HEWLETT-PACKARD LIMITED PENSION SCHEME

1 HEWLETT-PACKARD LIMITED PENSION SCHEME Rules effective from 1 January 2004 One Silk Street London EC2Y 8HQ Telephone (44-20) 7456 2000 Facsimile (44-20) 7456 2222 Ref LW A04269057 - i - CONTENTS Rule Page 1 Meaning of words used .. 1 2 Joining the SCHEME .. 3 Joining for retirement 3 Evidence of 3 Employees entitled to death in service benefits only .. 3 3 Contributions by Employers and 4 Contributions by Members .. 4 Contributions by Employers .. 4 Voluntary 5 4 Member s Retirement Account .. 6 Value of Member s 6 Allocation of assets to Retirement 6 Protected Rights 6 Investment of Retirement Account .. 7 5 Member s retirement benefits .. 8 Retirement Date.

2 8 Using the Member s Retirement 8 Maximum lump sum .. 9 6 Benefits on Member s death .. 10 Benefits on death in Employment before age 10 Benefits on death before retirement but after reaching age 65 or leaving 12 Benefits on death after 12 Payment of survivors pensions .. 12 Payment of lump sum death 13 7 Early leavers .. 14 Preserved benefits ..14 Discretionary Refund of Contributions .. 14 8 Right to transfer or buy-out .. 15 9 Members away from work .. 15 General principle .. 15 Family leave .. 15 10 Ceasing to be eligible .. 16 11 Opting out .. 16 12 Special provisions for certain Members .. 17 Members who were formerly members of the HEWLETT-PACKARD LIMITED Retirement Benefits Plan.

3 17 Members who are receiving benefits under an Employer s long term disability benefits 17 Members with special 18 A04269057 - ii - 13 General Rules about pensions .. 19 Purchase of 19 PENSION increases ..19 14 General Rules about benefits .. 20 Deduction of tax .. 20 Benefits not assignable .. 20 Beneficiary who is 20 Off-set for crime, fraud or negligence .. 21 Revenue 21 PENSION sharing on 22 15 Discretionary benefits .. 23 16 Transfers and buy-outs .. 24 Transfers-in .. 24 Transfers-out .. 24 Securing benefits with an Insurance 25 17 26 Appointment and removal .. 26 Decision making .. 26 Delegation .. 27 Trustee charges .. 27 Limit of liability.

4 27 27 Trustee 27 18 Assets of the SCHEME .. 28 Assets held on 28 Use of 28 SCHEME 28 Accounts and actuarial valuations .. 29 Surplus 29 19 Participating Employers .. 30 Inclusion in the SCHEME .. 30 Ceasing to participate ..30 20 New Principal Employer .. 30 21 Termination of the SCHEME .. 31 Time of 31 Effect of termination .. 31 Reopening the 31 A04269057 - iii - 22 Winding up the SCHEME .. 32 Time of winding up ..32 Use of 32 Buying annuities .. 32 Trivial benefits .. 32 Transfers to other schemes .. 33 Surplus 33 23 Changing the 34 24 Governing law ..34 Appendix .. 37 Schedule of previous 43 A04269057 - 1 - HEWLETT-PACKARD LIMITED PENSION SCHEME These Rules of the HEWLETT-PACKARD LIMITED PENSION SCHEME (the SCHEME ) are made as a deed on 27 May 2004 between HEWLETT-PACKARD LIMITED and Susan Shrimpton, Richard Hancock, Richard Holling, Kenneth McQuade, Charles Griffiths and Tracy Cockman.

5 Introduction (A) The SCHEME started on 1 January 1997 and is currently governed by Rules made on 28 January 2000 (the Current Rules ) as amended. (B) Susan Shrimpton, Richard Hancock, Richard Holling, Kenneth McQuade, Charles Griffiths and Tracy Cockman are the current trustees of the SCHEME . (C) Rule 23 of the Current Rules says HEWLETT-PACKARD LIMITED and the Trustees may together change the Rules at any time. (D) The Trustees and HEWLETT-PACKARD have agreed to change the Current Rules by replacing them with these Rules with effect from 1 January 2004. 1 Meaning of words used Annual Salary means the amount determined by HEWLETT-PACKARD and notified to the Trustees and the Member concerned as being the yearly rate of the Member s annual salary excluding shift allowances, overtime and fluctuating emoluments or, in the case of a Member who participates in a sales incentive plan, the Member s annual earnings objective.

6 Contracting-out Laws means the laws on contracting-out in Part III of the Pensions Schemes Act 1993. Dependant means anyone who is financially dependent on the Member or other person concerned, or was so dependent at the time of that person's death. This may include anyone who shares living expenses with, or receives financial support from, the Member or other person, and whose standard of living would be affected by the loss of that person's contribution or support. The Trustees' decision as to whether someone is another person's Dependant will be final. Earnings Cap means the amount specified from time to time for the purposes of Section 590C of the Income and Corporation Taxes Act 1988.

7 Employee means any employee of an Employer. Employer means an employer participating in the SCHEME . Employment means employment with the Employers. A04269057 - 2 - Final Earnings means either: (i) the annual average of the earnings the Member received from his or her Employer in the last 3 years before the Member leaves Employment or, if shorter, during the Member s actual period of Employment; or (ii) for a Member who is not a sales grade Member, the greater of (i) above and the Member s Annual Salary in the last 12 months of Employment ignoring salary sacrifices plus the annual average over the last three years of Employment or actual period of Employment if shorter, of car and fuel benefits chargeable to tax under Schedule E.

8 A Member s earnings for this purpose are earnings which are chargeable to tax under Schedule E other than benefits in kind (except for car and fuel benefits which shall be included), termination payments taxable under Section 148 of the Income and Corporation Taxes Act 1988 and amounts arising from acquiring or disposing of shares or an interest in shares or from a right to acquire shares. Flex means the flexible benefits arrangement operated by HEWLETT-PACKARD . HEWLETT-PACKARD means HEWLETT-PACKARD LIMITED . Incapacity means physical or mental incapacity which prevents a Member from following his or her normal occupation or seriously impairs the Member s earning capacity.

9 The Trustees decision as to whether a Member is suffering from Incapacity will be final. Inland Revenue Limits means the limits that apply to the benefits provided under the SCHEME (see Rule and the Appendix). Insurance Company means an insurance company as defined in Section 659B of the Income and Corporation Taxes Act 1988. Member means a person who is included in the SCHEME for retirement benefits as described in Rule (joining for retirement benefits). Preservation Laws means the laws on preservation of benefit in Chapter I of Part IV of the PENSION Schemes Act 1993. Retirement Account means a Member s Retirement Account as described in Rule 4 (Member s Retirement Account).

10 Retirement Date means a Member s Retirement Date as described in Rule (Retirement Date). Revenue Approval means approval under Chapter I of Part XIV of the Income and Corporation Taxes Act 1988. SCHEME means the HEWLETT-PACKARD LIMITED PENSION SCHEME . Transfer Value Laws means the laws on transfer values in Chapter IV of Part IV of the PENSION Schemes Act 1993. Trustees means the trustees for the time being of the SCHEME . A04269057 - 3 - 2 Joining the SCHEME Joining for retirement benefits Each Employee whose terms of employment say that he or she is eligible to join the SCHEME may join the SCHEME at any time within 12 months of starting Employment or, if later, as soon as he or she reaches age 18.