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

To: Night Writer who wrote (95557)	2/28/2002 6:05:21 PM
From: Night Writer	Read Replies (1) \| Respond to of 97611

Walter Hewlett Files Compensation Materials With SEC PALO ALTO, Calif., Feb. 28 /PRNewswire/ -- Walter B. Hewlett, on behalf of The William R. Hewlett Revocable Trust and its trustees, today made the following statement regarding the filing of compensation related documents with the Securities and Exchange Commission with respect to the proposed merger of Hewlett-Packard (NYSE: HWP) and Compaq Computer Corporation (NYSE: CPQ). "HP has recently made statements that we are 'fabricating information solely in an effort to gain votes.(1) HP's outside legal counsel has said that Compaq CEO Michael Capellas and HP CEO Carly Fiorina have merely 'floated some general terms for future pay packages.(2) "In an effort to correct the record, we have filed additional detailed materials pertaining to the contemplated compensation packages with the Securities and Exchange Commission." Documents filed today include: -- A "side letter agreement" from HP's outside legal counsel to Compaq's outside legal counsel that contains term sheets embodying the contemplated terms of the employment agreements for Ms. Fiorina and Mr. Capellas; -- Term sheets that contain very detailed information relating to the contemplated employment agreements for Ms. Fiorina and Mr. Capellas; -- Term sheets indicating that the "total estimated current value" of the stock options was $57 million for Ms. Fiorina and $38 million for Mr. Capellas; -- Minutes of the September 3, 2001 meeting of the compensation committee of HP's board of directors which reflect the decision made by the compensation committee in favor of the employment contract for Mr. Capellas as presented to the compensation committee; and -- Minutes of the September 20, 2001 meeting of the compensation committee which reflect that the compensation committee approved new employment terms for Ms. Fiorina.(3) 1 San Jose Mercury News, "Exec pay is latest dispute," 2/27/02 and Dow Jones, "HP responds to Walter Hewlett's compensation claims," 2/26/02 2 Associated Press, "Hewlett claims HP, Compaq hiding potential windfall for CEOs," 2/26/02 3 As indicated in the Report: (i) the minutes contain an asterisk next to the approval of the employment terms for Ms. Fiorina, together with a notation to the effect that subsequent to the adjournment of the meeting, the compensation committee determined that it had not reached agreement on the pricing terms of the option component of the package and, accordingly, all components of the package, which are interrelated, would be reconsidered at a future meeting; and (ii) Mr. Hewlett, a member of the compensation committee, did not participate in any "subsequent determination" by the compensation committee and first became aware of the alleged determination after the compensation committee minutes were made available to the members of the compensation committee. MacKenzie Partners, Inc. 105 Madison Avenue New York, New York 10016 proxy@mackenziepartners.com (800) 322-2885 (toll-free) (212) 929-5500 (call collect) or visit votenohpcompaq.com