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                                   EXHIBIT 4.1

                     HEWLETT-PACKARD COMPANY 2000 STOCK PLAN

1.       PURPOSES OF THE PLAN.

         The purpose of this Plan is to encourage ownership in the Company by
key personnel whose long-term employment is considered essential to the
Company's continued progress and, thereby, encourage recipients to act in the
shareowner's interest and share in the Company's success.

2.       DEFINITIONS.

         As used herein, the following definitions shall apply:

         (a) "ADMINISTRATOR" means the Board or any of its Committees as shall
be administering the Plan, in accordance with Section 4 of the Plan.

         (b) "AFFILIATE" means any entity that is directly or indirectly
controlled by the Company or any entity in which the Company has a significant
ownership interest as determined by the Administrator.

         (c) "APPLICABLE LAWS" means the requirements relating to the
administration of stock option plans under U.S. federal and state laws, any
stock exchange or quotation system on which the Common Stock is listed or quoted
and the applicable laws of any foreign jurisdiction where Awards are, or will
be, granted under the Plan.

         (d) "AWARD" means a Cash Award, Stock Award, or Option granted in
accordance with the terms of the Plan.

         (e) "AWARDEE" means the holder of an outstanding Award.

         (f) "AWARD AGREEMENT" means a written or electronic agreement between
the Company and an Awardee evidencing the terms and conditions of an individual
Award. The Award Agreement is subject to the terms and conditions of the Plan.

         (g) "BOARD" means the Board of Directors of the Company.

         (h) "CASH AWARDS" means cash awards granted pursuant to Section 12 of
the Plan.

         (i) "CODE" means the United States Internal Revenue Code of 1986, as
amended.

         (j) "COMMITTEE" means a committee of Directors appointed by the Board
in accordance with Section 4 of the Plan.

         (k) "COMMON STOCK" means the common stock of the Company.

         (l) "COMPANY" means Hewlett-Packard Company, a Delaware corporation.

         (m) "CONSULTANT" means any person, including an advisor, engaged by the
  Company or a Subsidiary to render services to such entity or any person who is
  an advisor, director or consultant of an Affiliate.

         (n) "DIRECTOR" means a member of the Board.

         (o) "EMPLOYEE" means a regular employee of the Company, any Subsidiary
or any Affiliate, including Officers and Directors, who is treated as an
employee in the personnel records of the Company or its Subsidiary for the

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relevant period, but shall exclude individuals who are classified by the
Company or its Subsidiary as (A) leased from or otherwise employed by a third
party; (B) independent contractors; or (C) intermittent or temporary, even if
any such classification is changed retroactively as a result of an audit,
litigation or otherwise. An Awardee shall not cease to be an Employee in the
case of (i) any leave of absence approved by the Company or its Subsidiary or
(ii) transfers between locations of the Company or between the Company, any
Subsidiary, or any successor. Should an Awardee transfer from the Company to
Agilent Technologies, Inc. prior to the Distribution Date (as defined in
Section 1.20 of the Employees Matter Agreement between Agilent Technologies,
Inc. and the Company), the Awardee will cease to be an Employee at the time
of such transfer. Neither service as a Director nor payment of a director's
fee by the Company shall be sufficient to constitute "employment" by the
Company.

       (p) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

       (q) "FAIR MARKET VALUE" means, as of any date, the average of the highest
and lowest quoted sales prices for such Common Stock as of such date (or if no
sales were reported on such date, the average on the last preceding day a sale
was made) as quoted on the stock exchange or a national market system, with the
highest trading volume, as reported in such source as the Administrator shall
determine.

       (r) "GRANT DATE" means the date selected by the Administrator, from
time to time, upon which Awards are granted to Participants pursuant to this
Plan.

       (s) "INCENTIVE STOCK OPTION" means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code and the
regulations promulgated thereunder.

       (t) "NONSTATUTORY STOCK OPTION" means an Option not intended to qualify
as an Incentive Stock Option.

       (u) "OFFICER" means a person who is an officer of the Company within the
meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.

       (v) "OPTION" means a stock option granted pursuant to the Plan. Options
granted under the Plan may be Incentive Stock Options or Nonstatutory Stock
Options.

