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                                                                [CONFORMED COPY]











                          AGREEMENT AND PLAN OF MERGER

                                   dated as of

                                January 25, 1998

                                     between

                          DIGITAL EQUIPMENT CORPORATION

                                       and

                           COMPAQ COMPUTER CORPORATION






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                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

                               ARTICLE 1 THE MERGER


SECTION 1.01.  The Merger......................................................1
SECTION 1.02.  Shareholder Approval............................................1
SECTION 1.03.  Conversion of Shares............................................2
SECTION 1.04.  Dissenter's Rights..............................................3
SECTION 1.05.  Surrender and Payment...........................................3
SECTION 1.06.  Stock Options...................................................5
SECTION 1.07.  Employee Stock Purchase Plans...................................6
SECTION 1.08.  Stock Units.....................................................6
SECTION 1.09.  Adjustments.....................................................7
SECTION 1.10.  Fractional Shares; Options on Fractional Shares.................7
SECTION 1.11.  Withholding Rights..............................................7
SECTION 1.12.  Lost Certificates...............................................7
SECTION 1.13.  Closing.........................................................8

                       ARTICLE 2 THE SURVIVING CORPORATION


SECTION 2.01.  Articles of Organization........................................8
SECTION 2.02.  Bylaws..........................................................8
SECTION 2.03.  Directors and Officers..........................................8

             ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE COMPANY


SECTION 3.01.  Corporate Existence and Power...................................9
SECTION 3.02.  Corporate Authorization.........................................9
SECTION 3.03.  Governmental Authorization......................................9
SECTION 3.04.  Non-contravention..............................................10
SECTION 3.05.  Capitalization.................................................10
SECTION 3.06.  Subsidiaries...................................................11
SECTION 3.07.  SEC Filings....................................................12
SECTION 3.08.  Financial Statements...........................................12
SECTION 3.09.  Disclosure Documents...........................................12
SECTION 3.10.  Absence of Certain Changes.....................................13
SECTION 3.11.  No Undisclosed Material Liabilities............................15
SECTION 3.12.  Compliance with Laws and Court Orders..........................15
SECTION 3.13.  Litigation.....................................................15
SECTION 3.14.  Finder's Fees..................................................15





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SECTION 3.15.  Taxes..........................................................16
SECTION 3.16.  Employees Benefit Plans........................................16
SECTION 3.17.  Environmental Matters..........................................18
SECTION 3.18.  Purchase Accounting Treatment..................................19
SECTION 3.19.  Opinion of Financial Advisor...................................19
SECTION 3.20.  Patents and Other Proprietary Rights...........................19
SECTION 3.21.  Antitakeover Statutes and Rights Agreement.....................20

                ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF PARENT


SECTION 4.01.  Corporate Existence and Power..................................20
SECTION 4.02.  Corporate Authorization........................................21
SECTION 4.03.  Governmental Authorization.....................................21
SECTION 4.04.  Non-contravention..............................................21
SECTION 4.05.  Capitalization.................................................21
SECTION 4.06.  Subsidiaries...................................................22
SECTION 4.07.  SEC Filings....................................................23
SECTION 4.08.  Financial Statements...........................................24
SECTION 4.09.  Disclosure Documents...........................................24
SECTION 4.10.  Absence of Certain Changes.....................................24
SECTION 4.11.  No Undisclosed Material Liabilities............................25
SECTION 4.12.  Compliance with Laws and Court Orders..........................25
SECTION 4.13.  Litigation.....................................................26
SECTION 4.14.  Finder's Fees..................................................26
SECTION 4.15.  Taxes..........................................................26
SECTION 4.16.  Employee Benefit Plans.........................................27
SECTION 4.17.  Environmental Matters..........................................28
SECTION 4.18.  Purchase Accounting Treatment..................................28
SECTION 4.19.  Opinion of Financial Advisor...................................28
SECTION 4.20.  Patents and Other Proprietary Rights...........................28

                        ARTICLE 5 COVENANTS OF THE COMPANY


SECTION 5.01.  Conduct of the Company.........................................29
SECTION 5.02.  Stockholder Meeting; Proxy Material............................31
SECTION 5.03.  Other Offers...................................................31

                          ARTICLE 6 COVENANTS OF PARENT


SECTION 6.01.  Conduct of Parent..............................................33
SECTION 6.02.  Obligations of Merger Subsidiary...............................33
SECTION 6.03.  Voting of Shares...............................................33





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SECTION 6.04.  New Parent Preferred Stock.....................................34
SECTION 6.05.  Director and Officer Liability.................................34
SECTION 6.06.  Registration Statement; Form S-8...............................34
SECTION 6.07.  Stock Exchange Listing.........................................34
SECTION 6.08.  Employee Benefits..............................................34
SECTION 6.09.  Board Candidate................................................35

                  ARTICLE 7 COVENANTS OF PARENT AND THE COMPANY


SECTION 7.01.  Reasonable Best Efforts........................................35
SECTION 7.02.  Filings; Other Action..........................................35
SECTION 7.03.  Public Announcements...........................................37
SECTION 7.04.  Further Assurances.............................................37
SECTION 7.05.  Notices of Certain Events......................................37
SECTION 7.06.  Affiliates.....................................................37
SECTION 7.07.  Access to Information; Confidentiality.........................38

                        ARTICLE 8 CONDITIONS TO THE MERGER


SECTION 8.01.  Conditions to the Obligations of Each Party....................38
SECTION 8.02.  Conditions to the Obligations of Parent and Merger Subsidiary..39
SECTION 8.03.  Conditions to the Obligations of the Company...................39

                              ARTICLE 9 TERMINATION


SECTION 9.01.  Termination....................................................40
SECTION 9.02.  Effect of Termination..........................................40

                             ARTICLE 10 MISCELLANEOUS


SECTION 10.01.  Notices.......................................................41
SECTION 10.02.  Survival of Representations and Warranties....................42
SECTION 10.03.  Amendments; No Waivers........................................42
SECTION 10.04.  Expenses......................................................42
SECTION 10.05.  Successors and Assigns........................................44
SECTION 10.06.  Governing Law.................................................44
SECTION 10.07.  Jurisdiction..................................................44
SECTION 10.08.  Waiver of Jury Trial..........................................44
SECTION 10.09.  Counterparts; Effectiveness...................................44
SECTION 10.10.  Entire Agreement..............................................45

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SECTION 10.11.  Captions......................................................45
SECTION 10.12.  Severability..................................................45
SECTION 10.13.  Merger Subsidiary.............................................45
SECTION 10.14.  Specific Performance..........................................45
SECTION 10.15.  Definition and Usage..........................................45




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                          AGREEMENT AND PLAN OF MERGER


        AGREEMENT AND PLAN OF MERGER dated as of January 25, 1998 (the
"AGREEMENT") between Digital Equipment Corporation, a Massachusetts corporation
(the "COMPANY"), and Compaq Computer Corporation, a Delaware corporation
("PARENT").

        The parties hereto agree as follows:



                                    ARTICLE 1

                                   THE MERGER

        SECTION 1.1. The Merger. (a) At the Effective Time, a newly formed
wholly-owned subsidiary (as defined in Section 10.15) of Parent ("MERGER
SUBSIDIARY") shall be merged (the "MERGER") with and into the Company in
accordance with the Massachusetts Business Corporation Law ("MBCL"), whereupon
the separate existence of Merger Subsidiary shall cease, and the Company shall
be the surviving corporation (the "SURVIVING CORPORATION").

