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Executive Deferred Compensation Plan
(Amended and Restated effective October 1, 2003)
Section 1. Establishment and Purpose of Plan.
The Hewlett-Packard Company Executive Deferred Compensation Plan was adopted and established effective January 1,
1994, and has been amended from time to time. The Plan provides deferred compensation for a select group of management or
highly compensated employees as established in Title I of ERISA. Effective October 1, 2003, the Plan is hereby amended and
The Plan is intended to be an unfunded and unsecured deferred compensation arrangement between the Participant and
the Company, in which the Participant agrees to give up a portion of the Participant's current compensation in exchange for the
Company's unfunded and unsecured promise to make a deferred payment at a future date, as specified in Sections 6 and 7. As
such the Plan shall be exempt from the participation, vesting and funding requirements of Parts 2 and 3 of Title I of ERISA and
shall be subject to the limited reporting and disclosure requirements (under Part 1 of Title I of ERISA) applicable to such plans.
The Company retains the right, as provided in Section 13, to amend or terminate the Plan at any time. Certain capitalized words
used in the text of the Plan are defined in Section 21 in alphabetical order.
Section 2. Participation in the Plan.
2.1 General . All Eligible Employees are eligible to defer Bonuses under the Plan. Eligible Employees are eligible to defer
Base Pay under the Plan so long as their Base Pay, as of the first day of October preceding the calendar year within which the
deferral is to be made, is equal to or in excess of the sum of (1) the amount defined in Code section 401(a)(17), which is in effect
on January 1 of the calendar year to which the deferral election pertains, as adjusted by the Secretary of the Treasur