-1-


                                  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:

                   StorageApps Inc. 2000 Stock Incentive 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>
                                       Proposed maximum    Proposed maximum     Amount of
Title of securities    Amount to be    offering price      aggregate offering   registration
Securities to          Registered      per share           price                fee
be Registered
-------------------    ------------    ----------------    ------------------   ------------
<S>                    <C>             <C>                 <C>                  <C>

Common Stock
$0.01 par value
to be issued under
the StorageApps Inc.   837,089         $7.85 - $78.50      $9,717,821           $2,430
2000 Stock Incentive
Plan

----------
<FN>

  1.  Estimated solely for the purpose of calculating the registration fee in
      accordance with Rules 457(c) and 457(h) under the Securities Act of
      1933, as amended (the "Securities Act").
</FN>
</TABLE>















<PAGE>
                                      -2-


                                     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,
2000 filed with the Securities and Exchange Commission (the "Commission") on
January 25, 2001;

         (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 with the Commission 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 indemnification of the directors, officers or
employees to the maximum extent permitted by Delaware law. The bylaws also
provide that the Company shall not be required to provide indemnification in
connection with any proceeding initiated by such person unless the proceeding in
which the indemnification is sought was authorized by the Board of Directors.

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 the 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 the registration
                    statement; and
<PAGE>
                                      -3-


               iii. To include any material information with respect to the plan
                    of distribution not previously disclosed in the registration
                    statement or any material change to such information in the
                    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 of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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.

        (c) Regulation S-K Item 512(h) Undertaking for Filing of Registration
Statement on Form S-8.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 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 Act and will be governed by the final adjudication of
such issue.


<PAGE>
                                      -4-


                                   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 25th day
of September, 2001.


                                      HEWLETT-PACKARD COMPANY


                                      By: /s/ Charles N. Charnas
                                          ----------------------
                                          Charles N. Charnas
                                            Assistant Secretary
                                            and 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 StorageApps Inc. 2000 Stock Incentive 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, as amended,
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.

<TABLE>
<CAPTION>

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

/s/ Philip M. Condit
-------------------------          Director                                 September 25, 2001
Philip M. Condit

/s/ Patricia C. Dunn
-------------------------          Director                                 September 25, 2001
Patricia C. Dunn

/s/ Carleton S. Fiorina            Chairman, President and Chief
-------------------------          Executive Officer (Principal             September 25, 2001
Carleton S. Fiorina                Executive Officer)

/s/ Jon E. Flaxman
-----------------------            Vice President and Controller            September 25, 2001
Jon E. Flaxman                     (Principal Accounting Officer)


<PAGE>
                                      -5-


/s/ Sam Ginn
-----------------------            Director                                 September 25, 2001
Sam Ginn

/s/ Richard A. Hackborn
-----------------------            Director                                 September 25, 2001
Richard A. Hackborn

/s/ Walter B. Hewlett
-----------------------            Director                                 September 25, 2001
Walter B. Hewlett

/s/ George A. Keyworth
-----------------------            Director                                 September 25, 2001
George A. Keyworth

/s/ Robert E. Knowling Jr.
--------------------------         Director                                 September 25, 2001
Robert E. Knowling Jr.

/s/ Robert P. Wayman               Executive Vice President,
-------------------------          Finance and Administration (Chief
Robert P. Wayman                   Financial Officer) and Director          September 25, 2001

</TABLE>



<PAGE>
                                      -6-


                                  EXHIBIT INDEX



Exhibit No.

4.1     StorageApps Inc. 2000 Stock Incentive 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.


<PAGE>
                                      -7-


                                  EXHIBIT 4.1


                                STORAGEAPPS INC.
                            2000 STOCK INCENTIVE PLAN
                   (amended and restated as of March 31, 2001)


ARTICLE 1.    ESTABLISHMENT, PURPOSE, AND DURATION

        1.1   ESTABLISHMENT OF THE PLAN. StorageApps Inc., formerly known as
RAID Power Service, Inc., a Delaware corporation (hereinafter referred to as the
"Company"), hereby establishes a stock option and incentive award plan known as
the "StorageApps Inc. 2000 Stock Incentive Plan," formerly knows as the "RAID
Power Service, Inc. 2000 Stock Incentive Plan" (the "Plan"), as set forth in
this document. The Plan permits the grant of Incentive Stock Options,
Nonqualified Stock Options, Restricted Stock, Stock Awards, Performance Share
Awards and Stock Appreciation Rights.

        The Plan shall become effective on the date it is approved by the Board
of Directors (the "Effective Date"), subject to approval of the Plan by the
Company's shareholders within the 12-month period immediately thereafter, and
shall remain in effect as provided in Section 1.3.

        1.2   PURPOSE OF THE PLAN. The purpose of the Plan is to secure for the
Company and its shareholders the benefits of the incentive inherent in stock
ownership in the Company by employees, directors, and consultants or other
persons who perform services for the Company, who are responsible for its future
growth and continued success. The Plan promotes the success and enhances the
value of the Company by linking the personal interests of Participants (as
defined below) to those of the Company's shareholders, and by providing
Participants with an incentive for outstanding performance. The Plan is further
intended to provide flexibility to the Company in its ability to motivate,
attract and retain the services of Participants upon whose judgment, interest
and special effort the successful conduct of its operation largely depends.

        1.3   DURATION OF THE PLAN. The Plan shall commence on the Effective
Date, and shall remain in effect, subject to the right of the Board of Directors
to amend or terminate the Plan at any time pursuant to Article 12, until the day
prior to the tenth (10th) anniversary of the Effective Date.

ARTICLE 2.    DEFINITIONS

        Whenever used in the Plan, the following terms shall have the meanings
set forth below:

        (a)  "AGREEMENT" means an agreement entered into by each Participant and
             the Company, setting forth the terms and provisions applicable to
             Awards granted to Participants under this Plan.

        (b)  "AWARD" means, individually or collectively, a grant under this
             Plan of Incentive Stock Options, Nonqualified Stock Options,
             Restricted Stock, Stock Awards, Performance Share Awards or Stock
             Appreciation Rights.

        (c)  "BENEFICIAL OWNER" or "BENEFICIAL OWNERSHIP" shall have the meaning
             ascribed to such term in Rule 13d-3 of the Exchange Act.

        (d)  "BOARD" or "BOARD OF DIRECTORS" means the Board of Directors of the
             Company.

        (e)  "CAUSE" means: (i) a Participant's commission of any act which, if
             prosecuted, would constitute a felony; (ii) a Participant's
             engaging in willful misconduct or any conduct which is in reckless
             disregard of the Company's business or materially injurious to the
             Company or its affiliates; (iii) a Participant's material or \
             habitual neglect of his duties to the Company; or (iv) a
             Participant's failure to perform or observe any provision of an
             existing employment agreement with the Company, any Company
             policies of general application, from time to time, in effect, or
             any other substantial lawful obligation of his employment with
             the Company, and such failure has not been cured within two (2)
             weeks after written notice from the Company to the Participant. The
             existence of "Cause" shall be determined by the Committee, in its
             sole discretion.


<PAGE>
                                      -8-


        (f)  "CODE" means the Internal Revenue Code of 1986, as amended from
             time to time, or any successor act thereto.

        (g)  "COMMITTEE" means the committee appointed to administer the Plan
             with respect to grants of Awards, as specified in Article 3, and to
             perform the functions set forth therein.

        (h)  "COMMON STOCK" means the common stock of the Company, par value
             $.01 per share.

        (i)  "COMPANY" means StorageApps, Inc., a Delaware corporation, or any
             successor thereto.

        (j)  "CORRESPONDING SAR" means an SAR that is granted in relation to a
             particular Option and that can be exercised only upon the surrender
             to the Company, unexercised, of that portion of the Option to which
             the SAR relates.

        (k)  "DIRECTOR" means any individual who is a member of the Board of
             Directors of the Company.

        (l)  "DISABILITY" shall have the meaning ascribed to such term in the
             Company's long-term disability plan covering the Participant, or in
             the absence of such plan, a meaning consistent with Section
             22(e(3) of the Code.

        (m)  "EMPLOYEE" means any employee of the Company or the Company's
             Subsidiaries.  Directors who are not otherwise employed by the
             Company or the Company's Subsidiaries are not considered Employees
             under this Plan.

        (n)  "EFFECTIVE DATE" shall have the meaning ascribed to such term in
             Section 1.1.

        (o)  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
             amended from time to time, or any successor act thereto.

        (p)  "FAIR MARKET VALUE" shall be determined as follows:

             (i)  PUBLICLY TRADED. If, on the relevant date, the Shares are
                  traded on a national or regional securities exchange or on The
                  Nasdaq Stock Market ("Nasdaq") and closing sale prices for the
                  Shares are customarily quoted, on the basis of the closing
                  sale price on the principal securities exchange on which the
                  Shares may then be traded or, if there is no such sale on the
                  relevant date, then on the immediately preceding day on which
                  a sale was reported;

            (ii)  NOT LISTED BUT TRADED. If, on the relevant date, the Shares
                  are not listed on any securities exchange or traded on Nasdaq,
                  but nevertheless are publicly traded and reported on Nasdaq
                  without closing sale prices for the Shares being customarily
                  quoted, on the basis of the mean between the closing bid and
                  asked quotations in such other over-the-counter market as
                  reported by Nasdaq; but, if there are no bid and asked
                  quotations in the over-the-counter market as reported by
                  Nasdaq on that date, then the mean between the closing bid and
                  asked quotations in the over-the-counter market as reported by
                  Nasdaq on the immediately preceding day such bid and asked
                  prices were quoted; and

           (iii)  NOT TRADED. If, on the relevant date, the Shares are not
                  publicly traded as described in (i) or (ii), on the basis of
                  the good faith determination of the Committee, based on all
                  relevant facts and circumstances including any recent sales or
                  purchases of the stock.

        (q)   "INCENTIVE STOCK OPTION" or "ISO" means an option to purchase
              Shares granted under the Plan which is designated as an Incentive
              Stock Option and is intended to meet the requirements of Section
              422 of the Code.

        (r)  "INITIAL VALUE" means, with respect to a Corresponding SAR, the
             Option Price per share of the related Option, and with respect to
             an SAR granted independently of an Option, the Fair Market Value of
             one share of Common Stock on the date of grant.


<PAGE>
                                      -9-


        (s)  "INSIDER" shall mean an Employee who is, on the relevant date, an
             officer or a director, or a ten percent (10%) beneficial owner of
             any class of the Company's equity securities that is registered
             pursuant to Section 12 of the Exchange Act or any successor
             provision, as "officer" and "director" are defined under Section 16
             of the Exchange Act.

        (t)  "NAMED EXECUTIVE OFFICER" means a Participant who, as of the date
             of vesting and/or payout of an Award is one of the group of
             "covered employees," as defined in the regulations promulgated
             under Code Section 162(m), or any successor statute.

        (u)  "NONQUALIFIED STOCK OPTION" or "NQSO" means an option to purchase
             Shares granted under the Plan, and which is not intended to meet
             the requirements of Code Section 422.

        (v)  "OPTION" means an Incentive Stock Option or a Nonqualified Stock
             Option.

        (w)  "OPTION PRICE" means the price at which a Share may be purchased by
             a Participant pursuant to an Option, as determined by the
             Committee.

        (x)  "PARTICIPANT" means an Employee, a Director, a consultant or other
             person who performs services for the Company or a Subsidiary, who
             has been determined by the Committee to contribute significantly to
             the profits or growth of the Company and who has been granted an
             Award under the Plan which is outstanding.

        (y)  "PERFORMANCE SHARE AWARD" means an Award, which, in accordance with
             and subject to an Agreement, will entitle the Participant, or his
             estate or beneficiary in the event of the Participant's death, to
             receive cash, Common Stock or a combination thereof.