        (b)     As soon as practicable after satisfaction or, to the extent
permitted hereunder, waiver of all conditions to the Merger set forth herein,
the Company and Merger Subsidiary will file articles of merger (the "ARTICLES OF
MERGER") with the Secretary of State of the Commonwealth of Massachusetts and
make all other filings or recordings required by the MBCL in connection with the
Merger. The "EFFECTIVE TIME" shall be the date and time specified in the
Articles of Merger.

        (c)     From and after the Effective Time, the Surviving Corporation
shall possess all the rights, powers, privileges and franchises and be subject
to all of the obligations, liabilities, restrictions and disabilities of the
Company and Merger Subsidiary, all as provided under the MBCL.

        SECTION 1.2. Shareholder Approval. This Agreement shall be submitted for
adoption and approval to the holders of shares of common stock, par value $1.00
per share, of the Company ("COMPANY COMMON STOCK"), and the conversion of the
Series A 8-_% Cumulative Preferred Stock, par value $1.00 per share ("COMPANY
PREFERRED STOCK", and together with Company Common Stock, "COMPANY STOCK")
contemplated by the Agreement shall be submitted to the holders of shares of
Company Preferred Stock, in each case at the Company Stockholder Meeting (as
defined herein) in accordance with the provisions of this Agreement. The
affirmative vote of the holders of two-thirds of the issued and outstanding
shares of Company Common Stock, voting as a class (the "COMMON STOCKHOLDER
APPROVAL"), is



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required to approve this Agreement. The affirmative vote of the holders of
two-thirds of the issued and outstanding shares of Company Preferred Stock,
voting as a class (the "PREFERRED STOCKHOLDER APPROVAL"), is required to approve
the conversion of the Company Preferred Stock contemplated by this Agreement, it
being understood that obtaining the Preferred Stockholder Approval shall not be
required in order to consummate the Merger.

        SECTION 1.3. Conversion of Shares. At the Effective Time:

        (a)     Each share of Company Common Stock outstanding immediately prior
to the Effective Time, together with the rights ("RIGHTS") attached thereto
issued pursuant to the Rights Agreement dated as of December 11, 1989, between
the Company and First Chicago Trust Company of New York, as Rights Agent (the
"RIGHTS AGREEMENT"), shall (except as otherwise provided in Section 1.03(c) and
except for shares held by a Dissenting Holder (as defined herein)) be converted
into the right to receive (i) 0.945 shares (the "COMMON STOCK CONSIDERATION") of
common stock, par value $.01 per share, of Parent ("PARENT COMMON STOCK") and
(ii) $30.00 in cash (the "CASH CONSIDERATION"). The Common Stock Consideration
and the Cash Consideration shall be referred to collectively herein as the
"MERGER CONSIDERATION."

        (b)     Each share of Company Preferred Stock outstanding immediately
prior to the Effective Time shall (except as otherwise provided in Section
1.03(c) and except for shares held by a Dissenting Holder) be converted into the
right to receive one validly issued, fully paid and nonassessable share of
Series A Cumulative Preferred Stock of Parent (the "NEW PARENT PREFERRED STOCK")
which shall have the same rights, privileges and preferences with respect to
Parent as the Company Preferred Stock now has with respect to the Company, and
the terms of the New Parent Preferred Stock shall be identical to those
contained in the Company's Restated Articles of Organization, as amended (the
"ARTICLES OF ORGANIZATION") as currently in effect, except that (i) as a result
of the Merger the issuer thereof shall be Parent rather than the Company and
(ii) the par value shall be $0.01 per share; provided, however, that if the
Preferred Stockholder Approval is not obtained, then each share of Company
Preferred Stock outstanding immediately prior to the Effective Time shall
(except as otherwise provided in Section 1.03(c)) remain issued and outstanding
after the Merger as Company Preferred Stock. The rights, privileges and
preferences of the New Parent Preferred Stock will be set forth in the "PARENT
CERTIFICATE OF DESIGNATION". If the Preferred Stockholder Approval is obtained,
in accordance with the Deposit Agreement dated as of March 1, 1994 among the
Company, Citibank, N.A., as depositary, and the holders from time to time of the
receipts described therein (the "DEPOSIT AGREEMENT"), the depositary shares of
the Company representing one-fourth of a share of Company Preferred Stock (the
"COMPANY DEPOSITARY SHARES") will represent one-fourth of a share of the New



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Parent Preferred Stock and any required action to issue depositary shares of
Parent representing one-fourth of a share of New Parent Preferred Stock ("PARENT
DEPOSITARY SHARES") in exchange for Company Depositary Shares shall be promptly
taken.

        (c)     Each share of Company Stock held by the Company as treasury
stock or owned by Parent or any of its subsidiaries immediately prior to the
Effective Time shall be canceled, and no payment shall be made with respect
thereto; and

        (d)     Each share of common stock of Merger Subsidiary outstanding
immediately prior to the Effective Time shall be converted into and become one
share of common stock of the Surviving Corporation with the same rights, powers
and privileges as the shares so converted and shall constitute the only
outstanding shares of capital stock of the Surviving Corporation (other than any
Company Preferred Stock if the Preferred Stockholder Approval is not obtained).

        SECTION 1.4. Dissenter's Rights. (a) No conversion under Section 1.03
hereof shall be made with respect to the shares of Company Common Stock or
Company Preferred Stock held by a Dissenting Holder; provided, however, that
each share of Company Common Stock or, if the Preferred Stockholder Approval is
obtained, Company Preferred Stock, as the case may be, outstanding immediately
prior to the Effective Time and held by a Dissenting Holder who shall, after the
Effective Time, withdraw his demand for appraisal or lose his right of
appraisal, in either case pursuant to the applicable provisions of the MBCL,
shall be deemed to be converted, as of the Effective Time, into the Merger
Consideration or the New Parent Preferred Stock (if the Preferred Stockholder
Approval has been obtained), as the case may be, as set forth in Section 1.03
hereof. The term "DISSENTING HOLDER" shall mean a holder of the Company Common
Stock or, if the Preferred Stockholder Approval is obtained, Company Preferred
Stock, as the case may be, who has demanded appraisal rights in compliance with
the applicable provisions of the MBCL concerning the right of such holder to
dissent from the Merger and demand appraisal of such holder's shares of Company
Common Stock or Company Preferred Stock, as the case may be.

        (b)     Any Dissenting Holder (i) who files with the Company a written
objection to the Merger before the taking of the votes to approve this Agreement
by the shareholders of the Company and who states in such objection that he
intends to demand payment for his shares if the Merger is concluded and (ii)
whose shares are not voted in favor of the Merger shall be entitled to demand
payment from the Company for his shares of Company Common Stock or Company
Preferred Stock, as the case may be, and an appraisal of the value thereof, in
accordance with the provisions of Sections 86 through 98 of the MBCL.

