HEWLETT-PACKARD COMPANY EXCESS BENEFIT RETIREMENT PLAN

Exhibit 10.2

HEWLETT-PACKARD COMPANY
EXCESS BENEFIT RETIREMENT PLAN

Amended and restated as of January 1, 2006

1.             Establishment and Purpose of Plan

The Hewlett-Packard Company Excess Benefit Retirement Plan was originally established effective November 1, 1983. The purpose of the Plan is to provide supplemental retirement benefits to certain employees that are not able to be provided under the Hewlett-Packard Company Deferred Profit Sharing Plan (“DPSP”) and/or the Hewlett-Packard Company Retirement Plan (“RP”) due to the limits imposed by Section 415 and Section 401(a)(17) of the Internal Revenue Code of 1986, as amended (the “Code”). The Plan is intended to be unfunded and maintained primarily for the purpose of providing deferred compensation to a select group of management or highly compensated employees, within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). The Plan was last restated effective January 1, 2005 to comply with the requirements of Section 409A of the Code, and is again amended and restated effective January 1, 2006.

2.             Definitions

The capitalized terms used in the Plan but not defined here are defined as under the DPSP or the RP.

(a)           “Committee” means the HR and Compensation Committee of the HP Board of Directors.

(b)           “DPSP Account” means the separate account established for each Participant under the DPSP to which has been allocated that Participant’s DPSP Contributions, including Company Contributions, Separation Contributions and Forfeitures for any Plan Year ending on or before October 31, 1993.

(c)           “EBP Account” shall mean the Account established on behalf of a Participant to which shall be credited with EBP Benefit, net of withholdings and other deductions.

(d)           “EDCP” means the Hewlett-Packard Company 2005 Executive Deferred Compensation Plan.

(e)           “HP” means the Hewlett-Packard Company or any successor corporation or other entity.

(f)            “Key Employee” means a Participant who is treated as a “specified employee” under Section 409A of the Code. For any calendar year, the Key Employee status of a Participant shall be determined during the 12-month period ending on the September 30 immediately before the beginning of such calendar year (except that December 31 shall be substituted for September 30, when and if applicable guidance permits use of a determination date immediately preceding the applicable plan year).

(g)           “Participant” means an individual meeting the requirements of Section 3(a).

(h)           “Plan” means the Hewlett-Packard Company Excess Benefit Retirement Plan, as it may be amended from time to time.

(i)            “Plan Committee” means the committee to which the Committee delegates certain authority for various HP compensation and benefit matters.

(j)            “RP Benefit” shall mean the benefit due to a Participant as determined under the RP.

(k)           “Termination” means a Participant’s “separation from service,” as defined under Section 409A of the Code, with respect to all members of the Affiliated Group that includes HP.

3.             Participation

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

(b)           Termination of Participation. On and before December 31, 2006, an individual shall cease to be a Participant in this Plan when all amounts have been paid to him or her under the terms of this Plan. Effective January 1, 2007, an individual shall cease to be a Participant in this Plan on the day his or her EBP Account is established and transferred from this Plan to the EDCP, in accordance with Section 4 below. Participation may terminate also for an individual who is an active employee of HP but is no longer entitled to a benefit under this Plan as a result of an increase in the Section 415 or Section 401(a)(17) limitations of the Code.

4.             Excess Benefit

(a)           Calculation of EBP Benefit.  A benefit, called an EBP Benefit, shall be calculated for each Participant following his or her Termination and shall equal:

(i)                                     The greater of (A) the RP Benefit or (B) the DPSP Account, the Participant would be entitled to if the limits of Section 415 and Section 401(a)(17) of the Code did not apply (and each expressed as a single life annuity commencing at age 65), minus

(ii)                                  The RP Benefit actually payable to the Participant (expressed as a single life annuity commencing at age 65).

In each case, the EBP Benefit shall be determined as soon as practicable after a Participant’s Termination and as of the date when all elements of compensation and service have been determined and provided to the recordkeeper. Thereafter, the EBP Benefit shall be converted to a lump sum equivalent, using the same actuarial factors that are used to convert an RP benefit from an annuity to a lump sum.

(b)           Deductions from EBP Benefit. The EBP Benefit lump sum shall be reduced by applicable state or federal withholding requirements and to cover any taxes associated with such withholdings, each determined by HP (or its designee) in its discretion, provided such withholding shall be no less than the minimum required by law. The EBP Benefit, net of such deductions, shall be credited to an EBP Account on behalf of such Participant.

(c)           Benefit Amount upon Death of Participant. Upon the death of a Participant who dies before his or her Termination, the EBP Benefit shall be determined as if the Survivor or Termination Benefit determined under the RP were payable at 100% instead of 50% of the Actuarial Equivalent benefit, although nothing in this Section is intended to increase to 100% the Survivor or Termination Benefit payable under the RP, or to pay the difference between a 50% and 100% Survivor or Termination Benefit under the RP from this Plan.

(d)           Transfer of EBP Account to EDCP. EBP Accounts maintained under this Plan for any Participant as of December 31, 2006 shall be transferred from this Plan to the EDCP, effective January 1,

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2007, and shall thereafter be a benefit payable only from the EDCP. Effective for Terminations occurring (and Accounts established) on and after January 1, 2007, any EBP Account established following a Participant’s Termination shall be transferred from this Plan to the EDCP as soon as administratively practicable after establishment of the Account, and thereafter shall not be a benefit payable from this Plan, but shall instead be a benefit payable only from the EDCP.

(d)           Crediting of Earnings. From June 1, 2000 through December 31, 2006, each EBP Account maintained under this Plan shall be credited with earnings, including gains and losses, as if invested in the DPSP.

Effective January 1, 2007, following the establishment and transfer of an EBP Account from this Plan to the EDCP, such Account shall be credited with earnings, including gains and losses, as if invested in one or more of the investment options available under the EDCP as selected by the Participant under EDCP procedures. A Participant who fails to make an investment election with respect to his or her Account shall be deemed to have elected investment of the entire Account in the Stable Value Fund.

5.             Time and Form of Distribution of EBP Accounts from the EDCP.

(a)           General Rule. For Terminations occurring on and after January 1, 2006, and except for Key Employees or as may be otherwise elected under the remainder of this section, a Participant’s EBP Account shall be distributed to him or her from the EDCP in a single lump sum in January of the year following his or her Termination.

(b)           Delayed Distribution to Key Employees. If payment under Section 5(a) would result in a distribution to a Key Employee within six months after such Termination, payment shall instead be made from the EDCP in the seventh month following such Termination (unless an election to defer payment has previously been filed by the Key Employee in accordance with the terms of the Plan).

(c)           Deferral of EBP Accounts. On and after January 1, 2006, a Participant may elect to defer receipt of his or her Account from the EDCP under procedures established by HP from time to time. All deferrals shall be governed by the terms of this Plan. Deferral elections made by Participants shall be honored if, as of the date of the Participant’s Termination (i) the Participant is age 55 or older, (ii) the value of the Participant’s EBP Account is $150,000 or more at the time the Account is established, and (iii) the Participant’s deferral election was made no later than December 31 of the year preceding the year of his or her Termination.

(d)           Period of Deferral and Form of Payment. Any election to defer receipt of an EBP Account shall provide for a deferral period of no less than five years from the date that the distribution of the EBP Account would have been made in the absence of such a deferral, and shall specify whether payment is to be made in a lump sum or 10-year installments. In the case of installments, the amount of each annual installment shall be determined by dividing the unpaid balance as of the last day of the prior Plan Year by the number of annual payments remaining to be made.

(e)           Distribution upon the Death of a Participant. Notwithstanding any election made by a Participant or any other term of this Plan or the EDCP, upon the death of a Participant prior to distribution of all amounts from his or her EBP Account, all remaining amounts in such Account (including, without limitation, any unpaid installments) shall be distributed to the Participant’s Beneficiary in a single lump sum in January of the year following such death.

(f)            Transition Rule for Pre-2005 Terminations. Each Participant with a Termination date on or before December 31, 2004 shall have an EBP Account established for him or her as soon as

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practicable, if one has not already been established. Such Account shall be established as if such Participant commenced receipt of his DPSP and/or RP benefits as of February 1, 2006, and interest shall be credited to such Account on and after that date.

For Participants with a Termination date on or before December 31, 2004 who will not attain age 55 on or before December 31, 2006, or whose EBP Account was less than $150,000 at the time of establishment, the EBP Account shall be paid in a lump sum in January of 2007. All other such Participants may make an election during the 2006 calendar year, at a time and in accordance with procedures established by HP, to defer