        (z)  "PERSON" shall have the meaning ascribed to such term in Section
             3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d)
             thereof, including a "group" as defined in 13(d) thereof.

       (aa)  "RETIREMENT" shall mean retiring from employment with the Company
             or any Subsidiary on or after attaining age 65.

       (bb)  "RESTRICTED STOCK" means an Award of Common Stock granted in
             accordance with the terms of the Plan, and which is nontransferable
             and subject to a substantial risk of forfeiture. Shares of Common
             Stock shall cease to be Restricted Stock when, in accordance with
             the terms hereof and the applicable Agreement, they become
             transferable and free of substantial risk of forfeiture.

       (cc)  "SAR" means a stock appreciation right that entitles the holder to
             receive, with respect to each share of Common Stock encompassed by
             the exercise of such SAR, the amount determined by the Committee
             and specified in an Agreement.  In the absence of such
             specification, the holder shall be entitled to receive in cash,
             with respect to each share of Common Stock encompassed by the
             exercise of such SAR, the excess of the Fair Market Value on the
             date of exercise over the Initial Value. References to "SARs"
             include both Corresponding SARs and SARs granted independently of
             Options, unless the context requires otherwise.

       (dd)  "SHARES" means the shares of Common Stock of the Company (including
             any new, additional or different stock or securities resulting from
             the changes described in Section 4.3).

       (ee)  "STOCK AWARD" means a grant of Shares under the Plan that is not
             generally subject to restrictions and pursuant to which a
             certificate for the Shares is transferred to the Employee.

       (ff)  "SUBSIDIARY" means any company during any period in which it is a
             "subsidiary corporation" (as that term is defined in Code Section
             424(f)) with respect to the Company.


<PAGE>
                                      -10-


ARTICLE 3.    ADMINISTRATION

         3.1  THE COMMITTEE. The Plan shall be administered by the Board of
Directors or by a Committee designated by the Board from its members, or by any
other committee or subcommittee appointed by the Board that is granted authority
to administer the Plan (the "Committee"). The members of the Committee shall be
appointed from time to time by, and shall serve at the discretion of, the Board
of Directors.

         3.2  AUTHORITY OF THE COMMITTEE. Subject to the provisions of the Plan,
the Committee shall have full power to select the Employees, Directors,
consultants and other persons who perform services for the Company or a
Subsidiary, who are responsible for the future growth and success of the Company
who shall participate in the Plan (who may change from year to year); determine
the size and types of Awards; determine the terms and conditions of Awards in a
manner consistent with the Plan (including conditions on the exercisability of
all or a part of an Option or SAR, restrictions on transferability and vesting
provisions on Restricted Stock or Performance Share Awards and the duration of
the Awards); construe and interpret the Plan and any agreement or instrument
entered into under the Plan; establish, amend or waive rules and regulations for
the Plan's administration; and (subject to the provisions of Article 12) amend
the terms and conditions of any outstanding Award to the extent such terms and
conditions are within the discretion of the Committee as provided in the Plan,
including accelerating the time any Option or SAR may be exercised and
establishing different terms and conditions relating to the effect of the
termination of employment or other services to the Company. Further, the
committee shall make all other determinations which may be necessary or
advisable in the Committee's opinion for the administration of the Plan. All
expenses of administering this Plan shall be borne by the Company.

         3.3  DECISIONS BINDING. All determinations and decisions made by the
Committee pursuant to the provisions of the Plan and all related orders and
resolutions of the Board shall be final, conclusive and binding on all Persons,
including the Company, the shareholders, Employees, Participants and their
estates and beneficiaries.

ARTICLE 4.    SHARES SUBJECT TO THE PLAN

         4.1  NUMBER OF SHARES. (a) Subject to adjustment as provided in Section
4.3, the aggregate number of Shares available for grants of Awards under the
Plan shall not exceed (i) 30,000,000 plus (ii) the additional Shares described
in (b) below, provided, however, that no more than 30,000,000 Shares of Common
Stock may be issued hereunder pursuant to the exercise of ISOs.

         (b)  As of January 1 of each year, commencing with the year 2001, the
aggregate number of Shares that may be awarded under the Plan shall
automatically increase by a number equal to the lesser of (i) 5% of the total
number of Shares then outstanding or (ii) 5,000,000 Shares. The Shares may, in
the discretion of the Company, be either authorized but unissued Shares or
Shares held as treasury shares, including Shares purchased by the Company,
whether on the market or otherwise. The following rules shall apply for purposes
of the determination of the number of Shares available for grant under the Plan:

        (1)  The grant of an Option, SAR, Stock Award, Restricted Stock Award
             or Performance Share Award shall reduce the Shares available for
             grant under the Plan by the number of Shares subject to such Award.

        (2)  While an Option, SAR, Stock Award, Restricted Stock Award or
             Performance Share Award is outstanding, it shall be counted against
             the authorized pool of Shares, regardless of its vested status.

         4.2  LAPSED AWARDS. If any Award granted under this Plan is canceled,
terminates, expires or lapses for any reason, or if Shares are withheld in
payment of the Option Price or for withholding taxes, any Shares subject to such
Award or that are withheld shall again be available for the grant of an Award
under the Plan. However, in the event that prior to the Award's cancellation,
termination, expiration or lapse, the holder of the Award at any time received
one or more "benefits of ownership" pursuant to such Award (as defined by the
Securities and Exchange Commission, pursuant to any rule or interpretation
promulgated under Section 16 of the Exchange Act), the Shares subject to such
Award shall not again be made available for regrant under the Plan.


<PAGE>
                                      -11-


         4.3  ADJUSTMENTS IN AUTHORIZED SHARES. In the event of any change in
corporate capitalization, such as a stock split, or a corporate transaction,
such as an merger, consolidation, separation, including a spin-off, or other
distribution of stock or property of the Company, any reorganization (whether or
not such reorganization comes within the definition of such term in Code Section
368) or any partial or complete liquidation of the Company, such adjustment
shall be made in the number and class of Shares which may be delivered under the
Plan, and in the number and class of and/or price of Shares subject to
outstanding Awards granted under the Plan, as may be determined to be
appropriate and equitable by the Committee, in its sole discretion, to prevent
dilution or enlargement of rights; provided, however, that the number of Shares
subject to any Award shall always be a whole number and the Committee shall make
such adjustments as are necessary to insure Awards of whole Shares.

ARTICLE 5.    ELIGIBILITY AND PARTICIPATION

         Any key Employee of the Company or any Subsidiary, including any such
Employee who is also a director of the Company or any Subsidiary, any
non-employee Director, and any consultant or other person who performs services
of the Company or a Subsidiary, whose judgment, initiative and efforts
contribute or may be expected to contribute materially to the successful
performance of the Company or any Subsidiary shall be eligible to receive an
Award under the Plan. In determining the individuals to whom such an Award shall
be granted and the number of Shares which may be granted pursuant to that Award,
the Committee shall take into account the duties of the respective individual,
his or her present and potential contributions to the success of the Company or
any Subsidiary, and such other factors as the Committee shall deem relevant in
connection with accomplishing the purpose of the Plan.

ARTICLE 6.    STOCK OPTIONS

         6.1  GRANT OF OPTIONS. Subject to the terms and provisions of the Plan,
Options may be granted to Participants at any time and from time to time as
shall be determined by the Committee. The Committee shall have discretion in
determining the number of Shares subject to Options granted to each Participant.
An Option may be granted with or without a Corresponding SAR. No Participant may
be granted ISOs (under the Plan and all other incentive stock option plans of
the Company and any Subsidiary) which are first exercisable in any calendar year
for Common Stock having an aggregate Fair Market Value (determined as of the
date an Option is granted) that exceeds $100,000. The preceding annual limit
shall not apply to NQSOs. The Committee may grant a Participant ISOs, NQSOs or a
combination thereof, and may vary such Awards among Participants; provided that
only an Employee may be granted ISOs.

         6.2   AGREEMENT. Each Option grant shall be evidenced by an Agreement
that shall specify the Option Price, the duration of the Option, the number of
Shares to which the Option pertains and such other provisions as the Committee
shall determine. The Option Agreement shall further specify whether the Award is
intended to be an ISO or an NQSO. Any portion of an Option that is not
designated as an ISO or otherwise fails or is not qualified as an ISO (even if
designated as an ISO) shall be a NQSO. If the Option is granted in connection
with a Corresponding SAR, the Agreement shall also specify the terms that apply
to the exercise of the Option and Corresponding SAR.

         6.3   OPTION PRICE. The Option Price for each grant of an ISO shall not
be less than one hundred percent (100%) of the Fair Market Value of a Share on
the date the Option is granted. In no event, however, shall any Participant who
owns (within the meaning of Section 424(d) of the Code) stock of the Company
possessing more than ten percent (10%) of the total combined voting power of all
classes of stock of the Company be eligible to receive an ISO at an Option Price
less than one hundred ten percent (110%) of the Fair Market Value of a share on
the date the ISO is granted. The Option Price for each grant of an NQSO shall be
established by the Committee and, in its discretion, may be less than the Fair
Market Value of a Share on the date the Option is granted.

         6.4   DURATION OF OPTIONS. Each Option shall expire at such time as the
Committee shall determine at the time of grant; provided, however, that no
option shall be exercisable later than the tenth (10th) anniversary date of its
grant; provided, further, however, that any ISO granted to any Participant who
at such time owns (within the meaning of Section 424(d) of the Code) stock of
the Company possessing more than ten percent (10%) of the total combined voting
power of all classes of stock of the Company, shall not be exercisable later
than the fifth (5th) anniversary date of its grant.


<PAGE>

                                      -12-


         6.5   EXERCISE OF OPTIONS. Options granted under the Plan shall be
exercisable at such times and be subject to such restrictions and conditions as
the Committee shall in each instance approve, including conditions related to
the employment of the Participant with the Company or any Subsidiary, which need
not be the same for each grant or for each Participant. Each Option shall be
exercisable for such number of Shares and at such time or times, including
periodic installments, as may be determined by the Committee at the time of the
grant. The Committee may provide in the Agreement for automatic accelerated
vesting and other rights upon the occurrence of a Change in Control of the
Company. Except as otherwise provided in the Agreement, the right to purchase
Shares that are exercisable in periodic installments shall be cumulative so that
when the right to purchase any Shares has accrued, such Shares or any part
thereof may be purchased at any time thereafter until the expiration or
termination of the Option. The exercise or partial exercise of either an Option
or its Corresponding SAR shall result in the termination of the other to the
extent of the number of Shares with respect to which the Option or Corresponding
SAR is exercised.

         6.6   PAYMENT. Options shall be exercised by the delivery of a written
notice of exercise to the Company, setting forth the number of Shares with
respect to which the Option is to be exercised, accompanied by full payment for
the Shares. The Option Price upon exercise of any Option shall be payable to the
Company in full, either: (a) in cash, (b) cash equivalent approved by the
Committee, (c) if approved by the Committee, by delivering (on a form prescribed
by the Company) a full-recourse promissory note (however, the par value of the
Shares being purchased under the Plan, if newly issued, shall be paid in cash or
cash equivalents), (d) if approved by the Committee, by tendering previously
acquired Shares (or delivering a certification of ownership of such Shares)
having an aggregate Fair Market Value at the time of exercise equal to the total
Option Price (provided that the Shares which are tendered must have been held by
the Participant for six months, if required for accounting purposes, and for the
period required by law, if any, prior to their tender to satisfy the Option
Price), or (e) by a combination of (a), (b), (c) and (d). The Committee also may
allow cashless exercises as permitted under Federal Reserve Board's Regulation
T, subject to applicable securities law restriction, or by any other means which
the Committee determines to be consistent with the Plan's purpose and applicable
law. As soon as practicable after receipt of a written notification of exercise
and full payment, the Company shall deliver to the Participant, in the
Participant's name, Share certificates in an appropriate amount based upon the
number of Shares purchased under the Options(s), and may place appropriate
legends on the certificates representing such Shares.

