2331739 P1JW038031-0-C02000-1---XA BLACK

02-07-02 1-800-322-2885 or 1-212-929-5500, or by sending an email to [email protected]. to email an sending by or 1-212-929-5500, or 1-800-322-2885

ec.gov, at the Filing Persons’ website at www.votenohpcompaq.com, or by contacting MacKenzie Partners at at Partners MacKenzie contacting by or www.votenohpcompaq.com, at website Persons’ Filing the at ec.gov, www.s at website Commission’s Exchange and Securities the on documents other and statement proxy definitive Persons’ Filing the of copy free a obtain may You information. important contains it because statement proxy definitive their read to stockholders

the proposed merger involving Hewlett-Packard Company and Computer Corporation. The Filing Persons urge urge Persons Filing The Corporation. Computer Compaq and Company Hewlett-Packard involving merger proposed the to opposition their to relating Commission Exchange and Securities the with statement proxy definitive a filed Persons”) Filing “ the (collectively, Trust Revocable Hewlett R. William the and Bronkhorst van E. Edwin Hewlett, B. Walter 2002, 5, February On

issued 3/2/99 issued Companies,” Two Create

“HP Announces Strategic Realignment to Realignment Strategic Announces “HP release, press announcement Agilent 4 2002 31, December ending full-year for share per $.27 of earnings Compaq for estimate consensus Call First available latest on Based 3 1/29/02 1-9026, No.: File Commission Corporation, Computer Compaq Company:

ies Act of 1933 and Deemed Filed Pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, Subject 1934, of Act Exchange Securities the under 14a-12 Rule to Pursuant Filed Deemed and 1933 of Act ies Securit the Under 425 Rule to Pursuant Corporation Computer Compaq by filed ISS, to Corporation Computer Compaq by Presentation 2 12/21/01 1-9026, No.: File Commission Corporation,

Subject Company: Compaq Computer Compaq Company: Subject 1934, of Act Exchange Securities the Under 14a-12 Rule to Pursuant Filed Deemed and 1933 of Act Securities the Under 425 Rule o t Pursuant Company Hewlett-Packard by filed Fiorina, Carly and Capellas Michael by employees Hewlett-Packard to broadcast Video 1

For more information, please visit our website at www.votenohpcompaq.com at website our visit please information, more For

or at (212) 929-5500 or by e-mail at [email protected]. at e-mail by or 929-5500 (212) at or

MACKENZIE PARTNERS Toll-Free at (800) 322-2885 (800) at Toll-Free PARTNERS MACKENZIE call please card, proxy your voting in assistance need or questions any have you If

SIGN AND RETURN THE GREEN PROXY CARD PROXY GREEN THE RETURN AND SIGN

✔

VOTE “AGAINST” THE PROPOSED COMPAQ TRANSACTION TRANSACTION COMPAQ PROPOSED THE “AGAINST” VOTE

DON’T VOTE FOR A BET-THE-COMPANY TRANSACTION BET-THE-COMPANY A FOR VOTE DON’T

• focus on fixing problems—not creating them; creating problems—not fixing on focus •

computing;

• focus on areas of strength in the enterprise—not commodity commodity enterprise—not the in strength of areas on focus •

• focus on imaging and printing—not commodity computing; computing; commodity printing—not and imaging on focus •

COMPAQ’S BIGGER PROBLEMS. BIGGER COMPAQ’S

• focus on technology and innovation—not merger integration; integration; merger innovation—not and technology on focus •

OWN PROBLEMS—NOT DILUTING VALUE AND TAKING ON ON TAKING AND VALUE DILUTING PROBLEMS—NOT OWN

To stay on that path, HP must: HP path, that on stay To

HP SHOULD FOCUS ON CREATING VALUE AND SOLVING ITS SOLVING AND VALUE CREATING ON FOCUS SHOULD HP

stockholders, customers and employees.” and customers stockholders,

4

• FOCUS on stockholder value —not bigger, but better. but bigger, —not value stockholder on FOCUS •

individual markets…[and] well-positioned to build value for their their for value build to well-positioned markets…[and] individual

• focus on treating employees as assets—not liabilities; assets—not as employees treating on focus • focused enterprises...able to better focus on growth in their their in growth on focus better to enterprises...able focused

the company noted that it was “creating two distinct and strategically and distinct two “creating was it that noted company the bad ones; bad

