This is a prospectus relating to Hewlett-Packard Company as required by the Luxembourglaw of July 10, 2005 concerning prospectuses relating to transferable securities. Thisprospectus is dated April 1, 2010 and will expire on the day 12 months after this date. Noneof Hewlett-Packard Company’s common stock is, or is intended to be, admitted to trading onany market of the Luxembourg Stock Exchange.

Hewlett-Packard Company3000 Hanover StreetPalo Alto, CA 94304

www.hp.com

HEWLETT-PACKARD COMPANY 2000EMPLOYEE STOCK PURCHASE PLAN

also known as the SHARE OWNERSHIP PLAN (“SOP”)

AMENDED AND RESTATED HEWLETT-PACKARD COMPANY 2004STOCK INCENTIVE PLAN (“SIP”)

Prospectus for the employees of Hewlett-Packard Company andcertain of its subsidiaries in the European Economic Area (“EEA”)

This document comprises a prospectus prepared in accordance with the Directive2003/71/EC of the European Parliament. This prospectus will be made available on thewebsite of the Luxembourg Stock Exchange (www.bourse.lu). In addition, this prospectusand certain summary translations will be posted on the SOP and SIP sections ofHewlett-Packard Company’s intranet, and free copies will be available to employees uponrequest by contacting the assistant secretary of Hewlett-Packard Company atHewlett-Packard Company, 3000 Hanover Street m/s 1050, Palo Alto, CA, 94304, USA.Telephone: +1 650 857 1501.

Prospectus dated April 1, 2010

IMPORTANT INFORMATION

Employees should only rely on the information contained in this prospectus. No person hasbeen authorised to give any information or make any representations other than thosecontained in this prospectus and, if given or made, such information or representations mustnot be relied upon as having been so authorised by Hewlett-Packard Company. Neither thedelivery of this prospectus nor any sale made under it shall, under any circumstances, createany implication that there has been no change in the affairs of Hewlett-Packard Company orthe Hewlett-Packard Company group of companies since the date of this prospectus or thatthe information in this prospectus is correct as of any subsequent time.

This prospectus does not constitute or form part of an offer to sell, or the solicitation of anoffer to subscribe for, the common stock of Hewlett-Packard Company to any person in theUnited States or in any jurisdiction to whom or in which such offer or solicitation is unlawful.The distribution of this document and the offer of the common stock of Hewlett-PackardCompany in certain jurisdictions may be restricted by law. Accordingly, neither thisprospectus nor any advertisement nor any other offering material may be distributed orpublished in any jurisdiction except under circumstances that will result in compliance withany applicable laws and regulations. Persons into whose possession this prospectus comesshould inform themselves about and observe any such restrictions. Any failure to comply withthese restrictions may constitute a violation of the securities laws of any such jurisdiction.

Hewlett-Packard Company accepts responsibility for the information contained in thisprospectus. To the best of the knowledge of Hewlett-Packard Company, having taken allreasonable care to ensure that such is the case, the information contained in this prospectusis in accordance with the facts and there is no omission likely to affect the import of suchinformation.

For a discussion of certain risks that should be considered in connection with an investment inthe common stock of Hewlett-Packard Company, see the section of this prospectus entitled“Risk Factors”.

The contents of this prospectus should not be construed as legal, business or tax advice.Each employee should consult his or her own legal adviser, independent financial adviser ortax adviser for legal, financial or tax advice before investing in the common stock ofHewlett-Packard Company.

Hewlett-Packard Company has obtained an acknowledgement letter from its independentregistered public accounting firm for the incorporation by reference of its reports included inthe Annual Reports (Form 10-K) filed with the United States Securities and ExchangeCommission for the fiscal years ended October 31, 2009, 2008 and 2007. The independentregistered public accounting firm has audited the consolidated balance sheets ofHewlett-Packard Company and subsidiaries as of October 31, 2009, 2008 and 2007 and therelated consolidated statements of earnings, stockholders’ equity and cash flows for each ofthe three years in the period ended October 31, 2009, 2008 and 2007.

This prospectus will be passported pursuant to Directive 2003/71/EC of the EuropeanParliament (“Prospectus Directive”) into Austria, Belgium, Bulgaria, the Czech Republic,Denmark, Finland, France, Germany, Greece, Ireland, Italy, the Netherlands, Norway,Poland, Portugal, Romania, the Slovak Republic, Spain, Sweden and the United Kingdom. Alist of names of the regulators in each of these jurisdictions is set out in Exhibit III.

TABLE OF CONTENTS

PART PAGE

I PROSPECTUS SUMMARY 3

II RISK FACTORS 11

III DESCRIPTION OF COMMON STOCK 25

IV DOCUMENTS INCORPORATED BY REFERENCE 28

V ADDITIONAL INFORMATION 35

VI EXHIBITS

Exhibit I: Summary of Tax Considerations 47

Exhibit II: Table of Significant Subsidiaries 179

Exhibit III: Passporting Countries and Regulators 189

Exhibit IV: Hewlett-Packard Company 2000 Employee StockPurchase Plan (SOP)

191

Exhibit V: Amended and Restated Hewlett-Packard Company 2004Stock Incentive Plan (SIP)

199

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PROSPECTUS SUMMARY

This summary should be read as an introduction to this prospectus. Any decision to invest incommon stock should be based on consideration of this prospectus as a whole. Where aclaim relating to the information contained in this prospectus is brought before a court, theplaintiff investor might, under the national legislation of the EEA member state (“MemberStates”), have to bear the costs of translating this prospectus before the legal proceedings areinitiated. Civil liability attaches to those persons who have tabled this summary including anytranslation thereof, and applied for its notification, but only if this summary is materiallymisleading, inaccurate or inconsistent when read together with the other parts of theprospectus.

Hewlett-Packard Company (“HP” or the “Company”), a Delaware corporation with itsheadquarters at 3000 Hanover Street, Palo Alto, California, USA, has decided to offeremployees of HP and its participating subsidiaries (“Participating Subsidiaries”) HP commonstock having a par value of $0.01 (“Common Stock”) under the Hewlett-Packard Company2000 Employee Stock Purchase Plan, also known as the Share Ownership Plan (the “SOP”)and/or the grant of stock options, restricted stock and/or restricted stock units under theAmended and Restated Hewlett-Packard Company 2004 Stock Incentive Plan (the “SIP”).

The Common Stock is traded on the New York Stock Exchange (“NYSE”).

The SOP and the SIP are offered to eligible employees of certain Participating Subsidiaries toincentivise those employees. Proceeds from the offer will be used by the Company in itsnormal business operations.

Please note that the following descriptions are an executive summary of the pertinentplan provisions and should not be taken as a substitute for reading the entire plandocuments that are included as exhibits to this prospectus.

THE SOP

The SOP provides employees with the opportunity to purchase Common Stock throughpayroll deductions. The SOP operates with two six-month offering periods per year (the“Offering Periods”), which commence on the first day on which United States national stockexchanges are open for trading (“Trading Day”) on or after May 1 and November 1 (each an“Entry Date”) and expire six months later on October 31 and April 30, respectively. CommonStock is purchased on the last Trading Day in each Offering Period (the “Purchase Date”).

Employees who wish to participate in the SOP (each a “Participant”) enroll by telephone or onthe internet by contacting, in the case of HP employees, Mellon Investor Services and in thecase of Electronic Data Systems Corporation employees, their local payroll department.Participants may then elect to contribute by payroll deductions from 1%-10% (in wholepercentages) of their compensation. Employees may enroll in the SOP during the period ofapproximately three weeks prior to the start of each Offering Period, known as the openenrollment period.

On the Purchase Date, a Participant’s accumulated payroll deductions for the Offering Periodare used to purchase Common Stock. The purchase price is equal to the Fair Market Valueof Common Stock on the Purchase Date. “Fair Market Value” means the closing price ofCommon Stock on the NYSE. Common Stock acquired under the SOP is newly issued andwill not have been purchased by HP on the open market. There is a total of up to175,000,000 shares of Common Stock authorised for issue under the SOP.

For a then current Offering Period, a Participant may change his or her contributionpercentage or withdraw from the SOP prior to the date approximately three weeks before theend of an Offering Period, known as the change enrollment deadline. Any change made afterthis date is only effective for the next Offering Period.

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Participants may not purchase more than 5,000 shares in Common Stock in any OfferingPeriod, or more than $25,000 of Common Stock (based on the Fair Market Value of CommonStock on the Entry Date) in any calendar year.

THE SIP

Under the SIP, employees and employee directors of HP or its subsidiaries or affiliates(“Awardees”) may be granted various types of employee awards, including but not limited tostock options (“Options”), restricted stock (“RS”) and restricted stock units (“RSUs”). Options,RS and RSUs all enable Awardees to acquire Common Stock. All Common Stock acquiredpursuant to these awards is newly issued and will not have been purchased by HP on theopen market. There is a total of up to 245,000,000 shares of Common Stock authorised to beissued in connection with grants made under the SIP.

Options

A grant of Options gives the Awardee the right to purchase a specified number of shares ofCommon Stock at a fixed price, subject to specified conditions including but not limited to avesting schedule. The vesting schedule will usually require that the Awardee remain in theemploy of HP or the Participating Subsidiary for a certain period of time to exercise theOptions. If an Awardee does not exercise their Options prior to the expiration date of theOptions, the Options will lapse and will no longer be capable of exercise. Generally, Optionsexpire eight years from the date of grant.

Further details concerning Options granted, including the type of Option, the vestingschedule, how to exercise vested Options and the relevant expiration date, are available toAwardees in their individual award notifications and agreements (each an “Award Notificationand Agreement”).

Restricted Stock

Under a grant of RS, an Awardee is issued a number of shares in Common Stock, subject tocertain restrictions and vesting conditions until the end of a specified period (the “RestrictionPeriod”). The vesting conditions may be time based or performance based. During theRestriction Period, the Awardee receives some of the benefits of owning Common Stock,such as dividend payments and voting rights; however, generally, the Common Stock may notbe transferred until the end of the Restriction Period. At the end of the Restriction Period theAwardee may freely sell or transfer the Common Stock.

Restricted Stock Units

An RSU grant gives the Awardee the right to receive Common Stock or cash, at HP’sdiscretion, at the end of a vesting period and subject to specified conditions being satisfied.The Awardee will not have voting rights or dividend payments during the vesting period, butmay be credited with dividend equivalents during this period. Once the RSUs vest and theAwardee is issued shares of Common Stock, the Awardee will have voting rights inconnection with any Common Stock distributed.

Performance-based Restricted Units

Performance-based restricted units (“PRUs”) are RSUs which are subject to performancecriteria. PRUs are paid out at the end of a three-year performance period only if the companyperformance targets are met. The Awardee will not have voting rights or dividend paymentsduring the performance period and will not be credited with dividend equivalents during thisperiod. Once the PRUs vest (at the end of the performance period and only to the extent thatthe performance targets are met) and the Awardee is issued shares of Common Stock, theAwardee will have voting rights in connection with any Common Stock distributed.

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GENERAL DESCRIPTION OF HP AND ITS BUSINESS

HP was incorporated on August 18, 1947 under the laws of the State of California as thesuccessor to a partnership founded in 1939 by William R. Hewlett and David Packard. In May1998, HP changed its state of incorporation from California to Delaware.

HP is a leading global provider of products, technologies, software, solutions and services toindividual consumers, small- and medium-sized businesses, and large enterprises, includingcustomers in the government, health and education sectors.

HP operates an international business that employs approximately 304,000 staff worldwide asof October 31, 2009, with approximately 64% of its 2009 net revenue of $114,552 milliongenerated from outside the United States. HP’s primary product and service offeringsinclude:

multi-vendor customer services, including infrastructure technology and businessprocess outsourcing, technology support and maintenance, application developmentand support services, and consulting and intergration services;

enterprise information technology infrastructure, including enterprise storage andserver technology, networking products and resources, and software that optimizesbusiness technology investments;

personal computing and other access devices; and

imaging and printing-related products and services.

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

Innovation and protection of its intellectual property are fundamental to HP’s business. TheCompany’s development efforts are focused on designing and developing products, servicesand solutions that anticipate customers’ changing needs and desires and emergingtechnological trends. HP holds patents and has registered a number of other trademarks,domain names, and copyrights in the United States and internationally, and has pendingpatent applications to protect its proprietary rights. HP has licensed in the past, and expectsthat it may licence in the future, certain of its proprietary rights to third parties.

The expenses incurred by HP in preparing this prospectus and in connection with the offer ofsecurities under the SOP and the SIP are estimated to be $360,000.

RISK FACTORS

The following risk factors are excerpts of HP’s longer description included in the “RiskFactors” section of this prospectus.

RISKS RELATING TO THE COMPANY AND ITS BUSINESS

Competitive pressures could harm our revenue, gross margin and prospects.

If we cannot continue to develop, manufacture and market products and services thatmeet customer requirements for innovation and quality, our revenue and grossmargin may suffer.

Economic weakness and uncertainty could adversely affect our revenue, grossmargin and expenses.

We depend on third-party suppliers, and our revenue and gross margin could suffer ifwe fail to manage suppliers properly.

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Business disruptions could seriously harm our future revenue and financial conditionand increase our costs and expenses.

System security risks, data protection breaches and systems integration issues coulddisrupt our internal operations or information technology services provided tocustomers, and any such disruption could reduce our expected revenue, increase ourexpenses, damage our reputation and adversely affect our stock price.

The revenue and profitability of our operations have historically varied, which makesour future financial results less predictable.

Our revenue, cost of sales and expenses may suffer if we cannot continue to licenseor enforce the intellectual property rights on which our businesses depend, or if thirdparties assert that we violate their intellectual property rights.

Due to the international nature of our business, political or economic changes or otherfactors could harm our future revenue, costs and expenses and financial condition.

If we fail to manage the distribution of products and services properly, our revenue,gross margin and profitability could suffer.

If we do not effectively manage our product and services transitions, our revenue maysuffer.

Our revenue and profitability could suffer if we do not manage the risks associatedwith our IT services business properly.

If we fail to comply with our customer contracts or government contractingregulations, our revenue could suffer.

We make estimates and assumptions in connection with the preparation of HP’sConsolidated Financial Statements, and any changes to those estimates andassumptions could have a material adverse effect on our results of operations.

Unanticipated changes in HP’s tax provisions, the adoption of a new U.S. taxlegislation or exposure to additional income tax liabilities could affect our profitability.

Our sales cycle makes planning and inventory management difficult and futurefinancial results less predictable.

Any failure by us to execute on our strategy for operational efficiency successfullycould result in total costs and expenses that are greater than expected.

In order to be successful, we must attract, retain and motivate key employees, andfailure to do so could seriously harm us.

Changes to our compensation and benefits programs could adversely affect ourability to attract and retain employees.

Terrorist acts, conflicts and wars may seriously harm our business and revenue, costsand expenses and financial condition and stock price.

Any failure by us to identify, manage, complete and integrate acquisitions,divestitures and other significant transactions successfully could harm our financialresults, business and prospects, and the costs, expenses and other financial andoperational effects associated with managing, completing and integrating acquisitionsmay result in financial results that are different than expected.

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Unforeseen environmental costs could impact our future net earnings.

RISKS RELATING TO AN INVESTMENT IN THE COMPANY’S COMMON STOCK

HP’s stock price has historically fluctuated and may continue to fluctuate, which maymake future prices of HP’s stock difficult to predict.

Some anti-takeover provisions contained in our certificate of incorporation andbylaws, as well as provisions of Delaware law, could impair a takeover attempt.

In addition to the above, HP draws the reader’s attention to the following:

HP Common Stock is not listed on a regulated market of the EEA. HP CommonStock is listed on the NYSE.

Offers of Common Stock under the SOP and the SIP, to which this prospectusrelates, are addressed solely to certain EEA employees of HP and its ParticipatingSubsidiaries.

RECENT DEVELOPMENTS

Since the filing of HP’s most recent Form 10-K on December 17, 2009 (which relates to thefiscal year ended October 31, 2009) and the filing of HP’s most recent Form 10-Q onMarch 11, 2010, HP has filed a Form 8-K on March 23, 2010 reporting the approval of theAmended and Restated Hewlett-Packard Company 2004 Stock Incentive Plan and the votingresults for the proposals presented at HP’s Annual Meeting of Stock holders held onMarch 17, 2010.

SELECTED FINANCIAL DATA

The following table sets forth certain financial information relating to HP and its subsidiariesas extracted without material adjustment from the consolidated financial information in HP’sForm 10-Ks that have been incorporated by reference:

For the fiscal years ended October 31, in millions,except per share amounts

2009 2008 2007

Net revenue $114,552 $118,364 $104,286Earnings from operations $10,136 $10,473 $8,719Net earnings $7,660 $8,329 $7,264Net earnings per share:Basic $3.21 $3.35 $2.76Diluted $3.14 $3.25 $2.68Cash dividends declared pershare

$0.32 $0.32 $0.32

At year-end:Total assets $114,799 $113,331 $88,699Long-term debt $13,980 $7,676 $4,997

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The following table sets forth certain financial information relating to HP and its subsidiariesas extracted without material adjustment from the consolidated financial information in HP’sForm 10-Q that has been incorporated by reference:

Three months ended January 31, in millions, except pershare amounts

2010 2009

Net revenue $31,177 $28,807Earnings from operations $3,003 $2,497Net earnings $2,250 $1,856Net earnings per share:Basic $0.95 $0.77Diluted $0.93 $0.75Cash dividends declared pershare

$0.16 $0.16

At quarter-end:Total assets $113,618 $114,799Long-term debt $14,009 $13,980

HP ADVISERS AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Freshfields Bruckhaus Deringer LLP have acted as legal advisers to HP with respect to thepreparation of this prospectus.

Ernst & Young LLP have acted as HP’s independent registered public accounting firm to auditthe consolidated financial statements incorporated by reference in this prospectus.

BOARD OF DIRECTORS AS OF 1 APRIL 2010

Name Age

Marc L. Andreessen 38Lawrence T. Babbio, Jr 65Sari M. Baldauf 54Rajiv L. Gupta 64John H. Hammergren 50Mark V. Hurd 53Joel Z. Hyatt 59John R. Joyce 56Robert L. Ryan 66Lucille S. Salhany 63G. Kennedy Thompson 59

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EXECUTIVE OFFICERS AS OF 1 APRIL 2010

Name Age Position with the Company

Mark V. Hurd 53 Chairman, Chief Executive Officer and PresidentPeter J. Bocian 54 Executive Vice President and Chief Administrative

OfficerR. Todd Bradley 51 Executive Vice President, Personal Systems GroupMichael J. Holston 47 Executive Vice President, General Counsel and

SecretaryVyomesh I. Joshi 56 Executive Vice President, Imaging and Printing

GroupCatherine A. Lesjak 51 Executive Vice President and Chief Financial

OfficerAnn M. Livermore 51 Executive Vice President, HP Enterprise BusinessJohn N. McMullen 51 Senior Vice President and TreasurerRandall D. Mott 53 Executive Vice President and Chief Information

OfficerJames T. Murrin 49 Senior Vice President, Controller and Principal

Accounting OfficerMarcela Perez de Alonso 56 Executive Vice President, Human ResourcesShane V. Robison 56 Executive Vice President and Chief Strategy and

Technology Officer

CERTIFICATE OF INCORPORATION AND BYLAWS

Set out below are some material provisions from the Company’s Certificate of Incorporationand Bylaws.

The annual meeting of stockholders shall be held each year on a date and at a time asdesignated by the Board or its delegate. At the meeting, directors will be elected and anyother proper business may be transacted. At the meeting each stockholder shall be entitledto one vote for each share of Common Stock held by such stockholder.

The business and affairs of the Company (other than action required to be approved bystockholders in meeting) shall be managed by, and all corporate powers shall be exercised byor under the direction of, the board of directors (“Board”).

HP has provisions in its Certificate of Incorporation and Bylaws, each of which could have theeffect of rendering more difficult or discouraging an acquisition of HP deemed undesirable bythe Board. These provisions, alone or together, could deter or delay hostile takeovers, proxycontests and changes in control or management of HP.

Amendment of certain parts of the Bylaws of the Company by stockholders requires approvalby a sixty six and two thirds majority vote of stockholders.

GENERAL INFORMATION CONCERNING HP SHARE CAPITAL

HP is authorised to issue 9,600,000,000 shares of Common Stock with a par value of $0.01and 300,000,000 shares of preferred stock with a par value of $0.01.

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The number of shares of HP Common Stock outstanding as of February 28, 2010 was2,345,093,045 shares.

MAJOR STOCKHOLDERS AND RELATED PARTY TRANSACTIONS

Except as noted below, no holder of Common Stock is believed to own more than 5% of HP’sCommon Stock.

As of December 31, 2009 HP has the following stockholders holding more than 5% of HP’sCommon Stock:

BlackRock, Inc. of 40 East 52nd Street, New York, NY 10022 owned 149,051,919 shares ofHP Common Stock.

HP has not entered into any material transactions with related parties.

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RISK FACTORS

Employees should be aware of the following risks affecting any investment in HP.

Because of the following factors, as well as other variables affecting our operating results,past financial performance may not be a reliable indicator of future performance, andhistorical trends should not be used to anticipate results or trends in future periods.

RISKS RELATING TO THE COMPANY AND ITS BUSINESS

Competitive pressures could harm our revenue, gross margin and prospects.

We encounter aggressive competition from numerous and varied competitors in all areas ofour business, and our competitors may target our key market segments. We competeprimarily on the basis of technology, performance, price, quality, reliability, brand, reputation,distribution, range of products and services, ease of use of our products, accountrelationships, customer training, service and support, security, availability of applicationsoftware, and Internet infrastructure offerings. If our products, services, support and coststructure do not enable us to compete successfully based on any of those criteria, ouroperations, results and prospects could be harmed.

Unlike many of our competitors, we have a portfolio of businesses and must allocateresources across these businesses while competing with companies that specialize in one ormore of these product lines. As a result, we may invest less in certain areas of our businessesthan our competitors do, and these competitors may have greater financial, technical andmarketing resources available to them than our businesses that compete against them.Industry consolidation also may affect competition by creating larger, more homogeneous andpotentially stronger competitors in the markets in which we compete, and our competitors alsomay affect our business by entering into exclusive arrangements with existing or potentialcustomers or suppliers.

We may have to continue to lower the prices of many of our products and services to staycompetitive, while at the same time trying to maintain or improve revenue and gross margin.The markets in which we do business, particularly the personal computer and printingmarkets, are highly competitive, and we encounter aggressive price competition for all of ourproducts and services from numerous companies globally. Over the past several years, pricecompetition in the market for personal computers, printers and related products has beenparticularly intense as competitors have aggressively cut prices and lowered their productmargins for these products. In addition, competitors in some of the markets in which wecompete with a greater presence in lower-cost jurisdictions may be able to offer lower pricesthan we are able to offer. Our results of operations and financial condition may be adverselyaffected by these and other industry-wide pricing pressures.

Because our business model is based on providing innovative and high quality products, wemay spend a proportionately greater amount on research and development than some of ourcompetitors. If we cannot proportionately decrease our cost structure on a timely basis inresponse to competitive price pressures, our gross margin and, therefore, our profitabilitycould be adversely affected. In addition, if our pricing and other factors are not sufficientlycompetitive, or if there is an adverse reaction to our product decisions, we may lose marketshare in certain areas, which could adversely affect our revenue and prospects.

Even if we are able to maintain or increase market share for a particular product, revenuecould decline because the product is in a maturing industry. Revenue and margins also coulddecline due to increased competition from other types of products. For example, refill andremanufactured alternatives for some of HP’s LaserJet toner and inkjet cartridges competewith HP’s supplies business. In addition, other companies have developed and marketed new

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compatible cartridges for HP’s LaserJet and inkjet products, particularly in jurisdictionsoutside of the United States where adequate intellectual property protection may not exist. HPexpects competitive refill and remanufacturing and cloned cartridge activity to continue topressure margins in IPG, which in turn has a significant impact on HP margins and profitabilityoverall.

If we cannot continue to develop, manufacture and market products and services that meetcustomer requirements for innovation and quality, our revenue and gross margin may suffer.

The process of developing new high technology products and services and enhancingexisting products and services is complex, costly and uncertain, and any failure by us toanticipate customers’ changing needs and emerging technological trends accurately couldsignificantly harm our market share and results of operations. We must make long-terminvestments, develop or obtain appropriate intellectual property and commit significantresources before knowing whether our predictions will accurately reflect customer demand forour products and services. After we develop a product, we must be able to manufactureappropriate volumes quickly and at low costs. To accomplish this, we must accuratelyforecast volumes, mixes of products and configurations that meet customer requirements,and we may not succeed at doing so at all or within a given product’s life cycle. Any delay inthe development, production or marketing of a new product could result in our not beingamong the first to market, which could further harm our competitive position.

In the course of conducting our business, we must adequately address quality issuesassociated with our products and services, including defects in our engineering, design andmanufacturing processes, as well as defects in third-party components included in ourproducts. In order to address quality issues, we work extensively with our customers andsuppliers and engage in product testing to determine the cause of the problem and todetermine appropriate solutions. However, we may have limited ability to control qualityissues, particularly with respect to faulty components manufactured by third parties. If we areunable to determine the cause, find an appropriate solution or offer a temporary fix (or“patch”), we may delay shipment to customers, which would delay revenue recognition andcould adversely affect our revenue and reported results. Finding solutions to quality issuescan be expensive and may result in additional warranty, replacement and other costs,adversely affecting our profits. If new or existing customers have difficulty operating ourproducts, our operating margins could be adversely affected, and we could face possibleclaims if we fail to meet our customers’ expectations. In addition, quality issues can impair ourrelationships with new or existing customers and adversely affect our brand and reputation,which could have a material adverse effect on our operating results.

Economic weakness and uncertainty could adversely affect our revenue, gross margin andexpenses.

Our revenue and gross margin depend significantly on worldwide economic conditions andthe demand for computing and imaging products and services in the markets in which wecompete. Economic weakness and uncertainty have resulted, and may result in the future, indecreased revenue, gross margin, earnings or growth rates and difficulty managing inventorylevels. Sustained uncertainty about current global economic conditions may result in ourcustomers continuing to postpone spending, which could adversely affect demand for ourproducts and services. Economic weakness and uncertainty also make it more difficult for usto make accurate forecasts of revenue, gross margin and expenses.

We also have experienced, and may experience in the future, gross margin declines in certainbusinesses, reflecting the effect of items such as competitive pricing pressures, inventorywrite downs and increases in component and manufacturing costs resulting from higher laborand material costs borne by our manufacturers and suppliers that, as a result of competitivepricing pressures or other factors, we are unable to pass on to our customers. In addition, ourbusiness may be disrupted if we are unable to obtain equipment, parts and components from

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our suppliers—and our suppliers from their suppliers—due to the insolvency of key suppliersor the inability of key suppliers to obtain credit.

Economic weakness and uncertainty could cause our expenses to vary materially from ourexpectations. Any renewed financial turmoil affecting the banking system and financialmarkets or any significant financial services institution failures could negatively impact ourtreasury operations, as the financial condition of such parties may deteriorate rapidly andwithout notice in times of market volatility and disruption. Poor financial performance of assetmarkets could lead to increased pension and post-retirement benefit expenses. Other incomeand expense could vary materially from expectations depending on changes in interest rates,borrowing costs, currency exchange rates, hedging expenses and the fair value of derivativeinstruments. Economic downturns also may lead to restructuring actions and associatedexpenses.

We depend on third-party suppliers, and our revenue and gross margin could suffer if we failto manage suppliers properly.

Our operations depend on our ability to anticipate our needs for components, products andservices and our suppliers’ ability to deliver sufficient quantities of quality components,products and services at reasonable prices in time for us to meet critical schedules. Given thewide variety of systems, products and services that we offer, the large number of oursuppliers and contract manufacturers that are dispersed across the globe, and the long leadtimes that are required to manufacture, assemble and deliver certain components andproducts, problems could arise in planning production and managing inventory levels thatcould seriously harm us. Other supplier problems that we could face include componentshortages, excess supply, risks related to the terms of our contracts with suppliers, risksassociated with contingent workers, and risks related to our relationships with single sourcesuppliers, as described below.

• Shortages. Occasionally we may experience a shortage of, or a delay inreceiving, certain components as a result of strong demand, capacity constraints,supplier financial weaknesses, inability of suppliers to borrow funds in the creditmarkets, disputes with suppliers (some of whom are also customers), disruptionsin the operations of component suppliers, other problems experienced bysuppliers or problems faced during the transition to new suppliers. In particular,our PC business relies heavily upon outsourced manufacturers (“OMs”) tomanufacture its products and is therefore dependent upon the continuingoperations of those OMs to fulfill demand for our PC products. HP represents asubstantial portion of the business of some of these OMs, and any changes to thenature or volume of business transacted by HP with a particular OM couldadversely affect the operations and financial condition of the OM and lead toshortages or delays in receiving products from that OM. If shortages or delayspersist, the price of these components may increase, we may be exposed toquality issues or the components may not be available at all. We may not be ableto secure enough components at reasonable prices or of acceptable quality tobuild products or provide services in a timely manner in the quantities oraccording to the specifications needed. Accordingly, our revenue and grossmargin could suffer as we could lose time-sensitive sales, incur additional freightcosts or be unable to pass on price increases to our customers. If we cannotadequately address supply issues, we might have to reengineer some productsor service offerings, resulting in further costs and delays.

• Oversupply. In order to secure components for the provision of products orservices, at times we may make advance payments to suppliers or enter into non-cancelable commitments with vendors. In addition, we may purchasecomponents strategically in advance of demand to take advantage of favorablepricing or to address concerns about the availability of future components. If wefail to anticipate customer demand properly, a temporary oversupply could result

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in excess or obsolete components, which could adversely affect our grossmargin.

• Contractual terms. As a result of binding price or purchase commitments withvendors, we may be obligated to purchase components or services at prices thatare higher than those available in the current market and be limited in our abilityto respond to changing market conditions. In the event that we becomecommitted to purchase components or services for prices in excess of the currentmarket price, we may be at a disadvantage to competitors who have access tocomponents or services at lower prices, and our gross margin could suffer. Inaddition, many of our competitors obtain products or components from the sameOMs and suppliers that we utilize. Our competitors may obtain better pricing andother terms and more favorable allocations of products and components duringperiods of limited supply, and our ability to engage in relationships with certainOMs and suppliers could be limited. The practice employed by our PC businessof purchasing product components and transferring those components to itsOMs may create large supplier receivables with the OMs that, depending on thefinancial condition of the OMs, may have risk of uncollectability. In addition,certain of our OMs and suppliers may decide in the future to discontinueconducting business with us. Any of these actions by our competitors, OMs orsuppliers could adversely affect our future operating results and financialcondition.

• Contingent workers. We also rely on third-party suppliers for the provision ofcontingent workers, and our failure to manage our use of such workers effectivelycould adversely affect our results of operations. We have been exposed tovarious legal claims relating to the status of contingent workers in the past andcould face similar claims in the future. We may be subject to shortages,oversupply or fixed contractual terms relating to contingent workers, as describedabove. Our ability to manage the size of, and costs associated with, thecontingent workforce may be subject to additional constraints imposed by locallaws.

• Single source suppliers. Our use of single source suppliers for certaincomponents could exacerbate our supplier issues. We obtain a significantnumber of components from single sources due to technology, availability, price,quality or other considerations. For example, we rely on Intel Corporation toprovide us with a sufficient supply of processors for many of our PCs,workstations, handheld computing devices and servers, and some of thoseprocessors are customized for our products. New products that we introduce mayutilize custom components obtained from only one source initially until we haveevaluated whether there is a need for additional suppliers. Replacing a singlesource supplier could delay production of some products as replacementsuppliers initially may be subject to capacity constraints or other outputlimitations. For some components, such as customized components and some ofthe processors that we obtain from Intel, alternative sources may not exist orthose alternative sources may be unable to produce the quantities of thosecomponents necessary to satisfy our production requirements. In addition, wesometimes purchase components from single source suppliers under short-termagreements that contain favorable pricing and other terms but that may beunilaterally modified or terminated by the supplier with limited notice and with littleor no penalty. The performance of such single source suppliers under thoseagreements (and the renewal or extension of those agreements upon similarterms) may affect the quality, quantity and price of components to HP. The loss ofa single source supplier, the deterioration of our relationship with a single sourcesupplier, or any unilateral modification to the contractual terms under which weare supplied components by a single source supplier could adversely affect ourrevenue and gross margins.

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Business disruptions could seriously harm our future revenue and financial condition andincrease our costs and expenses.

Our worldwide operations could be subject to earthquakes, power shortages,telecommunications failures, water shortages, tsunamis, floods, hurricanes, typhoons, fires,extreme weather conditions, medical epidemics or pandemics and other natural or manmadedisasters or business interruptions, for which we are predominantly self-insured. Theoccurrence of any of these business disruptions could seriously harm our revenue andfinancial condition and increase our costs and expenses. Our corporate headquarters, and aportion of our research and development activities, are located in California, and other criticalbusiness operations and some of our suppliers are located in California and Asia, near majorearthquake faults. In addition, all six of our worldwide IT data centers are located in thesouthern United States, making our operations more vulnerable to natural disasters or otherbusiness disruptions occurring in that geographical area. The manufacture of productcomponents, the final assembly of our products and other critical operations are concentratedin certain geographic locations, including Shanghai, Singapore and India. We also rely onmajor logistics hubs primarily in Asia to manufacture and distribute our products and in thesouthwestern United States to import products into the Americas region. Our operations couldbe adversely affected if manufacturing, logistics or other operations in these locations aredisrupted for any reason, including natural disasters, information technology system failures,military actions or economic, business, labor, environmental, public health, or political issues.The ultimate impact on us, our significant suppliers and our general infrastructure of beinglocated near major earthquake faults and being consolidated in certain geographical areas isunknown, but our revenue, profitability and financial condition could suffer in the event of amajor earthquake or other natural disaster.

System security risks, data protection breaches and systems integration issues could disruptour internal operations or information technology services provided to customers, and anysuch disruption could reduce our expected revenue, increase our expenses, damage ourreputation and adversely affect our stock price.

Experienced computer programmers and hackers may be able to penetrate our networksecurity and misappropriate our confidential information or that of third parties, create systemdisruptions or cause shutdowns. Computer programmers and hackers also may be able todevelop and deploy viruses, worms, and other malicious software programs that attack ourproducts or otherwise exploit any security vulnerabilities of our products. In addition,sophisticated hardware and operating system software and applications that we produce orprocure from third parties may contain defects in design or manufacture, including “bugs” andother problems that could unexpectedly interfere with the operation of the system. The coststo us to eliminate or alleviate security problems, bugs, viruses, worms, malicious softwareprograms and security vulnerabilities could be significant, and the efforts to address theseproblems could result in interruptions, delays, cessation of service and loss of existing orpotential customers that may impede our sales, manufacturing, distribution or other criticalfunctions.

We manage and store various proprietary information and sensitive or confidential datarelating to our business. In addition, our outsourcing services business routinely processes,stores and transmits large amounts of data for our clients, including sensitive and personallyidentifiable information. Breaches of our security measures or the accidental loss, inadvertentdisclosure or unapproved dissemination of proprietary information or sensitive or confidentialdata about us or our clients, including the potential loss or disclosure of such information ordata as a result of fraud, trickery or other forms of deception, could expose us, our customersor the individuals affected to a risk of loss or misuse of this information, result in litigation andpotential liability for us, damage our brand and reputation or otherwise harm our business. Wealso could lose existing or potential customers for outsourcing services or other informationtechnology solutions or incur significant expenses in connection with our customers’ systemfailures or any actual or perceived security vulnerabilities in our products. In addition, the costand operational consequences of implementing further data protection measures could besignificant.

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Portions of our IT infrastructure also may experience interruptions, delays or cessations ofservice or produce errors in connection with systems integration or migration work that takesplace from time to time. We may not be successful in implementing new systems andtransitioning data which could cause business disruptions and be more expensive, timeconsuming, disruptive and resource-intensive. Such disruptions could adversely impact ourability to fulfill orders and interrupt other processes. Delayed sales, lower margins or lostcustomers resulting from these disruptions have adversely affected in the past, and in thefuture could adversely affect, our financial results, stock price and reputation.

The revenue and profitability of our operations have historically varied, which makes ourfuture financial results less predictable.

Our revenue, gross margin and profit vary among our products and services, customergroups and geographic markets and therefore will likely be different in future periods than ourcurrent results. Our revenue depends on the overall demand for our products and services.Delays or reductions in IT spending could materially adversely affect demand for our productsand services, which could result in a significant decline in revenues. Overall gross marginsand profitability in any given period are dependent partially on the product, customer andgeographic mix reflected in that period’s net revenue. In particular, IPG and certain of itsbusiness units such as printer supplies contribute significantly to our gross margin andprofitability. In addition, our services business has contributed significantly to our revenue andoperating profit in recent periods. Competition, lawsuits, investigations and other risksaffecting those businesses therefore may have a significant impact on our overall grossmargin and profitability. Certain segments, and ESS in particular, have a higher fixed coststructure and more variation in gross margins across their business units and productportfolios than others and may therefore experience significant operating profit volatility on aquarterly basis. In addition, newer geographic markets may be relatively less profitable due toinvestments associated with entering those markets and local pricing pressures, and we mayhave difficulty establishing and maintaining the operating infrastructure necessary to supportthe high growth rate associated with some of those markets. Market trends, competitivepressures, commoditization of products, seasonal rebates, increased component or shippingcosts, regulatory impacts and other factors may result in reductions in revenue or pressure ongross margins of certain segments in a given period, which may necessitate adjustments toour operations.

Our revenue, cost of sales, and expenses may suffer if we cannot continue to license orenforce the intellectual property rights on which our businesses depend or if third partiesassert that we violate their intellectual property rights.

We rely upon patent, copyright, trademark and trade secret laws in the United States, similarlaws in other countries, and agreements with our employees, customers, suppliers and otherparties, to establish and maintain intellectual property rights in the technology and productswe sell, provide or otherwise use in our operations. However, any of our direct or indirectintellectual property rights could be challenged, invalidated or circumvented, or suchintellectual property rights may not be sufficient to permit us to take advantage of currentmarket trends or otherwise to provide competitive advantages, either of which could result incostly product redesign efforts, discontinuance of certain product offerings or othercompetitive harm. Further, the laws of certain countries do not protect proprietary rights to thesame extent as the laws of the United States. Therefore, in certain jurisdictions we may beunable to protect our proprietary technology adequately against unauthorized third-partycopying or use; this too could adversely affect our competitive position.

Because of the rapid pace of technological change in the information technology industry,much of our business and many of our products rely on key technologies developed orlicensed by third parties. We may not be able to obtain or continue to obtain licenses andtechnologies from these third parties at all or on reasonable terms, or such third parties maydemand cross-licenses to our intellectual property. In addition, it is possible that as aconsequence of a merger or acquisition, third parties may obtain licenses to some of our

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intellectual property rights or our business may be subject to certain restrictions that were notin place prior to the transaction. Consequently, we may lose a competitive advantage withrespect to these intellectual property rights or we may be required to enter into costlyarrangements in order to terminate or limit these rights.

Third parties also may claim that we or customers indemnified by us are infringing upon theirintellectual property rights. For example, in recent years individuals and groups have begunpurchasing intellectual property assets for the sole purpose of asserting claims ofinfringement and attempting to extract settlements from large companies such as HP. If wecannot or do not license the infringed technology at all or on reasonable terms, or substitutesimilar technology from another source, our operations could be adversely affected. Even ifwe believe that the claims are without merit, they can be time-consuming and costly to defendand may divert management’s attention and resources away from our business. Claims ofintellectual property infringement also might require us to redesign affected products, enterinto costly settlement or license agreements, pay costly damage awards, or face a temporaryor permanent injunction prohibiting us from importing, marketing or selling certain of ourproducts. Even if we have an agreement to indemnify us against such costs, the indemnifyingparty may be unable to uphold its contractual obligations to us.

Finally, our results of operations and cash flows have been and could continue to be affectedin certain periods and on an ongoing basis by the imposition, accrual and payment ofcopyright levies or similar fees. In certain countries (primarily in Europe), proceedings areongoing or have been concluded against HP in which groups representing copyright ownerssought to impose upon and collect from HP levies upon equipment (such as PCs,multifunction devices and printers) alleged to be copying devices under applicable laws. Asdiscussed in Note 16 to the Consolidated Condensed Financial Statements, matters that havebeen concluded have resulted in the payment of per unit levies on certain MFDs and PCssold in Germany. Other countries that have not imposed levies on these types of devices areexpected to extend existing levy schemes, and countries that do not currently have levyschemes may decide to impose copyright levies on these types of devices. The total amountof the copyright levies will depend on the types of products determined to be subject to thelevy, the number of units of those products sold during the period covered by the levy, and theper unit fee for each type of product, all of which are affected by several factors, including theoutcome of ongoing litigation involving HP and other industry participants and possible actionby the legislative bodies in the applicable countries, and could be substantial. Consequently,the ultimate impact of these copyright levies or similar fees, and the ability of HP to recoversuch amounts through increased prices, remain uncertain.

Due to the international nature of our business, political or economic changes or other factorscould harm our future revenue, costs and expenses and financial condition.

Sales outside the United States make up approximately 65% of our net revenue. In addition,an increasing portion of our business activity is being conducted in emerging markets,including Brazil, Russia, India and China. Our future revenue, gross margin, expenses andfinancial condition could suffer due to a variety of international factors, including:

• ongoing instability or changes in a country’s or region’s economic or politicalconditions, including inflation, recession, interest rate fluctuations and actual oranticipated military or political conflicts;

• longer accounts receivable cycles and financial instability among customers;

• trade regulations and procedures and actions affecting production, pricing andmarketing of products;

• local labor conditions and regulations;

• managing a geographically dispersed workforce;

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• changes in the regulatory or legal environment;

• differing technology standards or customer requirements;

• import, export or other business licensing requirements or requirements relatingto making foreign direct investments, which could increase our cost of doingbusiness in certain jurisdictions, prevent us from shipping products to particularcountries or markets, affect our ability to obtain favorable terms for components,increase our operating costs or lead to penalties or restrictions;

• difficulties associated with repatriating cash generated or held abroad in a tax-efficient manner and changes in tax laws; and

• fluctuations in freight costs, limitations on shipping and receiving capacity, andother disruptions in the transportation and shipping infrastructure at importantgeographic points of exit and entry for our products and shipments.

The factors described above also could disrupt our product and component manufacturingand key suppliers located outside of the United States. For example, we rely onmanufacturers in Taiwan for the production of notebook computers and other suppliers in Asiafor product assembly and manufacture.

As approximately 65% of our sales are from countries outside of the United States, othercurrencies, particularly the euro, the British pound, Chinese Yuan Renminbi and theJapanese yen, can have an impact on HP’s results (expressed in U.S. dollars). Currencyvariations also contribute to variations in sales of products and services in impactedjurisdictions. Accordingly, fluctuations in foreign currency rates, most notably thestrengthening of the dollar against the euro, could have a material impact on our revenuegrowth in future periods. In addition, currency variations can adversely affect margins onsales of our products in countries outside of the United States and margins on sales ofproducts that include components obtained from suppliers located outside of the UnitedStates. We use a combination of forward contracts and options designated as cash flowhedges to protect against foreign currency exchange rate risks. The effectiveness of ourhedges depends on our ability to accurately forecast future cash flows, which is particularlydifficult during periods of uncertain demand for our products and services and highly volatileexchange rates. As a result, we could incur significant losses from our hedging activities if ourforecasts are incorrect. In addition, our hedging activities may be ineffective or may not offsetany or more than a portion of the adverse financial impact resulting from currency variations.Gains or losses associated with hedging activities also may impact our revenue and to alesser extent our cost of sales and financial condition.

In many foreign countries, particularly in those with developing economies, it is common toengage in business practices that are prohibited by laws and regulations applicable to us,such as the Foreign Corrupt Practices Act. Although we implement policies and proceduresdesigned to facilitate compliance with these laws, our employees, contractors and agents, aswell as those companies to which we outsource certain of our business operations, may takeactions in violation of our policies. Any such violation, even if prohibited by our policies, couldhave a material adverse effect on our business and reputation.

If we fail to manage the distribution of our products and services properly, our revenue, grossmargin and profitability could suffer.

We use a variety of distribution methods to sell our products and services, includingthird-party resellers and distributors and both direct and indirect sales to both enterpriseaccounts and consumers. Successfully managing the interaction of our direct and indirectchannel efforts to reach various potential customer segments for our products and services isa complex process. Moreover, since each distribution method has distinct risks and grossmargins, our failure to implement the most advantageous balance in the delivery model for

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our products and services could adversely affect our revenue and gross margins andtherefore our profitability. Other distribution risks are described below.

• Our financial results could be materially adversely affected due to channelconflicts or if the financial conditions of our channel partners were to weaken.

Our future operating results may be adversely affected by any conflicts that mightarise between our various sales channels, the loss or deterioration of any allianceor distribution arrangement or the loss of retail shelf space. Moreover, some ofour wholesale and retail distributors may have insufficient financial resources andmay not be able to withstand changes in business conditions, including economicweakness and industry consolidation. Many of our significant distributors operateon narrow product margins and have been negatively affected by businesspressures. Considerable trade receivables that are not covered by collateral orcredit insurance are outstanding with our distribution and retail channel partners.Revenue from indirect sales could suffer, and we could experience disruptions indistribution if our distributors’ financial conditions, abilities to borrow funds in thecredit markets or operations weaken.

• Our inventory management is complex as we continue to sell a significant mix ofproducts through distributors.

We must manage inventory effectively, particularly with respect to sales todistributors, which involves forecasting demand and pricing issues. Distributorsmay increase orders during periods of product shortages, cancel orders if theirinventory is too high or delay orders in anticipation of new products. Distributorsalso may adjust their orders in response to the supply of our products and theproducts of our competitors and seasonal fluctuations in end-user demand. Ourreliance upon indirect distribution methods may reduce visibility to demand andpricing issues, and therefore make forecasting more difficult. If we have excess orobsolete inventory, we may have to reduce our prices and write down inventory.Moreover, our use of indirect distribution channels may limit our willingness orability to adjust prices quickly and otherwise to respond to pricing changes bycompetitors. We also may have limited ability to estimate future product rebateredemptions in order to price our products effectively.

If we do not effectively manage our product and services transitions, our revenue may suffer.

Many of the industries in which we compete are characterized by rapid technologicaladvances in hardware performance and software features and functionality; frequentintroduction of new products; short product life cycles; and continual improvement in productprice characteristics relative to product performance. Among the risks associated with theintroduction of new products and services are delays in development or manufacturing,variations in costs, delays in customer purchases or reductions in price of existing products inanticipation of new introductions, difficulty in predicting customer demand for the newofferings and effectively managing inventory levels so that they are in line with anticipateddemand, risks associated with customer qualification and evaluation of new products and therisk that new products may have quality or other defects or may not be supported adequatelyby application software. If we do not make an effective transition from existing products andservices to future offerings, our revenue may decline.

Our revenue and gross margin also may suffer due to the timing of product or serviceintroductions by our suppliers and competitors. This is especially challenging when a producthas a short life cycle or a competitor introduces a new product just before our own productintroduction. Furthermore, sales of our new products and services may replace sales, orresult in discounting of some of our current offerings, offsetting the benefit of even asuccessful introduction. There also may be overlaps in the current products and services ofHP and portfolios acquired through mergers and acquisitions that we must manage. In

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addition, it may be difficult to ensure performance of new customer contracts in accordancewith our revenue, margin and cost estimates and to achieve operational efficienciesembedded in our estimates. Given the competitive nature of our industry, if any of these risksmaterializes, future demand for our products and services and our results of operations maysuffer.

Our revenue and profitability could suffer if we do not manage the risks associated with our ITservices business properly.

The size and significance of the IT services portion of our business has increased in recentperiods. The risks that accompany that business differ from those of our other businesses andinclude the following:

• The pricing and other terms of some of our IT services agreements, particularlyour long-term IT outsourcing services agreements, require us to make estimatesand assumptions at the time we enter into these contracts that could differ fromactual results. Any increased or unexpected costs or unanticipated delays inconnection with the performance of these engagements, including delays causedby factors outside our control, could make these agreements less profitable orunprofitable, which would have an adverse affect on the profit margin of our ITservices business.

• Some of our IT services agreements require significant investment in the earlystages that is expected to be recovered through billings over the life of theagreement. These agreements often involve the construction of new IT systemsand communications networks and the development and deployment of newtechnologies. Substantial performance risk exists in each agreement with thesecharacteristics, and some or all elements of service delivery under theseagreements are dependent upon successful completion of the development,construction and deployment phases. Any failure to perform satisfactorily underthese agreements may expose us to legal liability, result in the loss of customersand harm our reputation, which could decrease the revenues and profitability ofour IT services business.

• Some of our outsourcing services agreements contain pricing provisions thatpermit a client to request a benchmark study by a mutually acceptable third-party.The benchmarking process typically compares the contractual price of ourservices against the price of similar services offered by other specified providersin a peer comparison group, subject to agreed upon adjustment andnormalization factors. Generally, if the benchmarking study shows that our pricinghas a difference outside a specified range, and the difference is not due to theunique requirements of the client, then the parties will negotiate in good faith anyappropriate adjustments to the pricing. This may result in the reduction of ourrates for the benchmarked services performed after the implementation of thosepricing adjustments, which could decrease the revenues and profitability of our ITservices business.

If we fail to comply with our customer contracts or government contracting regulations, ourrevenue could suffer.

Our contracts with our customers may include unique and specialized performancerequirements. In particular, our contracts with federal, state, provincial and local governmentalcustomers are subject to various procurement regulations, contract provisions and otherrequirements relating to their formation, administration and performance. Any failure by us tocomply with the specific provisions in our customer contracts or any violation of governmentcontracting regulations could result in the imposition of various civil and criminal penalties,which may include termination of contracts, forfeiture of profits, suspension of payments and,in the case of our government contracts, fines and suspension from future government

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contracting. In addition, we are currently, and in the future may be, subject to qui tam litigationbrought by private individuals on behalf of the government relating to our governmentcontracts, which could include claims for up to treble damages. Further, any negative publicityrelated to our customer contracts or any proceedings surrounding them, regardless of itsaccuracy, may damage our business by affecting our ability to compete for new contracts. Ifour customer contracts are terminated, if we are suspended from government work, or if ourability to compete for new contracts is adversely affected, we could suffer a material reductionin expected revenue.

We make estimates and assumptions in connection with the preparation of HP’s ConsolidatedFinancial Statements, and any changes to those estimates and assumptions could have amaterial adverse effect on our results of operations.

In connection with the preparation of HP’s Consolidated Financial Statements, we use certainestimates and assumptions based on historical experience and other factors. Our most criticalaccounting estimates are described in “Management’s Discussion and Analysis of FinancialCondition and Results of Operations” in this report. In addition, as discussed in Note 16 to theConsolidated Condensed Financial Statements, we make certain estimates, includingdecisions related to provisions for legal proceedings and other contingencies. While webelieve that these estimates and assumptions are reasonable under the circumstances, theyare subject to significant uncertainties, some of which are beyond our control. Should any ofthese estimates and assumptions change or prove to have been incorrect, it could have amaterial adverse effect on our results of operations.

Unanticipated changes in HP’s tax provisions, the adoption of a new U.S. tax legislation orexposure to additional income tax liabilities could affect our profitability.

We are subject to income taxes in the United States and numerous foreign jurisdictions. Ourtax liabilities are affected by the amounts we charge for inventory, services, licenses, fundingand other items in intercompany transactions. We are subject to ongoing tax audits in variousjurisdictions. Tax authorities may disagree with our intercompany charges, cross-jurisdictionaltransfer pricing or other matters and assess additional taxes. We regularly assess the likelyoutcomes of these audits in order to determine the appropriateness of our tax provision.However, there can be no assurance that we will accurately predict the outcomes of theseaudits, and the amounts ultimately paid upon resolution of audits could be materially differentfrom the amounts previously included in our income tax expense and therefore could have amaterial impact on our tax provision, net income and cash flows. In addition, our effective taxrate in the future could be adversely affected by changes to our operating structure, changesin the mix of earnings in countries with differing statutory tax rates, changes in the valuation ofdeferred tax assets and liabilities, changes in tax laws and the discovery of new information inthe course of our tax return preparation process. In particular, the carrying value of deferredtax assets, which are predominantly in the United States, is dependent on our ability togenerate future taxable income in the United States. In addition, President Obama’sadministration has announced proposals for a new U.S. tax legislation that, if adopted, couldadversely affect our tax rate. Any of these changes could affect our profitability.

Our sales cycle makes planning and inventory management difficult and future financialresults less predictable.

In some of our segments, our quarterly sales often have reflected a pattern in which adisproportionate percentage of each quarter’s total sales occur towards the end of suchquarter. This uneven sales pattern makes prediction of revenue, earnings, cash flow fromoperations and working capital for each financial period difficult, increases the risk ofunanticipated variations in quarterly results and financial condition and places pressure on ourinventory management and logistics systems. If predicted demand is substantially greaterthan orders, there will be excess inventory. Alternatively, if orders substantially exceedpredicted demand, we may not be able to fulfill all of the orders received in the last few weeksof each quarter. Other developments late in a quarter, such as a systems failure, component

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pricing movements, component shortages or global logistics disruptions, could adverselyimpact inventory levels and results of operations in a manner that is disproportionate to thenumber of days in the quarter affected.

We experience some seasonal trends in the sale of our products that also may producevariations in quarterly results and financial condition. For example, sales to governments(particularly sales to the United States government) are often stronger in the third calendarquarter, consumer sales are often stronger in the fourth calendar quarter, and manycustomers whose fiscal and calendar years are the same spend their remaining capitalbudget authorizations in the fourth calendar quarter prior to new budget constraints in the firstcalendar quarter of the following year. European sales are often weaker during the summermonths. Demand during the spring and early summer also may be adversely impacted bymarket anticipation of seasonal trends. Moreover, to the extent that we introduce newproducts in anticipation of seasonal demand trends, our discounting of existing products mayadversely affect our gross margin prior to or shortly after such product launches. Typically,our third fiscal quarter is our weakest and our fourth fiscal quarter is our strongest. Many ofthe factors that create and affect seasonal trends are beyond our control.

Any failure by us to execute on our strategy for operational efficiency successfully could resultin total costs and expenses that are greater than expected.

We have adopted an operating framework that includes a disciplined focus on operationalefficiency. As part of this framework, we have adopted several initiatives, including a multi-year program announced in 2006 to reduce real estate costs by consolidating severalhundred HP real estate locations worldwide to fewer core sites, and a multi-year process ofexamining every function and every one of our businesses and functions in order to optimizeefficiency and reduce cost. We have also implemented a workforce restructuring program infiscal 2008 relating to our services business and a workforce restructuring program in fiscal2009 relating to our product businesses.

