HEWLETT PACKARD CO, S-8, 2000-04-28

HEWLETT PACKARD CO
S-8, 2000-04-28
COMPUTER & OFFICE EQUIPMENT

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<PAGE>

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form S-8

REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

Exact name of issuer as specified in its charter:

HEWLETT-PACKARD COMPANY

State or other jurisdiction of I.R.S. Employer
incorporation or organization: Identification No.:
Delaware 94-1081436

Address of principal executive offices:
3000 Hanover Street, Palo Alto, California 94304

Full title of the plans:

Hewlett-Packard Company 2000 Stock Plan
Hewlett-Packard Company 2000 Employee Stock Purchase Plan

Name and address of agent for service:
ANN O. BASKINS
Vice President, General Counsel and Secretary
3000 Hanover Street, Palo Alto, California 94304

Telephone Number, including area code, of agent for service: (650) 857-1501

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
Title of Proposed maximum Proposed maximum Amount of
Securities to Amount to be offering price aggregate offering registration
be Registered registered per share price fee (1)
- ------------- ---------- --------- ----- -------
<S> <C> <C> <C> <C>
Common Stock $0.01 par
value to be issued under
the Hewlett-Packard
Company 2000 Stock Plan 125,000,000 $134.1875 $16,773,437,500 $4,428,188

Common Stock $0.01 par
value to be issued under
the Hewlett-Packard
Company 2000 Employee
Stock Purchase Plan 50,000,000 $134.1875 $ 6,709,375,000 $1,771,275

Total: 175,000,000 $6,199,463

</TABLE>

- ----------------------
1. Estimated solely for the purpose of calculating the registration fee in
accordance with Rules 457(h) and 457(c) under the Securities Act of 1933, as
amended (the "Securities Act") and based upon an average of the high and low
prices of the Common Stock reported on the New York Stock Exchange Composite
Tape on April 24, 2000.

<PAGE>

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

Hewlett-Packard Company (the "Company") hereby incorporates by
reference in this registration statement the following documents:

(a) Annual Report on Form 10-K for the fiscal year ended October 31,
1999 filed with the Securities and Exchange Commission (the "Commission") on
January 27, 2000;

(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the end
of the fiscal year covered by the Company document referred to in (a) above; and

(c) The description of the Company's common stock contained in the
registration statement on Form 8-A filed with the Commission on or about
November 6, 1957, and any amendment or report filed for the purpose of updating
this description.

All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this registration statement which indicates that all
securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of the filing of
such documents.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law ("Delaware Law")
authorizes a court to award or a corporation's Board of Directors to grant
indemnification to directors and officers in terms that are sufficiently broad
to permit indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act. The
Company's bylaws provide for the mandatory indemnification of the directors and
officers to the maximum extent permitted by Delaware law. The bylaws also
provide (i) that the Company may modify the scope of indemnification by
individual contracts with the directors and officers, and (ii) that the Company
shall not be required to indemnify any director or officer unless the
indemnification is required by law, the proceeding in which indemnification is
sought was authorized in advance by our board of directors, the indemnification
is provided by the Company, in the sole discretion pursuant to powers vested in
the Company under the Delaware Law or the indemnification is required by
individual contract. In addition the bylaws provide that the Company has the
power to indemnify its employees and agents to the maximum extent permitted by
Delaware law.

<PAGE>

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

See Exhibit Index on page 6.

Item 9. Undertakings.

(a) Rule 415 Offering.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect
in the prospectus any facts or events arising after the effective date of this
registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the
information set forth in this registration statement; and (iii) to include any
material information with respect to the plan of distribution not previously
disclosed in this registration statement or any material change to such
information in this registration statement; provided, however, that clauses
(1)(i) and (1)(ii) shall not apply if the information required to be included in
a post-effective amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference into this registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

(b) Filings Incorporating Subsequent Exchange Act Documents by
Reference.

The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Palo Alto, State of California, on this 28th day
of April, 2000.

HEWLETT-PACKARD COMPANY

By: /s/ Charles N. Charnas
--------------------------------------
Charles N. Charnas
Assistant Secretary &
Senior Managing Counsel

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the persons whose signatures
appear below constitute and appoint Ann O. Baskins and Charles N. Charnas,
and each of them, as true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities to sign the Form S-8
Registration Statement pertaining to the Hewlett-Packard Company 2000 Stock
Plan and the Hewlett-Packard Company 2000 Employee Stock Purchase Plan, and
any or all amendments (including post-effective amendments) to said Form S-8
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or their substitute or substitutes may lawfully
do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and any Amendments to Registration Statements have been
signed below by the following persons in the capacities and on the dates
indicated. Moreover, the undersigned hereby also certify that to the best of
their knowledge and belief the issuer meets all of the requirements for filing
on Form S-8.

Signature Title Date
<S> <C> <C>

/s/ Raymond W. Cookingham Vice President and Controller
- ---------------------------- (Principal Accounting Officer) April 28, 2000
Raymond W. Cookingham

/s/ Philip M. Condit
- ---------------------------- Director April 28, 2000
Philip M. Condit

/s/ Patricia C. Dunn
- ---------------------------- Director April 28, 2000
Patricia C. Dunn

/s/ Carleton S. Fiorina President and Chief Executive Officer
- ---------------------------- (Principal Executive Officer)
Carleton S. Fiorina and Director April 28, 2000

/s/ Sam Ginn
- ---------------------------- Director April 28, 2000
Sam Ginn

/s/ Richard A. Hackborn
- ---------------------------- Chairman April 28, 2000
Richard A. Hackborn

/s/ Walter B. Hewlett
- ---------------------------- Director April 28, 2000
Walter B. Hewlett

4
<PAGE>

- ----------------------------
George A. Keyworth Director April __, 2000

/s/ Susan P. Orr
- ---------------------------- Director April 28, 2000
Susan P. Orr

/s/ Robert P. Wayman Executive Vice President,
- ---------------------------- Finance and Administration (Chief
Robert P. Wayman Financial Officer) and Director April 28, 2000
</TABLE>

<PAGE>

EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No.
<S> <C>

4.1 Hewlett-Packard Company 2000 Stock Plan

4.2 Hewlett-Packard Company 2000 Employee Stock Purchase Plan

5 Opinion re legality.

23.1 Consent of Independent Accountants.

23.2 Consent of Counsel. Contained with the opinion filed as Exhibit 5 hereto
and incorporated herein by reference.

24 Powers of attorney. Contained in the signature pages (pages 4-5) of
this Form S-8 Registration Statement and incorporated herein by
reference.
</TABLE>

<PAGE>

EXHIBIT 4.1

HEWLETT-PACKARD COMPANY 2000 STOCK PLAN

1. PURPOSES OF THE PLAN.

The purpose of this Plan is to encourage ownership in the Company by
key personnel whose long-term employment is considered essential to the
Company's continued progress and, thereby, encourage recipients to act in the
shareowner's interest and share in the Company's success.

2. DEFINITIONS.

As used herein, the following definitions shall apply:

(a) "ADMINISTRATOR" means the Board or any of its Committees as shall
be administering the Plan, in accordance with Section 4 of the Plan.

(b) "AFFILIATE" means any entity that is directly or indirectly
controlled by the Company or any entity in which the Company has a significant
ownership interest as determined by the Administrator.

(c) "APPLICABLE LAWS" means the requirements relating to the
administration of stock option plans under U.S. federal and state laws, any
stock exchange or quotation system on which the Common Stock is listed or quoted
and the applicable laws of any foreign jurisdiction where Awards are, or will
be, granted under the Plan.

(d) "AWARD" means a Cash Award, Stock Award, or Option granted in
accordance with the terms of the Plan.

(e) "AWARDEE" means the holder of an outstanding Award.