         6.7   LIMITED TRANSFERABILITY. If permitted by the Committee in the
Agreement, a Participant may transfer an Option granted hereunder, including but
not limited to, transfer to members of his or her Immediate Family (as defined
below), to one or more trusts for the benefits of such Immediate Family members,
or to one or more partnerships where such Immediate Family members are the only
partners, if (i) the Participant does not receive any consideration in any form
whatsoever for such transfer, (ii) such transfer is permitted under applicable
lax laws, and (iii) the Participant is an Insider, such transfer is permitted
under Rule 16b-3 of the Exchange Act as in effect from time to time. Any Option
so transferred shall continue to be subject to the same terms and conditions in
the hands of the transferee as were applicable to said Option immediately prior
to the transfer thereof. Any reference in any such Agreement to the employment
by or performance of services for the Company by the Participant shall continue
to refer to the employment of, or performance by, the transferring Participant.
For purposes hereof, "Immediate Family" shall mean the Participant and the
Participant's spouse, children and grandchildren. Any Option that is granted
pursuant to any Agreement that did not initially expressly allow the transfer of
said Option and that has not been amended to expressly permit such transfer,
shall not be transferable by the Participant other than by will or by the laws
of descent and distribution and such Option thus shall be exercisable in the
Participant's lifetime only by the Participant.

        6.8   SHAREHOLDER RIGHTS.  No Participant shall have any rights as a
shareholder with respect to Shares subject to his Option until the issuance of
such Shares to the Participant pursuant to the exercise of such Option.

ARTICLE 7.    STOCK APPRECIATION RIGHTS

        7.1   GRANTS OF SARs. The Committee shall designate Participants to whom
SARs are granted, and will specify the number of Shares of Common Stock subject
to each grant. An SAR may be granted with or without a related Option. All SARs
granted under this Plan shall be subject to an Agreement in accordance with the
terms of this Plan. A payment to the Participant upon the exercise of a
Corresponding SAR may not be more than the difference between the Fair Market
Value of the Shares subject to the ISO on the date of grant and the Fair Market
Value of the Shares on the date of exercise of the Corresponding SAR.


<PAGE>
                                      -13-


        7.2   DURATION OF SARs. The duration of an SAR shall be set forth in the
Agreement as determined by the Committee. An SAR that is granted as a
Corresponding SAR shall have the same duration as the Option to which it
relates. An SAR shall terminate due to the Participant's termination of
employment at the same time as the date specified in Article 6 with respect to
Options, regardless of whether the SAR was granted in connection with the grant
of an Option.

        7.3   EXERCISE OF SAR. An SAR may be exercised in whole at any time or
in part from time to time and at such times and in compliance with such
requirements as the Committee shall determine as set forth in the Agreement;
provided, however, that a Corresponding SAR that is related to an Incentive
Stock Option may be exercised only to the extent that the related Option is
exercisable and only when the Fair Market Value of the Shares exceeds the Option
Price of the related ISO. An SAR granted under this Plan may be exercised with
respect to any number of whole shares less than the full number of shares for
which the SAR could be exercised. A partial exercise of an SAR shall not affect
the right to exercise the SAR from time to time in accordance with this Plan and
the applicable Agreement with respect to the remaining shares subject to the
SAR. The exercise of either an Option or Corresponding SAR shall result in the
termination of the other to the extent of the number of Shares with respect to
which the Option or its Corresponding SAR is exercised.

        7.4   DETERMINATION OF PAYMENT OF CASH AND/OR COMMON STOCK UPON EXERCISE
OF SAR. At the Committee's discretion, the amount payable as a result of the
exercise of an SAR may be settled in cash, Common Stock, or a combination of
cash and Common Stock. A fractional share shall not be deliverable upon the
exercise of an SAR, but a cash payment shall be made in lieu thereof.

        7.5   NONTRANSFERABILITY. Each SAR granted under the Plan shall be
nontransferable except by will or by the laws of descent and distribution.
During the lifetime of the Participant to whom the SAR is granted, the SAR may
be exercised only by the Participant. No right or interest of a Participant in
any SAR shall be liable for, or subject to any lien, obligation or liability of
such Participant. A Corresponding SAR shall be subject to the same restrictions
on transfer as the ISO to which it relates. Notwithstanding the foregoing, if
that Agreement so provides, a Participant may transfer an SAR (other than a
Corresponding SAR that relates to an Incentive Stock Option) under the same
rules and conditions as are set forth in Section 6.7.

        7.6   SHAREHOLDER RIGHTS.  No Participant shall have any rights as a
shareholder with respect to Shares subject to an SAR until the issuance of
Shares (if any) to the Participant pursuant to the exercise of such SAR.

ARTICLE 8.    RESTRICTED STOCK; STOCK AWARDS

        8.1   GRANTS. The Committee may from time to time in its discretion
grant Restricted Stock and Stock Awards to Participants and may determine the
number of Shares of Restricted Stock or Stock Awards to be granted. The
Committee shall determine the terms and conditions of, and the amount of
payment, if any, to be made by the Employee for such Shares or Restricted Stock.
A grant of Restricted Stock may, in addition to other conditions, require the
Participant to pay for such Shares of Restricted Stock, but the Committee may
establish a price below Fair Market Value at which the Participant can purchase
the Shares of Restricted Stock. Each grant of Restricted Stock shall be
evidenced by an Agreement containing terms and conditions not inconsistent with
the Plan as the Committee shall determine to be appropriate in its sole
discretion.

        8.2   RESTRICTED PERIOD; LAPSE OF RESTRICTIONS. At the time a grant of
Restricted Stock is made, the Committee shall establish a period or periods of
time (the "Restricted Period") applicable to such grant which, unless the
Committee otherwise provides, shall not be less than one year. Subject to the
other provisions of this Article 8, at the end of the Restricted Period all
restrictions shall lapse and the Restricted Stock shall vest in the Participant.
At the time a grant is made, the Committee may, in its discretion, prescribe
conditions for the incremental lapse of restrictions during the Restricted
Period and for the lapse or termination of restrictions upon the occurrence of
other conditions in addition to or other than the expiration of the Restricted
Period with respect to all or any portion of the Restricted Stock. Such
conditions may, but need not, include the following:

        (a)   The death, Disability or Retirement of the Employee to whom
              Restricted Stock is granted, or

        (b)   The occurrence of a Change in Control (as defined in Section 11.1)

The Committee may also, in its discretion, shorten or terminate the Restricted
Period, or waive any conditions for the lapse or termination of restrictions
with respect to all or any portion of the Restricted Stock at any time after the
date the grant is made.


<PAGE>
                                      -14-


        8.3   RIGHTS OF HOLDER; LIMITATIONS THEREON. Upon a grant of Restricted
Stock, a stock certificate (or certificates) representing the number of Shares
of Restricted Stock granted to the Participant shall be registered in the
Participant's name and shall be held in custody by the Company or a bank
selected by the Committee for the Participant's account. Following such
registration, the Participant shall have the rights and privileges of a
shareholder as to such Restricted Stock, including the right to receive
dividends, if and when declared by the Board of Directors, and to vote such
Restricted Stock, except that the right to receive cash dividends shall be the
right to receive such dividends either in cash currently or by payment in
Restricted Stock, as the Committee shall determine, and except further that,
following restrictions shall apply:

        (a)   The Participant shall not be entitled to delivery of a certificate
              until the expiration or termination of the Restricted Period for
              the Shares represented by such certificate and the satisfaction of
              any and all other conditions prescribed by the Committee;

        (b)   None of the shares of Restricted Stock may be sold, transferred,
              assigned, pledged, or otherwise encumbered or disposed of during
              the Restricted Period and until the satisfaction of any and all
              other conditions prescribed by the Committee; and

        (c)   All of the Shares of Restricted Stock that have not vested shall
              be forfeited and all rights of the Participant to such Shares of
              Restricted Stock shall terminate without further obligation on the
              part of the Company, unless the Participant has remained an
              employee of (or non-Employee Director of or active consultant
              providing services to) the Company or any of its Subsidiaries,
              until the expiration or termination of the Restricted Period and
              the satisfaction of any and all other conditions prescribed by
              the Committee applicable to such Shares of Restricted Stock. Upon
              the forfeiture of any Shares of Restricted Stock, such forfeited
              Shares shall be transferred to the Company without further action
              by the Participant and shall, in accordance with Section 4.2,
              again be available for grant under the Plan. If the Participant
              paid any amount for the Shares of Restricted Stock that are
              forfeited, the Company shall pay the Participant the lesser of the
              Fair Market Value of the Shares on the date they are forfeited or
              the amount paid by the Participant.

        With respect to any Shares received as a result of adjustments under
Section 4.3 hereof and any Shares received with respect to cash dividends
declared on Restricted Stock, the Participant shall have the same rights and
privileges, and be subject to the same restrictions, as are set forth in this
Article 8.

        8.4   DELIVERY OF UNRESTRICTED SHARES. Upon the expiration or
termination of the Restricted Period for any Shares of Restricted Stock and the
satisfaction of any and all other conditions prescribed by the Committee, the
restrictions applicable to such Shares of Restricted Stock shall lapse and a
stock certificate for the number of Shares of Restricted Stock with respect to
which the restrictions have lapsed shall be delivered, free of all such
restrictions except any that may be imposed by law, to the holder of the
Restricted Stock. The Company shall not be required to deliver any fractional
Share but will pay, in lieu thereof, the Fair Market Value (determined as of the
date the restrictions lapse) of such fractional Share to the holder thereof.
Concurrently with the delivery of a certificate for Restricted Stock, the holder
shall be required to pay an amount necessary to satisfy any applicable federal,
state and local tax requirements as set out in Article 13 below.

         8.5   NONEASSIGNABILITY OF RESTRICTED STOCK. Unless the Committee
provides otherwise in the Agreement, no grant of, nor any right or interest of a
Participant in or to, any Restricted Stock, or in any instrument evidencing any
grant of Restricted Stock under the Plan, may be assigned, encumbered or
transferred except, in the event of the death of a Participant, by will or the
laws of descent and distribution.

ARTICLE 9.    PERFORMANCE SHARE AWARDS

        9.1   AWARD. The Committee may designate Participants to whom
Performance Share Awards will be granted from time to time for no consideration
and specify the number of shares of Common Stock covered by the Award.


<PAGE>
                                      -15-


        9.2   EARNING THE AWARD. A Performance Stock Award, or portion thereof,
will be earned, and the Participant will be entitled to receive Common Stock, a
cash payment or a combination thereof, only upon the achievement by the
Participant, the Company, or a Subsidiary of such performance objectives as the
Committee, in its discretion, shall prescribe on the date of grant. To the
extent required, the performance objectives applicable to awards to Named
Executive Officers intended to qualify under Code Section 162(m) shall be
selected from among the following measures: return on equity or assets, earning
per share, total earnings, earnings growth, return on capital, profit before
taxes, profit after taxes, economic value added and increase in Fair Market
Value of the Shares. The determination as to whether such objectives have been
achieved shall be made by the Committee, and such determination shall be
conclusive; provided, however, that the period in which such performance is
measured shall be at least one year.

        The Committee may in determining whether performance targets have been
met adjust the Company's financial results to exclude the effect of unusual
charges or income items or other events, including acquisitions or dispositions
of businesses or assets, restructurings, reductions in force, currency
fluctuations or changes in accounting, which are distortive of financial results
(either on a segment or consolidated basis); provided, that for purposes of
determining the Performance Share Awards of Named Executive Officers, the
Committee shall exclude unusual items whose exclusion has the effect of
increasing income or earnings if such items constitute "extraordinary items"
under generally accepted accounting principles or are significant unusual items.
In addition, the Committee will adjust its calculations to exclude the effect on
financial results of changes in the Code or other tax laws, or the regulations
relating thereto.