Our ability to achieve the anticipated cost savings and other benefits from these initiativeswithin the expected time frame is subject to many estimates and assumptions, includingestimates and assumptions regarding the cost of consolidating real estate locations, theamount of accelerated depreciation or asset impairment to be incurred when we vacatefacilities or cease using equipment before the end of their respective lease term or asset life,and the costs and timing of other activities in connection with these initiatives. Theseestimates and assumptions are subject to significant economic, competitive and otheruncertainties, some of which are beyond our control. In addition, there are significant risksassociated with our workforce restructuring programs, including potential delays in theimplementation of those programs in highly regulated locations outside of the United States,particularly in Europe and Asia, decreases in employee morale, and the failure to meetoperational targets due to the loss of employees. If these estimates and assumptions areincorrect, if we experience delays, or if other unforeseen events occur, our business andresults of operations could be adversely affected.

In order to be successful, we must attract, retain and motivate key employees, and failure todo so could seriously harm us.

In order to be successful, we must attract, retain and motivate executives and other keyemployees, including those in managerial, technical, sales, marketing and IT supportpositions. Hiring and retaining qualified executives, engineers, skilled solutions providers inthe IT support business and qualified sales representatives are critical to our future, andcompetition for experienced employees in the IT industry can be intense. The failure to hireexecutives and key employees or the loss of executives and key employees could have asignificant impact on our operations.

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Changes to our compensation and benefit programs could adversely affect our ability toattract and retain employees.

Like other companies, HP has implemented changes to its compensation programs intendedto reduce fixed costs, create a high performance culture at all levels and provide anopportunity for employees to earn significant rewards if HP delivers strong financial results.These changes included reducing base pay for many employees; lowering the cap onmatching contributions under the HP 401(k) Plan; making the funding of the HP 401(k) Planmatching contributions fully discretionary depending on quarterly business results; andeliminating the purchase price discount for shares purchased under the HP Share OwnershipPlan, all of which were announced in February 2009. HP also has reduced the total number ofshare-based payment awards granted to employees and the number of employees whoreceive share-based payment awards. Due to these changes in our compensation programs,we may find it difficult to attract, retain and motivate employees, and any such difficulty couldmaterially adversely affect our business. Moreover, any difficulty relating to obtainingstockholder approval of equity compensation plans could limit our ability to grant share-basedpayment awards to employees in the future.

Terrorist acts, conflicts and wars may seriously harm our business and revenue, costs andexpenses and financial condition and stock price.

Terrorist acts, conflicts or wars (wherever located around the world) may cause damage ordisruption to HP, our employees, facilities, partners, suppliers, distributors, resellers orcustomers. The potential for future attacks, the national and international responses to attacksor perceived threats to national security, and other actual or potential conflicts or wars,including the ongoing military operations in Iraq and Afghanistan have created manyeconomic and political uncertainties. In addition, as a major multinational company withheadquarters and significant operations located in the United States, actions against or by theUnited States may impact our business or employees. Although it is impossible to predict theoccurrences or consequences of any such events, they could result in a decrease in demandfor our products, make it difficult or impossible to deliver products to our customers or toreceive components from our suppliers, create delays and inefficiencies in our supply chainand result in the need to impose employee travel restrictions. We are predominantlyuninsured for losses and interruptions caused by terrorist acts, conflicts and wars.

Any failure by us to identify, manage, complete and integrate acquisitions, divestitures andother significant transactions successfully could harm our financial results, business andprospects, and the costs, expenses and other financial and operational effects associatedwith managing, completing and integrating acquisitions may result in financial results that aredifferent than expected.

As part of our business strategy, we frequently acquire complementary companies orbusinesses, divest non-core businesses or assets, enter into strategic alliances and jointventures and make investments to further our business (collectively, “business combinationand investment transactions”). In order to pursue this strategy successfully, we must identifysuitable candidates for and successfully complete business combination and investmenttransactions, some of which may be large and complex, and manage post-closing issuessuch as the integration of acquired companies or employees. We may not fully realize all ofthe anticipated benefits of any business combination and investment transaction, and thetimeframe for achieving benefits of a business combination and investment transaction maydepend partially upon the actions of employees, suppliers or other third parties. In addition,the pricing and other terms of our contracts for business combination and investmenttransactions require us to make estimates and assumptions at the time we enter into thesecontracts, and, during the course of our due diligence, we may not identify all of the factorsnecessary to estimate our costs accurately. Any increased or unexpected costs, unanticipateddelays or failure to achieve contractual obligations could make these transactions lessprofitable or unprofitable. Moreover, if we fail to identify and successfully complete businesscombination and investment transactions that further our strategic objectives, we may be

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required to expend resources to develop products and technology internally, we may be at acompetitive disadvantage or we may be adversely affected by negative market perceptions,any of which may have a material adverse effect on our revenue, gross margin andprofitability.

Integration issues are complex, time-consuming and expensive and, without proper planningand implementation, could significantly disrupt our business. The challenges involved inintegration include:

• combining product offerings and entering into new markets in which we are notexperienced;

• convincing customers and distributors that the transaction will not diminish clientservice standards or business focus, preventing customers and distributors fromdeferring purchasing decisions or switching to other suppliers (which could resultin our incurring additional obligations in order to address customer uncertainty),minimizing sales force attrition and coordinating sales, marketing and distributionefforts;

• consolidating and rationalizing corporate IT infrastructure, which may includemultiple legacy systems from various acquisitions and integrating software code;

• minimizing the diversion of management attention from ongoing businessconcerns;

• persuading employees that business cultures are compatible, maintainingemployee morale and retaining key employees, engaging with employee workscouncils representing an acquired company’s non-U.S. employees, integratingemployees into HP, correctly estimating employee benefit costs andimplementing restructuring programs;

• coordinating and combining administrative, manufacturing, research anddevelopment and other operations, subsidiaries, facilities and relationships withthird parties in accordance with local laws and other obligations while maintainingadequate standards, controls and procedures;

• achieving savings from supply chain integration; and

• managing integration issues shortly after or pending the completion of otherindependent transactions.

Managing business combination and investment transactions requires varying levels ofmanagement resources, which may divert our attention from other business operations.These business combination and investment transactions also have resulted, and in thefuture may result, in significant costs and expenses and charges to earnings, including thoserelated to severance pay, early retirement costs, employee benefit costs, asset impairmentcharges, charges from the elimination of duplicative facilities and contracts, in-processresearch and development charges, inventory adjustments, assumed litigation and otherliabilities, legal, accounting and financial advisory fees, and required payments to executiveofficers and key employees under retention plans. Moreover, HP has incurred and will incuradditional depreciation and amortization expense over the useful lives of certain assetsacquired in connection with business combination and investment transactions, and, to theextent that the value of goodwill or intangible assets with indefinite lives acquired inconnection with a business combination and investment transaction becomes impaired, wemay be required to incur additional material charges relating to the impairment of thoseassets. In order to complete an acquisition, we may issue common stock, potentially creatingdilution for existing stockholders. In addition, we may borrow to finance an acquisition, andthe amount and terms of any potential future acquisition-related borrowings, as well as other

25

factors, could affect our liquidity and financial condition and potentially our credit ratings. Anypotential future downgrades in our credit rating associated with an acquisition could adverselyaffect our ability to borrow and cost of borrowing and result in more restrictive borrowingterms. In addition, HP’s effective tax rate on an ongoing basis is uncertain, and businesscombination and investment transactions could impact our effective tax rate. We also mayexperience risks relating to the challenges and costs of closing a business combination andinvestment transaction and the risk that an announced business combination and investmenttransaction may not close. As a result, any completed, pending or future transactions maycontribute to financial results that differ from the investment community’s expectations in agiven quarter.

Unforeseen environmental costs could impact our future net earnings.

We are subject to various federal, state, local and foreign laws and regulations concerningenvironmental protection, including laws addressing the discharge of pollutants into the airand water, the management and disposal of hazardous substances and wastes, the cleanupof contaminated sites, the content of our products and the recycling, treatment and disposal ofour products including batteries. In particular, we face increasing complexity in our productdesign and procurement operations as we adjust to new and future requirements relating tothe chemical and materials composition of our products, their safe use, the energyconsumption associated with those products and product take-back legislation. We couldincur substantial costs, our products could be restricted from entering certain jurisdictions,and we could face other sanctions, if we were to violate or become liable under environmentallaws or if our products become non-compliant with environmental laws. Our potentialexposure includes fines and civil or criminal sanctions, third-party property damage, personalinjury claims and clean up costs. Further, liability under some environmental laws relating tocontaminated sites can be imposed retroactively, on a joint and several basis, and withoutany finding of noncompliance or fault. The amount and timing of costs under environmentallaws are difficult to predict.

RISKS RELATING TO AN INVESTMENT IN THE COMPANY’S STOCK

HP’s stock price has historically fluctuated and may continue to fluctuate, which may makefuture prices of HP’s stock difficult to predict.

HP’s stock price, like that of other technology companies, can be volatile. Some of the factorsthat could affect our stock price are:

• speculation in the press or investment community about, or actual changes in,our business, strategic position, market share, organizational structure,operations, financial condition, financial reporting and results, effectiveness ofcost cutting efforts, value or liquidity of our investments, exposure to marketvolatility, prospects, business combination or investment transactions, orexecutive team;

• the announcement of new products, services, technological innovations oracquisitions by HP or its competitors;

• quarterly increases or decreases in revenue, gross margin, earnings or cash flowfrom operations, changes in estimates by the investment community or guidanceprovided by HP, and variations between actual and estimated financial results;

• announcements of actual and anticipated financial results by HP’s competitorsand other companies in the IT industry; and

• the timing and amount of share repurchases by HP.

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General or industry specific market conditions or stock market performance or domestic orinternational macroeconomic and geopolitical factors unrelated to HP’s performance also mayaffect the price of HP common stock. For these reasons, investors should not rely on recenttrends to predict future stock prices, financial condition, results of operations or cash flows. Inaddition, following periods of volatility in a company’s securities, securities class actionlitigation against a company is sometimes instituted. If instituted against HP, this type oflitigation could result in substantial costs and the diversion of management time andresources.

Some anti-takeover provisions contained in our certificate of incorporation and bylaws, as wellas provisions of Delaware law, could impair a takeover attempt.

We have provisions in our certificate of incorporation and bylaws, each of which could havethe effect of rendering more difficult or discouraging an acquisition of HP deemed undesirableby our Board of Directors. These include provisions:

• authorizing blank check preferred stock, which HP could issue with voting,liquidation, dividend and other rights superior to our common stock;

• limiting the liability of, and providing indemnification to, HP’s directors andofficers;

• specifying that HP stockholders may take action only at a duly called annual orspecial meeting of stockholders and otherwise in accordance with our bylaws andlimiting the ability of our stockholders to call special meetings;

• requiring advance notice of proposals by HP stockholders for business to beconducted at stockholder meetings and for nominations of candidates for electionto our Board of Directors;

• requiring a vote by the holders of two-thirds of HP’s outstanding shares to amendcertain bylaws relating to HP stockholder meetings, the Board of Directors andindemnification; and

• controlling the procedures for conduct of HP Board and stockholder meetings andelection, appointment and removal of HP directors.

These provisions, alone or together, could deter or delay hostile takeovers, proxy contestsand changes in control or management of HP. As a Delaware corporation, HP also is subjectto provisions of Delaware law, including Section 203 of the Delaware General CorporationLaw, which prevents some stockholders from engaging in certain business combinationswithout approval of the holders of substantially all of HP’s outstanding common stock.

Any provision of our certificate of incorporation or bylaws or Delaware law that has the effectof delaying or deterring a change in control of HP could limit the opportunity for ourstockholders to receive a premium for their shares of HP common stock and also could affectthe price that some investors are willing to pay for HP common stock.

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DESCRIPTION OF COMMON STOCK

Article IV of HP’s Certificate of Incorporation, as amended on February 28, 2001, authorisesthe issuance of up to 9,600,000,000 shares of Common Stock with a par value of $0.01 pershare.

The stockholders as of the applicable record date are entitled to one vote per share on allmatters to be voted upon by the stockholders. The stockholders have cumulative votingrights for the election of HP’s directors in accordance with HP’s Bylaws and Delaware law.

Subject to preferences applicable to any outstanding preferred stock, the stockholders areentitled to receive rateably such dividends as may be declared from time to time by the Boardout of funds legally available for distribution, and, in the event of our liquidation, dissolution orwinding up, stockholders are entitled to share in all assets remaining after payment ofliabilities.

Dividends are paid quarterly and were $0.08 per quarter for each share of Common Stock infiscal 2009, 2008 and 2007. A stockholder’s entitlement to dividends will not lapse while thatstockholder remains a registered stockholder of the Company. There are no dividendrestrictions in place for stockholders and no special procedures for the payment of dividendsto non-U.S. resident stockholders.

Common Stock has no pre-emptive or conversion rights and is not subject to further calls orassessments by HP. There are no redemption or sinking fund provisions available toCommon Stock. Common Stock currently in issue has been validly issued, is fully paid and isnon-assessable.

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DOCUMENTS INCORPORATED BY REFERENCE

HP files documents and information with the United States Securities and ExchangeCommission (“SEC”). The following documents, which HP has filed with the SEC, are herebyincorporated by reference into this prospectus:

(1) Annual Report on Form 10-K for the fiscal year ended October 31, 2009 (“Form 10-K2009”);

(2) Notice of Annual Meeting of Stockholders and Proxy Statement relating to the AnnualMeeting of Stockholders to be held on March 17, 2010 (“Proxy Statement”);

(3) Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 2010(“Form 10-Q”);

(4) Annual Report on Form 10-K for the fiscal year ended October 31, 2008 (“Form 10-K2008”);

(5) Annual Report on Form 10-K for the fiscal year ended October 31, 2007 (“Form 10-K2007”);

(6) Current Report on Form 8-K filed on March 23, 2010. HP is required to file theseitems with the SEC but these items do not correspond to any specific items required byCommission Regulation (EC) No. 809/2004 (“Prospectus Regulation”), and are incorporatedto provide employees with additional information;

save that any statement contained herein or in a document which is incorporated herein shallbe deemed to be modified or superseded for the purpose of this prospectus to the extent thata statement contained in any such document which is deemed to be incorporated byreference herein modifies or supersedes such earlier statement (whether expressly, byimplication or otherwise).

HP will provide without charge to each person to whom this prospectus is delivered, upon hisor her written or oral request, a copy of any or all documents referred to above which havebeen incorporated by reference into this prospectus, excluding exhibits to those documentsunless they are specifically incorporated by reference into those documents. You can obtaina copy of these reports and HP’s Certificate of Incorporation and Bylaws, free of charge fromthe Company’s website at http://www.hp.com. HP’s filings with the SEC are also availablethrough the SEC’s website at http://www.sec.gov. In addition, the prospectus and any SECfilings incorporated by reference into this prospectus will be filed with the Commission deSurveillance du Secteur Financier, and the Luxembourg Stock Exchange will publish suchdocuments on its website at http://www.bourse.lu.

Any information not specifically listed in the following cross-reference table but included in thedocuments which are incorporated by reference is given for information purposes only.

Ernst & Young LLP have acted as HP’s independent registered public accounting firm to auditthe consolidated financial statements incorporated by reference in this prospectus.

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The following table indicates where information required by the Prospectus Directive to bedisclosed in, and incorporated by reference into, this prospectus can be found in thedocuments referred to above.

Information required by the ProspectusDirective Document/Location

Persons Responsible

Resignation or removal of auditors (Annex 1,Section 2.2 of the Prospectus Regulation)

Form 10-K 2009 (p. 163; Item 9)

Selected Financial Information

Selected historical financial information regardingthe issuer (Annex 1, Section 3.1 of the ProspectusRegulation)

Form 10-K 2009 (p.35; Item 6)

Form 10-Q (p. 52)

Information about the Issuer

The place of registration of the issuer and itsregistration number (Annex 1, Section 5.1.2 of theProspectus Regulation)

Form 10-K 2009 (cover)

The date of incorporation of the issuer (Annex 1,Section 5.1.3 of the Prospectus Regulation)

Form 10-K 2009 (p. 3; Business)

Important events in the development of theissuer’s business (Annex 1, Section 5.1.5 of theProspectus Regulation)

Form 10-K 2009 (pp. 3-13; Business)

Principal Investments (Annex 1, Section 5.2.1,5.2.2 and 5.2.3 of the Prospectus Regulation)

Form 10-K 2009 (pp.106-108; Note 6)

Form 10-K 2008 (pp. 106-111; Note 6)

Form 10-K 2007 (pp. 98-101; Note 6)

Form 10-Q (p. 13; Note 5)

Business Overview

The issuer’s principal activities (Annex 1, Section6.1.1 of the Prospectus Regulation)

Form 10-K 2009 (pp.152-160; SegmentInformation)

Form 10-K 2008 (pp.3-7; SegmentInformation)

Form 10-K 2007 (pp.3-7; SegmentInformation)

New products and services (Annex 1, Section6.1.2 of the Prospectus Regulation)

Form 10-K 2009 (pp. 37; Investing forGrowth)

The issuer’s principal markets (Annex 1, Section6.2 of the Prospectus Regulation)

Form 10-K 2009 (pp.3-13; Item 1, 152-162; Note 19)

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Information required by the ProspectusDirective Document/Location

The issuer’s dependency on patents and licenses,industrial, commercial and financial contracts andnew manufacturing processes (Annex 1, Section6.4 of the Prospectus Regulation)

Form 10-K 2009 (pp. 8-9; Manufacturingand Materials, p. 10; Patents)

Property, Plants and Equipment

Existing or planned material tangible fixed assetsand encumbrances thereon (Annex 1, Section 8.1of the Prospectus Regulation)

Form 10-K 2009 (pp. 31-32; Item 2)

Environmental issues affecting the issuer’sutilisation of tangible fixed assets (Annex 1,Section 8.2 of the Prospectus Regulation)

Form 10-K 2009 (p. 12-13; Environment)

Operating and Financial Review

Analysis of the issuer’s financial condition, andresults of operations (Annex 1, Section 9.1 of theProspectus Regulation)

Form 10-K 2009 (pp. 36-75; Items 7 and7A)

Reasons for material changes in net sales orrevenue (Annex 1, Section 9.2.2 of theProspectus Regulation)

Form 10-K 2009 (pp. 36-75; Items 7 and7A)

Capital Resources

The issuer’s capital resources, cashflows,borrowings, anticipated sources of funds (Annex1, Section 10.1, 10.2, 10.3, 10.4 and 10.5 of theProspectus Regulation)

Form 10-K 2009 (pp. 22-23, pp. 67-73,Liquidity and Capital Resources, pp. 74-75, pp. 91-92, pp. 115-121, pp. 123-126;Note 13)

Form 10-Q (pp. 61-64; Liquidity andCapital Resources, pp. 27-30; Note 12)

Research and Development, Patents andLicenses

Research and development policies andexpenditure (Annex 1, Section 11 of theProspectus Regulation)

Form 10-K 2009 (pp.9-10; Research andDevelopment; Patents)

Trend information

Recent trends in production, sales and inventory,and costs and selling prices (Annex 1, Section12.1 of the Prospectus Regulation)

Form 10-K 2009 (pp. 36-73; Item 7)

Form 10-Q (pp. 48-80; Item 2)

Current trends, uncertainties, demands,commitments or events likely to affect the issuer’sprospects (Annex 1, Section 12.2 of theProspectus Regulation)

Form 10-K 2009 (pp. 36-75; Items 7 and7A)

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Information required by the ProspectusDirective Document/Location

Administrative, Management, and SupervisoryBodies and Senior Management

Names and details of senior management andpersons in administrative, supervisory ormanagement positions (Annex 1, Section 14.1 ofthe Prospectus Regulation)

Form 10-K 2009 (pp. 13-15; ExecutiveOfficers, p. 164; Item 11)

Proxy Statement (pp. 41-71; ExecutiveCompensation)

Remuneration paid and benefits in kind in relationto the last full financial year for those seniormanagement and persons in administrative,supervisory or management positions (Annex 1,Section 15.1 of the Prospectus Regulation)

Form 10-K 2009 (p. 164; Item 11)

Proxy Statement (pp. 54-71 ExecutiveCompensation)

Amounts reserved for provision of pensions,retirement and similar benefits (Annex 1, Section15.2 of the Prospectus Regulation)

Form 10-K 2009 (p. 73; FundingCommitments)

Form 10-Q (pp. 32-34; Note 15)

The period of and date of expiration of currentterm of office for members of the board and seniormanagement (Annex 1, Section 16.1 of theProspectus Regulation)

Form 10-K 2009 (pp. 13-15; ExecutiveOfficers)

Proxy Statement (pp. 24-26; Election ofDirectors)

Service contract provisions for benefits upontermination of employment (Annex 1, Section 16.2of the Prospectus Regulation)

Proxy Statement (pp. 41-71; ExecutiveCompensation)

The issuer’s audit committee and remunerationcommittee (Annex 1, Section 16.3 of theProspectus Regulation)

Proxy Statement (pp. 12-14; BoardStructure and Committee Composition)

The issuer’s compliance with corporategovernance regimes (Annex 1, Section 16.4 of theProspectus Regulation)

Proxy Statement (pp. 12-19; CorporateGovernance Principles and BoardMatters)

Employees

Share and share option ownership of seniormanagement and persons in administrative,supervisory or management positions (Annex 1,Section 17.2 of the Prospectus Regulation)

Proxy Statement (pp. 37-38; CommonStock Ownership of Certain BeneficialOwners and Management)

Arrangements for employee involvement in theissuer’s capital (Annex 1, Section 17.3 of theProspectus Regulation)

Proxy Statement (pp. 72-73; EquityCompensation Plan Information)

Form 10-Q (pp.7-10; Note 2)

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Information required by the ProspectusDirective Document/Location

Financial Information Concerning the Issuer’sAssets and Liabilities, Financial Position andProfits and Losses

Audited historical financial information and auditreports for the fiscal years ended October 31,2009 October 31, 2008and October 31, 2007

Balance Sheet

Income Statement

A statement showing either all changes in equityor changes in equity other than those arising fromcapital transactions with owners and distributionsto owners;

Cash flow statement

Accounting policies and explanatory notes

(Annex 1, Section 20.1, 20.3 and 20.5.1 of theProspectus Regulation)

Form 10-K 2009 (pp.76-162; Item 8)Form 10-K 2008 (pp. 76-159; Item 8)Form 10-K 2007 (pp. 71-150; Item 8)

Form 10-K 2009 (p.81)Form 10-K 2008 (p. 82)Form 10-K 2007 (p. 76)

Form 10-K 2009 (p. 80)Form 10-K 2008 (p. 81)Form 10-K 2007 (p. 75)

Form 10-K 2009 (p. 83)Form 10-K 2008 (p. 84)Form 10-K 2007 (p. 78)

Form 10-K 2009 (p.82)Form 10-K 2008 (p.83)Form 10-K 2007 (p.77)

Form 10-K 2009 (pp. 84-163)Form 10-K 2008 (pp. 85-159)Form 10-K 2007 (pp. 79-150)

Statement that the historical financial informationhas been audited and details of qualifications anddisclaimers (Annex 1, Section 20.4.1 of theProspectus Regulation)

Form 10-K 2009 (pp. 77, 78; Report ofIndependent Registered PublicAccounting Firm)

Form 10-K 2008 (pp. 77, 78-79; Reportof Independent Registered PublicAccounting Firm)

Form 10-K 2007 (pp. 72, 73; Report ofIndependent Registered PublicAccounting Firm)

Other audited information (Annex 1, Section20.4.2 of the Prospectus Regulation)

Form 10-K 2009 (pp. 77, 78; Report ofIndependent Registered PublicAccounting Firm)

Form 10-K 2008 (pp. 77, 79; Report of

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Information required by the ProspectusDirective Document/Location

Independent Registered PublicAccounting Firm)

Form 10-K 2007 (pp. 72, 73; Report ofIndependent Registered PublicAccounting Firm)

Unaudited interim financial data (Annex 1, Section20.4.3 and 20.6.1 of the Prospectus Regulation)

Form 10-K 2009 (p.161; QuarterlySummary)

Form 10-K 2008 (p. 159; QuarterlySummary)

Form 10-K 2007 (p. 150; QuarterlySummary)

Form 10-Q (pp. 3-47; Item 1)

Legal and arbitration proceedings (Annex 1,Section 20.8 of the Prospectus Regulation)

Form 10-K 2009 (pp. 144-152; Note 18)

Form 10-Q (pp. 34-41; Note 16)

Additional Information

Share Capital

Convertible securities, exchangeable securitiesand securities with warrants (Annex 1, Section21.1.4 of the Prospectus Regulation)

Form 10-K 2009 (pp. 123-126; Note 13)

Form 10-Q (pp. 27-30; Note 12)

Acquisition rights and obligations over authorisedbut unissued capital or an undertaking to increasecapital (Annex 1, Section 21.1.5 of the ProspectusRegulation)

Form 10-K 2009 (pp. 95-102; Note 2;pp. 132-134; Note 15)

Share options (Annex 1, Section 21.1.6 of theProspectus Regulation)

Form 10-K 2009 (pp. 95-102; Note 2; pp.132-134; Note 15)

Form 10-Q (pp. 7-10; Note 2; pp. 31-32;Note 14)

History of share capital (Annex 1, Section 21.1.7of the Prospectus Regulation)

Form 10-K 2009 (p. 83; ConsolidatedStatements of Stockholders’ Equity)

Memorandum and Articles of Association

Change of control provisions (Annex 1, Section21.2.6 of the Prospectus Regulation)

Form 10-K 2009 (pp. 30-31; Anti-takeover Provisions)

Information on Holdings

Undertakings in which the issuer owns capital(Annex 1, Section 25 of the ProspectusRegulation)

Form 10-K 2009 (pp. 106-108; Note 6)

Form 10-Q (pp. 13; Note 5)

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Information required by the ProspectusDirective Document/Location

Dilution

The amount and percentage of immediate dilutionresulting from the offer (Annex III, Section 9.1 ofthe Prospectus Regulation)

Form 10-K 2009 (p. 33; Market forRegistrant’s Common Equity, RelatedStockholder Matters and IssuerPurchases of Equity Securities; p. 83;Consolidated Statement of Stockholders’Equity, pp. 132-133; Stock RepurchaseProgram)

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ADDITIONAL INFORMATION

1. PRINCIPAL INVESTMENTS

HP has undertaken a number of investments that have international operations as describedin the Forms 10-Ks that have been incorporated by reference.

2. ORGANISATIONAL STRUCTURE

HP has no parent company and is the ultimate parent company in its group of companies. Itssignificant subsidiaries are set out in the table in Exhibit II. Unless specified otherwise in thattable, all subsidiaries are wholly owned direct or indirect subsidiaries of the Company.

3. PLAN OF DISTRIBUTION AND ALLOTMENT

This section contains information in addition to the details of the SOP and SIP offers that areset out in the “Prospectus Summary”.

The SOP is open to employees of HP and its Participating Subsidiaries, who are on HP’spayroll and in HP’s human resources system of record (GHRMS) on or before March 31, forOffering Periods beginning on May 1 of a particular year, or September 30, for OfferingPeriods beginning on November 1 of a particular year. The employees to which offers will bemade under the SOP in Europe are resident in Austria, Belgium, Bulgaria, the CzechRepublic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy,Latvia, Lithuania, Luxembourg, the Netherlands, Norway, Poland, Portugal, Romania, theSlovak Republic, Spain, Sweden and the United Kingdom. The SOP is intended to remain inoperation until 2010.

Grants under the SIP in Europe will be made to select regular employees and directors whoare employees of HP and its subsidiaries resident in Austria, Belgium, Bulgaria, the CzechRepublic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy,Latvia, Lithuania, Luxembourg, the Netherlands, Norway, Poland, Portugal, Romania, theSlovak Republic, Spain, Sweden and the United Kingdom, at the discretion of the HR andCompensation Committee of the Board (“Committee”). The SIP is intended to remain inoperation until 2020.

HP is not aware of any director or major shareholder that intends to subscribe for CommonStock under the SOP and SIP or of any person that intends to subscribe for more than 5% ofthe Common Stock offered under the SOP and SIP.

The offer of Common Stock under the SOP and SIP:

(a) will not involve a clawback mechanism (other than in relation to grants of Options inBelgium, which are explained more fully below);

(b) will not allow for over allotments or scale back of pre-subscriptions (as these are notpossible under the SIP and SOP);

(c) will not incorporate a scheme for pre-determined special treatment for any groups ofemployees;

(d) will treat all employees’ subscriptions equally;

(e) will not involve a minimum allotment amount to individual employees;

36

(f) will be closed at the discretion of HP and is currently expected to continue until 2010with regard to the SOP and 2020 for the SIP; and

(g) will not allow employees to submit multiple subscriptions for Common Stock in anyparticular Offering Period.

In Belgium, grants of Options under the SIP are immediately vested, allowing Awardees toimmediately exercise these Options for the issue of Common Stock. If an Awardee hasexercised their Options and leaves the employment of HP prior to the fourth anniversary ofthe grant of those Options, then HP has a right to clawback the Common Stock issued inconnection with the exercise of those Options.

4. METHOD AND TIME LIMITS FOR PAYING-UP COMMON STOCK

SOP

When Common Stock is purchased under the SOP on a Purchase Date, the Common Stockwill be delivered to Participants approximately two weeks after the Purchase Date or as soonas administratively feasible.

Common Stock purchased pursuant to the SOP will be credited to a Participant’s individualbook entry account set up by BNY Mellon Shareowner Services (formerly known as MellonInvestor Services) (“BNY Mellon”). Common Stock will be held in this BNY Mellon accountuntil the Participant sells the Common Stock or requests a transfer of the Common Stock afterthe relevant tax holding period (being two years from the Entry Date in the relevant OfferingPeriod during which the Common Stock was acquired at a discount). After this time, theCommon Stock may be transferred to Computershare Investor Services LLC (HP’s registry)or a financial institution of the Participant’s choice and stock certificates may be issued.

Unless otherwise required by local law, HP will convert contributions from other currencies toUS dollars using the exchange rate reported on Reuters on the Purchase Date of theCommon Stock. Where required by local law, HP will use the exchange rate provided by thelocal bank used to remit contributions to the United States.

SIP

If the Committee awards an Awardee Options, the terms of the Options will be set out in anAward Agreement made available to that Awardee. Only upon exercise of the Option will anAwardee be issued Common Stock. The delivery of this Common Stock will depend on theterms and conditions of the SIP, Award Agreement and applicable laws and the exerciseinstructions received from the Option holder.

The award of RS will involve the issue of Common Stock at grant subject to certainrestrictions. The award of RSUs will involve the issue of HP Common Stock or cash once thevesting period relating to the RSUs expires. The delivery of this Common Stock or cash willdepend on the terms and conditions of the RSU and applicable laws.

Pursuant to the rules of the SIP, the amount of Common Stock to be awarded to Participantsis calculated by reference to its “fair market value”. “Fair market value” is the closing salesprice for Common Stock on the New York Stock Exchange.

5. ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES AND SENIORMANAGEMENT

The Board, which is elected annually by HP’s stockholders, oversees and provides policyguidance on the business and affairs of HP. It monitors overall corporate performance, theintegrity of HP’s controls and the effectiveness of its legal compliance programs. The Boardselects the Chairman of the Board (the “Chairman”) and the Chief Executive Officer (the

37

“CEO”), elects officers, designates which officers are executive officers for purposes ofSection 16 of the Securities Exchange Act of 1934, as amended, and oversees management.The Board also oversees HP’s strategic and business planning process. This is generally ayear-round process that includes a Board review of HP’s updated corporate strategic plan, itsbusiness plan, the next year’s capital expenditures budget, and key financial andsupplemental objectives. The Board also reviews and assesses risks facing HP andmanagement’s approach to addressing such risks. Directors are expected to attend Boardand applicable committee meetings and to review meeting materials posted on the Boardwebsite in advance of such meetings. Directors also are encouraged to attend HP’s annualmeetings of stockholders. The business address of the management is 3000 Hanover Street,Palo Alto, California, CA 94304, USA.

Some of the directors of HP have also been members of the administrative, management orsupervisory bodies or partners, at some time in the previous five years, of other companiesand partnerships. The table below shows those other directorships and partnerships andspecifies whether the relevant director of HP is still such a director or partner.

Name ofDirector

OtherDirectorships/Partnerships

Non-ProfitOrganisation Current

Andreessen Horowitz No Yes

Ning, Inc. No Yes

eBay Inc. No Yes

Facebook Inc. No Yes

Stanford Hospital and Clinics Yes Yes

Marc L.Andreessen

Kakai, Inc. No Yes

Verizon Communications, Inc. No No

ARAMARK Corporation No Yes

Warburg Pincus No Yes

Cellco Partnership No No

Stevens Institute ofTechnology

Yes Yes

Lower Manhattan DevelopmentCorporation

Yes Yes

NY Botanical Garden Yes Yes

Devas Multimedia Pvt. Ltd No Yes

LawrenceBabbio

Project Varsity, Inc. No Yes

Wallace Foundation Yes Yes

The Lawrence and SheriBabbio Foundation

Yes Yes

Integra Communications No Yes

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Name ofDirector

OtherDirectorships/Partnerships

Non-ProfitOrganisation Current

Nokia No No

Vivaio Oy No Yes

Sanoma Oyi No No

Sari Baldauf

F-Secure Corporation No Yes

Savonlinna Opera Festival Yes Yes

International Youth Foundation Yes Yes

Daimler AG No Yes

AP NIIRANEN OY No Yes

YIT Corporation No No

Capman Plc No Yes

Fortum Oyj No Yes

Finnish Cultural Foundation Yes Yes

Connected Day Oy No Yes

Rohm and Haas Company No No

Tyco International Ltd No Yes

Rajiv L. Gupta

The Vanguard Group, Inc. No Yes

New Mountain Capital No Yes

Affle Inc. No Yes

Eisenhower Fellowships Yes Yes

The Conference Board Yes Yes

John H.Hammergren

McKesson Corporation No Yes

Nadro, S.A. de C.V. (Mexico) No Yes

Verispan LLC No No

Mark V. Hurd NCR No No

News Corp. No Yes

Joel Z. Hyatt Current Media, LLC No Yes

FLAG Ventures No Yes

Morehouse College Yes No

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Name ofDirector

OtherDirectorships/Partnerships

Non-ProfitOrganisation Current

Brookings Institution Yes Yes

Sterna Technologies Ltd No Yes

VideoSurf Inc. No Yes

John R. Joyce Silver Lake Partners No No

Gartner, Inc. No No

Avago Technologies Limited No No

Intelsat, Ltd No Yes

Sabre Holdings Corporation No Yes

Serena Software, Inc. No No

Bertelsmann AG No No

Fairfield University Yes No

Council for the United Statesand Italy

Yes Yes

UnitedHealth Group No No

General Mills, Inc. No Yes

The Black & DeckerCorporation

No Yes

Robert L.Ryan

Citigroup Inc. No Yes

Cornell University Yes Yes

LucilleSalhany

JHMedia, Inc. No Yes

Echo Bridge Entertainment No Yes

ION Media Networks Inc No Yes

Emerson College Yes Yes

Epitome Systems No Yes

G. KennedyThompson

Aquilar Capital Partners LLC No Yes

Wachovia Corporation No No

Wachovia Preferred FundingCorporation

No No

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Name ofDirector

OtherDirectorships/Partnerships

Non-ProfitOrganisation Current

Carolinas Healthcare System No Yes

PGA Tour, Inc. No Yes

Foundation for the Carolinas Yes Yes

Morehead-Cain Foundation Yes Yes

Other than as set out in the table above and the “Prospectus Summary”, there are nopotential conflicts of interest involving members of HP’s administrative, management andsupervisory bodies and senior management and their private interests.

Within the period of five years preceding the date of this document, none of the directors ofHP:

(a) has any convictions in relation to fraudulent offences;

(b) has been a director or senior manager (who is relevant to establishing that acompany has the appropriate expertise and experience for the management of thatcompany) of any company at the time of any bankruptcy, receivership or liquidation ofsuch company; or

(c) has received any official public incrimination and/or sanction by any statutory orregulatory authorities (including designated professional bodies) or has beendisqualified by a court from acting as a member of the administrative, management orsupervisory bodies or a director of a company or from acting in the management orconduct of the affairs of a company.

6. BOARD PRACTICES

HP is incorporated in the State of Delaware in the United States and complies with thecorporate governance regime applicable under Delaware law and the securities regimeapplicable under United States federal law.

7. EMPLOYEES

HP had approximately 304,000 employees as of October 31, 2009, a number of which areemployed on a temporary basis.

8. MAJOR STOCKHOLDERS

Except as noted below, no holder of Common Stock is believed to own more than 5% of HP’sCommon Stock.

As of December 31, 2009 HP has the following stockholders holding more than 5% of HP’sCommon Stock:

BlackRock, Inc. of 40 East 52nd Street, New York, NY 10022 owned 149,051,919 shares ofHP Common Stock.

HP’s major stockholders do not have special voting rights.

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9. SIGNIFICANT CHANGE IN HP’S FINANCIAL OR TRADING POSITION

There has been no significant change in HP’s financial or trading position since January 31,2010, the end of the three month period to which HP’s Form 10-Q filed on March 11, 2010relates.

10. SHARE CAPITAL

As of February 28, 2010, there were a total of approximately 2,345,093,045 shares ofCommon Stock in issue. HP has no partly paid shares of Common Stock in issue and neitherHP nor any of its subsidiaries hold any Common Stock.

Under the SIP, HP can grant Options over up to 245,000,000 shares of Common Stock fromMarch 17, 2004 until March 16, 2020. The SIP was approved by stockholders on March 17,2004 and reapproved as amended and restated on March 17, 2010. Under the SOP, HP cangrant up to 175,000,000 shares of Common Stock from November 1, 2000 until November 1,2010. The SOP was approved by shareholders on February 29, 2000. Thus HP has theauthority to allot shares of Common Stock in accordance with the SOP and the SIP.

HP’s Common Stock (and the associated rights of HP’s stockholders) is created under acombination of the laws of the United States, the State of Delaware, HP’s Certificate ofIncorporation and HP’s Bylaws.

11. CERTIFICATE OF INCORPORATION AND BYLAWS

HP was incorporated on August 18, 1947 under the laws of the State of California as thesuccessor to a partnership founded in 1939 by William R. Hewlett and David Packard. In May1998, HP changed its state of incorporation from California to Delaware.

The corporate system of HP, in addition to being determined by the laws of the United Statesand the state of Delaware, is provided for by HP’s Certificate of Incorporation and by itsBylaws. A summary of these documents are set out below:

11.1 Corporate Purpose

The business or purpose of the Company set out at Article 3 of page 2 of the Certificate ofIncorporation is to engage in any lawful act or activity.

11.2 Share Capital

Class of Shares

The total number of shares of all classes which the Company shall have authority to issueshall be 9,900,000,000 which shall be divided into two classes, one to be designated“Common Stock” and to be constituted of 9,600,000,000 shares, each of a par value of $0.01,and a second class to be designated “Preferred Stock,” and to be constituted of 300,000,000shares.

Preferred Shares

The Board is authorised, subject to limitations prescribed by law and the provisions of ArticleIV of the Certificate of Incorporation, by resolution to provide for the issuance of the shares ofPreferred Stock in one or more series, and to establish from time to time the number ofshares to be included in each such series and to fix the designation, powers, privileges,preferences, and relative participating, optional or other rights, if any, of the shares of eachsuch series and the qualifications, limitations, or restrictions thereof.

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Prospective Rights

No holders of shares of the Company of any class, now or hereafter authorised, shall haveany preferential or pre-emptive rights to subscribe for, purchase or receive any shares of theCompany of any class, now or hereafter authorised, or any options or warrants for suchshares, or any rights to subscribe for, purchase or receive any securities convertible to orexchangeable for such shares, which may at any time be issued, sold or offered for sale bythe Company, except in the case of any shares of Preferred Stock to which such rights arespecifically granted by any resolutions of the Board adopted pursuant to Article IV of theCompany’s Certificate of Incorporation.

11.3 Stockholders’ Meetings

Place of Meetings

Meetings of the stockholders of the Company shall be held at any place within or outside thestate of Delaware which may be designated by the Board or by means of remotecommunication or in the absence of such designation, at the registered office as specified inaccordance with Article II of the Company’s Bylaws.

Time of Annual Meetings

The annual meeting of the stockholders shall be held each year on a date and at a timedesignated by the Board.

Special Meetings

Special meetings of the stockholders may be called by the Board or by the Chairman or theCEO or the company secretary with the concurrence of a majority of the Board. Anystockholder, officer or executor of a stockholder’s estate may call a special meeting ofstockholders where due to any cause there are no directors of HP in office. A special meetingof stockholders also shall be called by the Board upon written request to the secretary of oneor more record holders of shares of stock representing in the aggregate not less than 25% ofthe total number of shares of stock entitled to vote on the matter or matters to be broughtbefore the proposed special meeting, unless the Board has called or calls for an annualmeeting of stockholders to be held within 90 days and that annual meeting will include thebusiness specified in the request.

Notice of Meetings

Whenever stockholders are required or permitted to take any action at a meeting, a writtennotice of the meeting shall be given not less than 10 nor more than 60 days before the day ofthe meeting to each stockholders entitled to vote thereat. Such notice shall state the place, ifany, date and hour of the meeting and other matters specified in the Bylaws of the Company.

Quorum

The presence in person or by proxy of the persons entitled to vote the majority of the issuedand outstanding shares entitled to vote at any meeting shall constitute a quorum for thetransaction of business, except as otherwise provided by statute or by the Certificate ofIncorporation. If a quorum is present, the affirmative vote of the majority of sharesrepresented in person or by proxy at the meeting and entitled to vote on any matter shall bethe act of the stockholders, unless the vote of a different number of shares or voting byclasses is required by law, or the Certificate of Incorporation or the Bylaws.

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Voting Rights

Except as provided in the Bylaws or in the Certificate of Incorporation or in any statute, eachstockholder shall be entitled to one vote for each share of capital stock held by suchstockholder. Any holder of shares entitled to vote on any matter may vote part of the sharesin favour of the proposal and refrain from voting the remaining shares or, except when thematter is the elections of directors and plurality voting applies, may vote them against theproposal, but, if the stockholder fails to specify the number of shares such stockholder isvoting affirmatively, it will be conclusively presumed that the stockholder’s approving vote iswith respect to all shares such stockholder is entitled to vote.

Proxies

Every person entitled to vote for directors, or on any other matter shall have the right to do soeither in person or by one or more agents authorised by written proxy, and subject to furtherprovisions of the Bylaws.

11.4 Board of Directors

Exercise of Corporate Powers

Subject to the provisions of the laws of the State of Delaware and to any limitations in theCertificate of Incorporation or the Bylaws of the Company relating to action required to beapproved by the stockholders or by the outstanding shares, the business and affairs of theCompany shall be managed and all corporate powers shall be exercised by or under thedirection of the Board.

Number

The number of the Company’s directors shall be not less than eight nor more than seventeen.Within such limits the exact number of directors shall be eleven.

Election and Term of Office

At each annual meeting of stockholders, directors shall be elected to hold office until the nextannual meeting. The term of office of the directors shall begin immediately after their electionor appointment and shall continue until the expiration of the term for which they are electedand until their respective successors have been elected and qualified although a majority ofremaining directors, even if less than a quorum may elect to fill a vacancy, subject to otherprovisions of the Bylaws.

Removal

Any and all of the directors may be removed with or without cause by the holders of a majorityof the shares entitled to vote at an election of directors, subject to certain limitations set forthin the Bylaws.

Officers

The officers of the Company shall consist of a CEO, a chief financial officer, one or more vicepresidents, a secretary and one or more assistant secretaries who shall be elected by theBoard and such other officers, including but not limited to a president and a treasurer, as theBoard shall deem expedient, who shall be elected in such manner and hold their offices forsuch terms as the Board may prescribe. Any two of such offices may be held by the sameperson. The Board may designate one or more elected vice presidents as executive vicepresidents or senior vice presidents and the CEO may designate one or more elected vicepresidents as senior vice presidents. The Board may from time to time designate the CEO,president or any executive vice president as the chief operating officer of the Company.

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Committees of the Board

The Board may designate one or more committees, each consisting of one or more directors,to serve on behalf of the Board. The Board may designate one or more directors as alternatemembers of any committee, who may replace any absent member at any meeting of thecommittee. Any committee, to the extent provided in the resolution of the Board, shall have allthe authority of the Board except with respect to certain matters set forth in the Bylaws.

11.5 Varying Rights of Stockholders

Some of the rights of HP’s stockholders are contained in HP’s Bylaws. The Board and HP’sstockholders may amend these rights contained in the Bylaws and where HP’s stockholdersseek to amend these rights, the affirmative vote of sixty six and two thirds of the outstandingCommon Stock entitled to vote will be required.

11.6 Special Meetings of Stockholders

HP’s Bylaws also govern the holding of special meetings of stockholders. Such meetingsmay be called at any time by the following persons with the consent of the majority of theBoard: the Chairman, CEO or HP’s company secretary. Any stockholder, officer or executorof a stockholder’s estate may call a special meeting of stockholders where due to any causethere are no directors of HP in office. A special meeting of stockholders also shall be called bythe Board upon written request to the secretary of one or more record holders of shares ofstock representing in the aggregate not less than 25% of the total number of shares of stockentitled to vote on the matter or matters to be brought before the proposed special meeting,unless the Board has called or calls for an annual meeting of stockholders to be held within90 days and that annual meeting will include the business specified in the request.

12. THIRD PARTY INFORMATION AND DECLARATION OF ANY INTEREST

Ernst & Young LLP of 303 Almaden Boulevard, San Jose, California, 95110, USA haveissued: (i) reports dated December 17, 2009, with respect to the consolidated financialstatements and schedule of HP, and the effectiveness of internal control over financialreporting of HP, included in the Form 10-K 2009; (ii) a report dated December 15, 2008 withrespect to the consolidated financial statements and schedule of HP, included in the Form 10-K 2008; and (iii) a report dated December 14, 2007 with respect to the consolidated financialstatements and schedule of HP, included in the Form 10-K 2007.

Ernst & Young LLP is an independent registered public accounting firm, registered with thePublic Company Accounting Oversight Board (PCAOB) as established by theSarbanes-Oxley Act 2002.

13. WORKING CAPITAL

HP is of the opinion that, taking into account its bank facilities, the working capital available tothe HP group of companies is sufficient for its present requirements, that is, for at least thenext 12 months from the date of this document.

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14. CAPITALISATION AND INDEBTEDNESS

The capitalisation and indebtedness of HP is set forth below on an unaudited basis as atJanuary 31, 2010:

At January 31, 2010,in millions except par value of shares

Total($)

Secured($)

Unsecured($)

Short-term debt 1,862 9 1,853Long-term debt 14,009 13 13,996Total Indebtedness1 15,871 22 15,849Stockholders’ equity:

Preferred stock, $0.01 par value (authorised: 300shares; issued: none)Common stock, $0.01 par value (9,600 sharesauthorized; 2,349 and 2,365 shares issued andoutstanding, respectively) 23

Additional paid-in capital 14,158Retained earnings 30,391Accumulated other comprehensive loss (2,944)Total HP stockholders’ equity 41,628Noncontrolling interests 263Total stockholders’ equity 41,891Total debt and stockholders’ equity 57,7621 HP does not have any material guaranteed indebtedness as of January 31, 2010.

Since January 31, 2010, HP has made the following changes in the capitalisation andindebtedness:

Other than as disclosed herein, there has been no material change in the capitalisation andindebtedness of HP and its consolidated subsidiaries since January 31, 2010.

15. DILUTION

Up to 420,000,000 shares in Common Stock may be issued under the SOP and SIP. Thiscould have a dilutive effect on the existing holders of Common Stock of up to approximately18% (based on the approximate number of shares in Common Stock on issue as at February28, 2010). However, HP does maintain an ongoing programme to repurchase CommonStock to manage the dilution created by the issue of Common Stock under all the employeestock plans administered by HP and further information on this programme is disclosed in theForm 10-K 2009 that has been incorporated by reference.

16. INFORMATION CONCERNING COMPUTERSHARE

The shares of Common Stock can be in either registered or book entry form and will beadministered by Computershare Investor Services LLC, Shareholder Services, 2 NorthLaSalle Street, Chicago, Illinois, USA.

17. ADMISSION TO TRADING AND DEALING ARRANGEMENTS

Any Common Stock issued in connection with this prospectus will be registered with the SEC,will be traded principally on the NYSE and will have DTC number 428236-10-3 (being the USequivalent of an ISIN number). HP will not make an application to have Common Stockadmitted for trading on any market of the Luxembourg Stock Exchange or any other regulatedmarket of the EEA.

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18. EXPENSES AND PROCEEDS OF THE OFFER

The expenses incurred by HP in preparing this prospectus and in connection with the offer ofCommon Stock under the SOP and the SIP are estimated to be $360,000.

In theory, if employees worldwide took up their full entitlement to Common Stock to the fullextent authorised by HP, the total net proceeds from the issue of Common Stock pursuant tothe SIP and SOP would be up to $22,247 million based on the last trading price of CommonStock on the NYSE on March 29, 2010 less the estimated expenses of this offer. However, inreality HP does not expect to issue all the Common Stock it is authorised to issue under theSOP and SIP. The net proceeds from the issue of Common Stock over the life of the SOPand SIP will depend on the level of employee participation and the exercise of theCommittee’s discretion in granting awards.

19. UNITED STATES WITHHOLDING TAX

HP or the broker holding your Common Stock is required to deduct backup withholding tax ata rate of 30% on dividends for anyone who does not have a Form W-8BEN on file. HP or thebroker holding your Common Stock will deduct backup withholding at the rate determined bythe applicable tax treaty for those with a Form W-8BEN on file.

20. LEGAL AND ARBITRATION PROCEEDINGS

Except as disclosed in the documents incorporated by reference into this prospectus, therehave been no governmental, legal or arbitration proceedings commenced during the previous12 months which have had, or are expected to have, a material effect on HP’s financialcondition or results of operations.

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EXHIBIT I: SUMMARY OF TAX CONSIDERATIONS

Terms defined in the SOP and SIP have the same meanings in this exhibit unless the contextindicates otherwise.

AUSTRIA TAX CONSEQUENCES

The following is a general summary description of the tax consequences of your participationin the Hewlett-Packard Company Share Ownership Plan (the “SOP”) and the Amended andRestated Hewlett-Packard Company 2004 Stock Incentive Plan (the “SIP”).

This description is based on the tax and other laws concerning equity awards in effect in yourcountry as of March 2010. Such laws are often complex and change frequently. As a result,the information contained in this supplement may be out of date at the time you are grantedan award, acquire shares or sell shares you acquire under the SOP and or the SIP or receivedividends on such shares.

In addition, this description does not discuss all of the various laws, rules and regulations thatmay apply. It may not apply to your particular tax or financial situation, and Hewlett-PackardCompany (“HP”) is not in a position to assure you of any particular tax result. Accordingly,you are strongly advised to seek appropriate professional advice as to how the tax orother laws in your country apply to your specific situation. You are also advised toseek advice with respect to U.S. inheritance and/or estate taxes as you may be subjectto those with respect to shares acquired under the SOP or the SIP.

If you are a citizen or resident of another country, transfer employment after you are grantedan award, or are considered a resident of another country for local law purposes, theinformation contained in this description may not apply to you.

Note: The particular terms of the SOP or stock options or restricted stock or restricted stockunits or performance-based restricted units granted to you pursuant to the SIP are set forth inthe applicable plan and award agreement (the “Plan Documents”). If there is aninconsistency between the description below and the Plan Documents, the Plan Documentswill govern. As stated in the Plan Documents, the ability to participate in the SOP and/or theSIP is not a contract or a guarantee of continued employment. Employment is and always willbe on the basis provided for in your employment agreement, if any. The SOP and the SIP arenot part of your salary and will not be included in calculations of any severance payments thatmay be payable upon termination of employment.

THE SOP

Enrollment in the SOP

You are not subject to tax when you enroll in the SOP (or are offered the opportunity toparticipate in the SOP).

Purchase of Shares

When shares are purchased, you will be subject to income tax on the difference (or spread)between the fair market value of the shares on the date of purchase and the purchase price, ifany. You also will be subject to social insurance contributions on the spread to the extent youhave not already exceeded your applicable contribution ceiling. You may be entitled to a taxexemption of up to €1,460 per year if the benefit under the SOP is granted to all or certaingroups of employees, the acquired HP shares are deposited with an Austrian credit institution

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or a trustee appointed by the employer and employee representation and you do not disposeof the HP Shares prior to the fifth year following the year in which the HP Shares wereacquired.

Sale of Shares

When you subsequently sell the shares purchased under the SOP within 12 months afterpurchasing them and if the gain from the sale of the shares, and the sale of other moveableproperty within 12 months after their acquisition and the sale of real estate within 10 years(and in some cases, 15 years) after their acquisition exceeds a certain exempt amount, youwill be subject to tax on the difference between the sale price and the fair market value of theshares on the date of purchase. If you hold the shares for more than 12 months, you will notbe subject to tax when you subsequently sell the shares, provided you do not hold more than1% of HP’s common stock and have not held more than 1% of HP’s common stock during thelast five years.

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax on dividends that you receive, provided you exceed the tax exemption availablefor dividends and other forms of income not subject to wage tax withholding, even though thedividends paid on the shares held in your SOP account are automatically reinvested in HPstock. The dividends will be subject to income tax in Austria and to U.S. federal incomewithholding tax. You may be entitled to an Austrian tax credit for the U.S. withholding taxespaid, provided certain conditions are met.

Withholding and Reporting

According to Austrian tax authorities, your employer is obligated to withhold income tax whenshares are purchased for you under the SOP. It is your responsibility to pay and report anytaxes due when you sell shares acquired under the SOP and if dividends are paid.

Social Security

According to Austrian Social Security authorities, your employer is obliged to withhold socialsecurity employee contributions (to the extent that you have not exceeded your applicableceiling for social security contributions) when shares are purchased for you under the SOP.

Exchange Controls

If you hold shares obtained through the SOP outside of Austria (even if you hold them outsideof Austria with an Austrian bank), you must submit a report to the Austrian National Bankusing the form “Standmeldung/Wertpapiere”. An exemption applies if the value of the sharesas of any given quarter does not exceed €30,000,000, or as of December 31 does not exceed€5,000,000. If the former threshold is exceeded, quarterly obligations are imposed; if thelatter threshold is exceeded, annual reports must be given. The annual reporting date is as ofDecember 31; the deadline for filing the annual report is March 31 of the following year.