(f) "AWARD AGREEMENT" means a written or electronic agreement between
the Company and an Awardee evidencing the terms and conditions of an individual
Award. The Award Agreement is subject to the terms and conditions of the Plan.

(g) "BOARD" means the Board of Directors of the Company.

(h) "CASH AWARDS" means cash awards granted pursuant to Section 12 of
the Plan.

(i) "CODE" means the United States Internal Revenue Code of 1986, as
amended.

(j) "COMMITTEE" means a committee of Directors appointed by the Board
in accordance with Section 4 of the Plan.

(k) "COMMON STOCK" means the common stock of the Company.

(l) "COMPANY" means Hewlett-Packard Company, a Delaware corporation.

(m) "CONSULTANT" means any person, including an advisor, engaged by the
Company or a Subsidiary to render services to such entity or any person who is
an advisor, director or consultant of an Affiliate.

(n) "DIRECTOR" means a member of the Board.

(o) "EMPLOYEE" means a regular employee of the Company, any Subsidiary
or any Affiliate, including Officers and Directors, who is treated as an
employee in the personnel records of the Company or its Subsidiary for the

<PAGE>

relevant period, but shall exclude individuals who are classified by the
Company or its Subsidiary as (A) leased from or otherwise employed by a third
party; (B) independent contractors; or (C) intermittent or temporary, even if
any such classification is changed retroactively as a result of an audit,
litigation or otherwise. An Awardee shall not cease to be an Employee in the
case of (i) any leave of absence approved by the Company or its Subsidiary or
(ii) transfers between locations of the Company or between the Company, any
Subsidiary, or any successor. Should an Awardee transfer from the Company to
Agilent Technologies, Inc. prior to the Distribution Date (as defined in
Section 1.20 of the Employees Matter Agreement between Agilent Technologies,
Inc. and the Company), the Awardee will cease to be an Employee at the time
of such transfer. Neither service as a Director nor payment of a director's
fee by the Company shall be sufficient to constitute "employment" by the
Company.

(p) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

(q) "FAIR MARKET VALUE" means, as of any date, the average of the highest
and lowest quoted sales prices for such Common Stock as of such date (or if no
sales were reported on such date, the average on the last preceding day a sale
was made) as quoted on the stock exchange or a national market system, with the
highest trading volume, as reported in such source as the Administrator shall
determine.

(r) "GRANT DATE" means the date selected by the Administrator, from
time to time, upon which Awards are granted to Participants pursuant to this
Plan.

(s) "INCENTIVE STOCK OPTION" means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code and the
regulations promulgated thereunder.

(t) "NONSTATUTORY STOCK OPTION" means an Option not intended to qualify
as an Incentive Stock Option.

(u) "OFFICER" means a person who is an officer of the Company within the
meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.

(v) "OPTION" means a stock option granted pursuant to the Plan. Options
granted under the Plan may be Incentive Stock Options or Nonstatutory Stock
Options.

(w) "PARTICIPANT" means an Employee, Director or Consultant.

(x) "PLAN" means this 2000 Stock Plan.

(y) "RESTRICTED STOCK" means shares of Common Stock acquired pursuant to
a grant of a Stock Award under Section 11 of the Plan.

(z) "SHARE" means a share of the Common Stock, as adjusted in accordance
with Section 14 of the Plan.

(aa) "STOCK AWARDS" means right to purchase or receive Common Stock
pursuant to Section 11 of the Plan.

(bb) "SUBSIDIARY" means a "subsidiary corporation," whether now or
hereafter existing, as defined in Section 424(f) of the Code.

<PAGE>

3. STOCK SUBJECT TO THE PLAN.

Subject to the provisions of Section 14 and Section 6(d) of the Plan,
the maximum aggregate number of Shares that may be issued under the Plan is
125,000,000 Shares. The Shares may be authorized, but unissued, or reacquired
Common Stock. Preferred stock may be issued in lieu of Common Stock for Awards.

If an Award expires or becomes unexercisable without having been
exercised in full, the unpurchased Shares which were subject thereto, if any,
shall become available for future grant or sale under the Plan (unless the Plan
has terminated). Shares of Restricted Stock that are either forfeited or
repurchased by the Company at their original purchase price shall become
available for future grant or sale under the Plan. Shares that are tendered,
whether by physical delivery or by attestation, to the Company by the Awardee as
full or partial payment of the exercise price of any Award or in payment of any
applicable withholding for federal, state, city, local or foreign taxes incurred
in connection with the exercise of any Award shall become available for future
grant or sale under the Plan; provided, however, that the total number of Shares
so tendered from which Incentive Stock Options may be granted shall not exceed
125,000,000.

4. ADMINISTRATION OF THE PLAN.

(a) PROCEDURE.

(i) MULTIPLE ADMINISTRATIVE BODIES. The Plan may be administered
by different Committees with respect to different groups of
Participants.

(ii) SECTION 162(m). To the extent that the Administrator
determines it to be desirable to qualify Awards granted
hereunder as "performance-based compensation" within the
meaning of Section 162(m) of the Code, the Plan shall be
administered by a Committee of two or more "outside directors"
within the meaning of Section 162(m) of the Code.

(iii) RULE 16b-3. To the extent desirable to qualify transactions
hereunder as exempt under Rule 16b-3 promulgated under the
Exchange Act ("Rule 16b-3"), the transactions contemplated
hereunder shall be structured to satisfy the requirements for
exemption under Rule 16b-3.

(iv) OTHER ADMINISTRATION. The Board may delegate to the Executive
Committee of the Board (the "Executive Committee") the power
to approve Awards to Participants who are not (A) subject to
Section 16 of the Exchange Act or (B) at the time of such
approval, "covered employees" under Section 162(m) of the
Code.

(b) POWERS OF THE ADMINISTRATOR. Subject to the provisions of the Plan,
and in the case of a Committee, subject to the specific duties delegated by the
Board to such Committee, the Administrator shall have the authority, in its
discretion:

(i) to select the Participants to whom Awards may be granted
hereunder;

(ii) to determine the number of shares of Common Stock to be
covered by each Award granted hereunder;

(iii) to approve forms of agreement for use under the Plan;

<PAGE>

(iv) to determine the terms and conditions, not inconsistent with
the terms of the Plan, of any Award granted hereunder. Such
terms and conditions include, but are not limited to, the
exercise price, the time or times when an Award may be
exercised (which may or may not be based on performance
criteria), any vesting acceleration or waiver of forfeiture
restrictions, and any restriction or limitation regarding any
Award or the Shares relating thereto, based in each case on
such factors as the Administrator, in its sole discretion,
shall determine;

(v) to construe and interpret the terms of the Plan and Awards
granted pursuant to the Plan;

(vi) to adopt rules and procedures relating to the operation and
administration of the Plan to accommodate the specific
requirements of local laws and procedures. Without limiting
the generality of the foregoing, the Administrator is
specifically authorized (A) to adopt the rules and procedures
regarding the conversion of local currency, withholding
procedures and handling of stock certificates which vary with
local requirements, (B) to adopt sub-plans and Plan addenda as
the Administrator deems desirable, to accommodate foreign tax
laws, regulations and practice;

(vii) to prescribe, amend and rescind rules and regulations relating
to the Plan, including rules and regulations relating to
sub-plans and Plan addenda;

(viii) to modify or amend each Award, including the discretionary
authority to extend the post-termination exercisability period
of Options longer than is otherwise provided for in the Plan,
provided, however, that any such amendment is subject to
Section 15(c) of the Plan and may not impair any outstanding
Award unless agreed to in writing by the Awardee;

