HP Board Does Not Nominate Walter Hewlett as Director Candidate

PALO ALTO, CA -- Hewlett-Packard Company's (NYSE:HWP) Board of Directors today announced its candidates for nomination to the HP Board of Directors, which will not include Walter Hewlett. The board's decision not to nominate Walter Hewlett is based on his ongoing adversarial relationship with the company, as evidenced by his recent litigation against HP, as well as concerns about his lack of candor and issues of trust. ``With the encouragement of our chairman, Carly Fiorina, I met with Walter Hewlett immediately following the shareowner meeting in an effort to re-establish a constructive working relationship,'' said Sam Ginn, chairman of the board's nominating and governance committee. ``The nominating committee, the full HP board and an executive session of independent directors, which included Walter Hewlett, met on March 27 to continue the discussion. Based on these deliberations and representations made by Walter Hewlett in these meetings, the HP Board unanimously determined to re-nominate him. ``My fellow board members and I were therefore shocked when just hours later Walter Hewlett filed a spurious lawsuit against the company, continuing his assault on the integrity of the HP Board and management team. His recent actions have again violated basic principles of trust, and his ongoing adversarial relationship with the company undermines the board's ability to effectively conduct business.'' ``This board has always operated on the important governance principles of independence, deliberation and respect for a diversity of views,'' said Carly Fiorina, HP chairman and chief executive officer. ``The board recognizes the importance of shareowner voices. We will reach out to shareowners, including our institutions and foundations, to determine the best way to assure they continue to be heard.'' Commenting on Walter Hewlett's complaint, the board said, ``The allegations that HP bought votes from Deutsche Bank or improperly coerced it to change its votes are false. In addition, Walter Hewlett's allegations that HP shareowners were misinformed about integration are without basis. There is more information about this merger in full view of shareowners than for any other merger in corporate history.'' Slate of Candidates The 2002 annual meeting will begin at 2 p.m. PST April 26 at the Flint Center in Cupertino, Calif. If the merger transaction with Compaq Computer Corporation closes prior to the annual meeting, HP's shareowners will vote on the following nominees: Current HP Board members: Philip M. Condit, Patricia C. Dunn, Fiorina, Ginn, Richard A. Hackborn, George A. Keyworth II and Robert E. Knowling Jr. Current Compaq Board members: Lawrence T. Babbio, Jr., Michael D. Capellas, Sanford M. Litvack, Thomas J. Perkins and Lucille S. Salhany. Alternatively, if the merger transaction with Compaq has not closed prior to the annual meeting, HP's shareowners will vote on the following nominees: Condit, Dunn, Fiorina, Ginn, Hackborn, Keyworth, Knowling and Robert P. Wayman.