February 25, 2013

Re: Please Vote AGAINST the Re-election of Directors Thompson and Hammergren
and AGAINST the Ratification of Ernst & Young as the independent auditor.

Dear Hewlett-Packard Shareholder:

We urge you to vote AGAINST the re-election of directors G. Kennedy Thompson
and John L. Hammergren, and to vote AGAINST ratification of Ernst & Young
LLC as independent auditor at Hewlett-Packard's (NYSE:HPQ) annual meeting on
March 20, 2013. Despite membership changes, we believe the board is hobbled
by years' worth of poor judgment, lack of accountability and weak oversight
of critical functions. Since last year's meeting, the company has announced
approximately $17 billion in write-downs associated with past acquisitions,
including $8.8 billion attributable to the 2011 acquisition of Autonomy,
Plc./1/ Moreover, the board continues to neglect what we view as the
conflicted relationships with independent auditor Ernst & Young: HP pays
Ernst & Young non-audit fees equal to 40% of total fees, twice the average
for public companies. Institutional shareholders have long been concerned
that high non-audit consulting fees may compromise auditor independence and
audit quality. We are concerned that by allowing such high non-audit
payments to Ernst & Young, the HP board may have compromised the
effectiveness of the outside audit function.

As outlined below, directors G. Kennedy Thompson and John L. Hammergren bear
significant responsibility for the continued strategic and governance
challenges the company faces, while Ernst & Young's conflicted relationship
threatens the integrity and objectivity of the audit function at a critical
time for the company.

The CtW Investment Group works with pension funds sponsored by affiliates of
Change to Win  - a federation of unions representing over six million members
- to enhance long-term shareholder value through active ownership. These
funds invest over $200 billion in the public equity markets, and are
substantial HP shareholders.

JOHN L. HAMMERGREN, as Chairman of the Finance & Investment committee since
2007, bears particular responsibility for HP's string of unsuccessful
acquisitions as well as for the flawed process leading to the Autonomy
merger. During Mr. Hammergren's tenure HP has pursued acquisitions including
EDS, Palm, and Autonomy that have resulted in approximately $19 billion in
write downs, strongly suggesting that HP was overpaying for these companies.
Moreover, Mr. Hammergren supported the Autonomy acquisition despite his
misgivings about the deal, the repeated increases in cost, and the
compressed due diligence timeline. Given both that Mr. Hammergren is the
longest serving director on the HP board, and that he is himself a CEO, we
believe that he has been unduly deferential to the HP CEOs with whom he has
dealt. It is precisely this apparent culture of deference that HP's board
needs to disestablish in favor of genuine director independence.


/1/ Hewlett-Packard 10K, December 17, 2012, pgs. 104-109.

       1900 L Street, NW, Suite 900 Washington, DC 20036 | 202-721-0660


G. KENNEDY THOMPSON, as an Audit Committee member since 2006 and current
Audit Committee Chairman, as well as past member of the Finance and
Investment Committee (2010-2011), bears primary responsibility for the
board's willingness to tolerate unusually high non-audit fees paid to Ernst
& Young, HP's independent auditor. As we noted in our January 17 letter, 2
HP's non-audit fee payments regularly exceed 40% of its total payments to
Ernst & Young, twice the average for all publicly traded companies and even
further above the level of non-audit fees paid by competitors Dell and
Apple. These non-audit fees include payments for tax advisory services that
landed HP before the Senate Permanent Investigations Subcommittee this past
year, and which create what we view as an especially clear conflict of
interests, as Ernst & Young is in a position to approve of accounting
judgments with respect to deferred tax liabilities that it itself
recommended to HP. Finally, as a director Mr. Thompson bears partial
responsibility for the Autonomy transaction and other failed deals.

ERNST & YOUNG, LLC: We have grave concerns over HP's unusually extensive use
of its outside auditor to provide non-audit consulting services, which in
our view threatens both the appearance and actuality of auditor
independence. These concerns are only reinforced by events including the
Senate Permanent Investigations Subcommittee's hearings on HP's tax
practices, and the nearly $17 billion EDS and Autonomy write-downs.

We urge you to join us in restoring accountability to Hewlett-Packard's board
would like to discuss our concerns directly with us, please contact us at
(202) 721-6060.


Richard Clayton
Research Director, CtW Investment Group

/2/ Available at: http://www.ctwinvestmentgroup.com/fileadmin/group_files/


         This is not a solicitation of authority to vote your proxy.
          Do not send us your proxy card as it will not be accepted.