Excess Benefit Retirement Plan

HEWLETT-PACKARD COMPANY EXCESS


BENEFIT RETIREMENT PLAN


SECTION 1. ESTABLISHMENT AND PURPOSE OF PLAN


The Hewlett-Packard Company Excess Benefit Retirement Plan was adopted and established effective November 1, 1983. The Plan is intended to provide supplemental retirement benefits to certain management and highly compensated employees equal to those benefits that are limited under the Deferred Profit Sharing Plan and/or Retirement Plan because of the limitations on contributions and benefits imposed by Section 415 of the Internal Revenue Code of 1986 (the "Code") and the limitation on compensation imposed by Section 401(a)(17) of the Code. This Plan is intended to be an unfunded excess benefit plan under Sections 3(36) and 4(b)(5) of the Employee Retirement Income Security Act of 1974 ("ERISA"). The Plan is also intended to be a plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees under Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA. The Plan was last amended and restated as of November 1, 1994, to read as set forth herein. The Company retains the right, as provided in Section 8, to amend or terminate the Plan at any time. The Plan is administered by the 2 Compensation Committee of the Board of Directors of the Company, as provided in Section 7.


SECTION 2. DEFINITIONS


Certain capitalized words and phrases used in the text of the Plan shall have the meaning attributed to them in the DPSP or RP or the following meaning unless the text further specifies the meaning or from the context it clearly appears otherwise:


(a) "Actual DPSP Contribution" means the amount of Company Contributions, Separation Contributions and Forfeitures in fact made to a Participant's Account under the DPSP for any Plan Year ending on or prior to October 31, 1993.


(b) "Actual DPSP Account" means the amount in the separate account established for each Participant under the DPSP to which is allocated his or her share of Company Contributions, Separation Contributions and Forfeitures as provided in the DPSP.


(c) "Actual RP Benefit" means the benefit in fact determined under the RP at the following times:


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(i) In the case of a Participant who at termination of
employment has an Actual DPSP Account, as of the
date when benefits are to be paid under the DPSP, or


(ii) In the case of a Participant who at termination of
employment does not have an Actual DPSP Account, as
of the date of termination of employment.


(d) "Committee" means the Compensation Committee of the Board of Directors of the Company; provided, that for purposes of Sections 5(b) and 9, with respect to any Participant other than a Participant who is an officer as defined in the Hewlett-Packard Company Officers Early Retirement Plan, Committee means the Executive Committee of the Board of Directors of the Company.


(e) "DPSP" or "Deferred Profit-Sharing Plan" means the Hewlett-Packard Company Deferred Profit-Sharing Plan Amended and Restated as of November 1, 1993, and as it may be amended from time to time.


(f) "Participant" means any individual entitled to a Virtual DPSP Contribution under Section 4(a) or a Virtual Retirement Benefit under Section 5.


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(g) "Plan" means the Hewlett-Packard Company Excess Benefit Retirement Plan, as described herein and as it may be amended from time to time.


(h) "RP" or "Retirement Plan" means the Hewlett-Packard Company Retirement Plan Amended and Restated as of October 29, 1993, and as it may be amended from time to time.


(i) "Virtual DPSP Account" means a bookkeeping account established under Section 4 to which is credited all Virtual DPSP Contributions and investment earnings as provided in Section 4.


(j) "Virtual DPSP Contribution" means an amount established under Section 4 with respect to a Plan Year ending on or prior to October 31, 1993 which equals the excess amount that would have been contributed on behalf of a Participant to the Participant's Account under the DPSP but was not so contributed by reason of the limitations imposed by Section 415 of the Code or Section 401(a)(17) of the Code.


(k) "Virtual Retirement Benefit" means the benefit payable to a Participant or Beneficiary determined under Section 5.


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(l) "Virtual RP Benefit" means the benefit determined under the RP based on the Annuity Value of the Actual DPSP Account, if applicable, but otherwise without regard to the limitations of Section 415 or Section 401(a)(17) of the Code.


SECTION 3. ELIGIBILITY AND PARTICIPATION


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


(b) Termination of Participation. An individual shall cease to be a Participant as of the date he or she ceases to be an Employee, unless the individual is entitled to benefits hereunder, in which event his or her status as a Participant shall terminate on the earlier of the date of his or her death or the date no further amount is payable to the individual hereunder.


SECTION 4. VIRTUAL DPSP CONTRIBUTIONS AND ACCOUNTS


(a) Virtual DPSP Contribution. As of the last day of each Plan Year ending on or prior to October 31, 1993, or in the case of an Employee whose employment by the Affiliated Group terminated during any such Plan Year, the Employee's Valuation


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