For those of you who are stockholders in HP, you will soon be receiving the
following material:

======================================

Dear Fellow Hewlett-Packard Stockholder:

Join us in voting against the merger of Hewlett-Packard with Compaq. We are
convinced that this is a bad transaction for all HP stockholders.

The William R. Hewlett Revocable Trust, like you, has a big stake in the
future of HP, and we are urging you to vote against this transaction. The
William and Flora Hewlett Foundation and the William R. Hewlett Revocable
Trust, which together own approximately $2.4 billion in HP shares, and the
David and Lucile Packard Foundation, which owns approximately $4.4 billion in
HP shares, have already indicated their opposition to the merger.

DON'T VOTE FOR A BET-THE-COMPANY TRANSACTION.

HP is a strong company. HP is not in crisis. Don't bet the Company on the
Compaq transaction. It would be a mistake to become the world's largest
commodity computing company, more than doubling HP's exposure to the troubled
PC business. That would be a crisis.

*  Why would you want to invest in Compaq, whose own CEO, Michael Capellas,
admits that 45% of its revenues are in a "rotten business?"(1)

*  Why would you want to invest in a company where 64% of its total revenues
and 83% of its hardware business are in low-end commodity computing?

*  Why would you want to invest in a business that suffers from overcapacity
and is plagued by reduced demand on a global basis?(2)

*  Why would you want to invest in the combined HP-Compaq company when
antitrust regulators don't "expect HP-Compaq to derive any real benefits from
this merger, which is why they're approving it?"(3)

*  Why would you want to pay 51.6 times CY 2002 earnings for a company that
mostly sells PCs and low-end servers and is losing money in those businesses?

AND WHY ON EARTH WOULD YOU PAY $25 BILLION FOR IT?

You wouldn't. And you shouldn't. That is why we urge you to vote "AGAINST"
the proposed transaction and return the GREEN proxy card.

Neither HP management nor Compaq management has ever successfully integrated
a large computing acquisition, let alone a transaction of this size. Why
would you trust them when Compaq has lost approximately 60% of its
shareholder value since its attempt to integrate its $9.4 billion acquisition
of Digital Equipment Corporation (DEC) in 1998? HP assumes successful
execution of the Compaq transaction, believing that they will succeed where
others have failed. Why should you bet your company on that?

Wall Street analysts' forecasts, industry precedent transactions and careful
analysis of the pro forma economic impact of the merger all reveal the flaws
in this proposed transaction. Our analysis confirms that the financial effect
of this transaction will be negative for HP stockholders -- as the market
also clearly signaled when it reacted very negatively to the announcement of
the transaction.

The market has made it resoundingly clear that this combination destroys
value for stockholders:

*  HP's stock dropped 18.7% when HP announced the proposed Compaq
transaction.

*  HP's stock went up 17.3% when we announced our opposition to the
proposed Compaq transaction.

*  HP's stockholders have lost $7 billion relative to an index of
comparable companies since the proposed Compaq transaction was
announced.

DON'T VOTE FOR THIS MERGER UNLESS YOU WANT TO RISK LOSING A LOT MORE.

HP stockholders have a clear choice: vote to merge with Compaq, struggle to
survive the turnaround of the PC business and re-run the failed Compaq/DEC
strategy or vote "AGAINST" the merger and tell the HP board and management to
do something a lot smarter.

WE ARE CONVINCED THERE IS A BETTER PATH -- HP was on it when the company spun
off Agilent. At that time, the Company noted that it was "creating two
distinct and strategically focused enterprises ... able to better focus on
growth in their individual markets ... [and] well-positioned to build value
for their stockholders, customers and employees."(4)

To stay on that path, HP must:

*  focus on technology and innovation -- not merger integration;

*  focus on imaging and printing -- not commodity computing;

*  focus on areas of strength in the enterprise -- not commodity computing;

*  focus on fixing problems -- not creating them;

*  focus on building good businesses -- not acquiring or expanding bad ones;

*  focus on treating employees as assets -- not liabilities; and

*  FOCUS on stockholder value -- not bigger, but better.

HP SHOULD FOCUS ON CREATING VALUE WITH ITS PROFITABLE BUSINESSES AND SOLVING
ITS OWN PROBLEMS -- NOT DILUTING VALUE AND TAKING ON COMPAQ'S MUCH BIGGER
PROBLEMS.

HP has many strengths to build on -- a leading position in the very
attractive imaging and printing market, a great consumer brand, a strong
reputation with enterprise customers and a prodigious source of innovation in
HP Labs. HP's results in the fourth quarter, and we expect, its upcoming
quarter to be announced on February 13, demonstrate the underlying strength
of the company, pointing out the inherent fallacy of a bet-the-company merger
with Compaq. Remember that HP had operating cash flow of $1.8 billion in the
fourth quarter alone.

With hard work, strong leadership and a clear focus on stockholder value, HP
can do far better for its stockholders than acquiring Compaq.

THIS VOTE IS ABOUT STOCKHOLDER VALUE -- NOTHING MORE, NOTHING LESS.

We strongly recommend that you vote "AGAINST" the proposed transaction and
return the GREEN proxy card. The future of HP is in your hands and we believe
that future will be best served without the burden of acquiring and
integrating Compaq. Your choice is clear.

Thank you for your support,

Very truly yours,

WALTER B. HEWLETT

(1)  Video broadcast to Hewlett Packard employees by Michael Capellas and
Carly Fiorina, filed by Hewlett Packard Company Pursuant to
Rule 425 Under the Securities Act of 1933 and Deemed Filed Pursuant
to Rule 14a-12 Under the Securities Exchange Act of 1934, Subject
Company: Compaq Computer Corporation, Commission File No: 1-9026,
12/21/01

(2)  Presentation by Compaq Computer Corporation to ISS, filed by Compaq
Computer Corporation Pursuant to Rule 425 Under the Securities Act    Deemed
Filed Pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934, Subject Company: Compaq Computer
Corporation, Commission File No.: 1-09026, 1/29/02

(3)  Wall Street Journal Europe, "Mario Monti's Kiss of Death", 2/4/02,
permission to use quotation neither sought nor obtained

(4)  Agilent announcement press release, "HP Announces Strategic
Realignment to Create Two Companies," issued 3/2/99

If you have any questions about the proxy solicitation or need additional
information about the HP stockholders' meeting, please contact MacKenzie
Partners, Inc. as set forth below.

105 Madison Avenue
New York, New York 10016
[log in to unmask]
(212) 929-5500 (call collect)

or

TOLL-FREE (800) 322-2885

=======================================

Wirt Atmar

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