The following is the Board approved statement in response to Walter
Hewlett's letter to the Board.
We plan to distribute on the newswires momentarily.
< December 13, 2001
< TO: Mr. Walter Hewlett
< FROM: Compaq Board of Directors
< This is a response to your letter of December 12, 2001.
< We and the Compaq management team strongly disagree with your
< The Board of Directors of Compaq has carefully analyzed the short-term
< and long-term impact as well as the strategic implications of the
< proposed HP-Compaq merger. We are disappointed that both the Hewlett
< Foundation and the Packard Foundation have decided to oppose the
< transaction. We continue to believe that the combination of HP and
< Compaq will provide better market coverage, significant synergies and
< higher profits than either company would achieve on its own. These
< benefits will lead to the creation of long-term value for both Compaq
< and HP shareholders.
< On that basis, we believe that this merger is well worth the effort
< and that our employees, shareholders and customers will be better
< served in the long term. Therefore we will continue to vigorously
< encourage shareholders to vote in favor of the transaction.
< In addition, we are confident that over the coming months, the
< shareholders of both companies will recognize the value of the merger
< and give their approval.
< The Board of Directors of Compaq is pleased with the execution of the
< company's present strategy and with its market momentum. We intend to
< maintain this positive momentum and bring an even stronger Compaq to
< the merger.
< Grace Chen Trent - Executive Director
< Office of the Chairman & CEO
< Compaq Computer Corporation
< 20555 SH 249 - MS110802
< Houston, Texas 77070-2698
< 281-518-9460 work
< 281-518-9882 fax