                        PREFERRED STOCK RIGHTS AGREEMENT

                           Dated as of August 31, 2001













                                TABLE OF CONTENTS

                                                 PAGE
                                                 ----

  
SECTION 1.        CERTAIN DEFINITIONS.............1

SECTION 2.        APPOINTMENT OF RIGHTS AGENT.....7

SECTION 3.        ISSUANCE OF RIGHTS CERTIFICATES.7

SECTION 4.        FORM OF RIGHTS CERTIFICATES.....8

SECTION 5.        COUNTERSIGNATURE AND REGISTRATION.9

SECTION 6.        TRANSFER, SPLIT UP, COMBINATION AND EXCHANGE OF RIGHTS