        SECTION 1.5. Surrender and Payment. (a) Prior to the Effective Time,
Parent 


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shall appoint an agent (the "EXCHANGE AGENT") for the purpose of exchanging
certificates representing Company Common Stock and Company Preferred Stock (if
the Preferred Stockholder Approval is obtained) (other than shares held by a
Dissenting Holder) (collectively, the "CERTIFICATES") for the Merger
Consideration and shares of New Parent Preferred Stock (if the Preferred
Stockholder Approval is obtained), respectively. As of the Effective Time,
Parent will make available to the Exchange Agent, as needed, the Merger
Consideration and the New Parent Preferred Stock (if the Preferred Stockholder
Approval is obtained) to be paid in respect of shares of Company Common Stock
and Company Preferred Stock (if the Preferred Stockholder Approval is obtained).
Promptly after the Effective Time, Parent will send, or will cause the Exchange
Agent to send, to each holder of shares of Company Common Stock and Company
Preferred Stock (if the Preferred Stockholder Approval is obtained) (other than
a Dissenting Holder), at the Effective Time a letter of transmittal for use in
such exchange (which shall specify that the delivery shall be effected, and risk
of loss and title shall pass, only upon proper delivery of the Certificates to
the Exchange Agent).

        (b)     Each holder of shares of Company Common Stock and Company
Preferred Stock (if the Preferred Stockholder Approval is obtained) that have
been converted into the right to receive the Merger Consideration or New Parent
Preferred Stock (if the Preferred Stockholder Approval is obtained),
respectively, will be entitled to receive, upon surrender to the Exchange Agent
of a Certificate, together with a properly completed letter of transmittal, the
Merger Consideration or the New Parent Preferred Stock (if the Preferred
Stockholder Approval is obtained) in respect of the Company Common Stock and
Company Preferred Stock (if the Preferred Stockholder Approval is obtained),
respectively, represented by such Certificate. Until so surrendered, each such
Certificate shall, after the Effective Time, represent for all purposes only the
right to receive such Merger Consideration or New Parent Preferred Stock (if the
Preferred Stockholder Approval is obtained), as applicable.

        (c)     If any portion of the Merger Consideration or the New Parent
Preferred Stock is to be paid to a person (as defined in Section 10.15) other
than the person in whose name the Certificate is registered, it shall be a
condition to such payment that the Certificate so surrendered shall be properly
endorsed or otherwise be in proper form for transfer and that the person
requesting such payment shall pay to the Exchange Agent any transfer or other
taxes (as defined in Section 10.15) required as a result of such payment to a
person other than the registered holder of such Certificate or establish to the
satisfaction of the Exchange Agent that such tax has been paid or is not
payable.

        (d)     After the Effective Time, there shall be no further registration
of transfers of shares of Company Common Stock or Company Preferred Stock (if
the Preferred Stockholder Approval is obtained). If, after the Effective Time,
Certificates



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(other than Certificates representing Company Preferred Stock if the Preferred
Stockholder Approval is not obtained) are presented to the Surviving
Corporation, they shall be canceled and exchanged for the consideration provided
for, and in accordance with the procedures set forth, in this Article.

        (e)     Any portion of the Merger Consideration or New Parent Preferred
Stock (if the Preferred Stockholder Approval is obtained) made available to the
Exchange Agent pursuant to Section 1.05(a) that remains unclaimed by the holders
of shares of Company Common Stock or Company Preferred Stock (if the Preferred
Stockholder Approval is obtained), respectively, six months after the Effective
Time shall be returned to Parent, upon demand, and any such holder who has not
exchanged shares of Company Common Stock or Company Preferred Stock (if the
Preferred Stockholder Approval is obtained) for the Merger Consideration or New
Parent Preferred Stock, respectively, in accordance with this Section prior to
that time shall thereafter look only to Parent for payment of the Merger
Consideration or issuance of New Parent Preferred Stock (if the Preferred
Stockholder Approval is obtained) in respect of such shares of Company Common
Stock or Company Preferred Stock (if the Preferred Stockholder Approval is
obtained). Notwithstanding the foregoing, Parent shall not be liable to any
holder of shares of Company Common Stock or Company Preferred Stock for any
amount paid to a public official pursuant to applicable abandoned property laws.
Any amounts remaining unclaimed by holders of shares of Company Common Stock or
Company Preferred Stock (if Preferred Stockholder Approval is obtained) two
years after the Effective Time (or such earlier date immediately prior to such
time as such amounts would otherwise escheat to or become property of any
governmental entity) shall, to the extent permitted by applicable law, become
the property of Parent free and clear of any claims or interest of any person
previously entitled thereto.

        (f)     No dividends, interest or other distributions with respect to
securities of Parent constituting part of the Merger Consideration or New Parent
Preferred Stock (if the Preferred Stockholder Approval is obtained) shall be
paid to the holder of any unsurrendered Certificates until such Certificates are
surrendered as provided in this Section. Upon such surrender, there shall be
paid, without interest, to the person in whose name the securities of Parent
have been registered, all dividends, interest and other distributions payable in
respect of such securities on a date subsequent to, and in respect of a record
date after, the Effective Time.

        SECTION 1.6. Stock Options. As of the Effective Time, each option to
purchase shares of Company Common Stock outstanding under any employee or
director stock option or compensation plan or arrangement of the Company shall
be canceled, and Parent shall issue in exchange therefor a fully vested and
exercisable option to purchase shares of Parent Common Stock (a "SUBSTITUTE
OPTION"). Such Substitute Option shall be a non-qualified stock option and shall
not be subject to 



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favorable tax treatment in the United States or any other jurisdiction. The
number of shares of Parent Common Stock subject to such Substitute Option
(rounded to the nearest whole share) and the exercise price thereunder (rounded
to the nearest whole cent) shall be computed in compliance with the requirements
of Section 424(a) of the Internal Revenue Code of 1986 (the "CODE") and such
Substitute Option shall be subject to all of the other terms and conditions of
the original option to which it relates. Prior to the Effective Time, the
Company will obtain such consents, if any, as may be necessary to give effect to
the transactions contemplated by this Section. In addition, prior to the
Effective Time, the Company will make any amendments to the terms of such stock
option or compensation plans or arrangements that are necessary to give effect
to the transactions contemplated by this Section. Except as expressly set forth
in this Section, the Company will not, after the date hereof, without the
written consent of Parent, (i) amend any outstanding option to acquire shares of
Company Stock or (ii) grant any stock option or other stock-based compensation
award. Notwithstanding the foregoing, all options to acquire shares of Company
Common Stock will be amended to allow employees who are holders of outstanding
options on the date of their termination of employment to exercise such options
for a period of thirty (30) days (or until the end of the original option term
if earlier) following a termination of employment for any reason (unless the
applicable option agreement provides for a longer period of post-termination
exercise with respect to such termination, in which case such longer period
shall apply).

        SECTION 1.7. Employee Stock Purchase Plans. As of the earlier of May 31,
1998 or Effective Time (the "TERMINATION DATE"), the Company's 1968 Employee
Stock Purchase Plan and the 1981 International Employee Stock Purchase Plan
shall be terminated. The rights of participants in such Plans with respect to
any offering period then underway under such Plan shall be determined by
treating the last business day prior to the Termination Date as the last day of
such offering period and by making such other pro-rata adjustments as may be
necessary to reflect the reduced offering period but otherwise treating such
offering period as a fully effective and completed offering period for all
purposes of such Plans. Prior to the Termination Date, the Company shall take
all actions (including, if appropriate, amending the terms of such Plans) that
are necessary to give effect to the transactions contemplated by this Section.

