Deferral Elections. At any time within the 30-day period (or other shorter or longer period that the Committee selects in its sole discretion) in which a Participant who is a member of a select group of management or highly compensated employees (within the meaning of the Code) receives an Award of Restricted Share Units (or before the calendar year in which such a Participant receives a subsequent Award, subject to adjustments by the Committee in accordance with Code Section 409A), the Committee may permit the Participant to irrevocably elect, on a form provided by and acceptable to the Committee, to defer the receipt of all or a percentage of the Shares that would otherwise be transferred to the Participant upon the vesting of such Award more than 12 months after the date of the Participant’s deferral election. If the Participant makes this election, the Shares subject to the election, and any associated dividends and interest, shall be credited to an account established pursuant to [Section 9] on the date such Shares would otherwise have been released or issued to the Participant pursuant to [Section 8(d)] and no vesting shall occur (other than for death or Disability if provided pursuant to the Award Agreement) within the 12-month period following the date of the Participant’s election.

Deferral Elections. A Director may elect to defer payment of all or a specified portion of any Eligible Compensation by filing a written election with the Company on a form prescribed by the Company as follows (such an election, a “Deferral Election”):

For Directors who make an Annual Deferred Cash Election, the Company will establish a bookkeeping account for cash deferred for that Plan Year (an “Annual Deferred Cash Account”) and will credit to the Annual Deferred Cash Account the amount of the Eligible Fees earned and deferred by him/her as of the date such fees would normally be payable by the Company (the “Credit Date”). Amounts credited to an Eligible Director’s Annual Deferred Cash Account will be adjusted for gains and/or losses to the same extent that equal amounts would have been adjusted if they had been invested in one or more notional investments designated by the Company. The use of notional investments herein is solely as a device for computing the amount of benefits to be paid under the Plan, and the Company shall not be required to purchase such investments.

Deferral Elections. A Director who satisfies the eligibility requirements of [Section 2] may, at the time and in the manner provided hereunder, elect to defer the receipt of his or her Retainer.

Deferral Elections. Notwithstanding the foregoing, subject to any conditions deemed appropriate from time to time by the Committee (including suspension of the right to elect deferrals or to make changes to any existing deferral election), the Awardee may elect to defer the delivery of the Stock to be delivered in settlement of the Units using such deferral election form as approved by the Committee from time to time.

Deferral Elections. If a Participant is permitted to elect to defer an Award or any payment under an Award, such election must be in writing (on a form acceptable to the Committee) and must be received by the Company by the following election deadlines:

Deferral Elections. A Monthly Deferral Participant in the Plan may file an Election Form with the Plan Administrator on or before the date specified in accordance with [Section 4(c)] hereof. The Election Form shall permit the Monthly Deferral Participant to specify the Deferral Amount, subject to a minimum annual Deferral Amount of ​, for the deferral of Monthly Compensation, or such amounts as may be specified by the Plan Administrator in its sole discretion, and whether such Deferral Amount shall be credited in cash to his or her Deferred Compensation Account or in Shares to his or her Deferred Stock Account, pursuant to [Section 5(a)] hereof. The Election Form shall also set forth the terms of distribution of the Participant’s Account in accordance with [Section 6] hereof and the Participant’s Beneficiary designation. All elections to defer compensation under the Plan are irrevocable, and no changes to any Election Form delivered to the Plan Administrator shall be permitted, except as specifically provided under the terms of the Plan.

Duration of Deferral Elections. Each Deferral Election shall continue in effect for the Year with respect to which the Deferral Election was made (in accordance with [Section 2.2]) unless otherwise terminated in accordance with [Article V] or by the applicable Director by delivery of a written notice to the Administrator prior to the date on which the Deferral Election becomes irrevocable.

Outside Director Deferral Elections. In order to elect to defer a portion of his Annual Retainer earned during a Plan Year, an Outside Director shall submit an irrevocable Deferral Form with HP before the beginning of such Plan Year, but no earlier than the first day of November preceding the Plan Year within which the deferral is to be made. The portion of his Annual Retainer that an Outside Director elects to defer for a Plan Year shall be stated as a whole dollar amount. Any failure to make an election shall be deemed to be an election for the same deferral amount and the same distribution date and form of payment for the following Plan Year as were in effect for such Outside Director for the current Plan Year.

Cancellation of Deferral Elections. As provided by [Section 2.12], in the event of a distribution under [Section 6.5.1] the Plan Administrator will cancel the Participant’s deferral elections for the balance of the applicable Plan Year.

Annual Elections of Deferral. An election to defer Fees shall be made prior to the beginning of the calendar year in which the Fees will be earned; provided, however, that an election made within 30 days after a person first becomes a Director shall be effective for Fees earned during that year. An election shall continue in effect until the end of the year following the date of the deferral election, or until the end of the Director’s service on the Board, whichever shall occur first. The election to defer receipt of payment may not be canceled or modified unless the Chairman, in his sole discretion, determines that an Unforeseen Emergency exists, or except as otherwise permitted by Internal Revenue Service regulations.

4.1Timing for Deferral Elections. For purposes of this Section, the term “Deferral Election” shall refer to Annual Bonus Deferral Elections and Excess 401k Contributions Deferral Elections, collectively.

Annual Bonus Deferral Elections and Excess 401k Contributions Deferral Elections. All Deferral Elections made with respect to a Bonus Accrual Year or a Specified Year (“Annual Deferral Elections”) must be returned to the Officer Committee or its delegates no later than the date specified for such year by the Officer Committee (the “Election Due Date”). Except as provided otherwise in [[Sections 4.1(b), 4.l]l]]l](c), and 5.1, the Election Due Date shall in no event be later than: # December 31 of the calendar year prior to the Specified Year for Excess 401k Contributions Deferral Elections and # the date that is six months prior to the last day of the Bonus Accrual Year for Annual Bonus Deferral Elections.

A-3 Deferral and Catch-Up Contribution Elections. A Spinoff Participant’s elections for deferral contributions (including deemed elections under an automatic contribution arrangement) and catch-

SECTION # ADJUSTMENTS OF ACCOUNTS 8

1.1Deferral Elections. Deferral elections may be made during the Election Period as follows:

Automatic Distributions. Notwithstanding any payment elections made on Deferral Forms and [Section 5.2]: