To: MeDroogies who wrote (95498 ) 2/27/2002 2:11:17 PM From: Elwood P. Dowd Read Replies (1) | Respond to of 97611 Walter Hewlett Sees Bright H-P Future Without CEO Fiorina WASHINGTON -(Dow Jones)- While Hewlett-Packard Co . (HWP) Chief Executive Carly Fiorina was touting the company's proposed merger with Compaq Computer (NYSE: CPQ - news) Corp. ( CPQ) on Wednesday, dissident director Walter Hewlett made a regulatory filing in which he detailed his vision of an H-P future without Fiorina. Hewlett extolled the virtues of interim and replacement chief executives in his proxy filing with the Securities and Exchange Commission. He cited Procter & Gamble Co . (PG), Honeywell International Inc. (HON), and Apple Computer (NasdaqNM: AAPL - news) Inc. ( AAPL) as companies that prospered when their CEOs departed. Hewlett said that in those three cases, only the chief executive departed, and he suggested that the same could be true for Hewlett-Packard. He cited statements by H-P executives, other than Fiorina, indicating the executives will remain with the company even if the merger falls through. H-P has a "deep bench" of operating managers with an average tenure of 17 years at the company, and history shows that an interim CEO can provide stability, Hewlett argued. In a meeting with analysts Wednesday that began about the same time Hewlett made his filing with the SEC, Fiorina again defended the merger, describing Hewlett's alternative plan as a "press release" and saying that the opposition " can't win on substance." Fiorina has argued that Hewlett lacks a vision for the future of Hewlett- Packard without Compaq. Hewlett made it clear in Wednesday's filing that he doesn't see Fiorina as part of that future. Hewlett said that Proctor & Gamble, which named Alan Lafley chief executive after its failed attempt to acquire Warner-Lambert, has seen its stock price increase 30%, on an annualized basis, since Lafley's appointment in June 2000 . Apple, he said, realized similar annualized gains after the replacement of Gil Amelio with Steve Jobs in 1997, and Honeywell has seen an annualized gain of 4% after the replacement of Michael Bonsignore with Lawrence Bossidy in July 2001 . Hewlett, the son of a late H-P co -founder and the most vocal opponent of the Compaq deal, said that if H-P shareholders vote down the merger the board's next step should be to appoint a chairman and an interim chief executive and to nominate additional directors. Hewlett-Packard shareholders are scheduled to vote on the deal March 19 . -Robert L. Grant; Dow Jones Newswires; 202-393-7851 robert.grant@dowjones.com (This story was originally published by Dow Jones Newswires)