        9.3   PAYMENT. In the discretion of the Committee, the amount payable
when a Performance Share Award is earned may be settled in cash, by the grant of
Common Stock or a combination of cash and Common Stock. The aggregate Fair
Market Value of the Common Stock received by the Participant pursuant to a
Performance Share Award, together with any cash paid to the Participant, shall
be equal to the aggregate Fair Market Value, on the date the Performance Shares
are earned, of the number of Shares of Common Stock equal to each Performance
Share earned. A fractional Share will not be deliverable when a Performance
Share Award is earned, but a cash payment will be made in lieu thereof.

        9.4   SHAREHOLDER RIGHTS. No Participant shall have, as a result of
receiving a Performance Share Award, any rights as a shareholder until and to
the extent that the Performance Shares are earned and Common Stock is
transferred to such Participant. If the Agreement so provides, a Participant may
receive a cash payment equal to the dividends that would have been payable with
respect to the number of Shares of Common Stock covered by the Award between (a)
the date that the Performance Shares are awarded and (b) the date that a
transfer of Common Stock to the Participant, cash settlement, or combination
thereof is made pursuant to the Performance Share Award. A Participant may not
sell, transfer, pledge, exchange, hypothecate, or otherwise dispose of a
Performance Share Award or the right to receive Common Stock thereunder other
than by will or the laws of descent and distribution. After a Performance Share
Award is earned and paid in Common Stock, a Participant will have all the rights
of a shareholder with respect to the Common Stock so awarded.

ARTICLE 10.    RIGHTS OF EMPLOYEES

        10.1   EMPLOYMENT. Nothing in the Plan shall interfere with or limit in
any way the right of the Company or a Subsidiary to terminate any Participant's
employment by, or performance of services for, the Company at any time, nor
confer upon any Participant any right to continue in the employ or service of
the Company or a Subsidiary. For purposes of the Plan, transfer of employment of
a Participant between the Company and any one of its Subsidiaries (or between
Subsidiaries) shall not be deemed a termination of employment.

        10.2   PARTICIPATION. No Employee shall have the right to be selected to
receive an Award under this Plan, or, having been so selected, to be selected to
receive a future Award.


<PAGE>
                                      -16-


ARTICLE 11.    CHANGE IN CONTROL

        11.1   DEFINITION.  For purposes of the Plan, a "Change in Control"
means any of the following events:

        (a)  The acquisition (other than from the Company) by any Person of
             Beneficial Ownership of fifty percent (50%) or more of the combined
             voting power of the Company's then outstanding voting securities;
             provided, however, that for purposes of this Section 11.1, Person
             shall not include any person who on the date hereof owns 25% or
             more of the Company's outstanding securities, and a Change in
             Control shall not be deemed to occur solely because fifty percent
             (50%) or more of the combined voting power of the Company's then
             outstanding securities is acquired by (i) a trustee or other
             fiduciary holding securities under one or more employee benefits
             plans maintained by the Company or any of its subsidiaries, or (ii)
             any corporation, which, immediately prior to such acquisition, is
             owned directly or indirectly by the shareholders of the Company in
             the same proportion as their ownership of stock in the Company
             immediately prior to such acquisition.

        (b)  Approval by shareholders of the Company of (1) a merger or
             consolidation involving the Company if the shareholders of the
             Company, immediately before such merger or consolidation do not, as
             a result of such merger or consolidation, own, directly or
             indirectly, more than fifty percent (50%) of the combined voting
             power of the then outstanding voting securities of the corporation
             resulting from such merger or consolidation in substantially the
             same proportion as their ownership of the combined voting power of
             the voting securities of the Company outstanding immediately before
             such merger or consolidation, or (2) a complete liquidation or
             dissolution of the Company or an agreement for the sale or other
             disposition of all or substantially all of the assets of the
             Company (other than in an initial public offering of the Company's
             Common Stock.

        (c)  When, during any period of 24 consecutive months, the individuals
             who, at the beginning of such period, constitute the Board (the
             "Incumbent Directors") cease for any reason other than death to
             constitute at least a majority thereof, provided that a director
             who was not a director at the beginning of such 24-month period
             shall be deemed to have satisfied such 24-month requirement (and be
             an Incumbent Director) if such director was elected by, or on the
             recommendation of or with the approval of, at least two-thirds of
             the directors who then qualified as Incumbent Directors either
             actually (because they were directors at the beginning of such
             24-month period) or by prior operation of this paragraph (c).

        11.2   CERTAIN PARACHUTE PAYMENTS: A payment that would otherwise
constitute a "parachute payment" under Section 280G(b)(2) of the Code shall not,
to the extent permitted by such Section 280G and the regulations thereunder, be
considered a parachute payment if such payment is approved by a shareholder vote
of more than 75% of the voting power of all outstanding Shares of the Company.

ARTICLE 12.    AMENDMENT, MODIFICATION AND TERMINATION

        12.1   AMENDMENT, MODIFICATION AND TERMINATION. The Board may, at any
time and from time to time, alter, amend, suspend or terminate the Plan in whole
or in part; provided, that, unless approved by the holders of a majority of the
total number of Shares of the Company represented and voted at a meeting at
which a quorum is present, no amendment shall be made to the Plan if such
amendment would (a) materially modify the eligibility requirements provided in
Article 5; (b) increase the total number of Shares (except as provided in
Section 4.3) which may be granted under the Plan; (c) extend the term of the
Plan; or (d) amend the Plan in any other manner which the Board, in its
discretion, determines should become effective only if approved by the
shareholders even if such shareholder approval is not expressly required by the
Plan or by law.

        12.2   AWARDS PREVIOUSLY GRANTED. No termination, amendment or
modification of the Plan shall adversely affect in any material way any Award
previously granted under the Plan, without the written consent of the
Participant holding such Award. The Committee shall, with the written consent of
the Participant holding such Award, have the authority to cancel Awards
outstanding and grant replacement Awards therefore.

        12.3   COMPLIANCE WITH CODE SECTION 162(M). At all times when the
  Committee determines that compliance with Code Section 162(m) is required or
  desired, all Awards granted under this Plan to Named Executive Officers shall
  comply with the requirements of Code Section 162(m). In addition, in the event
  that changes are made to Code Section 162(m) to permit greater flexibility
  with respect to any Award or Awards under the Plan, the Committee may, subject
  to this Article 12, make any adjustments it deem appropriate.


<PAGE>
                                      -17-


ARTICLE 13.    WITHHOLDING

        13.1   TAX WITHHOLDING. The Company shall have the power and the right
to deduct or withhold, or require a Participant to remit to the Company, an
amount sufficient to satisfy federal, state and local taxes (including the
Participant's FICA obligation) required by law to be withheld with respect to
any taxable event arising in connection with an Award under this Plan.

        13.2   SHARE WITHHOLDING. With respect to withholding required upon the
exercise of Options, or upon any other taxable event arising as a result of
Awards granted hereunder which are to be paid in the form of Shares,
Participants may elect, subject to the approval of the Committee, to satisfy the
withholding requirement, in whole or in part, by having the Company withhold
Shares having a Fair Market Value on the date the tax is to be determined equal
to the minimum statutory total tax which could be imposed on the transaction.
All elections shall be irrevocable, made in writing, signed by the Participant,
and elections by Insiders shall additionally comply with all legal requirements
applicable to Share transactions by such Participants.

ARTICLE 14.    INDEMNIFICATION

        Each person who is or shall have been a member of the Committee, or the
Board, shall be indemnified and held harmless by the Company against and from
any loss, cost, liability or expense that may be imposed upon or reasonably
incurred by him or her in connection with or resulting from any claim, action,
suit or proceeding to which he or she may be a party or in which he or she may
be involved by reason of any action taken or failure to act under the Plan and
against and from any and all amounts paid by him or her in settlement thereof,
with the Company's approval, or paid by him in satisfaction of any judgment in
any such action, suit, or proceeding against him, provided he shall give the
Company an opportunity, at its own expense, to handle and defend the same before
he undertakes to handle and defend it on his own behalf. The foregoing right of
indemnification shall be in addition to any other rights of indemnification to
which such person may be entitled under the Company's Articles of Incorporation
or Bylaws, as a matter of law, or otherwise, or any power that the Company may
have to indemnify them or hold them harmless.

ARTICLE 15.    SUCCESSORS

        All obligations of the Company under the Plan, with respect to Awards
granted hereunder, shall be binding on any successor to the Company, whether the
existence of such successor is the result of a direct or indirect purchase,
merger, consolidation or otherwise, of all or substantially all of the business
and/or assets of the Company.

ARTICLE 16.    LEGAL CONSTRUCTION

        16.1  GENDER AND NUMBER. Except when otherwise indicated by the context,
any masculine term used herein shall also include the feminine; the plural shall
include the singular and the singular shall include the plural.

        16.2  SEVERABILITY. If any provision of the Plan shall be held illegal
or invalid for any reason, the illegality or invalidity shall not affect the
remaining parts of the Plan, and the Plan shall be construed and enforced as if
the illegal or invalid provision had not been included.

        16.3  REQUIREMENTS OF LAW. The granting of Awards and the issuance of
Shares under the Plan shall be subject to all applicable laws, rules and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required.

        16.4  REGULATORY APPROVALS AND LISTING. The Company shall not be
required to issue any certificate or certificates for Shares under the Plan
prior to (i) obtaining any approval from any governmental agency which the
Company shall, in its discretion, determine to be necessary or advisable, (ii)
the admission of such shares to listing on any national securities exchange or
Nasdaq on which the Company's Shares may be listed, and (iii) the completion of
any registration or other qualification of such Shares under any state or
federal law or ruling or regulation of any governmental body which the Company
shall, in its sole discretion, determine to be necessary or advisable.

        Notwithstanding any other provision set forth in the Plan, if required
by the then-current Section 16 of the Exchange Act, any "derivative security" or
"equity security" offered pursuant to the Plan to any Insider may not be sold or
transferred for at least six (6) months after the date of grant of such Award.
The terms "equity security" and "derivative security" shall have the meanings
ascribed to them in the then-current Rule 16(a) under the Exchange Act.


<PAGE>
                                      -18-


        16.5  SECURITIES LAW COMPLIANCE. With respect to Insiders, transactions
under this Plan are intended to comply with all applicable conditions of Rule
16b-3 or its successors under the Exchange Act. To the extent any provision of
the Plan or action by the Committee fails to so comply, it shall be deemed null
and void, to the extent permitted by law and deemed advisable by the Committee.

        16.6  GOVERNING LAW. To the extent not preempted by Federal law, the
Plan, and all agreements hereunder, shall be construed in accordance with and
governed by the laws of the State of Delaware.


<PAGE>
                                      -19-


                                   EXHIBIT 5


September 25, 2001



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


           9,717,821 Shares of Common Stock of Hewlett-Packard Company
       offered pursuant to the StorageApps Inc. 2000 Stock Incentive 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
9,717,821 shares of the Company's Common Stock (the "Shares") pursuant to the
terms of the StorageApps Inc. 2000 Stock Incentive Plan (the "Plan"). 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, of which 4,500,000 shares are designated as Series A
Participating Preferred Stock, and 9,600,000,000 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 9,717,821 shares of the Common Stock of the Company
pursuant to the Plan have been duly taken and, when issued pursuant to the Plan,
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>
                                      -19-


                                  EXHIBIT 23.1





               CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS


        We consent to the incorporation by reference in this Registration
Statement on Form S-8 pertaining to the StorageApps Inc. 2000 Stock Incentive
Plan of our report dated November 15, 2000, with respect to the consolidated
financial statements and schedule of Hewlett-Packard Company in its Annual
Report on Form 10-K for the year ended October 31, 2000, filed with the
Securities and Exchange Commission.