(ix) to allow Awardees to satisfy withholding tax obligations by
electing to have the Company withhold from the Shares to be
issued upon exercise of an Award that number of Shares having
a Fair Market Value equal to the amount required to be
withheld. The Fair Market Value of the Shares to be withheld
shall be determined on the date that the amount of tax to be
withheld is to be determined. All elections by an Awardee to
have Shares withheld for this purpose shall be made in such
form and under such conditions as the Administrator may deem
necessary or advisable;

(x) to authorize conversion or substitution under the Plan of any
or all outstanding stock options or outstanding stock
appreciation rights held by service providers of an entity
acquired by the Company (the "Conversion Options"). Any
conversion or substitution shall be effective as of the close
of the merger or acquisition. The Conversion Options may be
Nonstatutory Stock Options or Incentive Stock Options, as
determined by the Administrator; provided, however, that with
respect to the conversion of stock appreciation rights in the
acquired entity, the Conversion Options shall be Nonstatutory
Stock Options. Unless otherwise determined by the
Administrator at the time of conversion or substitution, all
Conversion Options shall have the same terms and conditions as
Options generally granted by the Company under the Plan;

<PAGE>

(xi) to authorize any person to execute on behalf of the Company
any instrument required to effect the grant of an Award
previously granted by the Administrator;

(xii) to make all other determinations deemed necessary or advisable
for administering the Plan and any Award granted hereunder.

(c) EFFECT OF ADMINISTRATOR'S DECISION. The Administrator's decisions,
determinations and interpretations shall be final and binding on all Awardees.

5. ELIGIBILITY.

Awards may be granted to Participants, provided, however, that
Incentive Stock Options may be granted only to Employees of the Company or any
Subsidiary.

6. LIMITATIONS.

(a) Each Option shall be designated in the Award Agreement as either an
Incentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding
such designation, to the extent that the aggregate Fair Market Value of the
Shares with respect to which Incentive Stock Options are exercisable for the
first time by the Awardee during any calendar year (under all plans of the
Company and any Subsidiary) exceeds $100,000, such Options shall be treated as
Nonstatutory Stock Options. For purposes of this Section 6(a), Incentive Stock
Options shall be taken into account in the order in which they were granted. The
Fair Market Value of the Shares shall be determined as of the time the Option
with respect to such Shares is granted.

(b) For purposes of Incentive Stock Options, no leave of absence may
exceed ninety (90) days, unless reemployment upon expiration of such leave is
guaranteed by statute or contract. If reemployment upon expiration of a leave of
absence approved by the Company is not so guaranteed, on the 91st day of such
leave an Awardee's employment with the Company shall be deemed terminated for
Incentive Stock Option purposes and any Incentive Stock Option held by the
Awardee shall cease to be treated as an Incentive Stock Option and shall be
treated for tax purposes as a Nonstatutory Stock Option three (3) months
thereafter.

(c) No Participant shall have any claim or right to be granted an Award
and the grant of any Award shall not be construed as giving a Participant the
right to continue in the employ of the Company, its Subsidiaries or Affiliates.
Further, the Company, its Subsidiaries and Affiliates expressly reserve the
right, at any time, to dismiss a Participant at any time without liability or
any claim under the Plan, except as provided herein or in any Award Agreement
entered into hereunder.

(d) The following limitations shall apply to grants of Awards:

(i) No Participant shall be granted, in any fiscal year of the
Company, Options to purchase more than 5,000,000 Shares.

(ii) In connection with his or her initial service, a Participant
may be granted Options to purchase up to an additional
5,000,000 Shares which shall not count against the limit set
forth in subsection (i) above.

(iii) If an Option is cancelled in the same fiscal year of the
Company in which it was granted (other than in connection with
a transaction described in Section 14), the cancelled Option

<PAGE>

will be counted against the limits set forth in subsections
(i) and (ii) above.

(iv) The maximum aggregate number of Shares underlying Stock Awards
that may be granted under this Plan is ten million
(10,000,000) Shares.

(v) The maximum aggregate number of Shares underlying
Non-Statutory Stock Options with an exercise price of less
than Fair Market Value on the Grant Date that may be granted
under Section 9(a)(ii) of this Plan is fifteen million
(15,000,000) Shares.

(vi) The foregoing limitations shall be adjusted proportionately in
connection with any change in the Company's capitalization as
described in Section 14.

7. TERM OF PLAN.

Subject to Section 20 of the Plan, the Plan shall become effective upon
its adoption by the Board. It shall continue in effect for a term of ten (10)
years from the later of the date the Plan or any amendment to add shares to the
Plan is adopted by the Board unless terminated earlier under Section 15 of the
Plan.

8. TERM OF AWARD.

The term of each Award shall be determined by the Administrator and
stated in the Award Agreement. In the case of an Option, the term shall be ten
(10) years from the Grant Date or such shorter term as may be provided in the
Award Agreement; provided that the term may be 10 1/2 years in certain
jurisdictions outside the United States as determined by the Administrator.

9. OPTION EXERCISE PRICE AND CONSIDERATION.

(a) EXERCISE PRICE. The per share exercise price for the Shares to be
issued pursuant to exercise of an Option shall be determined by the
Administrator, subject to the following:

(i) In the case of an Incentive Stock Option the per Share
exercise price shall be no less than 100% of the Fair Market
Value per Share on the Grant Date.

(ii) In the case of a Nonstatutory Stock Option, the per Share
exercise price shall be no less than seventy-five percent
(75%) of the Fair Market Value per Share on the Grant Date. In
the case of a Nonstatutory Stock Option intended to qualify as
"performance-based compensation" within the meaning of Section
162(m) of the Code, the per Share exercise price shall be no
less than 100% of the Fair Market Value per Share on the Grant
Date.

(iii) Notwithstanding the foregoing, at the Administrator's
discretion, Conversion Options (as defined in Section 4(b)(x))
may be granted with a per Share exercise price of less than
100% of the Fair Market Value per Share on the Grant Date and
shall not be subject to the provisions of Section 6(d)(v)
above.

(iv) Other than in connection with a change in the Company's
capitalization (as described in Section 14(a)), Options may
not be repriced, replaced, regranted through cancellation or
modified without shareowner approval if the effect of such
repricing, replacement, regrant or modification would be to

<PAGE>

reduce the exercise price of such Incentive Stock Options or
Nonstatutory Stock Options.

(b) VESTING PERIOD AND EXERCISE DATES. At the time an Option is
granted, the Administrator shall fix the period within which the Option may be
exercised and shall determine any conditions that must be satisfied before the
Option may be exercised.

(c) FORM OF CONSIDERATION. The Administrator shall determine the
acceptable form of consideration for exercising an Option, including the method
of payment. In the case of an Incentive Stock Option, the Administrator shall
determine the acceptable form of consideration at the Grant Date. Acceptable
forms of consideration may include:

(i) cash;

(ii) check or wire transfer (denominated in U.S. Dollars);

(iii) other Shares which (A) in the case of Shares acquired upon
exercise of an Option, have been owned by the Awardee for
more than six months on the date of surrender, and (B) have
a Fair Market Value on the date of surrender equal to the
aggregate exercise price of the Shares as to which said
Option shall be exercised;

(iv) consideration received by the Company under a cashless
exercise program implemented by the Company in connection
with the Plan;

(v) any combination of the foregoing methods of payment; or

(vi) such other consideration and method of payment for the
issuance of Shares to the extent permitted by Applicable
Laws.

10. EXERCISE OF OPTION.

(a) PROCEDURE FOR EXERCISE; RIGHTS AS A SHAREOWNER. Any Option granted
hereunder shall be exercisable according to the terms of the Plan and at such
times and under such conditions as determined by the Administrator and set forth
in the respective Award Agreement. No Option may be exercised during any leave
of absence other than an approved personal or medical leave with an employment
guarantee upon return. An Option shall continue to vest during any authorized
leave of absence and such Option may be exercised to the extent vested upon the
Awardee's return to active employment status. An Option may not be exercised for
a fraction of a Share.

