UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549-1004

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

November 17, 2005
Date of Report (Date of Earliest Event Reported)

HEWLETT-PACKARD COMPANY

(Exact name of registrant as specified in its charter)

DELAWARE	1-4423	94-1081436
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
of incorporation)		Identification No.)

3000 HANOVER STREET, PALO ALTO, CA		94304
(Address of principal executive offices)		(Zip code)

(650) 857-1501

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01	Entry into a Material Definitive Agreement

Item 5.02	Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

Item 5.03	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 9.01	Financial Statements and Exhibits

SIGNATURES

EXHIBIT INDEX

Item 1.01 Entry into a Material Definitive Agreement

On November 17, 2005, the HR and Compensation Committee (the “HRC”) of the Board of Directors of Hewlett-Packard Company (“HP”) approved the amendment and restatement of the Hewlett-Packard Company 2005 Executive Deferred Compensation Plan (the “EDCP”) to: (i) provide for 6% company matching contributions for participants who do not have 62 age plus service points as of December 31, 2005; (ii) expand eligibility to allow outside directors to defer the cash portion of their annual retainer; and (iii) to comply with the American Jobs Creation Act of 2004 (the “American Jobs Creation Act”). In addition, the HRC approved the amendment and restatement of the Hewlett-Packard Company Excess Benefit Retirement Plan (the “EBP”) and the Hewlett-Packard Company Cash Account Restoration Plan (the “CARP”) to comply with the American Jobs Creation Act. In addition, the HRC approved the amendment and restatement of the Hewlett-Packard Company 1997 Director Stock Plan (the “Director Plan”) to permit outside directors to defer the cash portion of their annual retainer pursuant to the EDCP. The amended and restated EDCP, EBP, CARP, and Director Plan are filed with this report as Exhibits 99.1, 99.2, 99.3 and 99.4, respectively. The HRC also adopted the Hewlett-Packard Company 2005 Pay-for-Results Plan (the “2005 PfR”), subject to stockholder approval. The 2005 PfR is a continuation of and update to HP’s existing Executive Pay-for-Results Plan, and provides short-term incentive compensation to employees of HP and its subsidiaries who are officers of HP within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended. The 2005 PfR is filed with this report as Exhibit 99.5.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

(d) (1) On November 18, 2005, the Board of Directors of HP (the “Board”) elected John H. Hammergren as a director effective November 22, 2005 (the “Effective Time”). In a press release dated August 29, 2005, HP announced that Mr. Hammergren, chairman, president and chief executive officer of McKesson Corporation, agreed to join HP’s Board.

(2) There is no arrangement or understanding between Mr. Hammergren and any other persons pursuant to which he was selected as a director.

(3) At the time of this filing, Mr. Hammergren has not been named to serve on any committee of the Board, and the information about whether Mr. Hammergren is expected to be named to serve on any committees of the Board is unavailable at the time of this filing.

(4) Mr. Hammergren is not a party to any transactions with HP that require disclosure pursuant to Item 404(a) of Regulation S-K.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

(a) On November 18, 2005, the Board amended HP’s Bylaws effective as of the adjournment of the meeting of the Board on November 18, 2005 to (a) make various administrative changes to conform to Delaware law and current practice; (b) permit electronic transmissions and to permit the Board, in its discretion, to hold stockholder meetings electronically; (c) delete references to the Executive Committee; (d) provide that the voting standard will be the voting standard required by the applicable exchange if the matter is being voted upon pursuant to exchange rules (Section 2.7); (e) update the number of executive sessions of the Board (Section 3.16); (f) reduce the minimum number of directors required for a subcommittee of the Board from two to one as permitted by Delaware law (Section 4.1); (g) provide that Board Committees have the power of the Board unless limited by Board resolution, listing standards or law (Section 4.1); (h) provide that the Board will designate Section 16 officers (Section 5.3); (i) clarify that compensation of Section 16 officers is to be determined by the HRC in consultation with full Board (Section 5.4); (j) clarify that the Chairman of the Board is not an officer (Section 5.6); (k) provide that vice presidents elected by the Board have the power to sign contracts unless specifically restricted (Section 5.10); (l) delete provisions providing that vice presidents will succeed to the powers and duties of the president (Section 5.10); (m) revise the indemnification section (Article VI) to make conforming and reordering changes; and (n) provide that proxies to vote shares of other companies generally will be directed by the secretary, assistant secretary or Investment Review Committee (Section 7.3).

On November 18, 2005, the Board also approved an amendment to Section 3.2 of HP’s Bylaws to be effective on November 22, 2005 in connection with Mr. Hammergren’s appointment as a director. Section 3.2 is amended to increase the number of HP directors from nine (9) to ten (10), effective as of the Effective Time.

The amended and restated Bylaws of HP reflecting such amendments are filed with this report as Exhibit 99.6.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
99.1		Hewlett-Packard Company 2005 Executive Deferred Compensation Plan, as amended and restated (filed herewith)
99.2		Hewlett-Packard Company Excess Benefit Retirement Plan, as amended and restated (filed herewith)
99.3		Hewlett -Packard Company Cash Account Restoration Plan, as amended and restated (filed herewith)
99.4		Hewlett-Packard Company 1997 Director Stock Plan, as amended and restated (filed herewith)
99.5		Hewlett-Packard Company 2005 Pay-for-Results Plan (filed herewith)
99.6		Bylaws of Hewlett-Packard Company, as amended and restated (filed herewith)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HEWLETT-PACKARD COMPANY


DATE: November 22, 2005	By:
		/s/ Charles N. Charnas
	Name:	Charles N. Charnas
	Title:	Vice President, Deputy General Counsel and Assistant Secretary

EXHIBIT INDEX

Exhibit Number		Description

99.1		Hewlett-Packard Company 2005 Executive Deferred Compensation Plan, as amended and restated (filed herewith)
99.2		Hewlett-Packard Company Excess Benefit Retirement Plan, as amended and restated (filed herewith)
99.3		Hewlett –Packard Company Cash Account Restoration Plan, as amended and restated (filed herewith)
99.4		Hewlett-Packard Company 1997 Director Stock Plan, as amended and restated (filed herewith)
99.5		Hewlett-Packard Company 2005 Pay-for-Results Plan (filed herewith)
99.6		Bylaws of Hewlett-Packard Company, as amended and restated (filed herewith)

Exhibit 99.1

HEWLETT-PACKARD COMPANY

2005 EXECUTIVE DEFERRED COMPENSATION PLAN

(Effective January 1, 2005)

The Hewlett-Packard Company 2005 Executive Deferred Compensation Plan is hereby adopted effective January 1, 2005 by HP to permit Eligible Employees and Outside Directors to defer receipt of certain compensation and to provide matching contributions for certain employees who are not active participants in one of HP’s defined benefit retirement plans pursuant to the terms and provisions set forth below.

The Plan is intended: (1) to comply with Code section 409A and official guidance issued thereunder; and (2) with respect to the portion of the Plan covering Eligible Employees, to be “a plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of sections 201(2), 301(a)(3) and 401(a)(1) of ERISA. Notwithstanding any other provision of this Plan, this Plan shall be interpreted, operated and administered in a manner consistent with these intentions.

ARTICLE I

DEFINITIONS

Wherever used herein the following terms shall have the meanings hereinafter set forth:

“ Account ” means a bookkeeping account established by HP for each Participant electing to defer Eligible Income under the Plan.

“ Actual Pay ” means “Covered Compensation” as defined in the 2000 restatement of the Hewlett-Packard Company 401(k) Plan, and “Eligible Pay” as to be defined in the 2006 restatement of the Hewlett-Packard Company 401(k) Plan, as each is amended from time to time, without giving effect to the Code section 401(a)(17) limitation set forth in each definition and the exclusion of pay deferred under this Plan.

“ Affiliate ” means any corporation or other entity that is treated as a single employer with HP under Code section 414.

“ Annual Rate of Pay ” means the annual rate of pay, which is the sum of an employee’s base pay and targeted incentive amount, as reflected in the compensation data in GHRMS, which

is the global database for human resources information, and as adjusted for such employee’s employment status, including part-time status.

“ Annual Retainer ” means the “Cash Payment” portion of the Annual Retainer as defined in the Hewlett-Packard Company 1997 Director Stock Plan, as amended from time to time.

“ Beneficiary ” means the person or persons or trust designated by a Participant to receive any amounts payable under the Plan in the event of the Participant’s death. HP has established procedures governing the form and manner in which a Participant may designate a Beneficiary (the “2004 Procedures”). Only a Beneficiary designation submitted in accordance with the 2004 Procedures and that is received by HP before the death of the Participant shall be a valid Beneficiary designation. If there is no valid Beneficiary designation in effect upon the death of a Participant, any remaining Account balance shall be paid in the following order: (i) to that person’s spouse; (ii) if no spouse is living at the time of such payment, then to that person’s living children, in equal shares; (iii) if neither a spouse nor children are living, then to that person’s living parents, in equal shares; (iv) if neither spouse, nor children, nor parents are living, then to that person’s living brothers and sisters, in equal shares; and (v) if none of the individuals described in (i) through (iv) are living, to that person’s estate. A person’s domestic partner shall be considered a person’s spouse for purposes of this paragraph. HP shall determine a person’s status as a domestic partner in a uniform and nondiscriminatory manner.

“ Bonus Eligible Employee ” means an individual who is an Employee on November 1 preceding the Plan Year within which deferrals are to be made and whose job position has a title of Director (or whose job function is, in the sole and absolute discretion of HP, equivalent to a “Director” position) or above.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Code Section 401(a)(17) Limit ” means the amount specified under Code section 401(a)(17) in effect on January 1 of the Plan Year.

“ Committee ” means the HR and Compensation Committee of HP’s Board of Directors.

“ CPB Plan ” means the Hewlett-Packard Company Performance Bonus Plan, as amended from time to time.

“ Deferral Form ” means a written or electronic form provided by HP pursuant to which an Eligible Employee or Outside Director may elect to defer amounts under the Plan.

“ Director ” means the title for an employee who has a job grade of E4 or S4 and above.

“Eligible Employee" means an individual who is: (i) a Bonus Eligible Employee; (ii) a Match Eligible Employee ( for Plan Years after 2005); (iii) an Employee whose Annual Rate of Pay, as of the first day of November preceding the Plan Year within the deferral is to be made, exceeds the Code Section 401 (a)(17) Limit for the Plan Year in which the deferral is to be made; or (iv) a combination or all of the foregoing. An individual's status as an Eligible Employee shall be determined by HP in its sole discretion.

“ Eligible Income ” means Actual Pay, Annual Retainer and Incentive Awards.

“ Employee ” means an individual who is a regular employee on the U.S. payroll of HP or its Affiliates, other than a temporary or intermittent employee. The term “Employee” shall not include a person hired as an independent contractor, leased employee, consultant, or a person otherwise designated by HP or an Affiliate as not eligible to participate in the Plan, even if such person is determined to be an “employee” of HP or an Affiliate by any governmental or judicial authority.

“ EPfR Plan ” means the Hewlett-Packard Company Executive Pay-for-Results Plan, as amended from time to time.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

“ HP ” means Hewlett-Packard Company or any successor corporation or other entity.

“ HP Matching Contributions ” means the matching contributions as defined in Section 4.1.

“ Incentive Award ” means an amount payable to an Eligible Employee under a cash bonus or incentive compensation plan of HP or an Affiliate that the Committee has deemed eligible for deferral, including bonuses paid under the EPfR Plan, the PfR Plan, the CPB Plan, the Hewlett-Packard Financial Services Incentive Compensation Plan and the Shoreline Investment Management Company Performance Incentive Plan.

“ Investment Options ” means the investment options, as determined from time to time by HP, used to credit earnings, gains and losses on Account balances.

“ Key Employee ” means an Employee treated as a “specified employee” under Code section 409A(a)(2)(B)(i), i.e., a key employee (as defined in Code section 416(i) without regard to paragraph (5) thereof) of a corporation the stock of which is publicly traded on an established securities market or otherwise. HP shall determine which Employees will be deemed a Key Employee for purposes of this Plan during a Plan Year based on the twelve-month period ending on the September 30 prior to the Plan Year.

“ Match Eligible Employee ” means an individual (i) who is eligible for the six percent (6%) match under the Hewlett-Packard Company 401(k) Plan, and (ii) whose Annual Rate of Pay on November 1 preceding the Plan Year within which deferrals are to be made is greater than the Code Section 401(a)(17) Limit for such Plan Year.

“ Outside Director ” means an individual who is a member of HP’s Board of Directors and not an Employee of HP.

“ Participant ” means an Eligible Employee or Outside Director who elects or has elected to defer amounts under the Plan.

“ PfR Plan ” means the Hewlett-Packard Company Pay-for-Results Short-Term Bonus Plan, as amended from time to time.

“ Plan ” means this Hewlett-Packard Company 2005 Executive Deferred Compensation Plan, as set forth herein and as amended from time to time.

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

“ Plan Year ” means January 1 through December 31.

“ Retirement Date ” means the date on which a Participant has completed at least 15 years of service, as measured from such Participant’s last hire date, and has attained age 55.

“ Rollover Participant ” means an individual with an Account in the Plan transferred from a Rollover Plan in accordance with the provisions of Article IX. 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.

“ Rollover Plan ” means either (1) a nonqualified deferred compensation plan of a business entity acquired by HP or an Affiliate through acquisition of a majority of the voting interest in, or substantially all of the assets of, such entity, or (2) any plan or program of HP or an Affiliate pursuant to the termination of which an Account is established for a Participant or Rollover Participant.

“ Termination Date ” means the date on which the Participant experiences a “separation from service” as defined under Code section 409A.

“ Termination of Employment ” or “ Terminates Employment ” means a “separation from service” with HP and its Affiliates as defined under Code section 409A.

ARTICLE II

PARTICIPATION

Participation in the Plan shall be limited to Eligible Employees and Outside Directors. HP shall notify any Employee of his status as an Eligible Employee at such time and in such manner as HP shall determine. An Eligible Employee or Outside Director shall become a Participant by making a deferral election under Article III.

ARTICLE III

PARTICIPANT ACCOUNTS

3.1 Employee Deferral Elections . Deferrals may be made by an Eligible Employee with respect to the following types of Eligible Income, as permitted by HP:

(a) Annual Rate of Pay .

(i) An Eligible Employee whose Annual Rate of Pay, as of the first day of November preceding the Plan Year within which the deferral is to be made, exceeds the Code Section 401(a)(17) Limit for the Plan Year in which the deferral is to be made, may elect to defer a portion of his Actual Pay. In order to elect to defer Annual Rate of Pay earned during a Plan Year, an Eligible Employee shall submit an irrevocable Deferral Form with HP before the beginning of such Plan Year.

(ii) The portion of his Annual Rate of Pay that an Eligible Employee elects to defer for a Plan Year shall be stated as a whole dollar amount. The minimum amount of Annual Rate of Pay that an Eligible Employee may elect to defer in a Plan Year is $1,200. The maximum amount is equal to the greater of $1,200 or the Eligible Employee’s Annual Rate of Pay that exceeds the Code Section 401(a)(17) Limit. If the Internal Revenue Service does not publish the Code Section 401(a)(17) Limit for the Plan Year prior to enrollment, HP has the discretion to determine eligibility to elect to defer Annual Rate of Pay; provided, however, if a Participant is determined to be ineligible to elect to defer Annual Rate of Pay under paragraph (i) above for a Plan Year, any Annual Rate of Pay deferrals the Participant elected for the Plan Year shall be void.

(iii) The deferral amount designated by an Eligible Employee will be deducted in equal installments over the pay periods falling within the Plan Year to which the election pertains.

(b) Incentive Awards . A Bonus Eligible Employee may elect to defer any portion of an Incentive Award up to 95%, expressed as whole percentage points. In order to elect to defer an Incentive Award, a Bonus Eligible Employee shall submit an irrevocable Deferral Form with HP before the beginning of the Plan Year in which the performance period to which Incentive Award pertains begins, in accordance with procedures that HP determines in its discretion. Notwithstanding the foregoing, if HP determines that a Bonus Eligible Employee may elect to defer a portion of the Incentive Award at a later time under Code section 409A, a Bonus Eligible Employee may elect to defer a portion of the Incentive Award by filing an irrevocable Deferral Form at such later time as determined by HP in accordance with Code section 409A.

3.2 Outside Director Deferral Elections. In order to elect to defer a portion of his Annual Retainer earned during a Plan Year, an Outside Director shall submit an irrevocable Deferral Form with HP before the beginning of such Plan Year, but no earlier than the first day of November preceding the Plan Year within which the deferral is to be made. The portion of his

Annual Retainer that an Outside Director elects to defer for a Plan Year shall be stated as a whole dollar amount.

3.3 Crediting of Deferrals . Eligible Income deferred by a Participant under the Plan shall be credited to the Participant’s Account as soon as administratively practicable after the amounts would have otherwise b een paid to the Participant.

3.4 Vesting on Eligible Income . A Participant shall at all times be 100% vested in any Eligible Income deferred under this Plan and credited to his Account.

ARTICLE IV

MATCH ON DEFERRALS

4.1 HP Matching Contributions. At the end of each Plan Year beginning with the 2006 Plan Year, HP shall credit a Match Eligible Employee’s Account with HP Matching Contributions. The HP Matching Contributions shall be a dollar-for-dollar match of the Match Eligible Employee’s deferral of Actual Pay for the Plan Year; provided that the maximum amount of such deferrals eligible for matching shall be limited to six percent (6%) of the Match Eligible Employee’s Actual Pay that exceeds the Code Section 401(a)(17) Limit. Notwithstanding the foregoing, the maximum amount of HP Matching Contributions for a Plan Year for a Match Eligible Employee shall be equal to six percent (6%) of the Code Section 401(a)(17) Limit for the Plan Year.

4.2 Crediting of HP Matching Contributions. HP Matching Contributions for a Plan Year shall be credited to the Accounts of Match Eligible Employees as soon as administratively practicable after the end of the Plan Year. The Account of a Participant shall be credited with HP Matching Contributions for a Plan Year only if such Participant has not terminated employment with HP and its Affiliates prior to the end of the Plan Year, unless such termination is due to death, disability or is after Participant’s Retirement Date.