        SECTION 1.8. Stock Units. As of the Effective Time, each outstanding
stock unit under the Company's Deferred Compensation Plan for Executives and the
Company's Deferred Compensation Plan for Non-Employee Directors shall be amended
or converted into a similar instrument of Parent, in each case with such
adjustments as are appropriate to preserve the value inherent in such Company
stock units with no detrimental effects on the holders thereof. The other terms
of each such Company stock units, and the plans or agreements under which they
were issued to the extent they relate to such Company stock units, shall
continue to apply


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in accordance with their terms. Nothing herein shall require Parent or any of
its subsidiaries to allow any additional deferrals into stock units under any
such plans on and after the Effective Time.

        SECTION 1.9. Adjustments. If at any time during the period between the
date of this Agreement and the Effective Time, any change (other than
cancellation of the Company's 1968 Employee Stock Purchase Plan and the 1981
International Employee Stock Purchase Plan) in the outstanding shares of capital
stock of Parent shall occur, including by reason of any reclassification,
recapitalization, stock split or combination, exchange or readjustment of
shares, or any stock dividend thereon with a record date during such period, the
Merger Consideration shall be adjusted appropriately.

        SECTION 1.10. Fractional Shares; Options on Fractional Shares. No
fractional shares of Parent Common Stock shall be issued in the Merger. All
fractional shares of Parent Common Stock that a holder of shares of Company
Stock would otherwise be entitled to receive as a result of the Merger shall be
aggregated and if a fractional share results from such aggregation, such holder
shall be entitled to receive, in lieu thereof, an amount in cash determined by
multiplying the closing sale price of the Parent Common Stock on the New York
Stock Exchange ("NYSE") on the trading day immediately preceding the Effective
Time by the fraction of a share of Parent Common Stock to which such holder
would otherwise have been entitled. No options covering fractional shares of
Parent Common Stock shall be issued in the Merger.

        SECTION 1.11. Withholding Rights. Each of the Surviving Corporation and
Parent shall be entitled to deduct and withhold from the consideration otherwise
payable to any person pursuant to this Article such amounts as it is required to
deduct and withhold with respect to the making of such payment under any
provision of federal, state, local or foreign tax law. To the extent that
amounts are so withheld by the Surviving Corporation or Parent, as the case may
be, such withheld amounts shall be treated for all purposes of this Agreement as
having been paid to the holder of the shares of Company Stock in respect of
which such deduction and withholding was made by the Surviving Corporation or
Parent, as the case may be.

        SECTION 1.12. Lost Certificates. If any Certificate shall have been
lost, stolen or destroyed, upon the making of an affidavit of that fact by the
person claiming such Certificate to be lost, stolen or destroyed and, if
required by the Surviving Corporation, the posting by such person of a bond, in
such reasonable amount as the Surviving Corporation may direct, as indemnity
against any claim that may be made against it with respect to such Certificate,
the Exchange Agent will issue in exchange for such lost, stolen or destroyed
Certificate the Merger Consideration or New Parent Preferred Stock (if the
Preferred Stockholder Approval



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is obtained) to be paid in respect of the shares of Company Common Stock or
Company Preferred Stock (if the Preferred Stockholder Approval is obtained),
respectively, represented by such Certificates as contemplated by this Article.

        SECTION 1.13. Closing. The closing of the Merger (the "CLOSING") will
take place at 10:00 a.m. on a date to be specified by the parties (the "CLOSING
DATE"), which shall be no later than the second business day after satisfaction
or waiver of the conditions set forth in Article 8, unless another time or date
is agreed to by the parties hereto. The Closing will be held at such location as
is agreed to by the parties hereto.

                                    ARTICLE 2

                            THE SURVIVING CORPORATION

        SECTION 2.1. Articles of Organization. The Articles of Organization of
the Company in effect at the Effective Time shall be the Articles of
Organization of the Surviving Corporation until amended in accordance with
applicable law.

        SECTION 2.2. Bylaws. The bylaws of the Company in effect at the
Effective Time shall be the bylaws of the Surviving Corporation until amended in
accordance with applicable law.

        SECTION 2.3. Directors and Officers. From and after the Effective Time,
until successors are duly elected or appointed and qualified in accordance with
applicable law, (i) the directors of Merger Subsidiary at the Effective Time
shall be the directors of the Surviving Corporation and (ii) the officers (as
defined in Section 10.15) of the Company at the Effective Time shall be the
officers of the Surviving Corporation.



                                    ARTICLE 3

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

        The Company represents and warrants to Parent that, except for
inaccuracies in the representations and warranties resulting from compliance by
the Company with any of its obligations under this Agreement or actions taken by
the Company in accordance with Sections 5.02, 5.03, 7.01 or 7.02 and except as
disclosed in the Company Schedule of Exceptions or in the Company SEC Filings
(as defined herein) filed prior to the date hereof:


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        SECTION 3.1. Corporate Existence and Power. The Company is a corporation
duly incorporated, validly existing and in good standing under the laws of the
Commonwealth of Massachusetts and has all corporate powers and all governmental
licenses, authorizations, permits, consents and approvals required to carry on
its business as now conducted, except for those licenses, authorizations,
permits, consents and approvals the absence of which would not, individually or
in the aggregate, have a material adverse effect (as defined in Section 10.15)
on the Company. The Company is duly qualified to do business as a foreign
corporation and is in good standing in each jurisdiction where such
qualification is necessary, except for those jurisdictions where failure to be
so qualified would not, individually or in the aggregate, have a material
adverse effect on the Company. The Company has heretofore delivered to Parent
true and complete copies of the Articles of Organization and bylaws of the
Company as currently in effect.

        SECTION 3.2. Corporate Authorization. (a) The execution, delivery and
performance by the Company of this Agreement and the consummation of the
transactions contemplated hereby are within the Company's corporate powers and,
except for the required approval of the holders of Company Common Stock in
connection with the consummation of the Merger, have been duly authorized by all
necessary corporate action. The affirmative vote of the holders of two-thirds of
the outstanding shares of Company Common Stock is the only vote of the holders
of any of the Company's capital stock necessary in connection with the
consummation of the Merger. Except for the vote of the holders of Company
Preferred Stock contemplated by Section 1.02 (which is not necessary to permit
the consummation of the Merger), no other vote of the holders of the Company's
capital stock is necessary in connection with the conversion of the Company
Preferred Stock contemplated by this Agreement. This Agreement constitutes a
valid and binding agreement of the Company.

        (b)     The Company's Board of Directors, at a meeting duly called and
held, has unanimously (i) determined that this Agreement and the transactions
contemplated hereby (including the Merger) are fair to and in the best interests
of the Company's stockholders, (ii) approved and adopted this Agreement and the
transactions contemplated hereby (including the Merger), which approval
satisfies in full any applicable requirements of the MBCL and any applicable
requirements of Chapters 110C, 110D and 110F of the Massachusetts General Law,
and (iii) resolved (subject to Section 5.02(b)) to recommend approval and
adoption of this Agreement by the holders of Company Common Stock.

