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                                                                   EXHIBIT 10(u)

                     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 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.

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         (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.

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
250,000,000 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
250,000,000.

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. 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.


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                  (iii)    Rule 16-3. 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;

                  (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;

                  (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;


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                  (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
                           10,000,000 Shares.

                  (ii)     In connection with his or her initial service, a
                           Participant may be granted Options to purchase up to
                           an additional 10,000,000 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 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
                           twenty million (20,000,000) 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
                           thirty million (30,000,000) 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.


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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
                           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


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                  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 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.

         (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.


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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 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 months 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.



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<PAGE>

         (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 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.


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<PAGE>

         (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.

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.

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


                                       9

<PAGE>

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.

10/27/00          Two for one stock split in the form of a stock dividend




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