EXHIBIT 10.14

                ASSUMPTION OF AND AMENDMENT TO COMPAQ STOCK PLANS
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     WHEREAS: The Board of Directors deems it advisable and in the best
interests of HP to assume certain stock plans of Compaq and amend the terms of
certain of the assumed stock plans of Compaq to remove the automatic director
grant provisions;

     NOW, THEREFORE, BE IT RESOLVED: That, effective at and contingent upon the
occurrence of the Effective Time, the following stock plans of Compaq are
assumed and HP shall be deemed the successor to Compaq under each plan:

     Compaq Computer Corporation 2001 Stock Option Plan
     Compaq Computer Corporation 1998 Stock Option Plan
     Compaq Computer Corporation 1995 Equity Incentive Plan, and
     Compaq Computer Corporation 1989 Equity Incentive Plan

(collectively, the "Assumed Plans");

     RESOLVED FURTHER: That, effective at and contingent upon the occurrence of
the Effective Time, the Board of Directors hereby reserves a sufficient number
of shares of its authorized but unissued common stock of HP, par value $0.01 per
share, for issuance upon exercise of stock options and other rights to be
granted under the Assumed Plans and, when issued in accordance with the Assumed
Plans, such shares will be validly issued, fully paid and nonassessable;

     RESOLVED FURTHER: That, effective at and contingent upon the occurrence of
the Effective Time, the Board of Directors designates the Compensation Committee
of the Board of Directors to administer the Assumed Plans, including without
limitation the authority to amend and terminate the Assumed Plans;

     RESOLVED FURTHER: That, effective at and contingent upon the occurrence of
the Effective Time, Section 8 of the Compaq Computer Corporation 2001 Stock
Option Plan is deleted in full;

     RESOLVED FURTHER: That, effective at and contingent upon the occurrence of
the Effective Time, Section 8 of the Compaq Computer Corporation 1998 Stock
Option Plan is deleted in full.




     I, CHARLES N. CHARNAS, do hereby certify that I am the duly elected and
acting Assistant Secretary of Hewlett-Packard Company, a Delaware
corporation; that the above is a true and correct copy of the resolutions
relating to the amendment of certain stock plans assumed in connection with
the merger between Hewlett-Packard Company and Compaq Computer Corporation
adopted by the members of the Board of Directors of Hewlett-Packard Company
on May 2, 2002; and that the resolutions have not been annulled, rescinded,
or revoked and remain in full force and effect.

Date:  May 7, 2002                      /s/ Charles N. Charnas
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                                        Charles N. Charnas
                                        Assistant Secretary