4.3 Vesting of HP Matching Contributions.

(a) Vesting Schedule. A Participant’s interest in HP Matching Contributions shall vest as follows:

(i) For Participants who were hired by HP or an Affiliate prior to January 1, 2006, the Participant will be fully vested in HP Matching Contributions credited to such Participant’s Account.

(ii) For Participants who were hired by HP or its Affiliates on or after January 1, 2006, the Participant will be vested in HP Matching Contributions credited to such Participant’s Account when such Participant would be vested in HP Matching Contributions credited to his or her account under the Hewlett-Packard

Company 401(k) Plan. Notwithstanding the foregoing, a Participant will be fully vested in HP Matching Contributions credited to his or her Account if Participant’s employment with HP and its Affiliates is terminated due to death or disability, or after Participant has reached his or her Retirement Date.

(b) Forfeiture of HP Matching Contributions. Except as otherwise provided above, upon termination of employment with HP and its Affiliates, a Participant shall forfeit the nonvested portion of his or her Account and applicable earnings thereon.

ARTICLE V

INVESTMENT OPTIONS, EARNINGS CREDITED AND DISTRIBUTION OF ACCOUNT BALANCE

5.1 Investment Options and Earnings

(a) Investment Options and Procedures. HP shall select the Investment Options to be available under the Plan, and shall specify procedures by which a Participant may make an election as to the deemed investment of amounts credited to his Accounts among the Investment Options, as well as the procedures by which a Participant may change his investment selection. Nothing in this Plan, however, will require HP to invest any amounts in such Investment Options or otherwise.

(b) Earnings . HP shall periodically credit gains, losses and earnings to a Participant’s Account, until the full balance of the Account has been distributed. Amounts shall be credited to a Participant’s Account under this Section based on the results that would have been achieved had amounts credited to the Account been invested as soon as practicable after crediting into the Investment Options selected by the Participant.

Any portion of an Incentive Award that qualifies as “performance-based compensation” under Code section 162(m) and is deferred under the Plan by a Participant who qualifies as a “covered employee” under Code section 162(m) shall be credited with earnings and otherwise administered in a manner so that the ultimate payment(s) of the deferred amount remains so qualified.

5.2 Time and Form of Payment Elections

(a) The Deferral Form . Each Deferral Form shall specify the date on which payment of the aggregate of the deferred amount and any HP Matching Contributions for the Plan Year (and earnings thereon) is to commence. Such payment date shall be at least three (3) years after the Plan Year in which the deferrals are being made. Each Deferral Form shall also specify the form for payment of the deferred amount and any HP

Matching Contributions for the Plan Year (and earnings thereon). A Participant may elect payment in the form of a single lump sum payment or annual installment payments for a period of not less than two (2) but no more than fifteen (15) years. Annual installment payments will be paid once a year beginning on the date specified on the applicable Deferral Form or as otherwise provided herein.

(i) Default Elections . If a Participant fails to specify the date on which payment of the deferred amount and any HP Matching Contributions for the Plan Year (and earnings thereon) is to commence, then Participant will be deemed to have elected distribution at Participant’s Termination Date, subject to Sections 5.3 or 5.4 below. If a Participant fails to make an effective payment form designation on a Deferral Form, the amount deferred and any HP Matching Contributions for the Plan Year (and earnings thereon) under such Deferral Form will be distributed in a single lump sum in the year elected.

(b) Payment shall be made in January of the year that a Participant elects for a distribution.

(c) A Participant may also elect on a Deferral Form that payments of that Plan Year’s deferrals and any HP Matching Contributions (and earnings thereon) shall be paid in the month following the month in which Participant’s Termination Date occurs (in the case of installment payments, the first installment shall be paid in the January following Participant’s Termination Date, and subsequent installments shall be made each January thereafter), if Participant’s Termination Date is after his Retirement Date or Participant is an Outside Director.

(d) Except for Participants who are Outside Directors, if a Participant’s, Termination Date precedes his or her Retirement Date, such Participant shall be deemed to have elected on each Deferral Form that such Plan Year’s deferrals and any HP Matching Contributions (and earnings thereon) shall be paid in a single lump sum in the month following the month in which the Participant Terminates Employment, subject to Section 5.3 below.

5.3 Automatic Distributions . Notwithstanding any payment elections made on Deferral Forms and Section 5.2:

(a) Distribution to Key Employees . Distributions may not commence to a Key Employee upon a Termination of Employment before the date which is six months after the date of the Key Employee’s Termination of Employment. If distributions are to be paid in a lump sum, such lump sum payment shall be distributed in the seventh month after the Termination of Employment. If distributions are to be paid in installments and the first installment is payable during this six-month period, such installment shall be distributed in the seventh month after the Termination of Employment.

(b) Distributions Upon Death . If a Participant dies before full distribution of his Account balance, any balance shall be distributed in a lump sum payment to the Participant’s Beneficiary in the month following the month in which the Participant’s death occurs.

5.4 Withdrawals for Unforeseeable Emergency . Upon approval by the Plan Committee, a Participant may withdraw all or any portion of his vested Account balance for an Unforeseeable Emergency. The amounts distributed with respect to an Unforeseeable Emergency may not exceed the amounts necessary to satisfy such Unforeseeable Emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship) or by cessation of deferrals under this Plan. “Unforeseeable Emergency” means for this purpose a severe financial hardship to a Participant resulting from an illness or accident of the Participant, the Participant’s spouse, or a dependent (as defined in Code section 152(a)) of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.

Notwithstanding Section 3.1, if the Plan Committee approves a distribution, or the Committee approves this decision upon appeal, under this Section, the Participant’s deferrals under the Plan shall cease. The Participant will be allowed to enroll if eligible at the beginning of the next enrollment period following six (6) months after the date of distribution.

5.5 Effect of Taxation . If the Internal Revenue Service or a court of competent jurisdiction determines that Plan benefits are includible in the gross income of a Participant under Code section 409A prior to actual receipt of the benefits, HP shall immediately distribute the benefits found to be so includible to the Participant.

ARTICLE VI

ADMINISTRATION

6.1 General Administration . The Plan Committee shall be responsible for the operation and administration of the Plan and for carrying out the provisions hereof. The Plan Committee shall have the full authority and discretion to make, amend, interpret, and enforce all appropriate rules and regulations for the administration of this Plan and decide or resolve any and all questions, including interpretations of this Plan, as may arise in connection with this Plan. Any such action taken by the Plan Committee shall be final and conclusive on any party. The Plan Committee’s prior exercise of discretionary authority shall not obligate it to exercise its authority in a like fashion thereafter. The Committee and thePlan Committee shall be entitled to rely conclusively upon all tables, valuations, certificates, opinions and reports furnished by any actuary, accountant, controller, counsel or other person employed or engaged by HP with respect

to the Plan. The Committee and the Plan Committee may, from time to time, delegate to others, including employees of HP, such administrative duties as it sees fit.

6.2 Claims for Benefits : The following applies to Participants who are not Outside Directors.

(a) Filing a Claim . A Participant or his authorized representative may file a claim for benefits under the Plan. Any claim must be in writing and submitted to the Plan Committee at such address as may be specified from time to time. Claimants will be notified in writing of approved claims, which will be processed as claimed. A claim is considered approved only if its approval is communicated in writing to a claimant.

(b) Denial of Claim . In the case of the denial of a claim respecting benefits paid or payable with respect to a Participant, a written notice will be furnished to the claimant within 90 days of the date on which the claim is received. If circumstances (such as for a meeting) require a longer period, the claimant will be notified in writing, prior to the expiration of the 90-day period, of the reasons for an extension of time; provided, however, that no extensions will be permitted beyond 90 days after the expiration of the initial 90-day period.

(c) Reasons for Denial . A denial or partial denial of a claim will be dated and signed on behalf of the Plan Committee and will clearly set forth:

(i) the specific reason or reasons for the denial;

(ii) specific reference to pertinent Plan provisions on which the denial is based;

(iii) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and

(iv) an explanation of the procedure for review of the denied or partially denied claim set forth below, including the claimant’s right to bring a civil action under ERISA section 502(a) following an adverse benefit determination on review.

(d) Review of Denial . Upon denial of a claim, in whole or in part, a claimant or his duly authorized representative will have the right to submit a written request to the Committee for a full and fair review of the denied claim by filing a written notice of appeal with the Committee within 60 days of the receipt by the claimant of written notice of the denial of the claim. A claimant or the claimant’s authorized representative will have, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits and may submit issues and comments in writing, except for privileged or confidential documentation. The review will take into account all comments, documents, records, and

other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

If the claimant fails to file a request for review within 60 days of the denial notification, the claim will be deemed abandoned and the claimant precluded from reasserting it. If the claimant does file a request for review, his request must include a description of the issues and evidence he deems relevant. Failure to raise issues or present evidence on review will preclude those issues or evidence from being presented in any subsequent proceeding or judicial review of the claim.

(e) Decision Upon Review . The Committee or its delegate will provide a written decision on review. If the claim is denied on review, the decision shall set forth:

(i) the specific reason or reasons for the adverse determination;

(ii) specific reference to pertinent Plan provisions on which the adverse determination is based;

(iii) a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits; and

(iv) a statement describing any voluntary appeal procedures offered by the Plan and the claimant’s right to obtain the information about such procedures, as well as a statement of the claimant’s right to bring a civil action under ERISA section 502(a).

A decision will be rendered no more than 60 days after the receipt of the request for review, except that such period may be extended for an additional 60 days if the Committee determines that circumstances (such as for a meeting) require such extension. If an extension of time is required, written notice of the extension will be furnished to the claimant before the end of the initial 60-day period.

(f) Finality of Determinations; Exhaustion of Remedies . To the extent permitted by law, decisions reached under the claims procedures set forth in this Section shall be final and binding on all parties. No legal action for benefits under the Plan shall be brought unless and until the claimant has exhausted his remedies under this Section. In any such legal action, the claimant may only present evidence and theories which the claimant presented during the claims procedure. Any claims which the claimant does not in good faith pursue through the review stage of the procedure shall be treated as having been irrevocably waived. Judicial review of a claimant’s denied claim shall be limited to a determination of whether the denial was an abuse of discretion based on the evidence and theories the claimant presented during the claims procedure. Any suit or legal action initiated by a claimant under the Plan must be brought by the claimant no later than one year following a final decision on the claim for benefits.

Notwithstanding the foregoing, in no event may a claimant initiate suit or legal action more than two years after the facts giving rise to the action occurred. The foregoing limitations on suits or legal actions for benefits will apply in any forum where a claimant initiates such suit or legal action.

ARTICLE VII

AMENDMENT AND TERMINATION

7.1 Amendment or Termination . HP reserves the right to amend or terminate the Plan when, in the sole discretion of HP, such amendment or termination is advisable, pursuant to a resolution or other action taken by the Committee.

Any amendment or termination of the Plan will not affect the entitlement of any Participant or the Beneficiary of a Participant whose Termination Date occurs 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 of the Participant’s Termination Date and shall not be affected by any subsequent change in the provisions of the Plan; provided, that HP reserves the right to change the Investment Options with respect to any Participant or Beneficiary. Participants and Beneficiaries will be given notice prior to the discontinuance of the Plan, change in Investment Options available or reduction of any benefits provided by the Plan.

7.2 Effect of Amendment or Termination . No amendment or termination of the Plan shall adversely affect the rights of any Participant to amounts credited to his Account as of the effective date of such amendment or termination. Upon termination of the Plan, distribution of balances in Accounts shall be made to Participants and Beneficiaries in the manner and at the time described in Article V, unless HP determines in its sole discretion that all such amounts shall be distributed upon termination in accordance with the requirements under Code section 409A. Upon termination of the Plan, no further deferrals of Eligible Income shall be permitted; however, earnings, gains and losses shall continue to be credited to Account balances in accordance with Article V until the Account balances are fully distributed.

ARTICLE VIII

GENERAL PROVISIONS

8.1 Rights Unsecured . The right of a Participant or his Beneficiary to receive a distribution hereunder shall be an unsecured claim against the general assets of HP, and neither the Participant nor his Beneficiary shall have any preferred rights in or against any amount credited to any Account or any other assets of HP. The Plan at all times shall be considered entirely unfunded for tax purposes. Any funds set aside by HP for the purpose of meetings its obligations under the Plan, including any amounts held by a trustee, shall continue for all

purposes to be part of the general assets of HP and shall be available to its general creditors in the event of HP’s bankruptcy or insolvency. HP’s obligation under this Plan shall be that of an unfunded and unsecured promise to pay money in the future.

8.2 No Guarantee of Benefits . Nothing contained in the Plan shall constitute a guarantee by HP or any other person or entity that the assets of HP will be sufficient to pay any benefits hereunder.

8.3 No Enlargement of Rights . No Participant or Beneficiary shall have any right to receive a distribution under the Plan except in accordance with the terms of the Plan. Establishment of the Plan shall not be construed to give any Participant the right to continue to be employed by or provide services to HP.

8.4 Transferability . No interest of any person in, or right to receive a distribution under, the Plan shall be subject in any manner to sale, transfer, assignment, pledge, attachment, garnishment, or other alienation or encumbrance of any kind; nor may such interest or right to receive a distribution be taken, either voluntarily or involuntarily for the satisfaction of the debts of, or other obligations or claims against, such person.

8.5 Applicable Law . To the extent not preempted by federal law, the Plan shall be governed by the laws of the State of Delaware.

8.6 Incapacity of Recipient . If any person entitled to a distribution under the Plan is deemed by HP to be incapable of personally receiving and giving a valid receipt for such payment, then, unless and until a claim for such payment shall have been made by a duly appointed guardian or other legal representative of such person, HP may provide for such payment or any part thereof to be made to any other person or institution then contributing toward or providing for the care and maintenance of such person. Any such payment shall be a payment for the account of such person and a complete discharge of any liability of HP and the Plan with respect to the payment.

8.7 Taxes . HP or other payor may withhold from a benefit payment under the Plan or a Participant’s wages any federal, state, or local taxes required by law to be withheld with respect to a payment or accrual under the Plan, and shall report such payments and other Plan-related information to the appropriate governmental agencies as required under applicable laws.

8.8 Corporate Successors . The Plan and the obligations of HP under the Plan shall become the responsibility of any successor to HP by reason of a transfer or sale of substantially all of the assets of HP or by the merger or consolidation of HP into or with any other corporation or other entity.

8.9 Unclaimed Benefits . Each Participant shall keep HP informed of his current address and the current address of his designated Beneficiary. HP shall not be obligated to search for the whereabouts of any person if the location of a person is not made known to HP.

8.10 Severability . In the event any provision of the Plan shall be held invalid or illegal for any reason, any illegality or invalidity shall not affect the remaining parts of the Plan, but the Plan shall be construed and enforced as if the illegal or invalid provision had never been inserted.

8.11 Words and Headings . Words in the masculine gender shall include the feminine and the singular shall include the plural, and vice versa, unless qualified by the context. Any headings used herein are included for ease of reference only, and are not to be construed so as to alter the terms hereof.

8.12 Domestic Relations Orders . Notwithstanding Section 8.4, all or a portion of a Participant’s Account balance may be paid to another person as specified in a domestic relations order that HP determines is qualified (a “Qualified Domestic Relations Order”). For this purpose, a Qualified Domestic Relations Order means a judgment, decree, or order (including the approval of a settlement agreement) which is:

(a) issued pursuant to a State’s domestic relations law;

(b) relates to the provision of child support, alimony payments or marital property rights to a spouse, former spouse, child or other dependent of the Participant;

(c) creates or recognizes the right of a spouse, former spouse, child or other dependent of the Participant to receive all or a portion of the Participant’s benefits under the Plan;

(d) provides for payment in an immediate lump sum as soon as practicable after HP determines that a Qualified Domestic Relations Order exists; and

(e) meets such other requirements established by HP.

HP shall determine whether any document received by it is a Qualified Domestic Relations Order. In making this determination, HP may consider the rules applicable to “domestic relations orders” under Code section 414(p) and ERISA section 206(d), and such other rules and procedures as it deems relevant. If an order is determined to be a Qualified Domestic Relations Order, the amount to which the other person is entitled under the Order shall be paid in a single lump-sum payment as soon as practicable after such determination.

ARTICLE IX

ROLLOVERS FROM OTHER PLANS

9.1 Discretion to Accept . The Committee shall have complete authority and discretion, but no obligation, to establish an Account for a Rollover Participant and credit the Account with the amount transferred from the Rollover Participant’s account in a Rollover Plan. Amounts credited to such Accounts are fully subject to the provisions of this Plan. Reference in the Plan to such a crediting as a “rollover” or “transfer” 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.

9.2 Status of Rollover Participants . A Rollover Participant and his 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 has become eligible to do so under the terms of the Plan.

9.3 Payments to Rollover Participants . Payments from a Rollover Participant’s Account shall me made in accordance with the form and timing of payment provisions of the Rollover Plan.

IN WITNESS WHEREOF, HEWLETT-PACKARD COMPANY has caused this Hewlett-Packard Company 2005 Executive Deferred Compensation Plan to be executed on this 17 ^th day of November, 2005.

	HEWLETT-PACKARD COMPANY

	/s/ Lawrence T. Babbio, Jr.
	Lawrence T. Babbio, Jr.
	Chair, HR and Compensation Committee

Exhibit 99.2

HEWLETT-PACKARD COMPANY

EXCESS BENEFIT RETIREMENT PLAN

Amended and restated as of January 1, 2005

1. Establishment and Purpose of Plan

The Hewlett-Packard Company Excess Benefit Retirement Plan was originally established effective November 1, 1983. The purpose of the Plan is to provide supplemental retirement benefits to certain employees that are not able to be provided under the Hewlett-Packard Company Deferred Profit Sharing Plan (“DPSP”) and/or the Hewlett-Packard Company Retirement Plan (“RP”) due to of the limits imposed by Section 415 and Section 401(a)(17) of the Internal Revenue Code of 1986, as amended (the “Code”). The Plan is intended to be unfunded and maintained primarily for the purpose of providing deferred compensation to a select group of management or highly compensated employees, within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). The Plan was last restated as of November 1, 1999, and is restated as set forth herein, effective January 1, 2005 to comply with the requirements of Section 409A of the Code.

2. Definitions

The capitalized terms used in the Plan but not defined here are defined as under the DPSP or the RP.