The report should be filed at the following postal address:

Österreichische NationalbankBüro für DevisenstatistikPostfach 611011 Wien

The forms can be obtained at the Austrian National Bank:

Österreichische Nationalbank

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Otto-Wagner-Platz 31090 WienTel: +43 1 404 20-0Fax: +43 1 404 20-94 00

When shares are sold there may be exchange control obligations if the cash received is heldoutside of Austria. If the transaction volume of your cash accounts abroad exceeds€3,000,000, the movements and balances of all accounts must be reported monthly, as of thelast day of the month, on or before the 15th day of the following month by filing the form“Meldungen SI-Forderungen und/oder SI-Verpflichtungen”.

Consumer Protection Notification

You are aware that you may be entitled to revoke your acceptance of this grant from HP (the“Agreement”) on the basis of the Austrian Consumer Protection Act according to the followingconditions:

(i) The revocation must be made within one week of the day you previouslyaccepted the Agreement.

(ii) The revocation must be in written form to be valid. It is sufficient if you returnthe Agreement to HP or HP’s representative with language that can beunderstood as your refusal to conclude or honor the Agreement. It issufficient if the revocation is sent within the period discussed above.

THE SIP (Stock Options, Restricted Stock Units and Performance-based RestrictedUnits)

OPTIONS:

Grant

You will not be subject to tax when the options are granted to you.

Vesting

You will not be subject to tax when your options vest.

Exercise

You will be subject to income tax on the difference (or spread) between the fair market valueof the shares on the date of exercise and the exercise price. You also will be subject to socialsecurity contributions on the spread (to the extent you have not already exceeded theapplicable contribution ceiling) when you exercise the option. You may be entitled to a taxexemption if you hold the shares for more than five years.

Sale of Shares

When you subsequently sell the shares purchased under the SIP within 12 months afterpurchasing them and if the gain from the sale of the shares, and the sale of other moveableproperty within 12 months after their acquisition and the sale of real estate within 10 years(and in some cases, 15 years) after their acquisition exceeds a certain exempt amount, youwill be subject to tax on the difference between the sale price and the fair market value of theshares on the date of purchase. If you hold the shares for more than 12 months, you will notbe subject to tax when you subsequently sell the shares, provided you do not hold more than1% of HP’s common stock and have not held more than 1% of HP’s common stock during thelast five years.

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Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax on dividends that you receive, provided you exceed the tax exemption availablefor dividends and other forms of income not subject to wage tax withholding. The dividendswill be subject to income tax in Austria and to U.S. federal income withholding tax. You maybe entitled to an Austrian tax credit for the U.S. withholding taxes paid, provided certainconditions are met.

Withholding and Reporting

According to Austrian tax authorities, your employer is obliged to withhold income tax whenoptions are exercised under the SIP. It is your responsibility to report and pay any taxes duewhen you sell shares required under the SIP and if dividends are paid.

Social Security

According to Austrian Social Security authorities, your employer is obliged to withhold socialsecurity employee contributions (to the extent that you have not exceeded your applicableceiling for social security contributions) when shares are purchased under the SIP.

Exchange Controls

If you hold shares obtained through the Plan outside of Austria (even if you hold them outsideof Austria with an Austrian bank), you must submit a report to the Austrian National Bankusing the form “Standmeldung/Wertpapiere”. An exemption applies if the value of the sharesas of any given quarter does not exceed €30,000,000, or as of December 31 does not exceed€5,000,000. If the former threshold is exceeded, quarterly obligations are imposed; if thelatter threshold is exceeded, annual reports must be given. The annual reporting date is as ofDecember 31; the deadline for filing the annual report is March 31 of the following year.

The report should be filed at the following postal address:

Österreichische NationalbankBüro für DevisenstatistikPostfach 611011 Wien

The forms can be obtained at the Austrian National Bank:

Österreichische NationalbankOtto-Wagner-Platz 31090 WienTel: +43 1 404 20-0Fax: +43 1 404 20-94 00

When shares are sold there may be exchange control obligations if the cash received is heldoutside of Austria. If the transaction volume of your cash accounts abroad exceeds€3,000,000, the movements and balances of all accounts must be reported monthly, as of thelast day of the month, on or before the fifteenth day of the following month by filing the form“Meldungen SI-Forderungen und/oder SI-Verpflichtungen”.

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Consumer Protection Notification

You are aware that you may be entitled to revoke your acceptance of this grant from HP (the“Agreement”) on the basis of the Austrian Consumer Protection Act according to the followingconditions:

(i) The revocation must be made within one week of the day you previouslyaccepted the Agreement.

(ii) The revocation must be in written form to be valid. It is sufficient if you returnthe Agreement to HP or HP’s representative with language that can beunderstood as your refusal to conclude or honor the Agreement. It issufficient if the revocation is sent within the period discussed above.

RESTRICTED STOCK UNITS:

Grant

You will not be subject to tax when the restricted stock units are granted to you.

Vesting

You will be subject to income tax and social insurance contributions (to the extent you havenot exceeded the applicable contributions ceiling) when the restricted stock units vest. Youwill be taxed on the fair market value of the shares paid to you on the date of vesting. Youmay be entitled to a tax exemption if you hold the shares for more than five years.

Any accumulated dividend equivalents which are released to you with the restricted stockunits at vesting will also be subject to tax.

Sale of Shares

You may be subject to capital gains tax if you subsequently sell the shares acquired under theSIP within 12 months of the date of vesting (“speculative sale”). If the total gain from the saleof the shares (and the sale of other moveable property) within 12 months after theiracquisition and the sale of real estate within 10 years (and in some cases 15 years) after theiracquisition exceeds a certain exempt amount, you will be subject to tax on the differencebetween the sale price and the fair market value of the shares on the date of vesting. If youhold the shares for more than 12 months from the date of vesting, you will not be subject totax when you subsequently sell the shares, provided you do not own 1% or more of HP’scommon stock.

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax on dividends that you receive, provided you exceed the tax exemption availablefor dividends and other forms of income not subject to wage tax withholding. The dividendswill be subject to income tax in Austria and to U.S. federal income withholding tax. You maybe entitled to an Austrian tax credit for the U.S. withholding taxes paid, provided certainconditions are met.

Withholding and Reporting

According to Austrian tax authorities, your employer is obliged to withhold income tax whenthe restricted stock units vest. It is your responsibility to pay and report any taxes due whenyou sell shares acquired under the SIP and if dividends are paid.

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Social Security

According to Austrian Social Security authorities, your employer is obliged to withhold socialsecurity employee contributions (to the extent that you have not exceeded your applicableceiling for social security contributions) at vesting on the fair market value of the sharesreleased on the date of vesting.

Exchange Controls

If you hold shares obtained through the SIP outside of Austria (even if you hold them outsideof Austria with an Austrian bank), you must submit a report to the Austrian National Bankusing the form “Standmeldung/Wertpapiere”. An exemption applies if the value of the sharesas of any given quarter does not exceed €30,000,000, or as of December 31 does not exceed€5,000,000. If the former threshold is exceeded, quarterly obligations are imposed, whereasif the latter threshold is exceeded, annual reports must be given. The annual reporting date isas of December 31; the deadline for filing the annual report is March 31 of the following year.

The report should be filed at the following postal address:

Österreichische NationalbankBüro für DevisenstatistikPostfach 611011 Wien

The forms can be obtained at the Austrian National Bank:

Österreichische NationalbankOtto-Wagner-Platz 31090 WienTel: +43 1 404 20-0Fax: +43 1 404 20-94 00

When shares are sold there may be exchange control obligations if the cash received is heldoutside of Austria. If the transaction volume of your cash accounts abroad exceeds€3,000,000, the movements and balances of all accounts must be reported monthly, as of thelast day of the month, on or before the 15th day of the following month by filing the form“Meldungen SI-Forderungen und/oder SI-Verpflichtungen”.

Consumer Protection Notification

You are aware that you may be entitled to revoke your acceptance of this grant from HP (the“Agreement”) on the basis of the Austrian Consumer Protection Act according to the followingconditions:

(i) The revocation must be made within one week of the day you previouslyaccepted the Agreement.

(ii) The revocation must be in written form to be valid. It is sufficient if you returnthe Agreement to HP or HP’s representative with language that can beunderstood as your refusal to conclude or honor the Agreement. It issufficient if the revocation is sent within the period discussed above.

PERFORMANCE-BASED RESTRICTED UNITS:

Grant

You will not be subject to tax when the performance-based restricted units are granted to you.

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Vesting

You will be subject to income tax and social insurance contributions (to the extent you havenot exceeded the applicable contributions ceiling) at the end of the performance period whenshares are released to you. You will be taxed on the fair market value of the shares on thedate of release. You may be entitled to a tax exemption if you hold the shares for more thanfive years.

Sale of Shares

You may be subject to capital gains tax if you subsequently sell the shares acquired under theSIP within 12 months of the release date (“speculative sale”). If the total gain from the sale ofthe shares (and the sale of other moveable property) within 12 months after their acquisitionand the sale of real estate within 10 years (and in some cases 15 years) after their acquisitionexceeds a certain exempt amount, you will be subject to tax on the difference between thesale price and the fair market value of the shares on the release date. If you hold the sharesfor more than 12 months from the date of issuance, you will not be subject to tax when yousubsequently sell the shares, provided you do not own 1% or more of HP’s common stock.

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax on dividends that you receive, provided you exceed the tax exemption availablefor dividends and other forms of income not subject to wage tax withholding. The dividendswill be subject to income tax in Austria and to U.S. federal income withholding tax. You maybe entitled to an Austrian tax credit for the U.S. withholding taxes paid, provided certainconditions are met.

Withholding and Reporting

According to Austrian tax authorities, your employer is obliged to withhold income tax whenthe performance-based restricted units vest. It is your responsibility to pay and report anytaxes due when you sell shares acquired under the SIP and if dividends are paid.

Social Security

According to Austrian Social Security authorities, your employer is obliged to withhold socialsecurity employee contributions (to the extent that you have not exceeded your applicableceiling for social security contributions) on the fair market value of the shares released to youon the date that the shares are released.

Exchange Controls

If you hold shares obtained through the SIP outside of Austria (even if you hold them outsideof Austria with an Austrian bank), you must submit a report to the Austrian National Bankusing the form “Standmeldung/Wertpapiere”. An exemption applies if the value of the sharesas of any given quarter does not exceed €30,000,000, or as of December 31 does not exceed€5,000,000. If the former threshold is exceeded, quarterly obligations are imposed; if thelatter threshold is exceeded, annual reports must be given. The annual reporting date is as ofDecember 31; the deadline for filing the annual report is March 31 of the following year.

The report should be filed at the following postal address:

Österreichische NationalbankBüro für DevisenstatistikPostfach 611011 Wien

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The forms can be obtained at the Austrian National Bank:

Österreichische NationalbankOtto-Wagner-Platz 31090 WienTel: +43 1 404 20-0Fax: +43 1 404 20-94 00

When shares are sold there may be exchange control obligations if the cash received is heldoutside of Austria. If the transaction volume of your cash accounts abroad exceeds€3,000,000, the movements and balances of all accounts must be reported monthly, as of thelast day of the month, on or before the 15th day of the following month by filing the form“Meldungen SI-Forderungen und/oder SI-Verpflichtungen”.

Consumer Protection Notification

You are aware that you may be entitled to revoke your acceptance of this grant from HP (the“Agreement”) on the basis of the Austrian Consumer Protection Act according to the followingconditions:

(i) The revocation must be made within one week of the day you previouslyaccepted the Agreement.

(ii) The revocation must be in written form to be valid. It is sufficient if you returnthe Agreement to HP or HP’s representative with language that can beunderstood as your refusal to conclude or honor the Agreement. It issufficient if the revocation is sent within the period discussed above.

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BELGIUM TAX CONSEQUENCES

The following is a general summary description of the tax consequences of your participationin the Hewlett-Packard Company Share Ownership Plan (the “SOP”) and the Amended andRestated Hewlett-Packard Company 2004 Stock Incentive Plan (the “SIP”).

This description is based on the tax and other laws concerning equity awards in effect in yourcountry as of March 2010. Such laws are often complex and change frequently. As a result,the information contained in this supplement may be out of date at the time you are grantedan award, acquire shares or sell shares you acquire under the SOP and/or the SIP or receivedividends on such shares.

In addition, this description does not discuss all of the various laws, rules and regulations thatmay apply. It may not apply to your particular tax or financial situation, and Hewlett-PackardCompany (“HP”) is not in a position to assure you of any particular tax result. Accordingly,you are strongly advised to seek appropriate professional advice as to how the tax orother laws in your country apply to your specific situation. You are also advised toseek advice with respect to U.S. inheritance and/or estate taxes as you may be subjectto those with respect to shares acquired under the SOP or the SIP.

If you are a citizen or resident of another country, transfer employment after you are grantedan award, or are considered a resident of another country for local law purposes, theinformation contained in this description may not apply to you.

Note: The particular terms of the SOP or stock options or restricted stock or restricted stockunits or performance-based restricted units granted to you pursuant to the SIP are set forth inthe applicable plan and award agreement (the “Plan Documents”). If there is aninconsistency between the description below and the Plan Documents, the Plan Documentswill govern. As stated in the Plan Documents, the ability to participate in the SOP and/or theSIP is not a contract or a guarantee of continued employment. Employment is and always willbe on the basis provided for in your employment agreement, if any. The SOP and the SIP arenot part of your salary and will not be included in calculations of any severance payments thatmay be payable upon termination of employment.

THE SOP

Enrollment in the SOP

You are not subject to tax when you enroll in the SOP (or are offered the opportunity toparticipate in the SOP).

Purchase of Shares

When shares are purchased, you will be subject to income tax on the difference (or discount)between the fair market value of the shares on the date of purchase and the purchase price.You will be subject to social insurance contributions on the discount at purchase.

The exemption of the discount from income tax up to a maximum of 16.67% (i.e., 20/120) ofthe stock price upon acquisition, available when shares are subject to a two-year lock-upperiod agreed between the parties, will generally not be applicable.

Sale of Shares

When you subsequently sell the shares that you purchased under the SOP, you will not besubject to capital gains tax.

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Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax on dividends that you receive, even though the dividends paid on the shares heldin your SOP account are automatically reinvested in HP stock. The dividends will be subjectto income tax in Belgium and to U.S. federal income withholding tax. The U.S. federal taxwithheld is deductible from the basis on which Belgium tax is calculated but cannot becredited against the Belgian tax.

Withholding and Reporting

Your employer reserves the right to withhold income tax, if it deems that withholding tax isdue, and to report the income (and the amount of withholding levied, if any) on your salaryslip. If your employer is not obliged to report the remuneration on your salary forms nor toimpose a withholding tax, you will be solely responsible for reporting the income in yourpersonal income tax return and for paying any taxes due upon purchase of the shares, thesale of the shares or the receipt of any dividends.

If you are a Belgian resident, you are required to report any security or bank account(including brokerage accounts) you maintain outside of Belgium on your annual tax return.

Social Security

Your employer reserves the right to withhold social insurance contributions on any discount atpurchase if it deems that withholding is due. If your employer is not obliged to withhold socialinsurance contributions, you will be solely responsible for paying any social insurancecontributions due upon purchase of the shares, the sale of shares or the receipt of anydividends.

THE SIP (Stock Options, Restricted Stock Units and Performance-based RestrictedUnits)

OPTIONS:

Since Options granted under the SIP cannot be accepted after the 60th day, the grant of aright to purchase a number of shares under the SIP is not taxable at exercise based onwhether you accept the offer of the options after the 60th day following the day on which theoptions were offered to you, pursuant to an answer of the Belgian Minister of Finance inParliament dated January 20, 2004, and an administrative regulation dated May 25, 2005.

Grant

If you accept the right to purchase a number of shares under the SIP in writing within 60 daysfollowing the day on which the options were offered to you, you will be subject to income taxat the regular progressive income tax rates at the point when the options are offered.

As a rule, the taxable amount is equal to 15% of the market value of the underlying shares onthe offer date (i.e., at the choice of HP the average closing price over the last 30 days prior tothe day on which the options were offered to you (the “Tax Value”)), to be increased by 1%per year or part of a year that the options remain exercisable after the fifth anniversary of thegrant date. For example, if the options expire on the eighth anniversary of the grant date(preceding the day on which the options were offered to you), the taxable benefit will be 18%(namely 15% + (3 x 1%)) of the Tax Value. If the exercise price is less than the fair marketvalue at the time of the offer (i.e., the share value has increased from the date of grant to thedate of offer), the difference is added to the taxable value of the options. If the exercise price

57

is greater than the fair market value at the time of offer, the difference does not reduce thetaxable value of the options.

It is possible to reduce the taxable amount by half, reducing it as a rule to 7.5% (plus 0.5%per additional year of exercise period after 5 years) of the Tax Value of the underlying sharesplus the positive difference, if any, between the Tax Value and the exercise price, if a numberof conditions are met, the most relevant of which is that the options are not exercisable beforethe end of the third calendar year following the calendar year when the options are offered.

Social insurance contributions may be due on the options at the time of the offer.

Vesting

You will not be subject to tax when the options vest.

Exercise

You will not be subject to tax when you exercise the options.

Sale of Shares

When you subsequently sell the shares acquired at exercise, you will not be subject to capitalgains tax.

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax on dividends that you receive. The dividends will be subject to income tax inBelgium and to U.S. federal income withholding tax. The U.S. federal tax withheld isdeductible from the basis on which Belgium tax is calculated but cannot be credited againstthe Belgian tax.

Withholding and Reporting

Your employer reserves the right to withhold income tax, if it deems that withholding tax isdue, and to report the income (and the amount of withholding levied, if any) on your salaryslip. If your employer is not obliged to report the remuneration on your salary forms nor toimpose a withholding tax, you will be solely responsible for reporting the income in yourpersonal income tax return and for paying any taxes due upon grant of the options, purchaseof the shares, the sale of the shares or the receipt of any dividends.

If you are a Belgian resident, you are required to report any security or bank account(including brokerage accounts) you maintain outside of Belgium on your annual tax return.

Social Security

Your employer reserves the right to withhold social insurance contributions, if it deems thatwithholding is due. If your employer is not obliged to withhold social insurance contributions,you will be solely responsible for paying any social insurance contributions due upon the grantor exercise of options, the sale of the shares or the receipt of any dividends.

RESTRICTED STOCK UNITS:

Grant

You will not be subject to tax when the restricted stock units are granted to you.

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Vesting

You will be subject to income tax and social insurance contributions when the restricted stockunits vest. You will be taxed on the fair market value of the shares paid to you on the date ofvesting. Social insurance contributions will be due on the fair market value of the shares atvesting.

Any dividend equivalents which are released to you with the restricted stock units at vestingwill be subject to tax.

Sale of Shares

When you subsequently sell the shares acquired at vesting, you will not be subject to capitalgains tax.

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax on dividends that you receive. The dividends will be subject to income tax inBelgium and to U.S. federal income withholding tax. The U.S. federal tax withheld isdeductible from the basis on which Belgium tax is calculated but cannot be credited againstthe Belgian tax.

Withholding and Reporting

Your employer reserves the right to withhold income tax, if it deems that withholding tax isdue, and to report the income (and the amount of withholding levied, if any) on your salaryslips. If your employer is not obliged to report the remuneration on your salary forms, nor toimpose a withholding tax, you will be solely responsible for reporting the income in yourpersonal income tax return and for paying any taxes.

If you are a Belgian resident, you are required to report any security or bank account(including brokerage accounts) you maintain outside of Belgium on your annual tax return.

Social Security

Your employer reserves the right to withhold social insurance contributions on the fair marketvalue of the shares at vesting if it deems that withholding is due. If your employer is notobliged to withhold social insurance contributions, you will be solely responsible for payingany social insurance contributions due upon the vesting of the restricted stock units, the saleof the shares or the receipt of any dividends.

PERFORMANCE-BASED RESTRICTED UNITS:

Grant

You will not be subject to tax when the performance-based restricted units are granted to you.

Vesting

You will be subject to income tax and social insurance contributions at the end of theperformance period when shares are released to you. You will be taxed on the fair marketvalue of the shares on the release date. Social insurance contributions will be due on the fairmarket value of the shares on the release date.

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Sale of Shares

When you subsequently sell the shares acquired pursuant to the performance-basedrestricted units, you will not be subject to capital gains tax.

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax on dividends that you receive. The dividends will be subject to income tax inBelgium and to U.S. federal income withholding tax. The U.S. federal tax withheld isdeductible from the basis on which Belgium tax is calculated but cannot be credited againstthe Belgian tax.

Withholding and Reporting

Your employer reserves the right to withhold income tax, if it deems that withholding tax isdue, and to report the income (and the amount of withholding levied, if any) on your salaryslips. If your employer is not obliged to report the remuneration on your salary forms, nor toimpose a withholding tax, you will be solely responsible for reporting the income in yourpersonal income tax return and for paying any taxes.

If you are a Belgian resident, you are required to report any security or bank account(including brokerage accounts) you maintain outside of Belgium on your annual tax return.

Social Security

Your employer reserves the right to withhold social insurance contributions on the fair marketvalue of the shares on the release date if it deems that withholding is due. If your employer isnot obliged to withhold social insurance contributions, you will be solely responsible for payingany social insurance contributions due upon the release of shares to you, the sale of theshares or the receipt of any dividends.

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BULGARIA TAX CONSEQUENCES

The following is a general summary description of the tax consequences of your participationin the Hewlett-Packard Company Share Ownership Plan (the “SOP”) and the Amended andRestated Hewlett-Packard Company 2004 Stock Incentive Plan (the “SIP”).

This description is based on the tax and other laws concerning equity awards in effect in yourcountry as of March 2010. Such laws are often complex and change frequently. As a result,the information contained in this supplement may be out of date at the time you are grantedan award, acquire shares or sell shares you acquire under the SOP and/or the SIP or receivedividends on such shares.

In addition, this description does not discuss all of the various laws, rules and regulations thatmay apply. It may not apply to your particular tax or financial situation, and Hewlett-PackardCompany (“HP”) is not in a position to assure you of any particular tax result. Accordingly,you are strongly advised to seek appropriate professional advice as to how the tax orother laws in your country apply to your specific situation. You are also advised toseek advice with respect to U.S. inheritance and/or estate taxes as you may be subjectto those with respect to shares acquired under the SOP or the SIP.

If you are a citizen or resident of another country, transfer employment after you are grantedan award, or are considered a resident of another country for local law purposes, theinformation contained in this description may not apply to you.

Note: The particular terms of the SOP or stock options or restricted stock or restricted stockunits or performance-based restricted units granted to you pursuant to the SIP are set forth inthe applicable plan and award agreement (the “Plan Documents”). If there is aninconsistency between the description below and the Plan Documents, the Plan Documentswill govern. As stated in the Plan Documents, the ability to participate in the SOP and/or theSIP is not a contract or a guarantee of continued employment. Employment is and always willbe on the basis provided for in your employment agreement, if any. The SOP and the SIP arenot part of your salary and will not be included in calculations of any severance payments thatmay be payable upon termination of employment.

THE SOP

Enrollment in the SOP

You are not subject to tax when you enroll in the SOP (or are offered the opportunity toparticipate in the SOP).

Purchase of Shares

When shares are purchased, you will be subject to income tax on the difference (or spread)between the fair market value of the shares on the date of purchase and the purchase price.You also will be subject to social insurance contributions on the spread.

Sale of Shares

When you subsequently sell the shares that you purchased under the SOP, any gain (i.e., thedifference between the sale price and the fair market value of the shares at the time ofpurchase) will be subject to tax.

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Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax on dividends that you receive, even though the dividends paid on the shares heldin your SOP account are automatically reinvested in HP stock. The dividends will be subjectto income tax in Bulgaria and to U.S. federal income withholding tax. You may be entitled toa Bulgarian tax credit for the U.S. withholding taxes paid, provided certain conditions are met.

Withholding and Reporting

Your employer will withhold and report income tax when shares are purchased for you underthe SOP. It is your responsibility to pay and report any taxes due when you sell sharesacquired under the SOP and if dividends are paid.

Social Security

Your employer will withhold social insurance contributions when shares are purchased for youunder the SOP.

Exchange Controls

If you receive any payment in Bulgaria related to the SOP and the respective amount exceedsBGN 25,000, you should fill-in and submit to the respective local bank a specific statisticalform regarding the source of the income within 30 days as of receipt of a notice by such bankthat the amount is in your bank account.

You should contact your local bank in Bulgaria for additional information about the aboverequirement

THE SIP (Stock Options, Restricted Stock Units and Performance-based RestrictedUnits)

OPTIONS:

Grant

You will not be subject to tax when the options are granted to you.

Vesting

You will not be subject to tax when your options vest.

Exercise

When you exercise your options, you will be subject to income tax on the difference (orspread) between the fair market value of the shares on the date of exercise and the exerciseprice. You also will be subject to social insurance contributions on the spread.

Sale of Shares

When you subsequently sell the shares that you acquire under the SIP, any gain (i.e., thedifference between the sale price and the fair market value of the shares at the time ofexercise) will be subject to tax.

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Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax on dividends that you receive. The dividends will be subject to income tax inBulgaria and to U.S. federal income withholding tax. You may be entitled to a Bulgarian taxcredit for the U.S. withholding taxes paid, provided certain conditions are met.

Withholding and Reporting

Your employer will withhold and report income tax when you exercise your options. It is yourresponsibility to pay and report any taxes due when you sell shares acquired under the SIPand if dividends are paid.

Social Security

Your employer will withhold social insurance contributions on the spread when you exerciseyour options.

Exchange Controls

You may transfer funds outside of Bulgaria for the purchase of shares without restriction;however, you must declare the grounds for the transfer to the bank making the transfer. If thetransferred amount exceeds BGN25,000, you will have to complete a standard form statisticaldeclaration and deliver it to the bank.

RESTRICTED STOCK UNITS:

Grant

You will not be subject to tax when the restricted stock units are granted to you.

Vesting

You will be subject to income tax and social insurance contributions when the restricted stockunits vest. You will be taxed on the fair market value of the shares paid to you on the date ofvesting.

Any accumulated dividend equivalents which are released to you with the restricted stockunits at vesting will also be subject to tax.

Sale of Shares

When you subsequently sell the shares that you acquire under the SIP, any gain (i.e., thedifference between the sale price and the fair market value of the shares at the time ofvesting) will be subject to tax.

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax on dividends that you receive. The dividends will be subject to income tax inBulgaria and to U.S. federal income withholding tax. You may be entitled to a Bulgarian taxcredit for the U.S. withholding taxes paid, provided certain conditions are met.

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Withholding and Reporting

Your employer will withhold and report income tax when you vest in the restricted stock units.It is your responsibility to pay and report any taxes due when you sell shares acquired underthe SIP and if dividends are paid.

Social Security

Your employer will withhold social insurance contributions at vesting on the fair market valueof the shares released on the date of vesting.

Exchange Controls

If you receive any payment in Bulgaria related to the SIP and the respective amount exceedsBGN 25,000, you should fill-in and submit to the respective local bank a specific statisticalform regarding the source of the income within 30 days as of receipt of a notice by such bankthat the amount is in your bank account.

You should contact your local bank in Bulgaria for additional information about the aboverequirement.

PERFORMANCE-BASED RESTRICTED UNITS:

Grant

You will not be subject to tax when the performance-based restricted units are granted to you.

Vesting

You will be subject to income tax and social insurance contributions at the end of theperformance period when shares are released to you. You will be taxed on the fair marketvalue of the shares on the release date.

Sale of Shares

When you subsequently sell the shares that you acquire under the SIP, any gain (i.e., thedifference between the sale price and the fair market value of the shares on the release date)will be subject to tax.

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax on dividends that you receive. The dividends will be subject to income tax inBulgaria and to U.S. federal income withholding tax. You may be entitled to a Bulgarian taxcredit for the U.S. withholding taxes paid, provided certain conditions are met.

Withholding and Reporting

Your employer will withhold and report income tax when shares are released to you pursuantto the performance-based restricted units. It is your responsibility to pay and report any taxesdue when you sell shares acquired under the SIP and if dividends are paid.

Social Security

Your employer will withhold social insurance contributions on the fair market value of theshares released on the release date.

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Exchange Controls

If you receive any payment in Bulgaria related to the SIP and the respective amount exceedsBGN 25,000, you should fill-in and submit to the respective local bank a specific statisticalform regarding the source of the income within 30 days as of receipt of a notice by such bankthat the amount is in your bank account.

You should contact your local bank in Bulgaria for additional information about the aboverequirement.

65

CZECH REPUBLIC TAX CONSEQUENCES

The following is a general summary description of the tax consequences of your participationin the Hewlett-Packard Company Share Ownership Plan (the “SOP”) and the Amended andRestated Hewlett-Packard Company 2004 Stock Incentive Plan (the “SIP”).

This description is based on the tax and other laws concerning equity awards in effect in yourcountry as of March 2010. Such laws are often complex and change frequently. As a result,the information contained in this supplement may be out of date at the time you are grantedan award, acquire shares or sell shares you acquire under the SOP and/or the SIP or receivedividends on such shares.

In addition, this description does not discuss all of the various laws, rules and regulations thatmay apply. It may not apply to your particular tax or financial situation, and Hewlett-PackardCompany (“HP”) is not in a position to assure you of any particular tax result. Accordingly,you are strongly advised to seek appropriate professional advice as to how the tax orother laws in your country apply to your specific situation. You are also advised toseek advice with respect to U.S. inheritance and/or estate taxes as you may be subjectto those with respect to shares acquired under the SOP or the SIP.

If you are a citizen or resident of another country, transfer employment after you are grantedan award, or are considered a resident of another country for local law purposes, theinformation contained in this description may not apply to you.

Note: The particular terms of the SOP or stock options or restricted stock or restricted stockunits or performance-based restricted units granted to you pursuant to the SIP are set forth inthe applicable plan and award agreement (the “Plan Documents”). If there is aninconsistency between the description below and the Plan Documents, the Plan Documentswill govern. As stated in the Plan Documents, the ability to participate in the SOP and/or theSIP is not a contract or a guarantee of continued employment. Employment is and always willbe on the basis provided for in your employment agreement, if any. The SOP and the SIP arenot part of your salary and will not be included in calculations of any severance payments thatmay be payable upon termination of employment.

THE SOP

Enrollment in the SOP

You are not subject to tax when you enroll in the SOP (or are offered the opportunity toparticipate in the SOP), unless a statutory valuator determines a non-zero value of thegranted right.

Purchase of Shares

When shares are purchased, you will be subject to income tax on the difference (or spread)between the fair market value of the shares on the date of purchase and the purchase price.You likely will not be subject to social insurance contributions on the spread.

Sale of Shares

When you subsequently sell the shares that you purchased under the SOP, any gain will notbe subject to tax, provided that you hold the shares for more than six months. If you hold theshares for six months or less, you will be taxed on the difference between the sale price of theshares and the fair market value of the shares on the purchase date, although there is a riskthat the tax authorities may consider that tax should apply on the difference between the sale

66

price of the shares and the purchase price (creating a potential double tax issue). Thus, youshould contact your personal tax advisor for additional details before selling any shares.

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax on dividends that you receive, even though the dividends paid on the shares heldin your SOP account are automatically reinvested in HP stock. The dividends will be subjectto income tax in the Czech Republic and to U.S. federal income withholding tax. You may beentitled to a Czech tax credit for the U.S. withholding taxes paid, provided certain conditionsare met.

Withholding and Reporting

Your employer will withhold and report income tax when shares are purchased for you underthe SOP. It is your responsibility to report in your annual tax return and pay taxes resultingfrom the purchase of shares, the subsequent sale of shares and the receipt of any dividends.

Social Security

Your employer will withhold social insurance when shares are purchased for you under theSOP.

THE SIP (Stock Options, Restricted Stock Units and Performance-based RestrictedUnits)

OPTIONS:

Grant

You will not be subject to tax when the options are granted to you, unless a statutory valuatordetermines a non-zero value of the options.

Vesting

You will not be subject to tax when your options vest.

Exercise

When you exercise your options, you will be subject to income tax on the difference (orspread) between the fair market value of the shares on the date of exercise and the exerciseprice. You likely will not be subject to social insurance contributions on the spread.

Sale of Shares

When you subsequently sell the shares that you acquired under the SIP, any gain will not besubject to tax, provided that you hold the shares for more than six months. If you hold theshares for six months or less, you will be taxed on the difference between the sale price of theshares and the exercise price (reduced by the amount that was subject to taxation at the dateof exercise).

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax on dividends that you receive. The dividends will be subject to income tax in the

67

Czech Republic and to U.S. federal income withholding tax. You may be entitled to a Czechtax credit for the U.S. withholding taxes paid, provided certain conditions are met.

Withholding and Reporting

Your employer will withhold and report income tax when the options are exercised. It is yourresponsibility to report in your annual tax return and pay taxes resulting from the exercise ofthe options, the subsequent sale of shares and the receipt of any dividends.

Social Security

Your employer will withhold social insurance contributions when options are exercised underthe SIP.

RESTRICTED STOCK UNITS:

Grant

You will not be subject to tax when the restricted stock units are granted to you, unless astatutory valuator determines a non-zero value of the restricted stock units.

Vesting

You will be subject to income tax when the restricted stock units vest. You will be taxed on thefair market value of the shares paid to you on the date of vesting. You likely will not be subjectto social insurance contributions on the spread.

Any accumulated dividend equivalents which are released to you with the restricted stockunits at vesting will also be subject to tax.

Sale of Shares

When you subsequently sell the shares that you acquired under the SIP, any gain will not besubject to tax, provided that you hold the shares for more than six months. If you hold theshares for six months or less, you will be taxed on the difference between the sale price of theshares and the purchase price (reduced by the amount that was subject to taxation at thedate of purchase).

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax on dividends that you receive. The dividends will be subject to income tax in theCzech Republic and to U.S. federal income withholding tax. You may be entitled to a Czechtax credit for the U.S. withholding taxes paid, provided certain conditions are met.

Withholding and Reporting

Your employer will withhold and report income tax when the restricted stock units vest. It isyour responsibility to report in your annual tax return and pay taxes resulting from the vestingof the restricted stock units, the subsequent sale of shares and the receipt of any dividends.

Social Security

Your employer will withhold social insurance contributions when your restricted stock unitsvest.

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PERFORMANCE-BASED RESTRICTED UNITS:

Grant

You will not be subject to tax when the performance-based restricted units are granted to you,unless a statutory valuator determines a non-zero value of the performance-based restrictedunits.

Vesting

You will be subject to income tax at the end of the performance period when shares arereleased to you. You will be taxed on the fair market value of the shares on the release date.You likely will not be subject to social insurance contributions.

Sale of Shares

When you subsequently sell the shares that you acquired under the SIP, any gain will not besubject to tax, provided that you hold the shares for more than six months. If you hold theshares for six months or less, you will be taxed on the difference between the sale price of theshares and the purchase price, if any, (reduced by the amount that was subject to taxation atthe release date).

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax on dividends that you receive. The dividends will be subject to income tax in theCzech Republic and to U.S. federal income withholding tax. You may be entitled to a Czechtax credit for the U.S. withholding taxes paid, provided certain conditions are met.

Withholding and Reporting

Your employer will withhold and report income tax when the shares are released to you. It isyour responsibility to report in your annual tax return and pay taxes resulting from theacquisition of shares pursuant to the performance-based restricted units, the subsequent saleof shares and the receipt of any dividends.

Social Security

Your employer will withhold social insurance contributions when the shares are released toyou.

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DENMARK TAX CONSEQUENCES

The following is a general summary description of the tax consequences of your participationin the Hewlett-Packard Company Share Ownership Plan (the “SOP”) and the Amended andRestated Hewlett-Packard Company 2004 Stock Incentive Plan (the “SIP”).

This description is based on the tax and other laws concerning equity awards in effect in yourcountry as of March 2010. Such laws are often complex and change frequently. As a result,the information contained in this supplement may be out of date at the time you are grantedan award, acquire shares or sell shares you acquire under the SOP and/or the SIP or receivedividends on such shares.

In addition, this description does not discuss all of the various laws, rules and regulations thatmay apply. It may not apply to your particular tax or financial situation, and Hewlett-PackardCompany (“HP”) is not in a position to assure you of any particular tax result. Accordingly,you are strongly advised to seek appropriate professional advice as to how the tax orother laws in your country apply to your specific situation. You are also advised toseek advice with respect to U.S. inheritance and/or estate taxes as you may be subjectto those with respect to shares acquired under the SOP or the SIP.

If you are a citizen or resident of another country, transfer employment after you are grantedan award, or are considered a resident of another country for local law purposes, theinformation contained in this description may not apply to you.

Note: The particular terms of the SOP or stock options or restricted stock or restricted stockunits or performance-based restricted units granted to you pursuant to the SIP are set forth inthe applicable plan and award agreement (the “Plan Documents”). If there is aninconsistency between the description below and the Plan Documents, the Plan Documentswill govern. As stated in the Plan Documents, the ability to participate in the SOP and/or theSIP is not a contract or a guarantee of continued employment. Employment is and always willbe on the basis provided for in your employment agreement, if any. The SOP and the SIP arenot part of your salary and will not be included in calculations of any severance payments thatmay be payable upon termination of employment.

THE SOP

Enrollment in the SOP

You are not subject to tax when you enroll in the SOP (or are offered the opportunity toparticipate in the SOP).

Purchase of Shares

When shares are purchased, you will be subject to income tax on the difference (or spread)between the fair market value of the shares on the date of purchase and the purchase price.You also will be subject to social insurance contributions on the spread.

Sale of Shares

When you subsequently sell the shares that you purchased under the SOP, any capital gain(i.e., the difference between the sale price and the fair market value of the shares at the timeof purchase) will be subject to capital gains tax.

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Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax on dividends that you receive, even though the dividends paid on the shares heldin your SOP account are automatically reinvested in HP stock. The dividends will be subjectto tax in Denmark as share income. However, dividends will be subject to U.S. federal incomewithholding tax. You may be entitled to a Danish tax credit for the U.S. withholding taxespaid, provided certain conditions are met.

Withholding and Reporting

Your employer is not required to withhold income tax or social insurance contributions whenshares are purchased for you under the SOP or when shares are sold. However, youremployer will report the taxable amount at purchase to the Danish tax administration. It isyour responsibility to pay any taxes (including social insurance contributions) resulting fromthe purchase and the sale of the shares, and/or the receipt of any dividends.

Social Security

Your employer will not withhold social insurance contributions when shares are purchased foryou under the SOP.

Exchange Controls

You may hold shares acquired under the SOP in a safety-deposit account (i.e., a brokerageaccount) with either a Danish bank or with an approved foreign broker or bank. If the sharesare held with a foreign broker or bank, you are required to inform the Danish TaxAdministration about the safety-deposit account. For this purpose, you must file a Form V(Erklæring V) with the Danish Tax Administration. Both you and the broker or bank must signthe Form V. By signing the Form V, the broker or bank undertakes an obligation, withoutfurther request each year, to forward information to the Danish Tax Administration concerningthe shares in the account. By signing the Form V, you authorize the Danish TaxAdministration to examine the account. Form V can be found at the following website:www.skat.dk.

In addition, if you open a brokerage account (or a deposit account with a U.S. bank), thebrokerage account likely will be treated as a deposit account because cash can be held in theaccount. Therefore, you likely must also file a Form K (Erklæring K) with the Danish TaxAdministration. Both you and the broker must sign the Form K. By signing the Form K, thebroker undertakes an obligation, without further request each year, to forward information tothe Danish Tax Administration concerning the content of the deposit account. By signing theForm K, you authorize the Danish Tax Administration to examine the account. Form K can befound at the following website: www.skat.dk.

THE SIP (Stock Options, Restricted Stock Units and Performance-based RestrictedUnits)

OPTIONS:

Grant

You will not be subject to tax when the options are granted to you.

Vesting

You will not be subject to tax when your options vest.

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Exercise

When you exercise your options, you will be subject to income tax on the difference (orspread) between the fair market value of the shares on the date of exercise and the exerciseprice. You also will be subject to social insurance contributions on the spread.

Sale of Shares

When you subsequently sell the shares that you acquire under the SIP, any capital gain (i.e.,the difference between the sale price and the fair market value of the shares at the time ofpurchase) will be subject to capital gains tax.

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax on dividends that you receive, even though the dividends paid on the shares heldin your SOP account are automatically reinvested in HP stock. The dividends will be subjectto tax in Denmark as share income. However, dividends will be subject to U.S. federal incomewithholding tax. You may be entitled to a Danish tax credit for the U.S. withholding taxespaid, provided certain conditions are met.

Withholding and Reporting

Your employer is not required to withhold income tax or social insurance contributions whenyou exercise your options or when shares are sold. However, your employer will report thetaxable amount at exercise to the Danish tax administration. It is your responsibility to payand report any taxes (including social insurance contributions) resulting from the exercise ofyour options, the sale of the shares and the receipt of any dividends.

Social Security

Your employer will not withhold social insurance when the options are exercised.

Exchange Controls

You may hold shares acquired under the SIP in a safety-deposit account (i.e., a brokerageaccount) with either a Danish bank or with an approved foreign broker or bank. If the sharesare held with a foreign broker or bank, you are required to inform the Danish TaxAdministration about the safety-deposit account. For this purpose, you must file a Form V(Erklæring V) with the Danish Tax Administration. Both you and the broker or bank must signthe Form V. By signing the Form V, the broker or bank undertakes an obligation, withoutfurther request each year, to forward information to the Danish Tax Administration concerningthe shares in the account. By signing the Form V, you authorize the Danish TaxAdministration to examine the account. Form V can be found at the following website:www.skat.dk.

In addition, if you open a brokerage account (or a deposit account with a U.S. bank), thebrokerage account likely will be treated as a deposit account because cash can be held in theaccount. Therefore, you likely must also file a Form K (Erklæring K) with the Danish TaxAdministration. Both you and the broker must sign the Form K. By signing the Form K, thebroker undertakes an obligation, without further request each year, to forward information tothe Danish Tax Administration concerning the content of the deposit account. By signing theForm K, you authorize the Danish Tax Administration to examine the account. Form K can befound at the following website: www.skat.dk.

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RESTRICTED STOCK UNITS:

Grant

You will not be subject to tax when the restricted stock units are granted to you.

Vesting

You will be subject to income tax on the fair market value of the shares paid to you on thedate of vesting. You also will be subject to social insurance contributions when the restrictedstock units vest.

Any accumulated dividend equivalents which are released to you with the restricted stockunits at vesting will also be subject to tax.

Sale of Shares

When you subsequently sell the shares that you acquire under the SIP, any capital gain (i.e.,the difference between the sale price and the fair market value of the shares at the time ofvesting) will be subject to capital gains tax.

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax on dividends that you receive, even though the dividends paid on the shares heldin your SOP account are automatically reinvested in HP stock. The dividends will be subjectto tax in Denmark as share income. However, dividends will be subject to U.S. federal incomewithholding tax. You may be entitled to a Danish tax credit for the U.S. withholding taxespaid, provided certain conditions are met.

Withholding and Reporting

Your employer is not required to withhold income tax or social insurance contributions whenyou vest in the restricted stock units or when shares are sold. However, your employer willreport the taxable amount at vesting to the Danish tax administration. It is your responsibilityto pay and report any taxes (including social insurance contributions) resulting from thevesting of the restricted stock units, the sale of the shares and the receipt of any dividends.

Social Security

Your employer will not withhold social insurance contributions on the date of vesting.

Exchange Controls

You may hold shares acquired under the SIP in a safety-deposit account (i.e., a brokerageaccount) with either a Danish bank or with an approved foreign broker or bank. If the sharesare held with a foreign broker or bank, you are required to inform the Danish TaxAdministration about the safety-deposit account. For this purpose, you must file a Form V(Erklæring V) with the Danish Tax Administration. Both you and the broker or bank must signthe Form V. By signing the Form V, the broker or bank undertakes an obligation, withoutfurther request each year, to forward information to the Danish Tax Administration concerningthe shares in the account. By signing the Form V, you authorize the Danish TaxAdministration to examine the account. Form V can be found at the following website:www.skat.dk.

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In addition, if you open a brokerage account (or a deposit account with a U.S. bank), thebrokerage account likely will be treated as a deposit account because cash can be held in theaccount. Therefore, you likely must also file a Form K (Erklæring K) with the Danish TaxAdministration. Both you and the broker must sign the Form K. By signing the Form K, thebroker undertakes an obligation, without further request each year, to forward information tothe Danish Tax Administration concerning the content of the deposit account. By signing theForm K, you authorize the Danish Tax Administration to examine the account. Form K can befound at the following website: www.skat.dk.

PERFORMANCE-BASED RESTRICTED UNITS:

Grant

You will not be subject to tax when the performance-based restricted units are granted to you.

Vesting

You will be subject to income tax at the end of the performance period when shares arereleased to you. You will be taxed on the fair market value of the shares on the release date.You also will be subject to social insurance contributions when the shares are released toyou.

Sale of Shares

When you subsequently sell the shares that you acquire under the SIP, any capital gain (i.e.,the difference between the sale price and the fair market value of the shares at the time ofvesting) will be subject to capital gains tax.

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax on dividends that you receive, even though the dividends paid on the shares heldin your SOP account are automatically reinvested in HP stock. The dividends will be subjectto tax in Denmark as share income. However, dividends will be subject to U.S. federal incomewithholding tax. You may be entitled to a Danish tax credit for the U.S. withholding taxespaid, provided certain conditions are met.

Withholding and Reporting

Your employer is not required to withhold income tax or social insurance contributions whenthe shares are released to you or when shares are sold. However, your employer will reportthe taxable amount on the release date to the Danish tax administration. It is yourresponsibility to pay and report any taxes (including social insurance contributions) resultingfrom the acquisition of shares pursuant to the performance-based restricted units, the sale ofthe shares and the receipt of any dividends.

Social Security

Your employer will not withhold social insurance contributions on the release date.

Exchange Controls

You may hold shares acquired under the SIP in a safety-deposit account (i.e., a brokerageaccount) with either a Danish bank or with an approved foreign broker or bank. If the sharesare held with a foreign broker or bank, you are required to inform the Danish TaxAdministration about the safety-deposit account. For this purpose, you must file a Form V

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(Erklæring V) with the Danish Tax Administration. Both you and the broker or bank must signthe Form V. By signing the Form V, the broker or bank undertakes an obligation, withoutfurther request each year, to forward information to the Danish Tax Administration concerningthe shares in the account. By signing the Form V, you authorize the Danish TaxAdministration to examine the account. Form V can be found at the following website:www.skat.dk.

In addition, if you open a brokerage account (or a deposit account with a U.S. bank), thebrokerage account likely will be treated as a deposit account because cash can be held in theaccount. Therefore, you likely must also file a Form K (Erklæring K) with the Danish TaxAdministration. Both you and the broker must sign the Form K. By signing the Form K, thebroker undertakes an obligation, without further request each year, to forward information tothe Danish Tax Administration concerning the content of the deposit account. By signing theForm K, you authorize the Danish Tax Administration to examine the account. Form K can befound at the following website: www.skat.dk.

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ESTONIA TAX CONSEQUENCES

The following is a general summary description of the tax consequences of your participationin the Hewlett-Packard Company Share Ownership Plan (the “SOP”) and the Amended andRestated Hewlett-Packard Company 2004 Stock Incentive Plan (the “SIP”).

This description is based on the tax and other laws concerning equity awards in effect in yourcountry as of March 2010. Such laws are often complex and change frequently. As a result,the information contained in this supplement may be out of date at the time you are grantedan award, acquire shares or sell shares you acquire under the SOP and/or the SIP or receivedividends on such shares.

In addition, this description does not discuss all of the various laws, rules and regulations thatmay apply. It may not apply to your particular tax or financial situation, and Hewlett-PackardCompany (“HP”) is not in a position to assure you of any particular tax result. Accordingly,you are strongly advised to seek appropriate professional advice as to how the tax orother laws in your country apply to your specific situation. You are also advised toseek advice with respect to U.S. inheritance and/or estate taxes as you may be subjectto those with respect to shares acquired under the SOP or the SIP.

If you are a citizen or resident of another country, transfer employment after you are grantedan award, or are considered a resident of another country for local law purposes, theinformation contained in this description may not apply to you.

Note: The particular terms of the SOP or stock options or restricted stock or restricted stockunits or performance-based restricted units granted to you pursuant to the SIP are set forth inthe applicable plan and award agreement (the “Plan Documents”). If there is aninconsistency between the description below and the Plan Documents, the Plan Documentswill govern. As stated in the Plan Documents, the ability to participate in the SOP and/or theSIP is not a contract or a guarantee of continued employment. Employment is and always willbe on the basis provided for in your employment agreement, if any. The SOP and the SIP arenot part of your salary and will not be included in calculations of any severance payments thatmay be payable upon termination of employment.

THE SOP

Enrollment in the SOP

You are not subject to tax when you enroll in the SOP (or are offered the opportunity toparticipate in the SOP).

Purchase of Shares

When shares are purchased, you will be subject to income tax on the difference (or spread)between the fair market value of the shares on the date of purchase and the purchase price.However, you will not be subject to social insurance contributions on the spread.

Sale of Shares

When you subsequently sell the shares that you purchased under the SOP, any capital gain(i.e., the difference between the sale price and the amount subject to tax at the time ofpurchase) will be subject to capital gains tax.

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Dividends

If you hold HP shares and HP declares a dividend on the shares, you will not be subject toincome tax on dividends that you receive in Estonia. However, you will be subject to U.S.federal income withholding tax.

Withholding and Reporting

Your employer will not withhold or report income tax when shares are purchased for youunder the SOP. It is your responsibility to pay and report any taxes due when shares arepurchased and when you sell shares acquired under the SOP.

Social Security

Your employer will not withhold social insurance contributions when shares are purchased foryou under the SOP.

THE SIP (Stock Options, Restricted Stock Units and Performance-based RestrictedUnits)

OPTIONS:

Grant

You will not be subject to tax when the options are granted to you.

Vesting

You will not be subject to tax when your options vest.

Exercise

When you exercise your options, you will be subject to income tax on the difference (orspread) between the fair market value of the shares on the date of exercise and the exerciseprice. However, you will not be subject to social insurance contributions on the spread.

Sale of Shares

When you subsequently sell the shares that you acquire under the SIP, any capital gain (i.e.,the difference between the sale price and the amount subject to tax at the time of exercise)will be subject to capital gains tax.

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will not be subject toincome tax on dividends that you receive in Estonia. However, you will be subject to U.S.federal income withholding tax.

Withholding and Reporting

Your employer will not withhold or report income tax when you exercise your options. It isyour responsibility to pay and report any taxes when you exercise your options and when yousell shares acquired under the SIP.

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Social Security

Your employer will not withhold social insurance contributions when you exercise youroptions.

RESTRICTED STOCK UNITS:

Grant

You will not be subject to tax when the restricted stock units are granted to you.

Vesting

You will be subject to income tax when the restricted stock units vest. You will be taxed onthe fair market value of the shares paid to you on the date of vesting. However, you will notbe subject to social insurance contributions.

Any accumulated dividend equivalents which are released to you with the restricted stockunits at vesting will also be subject to tax.

Sale of Shares

When you subsequently sell the shares that you acquire under the SIP, any capital gain (i.e.,the difference between the sale price and the amount subject to tax at the time of vesting) willbe subject to capital gains tax.

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will not be subject toincome tax on dividends that you receive in Estonia. However, you will be subject to U.S.federal income withholding tax.

Withholding and Reporting

Your employer will not withhold or report income tax when you vest in the restricted stockunits. It is your responsibility to pay and report any taxes when you vest in the restrictedstock units and when you sell shares acquired under the SIP.

Social Security

Your employer will not withhold social insurance contributions at vesting on the fair marketvalue of the shares released on the date of vesting.

PERFORMANCE-BASED RESTRICTED UNITS:

Grant

You will not be subject to tax when the performance-based restricted units are granted to you.

Vesting

You will be subject to income tax at the end of the performance period when the shares arereleased to you. You will be taxed on the fair market value of the shares on the release date.However, you will not be subject to social insurance contributions.

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Sale of Shares

When you subsequently sell the shares that you acquire under the SIP, any capital gain (i.e.,the difference between the sale price and the amount subject to tax at the time of release) willbe subject to capital gains tax.

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will not be subject toincome tax on dividends that you receive in Estonia. However, you will be subject to U.S.federal income withholding tax.

Withholding and Reporting

Your employer will not withhold or report income tax when the shares are released to you. Itis your responsibility to pay and report any taxes when shares are released to you and whenyou sell shares acquired under the SIP.

Social Security

Your employer will not withhold social insurance contributions the shares are released to youon the fair market value of the shares on the release date.

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FINLAND TAX CONSEQUENCES

The following is a general summary description of the tax consequences of your participationin the Hewlett-Packard Company Share Ownership Plan (the “SOP”) and the Amended andRestated Hewlett-Packard Company 2004 Stock Incentive Plan (the “SIP”).

This description is based on the tax and other laws concerning equity awards in effect in yourcountry as of March 2010. Such laws are often complex and change frequently. As a result,the information contained in this supplement may be out of date at the time you are grantedan award, acquire shares or sell shares you acquire under the SOP and/or the SIP or receivedividends on such shares.

In addition, this description does not discuss all of the various laws, rules and regulations thatmay apply. It may not apply to your particular tax or financial situation, and Hewlett-PackardCompany (“HP”) is not in a position to assure you of any particular tax result. Accordingly,you are strongly advised to seek appropriate professional advice as to how the tax orother laws in your country apply to your specific situation. You are also advised toseek advice with respect to U.S. inheritance and/or estate taxes as you may be subjectto those with respect to shares acquired under the SOP or the SIP.

If you are a citizen or resident of another country, transfer employment after you are grantedan award, or are considered a resident of another country for local law purposes, theinformation contained in this description may not apply to you.

Note: The particular terms of the SOP or stock options or restricted stock or restricted stockunits or performance-based restricted units granted to you pursuant to the SIP are set forth inthe applicable plan and award agreement (the “Plan Documents”). If there is aninconsistency between the description below and the Plan Documents, the Plan Documentswill govern. As stated in the Plan Documents, the ability to participate in the SOP and/or theSIP is not a contract or a guarantee of continued employment. Employment is and always willbe on the basis provided for in your employment agreement, if any. The SOP and the SIP arenot part of your salary and will not be included in calculations of any severance payments thatmay be payable upon termination of employment.

THE SOP

Enrollment in the SOP

You are not subject to tax when you enroll in the SOP (or are offered the opportunity toparticipate in the SOP).

Purchase of Shares

When shares are purchased, you will be subject to income tax on the difference (or spread)between the fair market value of the shares on the date of purchase and the purchase price.You also will be subject to social insurance contributions on the spread.

Sale of Shares

When you subsequently sell the shares that you purchased under the SOP, any capital gain(i.e., the difference between the sale price and the fair market value of the shares at the timeof purchase) will be subject to capital gains tax.

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Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax on dividends that you receive, even though the dividends paid on the shares heldin your SOP account are automatically reinvested in HP stock. The dividends will be subjectto income tax in Finland and to U.S. federal income withholding tax. You may be entitled to aFinnish tax credit for the U.S. withholding taxes paid, provided certain conditions are met.

Withholding and Reporting

Your employer will withhold and report income tax when shares are purchased for you underthe SOP. It is your responsibility to pay and report any taxes due when you sell sharesacquired under the SOP and if dividends are paid.

Social Security

Your employer will withhold social insurance contributions when shares are purchased for youunder the SOP.

THE SIP (Stock Options, Restricted Stock Units and Performance-based RestrictedUnits)

OPTIONS:

Grant

You will not be subject to tax when the options are granted to you.

Vesting

You will not be subject to tax when your options vest.

Exercise

When you exercise your options, you will be subject to income tax on the difference (orspread) between the fair market value of the shares on the date of exercise and the exerciseprice. You also will be subject to social insurance contributions on the spread.

Sale of Shares

When you subsequently sell the shares that you acquire under the SIP, any capital gain (i.e.,the difference between the sale price and the fair market value of the shares at the time ofexercise) will be subject to capital gains tax.

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax on dividends that you receive. The dividends will be subject to income tax inFinland and to U.S. federal income withholding tax. You may be entitled to a Finnish taxcredit for the U.S. withholding taxes paid, provided certain conditions are met.

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Withholding and Reporting

Your employer will withhold and report income tax when you exercise your options. It is yourresponsibility to pay and report any taxes due when you sell shares acquired under the SIPand if dividends are paid.

Social Security

Your employer will withhold social insurance contributions when you exercise your options.

RESTRICTED STOCK UNITS:

Grant

You will not be subject to tax when the restricted stock units are granted to you.

Vesting

You will be subject to income tax and social insurance contributions when the restricted stockunits vest. You will be taxed on the fair market value of the shares paid to you on the date ofvesting.

Any accumulated dividend equivalents which are released to you with the restricted stockunits at vesting will also be subject to tax.

Sale of Shares

When you subsequently sell the shares that you acquire under the SIP, any capital gain (i.e.,the difference between the sale price and the fair market value of the shares at the time ofvesting) will be subject to capital gains tax.

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax on dividends that you receive. The dividends will be subject to income tax inFinland and to U.S. federal income withholding tax. You may be entitled to a Finnish taxcredit for the U.S. withholding taxes paid, provided certain conditions are met.

Withholding and Reporting

Your employer will withhold and report income tax when you vest in the restricted stock units.It is your responsibility to pay and report any taxes due when you sell shares acquired underthe SIP and if dividends are paid.

Social Security

Your employer will withhold social insurance contributions at vesting on the fair market valueof the shares released on the date of vesting.

PERFORMANCE-BASED RESTRICTED UNITS:

Grant

You will not be subject to tax when the performance-based restricted units are granted to you.

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Vesting

You will be subject to income tax and social insurance contributions at the end of theperformance period when the shares are released to you. You will be taxed on the fairmarket value of the shares paid to you on the release date.

Sale of Shares

When you subsequently sell the shares that you acquire under the SIP, any capital gain (i.e.,the difference between the sale price and the fair market value of the shares at the time ofvesting) will be subject to capital gains tax.

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax on dividends that you receive. The dividends will be subject to income tax inFinland and to U.S. federal income withholding tax. You may be entitled to a Finnish taxcredit for the U.S. withholding taxes paid, provided certain conditions are met.

Withholding and Reporting

Your employer will withhold and report income tax when the shares are released to you at theend of the performance period. It is your responsibility to pay and report any taxes due whenyou sell shares acquired under the SIP and if dividends are paid.

Social Security

Your employer will withhold social insurance contributions when the shares are released toyou at the end of the performance period on the fair market value of the shares on the releasedate.

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FRANCE TAX CONSEQUENCES

The following is a general summary description of the tax consequences of your participationin the Hewlett-Packard Company Share Ownership Plan (the “SOP”) and the Amended andRestated Hewlett-Packard Company 2004 Stock Incentive Plan (the “SIP”).

This description is based on the tax and other laws concerning equity awards in effect in yourcountry as of March 2010. Such laws are often complex and change frequently. As a result,the information contained in this supplement may be out of date at the time you are grantedan award, acquire shares or sell shares you acquire under the SOP and/or the SIP or receivedividends on such shares.

In addition, this description does not discuss all of the various laws, rules and regulations thatmay apply. It may not apply to your particular tax or financial situation, and Hewlett-PackardCompany (“HP”) is not in a position to assure you of any particular tax result. Accordingly,you are strongly advised to seek appropriate professional advice as to how the tax orother laws in your country apply to your specific situation. You are also advised toseek advice with respect to U.S. inheritance and/or estate taxes as you may be subjectto those with respect to shares acquired under the SOP or the SIP.

If you are a citizen or resident of another country and/or not subject to the French socialsecurity contributions scheme, transfer employment after you are granted an award, or areconsidered a resident of another country for local law purposes, the information contained inthis description may not apply to you.

Note: The particular terms of the SOP or stock options or restricted stock or restricted stockunits or performance-based restricted units granted to you pursuant to the SIP are set forth inthe applicable plan and award agreement (the “Plan Documents”). If there is aninconsistency between the description below and the Plan Documents, the Plan Documentswill govern. As stated in the Plan Documents, the ability to participate in the SOP and/or theSIP is not a contract or a guarantee of continued employment. Employment is and always willbe on the basis provided for in your employment agreement, if any. The SOP and the SIP arenot part of your salary and will not be included in calculations of any severance payments thatmay be payable upon termination of employment.

THE SOP

Enrollment in the SOP

You are not subject to tax when you enroll in the SOP (or are offered the opportunity toparticipate in the SOP).

Payroll deductions are not subject to preferred social security or income tax treatment. Insofaras they are part of your salary, they remain subject to personal income tax, social securitycontributions, general social contribution (“CSG”) and contribution to repayment of social debt(“CRDS”).

Purchase of Shares

When shares are purchased, you will be subject to income tax on the difference (or spread)between the fair market value of the shares on the date of purchase and the purchase price.The spread at purchase will also be subject to social security contributions, to CSG andCRDS.

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Sale of Shares

When you subsequently sell the shares that you purchased under the SOP, any capital gain(i.e., the difference between the sale price and the fair market value of the shares at the timeof purchase) will be subject to 18% personal income tax, if the aggregate gross proceeds thatyou (including your household) receive from all sales of stock during one calendar yearexceed a certain indexed amount (set at €25,830 for 2010). The capital gain however, will besubject to the 12.1% additional social taxes (i.e., 11% additional social taxes, plus the new1.1% social tax for capital gain realized on or after January 1, 2008) regardless of whether the€25,830 threshold is exceeded.

You may realize a capital loss if the net sale price of the shares at the time of sale is lowerthan the fair market value of the shares at the time they were purchased under the SOP.With respect to the 18% personal income tax, provided that the €25,830 threshold isexceeded, such capital loss can be offset against capital gains realized from the sale ofsecurities during the year in which you sold the shares acquired under the SOP and duringthe 10 following years. Regarding the 12.1% additional social taxes, this capital loss can beoffset against capital gain realized from the sale of securities during the same year or thefollowing ten years, irrespective of whether the €25,830 threshold is exceeded. A capital losscannot be offset against any other kind of income (such as salary).

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax (after deduction allowances), or at your election, a reduced flat withholding tax, ondividends that you receive, even though the dividends paid on the shares held in your SOPaccount are automatically reinvested in HP stock. Any dividends received will be subject to12.1% additional social taxes. The dividends will be subject to income tax in France and toU.S. federal income withholding tax. You may be entitled to a French tax credit for the U.S.withholding taxes paid, provided certain conditions are met.

Withholding and Reporting

Your employer is not required to withhold income tax when shares are purchased for youunder the SOP. It is your responsibility to pay and report any taxes due when you purchaseor sell shares acquired under the SOP and if dividends are paid.

Social Security

Your employer will withhold social security contributions when shares are purchased for youunder the SOP.

Exchange Controls

You may hold shares issued upon the purchase of shares under the SOP outside of Franceprovided you declare all foreign accounts, whether open, current, or closed, in your incometax return. Furthermore, you must declare to the customs and excise authorities any cash orsecurities you import or export without the use of a financial institution if the value of the cashor securities is equal to or exceeds a certain amount which is set annually (€10,000 for 2009).

THE SIP (Stock Options, Restricted Stock Units and Performance-based RestrictedUnits)

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NON-QUALIFIED OPTIONS:

Grant

You will not be subject to tax when the options are granted to you.

Vesting

You will not be subject to tax when your options vest.

Exercise

When you exercise your options, you will be subject to tax on the difference (or spread)between the fair market value of the shares on the date of exercise and the exercise price.You will also be subject to social security contributions, to CSG and CRDS.

Sale of Shares

When you subsequently sell the shares that you acquire under the SIP, any capital gain (i.e.,the difference between the net sale price and the fair market value of the shares at the time ofexercise) will be subject to 18% personal income tax if the aggregate gross proceeds that you(including your household) receive from all sales of stock during one calendar year exceed acertain indexed amount (set at €25,830 for 2010). The capital gain however, will be subject tothe 12.1% additional social taxes (i.e., 11% additional social taxes, plus the new 1.1% socialtax for capital gain realized on or after January 1, 2008) regardless of whether the €25,830threshold is exceeded.

You may realize a capital loss if the net sale price of the shares at the time of sale is lowerthan the fair market value of the shares at the time they were purchased under the SIP. Withrespect to the 18% personal income tax, provided that the €25,830 threshold is exceeded,such capital loss can be offset against capital gains realized from the sale of securities duringthe year in which you sold the shares acquired under the SIP and during the 10 followingyears. Regarding the 12.1% additional social taxes, this capital loss can be offset againstcapital gain realized from the sale of securities during the same year or the following tenyears, irrespective of whether the €25,830 threshold is exceeded. A capital loss cannot beoffset against any other kind of income (such as salary).

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax (after deduction allowances), or at your election, a reduced flat withholding tax, ondividends that you receive. Any dividends received will be subject to 12.1% additional socialtaxes. The dividends will be subject to income tax in France and to U.S. federal incomewithholding tax. You may be entitled to a French tax credit for the U.S. withholding taxespaid, provided certain conditions are met.

Withholding and Reporting

Your employer is not required to withhold income tax when you exercise your options. It isyour responsibility to pay and report any taxes due when you exercise your options, sellshares acquired under the SIP and if dividends are paid.

Social Security

Your employer will withhold social security contributions when you exercise your options.

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Exchange Controls

You may hold shares issued upon exercise of your options outside of France provided youdeclare all foreign accounts, whether open, current, or closed, in your income tax return.Furthermore, you must declare to the customs and excise authorities any cash or securitiesyou import or export without the use of a financial institution if the value of the cash orsecurities is equal to or exceeds a certain amount which is set annually (€10,000 for 2009).

QUALIFIED OPTIONS:

Grant

You will not be subject to tax when the options are granted to you.

Vesting

You will not be subject to tax when the options vest.

Exercise

To the extent that your options are qualified options for favorable French tax and socialsecurity treatment, when you exercise your options, taxation of the spread (i.e., the differencebetween the fair market value of the underlying shares at exercise and the exercise price) willbe deferred until sale of the underlying shares.

However, if the exercise price is less than 95% of the average trading price of the underlyingshares for the 20 trading days prior to the grant date or less than 95% of the averagepurchase price paid for such shares by HP, this “excess discount” will be treated as anadditional taxable salary at the time of exercise. This income will be taxed at personal incometax progressive rates for the year of exercise. This amount is also subject to social securitycontributions, to CSG and CRDS.

In addition, for qualified options granted after October 16, 2007, you will be subject to anadditional social tax on the spread at exercise at a rate of 2.5%. However, payment of thesocial contributions will be deferred until sale of the underlying shares. This is in addition tothe 11% additional social taxes mentioned below.

Sale of Shares

When you subsequently sell the shares that you acquire under the SIP, your gain will bedivided into two portions: the spread and any capital gain (i.e., the difference between thesale price and the fair market value of the shares at the time of exercise).

If you sell the shares after the four-year holding period (or the minimum holding periodrequired under French law):

- If the total annual spread is less than or equal to €152,500, the annual spreadwill be taxed at a maximum rate of 44.6% (30% personal income tax, 12.1%social taxes (i.e., 8.2% CSG, 0.5% CRDS, 2% special social tax and 0.3%additional contribution to special social tax and the 1.1% new social taxapplicable as of January 1, 2008) plus 2.5% social tax for qualified grantsmade on or after October 16, 2007.

- If the total annual spread is greater than €152,500, the portion of the annualspread up to €152,500 will be taxed at the rates indicated above. The portionof the spread in excess of €152,500 will be taxed at a maximum rate of

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54.6% (40% income tax, 11% additional social taxes, 2.5% social tax (foroptions granted on or after October 16, 2007), plus 1.1% social tax(applicable to the spread on options exercised on or after January 1, 2008)).

Alternatively, you may elect for the total annual spread to be taxed as salary at your marginalincome tax rate (up to 40% for 2009 income) plus the 14.6% additional social taxes (the12.1% additional social taxes as mentioned above plus the 2.5% social tax for qualifiedgrants made on or after October 16, 2007). Please note that this election applies to theaggregate option income realized during a calendar year, and not to each option exercise.

You may receive even more favorable tax treatment if you wait an additional two-year periodafter the exercise of your options (assuming the four-year or other minimum holding period ismet) to sell your shares as follows.

- If the total annual spread is less than or equal to €152,500, the spread will betaxed at the rate of 32.6% (18% income tax, 11% additional social taxes,2.5% social tax (applicable for options granted on or after October 16, 2007),plus the new 1.1% social tax (applicable to the spread on options exercisedon or after January 1, 2008).

- If you sell the shares at least two years after the exercise of the options whenthe minimum holding period is met and the annual total spread is greater than€152,500, the portion of the spread up to €152,500 will be taxed at the ratesindicated immediately above and the portion of the annual total spread inexcess of €152,500 will be taxed at the rate of 44.6% (30% income tax, 11%additional social taxes, 2.5% social tax (applicable for options granted on orafter October 16, 2007), plus the new 1.1% social tax (applicable to thespread on options exercised on or after January 1, 2008).

- Alternatively, you may elect for the spread to be taxed as salary income atyour marginal income tax rate (up to 40% for 2009 income) plus 11%additional social taxes, 2.5% social tax (applicable for options granted on orafter October 16, 2007), plus the new 1.1% social tax (applicable to thespread on options exercised on or after January 1, 2008). Please note thatthis election applies to the aggregate option income realized during acalendar year, and not to each option exercise.

Please note that in the event you are eligible for this more favourable tax treatment, the taxauthorities provide for specific rules which must be satisfied. Accordingly, you should seekappropriate professional advice to determine whether you can satisfy the rules for this morefavourable tax treatment.

In any case, the capital gain will be subject to 18% personal income tax if the aggregate grossproceeds that you (including your household) receive from all sales of stock during onecalendar year exceed a certain indexed amount (set at €25,830 for 2010). Additionally, thecapital gain will be subject to the 12.1% additional social taxes (i.e., 11% additional socialtaxes, plus the new 1.1% social tax for capital gain realized on or after January 1, 2008)regardless of whether the €25,830 threshold is exceeded.

However, you will only be subject to tax on the capital gain and the spread if the aggregategross proceeds that you (including your household) receive from all sales of stock during acalendar year exceed a certain indexed amount, (€25,830 for 2010), in which case you will besubject to tax on the entire capital gain and spread.

You may realize a capital loss if the net sale price is less than the fair market value of theshares on the date of exercise. The rules for offsetting capital losses and the 18% personal

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income tax and social taxes were modified by a law dated December 24, 2009 and have notbeen commented by the tax authorities yet. You should review those rules with your personaltax advisor prior to filing your personal income tax return.

However, if you sell your shares prior to the expiration of the four-year or other minimumholding period, the spread will be taxed as salary income at your marginal tax rate. Inaddition, employee and employer social insurance contributions will be due on the spreadrealized at exercise but paid in connection with the sale of the shares prior to the expiration ofthe four-year, or other minimum, holding period. If the net sale price is less than the fairmarket value of the shares on the date of exercise, you can offset it on the spread.

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax (after deduction allowances), or at your election, a reduced flat withholding tax, ondividends that you receive. Any dividends received will be subject to 12.1% French additionalsocial taxes. The dividends will be subject to income tax in France and to U.S. federalincome withholding tax. You may be entitled to a French tax credit for the U.S. withholdingtaxes paid, provided certain conditions are met.

Withholding and Reporting

Your employer is not required to withhold income tax when you exercise your options. It isyour responsibility to pay and report any taxes due when you exercise your options, sellshares acquired under the SIP and if dividends are paid.

In order to benefit from French favorable tax and social security treatment, you must attach toyour income tax return for the year in which you exercise options, a copy of the specificcertificate delivered to you by your employer.

Social Security

Your employer will not withhold social security contributions when you exercise your optionsunder the SIP pursuant to qualified options (except if there is an excess discount, asdiscussed in the “Exercise” section above).

Exchange Controls

You may hold shares issued upon exercise of your options outside of France provided youdeclare all foreign accounts, whether open, current, or closed, in your income tax return.Furthermore, you must declare to the customs and excise authorities any cash or securitiesyou import or export without the use of a financial institution if the value of the cash orsecurities is equal to or exceeds a certain amount which is set annually (€10,000 for 2009).

NON-QUALIFIED RESTRICTED STOCK UNITS:

Grant

You will not be subject to tax when the restricted stock units are granted to you.

Vesting

You will be subject to income tax, to CSG and CRDS and social security contributions whenthe restricted stock units vest. You will be taxed on the fair market value of the shares paid toyou on the date of vesting.

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Any accumulated dividend equivalents which are released to you with the restricted stockunits at vesting will also be subject to tax.

Sale of Shares

When you subsequently sell the shares that you acquire under the SIP, any capital gain (i.e.,the difference between the sale price and the fair market value of the shares at the time ofvesting) will be subject to 18% personal income tax if the aggregate gross proceeds that you(including your spouse) receive from all sales of stock during one calendar year exceed acertain indexed amount (set at €25,830 for 2010). The capital gain however, will be subject tothe 12.1% additional social taxes (i.e., 11% additional social taxes, plus the new 1.1% socialtax for capital gain realized on or after January 1, 2008) regardless of whether the €25,830threshold is exceeded.

You may realize a capital loss if the net sales price of the shares at the time of sale is lowerthan the fair market value of the shares at the time the restricted stock units vest under theSIP. With respect to the 18% personal income tax, provided that the €25,830 threshold isexceeded, such capital loss can be offset against capital gains realized from the sale ofsecurities during the year in which you sold the shares acquired under the SIP and during the10 following years. Regarding the 12.1% additional social taxes, this capital loss can beoffset against capital gain realized from the sale of securities during the same year or thefollowing ten years, irrespective of whether the €25,830 threshold is exceeded. A capital losscannot be offset against any other kind of income (such as salary).

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax (after deduction allowances), or at your election, a reduced flat withholding tax, ondividends that you receive. Any dividends received will be subject to 12.1% additional socialtaxes. The dividends will be subject to income tax in France and to U.S. federal incomewithholding tax. You may be entitled to a French tax credit for the U.S. withholding taxespaid, provided certain conditions are met.

Withholding and Reporting

Your employer is not required to withhold income tax when you vest in the restricted stockunits. It is your responsibility to pay and report any taxes due when vest in the restrictedstock units, sell shares acquired under the SIP and if dividends are paid.

Social Security

Your employer will withhold social security contributions when you vest in the restricted stockunits.

Exchange Controls

You may hold shares issued upon vesting of your restricted stock units outside of Franceprovided you declare all foreign accounts, whether open, current, or closed, in your incometax return. Furthermore, you must declare to the customs and excise authorities any cash orsecurities you import or export without the use of a financial institution if the value of the cashor securities is equal to or exceeds a certain amount which is set annually (€10,000 for 2009).

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NON-QUALIFIED PERFORMANCE-BASED RESTRICTED UNITS:

Grant

You will not be subject to tax when the performance-based restricted units are granted to you.

Vesting

You will be subject to income tax, to CSG and CRDS and social security contributions at theend of the performance period when the shares are released to you. You will be taxed on thefair market value of the shares on the release date.

Sale of Shares

When you subsequently sell the shares that you acquire under the SIP, any capital gain (i.e.,the difference between the net sale price and the fair market value of the shares at the time ofvesting) will be subject to 18% personal income tax if the aggregate gross proceeds that you(including your household) receive from all sales of stock during one calendar year exceed acertain indexed amount (set at €25,830 for 2010). The capital gain however, will be subject tothe 12.1% additional social taxes (i.e., 11% additional social taxes, plus the new 1.1% socialtax for capital gain realized on or after January 1, 2008) regardless of whether the €25,830threshold is exceeded.

You may realize a capital loss if the net sale price of the shares at the time of sale is lowerthan the fair market value of the shares at the time they were released to you under the SIP.With respect to the 18% personal income tax, provided that the €25,830 threshold isexceeded, such capital loss can be offset against capital gains realized from the sale ofsecurities during the year in which you sold the shares acquired under the SIP and during the10 following years. Regarding the 12.1% additional social taxes, this capital loss can beoffset against capital gain realized from the sale of securities during the same year or thefollowing ten years, irrespective of whether the €25,830 threshold is exceeded. A capital losscannot be offset against any other kind of income (such as salary).

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax (after deduction allowances), or at your election, a reduced flat withholding tax, ondividends that you receive. Any dividends received will be subject to 12.1% additional socialtaxes. The dividends will be subject to income tax in France and to U.S. federal incomewithholding tax. You may be entitled to a French tax credit for the U.S. withholding taxespaid, provided certain conditions are met.

Withholding and Reporting

Your employer is not required to withhold income tax when the shares are released to you. Itis your responsibility to pay and report any taxes due at the end of the performance periodwhen the shares are released to you, when you sell shares acquired under the SIP and ifdividends are paid.

Social Security

Your employer will withhold social security contributions at the end of the performance periodwhen the shares are released to you.

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Exchange Controls

You may hold shares issued pursuant to your performance-based restricted units outside ofFrance provided you declare all foreign accounts, whether open, current, or closed, in yourincome tax return. Furthermore, you must declare to the customs and excise authorities anycash or securities you import or export without the use of a financial institution if the value ofthe cash or securities is equal to or exceeds a certain amount which is set annually (€10,000for 2009).

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GERMANY TAX CONSEQUENCES

The following is a general summary description of the tax consequences of your participationin the Hewlett-Packard Company Share Ownership Plan (the “SOP”) and Amended andRestated the Hewlett-Packard Company 2004 Stock Incentive Plan (the “SIP”).

This description is based on the tax and other laws concerning equity awards in effect in yourcountry as of March 2010. Such laws are often complex and change frequently. As a result,the information contained in this supplement may be out of date at the time you are grantedan award, acquire shares or sell shares you acquire under the SOP and/or the SIP or receivedividends on such shares.

In addition, this description does not discuss all of the various laws, rules and regulations thatmay apply. It may not apply to your particular tax or financial situation, and Hewlett-PackardCompany (“HP”) is not in a position to assure you of any particular tax result. Accordingly,you are strongly advised to seek appropriate professional advice as to how the tax orother laws in your country apply to your specific situation. You are also advised toseek advice with respect to U.S. inheritance and/or estate taxes as you may be subjectto those with respect to shares acquired under the SOP or the SIP.

If you are a citizen or resident of another country, transfer employment after you are grantedan award, or are considered a resident of another country for local law purposes, theinformation contained in this description may not apply to you.

Note: The particular terms of the SOP or stock options or restricted stock or restricted stockunits or performance-based restricted units granted to you pursuant to the SIP are set forth inthe applicable plan and award agreement (the “Plan Documents”). If there is aninconsistency between the description below and the Plan Documents, the Plan Documentswill govern. As stated in the Plan Documents, the ability to participate in the SOP and/or theSIP is not a contract or a guarantee of continued employment. Employment is and always willbe on the basis provided for in your employment agreement, if any. The SOP and the SIP arenot part of your salary and will not be included in calculations of any severance payments thatmay be payable upon termination of employment.

THE SOP

Enrollment in the SOP

You are not subject to tax when you enroll in the SOP (or are offered the opportunity toparticipate in the SOP).

Purchase of Shares

When shares are purchased, you will be subject to wage tax on the difference (or spread)between the fair market value of the shares on the date of purchase and the purchase price.You also will be subject to social insurance contributions on the spread to the extent you havenot already exceeded your applicable contribution ceiling.

Pursuant to Section 19a of the Income Tax Act (Einkommensteuergesetz), you may be ableto deduct a certain amount of taxable income per calendar year from your taxable income.We recommend that you confirm the availability of this deduction with your tax advisor.

Sale of Shares

Please note the following information applies to shares acquired on or after January 1, 2009.The tax treatment upon the sale of shares acquired prior to this date is different and you

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should consult with your personal tax advisor if you have any questions about the sale of suchshares.

When you subsequently sell any shares acquired at vesting, you will be subject tocapital gains tax at a flat rate of 25% (plus solidarity surcharge and church tax, if applicable),provided you did not own 1% or more of HP’s stated capital at any time in the past five yearsand the shares were not held as a business asset. The taxable amount will be the differencebetween the sale proceeds and the fair market value of the shares at the time of purchase.However, you may elect a personal assessment to apply your personal income tax rate if theflat rate exceeds your personal income tax rate.

Also, please note that the capital gains flat tax rate does not apply to gains from thesale of shares if you hold or have held at least 1% of HP’s stated capital at any time duringthe last five years, or hold the shares as a business asset. In such circumstances, 60% of thecapital gain realized will be taxed at your personal income tax rate (plus solidarity surchargeand church tax, if applicable).

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax on dividends that you receive, even though the dividends paid on the shares heldin your SOP account are automatically reinvested in HP stock. For dividends paid on or afterJanuary 1, 2009, the entire dividend will be subject to income tax in Germany and to U.S.federal income withholding tax. You may be entitled to a German tax credit for 50% of theU.S. withholding taxes paid, provided certain conditions are met.

Withholding and Reporting

Your employer will withhold and report income tax when shares are purchased for you underthe SOP. It is your responsibility to pay and report any taxes due when you sell sharesacquired under the SOP and if dividends are paid.

Social Security

Your employer will withhold social insurance contributions (to the extent that you have notexceeded your applicable ceiling for social insurance contributions) when shares arepurchased for you under the SOP.

Exchange Controls

If you remit proceeds in excess of €12,500 into Germany, such cross-border payment mustbe reported monthly to the State Central Bank. This reporting is normally accomplishedthrough the German bank involved in processing your payment. In addition, you must reportany receivables or payables or debts in foreign currency exceeding an amount of €5,000,000on a monthly basis. Finally, you must report your share holding on an annual basis in theunlikely event that you hold shares representing 10% or more of the total or voting capital ofHP.

THE SIP (Stock Options, Restricted Stock Units and Performance-based RestrictedUnits)

OPTIONS:

Grant

You will not be subject to tax when the options are granted to you.

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Vesting

You will not be subject to tax when your options vest.

Exercise

You will be subject to tax on the date on which the shares you acquire upon exercise aredebited from HP’s books. This date may be later than your actual exercise date. Please referto the exercise confirmation to find out when your taxable event occurs. You will be taxed onthe difference (or spread) between the fair market value of the shares on the date on whichshares are debited from HP’s books and the exercise price. You also will be subject to socialinsurance contributions on the spread to the extent you have not already exceeded yourapplicable contribution ceiling.

Pursuant to Section 19a of the Income Tax Act (Einkommensteuergesetz), you may be ableto deduct a certain amount of taxable income per calendar year from your income. Werecommend that you confirm the availability of this deduction with your tax advisor.

Sale of Shares

Please note the following information applies to shares acquired on or after January 1, 2009.The tax treatment upon the sale of shares acquired prior to this date is different and youshould consult with your personal tax advisor if you have any questions about the sale of suchshares.

When you subsequently sell any shares acquired at vesting, you will be subject tocapital gains tax at a flat rate of 25% (plus solidarity surcharge and church tax, if applicable),provided you did not own 1% or more of HP’s stated capital at any time in the past five yearsand the shares were not held as a business asset. The taxable amount will be the increase invalue of the shares on the date on which the first taxable event occurred, as described above,and the sale date. However, you may elect a personal assessment to apply your personalincome tax rate if the flat rate exceeds your personal income tax rate.

Also, please note that the capital gains flat tax rate does not apply to gains from thesale of shares if you hold or have held at least 1% of HP’s stated capital at any time duringthe last five years, or hold the shares as a business asset. In such circumstances, 60% of thecapital gain realized will be taxed at your personal income tax rate (plus solidarity surchargeand church tax, if applicable).

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax on dividend payments that you receive. For dividends paid on or after January 1,2009, the entire dividend will be subject to income tax in Germany and to U.S. federal incomewithholding tax. You may be entitled to a German tax credit for the U.S. withholding taxespaid, provided certain conditions are met.

Withholding and Reporting

Your employer will withhold and report income tax when shares are purchased pursuant toyour options. It is your responsibility to pay and report any taxes due when you sell sharesacquired under the SIP and if you receive dividends.

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Social Security

Your employer will withhold social insurance contributions (to the extent that you have notexceeded your applicable ceiling for social insurance contributions) when shares arepurchased under the SIP.

Exchange Controls

If you remit proceeds in excess of €12,500 into Germany, such cross-border payment mustbe reported monthly to the State Central Bank. This reporting is normally accomplishedthrough the German bank involved in processing your payment. In addition, you must reportany receivables or payables or debts in foreign currency exceeding an amount of €5,000,000on a monthly basis. Finally, you must report your share holding on an annual basis in theunlikely event that you hold shares representing 10% or more of the total or voting capital ofHP.

RESTRICTED STOCK UNITS:

Grant

You will not be subject to tax when the restricted stock units are granted to you.

Vesting

You will be subject to wage tax and social insurance contributions (to the extent you have notexceeded the applicable contributions ceiling) when the restricted stock units vest. You willbe taxed on the fair market value of the shares paid to you on the date of vesting.

Pursuant to Section 19a of the Income Tax Act (Einkommensteuergesetz), you may be ableto deduct a certain amount of taxable income per calendar year from your taxable income.We recommend that you confirm the availability of this deduction with your tax advisor.

Any accumulated dividend equivalents which are released to you with the restricted stockunits at vesting will also be subject to tax.

Sale of Shares

Please note the following information applies to shares acquired on or after January 1, 2009.The tax treatment upon the sale of shares acquired prior to this date is different and youshould consult with your personal tax advisor if you have any questions about the sale of suchshares.

When you subsequently sell any shares acquired at vesting, you will be subject tocapital gains tax at a flat rate of 25% (plus solidarity surcharge and church tax, if applicable),provided you did not own 1% or more of HP’s stated capital at any time in the past five yearsand the shares were not held as a business asset. The taxable amount will be the increase invalue of the shares on the date on which the first taxable event occurred, as described above,and the sale date. However, you may elect a personal assessment to apply your personalincome tax rate if the flat rate exceeds your personal income tax rate.

Also, please note that the capital gains flat tax rate does not apply to gains from thesale of shares if you hold or have held at least 1% of HP’s stated capital at any time duringthe last five years, or hold the shares as a business asset. In such circumstances, 60% of thecapital gain realized will be taxed at your personal income tax rate (plus solidarity surchargeand church tax, if applicable).

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Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax on dividend payments that you receive. For dividends paid on or after January 1,2009, the entire dividend will be subject to income tax in Germany and to U.S. federal incomewithholding tax. You may be entitled to a German tax credit for the U.S. withholding taxespaid, provided certain conditions are met.

Withholding and Reporting

Your employer will withhold and report income tax on the fair market value of the sharesreleased to you on the date of vesting. It is your responsibility to pay and report any taxesdue when you sell shares acquired under the SIP and if you receive dividends on the sharesyou hold after the restricted stock units vest.

Social Security

Your employer will withhold social insurance contributions (to the extent that you have notexceeded your applicable ceiling for social insurance contributions) at vesting on the fairmarket value of the shares released on the date of vesting.

Exchange Controls

If you remit proceeds in excess of €12,500 into Germany, such cross-border payment mustbe reported monthly to the State Central Bank. This reporting is normally accomplishedthrough the German bank involved in processing your payment. In addition, you must reportany receivables or payables or debts in foreign currency exceeding an amount of €5,000,000on a monthly basis. Finally, you must report your share holding on an annual basis in theunlikely event that you hold shares representing 10% or more of the total or voting capital ofHP.

PERFORMANCE-BASED RESTRICTED UNITS:

Grant

You will not be subject to tax when the performance-based restricted units are granted to you.

Vesting

You will be subject to wage tax and social insurance contributions (to the extent you have notexceeded the applicable contributions ceiling) at the end of the performance period when theshares are released to you. You will be taxed on the fair market value of the shares on therelease date.

Pursuant to Section 19a of the Income Tax Act (Einkommensteuergesetz), you may be ableto deduct a certain amount of taxable income per calendar year from your taxable income.We recommend that you confirm the availability of this deduction with your tax advisor.

Sale of Shares

Please note the following information applies to shares acquired on or after January 1, 2009.The tax treatment upon the sale of shares acquired prior to this date is different and youshould consult with your personal tax advisor if you have any questions about the sale of suchshares.

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When you subsequently sell any shares acquired at vesting, you will be subject tocapital gains tax at a flat rate of 25% (plus solidarity surcharge and church tax, if applicable),provided you did not own 1% or more of HP’s stated capital at any time in the past five yearsand the shares were not held as a business asset. The taxable amount will be the increase invalue of the shares on the date on which the first taxable event occurred, as described above,and the sale date. However, you may elect a personal assessment to apply your personalincome tax rate if the flat rate exceeds your personal income tax rate.

Also, please note that the capital gains flat tax rate does not apply to gains from thesale of shares if you hold or have held at least 1% of HP’s stated capital at any time duringthe last five years, or hold the shares as a business asset. In such circumstances, 60% of thecapital gain realized will be taxed at your personal income tax rate (plus solidarity surchargeand church tax, if applicable).

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax on dividend payments that you receive. For dividends paid on or after January 1,2009, the entire dividend will be subject to income tax in Germany and to U.S. federal incomewithholding tax. You may be entitled to a German tax credit for the U.S. withholding taxespaid, provided certain conditions are met.

Withholding and Reporting

Your employer will withhold and report income tax on the fair market value of the sharesreleased to you on the release date. It is your responsibility to pay and report any taxes duewhen you sell shares acquired under the SIP and if you receive dividends on the shares.

Social Security

Your employer will withhold social insurance contributions (to the extent that you have notexceeded your applicable ceiling for social insurance contributions) when the shares arereleased to you at the end of the performance period on the fair market value of the shares onthe release date.

Exchange Controls

If you remit proceeds in excess of €12,500 into Germany, such cross-border payment mustbe reported monthly to the State Central Bank. This reporting is normally accomplishedthrough the German bank involved in processing your payment. In addition, you must reportany receivables or payables or debts in foreign currency exceeding an amount of €5,000,000on a monthly basis. Finally, you must report your share holding on an annual basis in theunlikely event that you hold shares representing 10% or more of the total or voting capital ofHP.

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GREECE TAX CONSEQUENCES

The following is a general summary description of the tax consequences of your participationin the Hewlett-Packard Company Share Ownership Plan (the “SOP”) and the Amended andRestated Hewlett-Packard Company 2004 Stock Incentive Plan (the “SIP”).

This description is based on the tax and other laws concerning equity awards in effect in yourcountry as of March 2010. Such laws are often complex and change frequently. As a result,the information contained in this supplement may be out of date at the time you are grantedan award, acquire shares or sell shares you acquire under the SOP and/or the SIP or receivedividends on such shares.

In addition, this description does not discuss all of the various laws, rules and regulations thatmay apply. It may not apply to your particular tax or financial situation, and Hewlett-PackardCompany (“HP”) is not in a position to assure you of any particular tax result. Accordingly,you are strongly advised to seek appropriate professional advice as to how the tax orother laws in your country apply to your specific situation. You are also advised toseek advice with respect to U.S. inheritance and/or estate taxes as you may be subjectto those with respect to shares acquired under the SOP or the SIP.

If you are a citizen or resident of another country, transfer employment after you are grantedan award, or are considered a resident of another country for local law purposes, theinformation contained in this description may not apply to you.

Note: The particular terms of the SOP or stock options or restricted stock or restricted stockunits or performance-based restricted units granted to you pursuant to the SIP are set forth inthe applicable plan and award agreement (the “Plan Documents”). If there is aninconsistency between the description below and the Plan Documents, the Plan Documentswill govern. As stated in the Plan Documents, the ability to participate in the SOP and/or theSIP is not a contract or a guarantee of continued employment. Employment is and always willbe on the basis provided for in your employment agreement, if any. The SOP and the SIP arenot part of your salary and will not be included in calculations of any severance payments thatmay be payable upon termination of employment.

THE SOP

Enrollment in the SOP

You are not subject to tax when you enroll in the SOP (or are offered the opportunity toparticipate in the SOP).

Purchase of Shares

Under the applicable tax laws, which were amended on January 1, 2009 and retroactive toJanuary 1, 2008, you may not be subject to tax because the SOP does not fall within thescope of the amended tax laws. Due to the uncertainty of the tax treatment of sharespurchased under the SOP on or after January 1, 2008, you are strongly advised to seekappropriate professional advice.

Sale of Shares

When you subsequently sell the shares that you purchased under the SOP on or afterJanuary 1, 2010, you will be subject to tax on the gain at the capital gains rate of 10%. Anylosses from the sale of shares purchased on or after January 1, 2010 can be offset againstgains from the same year.

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Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject to a 10%withholding tax on dividends that you receive, even though the dividends paid on the sharesheld in your SOP account are automatically reinvested in HP stock. The dividends will besubject to both Greek withholding tax and to U.S. federal income withholding tax. You maybe entitled to a Greek tax credit for the U.S. withholding taxes paid, provided certainconditions are met.

Withholding and Reporting

Your employer is not required to withhold income tax on the difference (or spread) betweenthe fair market value of the shares on the date of purchase and the purchase price. However,your employer will report the income to the tax authorities. It is your responsibility to pay andreport any taxes due when you sell shares acquired under the SOP and if dividends are paid.

Social Security

Your employer will withhold SSCs, if applicable, when shares are purchased for you under theSOP.

THE SIP (Stock Options, Restricted Stock Units and Performance-based RestrictedUnits)

OPTIONS:

Grant

You will not be subject to tax when the options are granted to you.

Vesting

You will not be subject to tax when your options vest.

Exercise

When you exercise your options, you will be subject to income tax on the difference (orspread) between the fair market value of the shares on the date of grant and the exerciseprice (which amount likely is zero). The spread will be classified as employmentcompensation and will be subject to income tax at your progressive rate. Additionally, you willbe subject to SSCs on the spread to the extent you have not already exceeded yourcontribution ceiling.

Sale of Shares

When you subsequently sell the shares that you acquire under the SIP on or after January 1,2010, you will be subject to tax on the gain at the capital gains rate of 10%. Any losses fromthe sale of shares purchased on or after January 1, 2010 can be offset against gains from thesame year.

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject to a 10%withholding tax on dividends that you receive. The dividends will be subject to both Greekwithholding tax and to U.S. federal income withholding tax. You may be entitled to a Greektax credit for the U.S. withholding taxes paid, provided certain conditions are met.

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Withholding and Reporting

Your employer is not required to withhold income tax on the spread when you exercise youroptions, but will report the income tax. It is your responsibility to pay and report any taxes duewhen you sell shares acquired under the SIP and if dividends are paid.

Social Security

Your employer will withhold SSCs, if applicable, when you exercise your options.

Exchange Controls

You must make a submission to a commercial bank in Greece when you withdraw funds fromany bank operating in Greece and remit the funds out of Greece. For remittances up to€12,500, you only need to provide the information specified on the application form providedby the foreign exchange bank handling the transaction. The submission likely will contain thefollowing information: (1) your name, nationality and address; (2) the purpose of thetransaction (i.e., purchase of shares); (3) the country of destination of the funds (i.e., the U.S.)and recipient bank abroad; (4) the value in foreign exchange and the equivalent in localcurrency; (5) your tax registration number and your competent tax office; and (6) a statementthat the transaction is not aimed at legalizing income deriving from criminal activity. Fortransfers exceeding €12,500, the bank has the discretion to seek additional information fromyou regarding the purpose of the transaction.

RESTRICTED STOCK UNITS:

Grant

You will not be subject to tax when the restricted stock units are granted to you.

Vesting

You will be subject to income tax when the RSUs vest. You likely will be taxed on the fairmarket value of the shares at grant (although this is not entirely certain), or the amount of thecash equivalent payment, as applicable. This amount will be regarded as employmentincome subject to income tax at your progressive rate. Additionally, you likely will be subjectto SSCs when the RSUs vest to the extent you have not exceeded your applicablecontribution ceiling.

Any accumulated dividend equivalents which are released to you with the restricted stockunits at vesting will also be subject to tax.

Sale of Shares

When you subsequently sell the shares that you acquire under the SIP on or after January 1,2010, you will be subject to tax on the gain at the capital gains rate of 10%. Any losses fromthe sale of shares purchased on or after January 1, 2010 can be offset against gains from thesame year.

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject to a 10%withholding tax on dividends that you receive. The dividends will be subject to both Greekwithholding tax and to U.S. federal income withholding tax. You may be entitled to a Greektax credit for the U.S. withholding taxes paid, provided certain conditions are met.

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Withholding and Reporting

Your employer is not required to withhold income tax when you vest in the restricted stockunits, but will report the income tax. It is your responsibility to pay and report any taxes duewhen you sell shares acquired under the SIP and if dividends are paid.

Social Security

Your employer will withhold SSCs, if applicable, when you vest in the restricted stock units.

PERFORMANCE-BASED RESTRICTED UNITS:

Grant

You will not be subject to tax when the performance-based restricted units are granted to you.

Vesting

You will be subject to income tax on the release date. You likely will be taxed on the fairmarket value of the shares at grant (although this is not entirely certain), or the amount of thecash equivalent payment, as applicable. This amount will be regarded as employmentincome subject to income tax at your progressive rate. Additionally, you likely will be subjectto SSCs when the shares are released to the extent you have not exceeded your applicablecontribution ceiling.

Sale of Shares

When you subsequently sell the shares that you acquire under the SIP on or after January 1,2010, you will be subject to tax on the gain at the capital gains rate of 10%. Any losses fromthe sale of shares purchased on or after January 1, 2010 can be offset against gains from thesame year.

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject to a 10%withholding tax on dividends that you receive. The dividends will be subject to both Greekwithholding tax and to U.S. federal income withholding tax. You may be entitled to a Greektax credit for the U.S. withholding taxes paid, provided certain conditions are met.

Withholding and Reporting

Your employer is not required to withhold income tax at the end of the performance periodwhen the shares are released to you, but will report the income tax. It is your responsibility topay and report any taxes due when you sell shares acquired under the SIP and if dividendsare paid.

Social Security

Your employer will withhold SSCs, if applicable, due at the end of the performance periodwhen the shares are released to you.

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HUNGARY TAX CONSEQUENCES

The following is a general summary description of the tax consequences of your participationin the Hewlett-Packard Company Share Ownership Plan (the “SOP”) and the Amended andRestated Hewlett-Packard Company 2004 Stock Incentive Plan (the “SIP”).

This description is based on the tax and other laws concerning equity awards in effect in yourcountry as of March 2010. Such laws are often complex and change frequently. As a result,the information contained in this supplement may be out of date at the time you are grantedan award, acquire shares or sell shares you acquire under the SOP and/or the SIP or receivedividends on such shares.

In addition, this description does not discuss all of the various laws, rules and regulations thatmay apply. It may not apply to your particular tax or financial situation, and Hewlett-PackardCompany (“HP”) is not in a position to assure you of any particular tax result. Accordingly,you are strongly advised to seek appropriate professional advice as to how the tax orother laws in your country apply to your specific situation. You are also advised toseek advice with respect to U.S. inheritance and/or estate taxes as you may be subjectto those with respect to shares acquired under the SOP or the SIP.

If you are a citizen or resident of another country, transfer employment after you are grantedan award, or are considered a resident of another country for local law purposes, theinformation contained in this description may not apply to you.

Note: The particular terms of the SOP or stock options or restricted stock or restricted stockunits or performance-based restricted units granted to you pursuant to the SIP are set forth inthe applicable plan and award agreement (the “Plan Documents”). If there is aninconsistency between the description below and the Plan Documents, the Plan Documentswill govern. As stated in the Plan Documents, the ability to participate in the SOP and/or theSIP is not a contract or a guarantee of continued employment. Employment is and always willbe on the basis provided for in your employment agreement, if any. The SOP and the SIP arenot part of your salary and will not be included in calculations of any severance payments thatmay be payable upon termination of employment.

THE SOP

Enrollment in the SOP

You are not subject to tax when you enroll in the SOP (or are offered the opportunity toparticipate in the SOP).

Purchase of Shares

When shares are purchased, you will be subject to income tax on the difference (or spread)between the fair market value of the shares on the date of purchase and the purchase price.You also will be subject to social insurance contributions on the spread.

Sale of Shares

When you subsequently sell the shares that you purchased under the SOP, any capital gain(i.e., the difference between the sale price and the fair market value of the shares at the timeof purchase) will be subject to capital gains tax. When calculating the gain, the sale pricemust be verified by HP or the broker involved in the transaction.

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Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax on dividends that you receive, even though the dividends paid on the shares heldin your SOP account are automatically reinvested in HP stock. The dividends will be subjectto income tax in Hungary and to U.S. federal income withholding tax. You may be entitled toa Hungarian tax credit for the U.S. withholding taxes paid, provided certain conditions aremet.

Withholding and Reporting

Since the purchase is performed through your employer and your employer reimburses thecosts of the program to HP your employer will withhold and report advance income tax whenshares are purchased for you under the SOP. If the purchase was not performed through youremployer, it would be your responsibility to pay and report the taxes. In this latter case, as faras the payment of tax is concerned, you have to pay and report advance tax every threemonths. (The deadline is the 12th day of the month following the third month of the period inquestion.) It is your responsibility to pay and report any taxes due when you sell sharesacquired under the SOP and if dividends are paid. You should keep all receipts in connectionwith any transaction for five years, as these receipts must be presented to the Hungarian taxauthorities upon request.

Social Security

Since the purchase is performed through your employer, it is your employer’s responsibility towithhold, pay and report social insurance contributions when shares are purchased for youunder the SOP. If the purchase is not performed through your employer, your employer mayundertake, by means of a common declaration with you, to withhold, pay and report socialinsurance contributions when shares are purchased under the SOP. If your employer doesnot make this declaration, it is your responsibility to pay and report social insurancecontributions. You have to report the social insurance contribution in your personal income taxreport. You have to pay the social insurance contribution by the 12th day of the monthfollowing the receipt of your SOP income.

THE SIP (Stock Options, Restricted Stock Units and Performance-based RestrictedUnits)

OPTIONS:

Grant

You will not be subject to tax when the options are granted to you.

Vesting

You will not be subject to tax when your options vest.

Exercise

When you exercise your options, you will be subject to income tax on the difference (orspread) between the fair market value of the shares on the date of exercise and the exerciseprice. You also will be subject to social insurance contributions on the spread.

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Sale of Shares

When you subsequently sell the shares that you acquire under the SIP, any capital gain (i.e.,the difference between the sale price and the fair market value of the shares at the time ofexercise) will be subject to capital gains tax. When calculating the gain, the sale price mustbe verified by HP or the broker involved in the transaction.

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax on dividends that you receive. The dividends will be subject to income tax inHungary and to U.S. federal income withholding tax. You may be entitled to a Hungarian taxcredit for the U.S. withholding taxes paid, provided certain conditions are met.

Withholding and Reporting

If the transaction is performed through your employer, you can require your employer towithhold and report advance income tax when you exercise your options. If the transaction isnot performed through your employer, it is your responsibility to pay and report the advancetaxes. As far as the payment of tax is concerned, you have to pay advance tax every threemonths. (The deadline is the 12th day of month following the third month of the period inquestion.) It is your responsibility to pay and report any taxes due when you sell sharesacquired under the SIP and if dividends are paid. You should keep all receipts in connectionwith any transaction for five years, as these receipts must be presented to the Hungarian taxauthorities upon request.

Social Security

If the transaction is performed through your employer, it is your employer’s responsibility towithhold, pay and report social insurance contributions and unemployment contributions whenyou exercise your options, If the transaction is not performed through your employer, youremployer may undertake by means of a common declaration with you to withhold, pay andreport social insurance contributions on the spread when you exercise your options. If youremployer does not make this declaration, it is your responsibility to pay and report socialinsurance contributions. You have to report the social insurance contribution in your personalincome tax report. You have to pay the social insurance contribution by the 12th day of themonth following the exercise of your options.

RESTRICTED STOCK UNITS:

Grant

You will not be subject to tax when the restricted stock units are granted to you.

Vesting

You will be subject to income tax and social insurance contributions when the restricted stockunits vest. You will be taxed on the fair market value of the shares paid to you on the date ofvesting.

Any accumulated dividend equivalents which are released to you with the restricted stockunits at vesting will also be subject to tax.

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Sale of Shares

When you subsequently sell the shares that you acquire under the SIP, any capital gain (i.e.,the difference between the sale price and the fair market value of the shares at the time ofvesting) will be subject to capital gains tax. When calculating the gain, the sale price must beverified by HP or the broker involved in the transaction.

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax on dividends that you receive. The dividends will be subject to income tax inHungary and to U.S. federal income withholding tax. You may be entitled to a Hungarian taxcredit for the U.S. withholding taxes paid, provided certain conditions are met.

Withholding and Reporting

Since the acquisition of shares is performed through your employer and your employerreimburses the costs of the program to HP, your employer will withhold and report advanceincome tax when shares vest under the SIP. If the vesting of shares were not through youremployer, it would be your responsibility to pay and report the advance taxes. In this lattercase, as far as the payment of tax is concerned, you have to pay advance tax every threemonths. (The deadline is the 12th day of the month following the third month of the period inquestion.) It is your responsibility to pay and report any taxes due when you sell sharesacquired under the SIP and if dividends are paid. You should keep all receipts in connectionwith any transaction for five years, as these receipts must be presented to the Hungarian taxauthorities upon request.

Social Security

If the acquisition of shares is performed through your employer, it is your employer’sresponsibility to withhold, pay and report social insurance contributions and unemploymentcontributions when shares are acquired. If the acquisition of shares is not performed throughyour employer, your employer may undertake by means of a common declaration with you towithhold, pay and report social insurance contributions when shares vest the SIP. If youremployer does not make this declaration, it is your responsibility to pay and report socialinsurance contributions. You have to report the social insurance contribution in your personalincome tax report. You have to pay the social insurance contribution by the 12th day of themonth following the receipt of your SIP income.

PERFORMANCE-BASED RESTRICTED UNITS:

Grant

You will not be subject to tax when the performance-based restricted units are granted to you.

Vesting

You will be subject to income tax and social insurance contributions at the end of theperformance period when the cash value of the shares is released to you. You will be taxedon the amount of cash paid to you on the release date.

Sale of Shares

Due to certain tax requirements in Hungary, your performance-based restricted units will bepaid in cash. Therefore, you will not hold shares.

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Dividends

Due to certain tax requirements in Hungary, your performance-based restricted units will bepaid in cash. Therefore, you will not hold shares and will not be eligible to receive dividends.

Withholding and Reporting

Because the cash value of the shares will be paid through your employer and your employerreimburses the costs of the program to HP, your employer will withhold and report income taxwhen cash is paid to you at the end of the performance period.

Social Security

Because the cash value of the shares will be paid through your employer and your employerreimburses the costs of the program to HP, your employer will withhold and report socialinsurance contributions when cash is paid to you at the end of the performance period.

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IRELAND TAX CONSEQUENCES

The following is a general summary description of the tax consequences of your participationin the Hewlett-Packard Company Share Ownership Plan (the “SOP”) and the Amended andRestated Hewlett-Packard Company 2004 Stock Incentive Plan (the “SIP”).

This description is based on the tax and other laws concerning equity awards in effect in yourcountry as of March 2010. Such laws are often complex and change frequently. As a result,the information contained in this supplement may be out of date at the time you are grantedan award, acquire shares or sell shares you acquire under the SOP and/or the SIP or receivedividends on such shares.

In addition, this description does not discuss all of the various laws, rules and regulations thatmay apply. It may not apply to your particular tax or financial situation, and Hewlett-PackardCompany (“HP”) is not in a position to assure you of any particular tax result. Accordingly,you are strongly advised to seek appropriate professional advice as to how the tax orother laws in your country apply to your specific situation. You are also advised toseek advice with respect to U.S. inheritance and/or estate taxes as you may be subjectto those with respect to shares acquired under the SOP or the SIP.

If you are a citizen or resident of another country, transfer employment after you are grantedan award, or are considered a resident of another country for local law purposes, theinformation contained in this description may not apply to you.

Note: The particular terms of the SOP or stock options or restricted stock or restricted stockunits or performance-based restricted units granted to you pursuant to the SIP are set forth inthe applicable plan and award agreement (the “Plan Documents”). If there is aninconsistency between the description below and the Plan Documents, the Plan Documentswill govern. As stated in the Plan Documents, the ability to participate in the SOP and/or theSIP is not a contract or a guarantee of continued employment. Employment is and always willbe on the basis provided for in your employment agreement, if any. The SOP and the SIP arenot part of your salary and will not be included in calculations of any severance payments thatmay be payable upon termination of employment.

THE SOP

Enrollment in the SOP

You are not subject to tax when you enroll in the SOP (or are offered the opportunity toparticipate in the SOP).

Purchase of Shares

When shares are purchased, you will be subject to income tax on the difference (or spread)between the fair market value of the shares on the date of purchase and the purchase price.Under current law, you will not be subject to social insurance contributions on this amount.

You must pay the tax, on account, to the Collector General at a rate of 41% on the spreadwithin 30 days of purchase. If you are subject to income tax at the standard rate only(currently 20%) because your total taxable income does not exceed the standard ratethreshold (€36,400 for 2010), you may apply to the Irish Inspector of Taxes to pay the tax, onaccount, at the standard rate. The requisite approval must be obtained in advance of payingthe tax.

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Sale of Shares

When you subsequently sell the shares that you purchased under the SOP, any capital gain(i.e., the difference between the sale price and the fair market value of the shares at the timeof purchase, less any expenses incidental to the sale (e.g., broker fees)) will be subject tocapital gains tax to the extent it exceeds your annual exemption.

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax on dividends that you receive, even though the dividends paid on the shares heldin your SOP account are automatically reinvested in HP stock. The dividends will be subjectto income tax in Ireland and to U.S. federal income withholding tax. You may be entitled to anIrish tax credit for the U.S. withholding taxes paid, provided certain conditions are met.

Withholding and Reporting

Your employer is not required to withhold income tax or social insurance contributions whenshares are purchased for you under the SOP. However, your employer will report the grant ofpurchase rights and the purchase of shares under the SOP to the Revenue Commissioners. Itis your responsibility to pay and report any taxes due when you purchase shares under theSOP, when you sell shares acquired under the SOP and if dividends are paid.

Social Security

Your employer will not withhold social insurance contributions when shares are purchased foryou under the SOP.

Director Notification Requirements

If you are a director, shadow director or secretary of an Irish affiliate of HP, you are subject tocertain notification requirements under Section 53 of the Companies Act, 1990. Among theserequirements is an obligation to notify the Irish affiliate in writing when you receive an interest(e.g., purchase rights, options, shares) in HP and the number and class of shares or rights towhich the interest relates. In addition, you must notify the Irish affiliate when you sell suchshares. This notification requirement also applies to any rights or shares acquired by yourspouse or children (under the age of 18).

THE SIP (Stock Options, Restricted Stock Units and Performance-based RestrictedUnits)

OPTIONS:

Grant

You will not be subject to tax when the options are granted to you.

Vesting

You will not be subject to tax when your options vest.

Exercise

When you exercise your options, you will be subject to income tax and income levy on thedifference (or spread) between the fair market value of the shares on the date of exercise and

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the exercise price. Under current law, you will not be subject to social insurance contributionson this amount.

You must pay the tax, on account, to the Collector General at a rate of 41% on the spreadwithin 30 days of purchase. If you are subject to income tax at the standard rate only(currently 20%) because your total taxable income does not exceed the standard ratethreshold (€36,400 for 2010), you may apply to the Irish Inspector of Taxes to pay the tax, onaccount, at the standard rate. The requisite approval must be obtained in advance of payingthe tax.

Sale of Shares

When you subsequently sell the shares that you acquire under the SIP, any capital gain (i.e.,the difference between the sale price and the fair market value of the shares at the time ofexercise, less any expenses incidental to the sale (e.g., broker fees)) will be subject to capitalgains tax to the extent it exceeds your annual exemption.

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax on dividends that you receive. The dividends will be subject to income tax inIreland and to U.S. federal income withholding tax. You may be entitled to an Irish tax creditfor the U.S. withholding taxes paid, provided certain conditions are met.

Withholding and Reporting

Your employer is not required to withhold income tax or social insurance contributions whenyou exercise your options. However, your employer will report the grant and exercise ofoptions to the Revenue Commissioners. It is your responsibility to pay and report any taxesdue when you exercise your options, when you sell shares acquired under the SIP and ifdividends are paid.

Social Security

Your employer will not withhold social insurance contributions when you exercise youroptions.

Director Notification Requirements

If you are a director, shadow director or secretary of an Irish affiliate of HP, you are subject tocertain notification requirements under Section 53 of the Companies Act, 1990. Among theserequirements is an obligation to notify the Irish affiliate in writing when you receive an interest(e.g., purchase rights, options, shares) in HP and the number and class of shares or rights towhich the interest relates. In addition, you must notify the Irish affiliate when you sell suchshares. This notification requirement also applies to any rights or shares acquired by yourspouse or children (under the age of 18).

RESTRICTED STOCK UNITS:

Grant

You will not be subject to tax when the restricted stock units are granted to you.

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Vesting

You will be subject to income tax on the fair market value of the shares when the restrictedstock units vest.

Any accumulated dividend equivalents which are released to you with the restricted stockunits at vesting will also be subject to tax.

Sale of Shares

When you subsequently sell the shares that you acquire under the SIP, any capital gain (i.e.,the difference between the sale price and the fair market value of the shares at the time ofvesting, less any expenses incidental to the sale (e.g., broker fees)) will be subject to capitalgains tax to the extent it exceeds your annual exemption.

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax on dividends that you receive. The dividends will be subject to income tax inIreland and to U.S. federal income withholding tax. You may be entitled to an Irish tax creditfor the U.S. withholding taxes paid, provided certain conditions are met.

Withholding and Reporting

Your employer is not required to withhold income tax or social insurance contributions whenyou vest in the restricted stock units. However, your employer will report the grant and vestingof the restricted stock units to the Revenue Commissioners. It is your responsibility to pay andreport any taxes due when you vest in the restricted stock units, when you sell sharesacquired under the SIP and if dividends are paid.

Social Security

Your employer will not withhold social insurance contributions when your restricted stock unitsvest.

Director Notification Requirements

If you are a director, shadow director or secretary of an Irish affiliate of HP, you are subject tocertain notification requirements under Section 53 of the Companies Act, 1990. Among theserequirements is an obligation to notify the Irish affiliate in writing when you receive an interest(e.g., restricted stock units, purchase rights, options, shares) in HP and the number and classof shares or rights to which the interest relates. In addition, you must notify the Irish affiliatewhen you sell such shares. This notification requirement also applies to any rights or sharesacquired by your spouse or children (under the age of 18).

PERFORMANCE-BASED RESTRICTED UNITS:

Grant

You will not be subject to tax when the performance-based restricted units are granted to you.

Vesting

You will be subject to income tax and income levy on the fair market value of the shares atthe end of the performance period when the shares are released to you.

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Sale of Shares

When you subsequently sell the shares that you acquire under the SIP, any capital gain (i.e.,the difference between the sale price and the fair market value of the shares on the releasedate, less any expenses incidental to the sale (e.g., broker fees)) will be subject to capitalgains tax to the extent it exceeds your annual exemption.

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax on dividends that you receive. The dividends will be subject to income tax inIreland and to U.S. federal income withholding tax. You may be entitled to an Irish tax creditfor the U.S. withholding taxes paid, provided certain conditions are met.

Withholding and Reporting

Your employer is not required to withhold income tax or social insurance contributions whenthe shares are released to you. However, your employer will report the grant of theperformance-based restricted units and the release of shares to the Revenue Commissioners.It is your responsibility to pay and report any taxes due when the shares are released to you,when you sell shares acquired under the SIP and if dividends are paid.

Social Security

Your employer will not withhold social insurance contributions at the end of the performanceperiod when the shares are released to you.

Director Notification Requirements

If you are a director, shadow director or secretary of an Irish affiliate of HP, you are subject tocertain notification requirements under Section 53 of the Companies Act, 1990. Among theserequirements is an obligation to notify the Irish affiliate in writing when you receive an interest(e.g., performance-based restricted units, restricted stock units, purchase rights, options,shares) in HP and the number and class of shares or rights to which the interest relates. Inaddition, you must notify the Irish affiliate when you sell such shares. This notificationrequirement also applies to any rights or shares acquired by your spouse or children (underthe age of 18).

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ITALY TAX CONSEQUENCES

The following is a general summary description of the tax consequences of your participationin the Hewlett-Packard Company Share Ownership Plan (the “SOP”) and the Amended andRestated Hewlett-Packard Company 2004 Stock Incentive Plan (the “SIP”).

This description is based on the tax and other laws concerning equity awards in effect in yourcountry as of March 2010. Such laws are often complex and change frequently. As a result,the information contained in this supplement may be out of date at the time you are grantedan award, acquire shares or sell shares you acquire under the SOP and/or the SIP or receivedividends on such shares.

In addition, this description does not discuss all of the various laws, rules and regulations thatmay apply. It may not apply to your particular tax or financial situation, and Hewlett-PackardCompany (“HP”) is not in a position to assure you of any particular tax result. Accordingly,you are strongly advised to seek appropriate professional advice as to how the tax orother laws in your country apply to your specific situation. You are also advised toseek advice with respect to U.S. inheritance and/or estate taxes as you may be subjectto those with respect to shares acquired under the SOP or the SIP.

If you are a citizen or resident of another country, transfer employment after you are grantedan award, or are considered a resident of another country for local law purposes, theinformation contained in this description may not apply to you.

Note: The particular terms of the SOP or stock options or restricted stock or restricted stockunits or performance-based restricted units granted to you pursuant to the SIP are set forth inthe applicable plan and award agreement (the “Plan Documents”). If there is aninconsistency between the description below and the Plan Documents, the Plan Documentswill govern. As stated in the Plan Documents, the ability to participate in the SOP and/or theSIP is not a contract or a guarantee of continued employment. Employment is and always willbe on the basis provided for in your employment agreement, if any. The SOP and the SIP arenot part of your salary and will not be included in calculations of any severance payments thatmay be payable upon termination of employment.

THE SOP

Enrollment in the SOP

You are not subject to tax when you enroll in the SOP (or are offered the opportunity toparticipate in the SOP).

Purchase of Shares

When shares are purchased, you will be subject to income tax on the difference (or spread)between the purchase price and the average price of the shares in the month preceding thedate of purchase. Tax will be due on this amount unless a tax exemption applies. A taxexemption is likely to apply where the shares are held by you for at least three years from thedate of purchase. Where the exemption applies, up to €2,065 of the spread will not besubject to income tax. You will be subject to social insurance contributions on the discountonly if the €2,065 exemption does not apply.

Note that if you sell the shares purchased under the SOP before the three-year holding periodexpires, the previously exempted amount will become subject to income tax (and possiblysocial insurance contributions) in the year of sale. Please consult with your tax advisor forfurther details.

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Sale of Shares

When you subsequently sell the shares that you acquire under the SOP, you will be subject tocapital gains tax at a 12.5% rate1 on any gain as described below:

(i) if the spread at purchase is totally exempt from employment income taxbecause an exemption applied, the taxable capital gain is the differencebetween the sale price of the shares and the actual purchase price paid atthe time of the purchase;

(ii) if the spread at purchase is partially exempt from employment income tax(i.e., in case of sale after the three-year holding period is met), the taxablecapital gain is the difference between the sale price and the sum of thepurchase price and the amount subject to taxation as employment income(i.e., the sum of the purchase price and the portion of the spread exceeding€2,065); or

(iii) if the spread at purchase is taxed entirely as employment income (i.e., incase no exemption was available or in case of sale to your employer or to HPduring the three-year holding period), the taxable capital gain is the differencebetween the sale price and the sum of the purchase price and the entirespread already subject to taxation as employment income.

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject to a12.5% withholding tax in Italy on any dividends that you receive2, even though the dividendspaid on the shares held in your SOP account are automatically reinvested in HP stock. Thedividends will be subject to income tax in Italy and to U.S. federal income withholding tax.You may be entitled to an Italian tax credit for the U.S. withholding taxes paid, providedcertain conditions are met.

Withholding and Reporting

Your employer will withhold income tax when shares are purchased for you under the SOP, tothe extent the €2,065 exemption does not apply. If you sell your shares to HP or before thethree-year holding period expires, you are responsible for notifying your employer of the sale.It is your responsibility to pay and report any taxes due when you sell shares acquired underthe SOP and if dividends are paid and Italian withholding tax has not been applied to suchdividends.

Social Security

Your employer will not withhold social insurance contributions when shares are purchased foryou under the SOP to the extent the €2,065 exemption applies.

1 The 12.5% rate applies to a “non-qualified shareholding”. A shareholding will be a “non-qualified shareholding” if the shares represent 2% or less of the voting rights and 5% orless of the outstanding shares of HP, which will be the case with your shares.

2 Provided that the underlying shares represent a “non-qualified” shareholding. Thewithholding tax rate for dividends is 12.5%.

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Exchange Controls

Exchange control reporting is required if you transfer cash or shares to or from Italy in excessof €10,000 or the equivalent amount in U.S. dollars. If the payment is made through anauthorized broker resident in Italy, the broker will comply with the reporting obligation. Inaddition, you will have exchange control reporting obligations if you have any foreigninvestment (including stock) held outside Italy in excess of €10,000. The reporting must bedone on your individual tax return.

THE SIP (Stock Options, Restricted Stock Units and Performance-based RestrictedUnits)

OPTIONS:

Grant

You will not be subject to tax when the options are granted to you.

Vesting

You will not be subject to tax when your options vest.

Exercise and Sale of Shares

Please note that the tax treatment of stock options in Italy has changed as of July 4, 2006.The tax treatment depends on when your stock options were granted. For your information,the following is a summary of the relevant tax treatment:

Options Granted Between January 1, 1998 and (Including) January 15, 2000 andExercised/Sold Either Before or After July 4, 2006:

These stock options may be tax-exempt if newly-issued shares (instead of treasury shares)are used to satisfy the option exercises. HP currently uses newly issued shares for all optionexercises.

Under the newly-issued share exemption, you are not subject to income tax at the time ofexercise. You will be subject to tax at the capital gains tax rate when you sell the shares onthe difference between the exercise price and the sale proceeds.

All Other Options:

You will be subject to income tax upon exercise/sale on the spread (i.e., the differencebetween the exercise price and the fair market value of the shares at exercise as definedunder Italian tax law3).

3 Fair market value under Italian tax law is defined as the average price of the stock overthe month preceding the date in question.

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Capital Gains Tax. You will be subject to capital gains tax at a 12.5% rate4 only if the saleprice on the date of exercise/sale is greater than the fair market value of the shares atexercise (as defined under Italian tax law).

Social Insurance Contributions

Options exercised on or after June 25, 2008 are no longer subject to social insurancecontributions on the spread at the time of exercise/sale.

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject to a12.5% withholding tax in Italy on any dividends that you receive5. The dividends will besubject to income tax in Italy and to U.S. federal income withholding tax. You may be entitledto an Italian tax credit for the U.S. withholding taxes paid, provided certain conditions are met.

Withholding and Reporting

Your employer will report and withhold income tax and social insurance contributions whenyou exercise your options if tax is due. You are responsible for reporting and paying any taxdue from the sale of shares or receipt of any dividends.

Social Security

Your employer will not withhold social insurance contributions when you exercise youroptions.

Exchange Controls

Exchange control reporting is required if you transfer cash or shares to or from Italy in excessof €10,000 or the equivalent amount in U.S. dollars. If the payment is made through anauthorized broker resident in Italy, the broker will comply with the reporting obligation. Inaddition, you will have exchange control reporting obligations if you have any foreigninvestment (including stock) held outside Italy in excess of €10,000. The reporting must bedone on your individual tax return.

RESTRICTED STOCK UNITS:

Grant

You will not be subject to tax when the restricted stock units are granted to you.

4 The 12.5% rate applies to a “non-qualified shareholding”. A shareholding will be a “non-qualified shareholding” if the shares represent 2% or less of the voting rights and 5% orless of the outstanding shares of HP, which will be the case with your shares.

5 Provided that the underlying shares represent a “non-qualified” shareholding. Thewithholding tax rate for dividends is 12.5%.

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Vesting

You will be subject to income tax and social insurance contributions when the restricted stockunits vest. You will be taxed on the fair market value of the shares as defined under Italiantax law6 paid to you on the date of vesting.

For restricted stock units settled in shares, which are not offered to the generality ofemployees, the social insurance exemption discussed under Options above (effective June25, 2008) may apply.

Any accumulated dividend equivalents which are released to you with the restricted stockunits at vesting will also be subject to tax.

Sale of Shares

When you subsequently sell the shares that you acquire under the SIP, any capital gain willbe subject to capital gains tax at a rate of 12.5%. The gain will be calculated as the differencebetween the sale price and the value of the shares that have already been taxed asemployment income at vesting.

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject to a12.5% withholding tax in Italy on any dividends that you receive7. The dividends will besubject to income tax in Italy and to U.S. federal income withholding tax. You may be entitledto an Italian tax credit for the U.S. withholding taxes paid, provided certain conditions are met.

Withholding and Reporting

Your employer will withhold and report income tax when you vest in the restricted stock units.It is your responsibility to pay and report any taxes due when you sell shares acquired underthe SIP and if dividends are paid.

Social Security

Your employer will withhold social insurance contributions when you vest in the restrictedstock units unless an exemption applies.

Exchange Controls

Exchange control reporting is required if you transfer cash or shares to or from Italy in excessof €10,000 or the equivalent amount in U.S. dollars. If the payment is made through anauthorized broker resident in Italy, the broker will comply with the reporting obligation. Inaddition, you will have exchange control reporting obligations if you have any foreigninvestment (including stock) held outside Italy in excess of €10,000. The reporting must bedone on your individual tax return.

6 Fair market value under Italian tax law is defined as the average price of a share over themonth preceding the date in question.

7 Provided that the underlying shares represent a “non-qualified” shareholding. Thewithholding tax rate for dividends is 12.5%.

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PERFORMANCE-BASED RESTRICTED UNITS:

Grant

You will not be subject to tax when the performance-based restricted units are granted to you.

Vesting

You will be subject to income tax and social insurance contributions at the end of theperformance period when the shares are released to you. You will be taxed on the fairmarket value of the shares, as defined under Italian tax law8 on the release date.

For performance-based restricted units settled in shares, which are not offered to thegenerality of employees, the social insurance exemption discussed under Options above(effective June 25, 2008) may apply.

Sale of Shares

When you subsequently sell the shares that you acquire under the SIP, any capital gain willbe subject to capital gains tax at a rate of 12.5%9. The gain will be calculated as thedifference between the sale price and the value of the shares that have already been taxed asemployment income at release.

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject to a12.5% withholding tax in Italy on any dividends that you receive10. The dividends will besubject to income tax in Italy and to U.S. federal income withholding tax. You may be entitledto an Italian tax credit for the U.S. withholding taxes paid, provided certain conditions are met.

Withholding and Reporting

Your employer will withhold income tax at the end of the performance period when the sharesare released to you. It is your responsibility to pay and report any taxes due when you sellshares acquired under the SIP and if dividends are paid.

Social Security

Your employer will withhold social insurance contributions at the end of the performanceperiod when the shares are released to you unless an exemption applies.

Exchange Controls

Exchange control reporting is required if you transfer cash or shares to or from Italy in excessof €10,000 or the equivalent amount in U.S. dollars. If the payment is made through anauthorized broker resident in Italy, the broker will comply with the reporting obligation. In

8 Fair market value under Italian tax law is defined as the average price of a share over themonth preceding the date in question.

9 Provided that the underlying shares represent a “non-qualified” shareholding. Thewithholding tax rate for dividends is 12.5%.

10 Provided that the underlying shares represent a “non-qualified” shareholding. Thewithholding tax rate for dividends is 12.5%.

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addition, you will have exchange control reporting obligations if you have any foreigninvestment (including stock) held outside Italy in excess of €10,000. The reporting must bedone on your individual tax return.

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LATVIA TAX CONSEQUENCES

The following is a general summary description of the tax consequences of your participationin the Hewlett-Packard Company Share Ownership Plan (the “SOP”) and the Amended andRestated Hewlett-Packard Company 2004 Stock Incentive Plan (the “SIP”).

This description is based on the tax and other laws concerning equity awards in effect in yourcountry as of March 2010. Such laws are often complex and change frequently. As a result,the information contained in this supplement may be out of date at the time you are grantedan award, acquire shares or sell shares you acquire under the SOP and/or the SIP or receivedividends on such shares.

In addition, this description does not discuss all of the various laws, rules and regulations thatmay apply. It may not apply to your particular tax or financial situation, and Hewlett-PackardCompany (“HP”) is not in a position to assure you of any particular tax result. Accordingly,you are strongly advised to seek appropriate professional advice as to how the tax orother laws in your country apply to your specific situation. You are also advised toseek advice with respect to U.S. inheritance and/or estate taxes as you may be subjectto those with respect to shares acquired under the SOP or the SIP.

If you are a citizen or resident of another country, transfer employment after you are grantedan award, or are considered a resident of another country for local law purposes, theinformation contained in this description may not apply to you.

Note: The particular terms of the SOP or stock options or restricted stock or restricted stockunits or performance-based restricted units granted to you pursuant to the SIP are set forth inthe applicable plan and award agreement (the “Plan Documents”). If there is aninconsistency between the description below and the Plan Documents, the Plan Documentswill govern. As stated in the Plan Documents, the ability to participate in the SOP and/or theSIP is not a contract or a guarantee of continued employment. Employment is and always willbe on the basis provided for in your employment agreement, if any. The SOP and the SIP arenot part of your salary and will not be included in calculations of any severance payments thatmay be payable upon termination of employment.

THE SOP

Enrollment in the SOP

You are not subject to tax when you enroll in the SOP (or are offered the opportunity toparticipate in the SOP).

Purchase of Shares

When shares are purchased, you will be subject to income tax on the difference (or spread)between the fair market value of the shares on the date of purchase and the purchase price.You also will be subject to social insurance contributions on the spread.

Sale of Shares

When you subsequently sell the shares that you purchased under the SOP, any capital gain(i.e., the difference between the sale price and the fair market value of the shares at the timeof purchase plus any expenses incidental to the purchase (e.g., broker fees)) will be subjectto capital gains tax.

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Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax on dividends that you receive, even though the dividends paid on the shares heldin your SOP account are automatically reinvested in HP stock. The dividends will be subjectto income tax in Latvia and to U.S. federal income withholding tax. You may be entitled to aLatvian tax credit for the U.S. withholding taxes paid, provided certain conditions are met.

Withholding and Reporting

Your employer will withhold income tax when shares are purchased for you under the SOP. Itis your responsibility to pay and report any taxes due when you sell shares acquired underthe SOP and if dividends are paid.

Social Security

Your employer will withhold social insurance contributions when shares are purchased for youunder the SOP.

THE SIP (Stock Options, Restricted Stock Units and Performance-based RestrictedUnits)

OPTIONS:

Grant

You will not be subject to tax when the options are granted to you.

Vesting

You will not be subject to tax when your options vest.

Exercise

When you exercise your options, you will likely be subject to income tax on the difference (orspread) between the fair market value of the shares on the date of exercise and the exerciseprice. You also will be subject to social insurance contributions on the spread.

Sale of Shares

When you subsequently sell the shares that you acquired under the SIP, any capital gain (i.e.,the difference between the sale price and the fair market value of the shares at the time ofexercise plus any expenses incidental to the exercise (e.g., broker fees)) will be subject tocapital gains tax.

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax on dividends that you receive. The dividends will be subject to income tax inLatvia and to U.S. federal income withholding tax. You may be entitled to a Latvian tax creditfor the U.S. withholding taxes paid, provided certain conditions are met.

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Withholding and Reporting

Your employer will withhold income tax when you exercise your options. It is yourresponsibility to pay and report any taxes due when you sell shares acquired under the SIPand if dividends are paid.

Social Security

Your employer will withhold social insurance contributions when you exercise your options.

RESTRICTED STOCK UNITS:

Grant

You will not be subject to tax when the restricted stock units are granted to you.

Vesting

You will likely be subject to income tax and social insurance contributions when the restrictedstock units vest. You will be taxed on the fair market value of the shares paid to you on thedate of vesting.

Any accumulated dividend equivalents which are released to you with the restricted stockunits at vesting will also likely be subject to tax.

Sale of Shares

When you subsequently sell the shares that you acquired under the SIP, any capital gain (i.e.,the difference between the sale price and the fair market value of the shares at the time ofexercise plus any expenses incidental to the exercise (e.g., broker fees)) will be subject tocapital gains tax.

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax on dividends that you receive. The dividends will be subject to income tax inLatvia and to U.S. federal income withholding tax. You may be entitled to a Latvian tax creditfor the U.S. withholding taxes paid, provided certain conditions are met.

Withholding and Reporting

Your employer will withhold income tax when you vest in the restricted stock units. It is yourresponsibility to pay and report any taxes due when you sell shares acquired under the SIPand if dividends are paid.

Social Security

Your employer will withhold social insurance contributions when you vest in the restrictedstock units.

PERFORMANCE-BASED RESTRICTED UNITS:

Grant

You will not be subject to tax when the performance-based restricted units are granted to you.

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Vesting

You will likely be subject to income tax and social insurance contributions at the end of theperformance period when the shares are released to you. You will be taxed on the fairmarket value of the shares on the release date.

Sale of Shares

When you subsequently sell the shares that you acquired under the SIP, any capital gain (i.e.,the difference between the sale price and the fair market value of the shares at the time ofexercise plus any expenses incidental to the exercise (e.g., broker fees)) will be subject tocapital gains tax.

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax on dividends that you receive. The dividends will be subject to income tax inLatvia and to U.S. federal income withholding tax. You may be entitled to a Latvian tax creditfor the U.S. withholding taxes paid, provided certain conditions are met.

Withholding and Reporting

Your employer will withhold income tax at the end of the performance period when the sharesare released to you. It is your responsibility to pay and report any taxes due when you sellshares acquired under the SIP and if dividends are paid.

Social Security

Your employer will withhold social insurance contributions at the end of the performanceperiod when the shares are released to you.

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LITHUANIA TAX CONSEQUENCES

The following is a general summary description of the tax consequences of your participationin the Hewlett-Packard Company Share Ownership Plan (the “SOP”) and the Amended andRestated Hewlett-Packard Company 2004 Stock Incentive Plan (the “SIP”).

This description is based on the tax and other laws concerning equity awards in effect in yourcountry as of March 2010. Such laws are often complex and change frequently. As a result,the information contained in this supplement may be out of date at the time you are grantedan award, acquire shares or sell shares you acquire under the SOP and/or the SIP or receivedividends on such shares.

In addition, this description does not discuss all of the various laws, rules and regulations thatmay apply. It may not apply to your particular tax or financial situation, and Hewlett-PackardCompany (“HP”) is not in a position to assure you of any particular tax result. Accordingly,you are strongly advised to seek appropriate professional advice as to how the tax orother laws in your country apply to your specific situation. You are also advised toseek advice with respect to U.S. inheritance and/or estate taxes as you may be subjectto those with respect to shares acquired under the SOP or the SIP.

If you are a citizen or resident of another country, transfer employment after you are grantedan award, or are considered a resident of another country for local law purposes, theinformation contained in this description may not apply to you.

Note: The particular terms of the SOP or stock options or restricted stock or restricted stockunits or performance-based restricted units granted to you pursuant to the SIP are set forth inthe applicable plan and award agreement (the “Plan Documents”). If there is aninconsistency between the description below and the Plan Documents, the Plan Documentswill govern. As stated in the Plan Documents, the ability to participate in the SOP and/or theSIP is not a contract or a guarantee of continued employment. Employment is and always willbe on the basis provided for in your employment agreement, if any. The SOP and the SIP arenot part of your salary and will not be included in calculations of any severance payments thatmay be payable upon termination of employment.

THE SOP

Enrollment in the SOP

You are not subject to tax when you enroll in the SOP (or are offered the opportunity toparticipate in the SOP).

Purchase of Shares

When shares are purchased, you will be subject to income tax on the difference (or spread)between the fair market value of the shares on the date of purchase and the purchase price.However, you will not be be subject to social insurance contributions or health insurancecontributions on the spread.

Sale of Shares

When you subsequently sell the shares that you purchased under the SOP, you will not besubject to income tax and health insurance contributions on the gain provided that you holdthe shares for at least 366 days. If you sell your shares less than 366 days after purchaseyou will be subject to capital gains tax on the difference between the sale price of the sharesand the fair market value of the shares on the purchase date.

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Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax on dividends that you receive, even though the dividends paid on the shares heldin your SOP account are automatically reinvested in HP stock. The dividends will be subjectto income tax in Lithuania and to U.S. federal income withholding tax. You may be entitled toa Lithuanian tax credit for the U.S. withholding taxes paid, provided certain conditions aremet.

Withholding and Reporting

Your employer is not required to withhold or report income tax when shares are purchased foryou under the SOP. It is your responsibility to pay and report any taxes due when youpurchase shares under the SOP, when you sell shares acquired under the SOP and ifdividends are paid.

Social Security

Your employer will not withhold social insurance contributions or health insurancecontributions when shares are purchased for you under the SOP.

THE SIP (Stock Options, Restricted Stock Units and Performance-based RestrictedUnits)

OPTIONS:

Grant

You will not be subject to tax when the options are granted to you.

Vesting

You will not be subject to tax when your options vest.

Exercise

When you exercise your options, you will be subject to income tax on the difference (orspread) between the fair market value of the shares on the date of exercise and the exerciseprice. However, you will not be subject to social insurance contributions or health insurancecontributions on the spread.

Sale of Shares

When you subsequently sell the shares that you acquire under the SIP, you will not be subjectto income tax and health insurance contributions on the gain provided that you hold theshares for at least 366 days. If you sell your shares less than 366 days after exercise, youwill be subject to capital gains tax on the difference between the sale price of the shares andthe fair market value of shares on the date of exercise.

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax and health insurance contributions on dividends that you receive. The dividendswill be subject to income tax and health insurance contributions in Lithuania and to U.S.federal income withholding tax. You may be entitled to a Lithuanian tax credit for the U.S.withholding taxes paid, provided certain conditions are met.

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Withholding and Reporting

Your employer is not required to withhold or report income tax when you exercise youroptions. It is your responsibility to pay and report any taxes due when you exercise youroptions, when you sell shares acquired under the SIP and if dividends are paid.

Social Security

Your employer will not withhold social insurance contributions or health insurancecontributions when you exercise your options.

RESTRICTED STOCK UNITS:

Grant

You will not be subject to tax when the restricted stock units are granted to you.

Vesting

You will be subject to income tax when the restricted stock units vest on the fair market valueof the shares at vesting. However, you will not be subject to social insurance contributions orhealth insurance contributions on the fair market value of the shares at vesting.

Sale of Shares

When you subsequently sell the shares that you acquire under the SIP, you will not be subjectto income tax and health insurance contributions on the gain provided that you hold theshares for at least 366 days. If you sell your shares less than 366 days after acquisition, youwill be subject to capital gains tax on the difference between the sale price of the shares andthe fair market value of shares on the date of acquisition.

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax and health insurance contributions on dividends that you receive. The dividendswill be subject to income tax and health insurance contributions in Lithuania and to U.S.federal income withholding tax. You may be entitled to a Lithuanian tax credit for the U.S.withholding taxes paid, provided certain conditions are met.

Withholding and Reporting

Your employer is not required to withhold or report income tax when you vest in the restrictedstock units. It is your responsibility to pay and report any taxes due when you vest in therestricted stock units, when you sell shares acquired under the SIP and if dividends are paid.

Social Security

Your employer will not withhold social insurance contributions or health insurancecontributions when you vest in the restricted stock units.

PERFORMANCE-BASED RESTRICTED UNITS:

Grant

You will not be subject to tax when the performance-based restricted units are granted to you.

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Vesting

You will be subject to income tax at the end of the performance period when the shares arereleased to you. You will be taxed on the fair market value of the shares on the release date.However, you will not be subject to social insurance contributions or health insurancecontributions on the release date.

Sale of Shares

When you subsequently sell the shares that you acquire under the SIP, you will not be subjectto income tax and health insurance contributions on the gain provided that you hold theshares for at least 366 days. If you sell your shares less than 366 days after acquisition, youwill be subject to capital gains tax on the difference between the sale price of the shares andthe fair market value of shares on the date the shares are released to you.

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax and health insurance contributions on dividends that you receive. The dividendswill be subject to income tax and health insurance contributions in Lithuania and to U.S.federal income withholding tax. You may be entitled to a Lithuanian tax credit for the U.S.withholding taxes paid, provided certain conditions are met.

Withholding and Reporting

Your employer is not required to withhold or report income tax at the end of the performanceperiod when the shares are released to you. It is your responsibility to pay and report anytaxes due at the end of the performance period when the shares are released to you, whenyou sell shares acquired under the SIP and if dividends are paid.

Social Security

Your employer will not withhold social insurance contributions and health insurancecontributions at the end of the performance period when the shares are released to you.

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LUXEMBOURG TAX CONSEQUENCES

The following is a general summary description of the tax consequences of your participationin the Hewlett-Packard Company Share Ownership Plan (the “SOP”) and the Amended andRestated Hewlett-Packard Company 2004 Stock Incentive Plan (the “SIP”).

This description is based on the tax and other laws concerning equity awards in effect in yourcountry as of March 2010. Such laws are often complex and change frequently. As a result,the information contained in this supplement may be out of date at the time you are grantedan award, acquire shares or sell shares you acquire under the SOP and/or the SIP or receivedividends on such shares.

In addition, this description does not discuss all of the various laws, rules and regulations thatmay apply. It may not apply to your particular tax or financial situation, and Hewlett-PackardCompany (“HP”) is not in a position to assure you of any particular tax result. Accordingly,you are strongly advised to seek appropriate professional advice as to how the tax orother laws in your country apply to your specific situation. You are also advised toseek advice with respect to U.S. inheritance and/or estate taxes as you may be subjectto those with respect to shares acquired under the SOP or the SIP.

If you are a citizen or resident of another country, transfer employment after you are grantedan award, or are considered a resident of another country for local law purposes, theinformation contained in this description may not apply to you.

Note: The particular terms of the SOP or stock options or restricted stock or restricted stockunits or performance-based restricted units granted to you pursuant to the SIP are set forth inthe applicable plan and award agreement (the “Plan Documents”). If there is aninconsistency between the description below and the Plan Documents, the Plan Documentswill govern. As stated in the Plan Documents, the ability to participate in the SOP and/or theSIP is not a contract or a guarantee of continued employment. Employment is and always willbe on the basis provided for in your employment agreement, if any. The SOP and the SIP arenot part of your salary and will not be included in calculations of any severance payments thatmay be payable upon termination of employment.

THE SOP

Enrollment in the SOP

You are not subject to tax when you enroll in the SOP (or are offered the opportunity toparticipate in the SOP).

Purchase of Shares

When shares are purchased, you will be subject to income tax on the difference (or spread)between the fair market value of the shares on the date of purchase and the purchase price.You also will be subject to social insurance contributions on the spread (to the extent youhave not exceeded the applicable contributions ceiling).

Sale of Shares

When you subsequently sell the shares that you purchased under the SOP within six monthsfollowing their acquisition, any capital gain (i.e., the difference between the sale price and thefair market value of the shares at the time of purchase) will be subject to capital gains tax.

The capital gains you realize are not subject to tax if the shares are sold or disposed of morethan six months after their acquisition (assuming that your holding does not qualify as being a

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substantial holding11). If the aggregate capital gains realized within the same calendar year donot exceed €500, the capital gain may be tax-exempt, provided that certain conditions aremet.

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax on dividends that you receive, even though the dividends paid on the shares heldin your SOP account are automatically reinvested in HP stock. The dividends will be subjectto income tax in Luxembourg and to U.S. federal income withholding tax. In Luxembourg, youwill only be required to pay tax on one-half of the amount you receive. You may be entitled toa Luxembourg tax credit for the U.S. withholding taxes paid, provided certain conditions aremet.

Withholding and Reporting

Your employer will withhold income tax when shares are purchased for you under the SOP. Itis your responsibility to pay and report any taxes due when you sell shares acquired underthe SOP and if dividends are paid.

Social Security

Your employer will withhold social insurance contributions (to the extent that you have notexceeded your applicable ceiling for social insurance contributions) when shares arepurchased for you under the SOP.

Exchange Control

You must report any outward and inward remittance of funds to the Banque Central deLuxembourg and/or the Service Central de La Statistique et des Études Économiques withinfifteen working days following the month during which the transaction occurred. If aLuxembourg financial institution is involved in the transaction, it will generally fulfill thereporting obligation on your behalf; otherwise you will have to report the transaction yourself.

11 A participation is deemed to be substantial where the non-resident corporate or individualshareholder holds, in the case of an individual shareholder, either alone or together withhis or her spouse, his or her partner and/or minor children, directly or indirectly at anytime within the 5 years preceding the transfer, more than 10% of the share capital of thecompany whose shares are transferred. The holding of a participation through acompany of which the shareholder holds the majority of voting rights is considered as anindirect participation.

Further, a participation is deemed to be substantial if the shareholder had acquired thesaid participation free of charge within 5 years preceding the transfer and that theprevious owner, or owners in case of successive transfers free of charge within the same5 year period, was (were) deemed to hold a substantial participation.

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THE SIP (Stock Options, Restricted Stock Units and Performance-based RestrictedUnits)

OPTIONS:

Grant

You will not be subject to tax when the options are granted to you.

Vesting

You will not be subject to tax when your options vest.

Exercise

When you exercise your options, you will be subject to income tax on the difference (orspread) between the fair market value of the shares on the date of exercise and the exerciseprice. You also will be subject to social insurance contributions on the spread (to the extentyou have not exceeded the applicable contributions ceiling).

Sale of Shares

When you subsequently sell the shares that you acquire under the SIP within six monthsfollowing their acquisition, any capital gain (i.e., the difference between the sale price and thefair market value of the shares at the time of purchase) will be subject to capital gains tax.

The capital gains you realize are not subject to tax if the shares are sold or disposed of morethan six months after their acquisition (assuming that your holding does not qualify as being asubstantial holding12). If the aggregate capital gains realized within the same calendar year donot exceed €500, the capital gain may be tax-exempt, provided that certain conditions aremet.

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax on dividends that you receive. The dividends will be subject to income tax inLuxembourg and to U.S. federal income withholding tax. In Luxembourg, you will only berequired to pay tax on one-half of the amount you receive. You may be entitled to aLuxembourg tax credit for the U.S. withholding taxes paid, provided certain conditions aremet.

12 A participation is deemed to be substantial where the non-resident corporate or individualshareholder holds, in the case of an individual shareholder, either alone or together withhis or her spouse, his or her partner and/or minor children, directly or indirectly at anytime within the 5 years preceding the transfer, more than 10% of the share capital of thecompany whose shares are transferred. The holding of a participation through acompany of which the shareholder holds the majority of voting rights is considered as anindirect participation.

Further, a participation is deemed to be substantial if the shareholder had acquired thesaid participation free of charge within 5 years preceding the transfer and that theprevious owner, or owners in case of successive transfers free of charge within the same5 year period, was (were) deemed to hold a substantial participation.

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Withholding and Reporting

Your employer will withhold income tax when you exercise your options. It is yourresponsibility to pay and report any taxes due when you sell shares acquired under the SIPand if dividends are paid.

Social Security

Your employer will withhold social insurance contributions (to the extent that you have notexceeded your applicable ceiling for social insurance contributions) when you exercise youroptions.

Exchange Controls

You must report any outward and inward remittance of funds to the Banque Central deLuxembourg and/or the Service Central de La Statistique et des Études Économiques withinfifteen working days following the month during which the transaction occurred. If aLuxembourg financial institution is involved in the transaction, it will generally fulfill thereporting obligation on your behalf; otherwise you will have to report the transaction yourself.

RESTRICTED STOCK UNITS:

Grant

You will not be subject to tax when the restricted stock units are granted to you.

Vesting

You will be subject to income tax and social insurance contributions (to the extent you havenot exceeded the applicable contributions ceiling) when the restricted stock units vest. Youwill be taxed on the fair market value of the shares paid to you on the date of vesting.

Any accumulated dividend equivalents which are released to you with the restricted stockunits at vesting will also be subject to tax.

Sale of Shares

When you subsequently sell the shares that you acquire under the SIP within six monthsfollowing their acquisition, any capital gain (i.e., the difference between the sale price and thefair market value of the shares at the time of purchase) will be subject to capital gains tax.

The capital gains you realize are not subject to tax if the shares are sold or disposed of morethan six months after their acquisition (assuming that your holding does not qualify as being asubstantial holding13). If the aggregate capital gains realized within the same calendar year do

13 A participation is deemed to be substantial where the non-resident corporate or individualshareholder holds, in the case of an individual shareholder, either alone or together withhis or her spouse, his or her partner and/or minor children, directly or indirectly at anytime within the 5 years preceding the transfer, more than 10% of the share capital of thecompany whose shares are transferred. The holding of a participation through acompany of which the shareholder holds the majority of voting rights is considered as anindirect participation.

Further, a participation is deemed to be substantial if the shareholder had acquired thesaid participation free of charge within 5 years preceding the transfer and that the

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not exceed €500, the capital gain may be tax-exempt, provided that certain conditions aremet.

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax on dividends that you receive. The dividends will be subject to income tax inLuxembourg and to U.S. federal income withholding tax. In Luxembourg, you will only berequired to pay tax on one-half of the amount you receive. You may be entitled to aLuxembourg tax credit for the U.S. withholding taxes paid, provided certain conditions aremet.

Withholding and Reporting

Your employer will withhold income tax when you vest in the restricted stock units. It is yourresponsibility to pay and report any taxes due when you sell shares acquired under the SIPand if dividends are paid.

Social Security

Your employer will withhold social insurance contributions (to the extent that you have notexceeded your applicable ceiling for social insurance contributions) when you vest in therestricted stock units.

Exchange Controls

You must report any outward and inward remittance of funds to the Banque Central deLuxembourg and/or the Service Central de La Statistique et des Études Économiques withinfifteen working days following the month during which the transaction occurred. If aLuxembourg financial institution is involved in the transaction, it will generally fulfill thereporting obligation on your behalf; otherwise you will have to report the transaction yourself.

PERFORMANCE-BASED RESTRICTED UNITS:

Grant

You will not be subject to tax when the performance-based restricted units are granted to you.

Vesting

You will be subject to income tax and social insurance contributions (to the extent you havenot exceeded the applicable contributions ceiling) at the end of the performance period whenthe shares are released to you. You will be taxed on the fair market value of the shares onthe release date.

Sale of Shares

When you subsequently sell the shares that you acquire under the SIP within six monthsfollowing their acquisition, any capital gain (i.e., the difference between the sale price and thefair market value of the shares at the time of purchase) will be subject to capital gains tax.

previous owner, or owners in case of successive transfers free of charge within the same5 year period, was (were) deemed to hold a substantial participation.

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The capital gains you realize are not subject to tax if the shares are sold or disposed of morethan six months after their acquisition (assuming that your holding does not qualify as being asubstantial holding14). If the aggregate capital gains realized within the same calendar year donot exceed €500, the capital gain may be tax-exempt, provided that certain conditions aremet.

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax on dividends that you receive. The dividends will be subject to income tax inLuxembourg and to U.S. federal income withholding tax. In Luxembourg, you will only berequired to pay tax on one-half of the amount you receive. You may be entitled to aLuxembourg tax credit for the U.S. withholding taxes paid, provided certain conditions aremet.

Withholding and Reporting

Your employer will withhold income tax at the end of the performance period when the sharesare released to you. It is your responsibility to pay and report any taxes due when you sellshares acquired under the SIP and if dividends are paid.

Social Security

Your employer will withhold social insurance contributions (to the extent that you have notexceeded your applicable ceiling for social insurance contributions) at the end of theperformance period when the shares are released to you.

Exchange Controls

You must report any outward and inward remittance of funds to the Banque Central deLuxembourg and/or the Service Central de La Statistique et des Études Économiques withinfifteen working days following the month during which the transaction occurred. If aLuxembourg financial institution is involved in the transaction, it will generally fulfill thereporting obligation on your behalf; otherwise you will have to report the transaction yourself.

14 A participation is deemed to be substantial where the non-resident corporate or individualshareholder holds, in the case of an individual shareholder, either alone or together withhis or her spouse, his or her partner and/or minor children, directly or indirectly at anytime within the 5 years preceding the transfer, more than 10% of the share capital of thecompany whose shares are transferred. The holding of a participation through acompany of which the shareholder holds the majority of voting rights is considered as anindirect participation.

Further, a participation is deemed to be substantial if the shareholder had acquired thesaid participation free of charge within 5 years preceding the transfer and that theprevious owner, or owners in case of successive transfers free of charge within the same5 year period, was (were) deemed to hold a substantial participation.

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NETHERLANDS TAX CONSEQUENCES

The following is a general summary description of the tax consequences of your participationin the Hewlett-Packard Company Share Ownership Plan (the “SOP”) and the Amended andRestated Hewlett-Packard Company 2004 Stock Incentive Plan (the “SIP”).

This description is based on the tax and other laws concerning equity awards in effect in yourcountry as of March 2010. Such laws are often complex and change frequently. As a result,the information contained in this supplement may be out of date at the time you are grantedan award, acquire shares or sell shares you acquire under the SOP and/or the SIP or receivedividends on such shares.

In addition, this description does not discuss all of the various laws, rules and regulations thatmay apply. It may not apply to your particular tax or financial situation, and Hewlett-PackardCompany (“HP”) is not in a position to assure you of any particular tax result. Accordingly,you are strongly advised to seek appropriate professional advice as to how the tax orother laws in your country apply to your specific situation. You are also advised toseek advice with respect to U.S. inheritance and/or estate taxes as you may be subjectto those with respect to shares acquired under the SOP or the SIP.

If you are a citizen or resident of another country of if you have a significant interest in HP,transfer employment after you are granted an award, or are considered a resident of anothercountry for local law purposes, the information contained in this description may not apply toyou.

Note: The particular terms of the SOP or stock options or restricted stock or restricted stockunits or performance-based restricted units granted to you pursuant to the SIP are set forth inthe applicable plan and award agreement (the “Plan Documents”). If there is aninconsistency between the description below and the Plan Documents, the Plan Documentswill govern. As stated in the Plan Documents, the ability to participate in the SOP and/or theSIP is not a contract or a guarantee of continued employment. Employment is and always willbe on the basis provided for in your employment agreement, if any. The SOP and the SIP arenot part of your salary and will not be included in calculations of any severance payments thatmay be payable upon termination of employment.

THE SOP

Enrollment in the SOP

You are not subject to tax when you enroll in the SOP (or are offered the opportunity toparticipate in the SOP).

Purchase of Shares

When the right to purchase shares becomes unconditional (this will likely be at the timeshares are purchased), you will be subject to income tax on the difference (or spread)between the fair market value of the shares on the date of purchase and the purchase price.You also will be subject to social insurance contributions on the spread to the extent you havenot already exceeded the applicable ceiling.

Sale of Shares

When you subsequently sell the shares purchased under the SOP, you will not be subject toany capital gains tax.

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Dividends

If you hold HP shares and HP declares a dividend on the shares, you will not be subject toincome tax on dividend payments in the Netherlands. However, you will be subject to U.S.federal income withholding tax. You may be entitled to a Dutch tax credit for the U.S.withholding taxes paid, provided certain conditions are met.

Withholding and Reporting

Your employer will withhold income tax when shares are purchased for you under the SOP. Itis your responsibility to pay and report any taxes due when you sell shares acquired underthe SOP and if dividends are paid.

Social Security

Your employer will withhold social insurance contributions (to the extent that you have notexceeded your applicable ceiling for social insurance contributions) when shares arepurchased for you under the SOP.

THE SIP (Stock Options, Restricted Stock Units and Performance-based RestrictedUnits)

OPTIONS:

Grant

You will not be subject to tax when the options are granted to you.

Vesting

You will not be subject to tax when your options vest.

Exercise

When you exercise your options, you will be subject to income tax on the difference (orspread) between the fair market value of the shares on the date of exercise and the exerciseprice. You also will be subject to social insurance contributions on the spread (to the extentyou have not exceeded the applicable contributions ceiling).

Sale of Shares

When you subsequently sell the shares acquired under the SIP, you will not be subject to anycapital gains tax.

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will not be subject toincome tax on dividend payments in the Netherlands. However, you will be subject to U.S.federal income withholding tax. You may be entitled to a Dutch tax credit for the U.S.withholding taxes paid, provided certain conditions are met.

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Withholding and Reporting

Your employer will withhold income tax when you exercise your options. It is yourresponsibility to pay and report any taxes due when you sell shares acquired under the SIPand if dividends are paid.

Social Security

Your employer will withhold social insurance contributions (to the extent that you have notexceeded your applicable ceiling for social insurance contributions) when you exercise youroptions.

RESTRICTED STOCK UNITS:

Grant

You will not be subject to tax when the restricted stock units are granted to you.

Vesting

You will be subject to income tax and social insurance contributions (to the extent you havenot exceeded the applicable contributions ceiling) when the restricted stock units vest. Youwill be taxed on the fair market value of the shares paid to you on the date of vesting.

Any accumulated dividend equivalents which are released to you with the restricted stockunits at vesting will also be subject to tax.

Sale of Shares

When you subsequently sell the shares acquired under the SIP, you will not be subject to anycapital gains tax.

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will not be subject toincome tax on dividend payments in the Netherlands. However, you will be subject to U.S.federal income withholding tax. You may be entitled to a Dutch tax credit for the U.S.withholding taxes paid, provided certain conditions are met.

Withholding and Reporting

Your employer will withhold income tax when you vest in the restricted stock units. It is yourresponsibility to pay and report any taxes due when you sell shares acquired under the SIPand if dividends are paid.

Social Security

Your employer will withhold social insurance contributions (to the extent that you have notexceeded your applicable ceiling for social insurance contributions) when you vest in therestricted stock units.

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PERFORMANCE-BASED RESTRICTED UNITS:

Grant

You will not be subject to tax when the performance-based restricted units are granted to you.

Vesting

You will be subject to income tax and social insurance contributions (to the extent you havenot exceeded the applicable contributions ceiling) at the end of the performance period whenthe shares are released to you. You will be taxed on the fair market value of the shares onthe release date.

Sale of Shares

When you subsequently sell the shares acquired under the SIP, you will not be subject to anycapital gains tax.

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will not be subject toincome tax on dividend payments in the Netherlands. However, you will be subject to U.S.federal income withholding tax. You may be entitled to a Dutch tax credit for the U.S.withholding taxes paid, provided certain conditions are met.

Withholding and Reporting

Your employer will withhold income tax at the end of the performance period when the sharesare released to you. It is your responsibility to pay and report any taxes due when you sellshares acquired under the SIP and if dividends are paid.

Social Security

Your employer will withhold social insurance contributions (to the extent that you have notexceeded your applicable ceiling for social insurance contributions) at the end of theperformance period when the shares are released to you.

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NORWAY TAX CONSEQUENCES

The following is a general summary description of the tax consequences of your participationin the Hewlett-Packard Company Share Ownership Plan (the “SOP”) and the Amended andRestated Hewlett-Packard Company 2004 Stock Incentive Plan (the “SIP”).

This description is based on the tax and other laws concerning equity awards in effect in yourcountry as of March 2010. Such laws are often complex and change frequently. As a result,the information contained in this supplement may be out of date at the time you are grantedan award, acquire shares or sell shares you acquire under the SOP and/or the SIP or receivedividends on such shares.

In addition, this description does not discuss all of the various laws, rules and regulations thatmay apply. It may not apply to your particular tax or financial situation, and Hewlett-PackardCompany (“HP”) is not in a position to assure you of any particular tax result. Accordingly,you are strongly advised to seek appropriate professional advice as to how the tax orother laws in your country apply to your specific situation. You are also advised toseek advice with respect to U.S. inheritance and/or estate taxes as you may be subjectto those with respect to shares acquired under the SOP or the SIP.

If you are a citizen or resident of another country, transfer employment after you are grantedan award, or are considered a resident of another country for local law purposes, theinformation contained in this description may not apply to you.

Note: The particular terms of the SOP or stock options or restricted stock or restricted stockunits or performance-based restricted units granted to you pursuant to the SIP are set forth inthe applicable plan and award agreement (the “Plan Documents”). If there is aninconsistency between the description below and the Plan Documents, the Plan Documentswill govern. As stated in the Plan Documents, the ability to participate in the SOP and/or theSIP is not a contract or a guarantee of continued employment. Employment is and always willbe on the basis provided for in your employment agreement, if any. The SOP and the SIP arenot part of your salary and will not be included in calculations of any severance payments thatmay be payable upon termination of employment.

THE SOP

Enrollment in the SOP

You are not subject to tax when you enroll in the SOP (or are offered the opportunity toparticipate in the SOP).

Purchase of Shares

When shares are purchased, you will be subject to income tax on the difference (or spread)between the fair market value of the shares on the date of purchase and the purchase price.You also will be subject to social insurance contributions on the spread.

Sale of Shares

When you subsequently sell the shares that you purchased under the SOP, any capital gain(i.e., the difference between the sale price and the fair market value of the shares at the timeof purchase) will be subject to capital gains tax. Certain adjustment may be available that willreduce the capital gain.

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Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax in Norway on dividends that you receive, even though the dividends paid on theshares held in your SOP account are automatically reinvested in HP stock. Certainadjustment may be available that will reduce the dividend income. In addition, the dividendswill be subject to U.S. federal income withholding tax. You may be entitled to a Norwegiantax credit for the U.S. withholding taxes paid, provided certain conditions are met.

Wealth Tax

You will be subject to wealth tax on your shares held at year-end. The taxable amount is thefair market value of the shares held on January 1 in the year following the relevant tax year.

Exit Tax

You may be subject to income tax and/or capital gains tax on shares held in your SOPaccount at the time of emigration if you leave Norway. Please consult with your personal taxadvisor regarding your tax obligations if you are emigrating from Norway.

Withholding and Reporting

Your employer will withhold income tax when shares are purchased for you under the SOP. Itis your responsibility to pay and report any taxes due when you sell shares acquired underthe SOP and if dividends are paid.

Social Security

Your employer will withhold social insurance contributions when shares are purchased for youunder the SOP.

THE SIP (Stock Options, Restricted Stock Units and Performance-based RestrictedUnits)

OPTIONS:

Grant

You will not be subject to tax when the options are granted to you.

Vesting

You will not be subject to tax when your options vest.

Exercise

When you exercise your options, you will be subject to income tax on the difference (orspread) between the fair market value of the shares on the date of exercise and the exerciseprice. You also will be subject to social insurance contributions on the spread.

It may be possible to reduce the effective income tax and social insurance rates that apply tothe spread at exercise by allocating the taxable amount at exercise over the period betweenthe grant date and the exercise date for calculation purposes. Please consult your personaltax advisor regarding this possibility.

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Sale of Shares

When you subsequently sell the shares that you acquire under the SIP, any capital gain (i.e.,the difference between the sale price and the fair market value of the shares at the time ofexercise) will be subject to capital gains tax. Certain adjustment may be available that willreduce the capital gain.

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax in Norway on dividends that you receive. Certain adjustment may be availablethat will reduce the dividend income. In addition, the dividends will be subject to U.S. federalincome withholding tax. You may be entitled to a Norwegian tax credit for the U.S.withholding taxes paid, provided certain conditions are met.

Wealth Tax

You will be subject to wealth tax on your options and shares held at year-end. The taxableamount is the fair market value of the shares held on January 1 of the year following therelevant tax year. If your options are not vested, an exemption from the wealth tax may beavailable – in this case, you should include an explanation in your tax return that your optionsare not yet vested and are non-transferable and, thus, should not be subject to wealth tax.