An Option shall be deemed exercised when the Company receives (i)
written or electronic notice of exercise (in accordance with the Award
Agreement) from the person entitled to exercise the Option; (ii) full payment
for the Shares with respect to which the related Option is exercised; and (iii)
with respect to Nonstatutory Stock Options, payment of all applicable
withholding taxes due upon such exercise.

Shares issued upon exercise of an Option shall be issued in the name of
the Awardee or, if requested by the Awardee, in the name of the Awardee and his
or her spouse. Until the Shares are issued (as evidenced by the appropriate
entry on the books of the Company or of a duly authorized transfer agent of the
Company), no right to vote or receive dividends or any other rights as a
shareowner shall exist with respect to the Shares subject to an Option,
notwithstanding the exercise of the Option. The Company shall issue (or cause to
be issued) such Shares promptly after the Option is exercised. No adjustment
will be made for a dividend or other right for which

<PAGE>

the record date is prior to the date the Shares are issued, except as
provided in Section 14 of the Plan.

Exercising an Option in any manner shall decrease the number of Shares
thereafter available, both for purposes of the Plan and for sale under the
Option, by the number of Shares as to which the Option is exercised.

(b) TERMINATION OF EMPLOYMENT. Unless otherwise provided for by the
Administrator in the Award Agreement, if an Awardee ceases to be an Employee,
other than as a result of circumstances described in Sections 10(c), (d), (e)
and (f) below, the Awardee's Option, whether vested or unvested, shall terminate
immediately upon the Awardee's termination. On the date of the Awardee's
termination of employment, the Shares covered by the unvested portion of his or
her Option shall revert to the Plan. If, prior to termination of employment, the
Awardee does not exercise his or her vested Option, the Option shall terminate,
and the Shares covered by such Option shall revert to the Plan.

(c) DISABILITY OR RETIREMENT OF AWARDEE. Unless otherwise provided for
by the Administrator in the Award Agreement, if an Awardee ceases to be an
Employee as a result of the Awardee's total and permanent disability or
retirement due to age, in accordance with the Company's or its Subsidiaries'
retirement policy, all unvested Options shall immediately vest and the Awardee
may exercise his or her Option within three (3) years of the date of such
disability or retirement for a Nonstatutory Stock Option; within three (3)
months of the date of such disability or retirement for an Incentive Stock
Option; or if earlier, the expiration of the term of such Option. If the Awardee
does not exercise his or her Option within the time specified herein, the Option
shall terminate, and the Shares covered by such Option shall revert to the Plan.

(d) DEATH OF AWARDEE. Unless otherwise provided for by the
Administrator in the Award Agreement, if an Awardee dies while an Employee, all
unvested Options shall immediately vest and all Options may be exercised for one
(1) year following the Awardee's death. The Option may be exercised by the
beneficiary designated by the Awardee (as provided in Section 16), the executor
or administrator of the Awardee's estate or, if none, by the person(s) entitled
to exercise the Option under the Awardee's will or the laws of descent or
distribution. If the Option is not so exercised within the time specified
herein, the Option shall terminate, and the Shares covered by such Option shall
revert to the Plan.

(e) VOLUNTARY SEVERANCE INCENTIVE PROGRAM. If an Awardee ceases to be
an Employee as a result of participation in the Company's or its Subsidiaries'
voluntary severance incentive program approved by the Board or Executive
Committee, all unvested Options shall immediately vest and all outstanding
Options shall be exercisable for three (3) months following the Awardee's
termination (or such other period of time as provided for by the Administrator)
or, if earlier, the expiration of the term of such Option. If, after
termination, of Awardee's employment the Awardee does not exercise his or her
Option within the time specified herein, the Option shall terminate, and the
Shares covered by such Option shall revert to the Plan.

(f) DIVESTITURE. If an Employee ceases to be a Participant because of a
divestiture of the Company, the Administrator may, in its sole discretion, make
such Employee's outstanding Options fully vested and exercisable and provide
that such Options remain exercisable for a period of time to be determined by
the Administrator. The determination of whether a divestiture will occur shall
be made by the Administrator in its sole discretion. If, after the close of the
divestiture, the Awardee does not exercise his or her Option within the time
specified therein, the Option shall terminate and the shares covered by such
Option shall revert to the Plan.

<PAGE>

(g) BUYOUT PROVISIONS. At any time, the Administrator may, but shall
not be required to, offer to buy out for a payment in cash or Shares an Option
previously granted based on such terms and conditions as the Administrator shall
establish and communicate to the Awardee at the time that such offer is made.

11. STOCK AWARDS.

(a) GENERAL. Stock Awards may be issued either alone, in addition to,
or in tandem with other Awards granted under the Plan. After the Administrator
determines that it will offer a Stock Award under the Plan, it shall advise the
Awardee in writing or electronically, by means of an Award Agreement, of the
terms, conditions and restrictions related to the offer, including the number of
Shares that the Awardee shall be entitled to receive or purchase, the price to
be paid, if any, and, if applicable, the time within which the Awardee must
accept such offer. The offer shall be accepted by execution of an Award
Agreement in the form determined by the Administrator. The Administrator will
require that all shares subject to a right of repurchase or forfeiture be held
in escrow until such repurchase right or risk of forfeiture lapses.

(b) FORFEITURE. Unless the Administrator determines otherwise, the
Award Agreement shall provide for the forfeiture of the unvested Restricted
Stock upon the Awardee ceasing to be an Employee except as provided below in
Sections 11(c), (d) and (e). To the extent that the Awardee purchased the
Restricted Stock, the Company shall have a right to repurchase the unvested
Restricted Stock at the original price paid by the Awardee upon Awardee ceasing
to be a Participant for any reason, except as provided below in Sections 11(c),
(d) and (e).

(i) The Awardee shall not render services for any organization or
engage directly or indirectly in any business which, in the
opinion of the Administrator, competes with, or is in conflict
with the interest of, the Company. The Awardee shall be free,
however, to purchase as an investment or otherwise stock or
other securities of such organizations as long as they are
listed upon a recognized securities exchange or traded
over-the-counter, or as long as such investment does not
represent a substantial investment to the Awardee or a
significant (greater than 10%) interest in the particular
organization. For the purposes of this subsection, a company
(other than a Subsidiary) which is engaged in the business of
producing, leasing or selling products or providing services
of the type now or at any time hereafter made or provided by
the Company shall be deemed to compete with the Company;

(ii) The Awardee shall not, without prior written authorization
from the Company, use in other than the Company's business,
any confidential information or material relating to the
business of the Company, either during or after employment
with the Company;

(iii) The Awardee shall disclose promptly and assign to the Company
all right, title and interest in any invention or idea,
patentable or not, made or conceived by the Awardee during

9
<PAGE>

employment by the Company, relating in any manner to the
actual or anticipated business, research or development
work of the Company and shall do anything reasonably
necessary to enable the Company to secure a patent where
appropriate in the United States and in foreign countries;
and

(iv) An Awardee retiring due to age shall render, as a Consultant
and not as an Employee, such advisory or consultative services
to the Company as shall be reasonably requested by the Board
or the Executive Committee in writing from time to time,
consistent with the state of the retired Awardee's health and
any employment or other activities in which such Awardee may
be engaged. For purposes of this Plan, the Awardee shall not
be required to devote a major portion of time to such services
and shall be entitled to reimbursement for any reasonable
out-of-pocket expenses incurred in connection with the
performance of such services.

