(b) On January 14, 2009, Richard A. Hackborn notified the Board of Directors (the "Board") of Hewlett-Packard Company ("HP") that he will not stand for re-election at the next annual meeting of stockholders. Mr. Hackborn will continue to serve as a director of HP until HP's next annual meeting of stockholders, which is scheduled to be held on March 18, 2009.

(e) On January 15, 2009, the independent directors of the Board approved an award of time-based restricted stock units ("RSUs") to HP's principal executive officer. Also effective January 15, 2009, the HR and Compensation Committee (the "HRC") of the Board approved awards to HP's principal financial officer and the other named executive officers identified below under the Hewlett-Packard Company 2000 Stock Plan (the "2000 Plan"). One-half of each RSU award vests on the first and second anniversaries of the date of grant of the award. The amounts of the awards are set forth below:

        Name                                                   RSU Award
        Mark V. Hurd                                           72,740
        Chairman, Chief Executive Officer and President
        Catherine A. Lesjak                                    26,250
        Executive Vice President and Chief Financial Officer
        Randall D. Mott                                        16,410
        Executive Vice President and Chief Information Officer
        Vyomesh I. Joshi                                       19,140
        Executive Vice President, Imaging and Printing Group
        R. Todd Bradley                                        28,710
        Executive Vice President, Personal Systems Group
        Ann M. Livermore                                       28,710
        Executive Vice President, Technology Solutions Group

The foregoing awards were granted on terms previously approved by the HRC under which RSUs may be awarded to eligible employees under the Hewlett-Packard Company 2004 Stock Incentive Plan (the "2004 Plan") and the 2000 Plan (collectively, the "Plans"). RSUs awarded under the Plans vest according to a time-based vesting schedule established at the time of the award. Upon vesting, the recipient is entitled to receive cash or shares of HP of common stock with a value equal to the number of vested RSUs multiplied by the market value of a share of HP common stock (as determined under the applicable Plan) on the vesting date plus a dividend equivalent payment. Vesting of the RSUs generally ceases upon termination of the recipient's employment with HP except in cases of retirement or total and permanent disability. In addition, upon the death of the recipient prior to vesting, the recipient's estate may be entitled to a pro-rata payment.

Effective January 15, 2009, the HRC and the independent directors of the Board also approved awards of performance-based restricted units ("PRUs") under the 2004 Plan to the foregoing individuals as well as other HP executive officers. The terms of those awards are consistent with the previously disclosed terms of awards of PRUs under the 2004 Plan and will be separately reported on Forms 4 filed by the foregoing individuals under Section 16(a) of the Securities Exchange Act of 1934, as amended.

As previously reported, on September 19, 2008, the Board elected Rajiv L. Gupta to serve as a director of HP effective January 14, 2009. In connection with Mr. Gupta's election to the Board, the Board approved an amendment to Section 3.2 of Article III of HP's Bylaws increasing the number of HP directors from ten to eleven immediately prior to the effective time of Mr. Gupta's election. The Amended and Restated Bylaws of HP reflecting that amendment are filed with this report as Exhibit 3.1.

Exhibit Number Description
3.1 Amended and Restated Bylaws of Hewlett-Packard Company (filed herewith).