BYLAWS



                                       OF



                             HEWLETT-PACKARD COMPANY

                            (A DELAWARE CORPORATION)



                                    ARTICLE I



                                CORPORATE OFFICES



     1.1 REGISTERED OFFICE.  The registered  office of the corporation shall be

fixed in the Certificate of Incorporation of the corporation.



     1.2 OTHER OFFICES.  The board of directors may at any time establish branch

or subordinate offices at any place or places where the corporation is qualified

to do business.



                                   ARTICLE II



                            MEETINGS OF STOCKHOLDERS



     2.1 PLACE OF MEETINGS. Meetings of stockholders shall be held at any place

within or outside the State of Delaware designated by the board of directors. In

the absence of any such designation, stockholders' meetings shall be held at the

registered office of the corporation.



     2.2 ANNUAL MEETING.



     (a) The annual meeting of stockholders shall be held each year on a date

and at a time designated by the board of directors. At the meeting, directors

shall be elected, and any other proper business may be transacted.



     (b) At an annual meeting of the stockholders, only such business shall be

conducted as shall have been properly brought before the meeting. To be properly

brought before an annual meeting, business must be: (i) specified in the notice

of meeting (or any supplement thereto) given by or at the direction of the board

of directors, (ii) otherwise properly brought before the meeting by or at the

direction of the board of directors, or (iii) otherwise properly brought before

the meeting by a stockholder of record at the time of giving notice provided for

in these Bylaws, who is entitled to vote at the meeting and who complies with

the notice procedures set forth in this Section 2.2. For business to be properly

brought before an annual meeting by a stockholder, the stockholder must have

given timely notice thereof in writing to the secretary of the corporation. To

be timely, a stockholder's notice must be delivered to or mailed and received at

the principal executive offices of the corporation (A) not later than the close

of business on the ninetieth (90th) day nor earlier than the close of business

on the one hundred twentieth (120th) day prior to the first anniversary of the

preceding year's





{Page}





meeting, or (B) not less than the later of the close of business on the

forty-fifth (45th) day nor earlier than the close of business on the

seventy-fifth (75th) day prior to the first anniversary of the date on which the

corporation first sent or gave its proxy statement to stockholders for the

preceding year's annual meeting, whichever period described in clause (A) or (B)

of this sentence first occurs; provided, however, that in the event that no

annual meeting was held in the previous year or the date of the annual meeting

is more than thirty (30) days before or more than sixty (60) days after the

anniversary date of the previous year's meeting, notice by the stockholder to be

timely must be so received not earlier than the close of business on the one

hundred twentieth (120th) day prior to such meeting and not later than the close

of business on the later of (x) the ninetieth (90th) day prior to such meeting

and (y) the tenth (10) day following the date on which public announcement of

the date of such meeting is first made. For purposes of this Section 2.2, a

"public announcement" shall mean disclosure in a press release reported by the

Dow Jones News Service, Associated Press or a comparable national news service

or in a document publicly filed by the corporation with the Securities and

Exchange Commission. In no event shall the public announcement of an adjournment

of a stockholders meeting commence a new time period for the giving of a

stockholder's notice as described above. A stockholder's notice to the secretary

shall set forth as to each matter the stockholder proposes to bring before the

annual meeting: (1) a brief description of the business desired to be brought

before the annual meeting and the reasons for conducting such business at the

annual meeting, (2 )the name and address, as they appear on the corporation's

books, of the stockholder proposing such business, (3) the class and number of

shares of the corporation which are beneficially owned by the stockholder, (4)

any material interest of the stockholder in such business, and (5) any other

information that is required to be provided by the stockholder pursuant to

Regulation 14A under the Securities Exchange Act of 1934, as amended (the "1934

Act"), in his capacity as a proponent to a stockholder proposal. Notwithstanding

the foregoing, in order to include information with respect to a stockholder

proposal in the proxy statement and form of proxy for a stockholder's meeting,

stockholders must provide notice as required by the regulations promulgated

under the 1934 Act. In addition, with respect to a stockholder proposal, if the

stockholder has provided the corporation a notice as described above, the

stockholder must have delivered a proxy statement and form of proxy to holders

of a sufficient number of shares to carry such proposal in order for such

proposal to be properly presented. Notwithstanding anything in these Bylaws to

the contrary, no business shall be conducted at any annual meeting except in

accordance with the procedures set forth in this paragraph (b). The chairman of

the annual meeting shall, if the facts warrant, determine and declare at the

meeting that business was not properly brought before the meeting and in

accordance with the provisions of this paragraph (b), and, if he should so

determine, he shall so declare at the meeting that any such business not

properly brought before the meeting shall not be transacted.





     (c) Only persons who are nominated in accordance with the procedures set

forth in this paragraph (c) shall be eligible for election as directors.

Nominations of persons for election to the board of directors of the corporation

may be made at a meeting of stockholders by or at the direction of the board of

directors or by any stockholder of record of the corporation at the time of

giving notice provided for in these Bylaws, who is entitled to vote in the

election of directors at the meeting and who complies with the notice procedures

set forth in this paragraph (c). Such nominations, other than those made by or

at the direction of the board of directors, shall be made pursuant to timely

notice in writing to the secretary of the corporation in



                                      -2-

{Page}





accordance with the provisions of paragraph (b) of this Section 2.2. Such

stockholder's notice shall set forth (i) as to each person, if any, whom the

stockholder proposes to nominate for election or re-election as a director: (A)

the name, age, business address and residence address of such person, (B) the

principal occupation or employment of such person, (C) the class and number of

shares of the corporation which are beneficially owned by such person, (D) a

description of all arrangements or understandings between the stockholder and

each nominee and any other person or persons (naming such person or persons)

pursuant to which the nominations are to be made by the stockholder, and (E) any

other information relating to such person that is required to be disclosed in

solicitations of proxies for elections of directors, or is otherwise required,

in each case pursuant to Regulation 14A under the 1934 Act (including without

limitation such person's written consent to being named in the proxy statement,

if any, as a nominee and to serving as a director if elected); (ii) as to such

stockholder giving notice, the information required to be provided pursuant to

paragraph (b) of this Section 2.2; and (iii) a written statement executed by

such nominee acknowledging that, as a director of such corporation, such person

will owe a fiduciary duty, under the General Corporation Law of the State of

Delaware , exclusively to the corporation and its stockholders. In addition, if

the stockholder has provided the corporation a notice as described above, the

stockholder must have delivered a proxy statement and form of proxy to holders

of a sufficient number of shares to elect such nominee in order for the proposal

to be properly nominated. At the request of the board of directors, any person

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC