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Exhibit 10.(l)(l)    
    


 
 

SECOND AMENDMENT TO THE HEWLETT-PACKARD COMPANY
  2005 EXECUTIVE DEFERRED COMPENSATION PLAN    
    


        The Hewlett-Packard Company 2005 Executive Deferred Compensation Plan, as amended and restated effective October 1, 2006 (the "Plan"), is hereby amended as
follows, effective November 1, 2007, except as otherwise provided: 



        1.     The last sentence at the end of the definition of "Eligible Employee" in Article I is amended in its entirety to read as
follows:



An
Eligible Employee shall also include a Newly Hired Employee and a Late Year Newly Hired Employee. 




        2.     The definition of "Incentive Award" in Article I is amended in its entirety to read as follows:



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




        3.     A definition of "Late Year Newly Hired Employee" is added to Article I to read as follows:



"Late Year Newly Hired Employee" means an Employee (i) who is hired by HP or one of its affiliates for the first time after 2006, (ii) who
is hired in November or December, (iii) who would have qualified as an Eligible Employee as of the November 1 preceding his date of hire based on his initial position and
Annual Rate of Pay, and (iv) whose base salary payable in the year of hire is projected to exceed the Code section 401(a)(17) limit for such year. 




        4.     A definition of "VPB Plan" is added to Article I to read as follows:



"VPB Plan" means the Hewlett-Packard Company Variable Performance Bonus Plan, as amended from time to time. 




        5.     A new Section 3.3 is added to read as follows:



Late Year New Hires.    A Late Year Newly Hired Employee may elect within the later of 30 days of becoming an Employee or the end of
the calendar year in which he is hired to defer base salary earned in the Plan Year following his year of hire. Such an election shall become irrevocable and effective at the end of this election
period and shall apply to base salary earned subsequent to the deferral election's becoming effective. 




        6.     Sections 3.3 to 3.6 are re-numbered 3.4 to 3.7.


        7.     The last sentence of Section 4.3(a)(ii) is amended, effective January 1, 2007, to read as follows:



Notwithstanding
the foregoing, a Participant will be fully vested in HP Matching Contributions credited to his or her Account if the Participant's employment with HP and its Affiliates is terminated
(A) due to death or disability, (B) after the Participant has reached his or her Retirement Date, or (C) if the Participant terminates employment from HP or an Affiliate in
connection with a sale or other disposition by HP or the Affiliate of the business unit in which the Participant had been employed. 




        8.     Section 5.2(c) shall be amended in its entirety to read as follows:



        (c)   A
Participant may also elect on a Deferral Form that payments of that Plan Year's deferrals and any HP Matching Contributions (and earnings thereon) shall be paid in
January of 









the
year following the year in which the Participant's Termination Date occurs (in the case of installment payments, the first installment shall be paid in the January following the Participant's
Termination Date, and subsequent installments shall be made each January thereafter), if the Participant's Termination Date is after his Retirement Date or the Participant is an Outside Director. 




        9.     Section 5.2(d) shall be amended in its entirety to read as follows:



        (d)   Except
for Participants who are Outside Directors, if a Participant's Termination Date precedes his or her Retirement Date, such Participant shall be deemed to have
elected on each Deferral Form that such Plan Year's deferrals and any HP Matching Contributions (and earnings thereon) shall be paid in a single lump sum at the following time, subject to
Section 5.3 below: (i) with respect to amounts attributable to Plan Years commencing before January 1, 2008, in the month following the month in which the Participant Terminates
Employment, and (ii) with respect to amounts attributable to Plan Years commencing on or after January 1, 2008, in January of the year following the year in which the Participant
Terminates Employment. 




        10.   Section 5.3(a) shall be amended in its entirety to read as follows:



        (a)   Distributions to Key Employees.    Distributions may not commence to a Key Employee upon a Termination of
Employment before the date which is six months after the date of the Key Employee's Termination of Employment. If distributions are to be paid in a lump sum, such lump sum payment shall be distributed
as follows: (i) with respect to amounts attributable to Plan Years commencing before January 1, 2008, in the seventh month after the Termination of Employment, and (ii) with
respect to amounts attributable to Plan Years commencing on or after January 1, 2008, in the later of (A) the seventh month after the Termination of Employment or (B) January of
the year following the year of the Termination of Employment. If distributions are to be paid in installments and the first installment is payable during this six-month period, such
installment shall be distributed as follows: (x) with respect to amounts attributable to Plan Years commencing before January 1, 2008, in the seventh month after the Termination of
Employment, and (y) with respect to amounts attributable to Plan Years commencing on or after January 1, 2008, in the later of (I) the seventh month after the Termination of
Employment or (II) January of the year following the year of the Termination of Employment, with subsequent installments to be made each January thereafter. 




        This
Second Amendment to the 2005 Hewlett-Packard Company Executive Deferred Compensation Plan is hereby adopted this 15th day of November, 2007. 



	 	 	HEWLETT-PACKARD COMPANY
	

 	
 	

By	

/s/  MARCELA PEREZ DE ALONSO      
 Marcela Perez de Alonso

Executive Vice President

Human Resources and Workforce Development













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Exhibit 10.(l)(l)


SECOND AMENDMENT TO THE HEWLETT-PACKARD COMPANY 2005 EXECUTIVE DEFERRED COMPENSATION PLAN