       (w) "PARTICIPANT" means an Employee, Director or Consultant.

       (x) "PLAN" means this 2000 Stock Plan.

       (y) "RESTRICTED STOCK" means shares of Common Stock acquired pursuant to
a grant of a Stock Award under Section 11 of the Plan.

       (z) "SHARE" means a share of the Common Stock, as adjusted in accordance
with Section 14 of the Plan.

       (aa) "STOCK AWARDS" means right to purchase or receive Common Stock
pursuant to Section 11 of the Plan.

       (bb) "SUBSIDIARY" means a "subsidiary corporation," whether now or
hereafter existing, as defined in Section 424(f) of the Code.

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3.       STOCK SUBJECT TO THE PLAN.

         Subject to the provisions of Section 14 and Section 6(d) of the Plan,
the maximum aggregate number of Shares that may be issued under the Plan is
125,000,000 Shares. The Shares may be authorized, but unissued, or reacquired
Common Stock. Preferred stock may be issued in lieu of Common Stock for Awards.

         If an Award expires or becomes unexercisable without having been
exercised in full, the unpurchased Shares which were subject thereto, if any,
shall become available for future grant or sale under the Plan (unless the Plan
has terminated). Shares of Restricted Stock that are either forfeited or
repurchased by the Company at their original purchase price shall become
available for future grant or sale under the Plan. Shares that are tendered,
whether by physical delivery or by attestation, to the Company by the Awardee as
full or partial payment of the exercise price of any Award or in payment of any
applicable withholding for federal, state, city, local or foreign taxes incurred
in connection with the exercise of any Award shall become available for future
grant or sale under the Plan; provided, however, that the total number of Shares
so tendered from which Incentive Stock Options may be granted shall not exceed
125,000,000.

4.       ADMINISTRATION OF THE PLAN.

         (a) PROCEDURE.

         (i)      MULTIPLE ADMINISTRATIVE BODIES. The Plan may be administered
                  by different Committees with respect to different groups of
                  Participants.

         (ii)     SECTION 162(m). To the extent that the Administrator
                  determines it to be desirable to qualify Awards granted
                  hereunder as "performance-based compensation" within the
                  meaning of Section 162(m) of the Code, the Plan shall be
                  administered by a Committee of two or more "outside directors"
                  within the meaning of Section 162(m) of the Code.

         (iii)    RULE 16b-3. To the extent desirable to qualify transactions
                  hereunder as exempt under Rule 16b-3 promulgated under the
                  Exchange Act ("Rule 16b-3"), the transactions contemplated
                  hereunder shall be structured to satisfy the requirements for
                  exemption under Rule 16b-3.

         (iv)     OTHER ADMINISTRATION. The Board may delegate to the Executive
                  Committee of the Board (the "Executive Committee") the power
                  to approve Awards to Participants who are not (A) subject to
                  Section 16 of the Exchange Act or (B) at the time of such
                  approval, "covered employees" under Section 162(m) of the
                  Code.

         (b) POWERS OF THE ADMINISTRATOR. Subject to the provisions of the Plan,
and in the case of a Committee, subject to the specific duties delegated by the
Board to such Committee, the Administrator shall have the authority, in its
discretion:

         (i)      to select the Participants to whom Awards may be granted
                  hereunder;

         (ii)     to determine the number of shares of Common Stock to be
                  covered by each Award granted hereunder;

         (iii)    to approve forms of agreement for use under the Plan;

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         (iv)     to determine the terms and conditions, not inconsistent with
                  the terms of the Plan, of any Award granted hereunder. Such
                  terms and conditions include, but are not limited to, the
                  exercise price, the time or times when an Award may be
                  exercised (which may or may not be based on performance
                  criteria), any vesting acceleration or waiver of forfeiture
                  restrictions, and any restriction or limitation regarding any
                  Award or the Shares relating thereto, based in each case on
                  such factors as the Administrator, in its sole discretion,
                  shall determine;

         (v)      to construe and interpret the terms of the Plan and Awards
                  granted pursuant to the Plan;

         (vi)     to adopt rules and procedures relating to the operation and
                  administration of the Plan to accommodate the specific
                  requirements of local laws and procedures. Without limiting
                  the generality of the foregoing, the Administrator is
                  specifically authorized (A) to adopt the rules and procedures
                  regarding the conversion of local currency, withholding
                  procedures and handling of stock certificates which vary with
                  local requirements, (B) to adopt sub-plans and Plan addenda as
                  the Administrator deems desirable, to accommodate foreign tax
                  laws, regulations and practice;

         (vii)    to prescribe, amend and rescind rules and regulations relating
                  to the Plan, including rules and regulations relating to
                  sub-plans and Plan addenda;

       (viii)     to modify or amend each Award, including the discretionary
                  authority to extend the post-termination exercisability period
                  of Options longer than is otherwise provided for in the Plan,
                  provided, however, that any such amendment is subject to
                  Section 15(c) of the Plan and may not impair any outstanding
                  Award unless agreed to in writing by the Awardee;

         (ix)     to allow Awardees to satisfy withholding tax obligations by
                  electing to have the Company withhold from the Shares to be
                  issued upon exercise of an Award that number of Shares having
                  a Fair Market Value equal to the amount required to be
                  withheld. The Fair Market Value of the Shares to be withheld
                  shall be determined on the date that the amount of tax to be
                  withheld is to be determined. All elections by an Awardee to
                  have Shares withheld for this purpose shall be made in such
                  form and under such conditions as the Administrator may deem
                  necessary or advisable;

         (x)      to authorize conversion or substitution under the Plan of any
                  or all outstanding stock options or outstanding stock
                  appreciation rights held by service providers of an entity
                  acquired by the Company (the "Conversion Options"). Any
                  conversion or substitution shall be effective as of the close
                  of the merger or acquisition. The Conversion Options may be
                  Nonstatutory Stock Options or Incentive Stock Options, as
                  determined by the Administrator; provided, however, that with
                  respect to the conversion of stock appreciation rights in the
                  acquired entity, the Conversion Options shall be Nonstatutory
                  Stock Options. Unless otherwise determined by the
                  Administrator at the time of conversion or substitution, all
                  Conversion Options shall have the same terms and conditions as
                  Options generally granted by the Company under the Plan;

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         (xi)     to authorize any person to execute on behalf of the Company
                  any instrument required to effect the grant of an Award
                  previously granted by the Administrator;

         (xii)    to make all other determinations deemed necessary or advisable
                  for administering the Plan and any Award granted hereunder.

         (c) EFFECT OF ADMINISTRATOR'S DECISION. The Administrator's decisions,
determinations and interpretations shall be final and binding on all Awardees.

5.       ELIGIBILITY.

         Awards may be granted to Participants, provided, however, that
Incentive Stock Options may be granted only to Employees of the Company or any
Subsidiary.

6.       LIMITATIONS.

         (a) Each Option shall be designated in the Award Agreement as either an
Incentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding
such designation, to the extent that the aggregate Fair Market Value of the
Shares with respect to which Incentive Stock Options are exercisable for the
first time by the Awardee during any calendar year (under all plans of the
Company and any Subsidiary) exceeds $100,000, such Options shall be treated as
Nonstatutory Stock Options. For purposes of this Section 6(a), Incentive Stock
Options shall be taken into account in the order in which they were granted. The
Fair Market Value of the Shares shall be determined as of the time the Option
with respect to such Shares is granted.

         (b) For purposes of Incentive Stock Options, no leave of absence may
exceed ninety (90) days, unless reemployment upon expiration of such leave is
guaranteed by statute or contract. If reemployment upon expiration of a leave of
absence approved by the Company is not so guaranteed, on the 91st day of such
leave an Awardee's employment with the Company shall be deemed terminated for
Incentive Stock Option purposes and any Incentive Stock Option held by the
Awardee shall cease to be treated as an Incentive Stock Option and shall be
treated for tax purposes as a Nonstatutory Stock Option three (3) months
thereafter.

         (c) No Participant shall have any claim or right to be granted an Award
and the grant of any Award shall not be construed as giving a Participant the
right to continue in the employ of the Company, its Subsidiaries or Affiliates.
Further, the Company, its Subsidiaries and Affiliates expressly reserve the
right, at any time, to dismiss a Participant at any time without liability or
any claim under the Plan, except as provided herein or in any Award Agreement
entered into hereunder.

