HP board member’s letter to shareowners, HP employees

PALO ALTO: March 11, 2002 — Hewlett-Packard Company 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.

Sincerely,

(signed)

Dick Hackborn