                                       /s/ Ernst & Young
                                       -------------------------
                                       Ernst & Young
                                         San Jose, California
                                         September 25, 2001
[{"type": "S-8", "sequence": "1", "filename": "forms-8_092501.txt", "description": "FORM S-8", "secsgml_size_bytes": 70279}]
{"company-data": {"conformed-name": "HEWLETT PACKARD CO", "cik": "0000047217", "assigned-sic": "3570", "irs-number": "941081436", "state-of-incorporation": "DE", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-70232", "film-number": "1745435"}, "business-address": {"street1": "3000 HANOVER ST", "city": "PALO ALTO", "state": "CA", "zip": "94304", "phone": "4158571501"}, "mail-address": {"street1": "3000 HANOVER ST", "street2": "MS 20BL", "city": "PALO ALTO", "state": "CA", "zip": "94304"}}
-1-

                                  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:

                   StorageApps Inc. 2000 Stock Incentive 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
Proposed maximum    Proposed maximum     Amount of
Title of securities    Amount to be    offering price      aggregate offering   registration
Securities to          Registered      per share           price                fee
be Registered
-------------------    ------------    ----------------    ------------------   ------------
Common Stock
$0.01 par value
to be issued under
the StorageApps Inc.   837,089         $7.85 - $78.50      $9,717,821           $2,430
2000 Stock Incentive
Plan

----------
1.  Estimated solely for the purpose of calculating the registration fee in
      accordance with Rules 457(c) and 457(h) under the Securities Act of
      1933, as amended (the "Securities Act").
-2-

                                     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,
2000 filed with the Securities and Exchange Commission (the "Commission") on
January 25, 2001;

         (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 with the Commission 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 indemnification of the directors, officers or
employees to the maximum extent permitted by Delaware law. The bylaws also
provide that the Company shall not be required to provide indemnification in
connection with any proceeding initiated by such person unless the proceeding in
which the indemnification is sought was authorized by the Board of Directors.

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 the 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 the registration
                    statement; and
-3-

               iii. To include any material information with respect to the plan
                    of distribution not previously disclosed in the registration
                    statement or any material change to such information in the
                    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 of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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.

        (c) Regulation S-K Item 512(h) Undertaking for Filing of Registration
Statement on Form S-8.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 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 Act and will be governed by the final adjudication of
such issue.
-4-

                                   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 25th day
of September, 2001.

                                      HEWLETT-PACKARD COMPANY

                                      By: /s/ Charles N. Charnas
                                          ----------------------
                                          Charles N. Charnas
                                            Assistant Secretary
                                            and 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 StorageApps Inc. 2000 Stock Incentive 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, as amended,
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/ Philip M. Condit
-------------------------          Director                                 September 25, 2001
Philip M. Condit

/s/ Patricia C. Dunn
-------------------------          Director                                 September 25, 2001
Patricia C. Dunn

/s/ Carleton S. Fiorina            Chairman, President and Chief
-------------------------          Executive Officer (Principal             September 25, 2001
Carleton S. Fiorina                Executive Officer)

/s/ Jon E. Flaxman
-----------------------            Vice President and Controller            September 25, 2001
Jon E. Flaxman                     (Principal Accounting Officer)
-5-

/s/ Sam Ginn
-----------------------            Director                                 September 25, 2001
Sam Ginn

/s/ Richard A. Hackborn
-----------------------            Director                                 September 25, 2001
Richard A. Hackborn

/s/ Walter B. Hewlett
-----------------------            Director                                 September 25, 2001
Walter B. Hewlett

/s/ George A. Keyworth
-----------------------            Director                                 September 25, 2001
George A. Keyworth

/s/ Robert E. Knowling Jr.
--------------------------         Director                                 September 25, 2001
Robert E. Knowling Jr.

/s/ Robert P. Wayman               Executive Vice President,
-------------------------          Finance and Administration (Chief
Robert P. Wayman                   Financial Officer) and Director          September 25, 2001
-6-

                                  EXHIBIT INDEX

Exhibit No.

4.1     StorageApps Inc. 2000 Stock Incentive 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.
-7-

                                  EXHIBIT 4.1

                                STORAGEAPPS INC.
                            2000 STOCK INCENTIVE PLAN
                   (amended and restated as of March 31, 2001)

ARTICLE 1.    ESTABLISHMENT, PURPOSE, AND DURATION

        1.1   ESTABLISHMENT OF THE PLAN. StorageApps Inc., formerly known as
RAID Power Service, Inc., a Delaware corporation (hereinafter referred to as the
"Company"), hereby establishes a stock option and incentive award plan known as
the "StorageApps Inc. 2000 Stock Incentive Plan," formerly knows as the "RAID
Power Service, Inc. 2000 Stock Incentive Plan" (the "Plan"), as set forth in
this document. The Plan permits the grant of Incentive Stock Options,
Nonqualified Stock Options, Restricted Stock, Stock Awards, Performance Share
Awards and Stock Appreciation Rights.

        The Plan shall become effective on the date it is approved by the Board
of Directors (the "Effective Date"), subject to approval of the Plan by the
Company's shareholders within the 12-month period immediately thereafter, and
shall remain in effect as provided in Section 1.3.

        1.2   PURPOSE OF THE PLAN. The purpose of the Plan is to secure for the
Company and its shareholders the benefits of the incentive inherent in stock
ownership in the Company by employees, directors, and consultants or other
persons who perform services for the Company, who are responsible for its future
growth and continued success. The Plan promotes the success and enhances the
value of the Company by linking the personal interests of Participants (as
defined below) to those of the Company's shareholders, and by providing
Participants with an incentive for outstanding performance. The Plan is further
intended to provide flexibility to the Company in its ability to motivate,
attract and retain the services of Participants upon whose judgment, interest
and special effort the successful conduct of its operation largely depends.

        1.3   DURATION OF THE PLAN. The Plan shall commence on the Effective
Date, and shall remain in effect, subject to the right of the Board of Directors
to amend or terminate the Plan at any time pursuant to Article 12, until the day
prior to the tenth (10th) anniversary of the Effective Date.

ARTICLE 2.    DEFINITIONS

        Whenever used in the Plan, the following terms shall have the meanings
set forth below:

        (a)  "AGREEMENT" means an agreement entered into by each Participant and
             the Company, setting forth the terms and provisions applicable to
             Awards granted to Participants under this Plan.

        (b)  "AWARD" means, individually or collectively, a grant under this
             Plan of Incentive Stock Options, Nonqualified Stock Options,
             Restricted Stock, Stock Awards, Performance Share Awards or Stock
             Appreciation Rights.

        (c)  "BENEFICIAL OWNER" or "BENEFICIAL OWNERSHIP" shall have the meaning
             ascribed to such term in Rule 13d-3 of the Exchange Act.

        (d)  "BOARD" or "BOARD OF DIRECTORS" means the Board of Directors of the
             Company.

        (e)  "CAUSE" means: (i) a Participant's commission of any act which, if
             prosecuted, would constitute a felony; (ii) a Participant's
             engaging in willful misconduct or any conduct which is in reckless
             disregard of the Company's business or materially injurious to the
             Company or its affiliates; (iii) a Participant's material or \
             habitual neglect of his duties to the Company; or (iv) a
             Participant's failure to perform or observe any provision of an
             existing employment agreement with the Company, any Company
             policies of general application, from time to time, in effect, or
             any other substantial lawful obligation of his employment with
             the Company, and such failure has not been cured within two (2)
             weeks after written notice from the Company to the Participant. The
             existence of "Cause" shall be determined by the Committee, in its
             sole discretion.
-8-

        (f)  "CODE" means the Internal Revenue Code of 1986, as amended from
             time to time, or any successor act thereto.

        (g)  "COMMITTEE" means the committee appointed to administer the Plan
             with respect to grants of Awards, as specified in Article 3, and to
             perform the functions set forth therein.

        (h)  "COMMON STOCK" means the common stock of the Company, par value
             $.01 per share.

        (i)  "COMPANY" means StorageApps, Inc., a Delaware corporation, or any
             successor thereto.

        (j)  "CORRESPONDING SAR" means an SAR that is granted in relation to a
             particular Option and that can be exercised only upon the surrender
             to the Company, unexercised, of that portion of the Option to which
             the SAR relates.

        (k)  "DIRECTOR" means any individual who is a member of the Board of
             Directors of the Company.

        (l)  "DISABILITY" shall have the meaning ascribed to such term in the
             Company's long-term disability plan covering the Participant, or in
             the absence of such plan, a meaning consistent with Section
             22(e(3) of the Code.

        (m)  "EMPLOYEE" means any employee of the Company or the Company's
             Subsidiaries.  Directors who are not otherwise employed by the
             Company or the Company's Subsidiaries are not considered Employees
             under this Plan.

        (n)  "EFFECTIVE DATE" shall have the meaning ascribed to such term in
             Section 1.1.

        (o)  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
             amended from time to time, or any successor act thereto.

        (p)  "FAIR MARKET VALUE" shall be determined as follows:

             (i)  PUBLICLY TRADED. If, on the relevant date, the Shares are
                  traded on a national or regional securities exchange or on The
                  Nasdaq Stock Market ("Nasdaq") and closing sale prices for the
                  Shares are customarily quoted, on the basis of the closing
                  sale price on the principal securities exchange on which the
                  Shares may then be traded or, if there is no such sale on the
                  relevant date, then on the immediately preceding day on which
                  a sale was reported;

            (ii)  NOT LISTED BUT TRADED. If, on the relevant date, the Shares
                  are not listed on any securities exchange or traded on Nasdaq,
                  but nevertheless are publicly traded and reported on Nasdaq
                  without closing sale prices for the Shares being customarily
                  quoted, on the basis of the mean between the closing bid and
                  asked quotations in such other over-the-counter market as
                  reported by Nasdaq; but, if there are no bid and asked
                  quotations in the over-the-counter market as reported by
                  Nasdaq on that date, then the mean between the closing bid and
                  asked quotations in the over-the-counter market as reported by
                  Nasdaq on the immediately preceding day such bid and asked
                  prices were quoted; and

           (iii)  NOT TRADED. If, on the relevant date, the Shares are not
                  publicly traded as described in (i) or (ii), on the basis of
                  the good faith determination of the Committee, based on all
                  relevant facts and circumstances including any recent sales or
                  purchases of the stock.

        (q)   "INCENTIVE STOCK OPTION" or "ISO" means an option to purchase
              Shares granted under the Plan which is designated as an Incentive
              Stock Option and is intended to meet the requirements of Section
              422 of the Code.

        (r)  "INITIAL VALUE" means, with respect to a Corresponding SAR, the
             Option Price per share of the related Option, and with respect to
             an SAR granted independently of an Option, the Fair Market Value of
             one share of Common Stock on the date of grant.
-9-

        (s)  "INSIDER" shall mean an Employee who is, on the relevant date, an
             officer or a director, or a ten percent (10%) beneficial owner of
             any class of the Company's equity securities that is registered
             pursuant to Section 12 of the Exchange Act or any successor
             provision, as "officer" and "director" are defined under Section 16
             of the Exchange Act.

        (t)  "NAMED EXECUTIVE OFFICER" means a Participant who, as of the date
             of vesting and/or payout of an Award is one of the group of
             "covered employees," as defined in the regulations promulgated
             under Code Section 162(m), or any successor statute.

        (u)  "NONQUALIFIED STOCK OPTION" or "NQSO" means an option to purchase
             Shares granted under the Plan, and which is not intended to meet
             the requirements of Code Section 422.

        (v)  "OPTION" means an Incentive Stock Option or a Nonqualified Stock
             Option.

        (w)  "OPTION PRICE" means the price at which a Share may be purchased by
             a Participant pursuant to an Option, as determined by the
             Committee.

        (x)  "PARTICIPANT" means an Employee, a Director, a consultant or other
             person who performs services for the Company or a Subsidiary, who
             has been determined by the Committee to contribute significantly to
             the profits or growth of the Company and who has been granted an
             Award under the Plan which is outstanding.