         (d) The following limitations shall apply to grants of Awards:

         (i)      No Participant shall be granted, in any fiscal year of the
                  Company, Options to purchase more than 5,000,000 Shares.

         (ii)     In connection with his or her initial service, a Participant
                  may be granted Options to purchase up to an additional
                  5,000,000 Shares which shall not count against the limit set
                  forth in subsection (i) above.

         (iii)    If an Option is cancelled in the same fiscal year of the
                  Company in which it was granted (other than in connection with
                  a transaction described in Section 14), the cancelled Option


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                  will be counted against the limits set forth in subsections
                  (i) and (ii) above.

         (iv)     The maximum aggregate number of Shares underlying Stock Awards
                  that may be granted under this Plan is ten million
                  (10,000,000) Shares.

         (v)      The maximum aggregate number of Shares underlying
                  Non-Statutory Stock Options with an exercise price of less
                  than Fair Market Value on the Grant Date that may be granted
                  under Section 9(a)(ii) of this Plan is fifteen million
                  (15,000,000) Shares.

         (vi)     The foregoing limitations shall be adjusted proportionately in
                  connection with any change in the Company's capitalization as
                  described in Section 14.

7.       TERM OF PLAN.

         Subject to Section 20 of the Plan, the Plan shall become effective upon
its adoption by the Board. It shall continue in effect for a term of ten (10)
years from the later of the date the Plan or any amendment to add shares to the
Plan is adopted by the Board unless terminated earlier under Section 15 of the
Plan.

8.       TERM OF AWARD.

         The term of each Award shall be determined by the Administrator and
stated in the Award Agreement. In the case of an Option, the term shall be ten
(10) years from the Grant Date or such shorter term as may be provided in the
Award Agreement; provided that the term may be 10 1/2 years in certain
jurisdictions outside the United States as determined by the Administrator.

9.       OPTION EXERCISE PRICE AND CONSIDERATION.

         (a) EXERCISE PRICE. The per share exercise price for the Shares to be
issued pursuant to exercise of an Option shall be determined by the
Administrator, subject to the following:

         (i)      In the case of an Incentive Stock Option the per Share
                  exercise price shall be no less than 100% of the Fair Market
                  Value per Share on the Grant Date.

         (ii)     In the case of a Nonstatutory Stock Option, the per Share
                  exercise price shall be no less than seventy-five percent
                  (75%) of the Fair Market Value per Share on the Grant Date. In
                  the case of a Nonstatutory Stock Option intended to qualify as
                  "performance-based compensation" within the meaning of Section
                  162(m) of the Code, the per Share exercise price shall be no
                  less than 100% of the Fair Market Value per Share on the Grant
                  Date.

       (iii)      Notwithstanding the foregoing, at the Administrator's
                  discretion, Conversion Options (as defined in Section 4(b)(x))
                  may be granted with a per Share exercise price of less than
                  100% of the Fair Market Value per Share on the Grant Date and
                  shall not be subject to the provisions of Section 6(d)(v)
                  above.

       (iv)       Other than in connection with a change in the Company's
                  capitalization (as described in Section 14(a)), Options may
                  not be repriced, replaced, regranted through cancellation or
                  modified without shareowner approval if the effect of such
                  repricing, replacement, regrant or modification would be to


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                  reduce the exercise price of such Incentive Stock Options or
                  Nonstatutory Stock Options.

         (b) VESTING PERIOD AND EXERCISE DATES. At the time an Option is
granted, the Administrator shall fix the period within which the Option may be
exercised and shall determine any conditions that must be satisfied before the
Option may be exercised.

         (c) FORM OF CONSIDERATION. The Administrator shall determine the
acceptable form of consideration for exercising an Option, including the method
of payment. In the case of an Incentive Stock Option, the Administrator shall
determine the acceptable form of consideration at the Grant Date. Acceptable
forms of consideration may include:

           (i)   cash;

           (ii)  check or wire transfer (denominated in U.S. Dollars);

           (iii) other Shares which (A) in the case of Shares acquired upon
                 exercise of an Option, have been owned by the Awardee for
                 more than six months on the date of surrender, and (B) have
                 a Fair Market Value on the date of surrender equal to the
                 aggregate exercise price of the Shares as to which said
                 Option shall be exercised;

           (iv)  consideration received by the Company under a cashless
                 exercise program implemented by the Company in connection
                 with the Plan;

           (v)   any combination of the foregoing methods of payment; or

           (vi)  such other consideration and method of payment for the
                 issuance of Shares to the extent permitted by Applicable
                 Laws.

