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Technology Stocks : Compaq -- Ignore unavailable to you. Want to Upgrade?

To: Jerome who wrote (94022)	12/7/2001 9:52:54 PM
From: Elwood P. Dowd	Respond to of 97611

Need to have HWP BOD reaffirm deal by: babaroom 12/07/01 08:39 pm Msg: 263311 of 263322 CPQ can ask for that reaffirmation in writing at which time the HWP BOD have to re-vote within 10 days. If the BOD changes the vote from the current vote for the deal to a vote against the deal the Triggering Event occurs and CPQ is due the $675M. (The BOD will likely vote to support a shareholder vote to save money...however I suspect a deal with CPQ will occur before that time to put an end this merger) For the purposes of this Agreement, a "TRIGGERING EVENT," with respect to a party hereto, shall be deemed to have occurred if: (i) its Board of Directors or any committee thereof shall for any reason have withdrawn or shall have amended or modified in a manner adverse to the other party hereto its recommendation in favor of, the adoption and approval of the Agreement or the approval of the Merger, (ii) it shall have failed to include in the Prospectus/Proxy Statement the recommendation of its Board of Directors in favor of the adoption and approval of the Agreement and the approval of the Merger, (iii) its Board of Directors fails to reaffirm (publicly, if so requested) its recommendation in favor of the adoption and approval of the Agreement and the approval of the Merger within ten (10) calendar days after the other party hereto requests in writing that such recommendation be reaffirmed, (iv) its Board of Directors or any committee thereof shall have approved or recommended any Acquisition Proposal, or

To: Jerome who wrote (94022)	12/7/2001 9:58:02 PM
From: Charles Tutt	Respond to of 97611

I think the deal has most of the nails in its coffin. What HWP holder will vote for it after seeing their stock's price response each time the deal has switched on again or off again? The reaction has been pretty consistently against the deal. I think those of you who think CPQ can thrive on its own will get a chance to test that theory. JMHO, of course. Charles Tutt (TM)