Press Release:

HP Board Member Dick Hackborn Issues Letter to Shareowners, HP Employees

PALO ALTO, Calif. - March 11, 2002

Hewlett-Packard Company (NYSE:HWP) Board Member Dick Hackborn today sent the following letter to HP shareowners and employees.

Richard A. Hackborn
3000 Hanover Street
Palo Alto, CA 94303

Dear Fellow Shareowner,

As March 19th approaches, I've spent a lot of time thinking about when Hewlett-Packard introduced the laser printer in 1984. Even though it was an instant success, there was some internal criticism that "this is not an HP way of doing business." Concerns were expressed that we were not making a contribution, because we were totally dependent on an outside company to manufacture the printer. Others were worried about the business model, because it was one they had never seen before.

Through it all, Bill and Dave would listen patiently, smile, nod, and then encourage us to proceed full-steam ahead. They absolutely loved the business. They didn't have to say it, but we knew it to be true: that if they had stopped every single time somebody told them they wouldn't succeed, they never would have made it out of the garage.

I think about that experience every time people ask me why I'm such an enthusiastic supporter of the merger between Hewlett-Packard and Compaq. It's in the best spirit of the imagination, daring, and determination that made this company such a treasure in the first place. I think it represents an historic opportunity for Hewlett-Packard to return to a place that we've been so many times before - leading an industry transformation, gaining crucial market share, and improving the value of our investment in HP. That's why I'm writing to urge you to support this deal.

The one thing I've learned in my 40-year association with HP is that nobody is ever happy for very long working in an organization that's not a market success. While we are strong in some areas of our business today, we are not strong enough across our entire business to make the investments necessary to position us as a market leader for the future. I've spent the past three years studying every possible option. I've come to the conclusion that merging with Compaq is the best way for us to reclaim a leadership role at the center of our industry, while strengthening our company across the board.

On March 19th, you have an important choice. You can vote for the merger with Compaq, and preserve the legacy so many of us worked so hard to build. Or you can vote against a thorough and deliberative process, and send us back to the drawing board. Either way, you can be sure of one thing: our competitors are not going to wait around for us to decide.

I'm immensely proud of all the people who worked to build this exceptional company. I am asking you to support this merger - not just for them, but for the next generation of employees who should have their own opportunity to build sustainable shareowner value.



Dick Hackborn


This document contains forward-looking statements that involve risks, uncertainties and assumptions. If any of these risks or uncertainties materializes or any of these assumptions proves incorrect, the results of HP and its consolidated subsidiaries could differ materially from those expressed or implied by such forward-looking statements.

All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including predictions regarding the outcome and certification of the vote on the merger or the closing of the merger; statements regarding future improvement of HP generally or specifically its profitability, earnings, revenues, synergies, accretion or other financial items; statements about the plans, strategies, and objectives of management for future operations, including the execution of integration and restructuring plans; any statements concerning proposed new products, services, developments or industry rankings; statements regarding future economic conditions or performance; statements of belief; and statements of assumptions underlying any of the foregoing.

The risks, uncertainties and assumptions referred to above include the actual certified results of the vote on the proposal to issue shares of HP common stock in connection with the merger; the ability of HP to retain and motivate key employees; the timely development, production and acceptance of products and services and their feature sets; the challenge of managing asset levels, including inventory; the flow of products into third-party distribution channels; the difficulty of keeping expense growth at modest levels while increasing revenues; the challenges of integration and restructuring associated with the merger or other planned acquisitions and the challenges of achieving anticipated synergies; the possibility that the merger or other planned acquisitions may not close or that HP, Compaq or other parties to planned acquisitions may be required to modify some aspects of the acquisition transactions in order to obtain regulatory approvals; the assumption of maintaining revenues on a combined company basis following the close of the merger or other planned acquisitions; and other risks that are described from time to time in HP's Securities and Exchange Commission reports, including but not limited to HP's annual report on Form 10-K, as amended on January 30, 2002, for the fiscal year ended October 31, 2001 and HP's registration statement on Form S-4 filed on February 5, 2002.

HP assumes no obligation and does not intend to update these forward-looking statements.


On February 5, 2002, HP filed a registration statement with the SEC containing a definitive joint proxy statement/prospectus regarding the merger. Investors and security holders of HP and Compaq are urged to read the definitive joint proxy statement/prospectus filed with the SEC on February 5, 2002 and any other relevant materials filed by HP or Compaq with the SEC because they contain, or will contain, important information about HP, Compaq and the merger. The definitive joint proxy statement/prospectus and other relevant materials (when they become available), and any other documents filed by HP or Compaq with the SEC, may be obtained free of charge at the SEC's web site at In addition, investors and security holders may obtain free copies of the documents filed with the SEC by HP by contacting HP Investor Relations, 3000 Hanover Street, Palo Alto, California 94304, 650-857-1501. Investors and security holders may obtain free copies of the documents filed with the SEC by Compaq by contacting Compaq Investor Relations, P.O. Box 692000, Houston, Texas 77269-2000, 800-433-2391.

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