(d) DEATH OF AWARDEE. Unless otherwise provided for by the
Administrator in the Award Agreement, if an Awardee dies while an Employee, the
Stock Award shall immediately vest and all forfeiture provisions and repurchase
rights shall lapse as to a prorated number of shares determined by dividing the
number of whole years since the Grant Date by the number of whole months between
the Grant Date and the date that the Stock Award would have fully vested (as
provided for in the Award Agreement). The vested portion of the Stock Award
shall be delivered to the beneficiary designated by the Awardee (as provided in
Section 16), the executor or administrator of the Awardee's estate or, if none,
by the person(s) entitled to receive the vested Stock Award under the Awardee's
will or the laws of descent or distribution.

(e) VOLUNTARY SEVERANCE INCENTIVE PROGRAM. If an Awardee ceases to be
an Employee as a result of participation in the Company's or its Subsidiaries'
voluntary severance incentive program approved by the Board or Executive
Committee, the Stock Award shall immediately vest and all forfeiture provisions
and repurchase rights shall lapse as to a prorated number of shares determined
by dividing the number of whole years since the Grant Date by the number of
whole years between the Grant Date and the date that the Stock Award would have
fully vested (as provided for in the Award Agreement).

(f) RIGHTS AS A SHAREOWNER. Unless otherwise provided for by the
Administrator, once the Stock Award is accepted, the Awardee shall have the
rights equivalent to those of a shareowner, and shall be a shareowner when his
or her acceptance of the Stock Award is entered upon the records of the duly
authorized transfer agent of the Company.

12. CASH AWARDS.

Cash Awards may be granted either alone, in addition to, or in tandem
with other Awards granted under the Plan. After the Administrator determines
that it will offer a Cash Award, it shall advise the Awardee in writing or
electronically, by means of an Award Agreement, of the terms, conditions and
restrictions related to the Cash Award.

13. NON-TRANSFERABILITY OF AWARDS.

Unless determined otherwise by the Administrator, an Award may not be
sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner
other than by beneficiary designation, will or by the laws of descent or
distribution and may be exercised, during the lifetime of the Awardee, only by
the Awardee. If the Administrator makes an Award transferable, such

<PAGE>

Award shall contain such additional terms and conditions as the Administrator
deems appropriate.

14. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION, MERGER OR
ASSET SALE.

(a) CHANGES IN CAPITALIZATION. Subject to any required action by the
shareowners of the Company, the number and kind of shares of Common Stock
covered by each outstanding Award, and the number and kind of shares of Common
Stock which have been authorized for issuance under the Plan but as to which no
Awards have yet been granted or which have been returned to the Plan upon
cancellation or expiration of an Award, as well as the price per share of Common
Stock covered by each such outstanding Award, shall be proportionately adjusted
for any increase or decrease in the number or kind of issued shares of Common
Stock resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or
decrease in the number of issued shares of Common Stock effected without receipt
of consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration." Such adjustment shall be made by the Board,
whose determination in that respect shall be final, binding and conclusive.
Except as expressly provided herein, no issuance by the Company of shares of
stock of any class, or securities convertible into shares of stock of any class,
shall affect, and no adjustment by reason thereof shall be made with respect to,
the number or price of shares of Common Stock subject to an Award.

(b) DISSOLUTION OR LIQUIDATION. In the event of the proposed
dissolution or liquidation of the Company, the Administrator shall notify each
Awardee as soon as practicable prior to the effective date of such proposed
transaction. The Administrator in its discretion may provide for an Option to be
fully vested and exercisable until ten (10) days prior to such transaction. In
addition, the Administrator may provide that any restrictions on any Award shall
lapse prior to the transaction, provided the proposed dissolution or liquidation
takes place at the time and in the manner contemplated. To the extent it has not
been previously exercised, an Award will terminate immediately prior to the
consummation of such proposed transaction.

(c) MERGER OR ASSET SALE. In the event there is a change of control of
the Company, as determined by the Board, the Board may, in its discretion, (A)
provide for the assumption or substitution of, or adjustment to, each
outstanding Award; (B) accelerate the vesting of Options and terminate any
restrictions on Cash Awards or Stock Awards; and (C) provide for the
cancellation of Awards for a cash payment to the Awardee.

15. AMENDMENT AND TERMINATION OF THE PLAN.

(a) AMENDMENT AND TERMINATION. The Board may at any time amend, alter,
suspend or terminate the Plan.

(b) SHAREOWNER APPROVAL. The Company shall obtain shareowner approval
of any Plan amendment to the extent necessary and desirable to comply with
Applicable Laws.

(c) EFFECT OF AMENDMENT OR TERMINATION. No amendment, alteration,
suspension or termination of the Plan shall impair the rights of any Award,
unless mutually agreed otherwise between the Awardee and the Administrator,
which agreement must be in writing and signed by the Awardee and the Company.
Termination of the Plan shall not affect the Administrator's ability to exercise
the powers granted to it hereunder with respect to Awards granted under the Plan
prior to the date of such termination.

<PAGE>

16. DESIGNATION OF BENEFICIARY.

(a) An Awardee may file a written designation of a beneficiary who is
to receive the Awardee's rights pursuant to Awardee's Award or the Awardee may
include his or her Awards in an omnibus beneficiary designation for all benefits
under the Plan. To the extent that Awardee has completed a designation of
beneficiary while employed with Hewlett-Packard Company, such beneficiary
designation shall remain in effect with respect to any Award hereunder until
changed by the Awardee.

(b) Such designation of beneficiary may be changed by the Awardee at
any time by written notice. In the event of the death of an Awardee and in the
absence of a beneficiary validly designated under the Plan who is living at the
time of such Awardee's death, the Company shall allow the executor or
administrator of the estate of the Awardee to exercise the Award, or if no such
executor or administrator has been appointed (to the knowledge of the Company),
the Company, in its discretion, may allow the spouse or one or more dependents
or relatives of the Awardee to exercise the Award.

17. LEGAL COMPLIANCE.

Shares shall not be issued pursuant to the exercise of an Option or
Stock Award unless the exercise of such Option or Stock Award and the issuance
and delivery of such Shares shall comply with Applicable Laws and shall be
further subject to the approval of counsel for the Company with respect to such
compliance.

18. INABILITY TO OBTAIN AUTHORITY.

To the extent the Company is unable to or the Administrator deems it
infeasible to obtain authority from any regulatory body having jurisdiction,
which authority is deemed by the Company's counsel to be necessary to the lawful
issuance and sale of any Shares hereunder, the Company shall be relieved of any
liability with respect to the failure to issue or sell such Shares as to which
such requisite authority shall not have been obtained.

19. RESERVATION OF SHARES.

The Company, during the term of this Plan, will at all times reserve
and keep available such number of Shares as shall be sufficient to satisfy the
requirements of the Plan.

20. SHAREOWNER APPROVAL.

The Plan shall be subject to approval by the shareowners of the Company
within twelve (12) months of the date the Plan is adopted. Such shareowner
approval shall be obtained in the manner and to the degree required under
Applicable Laws.

21. NOTICE.

Any written notice to the Company required by any provisions of this
Plan shall be addressed to the Secretary of the Company and shall be effective
when received.

22. GOVERNING LAW.

This Plan and all determinations made and actions taken pursuant hereto
shall be governed by the substantive laws, but not the choice of law rules, of
the state of Delaware.

<PAGE>

23. UNFUNDED PLAN.

Insofar as it provides for Awards, the Plan shall be unfunded. Although
bookkeeping accounts may be established with respect to Participants who are
granted Awards of Shares under this Plan, any such accounts will be used merely
as a bookkeeping convenience. Except for the holding of Restricted Stock in
escrow pursuant to Section 11, the Company shall not be required to segregate
any assets which may at any time be represented by Awards, nor shall this Plan
be construed as providing for such segregation, nor shall the Company nor the
Administrator be deemed to be a trustee of stock or cash to be awarded under the
Plan. Any liability of the Company to any Awardee with respect to an Award shall
be based solely upon any contractual obligations which may be created by the
Plan; no such obligation of the Company shall be deemed to be secured by any
pledge or other encumbrance on any property of the Company. Neither the Company
nor the Administrator shall be required to give any security or bond for the
performance of any obligation which may be created by this Plan.