(a) “Committee” means the HR and Compensation Committee of HP’s Board of Directors.

(b) “DPSP Account” means the separate account established for each Participant under the DPSP to which has been allocated that Participant’s DPSP Contributions.

(c) “DPSP Contributions” means the amount of Company Contributions, Separation Contributions and Forfeitures made to a Participant’s Account under the DPSP for any Plan Year ending on or before October 31, 1993.

(d) “Excess DPSP Account” means a bookkeeping account to which is credited all Excess DPSP Contributions and investment earnings, as provided in Section 4.

(e) “Excess DPSP Contributions” means the amount not able to have been contributed to the DPSP on behalf of a Participant due the limitations imposed by Section 415 of the Code and Section 401(a)(17) of the Code.

(f) “Excess Benefit” means the benefit payable to a Participant or Beneficiary from this Plan, as determined under Section 5.

(g) “Excess RP Benefit” means the benefit not able to be paid to a Participant from the RP due to the limitations of Section 415 and Section 401(a)(17) of the Code. Upon the death of a Participant before his or her Termination, the “Excess RP Benefit” due to a Beneficiary from this Plan shall be the amount not able to be paid under Section 7(a) of the RP due to the limitations of Section 415 or Section 401(a)(17) of the Code, except that “100%” shall be substituted for “50%” in Section 7(b) of the RP.

(h) “HP” means the Hewlett-Packard Company or any successor corporation or other entity.

(i) “Key Employee” means a Participant who is treated as a “specified employee” under Section 409A of the Code. For any calendar year, the Key Employee status of a Participant shall be determined during the 12-month period ending on the September 30 immediately before the beginning of such calendar year.

(j) “Participant” means an individual meeting the requirements of Section 3(a).

(k) “Plan” means the Hewlett-Packard Company Excess Benefit Retirement Plan, as it may be amended from time to time.

(l) “Plan Committee” means the committee to which the Committee delegates certain authority for various HP compensation and benefit matters.

(m) “RP Benefit” shall mean the benefit due to a Participant under the RP as of the date of his or her Termination, calculated as if the Participant elected receipt of the RP and/or DPSP benefit as of such date. In the case of a Participant who dies before Termination, the benefit payable to his or her Beneficiary under the RP shall be calculated as if the amount payable under the RP were 100% (and not 50%) of the lump sum Actuarially Equivalent value of the Retirement Benefit or Termination Benefit (as those terms are defined in the RP). Nothing in the preceding sentence is intended to increase any amount otherwise payable from the RP.

(n) “Termination” means a Participant’s “separation from service,” as defined under Section 409A of the Code, with respect to all members of the Affiliated Group that includes HP.

3. Participation

(a) General Rule . Any individual who is a Participant in the DPSP and/or the RP and who is or was unable to receive the full contributions or benefits otherwise provided under those plans by reason of the limitations of Section 415 and Section 401(a)(17) of the Code shall automatically be a Participant in this Plan.

(b) Termination of Participation . An individual shall cease to be a Participant as of the date when no further benefits are due or payable to him or her under the terms of the Plan. In addition to participation terminating as a result of a distribution of all benefits due under the Plan, termination of participation may occur as a result of an increase in the Section 415 or Section 401(a)(17) limitations of the Code, or a decrease in a Participant’s compensation taken into account under the RP.

4. Excess Benefit

(a) Calculation of Benefit . The amount payable from this Plan, if any, shall be called the “Excess Benefit” and shall be determined as of the date of a Participant’s Termination as follows:

(i) The greater of the RP Benefit or the DPSP Account, each calculated without regard to the limits of Section 415 and Section 401(a)(17) of the Code (and each expressed as a single life annuity commencing on date of Termination), minus

(ii) The RP Benefit (expressed as a single life annuity commencing on date of Termination).

(b) Benefit Amount upon Death of Participant . Upon the death of a Participant who dies before his or her Termination, the Excess Benefit shall be determined as if the Survivor or Termination Benefit determined under the RP were payable at 100% instead of 50% of the Actuarial Equivalent benefit, although nothing in this Section is intended to increase to 100% the Survivor or Termination Benefit payable under the RP, or to pay the difference between a 50% and 100% Survivor or Termination Benefit under the RP from this Plan.

(c) Establishment of Excess Benefit Account . A Participant’s Excess Benefit shall be converted to a lump sum equivalent as of the date of the Participant’s Termination, using the same actuarial factors that are used to convert an RP benefit from an annuity to a lump sum, which amount shall be credited to a bookkeeping entry, called an Excess Benefit Account, on behalf of such Participant.

(d) Crediting of Earnings . From June 1, 2000 through December 31, 2007, each Excess Benefit Account shall be credited with earnings, including gains and losses, as if invested in the DPSP. Effective January 1, 2008, each Excess Benefit Account shall be credited with earnings, including gains and losses, as if invested in the Stable Value Fund of the HP 401(k) Plan. Such crediting shall continue until all amounts in the Excess Benefit Account are paid out to the Participant or Beneficiary under the terms of this Plan.

5. Distribution of Excess Benefit Account .

(a) General Rule . For Terminations occurring on and after January 1, 2006, and except for Key Employees or as may be otherwise elected under the remainder of this section, a Participant’s Excess Benefit Account shall be distributed to him or her in a single lump sum in January of the year following his or her Termination.

(b) Delayed Distribution to Key Employees . If payment under Section 6(a) would result in a distribution to a Key Employee within six months of such Termination, payment shall be made instead in the seventh month following such Termination (unless an election to defer payment has previously been filed by the Key Employee in accordance with the terms of the Plan).

(c) Participants Eligible to Make a Deferral Election . On and after January 1, 2006, a Participant (i) who is age 55 or older on his or her Termination date, and (ii) whose Excess Benefit Account is valued at more than $150,000 at the time it is established, may elect to defer receipt of his or her Excess Benefit Account for a term of years, in accordance with procedures established by HP.

(d) Time for Making Deferral Election . A Participant eligible to make a deferral election may do so by making an election during an election period specified by HP, which period shall end no later than December 31 ^st of the year preceding the year of his or her Termination.

(e) Period of Deferral and Form of Payment . Any election to defer receipt of the Excess Benefit shall provide for an additional deferral period of no less than five years from the date that the distribution of the Excess Benefit would otherwise have been made in the absence of such a deferral, and shall not extend beyond the January following the year in which the Participant attains age 70-1/2.

Any such deferral election shall specify whether payment is to be made in a lump sum or 10-year installments. In the case of installments, the amount of each annual installment shall be determined by dividing the unpaid balance as of the last day of the prior Plan Year by the number of annual payments remaining to be made.

(f) Distribution upon the Death of a Participant . Notwithstanding any election made by a Participant or any other Plan term, upon the death of a Participant prior to distribution of all amounts from his or her Excess Benefit Account, all remaining amounts in such Account (including, without limitation, any unpaid installments) shall be distributed to the Participant’s Beneficiary in a single lump sum in January of the year following such death.

(g) Transition Rule for Pre-2005 Terminations . Each Participant with a Termination date on or before December 31, 2004 shall have an Excess Benefit Account established for him or her as of February 1, 2006, if one has not already been established. For a Participant for whom an Excess Benefit Account has not previously been established, such Account shall be established as if such Participant commenced receipt of his DPSP and/or RP benefits as of February 1, 2006, and interest shall be credited to such Account on and after that date.

For Participants with a Termination date on or before December 31, 2004 who will not attain age 55 on or before December 31, 2006, or whose Excess Benefit Account is less than $150,000 at the time of establishment, the Excess Benefit Account shall be paid in a lump sum in January of 2007. All other such Participants may make an election during the 2006 calendar year, at a time and in accordance with procedures established by HP, to defer the receipt of amounts in their Excess Benefit Accounts to a time that is no earlier than January 2008, and no later than the January of the year following the year in which the Participant attains age 70-1/2. An election made under this subsection shall specify whether payment is to be made in the form of a lump sum or installments over a period of two to 10 years. If no election is made during this 2006 election period, payment shall be made in a lump sum in January of 2008.

For Participants with a Termination date on or before December 31, 2004 who are due to receive installment payments from an Excess Benefit Account in 2006 and/or 2007, such 2006 payment shall be made, but no such payments shall be made in 2007. If elected, installment payments may again commence in January 2008.

(h) Transition Rule for Terminations during 2005 . A Participant with a Termination date during the 2005 calendar year with an Excess Benefit Account in excess of $150,000 and who will attain age 55 on or before December 31, 2005 may make an election in 2005, in accordance with procedures established by HP, (i) to receive a lump sum payment of his or her Excess Benefit Account on or before December 31, 2005, or (ii) to defer payment of his or her Excess Benefit Account, for receipt no earlier than January 2007. If a deferral election is made, such election shall specify whether payment is to be made in the form of a lump sum or 10-year installments. If no election is made during this 2005 election period, payment shall be made in a lump sum in January of 2007. A Participant who did not elect to commence his or her RP benefit during 2005 shall have an Excess Benefit Account established as of the date of his or her termination, for disposition according to this paragraph.

(i) Transition Rule for Elections Made by Active Employees during 2005 . A Participant who is an active employee of HP as of December 31, 2005 may make an election on or before December 31, 2005 for distribution of his or her Excess Benefit Account as of a date certain, regardless of whether or not such Participant has incurred a Termination. Such date certain shall be no earlier than January of 2007, and payment shall be made pursuant to such election regardless of whether or not the Participant has incurred a Termination as of such date. Any such election shall specify whether payment is to be made in the form of a lump sum or 10-year installments. In the event that such electing Participant has not incurred a Termination as of the time when payment is due, the Excess Benefit due from this Plan shall be calculated under Section 4 as if the Participant had a Termination as of the last day of the month preceding the month in which payment is scheduled to be made. In the event the Participant continues to be an active employee of HP during and after the month in which the scheduled payment occurs, any

Excess Benefit due upon the Participant’s Termination shall be reduced by the actuarial equivalent of the amounts previously received.

(j) Effect of Taxation . If the Internal Revenue Service or a court of competent jurisdiction determines that the Plan benefits are includible in the gross income of a Participant under Code Section 409A prior to actual receipt of the benefits, HP shall immediately distribute the benefits found to be so includible to the Participant.

6. Funding Policy and Method

This Plan shall be unfunded within the meaning of Section 201(2) of ERISA. HP may establish a rabbi trust to support payment of its liabilities under this Plan but is not required to do so.

7. Administration

The Plan Committee shall be responsible for the operation and administration of the Plan and for carrying out the provisions hereof. The Plan Committee shall have the full authority and discretion to make, amend, interpret, and enforce all appropriate rules and regulations for the administration of this Plan and decide or resolve any and all questions, including interpretations of this Plan, as may arise in connection with this Plan. Any such action taken by the Plan Committee shall be final and conclusive on any party. The Plan Committee’s prior exercise of discretionary authority shall not obligate it to exercise its authority in a like fashion thereafter. The Plan Committee shall be entitled to rely conclusively upon all tables, valuations, certificates, opinions and reports furnished by any actuary, accountant, controller, counsel or other person employed or engaged by HP with respect to the Plan. The Plan Committee may, from time to time, delegate to others, including employees of HP, such administrative duties as it sees fit.

8. Claims and Appeals

(a) Payment of Benefits . The payment of benefits due under the Plan shall be made at such times and in such amounts as provided for under the terms of the Plan, and in accordance with any deferral elections that are determined to be valid under the terms of the Plan. Each Participant and Beneficiary shall be obligated to keep HP informed as to his or her current address so that payments may be made as required. The mailing of a payment to the last known mailing address of a Participant or Beneficiary shall be deemed full payment of the amount so mailed.

(b) Denial of Claim . A Participant or his authorized representative who believes that he or she is due a benefit that has not been paid may file a claim for benefits under the Plan. Any claim must be in writing and submitted to the Plan Committee at such address as may be specified from time to time. If the claim is denied, a written notice will be furnished to the claimant within 90 days after the date the claim was received. If circumstances require a longer period, the claimant will be notified in writing, prior to the expiration of the 90-day period, of the reasons for an extension of time; provided, however, that no extensions will be permitted beyond 90 days after the expiration of the initial 90-day period.

(i) the specific reason or reasons for the denial;

(ii) specific reference to pertinent Plan provisions on which the denial is based;

(iii) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and

(d) Review of Denial . Upon denial of a claim, in whole or in part, a claimant or his duly authorized representative may request a full and fair review of the denied claim by filing a written notice of appeal with the Committee. Any such appeal must be received by the Committee within 60 days of the date that the notice of the denied claim was received. A claimant or the claimant’s authorized representative will have, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits and may submit issues and comments in writing, except for privileged or confidential documentation. The review will take into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

(e) Decision Upon Review . The Committee will provide a written decision on review. If the claim is denied on review, the decision shall set forth:

(i) the specific reason or reasons for the adverse determination;

(ii) specific reference to pertinent Plan provisions on which the adverse determination is based;

A decision will be rendered at the next regularly-scheduled meeting of the Committee, unless the appeal is received within 30 days of the next meeting, in which case, a decision may be rendered no later than the next following regularly-scheduled meeting of the Committee.

having been irrevocably waived. Judicial review of a claimant’s denied claim shall be limited to a determination of whether the denial was an abuse of discretion based on the evidence and theories the claimant presented during the claims procedure. Any suit or legal action initiated by a claimant under the Plan must be brought by the claimant no later than one year following a final decision on the claim for benefits. Notwithstanding the foregoing, in no event may a claimant initiate suit or legal action more than two years after the facts giving rise to the action occurred. The foregoing limitations on suits or legal actions for benefits will apply in any forum where a claimant initiates such suit or legal action.

9. Amendment and Termination of the Plan

HP reserves the right to amend or terminate the Plan at any time by resolution of the Committee. Any amendment or termination of the Plan will not affect the entitlement of any Participant who terminates employment before the amendment or termination. All benefits to which any Participant may be entitled shall be determined under the Plan as in effect at the time the Participant terminates employment and, except as to the method or rate at which investment earnings shall be credited to Excess Benefit Accounts, calculation of the Excess Benefit and establishment of the Excess Benefit Accounts shall not be affected by any subsequent change in the provisions of the Plan. Participants will be given notice prior to the discontinuance of the Plan or reduction of any benefits provided by the Plan.

10. General Provisions

(a) Rights Unsecured . The right of a Participant or his Beneficiary to receive a distribution hereunder shall be an unsecured claim against the general assets of HP, and neither the Participant nor his Beneficiary shall have any preferred rights in or against any amount credited to any Excess Benefit Account or any other assets of HP. The Plan at all times shall be considered entirely unfunded for tax purposes. Any funds set aside by HP for the purpose of meetings its obligations under the Plan, including any amounts held by a trustee, shall continue for all purposes to be part of the general assets of HP and shall be available to its general creditors in the event of HP’s bankruptcy or insolvency. HP’s obligation under this Plan shall be that of an unfunded and unsecured promise to pay money in the future.

(b) Choice of Law . To the extent not preempted by federal law, this Plan shall be interpreted and construed in accordance with the law of the State of Delaware.

(c) Assignment . The benefit payable under this Plan shall not be subject to assignment or alienation, and any attempt to do so shall be void.

(d) Competency to Handle Benefits . If, in the opinion of the Plan Committee, any person becomes unable to properly handle any property distributable to such person under the Plan, the Plan Committee may make any reasonable arrangement for the distribution of Plan benefits on such person’s behalf as it deems appropriate. Any payment made under the preceding sentence will release HP from all further liability to the extent of the payment made.

(e) Severability of Provisions . If any provision of the Plan shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision hereof, and the Plan shall be construed and enforced as if such provision had not been included.

(f) Tax Withholding . Any amount may be withheld from any Excess Benefit Account or any other payment otherwise due under this Plan, if determined necessary or appropriate to comply with any Federal or state income, withholding or similar requirement of law.

(g) No Employment Rights . Nothing in the Plan, nor any action of the Committee, the Plan Committee or HP pursuant to the Plan, shall give any person any right to remain in the employ of HP or affect the right of HP to terminate a person’s employment at any time, with or without cause.

(h) Determination of Beneficiary . Each Participant may designate a Beneficiary or Beneficiaries in accordance with procedures established by HP, and only a Beneficiary designation submitted in accordance with such procedures and received by HP before the death of the Participant shall be a valid Beneficiary designation. If there is no valid Beneficiary designation on file at the time of the Participant’s death, payment of his or her Excess Benefit Account shall be distributed as follows: (i) to the Participant’s spouse; (ii) if no spouse is living at the time of such payment, then the Participant’s living children, in equal shares; (iii) if neither a spouse nor children are living, then the Participant’s living parents, in equal shares; (iv) if neither spouse, nor children, nor parents are living, then the Participant’s living brothers and sisters, in equal shares; (v) if none of the individuals described in (i) through (iv) are living, to the Participant’s estate. A Participant’s domestic partner shall be considered his or her spouse for purposes of this paragraph. HP shall determine a person’s status as a domestic partner in a uniform and nondiscriminatory manner. Such a determination shall be binding and conclusive on all parties.

(i) Domestic Relations Orders . Notwithstanding any other provision of the Plan, all or a portion of a Participant’s Excess Benefit Account may be paid to another person as specified in a domestic relations order that HP determines is qualified (a “Qualified Domestic Relations Order”). For this purpose, a Qualified Domestic Relations Order means a judgment, decree, or order (including the approval of a settlement agreement) that:

(i) is issued pursuant to a State’s domestic relations law;

(ii) relates to the provision of child support, alimony payments or marital property rights to a spouse, former spouse, child or other dependent of the Participant;

(iii) creates or recognizes the right of a spouse, former spouse, child or other dependent of the Participant to receive all or a portion of the Participant’s benefits under the Plan;

(iv) provides for payment in an immediate lump sum as soon as practicable after HP determines that a Qualified Domestic Relations Order exists; and

(v) meets such other requirements established by HP.

IN WITNESS WHEREOF, Hewlett-Packard Company has caused this restatement of the Hewlett-Packard Company Excess Benefit Retirement Plan to be executed this 17 ^th day of November, 2005, effective as of January 1, 2005.