        (y)  "PERFORMANCE SHARE AWARD" means an Award, which, in accordance with
             and subject to an Agreement, will entitle the Participant, or his
             estate or beneficiary in the event of the Participant's death, to
             receive cash, Common Stock or a combination thereof.

        (z)  "PERSON" shall have the meaning ascribed to such term in Section
             3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d)
             thereof, including a "group" as defined in 13(d) thereof.

       (aa)  "RETIREMENT" shall mean retiring from employment with the Company
             or any Subsidiary on or after attaining age 65.

       (bb)  "RESTRICTED STOCK" means an Award of Common Stock granted in
             accordance with the terms of the Plan, and which is nontransferable
             and subject to a substantial risk of forfeiture. Shares of Common
             Stock shall cease to be Restricted Stock when, in accordance with
             the terms hereof and the applicable Agreement, they become
             transferable and free of substantial risk of forfeiture.

       (cc)  "SAR" means a stock appreciation right that entitles the holder to
             receive, with respect to each share of Common Stock encompassed by
             the exercise of such SAR, the amount determined by the Committee
             and specified in an Agreement.  In the absence of such
             specification, the holder shall be entitled to receive in cash,
             with respect to each share of Common Stock encompassed by the
             exercise of such SAR, the excess of the Fair Market Value on the
             date of exercise over the Initial Value. References to "SARs"
             include both Corresponding SARs and SARs granted independently of
             Options, unless the context requires otherwise.

       (dd)  "SHARES" means the shares of Common Stock of the Company (including
             any new, additional or different stock or securities resulting from
             the changes described in Section 4.3).

       (ee)  "STOCK AWARD" means a grant of Shares under the Plan that is not
             generally subject to restrictions and pursuant to which a
             certificate for the Shares is transferred to the Employee.

       (ff)  "SUBSIDIARY" means any company during any period in which it is a
             "subsidiary corporation" (as that term is defined in Code Section
             424(f)) with respect to the Company.
-10-

ARTICLE 3.    ADMINISTRATION

         3.1  THE COMMITTEE. The Plan shall be administered by the Board of
Directors or by a Committee designated by the Board from its members, or by any
other committee or subcommittee appointed by the Board that is granted authority
to administer the Plan (the "Committee"). The members of the Committee shall be
appointed from time to time by, and shall serve at the discretion of, the Board
of Directors.

         3.2  AUTHORITY OF THE COMMITTEE. Subject to the provisions of the Plan,
the Committee shall have full power to select the Employees, Directors,
consultants and other persons who perform services for the Company or a
Subsidiary, who are responsible for the future growth and success of the Company
who shall participate in the Plan (who may change from year to year); determine
the size and types of Awards; determine the terms and conditions of Awards in a
manner consistent with the Plan (including conditions on the exercisability of
all or a part of an Option or SAR, restrictions on transferability and vesting
provisions on Restricted Stock or Performance Share Awards and the duration of
the Awards); construe and interpret the Plan and any agreement or instrument
entered into under the Plan; establish, amend or waive rules and regulations for
the Plan's administration; and (subject to the provisions of Article 12) amend
the terms and conditions of any outstanding Award to the extent such terms and
conditions are within the discretion of the Committee as provided in the Plan,
including accelerating the time any Option or SAR may be exercised and
establishing different terms and conditions relating to the effect of the
termination of employment or other services to the Company. Further, the
committee shall make all other determinations which may be necessary or
advisable in the Committee's opinion for the administration of the Plan. All
expenses of administering this Plan shall be borne by the Company.

         3.3  DECISIONS BINDING. All determinations and decisions made by the
Committee pursuant to the provisions of the Plan and all related orders and
resolutions of the Board shall be final, conclusive and binding on all Persons,
including the Company, the shareholders, Employees, Participants and their
estates and beneficiaries.

ARTICLE 4.    SHARES SUBJECT TO THE PLAN

         4.1  NUMBER OF SHARES. (a) Subject to adjustment as provided in Section
4.3, the aggregate number of Shares available for grants of Awards under the
Plan shall not exceed (i) 30,000,000 plus (ii) the additional Shares described
in (b) below, provided, however, that no more than 30,000,000 Shares of Common
Stock may be issued hereunder pursuant to the exercise of ISOs.

         (b)  As of January 1 of each year, commencing with the year 2001, the
aggregate number of Shares that may be awarded under the Plan shall
automatically increase by a number equal to the lesser of (i) 5% of the total
number of Shares then outstanding or (ii) 5,000,000 Shares. The Shares may, in
the discretion of the Company, be either authorized but unissued Shares or
Shares held as treasury shares, including Shares purchased by the Company,
whether on the market or otherwise. The following rules shall apply for purposes
of the determination of the number of Shares available for grant under the Plan:

        (1)  The grant of an Option, SAR, Stock Award, Restricted Stock Award
             or Performance Share Award shall reduce the Shares available for
             grant under the Plan by the number of Shares subject to such Award.

        (2)  While an Option, SAR, Stock Award, Restricted Stock Award or
             Performance Share Award is outstanding, it shall be counted against
             the authorized pool of Shares, regardless of its vested status.

         4.2  LAPSED AWARDS. If any Award granted under this Plan is canceled,
terminates, expires or lapses for any reason, or if Shares are withheld in
payment of the Option Price or for withholding taxes, any Shares subject to such
Award or that are withheld shall again be available for the grant of an Award
under the Plan. However, in the event that prior to the Award's cancellation,
termination, expiration or lapse, the holder of the Award at any time received
one or more "benefits of ownership" pursuant to such Award (as defined by the
Securities and Exchange Commission, pursuant to any rule or interpretation
promulgated under Section 16 of the Exchange Act), the Shares subject to such
Award shall not again be made available for regrant under the Plan.
-11-

         4.3  ADJUSTMENTS IN AUTHORIZED SHARES. In the event of any change in
corporate capitalization, such as a stock split, or a corporate transaction,
such as an merger, consolidation, separation, including a spin-off, or other
distribution of stock or property of the Company, any reorganization (whether or
not such reorganization comes within the definition of such term in Code Section
368) or any partial or complete liquidation of the Company, such adjustment
shall be made in the number and class of Shares which may be delivered under the
Plan, and in the number and class of and/or price of Shares subject to
outstanding Awards granted under the Plan, as may be determined to be
appropriate and equitable by the Committee, in its sole discretion, to prevent
dilution or enlargement of rights; provided, however, that the number of Shares
subject to any Award shall always be a whole number and the Committee shall make
such adjustments as are necessary to insure Awards of whole Shares.

ARTICLE 5.    ELIGIBILITY AND PARTICIPATION

         Any key Employee of the Company or any Subsidiary, including any such
Employee who is also a director of the Company or any Subsidiary, any
non-employee Director, and any consultant or other person who performs services
of the Company or a Subsidiary, whose judgment, initiative and efforts
contribute or may be expected to contribute materially to the successful
performance of the Company or any Subsidiary shall be eligible to receive an
Award under the Plan. In determining the individuals to whom such an Award shall
be granted and the number of Shares which may be granted pursuant to that Award,
the Committee shall take into account the duties of the respective individual,
his or her present and potential contributions to the success of the Company or
any Subsidiary, and such other factors as the Committee shall deem relevant in
connection with accomplishing the purpose of the Plan.

ARTICLE 6.    STOCK OPTIONS

         6.1  GRANT OF OPTIONS. Subject to the terms and provisions of the Plan,
Options may be granted to Participants at any time and from time to time as
shall be determined by the Committee. The Committee shall have discretion in
determining the number of Shares subject to Options granted to each Participant.
An Option may be granted with or without a Corresponding SAR. No Participant may
be granted ISOs (under the Plan and all other incentive stock option plans of
the Company and any Subsidiary) which are first exercisable in any calendar year
for Common Stock having an aggregate Fair Market Value (determined as of the
date an Option is granted) that exceeds $100,000. The preceding annual limit
shall not apply to NQSOs. The Committee may grant a Participant ISOs, NQSOs or a
combination thereof, and may vary such Awards among Participants; provided that
only an Employee may be granted ISOs.

         6.2   AGREEMENT. Each Option grant shall be evidenced by an Agreement
that shall specify the Option Price, the duration of the Option, the number of
Shares to which the Option pertains and such other provisions as the Committee
shall determine. The Option Agreement shall further specify whether the Award is
intended to be an ISO or an NQSO. Any portion of an Option that is not
designated as an ISO or otherwise fails or is not qualified as an ISO (even if
designated as an ISO) shall be a NQSO. If the Option is granted in connection
with a Corresponding SAR, the Agreement shall also specify the terms that apply
to the exercise of the Option and Corresponding SAR.

         6.3   OPTION PRICE. The Option Price for each grant of an ISO shall not
be less than one hundred percent (100%) of the Fair Market Value of a Share on
the date the Option is granted. In no event, however, shall any Participant who
owns (within the meaning of Section 424(d) of the Code) stock of the Company
possessing more than ten percent (10%) of the total combined voting power of all
classes of stock of the Company be eligible to receive an ISO at an Option Price
less than one hundred ten percent (110%) of the Fair Market Value of a share on
the date the ISO is granted. The Option Price for each grant of an NQSO shall be
established by the Committee and, in its discretion, may be less than the Fair
Market Value of a Share on the date the Option is granted.

         6.4   DURATION OF OPTIONS. Each Option shall expire at such time as the
Committee shall determine at the time of grant; provided, however, that no
option shall be exercisable later than the tenth (10th) anniversary date of its
grant; provided, further, however, that any ISO granted to any Participant who
at such time owns (within the meaning of Section 424(d) of the Code) stock of
the Company possessing more than ten percent (10%) of the total combined voting
power of all classes of stock of the Company, shall not be exercisable later
than the fifth (5th) anniversary date of its grant.
-12-

         6.5   EXERCISE OF OPTIONS. Options granted under the Plan shall be
exercisable at such times and be subject to such restrictions and conditions as
the Committee shall in each instance approve, including conditions related to
the employment of the Participant with the Company or any Subsidiary, which need
not be the same for each grant or for each Participant. Each Option shall be
exercisable for such number of Shares and at such time or times, including
periodic installments, as may be determined by the Committee at the time of the
grant. The Committee may provide in the Agreement for automatic accelerated
vesting and other rights upon the occurrence of a Change in Control of the
Company. Except as otherwise provided in the Agreement, the right to purchase
Shares that are exercisable in periodic installments shall be cumulative so that
when the right to purchase any Shares has accrued, such Shares or any part
thereof may be purchased at any time thereafter until the expiration or
termination of the Option. The exercise or partial exercise of either an Option
or its Corresponding SAR shall result in the termination of the other to the
extent of the number of Shares with respect to which the Option or Corresponding
SAR is exercised.

         6.6   PAYMENT. Options shall be exercised by the delivery of a written
notice of exercise to the Company, setting forth the number of Shares with
respect to which the Option is to be exercised, accompanied by full payment for
the Shares. The Option Price upon exercise of any Option shall be payable to the
Company in full, either: (a) in cash, (b) cash equivalent approved by the
Committee, (c) if approved by the Committee, by delivering (on a form prescribed
by the Company) a full-recourse promissory note (however, the par value of the
Shares being purchased under the Plan, if newly issued, shall be paid in cash or
cash equivalents), (d) if approved by the Committee, by tendering previously
acquired Shares (or delivering a certification of ownership of such Shares)
having an aggregate Fair Market Value at the time of exercise equal to the total
Option Price (provided that the Shares which are tendered must have been held by
the Participant for six months, if required for accounting purposes, and for the
period required by law, if any, prior to their tender to satisfy the Option
Price), or (e) by a combination of (a), (b), (c) and (d). The Committee also may
allow cashless exercises as permitted under Federal Reserve Board's Regulation
T, subject to applicable securities law restriction, or by any other means which
the Committee determines to be consistent with the Plan's purpose and applicable
law. As soon as practicable after receipt of a written notification of exercise
and full payment, the Company shall deliver to the Participant, in the
Participant's name, Share certificates in an appropriate amount based upon the
number of Shares purchased under the Options(s), and may place appropriate
legends on the certificates representing such Shares.