<PAGE>

EXHIBIT 4.2

HEWLETT-PACKARD COMPANY 2000
EMPLOYEE STOCK PURCHASE PLAN
(EFFECTIVE NOVEMBER 1, 2000)

1. PURPOSE.

The purpose of this Plan is to provide an opportunity for Employees of
Hewlett-Packard Company (the "Corporation") and its Designated Subsidiaries, to
purchase Common Stock of the Corporation and thereby to have an additional
incentive to contribute to the prosperity of the Corporation. It is the
intention of the Corporation that the Plan qualify as an "Employee Stock
Purchase Plan" under Section 423 of the Internal Revenue Code of 1986, as
amended.

2. DEFINITIONS.

(a) "BOARD" shall mean the Board of Directors of the Corporation.

(b) "CODE" shall mean the Internal Revenue Code of 1986, of the USA, as
amended. Any reference to a section of the Code herein shall be a reference to
any successor or amended section of the Code.

(d) "COMMON STOCK" shall mean the Common Stock of the Corporation, or
any stock into which such Common Stock may be converted.

(e) "COMPENSATION" shall mean an Employee's base cash compensation,
commissions and shift premiums paid on account of personal services rendered by
the Employee to the Corporation or a Designated Subsidiary, but shall exclude
payments for overtime, incentive compensation, incentive payments and bonuses,
with any modifications determined by the Committee. The Committee shall have the
authority to determine and approve all forms of pay to be included in the
definition of Compensation and may change the definition on a prospective basis.

(f) "CORPORATION" shall mean Hewlett-Packard Company, a Delaware
corporation.

(g) "DESIGNATED SUBSIDIARY" shall mean a Subsidiary that has been
designated by the Committee as eligible to participate in the Plan with respect
to its Employees.

(h) "EMPLOYEE" shall mean an individual classified as an employee
(within the meaning of Code Section 3401(c) and the regulations thereunder) by
the Corporation or a Designated Subsidiary on the Corporation's or such
Designated Subsidiary's payroll records during the relevant participation
period. Employees shall not include individuals whose customary employment is
for not more than five (5) months in any calendar year or individuals classified
as independent contractors.

(i) "ENTRY DATE" shall mean the first Trading Day of the Offering
Period or, for new Participants, the first Trading Day of their first Purchase
Period.

(j) "FAIR MARKET VALUE" shall be the closing sales price for the Common
Stock (or the closing bid, if no sales were reported) as quoted on the New York
Stock Exchange on the date of determination if that date is a

<PAGE>

Trading Day, or if the date of determination is not a Trading Day, the last
market Trading Day prior to the date of determination, as reported in The
Wall Street Journal or such other source as the Committee deems reliable.

(k) "OFFERING PERIOD" shall mean the period of twenty-four (24) months
during which an option granted pursuant to the Plan may be exercised, commencing
on the first Trading Day on or after November 1, of every other year and
terminating on the last Trading Day in the period ending twenty-four (24) months
later. The duration and timing of Offering Periods may be changed or modified by
the Committee.

(l) "PARTICIPANT" shall mean a participant in the Plan as described in
Section 5 of the Plan.

(m) "PLAN" shall mean this Employee Stock Purchase Plan.

(n) "PURCHASE DATE" shall mean the last Trading Day of each Purchase
Period.

(o) "PURCHASE PERIOD" shall mean the period of six (6) months
commencing after one Purchase Date and ending with the next Purchase Date,
except that the first Purchase Period shall commence on the Plan's effective
date. Subsequent Purchase Periods, if any, shall run consecutively after the
termination of the preceding Purchase Period.

(p) "PURCHASE PRICE" shall mean 85% of the Fair Market Value of a share
of Common Stock on the Entry Date or on the Purchase Date, whichever is lower;
provided however, that the Purchase Price may be adjusted by the Committee
pursuant to Section 7.4.

(q) "SHAREOWNER" shall mean a record holder of shares entitled to vote
shares of Common Stock under the Corporation's by-laws.

(r) "SUBSIDIARY" shall mean any corporation (other than the
Corporation) in an unbroken chain of corporations beginning with the
Corporation, as described in Code Section 424(f).

(s) "TRADING DAY" shall mean a day on which U.S. national stock
exchanges and the NASDAQ System are open for trading.

3. ELIGIBILITY.

Any Employee regularly employed on a full-time or part-time (20 hours
or more per week on a regular schedule) basis by the Corporation or by any
Designated Subsidiary on an Entry Date shall be eligible to participate in the
Plan with respect to the Purchase Period commencing on such Entry Date, provided
that the Committee may establish administrative rules requiring that employment
commence some minimum period (e.g., one pay period) prior to an Entry Date to be
eligible to participate with respect to the Purchase Period beginning on that
Entry Date. The Committee may also determine that a designated group of highly
compensated Employees are ineligible to participate in the Plan so long as the
excluded category fits within the definition of "highly compensated employee" in
Code Section 414(q). No Employee may participate in the Plan if immediately
after an option is granted the Employee owns or is considered to own (within the
meaning of Code Section 424(d)) shares of stock, including stock which the
Employee may purchase by conversion of convertible securities or under
outstanding options granted by the Corporation, possessing five percent (5%) or
more of the total combined voting power or value of all classes of stock of the
Corporation or of any of its Subsidiaries. All Employees who participate in the

<PAGE>

Plan shall have the same rights and privileges under the Plan, except for
differences that may be mandated by local law and that are consistent with
Code Section 423(b)(5); provided, however, that Employees participating in a
sub-plan adopted pursuant to Section 15 which is not designed to qualify
under Code section 423 need not have the same rights and privileges as
Employees participating in the Code section 423 Plan. The Board may impose
restrictions on eligibility and participation of Employees who are officers
and directors to facilitate compliance with federal or state securities laws
or foreign laws.

4. OFFERING PERIODS.

The Plan shall be implemented by consecutive Offering Periods with a
new Offering Period commencing on the first Trading Day on or after the date
twenty-four (24) months from the first date of the immediately preceding
Offering Period, or on such other date as the Committee shall determine, and
continuing thereafter for twenty-four (24) months or until terminated pursuant
to Section 13 hereof. The first Offering Period shall commence on November 1,
2000. The Committee shall have the authority to change the duration of Offering
Periods (including the commencement dates thereof) with respect to future
offerings without Shareowner approval if such change is announced at least five
(5) days prior to the scheduled beginning of the first Offering Period to be
affected thereafter.

5. PARTICIPATION.

5.1 An Employee who is eligible to participate in the Plan in
accordance with Section 3 may become a Participant by completing and submitting,
on a date prescribed by the Committee prior to an applicable Entry Date, a
completed payroll deduction authorization and Plan enrollment form provided by
the Corporation or by following an electronic or other enrollment process as
prescribed by the Committee. An eligible Employee may authorize payroll
deductions at the rate of any whole percentage of the Employee's Compensation,
not to exceed ten percent (10%) of the Employee's Compensation. All payroll
deductions may be held by the Corporation and commingled with its other
corporate funds where administratively appropriate. No interest shall be paid or
credited to the Participant with respect to such payroll deductions. The
Corporation shall maintain a separate bookkeeping account for each Participant
under the Plan and the amount of each Participant's payroll deductions shall be
credited to such account. A Participant may not make any additional payments
into such account.