	HEWLETT-PACKARD COMPANY


	By:	/s/ Lawrence T. Babbio, Jr.
		Lawrence T. Babbio, Jr.
		Chair, HR and Compensation Committee

Exhibit 99.3

HEWLETT-PACKARD COMPANY

CASH ACCOUNT RESTORATION PLAN

Amended and restated as of January 1, 2005

1. Establishment and Purpose of Plan

The Hewlett-Packard Company Cash Account Restoration Plan was originally established effective May 1, 1982, as the Digital Equipment Corporation Pension Restoration Plan. It was renamed the Digital Equipment Corporation Cash Account Restoration Pension Plan, effective March 1, 1996, was renamed the Compaq Computer Corporation Cash Account Pension Restoration Plan effective December 31, 1999, and renamed the HP Cash Account Pension Restoration Plan effective January 1, 2003. The purpose of the Plan is to provide supplemental retirement benefits to certain employees that are not able to be provided under the HP Cash Account Pension Plan (the “CAPP”) due to the limits imposed by Section 415 and Section 401(a)(17) of the Internal Revenue Code of 1986, as amended (the “Code”). The Plan is intended to be unfunded and maintained primarily for the purpose of providing deferred compensation to a select group of management or highly compensated employees, within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). The Plan was last restated as of January 1, 2003, and is restated as set forth herein, effective January 1, 2005 to comply with the requirements of Section 409A of the Code.

The calculation and payment of benefits with respect to any Participant who terminated employment before January 1, 2005 from HP or from any prior sponsor of this Plan shall be governed by the terms of the Plan as in effect at the time of such termination of employment.

2. Definitions

The capitalized terms used in the Plan but not defined here shall be defined as under the CAPP.

(a) “Committee” means the HR and Compensation Committee of HP’s Board of Directors.

(b) “HP” means the Hewlett-Packard Company or any successor corporation or other entity.

(c) “Key Employee” means a Participant who is treated as a “specified employee” under Section 409A of the Code. For any calendar year, the Key Employee status of a Participant shall be determined during the 12-month period ending on the September 30 immediately before the beginning of such calendar year.

(d) “Participant” means an individual meeting the requirements of Section 3(a).

(e) “Plan” means the Hewlett-Packard Company Cash Account Restoration Plan, as it may be amended from time to time.

(f) “Plan Committee” means the committee to which the Committee delegates certain authority for various HP compensation and benefit matters.

(g) “Termination” means a Participant’s “separation from service,” as defined under Section 409A of the Code, with respect to all members of the Affiliated Group that includes HP.

(h) “Vested Participant” means a Participant who has met the requirements for being fully vested in the CAPP.

3. Participation

(a) General Rule . Any individual who is a Participant in the CAPP and who is or was unable to receive the full contributions or benefits otherwise provided under the CAPP by reason of the limitations of Section 415 and Section 401(a)(17) of the Code shall automatically be a Participant in this Plan.

(b) Termination of Participation . An individual shall cease to be a Participant as of the date when no further benefits are due or payable to him or her under the terms of the Plan. Termination of participation may occur, without limitation, as a result of a Participant’s Termination before becoming a Vested Participant.

4. The CARP Benefit

(a) CARP Account . A bookkeeping account (called a “CARP Account” or the “Account”) shall be established on behalf of each Participant, to which Pay Credits and/or Interest Credits shall be credited as provided under the remainder of this Section. The benefit payable to a Vested Participant from this Plan shall equal the combination of Pay Credits and Interest Credits credited to such Participant’s Account.

(b) Pay Credits for Certain Participants . Pay Credits in the amount not able to be credited to Participant accounts under the CAPP due to the limitations of Section 415 and Section 401(a)(17) of the Code shall be credited to the Accounts of those Participants who are currently accruing a benefit under the CAPP. Pay Credits shall also be made with respect to amounts treated as deferred compensation (and therefore excluded from the definition of “Pay”) under the CAPP. Pay Credits shall be credited at such times and in such percentages of eligible compensation as provided under the CAPP.

(c) Interest Credits for CARP Accounts . Interest Credits shall be credited to all CARP Accounts at the same rate and at such times as such Interest Credits are credited under the CAPP, until distribution of the CARP Account.

5. Distribution of the CARP Account

(a) Lump Sum Following Termination . The CARP Account of a Vested Participant shall be distributed to him or her in a single lump sum in January of the year following his or her Termination. If payment under the preceding sentence would result in a distribution to a Key Employee within six months of his or her Termination, payment shall instead be made in the seventh month following such Termination.

(b) Distribution upon Death . Upon the death of a Participant (whether or not a Vested Participant) before his or her Termination, the CARP Account shall be distributed to the Beneficiary determined under Section 10(h) in January of the year following the year of such death.

(c) Termination of an Unvested Participant . Upon the Termination of a Participant who is not a Vested Participant, the CARP Account established with respect to such Participant shall be reduced

to zero, and no benefit shall be due or payable to him or her from this Plan. If such Participant is rehired within five years, the CARP Account of such Participant shall be restored with such amounts as had been credited at the time of Termination, plus Interest Credits since such Termination date.

(d) Forfeiture for Misconduct . A Participant’s CARP Account may be forfeited if HP determines in good faith that the Participant committed fraud in a matter involving HP, breached a material contract with or obligation to HP, misappropriated any assets of HP (tangible or intangible), committed gross misconduct in connection with his or her employment, or engaged in conduct that would constitute a felony or other serious crime adversely affecting the operation or reputation of HP. In this case, the Participant’s CARP Account shall be reduced to zero.

(e) Effect of Taxation . If the Internal Revenue Service or a court of competent jurisdiction determines that any Plan benefit is includible in the gross income of a Participant under Code Section 409A prior to actual receipt of the benefits, the Plan shall immediately distribute the benefits found to be so includible to the Participant.

6. Funding Policy and Method

This Plan shall be unfunded within the meaning of Section 201(2) of ERISA. HP may establish a rabbi trust to support payment of its liabilities under this Plan but is not required to do so.

7. Administration

8. Claims and Appeals

claim was received. If circumstances require a longer period, the claimant will be notified in writing, prior to the expiration of the 90-day period, of the reasons for an extension of time; provided, however, that no extensions will be permitted beyond 90 days after the expiration of the initial 90-day period.

(i) the specific reason or reasons for the denial;

(ii) specific reference to pertinent Plan provisions on which the denial is based;

(iii) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and

(e) Decision Upon Review . The Committee will provide a written decision on review. If the claim is denied on review, the decision shall set forth:

(i) the specific reason or reasons for the adverse determination;

(ii) specific reference to pertinent Plan provisions on which the adverse determination is based;

9. Amendment and Termination of the Plan

HP reserves the right to amend or terminate the Plan at any time by resolution of the Committee. Any amendment or termination of the Plan will not affect the entitlement of any Participant who terminates employment before the amendment or termination. All benefits to which any Participant may be entitled shall be determined under the Plan as in effect at the time the Participant terminates employment, and amounts previously credited to CARP Accounts shall not be affected by any subsequent change in the provisions of the Plan. Participants will be given notice prior to the discontinuance of the Plan or reduction of any benefits provided by the Plan.

10. General Provisions

(a) Rights Unsecured . The right of a Participant or his Beneficiary to receive a distribution hereunder shall be an unsecured claim against the general assets of HP, and neither the Participant nor his Beneficiary shall have any preferred rights in or against any amount credited to any Account or any other assets of HP. The Plan at all times shall be considered entirely unfunded for tax purposes. Any funds set aside by HP for the purpose of meetings its obligations under the Plan, including any amounts held by a trustee, shall continue for all purposes to be part of the general assets of HP and shall be available to its general creditors in the event of HP’s bankruptcy or insolvency. HP’s obligation under this Plan shall be that of an unfunded and unsecured promise to pay money in the future.

(b) Choice of Law . To the extent not preempted by federal law, this Plan shall be interpreted and construed in accordance with the law of the State of Delaware.

(c) Assignment . The benefit payable under this Plan shall not be subject to assignment or alienation, and any attempt to do so shall be void.

behalf as it deems appropriate. Any payment made under the preceding sentence will release HP from all further liability to the extent of the payment made.

(f) Tax Withholding . Any amount may be withheld from any payment otherwise due under this Plan, if determined necessary or appropriate to comply with any Federal or state income, withholding or similar requirement of law.

(h) Determination of Beneficiary . Each Participant may designate a Beneficiary or Beneficiaries in accordance with procedures established by HP, and only a Beneficiary designation submitted in accordance with such procedures and received by HP before the death of the Participant shall be a valid Beneficiary designation. If there is no valid Beneficiary designation on file at the time of the Participant’s death, payment of his or her CARP Account shall be distributed as follows: (i) to the Participant’s spouse; (ii) if no spouse is living at the time of such payment, then the Participant’s living children, in equal shares; (iii) if neither a spouse nor children are living, then the Participant’s living parents, in equal shares; (iv) if neither spouse, nor children, nor parents are living, then the Participant’s living brothers and sisters, in equal shares; (v) if none of the individuals described in (i) through (iv) are living, to the Participant’s estate. A Participant’s domestic partner shall be considered his or her spouse for purposes of this paragraph. HP shall determine a person’s status as a domestic partner in a uniform and nondiscriminatory manner. Such a determination shall be binding and conclusive on all parties.

(i) Domestic Relations Orders . Notwithstanding any other terms of the Plan, all or a portion of a Participant’s Account may be paid to another person as specified in a domestic relations order that HP determines is qualified (a “Qualified Domestic Relations Order”). For this purpose, a Qualified Domestic Relations Order means a judgment, decree, or order (including the approval of a settlement agreement) that:

(i) is issued pursuant to a State’s domestic relations law;

(ii) relates to the provision of child support, alimony payments or marital property rights to a spouse, former spouse, child or other dependent of the Participant;

(iii) creates or recognizes the right of a spouse, former spouse, child or other dependent of the Participant to receive all or a portion of the Participant’s benefits under the Plan;

(iv) provides for payment in an immediate lump sum as soon as practicable after HP determines that a Qualified Domestic Relations Order exists; and

(v) meets such other requirements established by HP.

HP shall determine whether any document received by it is a Qualified Domestic Relations Order. In making this determination, HP may consider the rules applicable to “domestic relations orders” under Code Section 414(p) and ERISA Section 206(d), and such other rules and procedures as it deems relevant. If an order is determined to be a Qualified Domestic Relations Order, the amount to which the

other person is entitled under the Order shall be paid in a single lump-sum payment as soon as practicable after such determination.

IN WITNESS WHEREOF, Hewlett-Packard Company has caused this restatement of the Hewlett-Packard Company Cash Account Restoration Plan to be executed this 17 ^th day of November, 2005, effective as of January 1, 2005.

HEWLETT-PACKARD COMPANY


By:		/s/ Lawrence T. Babbio, Jr.
		Lawrence T. Babbio, Jr.
		Chair, HR and Compensation Committee

Exhibit 99.4

HEWLETT-PACKARD COMPANY

1997 DIRECTOR STOCK PLAN

(AMENDED AND RESTATED, EFFECTIVE NOVEMBER 1, 2005)

PART 1. PLAN ADMINISTRATION AND ELIGIBILITY

I. Purpose

The purpose of this amended and restated 1997 Director Stock Plan (the “Plan”) of Hewlett-Packard Company (“HP”) is to encourage ownership in HP by outside directors of HP (each, a “Non-Employee Director,” or collectively, the “Non-Employee Directors”) whose continued services are considered essential to HP’s continued progress and thus to provide them with a further incentive to remain as directors of HP.

II. Administration

The Board of Directors (the “Board”) of HP or any committee (the “Committee”) of the Board that will satisfy Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any regulations promulgated thereunder, as from time to time in effect, including any successor rule (“Rule 16b-3”), shall supervise and administer the Plan. The Committee shall consist solely of two or more non-employee directors of HP, who shall be appointed by the Board. A member of the Board shall be deemed to be a “non-employee director” only if he satisfies such requirements as the Securities and Exchange Commission may establish for non-employee directors under Rule 16b-3. Members of the Board receive no additional compensation for their services in connection with the administration of the Plan.

The Board or the Committee may adopt such rules or guidelines as it deems appropriate to implement the Plan. All questions of interpretation of the Plan or of any shares issued under it shall be determined by the Board or the Committee and such determination shall be final and binding upon all persons having an interest in the Plan. Any or all powers and discretion vested in the Board or the Committee under this Plan may be exercised by any subcommittee so authorized by the Board or the Committee and satisfying the requirements of Rule 16b-3.

III. Participation in the Plan

Each member of the Board who is not an employee of HP or any of its subsidiaries or affiliates and who is providing service to HP as a member of the Board at the beginning of the Plan Year shall be eligible to receive an Annual Retainer (as defined in Section XII below) under the Plan.

Any member of the Board who enters service after the beginning of the Plan Year may be eligible to receive a prorated Annual Retainer under the Plan as the Board or the Committee determines in its discretion.

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

V. Effective Date of the Plan

The Plan shall take effect on the date of adoption by the shareholders of HP. The Plan shall terminate on February 24, 2007, unless earlier terminated by the Board of Directors or the Committee.

VI. Time for Granting Options and Issuing Shares

No options shall be granted, and no Common Stock Payments (as defined in Section VII below) shall be made, after the date on which this Plan terminates. The applicable terms of this Plan, and any terms and conditions applicable to the options granted or the shares issued prior to such date, shall survive the termination of the Plan and continue to apply to such options and shares.

VII. Terms and Conditions

A. Compensation Alternatives .

1. Within (i) 25 days after the beginning of the Plan Year (as defined in Section XII below), or (ii) if the Non-Employee Director elects to participate in the Hewlett-Packard Company 2005 Executive Deferred Compensation Plan (the “EDCP”) then in the calendar year preceding the first day of the Plan Year, each Non-Employee Director will be entitled to select one of the following alternative means of payment for the value of his Annual Retainer:

(i) A minimum of seventy-five percent of the value of his Annual Retainer in the form of a Common Stock payment (a “Common Stock Payment”) and the balance in cash (a “Cash Payment”); or

(ii) A minimum of seventy-five percent of the value of his Annual Retainer in the form of an option to purchase shares of Common Stock (an “Option Payment”) and a Cash Payment.

2. If any Non-Employee Director fails to notify the Secretary of HP in writing by 25 days after the beginning of the Plan Year of his desired means to receive payment of the Annual Retainer for the Plan Year, then he shall be deemed to have elected an Option Payment for fifty percent of the value of his Annual Retainer, with the remaining fifty percent in cash. Any such election, or any modification or termination of such an election, shall be filed with HP on a form prescribed by HP for this purpose. If a Non-Employee Director does not elect to participate in the

EDCP and does not select his or her means of payment in Section VII(A)(1) above within the prescribed time, then such Non-Employee Director shall not be permitted to participate in the EDCP for the applicable Plan Year.

B. Common Stock Payment .

1. Date of Payment. The shares constituting any Common Stock Payment shall be issued automatically one month after the beginning of each Plan Year (or, if such date is not a business day, on the next succeeding business day) (the “Grant Date”), with the first payment under this Plan commencing March 1, 1997. Each award of a Common Stock Payment shall be evidenced by an agreement which shall reflect the terms and conditions of the Common Stock Payment and such additional terms and conditions as may be determined by the Board or the Committee.

2. Number of Shares Subject to Common Stock Payment. The total number of shares of Common Stock included in each Common Stock Payment shall be determined by dividing the amount of the Annual Retainer that is to be paid in stock by the Fair Market Value (as defined in Section XII below) of a share of Common Stock on the Grant Date. It shall be rounded up to the largest number of whole shares determined as follows:

75% or more, if applicable, of Annual Retainer		= Number of Shares
Fair Market Value on the Grant Date		= Number of Shares

Any payment for a fractional share automatically shall be paid in cash based upon the Fair Market Value on the Grant Date of such fractional share.

3. Holding Period for Common Stock Payment Shares. If the Committee does not expressly exercise its discretion to change the vesting of the Common Stock Payment for a Plan Year, then the vesting of such Common Stock Payment shall be the same as the last Plan Year in which the Committee exercised its discretion. The shares of Common Stock included in each Common Stock Payment shall be deposited in certificate or book entry form in escrow with HP’s Secretary until such shares vest. The Non-Employee Director shall retain all rights in the shares while they are held in escrow, including, but not limited to, voting rights and the right to receive dividends; provided, however, that the Non-Employee Director shall not have the right to pledge, sell or otherwise assign such shares until all restrictions pertaining to such shares are terminated. Promptly after the shares vest, HP’s Secretary shall release the shares from escrow and deliver any applicable stock certificates to the Non-Employee Director or release any applicable restrictions on the Non-Employee Director’s book entry account.

C. Option Payment .

Subject to Section VII.A. above, each Non-Employee Director may specify the amount of his Annual Retainer to be received in the form of a non-statutory option not entitled to special tax treatment under Section 422 of the Internal Revenue Code of 1986, as amended. Each option granted under this Plan shall be evidenced by a written agreement in such form as the Board or Committee shall from time to time approve, which Agreements shall comply with and be subject to the following terms and conditions and such additional terms and conditions as may be determined by the Board or Committee:

1. Date of Payment. The option constituting any Option Payment shall be granted automatically on the Grant Date.

2. Number of Shares Subject to Option. The number of shares to be subject to any option granted pursuant to the Plan shall be an amount necessary to make such option equal in value, using a modified Black-Scholes option valuation model, to that portion of the Annual Retainer that the Non-Employee Director elected to receive in the form of an option. The value of the option will be calculated by assuming that the value of an option to purchase one share of Common Stock equals the product of (i) a fraction determined by dividing 1 by the Multiplier, as defined below, and (ii) the Fair Market Value of a share of Common Stock on the Grant Date.

The number of shares represented by an option granted pursuant to the Plan shall be determined by multiplying the number of shares determined in Section VII.B.2 above by a multiplier determined using a modified Black-Scholes option valuation method (the “Multiplier”). The Board or the Committee shall determine the Multiplier prior to the beginning of the Plan Year by considering the following factors: (i) the Fair Market Value of the Common Stock on the date the Multiplier is determined; (ii) the average length of time that Company stock options are held by optionees prior to exercise; (iii) the risk-free rate of return based on the term determined in (ii) above and U.S. government securities rates; (iv) the annual dividend yield for the Common Stock; and (v) the volatility of the Common Stock over the previous ten-year period. For the Plan Year commencing March 1, 1997, the Board or the Committee shall calculate the Multiplier by March 1, 1997. The number of shares to be subject to the option shall be rounded up to the largest number of whole shares determined as follows:

75% or more, if applicable, of Annual Retainer		x Multiplier = Number of Shares
Fair Market Value on the Grant Date		x Multiplier = Number of Shares

3. Price of Options. The exercise price of the option will be the Fair Market Value of the Common Stock on the date of grant.