         6.7   LIMITED TRANSFERABILITY. If permitted by the Committee in the
Agreement, a Participant may transfer an Option granted hereunder, including but
not limited to, transfer to members of his or her Immediate Family (as defined
below), to one or more trusts for the benefits of such Immediate Family members,
or to one or more partnerships where such Immediate Family members are the only
partners, if (i) the Participant does not receive any consideration in any form
whatsoever for such transfer, (ii) such transfer is permitted under applicable
lax laws, and (iii) the Participant is an Insider, such transfer is permitted
under Rule 16b-3 of the Exchange Act as in effect from time to time. Any Option
so transferred shall continue to be subject to the same terms and conditions in
the hands of the transferee as were applicable to said Option immediately prior
to the transfer thereof. Any reference in any such Agreement to the employment
by or performance of services for the Company by the Participant shall continue
to refer to the employment of, or performance by, the transferring Participant.
For purposes hereof, "Immediate Family" shall mean the Participant and the
Participant's spouse, children and grandchildren. Any Option that is granted
pursuant to any Agreement that did not initially expressly allow the transfer of
said Option and that has not been amended to expressly permit such transfer,
shall not be transferable by the Participant other than by will or by the laws
of descent and distribution and such Option thus shall be exercisable in the
Participant's lifetime only by the Participant.

        6.8   SHAREHOLDER RIGHTS.  No Participant shall have any rights as a
shareholder with respect to Shares subject to his Option until the issuance of
such Shares to the Participant pursuant to the exercise of such Option.

ARTICLE 7.    STOCK APPRECIATION RIGHTS

        7.1   GRANTS OF SARs. The Committee shall designate Participants to whom
SARs are granted, and will specify the number of Shares of Common Stock subject
to each grant. An SAR may be granted with or without a related Option. All SARs
granted under this Plan shall be subject to an Agreement in accordance with the
terms of this Plan. A payment to the Participant upon the exercise of a
Corresponding SAR may not be more than the difference between the Fair Market
Value of the Shares subject to the ISO on the date of grant and the Fair Market
Value of the Shares on the date of exercise of the Corresponding SAR.
-13-

        7.2   DURATION OF SARs. The duration of an SAR shall be set forth in the
Agreement as determined by the Committee. An SAR that is granted as a
Corresponding SAR shall have the same duration as the Option to which it
relates. An SAR shall terminate due to the Participant's termination of
employment at the same time as the date specified in Article 6 with respect to
Options, regardless of whether the SAR was granted in connection with the grant
of an Option.

        7.3   EXERCISE OF SAR. An SAR may be exercised in whole at any time or
in part from time to time and at such times and in compliance with such
requirements as the Committee shall determine as set forth in the Agreement;
provided, however, that a Corresponding SAR that is related to an Incentive
Stock Option may be exercised only to the extent that the related Option is
exercisable and only when the Fair Market Value of the Shares exceeds the Option
Price of the related ISO. An SAR granted under this Plan may be exercised with
respect to any number of whole shares less than the full number of shares for
which the SAR could be exercised. A partial exercise of an SAR shall not affect
the right to exercise the SAR from time to time in accordance with this Plan and
the applicable Agreement with respect to the remaining shares subject to the
SAR. The exercise of either an Option or Corresponding SAR shall result in the
termination of the other to the extent of the number of Shares with respect to
which the Option or its Corresponding SAR is exercised.

        7.4   DETERMINATION OF PAYMENT OF CASH AND/OR COMMON STOCK UPON EXERCISE
OF SAR. At the Committee's discretion, the amount payable as a result of the
exercise of an SAR may be settled in cash, Common Stock, or a combination of
cash and Common Stock. A fractional share shall not be deliverable upon the
exercise of an SAR, but a cash payment shall be made in lieu thereof.

        7.5   NONTRANSFERABILITY. Each SAR granted under the Plan shall be
nontransferable except by will or by the laws of descent and distribution.
During the lifetime of the Participant to whom the SAR is granted, the SAR may
be exercised only by the Participant. No right or interest of a Participant in
any SAR shall be liable for, or subject to any lien, obligation or liability of
such Participant. A Corresponding SAR shall be subject to the same restrictions
on transfer as the ISO to which it relates. Notwithstanding the foregoing, if
that Agreement so provides, a Participant may transfer an SAR (other than a
Corresponding SAR that relates to an Incentive Stock Option) under the same
rules and conditions as are set forth in Section 6.7.

        7.6   SHAREHOLDER RIGHTS.  No Participant shall have any rights as a
shareholder with respect to Shares subject to an SAR until the issuance of
Shares (if any) to the Participant pursuant to the exercise of such SAR.

ARTICLE 8.    RESTRICTED STOCK; STOCK AWARDS

        8.1   GRANTS. The Committee may from time to time in its discretion
grant Restricted Stock and Stock Awards to Participants and may determine the
number of Shares of Restricted Stock or Stock Awards to be granted. The
Committee shall determine the terms and conditions of, and the amount of
payment, if any, to be made by the Employee for such Shares or Restricted Stock.
A grant of Restricted Stock may, in addition to other conditions, require the
Participant to pay for such Shares of Restricted Stock, but the Committee may
establish a price below Fair Market Value at which the Participant can purchase
the Shares of Restricted Stock. Each grant of Restricted Stock shall be
evidenced by an Agreement containing terms and conditions not inconsistent with
the Plan as the Committee shall determine to be appropriate in its sole
discretion.

        8.2   RESTRICTED PERIOD; LAPSE OF RESTRICTIONS. At the time a grant of
Restricted Stock is made, the Committee shall establish a period or periods of
time (the "Restricted Period") applicable to such grant which, unless the
Committee otherwise provides, shall not be less than one year. Subject to the
other provisions of this Article 8, at the end of the Restricted Period all
restrictions shall lapse and the Restricted Stock shall vest in the Participant.
At the time a grant is made, the Committee may, in its discretion, prescribe
conditions for the incremental lapse of restrictions during the Restricted
Period and for the lapse or termination of restrictions upon the occurrence of
other conditions in addition to or other than the expiration of the Restricted
Period with respect to all or any portion of the Restricted Stock. Such
conditions may, but need not, include the following:

        (a)   The death, Disability or Retirement of the Employee to whom
              Restricted Stock is granted, or

        (b)   The occurrence of a Change in Control (as defined in Section 11.1)

The Committee may also, in its discretion, shorten or terminate the Restricted
Period, or waive any conditions for the lapse or termination of restrictions
with respect to all or any portion of the Restricted Stock at any time after the
date the grant is made.
-14-

        8.3   RIGHTS OF HOLDER; LIMITATIONS THEREON. Upon a grant of Restricted
Stock, a stock certificate (or certificates) representing the number of Shares
of Restricted Stock granted to the Participant shall be registered in the
Participant's name and shall be held in custody by the Company or a bank
selected by the Committee for the Participant's account. Following such
registration, the Participant shall have the rights and privileges of a
shareholder as to such Restricted Stock, including the right to receive
dividends, if and when declared by the Board of Directors, and to vote such
Restricted Stock, except that the right to receive cash dividends shall be the
right to receive such dividends either in cash currently or by payment in
Restricted Stock, as the Committee shall determine, and except further that,
following restrictions shall apply:

        (a)   The Participant shall not be entitled to delivery of a certificate
              until the expiration or termination of the Restricted Period for
              the Shares represented by such certificate and the satisfaction of
              any and all other conditions prescribed by the Committee;

        (b)   None of the shares of Restricted Stock may be sold, transferred,
              assigned, pledged, or otherwise encumbered or disposed of during
              the Restricted Period and until the satisfaction of any and all
              other conditions prescribed by the Committee; and

        (c)   All of the Shares of Restricted Stock that have not vested shall
              be forfeited and all rights of the Participant to such Shares of
              Restricted Stock shall terminate without further obligation on the
              part of the Company, unless the Participant has remained an
              employee of (or non-Employee Director of or active consultant
              providing services to) the Company or any of its Subsidiaries,
              until the expiration or termination of the Restricted Period and
              the satisfaction of any and all other conditions prescribed by
              the Committee applicable to such Shares of Restricted Stock. Upon
              the forfeiture of any Shares of Restricted Stock, such forfeited
              Shares shall be transferred to the Company without further action
              by the Participant and shall, in accordance with Section 4.2,
              again be available for grant under the Plan. If the Participant
              paid any amount for the Shares of Restricted Stock that are
              forfeited, the Company shall pay the Participant the lesser of the
              Fair Market Value of the Shares on the date they are forfeited or
              the amount paid by the Participant.

        With respect to any Shares received as a result of adjustments under
Section 4.3 hereof and any Shares received with respect to cash dividends
declared on Restricted Stock, the Participant shall have the same rights and
privileges, and be subject to the same restrictions, as are set forth in this
Article 8.

        8.4   DELIVERY OF UNRESTRICTED SHARES. Upon the expiration or
termination of the Restricted Period for any Shares of Restricted Stock and the
satisfaction of any and all other conditions prescribed by the Committee, the
restrictions applicable to such Shares of Restricted Stock shall lapse and a
stock certificate for the number of Shares of Restricted Stock with respect to
which the restrictions have lapsed shall be delivered, free of all such
restrictions except any that may be imposed by law, to the holder of the
Restricted Stock. The Company shall not be required to deliver any fractional
Share but will pay, in lieu thereof, the Fair Market Value (determined as of the
date the restrictions lapse) of such fractional Share to the holder thereof.
Concurrently with the delivery of a certificate for Restricted Stock, the holder
shall be required to pay an amount necessary to satisfy any applicable federal,
state and local tax requirements as set out in Article 13 below.

         8.5   NONEASSIGNABILITY OF RESTRICTED STOCK. Unless the Committee
provides otherwise in the Agreement, no grant of, nor any right or interest of a
Participant in or to, any Restricted Stock, or in any instrument evidencing any
grant of Restricted Stock under the Plan, may be assigned, encumbered or
transferred except, in the event of the death of a Participant, by will or the
laws of descent and distribution.

ARTICLE 9.    PERFORMANCE SHARE AWARDS

        9.1   AWARD. The Committee may designate Participants to whom
Performance Share Awards will be granted from time to time for no consideration
and specify the number of shares of Common Stock covered by the Award.
-15-

        9.2   EARNING THE AWARD. A Performance Stock Award, or portion thereof,
will be earned, and the Participant will be entitled to receive Common Stock, a
cash payment or a combination thereof, only upon the achievement by the
Participant, the Company, or a Subsidiary of such performance objectives as the
Committee, in its discretion, shall prescribe on the date of grant. To the
extent required, the performance objectives applicable to awards to Named
Executive Officers intended to qualify under Code Section 162(m) shall be
selected from among the following measures: return on equity or assets, earning
per share, total earnings, earnings growth, return on capital, profit before
taxes, profit after taxes, economic value added and increase in Fair Market
Value of the Shares. The determination as to whether such objectives have been
achieved shall be made by the Committee, and such determination shall be
conclusive; provided, however, that the period in which such performance is
measured shall be at least one year.

        The Committee may in determining whether performance targets have been
met adjust the Company's financial results to exclude the effect of unusual
charges or income items or other events, including acquisitions or dispositions
of businesses or assets, restructurings, reductions in force, currency
fluctuations or changes in accounting, which are distortive of financial results
(either on a segment or consolidated basis); provided, that for purposes of
determining the Performance Share Awards of Named Executive Officers, the
Committee shall exclude unusual items whose exclusion has the effect of
increasing income or earnings if such items constitute "extraordinary items"
under generally accepted accounting principles or are significant unusual items.
In addition, the Committee will adjust its calculations to exclude the effect on
financial results of changes in the Code or other tax laws, or the regulations
relating thereto.