5.2 Under procedures established by the Committee, a Participant may
withdraw from the Plan during a Purchase Period, by completing and filing a new
payroll deduction authorization and Plan enrollment form with the Corporation or
by following electronic or other procedures prescribed by the Committee, prior
to the fifth business day preceding the Purchase Date. If a Participant
withdraws from the Plan during a Purchase Period, his or her accumulated payroll
deductions will be refunded to the Participant without interest. The Committee
may establish rules limiting the frequency with which Participants may withdraw
and re-enroll in the Plan and may impose a waiting period on Participants
wishing to re-enroll following withdrawal.

5.3 A Participant may change his or her rate of contribution through
payroll deductions at any time by filing a new payroll deduction authorization
and Plan enrollment form or by following electronic or other procedures
prescribed by the Committee. If a Participant has not followed such procedures
to change the rate of contribution, the rate of contribution shall continue at
the originally elected rate throughout the Purchase Period and future Purchase
Periods (including Purchase Periods of subsequent Offering Periods). In
accordance with Section 423(b)(8) of the Code, the

<PAGE>

Committee may reduce a Participant's payroll deductions to zero percent (0%)
at any time during a Purchase Period.

6. TERMINATION OF EMPLOYMENT.

In the event any Participant terminates employment with the
Corporation or any of its Designated Subsidiaries for any reason (including
death) prior to the expiration of a Purchase Period, the Participant's
participation in the Plan shall terminate and all amounts credited to the
Participant's account shall be paid to the Participant or, in the case of
death, to the Participant's heirs or estate, without interest. Whether a
termination of employment has occurred shall be determined by the Committee.
The Committee may also establish rules regarding when leaves of absence or
changes of employment status will be considered to be a termination of
employment, including rules regarding transfer of employment among Designated
Subsidiaries, Subsidiaries and the Corporation, and the Committee may
establish termination-of-employment procedures for this Plan that are
independent of similar rules established under other benefit plans of the
Corporation and its Subsidiaries.

7. OFFERING.

7.1 Subject to adjustment as set forth in Section 10, the maximum
number of shares of Common Stock, which may be issued pursuant to the Plan,
shall be fifty million (50,000,000). If, on a given Purchase Date, the number
of shares with respect to which options are to be exercised exceeds the
number of shares then available under the Plan, the Corporation shall make a
pro rata allocation of the shares remaining available for purchase in as
uniform a manner as shall be practicable and as it shall determine to be
equitable.

7.2 Each Purchase Period shall be determined by the Committee.
Unless otherwise determined by the Committee, the Plan will operate with
successive six (6) month Purchase Periods commencing at the beginning of each
fiscal year half (November 1 and May 1). The Committee shall have the power
to change the duration of future Purchase Periods, without Shareowner
approval, and without regard to the expectations of any Participants.

7.3 Each eligible Employee who has elected to participate as
provided in Section 5.1 shall be granted an option to purchase that number of
whole shares of Common Stock (not to exceed 5,000 shares) which may be
purchased with the payroll deductions accumulated on behalf of such Employee
during each Purchase Period at the purchase price specified in Section 7.4
below, subject to the additional limitation that no Employee participating in
the Section 423 Plan shall be granted an option to purchase Common Stock
under the Plan at a rate which exceeds U.S. twenty-five thousand dollars
(U.S. $25,000) of the Fair Market Value of such Common Stock (determined at
the time such option is granted) for each calendar year in which such option
is outstanding at any time. The foregoing sentence shall be interpreted so as
to comply with Code Section 423(b)(8).

7.4 The purchase price under each option shall be the lower of: (i)
a percentage (not less than eighty-five percent (85%)) established by the
Committee ("Designated Percentage") of the Fair Market Value of the Common
Stock on the Entry Date on which an option is granted, or (ii) the Designated
Percentage of the Fair Market Value on the Purchase Date on which the Common
Stock is purchased. The Committee may change the Designated Percentage with
respect to any future Offering Period, but not below eighty-five percent
(85%), and the Committee may determine with respect to any prospective
Offering Period that the option price shall be the Designated Percentage of
the Fair Market Value of the Common Stock on the Purchase Date.

<PAGE>

8. PURCHASE OF STOCK.

Upon the expiration of each Purchase Period, a Participant's option
shall be exercised automatically for the purchase of that number of whole
shares of Common Stock which the accumulated payroll deductions credited to
the Participant's account at that time shall purchase at the applicable price
specified in Section 7.4. Notwithstanding the foregoing, the Corporation or
its designee may make such provisions and take such action as it deems
necessary or appropriate for the withholding of taxes and/or social insurance
which the Corporation or its Designated Subsidiary is required by law or
regulation of any governmental authority to withhold. Each Participant,
however, shall be responsible for payment of all individual tax liabilities
arising under the Plan.

9. PAYMENT AND DELIVERY.

As soon as practicable after the exercise of an option, the
Corporation shall deliver to the Participant a record of the Common Stock
purchased and the balance of any amount of payroll deductions credited to the
Participant's account not used for the purchase, except as specified below.
The Committee may permit or require that shares be deposited directly with a
broker designated by the Committee or to a designated agent of the
Corporation, and the Committee may utilize electronic or automated methods of
share transfer. The Committee may require that shares be retained with such
broker or agent for a designated period of time and/or may establish other
procedures to permit tracking of disqualifying dispositions of such shares.
The Corporation shall retain the amount of payroll deductions used to
purchase Common Stock as full payment for the Common Stock and the Common
Stock shall then be fully paid and non-assessable. No Participant shall have
any voting, dividend, or other Shareowner rights with respect to shares
subject to any option granted under the Plan until the shares subject to the
option have been purchased and delivered to the Participant as provided in
this Section 9.

10. RECAPITALIZATION.

If after the grant of an option, but prior to the purchase of Common
Stock under the option, there is any increase or decrease in the number of
outstanding shares of Common Stock because of a stock split, stock dividend,
combination or recapitalization of shares subject to options, the number of
shares to be purchased pursuant to an option, the price per share of Common
Stock covered by an option and the maximum number of shares specified in
Section 7.1 may be appropriately adjusted by the Board, and the Board shall
take any further actions which, in the exercise of its discretion, may be
necessary or appropriate under the circumstances.

The Board's determinations under this Section 10 shall be conclusive
and binding on all parties.

11. MERGER, LIQUIDATION, OTHER CORPORATION TRANSACTIONS.

In the event of the proposed liquidation or dissolution of the
Corporation, the Offering Period will terminate immediately prior to the
consummation of such proposed transaction, unless otherwise provided by the
Board in its sole discretion, and all outstanding options shall automatically
terminate and the amounts of all payroll deductions will be refunded without
interest to the Participants.

In the event of a proposed sale of all or substantially all of the
assets of the Corporation, or the merger or consolidation of the Corporation
with or into another corporation, then in the sole discretion of the Board,
(1) each option shall be assumed or an equivalent option shall be substituted
by the successor corporation or parent or subsidiary of such successor

<PAGE>

corporation, (2) a date established by the Board on or before the date of
consummation of such merger, consolidation or sale shall be treated as a
Purchase Date, and all outstanding options shall be exercised on such date,
or (3) all outstanding options shall terminate and the accumulated payroll
deductions will be refunded without interest to the Participants.

12. TRANSFERABILITY.

Options granted to Participants may not be voluntarily or
involuntarily assigned, transferred, pledged, or otherwise disposed of in any
way, and any attempted assignment, transfer, pledge, or other disposition
shall be null and void and without effect. If a Participant in any manner
attempts to transfer, assign or otherwise encumber his or her rights or
interests under the Plan, other than as permitted by the Code, such act shall
be treated as an election by the Participant to discontinue participation in
the Plan pursuant to Section 5.2.