4. Exercise of Options. Options may be exercised only by written notice to HP at its head office accompanied by payment in cash of the full consideration for the shares as to which they are exercised.

5. Period of Option. The Committee shall have the discretion to determine the exercisability of Shares subject to the option; provided, however, that no option shall be exercisable after the expiration of ten (10) years from the date upon which such option is granted. If the Committee does not expressly exercise its discretion to change the exercisability of the options for a Plan Year, then the exercisability of such options shall be the same as the last Plan Year in which the Committee expressly exercised its discretion.

6. Exercise by Representative Following Death of Director. A Non-Employee Director, by written notice to HP, may designate one or more persons (and from time to time change such designation) including his legal representative, who, by reason of his death, shall acquire the right to exercise all or a portion of the option. If the person or persons so designated wish to exercise any portion of the option, they must do so within the term of the option as provided in Section VII.C.5. Any exercise by a representative shall be subject to the provisions of this Plan.

7. Options Nontransferable. Each option granted under the Plan by its terms shall not be transferable by the optionee otherwise than by will, or by the laws of descent and distribution, and shall be exercised during the lifetime of the optionee only by him. No option or interest therein may be transferred, assigned, pledged or hypothecated by the optionee during his lifetime, whether by operation of law or otherwise, or be made subject to execution, attachment or similar process.

D. Cash Payment

Each Cash Payment shall be made in four equal installments during the Plan Year, unless the Non-Employee Director elects in a timely manner to participate in the EDCP.

E. Form of Issuance of Shares

Shares issued under the Plan shall be in either book entry form or in certificate form pursuant to the instructions given by the Non-Employee Director to HP’s transfer agent.

F. Transferability

In the event of a Non-Employee Director’s death, all of such person’s rights to receive any accrued but unpaid Common Stock Payment or Option Payment will transfer to the maximum extent permitted by law to such person’s beneficiary. Each Non-Employee Director may name, from time to time, any beneficiary or beneficiaries (which may be named contingently or successively) as his beneficiary for purposes of this Plan. Each designation shall be on a form prescribed by the Committee, will be effective only when delivered to HP and when effective will revoke all prior designations by the Non-Employee Director. If a Non-Employee Director dies with no such beneficiary designation in effect, such person’s beneficiary shall be his estate and such person’s payments will be transferable by will or pursuant to laws of descent and distribution applicable to such person.

G. Termination

Any member of the Board who terminates service prior to the end of the Plan Year may have his Annual Retainer prorated, including a forfeiture of options, stock or cash payment, if any, as the Board or the Committee determines in its discretion.

PART 3. GENERAL PROVISIONS

VIII. Assignments

The rights and benefits under this Plan may not be assigned except for the designation of a beneficiary as provided in Section VII.

IX. Limitation of Rights

No Right to Continue as a Director. Neither the Plan, nor the issuance of shares of Common Stock nor any other action taken pursuant to the Plan, shall constitute or be evidence of any agreement or understanding, express or implied, that HP will retain a director for any period of time, or at any particular rate of compensation.

No Stockholders’ Rights for Options. An optionee shall have no rights as a stockholder with respect to the shares covered by his options until the date of the issuance to him of a stock certificate therefor or the making of a book entry with HP’s transfer agent, and no adjustment will be made for dividends or other rights for which the record date is prior to the date such certificate is issued.

X. Changes in Present Stock

In the event of any merger, consolidation, reorganization, recapitalization, stock dividend, stock split, or other change in the corporate structure or capitalization affecting HP’s present Common Stock, at the time of such event the Board or the Committee shall make appropriate adjustments to the number (including the aggregate numbers specified in Section IV) and kind of shares to be issued under the Plan and the price of any Stock Option or Common Stock Payment.

XI. Amendment of the Plan

The Board shall have the right to amend, modify, suspend or terminate the Plan at any time for any purpose; provided, that following the approval of the Plan by HP’s shareholders, HP will seek shareholder approval for any change to the extent required by applicable law, regulation or rule.

XII. Definitions

“Annual Retainer” shall mean the amount to which a Non-Employee Director will be entitled to receive for serving as a director in a relevant Plan Year, but shall not include reimbursement for expenses, fees associated with service on any committee of the Board or fees with respect to any other services to be provided to HP. “Fair Market Value” shall be the mean of the highest and lowest quoted selling prices for the Common Stock as reported on the New York Stock Exchange Composite Tape on the date in question, or if no sales of such stock were made

on that date, the mean of the highest and lowest prices of the Common Stock on the next preceding day on which sales were made.

“Plan Year” shall mean the year beginning the day after HP’s annual meeting and ending on the day of HP’s next annual meeting, as the case may be, for any relevant year.

XIII. Compliance with Section 16 of the Exchange Act

It is HP’s intent that the Plan comply in all respects with Rule 16b-3. If any provision of this Plan is found not to be in compliance with such rule and regulations, the provision shall be deemed null and void, and the remaining provisions of the Plan shall continue in full force and effect. All transactions under this Plan shall be executed in accordance with the requirements of Section 16 of the Exchange Act and regulations promulgated thereunder. The Board or the Committee may, in its sole discretion, modify the terms and conditions of this Plan in response to and consistent with any changes in applicable law, rule or regulation.

XIV. Notice

Any written notice to HP required by any of the provisions of this Plan shall be addressed to the Secretary of HP and shall become effective when it is received.

XV. Governing Law

This Plan and all determinations made and actions taken pursuant hereto shall be governed by the law of the State of Delaware and construed accordingly.

Exhibit 99.5

HEWLETT-PACKARD COMPANY 2005 PAY-FOR-RESULTS PLAN

1. Purpose. The purpose of this Plan is to provide certain employees of HP and its subsidiaries with incentive compensation based upon the level of achievement of financial, business and other performance criteria. This Plan is intended to permit the payment of bonuses that may qualify as performance-based compensation under Code Section 162(m).

2. Definitions.

(a) “Affiliate” means (i) any entity that, directly or indirectly, is controlled by HP and (ii) any entity in which HP has a significant equity interest.

(b) “Board” means the Board of Directors of HP.

(c) “Bonus” means a cash payment made pursuant to this Plan with respect to a particular Performance Period, determined pursuant to Section 8 below.

(d) “Bonus Formula” means as to any Performance Period, the formula established by the Committee pursuant to Section 6 in order to determine the Bonus amounts, if any, to be paid to Participants based upon the level of achievement of targeted goals for the selected Performance Measures. The formula may differ from Participant to Participant or business group to business group. The Bonus Formula shall be of such a nature that an objective third party having knowledge of all the relevant facts could determine whether targeted goals for the Performance Measures have been achieved.

(e) “Code” means the Internal Revenue Code of 1986, as amended.

(f) “Committee” means the HR and Compensation Committee of the Board who shall qualify as “outside directors” within the meaning of Code Section 162(m).

(g) “Fiscal Year” means the twelve-month period from November 1 through October 31.

(h) “HP” means Hewlett-Packard Company, a Delaware corporation.

(i) “Participant” means a Section 16 Officer.

(j) “Performance-Based Compensation” means compensation that qualifies as “performance-based compensation” within the meaning of Code Section 162(m).

(k) “Performance Measure” means any one or more of the following performance criteria, either individually, alternatively or in any combination, applied to either HP as a whole or to a business unit, Affiliate, region, or business segment, either individually, alternatively or in any combination, and measured either on an absolute basis or relative to a pre-established target, to a previous period’s results or to a designated comparison group, in each case as specified by the Committee: cash flow (including operating cash flow or free cash flow), revenue (on an absolute basis or adjusted for currency effects), gross margin, operating expenses or operating expenses as a percentage of revenue, earnings (which may include earnings before interest and taxes, earnings before taxes, and net earnings, and may be determined in accordance with U.S. Generally Accepted Accounting Principles

(“GAAP”) or adjusted to exclude any or all non-GAAP items), earnings per share (on a GAAP or non-GAAP basis), growth in any of the foregoing measures, stock price, return on equity or average stockholders’ equity, total stockholder return, growth in stockholder value relative to the moving average of the S&P 500 Index or another index, return on capital, return on assets or net assets, return on investment, economic value added, operating profit, controllable operating profit, or net operating profit, operating margin, cash conversion cycle, market share, contract awards or backlog, overhead or other expense reduction, credit rating, strategic plan development and implementation, succession plan development and implementation, improvement in workforce diversity, customer indicators, new product invention or innovation, attainment of research and development milestones, improvements in productivity, attainment of objective operating goals and employee metrics.

(l) “Performance Period” means any Fiscal Year or such other period as determined by the Committee.

(m) “Plan” means this Hewlett-Packard Company 2005 Pay-for-Results Plan.

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

(o) “Predetermination Date” means, for a Performance Period, (i) the earlier of 90 days after commencement of the Performance Period or the expiration of 25% of the Performance Period, provided that the achievement of targeted goals under the selected Performance Measures for the Performance Period is substantially uncertain at such time; or (ii) such other date on which a performance goal is considered to be pre-established pursuant to Code Section 162(m).

(p) “Section 16 Officer ” means an employee of HP or its Affiliates who is considered an officer of HP within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

3. Eligibility. The individuals eligible to participate in this Plan for a given Performance Period shall be Section 16 Officers.

4. Plan Administration.

(a) The Committee shall be responsible for the requirements for qualifying compensation as Performance-Based Compensation. Subject to the limitations on Committee discretion imposed under Code Section 162(m), the Committee shall have such powers as may be necessary to discharge its duties hereunder. The Plan Committee shall be responsible for the general administration and interpretation of this Plan and for carrying out its provisions, including the authority to construe and interpret the terms of this Plan, determine the manner and time of payment of any Bonuses, prescribe forms and procedures for purposes of Plan participation and distribution of Bonuses and adopt rules, regulations and to take such actions as it deems necessary or desirable for the proper administration of this Plan. The Plan Committee may delegate its administrative tasks to HP employees or others as appropriate for proper administration of this Plan.

(b) Any rule or decision by the Committee, Plan Committee or its delegate(s) that is not inconsistent with the provisions of this Plan shall be conclusive and binding on all persons, and shall be given the maximum deference permitted by law.

5. Term. This Plan shall be effective as of November 1, 2005. Notwithstanding the foregoing, this Plan shall terminate unless it is approved at the next HP annual stockholders meeting following the date that the Board adopts this Plan. Once approved by HP’s stockholders, this Plan shall continue until the earlier of (i) a termination under Section 9 of this Plan, (ii) the date any stockholder approval requirement under Code Section 162(m) ceases to be met or (iii) the date that is five years after the stockholder meeting in fiscal 2006.

6. Bonuses. Prior to the Predetermination Date for a Performance Period, the Committee shall designate or approve in writing, the following:

(a) Performance Period;

(b) Positions or names of employees who will be Participants for the Performance Period;

(d) Applicable Bonus Formula for each Participant, which may be for an individual Participant or a group of Participants.

7. Determination of Amount of Bonus.

(a) Calculation. After the end of each Performance Period, the Committee shall certify in writing (to the extent required under Code Section 162(m)) the extent to which the targeted goals for the Performance Measures applicable to each Participant for the Performance Period were achieved or exceeded. The Bonus for each Participant shall be determined by applying the Bonus Formula to the level of actual performance that has been certified by the Committee. Notwithstanding any contrary provision of this Plan, the Committee, in its sole discretion, may eliminate or reduce the Bonus payable to any Participant below that which otherwise would be payable under the Bonus Formula. The aggregate Bonus(es) payable to any Participant during any Fiscal Year shall not exceed U.S.$10 million.

The Committee may appropriately adjust any evaluation of performance under a Performance Measure to exclude any of the following events that occurs during a Performance Period: (A) the effects of currency fluctuations, (B) any or all items that are excluded from the calculation of non-GAAP earnings as reflected in any HP press release and Form 8-K filing relating to an earnings announcement, (C) asset write-downs, (D) litigation or claim judgments or settlements, (E) the effect of changes in tax law, accounting principles or other such laws or provisions affecting reported results, (F) accruals for reorganization and restructuring programs, and (G) any other extraordinary or non-operational items.

(b) Right to Receive Payment. Each Bonus under this Plan shall be paid solely from general assets of HP and its Affiliates. This Plan is unfunded and unsecured; nothing in this Plan shall be construed to create a trust or to establish or evidence any Participant’s claim of any right to payment of a Bonus other than as an unsecured general creditor with respect to any payment to which he or she may be entitled.

8. Payment of Bonuses.

(a) Timing of Distributions. HP and its Affiliates shall distribute amounts payable to Participants as soon as is administratively practicable following the determination and written certification of the Committee for a Performance Period, but in no event later than two and one-half months after the end of the calendar year in which the Performance Period ends, except to the extent a Participant has made a timely election to defer the payment of all or any portion of such Bonus under the Hewlett-Packard Company 2005 Executive Deferred Compensation Plan or any other HP approved deferred compensation plan or arrangement.

(b) Payment. The payment of a Bonus, if any (as determined by the Committee at the end of the Performance Period), with respect to a specific Performance Period requires that the employee be an active employee on HP’s or its Affiliate’s payroll on the last day of each applicable Performance Period, subject to the following:

(i) Leave of Absence or Non-Pay Status. A Participant may receive a Bonus while on an approved leave of absence or non-pay status. Such Bonus shall be prorated in a manner that HP determines in it sole discretion.

(ii) Disability, Workforce Restructuring, Voluntary Severance Incentive Program, Divestiture or Retirement. A Participant who terminates due to disability, participation in a workforce restructuring or voluntary severance incentive program, divestiture or retirement under HP’s retirement policies may receive a prorated Bonus; the method in which a Bonus is prorated shall be determined by HP in its sole discretion.

(iii) Death. The estate of a Participant who dies prior to the end of a Performance Period or after the end of a Performance Period but prior to payment may receive a Bonus or prorated Bonus; the method in which a Bonus is prorated shall be determined by HP in its sole discretion.

(c) Change in Status. A Participant who has a change in status that results in being ineligible to participate in this Plan or eligible in more than one variable pay plan, including this Plan, in a Performance Period may receive a prorated Bonus, if any (as determined by the Committee at the end of the Performance Period), under this Plan; the method in which a Bonus is prorated shall be determined by HP in its sole discretion.

(d) Code Section 409A. To the extent that any Bonus under the Plan is subject to Code Section 409A, the terms and administration of such Bonus shall comply with the provisions of such Section, applicable IRS guidance and good faith reasonable interpretations thereof, and, to the extent necessary to achieve compliance, shall be modified, replaced, or terminated at the discretion of the Committee or Plan Committee.

9. Amendment and Termination.

(a) The Committee may amend, modify, suspend or terminate this Plan, in whole or in part, at any time, including the adoption of amendments deemed necessary or desirable to correct any defect or to supply omitted data or to reconcile any inconsistency in this Plan or in any Bonus granted hereunder; provided, however, that no amendment, alteration, suspension or discontinuation shall be made which would (i) increase the amount of

compensation payable pursuant to such Bonus, or (ii) cause compensation that is, or may become, payable hereunder to fail to qualify as Performance-Based Compensation. Notwithstanding the foregoing, the Plan Committee may any amend, modify, suspend or terminate this Plan if any such action is required by law. To the extent required under applicable law, including Code Section 162(m), Plan amendments shall be subject to stockholder approval. At no time before the actual distribution of funds to Participants under this Plan shall any Participant accrue any vested interest or right whatsoever under this Plan except as otherwise stated in this Plan.

(b) In the case of Participants employed outside the United States, HP or its Affiliate may vary the provisions of this Plan as deemed appropriate to conform with, as required by, or made desirable by, local laws, practices and procedures.

10. Withholding. Distributions pursuant to this Plan shall be subject to all applicable taxes and contributions required by law to be withheld in accordance with procedures established by HP.

11. No Additional Participant Rights. The selection of an individual for participation in this Plan shall not give such Participant any right to be retained in the employ of HP or any of its Affiliates, and the right of HP and any such Affiliate to dismiss such Participant or to terminate any arrangement pursuant to which any such Participant provides services to HP, with or without cause, is specifically reserved. No person shall have claim to a Bonus under this Plan, except as otherwise provided for herein, or to continued participation under this Plan. There is no obligation for uniformity of treatment of Participants under this Plan. The benefits provided for Participants under this Plan shall be in addition to and shall in no way preclude other forms of compensation to or in respect of such Participants. It is expressly agreed and understood that the employment of a Participant is terminable at the will of either party and, if such Participant is a party to an employment contract with HP or one of its Affiliates, in accordance with the terms and conditions of the Participant’s employment agreement.

12. Successors. All obligations of HP or its Affiliates under this Plan, with respect to awards granted hereunder, shall be binding on any successor to HP, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business or assets of HP.

13. Nonassignment. The rights of a Participant under this Plan shall not be assignable or transferable by the Participant except by will or the laws of descent and distribution.

14. Severability. If any portion of this Plan is deemed to be in conflict with local law, that portion of the Plan, and that portion only, will be deemed void under local law. All other provisions of the Plan will remain in effect. Furthermore, if any provision of this Plan would cause Bonuses not to constitute Performance-Based Compensation, that provision shall be severed from, and shall be deemed not to be a part of, the Plan, but the other provisions hereof shall remain in full force and effect.

15. Governing Law. This Plan shall be governed by the laws of the State of Delaware.

Exhibit 99.6

AMENDED AND RESTATED

BYLAWS

HEWLETT-PACKARD COMPANY
(A DELAWARE CORPORATION)

ARTICLE I

CORPORATE OFFICES

1.1 REGISTERED OFFICE . The registered office of Hewlett-Packard Company (“HP”) will be fixed in the Certificate of Incorporation of HP.

1.2 OTHER OFFICES . The Board of Directors may at any time establish branch or subordinate offices at any place or places where HP is qualified to do business.