Exit Tax

You may be subject to income tax and/or capital gains tax on your options and/or shares heldat the time of emigration if you emigrate from Norway. Please consult with your personal taxadvisor regarding your tax obligations if you are emigrating from Norway.

Withholding and Reporting

Your employer is required to report the grant of your options in the annual wage and payrolldeduction statement. Your employer will also withhold income tax when you exercise youroptions. It is your responsibility to pay and report any taxes due when you sell sharesacquired under the SIP and if dividends are paid.

Social Security

Your employer will withhold social insurance contributions when you exercise your options.

RESTRICTED STOCK UNITS:

Grant

You will not be subject to tax when the restricted stock units are granted to you.

Vesting

You will be subject to income tax and social insurance contributions when the restricted stockunits vest. You will be taxed on the fair market value of the shares paid to you on the date ofvesting.

It may be possible to reduce the effective income tax and social insurance rates that apply tothe income at vesting by allocating the taxable amount at vesting over the period between thegrant date and the vesting date for calculation purposes, provided the restricted stock units

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are paid to you in shares. You should consult with your personal tax advisor regarding thispossibility.

Any accumulated dividend equivalents which are released to you with the restricted stockunits at vesting will also be subject to tax.

Sale of Shares

When you subsequently sell the shares that you acquire under the SIP, any capital gain (i.e.,the difference between the sale price and the fair market value of the shares at the time ofvesting) will be subject to capital gains tax. Certain adjustment may be available that willreduce the capital gain.

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax in Norway on dividends that you receive. Certain adjustment may be availablethat will reduce the dividend income. In addition, the dividends will be subject to U.S. federalincome withholding tax. You may be entitled to a Norwegian tax credit for the U.S.withholding taxes paid, provided certain conditions are met.

Wealth Tax

You will be subject to wealth tax on any shares held at year-end. The taxable amount is thefair market value of the shares on January 1 of the year following the relevant tax year.

Exit Tax

You may be subject to income tax and/or capital gains tax on the restricted stock units and/orshares held at the time of emigration if you emigrate from Norway. Please consult with yourpersonal tax advisor regarding your tax obligations if you are emigrating from Norway.

Withholding and Reporting

Your employer will withhold income tax when you vest in the restricted stock units. It is yourresponsibility to pay and report any taxes due when you sell shares acquired under the SIPand if dividends are paid.

Social Security

Your employer will withhold social insurance contributions when you vest in the restrictedstock units.

PERFORMANCE-BASED RESTRICTED UNITS:

Grant

You will not be subject to tax when the performance-based restricted units are granted to you.

Vesting

You will be subject to income tax and social insurance contributions at the end of theperformance period when the shares are released to you. You will be taxed on the fairmarket value of the shares on the release date.

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It may be possible to reduce the effective income tax and social insurance rates that apply tothe income at the end of the performance period by allocating the taxable amount over theperformance period for calculation purposes, provided the performance-based restricted unitsare paid to you in shares. You should consult with your personal tax advisor regarding thispossibility.

Sale of Shares

When you subsequently sell the shares that you acquire under the SIP, any capital gain (i.e.,the difference between the sale price and the fair market value of the shares on the releasedate) will be subject to capital gains tax. Certain adjustment may be available that will reducethe capital gain.

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax in Norway on dividends that you receive. Certain adjustment may be availablethat will reduce the dividend income. In addition, the dividends will be subject to U.S. federalincome withholding tax. You may be entitled to a Norwegian tax credit for the U.S.withholding taxes paid, provided certain conditions are met.

Wealth Tax

You will be subject to wealth tax on any shares held at year-end. The taxable amount is thefair market value of the shares on January 1 of the year following the relevant tax year.

Exit Tax

You may be subject to income tax and/or capital gains tax on the performance-basedrestricted units and/or shares held at the time of emigration if you emigrate from Norway.Please consult with your personal tax advisor regarding your tax obligations if you areemigrating from Norway.

Withholding and Reporting

Your employer will withhold income tax at the end of the performance period when the sharesare released to you. It is your responsibility to pay and report any taxes due when you sellshares acquired under the SIP and if dividends are paid.

Social Security

Your employer will withhold social insurance contributions at the end of the performanceperiod when the shares are released to you.

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POLAND TAX CONSEQUENCES

The following is a general summary description of the tax consequences of your participationin the Hewlett-Packard Company Share Ownership Plan (the “SOP”) and the Amended andRestated Hewlett-Packard Company 2004 Stock Incentive Plan (the “SIP”).

This description is based on the tax and other laws concerning equity awards in effect in yourcountry as of March 2010. Such laws are often complex and change frequently. As a result,the information contained in this supplement may be out of date at the time you are grantedan award, acquire shares or sell shares you acquire under the SOP and/or the SIP or receivedividends on such shares.

In addition, this description does not discuss all of the various laws, rules and regulations thatmay apply. It may not apply to your particular tax or financial situation, and Hewlett-PackardCompany (“HP”) is not in a position to assure you of any particular tax result. Accordingly,you are strongly advised to seek appropriate professional advice as to how the tax orother laws in your country apply to your specific situation. You are also advised toseek advice with respect to U.S. inheritance and/or estate taxes as you may be subjectto those with respect to shares acquired under the SOP or the SIP.

If you are a citizen or resident of another country, transfer employment after you are grantedan award, or are considered a resident of another country for local law purposes, theinformation contained in this description may not apply to you.

Note: The particular terms of the SOP or stock options or restricted stock or restricted stockunits or performance-based restricted units granted to you pursuant to the SIP are set forth inthe applicable plan and award agreement (the “Plan Documents”). If there is aninconsistency between the description below and the Plan Documents, the Plan Documentswill govern. As stated in the Plan Documents, the ability to participate in the SOP and/or theSIP is not a contract or a guarantee of continued employment. Employment is and always willbe on the basis provided for in your employment agreement, if any. The SOP and the SIP arenot part of your salary and will not be included in calculations of any severance payments thatmay be payable upon termination of employment.

THE SOP

Enrollment in the SOP

You are not subject to tax when you enroll in the SOP (or are offered the opportunity toparticipate in the SOP).

Purchase of Shares

Under Polish law it is not certain if you will be subject to tax when shares are purchasedunder the SOP. An exemption from taxation may apply if the SOP is not mentioned in theemployment agreement and the SOP has been approved at a stockholders meeting. If tax isdue, it will be paid on the difference between the purchase price and the fair market value ofthe shares at purchase.

There is a risk that even if the tax exemption applies, social charges may have to becalculated and paid by the employer on behalf of you.

Sale of Shares

When you subsequently sell the shares that you purchased under the SOP, any gain (i.e., thedifference between the sale price and the purchase price) will be subject to income tax.

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Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax on dividend payments that you receive, even though the dividends paid on theshares held in your SOP account are automatically reinvested in HP stock. The dividendsreceived will be subject to income tax in Poland and to U.S. federal income withholding tax.You may be entitled to a Polish tax credit for the U.S. withholding taxes paid, provided certainconditions are met.

Withholding and Reporting

Your employer will not withhold income tax when shares are purchased for you under theSOP. It is your responsibility to pay and report any taxes due when shares are purchased,when you sell shares acquired under the SOP and if dividends are paid.

Social Security

Your employer will not withhold social insurance contributions when shares are purchased foryou under the SOP.

Exchange Controls

If you are a resident of Poland, you are required to report shares held in a foreign companysuch as HP to the National Bank of Poland.

THE SIP (Stock Options, Restricted Stock Units and Performance-based RestrictedUnits)

OPTIONS:

Grant

You will not be subject to tax when the options are granted to you.

Vesting

You will not be subject to tax when your options vest.

Exercise

Under Polish law it is not certain if you will be subject to tax when you exercise your options.An exemption from taxation may apply if the SIP is not mentioned in the employmentagreement. If tax is due, it will be paid on the difference between the exercise price and thefair market value of the shares at exercise.

There is a risk that even if the tax exemption applies, social charges may have to becalculated and paid by the employer on behalf of you.

Sale of Shares

When you subsequently sell the shares that you acquire under the SIP, any gain (i.e., thedifference between the sale price and the exercise price) will be subject to income tax. Thus,if you were subject to tax at exercise, the spread (the difference between the fair market valueof the shares on the date of exercise and the exercise price) may be subject to doubletaxation.

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Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax on dividend payments that you receive. The dividends received will be subject toincome tax in Poland and to U.S. federal income withholding tax. You may be entitled to aPolish tax credit for the U.S. withholding taxes paid, provided certain conditions are met.

Withholding and Reporting

Your employer will not withhold income tax when you exercise your options. It is yourresponsibility to pay and report any taxes due when you exercise your options, when you sellshares acquired under the SIP and if dividends are paid.

Social Security

Your employer will not withhold social insurance contributions when you exercise youroptions.

Exchange Controls

If you are a resident of Poland, you are required to report shares held in a foreign companysuch as HP to the National Bank of Poland.

RESTRICTED STOCK UNITS:

Grant

Under Polish law it is not certain if you will be subject to tax upon the grant or vesting ofrestricted stock units. However, it is likely that you will not be subject to tax when therestricted stock units are granted to you. If tax is due, it will be paid on the fair market valueof the shares at grant.

Vesting

You likely will be subject to income tax and social insurance contributions when the restrictedstock units vest. If tax is due, it will be paid on the fair market value of the shares at vesting.

Any accumulated dividend equivalents which are released to you with the restricted stockunits at vesting will be subject to tax.

Sale of Shares

When you subsequently sell the shares that you acquire pursuant to the restricted stock unitsyou may be subject to tax on the entire sales proceeds. If you were already subject to tax atgrant or vesting, this means that a portion of the sales proceeds may be subject to doubletaxation.

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax on dividend payments that you receive. The dividends received will be subject toincome tax in Poland and to U.S. federal income withholding tax. You may be entitled to aPolish tax credit for the U.S. withholding taxes paid, provided certain conditions are met.

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Withholding and Reporting

Your employer will not withhold income tax when you are granted or vest in the restrictedstock units. It is your responsibility to pay and report any taxes due when you are granted orvest in the restricted stock units, when you sell shares acquired under the SIP and ifdividends are paid.

Social Security

Your employer will not withhold social insurance contributions when you are granted or vest inthe restricted stock units.

Exchange Controls

If you are a resident of Poland, you are required to report shares held in a foreign companysuch as HP to the National Bank of Poland.

PERFORMANCE-BASED RESTRICTED UNITS:

Grant

Under Polish law it is not certain if you will be subject to tax upon the grant of performance-based restricted units or the release of shares. However, it is likely that you will not be subjectto tax when the performance-based restricted units are granted to you. If tax is due, it will bepaid on the fair market value of the shares at grant.

Vesting

You likely will be subject to income tax and social insurance contributions at the end of theperformance period when the shares are released to you. If tax is due, it will be paid on thefair market value of the shares on the release date.

Sale of Shares

When you subsequently sell the shares that you acquire pursuant to the performance-basedrestricted units you may be subject to tax on the entire sales proceeds. If you were alreadysubject to tax at grant or release of shares, this means that a portion of the sales proceedsmay be subject to double taxation.

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax on dividend payments that you receive. The dividends received will be subject toincome tax in Poland and to U.S. federal income withholding tax. You may be entitled to aPolish tax credit for the U.S. withholding taxes paid, provided certain conditions are met.

Withholding and Reporting

Your employer will not withhold income tax when you are granted the performance-basedrestricted units or at the end of the performance period when the shares are released to you.It is your responsibility to pay and report any taxes due when you are granted theperformance-based restricted units, at the end of the performance period when the shares arereleased to you, when you sell shares acquired under the SIP and if dividends are paid.

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Social Security

Your employer will not withhold social insurance contributions when you are granted theperformance-based restricted units or at the end of the performance period when the sharesare released to you.

Exchange Controls

If you are a resident of Poland, you are required to report shares held in a foreign companysuch as HP to the National Bank of Poland.

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PORTUGAL TAX CONSEQUENCES

The following is a general summary description of the tax consequences of your participationin the Hewlett-Packard Company Share Ownership Plan (the “SOP”) and the Amended andRestated Hewlett-Packard Company 2004 Stock Incentive Plan (the “SIP”).

This description is based on the tax and other laws concerning equity awards in effect in yourcountry as of March 2010. Such laws are often complex and change frequently. As a result,the information contained in this supplement may be out of date at the time you are grantedan award, acquire shares or sell shares you acquire under the SOP and/or the SIP or receivedividends on such shares.

In addition, this description does not discuss all of the various laws, rules and regulations thatmay apply. It may not apply to your particular tax or financial situation, and Hewlett-PackardCompany (“HP”) is not in a position to assure you of any particular tax result. Accordingly,you are strongly advised to seek appropriate professional advice as to how the tax orother laws in your country apply to your specific situation. You are also advised toseek advice with respect to U.S. inheritance and/or estate taxes as you may be subjectto those with respect to shares acquired under the SOP or the SIP.

If you are a citizen or resident of another country, transfer employment after you are grantedan award, or are considered a resident of another country for local law purposes, theinformation contained in this description may not apply to you.

Note: The particular terms of the SOP or stock options or restricted stock or restricted stockunits or performance-based restricted units granted to you pursuant to the SIP are set forth inthe applicable plan and award agreement (the “Plan Documents”). If there is aninconsistency between the description below and the Plan Documents, the Plan Documentswill govern. As stated in the Plan Documents, the ability to participate in the SOP and/or theSIP is not a contract or a guarantee of continued employment. Employment is and always willbe on the basis provided for in your employment agreement, if any. The SOP and the SIP arenot part of your salary and will not be included in calculations of any severance payments thatmay be payable upon termination of employment.

THE SOP

Enrollment in the SOP

You are not subject to tax when you enroll in the SOP (or are offered the opportunity toparticipate in the SOP).

Purchase of Shares

When shares are purchased, you will be subject to income tax on the difference (or spread)between the fair market value of the shares on the date of purchase and the purchase price.You will not be subject to social insurance contributions on the spread.

Sale of Shares

When you subsequently sell the shares that you purchased under the SOP within 12 monthsfollowing their acquisition, any capital gain (i.e., the difference between the sale price and thefair market value of the shares at the time of purchase) will be subject to capital gains tax.However, if you hold the shares for more than 12 months, no capital gains tax will be duewhen you subsequently sell the shares.

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Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax on dividend payments that you receive, even though the dividends paid on theshares held in your SOP account are automatically reinvested in HP stock. The dividendsreceived will be subject to income tax in Portugal and to U.S. federal income withholding tax.You may be entitled to a Portuguese tax credit for the U.S. withholding taxes paid, providedcertain conditions are met.

Withholding and Reporting

Your employer is not required to withhold income tax when shares are purchased for youunder the SOP. However your employer will report, to both you and the Tax Authorities, thetaxable benefits resulting from the purchase of shares under the SOP. It is your responsibilityto pay and report taxes due when you purchase shares under the SOP, when you sell sharesacquired under the SOP and if dividends are paid.

Social Security

Your employer will not withhold social insurance contributions when shares are purchased foryou under the SOP.

Exchange Controls

If you hold shares, the acquisition of such shares should be reported to the Banco de Portugalfor statistical purposes. If the shares are deposited with a commercial bank or financialintermediary in Portugal, such bank or financial intermediary will submit the report to theBanco de Portugal. If the shares are not deposited with a commercial bank or financialintermediary in Portugal, you will be responsible for submitting the report to the Banco dePortugal.

THE SIP (STOCK OPTIONS, RESTRICTED STOCK UNITS AND PERFORMANCE-BASEDRESTRICTED UNITS)

OPTIONS:

Grant

You will not be subject to tax when the options are granted to you.

Vesting

You will not be subject to tax when your options vest.

Exercise

When you exercise your options, you will be subject to income tax on the difference (orspread) between the fair market value of the shares on the date of exercise and the exerciseprice. You will not be subject to social insurance contributions on the spread.

Sale of Shares

When you subsequently sell the shares that you acquire under the SIP within 12 monthsfollowing their acquisition, any capital gain (i.e., the difference between the sale price and thefair market value of the shares at the time of exercise) will be subject to capital gains tax.

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However, if you hold the shares for more than 12 months, no capital gains tax will be duewhen you subsequently sell the shares.

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax on dividend payments that you receive. The dividends received will be subject toincome tax in Portugal and to U.S. federal income withholding tax. You may be entitled to aPortuguese tax credit for the U.S. withholding taxes paid, provided certain conditions are met.

Withholding and Reporting

Your employer is not required to withhold income tax when you exercise your options.However, your employer will report, to both you and the Tax Authorities, the taxable benefitsresulting from the exercise of your options. It is your responsibility to pay and report taxesdue when you exercise your options, when you sell shares acquired under the SIP and ifdividends are paid.

Social Security

Your employer will not withhold social insurance contributions when you exercise youroptions.

Exchange Controls

If you use a cash purchase method of exercise to exercise your options, a report to the Bancode Portugal is required for statistical purposes. The report is usually filed by the commercialbank assisting with the fund transfer. In the unlikely event that you exercise your optionswithout the assistance of a commercial bank, you must file the report within ten days of thetransfer of funds, or alternatively, hire a Portuguese commercial bank for the purpose ofreporting the transaction to the Banco de Portugal.

If you hold shares after you exercise your options, the acquisition of such shares should bereported to the Banco de Portugal for statistical purposes. If the shares are deposited with acommercial bank or financial intermediary in Portugal, such bank or financial intermediary willsubmit the report to the Banco de Portugal. If the shares are not deposited with a commercialbank or financial intermediary in Portugal, you will be responsible for submitting the report tothe Banco de Portugal.

RESTRICTED STOCK UNITS:

Grant

You will not be subject to tax when the restricted stock units are granted to you.

Vesting

You will be subject to income tax when the restricted stock units vest. You will be taxed onthe fair market value of the shares paid to you on the date of vesting. You will not be subjectto social insurance contributions when the restricted stock units vest.

Any accumulated dividend equivalents which are released to you with the restricted stockunits at vesting will be subject to income tax.

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Sale of Shares

When you subsequently sell the shares that you acquire under the SIP within 12 monthsfollowing their acquisition, any capital gain (i.e., the difference between the sale price and thefair market value of the shares at the time of vesting) will be subject to capital gains tax.However, if you hold the shares for more than 12 months, no capital gains tax will be duewhen you subsequently sell the shares.

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax on dividend payments that you receive. The dividends received will be subject toincome tax in Portugal and to U.S. federal income withholding tax. You may be entitled to aPortuguese tax credit for the U.S. withholding taxes paid, provided certain conditions are met.

Withholding and Reporting

Your employer is not required to withhold income tax when you vest in the restricted stockunits. However, your employer will report, to both you and the Tax Authorities, the taxablebenefits resulting from the vesting of your restricted stock units. It is your responsibility to payand report taxes due when you vest in the restricted stock units, when you sell sharesacquired under the SIP and if dividends are paid.

Social Security

Your employer will withhold social insurance contributions when you vest in the restrictedstock units.

Exchange Controls

If you hold shares after you vest in the restricted stock units, the acquisition of such sharesshould be reported to the Banco de Portugal for statistical purposes. If the shares aredeposited with a commercial bank or financial intermediary in Portugal, such bank or financialintermediary will submit the report to the Banco de Portugal. If the shares are not depositedwith a commercial bank or financial intermediary in Portugal, you will be responsible forsubmitting the report to the Banco de Portugal.

PERFORMANCE-BASED RESTRICTED UNITS:

Grant

You will not be subject to tax when the performance-based restricted units are granted to you.

Vesting

You will be subject to income tax at the end of the performance period when the shares arereleased to you. You will be taxed on the fair market value of the shares on the release date.You will not be subject to social insurance contributions at the end of the performance periodwhen the shares are released to you.

Sale of Shares

When you subsequently sell the shares that you acquire under the SIP within 12 monthsfollowing their acquisition, any capital gain (i.e., the difference between the sale price and thefair market value of the shares on the release date) will be subject to capital gains tax.

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However, if you hold the shares for more than 12 months, no capital gains tax will be duewhen you subsequently sell the shares.

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax on dividend payments that you receive. The dividends received will be subject toincome tax in Portugal and to U.S. federal income withholding tax. You may be entitled to aPortuguese tax credit for the U.S. withholding taxes paid provided certain conditions are met.

Withholding and Reporting

Your employer is not required to withhold income tax at the end of the performance periodwhen the shares are released to you. However, your employer will report, to both you and theTax Authorities, the taxable benefits resulting from the release of shares. It is yourresponsibility to pay and report taxes due at the end of the performance period when theshares are released to you, when you sell shares acquired under the SIP and if dividends arepaid.

Social Security

Your employer will not withhold social insurance contributions at the end of the performanceperiod when the shares are released to you.

Exchange Controls

If you hold shares, the acquisition of such shares should be reported to the Banco de Portugalfor statistical purposes. If the shares are deposited with a commercial bank or financialintermediary in Portugal, such bank or financial intermediary will submit the report to theBanco de Portugal. If the shares are not deposited with a commercial bank or financialintermediary in Portugal, you will be responsible for submitting the report to the Banco dePortugal.

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ROMANIA TAX CONSEQUENCES

The following is a general summary description of the tax consequences of your participationin the Hewlett-Packard Company Share Ownership Plan (the “SOP”), the Hewlett-PackardCompany 2004 Stock Incentive Plan (the “SIP”).

This description is based on the tax and other laws concerning equity awards in effect in yourcountry as of March 2009. Such laws are often complex and change frequently. As a result,the information contained in this supplement may be out of date at the time you are grantedan award, acquire shares or sell shares you acquire under the SOP and/or the SIP or receivedividends on such shares.

In addition, this description does not discuss all of the various laws, rules and regulations thatmay apply. It may not apply to your particular tax or financial situation, and Hewlett-PackardCompany (“HP”) is not in a position to assure you of any particular tax result. Accordingly,you are strongly advised to seek appropriate professional advice as to how the tax orother laws in your country apply to your specific situation. You are also advised toseek advice with respect to U.S. inheritance and/or estate taxes as you may be subjectto those with respect to shares acquired under the SOP or the SIP.

If you are a citizen or resident of another country, transfer employment after you are grantedan award, or are considered a resident of another country for local law purposes, theinformation contained in this description may not apply to you.

Note: The particular terms of the SOP or stock options or restricted stock or restricted stockunits or performance-based restricted units granted to you pursuant to the SIP are set forth inthe applicable plan and award agreement (the “Plan Documents”). If there is aninconsistency between the description below and the Plan Documents, the Plan Documentswill govern. As stated in the Plan Documents, the ability to participate in the SOP and/or theSIP is not a contract or a guarantee of continued employment. Employment is and always willbe on the basis provided for in your employment agreement, if any. The SOP and the SIP arenot part of your salary and will not be included in calculations of any severance payments thatmay be payable upon termination of employment.

THE SOP

Enrollment in the SOP

While taxation under a plan such as the SOP is not addressed in detail in the general incometaxation provision of the Romanian Fiscal Code, you likely are not subject to tax when youenroll in the SOP (or are offered the opportunity to participate in the SOP).

Purchase of Shares

When shares are purchased, you likely will not be subject to income tax or social insurancecontributions.

Sale of Shares

When you subsequently sell the shares that you purchased under the SOP, any gain (i.e., thedifference between the sale price and the purchase price of the shares, minus potentialapplicable fees/commissions levied in relation to the sale) will be subject to capital gains tax.A lower tax rate may apply when shares are sold one year or more after their purchase.

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Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax on dividends that you receive, even though the dividends paid on the shares heldin your SOP account are automatically reinvested in HP stock. The dividends will be subjectto income tax in Romania and to U.S. federal income withholding tax. You may be entitled toa Romanian tax credit for the U.S. withholding taxes paid, provided certain conditions aremet.

Withholding and Reporting

Your employer will not withhold or report any income tax or social insurance contributions onthe taxable amount at sale. It is your responsibility to pay and report any taxes due when yousell shares acquired under the SOP and if dividends are paid.

Social Security

Your employer will not withhold social insurance contributions on the taxable amount at sale.

Exchange Controls

If you deposit the proceeds from the sale of your shares in a bank account in Romania, youmay have to provide the Romanian bank through which the operations are effected withappropriate documentation regarding the receipt of the income.

THE SIP (Stock Options, Restricted Stock Units and Performance-based RestrictedUnits)

OPTIONS:

Grant

You will not be subject to tax when the options are granted to you.

Vesting

You will not be subject to tax when your options vest.

Exercise

When you exercise your options, you will not be subject to income tax or social insurancecontributions.

Sale of Shares

When you subsequently sell the shares that you acquire under the SIP, any gain (i.e., thedifference between the sale price and the option exercise price, minus potential applicablefees/commissions levied in relation to the sale) will be subject to capital gains tax. A lower taxrate may apply when shares are sold one year or more after their purchase.

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax on dividends that you receive. The dividends will be subject to income tax in

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Romania and to U.S. federal income withholding tax. You may be entitled to a Romanian taxcredit for the U.S. withholding taxes paid, provided certain conditions are met.

Withholding and Reporting

Your employer will not withhold or report income tax or social insurance contributions on thetaxable amount at sale. It is your responsibility to pay and report any taxes due when you sellshares acquired under the SIP and if dividends are paid.

Social Security

Your employer will not withhold social insurance contributions on the taxable amount at sale.

Exchange Controls

If you deposit the proceeds from the sale of your shares in a bank account in Romania, youmay have to provide the Romanian bank through which the operations are effected withappropriate documentation regarding the receipt of the income.

RESTRICTED STOCK UNITS:

Grant

You will not be subject to tax when the restricted stock units are granted to you.

Vesting

You may be subject to income tax when the restricted stock units vest. However, you will notbe subject to social insurance contributions.

Any accumulated dividend equivalents which are released to you with the restricted stockunits at vesting will be subject to tax as income “from other sources”.

Sale of Shares

When you subsequently sell the shares that you acquire under the SIP, any gain (i.e., thedifference between the sale price and the acquisition price minus potential applicablefees/commissions levied in relation to the sale) will be subject to capital gains tax. As theacquisition price of the shares received is zero, the taxable amount will be the sale price.However, if you paid income tax when the restricted stock units vested, the acquisition price islikely to be deemed the fair market value of the shares at vesting, and therefore, you would betaxed on the difference between the sale price and the fair market value of the shares atvesting. A lower tax rate may apply when shares are sold one year or more after theiracquisition.

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax on dividends that you receive. The dividends will be subject to income tax inRomania and to U.S. federal income withholding tax. You may be entitled to a Romanian taxcredit for the U.S. withholding taxes paid, provided certain conditions are met.

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Withholding and Reporting

Your employer will not withhold or report income tax or social insurance contributions on thetaxable amount at sale. It is your responsibility to pay and report any taxes due when youvest in the restricted stock units, sell shares acquired under the SIP and if dividends are paid.

Social Security

Your employer will not withhold or report social insurance contributions on the taxable amountat sale.

Exchange Controls

If you deposit the proceeds from the sale of your shares in a bank account in Romania, youmay have to provide the Romanian bank through which the operations are effected withappropriate documentation regarding the receipt of the income.

PERFORMANCE-BASED RESTRICTED UNITS:

Grant

You will not be subject to tax when the performance-based restricted units are granted to you.

Vesting

You may be subject to income tax at the end of the performance period when the shares arereleased to you. However, you will not be subject to social insurance contributions.

Sale of Shares

When you subsequently sell the shares that you acquire under the SIP, any gain (i.e., thedifference between the sale price and the acquisition price, minus potential applicablefees/commissions levied in relation to the sale) will be subject to capital gains tax. As theacquisition price of the shares received is zero, the taxable amount will be the sale price.However, if you paid income tax when the restricted stock units vested, the acquisition price islikely to be deemed the fair market value of the shares at vesting, and therefore, you would betaxed on the difference between the sale price and the fair market value of the shares atvesting. A lower tax rate may apply when shares are sold one year or more after theiracquisition.

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax on dividends that you receive. The dividends will be subject to income tax inRomania and to U.S. federal income withholding tax. You may be entitled to a Romanian taxcredit for the U.S. withholding taxes paid, provided certain conditions are met.

Withholding and Reporting

Your employer will not withhold or report income tax or social insurance contributions on thetaxable amount at sale. It is your responsibility to pay and report any taxes due at the end ofthe performance period when shares are released to you, when you sell shares acquiredunder the SIP and if dividends are paid.

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Social Security

Your employer will not withhold social insurance contributions on the taxable amount at sale.

Exchange Controls

If you deposit the proceeds from the sale of your shares in a bank account in Romania, youmay have to provide the Romanian bank through which the operations are effected withappropriate documentation regarding the receipt of the income.

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SLOVAK REPUBLIC TAX CONSEQUENCES

INTRODUCTION

The following is a general summary description of the tax consequences of your participationin the Hewlett-Packard Company Share Ownership Plan (the “SOP”) and the Amended andRestated Hewlett-Packard Company 2004 Stock Incentive Plan (the “SIP”).

This description is based on the tax and other laws concerning equity awards in effect in yourcountry as of March 2010. Such laws are often complex and change frequently. As a result,the information contained in this supplement may be out of date at the time you are grantedan award, acquire shares or sell shares you acquire under the SOP and/or the SIP or receivedividends on such shares.

In addition, this description does not discuss all of the various laws, rules and regulations thatmay apply. It may not apply to your particular tax or financial situation, and Hewlett-PackardCompany (“HP”) is not in a position to assure you of any particular tax result. Accordingly,you are strongly advised to seek appropriate professional advice as to how the tax orother laws in your country apply to your specific situation. You are also advised toseek advice with respect to U.S. inheritance and/or estate taxes as you may be subjectto those with respect to shares acquired under the SOP or the SIP.

If you are a citizen or resident of another country, transfer employment after you are grantedan award, or are considered a resident of another country for local law purposes, theinformation contained in this description may not apply to you.

Note: The particular terms of the SOP or stock options or restricted stock or restricted stockunits or performance-based restricted units granted to you pursuant to the SIP are set forth inthe applicable plan and award agreement (the “Plan Documents”). If there is aninconsistency between the description below and the Plan Documents, the Plan Documentswill govern. As stated in the Plan Documents, the ability to participate in the SOP and/or theSIP is not a contract or a guarantee of continued employment. Employment is and always willbe on the basis provided for in your employment agreement, if any. The SOP and the SIP arenot part of your salary and will not be included in calculations of any severance payments thatmay be payable upon termination of employment.

THE SOP

Enrollment in the SOP

You are not subject to tax when you enroll in the SOP (or are offered the opportunity toparticipate in the SOP).

Purchase of Shares

When shares are purchased, you will be subject to income tax on the difference (or spread)between the fair market value of the shares on the date of purchase and the purchase price.You will also be subject to social security and health insurance contributions on your taxableincome to the extent you have not already exceeded your applicable contribution ceiling.

Sale of Shares

You may be subject to tax when you subsequently sell your shares. The gain from the sale ofshares acquired before January 1, 2004 is exempt from income tax, provided that the shareswere held for more than three years. For shares acquired on or after January 1, 2004, a taxexemption for the proceeds from the sale of shares applies, provided that such income

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decreased by the respective expenses does not exceed, in the relevant year, five times theamount of the statutory living minimum (currently €185.19). If you receive income from thesale of shares together with income gained from the lease of real property and/or incomegained from occasional activities, the application of the tax exemption is not clear from thewording of the law effective from January 1, 2007.

If you are subject to tax, the taxable amount will likely be the difference between: (i) the sumof the proceeds from sale of the shares and certain other income; and (ii) the sum of the fairmarket value of the shares at purchase and other expenses relating to the sold shares or toother income.

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will not be subject toincome tax in the Slovak Republic, but you will be subject to U.S. federal income withholdingtax.

Withholding and Reporting

Your employer will withhold income tax when shares are purchased for you under the SOP. Itis your responsibility to pay and report any taxes due when you sell shares acquired underthe SOP and if dividends are paid.

Social Security

Your employer may withhold social insurance and health insurance contributions (ifapplicable) when shares are purchased for you under the SOP.

THE SIP (Stock Options, Restricted Stock Units And Performance-Based RestrictedUnits)

OPTIONS:

Grant

You will not be subject to tax when the options are granted to you.

Vesting

For options granted on or before December 31, 2009, you will be subject to tax when youroptions vest. The taxable amount will be the difference between the fair market value of theshares as of the first vesting date and the exercise price. You will also be subject to socialsecurity and health insurance contributions on your taxable income to the extent you have notalready exceeded your applicable contribution ceiling.

For options granted after December 31, 2009, you will not be subject to tax when your optionsvest.

Exercise

For options granted on or before December 31, 2009, you likely will have a second taxableevent when you exercise your options. The taxable amount will be the difference between thefair market value of the shares on the date of exercise and the fair market value of the sharesat vesting.

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For options granted after December 31, 2009, you will be subject to tax when you exerciseyour options on the difference (or spread) between the fair market value of the shares on thedate of exercise and the exercise price (and any other amount you paid to receive the option).

You will also be subject to social security and health insurance contributions on your taxableincome to the extent you have not already exceeded your applicable contribution ceiling,unless it will be possible to prove that your income from the stock options should not beclassified as remuneration for your work for your employer and only relates to the existence ofyour employment relationship. In such a case, your employer will not be required to pay anysocial security contributions; nonetheless, the health insurance contributions will be payablein any case.

Sale of Shares

You may be subject to tax when you subsequently sell your shares. The gain from the sale ofshares acquired before January 1, 2004 is exempt from income tax, provided that the shareswere held for more than three years. For shares acquired on or after January 1, 2004, a taxexemption for the proceeds from the sale of the shares is available provided that such incomedecreased by the respective expenses does not exceed, in the relevant year, five times theamount of the statutory living minimum (currently €185.19). If you received income from thesale of shares together with income gained from the lease of real property and/or incomegained from occasional activities, application of the tax exemption is not clear from thewording of the law effective from January 1, 2007.

For the proceeds from the sale of the shares acquired based on options which vest afterDecember 15, 2005, the taxable amount will be the difference between the sale price and thesum of in-kind benefit subject to tax (i.e., the taxable income received upon vesting) and theactual exercise price.

Because the Slovak tax law does not explicitly exclude from the aforementioned rule sharesacquired prior to December 15, 2005 (when the amendment to the Slovak tax law, whichchanges taxation of stock options, became effective), this provision would apply regardless ofwhen the shares sold were acquired and whether the option was taxed at its vesting orexercise. Such interpretation could lead to double taxation of part of your income from thesale of shares. Therefore, an alternative approach could be taken where the taxable incomefrom sale of the shares would be the difference between the sale price and sum of your in-kind income already taxed plus the actual exercise price.

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will not be subject toincome tax in the Slovak Republic, but you will be subject to U.S. federal income withholdingtax.

Withholding and Reporting

Your employer will withhold income tax when you vest in the options, if applicable, and whenyou exercise your options. It is your responsibility to pay and report any taxes due when yousell shares acquired under the SIP and if dividends are paid.

Social Security

Your employer may withhold social insurance and health insurance contributions (ifapplicable) when you vest in/excercise the options.

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RESTRICTED STOCK UNITS:

Grant

You will not be subject to tax when the restricted stock units are granted to you.

Vesting

You will be subject to tax when the restricted stock units vest. You will be taxed on the fairmarket value of the shares issued to you on the date of vesting. You will also be subject tosocial security and health insurance contributions on your taxable income to the extent youhave not already exceeded your applicable contribution ceiling.

Any accumulated dividend equivalents which are released to you with the restricted stockunits at vesting will be subject to tax.

Sale of Shares

If you acquire shares upon vesting, you may be subject to tax when you subsequently sellyour shares. The gain from the sale of shares acquired before January 1, 2004 is exemptfrom income tax, provided that the shares were held for more than three years. For sharesacquired on or after January 1, 2004, a tax exemption for the proceeds from the sale ofshares applies, provided that such income decreased by the respective expenses does notexceed, in the relevant year, five times the amount of the statutory living minimum (currently€185.19). If you receive income from the sale of shares together with income gained from thelease of real property and/or income gained from occasional activities, the application of thetax exemption is not clear from the wording of the law effective from January 1, 2007.

If you are subject to tax, the taxable amount will likely be the difference between the saleprice and the fair market value of the shares at vesting. Nonetheless, when the actual wordingof the Slovak Income Tax Act is strictly followed, there is a theoretical possibility that thetaxable amount will be the difference between the sale price and purchase price of the sharespaid by you (i.e., zero) plus your costs of purchase or sale. Such an interpretation wouldresult in double taxation of your income from the restricted stock units.

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will not be subject toincome tax in the Slovak Republic, but you will be subject to U.S. federal income withholdingtax.

Withholding and Reporting

Your employer will withhold income tax when you vest in the restricted stock units. It is yourresponsibility to pay and report any taxes due when you sell shares acquired under the SIPand if dividends are paid.

Social Security

Your employer may withhold social insurance and health insurance contributions (ifapplicable) when you vest in the restricted stock units.

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PERFORMANCE-BASED RESTRICTED UNITS:

Grant

You will not be subject to tax when the performance-based restricted units are granted to you.

Vesting

You will be subject to tax at the end of the performance period when the shares are releasedto you. You will be taxed on the fair market value of the shares issued to you on the releasedate. You will also be subject to social security and health insurance contributions on yourtaxable income to the extent you have not already exceeded your applicable contributionceiling.

Sale of Shares

You may be subject to tax when you subsequently sell your shares acquired pursuant to yourperformance-based restricted units. The gain from the sale of shares acquired beforeJanuary 1, 2004 is exempt from income tax, provided that the shares were held for more thanthree years. For shares acquired on or after January 1, 2004, a tax exemption for theproceeds from the sale of shares applies, provided that such income decreased by therespective expenses does not exceed, in the relevant year, five times the amount of thestatutory living minimum (currently €185.19). If you receive income from the sale of sharestogether with income gained from the lease of real property and/or income gained fromoccasional activities, the application of the tax exemption is not clear from the wording of thelaw effective from January 1, 2007.

If you are subject to tax, the taxable amount will likely be the difference between the saleprice and the fair market value of the shares on the release date. Nonetheless, when theactual wording of the Slovak Income Tax Act is strictly followed, there is a theoreticalpossibility that the taxable amount will be the difference between the sale price and purchaseprice of the shares paid by you (i.e., zero) plus your costs of purchase or sale. Such aninterpretation would result in double taxation of your income from the performance-basedrestricted units.

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will not be subject toincome tax in the Slovak Republic, but you will be subject to U.S. federal income withholdingtax.

Withholding and Reporting

Your employer will withhold income tax at the end of the performance period when the sharesare released to you. It is your responsibility to pay and report any taxes due when you sellshares acquired under the SIP and if dividends are paid.

Social Security

Your employer may withhold social insurance and health insurance contributions (ifapplicable) at the end of the performance period when the shares are released to you.

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SPAIN TAX CONSEQUENCES

The following is a general summary description of the tax consequences of your participationin the Hewlett-Packard Company Share Ownership Plan (the “SOP”) and the Amended andRestated Hewlett-Packard Company 2004 Stock Incentive Plan (the “SIP”).

This description is based on the tax and other laws concerning equity awards in effect in yourcountry as of March 2010. Such laws are often complex and change frequently. As a result,the information contained in this supplement may be out of date at the time you are grantedan award, acquire shares or sell shares you acquire under the SOP and/or the SIP or receivedividends on such shares.

In addition, this description does not discuss all of the various laws, rules and regulations thatmay apply. It may not apply to your particular tax or financial situation, and Hewlett-PackardCompany (“HP”) is not in a position to assure you of any particular tax result. Accordingly,you are strongly advised to seek appropriate professional advice as to how the tax orother laws in your country apply to your specific situation. You are also advised toseek advice with respect to U.S. inheritance and/or estate taxes as you may be subjectto those with respect to shares acquired under the SOP or the SIP.

If you are a citizen or resident of another country, transfer employment after you are grantedan award, or are considered a resident of another country for local law purposes, theinformation contained in this description may not apply to you.

Note: The particular terms of the SOP or stock options or restricted stock or restricted stockunits or performance-based restricted units granted to you pursuant to the SIP are set forth inthe applicable plan and award agreement (the “Plan Documents”). If there is aninconsistency between the description below and the Plan Documents, the Plan Documentswill govern. As stated in the Plan Documents, the ability to participate in the SOP and/or theSIP is not a contract or a guarantee of continued employment. Employment is and always willbe on the basis provided for in your employment agreement, if any. The SOP and the SIP arenot part of your salary and will not be included in calculations of any severance payments thatmay be payable upon termination of employment.

THE SOP

Enrollment in the SOP

You are not subject to tax when you enroll in the SOP (or are offered the opportunity toparticipate in the SOP).

Purchase of Shares

When shares are purchased, you will be subject to income tax on the difference (or spread)between the fair market value of the shares on the date of purchase and the purchase price.This amount will be considered compensation in-kind subject to payment on account and youwill be charged with the payment on account. Notwithstanding the above, a certain amount(not exceeding €12,000 a year) may be exempt from tax if certain conditions are met.

You also will be subject to social insurance contributions on the taxable amount to the extentyou have not already exceeded your applicable contribution ceiling.

Sale of Shares

When you subsequently sell the shares that you purchased under the SOP, any capital gain(i.e., the difference between the sale price and the fair market value of the shares at the time

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of purchase, plus any amount on which you have already paid taxes and any expensesincurred (the “acquisition cost”)) will be subject to capital gains tax. As of February 2007,capital gains are subject to a flat rate of 18%.

Please note that there is currently a draft law being discussed by the Spanish Parliamentwhich would increase the flat rate to 19% for capital gains up to €6,000 and 21% for theexcess. Please consult your tax advisor as to which rate will apply when you sell the sharespurchased under the SOP.

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax on dividend payments that you receive, even though the dividends paid on theshares held in your SOP account are automatically reinvested in HP stock. The dividendsreceived will be subject to income tax in Spain and to U.S. federal income withholding tax.You may be entitled to a Spanish tax credit for the U.S. withholding taxes paid providedcertain conditions are met.

Withholding and Reporting

If the taxable amount at purchase is considered compensation in-kind, your employer willcharge the payment on account on the taxable amount to you unless and to the extent a taxexemption applies. This amount will be withheld from your salary and reported to the Spanishtax authorities. The payment on account should not be reported as additional income on yourtax return; however, you will be entitled to deduct the payment on account from your incometax obligation. It is your responsibility to report and pay any tax due from the sale of shares orreceipt of any dividends.

Social Security

Your employer will withhold social insurance contributions on the taxable amount (to theextent that you have not exceeded your applicable ceiling for social insurance contributions)when shares are purchased for you under the SOP.

Exchange Controls

It is your responsibility to comply with exchange control regulations in Spain. You mustdeclare the acquisition of HP shares for statistical purposes to the Direccion General deComercio e Inversiones (the “DGCI”) of the Ministerio de Economia. If you purchase theshares through the use of a Spanish financial institution, that institution will automaticallymake the declaration to the DGCI for you; otherwise you must make the declaration by filingthe appropriate form with the DGCI. You must also declare ownership of HP shares with theDGCI each January while the stock is owned.

When receiving foreign currency payments derived from the ownership of HP shares ( i.e.,dividends and proceeds from the sale of the shares), you must inform the financial institutionreceiving the payment of the basis upon which such payment is made. You will need toprovide the institution with the following information: (i) your name, address, and fiscalidentification number; (ii) the name and corporate domicile of HP; (iii) the amount of thepayment; (iv) the currency used; (v) the country of origin; (vi) the reasons for the payment;and (vii) any additional information that may be required.

If you wish to import the ownership title of the HP shares (i.e., share certificates) into Spain,you must declare the importation of such securities to the DGCI.

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THE SIP (Stock Options, Restricted Stock Units and Performance-based RestrictedUnits)

OPTIONS:

Grant

You will not be subject to tax when the options are granted to you.

Vesting

You will not be subject to tax when your options vest.

Exercise

When you exercise your options, you will be subject to income tax on the difference (orspread) between the fair market value of the shares on the date of exercise and the exerciseprice. This amount will be considered compensation in-kind subject to payment on accountand you will be charged with the payment on account. Notwithstanding the above, a reductionon the taxable income may be available if certain conditions are met.

You also will be subject to social insurance contributions on the taxable amount to the extentyou have not already exceeded your applicable contribution ceiling.

Sale of Shares

When you subsequently sell the shares that you purchased under the SIP, any capital gain(i.e., the difference between the sale price and the fair market value of the shares at the timeof exercise, plus any amount upon which you have already paid taxes and any expensesincurred (the “acquisition cost”)) will be subject to capital gains tax. As of February 2007,capital gains are taxed at a flat rate of 18%.

Please note that there is currently a draft law being discussed by the Spanish Parliamentwhich would increase the flat rate to 19% for capital gains up to €6,000 and 21% for theexcess. Please consult your tax advisor as to which rate will apply when you sell the sharesacquired under the SIP.

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax on dividend payments that you receive. The dividends received will be subject toincome tax in Spain and to U.S. federal income withholding tax. You may be entitled to aSpanish tax credit for the U.S. withholding taxes paid, provided certain conditions are met.

Withholding and Reporting

If the taxable amount at exercise is considered compensation in-kind, your employer willcharge the payment on account on the taxable amount to you unless and to the extent a taxexemption applies. This amount will be withheld from your salary and reported to the Spanishtax authorities. The payment on account should not be reported as additional income on yourtax return; however, you will be entitled to deduct the payment on account from your incometax obligation. It is your responsibility to report and pay any tax due from the sale of shares orreceipt of any dividends.

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Social Security

Your employer will withhold social insurance contributions on the taxable amount (to theextent that you have not exceeded your applicable ceiling for social insurance contributions)when shares are purchased under the SIP.

Exchange Controls

It is your responsibility to comply with exchange control regulations in Spain. You mustdeclare the acquisition of HP shares for statistical purposes to the Direccion General deComercio e Inversiones (the “DGCI”) of the Ministerio de Economia. If you purchase theshares through the use of a Spanish financial institution, that institution will automaticallymake the declaration to the DGCI for you; otherwise you must make the declaration by filingthe appropriate form with the DGCI.

When receiving foreign currency payments derived from the ownership of HP shares (i.e.,dividends and proceeds from the sale of the shares), you must inform the financial institutionreceiving the payment of the basis upon which such payment is made. You will need toprovide the institution with the following information: (i) your name, address, and fiscalidentification number; (ii) the name and corporate domicile of HP; (iii) the amount of thepayment; (iv) the currency used; (v) the country of origin; (vi) the reasons for the payment;and (vii) any additional information that may be required.

If you wish to import the ownership title of the HP shares (i.e., share certificates) into Spain,you must declare the importation of such securities to the DGCI.

RESTRICTED STOCK UNITS:

Grant

You will not be subject to tax when the restricted stock units are granted to you.

Vesting

You will be subject to income tax and social insurance contributions (to the extent you havenot exceeded the applicable contributions ceiling) when the restricted stock units vest. Youwill be taxed on the fair market value of the shares paid to you on the date of vesting. Thisamount will be considered compensation in-kind subject to payment on account and you willbe charged with the payment on account. Notwithstanding the above, a reduction on thetaxable income may be available if certain conditions are met.

Any accumulated dividend equivalents which are released to you with the restricted stockunits at vesting will be subject to tax.

Sale of Shares

When you subsequently sell the shares that you acquire under the SIP, any capital gain (i.e.,the difference between the sale price and the fair market value of the shares at the time ofexercise, plus any amount upon which you have already paid taxes and any expensesincurred (the “acquisition cost”)) will be subject to capital gains tax. As of February 2007capital gains are taxed at a flat rate of 18%.

Please note that there is currently a draft law being discussed by the Spanish Parliamentwhich would increase the flat rate to 19% for capital gains up to €6,000 and 21% for theexcess. Please consult your tax advisor as to which rate will apply when you sell the sharesacquired under the SIP.

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Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax on dividend payments that you receive. The dividends received will be subject toincome tax in Spain and to U.S. federal income withholding tax. You may be entitled to aSpanish tax credit for the U.S. withholding taxes paid, provided certain conditions are met.

Withholding and Reporting

If the taxable amount at vesting is considered compensation in-kind, your employer willcharge the payment on account on the taxable amount to you unless and to the extent a taxexemption applies. This amount will be withheld from your salary and reported to the Spanishtax authorities. The payment on account should not be reported as additional income on yourtax return; however, you will be entitled to deduct the payment on account from your incometax obligation. It is your responsibility to report and pay any tax due from the sale of shares orreceipt of any dividends.

Social Security

Your employer will withhold social insurance contributions on the taxable amount (to theextent that you have not exceeded your applicable ceiling for social insurance contributions)at vesting on the fair market value of the shares released on the date of vesting.

Exchange Controls

It is your responsibility to comply with exchange control regulations in Spain. You mustdeclare the acquisition of HP shares for statistical purposes to the Direccion General deComercio e Inversiones (the “DGCI”) of the Ministerio de Economia. If you purchase theshares through the use of a Spanish financial institution, that institution will automaticallymake the declaration to the DGCI for you; otherwise you must make the declaration by filingthe appropriate form with the DGCI. You must also declare ownership of HP shares with theDGCI each January while the stock is owned.

When receiving foreign currency payments derived from the ownership of HP shares (i.e.,dividends and proceeds from the sale of the shares), you must inform the financial institutionreceiving the payment of the basis upon which such payment is made. You will need toprovide the institution with the following information: (i) your name, address, and fiscalidentification number; (ii) the name and corporate domicile of HP; (iii) the amount of thepayment; (iv) the currency used; (v) the country of origin; (vi) the reasons for the payment;and (vii) any additional information that may be required.

If you wish to import the ownership title of the HP shares (i.e., share certificates) into Spain,you must declare the importation of such securities to the DGCI.

PERFORMANCE-BASED RESTRICTED UNITS:

Grant

You will not be subject to tax when the performance-based restricted units are granted to you.

Vesting

You will be subject to income tax and social insurance contributions (to the extent you havenot exceeded the applicable contributions ceiling) at the end of the performance period whenthe shares are released to you. You will be taxed on the fair market value of the shares onthe release date. This amount will be considered compensation in-kind subject to payment on

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account and you will be charged with the payment on account. Notwithstanding the above, areduction on the taxable income may be available if certain conditions are met.

Sale of Shares

When you subsequently sell the shares that you acquire under the SIP, any capital gain (i.e.,the difference between the sale price and the fair market value of the shares on the releasedate, plus any amount upon which you have already paid taxes and any expenses incurred(the “acquisition cost”)) will be subject to capital gains tax. As of February 2007 capital gainsare taxed at a flat rate of 18%.

Please note that there is currently a draft law being discussed by the Spanish Parliamentwhich would increase the flat rate to 19% for capital gains up to €6,000 and 21% for theexcess. Please consult your tax advisor as to which rate will apply when you sell the sharesacquired under the SIP.

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax on dividend payments that you receive. The dividends received will be subject toincome tax in Spain and to U.S. federal income withholding tax. You may be entitled to aSpanish tax credit for the U.S. withholding taxes paid, provided certain conditions are met.

Withholding and Reporting

If the taxable amount on the release date is considered compensation in-kind, your employerwill charge the payment on account on the taxable amount to you unless and to the extent atax exemption applies. This amount will be withheld from your salary and reported to theSpanish tax authorities. The payment on account should not be reported as additional incomeon your tax return; however, you will be entitled to deduct the payment on account from yourincome tax obligation. It is your responsibility to report and pay any tax due from the sale ofshares or receipt of any dividends.

Social Security

Your employer will withhold social insurance contributions on the taxable amount (to theextent that you have not exceeded your applicable ceiling for social insurance contributions)at the end of the performance period when the shares are released to you.

Exchange Controls

It is your responsibility to comply with exchange control regulations in Spain. You mustdeclare the acquisition of HP shares for statistical purposes to the Direccion General deComercio e Inversiones (the “DGCI”) of the Ministerio de Economia. If you purchase theshares through the use of a Spanish financial institution, that institution will automaticallymake the declaration to the DGCI for you; otherwise you must make the declaration by filingthe appropriate form with the DGCI. You must also declare ownership of HP shares with theDGCI each January while the stock is owned.

When receiving foreign currency payments derived from the ownership of HP shares (i.e.,dividends and proceeds from the sale of the shares), you must inform the financial institutionreceiving the payment of the basis upon which such payment is made. You will need toprovide the institution with the following information: (i) your name, address, and fiscalidentification number; (ii) the name and corporate domicile of HP; (iii) the amount of thepayment; (iv) the currency used; (v) the country of origin; (vi) the reasons for the payment;and (vii) any additional information that may be required.

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If you wish to import the ownership title of the HP shares (i.e., share certificates) into Spain,you must declare the importation of such securities to the DGCI.

169

SWEDEN TAX CONSEQUENCES

The following is a general summary description of the tax consequences of your participationin the Hewlett-Packard Company Share Ownership Plan (the “SOP”) and the Amended andRestated Hewlett-Packard Company 2004 Stock Incentive Plan (the “SIP”).

This description is based on the tax and other laws concerning equity awards in effect in yourcountry as of March 2010. Such laws are often complex and change frequently. As a result,the information contained in this supplement may be out of date at the time you are grantedan award, acquire shares or sell shares you acquire under the SOP and/or the SIP or receivedividends on such shares.

In addition, this description does not discuss all of the various laws, rules and regulations thatmay apply. It may not apply to your particular tax or financial situation, and Hewlett-PackardCompany (“HP”) is not in a position to assure you of any particular tax result. Accordingly,you are strongly advised to seek appropriate professional advice as to how the tax orother laws in your country apply to your specific situation. You are also advised toseek advice with respect to U.S. inheritance and/or estate taxes as you may be subjectto those with respect to shares acquired under the SOP or the SIP.

If you are a citizen or resident of another country, transfer employment after you are grantedan award, or are considered a resident of another country for local law purposes, theinformation contained in this description may not apply to you.

Note: The particular terms of the SOP or stock options or restricted stock or restricted stockunits or performance-based restricted units granted to you pursuant to the SIP are set forth inthe applicable plan and award agreement (the “Plan Documents”). If there is aninconsistency between the description below and the Plan Documents, the Plan Documentswill govern. As stated in the Plan Documents, the ability to participate in the SOP and/or theSIP is not a contract or a guarantee of continued employment. Employment is and always willbe on the basis provided for in your employment agreement, if any. The SOP and the SIP arenot part of your salary and will not be included in calculations of any severance payments thatmay be payable upon termination of employment.

THE SOP

Enrollment in the SOP

You are not subject to tax when you enroll in the SOP (or are offered the opportunity toparticipate in the SOP).