13. AMENDMENT OR TERMINATION OF THE PLAN.

13.1 The Plan shall continue until November 1, 2010 unless otherwise
terminated in accordance with Section 13.2.

13.2 The Board may, in its sole discretion, insofar as permitted by
law, terminate or suspend the Plan, or revise or amend it in any respect
whatsoever, except that, without approval of the Shareowners, no such
revision or amendment shall increase the number of shares subject to the
Plan, other than an adjustment under Section 10 of the Plan.

14. ADMINISTRATION.

The Board shall appoint a Committee consisting of at least two
members who will serve for such period of time as the Board may specify and
whom the Board may remove at any time. The Committee will have the authority
and responsibility for the day-to-day administration of the Plan, the
authority and responsibility specifically provided in this Plan and any
additional duty, responsibility and authority delegated to the Committee by
the Board, which may include any of the functions assigned to the Board in
this Plan. The Committee may delegate to one or more individuals the
day-to-day administration of the Plan. The Committee shall have full power
and authority to promulgate any rules and regulations which it deems
necessary for the proper administration of the Plan, to interpret the
provisions and supervise the administration of the Plan, to make factual
determinations relevant to Plan entitlements and to take all action in
connection with administration of the Plan as it deems necessary or
advisable, consistent with the delegation from the Board. Decisions of the
Board and the Committee shall be final and binding upon all participants. Any
decision reduced to writing and signed by a majority of the members of the
Committee shall be fully effective as if it had been made at a meeting of the
Committee duly held. The Corporation shall pay all expenses incurred in the
administration of the Plan. No Board or Committee member shall be liable for
any action or determination made in good faith with respect to the Plan or
any option granted hereunder.

15. COMMITTEE RULES FOR FOREIGN JURISDICTIONS.

The Committee may adopt rules or procedures relating to the
operation and administration of the Plan to accommodate the specific
requirements of local laws and procedures. Without limiting the generality of
the foregoing, the Committee is specifically authorized to adopt rules and
procedures regarding handling of payroll deductions, payment of interest,
conversion of local currency, payroll tax, withholding procedures and
handling of stock certificates which vary with local requirements.

<PAGE>

The Committee may also adopt sub-plans applicable to particular
Subsidiaries or locations, which sub-plans may be designed to be outside the
scope of Code section 423. The rules of such sub-plans may take precedence
over other provisions of this Plan, with the exception of Section 7.1, but
unless otherwise superseded by the terms of such sub-plan, the provisions of
this Plan shall govern the operation of such sub-plan.

16. SECURITIES LAWS REQUIREMENTS.

The Corporation shall not be under any obligation to issue Common
Stock upon the exercise of any option unless and until the Corporation has
determined that: (i) it and the Participant have taken all actions required
to register the Common Stock under the Securities Act of 1933, or to perfect
an exemption from the registration requirements thereof; (ii) any applicable
listing requirement of any stock exchange on which the Common Stock is listed
has been satisfied; and (iii) all other applicable provisions of state,
federal and applicable foreign law have been satisfied.

17. GOVERNMENTAL REGULATIONS.

This Plan and the Corporation's obligation to sell and deliver
shares of its stock under the Plan shall be subject to the approval of any
governmental authority required in connection with the Plan or the
authorization, issuance, sale, or delivery of stock hereunder.

18. NO ENLARGEMENT OF EMPLOYEE RIGHTS.

Nothing contained in this Plan shall be deemed to give any Employee
the right to be retained in the employ of the Corporation or any Designated
Subsidiary or to interfere with the right of the Corporation or Designated
Subsidiary to discharge any Employee at any time.

19. GOVERNING LAW.

This Plan shall be governed by Delaware law, without regard to that
State's choice of law rules.

20. EFFECTIVE DATE.

This Plan shall be effective November 1, 2000, subject to approval
of the Shareowners of the Corporation within 12 months before or after its
adoption by the Board.

21. REPORTS.

Individual accounts shall be maintained for each Participant in the
Plan. Statements of account shall be given to Participants at least annually,
which statements shall set forth the amounts of payroll deductions, the
Purchase Price, the number of shares purchased and the remaining cash
balance, if any.

22. DESIGNATION OF BENEFICIARY FOR OWNED SHARES.

With respect to shares of Common Stock purchased by the Participant
pursuant to the Plan and held in an account maintained by the Corporation or
its assignee on the Participant's behalf, the Participant may be permitted to
file a written designation of beneficiary. The Participant may change such
designation of beneficiary at any time by written notice. Subject to local
legal requirements, in the event of a Participant's death, the Corporation or
its assignee shall deliver such shares of Common Stock to the designated
beneficiary.

Subject to local law, in the event of the death of a Participant and in
the absence of a beneficiary validly designated who is living at the time of
such Participant's death, the Corporation shall deliver such shares of Common
Stock to the executor or administrator of the estate of the Participant, or if
no such executor or administrator has been appointed (to the knowledge of the
Corporation), the Corporation in its sole discretion, may deliver (or cause its
assignee to deliver) such shares of Common Stock to the spouse, dependent or
relative of the Participant, or if no spouse, dependent or relative is known to
the Corporation, then to such other person as the Corporation may determine.

<PAGE>

EXHIBIT 5

April 28, 2000

Hewlett-Packard Company
3000 Hanover Street
Palo Alto, California 94304

125,000,000 Shares of Common Stock of Hewlett-Packard Company Offered
pursuant to the Company's 2000 Stock Plan
and
50,000,000 Shares of Common Stock of Hewlett-Packard Company Offered pursuant
to the Company's 2000 Employee Stock Purchase Plan

Dear Sir or Madam:

I have examined the proceedings taken and the instruments executed in connection
with the organization and present capitalization of Hewlett-Packard Company (the
"Company") and the reservation for issuance and authorization of the sale and
issuance from time to time of not in excess of an aggregate of 175,000,000
shares of the Company's Common Stock (the "Shares") pursuant to the terms of the
Hewlett-Packard Company 2000 Stock Plan and the Hewlett-Packard Company 2000
Employee Stock Purchase Plan (collectively, the "Plans"). The Shares are the
subject of a Registration Statement on Form S-8 under the Securities Act of
1933, as amended, which is being filed with the Securities and Exchange
Commission and to which this opinion is to be attached as an exhibit.

Upon the basis of such examination, I am of the following opinion:

1. The authorized shares of the Company consist of 300,000,000 shares
of Preferred Stock and 4,800,000,000 shares of Common Stock.

2. The proper corporate proceedings necessary to the reservation for
issuance and the authorization of the sale and issuance from time to time of not
in excess of an aggregate of 175,000,000 shares of the Common Stock of the
Company pursuant to the Plans have been duly taken and, when issued pursuant to
the Plans, the Shares will be duly and validly issued and fully paid and
nonassessable.

3. When the above-mentioned Registration Statement relating to the
Shares has become effective and when the listing of the Shares on the New York
Stock Exchange, Inc. and the Pacific Exchange, Inc. has been authorized, all
authorizations, consents, approvals, or other orders of all United States
regulatory authorities required for the issuance of the Shares will have been
obtained.

You are further advised that I consent to the use of this opinion as an
exhibit to the above-mentioned Registration Statement.

Very truly yours,

/S/ Charles N. Charnas
----------------------
Charles N. Charnas
Assistant Secretary
and Senior Managing Counsel

<PAGE>

EXHIBIT 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated November 23, 1999,
relating to the consolidated financial statements, which appears in
Hewlett-Packard Company's Annual Report on Form 10-K for the year ended
October 31, 1999.

/S/ PricewaterhouseCoopers LLP
- ------------------------------
PricewaterhouseCoopers LLP

San Jose, California
April 26, 2000