        SECTION 3.3. Governmental Authorization. The execution, delivery and
performance by the Company of this Agreement and the consummation by the Company
of the transactions contemplated hereby require no action by or in respect of,
or filing with, any governmental body, agency, official or authority other than



                                       9
<PAGE>   15

(a) the filing of the Articles of Merger in accordance with the MBCL, (b)
compliance with any applicable requirements of the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 ("HSR ACT"), the Securities Act of 1933 ("1933 ACT"),
the Securities Exchange Act of 1934 ("1934 ACT"), foreign or state securities or
Blue Sky laws and Council Regulation No. 4064/89 of the European Community (the
"EC MERGER REGULATION"), and (c) any other filings, approvals or authorizations
which, if not obtained, would not, individually or in the aggregate, have a
material adverse effect on the Company or materially impair the ability of the
Company to consummate the transactions contemplated by this Agreement.

        SECTION 3.4. Non-contravention. The execution, delivery and performance
by the Company of this Agreement and the consummation by the Company of the
transactions contemplated hereby does not and will not (i) violate the Articles
of Organization or bylaws of the Company, (ii) assuming compliance with the
matters referred to in Section 3.03, violate any applicable law, rule,
regulation, judgment, injunction, order or decree, (iii) require any consent or
other action by any person under, constitute a default under, or give rise to
any right of termination, cancellation or acceleration of any right or
obligation of the Company or any of its subsidiaries or to a loss of any benefit
to which the Company or any of its subsidiaries is entitled under any provision
of any agreement or other instrument binding upon the Company or any of its
subsidiaries or any license, franchise, permit, certificate, approval or other
similar authorization affecting, or relating in any way to, the assets or
business of the Company or any of its subsidiaries or (iv) result in the
creation or imposition of any Lien (as defined herein) on any asset of the
Company or any of its subsidiaries except, in the case of clauses (ii), (iii)
and (iv), for such matters as would not, individually or in the aggregate, have
a material adverse effect on the Company or materially impair the ability of the
Company to consummate the transactions contemplated by this Agreement. "LIEN"
means, with respect to any property or asset, any mortgage, lien, pledge,
charge, security interest, encumbrance or other adverse claim of any kind in
respect of such property or asset.

        SECTION 3.5. Capitalization. The authorized capital stock of the Company
consists of 450,000,000 shares of Company Common Stock and 25,000,000 shares of
preferred stock of the Company (of which 4,000,000 shares are designated as
Series A 8-_% Cumulative Preferred Stock). As of December 27, 1997, there were
outstanding 146,789,296 shares of Company Common Stock, 4,000,000 shares of
Company Preferred Stock, options to purchase an aggregate of approximately
14,470,000 shares of Company Common Stock at an average exercise price of $43.70
per share and an aggregate of 214,638 shares of Company Common Stock issued or
relating to restricted stock awards or other stock-based compensation
arrangements. All outstanding shares of capital stock of the Company have been
duly authorized and validly issued and are fully paid and non-assessable. Except
as set forth in this Section and except for changes since December 27, 1997
resulting



                                       10
<PAGE>   16

from the exercise of employee stock options outstanding on such date, there are
no outstanding (i) shares of capital stock or voting securities of the Company,
(ii) securities of the Company convertible into or exchangeable for shares of
capital stock or voting securities of the Company or (iii) options, restricted
stock, other stock-based compensation awards or other rights to acquire from the
Company or other obligation of the Company to issue, any capital stock, voting
securities or securities convertible into or exchangeable for capital stock or
voting securities of the Company. There are no outstanding obligations of the
Company or any of its subsidiaries to repurchase, redeem or otherwise acquire
any securities referred to in clauses (i), (ii) or (iii) above.

        SECTION 3.6. Subsidiaries. (a) Each subsidiary of the Company is a
corporation duly incorporated, validly existing and in good standing under the
laws of its jurisdiction of incorporation, has all corporate powers and all
governmental licenses, authorizations, permits, consents and approvals required
to carry on its business as now conducted, except for those licenses,
authorizations, permits, consents and approvals the absence of which would not,
individually or in the aggregate, have a material adverse effect on the Company.
Each subsidiary of the Company is duly qualified to do business as a foreign
corporation and is in good standing in each jurisdiction where such
qualification is necessary, except for those jurisdictions where failure to be
so qualified would not, individually or in the aggregate, have a material
adverse effect on the Company. All material subsidiaries of the Company and
their respective jurisdictions of incorporation are identified in the Company's
annual report on Form 10-K for the fiscal year ended June 28, 1997 ("COMPANY
10-K").

        (b)     All of the outstanding capital stock of, or other voting
securities or ownership interests in, each material subsidiary of the Company is
owned by the Company, directly or indirectly, free and clear of any Lien and
free of any other limitation or restriction (including any restriction on the
right to vote, sell or otherwise dispose of such capital stock or other voting
securities or ownership interests), other than any restrictions imposed under
the 1933 Act. Except as set forth in this Section, there are no outstanding (i)
shares of capital stock or other voting securities or ownership interests in any
of the Company's subsidiaries, (ii) securities of the Company or any of its
subsidiaries convertible into or exchangeable for shares of capital stock or
other voting securities or ownership interests in any of the Company's
subsidiaries or (iii) options or other rights to acquire from the Company or any
of its subsidiaries, or other obligation of the Company or any of its
subsidiaries to issue, any capital stock or other voting securities or ownership
interests in, or any securities convertible into or exchangeable for any capital
stock or other voting securities or ownership interests in, any of the Company's
subsidiaries. There are no outstanding obligations of the Company or any of its
subsidiaries to repurchase, redeem or otherwise acquire any of the securities
referred to in clauses 



                                       11
<PAGE>   17

(i), (ii) or (iii) above.

        SECTION 3.7. SEC Filings. (a) The Company has delivered to Parent (i)
the Company's annual report on Form 10-K for its fiscal year ended June 28,
1997, (ii) its quarterly report on Form 10-Q for its fiscal quarter ended
September 28, 1997, (iii) its proxy or information statements relating to
meetings of, or actions taken without a meeting by, the stockholders of the
Company held since June 28, 1997 and (iv) all of its other reports, statements,
schedules and registration statements filed with the Securities and Exchange
Commission ("SEC") since June 28, 1997 (the documents referred to in this
Section 3.07(a) being referred to collectively as the "COMPANY SEC FILINGS").
The Company's quarterly report on Form 10-Q for its fiscal quarter ended
September 28, 1997 is referred to herein as the "COMPANY 10-Q".

        (b)     As of its filing date, each Company SEC Filing complied as to
form in all material respects with the applicable requirements of the 1933 Act
and the 1934 Act.

        (c)     As of its filing date, each Company SEC Filing filed pursuant to
the 1934 Act did not contain any untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements made therein,
in the light of the circumstances under which they were made, not misleading.

        (d)     Each such registration statement, as amended or supplemented, if
applicable, filed pursuant to the 1933 Act did not, as of the date such
statement or amendment became effective, contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading.

        SECTION 3.8. Financial Statements. The audited consolidated financial
statements and unaudited consolidated interim financial statements of the
Company included in the Company SEC Filings fairly present, in conformity with
United States generally accepted accounting principles ("GAAP") applied on a
consistent basis (except as may be indicated in the notes thereto), the
consolidated financial position of the Company and its subsidiaries as of the
dates thereof and their consolidated results of operations and cash flows for
the periods then ended (subject to normal year-end adjustments in the case of
any unaudited interim financial statements). For purposes of this Agreement,
"COMPANY BALANCE SHEET" means the consolidated balance sheet of the Company as
of September 28, 1997 set forth in the Company 10-Q and "COMPANY BALANCE SHEET
DATE" means September 28, 1997.