HP was on it when the company spun off Agilent. At that time, time, that At Agilent. off spun company the when it on was HP • focus on building good businesses—not acquiring or expanding or acquiring businesses—not good building on focus •

WE ARE CONVINCED THERE IS A BETTER PATH BETTER A IS THERE CONVINCED ARE WE

integrated a large computing acquisition, let alone a transaction of this of transaction a alone let acquisition, computing large a integrated management to do something a lot smarter. lot a something do to management

Neither HP management nor Compaq management has ever successfully ever has management Compaq nor management HP Neither the merger and send a message to the HP board and and board HP the to message a send and merger the “AGAINST” vote

of the PC business and re-run the failed Compaq/DEC strategy or strategy Compaq/DEC failed the re-run and business PC the of YOU WOULDN’T. AND YOU SHOULDN’T. SHOULDN’T. YOU AND WOULDN’T. YOU

HP stockholders have a clear choice: struggle to survive the turnaround the survive to struggle choice: clear a have stockholders HP AND WHY ON EARTH WOULD YOU PAY $25 BILLION FOR IT? FOR BILLION $25 PAY YOU WOULD EARTH ON WHY AND

LOSING A LOT MORE VALUE. MORE LOT A LOSING

money in those businesses? those in money

3 DON’T VOTE FOR THIS MERGER UNLESS YOU WANT TO RISK TO WANT YOU UNLESS MERGER THIS FOR VOTE DON’T

for a company that mostly sells PCs and low-end servers, and is losing is and servers, low-end and PCs sells mostly that company a for

• Why would you want to pay 51.6 times CY 2002 estimated earnings estimated 2002 CY times 51.6 pay to want you would Why • companies since the proposed Compaq transaction was announced. was transaction Compaq proposed the since companies

• HP’s stockholders have lost $7 billion relative to an index of comparable of index an to relative billion $7 lost have stockholders HP’s •

overcapacity and is plagued by reduced demand on a global basis? global a on demand reduced by plagued is and overcapacity

2

• Why would you want to invest in a business that suffers from from suffers that business a in invest to want you would Why • proposed Compaq transaction. Compaq proposed

• HP’s stock went up 17.3% when we announced our opposition to the the to opposition our announced we when 17.3% up went stock HP’s •

computing?

revenues and 83% of its hardware business is in low-end commodity low-end in is business hardware its of 83% and revenues Compaq transaction. Compaq

• Why would you want to invest in a company where 64% of its total its of 64% where company a in invest to want you would Why • • HP’s stock dropped 18.7% when HP announced the proposed proposed the announced HP when 18.7% dropped stock HP’s •

destroys stockholder value: value: stockholder destroys

business?”

1

The market has made it resoundingly clear that this combination combination this that clear resoundingly it made has market The , admits that 45% of its revenues are in a “rotten a in are revenues its of 45% that admits Capellas, Michael

Why should you bet your company on that? on company your bet you should Why • Why would you want to invest in Compaq, whose own CEO, CEO, own whose Compaq, in invest to want you would Why •

should you believe that they will succeed where others have failed? failed? have others where succeed will they that believe you should WOULD BE A CRISIS. A BE WOULD

acquisition of Digital Equipment Corporation (DEC) in 1998? Why Why 1998? in (DEC) Corporation Equipment Digital of acquisition THAT THAT business. PC troubled the to exposure HP’s doubling than

of its shareholder value since its attempt to integrate its $9.4 billion $9.4 its integrate to attempt its since value shareholder its of to become the world’s largest commodity computing company, more more company, computing commodity largest world’s the become to

size. Why would you trust them when Compaq has lost more than 60% than more lost has Compaq when them trust you would Why size. HP is a strong company. HP is not in crisis. in not is HP company. strong a is HP It would be a mistake mistake a be would It

MONEY-LOSING COMMODITY PRODUCTS. PRODUCTS. COMMODITY MONEY-LOSING

IT’S MIRED IN MANUFACTURING PCs—LOW MARGIN, MARGIN, PCs—LOW MANUFACTURING IN MIRED IT’S

DON’T BET THE COMPANY ON COMPAQ. COMPAQ. ON COMPANY THE BET DON’T

SNTTEH WAY HP THE NOT IS

5BLINMISTAKE BILLION 25 A

$

Attention: All Hewlett-Packard Stockholders Hewlett-Packard All Attention:

H ALSRE JOURNAL STREET WALL THE THURSDAY, FEBRUARY 7, 2002 2002 7, FEBRUARY THURSDAY, C20

02/07/2002

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