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Amidst Leak Scandal, HP Board Members Step Down

September 12, 2006

HP announced that Patricia Dunn will remain as chairman through the company’s Jan. 18, 2007, board meeting. Mark Hurd, the company’s chief executive officer and president, will succeed her and retain his existing positions. Dunn will continue to serve as a director.

Richard Hackborn, who has served on the board since 1992, has been designated lead independent director, effective in January. In addition to having been chairman of the company in 2000, he spent 33 years as an HP employee, concluding his career in 1993 as head of the PC and personal information product business.

Dunn said, “The recent events that have taken place follow an important investigation that was required after the board sought to resolve the persistent disclosure of confidential information from within its ranks. These leaks had the potential to affect not only the stock price of HP but also that of other publicly traded companies. Unfortunately, the investigation, which was conducted with third parties, included certain inappropriate techniques. These went beyond what we understood them to be, and I apologize that they were employed.

“I am very proud of the progress HP has made over the past 18 months. During the remainder of my tenure as chairman, I look forward to completing the transition that is underway, including expanding the board, continuing to improve our corporate governance standards and bringing the current issues to resolution.”

Hurd said, “I am taking action to ensure that inappropriate investigative techniques will not be employed again. They have no place in HP.

“HP holds itself to the highest standards of business conduct and we are accountable to these standards for everything that we do. The company will work to put these matters behind us so that we fully resume our focus on the business and continue to earn the trust and support of our customers, employees and stockholders.”

Keyworth resigns

George A. (Jay) Keyworth II, who has served on the HP board of directors since 1986, has resigned from the board, effective immediately.

Tom Perkins, former director of HP, HP Chief Executive Officer and President Mark Hurd and the rest of the HP board made the following comments.

Keyworth said: "Today I have announced my intention to resign from the HP board after more than 21 years of service. It has been one of the greatest honors and pleasures of my life to serve on the board, and I have sought to conduct myself in a way that would make our co-founder and my friend and mentor, David Packard, proud. The invasion of my privacy and that of others was ill-conceived and inconsistent with HP's values. I acknowledge that I was a source for a CNET article that appeared in January 2006. I was frequently asked by HP corporate communications officials to speak with reporters - both on the record and on background - in an effort to provide the perspective of a longstanding board member with continuity over much of the company's history. My comments were always praised by senior company officials as helpful to the company - which has always been my intention. The comments I made to the CNET reporter were, I believed, in the best interest of the company and also did not involve the disclosure of confidential or damaging information. There is but one issue that matters now and that is that Mark Hurd and the company have every opportunity to move beyond and above the current morass. While I intend to remain a member of the HP family, and to advise Mark where I can help, it is best for the company that every aspect of this unfortunate matter be put in the past."

Perkins said: "I believe in HP. I believe in Mark Hurd. I applaud Jay Keyworth for his courage in stepping down today and thank Patricia Dunn for her grace in letting HP move on. This too shall pass."

Hurd said: "On behalf of HP, I apologize to Tom Perkins for the intrusion into his privacy. I thank Tom for his contributions, his principles and his help in getting HP past this episode toward its rightful place as the envy of corporate America.

"Jay is an important member of the HP family. He has served admirably for more than two decades and has provided great expertise, especially on matters relating to technology policy. We wish him well. I appreciate his long and distinguished service to HP. He leaves the HP board with our best wishes and gratitude. I have personally valued his experienced counsel and hope that he will continue to provide me with his advice in the future," he said.

At HP's request, Dr. Keyworth often had contacts with the press to explain HP's interests. The board does not believe that Dr. Keyworth's contact with CNET in January 2006 was vetted through appropriate channels, but also recognizes that his discussion with the CNET reporter was undertaken in an attempt to further HP's interests. HP board chairman Patricia Dunn expressed regret for the intrusion into his privacy.