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                                                                   Exhibit 10(b)

                          Digital Equipment Corporation

                 1981 International Employee Stock Purchase Plan

ARTICLE 1-PURPOSE

     This 1981 International Employee Stock Purchase Plan (the "Plan") is
  intended as an incentive and to encourage stock ownership by all eligible
  employees of the Participating Subsidiaries of Digital Equipment Corporation
  (the "Company") so that they may share in the fortunes of the Company by
  acquiring or increasing their proprietary interest in the Company. The Plan is
  designed to encourage eligible employees to remain in the employ of the 
  Company or its subsidiaries.

ARTICLE 2-ELIGIBLE EMPLOYEES

     In general, all employees of any of the Participating Subsidiaries of the
  Company who have completed six months employment with the Company or any of
  its subsidiaries shall be eligible to receive options under this Plan to
  purchase the Company's Common Stock. In certain instances, a Participating
  Subsidiary which has branches in more than one country may desire to implement
  the Plan in fewer than all countries in which its branches are located. In
  such an instance, upon approval by the Company's Board of Directors or the
  Committee (as defined in Article 18), only participating eligible employees of
  the branches located within the country or countries where implementation is
  desired will be granted options under this Plan.

     Participating eligible employees who have been so employed for six months
  or more on the first day of the Payment Period shall receive their options as
  of such day. Persons who attain the status of employment for six months or
  more after the date on which the initial options are granted under this Plan
  shall be granted options, if they elect to participate in the Plan, on the
  next date on which options are granted to all participating eligible
  employees. In no event may an employee be granted an option if such employee
  is a director of the Company.

ARTICLE 3-STOCK SUBJECT TO THE PLAN

     The stock subject to the options shall be shares of the Company's
  authorized but unissued Common Stock or shares of Common Stock reacquired by
  the Company including shares purchased in the open market. The aggregate
  number of shares which may be issued pursuant to the Plan is 19,700,000.
  subject to increase or decrease by reason of stock split-ups,


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  reclassifications, stock dividends, changes in par value and the like.

ARTICLE 4-PAYMENT PERIODS AND STOCK OPTIONS

     The six-month periods, June 1 to November 30 and December 1 to May 31, are
  Payment Periods during which payroll deductions will be accumulated under the
  Plan. Notwithstanding the foregoing, the Payment Period scheduled to end on
  May 31, 1998 shall end on the earlier of May 31, 1998 or the last business day
  prior to the effective date ("the Effective Date") of the merger contemplated
  by, and provided for in, the Amended and Restated Agreement and Plan of Merger
  dated as of the 25th day of January, 1998 among the Company, Compaq Computer
  Corporation and Compaq Merger, Inc. Each Payment Period includes only regular
  pay days falling within it.

     Twice each year, on the first business day of each Payment Period, each
  Participating Subsidiary will grant to each eligible employee who is then a
  participant in the Plan an option to purchase on the last day of such Payment
  Period, at the Option Price hereinafter provided for, such number of shares of
  the Common Stock of the Company reserved for the purpose of the Plan as does
  not exceed the greater of the number of shares equal in value to 10% of the
  employee's total earned cash compensation divided by the price determined in
  accordance with (i) below, or 600 shares, on condition that such employee
  remains eligible to participate in the Plan throughout such Payment Period.
  The foregoing limitation on the number of shares which may be granted in any
  Payment Period is subject to increase or decrease by reason of stock
  split-ups, reclassifications, stock dividends, changes in par value and the
  like. The participant shall be entitled to exercise such options so granted
  only to the extent of his accumulated payroll deductions on the last day of
  such Payment Period. The Option Price for each Payment Period shall be the
  lesser of (i) 85% of the average market price of the Company's Common Stock on
  the first business day of the Payment Period, rounded up to avoid fractions
  other than 1/4, 1/2 and 3/4, or (ii) 85% of the average market price of the
  Company's Common Stock on the last business day of the Payment Period, rounded
  up to avoid fractions other than 1/4, 1/2 and 3/4. In the event of an increase
  or decrease in the number of outstanding shares of Common Stock of the Company
  through stock split-ups, reclassifications, stock dividends, changes in par
  value and the like, an appropriate adjustment shall be made in the number of
  shares and Option Price per share provided for under the Plan, either by a
  proportionate increase in the number of shares and a proportionate decrease in
  the Option Price per share, or by a proportionate decrease in the number of
  shares and a proportionate increase in the Option Price per share, as may be
  required to enable an eligible employee who is then a participant in the Plan
  as to whom an option is exercised on the last day of any then current Payment
  Period to acquire such number of full shares as his accumulated payroll
  deductions on such date will pay for at the adjusted Option Price.


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     For purposes of this Plan the term "average market price" means the average
  of the high and low prices of the Common Stock of the Company on the New York
  Stock Exchange or such other national securities exchange as shall be
  designated by the Board of Directors.

