Headnote

Process for Exemptive Relief Applications in Multiple Jurisdictions – Relief from registration and prospectus requirements for trades in common shares of the filer in connection with the exercise of certain options - options were granted to employees of another company - the parent of that company and the filer merged and the filer assumed the outstanding and unvested options - exemptions in National Instrument 45-106 Prospectus and Registration Exemptions (NI 45-106) are not available as the options were not issued by the filer and not all option holders are current employees of the filer.

Relief from the registration requirement for first trades in the common shares issued upon the exercise of the options - the exemption in s. 2.28 of NI 45-106 is not available as the filer is a reporting issuer in Quebec as a result of a previous merger transaction - the filer has a de minimis presence in Canada - all trades must be made through an exchange, or a market, outside of Canada or to a person or company outside of Canada.

Statutes Cited

Securities Act, R.S.O. 1990, c.S.5, as am. ss. 25, 53 and 74(1)

Instruments Cited

National Instrument 45-102 Resale of Securities

National Instrument 45-106 Prospectus and Registration Exemptions

September 19, 2008

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ontario

(the Jurisdiction)

and

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

HEWLETT-PACKARD COMPANY

(the Filer)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer for a decision under the securities legislation of the Jurisdiction (the Legislation) that:

(a) the dealer registration requirement and the prospectus requirement do not apply to a trade by the Filer in common shares of the Filer (Common Shares) to EDS Option Holders (as defined below), or their legal representatives or permitted transferees, in accordance with the terms and conditions of the EDS Options (as defined below) (the Exercise Requested Relief); and

(b) the dealer registration requirement does not apply to the first trade in the Common Shares issued upon the exercise of the EDS Options (the First Trade Registration Relief) (the Exercise Requested Relief and the First Trade Registration Relief, collectively, the Exemption Sought).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

(a) the Ontario Securities Commission is the principal regulator for this application; and

(b) the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied on in British Columbia, Alberta, Saskatchewan, Manitoba, Quebec and Nova Scotia (with Ontario, the Jurisdictions).

Interpretation

Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.

Representations

This decision is based on the following facts represented by the Filer:

1. The Filer is a corporation incorporated under the laws of Delaware and is not a reporting issuer in any jurisdiction in Canada except Quebec. The Filer is subject to the reporting requirements of the Securities Exchange Act of 1934.

2. The authorized share capital of the Filer consists of 9,600,000,000 Common Shares with a par value of US$0.01 each and 300,000,000 shares of preferred stock with a par value of US$0.01 each. As at May 31, 2008 there were 2,466,191,046 Common Shares and no shares of preferred stock of the Filer issued and outstanding.

3. The Common Shares are listed on the New York Stock Exchange.

4. As at May 31, 2008, residents of Canada did not own, directly or indirectly, more than 10 percent of the outstanding Common Shares and did not represent in number more than 10 percent of the total number of owners, directly or indirectly, of Common Shares.

5. Hewlett Packard (Canada) Ltd. (HP Canada), a wholly-owned subsidiary of the Filer is a corporation incorporated under the federal laws of Canada. HP Canada is not a reporting issuer in any jurisdiction in Canada and does not have any present intention of becoming a reporting issuer or its equivalent in any jurisdiction in Canada.

6. In Canada, the equity compensation plans that the Filer operates for the benefit of the employees of HP Canada are, among others, the HP 2004 Stock Incentive Plan, the HP 2000 Employee Stock Purchase Plan and the HP 2000 Stock Plan (all such existing plans collectively, the Existing HP Plans).

7. Electronic Data Systems Corporation (EDS) was a corporation incorporated under the laws of the state of Delaware and was not a reporting issuer in any jurisdiction in Canada.

8. Immediately prior to the effective time of the Merger (as defined below), the authorized share capital of EDS consisted of 2,000,000,000 shares of common stock with a par value of US$0.01 per share and 200,000,000 shares of preferred stock with a par value of US$0.01 per share. As at June 24, 2008, there were 504,580,901 shares of common stock and no preferred stock of EDS issued and outstanding.

9. EDS Canada Inc. (EDS Canada) was a corporation incorporated under the laws of Canada and was not a reporting issuer in any jurisdiction in Canada. EDS Canada was a subsidiary of EDS.

10. EDS Advanced Solutions Inc. (EDS Advanced Solutions) was a corporation incorporated under the laws of British Columbia and was not a reporting issuer in any jurisdiction in Canada. EDS Advanced Solutions was a subsidiary of EDS Canada.

