When he was chairman and chief executive of Hewlett-Packard (news/quote),
Lewis E. Platt helped choose Carleton S. Fiorina as his successor in 1999.

But he is opposing the company's planned purchase of Compaq Computer
(news/quote), a merger that if rejected by shareholders will certainly bring
Ms. Fiorina's downfall at Hewlett-Packard. And Mr. Platt visited an
influential shareholder advisory firm, Institutional Shareholder Services in
Rockville, Md., last week to explain why he is against the deal Ms. Fiorina
has championed, according to people with knowledge of his trip.

Mr. Platt presented his views to the advisory firm as an influential board
member of the David and Lucile Packard Foundation, the largest single holder
of Hewlett-Packard shares with 10.4 percent of the company. In December, the
Packard foundation said it would vote its shares against the deal.

Both sides in the bitter proxy fight have pleaded their cases before
Institutional Shareholders Services, whose recommendation for or against the
deal could be crucial. About 23 percent of Hewlett-Packard's shareholders
subscribe to the services of the firm. And with the Hewlett and Packard
family foundations, representing more than 18 percent of the company's
shares, committed to voting against the merger, an Institutional
Shareholders Service recommendation against the deal could be a conclusive
setback for the management's plan.

Institutional Shareholders Service said Friday that it planned to announce
its recommendation after the close of share trading on Tuesday.

Just how important the verdict will be is uncertain. Some big institutional
investors traditionally follow the firm's recommendations, while others do
their own analysis of mergers, depending on the investment philosophy of the
fund.

Yet as Bob Wayman, the chief financial officer of Hewlett-Packard, said last
week of the Institutional Shareholders Service report this week, "It's going
to be significant."

The Financial Times reported on Saturday that Walter B. Hewlett, who is
leading the proxy fight against the Compaq merger, had talked with Mr. Platt
about returning to Hewlett-Packard as interim chief executive if the deal is
rejected.

Mr. Hewlett's advisers said that any talk of who might succeed Ms. Fiorina
was premature. "Walter Hewlett intends to discuss these issues with the
board in executive session, with all of the outside directors, after the
merger is defeated," a spokesman for Mr. Hewlett said. And Mr. Hewlett, the
spokesman said, was confident that the company would be "well managed in an
interim period while the board selects a new chief executive officer."

Mr. Platt could not be reached for comment.

But industry analysts doubt if Mr. Platt, 60, would take the job or be
offered it. After leaving Hewlett-Packard in 1999, Mr. Platt became chief
executive of Kendall-Jackson, a California winery. Last year, he left that
post.

Promoting Mr. Platt as interim chief executive would probably be a tactical
mistake for Mr. Hewlett, analysts said. Mr. Platt, who spent 33 years at
Hewlett-Packard, becoming chairman and chief executive in 1993, was widely
admired within the company, but he had been criticized for not pushing the
company quickly enough to adjust to the changes brought by the Internet.

Ms. Fiorina has criticized Mr. Hewlett's opposition to the deal as
backward-looking, and Mr. Platt is regarded as part of that history.

It was an activist board, led by Richard A. Hackborn, another former senior
Hewlett-Packard executive, who prodded the company to look outside for more
dynamic leadership. Ms. Fiorina was their choice, and Mr. Hackborn strongly
supports the Compaq merger

end.

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