10.      EXERCISE OF OPTION.

         (a) PROCEDURE FOR EXERCISE; RIGHTS AS A SHAREOWNER. Any Option granted
hereunder shall be exercisable according to the terms of the Plan and at such
times and under such conditions as determined by the Administrator and set forth
in the respective Award Agreement. No Option may be exercised during any leave
of absence other than an approved personal or medical leave with an employment
guarantee upon return. An Option shall continue to vest during any authorized
leave of absence and such Option may be exercised to the extent vested upon the
Awardee's return to active employment status. An Option may not be exercised for
a fraction of a Share.

         An Option shall be deemed exercised when the Company receives (i)
written or electronic notice of exercise (in accordance with the Award
Agreement) from the person entitled to exercise the Option; (ii) full payment
for the Shares with respect to which the related Option is exercised; and (iii)
with respect to Nonstatutory Stock Options, payment of all applicable
withholding taxes due upon such exercise.

         Shares issued upon exercise of an Option shall be issued in the name of
the Awardee or, if requested by the Awardee, in the name of the Awardee and his
or her spouse. Until the Shares are issued (as evidenced by the appropriate
entry on the books of the Company or of a duly authorized transfer agent of the
Company), no right to vote or receive dividends or any other rights as a
shareowner shall exist with respect to the Shares subject to an Option,
notwithstanding the exercise of the Option. The Company shall issue (or cause to
be issued) such Shares promptly after the Option is exercised. No adjustment
will be made for a dividend or other right for which

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the record date is prior to the date the Shares are issued, except as
provided in Section 14 of the Plan.

         Exercising an Option in any manner shall decrease the number of Shares
thereafter available, both for purposes of the Plan and for sale under the
Option, by the number of Shares as to which the Option is exercised.

         (b) TERMINATION OF EMPLOYMENT. Unless otherwise provided for by the
Administrator in the Award Agreement, if an Awardee ceases to be an Employee,
other than as a result of circumstances described in Sections 10(c), (d), (e)
and (f) below, the Awardee's Option, whether vested or unvested, shall terminate
immediately upon the Awardee's termination. On the date of the Awardee's
termination of employment, the Shares covered by the unvested portion of his or
her Option shall revert to the Plan. If, prior to termination of employment, the
Awardee does not exercise his or her vested Option, the Option shall terminate,
and the Shares covered by such Option shall revert to the Plan.

         (c) DISABILITY OR RETIREMENT OF AWARDEE. Unless otherwise provided for
by the Administrator in the Award Agreement, if an Awardee ceases to be an
Employee as a result of the Awardee's total and permanent disability or
retirement due to age, in accordance with the Company's or its Subsidiaries'
retirement policy, all unvested Options shall immediately vest and the Awardee
may exercise his or her Option within three (3) years of the date of such
disability or retirement for a Nonstatutory Stock Option; within three (3)
months of the date of such disability or retirement for an Incentive Stock
Option; or if earlier, the expiration of the term of such Option. If the Awardee
does not exercise his or her Option within the time specified herein, the Option
shall terminate, and the Shares covered by such Option shall revert to the Plan.

         (d) DEATH OF AWARDEE. Unless otherwise provided for by the
Administrator in the Award Agreement, if an Awardee dies while an Employee, all
unvested Options shall immediately vest and all Options may be exercised for one
(1) year following the Awardee's death. The Option may be exercised by the
beneficiary designated by the Awardee (as provided in Section 16), the executor
or administrator of the Awardee's estate or, if none, by the person(s) entitled
to exercise the Option under the Awardee's will or the laws of descent or
distribution. If the Option is not so exercised within the time specified
herein, the Option shall terminate, and the Shares covered by such Option shall
revert to the Plan.