        SECTION 3.9. Disclosure Documents. (a) The proxy or information
statement of the Company to be filed with the SEC in connection with the Merger
(the



                                       12
<PAGE>   18

"COMPANY PROXY STATEMENT") and any amendments or supplements thereto will, when
filed, comply as to form in all material respects with the applicable
requirements of the 1934 Act. At the time the Company Proxy Statement or any
amendment or supplement thereto is first mailed to stockholders of the Company
and at the time such stockholders vote on the approval and adoption of this
Agreement, the Company Proxy Statement, as supplemented or amended, if
applicable, will not contain any untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements contained
therein, in the light of the circumstances under which they were made, not
misleading. The foregoing representations and warranties will not apply to
statements or omissions included in the Company Proxy Statement or any amendment
or supplement thereto based upon information furnished to the Company by Parent
for use therein.

        (b)     None of the information furnished to Parent for use in (or
incorporation by reference in) the Registration Statement (as defined in Section
4.09(a)) or any amendment or supplement thereto will contain, at the time the
Registration Statement or any amendment or supplement thereto becomes effective
or at the Effective Time, any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary in order to
make the statements contained therein not misleading.

        SECTION 3.10. Absence of Certain Changes. Since the Company Balance
Sheet Date, the business of the Company and its subsidiaries has been conducted
in the ordinary course consistent with past practices and there has not been:

        (a)     any event, occurrence, development or state of circumstances or
facts which would, individually or in the aggregate, have a material adverse
effect on the Company (other than adverse effects resulting from the execution
and performance of this Agreement, changes in general economic conditions or
general changes in the computer industry);

        (b)     any declaration, setting aside or payment of any dividend or
other distribution with respect to any shares of capital stock of the Company
other than dividends not exceeding $8,875,000 in the aggregate per quarter on
the Company Preferred Stock, or any repurchase, redemption or other acquisition
by the Company or any of its subsidiaries of any outstanding shares of capital
stock or other securities of, or other ownership interests in, the Company or
any of its subsidiaries;

        (c)     except for amendments to the Company's Rights Agreement
contemplated by Section 3.21, any amendment of any material term of any 
outstanding security of the Company or any of its subsidiaries;

        (d)     any incurrence, assumption or guarantee by the Company or any of
its subsidiaries of any material indebtedness for borrowed money other than in
the 



                                       13
<PAGE>   19

ordinary course and in amounts and on terms consistent with past practices;

        (e)     any creation or other incurrence by the Company or any of its
subsidiaries of any Lien on any material asset other than in the ordinary course
consistent with past practices;

        (f)     any making of any material loan, advance or capital
contributions to or investment in any person other than loans, advances or
capital contributions to or investments in wholly-owned subsidiaries of the
Company made in the ordinary course consistent with past practices;

        (g)     as of the date hereof, any damage, destruction or other casualty
loss (whether or not covered by insurance) affecting the business or assets of
the Company or any of its subsidiaries which would, individually or in the
aggregate, have a material adverse effect on the Company;

        (h)     any transaction or commitment made, or any contract or agreement
entered into, by the Company or any of its subsidiaries relating to its assets
or business (including the acquisition or disposition of any assets) or any
relinquishment by the Company or any of its subsidiaries of any contract or
other right, in either case, material to the Company and its subsidiaries, taken
as a whole, other than transactions and commitments in the ordinary course
consistent with past practices and those contemplated by this Agreement;

        (i)     any change in any method of accounting, method of tax
accounting, or accounting practice by the Company or any of its subsidiaries,
except for any such change required by reason of a concurrent change in GAAP or
Regulation S-X promulgated under the 1934 Act;

        (j)     any (i) grant of any severance or termination pay to any current
or former director, officer or employee of the Company or any of its
subsidiaries, (ii) increase in benefits payable under any existing severance or
termination pay policies or employment agreements, (iii) entering into of any
employment, deferred compensation or other similar agreement (or any amendment
to any such existing agreement) with any current or former director, officer or
employee of the Company or any of its subsidiaries, (iv) establishment, adoption
or amendment (except as required by applicable law) of any collective
bargaining, bonus, profit sharing, thrift, pension, retirement, deferred
compensation, compensation, stock option, restricted stock or other benefit plan
or arrangement covering any current or former director, officer or employee of
the Company or any of its subsidiaries, or (v) increase in compensation, bonus
or other benefits payable or otherwise made available to any current or former
director, officer or employee of the Company or any of its subsidiaries (other
than ordinary course salary increases for employees other than 



                                       14
<PAGE>   20

officers and directors);

        (k)     any material labor dispute, other than routine individual
grievances, or, to the knowledge (as defined in Section 10.15) of the Company,
any activity or proceeding by a labor union or representative thereof to
organize any employees of the Company or any of its subsidiaries, which
employees were not subject to a collective bargaining agreement at the Company
Balance Sheet Date, or any material lockouts, strikes, slowdowns, work stoppages
or threats thereof by or with respect to such employees; or

        (l)     any tax election or any settlement or compromise of any tax
liability, in either case that is material to the Company and its subsidiaries,
taken as a whole.

        SECTION 3.11. No Undisclosed Material Liabilities. As of the date
hereof, there are no liabilities of the Company or any of its subsidiaries of
any kind whatsoever, whether accrued, contingent, absolute, determined,
determinable or otherwise, and there is no existing condition, situation or set
of circumstances which could reasonably be expected to result in such a
liability, other than:

        (a)     liabilities or obligations provided for in the Company Balance
Sheet or disclosed in the notes thereto;

        (b)     other liabilities or obligations, which would not, individually
or in the aggregate, have a material adverse effect on the Company; and

        (c)     liabilities or obligations under this Agreement.

        SECTION 3.12. Compliance with Laws and Court Orders. The Company and
each of its subsidiaries is and has been in compliance with, and to the
knowledge of the Company, is not under investigation with respect to and has not
been threatened to be charged with or given notice of any violation of, any
applicable law, rule, regulation, judgment, injunction, order or decree, except
for such matters as would not, individually or in the aggregate, have a material
adverse effect on the Company.

        SECTION 3.13. Litigation. Except as set forth in the Company SEC Filings
prior to the date hereof, there is no action, suit, investigation, audit or
proceeding pending against, or to the knowledge of the Company threatened
against or affecting, the Company or any of its subsidiaries or any of their
respective properties before any court or arbitrator or any governmental body,
agency or official which would, individually or in the aggregate, have a
material adverse effect on the Company.

        SECTION 3.14. Finder's Fees. Except for Lehman Brothers, a copy of whose
engagement agreement has been provided to Parent, there is no investment 



                                       15
<PAGE>   21

banker, broker, finder or other intermediary which has been retained by or is
authorized to act on behalf of the Company or any of its subsidiaries who might
be entitled to any fee or commission in connection with the transactions
contemplated by this Agreement.