     For purposes of this Plan the term "business day" as used herein means a
  day on which there is trading on the New York Stock Exchange or such other
  national securities exchange as shall be designated by the Board of Directors
  pursuant to the preceding paragraph.

     No employee shall be granted an option which permits his rights to purchase
  Common Stock under the Plan and any similar plans of the Company or any parent
  or subsidiary corporations to accrue at a rate which exceeds $25,000 of fair
  market value of such stock (determined at the time such option is granted) for
  each calendar year in which such option is outstanding at any time.

ARTICLE 5-EXERCISE OF OPTION

     Each eligible employee who continues to be a participant in the Plan on the
  last business day of a Payment Period shall be deemed to have exercised his
  option on such date and shall be deemed to have acquired the number of full
  shares of Common Stock reserved for the purpose of the Plan as his accumulated
  payroll deductions on such date will pay for at such Option Price. If a
  participant is not an employee on the last business day of a Payment Period,
  he shall not be entitled to exercise his option.

ARTICLE 6-SUPPLEMENTARY CONTRIBUTIONS AND UNUSED PAYROLL DEDUCTIONS

     (a) Only full shares of Common Stock may be purchased under the Plan.
         Subject to the limitations set forth below, unused payroll deductions
         remaining in an employee's account at the end of a Payment Period will
         be carried forward to the succeeding Payment Period. However, in no
         event will the amount of unused payroll deductions carried forward from
         a Payment Period exceed the Option Price per share for that Payment
         Period. If for any Payment Period the amount of unused payroll
         deductions should exceed the Option Price per share of stock, the
         amount of the excess for any participant shall be refunded to such
         participant.

     (b) An employee who has completed a Payment Period shall have the right to
         make a supplementary contribution in an amount equal to the Option
         Price for the most recently completed Payment Period less the unused
         payroll deductions being carried forward. The election to make a
         supplementary contribution shall be made by written notice 


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         received by the Participating Subsidiary's personnel office (the
         "Personnel Office") no later than 10 days after the beginning of the
         Payment Period in which the supplementary contribution is to be made
         and shall remain in effect through all succeeding Payment Periods until
         revoked by written notice received by the Personnel Office no later
         than 10 days after the beginning of the Payment Period to which such
         notice applies.

     (c) An employee initially entering the Plan will be permitted to make a
         supplementary contribution in an amount equal to the Option Price for
         the most recently completed Payment Period. An election to make such
         supplementary contribution shall be made by written notice received by
         the Personnel Office no later than 10 days after the beginning of the
         Payment Period in which the employee's supplementary contribution is to
         be made. An election under this paragraph by an employee initially
         entering the Plan shall constitute an election to make supplementary
         contributions for succeeding Payment Periods, subject to the terms and
         conditions of paragraph (b) above.

ARTICLE 7-AUTHORIZATION FOR ENTERING PLAN

     In addition to any procedures adopted by the Participating Subsidiary, each
  eligible employee entering the Plan must fill out, sign and deliver to the
  Personnel Office an Authorization:

           (a) stating the percentage to be deducted regularly from his pay;

           (b) authorizing the purchase of stock for him in each Payment
               Period in accordance with the terms of the Plan; and

           (c) specifying the exact name in which stock purchased for him is
               to be issued as provided under Article 11 hereof.

     Such Authorization must be received by the Personnel Office at least 10
  days before the beginning date of such next succeeding Payment Period.

     Unless an employee files a new Authorization or withdraws from the Plan,
  his deductions and purchases under the Authorization he has on file under the
  Plan will continue as long as the Plan remains in effect.

     The Participating Subsidiary will accumulate and hold for the employee's
  account the amounts deducted from his pay. No interest will be paid on it.

ARTICLE 8-MAXIMUM AMOUNT OF PAYROLL DEDUCTIONS



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     An employee may authorize payroll deductions in an amount not less than 2%
  but not more than 10% of his total earned cash compensation. In addition, an
  employee shall be entitled to make supplementary contributions pursuant to
  Article 6 hereof.

ARTICLE 9-CHANGE IN PAYROLL DEDUCTIONS

     Deductions may be increased or decreased only once in a Payment Period. A
  new Authorization will be required and must be received by the Personnel
  Office.

ARTICLE 10-WITHDRAWAL FROM THE PLAN

     An employee may withdraw from the Plan, in whole but not in part, at any
  time prior to the last business day of each Payment Period by delivering a
  Withdrawal Notice to the Personnel Office, in which event the Participating
  Subsidiary will promptly refund the entire balance of his deductions not
  theretofore used to purchase stock under the Plan.

     An employee who withdraws from the Plan is like an employee who has never
  entered the Plan. To re-enter, he must file a new Authorization at least 10
  days before the beginning date of the next Payment Period which cannot,
  however, become effective before the beginning of the next Payment Period
  following his withdrawal.