Purchase of Shares

When shares are purchased, you will be subject to income tax on the difference (or spread)between the fair market value of the shares on the date of purchase and the purchase price.You also will be subject to the pension fee on the spread (to the extent that you have notexceeded the applicable wage cap).

Sale of Shares

When you subsequently sell the shares that you purchased under the SOP, any capital gain(i.e., the difference between the sale price and the fair market value of the shares at the timeof purchase) will be subject to capital gains tax.

As an alternative, you may choose to be taxed on a certain percentage of the sale proceedssince the HP Shares are listed on an exchange (i.e., the NYSE).

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Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax on dividend payments that you receive, even though the dividends paid on theshares held in your SOP account are automatically reinvested in HP stock. The dividendsreceived will be subject to capital income tax in Sweden and to U.S. federal incomewithholding tax. You may be entitled to a Swedish tax credit for the U.S. withholding taxespaid, provided certain conditions are met.

Withholding and Reporting

Your employer will withhold income tax when shares are purchased for you under the SOP. Itis your responsibility to pay and report any taxes due when you sell shares acquired underthe SOP and if dividends are paid.

Social Security

Your employer will withhold the pension fee (unless the wage cap has been met) whenshares are purchased for you under the SOP.

THE SIP (Stock Options, Restricted Stock Units and Performance-based RestrictedUnits)

OPTIONS:

Grant

You will not be subject to tax when the options are granted to you.

Vesting

You will not be subject to tax when your options vest.

Exercise

When you exercise your options, you will be subject to income tax on the difference (orspread) between the fair market value of the shares on the date of exercise and the exerciseprice. You also will be subject to the pension fee on the spread (to the extent that you havenot exceeded the wage cap).

Sale of Shares

When you subsequently sell the shares that you acquired under the SIP, any capital gain (i.e.,the difference between the sale price and the fair market value of the shares at the time ofpurchase) will be subject to capital gains tax.

As an alternative, you may choose to be taxed on a certain percentage of the sale proceedssince the shares are listed on an exchange (i.e., the NYSE).

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax on dividend payments that you receive. The dividends received will be subject tocapital income tax in Sweden and to U.S. federal income withholding tax. You may beentitled to a Swedish tax credit for the U.S. withholding taxes paid, provided certain conditionsare met.

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Withholding and Reporting

Your employer will withhold income tax when you exercise your options if there is salary todeduct from; otherwise you will be required to pay any remaining tax. It is your responsibilityto pay and report any taxes due when you sell shares acquired under the SIP and if dividendsare paid.

Social Security

Your employer will withhold the pension fee (unless the wage cap has been met) whenshares are purchased under the SIP.

RESTRICTED STOCK UNITS:

Grant

You will not be subject to tax when the restricted stock units are granted to you.

Vesting

You will be subject to income tax and the pension fee (to the extent that you have notexceeded the wage cap) when the restricted stock units vest. You will be taxed on the fairmarket value of the shares paid to you on the date of vesting.

Any accumulated dividend equivalents which are released to you with the restricted stockunits at vesting will be subject to tax.

Sale of Shares

When you subsequently sell the shares that you acquire under the SIP, any capital gain (i.e.,the difference between the sale price and the fair market value of the shares at the time ofvesting) will be subject to capital gains tax.

As an alternative, you may choose to be taxed on a certain percentage of the sale proceedssince the shares are listed on an exchange (i.e., the NYSE).

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax on dividend payments that you receive. The dividends received will be subject tocapital income tax in Sweden and to U.S. federal income withholding tax. You may beentitled to a Swedish tax credit for the U.S. withholding taxes paid, provided certain conditionsare met.

Withholding and Reporting

Your employer will pay income tax when you vest in the restricted stock units. It is yourresponsibility to pay and report any taxes due when you sell shares acquired under the SIPand if dividends are paid.

Social Security

Your employer will withhold the pension fee (unless the wage cap has been met) at vestingon the fair market value of the shares released on the date of vesting.

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PERFORMANCE-BASED RESTRICTED UNITS:

Grant

You will not be subject to tax when the performance-based restricted units are granted to you.

Vesting

You will be subject to income tax and the pension fee (to the extent that you have notexceeded the wage cap) at the end of the performance period when the shares are releasedto you. You will be taxed on the fair market value of the shares on the release date.

Sale of Shares

When you subsequently sell the shares that you acquire under the SIP, any capital gain (i.e.,the difference between the sale price and the fair market value of the shares on the releasedate) will be subject to capital gains tax.

As an alternative, you may choose to be taxed on a certain percentage of the sale proceedssince the shares are listed on an exchange (i.e., the NYSE).

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax on dividend payments that you receive. The dividends received will be subject tocapital income tax in Sweden and to U.S. federal income withholding tax. You may beentitled to a Swedish tax credit for the U.S. withholding taxes paid, provided certain conditionsare met.

Withholding and Reporting

Your employer will pay income tax at the end of the performance period when the shares arereleased to you. It is your responsibility to pay and report any taxes due when you sell sharesacquired under the SIP and if dividends are paid.

Social Security

Your employer will withhold the pension fee (unless the wage cap has been met) at the end ofthe performance period when the shares are released to you.

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UNITED KINGDOM TAX CONSEQUENCES

The following is a general summary description of the tax consequences of your participationin the Hewlett-Packard Company Share Ownership Plan (the “SOP”) and the Amended andRestated Hewlett-Packard Company 2004 Stock Incentive Plan (the “SIP”).

This description is based on the tax and other laws concerning equity awards in effect in yourcountry as of March 2010. Such laws are often complex and change frequently. As a result,the information contained in this supplement may be out of date at the time you are grantedan award, acquire shares or sell shares you acquire under the SOP and/or the SIP or receivedividends on such shares.

In addition, this description does not discuss all of the various laws, rules and regulations thatmay apply. It may not apply to your particular tax or financial situation, and Hewlett-PackardCompany (“HP”) is not in a position to assure you of any particular tax result. Accordingly,you are strongly advised to seek appropriate professional advice as to how the tax orother laws in your country apply to your specific situation. You are also advised toseek advice with respect to U.S. inheritance and/or estate taxes as you may be subjectto those with respect to shares acquired under the SOP or the SIP.

If you are a citizen or resident of another country, transfer employment after you are grantedan award, or are considered a resident of another country for local law purposes, theinformation contained in this description may not apply to you.

Note: The particular terms of the SOP or stock options or restricted stock or restricted stockunits or performance-based restricted units granted to you pursuant to the SIP are set forth inthe applicable plan and award agreement (the “Plan Documents”). If there is aninconsistency between the description below and the Plan Documents, the Plan Documentswill govern. As stated in the Plan Documents, the ability to participate in the SOP and/or theSIP is not a contract or a guarantee of continued employment. Employment is and always willbe on the basis provided for in your employment agreement, if any. The SOP and the SIP arenot part of your salary and will not be included in calculations of any severance payments thatmay be payable upon termination of employment.

THE SOP

Enrollment in the SOP

You are not subject to tax when you enroll in the SOP (or are offered the opportunity toparticipate in the SOP).

Purchase of Shares

When shares are purchased, you will be subject to income tax on the difference (or spread)between the fair market value of the shares on the date of purchase and the purchase price.You also will be subject to employer’s and employee’s national insurance contributions(“NICs”) on this amount.

Sale of Shares

When you subsequently sell the shares that you purchased under the SOP, any capital gain(i.e., the difference between the sale price and the fair market value of the shares at the timeof purchase) will be subject to capital gains tax to the extent the gain exceeds the annualpersonal exemption. Any capital gains you realize before April 6, 2008 are subject to taperrelief (calculated with reference to the period of time during which you hold the sharesfollowing their purchase and whether you continue to be employed by HP or one of its

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subsidiaries) and to the annual personal exemption before capital gains tax is payable. Anycapital gains you realize from April 6, 2008 will be taxable at a flat rate (currently 18%) ongains in excess of the annual personal exemption.

If you acquire HP shares from other sources, the share identification rules may need to betaken into account in calculating your capital gains tax liability.

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax on dividend payments that you receive, even though the dividends paid on theshares held in your SOP account are automatically reinvested in HP stock. The dividendsreceived will be subject to income tax in the U.K. and to U.S. federal income withholding tax.You may be entitled to a U.K. tax credit for the U.S. withholding taxes paid, provided certainconditions are met.

Withholding and Reporting

When shares are purchased for you under the SOP, your employer will be responsible forincome tax withholding under the Pay As You Earn system (“PAYE”) in relation to the spreadat purchase and for paying the income tax and employer’s and employee’s NICs withheld tothe U.K. HM Revenue and Customs on your behalf. Your employer will inform you of how itintends to recoup the income tax that it pays on your behalf. If you fail to pay to the employerthe income tax due within 90 days of the date of purchase, you will be deemed to havereceived a further taxable benefit equal to the amount of income tax the employer has paid onyour behalf, and you will have to pay further tax on this amount.

It is your responsibility to pay and report any taxes due when you sell shares acquired underthe SOP and if dividends are paid.

Social Security

Your employer will withhold employer’s and employee’s NICs when shares are purchased foryou under the SOP.

THE SIP (Stock Options, Restricted Stock and Performance-Based Restricted Units)

UNAPPROVED OPTIONS:

Grant

You will not be subject to tax when the options are granted to you.

Vesting

You will not be subject to tax when the options vest.

Exercise

When you exercise your options, you will be subject to income tax on the difference (orspread) between the fair market value of the shares on the date of exercise and the exerciseprice. You also will be subject to employer’s and employee’s NICs on this amount.

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Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax on dividend payments that you receive. The dividends received will be subject toincome tax in the U.K. and to U.S. federal income withholding tax. You may be entitled to aU.K. tax credit for the U.S. withholding taxes paid, provided certain conditions are met.

Sale of Shares

When you subsequently sell the shares acquired under the SIP, any capital gain (i.e., thedifference between the sale price and the fair market value of the shares at exercise) will besubject to capital gains tax to the extent the gain exceeds the annual personal exemption.Any capital gains you realize before April 6, 2008 are subject to taper relief (calculated withreference to the period of time during which you hold the shares following their purchase andwhether you continue to be employed by HP or one of its subsidiaries) and to the annualpersonal exemption before capital gains tax is payable. Any capital gains you realize fromApril 6, 2008 will be taxable at a flat rate (currently 18%) on gains in excess of the annualpersonal exemption.

If you acquire HP shares from other sources, the share identification rules may need to betaken into account in calculating your capital gains tax liability.

Withholding and Reporting

When you exercise your options, your employer will be responsible for income tax withholdingunder the Pay As You Earn system (“PAYE”) in relation to the spread at exercise and forpaying the income tax and employer’s and employee’s NICs withheld to the U.K. HMRevenue and Customs on your behalf. Your employer will inform you of how it intends torecoup the income tax that it pays on your behalf. If you fail to pay to the employer theincome tax due within 90 days of the date of exercise of the options, you will be deemed tohave received a further taxable benefit equal to the amount of income tax the employer haspaid on your behalf, and you will have to pay further tax on this amount.

It is your responsibility to pay and report any taxes due when you sell shares acquired underthe SIP and if dividends are paid.

Social Security

Your employer will withhold employer’s and employee’s NICs when you exercise youroptions.

APPROVED OPTIONS:

Grant

You will not be subject to tax when the options are granted to you.

Vesting

You will not be subject to tax when the options vest.

Exercise

If you exercise your options in qualified circumstances, you will not be subject to income taxor employee’s NICs at exercise.

176

However, if you exercise your options other than in qualified circumstances, you will besubject to income tax and employer’s and employee’s NICs on the difference (or spread)between the fair market value of the shares on the date of exercise and the exercise price.

Sale of Shares

When you subsequently sell the shares acquired under the SIP, any capital gain (i.e., thedifference between the sale price and the fair market value of the shares at exercise) will besubject to capital gains tax to the extent the gain exceeds the annual personal exemption.Any capital gains you realize before April 6, 2008 are subject to taper relief (calculated withreference to the period of time during which you hold the shares following their purchase andwhether you continue to be employed by HP or one of its subsidiaries) and to the annualpersonal exemption before capital gains tax is payable. Any capital gains you realize fromApril 6, 2008 will be taxable at a flat rate (currently 18%) on gains in excess of the annualpersonal exemption.

If you exercise your options other than in qualified circumstances, the excess of the proceedsrealized on the day of sale over the market value of the stock on the day of exercise will betreated as a capital gain.

If you exercise your option in qualified circumstances, the excess of the proceeds realized onthe day of sale over the exercise price paid to acquire the stock will be treated as a capitalgain.

If you acquire HP shares from other sources, the share identification rules may need to betaken into account in calculating your capital gains tax liability.

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax on dividend payments that you receive. The dividends received will be subject toincome tax in the U.K. and to U.S. federal income withholding tax. You may be entitled to aU.K. tax credit for the U.S. withholding taxes paid, provided certain conditions are met.

Withholding and Reporting

If your options are exercised in qualified circumstances, your employer has no withholdingobligations in connection with your approved options. However, your employer is required toreport the details of the grant and exercise of your options on its annual tax returns filed withthe U.K. HM Revenue and Customs.

If you exercise your options other than in qualified circumstances, your employer will beresponsible for income tax withholding under the Pay As You Earn system (“PAYE”) inrelation to the spread at exercise and for paying the income tax and employer’s andemployee’s NICs withheld to the U.K. HM Revenue and Customs on your behalf. Youremployer will inform you of how it intends to recoup the income tax that it pays on your behalf.If you fail to pay to the employer the income tax due within 90 days of the date of exercise ofthe options, you will be deemed to have received a further taxable benefit equal to the amountof income tax the employer has paid on your behalf, and you will have to pay further tax onthis amount.

You will also be subject to NICs on the amount on which income tax is payable at exercise.

It is your responsibility to pay and report any taxes due when you sell shares acquired underthe SIP and if dividends are paid.

177

Social Security

Your employer will withhold employer’s and employee’s NICs when you exercise your optionsin unapproved circumstances.

RESTRICTED STOCK:

Grant

You will not be subject to tax when the restricted stock is granted to you.

Vesting

You will be subject to income tax and employer’s and employee’s NICs when the restrictedstock vests. You will be taxed on the fair market value of the shares paid to you on the dateof vesting.

Sale of Shares

When you subsequently sell the shares that you acquire under the SIP, any capital gain (i.e.,the difference between the sale price and the fair market value of the shares at the time ofvesting) will be subject to capital gains tax to the extent the gain exceeds the annual personalexemption. Any capital gains you realize before April 6, 2008 are subject to taper relief(calculated with reference to the period of time during which you hold the shares followingtheir purchase and whether you continue to be employed by HP or one of its subsidiaries) andto the annual personal exemption before capital gains tax is payable. Any capital gains yourealize from April 6, 2008 will be taxable at a flat rate (currently 18%) on gains in excess ofthe annual personal exemption.

If you acquire HP shares from other sources, the share identification rules may need to betaken into account in calculating your capital gains tax liability.

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax on dividend payments that you receive. The dividends received will be subject toincome tax in the U.K. and to U.S. federal income withholding tax. You may be entitled to aU.K. tax credit for the U.S. withholding taxes paid, provided certain conditions are met.

Withholding and Reporting

Your employer will be responsible for withholding under the Pay As You Earn (“PAYE”)system in relation to the tax due at vesting and therefore, for paying the income tax withheldto the U.K. HM Revenue and Customs on your behalf. Your employer will inform you of how itintends to recoup the income tax that it pays on your behalf. If you fail to pay to the employerthe income tax due within 90 days of the date of vesting of the restricted stock, you will bedeemed to have received a further taxable benefit equal to the amount of income tax theemployer has paid on your behalf, and you will have to pay further tax on this amount.

It is your responsibility to pay and report any taxes due when you sell shares acquired underthe SIP and if dividends are paid.

Social Security

Your employer will withhold employer’s and employee’s NICs when the restricted stock vests.

178

PERFORMANCE-BASED RESTRICTED UNITS:

Grant

You will not be subject to tax when the performance-based restricted units are granted to you.

Vesting

You will be subject to income tax and employer’s and employee’s NICs at the end of theperformance period when the shares are released to you. You will be taxed on the fairmarket value of the shares on the release date.

Sale of Shares

When you subsequently sell the shares that you acquire under the SIP, any capital gain (i.e.,the difference between the sale price and the fair market value of the shares on the releasedate) will be subject to capital gains tax to the extent the gain exceeds the annual personalexemption. Any capital gains you realize before April 6, 2008 are subject to taper relief(calculated with reference to the period of time during which you hold the shares followingtheir purchase and whether you continue to be employed by HP or one of its subsidiaries) andto the annual personal exemption before capital gains tax is payable. Any capital gains yourealize from April 6, 2008 will be taxable at a flat rate (currently 18%) on gains in excess ofthe annual personal exemption.

If you acquire HP shares from other sources, the share identification rules may need to betaken into account in calculating your capital gains tax liability.

Dividends

If you hold HP shares and HP declares a dividend on the shares, you will be subject toincome tax on dividend payments that you receive. The dividends received will be subject toincome tax in the U.K. and to U.S. federal income withholding tax. You may be entitled to aU.K. tax credit for the U.S. withholding taxes paid, provided certain conditions are met.

Withholding and Reporting

Your employer will be responsible for withholding under the Pay As You Earn (“PAYE”)system in relation to the tax due at the end of the performance period when the shares arereleased to you and therefore, for paying the income tax withheld to the U.K. HM Revenueand Customs on your behalf. Your employer will inform you of how it intends to recoup theincome tax that it pays on your behalf. If you fail to pay to the employer the income tax duewithin 90 days of the release date, you will be deemed to have received a further taxablebenefit equal to the amount of income tax the employer has paid on your behalf, and you willhave to pay further tax on this amount.

It is your responsibility to pay and report any taxes due when you sell shares acquired underthe SIP and if dividends are paid.

Social Security

Your employer will withhold employer’s and employee’s NICs at the end of the performanceperiod when the shares are released to you.

179

EXHIBIT II: TABLE OF SIGNIFICANT SUBSIDIARIES

HP owns, directly or indirectly, 100% of the shares of each company in this table save asindicated.

Principal Affiliates and Addresses

Country ofIncorporationor Organisation

PrincipalBusiness

Hewlett-Packard Argentina S.R.L.Montaneses 2140, Buenos Aires, 1428 Argentina

Argentina Sales & Support

Hewlett-Packard Australia Pty. Ltd.353 Burwood Highway, Forest Hill, Victoria 3131,Australia

Australia Sales & Support

Distribution

EDS (Australia) Superannuation Fund Pty. LtdLevel 9, 436 St. Kilda RoadMelbourne, V3004, Australia

Australia Special Purpose(Trustee)

Hewlett-Packard Gesellschaft m.b.H.Wienerbergstrasse 41, 1120 Vienna, Austria

Austria Sales & Support

Hewlett-Packard Belgium SPRL/BVBAHermeslaan 1a, B-1831 Diegem, Belgium

Belgium Sales & Support

Hewlett-Packard Industrial Printing Solutions EuropeBVBAHermeslaan 1A, 1831 Diegem, Belgium

Belgium Distribution

Sales & Support

High Tech Services Insurance, Ltd.,Craig Appin House, 8 Wesley StreetHamilton HM 11, Bermuda

Bermuda Service Provider

Hewlett-Packard Brasil Ltda.Alameda Rio Negro, 750-1st Floor, Room 04,Alphaville, Barueri, Sao Paulo, 06454-000, Brazil

Brazil Sales & Support

Hewlett-Packard Bulgaria EooDBusiness Center Kambanite, Wing B, 258Okolovrasten Pat str., 1766 Sofia, Bulgaria

Bulgaria Sales & Support

Hewlett-Packard (Canada) Co.5150 Spectrum Way, Mississauga, OntarioL4W 5G1, Canada

Canada Sales & Support

Hewlett-Packard Marigalante LtdMaples Corporate Services LimitedUgland House, P.O. Box 309Grand Cayman, KY1-1104, Cayman Islands

Cayman Islands Factory

180

Principal Affiliates and Addresses

Country ofIncorporationor Organisation

PrincipalBusiness

Hewlett-Packard Chile Comercial LimitadaMarino Sanchez Fontecilla 310, Piso 13, Las CondesCP 6763-250, Santiago, Chile

Chile Sales & Support

HP Financial Services (Chile) LimitadaMarino Sanchez Fontecilla 310, Piso 13, Las CondesCP 6763-250, Santiago, Chile

Chile FinancialSubsidiary

Hewlett-Packard Technology (Shanghai) Co. Ltd.2nd Floor, No. 20 Jia Feng RoadWaigaoqiao Free Trade Zone, PudongShanghai 200131, China

China Factory

Hewlett-Packard Trading (Shanghai) Co. Ltd.2nd Floor, No. 20 Jia Feng RoadWaigaoqiao Free Trade Zone, PudongShanghai 200131, China

China Sales & Support

Distribution

Shanghai Hewlett-Packard Co. Ltd.25 Yunqiao Rd, T22 Jinqiao Export ProcessingZone, Export Processing Zone, Pudong Shanghai201206, China

China Manufacturing

Distribution

Sales & Support

China Hewlett-Packard Co. Ltd.No. 112, HP Building, Jian Guo Lu, Beijing, China,100022(HP owns a 70% interest in this company)

China Sales & Support

Hewlett-Packard Costa Rica Ltda.Calle 7 Avenida 7 y 9, Edificia 751, c/o John Aguilary Associados Ltda, San Jose, Barrio Amon, CostaRica

Costa Rica Sales & Support

Service Provider

Hewlett-Packard d.o.o.Airport City, Omladinskih brigade 90b, 11070Zagreb, Croatia

Croatia Sales & Support

Hewlett-Packard Cyprus LtdChytron 5, Ag. OmologitesP.C. 1075, Nicosia, Cyprus

Cyprus Sales & Support

Hewlett-Packard s.r.o.Vyskocilova 1/1410, 140 21 Praha, Czech Republic

Czech Republic Sales & Support

Hewlett-Packard ApS8 Engholm Parkvej, Allerod 3450, Denmark

Denmark Sales & Support

Service Provider

181

Principal Affiliates and Addresses

Country ofIncorporationor Organisation

PrincipalBusiness

Hewlett-Packard Ecuador CIA Ltda.Avenida 12 de Octubre y Francisco Salazar, EdificioMPlaza 2000, Piso 10, Quito, Ecuador

Ecuador Sales & Support

Hewlett-Packard Egypt Ltd.Smart Village, KM 28.8 Cairo / Alexandria DesertRoad B 86 – 1st Floor, Area Postal Code 12577,Giza, Egypt

Egypt Sales & Support

Hewlett-Packard OYPiispankalliontie , 02200 Espoo, Finland

Finland Sales & Support

Hewlett-Packard France SAS80, rue Camille Desmoulins, 92130 Issy-les-Moulineaux, France

France Sales & Support

Hewlett Packard Centre de Competences, FranceSAS1, Avenue du Canada, Les Ulis 91147, France

France Manufacturing

Distribution

Hewlett-Packard GmbHHerrenberger Strasse 140, 71034 Boeblingen,Germany

Germany Sales & Support

Manufacturing

Hewlett-Packard Immobilien GmbHHerrenberger Strasse 140, 71034 Boeblingen,Germany

Germany FinancialSubsidiary

Hewlett-Packard Hellas EPE76, Voriou Epirou Street, 151 25 Maroussi, Athens,Greece

Greece Sales & Support

Hewlett-Packard Guatemala, Limitada7 AV. 5-10 Zona 4Centro Financiero Torre 2 Nivel 11Guatemala

Guatemala Sales & Support

Hewlett-Packard HK SAR Ltd.19/F, Cityplaza One, 1111 King’s Road, TaikooShing Hong Kong

Hong Kong Sales & Support

Hewlett-Packard Magyarorszag Kft.Aliz utca 1, 1117 Budapest, Hungary

Hungary Sales & Support

Hewlett-Packard India Sales Private Limited24 Salarpuria Arena, Hosur Main Road, Adugodi,Bangalore 560-030 India

India Sales & Support

Hewlett-Packard Globalsoft Limited39/40 Electronics City, Phase II, Electronics City,

India Service Provider

182

Principal Affiliates and Addresses

Country ofIncorporationor Organisation

PrincipalBusiness

Hosur Road, Bangalore 560 100, India

PT Hewlett-Packard Berca ServisindoMenara Bank Danamon, 23rd Floor, JI. Prof Dr.Satrio Kav.EIV/6, Mega Kuningan, Jakarta, 12950, Indonesia(HP owns a 50% interest in this company)

Indonesia Sales & Support

Distribution

Hewlett-Packard International Bank Public LimitedCompanyLiffey Park Technology Campus, Barnhall Road,Leixlip, Kildare County, Ireland

Ireland FinancialSubsidiary

Hewlett-Packard Ireland Limited70 Sir John Rogerson’s Quay, Dublin 2, Ireland

Ireland Sales & Support

Hewlett-Packard (Manufacturing) Ltd.70 Sir John Rogerson’s Quay, Dublin 2, Ireland

Ireland Manufacturing

Hewlett-Packard Indigo Ltd.Kiryat Weizmann, P.O. Box 150, 76101 Rehovot,Israel

Israel Manufacturing

Hewlett-Packard Italiana S.r.l.Via G. Di Vittorio 9, 20063 Cernusco Sul Naviglio,Milano, Italy

Italy Sales & Support

Hewlett-Packard Japan Ltd.3-29-21, Takaido-Higashi, Suginami-ku, Tokyo, 168-8585 Japan

Japan Sales & Support

Manufacturing

Hewlett-Packard Korea Ltd.HP Korea House, 23-6 Yoido-dong, Youngdeungpo-gu, Seoul, 150-724, Republic of Korea

Korea Sales & Support

Distribution

Hewlett-Packard SIAPalastia iela 7, LV-1050 Riga, Latvia

Latvia Sales & Support

UAB Hewlett-PackardP. Luksio 32, 7th Floor, Vilnius LT-08222, Lithuania

Lithuania Sales & Support

Hewlett-Packard Luxembourg S.C.A.Vegacenter, 75, Parc d’Activites CapellenL – 8308 Capellen, Luxembourg

Luxembourg Sales & Support

Hewlett-Packard Macau LimitedAlameda Dr. Carlos d’AssumpcaoNo. 180, Edificio Tong Nam Ah Centro Comercial6 andar V, Macau

Marcau Sales & Support

183

Principal Affiliates and Addresses

Country ofIncorporationor Organisation

PrincipalBusiness

Hewlett-Packard (M) Sdn. Bhd.HP Towers, 12 Jalan Gelanggang, Bukit Damansara,50490 Kuala Lumpur, Malaysia

Malaysia Sales & Support

Marketing

Hewlett-Packard Mexico S. De R.L. de C.V.Prolongacion Paseo de la Reforma No 700, ColLomas de Santa Fe 01210, Mexico

Mexico Sales & Support

Distribution

Manufacturing

Hewlett-Packard SARLSidi Maarouf, Lotissement La Colline No 10,Casablanca, Morocco

Morocco Sales & Support

Hewlett-Packard Europe B.V.Startbaan 16, (P.O. Box 667, 1180 AR Amstelveen),1187 XR Amstelveen, Netherlands

Netherlands HoldingSubsidiary

Hewlett-Packard Nederland B.V.Startbaan 16, (P.O. Box 667, 1180 AR Amstelveen),1187 XR Amstelveen, Netherlands

Netherlands Sales & Support

Hewlett-Packard New Zealand22 Viaduct Harbour Avenue, Maritime Square,Auckland, New Zealand

New Zealand Sales & Support

Hewlett-Packard (Nigeria) Limited2nd Floor Octagon Building, 13A A.J. Marinho Drive,Victoria Island Extension, Lagos, Nigeria

Nigeria Sales & Support

Hewlett-Packard Norge A/SOstenjoveien 32, 0602 Oslo, Norway

Norway Sales & Support

Hewlett-Packard Peru S.R.L.Avenida Victor Andres, Belaunde 147, Torre 12, Piso3, Lima, San Isidro, 27 Peru

Peru Sales & Support

Hewlett-Packard Philippines Corporation37th Floor, Robinson’s Summitt Center, 6783 AyalaAvenue, Makati City, Philippines

Philippines Sales & Support

Hewlett-Packard Polska Sp. Z.o.o.University Business Center II, ul. Szturmowa 2A, 02-678 Warszawa, Poland

Poland Sales & Support

Hewlett-Packard Portugal Lda.Quinta da Fonte, Edificio D. Sancho I, 2770-071Paço D’Arcos, Portugal

Portugal Sales & Support

Hewlett-Packard (Romania) SRLNovo Park F Building, Str. Fabrica de Glucoza nr 5,

Romania Sales & Support

184

Principal Affiliates and Addresses

Country ofIncorporationor Organisation

PrincipalBusiness

10th Floor, Sector 2, 020331 Romania

ZAO Hewlett-Packard AOLeningradskoe shosse 16 A, Bldg. 3, 125171,Moscow, Russian Federation

Russia Sales & Support

Hewlett-Packard d.o.o.Omladinskih brigade 90b, 11070 Belgrade, Serbia

Serbia Sales & Support

Hewlett-Packard Asia Pacific Pte. Ltd.450 Alexandra Road, Singapore, 119960

Singapore Distribution

Hewlett-Packard International Pte. Ltd.450 Alexandra Road, Singapore, 119960

Singapore Manufacturing

Hewlett-Packard Singapore (Private) Limited450 Alexandra Road, Singapore, 119960

Singapore Manufacturing

Hewlett-Packard Singapore (Sales) Pte. Ltd.450 Alexandra Road, Singapore, 119960

Singapore Sales & Support

Hewlett-Packard Slovakia s.r.o.Galvaniho 7, 820 02 Bratislava, 22 Slovakia

Slovakia Sales & Support

Hewlett-Packard d.o.o., druzba za tehnoloske restiveTivolska cesta 48, 1000 Ljubljana, Slovenia

Slovenia Sales & Support

Hewlett-Packard South Africa (Proprietary) Limited12 Autumn Street, Rivonia, 2128 Sandton, SouthAfrica

South Africa Sales & Support

Hewlett-Packard Espanola, S.L.Calle Vicente Aleixandre, 1, Parque Empresarial,Las Rozas de Madrid, 28230 Madrid, Spain

Spain Sales & Support

Service Provider

Hewlett-Packard Sverige AB36 Gustav IIIs Boulevard, 16985 Stockholm, Sweden

Sweden Sales & Support

Hewlett-Packard (Schweiz) GmbHUeberlandstrasse 1, 8600 Dubendorf/Zurich,Switzerland

Switzerland Sales & Support

Hewlett-Packard International Sarl150, route du Nant-d Avril, 1217 – Meyrin 2, Geneva,Switzerland

Switzerland Service Provider

Manufacturing

Distribution

Sales & Support

185

Principal Affiliates and Addresses

Country ofIncorporationor Organisation

PrincipalBusiness

Hewlett-Packard Taiwan Ltd.106, 9th Floor, Section 5 Hsin-Yi Road,Hsin-Yi District, Taipei, Taiwan

Taiwan Sales & Support

Hewlett-Packard (Thailand) Limited968,U-Chu-Liang Building, 2-3rd Floor, Rama IVRoad, Silom Subdistrict, Bangrak District, Bangkok,Thailand

Thailand Sales & Support

Hewlett-Packard Teknoloji Cozumleri Limited SirketiEski Uskudar Cad. No 10, VIP Plaza, Kat: 8-14Kozyatagi, 34752 Istanbul, Turkey

Turkey Sales & Support

Hewlett-Packard Middle East FZ-LLCP.O. Box 17295, Bldg #13, Third Floor, DubaiInternet City, United Arab Emirates

United ArabEmirates

Sales & Support

Hewlett-Packard LimitedCain Road, Bracknell, Berks, RG12 1HN,United Kingdom

United Kingdom Sales & Support

HoldingSubsidiary

Hewlett-Packard Manufacturing Ltd.151 St Vincent Street, Glasgow G2 5NJ,United Kingdom

United Kingdom Manufacturing

HP Enterprise Services UK LtdCain Road, Bracknell, BerksRG12 1HN, United Kingdom

United Kingdom Service Provider

Hewlett-Packard Bermuda Enterprises, LLC3000 Hanover Street, Palo Alto, CA 94304, USA

United States HoldingSubsidiary

Hewlett-Packard Development Company, L.P.11445 Compaq Center Drive West, Houston, TX77070

United States HoldingSubsidiary

Hewlett-Packard Enterprises, LLC3000 Hanover Street, Palo Alto, CA 94304

United States HoldingSubsidiary

Hewlett-Packard Financial Services Company420 Mountain Avenue, Murray Hill, NJ 07974

United States FinanceSubsidiary

Hewlett–Packard Inter-Americas3000 Hanover Street, Palo Alto, CA 94304, USA

United States HoldingSubsidiary

Hewlett-Packard Luxembourg Enterprises, LLC3000 Hanover Street, Palo Alto, CA 94304, USA

United States HoldingSubsidiary

Hewlett-Packard Mergeco VI, LLCStartbaan 16, 1187 XR Amstelveen, Netherlands

United States Holding

186

Principal Affiliates and Addresses

Country ofIncorporationor Organisation

PrincipalBusiness

Subsidiary

Hewlett-Packard Products CV 1, LLC3000 Hanover Street, Palo Alto, CA 94304, USA

United States HoldingSubsidiary

Hewlett-Packard Products CV 2, LLC3000 Hanover Street, Palo Alto, CA 94304, USA

United States HoldingSubsidiary

Hewlett-Packard Software LLC3000 Hanover Street, Palo Alto, CA 94304, USA

United States HoldingSubsidiary

Hewlett-Packard World Trade, LLC.3000 Hanover Street, Palo Alto, CA 94304, USA

United States HoldingSubsidiary

HP Financial Services International HoldingsCompany420 Mountain Avenue, Murray Hill, NJ 07974, USA

United States FinancialSubsidiary

HPFS Global Holdings I, LLC420 Mountain Avenue, Murray Hill, NJ 07974, USA

United States FinancialSubsidiary

HPFS Global Holdings II, LLC420 Mountain Avenue, Murray Hill, NJ 07974, USA

United States FinancialSubsidiary

Bitfone Corporation3000 Hanover Street, Palo Alto, CA 94304, USA

United States Manufacturing

Sales & Support

Compaq Computer (Delaware) LLC3000 Hanover Street, Palo Alto, CA 94304, USA

United States HoldingSubsidiary

Compaq Latin America Corporation3000 Hanover Street, Palo Alto, CA 94304, USA

United States Sales & Support

Distribution

HoldingSubsidiary

Computer Insurance CompanyMS MR02-1/C16, 2 Results Way, Marlboro, MA07752, USA

United States FinancialSubsidiary

HP Enterprise Services, LLC5400 Legacy Drive, Plano, TX 75024-3199 USA

United States HoldingSubsidiary

E.D.S. Spectrum Corporation5400 Legacy Drive, Plano, TX 75024, USA

United States HoldingSubsidiary

Service Provider

187

Principal Affiliates and Addresses

Country ofIncorporationor Organisation

PrincipalBusiness

Hewlett-Packard Administrative Services LLC5400 Legacy Drive, Plano, TX 75024, USA

United States HoldingSubsidiary

Service Provider

Hewlett-Packard Asia Pacific Services Corporation5400 Legacy Drive, Plano, TX 75024, USA

United States HoldingSubsidiary

Service Provider

E.D.S. Global Contracts LLC5400 Legacy Drive, Plano, TX 75024, USA

United States HoldingSubsidiary

Service Provider

EDS South LLC5400 Legacy Drive, Plano, TX 75024, USA

United States HoldingSubsidiary

Service Provider

EDS World Corporation (Far East) LLC5400 Legacy Drive, Plano, TX 75024, USA

United States HoldingSubsidiary

EDS World Corporation (Netherlands) LLC5400 Legacy Drive, Plano, TX 75024, USA

United States HoldingSubsidiary

Hewlett-Packard World Services Corporation (namechange 1/1/2010)5400 Legacy Drive, Plano, TX 75024

United States Service Provider

ExcellerateHRO LLP5400 Legacy Drive, Plano, TX 75024, USA

United States Service Provider

ExcellerateHRO World Services LLC5400 Legacy Drive, Plano, TX 75024, USA

United States HoldingSubsidiary

Service Provider

EYP Mission Critical Engineering, Inc.440 Park Ave. South, 14th FloorNew York, NY 10016, USA

United States EngineeringConsulting

EYP Mission Critical Facilities, Inc.440 Park Avenue South14th FloorNew York, NY 10016, USA

United States EngineeringConsulting

Indigo America, Inc.3000 Hanover Street, Palo Alto, CA 94304, USA

United States Sales & Support

188

Principal Affiliates and Addresses

Country ofIncorporationor Organisation

PrincipalBusiness

Mercury Interactive, LLCStartbaan 16, 1187 XR Amstelveen, Netherlands

United States HoldingSubsidiary

NHIC, Corp.5400 Legacy Drive, Plano, TX 75024, USA

United States Service Provider

Saber Software, Inc.5400 Legacy Drive, Plano, TX 75024

United States Service Provider

SafeGuard Services LLC5400 Legacy Drive, Plano, TX 75024

United States HoldingSubsidiary

Service Provider

Shoreline Investment Management Company3000 Hanover Street, Palo Alto, CA 94304, USA

United States HoldingSubsidiary

Tall Tree Insurance Company76 St. Paul Street, Suite 500, Burlington, VT 05401-4477

United States FinancialSubsidiary

Tandem Computers India Limited3000 Hanover Street, Palo Alto, CA 94304, USA

United States Sales & Support

Wendover Financial Services Corporation5400 Legacy Drive, Plano, TX 75024

United States Service Provider

WTAF, LLC420 Mountain Avenue, Murray Hill, NY 07974

United States FinancialSubsidiary

Hewlett-Packard Venezuela, S.R.L.Avenida Francisco de Miranda,Torre Hewlett-Packard, Piso 18, Los Palos Grandes,Caracas, 1062 Venezuela

Venezuela Sales & Support

Hewlett-Packard Vietnam Ltd.29 Le Duan Street, Saigon Tower, Level 10, Dist 1,Ho Chi Minh City, Vietnam

Vietnam Sales & Support

189

EXHIBIT III: PASSPORTING COUNTRIES AND REGULATORS

Following is a table detailing the regulators in each country to which this prospectus will bepassported.

Country Name of Regulator Address of Regulator

Austria Finanzmarktaufsicht Praterstraße 23, A-1020Vienna

Belgium Commission bancaire etfinancière et des assurances

Rue du Congrès, 12-141000 Bruxelles

Bulgaria Financial SupervisionCommission

33, Shar Planina StreetSofia 1303

Czech Republic Czech Securities Commission Washingtonova 7P.O.Box 208 111 21 Prague

Denmark Finanstilsynet GI, Kongevej 74A1850 Frederiksberg C

Finland Rahoitustarkastus Snellmaninkatu 6,00101 Helsinki

France Autorité des marchés fianciers 17, place de la Bourse75082 Paris Cedex 2

Germany Bundesanstalt fürFinanzdienstleistungsaufsicht

Securities SupervisionLurgiallee 12D-60 439 Frankfurt

OR PO Box 50 01 54D-60391 Frankfurt

Greece Capital Market Commission 1 Kolokotroni and StadiouStr. 105 62 Athens

Ireland Irish Financial ServicesRegulatory Authority

PO Box 9138, CollegeGreen, Dublin 2

Italy Commissione Nazionale per leSocieta 3 la Borsa

Via G.B. Martini, 300198 Rome

Netherlands Autoriteit Financiële Markten(AFM)

P.O.Box 11723 – 1001 GSAmsterdam

Norway Kredittilsynet, delegated to OsloBø15

P.b. 460 Sentrum, 0105Oslo

Poland Polish Financial SupervisorAuthority

PI. Powsta ców Warszawy1 00-950 Warszawa

190

Country Name of Regulator Address of Regulator

Portugal Comissão do Mercado de ValoresMobiliários

Av. Liberdade n.º 2521056-801 Lisbon, Portugal

Romania Comisia Nationala a ValorilorMobiliare

Str. Foi*orului nr.2, sector 3,Bucharest, Romania

Slovak Republic Nacional Bank of Slovakia Národná banka Slovenska(NBS), Imricha Karvaša 1,813 25 Bratislava

Spain Comisión Nacional del Mercadode Valores

Paseo Castellana, 19 –28046 Madrid

Sweden Finansinspektionen Box 6750, SE-113 85Stockholm

United Kingdom Financial Services Authority 25 North ColonnadeCanary WharfLondonE14 5HS

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EXHIBIT IV: HEWLETT-PACKARD COMPANY 2000 EMPLOYEE STOCK PURCHASEPLAN (SOP)

Amended and restated July 21, 2005Amendment approved by stockholders March 16, 2005

Amended July 15, 2004, subject to stockholder approvalAmended September 12, 2002

Amended March 29, 2001Amended August 16, 2000

Approved by stockholders February 29, 2000Adopted by HR and Compensation Committee November 18, 1999, effective November 1, 2000

HEWLETT PACKARD COMPANY2000 EMPLOYEE STOCK PURCHASE PLAN

1. PURPOSE.

The purpose of this Plan is to provide an opportunity for Employees of HewlettPackard Company (the “Corporation”) and its Designated Affiliates to purchase CommonStock of the Corporation and thereby to have an additional incentive to contribute to theprosperity of the Corporation. It is the intention of the Corporation that the Plan qualify as an“Employee Stock Purchase Plan” under Section 423 of the Internal Revenue Code of 1986,as amended, although the Corporation makes no undertaking nor representation to maintainsuch qualification. In addition, this Plan document authorizes the grant of options under anon-423 Plan which do not qualify under Section 423 of the Code pursuant to rules,procedures or sub-plans adopted by the Board (or its designate) designed to achieve desiredtax or other objectives.

2. DEFINITIONS.

(a) “Affiliate” shall mean any (i) Subsidiary and (ii) any other entity other than theCorporation in an unbroken chain of entities beginning with the Corporation if, at thetime of the granting of the option, each of the entities, other than the last entity in theunbroken chain, owns or controls 50 percent or more of the total ownership interest inone of the other entities in such chain.

(b) “Board” shall mean the Board of Directors of the Corporation.

(c) “Code” shall mean the Internal Revenue Code of 1986, of the USA, as amended. Anyreference to a section of the Code herein shall be a reference to any successor oramended section of the Code.

(d) “Code Section 423 Plan” shall mean an employee stock purchase plan which isdesigned to meet the requirements set forth in Code Section 423.

(e) “Committee” shall mean the committee appointed by the Board in accordance withSection 14 of the Plan.

(f) “Common Stock” shall mean the Common Stock of the Corporation, or any stockinto which such Common Stock may be converted.

(g) “Compensation” shall mean an Employee’s base cash compensation, commissionsand shift premiums paid on account of personal services rendered by the Employee

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to the Corporation or a Designated Affiliate, but shall exclude payments for overtime,incentive compensation, incentive payments and bonuses, with any modificationsdetermined by the Committee. The Committee shall have the authority to determineand approve all forms of pay to be included in the definition of Compensation andmay change the definition on a prospective basis.

(h) “Corporation” shall mean Hewlett Packard Company, a Delaware corporation.

(i) “Designated Affiliate” shall mean an Affiliate that has been designated by theCommittee as eligible to participate in the Plan with respect to its Employees. In theevent the Designated Affiliate is not a Subsidiary, it shall be designated forparticipation in the Non-423 Plan.

(j) “Employee” shall mean an individual classified as an employee (within the meaningof Code Section 3401(c) and the regulations thereunder) by the Corporation or aDesignated Affiliate on the Corporation’s or such Designated Affiliate’s payroll recordsduring the relevant participation period. Employees shall not include individualswhose customary employment is for not more than five (5) months in any calendaryear (except those Employees in such category the exclusion of whom is notpermitted under applicable law) or individuals classified as independent contractors.

(k) “Entry Date” shall mean the first Trading Day of the Offering Period.

(l) “Fair Market Value” shall be the closing sales price for the Common Stock (or theclosing bid, if no sales were reported) as quoted on the New York Stock Exchange onthe date of determination if that date is a Trading Day, or if the date of determinationis not a Trading Day, the last market Trading Day prior to the date of determination,as reported in The Wall Street Journal or such other source as the Committee deemsreliable.

(m) “Non-423 Plan” shall mean an employee stock purchase plan which does not meetthe requirements set forth in Code Section 423.

(n) “Offering Period” shall mean the period of six (6) months during which an optiongranted pursuant to the Plan may be exercised, commencing on the first Trading Dayon or after May 1 and November 1, respectively. The duration and timing of OfferingPeriods may be changed or modified by the Committee.

(o) “Participant” shall mean a participant in the Plan as described in Section 5 of thePlan.

(p) “Plan” shall mean this Employee Stock Purchase Plan which includes: (i) a CodeSection 423 Plan and (ii) a Non-423 Plan.

(q) “Purchase Date” shall mean the last Trading Day of each Offering Period.

(r) “Purchase Price” shall mean 85% of the Fair Market Value of a share of CommonStock on the Purchase Date; provided however, that the Purchase Price may beadjusted by the Committee pursuant to Section 7.4.

(s) “Shareowner” shall mean a record holder of shares entitled to vote shares ofCommon Stock under the Corporation’s by laws.

(t) “Subsidiary” shall mean any corporation (other than the Corporation) in an unbrokenchain of corporations beginning with the Corporation, as described in Code Section424(f).

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(u) “Trading Day” shall mean a day on which U.S. national stock exchanges and theNASDAQ System are open for trading.

3. ELIGIBILITY.

Any Employee regularly employed on a full time or part time (20 hours or more perweek on a regular schedule) basis by the Corporation or by any Designated Affiliate on anEntry Date shall be eligible to participate in the Plan with respect to the Offering Periodcommencing on such Entry Date, provided that the Committee may establish administrativerules requiring that employment commence some minimum period (e.g., one pay period) priorto an Entry Date to be eligible to participate with respect to the Offering Period beginning onthat Entry Date. The Committee may also determine that a designated group of highlycompensated Employees are ineligible to participate in the Plan so long as the excludedcategory fits within the definition of “highly compensated employee” in Code Section 414(q).No Employee may participate in the Plan if immediately after an option is granted theEmployee owns or is considered to own (within the meaning of Code Section 424(d)) sharesof stock, including stock which the Employee may purchase by conversion of convertiblesecurities or under outstanding options granted by the Corporation, possessing five percent(5%) or more of the total combined voting power or value of all classes of stock of theCorporation or of any of its Subsidiaries. All Employees who participate in the Plan shall havethe same rights and privileges under the Plan, except for differences that may be mandatedby local law and that are consistent with Code Section 423(b)(5); provided, however, thatEmployees participating in the Non-423 Plan by means of rules, procedures or sub plansadopted pursuant to Section 15 need not have the same rights and privileges as Employeesparticipating in the Code Section 423 Plan. The Board may impose restrictions on eligibilityand participation of Employees who are officers and directors to facilitate compliance withfederal or state securities laws or foreign laws.

4. OFFERING PERIODS.

The Plan shall be implemented by consecutive Offering Periods with a new OfferingPeriod commencing on the first Trading Day on or after May 1 and November 1 of each year,or on such other date as the Committee shall determine, and continuing thereafter for six (6)months or until terminated pursuant to Section 13 hereof. The first Offering Period shallcommence on November 1, 2000. The Committee shall have the authority to change theduration of Offering Periods (including the commencement dates thereof) with respect tofuture offerings without Shareowner approval if such change is announced at least five (5)days prior to the scheduled beginning of the first Offering Period to be affected thereafter.

5. PARTICIPATION.

5.1 An Employee who is eligible to participate in the Plan in accordance with Section 3may become a Participant by completing and submitting, on a date prescribed by theCommittee prior to an applicable Entry Date, a completed payroll deduction authorization andPlan enrollment form provided by the Corporation or by following an electronic or otherenrollment process as prescribed by the Committee. An eligible Employee may authorizepayroll deductions at the rate of any whole percentage of the Employee’s Compensation, notto exceed ten percent (10%) of the Employee’s Compensation. All payroll deductions may beheld by the Corporation and commingled with its other corporate funds where administrativelyappropriate. No interest shall be paid or credited to the Participant with respect to such payrolldeductions. The Corporation shall maintain a separate bookkeeping account for eachParticipant under the Plan and the amount of each Participant’s payroll deductions shall becredited to such account. A Participant may not make any additional payments into suchaccount.

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5.2 Under procedures established by the Committee, a Participant may withdraw from thePlan during an Offering Period, by completing and filing a new payroll deduction authorizationand Plan enrollment form with the Corporation or by following electronic or other proceduresprescribed by the Committee, prior to the fifth business day preceding the Purchase Date. If aParticipant withdraws from the Plan during an Offering Period, his or her accumulated payrolldeductions will be refunded to the Participant without interest. The Committee may establishrules limiting the frequency with which Participants may withdraw and re enroll in the Plan andmay impose a waiting period on Participants wishing to re enroll following withdrawal.

5.3 A Participant may change his or her rate of contribution through payroll deductions atany time by filing a new payroll deduction authorization and Plan enrollment form or byfollowing electronic or other procedures prescribed by the Committee. If a Participant has notfollowed such procedures to change the rate of contribution, the rate of contribution shallcontinue at the originally elected rate throughout the Offering Period and future OfferingPeriods. In accordance with Section 423(b)(8) of the Code, the Committee may reduce aParticipant’s payroll deductions to zero percent (0%) at any time during an Offering Period.

6. TERMINATION OF EMPLOYMENT.

In the event any Participant terminates employment with the Corporation or any of itsDesignated Affiliates for any reason (including death) prior to the expiration of an OfferingPeriod, the Participant’s participation in the Plan shall terminate and all amounts credited tothe Participant’s account shall be paid to the Participant or, in the case of death, to theParticipant’s heirs or estate, without interest. Whether a termination of employment hasoccurred shall be determined by the Committee. The Committee may also establish rulesregarding when leaves of absence or changes of employment status will be considered to bea termination of employment, including rules regarding transfer of employment amongDesignated Affiliates, Affiliates and the Corporation, and the Committee may establishtermination of employment procedures for this Plan that are independent of similar rulesestablished under other benefit plans of the Corporation and its Affiliates.

7. OFFERING.

7.1 Subject to adjustment as set forth in Section 10, the maximum number of shares ofCommon Stock that may be issued pursuant to the Plan shall be one hundred and seventy-five million (175,000,000) . If, on a given Purchase Date, the number of shares with respectto which options are to be exercised exceeds the number of shares then available under thePlan, the Corporation shall make a pro rata allocation of the shares remaining available forpurchase in as uniform a manner as shall be practicable and as it shall determine to beequitable.

7.2 Each Offering Period shall be determined by the Committee. Unless otherwisedetermined by the Committee, the Plan will operate with successive six (6) month OfferingPeriods commencing at the beginning of each fiscal year half (November 1 and May 1). TheCommittee shall have the power to change the duration of future Offering Periods, withoutShareowner approval, and without regard to the expectations of any Participants.

7.3 Each eligible Employee who has elected to participate as provided in Section 5.1shall be granted an option to purchase that number of whole shares of Common Stock (not toexceed 5,000 shares, subject to adjustment under Section 10 of the Plan) which may bepurchased with the payroll deductions accumulated on behalf of such Employee during eachOffering Period at the purchase price specified in Section 7.4 below, subject to the additionallimitation that no Employee shall be granted an option to purchase Common Stock under thePlan at a rate which exceeds U.S. twenty five thousand dollars (U.S. $25,000) of the FairMarket Value of such Common Stock (determined at the time such option is granted) for eachcalendar year in which such option is outstanding at any time. For purposes of the Plan, an

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option is “granted” on a Participant’s Entry Date. An option will expire upon the earlier to occurof (i) the termination of a Participant’s participation in the Plan; or (ii) the termination of anOffering Period. This section shall be interpreted so as to comply with Code Section423(b)(8).

7.4 The purchase price under each option shall be a percentage (not less than eighty fivepercent (85%)) established by the Committee (“Designated Percentage”) of the Fair MarketValue of the Common Stock on the Purchase Date on which the Common Stock ispurchased. The Committee may change the Designated Percentage with respect to anyfuture Offering Period, but not below eighty five percent (85%), and the Committee maydetermine with respect to any prospective Offering Period that the option price shall be theDesignated Percentage of the Fair Market Value of the Common Stock on the Purchase Date.

8. PURCHASE OF STOCK.

Upon the expiration of each Offering Period, a Participant’s option shall be exercisedautomatically for the purchase of that number of whole shares of Common Stock which theaccumulated payroll deductions credited to the Participant’s account at that time shallpurchase at the applicable price specified in Section 7.4. Notwithstanding the foregoing, theCorporation or its designee may make such provisions and take such action as it deemsnecessary or appropriate for the withholding of taxes and/or social insurance which theCorporation or its Designated Affiliate is required by law or regulation of any governmentalauthority to withhold. Each Participant, however, shall be responsible for payment of allindividual tax liabilities arising under the Plan.

9. PAYMENT AND DELIVERY.

As soon as practicable after the exercise of an option, the Corporation shall deliver tothe Participant a record of the Common Stock purchased and the balance of any amount ofpayroll deductions credited to the Participant’s account not used for the purchase, except asspecified below. The Committee may permit or require that shares be deposited directly witha broker designated by the Committee or to a designated agent of the Corporation, and theCommittee may utilize electronic or automated methods of share transfer. The Committeemay require that shares be retained with such broker or agent for a designated period of timeand/or may establish other procedures to permit tracking of disqualifying dispositions of suchshares. The Corporation shall retain the amount of payroll deductions used to purchaseCommon Stock as full payment for the Common Stock and the Common Stock shall then befully paid and non assessable. No Participant shall have any voting, dividend, or otherShareowner rights with respect to shares subject to any option granted under the Plan untilthe shares subject to the option have been purchased and delivered to the Participant asprovided in this Section 9.

10. RECAPITALIZATION.

If after the grant of an option, but prior to the purchase of Common Stock under theoption, there is any increase or decrease in the number of outstanding shares of CommonStock because of a stock split, stock dividend, combination or recapitalization of sharessubject to options, the number of shares to be purchased pursuant to an option, the price pershare of Common Stock covered by an option and the maximum number of shares specifiedin Section 7.1 may be appropriately adjusted by the Board, and the Board shall take anyfurther actions which, in the exercise of its discretion, may be necessary or appropriate underthe circumstances.

The Board’s determinations under this Section 10 shall be conclusive and binding onall parties.

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11. MERGER, LIQUIDATION, OTHER CORPORATION TRANSACTIONS.

In the event of the proposed liquidation or dissolution of the Corporation, the OfferingPeriod will terminate immediately prior to the consummation of such proposed transaction,unless otherwise provided by the Board in its sole discretion, and all outstanding options shallautomatically terminate and the amounts of all payroll deductions will be refunded withoutinterest to the Participants.