        SECTION 3.15. Taxes. Except as set forth in the Company Balance Sheet
(including the notes thereto) and except as would not, individually or in the
aggregate, have a material adverse effect on the Company, (i) all tax returns,
statements, reports and forms (collectively, the "COMPANY RETURNS") required to
be filed with any taxing authority by, or with respect to, the Company and its
subsidiaries and each affiliated, combined, consolidated or unitary group of
which the Company is a member are true, correct and complete and have been filed
in accordance with all applicable laws; (ii) the Company and its subsidiaries
have timely paid all taxes shown as due and payable on the Company Returns that
have been so filed (other than taxes which are being contested in good faith and
for which adequate reserves are reflected on the Company Balance Sheet) and, as
of the time of filing, the Company Returns correctly reflected the facts
regarding the income, business, assets, operations, activities and the status of
the Company and its subsidiaries; (iii) the Company and its subsidiaries have
made adequate provision in accordance with GAAP for all taxes payable by the
Company and its subsidiaries for which no Company Return has yet been filed;
(iv) the charges, accruals and reserves for taxes with respect to the Company
and its subsidiaries reflected on the Company Balance Sheet are adequate under
GAAP to cover the tax liabilities accruing through the date thereof; (v) there
is no action, suit, proceeding, audit or claim now proposed or pending against
or with respect to the Company or any of its subsidiaries in respect of any tax
where there is a reasonable possibility of an adverse determination; (vi)
neither the Company nor any of its subsidiaries has been a United States real
property holding corporation within the meaning of Section 897(c)(2) of the Code
during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code;
and (vii) neither the Company nor any of its subsidiaries has been a member of
an affiliated, consolidated, combined or unitary group other than one of which
the Company was the common parent.

        SECTION 3.16. Employees Benefit Plans. (a) Prior to the date hereof, the
Company has provided Parent with a list identifying each material "EMPLOYEE
BENEFIT PLAN," as defined in Section 3(3) of the Employee Retirement Income
Security Act of 1974 ("ERISA"), each employment, severance or similar contract,
plan, arrangement or policy applicable to any director, former director,
employee or former employee of the Company or any of its affiliates (as defined
in Section 10.15) and each material plan or arrangement, (written or oral),
providing for compensation, bonuses, profit-sharing, stock option or other stock
related rights or other forms of incentive or deferred compensation, vacation
benefits, insurance coverage (including any self-insured arrangements), health
or medical benefits, disability benefits, 



                                       16
<PAGE>   22

workers' compensation, supplemental unemployment benefits, severance benefits
and post-employment or retirement benefits (including compensation, pension,
health, medical or life insurance benefits) which is maintained, administered or
contributed to by the Company or any of its affiliates and covers any employee
or director or former employee or director of the Company or any of its
affiliates, or under which the Company or any of its affiliates has any
liability. Such plans are referred to collectively herein as the "COMPANY
EMPLOYEE PLANS".

        (b)     Each Company Employee Plan has been maintained in compliance
with its terms and with the requirements prescribed by any and all statutes,
order, rules and regulations (including but not limited to ERISA and the Code)
which are applicable to such Plan, except where failure to so comply would not,
individually or in the aggregate, have a material adverse effect on the Company.

        (c)     Neither the Company nor any affiliate of the Company has
incurred a liability under Title IV of ERISA that has not been satisfied in
full, and no condition exists that presents a material risk to the Company or
any affiliate of the Company of incurring any such liability other than
liability for premiums due the Pension Benefit Guaranty Corporation (which
premiums have been paid when due).

        (d)     Each Company Employee Plan which is intended to be qualified
under Section 401(a) of the Code is so qualified and has been so qualified
during the period from its adoption to date, and each trust forming a part
thereof is exempt from tax pursuant to Section 501(a) of the Code.

        (e)     No director or officer or other employee of the Company or any
of its subsidiaries will become entitled to any retirement, severance or similar
benefit or enhanced or accelerated benefit solely as a result of the
transactions contemplated hereby. Without limiting the generality of the
foregoing, no amount required to be paid or payable to or with respect to any
employee of the Company or any of its subsidiaries in connection with the
transactions contemplated hereby (either solely as a result thereof or as a
result of such transactions in conjunction with any other event) will be an
"excess parachute payment" within the meaning of Section 280G of the Code.

        (f)     Except as set forth in the Company SEC Filings prior to the date
hereof, no Company Employee Plan provides post-retirement health and medical,
life or other insurance benefits for retired employees of the Company or any of
its subsidiaries.

        (g)     There has been no amendment to, written interpretation or
announcement (whether or not written) by the Company or any of its affiliates
relating to, or change in employee participation or coverage under, any Company
Employee Plan which would increase materially the expense of maintaining such

                                       17
<PAGE>   23
Company Employee Plan above the level of the expense incurred in respect thereof
for the 12 months ended on the Company Balance Sheet Date.

        SECTION 3.17. Environmental Matters. (a) Except as set forth in the
Company SEC Filings prior to the date hereof and except as would not,
individually or in the aggregate, have a material adverse effect on the Company,

                (i)     no notice, notification, demand, request for
        information, citation, summons or order has been received, no complaint
        has been filed, no penalty has been assessed, and no investigation,
        action, claim, suit, proceeding or review is pending or, to the
        knowledge of the Company, is threatened by any governmental entity or
        other person relating to or arising out of any Environmental Law;

                (ii)    the Company is and has been in compliance with all
        Environmental Laws and all Environmental Permits; and

                (iii)   there are no liabilities of or relating to the Company
        or any of its subsidiaries of any kind whatsoever, whether accrued,
        contingent, absolute, determined, determinable or otherwise arising
        under or relating to any Environmental Law and there are no facts,
        conditions, situations or set of circumstances which could reasonably be
        expected to result in or be the basis for any such liability.

        (b)     The following terms shall have the meaning set forth below:

        "COMPANY" and "ITS SUBSIDIARIES" shall, for purposes of this Section,
include any entity which is, in whole or in part, a corporate predecessor of the
Company or any of its subsidiaries.

        "ENVIRONMENTAL LAWS" means any federal, state, local or foreign law
(including, without limitation, common law), treaty, judicial decision,
regulation, rule, judgment, order, decree, injunction, permit or governmental
restriction or requirement or any agreement with any governmental authority or
other third party, relating to human health and safety or the environment and
arising from the use, presence, disposal, discharge or release of pollutants,
contaminants, wastes or chemicals or any toxic, radioactive, ignitable,
corrosive, reactive or otherwise hazardous substances, wastes or materials.

        "ENVIRONMENTAL PERMITS" means, with respect to any person, all permits,
licenses, franchises, certificates, approvals and other similar authorizations
of governmental authorities relating to or required by Environmental Laws and
affecting, or relating in any way to, the business of such person as currently




                                       18
<PAGE>   24

conducted.

        SECTION 3.18. Purchase Accounting Treatment. The Company intends that
the Merger be accounted for under the "purchase" method of accounting.

        SECTION 3.19. Opinion of Financial Advisor. The Company's Board of
Directors has received the opinion of Lehman Brothers, financial advisor to the
Company, to the effect that, as of the date of this Agreement, the Merger
Consideration and the New Parent Preferred Stock (if the Preferred Stockholder
Approval is obtained) is fair to the holders of Company Common Stock and Company
Preferred Stock (if the Preferred Stockholder Approval is obtained),
respectively, from a financial point of view, and such opinion has not been
withdrawn.