ARTICLE 11-ISSUANCE OF STOCK

     A participant will receive Statements of Ownership for stock purchased
  under the Plan, or may elect to receive stock certificates instead of
  Statements of Ownership.

     Stock purchased under the Plan will be issued only in the name of the
  employee, or if his Authorization so specifies, in the name of the employee
  and another person of legal age as joint tenants with rights of survivorship.

ARTICLE 12-NO TRANSFER OR ASSIGNMENT OF EMPLOYEE'S RIGHTS

     An employee's rights under the Plan are his alone and may not be
  transferred or assigned to, or availed of by, any other person. Any option
  granted to an employee may be exercised only by him.

ARTICLE 13-TERMINATION OF EMPLOYEE'S RIGHTS

     An employee's rights under the Plan will terminate when he ceases to be an
  employee because of retirement, resignation, lay-off, discharge, death, change
  of status, or for any other reason. A Withdrawal Notice will be considered as
  having been received from the employee on the day his 


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  employment ceases, and all payroll deductions not used to purchase stock will
  be refunded.

     If an employee's payroll deductions are interrupted by any legal process, a
  Withdrawal Notice will be considered as having been received from him on the
  day the interruption occurs.

ARTICLE 14-TERMINATION AND AMENDMENTS TO PLAN

     The Plan may be terminated at any time by the Company's Board of Directors.
  It will terminate in any case when all or substantially all of the unissued
  shares of stock reserved for the purposes of the Plan have been purchased. If
  at any time shares of stock reserved for the purpose of the Plan remain
  available for purchase but not in sufficient number to satisfy all then
  unfilled purchase requirements, the available shares shall be apportioned
  among participants in proportion to their options and the Plan shall
  terminate. Upon such termination or any other termination of the Plan, all
  payroll deductions not used to purchase stock will be refunded.

     The Board of Directors also reserves the right to amend the Plan from time
  to time in any respect provided, however, that no amendment shall be effective
  without prior approval of the stockholders, which would (a) except as provided
  in Articles 3 and 4, increase the number of shares of Common Stock to be
  offered above or (b) change the class of employees eligible to receive options
  under the Plan.

ARTICLE 15-LIMITATIONS ON SALE OF STOCK PURCHASED UNDER THE PLAN

     The Plan is intended to provide common stock for investment and not for
  resale. The Company does not, however, intend to restrict or influence any
  employee in the conduct of his own affairs. An employee may, therefore, sell
  stock purchased under the Plan at any time he chooses. The employee assumes
  the risk of any market fluctuations in the price of such stock.

ARTICLE 16-PAYMENT OF EXPENSES RELATED TO PLAN

     The Company and the Participating Subsidiaries will bear all costs of
  administering and carrying out the Plan.

ARTICLE 17-PARTICIPATING SUBSIDIARIES

     The term "Participating Subsidiaries" shall mean subsidiaries of the
  Company which are designated by the Board of Directors to participate in the
  Plan. The Board of Directors shall have the power to make such designation
  before or after the Plan is approved by the stockholders.



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ARTICLE 18-ADMINISTRATION OF THE PLAN

     The Plan shall be administered by a committee appointed by the Board of
  Directors of the Company (the "Committee"). The Committee shall consist of not
  less than three members of the Company's Board of Directors. The Board of
  Directors may from time to time remove members from, or add members to, the
  Committee. Vacancies on the Committee, howsoever caused, shall be filled by
  the Board of Directors. The Committee shall select one of its members as
  Chairman, and shall hold meetings at such times and places as it may
  determine. Acts by a majority of the Committee, or acts reduced to or approved
  in writing by a majority of the members of the Committee, shall be the valid
  acts of the Committee.

     The interpretation and construction by the Committee of any provisions of
  the Plan or of any option granted under it shall be final unless otherwise
  determined by the Board of Directors. The Committee may from time to time
  adopt such rules and regulations for carrying out the Plan as it may deem
  best. No member of the Board of Directors or the Committee shall be liable for
  any action or determination made in good faith with respect to the Plan or any
  option granted under it.

ARTICLE 19-OPTIONEES NOT STOCKHOLDERS

     Neither the granting of an option to an employee nor the deductions from
  his pay shall constitute such employee a stockholder of the shares covered by
  an option until such shares have been purchased by and issued to him.

ARTICLE 20-APPLICATION OF FUNDS

     The proceeds received by the Company from the sale of Common Stock pursuant
  to options granted under the Plan will be used for general corporate purposes.

ARTICLE 21-GOVERNMENTAL REGULATION

     The Company's obligation to sell and deliver shares of the Company's Common
  Stock under this Plan is subject to the approval of any governmental authority
  required in connection with the authorization, issuance or sale of such stock.

ARTICLE 22-APPROVAL OF STOCKHOLDERS

     The Plan was adopted by the Company's Board of Directors on August 10,
  1981, subject to approval by the stockholders of the Company. The Plan was
  approved by the stockholders on November 5, 1981.




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