         (e) VOLUNTARY SEVERANCE INCENTIVE PROGRAM. If an Awardee ceases to be
an Employee as a result of participation in the Company's or its Subsidiaries'
voluntary severance incentive program approved by the Board or Executive
Committee, all unvested Options shall immediately vest and all outstanding
Options shall be exercisable for three (3) months following the Awardee's
termination (or such other period of time as provided for by the Administrator)
or, if earlier, the expiration of the term of such Option. If, after
termination, of Awardee's employment the Awardee does not exercise his or her
Option within the time specified herein, the Option shall terminate, and the
Shares covered by such Option shall revert to the Plan.

         (f) DIVESTITURE. If an Employee ceases to be a Participant because of a
divestiture of the Company, the Administrator may, in its sole discretion, make
such Employee's outstanding Options fully vested and exercisable and provide
that such Options remain exercisable for a period of time to be determined by
the Administrator. The determination of whether a divestiture will occur shall
be made by the Administrator in its sole discretion. If, after the close of the
divestiture, the Awardee does not exercise his or her Option within the time
specified therein, the Option shall terminate and the shares covered by such
Option shall revert to the Plan.

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         (g) BUYOUT PROVISIONS. At any time, the Administrator may, but shall
not be required to, offer to buy out for a payment in cash or Shares an Option
previously granted based on such terms and conditions as the Administrator shall
establish and communicate to the Awardee at the time that such offer is made.

11.      STOCK AWARDS.

         (a) GENERAL. Stock Awards may be issued either alone, in addition to,
or in tandem with other Awards granted under the Plan. After the Administrator
determines that it will offer a Stock Award under the Plan, it shall advise the
Awardee in writing or electronically, by means of an Award Agreement, of the
terms, conditions and restrictions related to the offer, including the number of
Shares that the Awardee shall be entitled to receive or purchase, the price to
be paid, if any, and, if applicable, the time within which the Awardee must
accept such offer. The offer shall be accepted by execution of an Award
Agreement in the form determined by the Administrator. The Administrator will
require that all shares subject to a right of repurchase or forfeiture be held
in escrow until such repurchase right or risk of forfeiture lapses.

         (b) FORFEITURE. Unless the Administrator determines otherwise, the
Award Agreement shall provide for the forfeiture of the unvested Restricted
Stock upon the Awardee ceasing to be an Employee except as provided below in
Sections 11(c), (d) and (e). To the extent that the Awardee purchased the
Restricted Stock, the Company shall have a right to repurchase the unvested
Restricted Stock at the original price paid by the Awardee upon Awardee ceasing
to be a Participant for any reason, except as provided below in Sections 11(c),
(d) and (e).

         (c) DISABILITY OR RETIREMENT OF AWARDEE. Unless otherwise provided for
by the Administrator in the Award Agreement, if an Awardee ceases to be an
Employee as a result of the Awardee's total and permanent disability or
retirement due to age, in accordance with the Company's or its Subsidiaries'
retirement policy, the Award shall continue to vest, provided the following
conditions are met:

         (i)      The Awardee shall not render services for any organization or
                  engage directly or indirectly in any business which, in the
                  opinion of the Administrator, competes with, or is in conflict
                  with the interest of, the Company. The Awardee shall be free,
                  however, to purchase as an investment or otherwise stock or
                  other securities of such organizations as long as they are
                  listed upon a recognized securities exchange or traded
                  over-the-counter, or as long as such investment does not
                  represent a substantial investment to the Awardee or a
                  significant (greater than 10%) interest in the particular
                  organization. For the purposes of this subsection, a company
                  (other than a Subsidiary) which is engaged in the business of
                  producing, leasing or selling products or providing services
                  of the type now or at any time hereafter made or provided by
                  the Company shall be deemed to compete with the Company;

         (ii)     The Awardee shall not, without prior written authorization
                  from the Company, use in other than the Company's business,
                  any confidential information or material relating to the
                  business of the Company, either during or after employment
                  with the Company;

         (iii)    The Awardee shall disclose promptly and assign to the Company
                  all right, title and interest in any invention or idea,
                  patentable or not, made or conceived by the Awardee during


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                  employment by the Company, relating in any manner to the
                  actual or anticipated business, research or development
                  work of the Company and shall do anything reasonably
                  necessary to enable the Company to secure a patent where
                  appropriate in the United States and in foreign countries;
                  and