ARTICLE II

MEETINGS OF STOCKHOLDERS

2.1 PLACE OF MEETINGS . Meetings of stockholders will be held at any place within or outside the State of Delaware designated by the Board of Directors. In lieu of holding a stockholders’ meeting at a designated place, the Board of Directors, in its sole discretion, may determine that any stockholders’ meeting may be held solely by means of remote communication. In the absence of any such designation, stockholders’ meetings will be held at the registered office of HP.

2.2 ANNUAL MEETING .

(a) The annual meeting of stockholders will be held each year on a date and at a time designated by the Board of Directors or its delegate. At the meeting, directors will be elected, and any other proper business may be transacted.

(b) At an annual meeting of the stockholders, only such business will be conducted as will have been properly brought before the meeting. To be properly brought before an annual meeting, business must be: (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (ii) otherwise properly brought before the meeting by or at the direction of the Board of Directors, or (iii) otherwise properly brought before the meeting by a stockholder of record at the time of giving notice provided for in these Bylaws, who is entitled to vote at the meeting and who complies with the notice procedures set forth in this Section 2.2.

(c) For business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the secretary of HP. To be

timely, a stockholder’s notice must be delivered to or mailed and received at the principal executive offices of HP (A) not later than the close of business on the ninetieth (90th) day nor earlier than the close of business on the one hundred twentieth (120th) day prior to the first anniversary of the preceding year’s annual meeting, or (B) not less than the later of the close of business on the forty-fifth (45th) day nor earlier than the close of business on the seventy-fifth (75th) day prior to the first anniversary of the date on which HP first sent or gave its proxy statement to stockholders for the preceding year’s annual meeting, whichever period described in clause (A) or (B) of this sentence first occurs; provided, however, that in the event that no annual meeting was held in the previous year or the date of the annual meeting is more than thirty (30) days before or more than sixty (60) days after the anniversary date of the previous year’s annual meeting, notice by the stockholder to be timely must be so received not earlier than the close of business on the one hundred twentieth (120th) day prior to the annual meeting and not later than the close of business on the later of (x) the ninetieth (90th) day prior to the annual meeting and (y) the tenth (10) day following the date on which public announcement of the date of such meeting is first made. For purposes of this Section 2.2, a “public announcement” will mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or a comparable national news service or in a document publicly filed by HP with the Securities and Exchange Commission, or in a notice pursuant to the applicable rules of an exchange on which the securities of HP are listed. In no event will the public announcement of an adjournment of a stockholders meeting commence a new time period for the giving of a stockholder’s notice as described above.

(d) A stockholder’s notice to the secretary will set forth as to each matter the stockholder proposes to bring before the annual meeting: (1) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (2) the name and address, as they appear on HP’s books, of the stockholder proposing such business, (3) the class and number of shares of HP which are owned by the stockholder, including shares beneficially owned and shares held of record, (4) any material interest of the stockholder in such business, and (5) any other information that is required to be provided by the stockholder pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “1934 Act”), in his or her capacity as a proponent of a stockholder proposal.

Notwithstanding the foregoing, in order to include information with respect to a stockholder proposal in the proxy statement and form of proxy for an annual meeting, stockholders must provide notice as required by the regulations promulgated under the 1934 Act. Notwithstanding anything in these Bylaws to the contrary, no business will be conducted at any annual meeting except in accordance with the procedures set forth in this Section 2.2. The chairman of the annual meeting may determine and declare, if the facts warrant, at the meeting that business was not properly brought before the meeting and in accordance with the provisions of this Section 2.2, and, if he or she should so determine, he or she will so declare at the meeting that any such business not properly brought before the meeting will not be transacted.

(e) Only persons who are nominated in accordance with the procedures set forth in this paragraph (e) will be eligible for election as directors. Nominations of persons for election to the Board of Directors of HP may be made at an annual meeting of stockholders by or at the

direction of the Board of Directors or by any stockholder of record of HP at the time of giving notice provided for in these Bylaws, who is entitled to vote in the election of directors at the annual meeting and who complies with the notice procedures set forth in this Section 2.2.

(f) Such nominations, other than those made by or at the direction of the Board of Directors, will be made pursuant to timely notice in writing to the secretary of HP in accordance with the provisions of paragraph (c) of this Section 2.2. Such stockholder’s notice will set forth (i) as to each person, if any, whom the stockholder proposes to nominate for election or re-election as a director: (A) the name, age, business address and residence address of such person, (B) the principal occupation or employment of such person, (C) the class and number of shares of HP which are owned by such person, and including shares beneficially owned and shares held of record, (D) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nominations are to be made by the stockholder, and (E) any other information relating to such person that is required to be disclosed in solicitations of proxies for elections of directors, or is otherwise required, in each case pursuant to Regulation 14A under the 1934 Act (including without limitation such person’s written consent to being named in the proxy statement, if any, as a nominee and to serving as a director if elected); (ii) as to such stockholder giving notice, the information required to be provided pursuant to paragraph (d) of this Section 2.2; and (iii) a written statement executed by such nominee acknowledging that, as a director of such corporation, such person will owe a fiduciary duty, under the General Corporation Law of the State of Delaware, exclusively to HP and its stockholders. At the request of the Board of Directors or the chairman of the Board of Directors, any person nominated by a stockholder for election as a director will furnish to the secretary of HP that information required to be set forth in the stockholder’s notice of nomination which pertains to the nominee. No person will be eligible for election as a director of HP unless nominated in accordance with the procedures set forth in this paragraph (f).

(g) The chairman of the meeting may determine and declare, if the facts warrant, at the meeting that a nomination was not made in accordance with the procedures prescribed by these Bylaws, and in such event the defective nomination will be disregarded.

2.3 SPECIAL MEETING . A special meeting of the stockholders may be called at any time by the Board of Directors, or by any of the following persons with the concurrence of a majority of the Board of Directors: the chairman of the Board of Directors, or the chief executive officer or the secretary, but such special meetings may not be called by any other person or persons except as provided in Section 3.4 below. Only such business will be considered at a special meeting of stockholders as will have been stated in the notice for such meeting.

2.4 ORGANIZATION . Meetings of stockholders shall be presided over by the chairman of the Board of Directors, if any, or in his or her absence by a person designated by the Board of Directors, or, in the absence of a person so designated by the Board of Directors, by the chief executive officer, or in his or her absence by the chief financial officer, or in his or her absence by the secretary, if any, or in his or her absence by a chairman chosen at the meeting by the vote of a majority in interest of the stockholders present in person or represented by proxy and

entitled to vote thereat. The secretary, or in his or her absence, an assistant secretary, or, in the absence of the secretary and all assistant secretaries, a person whom the chairman of the meeting will appoint will act as secretary of the meeting and keep a record of the proceedings thereof.

The Board of Directors of HP will be entitled to make such rules or regulations for the conduct of meetings of stockholders as it will deem necessary, appropriate or convenient. Subject to such rules and regulations of the Board of Directors, if any, the chairman of the meeting will have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are necessary, appropriate or convenient for the proper conduct of the meeting, including, without limitation, establishing an agenda or order of business for the meeting, rules and procedures for maintaining order at the meeting and the safety of those present, limitations on participation in such meeting to stockholders of record of HP and their duly authorized and constituted proxies, and such other persons as the chairman will permit, restrictions on entry to the meeting after the time fixed for the commencement thereof, limitations on the time allotted to questions or comments by participants and regulation of the opening and closing of the polls for balloting and matters which are to be voted on by ballot. Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of stockholders will not be required to be held in accordance with rules of parliamentary procedure.

2.5 NOTICE OF STOCKHOLDERS’ MEETINGS . All notices of meetings of stockholders will be sent or otherwise given in accordance with Section 2.6 of these Bylaws not less than ten (10) nor more than sixty (60) days before the date of the meeting. The notice will specify the place (if any), date, and hour of the meeting and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at the meeting and (i) in the case of a special meeting, the general nature of the business to be transacted (no business other than that specified in the notice may be transacted) or (ii) in the case of the annual meeting, those matters which the Board of Directors, at the time of giving the notice, intends to present for action by the stockholders (but any matter properly may be presented at the meeting for such action). The notice of any meeting at which directors are to be elected will include the name of any nominee or nominees who, at the time of the notice, the Board of Directors intends to present for election. Any previously scheduled meeting of the stockholders may be postponed, and (unless the Certificate of Incorporation otherwise provides) any meeting of the stockholders may be cancelled, by resolution of the Board of Directors upon public notice given prior to the date previously scheduled for such meeting of stockholders.

2.6 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE . Notice of any meeting of stockholders will be given either personally, by mail, express mail, courier service or, with the actual or constructive consent of the stockholder entitled to receive such notice, by facsimile, electronic mail or other means of electronic transmission. If sent by mail, express mail or courier service, such notice will be sent postage or charges prepaid and will be addressed to the stockholder at the address of that stockholder appearing on the books of HP or given by the stockholder to HP for the purpose of notice, and such notice will be deemed to have been given. Notice given by electronic transmission pursuant to this subsection will be deemed given: (a) if by facsimile telecommunication, when directed to a facsimile telecommunication number at which the stockholder has actually or constructively consented to receive notice; (2) if by

electronic mail, when directed to an electronic mail address at which the stockholder has actually or constructively consented to receive notice; (3) if by posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice, and (4) if by any other form of electronic transmission, when directed to the stockholder.

An affidavit of the mailing or other means of giving any notice of any stockholders’ meeting, executed by the secretary, assistant secretary or any transfer agent or mailing agent of HP giving the notice, will be prima facie evidence of the giving of such notice or report.

2.7 QUORUM . The holders of a majority in voting power of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, will constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or the Certificate of Incorporation. If, however, such quorum is not present or represented at any meeting of the stockholders, then either (i) the chairman of the meeting or (ii) the stockholders by the vote of the holders of a majority of the stock present in person or represented by proxy at the meeting, will have power to adjourn the meeting from time to time in accordance with Section 2.8, each without notice other than announcement at the meeting, until a quorum is present or represented. At such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed.

When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy will decide any matter properly brought before such meeting, unless (i) the matter is one upon which, by express provision of the laws of the State of Delaware or of the Certificate of Incorporation or these Bylaws, a vote of a greater number or voting by classes is required, in which case such express provision will govern and control the decision of the matter, or (ii) the matter is brought pursuant to the rules of an exchange upon which the securities of HP are listed, in which case such rules will determine the vote required.

If a quorum be initially present, the stockholders may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

2.8 ADJOURNED MEETING; NOTICE . Any meeting of stockholders, annual or special, whether or not a quorum is present, may be adjourned for any reason from time to time by either (i) the chairman of the meeting or (ii) the stockholders by the vote of the holders of a majority of the stock represented at the meeting, either in person or by proxy. In the absence of a quorum, no other business may be transacted at that meeting except as provided in Section 2.7 of these Bylaws.

When any meeting of stockholders, either annual or special, is adjourned to another time or place (if any), notice need not be given of the adjourned meeting if the time and place, if any thereof and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting are

announced at the meeting at which the adjournment is taken. However, if a new record date for the adjourned meeting is fixed or if the adjournment is for more than thirty (30) days from the date set for the original meeting, then notice of the adjourned meeting will be given. Notice of any such adjourned meeting will be given to each stockholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Sections 2.5 and 2.6 of these Bylaws. At any adjourned meeting HP may transact any business which might have been transacted at the original meeting.

2.9 VOTING. The stockholders entitled to vote at any meeting of stockholders will be determined in accordance with the provisions of Section 2.12 of these Bylaws.

Except as may be otherwise provided in the Certificate of Incorporation, by these Bylaws or as required by law, each stockholder will be entitled to one vote for each share of capital stock registered in such stockholder’s name on the books of HP on the record date fixed for determination of stockholders entitled to vote at such meeting.

Any stockholder entitled to vote on any matter may vote part of such stockholder’s shares in favor of the proposal and refrain from voting part or all of such stockholder’s remaining shares or, except when the matter is the election of directors, may vote part or all of them against the proposal; but if the stockholder fails to specify the number of shares which the stockholder is voting affirmatively, it will be conclusively presumed that the stockholder’s vote is with respect to all shares which the stockholder is entitled to vote.

2.10 VALIDATION OF MEETINGS; WAIVER OF NOTICE; CONSENT . The transactions of any meeting of stockholders, either annual or special, however called and noticed, and wherever held, will be as valid as though they had been taken at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy.

Attendance by a person at a meeting also will constitute a waiver of notice of and presence at that meeting, except when the person objects at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Attendance at a meeting is not a waiver of any right to object to the consideration of matters required by law to be included in the notice of the meeting but not so included, if that objection is expressly made at the meeting.

2.11 ACTION BY WRITTEN CONSENT . Subject to the rights of the holders of the shares of any series of Preferred Stock or any other class of stock or series thereof having a preference over the Common Stock as to dividends or upon liquidation, any action required or permitted to be taken by the stockholders of HP must be effected at a duly called annual or special meeting of stockholders of HP and may not be effected by any consent in writing by such stockholders.

2.12 RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS . For purposes of determining the stockholders entitled to notice of any meeting or to vote thereat, the Board of Directors may fix, a record date, which will not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and will not be more than sixty (60) days nor less than ten (10) days before the date of any such meeting, and in such event

only stockholders of record on the date so fixed are entitled to notice and to vote, notwithstanding any transfer of any shares on the books of HP after the record date, except as otherwise provided in the Certificate of Incorporation, by these Bylaws, by agreement or by applicable law.

If the Board of Directors does not so fix a record date, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders will be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders will apply to any adjournment of the meeting unless the Board of Directors fixes a new record date for the adjourned meeting, but the Board of Directors will fix a new record date if the meeting is adjourned for more than thirty (30) days from the date set for the original meeting.

The record date for any other purpose will be as provided in Section 8.1 of these Bylaws.

2.13 PROXIES . Every person entitled to vote for directors, or on any other matter, shall have the right to do so either in person or by one or more agents authorized by a written proxy, which may be in the form of a facsimile or other means of electronic transmission, signed by the person and submitted to the secretary of HP or HP’s proxy solicitor, but no such proxy will be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A proxy will be deemed signed if the stockholder’s name is placed on the proxy (whether by manual signature, typewriting, facsimile signature or otherwise) by the stockholder or the stockholder’s attorney-in-fact or, in the case of an electronically transmitted proxy, the submission has been properly authorized. A duly executed proxy will be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or by submitting another duly executed proxy bearing a later date with the secretary.

A proxy is not revoked by the death or incapacity of the maker unless, before the vote is counted, written notice of such death or incapacity is received by HP.

2.14 INSPECTORS OF ELECTION . Before any meeting of stockholders, the Board of Directors will appoint an inspector or inspectors of election to act at the meeting or its adjournment. The number of inspectors will be either one (1) or three (3). If any person appointed as inspector fails to appear or fails or refuses to act, then the chairman of the meeting may, and upon the request of any stockholder or a stockholder’s proxy will, appoint a person to fill that vacancy.

Such inspectors will:

(a) determine the number of shares outstanding and the voting power of each, the number of shares represented at the meeting, the existence of a quorum, and the validity of proxies;

(b) receive votes and ballots;

(c) hear and determine all challenges and questions in any way arising in connection with the votes and ballots submitted that may be resolved by an inspector of elections during a review and challenge process; and

(d) count and tabulate all votes and ballots.

The inspectors of election will perform their duties impartially, in good faith, to the best of their ability and as expeditiously as is practical. If there are three (3) inspectors of election, the decision, act or certificate of a majority is effective in all respects as the decision, act or certificate of all. Any report or certificate made by the inspectors of election is prima facie evidence of the facts stated therein.

ARTICLE III

DIRECTORS

3.1 POWERS . Subject to the provisions of the General Corporation Law of Delaware and to any limitations in the Certificate of Incorporation or these Bylaws relating to action required to be approved by the stockholders or by the outstanding shares, the business and affairs of HP will be managed and will be exercised by or under the direction of the Board of Directors. In addition to the powers and authorities these Bylaws expressly confer upon them, the Board of Directors may exercise all such powers of HP and do all such lawful acts and things as are not by the General Corporation Law of Delaware or by the Certificate of Incorporation or by these Bylaws required to be exercised or done by the stockholders.

3.2 NUMBER AND TERM OF OFFICE . The authorized number of directors will be not less than eight (8) nor more than seventeen (17). Within such limits, the exact number of directors will be ten (10).

3.3 ELECTION AND TERM OF OFFICE OF DIRECTORS . Except as provided in Section 3.4 of these Bylaws, at each annual meeting of stockholders, directors elected to succeed those directors whose terms then expire will be elected for a term of office to expire at the succeeding annual meeting of stockholders after their election, with each director to hold office until such director’s successor will have been duly elected and qualified or until his or her earlier resignation or removal.

Directors need not be stockholders unless so required by the Certificate of Incorporation or by these Bylaws, wherein other qualifications for directors may be prescribed. Each director, including a director elected to fill a vacancy, will hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal.

Election of directors at all meetings of the stockholders at which directors are to be elected will be by ballot, and, a plurality of the votes cast thereat will elect directors.

3.4 RESIGNATION AND VACANCIES . Any director may resign effective upon giving notice in writing or by electronic transmission to the chairman of the Board of Directors, the chief executive officer, the secretary or the entire Board of Directors, unless the notice specifies a later time for that resignation to become effective; provided, however, that if such notice is given by electronic transmission, such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the director. If the resignation of a director is effective at a future time, the Board of Directors, including such resigning director, may elect a successor to take office when the resignation becomes effective. Acceptance of such resignation shall not be necessary to make it effective.

Unless otherwise provided in the Certificate of Incorporation or by these Bylaws, vacancies on the Board of Directors may be filled by a majority of the remaining directors, even if less than a quorum, or by a sole remaining director; however, a vacancy created by the removal of a director by the vote of the stockholders or by court order may be filled only by the affirmative vote of a majority of the voting power of shares represented and voting at a duly held meeting at which a quorum is present (which shares voting affirmatively also constitute a majority of the required quorum). Each director so elected will hold office until the next annual meeting of the stockholders and until a successor has been elected and qualified or until his or her earlier resignation or removal.

Unless otherwise provided in the Certificate of Incorporation or these Bylaws:

(i) Vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.

(ii) Whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the provisions of the Certificate of Incorporation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of the directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected.

Any directors chosen pursuant to this Section 3.4 will hold office for a term expiring at the next annual meeting of stockholders and until such director’s successor will have been duly elected and qualified or until such director’s earlier resignation or removal.