In the event of a proposed sale of all or substantially all of the assets of theCorporation, or the merger or consolidation of the Corporation with or into anothercorporation, then in the sole discretion of the Board, (1) each option shall be assumed or anequivalent option shall be substituted by the successor corporation or parent or subsidiary ofsuch successor corporation, (2) a date established by the Board on or before the date ofconsummation of such merger, consolidation or sale shall be treated as a Purchase Date, andall outstanding options shall be exercised on such date, or (3) all outstanding options shallterminate and the accumulated payroll deductions will be refunded without interest to theParticipants.

12. TRANSFERABILITY.

Options granted to Participants may not be voluntarily or involuntarily assigned,transferred, pledged, or otherwise disposed of in any way, and any attempted assignment,transfer, pledge, or other disposition shall be null and void and without effect. If a Participantin any manner attempts to transfer, assign or otherwise encumber his or her rights or interestsunder the Plan, other than as permitted by the Code, such act shall be treated as an electionby the Participant to discontinue participation in the Plan pursuant to Section 5.2.

13. AMENDMENT OR TERMINATION OF THE PLAN.

13.1 The Plan shall continue until November 1, 2010 unless otherwise terminated inaccordance with Section 13.2.

13.2 The Board may, in its sole discretion, insofar as permitted by law, terminate orsuspend the Plan, or revise or amend it in any respect whatsoever, except that, withoutapproval of the Shareowners, no such revision or amendment shall increase the number ofshares subject to the Plan, other than an adjustment under Section 10 of the Plan.

14. ADMINISTRATION.

The Board shall appoint a Committee consisting of at least two members who willserve for such period of time as the Board may specify and whom the Board may remove atany time. The Committee will have the authority and responsibility for the day to dayadministration of the Plan, the authority and responsibility specifically provided in this Planand any additional duty, responsibility and authority delegated to the Committee by the Board,which may include any of the functions assigned to the Board in this Plan. The Committeemay delegate to one or more individuals the day to day administration of the Plan. TheCommittee shall have full power and authority to promulgate any rules and regulations whichit deems necessary for the proper administration of the Plan, to interpret the provisions andsupervise the administration of the Plan, to make factual determinations relevant to Planentitlements and to take all action in connection with administration of the Plan as it deemsnecessary or advisable, consistent with the delegation from the Board. Decisions of the Boardand the Committee shall be final and binding upon all participants. Any decision reduced towriting and signed by a majority of the members of the Committee shall be fully effective as ifit had been made at a meeting of the Committee duly held. The Corporation shall pay allexpenses incurred in the administration of the Plan. No Board or Committee member shall be

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liable for any action or determination made in good faith with respect to the Plan or any optiongranted hereunder.

15. COMMITTEE RULES FOR FOREIGN JURISDICTIONS AND THE NON-423 PLAN.

15.1 The Committee may adopt rules or procedures relating to the operation andadministration of the Plan to accommodate the specific requirements of local laws andprocedures. Without limiting the generality of the foregoing, the Committee is specificallyauthorized to adopt rules and procedures regarding handling of payroll deductions, paymentof interest, conversion of local currency, payroll tax, withholding procedures and handling ofstock certificates which vary with local legal requirements.

15.2 The Committee may also adopt rules, procedures or sub-plans applicable toparticular Affiliates or locations, which rules, procedures or sub-plans may be designed to beoutside the scope of Code Section 423. The terms of such rules, procedures or sub-plansmay take precedence over other provisions of this Plan, with the exception of Section 7.1, butunless otherwise expressly superseded by the terms of such rule, procedure or sub-plan, theprovisions of this Plan shall govern the operation of the Plan. To the extent inconsistent withthe requirements of Code Section 423, such rules, procedures or sub-plans shall beconsidered part of the Non-423 Plan, and the options granted thereunder shall not beconsidered to comply with Section 423.

16. SECURITIES LAWS REQUIREMENTS.

The Corporation shall not be under any obligation to issue Common Stock upon theexercise of any option unless and until the Corporation has determined that: (i) it and theParticipant have taken all actions required to register the Common Stock under the SecuritiesAct of 1933, or to perfect an exemption from the registration requirements thereof; (ii) anyapplicable listing requirement of any stock exchange on which the Common Stock is listedhas been satisfied; and (iii) all other applicable provisions of state, federal and applicableforeign law have been satisfied.

17. GOVERNMENTAL REGULATIONS.

This Plan and the Corporation’s obligation to sell and deliver shares of its stock underthe Plan shall be subject to the approval of any governmental authority required in connectionwith the Plan or the authorization, issuance, sale, or delivery of stock hereunder.

18. NO ENLARGEMENT OF EMPLOYEE RIGHTS.

Nothing contained in this Plan shall be deemed to give any Employee the right to beretained in the employ of the Corporation or any Designated Affiliate or to interfere with theright of the Corporation or Designated Affiliate to discharge any Employee at any time.

19. GOVERNING LAW.

This Plan shall be governed by Delaware law, without regard to that State’s choice oflaw rules.

20. EFFECTIVE DATE.

This Plan shall be effective November 1, 2000, subject to approval of theShareowners of the Corporation within 12 months before or after its adoption by the Board.

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21. REPORTS.

Individual accounts shall be maintained for each Participant in the Plan. Statementsof account shall be given to Participants at least annually, which statements shall set forth theamounts of payroll deductions, the Purchase Price, the number of shares purchased and theremaining cash balance, if any.

22. DESIGNATION OF BENEFICIARY FOR OWNED SHARES.

With respect to shares of Common Stock purchased by the Participant pursuant tothe Plan and held in an account maintained by the Corporation or its assignee on theParticipant’s behalf, the Participant may be permitted to file a written designation ofbeneficiary. The Participant may change such designation of beneficiary at any time bywritten notice. Subject to local legal requirements, in the event of a Participant’s death, theCorporation or its assignee shall deliver such shares of Common Stock to the designatedbeneficiary.

Subject to local law, in the event of the death of a Participant and in the absence of abeneficiary validly designated who is living at the time of such Participant’s death, theCorporation shall deliver such shares of Common Stock to the executor or administrator ofthe estate of the Participant, or if no such executor or administrator has been appointed (tothe knowledge of the Corporation), the Corporation in its sole discretion, may deliver (orcause its assignee to deliver) such shares of Common Stock to the spouse, dependent orrelative of the Participant, or if no spouse, dependent or relative is known to the Corporation,then to such other person as the Corporation may determine.

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EXHIBIT V: AMENDED AND RESTATED HEWLETT-PACKARD COMPANY 2004 STOCKINCENTIVE PLAN (SIP)

Amendment approved by stockholders March 17, 2010Amended November 18, 2009, subject to stockholder approval

Approved by stockholders March 17, 2004Adopted by HR and Compensation Committee January 15, 2004

AMENDED AND RESTATED HEWLETT-PACKARD COMPANY 2004 STOCK INCENTIVEPLAN

1. PURPOSES OF THE PLAN.

The purpose of this Plan is to encourage ownership in the Company by key personnelwhose long-term employment is considered essential to the Company's continued progressand, thereby, encourage recipients to act in the shareholders' interest and share in theCompany's success.

2. DEFINITIONS.

As used herein, the following definitions shall apply:

(a) "Administrator" means the Board, any Committees or such delegates as shallbe administering the Plan in accordance with Section 4 of the Plan.

(b) "Affiliate" means any entity that is directly or indirectly controlled by theCompany or any entity in which the Company has a significant ownershipinterest as determined by the Administrator provided that the entity is one withrespect to which Common Stock will qualify as “service recipient stock” underCode Section 409A.

(c) “Annual Equity Retainer” shall mean the amount which a Non-EmployeeDirector will be entitled to receive in the form of equity for serving as adirector in a relevant Director Plan Year, but shall not include reimbursementfor expenses, fees associated with service on any committee of the Board,any cash compensation or fees with respect to any other services to beprovided to HP.

(d) "Applicable Laws" means the requirements relating to the administration ofstock option plans under U.S. federal and state laws, any stock exchange orquotation system on which the Company has listed or submitted for quotationthe Common Stock to the extent provided under the terms of the Company'sagreement with such exchange or quotation system and, with respect toAwards subject to the laws of any foreign jurisdiction where Awards are, or willbe, granted under the Plan, the laws of such jurisdiction.

(e) "Award" means a Cash Award, Stock Award, or Option granted in accordancewith the terms of the Plan.

(f) "Awardee" means an individual who has been granted an Award under thePlan.

(g) "Award Agreement" means a Cash Award Agreement, Stock AwardAgreement and/or Option Agreement, which may be in written or electronic

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format, in such form and with such terms as may be specified by theAdministrator, evidencing the terms and conditions of an individual Award.Each Award Agreement is subject to the terms and conditions of the Plan. AnAward Agreement may be in the form of either (i) an agreement to be eitherexecuted by both the Awardee and the Company or offered and acceptedelectronically as the Administrator shall determine or (ii) certificates, notices orsimilar instruments as approved by the Administrator.

(h) "Board" means the Board of Directors of the Company.

(i) "Cash Award" means a bonus opportunity awarded under Section 12pursuant to which a Participant may become entitled to receive an amountbased on the satisfaction of such performance criteria as are specified in theagreement or other documents evidencing the Award (the "Cash AwardAgreement").

(j) "Change in Control" means any of the following, unless the Administratorprovides otherwise:i. any merger or consolidation (other than a merger or consolidation in

which 50% of the voting power of the voting securities of the survivingentity is controlled by the shareholders of the Company immediatelyprior to the transaction) in which the Company shall not be thesurviving entity (or survives only as a subsidiary of another entitywhose shareholders did not own all or substantially all of the CommonStock in substantially the same proportions as immediately prior tosuch transaction),

ii. the sale of all or substantially all of the Company's assets to any otherperson or entity (other than a wholly-owned subsidiary),

iii. the acquisition of beneficial ownership of a controlling interest(including, without limitation, power to vote) the outstanding shares ofCommon Stock by any person or entity (including a "group" as definedby or under Section 13(d)(3) of the Exchange Act),

iv. the dissolution or liquidation of the Company, or

v. a contested election of Directors, as a result of which or in connectionwith which the persons who were Directors before such election ortheir nominees cease to constitute a majority of the Board.

(k) "Code" means the United States Internal Revenue Code of 1986, asamended, and the regulations promulgated thereunder.

(l) "Committee" means a committee of Directors appointed by the Board inaccordance with Section 4 of the Plan. The HR and Compensation Committeeof the Board shall be deemed a “Committee” for purposes of the Plan.

(m) "Common Stock" means the common stock of the Company.

(n) "Company" means Hewlett-Packard Company, a Delaware corporation, or itssuccessor.

(o) "Conversion Award" has the meaning set forth in Section 4(b)(xi) of the Plan.

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(p) "Director" means a member of the Board who is not a Non-EmployeeDirector.

(q) “Director Option” shall mean any option granted under Section 13 of thePlan.

(r) "Director Plan Year" shall mean the year beginning the day after HP’sannual meeting and ending on the day of HP’s next annual meeting, as thecase may be, for any relevant year.

(s) "Employee" means a regular, active employee of the Company or anyAffiliate, including an Officer and/or Director. The Administrator shall determinewhether or not the chairman of the Board qualifies as an "Employee." Withinthe limitations of Applicable Law, the Administrator shall have the discretion todetermine the effect upon an Award and upon an individual's status as anEmployee in the case of (i) any individual who is classified by the Company orits Affiliate as leased from or otherwise employed by a third party or asintermittent or temporary, even if any such classification is changedretroactively as a result of an audit, litigation or otherwise, (ii) any leave ofabsence approved by the Company or an Affiliate, (iii) any transfer betweenlocations of employment with the Company or an Affiliate or between theCompany and any Affiliate or between any Affiliates, (iv) any change in theAwardee's status from an employee to a consultant or Director, and (v) at therequest of the Company or an Affiliate an employee becomes employed by anypartnership, joint venture or corporation not meeting the requirements of anAffiliate in which the Company or an Affiliate is a party.

(t) "Exchange Act" means the United States Securities Exchange Act of 1934,as amended.

(u) "Fair Market Value" means, unless the Administrator determines otherwise,as of any date, the closing sales price for such Common Stock as of such date(or if no sales were reported on such date, the closing sales price on the lastpreceding day on which a sale was made), as reported in such source as theAdministrator shall determine.

(v) "Grant Date" means the date upon which an Award is granted to an Awardeepursuant to this Plan or such later date as specified in advance by theAdministrator.

(w) "Incentive Stock Option" means an Option intended to qualify as an incentivestock option within the meaning of Section 422 of the Code.

(x) “Non-Employee Director” shall mean each member of the Board who is notan employee of HP or any of its Subsidiaries or Affiliates and who is eligibleonly for Awards granted pursuant to Section 13 of the Plan.

(y) "Nonstatutory Stock Option" means an Option not intended to qualify as anIncentive Stock Option.

(z) "Officer" means a person who is an officer of the Company within the meaningof Section 16 of the Exchange Act and the rules and regulations promulgatedthereunder.

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(aa) "Option" means a right granted under Section 8 to purchase a number ofShares or Stock Units at such exercise price, at such times, and on such otherterms and conditions as are specified in the agreement or other documentsevidencing the Award (the "Option Agreement"). Both Options intended toqualify as Incentive Stock Options and Nonstatutory Stock Options may begranted under the Plan.

(bb) "Participant" means an individual who has been granted an Award or anyperson (including any estate) to whom an Award has been assigned ortransferred as permitted hereunder.

(cc) "Plan" means this Amended and Restated Hewlett-Packard Company 2004Stock Incentive Plan.

(dd) "Qualifying Performance Criteria" shall have the meaning set forth inSection 13(b) of the Plan.

(ee) "Share" means a share of the Common Stock, as adjusted in accordance withSection 14 of the Plan.

(ff) "Stock Award" means an award or issuance of Shares or Stock Units madeunder Section 11 of the Plan, the grant, issuance, retention, vesting and/ortransferability of which is subject during specified periods of time to suchconditions (including continued employment or performance conditions) andterms as are expressed in the agreement or other documents evidencing theAward (the "Stock Award Agreement").

(gg) "Stock Unit" means a bookkeeping entry representing an amount equivalentto the fair market value of one Share, payable in cash, property or Shares.Stock Units represent an unfunded and unsecured obligation of the Company,except as otherwise provided for by the Administrator.

(hh) "Subsidiary" means any company (other than the Company) in an unbrokenchain of companies beginning with the Company, provided each company inthe unbroken chain (other than the Company) owns, at the time ofdetermination, stock possessing 50% or more of the total combined votingpower of all classes of stock in one of the other companies in such chain.

(ii) "Termination of Employment" shall mean ceasing to be an Employee.However, for Incentive Stock Option purposes, Termination of Employment willoccur when the Awardee ceases to be an employee (as determined inaccordance with Section 3401(c) of the Code and the regulations promulgatedthereunder) of the Company or one of its Subsidiaries. The Administrator shalldetermine whether any corporate transaction, such as a sale or spin-off of adivision or business unit, or a joint venture, shall be deemed to result in aTermination of Employment.

(jj) "Total and Permanent Disability" shall have the meaning set forth inSection 22(e)(3) of the Code.

3. STOCK SUBJECT TO THE PLAN.

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(a) Aggregate Limits. Subject to the provisions of Section 15 of the Plan, the aggregatenumber of Shares subject to Awards granted under the Plan is 245,000,000 Shares.The Shares subject to the Plan may be either Shares reacquired by the Company,including Shares purchased in the open market, or authorized but unissued Shares.

(b) Issuance of Shares. For purposes of Section 3(a), the aggregate number of Sharesissued under the Plan at any time shall equal only the number of Shares actually issuedupon exercise or settlement of an Award. If any Shares subject to an Award grantedunder the Plan are forfeited or such Award is settled in cash or otherwise terminateswithout the delivery of such Shares, the Shares subject to such Award, to the extent ofany such forfeiture, settlement or termination, shall again be available for grant underthe Plan. Notwithstanding the foregoing, Shares subject to an Award under the Planmay not again be made available for issuance under the Plan if such Shares are: (i)Shares delivered to or withheld by the Company to pay the exercise price of an Option,(ii) Shares delivered to or withheld by the Company to pay the withholding taxes relatedto an Award, or (iii) Shares repurchased by the Company on the open market with theproceeds of an Award paid to the Company by or on behalf of the Participant.

(c) Code Section 162(m) and 422 Limits. Subject to the provisions of Section 15 of thePlan, the aggregate number of Shares subject to Awards granted under this Plan duringany calendar year to any one Awardee shall not exceed 1,500,000, except that inconnection with his or her initial service, an Awardee may be granted Awards coveringup to an additional 1,500,000 Shares. Subject to the provisions of Section 15 of thePlan, the aggregate number of Shares that may be subject to all Incentive StockOptions granted under the Plan is 245,000,000 Shares. Notwithstanding anything to thecontrary in the Plan, the limitations set forth in this Section 3(c) shall be subject toadjustment under Section 15(a) of the Plan only to the extent that such adjustment willnot affect the status of any Award intended to qualify as "performance basedcompensation" under Code Section 162(m) or the ability to grant or the qualification ofIncentive Stock Options under the Plan.

4. ADMINISTRATION OF THE PLAN.

(a) Procedure.

i. Multiple Administrative Bodies. The Plan shall be administered by the Board,one or more Committees and/or their delegates.

ii. Section 162. To the extent that the Administrator determines it to be desirableto qualify Awards granted hereunder as "performance-based compensation"within the meaning of Section 162(m) of the Code, Awards to "coveredemployees" within the meaning of Section 162(m) of the Code or Employeesthat the Committee determines may be "covered employees" in the future shallbe made by a Committee of two or more "outside directors" within the meaningof Section 162(m) of the Code.

iii. Rule 16b-3. To the extent desirable to qualify transactions hereunder asexempt under Rule 16b-3 promulgated under the Exchange Act ("Rule 16b-3"),Awards to Officers and Directors shall be made by the entire Board or aCommittee of two or more "non-employee directors" within the meaning ofRule 16b-3.

iv. Other Administration. The Board or a Committee may delegate to anauthorized officer or officers of the Company the power to approve Awards to

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persons eligible to receive Awards under the Plan who are not (A) subject toSection 16 of the Exchange Act or (B) at the time of such approval, "coveredemployees" under Section 162(m) of the Code.

v. Delegation of Authority for the Day-to-Day Administration of the Plan. Except tothe extent prohibited by Applicable Law, the Administrator may delegate to oneor more individuals the day-to-day administration of the Plan and any of thefunctions assigned to it in this Plan. Such delegation may be revoked at anytime.

(b) Powers of the Administrator. Subject to the provisions of the Plan and, in the case of aCommittee or delegates acting as the Administrator, subject to the specific dutiesdelegated to such Committee or delegates, the Administrator shall have the authority, inits discretion:

i. to select the Awardees to whom Awards are to be granted hereunder;

ii. to determine the number of shares of Common Stock to be covered by eachAward granted hereunder;

iii. to determine the type of Award to be granted to the selected Awardees;

iii. to approve forms of Award Agreements for use under the Plan;

iv. to determine the terms and conditions, not inconsistent with the terms of thePlan, of any Award granted hereunder. Such terms and conditions include, butare not limited to, the exercise and/or purchase price, the time or times whenan Award may be exercised (which may or may not be based on performancecriteria), the vesting schedule, any vesting and/or exercisability acceleration orwaiver of forfeiture restrictions, the acceptable forms of consideration, the term,and any restriction or limitation regarding any Award or the Shares relatingthereto, based in each case on such factors as the Administrator, in its solediscretion, shall determine and may be established at the time an Award isgranted or thereafter;

v. to suspend the right to exercise Awards during any blackout period that isnecessary or desirable to comply with the requirements of Applicable Lawsand/or to extend the Award exercise period for an equal period of time in amanner consistent with Applicable Law;

vi. to correct defects in the Plan and supply omissions and to correctadministrative errors;

vii. to construe and interpret the terms of the Plan (including sub-plans and Planaddenda) and Awards granted pursuant to the Plan;

viii. to adopt rules and procedures relating to the operation and administration ofthe Plan to accommodate the specific requirements of local laws andprocedures. Without limiting the generality of the foregoing, the Administrator isspecifically authorized (A) to adopt the rules and procedures regarding theconversion of local currency, withholding procedures and handling of stockcertificates which vary with local requirements and (B) to adopt sub-plans andPlan addenda as the Administrator deems desirable, to accommodate foreignlaws, regulations and practice;

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ix. to prescribe, amend and rescind rules and regulations relating to the Plan,including rules and regulations relating to sub-plans and Plan addenda;

x. to modify or amend each Award, including, but not limited to, the accelerationof vesting and/or exercisability, provided, however, that any such amendmentis subject to Section 15 of the Plan and may not materially impair anyoutstanding Award unless agreed to in writing by the Participant;

xi. to allow Participants to satisfy withholding tax amounts by electing to have theCompany withhold from the Shares to be issued upon exercise of an Option orvesting or settlement of a Stock Award that number of Shares having a valueequal to the amount required to be withheld. The value of the Shares to bewithheld shall be determined in such manner and on such date that theAdministrator shall determine or, in the absence of provision otherwise, on thedate that the amount of tax to be withheld is to be determined. All elections bya Participant to have Shares withheld for this purpose shall be made in suchform and under such conditions as the Administrator may provide;

xii. to authorize conversion or substitution under the Plan of any or all stockoptions, stock appreciation rights or other stock awards held by serviceproviders of an entity acquired by the Company (the "Conversion Awards").Any conversion or substitution shall be effective as of the close of the mergeror acquisition. The Conversion Awards may be Nonstatutory Stock Options orIncentive Stock Options, as determined by the Administrator, with respect tooptions granted by the acquired entity; provided, however, that with respect tothe conversion of stock appreciation rights in the acquired entity, theConversion Awards shall be Nonstatutory Stock Options. Unless otherwisedetermined by the Administrator at the time of conversion or substitution, allConversion Awards shall have the same terms and conditions as Awardsgenerally granted by the Company under the Plan;

xiii. to authorize any person to execute on behalf of the Company any instrumentrequired to effect the grant of an Award previously granted by theAdministrator;

xiv. to impose such restrictions, conditions or limitations as it determinesappropriate as to the timing and manner of any resales by a Participant or othersubsequent transfers by the Participant of any Shares issued as a result of orunder an Award, including without limitation, (A) restrictions under an insidertrading policy and (B) restrictions as to the use of a specified brokerage firm forsuch resales or other transfers;

xv. to provide, either at the time an Award is granted or by subsequent action, thatan Award shall contain as a term thereof, a right, either in tandem with theother rights under the Award or as an alternative thereto, of the Participant toreceive, without payment to the Company, a number of Shares, cash or acombination thereof, the amount of which is determined by reference to thevalue of the Award; and

xvi. to make all other determinations deemed necessary or advisable foradministering the Plan and any Award granted hereunder.

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(c) Effect of Administrator's Decision. All decisions, determinations and interpretations bythe Administrator regarding the Plan, any rules and regulations under the Plan and theterms and conditions of any Award granted hereunder, shall be final and binding on allParticipants. The Administrator shall consider such factors as it deems relevant, in itssole and absolute discretion, to making such decisions, determinations andinterpretations including, without limitation, the recommendations or advice of anyofficer or other employee of the Company and such attorneys, consultants andaccountants as it may select.

5. ELIGIBILITY.

Awards may be granted to Directors and/or Employees; provided that Non-EmployeeDirectors are eligible only for awards granted under Section 13 of the Plan,.

6. TERM OF PLAN.

The Plan shall become effective upon its approval by shareholders of the Company. Itshall continue in effect for a term of ten (10) years from the later of the date the Plan or anyamendment to add shares to the Plan is approved by shareholders of the Company unlessterminated earlier under Section 15 of the Plan.

7. TERM OF AWARD.

The term of each Award shall be determined by the Administrator and stated in theAward Agreement. In the case of an Option, the term shall be ten (10) years from the GrantDate or such shorter term as may be provided in the Award Agreement; provided that the termmay be ten and one-half (10 1/2) years in the case of Options granted to Awardees in certainjurisdictions outside the United States as determined by the Administrator.

8. OPTIONS.

The Administrator may grant an Option or provide for the grant of an Option, either fromtime to time in the discretion of the Administrator or automatically upon the occurrence ofspecified events, including, without limitation, the achievement of performance goals, thesatisfaction of an event or condition within the control of the Awardee or within the control ofothers.

(a) Option Agreement. Each Option Agreement shall contain provisions regarding (i) thenumber of Shares that may be issued upon exercise of the Option, (ii) the type ofOption, (iii) the exercise price of the Shares and the means of payment for the Shares,(iv) the term of the Option, (v) such terms and conditions on the vesting and/orexercisability of an Option as may be determined from time to time by the Administrator,(vi) restrictions on the transfer of the Option and forfeiture provisions and (vii) suchfurther terms and conditions, in each case not inconsistent with this Plan as may bedetermined from time to time by the Administrator.

(b) Exercise Price. The per share exercise price for the Shares to be issued pursuant toexercise of an Option shall be determined by the Administrator, subject to the following:

i. The per Share exercise price of an Option shall be no less than 100% of theFair Market Value per Share on the Grant Date.

ii. Notwithstanding the foregoing, at the Administrator's discretion, ConversionAwards may be granted in substitution and/or conversion of options or stock

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appreciation rights of an acquired entity, with a per Share exercise price of lessthan 100% of the Fair Market Value per Share on the date of such substitutionand/or conversion if such exercise price is based on a formula set forth in theterms of such options/stock appreciation rights or in the terms of the agreementproviding for such acquisition.

(c) No Option Repricings. Other than in connection with a change in the Company'scapitalization (as described in Section 15(a) of the Plan), the exercise price of an Optionmay not be reduced without shareholder approval (including canceling previouslyawarded Options in exchange for cash, other Awards or Options with an exercise pricethat is less than the exercise price of the original Option).

(d) Vesting Period and Exercise Dates. Options granted under this Plan shall vest and/orbe exercisable at such time and in such installments during the period prior to theexpiration of the Option's term as determined by the Administrator. The Administratorshall have the right to make the timing of the ability to exercise any Option grantedunder this Plan subject to continued employment, the passage of time and/or suchperformance requirements as deemed appropriate by the Administrator. At any timeafter the grant of an Option, the Administrator may reduce or eliminate any restrictionssurrounding any Participant's right to exercise all or part of the Option.

(e) Form of Consideration. The Administrator shall determine the acceptable form ofconsideration for exercising an Option, including the method of payment, either throughthe terms of the Option Agreement or at the time of exercise of an Option. Acceptableforms of consideration may include:

i. cash;

ii. check or wire transfer (denominated in U.S. Dollars);

iii. subject to any conditions or limitations established by the Administrator, otherShares which have a Fair Market Value on the date of surrender equal to theaggregate exercise price of the Shares as to which said Option shall beexercised;

iv. subject to any conditions or limitations established by the Administrator,withholding of Shares deliverable upon exercise, which have a Fair MarketValue on the date of surrender equal to the aggregate exercise price of theShares as to which said Option shall be exercised;

v. consideration received by the Company under a broker-assisted sale andremittance program acceptable to the Administrator;

vi. such other consideration and method of payment for the issuance of Shares tothe extent permitted by Applicable Laws; or

vii. any combination of the foregoing methods of payment.

9. INCENTIVE STOCK OPTION LIMITATIONS/TERMS.

(a) Eligibility. Only employees (as determined in accordance with Section 3401(c) of theCode and the regulations promulgated thereunder) of the Company or any of itsSubsidiaries may be granted Incentive Stock Options.

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(b) $100,000 Limitation. Notwithstanding the designation "Incentive Stock Option" in anOption Agreement, if and to the extent that the aggregate Fair Market Value of theShares with respect to which Incentive Stock Options are exercisable for the first timeby the Awardee during any calendar year (under all plans of the Company and any ofits Subsidiaries) exceeds U.S. $100,000, such Options shall be treated as NonstatutoryStock Options. For purposes of this Section 9(b), Incentive Stock Options shall be takeninto account in the order in which they were granted. The Fair Market Value of theShares shall be determined as of the Grant Date.

(c) Effect of Termination of Employment on Incentive Stock Options. Generally. Unlessotherwise provided for by the Administrator, upon an Awardee's Termination ofEmployment, any outstanding Incentive Stock Option granted to such Awardee,whether vested or unvested, to the extent not theretofore exercised, shall terminateimmediately upon the Awardee's Termination of Employment.

(d) Leave of Absence. For purposes of Incentive Stock Options, no leave of absence mayexceed ninety (90) days, unless reemployment upon expiration of such leave isguaranteed by statute or contract. If reemployment upon expiration of a leave ofabsence approved by the Company or a Subsidiary is not so guaranteed, an Awardee'semployment with the Company shall be deemed terminated on the ninety-first (91st) dayof such leave for Incentive Stock Option purposes and any Incentive Stock Optiongranted to the Awardee shall cease to be treated as an Incentive Stock Option andshall terminate upon the expiration of the three month period following the date theemployment relationship is deemed terminated.

(e) Transferability. The Option Agreement must provide that an Incentive Stock Optioncannot be transferable by the Awardee otherwise than by will or the laws of descentand distribution, and, during the lifetime of such Awardee, must not be exercisable byany other person. If the terms of an Incentive Stock Option are amended to permittransferability, the Option will be treated for tax purposes as a Nonstatutory StockOption.

(f) Other Terms. Option Agreements evidencing Incentive Stock Options shall containsuch other terms and conditions as may be necessary to qualify, to the extentdetermined desirable by the Administrator, with the applicable provisions of Section 422of the Code.

10. EXERCISE OF OPTION.

(a) Procedure for Exercise; Rights as a Shareholder.

i. Any Option granted hereunder shall be exercisable according to the terms ofthe Plan and at such times and under such conditions as determined by theAdministrator and set forth in the respective Award Agreement. Unless theAdministrator provides otherwise: (A) no Option may be exercised during anyleave of absence other than an approved personal or medical leave with anemployment guarantee upon return, (B) an Option shall continue to vest duringany authorized leave of absence and such Option may be exercised to theextent vested and exercisable upon the Awardee's return to active employmentstatus.

ii. An Option shall be deemed exercised when the Company receives (A) writtenor electronic notice of exercise (in accordance with the Award Agreement) fromthe person entitled to exercise the Option; (B) full payment for the Shares with

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respect to which the related Option is exercised; and (C) with respect toNonstatutory Stock Options, payment of all applicable withholding taxes.

iii. Shares issued upon exercise of an Option shall be issued in the name of theParticipant or, if requested by the Participant, in the name of the Participant andhis or her spouse. Unless provided otherwise by the Administrator or pursuantto this Plan, until the Shares are issued (as evidenced by the appropriate entryon the books of the Company or of a duly authorized transfer agent of theCompany), no right to vote or receive dividends or any other rights as ashareholder shall exist with respect to the Shares subject to an Option,notwithstanding the exercise of the Option.

iv. The Company shall issue (or cause to be issued) such Shares as soon asadministratively practicable after the Option is exercised. An Option may not beexercised for a fraction of a Share.

(b) Effect of Termination of Employment on Nonstatutory Stock Options. Unless otherwiseprovided for by the Administrator, upon an Awardee's Termination of Employment, anyoutstanding Nonstatutory Stock Option granted to such Awardee, whether vested orunvested, to the extent not theretofore exercised, shall terminate immediately upon theAwardee's Termination of Employment.

11. STOCK AWARDS.

(a) Stock Award Agreement. Each Stock Award Agreement shall contain provisionsregarding (i) the number of Shares subject to such Stock Award or a formula fordetermining such number, (ii) the purchase price of the Shares, if any, and the meansof payment for the Shares, (iii) the performance criteria, if any, and level of achievementversus these criteria that shall determine the number of Shares granted, issued,retainable and/or vested, (iv) such terms and conditions on the grant, issuance, vestingand/or forfeiture of the Shares as may be determined from time to time by theAdministrator, (v) restrictions on the transferability of the Stock Award and (vi) suchfurther terms and conditions in each case not inconsistent with this Plan as may bedetermined from time to time by the Administrator.

(b) Restrictions and Performance Criteria. The grant, issuance, retention and/or vesting ofeach Stock Award may be subject to such performance criteria and level ofachievement versus these criteria as the Administrator shall determine, which criteriamay be based on financial performance, personal performance evaluations and/orcompletion of service by the Awardee. Notwithstanding anything to the contrary herein,the performance criteria for any Stock Award that is intended to satisfy therequirements for "performance-based compensation" under Section 162(m) of theCode shall be established by the Administrator based on one or more QualifyingPerformance Criteria selected by the Administrator and specified in writing not laterthan ninety (90) days after the commencement of the period of service to which theperformance goals relates, provided that the outcome is substantially uncertain at thattime.

(c) Forfeiture. Unless otherwise provided for by the Administrator, upon the Awardee'sTermination of Employment, the Stock Award and the Shares subject thereto shall beforfeited, provided that to the extent that the Awardee purchased any Shares, theCompany shall have a right to repurchase the unvested Shares at the original pricepaid by the Awardee.

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(d) Rights as a Shareholder. Unless otherwise provided by the Administrator, theParticipant shall have the rights equivalent to those of a shareholder and shall be ashareholder only after Shares are issued (as evidenced by the appropriate entry on thebooks of the Company or of a duly authorized transfer agent of the Company) to theParticipant. Unless otherwise provided by the Administrator, a Participant holding StockUnits shall be entitled to receive dividend payments as if he or she was an actualshareholder.

12. CASH AWARDS.

Each Cash Award will confer upon the Awardee the opportunity to earn a futurepayment tied to the level of achievement with respect to one or more performance criteriaestablished for a performance period of not less than one (1) year.

(a) Cash Award. Each Cash Award shall contain provisions regarding (i) the target andmaximum amount payable to the Awardee as an Cash Award, (ii) the performancecriteria and level of achievement versus these criteria which shall determine the amountof such payment, (iii) the period as to which performance shall be measured forestablishing the amount of any payment, (iv) the timing of any payment earned by virtueof performance, (v) restrictions on the alienation or transfer of the Cash Award prior toactual payment, (vi) forfeiture provisions, and (vii) such further terms and conditions, ineach case not inconsistent with the Plan, as may be determined from time to time bythe Administrator. The maximum amount payable as an Cash Award that is settled forcash may be a multiple of the target amount payable, but the maximum amountpayable pursuant to that portion of an Cash Award granted under this Plan for any fiscalyear to any Awardee that is intended to satisfy the requirements for "performancebased compensation" under Section 162(m) of the Code shall not exceed U.S.$15,000,000.

(b) Performance Criteria. The Administrator shall establish the performance criteria andlevel of achievement versus these criteria which shall determine the target and theminimum and maximum amount payable under a Cash Award, which criteria may bebased on financial performance and /or personal performance evaluations. TheAdministrator may specify the percentage of the target Cash Award that is intended tosatisfy the requirements for "performance-based compensation" under Section 162(m)of the Code. Notwithstanding anything to the contrary herein, the performance criteriafor any portion of an Cash Award that is intended to satisfy the requirements for"performance-based compensation" under Section 162(m) of the Code shall be ameasure established by the Administrator based on one or more QualifyingPerformance Criteria selected by the Administrator and specified in writing not laterthan 90 days after the commencement of the period of service to which theperformance goals relates, provided that the outcome is substantially uncertain at thattime.

(c) Timing and Form of Payment. The Administrator shall determine the timing of paymentof any Cash Award. The Administrator may provide for or, subject to such terms andconditions as the Administrator may specify, may permit an Awardee to elect (in amanner consistent with Section 409A of the Code) for the payment of any Cash Awardto be deferred to a specified date or event. The Administrator may specify the form ofpayment of Cash Awards, which may be cash or other property, or may provide for anAwardee to have the option for his or her Cash Award, or such portion thereof as theAdministrator may specify, to be paid in whole or in part in cash or other property.

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(d) Termination of Employment. Unless otherwise provided for by the Administrator, uponthe Awardee's Termination of Employment, any Cash Awards issued hereunder shallbe forfeited,

13. NON-EMPLOYEE DIRECTOR AWARDS.

(a) Eligibility. Each member of the Board who is a Non-Employee Director and who isproviding service to HP as a member of the Board at the beginning of the DirectorPlan Year shall be eligible to receive an Annual Equity Retainer (as defined inSection 2 above) under the Plan.

Any member of the Board who enters service after the beginning of the Director PlanYear (as defined in Section 2 above) may be eligible to receive a prorated AnnualEquity Retainer under the Plan as the Board or the Committee determines in itsdiscretion.

(b) Terms and Conditions.

(i) Compensation Alternatives. Within (i) 25 days after the beginning of theDirector Plan Year, or (ii) if the Non-Employee Director elects to participate inthe Hewlett-Packard Company 2005 Executive Deferred Compensation Plan(the “EDCP”) then in the calendar year preceding the first day of the DirectorPlan Year, each Non-Employee Director may elect to receive his AnnualEquity Retainer in the form of restricted stock units (a “Director RSU Award”)and or in the form of an option to purchase shares of Common Stock (a“Director Option Award”). If any Non-Employee Director fails to make suchan election, then he shall be deemed to have elected a Director RSU Awardfor the value of his Annual Equity Retainer. Any such election, or anymodification or termination of such an election, shall be filed with HP on aform prescribed by HP for this purpose. If a Non-Employee Director does notelect to participate in the EDCP and does not select his or her means ofpayment within the prescribed time, then such Non-Employee Director shallnot be permitted to participate in the EDCP for the applicable Director PlanYear.

(ii) Director RSU Award.

A. Date of Grant. The Director RSU Award shall be grantedautomatically one month after the beginning of each Director PlanYear (or, if such date is not a business day, on the next succeedingbusiness day) (the “Director Grant Date”).

B. Number of Shares Subject to a Director RSU Award. The totalnumber of shares of Common Stock included in each Director RSUAward shall be determined by dividing the amount of the AnnualEquity Retainer that is to be paid in RSUs by the Fair Market Value ofa share of Common Stock on the Director Grant Date. It shall berounded up to the largest number of whole shares.

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C. Vesting Period for Director RSU Award. If the Committee does notexpressly exercise its discretion to change the vesting of the DirectorRSU Award for a Director Plan Year, then the vesting of suchDirector RSU Award shall be the same as the last Director Plan Yearin which the Committee exercised its discretion to set the vestingterms. Unless deferred under the EDCP, Shares subject to DirectorRSU Awards shall be delivered promptly upon satisfaction of thevesting conditions, but no later than March 15 of the calendar yearfollowing the calendar year in which the vesting conditions aresatisfied.

(iii) Director Option Award. Subject to Section 13(b)(i) above, each Non-Employee Director may specify the amount of his Annual Equity Retainer tobe received in the form of a Nonstatutory Stock Option. Each Director OptionAward granted under this Plan shall comply with and be subject to the termsof the Plan and the following terms and conditions including such additionalterms and conditions as may be determined by the Board or Committee:

A. Date of Grant. The Director Option Award shall be grantedautomatically on the Director Grant Date.

B. Number of Shares Subject to Director Option Award. The number ofshares to be subject to any Director Option Award shall be anamount necessary to make such option equal in value, using amodified Black-Scholes option valuation model, to that portion of theAnnual Equity Retainer that the Non-Employee Director elected toreceive in the form of an option. The value of the option will becalculated by assuming that the value of an option to purchase oneshare of Common Stock equals the product of (i) a fractiondetermined by dividing 1 by the Multiplier, as defined below, and (ii)the Fair Market Value of a share of Common Stock on the DirectorGrant Date.

The number of shares represented by a Director Option Award shallbe determined by multiplying the number of shares determined aboveby a multiplier determined using a modified Black-Scholes optionvaluation method (the “Multiplier”). The Board or the Committee shalldetermine the Multiplier prior to the beginning of the Director PlanYear by considering the following factors: (i) the Fair Market Value ofthe Common Stock on the date the Multiplier is determined; (ii) theaverage length of time that Company stock options are held byoptionees prior to exercise; (iii) the risk-free rate of return based onthe term determined in (ii) above and U.S. government securitiesrates; (iv) the annual dividend yield for the Common Stock; and (v)the volatility of the Common Stock over the previous ten-year period.The number of shares to be subject to the option shall be rounded upto the largest number of whole shares determined as follows:

Amount of Annual Equity Retainer to be paid as options----------------------------------------------- x Multiplier = Number of Shares Fair Market Value on the Director Grant Date

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C. Price of Options. The exercise price of the Director OptionAward will be the Fair Market Value of the Common Stock on theDirector Grant Date.

D. Period of Director Option Award. The Committee shall havethe discretion to determine the exercisability of Shares subject to theDirector Option Award. If the Committee does not expressly exerciseits discretion to change the exercisability of the Director OptionAward for a Director Plan Year, then the exercisability of such optionsshall be the same as the last Director Plan Year in which theCommittee expressly exercised its discretion to determine theexercisability of Shares subject to the Director Option Award.

(iv) Termination. Any Non-Employee Director who terminates service prior to theend of the Director Plan Year may have his Annual Retainer prorated,including a forfeiture of options, restricted stock units or cash payment, if any,as the Board or the Committee determines in its discretion.

14. OTHER PROVISIONS APPLICABLE TO AWARDS.

(a) Non-Transferability of Awards. Unless determined otherwise by the Administrator, anAward may not be sold, pledged, assigned, hypothecated, transferred, or disposed of inany manner other than by beneficiary designation, will or by the laws of descent ordistribution. The Administrator may make an Award transferable to an Awardee's“family member” (as such term is defined in Section 1(a)(5) of the General Instructionsto Form S-8 under the Securities Act of 1933, as amended), to trusts solely for thebenefit of such family members and to partnerships in which such family membersand/or trusts are the only partners. If the Administrator makes an Award transferable,either at the time of grant or thereafter, such Award shall contain such additional termsand conditions as the Administrator deems appropriate, and any transferee shall bedeemed to be bound by such terms upon acceptance of such transfer.

(b) Qualifying Performance Criteria. For purposes of this Plan, the term "QualifyingPerformance Criteria" shall mean any one or more of the following performance criteria,either individually, alternatively or in any combination, applied to either the Company asa whole or to a business unit, Affiliate or business segment, either individually,alternatively or in any combination, and measured either annually or cumulatively overa period of years, on an absolute basis or relative to a pre-established target, toprevious years' results or to a designated comparison group, in each case as specifiedby the Committee in the Award: (i) cash flow or cash conversion cycle; (ii) earnings(including gross margin, earnings before interest and taxes, earnings before taxes, andnet earnings); (iii) earnings per share; (iv) growth in: earnings or earnings per share,cash flow, revenue, gross margin, operating expense or operating expense as apercentage of revenue; (v) stock price; (vi) return on equity or average shareholderequity; (vii) total shareholder return; (viii) return on capital; (ix) return on assets or netassets; (x) return on investment; (xi) revenue; (xii) income or net income; (xiii) operatingincome or net operating income; (xiv) operating profit, net operating profit orcontrollable operating profit; (xv) operating margin or operating expense or operatingexpense as a percentage of revenue; (xvi) return on operating revenue; (xvii) marketshare or customer indicators; (xviii) contract awards or backlog; (xix) overhead or otherexpense reduction; (xx) growth in shareholder value relative to the moving average ofthe S&P 500 Index or a peer group index; (xxi) credit rating; (xxii) strategic plandevelopment and implementation, attainment of research and development milestonesor new product invention or innovation; (xxiii) succession plan development andimplementation; (xxiv) improvement in productivity or workforce diversity, (xxv)

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attainment of objective operating goals and employee metrics; (xxvi) economic valueadded, and (xxvii) any other similar criteria. To the extent consistent with Section162(m) of the Code, the Committee may appropriately adjust any evaluation ofperformance under a Qualifying Performance Criteria to exclude any of the followingevents that occurs during a performance period: (A) asset write-downs; (B) litigation orclaim judgments or settlements; (C) the effect of changes in tax law, accountingprinciples or other such laws or provisions affecting reported results; (D) accruals forreorganization and restructuring programs; and (E) any extraordinary non-recurringitems as described in Accounting Principles Board Opinion No. 30 and/or inmanagement's discussion and analysis of financial condition and results of operationsappearing in the Company's annual report to shareholders for the applicable year.

(c) Certification. Prior to the payment of any compensation under an Award intended toqualify as "performance-based compensation" under Section 162(m) of the Code, theCommittee shall certify the extent to which any Qualifying Performance Criteria and anyother material terms under such Award have been satisfied (other than in cases wheresuch relate solely to the increase in the value of the Common Stock).

(d) Discretionary Adjustments Pursuant to Section 162(m). Notwithstanding satisfaction ofany completion of any Qualifying Performance Criteria, to the extent specified at thetime of grant of an Award to "covered employees" within the meaning of Section 162(m)of the Code, the number of Shares, Options or other benefits granted, issued,retainable and/or vested under an Award on account of satisfaction of such QualifyingPerformance Criteria may be reduced by the Committee on the basis of such furtherconsiderations as the Committee in its sole discretion shall determine.

15. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION, MERGEROR ASSET SALE.

(a) Changes in Capitalization. Subject to any required action by the shareholders of theCompany, (i) the number and kind of Shares available for issuance under the Planand/or covered by each outstanding Award, (ii) the price per Share subject to eachsuch outstanding Award and (iii) the Share limitations set forth in Section 3 of the Plan,shall be proportionately adjusted for any increase or decrease in the number or kind ofissued shares resulting from a stock split, reverse stock split, dividend or otherdistribution (whether in the form of cash, Shares, other securities or other property(other than regular, cash dividends)), combination or reclassification of the CommonStock, or any other increase or decrease in the number of issued shares of CommonStock effected without receipt of consideration by the Company; provided, however,that conversion of any convertible securities of the Company shall not be deemed tohave been "effected without receipt of consideration." Such adjustment shall be madeby the Administrator, whose determination in that respect shall be final, binding andconclusive. Except as expressly provided herein, no issuance by the Company ofshares of stock of any class, or securities convertible into shares of stock of any class,shall affect, and no adjustment by reason thereof shall be made with respect to, thenumber or price of shares of Common Stock subject to an Award.

(b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of theCompany, the Administrator shall notify each Participant as soon as practicable prior tothe effective date of such proposed transaction. The Administrator in its discretion mayprovide for an Option to be fully vested and exercisable until ten (10) days prior to suchtransaction. In addition, the Administrator may provide that any restrictions on anyAward shall lapse prior to the transaction, provided the proposed dissolution orliquidation takes place at the time and in the manner contemplated. To the extent it has

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not been previously exercised, an Award will terminate immediately prior to theconsummation of such proposed transaction.

(c) Change in Control. In the event there is a Change in Control of the Company, asdetermined by the Board or a Committee, the Board or Committee may, in itsdiscretion, (i) provide for the assumption or substitution of, or adjustment to, eachoutstanding Award; (ii) accelerate the vesting of Awards and terminate any restrictionson Awards; and (iii) provide for the cancellation of Awards for a cash payment to theParticipant.

16. AMENDMENT AND TERMINATION OF THE PLAN.

(a) Amendment and Termination. The Administrator may amend, alter or discontinue thePlan or any Award Agreement, but any such amendment shall be subject to approval ofthe shareholders of the Company in the manner and to the extent required byApplicable Law. In addition, without limiting the foregoing, unless approved by theshareholders of the Company, no such amendment shall be made that would:

i. increase the maximum number of Shares for which Awards may be grantedunder the Plan, other than an increase pursuant to Section 14 of the Plan;

ii. reduce the minimum exercise price for Options granted under the Plan;

iii. reduce the exercise price of outstanding Options; or

iv. materially expand the class of persons eligible to receive Awards under thePlan.

(b) Effect of Amendment or Termination. No amendment, suspension or termination of thePlan shall impair the rights of any Award, unless mutually agreed otherwise betweenthe Participant and the Administrator, which agreement must be in writing and signedby the Participant and the Company. Termination of the Plan shall not affect theAdministrator's ability to exercise the powers granted to it hereunder with respect toAwards granted under the Plan prior to the date of such termination.

(c) Effect of the Plan on Other Arrangements. Neither the adoption of the Plan by theBoard or a Committee nor the submission of the Plan to the shareholders of theCompany for approval shall be construed as creating any limitations on the power ofthe Board or any Committee to adopt such other incentive arrangements as it or theymay deem desirable, including without limitation, the granting of restricted stock orstock options otherwise than under the Plan, and such arrangements may be eithergenerally applicable or applicable only in specific cases.

17. DESIGNATION OF BENEFICIARY.

(a) An Awardee may file a written designation of a beneficiary who is to receive theAwardee's rights pursuant to Awardee's Award or the Awardee may include his or herAwards in an omnibus beneficiary designation for all benefits under the Plan. To theextent that Awardee has completed a designation of beneficiary while employed withHewlett-Packard Company, such beneficiary designation shall remain in effect withrespect to any Award hereunder until changed by the Awardee to the extentenforceable under Applicable Law.

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(b) Such designation of beneficiary may be changed by the Awardee at any time by writtennotice. In the event of the death of an Awardee and in the absence of a beneficiaryvalidly designated under the Plan who is living at the time of such Awardee's death, theCompany shall allow the executor or administrator of the estate of the Awardee toexercise the Award, or if no such executor or administrator has been appointed (to theknowledge of the Company), the Company, in its discretion, may allow the spouse orone or more dependents or relatives of the Awardee to exercise the Award to the extentpermissible under Applicable Law.

18. NO RIGHT TO AWARDS OR TO EMPLOYMENT.

No person shall have any claim or right to be granted an Award and the grant of anyAward shall not be construed as giving an Awardee the right to continue in the employ of theCompany or its Affiliates. Further, the Company and its Affiliates expressly reserve the right, atany time, to dismiss any Employee or Awardee at any time without liability or any claim underthe Plan, except as provided herein or in any Award Agreement entered into hereunder.

19. LEGAL COMPLIANCE.

Shares shall not be issued pursuant to the exercise of an Option or Stock Award unlessthe exercise of such Option or Stock Award and the issuance and delivery of such Shares shallcomply with Applicable Laws and shall be further subject to the approval of counsel for theCompany with respect to such compliance.

20. INABILITY TO OBTAIN AUTHORITY.

To the extent the Company is unable to or the Administrator deems it infeasible toobtain authority from any regulatory body having jurisdiction, which authority is deemed by theCompany's counsel to be necessary to the lawful issuance and sale of any Shares hereunder,the Company shall be relieved of any liability with respect to the failure to issue or sell suchShares as to which such requisite authority shall not have been obtained.

21. RESERVATION OF SHARES.

The Company, during the term of this Plan, will at all times reserve and keep availablesuch number of Shares as shall be sufficient to satisfy the requirements of the Plan.

22. NOTICE.

Any written notice to the Company required by any provisions of this Plan shall beaddressed to the Secretary of the Company and shall be effective when received.

23. GOVERNING LAW; INTERPRETATION OF PLAN AND AWARDS.

(a) This Plan and all determinations made and actions taken pursuant hereto shall begoverned by the substantive laws, but not the choice of law rules, of the state ofDelaware.

(b) In the event that any provision of the Plan or any Award granted under the Plan isdeclared to be illegal, invalid or otherwise unenforceable by a court of competentjurisdiction, such provision shall be reformed, if possible, to the extent necessary torender it legal, valid and enforceable, or otherwise deleted, and the remainder of theterms of the Plan and/or Award shall not be affected except to the extent necessary toreform or delete such illegal, invalid or unenforceable provision.

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(c) The headings preceding the text of the sections hereof are inserted solely forconvenience of reference, and shall not constitute a part of the Plan, nor shall theyaffect its meaning, construction or effect.

(d) The terms of the Plan and any Award shall inure to the benefit of and be binding uponthe parties hereto and their respective permitted heirs, beneficiaries, successors andassigns.

(e) All questions arising under the Plan or under any Award shall be decided by theAdministrator in its total and absolute discretion. In the event the Participant believesthat a decision by the Administrator with respect to such person was arbitrary orcapricious, the Participant may request arbitration with respect to such decision. Thereview by the arbitrator shall be limited to determining whether the Administrator'sdecision was arbitrary or capricious. This arbitration shall be the sole and exclusivereview permitted of the Administrator's decision, and the Awardee shall as a conditionto the receipt of an Award be deemed to explicitly waive any right to judicial review.

(f) Notice of demand for arbitration shall be made in writing to the Administrator withinthirty (30) days after the applicable decision by the Administrator. The arbitrator shall beselected from amongst those members of the Board who are neither Administrators norEmployees. If there are no such members of the Board, the arbitrator shall be selectedby the Board. The arbitrator shall be an individual who is an attorney licensed topractice law in the State of Delaware. Such arbitrator shall be neutral within themeaning of the Commercial Rules of Dispute Resolution of the American ArbitrationAssociation; provided, however, that the arbitration shall not be administered by theAmerican Arbitration Association. Any challenge to the neutrality of the arbitrator shallbe resolved by the arbitrator whose decision shall be final and conclusive. Thearbitration shall be administered and conducted by the arbitrator pursuant to theCommercial Rules of Dispute Resolution of the American Arbitration Association. Thedecision of the arbitrator on the issue(s) presented for arbitration shall be final andconclusive and may be enforced in any court of competent jurisdiction.

24. LIMITATION ON LIABILITY.

The Company and any Affiliate which is in existence or hereafter comes into existenceshall not be liable to a Participant, an Employee, an Awardee or any other persons as to:

(a) The Non-Issuance of Shares. The non-issuance or sale of Shares as to which theCompany has been unable to obtain from any regulatory body having jurisdiction theauthority deemed by the Company's counsel to be necessary to the lawful issuanceand sale of any shares hereunder; and

(b) Tax Consequences. Any tax consequence expected, but not realized, by anyParticipant, Employee, Awardee or other person due to the receipt, exercise orsettlement of any Option or other Award granted hereunder.

25. UNFUNDED PLAN.

Insofar as it provides for Awards, the Plan shall be unfunded. Although bookkeepingaccounts may be established with respect to Awardees who are granted Stock Awards underthis Plan, any such accounts will be used merely as a bookkeeping convenience. The Companyshall not be required to segregate any assets which may at any time be represented by Awards,nor shall this Plan be construed as providing for such segregation, nor shall the Company or the

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Administrator be deemed to be a trustee of stock or cash to be awarded under the Plan. Anyliability of the Company to any Participant with respect to an Award shall be based solely uponany contractual obligations which may be created by the Plan; no such obligation of theCompany shall be deemed to be secured by any pledge or other encumbrance on any propertyof the Company. Neither the Company nor the Administrator shall be required to give anysecurity or bond for the performance of any obligation which may be created by this Plan.