         (iv)     An Awardee retiring due to age shall render, as a Consultant
                  and not as an Employee, such advisory or consultative services
                  to the Company as shall be reasonably requested by the Board
                  or the Executive Committee in writing from time to time,
                  consistent with the state of the retired Awardee's health and
                  any employment or other activities in which such Awardee may
                  be engaged. For purposes of this Plan, the Awardee shall not
                  be required to devote a major portion of time to such services
                  and shall be entitled to reimbursement for any reasonable
                  out-of-pocket expenses incurred in connection with the
                  performance of such services.

         (d) DEATH OF AWARDEE. Unless otherwise provided for by the
Administrator in the Award Agreement, if an Awardee dies while an Employee, the
Stock Award shall immediately vest and all forfeiture provisions and repurchase
rights shall lapse as to a prorated number of shares determined by dividing the
number of whole years since the Grant Date by the number of whole months between
the Grant Date and the date that the Stock Award would have fully vested (as
provided for in the Award Agreement). The vested portion of the Stock Award
shall be delivered to the beneficiary designated by the Awardee (as provided in
Section 16), the executor or administrator of the Awardee's estate or, if none,
by the person(s) entitled to receive the vested Stock Award under the Awardee's
will or the laws of descent or distribution.

         (e) VOLUNTARY SEVERANCE INCENTIVE PROGRAM. If an Awardee ceases to be
an Employee as a result of participation in the Company's or its Subsidiaries'
voluntary severance incentive program approved by the Board or Executive
Committee, the Stock Award shall immediately vest and all forfeiture provisions
and repurchase rights shall lapse as to a prorated number of shares determined
by dividing the number of whole years since the Grant Date by the number of
whole years between the Grant Date and the date that the Stock Award would have
fully vested (as provided for in the Award Agreement).

         (f) RIGHTS AS A SHAREOWNER. Unless otherwise provided for by the
Administrator, once the Stock Award is accepted, the Awardee shall have the
rights equivalent to those of a shareowner, and shall be a shareowner when his
or her acceptance of the Stock Award is entered upon the records of the duly
authorized transfer agent of the Company.

12.      CASH AWARDS.

         Cash Awards may be granted either alone, in addition to, or in tandem
with other Awards granted under the Plan. After the Administrator determines
that it will offer a Cash Award, it shall advise the Awardee in writing or
electronically, by means of an Award Agreement, of the terms, conditions and
restrictions related to the Cash Award.

13.      NON-TRANSFERABILITY OF AWARDS.

         Unless determined otherwise by the Administrator, an Award may not be
sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner
other than by beneficiary designation, will or by the laws of descent or
distribution and may be exercised, during the lifetime of the Awardee, only by
the Awardee. If the Administrator makes an Award transferable, such

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Award shall contain such additional terms and conditions as the Administrator
deems appropriate.

14.      ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION, MERGER OR
ASSET SALE.

         (a) CHANGES IN CAPITALIZATION. Subject to any required action by the
shareowners of the Company, the number and kind of shares of Common Stock
covered by each outstanding Award, and the number and kind of shares of Common
Stock which have been authorized for issuance under the Plan but as to which no
Awards have yet been granted or which have been returned to the Plan upon
cancellation or expiration of an Award, as well as the price per share of Common
Stock covered by each such outstanding Award, shall be proportionately adjusted
for any increase or decrease in the number or kind of issued shares of Common
Stock resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or
decrease in the number of issued shares of Common Stock effected without receipt
of consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration." Such adjustment shall be made by the Board,
whose determination in that respect shall be final, binding and conclusive.
Except as expressly provided herein, no issuance by the Company of shares 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,
the number 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 the Company, the Administrator shall notify each
Awardee as soon as practicable prior to the effective date of such proposed
transaction. The Administrator in its discretion may provide for an Option to be
fully vested and exercisable until ten (10) days prior to such transaction. In
addition, the Administrator may provide that any restrictions on any Award shall
lapse prior to the transaction, provided the proposed dissolution or liquidation
takes place at the time and in the manner contemplated. To the extent it has not
been previously exercised, an Award will terminate immediately prior to the
consummation of such proposed transaction.