        9.3   PAYMENT. In the discretion of the Committee, the amount payable
when a Performance Share Award is earned may be settled in cash, by the grant of
Common Stock or a combination of cash and Common Stock. The aggregate Fair
Market Value of the Common Stock received by the Participant pursuant to a
Performance Share Award, together with any cash paid to the Participant, shall
be equal to the aggregate Fair Market Value, on the date the Performance Shares
are earned, of the number of Shares of Common Stock equal to each Performance
Share earned. A fractional Share will not be deliverable when a Performance
Share Award is earned, but a cash payment will be made in lieu thereof.

        9.4   SHAREHOLDER RIGHTS. No Participant shall have, as a result of
receiving a Performance Share Award, any rights as a shareholder until and to
the extent that the Performance Shares are earned and Common Stock is
transferred to such Participant. If the Agreement so provides, a Participant may
receive a cash payment equal to the dividends that would have been payable with
respect to the number of Shares of Common Stock covered by the Award between (a)
the date that the Performance Shares are awarded and (b) the date that a
transfer of Common Stock to the Participant, cash settlement, or combination
thereof is made pursuant to the Performance Share Award. A Participant may not
sell, transfer, pledge, exchange, hypothecate, or otherwise dispose of a
Performance Share Award or the right to receive Common Stock thereunder other
than by will or the laws of descent and distribution. After a Performance Share
Award is earned and paid in Common Stock, a Participant will have all the rights
of a shareholder with respect to the Common Stock so awarded.

ARTICLE 10.    RIGHTS OF EMPLOYEES

        10.1   EMPLOYMENT. Nothing in the Plan shall interfere with or limit in
any way the right of the Company or a Subsidiary to terminate any Participant's
employment by, or performance of services for, the Company at any time, nor
confer upon any Participant any right to continue in the employ or service of
the Company or a Subsidiary. For purposes of the Plan, transfer of employment of
a Participant between the Company and any one of its Subsidiaries (or between
Subsidiaries) shall not be deemed a termination of employment.

        10.2   PARTICIPATION. No Employee shall have the right to be selected to
receive an Award under this Plan, or, having been so selected, to be selected to
receive a future Award.
-16-

ARTICLE 11.    CHANGE IN CONTROL

        11.1   DEFINITION.  For purposes of the Plan, a "Change in Control"
means any of the following events:

        (a)  The acquisition (other than from the Company) by any Person of
             Beneficial Ownership of fifty percent (50%) or more of the combined
             voting power of the Company's then outstanding voting securities;
             provided, however, that for purposes of this Section 11.1, Person
             shall not include any person who on the date hereof owns 25% or
             more of the Company's outstanding securities, and a Change in
             Control shall not be deemed to occur solely because fifty percent
             (50%) or more of the combined voting power of the Company's then
             outstanding securities is acquired by (i) a trustee or other
             fiduciary holding securities under one or more employee benefits
             plans maintained by the Company or any of its subsidiaries, or (ii)
             any corporation, which, immediately prior to such acquisition, is
             owned directly or indirectly by the shareholders of the Company in
             the same proportion as their ownership of stock in the Company
             immediately prior to such acquisition.

        (b)  Approval by shareholders of the Company of (1) a merger or
             consolidation involving the Company if the shareholders of the
             Company, immediately before such merger or consolidation do not, as
             a result of such merger or consolidation, own, directly or
             indirectly, more than fifty percent (50%) of the combined voting
             power of the then outstanding voting securities of the corporation
             resulting from such merger or consolidation in substantially the
             same proportion as their ownership of the combined voting power of
             the voting securities of the Company outstanding immediately before
             such merger or consolidation, or (2) a complete liquidation or
             dissolution of the Company or an agreement for the sale or other
             disposition of all or substantially all of the assets of the
             Company (other than in an initial public offering of the Company's
             Common Stock.

        (c)  When, during any period of 24 consecutive months, the individuals
             who, at the beginning of such period, constitute the Board (the
             "Incumbent Directors") cease for any reason other than death to
             constitute at least a majority thereof, provided that a director
             who was not a director at the beginning of such 24-month period
             shall be deemed to have satisfied such 24-month requirement (and be
             an Incumbent Director) if such director was elected by, or on the
             recommendation of or with the approval of, at least two-thirds of
             the directors who then qualified as Incumbent Directors either
             actually (because they were directors at the beginning of such
             24-month period) or by prior operation of this paragraph (c).

        11.2   CERTAIN PARACHUTE PAYMENTS: A payment that would otherwise
constitute a "parachute payment" under Section 280G(b)(2) of the Code shall not,
to the extent permitted by such Section 280G and the regulations thereunder, be
considered a parachute payment if such payment is approved by a shareholder vote
of more than 75% of the voting power of all outstanding Shares of the Company.

ARTICLE 12.    AMENDMENT, MODIFICATION AND TERMINATION

        12.1   AMENDMENT, MODIFICATION AND TERMINATION. The Board may, at any
time and from time to time, alter, amend, suspend or terminate the Plan in whole
or in part; provided, that, unless approved by the holders of a majority of the
total number of Shares of the Company represented and voted at a meeting at
which a quorum is present, no amendment shall be made to the Plan if such
amendment would (a) materially modify the eligibility requirements provided in
Article 5; (b) increase the total number of Shares (except as provided in
Section 4.3) which may be granted under the Plan; (c) extend the term of the
Plan; or (d) amend the Plan in any other manner which the Board, in its
discretion, determines should become effective only if approved by the
shareholders even if such shareholder approval is not expressly required by the
Plan or by law.

        12.2   AWARDS PREVIOUSLY GRANTED. No termination, amendment or
modification of the Plan shall adversely affect in any material way any Award
previously granted under the Plan, without the written consent of the
Participant holding such Award. The Committee shall, with the written consent of
the Participant holding such Award, have the authority to cancel Awards
outstanding and grant replacement Awards therefore.

        12.3   COMPLIANCE WITH CODE SECTION 162(M). At all times when the
  Committee determines that compliance with Code Section 162(m) is required or
  desired, all Awards granted under this Plan to Named Executive Officers shall
  comply with the requirements of Code Section 162(m). In addition, in the event
  that changes are made to Code Section 162(m) to permit greater flexibility
  with respect to any Award or Awards under the Plan, the Committee may, subject
  to this Article 12, make any adjustments it deem appropriate.
-17-

ARTICLE 13.    WITHHOLDING

        13.1   TAX WITHHOLDING. The Company shall have the power and the right
to deduct or withhold, or require a Participant to remit to the Company, an
amount sufficient to satisfy federal, state and local taxes (including the
Participant's FICA obligation) required by law to be withheld with respect to
any taxable event arising in connection with an Award under this Plan.

        13.2   SHARE WITHHOLDING. With respect to withholding required upon the
exercise of Options, or upon any other taxable event arising as a result of
Awards granted hereunder which are to be paid in the form of Shares,
Participants may elect, subject to the approval of the Committee, to satisfy the
withholding requirement, in whole or in part, by having the Company withhold
Shares having a Fair Market Value on the date the tax is to be determined equal
to the minimum statutory total tax which could be imposed on the transaction.
All elections shall be irrevocable, made in writing, signed by the Participant,
and elections by Insiders shall additionally comply with all legal requirements
applicable to Share transactions by such Participants.

ARTICLE 14.    INDEMNIFICATION

        Each person who is or shall have been a member of the Committee, or the
Board, shall be indemnified and held harmless by the Company against and from
any loss, cost, liability or expense that may be imposed upon or reasonably
incurred by him or her in connection with or resulting from any claim, action,
suit or proceeding to which he or she may be a party or in which he or she may
be involved by reason of any action taken or failure to act under the Plan and
against and from any and all amounts paid by him or her in settlement thereof,
with the Company's approval, or paid by him in satisfaction of any judgment in
any such action, suit, or proceeding against him, provided he shall give the
Company an opportunity, at its own expense, to handle and defend the same before
he undertakes to handle and defend it on his own behalf. The foregoing right of
indemnification shall be in addition to any other rights of indemnification to
which such person may be entitled under the Company's Articles of Incorporation
or Bylaws, as a matter of law, or otherwise, or any power that the Company may
have to indemnify them or hold them harmless.

ARTICLE 15.    SUCCESSORS

        All obligations of the Company under the Plan, with respect to Awards
granted hereunder, shall be binding on any successor to the Company, whether the
existence of such successor is the result of a direct or indirect purchase,
merger, consolidation or otherwise, of all or substantially all of the business
and/or assets of the Company.

ARTICLE 16.    LEGAL CONSTRUCTION

        16.1  GENDER AND NUMBER. Except when otherwise indicated by the context,
any masculine term used herein shall also include the feminine; the plural shall
include the singular and the singular shall include the plural.

        16.2  SEVERABILITY. If any provision of the Plan shall be held illegal
or invalid for any reason, the illegality or invalidity shall not affect the
remaining parts of the Plan, and the Plan shall be construed and enforced as if
the illegal or invalid provision had not been included.

        16.3  REQUIREMENTS OF LAW. The granting of Awards and the issuance of
Shares under the Plan shall be subject to all applicable laws, rules and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required.

        16.4  REGULATORY APPROVALS AND LISTING. The Company shall not be
required to issue any certificate or certificates for Shares under the Plan
prior to (i) obtaining any approval from any governmental agency which the
Company shall, in its discretion, determine to be necessary or advisable, (ii)
the admission of such shares to listing on any national securities exchange or
Nasdaq on which the Company's Shares may be listed, and (iii) the completion of
any registration or other qualification of such Shares under any state or
federal law or ruling or regulation of any governmental body which the Company
shall, in its sole discretion, determine to be necessary or advisable.

        Notwithstanding any other provision set forth in the Plan, if required
by the then-current Section 16 of the Exchange Act, any "derivative security" or
"equity security" offered pursuant to the Plan to any Insider may not be sold or
transferred for at least six (6) months after the date of grant of such Award.
The terms "equity security" and "derivative security" shall have the meanings
ascribed to them in the then-current Rule 16(a) under the Exchange Act.
-18-

        16.5  SECURITIES LAW COMPLIANCE. With respect to Insiders, transactions
under this Plan are intended to comply with all applicable conditions of Rule
16b-3 or its successors under the Exchange Act. To the extent any provision of
the Plan or action by the Committee fails to so comply, it shall be deemed null
and void, to the extent permitted by law and deemed advisable by the Committee.

        16.6  GOVERNING LAW. To the extent not preempted by Federal law, the
Plan, and all agreements hereunder, shall be construed in accordance with and
governed by the laws of the State of Delaware.
-19-

                                   EXHIBIT 5

September 25, 2001

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

           9,717,821 Shares of Common Stock of Hewlett-Packard Company
       offered pursuant to the StorageApps Inc. 2000 Stock Incentive 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
9,717,821 shares of the Company's Common Stock (the "Shares") pursuant to the
terms of the StorageApps Inc. 2000 Stock Incentive Plan (the "Plan"). 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, of which 4,500,000 shares are designated as Series A
Participating Preferred Stock, and 9,600,000,000 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 9,717,821 shares of the Common Stock of the Company
pursuant to the Plan have been duly taken and, when issued pursuant to the Plan,
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
-19-

                                  EXHIBIT 23.1

               CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

        We consent to the incorporation by reference in this Registration
Statement on Form S-8 pertaining to the StorageApps Inc. 2000 Stock Incentive
Plan of our report dated November 15, 2000, with respect to the consolidated
financial statements and schedule of Hewlett-Packard Company in its Annual
Report on Form 10-K for the year ended October 31, 2000, filed with the
Securities and Exchange Commission.

                                       /s/ Ernst & Young
                                       -------------------------
                                       Ernst & Young
                                         San Jose, California
                                         September 25, 2001