11. The Filer and EDS, together with Hawk Merger Corporation (Hawk), a Delaware corporation and wholly-owned subsidiary of the Filer, entered into an agreement and plan of merger dated as of May 13, 2008 (the Merger Agreement), pursuant to which, subject to certain terms and conditions, Hawk would merge with and into EDS and each outstanding share of common stock of EDS would be converted into the right to receive US$25.00 in cash (the Tender Offer).

12. Upon the fulfilment of the terms and conditions in the Merger Agreement, including the completion of the Tender Offer, on August 26, 2008 Hawk and EDS merged to form a wholly-owned subsidiary of the Filer (the Merger).

13. At the effective time of the Merger, without issuing any new options or restricted stock units to EDS Canada or EDS Advanced Solutions employees under any EDS option plans, the Filer assumed the outstanding vested and unvested options and restricted stock units (collectively, the Assumed Options) previously awarded by EDS to EDS Canada and EDS Advanced Solutions employees resident in the Jurisdictions under the 1996 Incentive Plan of EDS, the Global Share Plan 2000 Nonqualified Stock Option Plan of EDS, the Amended and Restated 2003 Incentive Plan of EDS (the 2003 EDS Plan) and the Transition Inducement Plan of EDS (collectively, the EDS Plans) and, pursuant to such assumption, the Assumed Options became options and restricted stock units for Common Shares.

14. The number of Common Shares issuable upon the exercise of each Assumed Option and the exercise price per share under each Assumed Option were calculated according to a predetermined formula as set out in the Merger Agreement. The duration and other material terms of each Assumed Option are the same as they existed immediately prior to the effective time of the Merger.

15. As of the closing of the Merger on August 26, 2008, there are approximately 354 holders of Assumed Options in Canada holding Assumed Options exercisable for 485,953 Common Shares.

16. Following the Merger, the only EDS Plan under which options will continue to be issued is the EDS 2003 Plan. The options that will be issued under the EDS 2003 Plan following the Merger (together with the Assumed Options, the EDS Options) will be options for Common Shares.

17. The current agent for the EDS Plans is BNY Mellon (the Agent). Following the Merger, the Filer intends to continue to use the services of the Agent in connection with the EDS Plans. The Agent is, and if replaced will be, a corporation, or corporations, registered under applicable U.S. securities legislation to trade in securities and has, or have, been authorized to provide services under the EDS Plans.

18. Subject to the discretion of the applicable plan administrator to permit transfers to permitted transferees in accordance with the terms of the EDS Plans and applicable securities laws, the EDS Options will not be transferable otherwise than by will or the laws of descent and distribution.

19. All of the disclosure documentation made available to the Filer’s employees resident in the United States who receive options under the Existing HP Plans will be made available to holders of EDS Options resident in the Jurisdictions (the EDS Option Holders).

20. Participation in the EDS Plans is voluntary and the EDS Option Holders will not be induced to continue to participate in the EDS Plans or acquire Common Shares under the EDS Plans by expectation of employment or continued employment.

21. Because there is no market for the Common Shares in Canada and none is expected to develop, any trades of the Common Shares by the EDS Option Holders, their legal representatives or permitted transferees or the Agent will be effected through the facilities of and in accordance with the rules of an exchange or market outside of Canada on which the Common Shares are traded.

Decision

The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.

The decision of the principal regulator under the Legislation is that the Exemption Sought is granted provided that:

1. In respect of the Exercise Requested Relief, the first trade in the Common Shares issued upon the exercise of each EDS Option is deemed to be a distribution unless the following conditions are satisfied:

(a) at the time of the issuance of the Common Shares upon the exercise of the EDS Option (the Exercise Time), the Filer is not a reporting issuer in any jurisdiction of Canada except Quebec;

(b) at the Exercise Time, after giving effect to the issuance of the Common Shares and any other Common Shares that were issued at the same time as or as part of the same distribution, residents of Canada:

(i) did not own directly or indirectly more than 10 percent of the outstanding Common Shares, and

(ii) did not represent in number more than 10 percent of the total number of owners directly or indirectly of Common Shares; and

(c) the trade is made:

(i) through an exchange, or a market, outside of Canada, or

(ii) to a person or company outside of Canada.

2. In respect of the First Trade Registration Relief, the conditions set out in subparagraphs (a), (b) and (c) of paragraph 1 above are satisfied.

“Paul K. Bates” “Paulette Kennedy”

Commissioner Commissioner

Ontario Securities Commission Ontario Securities Commission