         (c) MERGER OR ASSET SALE. In the event there is a change of control of
the Company, as determined by the Board, the Board may, in its discretion, (A)
provide for the assumption or substitution of, or adjustment to, each
outstanding Award; (B) accelerate the vesting of Options and terminate any
restrictions on Cash Awards or Stock Awards; and (C) provide for the
cancellation of Awards for a cash payment to the Awardee.

15.      AMENDMENT AND TERMINATION OF THE PLAN.

         (a) AMENDMENT AND TERMINATION. The Board may at any time amend, alter,
suspend or terminate the Plan.

         (b) SHAREOWNER APPROVAL. The Company shall obtain shareowner approval
of any Plan amendment to the extent necessary and desirable to comply with
Applicable Laws.

         (c) EFFECT OF AMENDMENT OR TERMINATION. No amendment, alteration,
suspension or termination of the Plan shall impair the rights of any Award,
unless mutually agreed otherwise between the Awardee and the Administrator,
which agreement must be in writing and signed by the Awardee and the Company.
Termination of the Plan shall not affect the Administrator's ability to exercise
the powers granted to it hereunder with respect to Awards granted under the Plan
prior to the date of such termination.

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16.      DESIGNATION OF BENEFICIARY.

         (a) An Awardee may file a written designation of a beneficiary who is
to receive the Awardee's rights pursuant to Awardee's Award or the Awardee may
include his or her Awards in an omnibus beneficiary designation for all benefits
under the Plan. To the extent that Awardee has completed a designation of
beneficiary while employed with Hewlett-Packard Company, such beneficiary
designation shall remain in effect with respect to any Award hereunder until
changed by the Awardee.

         (b) Such designation of beneficiary may be changed by the Awardee at
any time by written notice. In the event of the death of an Awardee and in the
absence of a beneficiary validly designated under the Plan who is living at the
time of such Awardee's death, the Company shall allow the executor or
administrator of the estate of the Awardee to exercise the Award, or if no such
executor or administrator has been appointed (to the knowledge of the Company),
the Company, in its discretion, may allow the spouse or one or more dependents
or relatives of the Awardee to exercise the Award.

17.      LEGAL COMPLIANCE.

         Shares shall not be issued pursuant to the exercise of an Option or
Stock Award unless the exercise of such Option or Stock Award and the issuance
and delivery of such Shares shall comply with Applicable Laws and shall be
further subject to the approval of counsel for the Company with respect to such
compliance.

18.      INABILITY TO OBTAIN AUTHORITY.

         To the extent the Company is unable to or the Administrator deems it
infeasible to obtain authority from any regulatory body having jurisdiction,
which authority is deemed by the Company'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 such Shares as to which
such requisite authority shall not have been obtained.

19.      RESERVATION OF SHARES.

         The Company, during the term of this Plan, will at all times reserve
and keep available such number of Shares as shall be sufficient to satisfy the
requirements of the Plan.

20.      SHAREOWNER APPROVAL.

         The Plan shall be subject to approval by the shareowners of the Company
within twelve (12) months of the date the Plan is adopted. Such shareowner
approval shall be obtained in the manner and to the degree required under
Applicable Laws.

21.      NOTICE.

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

22.      GOVERNING LAW.

         This Plan and all determinations made and actions taken pursuant hereto
shall be governed by the substantive laws, but not the choice of law rules, of
the state of Delaware.

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23.      UNFUNDED PLAN.

         Insofar as it provides for Awards, the Plan shall be unfunded. Although
bookkeeping accounts may be established with respect to Participants who are
granted Awards of Shares under this Plan, any such accounts will be used merely
as a bookkeeping convenience. Except for the holding of Restricted Stock in
escrow pursuant to Section 11, the Company shall 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 nor the
Administrator be deemed to be a trustee of stock or cash to be awarded under the
Plan. Any liability of the Company to any Awardee with respect to an Award shall
be based solely upon any contractual obligations which may be created by the
Plan; no such obligation of the Company shall be deemed to be secured by any
pledge or other encumbrance on any property of the Company. Neither the Company
nor the Administrator shall be required to give any security or bond for the
performance of any obligation which may be created by this Plan.


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