If at any time, by reason of death or resignation or other cause, HP should have no directors in office, then any officer or any stockholder or an executor, administrator, trustee or guardian of a stockholder, or other fiduciary entrusted with like responsibility for the person or estate of a stockholder, may call a special meeting of stockholders in accordance with the provisions of the Certificate of Incorporation or these Bylaws, or may apply to the Court of Chancery for a decree summarily ordering an election as provided in Section 211 of the General Corporation Law of Delaware.

If, at the time of filling any vacancy or any newly created directorship, the directors then in office constitute less than a majority of the whole Board of Directors (as constituted immediately prior to any such increase), then the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent (10%) of the total number of the then outstanding shares having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office as aforesaid, which election will be governed by the provisions of Section 211 of the General Corporation Law of Delaware as far as applicable.

3.5 REMOVAL . Unless otherwise restricted by statute or by the Certificate of Incorporation, any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors; provided, however, that, if and so long as stockholders of HP are entitled to cumulative voting, if less than the entire Board of Directors is to be removed, no director may be removed without cause if the votes cast against his or her removal would be sufficient to elect him or her if then cumulatively voted at an election of the entire Board of Directors.

3.6 PLACE OF MEETINGS; MEETINGS BY TELEPHONE . Regular meetings of the Board of Directors may be held at any place within or outside the State of Delaware that has been designated from time to time by resolution of the Board of Directors. In the absence of such a designation, regular meetings will be held at any place within or outside the State of Delaware that has been designated in the notice of the meeting or, if not stated in the notice or if there is no notice, at the principal executive office of HP. Special meetings of the Board of Directors may be held at any place within or outside the State of Delaware that has been designated in the notice of the meeting or, if not stated in the notice or if there is no notice, at the principal executive office of HP.

Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all directors participating in the meeting can hear one another; and all such directors shall be deemed to be present in person at the meeting.

3.7 REGULAR MEETINGS . Regular meetings of the Board of Directors may be held without notice if the times of such meetings are fixed by the Board of Directors.

3.8 SPECIAL MEETINGS; NOTICE . Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the chairman of the Board of Directors, the chief executive officer, the secretary or a majority of the members of the Board of Directors then in office.

The person or persons authorized to call special meetings of the Board of Directors may fix the place and time of the meetings. The chairman of the Board of Directors, the chief executive officer, secretary or any assistant secretary or their delegates will give notice of any special meeting to each director personally or by telephone to each director or sent by mail, express mail, courier service, confirmed facsimile, electronic mail or other means of electronic transmission, postage or charges prepaid, addressed to each director at that director’s address as it is shown on the records of HP or if the address is not readily ascertainable, notice will be addressed to the director at the city or place in which the meetings of directors are regularly held. If the notice is by mail, such notice will be deposited in the United States mail at least four (4) days prior to the time set for such meeting. If the notice is by express mail or courier service, such notice will be deemed adequately delivered when the notice is delivered to the overnight mail or courier service company at least twenty-four (24) hours prior to the time set for such meeting. If the notice is by facsimile transmission, electronic mail or other means of electronic transmission, such notice will be deemed adequately delivered when the notice is transmitted a reasonable time prior to the time set for such meeting. If the notice is by telephone or by hand delivery, such notice will be deemed adequately delivered when the notice is given a reasonable time (which need not be more than twenty-four hours and may be less depending upon the circumstances) prior to the time set for such meeting. Any oral notice given personally or by telephone may be communicated either to the director or to a person at the office of the director whom the person giving the notice has reason to believe will promptly communicate it to the director. If the meeting is to be held at the principal executive office of HP, the notice need not specify the place of the meeting. Moreover, a notice of meeting need not state the purpose of such meeting, and, unless indicated in the notice thereof, any and all business may be transacted at a meeting.

3.9 QUORUM . A majority of the authorized number of directors will constitute a quorum for the transaction of business, except to fill vacancies in the Board of Directors as provided in Section 3.4 and to adjourn as provided in Section 3.11 of these Bylaws. Every act or decision done or made by a majority of the directors present at a duly held meeting at which a quorum is present will be regarded as the act of the Board of Directors, subject to the provisions of the Certificate of Incorporation and applicable law.

A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of enough directors to leave less than a quorum.

3.10 WAIVER OF NOTICE . Notice of a meeting need not be given to any director (i) who provides a written or electronic waiver of notice or a consent to holding the meeting or who approves the minutes thereof, whether before or after the meeting, or (ii) who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such directors. If waiver of notice is given by electronic transmission, such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the director. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, are as valid as though taken at a meeting duly held after regular call and notice if a quorum is present and if, either before or after the meeting, each of the directors not present who did not receive notice of such meeting provides a written or electronic waiver of notice pursuant to this Section 3.10. A waiver of notice need not specify the purpose of any regular or special meeting of the Board of Directors.

3.11 ADJOURNMENT . A majority of the directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place.

3.12 NOTICE OF ADJOURNMENT . Notice of the time and place of holding an adjourned meeting need not be given if announced unless the meeting is adjourned for more than twenty-four (24) hours. If the meeting is adjourned for more than twenty-four (24) hours, then notice of the time and place of the adjourned meeting will be given before the adjourned meeting takes place, in the manner specified in Section 3.8 of these Bylaws, to the directors who were not present at the time of the adjournment.

3.13 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING . Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, provided that all members of the Board of Directors individually or collectively provide written or electronic consent to that action; provided however, that, if such consent is effected by electronic transmission, such electronic transmission was authorized by the director. Such action by written consent will have the same force and effect as a unanimous vote of the Board of Directors. Such written consent and any counterparts thereof will be filed with the minutes of the proceedings of the Board of Directors.

3.14 ORGANIZATION . Meetings of the Board of Directors will be presided over by the chairman of the Board of Directors, if any. In his or her absence, a majority of the directors present at the meeting, assuming a quorum, will designate a president pro tem of the meeting who, if any such person be present, will be a chairman of a committee of the Board of Directors and who will preside at the meeting. The secretary, or in his or her absence the assistant secretary, will act as secretary of the meeting, but in the absence of such persons the chairman of the meeting may appoint any person to act as secretary of the meeting.

3.15 FEES AND COMPENSATION OF DIRECTORS . Directors and members of committees may receive such compensation, if any, for their services and such reimbursement of expenses as may be fixed or determined by resolution of the Board of Directors. This Section 3.15 will not be construed to preclude any director from serving HP in any other capacity as an officer, agent, employee or otherwise and receiving compensation for those services.

3.16 EXECUTIVE SESSION . It is the intent of the Board of Directors that the members of the Board of Directors who are not employees of HP will confer in executive session at least three times per year. Such directors may confer in additional executive sessions from time to time throughout the year, as determined by a majority of such directors.

ARTICLE IV

COMMITTEES

4.1 COMMITTEES OF DIRECTORS . The Board of Directors may designate one (1) or more committees, each consisting of one (1) or more directors, to serve at the pleasure of the

Board of Directors. The Board of Directors may designate one (1) or more directors as alternate members of any committee, who may replace any absent member at any meeting of the committee. Any committee, unless limited by resolution of the Board of Directors or any applicable laws or listing standards, will have all the authority of the Board of Directors, but no such committee will have the power or authority to (i) approve or adopt or recommend to the stockholders any action or matter (other than the election or removal of directors) that requires the approval of the stockholders under applicable law or (ii) adopt, amend or repeal any Bylaw of HP.

4.2 MEETINGS AND ACTION OF COMMITTEES . Meetings and actions of committees will be governed by, and held and taken in accordance with, the provisions of Article III of these Bylaws, Section 3.6 (place of meetings; meetings by telephone), Section 3.7 (regular meetings), Section 3.8 (special meetings; notice), Section 3.9 (quorum), Section 3.10 (waiver of notice), Section 3.11 (adjournment), Section 3.12 (notice of adjournment), and Section 3.13 (action by written consent), with such changes in the context of those Bylaws as are necessary to substitute the committee and its members for the Board of Directors and its members; provided, however, that the time of regular meetings of committees may be determined either by resolution of the Board of Directors or by resolution of the committee, that special meetings of committees may also be called by resolution of the Board of Directors, and that notice of special meetings of committees will also be given to all alternate members, who will have the right to attend all meetings of the committee. The Board of Directors may adopt rules for the government of any committee not inconsistent with the provisions of these Bylaws.

4.3 EXECUTIVE COMMITTEE . In the event that the Board of Directors appoints an executive committee, such executive committee, in all cases in which specific directions to the contrary have not been given by the Board of Directors, will have and may exercise, during the intervals between the meetings of the Board of Directors, all the powers and authority of the Board of Directors in the management of the business and affairs of HP (except as provided in Section 4.1 hereof) in such manner as the executive committee may deem in the best interests of HP.

ARTICLE V

OFFICERS AND CHAIRMAN OF THE BOARD

5.1 OFFICERS . The officers of HP shall consist of a chief executive officer, a chief financial officer, one or more vice presidents, a secretary, one or more assistant secretaries, who will be elected by the Board of Directors and such other officers, including but not limited to a president and a treasurer, as the Board of Directors deems expedient, who will be elected in such manner and hold their offices for such terms as the Board of Directors may prescribe. Any two of such offices may be held by the same person. The Board of Directors may designate one or more elected vice presidents as executive vice presidents or senior vice presidents. The Board of Directors may from time to time designate the chief executive officer, president or any executive vice president as the chief operating officer of HP.

5.2 APPOINTMENT OF OFFICERS . In addition to officers elected by the Board of Directors in accordance with Sections 5.1 and 5.3, HP may have one or more appointed vice

presidents. Such appointed vice presidents may be appointed by the Board of Directors, the chairman of the Board of Directors or the chief executive officer and will have such duties as may be established by the Board of Directors, the chairman of the Board of Directors or the chief executive officer. The Board of Directors may designate one or more appointed vice presidents as executive vice presidents or senior vice presidents. Vice presidents appointed pursuant to this Section 5.2 may be removed in accordance with Section 5.5.

5.3 ELECTION OF SECTION 16 OFFICERS BY BOARD OF DIRECTORS . The Board of Directors will designate officers for purposes of Section 16 of the 1934 Act (“executive officers”).

5.4 TERMS OF OFFICE AND COMPENSATION . The term of office of each of such executive officers will be fixed and determined by the Board of Directors and may be altered by the Board of Directors from time to time at its pleasure, subject to the rights, if any, of such executive officers under any contract of employment. The compensation of such executive officers shall be determined by the HR & Compensation Committee of the Board of Directors in consultation with the full Board of Directors, as appropriate.

5.5 REMOVAL; RESIGNATION OF OFFICERS AND VACANCIES . Any officer of HP may be removed at the pleasure of the Board of Directors at any meeting or at the pleasure of any officer who may be granted such power by a resolution of the Board of Directors. Any officer may resign at any time upon written or electronic notice to HP without prejudice to the rights, if any, of HP under any contract to which the officer is a party; provided that, if such notice is given by electronic transmission, such transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the officer. Such resignation shall take effect at the date of receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. If any vacancy occurs in any office of HP the Board of Directors may elect a successor to fill such vacancy for the remainder of the unexpired term and until a successor is duly chosen and qualified.

5.6 CHAIRMAN OF THE BOARD . The chairman of the Board of Directors, who will not be an officer of HP, will, if present, preside at meetings of the Board of Directors and stockholders; and may call meetings of the stockholders and also of the Board of Directors to be held, subject to the limitations prescribed by law or by these Bylaws, at such times and at such places as the chairman of the Board of Directors may deem proper. The chairman of the Board of Directors will exercise and perform such other duties as may from time to time be agreed to by the Board of Directors. The chairman of the Board of Directors will report to the Board of Directors.

5.7 CHAIRMAN OF EXECUTIVE COMMITTEE . The chairman of the executive committee, if there be one, will have other powers and be subject to such duties as the Board of Directors may from time to time prescribe.

5.8 CHIEF EXECUTIVE OFFICER . The powers and duties of the chief executive officer are:

(a) To have and provide general supervision, direction and control of HP’s business and its officers;

(b) To call meetings of the Board of Directors to be held, subject to the limitations prescribed by law or by these Bylaws, at such times and at such places as the chief executive officer deems proper;

(c) To affix the signature of HP to all deeds, conveyances, mortgages, leases, obligations, bonds, certificates and other papers and instruments in writing (“Contracts”) which have been authorized by the Board of Directors or which, in the judgment of the chief executive officer, should be executed on behalf of HP;

(d) To delegate the power to affix the signature of HP to Contracts to other officers of HP; and

(e) To have such other powers and be subject to such other duties as the Board of Directors may from time to time prescribe.

In case of the disability or death of the chief executive officer, the Board of Directors will meet promptly to confer the powers of the chief executive officer on another elected officer. Until the Board of Directors takes such action, the chief financial officer will exercise all the powers and perform all the duties of the chief executive officer.

5.9 PRESIDENT . Subject to the discretion of the Board of Directors to elect or not elect a president and to the supervisory powers of the chief executive officer in the event of such election, the president, if any, will act in a general executive capacity and will assist the chief executive officer in the administration and operation of HP’s business and general supervision of its policies and affairs. The president will have the power to sign certificates for shares of stock of HP. The president will have the power to affix the signature of HP to all Contracts unless otherwise limited by HP policy or by the Board of Directors or the chief executive officer. The president will have such other powers and be subject to such other duties as the Board of Directors or the chairman of the Board of Directors or the chief executive officer may from time to time prescribe.

5.10 VICE PRESIDENTS . Vice Presidents may be elected by the Board of Directors or appointed pursuant to Section 5.2. Elected vice presidents will have the power to affix the signature of HP to all Contracts, unless otherwise limited by HP policy or by the Board of Directors or the officer to whom such elected vice president directly or indirectly reports. Elected vice presidents will have such other powers and perform such other duties as may be granted or prescribed by the Board of Directors.

Vice presidents appointed pursuant to Section 5.2 will have such powers and duties as may be fixed in accordance with Section 5.2, except that such appointed vice presidents may not exercise the powers and duties of the chief executive officer or president.

5.11 SECRETARY . The powers and duties of the secretary are:

(a) To keep a book of minutes at the principal office of HP, or such other place as the Board of Directors may order, of all meetings of its directors and stockholders with the time and place of such meetings, whether regular or special, and, if special, how authorized, the notice thereof given, the names of those present at directors’ meetings, the number of shares present or represented at stockholders’ meetings and the proceedings thereof.

(b) To keep the seal of HP and affix the same to all instruments which may require it.

(c) To keep or cause to be kept at the principal executive office of HP, or at the office of the transfer agent or agents, a share register, or duplicate share registers, showing the names of the stockholders and their addresses, the number of and classes of shares, and the number and date of cancellation of every certificate surrendered for cancellation.

(d) To keep a supply of certificates for shares of HP, to fill in all certificates issued, and to make a proper record of each such issuance; provided, that so long as HP will have one or more duly appointed and acting transfer agents or exchange agents with respect to the shares, or any class or series of shares, of HP, such duties with respect to such shares will be performed by such agent or agents.

(e) To transfer upon the share books of HP any and all shares of HP; provided, that so long as HP will have one or more duly appointed and acting transfer agents or exchange agents with respect to the shares, or any class or series of shares, of HP, such duties with respect to such shares will be performed by such agent or agents, and the method of transfer of each certificate will be subject to the reasonable regulations of the agent to which the certificate is presented for transfer, and also, if HP then has one or more duly appointed and acting agents, to the reasonable regulations of the agent to which the new certificate is presented for registration; and provided, further that no certificate for shares of stock will be issued or delivered or, if issued or delivered, will have any validity whatsoever until and unless it has been signed or authenticated in the manner provided in Section 8.5 hereof.

(f) To make service and publication of all notices that may be necessary or proper. In case of the absence, disability, refusal, or neglect of the secretary to make service or publication of any notices, then such notices may be served and/or published by the chief executive officer, the president or a vice president, or by any person thereunto authorized by any of them or by the Board of Directors or by the holders of a majority of the outstanding shares of HP.

(g) Generally to do and perform all such duties as pertain to the office of secretary and as may be required by the Board of Directors.

5.12 CHIEF FINANCIAL OFFICER . The powers and duties of the chief financial officer are:

(a) To supervise the corporate-wide treasury functions and financial reporting to external bodies.

(b) To have the custody of all funds, securities, evidence of indebtedness and other valuable documents of HP and, at the chief financial officer’s discretion, to cause any or all thereof to be deposited for account of HP at such depositary or depositaries as may be designated from time to time by the Board of Directors or the chairman of the Board of Directors or the chief executive officer, or as the chief financial officer deems appropriate.

(c) To receive or cause to be received, and to give or cause to be given, receipts and acceptances for monies paid in for the account of HP.

(d) To disburse, or cause to be disbursed, all funds of HP subject to such limits as may be directed by the Board of Directors, the chairman of the board or the chief executive officer, taking proper vouchers for such disbursements.

(e) To render to the chief executive officer and to the Board of Directors, whenever they may require, accounts of all transactions and of the financial condition of HP.

(f) Generally to do and perform all such duties as pertain to the office of chief financial officer and as may be required by the Board of Directors.

ARTICLE VI

INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS

6.1 INDEMNIFICATION OF DIRECTORS AND OFFICERS . HP will indemnify and hold harmless each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit, or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she or a person of whom he or she is the legal representative is or was a director or officer of HP (or any predecessor) or is or was serving at the request of HP (or any predecessor) as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise (or any predecessor of any of such entities), including service with respect to employee benefit plans maintained or sponsored by HP (or any predecessor), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, to the fullest extent authorized by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended, against all expenses, liabilities and losses (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification will continue as to a person who has ceased to be a director, officer, employee or agent and will inure to the benefit of his or her heirs, executors and administrators; provided, however, that except as provided in the third paragraph of this Section 6.1, HP will indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors. The right to indemnification conferred in this Section 6.1 will be a contract right and, in accordance with and subject to the provisions of Section 6.4, will include the right to be paid by HP the expenses incurred in defending any such proceeding in advance of its final disposition.

To obtain indemnification under this Section 6.1, a claimant will submit to the secretary of HP a written request, including therein or therewith such documentation and information as is reasonably available to the claimant and is reasonably necessary to determine whether and to what extent the claimant is entitled to indemnification. Upon written request by a claimant for indemnification pursuant to the preceding sentence, a determination, if required by applicable law, with respect to the claimant’s entitlement thereto will be made as follows: (i) if requested by the claimant, by Independent Counsel (as hereinafter defined), or (ii) if no request is made by the claimant for a determination by Independent Counsel, (A) by the Board of Directors by a majority vote of Disinterested Directors (as hereinafter defined), even though less than a quorum or (B) if there are no Disinterested Directors or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which will be delivered to the claimant, or (C) by a majority vote of a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, or (D) if a majority of the Disinterested Directors so direct, by the stockholders of HP. In the event the determination of entitlement to indemnification is to be made by Independent Counsel at the request of the claimant, the Board of Directors will select Independent Counsel unless there has occurred within two years prior to the date of the commencement of the action, suit or proceeding for which indemnification is claimed a “Change of Control” (as hereinafter defined), in which case the claimant will select Independent Counsel unless the claimant requests that the Board of Directors makes such selection. If it is so determined that the claimant is entitled to indemnification, HP will pay within ten (10) days after such determination.

If HP does not pay in full a claim for indemnification under this Section 6.1 within thirty (30) days after a written claim pursuant to the preceding paragraph of this Section 6.1 has been received by HP, the claimant may at any time thereafter bring suit against HP to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant will be entitled to be paid also the expense of prosecuting such claim. It will be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to HP) that the claimant has not met the standard of conduct which makes it permissible under the General Corporation Law of the State of Delaware for HP to indemnify the claimant for the amount claimed, but the burden of proving such defense will be on HP. Neither the failure of HP (including its Board of Directors, Independent Counsel or stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by HP (including its Board of Directors, Independent Counsel or stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

If a determination is made pursuant to this Section 6.1 that the claimant is entitled to indemnification, HP will be bound by such determination in any judicial proceeding commenced pursuant to the preceding paragraph of this Section 6.1. HP will be precluded from asserting in

any judicial proceeding commenced pursuant to the third paragraph of this Section 6.1 that the procedures and presumptions of this Article VI are not valid, binding and enforceable and will stipulate in such proceeding that HP is bound by all the provisions of this Article VI. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Section 6.1 will not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, Bylaws, agreement, vote of stockholders or Disinterested Directors or otherwise. No repeal or modification of this Article VI will in any way diminish or adversely affect the rights of any director, officer, employee or agent of HP hereunder in respect of any occurrence or matter arising prior to any such repeal or modification.

6.2 INDEMNIFICATION OF OTHERS . HP will have the power, to the maximum extent and in the manner permitted by the General Corporation Law of Delaware, to indemnify each of its employees and agents (other than present and former directors and officers) against expenses (including attorneys’ fees), judgments, fines, settlements and other amounts actually and reasonably incurred or suffered in connection with any proceeding, arising by reason of the fact that such person is or was an employee or agent of HP. For purposes of this Section 6.2, an “employee” or “agent” of HP (other than a director or officer) includes any person (i) who is or was an employee or agent of HP, (ii) who is or was serving at the request of HP as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (iii) who was an employee or agent of a corporation which was a predecessor corporation of HP or of another enterprise at the request of such predecessor corporation. To obtain indemnification under this Section 6.2, a claimant will submit to the secretary of HP a written request, including therein or therewith such documentation and information as is reasonably available to the claimant and is reasonably necessary to determine whether and to what extent the claimant will be granted indemnification.

6.3 INSURANCE . HP may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of HP, or is or was serving at the request of HP as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not HP would have the power to indemnify him or her against such liability under the provisions of the General Corporation Law of Delaware.

6.4 EXPENSES . HP will advance to any person eligible for indemnification pursuant to Section 6.1 hereof, and may advance to any person eligible for indemnification pursuant to Section 6.2 hereof, prior to the final disposition of the proceeding, all expenses reasonably incurred by any such person in connection with defending such proceeding, upon receipt of a request therefor and an undertaking by or on behalf of such person to repay such amounts if it should be determined ultimately that such person is not entitled to be indemnified under this Article VI or otherwise, such advances to be paid by HP within twenty (20) days after the receipt by HP of a statement or statements from the claimant requesting such advance or advances from time to time. Notwithstanding the foregoing, HP will not be required to advance expenses in connection with any proceeding (or part thereof) initiated by any person unless the proceeding was authorized in advance by the Board of Directors of HP.

Notwithstanding the foregoing, unless otherwise determined pursuant to Section 6.5, HP will not advance or continue to advance expenses to any person (except by reason of the fact that such person is or was a director of HP in which event this paragraph will not apply) in any proceeding if a determination is reasonably and promptly made (i) by the Board of Directors by a majority vote of Disinterested Directors, even though less than a quorum (ii) if there are no Disinterested Directors or the Disinterested Directors so direct, by Independent Counsel in a written opinion or (iii) by a majority vote of a committee of Disinterested Directors designated by a majority vote of Disinterested Directors, that the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of HP.

6.5 NON-EXCLUSIVITY OF RIGHTS . The rights conferred on any person by this Article VI will not be exclusive of any other right which such person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, Bylaws, agreement, vote of stockholders or Disinterested Directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding office. HP is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees or agents respecting indemnification and advances, to the fullest extent not prohibited by the General Corporation Law of Delaware.

6.6 SURVIVAL OF RIGHTS . The rights conferred on any person by this Article VI will continue as to a person who has ceased to be a director, officer, employee or other agent and will inure to the benefit of the heirs, executors and administrators of such a person.

6.7 AMENDMENT S. Any repeal or modification of this Article VI will only be prospective and will not affect the rights under this Article VI in effect at the time of the alleged occurrence of any action or omission to act that is the cause of any proceeding against any agent of HP.

6.8 SEVERABILITY . If any provision or provisions of this Article VI will be held to be invalid, illegal or unenforceable for any reason whatsoever: (i) the validity, legality and enforceability of the remaining provisions of this Article VI (including, without limitation, each portion of any paragraph of this Article VI containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to be invalid, illegal or unenforceable) will not in any way be affected or impaired thereby; and (ii) to the fullest extent possible, the provisions of this Article VI (including, without limitation, each such portion of any paragraph of this Article VI containing any such provision held to be invalid, illegal or unenforceable) will be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

6.9 NOTICE . Any notice, request or other communication required or permitted to be given to HP under this Article VI will be in writing and either delivered in person or sent by confirmed telecopy, electronic mail, overnight mail or courier service, or certified or registered mail, postage or charges prepaid, return copy requested, to the secretary of HP and will be effective only upon receipt by the secretary.

6.10 DEFINITIONS . For the purpose of this Article VI, a “Change of Control” will mean:

(1) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the 1934 Act (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of 20% or more of either (i) the then outstanding shares of common stock of HP (the “Outstanding Corporation Common Stock”) or (ii) the combined voting power of the then outstanding voting securities of HP entitled to vote generally in the election of directors (the “Outstanding Corporation Voting Securities”). Notwithstanding the foregoing, for purposes of this part (1), the following acquisitions will not constitute a Change of Control: (i) any acquisition directly from HP or any acquisition from other stockholders where (A) such acquisition was approved in advance by the Board of Directors of HP, and (B) such acquisition would not constitute a Change of Control under the first sentence of part (1) of this definition, (ii) any acquisition by HP, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by HP or any corporation controlled by HP, or (iv) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of the second sentence of part (1) of this definition; or

(2) individuals who, as of the date hereof, constitute the Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board will be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors; or

(3) consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of HP (a “Business Combination”), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Corporation Common Stock and Outstanding HP Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of HP resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns HP or all or substantially all of HP’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding HP Common Stock and Outstanding HP Voting Securities, as the case may be, (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of HP or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then

outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination, and (iii) at least a majority of the members of the Board of Directors of HP resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination; or

(4) approval by the stockholders of a complete liquidation or dissolution of HP.

For purposes of this Bylaw:

“ Disinterested Director ” will mean a director of HP who is not and was not a party to the matter in respect of which indemnification is sought by the claimant.

“ Independent Counsel ” will mean a law firm, a member of a law firm, or an independent practitioner, that is experienced in matters of corporation law and will include any person who, under the applicable standards of professional conduct then prevailing, would not have a conflict of interest in representing either HP or the claimant in an action to determine the claimant’s rights under this Article VI.

ARTICLE VII

RECORDS AND REPORTS

7.1 MAINTENANCE AND INSPECTION OF RECORDS . HP will, either at its principal executive office or at such place or places as designated by the Board of Directors or the secretary, keep a record of its stockholders listing their names and addresses and the number and class of shares held by each stockholder, a copy of these Bylaws as amended to date, accounting books and other records.

Any stockholder of record or beneficial owner of shares held either in a voting trust or by a nominee on behalf of such person, in person or by attorney or other agent, will, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose HP’s stock ledger, a list of its stockholders, and its other books and records and to make copies or extracts therefrom. In every instance where the stockholder is other than a record holder of stock in HP, the demand under oath will state the person’s status as a stockholder, be accompanied by documentary evidence of beneficial ownership of the stock and state that such documentary evidence is a true and correct copy of what it purports to be. A proper purpose will mean a purpose reasonably related to such person’s interest as a stockholder. In every instance where an attorney or other agent is the person who seeks the right to inspection, the demand under oath will be accompanied by a power of attorney or such other writing that authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath will be directed to HP at its registered office in Delaware or to the secretary of HP at HP’s principal place of business. For purposes of this Section 7.1, “under oath” will include statements the declarant affirms to be true under penalty of perjury under the laws of the United States or any state thereof.

7.2 INSPECTION BY DIRECTORS . Any director will have the right to examine HP’s stock ledger, a list of its stockholders and its other books and records for a purpose reasonably related to his or her position as a director. The burden of proof will be upon HP to establish that the inspection such director seeks is for an improper purpose. The Court of Chancery is hereby vested with the exclusive jurisdiction to determine whether a director is entitled to the inspection sought. The Court may summarily order HP to permit the director to inspect any and all books and records, the stock ledger, and the stock list and to make copies or extracts therefrom. The Court may, in its discretion, prescribe any limitations or conditions with reference to the inspection, or award such other and further relief as the Court may deem just and proper.

7.3 REPRESENTATION OF SHARES OF OTHER CORPORATIONS . The chief executive officer or any other officer of HP who serves on the Board of Directors of another entity at the request of or with the approval of HP or who is otherwise duly authorized may vote, represent, and exercise on behalf of HP all rights incident to any and all shares or other equity interest of any other entity or corporations standing in the name of HP; provided, however, that the granting of any proxy in connection with an annual meeting of stockholders of any such entity will be subject to prior review by the secretary or assistant secretary of HP, and, provided further, that the granting of any proxy in connection with an annual meeting of stockholders of any entity in which an HP employee benefit plan is a stockholder will be determined by the Investment Review Committee of HP or its delegate. The authority herein granted may be exercised either by such person directly or by any other person authorized to do so by such person having the authority.

ARTICLE VIII

GENERAL MATTERS

8.1 RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING . For purposes of determining the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any other lawful action, the Board of Directors may fix a record date, which will not be more than sixty (60) days before any such action, and which record date will not precede the date upon which the resolution fixing the record date is adopted. In that case, only stockholders of record at the close of business on the date so fixed are entitled to receive the dividend, distribution or allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any shares on the books of HP after the record date so fixed, except as otherwise provided in the Certificate of Incorporation, by these Bylaws, by agreement or by law.

If the Board of Directors does not so fix a record date, then the record date for determining stockholders for any such purpose will be at the close of business on the day on which the Board of Directors adopts the applicable resolution.

8.2 CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS . From time to time, the Board of Directors or its delegate will determine by resolution which person or persons may sign

or endorse all checks, drafts, other orders for payment of money, notes or other evidences of indebtedness that are issued in the name of or payable to HP, and only the persons so authorized will sign or endorse those instruments.

8.3 CORPORATE CONTRACTS AND INSTRUMENTS; HOW EXECUTED . The Board of Directors may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of HP; such authority may be general or confined to specific instances. Unless so authorized or ratified by the Board of Directors, provided in these Bylaws or within the agency power of an officer, no officer, agent or employee will have any power or authority to bind HP by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

8.4 FISCAL YEAR . The fiscal year of HP will begin on the first day of November of each year and end on the last day of October of the following year.

8.5 STOCK CERTIFICATES . There will be issued to each holder of fully paid shares of the capital stock of HP a certificate or certificates for such shares, if so requested by the holder (in the absence of such request, shares may be issued in book-entry form). To the extent required by the General Corporation Law of the State of Delaware, every holder of shares of HP will be entitled to have a certificate signed by, or in the name of HP by, the president and by the treasurer or an assistant treasurer, or the secretary or an assistant secretary of HP representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by HP with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue.

8.6 SPECIAL DESIGNATION ON CERTIFICATES . If HP is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights will be set forth in full or summarized on the face or back of the certificate that HP will issue to represent such class or series of stock; provided, however, that, except as otherwise provided in Section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements there may be set forth on the face or back of the certificate that HP will issue to represent such class or series of stock a statement that HP will furnish without charge to each stockholder who so requests the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

8.7 LOST CERTIFICATES . HP, directly or through its transfer or exchange agent, may issue a new share certificate or new certificate for any other security in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and HP, directly or through its transfer or exchange agent, may require the owner of the lost, stolen or destroyed certificate or the owner’s legal representative to give HP a bond (or other adequate security) sufficient to indemnify it against any claim that may be made against it (including any expense

or liability) on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate. The Board of Directors may adopt such other provisions and restrictions with reference to lost certificates, not inconsistent with applicable law, as appropriate.

8.8 CONSTRUCTION; DEFINITIONS . Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the General Corporation Law of Delaware will govern the construction of these Bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both a corporation and a natural person.

8.9 PROVISIONS CONTRARY TO PROVISIONS OF LAW . Any article, section, subsection, subdivision, sentence, clause or phrase of these Bylaws which upon being construed in the manner provided in Section 8.9 hereof, is contrary to or inconsistent with any applicable provisions of law, will not apply so long as such provisions of law remain in effect, but such result will not affect the validity or applicability of any other portions of these Bylaws, it being hereby declared that these Bylaws would have been adopted and each article, section, subsection, subdivision, sentence, clause or phrase thereof, irrespective of the fact that any one or more articles, sections, subsections, subdivisions, sentences, clauses or phrases is or are illegal.

8.10 NOTICES . Any reference in these Bylaws to the time a notice is given or sent means, unless otherwise expressly provided, the time a written notice by mail is deposited in the United States mails, postage prepaid; or the time any other written notice is personally delivered to the recipient or is delivered to a carrier for transmission, or actually transmitted by the person giving the notice by facsimile, electronic mail or other electronic means, to the recipient; or the time any oral notice is communicated, in person or by telephone, to the recipient or to a person at the office of the recipient who the person giving the notice has reason to believe will promptly communicate it to the recipient.

8.11 REMOTE COMMUNICATION . For the purposes of these Bylaws, if authorized by the Board of Directors in its sole discretion, and subject to such guidelines and procedures as the Board of Directors may adopt, stockholders and proxyholders may, by means of remote communication:

(a) participate in a meeting of stockholders; and

(b) be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (i) HP will implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder, (ii) HP will implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholder, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (iii) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, HP or its agent will maintain a record of such vote or other action.

8.12 ELECTRONIC TRANSMISSION . For purposes of these Bylaws, “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

ARTICLE IX

AMENDMENTS

The Bylaws of HP may be adopted, amended or repealed by the stockholders entitled to vote; provided, however, that HP may, in its Certificate of Incorporation, confer the power to adopt, amend or repeal bylaws upon the directors; and, provided further, that any proposal by a stockholder to amend these Bylaws will be subject to the provisions of Article II and Article VI hereof. The fact that such power has been so conferred upon the directors will not divest the stockholders of the power, nor limit their power to adopt, amend or repeal bylaws. Notwithstanding the foregoing, amendment or deletion of all or any portion of Article II hereof, Section 3.2 hereof, Section 3.3 hereof, Section 3.4 hereof, Section 6.1 and 6.4 hereof or this Article IX by the stockholders of HP will require the affirmative vote of sixty-six and two-thirds percent (66 2/3%) of the outstanding shares entitled to vote thereon.

Amended and restated effective November 22, 2005.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549-1004

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

TABLE OF CONTENTS

(2) There is no arrangement or understanding between Mr. Hammergren and any other persons pursuant to which he was selected as a director.

(3) At the time of this filing, Mr. Hammergren has not been named to serve on any committee of the Board, and the information about whether Mr. Hammergren is expected to be named to serve on any committees of the Board is unavailable at the time of this filing.

(4) Mr. Hammergren is not a party to any transactions with HP that require disclosure pursuant to Item 404(a) of Regulation S-K.

SIGNATURES

I. Purpose

II. Administration

III. Participation in the Plan

IV. Stock Subject to the Plan

V. Effective Date of the Plan

VI. Time for Granting Options and Issuing Shares

VII. Terms and Conditions

A. Compensation Alternatives .

(i) A minimum of seventy-five percent of the value of his Annual Retainer in the form of a Common Stock payment (a “Common Stock Payment”) and the balance in cash (a “Cash Payment”); or

(ii) A minimum of seventy-five percent of the value of his Annual Retainer in the form of an option to purchase shares of Common Stock (an “Option Payment”) and a Cash Payment.

EDCP and does not select his or her means of payment in Section VII(A)(1) above within the prescribed time, then such Non-Employee Director shall not be permitted to participate in the EDCP for the applicable Plan Year.

B. Common Stock Payment .

C. Option Payment .

1. Date of Payment. The option constituting any Option Payment shall be granted automatically on the Grant Date.

3. Price of Options. The exercise price of the option will be the Fair Market Value of the Common Stock on the date of grant.

4. Exercise of Options. Options may be exercised only by written notice to HP at its head office accompanied by payment in cash of the full consideration for the shares as to which they are exercised.

D. Cash Payment

E. Form of Issuance of Shares

F. Transferability

G. Termination

VIII. Assignments

IX. Limitation of Rights

X. Changes in Present Stock

XI. Amendment of the Plan

XII. Definitions

XIII. Compliance with Section 16 of the Exchange Act

XIV. Notice

XV. Governing Law

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934