        SECTION 3.20. Patents and Other Proprietary Rights. The Company and its
subsidiaries have rights to use, whether through ownership, licensing or
otherwise, all patents, trademarks, service marks, trade names, copyrights,
trade secrets, and other proprietary rights and processes of which the Company
is aware that are material to its business as now conducted (collectively the
"COMPANY INTELLECTUAL PROPERTY Rights"). Except for such matters as would not,
individually or in the aggregate, have a material adverse effect on the Company,
(a) the Company and its subsidiaries have not assigned, hypothecated or
otherwise encumbered any of the Company Intellectual Property Rights and (b)
none of the licenses included in the Company Intellectual Property Rights
purports to grant sole or exclusive licenses to another person including,
without limitation, sole or exclusive licenses limited to specific fields of
use. To the best of the Company's knowledge, the patents owned by the Company
and its subsidiaries are valid and enforceable and any patent issuing from
patent applications of the Company and its subsidiaries will be valid and
enforceable, except as such invalidity or unenforceability would not,
individually or in the aggregate, have a material adverse effect on the Company.
The Company has no knowledge of any infringement by any other person of any of
the Company Intellectual Property Rights, and the Company and its subsidiaries
have not, to the Company's knowledge, entered into any agreement to indemnify
any other party against any charge of infringement of any of the Company
Intellectual Property Rights, except for such matters as would not, individually
or in the aggregate, have a material adverse effect on the Company. To the best
of the Company's knowledge, the Company and its subsidiaries have not and do not
violate or infringe any intellectual property right of any other person, and
neither the Company nor any of its subsidiaries have received any communication
alleging that it violates or infringes the intellectual property right of any
other person, except for such matters as would not, individually or in the
aggregate, have a material adverse effect on the Company. Except for such
matters as would not, individually or in the aggregate, have a material adverse
effect on the Company, the Company and its subsidiaries have not 



                                       19
<PAGE>   25

been sued for infringing any intellectual property right of another person. None
of the Company Intellectual Property Rights or other know-how relating to the
business of the Company and its subsidiaries, the value of which to the Company
is contingent upon maintenance of the confidentiality thereof, has been
disclosed by the Company or any affiliate thereof to any person other than those
persons who are bound to hold such information in confidence pursuant to
confidentiality agreements or by operation of law.

        SECTION 3.21. Antitakeover Statutes and Rights Agreement. The Board of
Directors of the Company has approved this Agreement and the transactions
contemplated hereby, and neither the provisions of Chapter 110C, 110D, or 110F
of the Massachusetts General Laws nor any other antitakeover or similar statute
or regulation applies to the transactions contemplated hereby. The Company has
taken all action necessary to render the Rights issued pursuant to the terms of
the Company's Rights Agreement inapplicable to the Merger, this Agreement, and
the other transactions contemplated hereby.



                                    ARTICLE 4

                    REPRESENTATIONS AND WARRANTIES OF PARENT

        Parent represents and warrants to the Company that, except for
inaccuracies in the representations and warranties resulting from compliance by
Parent with any of its obligations under this Agreement or actions taken by the
Company in accordance with Sections 7.01 or 7.02, and except as disclosed in the
Parent Schedule of Exceptions or the Parent SEC Filings (as defined herein)
filed prior to the date hereof:

        SECTION 4.1. Corporate Existence and Power. Parent is a corporation duly
incorporated, validly existing and in good standing under the laws of the State
of Delaware. At the Effective Time, Merger Subsidiary will be a corporation duly
incorporated, validly existing and in good standing under the laws of the
Commonwealth of Massachusetts. Parent has all corporate powers and all
governmental licenses, authorizations, permits, consents and approvals required
to carry on its business as now conducted, except for those licenses,
authorizations, permits, consents and approvals the absence of which would not,
individually or in the aggregate, have a material adverse effect on Parent.
Parent is duly qualified to do business as a foreign corporation and is in good
standing in each jurisdiction where such qualification is necessary, except for
those jurisdictions where failure to be so qualified would not, individually or
in the aggregate, have a material adverse effect on Parent. Parent has
heretofore delivered to the Company true and complete copies




                                       20
<PAGE>   26

of the certificate of incorporation and bylaws of Parent as currently in effect.
From the date of its incorporation, Merger Subsidiary will not engage in any
activities other than in connection with or as contemplated by this Agreement.

        SECTION 4.2. Corporate Authorization. The execution, delivery and
performance by Parent of this Agreement and the consummation by Parent and
Merger Subsidiary of the transactions contemplated hereby are within the
corporate powers of Parent and Merger Subsidiary and have been duly authorized
by all necessary corporate action. This Agreement constitutes a valid and
binding agreement of Parent.

        SECTION 4.3. Governmental Authorization. The execution, delivery and
performance by Parent of this Agreement and the consummation by Parent and
Merger Subsidiary of the transactions contemplated hereby require no action by
or in respect of, or filing with, any governmental body, agency, official or
authority other than (a) the filing of the Articles of Merger in accordance with
the MBCL, (b) compliance with any applicable requirements of the HSR Act, the
1933 Act, the 1934 Act, foreign or state securities or Blue Sky laws and the EC
Merger Regulation, and (c) any other filings, approvals or authorizations which,
if not obtained, would not, individually or in the aggregate, have a material
adverse effect on Parent or materially impair the ability of the Parent or
Merger Subsidiary to consummate the transactions contemplated by this Agreement.

        SECTION 4.4. Non-contravention. The execution, delivery and performance
by Parent of this Agreement, and the consummation by Parent and Merger
Subsidiary of the transactions contemplated hereby do not and will not (i)
violate the certificate of incorporation or bylaws of Parent or the articles of
organization or bylaws of Merger Subsidiary, (ii) assuming compliance with the
matters referred to in Section 4.03, violate any applicable law, rule,
regulation, judgment, injunction, order or decree, (iii) require any consent or
other action by any person under, constitute a default under, or give rise to
any right of termination, cancellation or acceleration of any right or
obligation of Parent or any of its subsidiaries or to a loss of any benefit to
which Parent or any of its subsidiaries is entitled under any provision of any
agreement or other instrument binding upon Parent or any of its subsidiaries or
any license, franchise, permit, certificate, approval or other similar
authorization affecting, or relating in any way to, the assets or business of
Parent or any of its subsidiaries or (iv) result in the creation or imposition
of any Lien on any asset of Parent or any of its subsidiaries except, in the
case of clauses (ii), (iii) and (iv), for such matters as would not,
individually or in the aggregate, have a material adverse effect on Parent or
materially impair the ability of Parent to consummate the transactions
contemplated by this Agreement.

        SECTION 4.5. Capitalization. (a) The authorized capital stock of Parent




                                       21

<PAGE>   27
consists of 3,000,000,000 shares of Parent Common Stock, and 10,000,000 shares
of preferred stock, par value $0.01 per share ("PARENT PREFERRED STOCK"). No
shares of Parent Preferred Stock have been issued. As of December 31, 1997
(adjusted to reflect the two-for-one stock split with a record date of December
31, 1997) there were outstanding 1,518,576,494 shares of Parent Common Stock,
3,337,354 shares of Parent Common Stock held as treasury shares, options to
purchase an aggregate of 117,172,850 shares of Parent Common Stock and warrants
to purchase an aggregate of 1,050,000 shares of Parent Common Stock. All
outstanding shares of capital stock of Parent have been duly authorized and
validly issued and are fully paid and non-assessable. Except as set forth in
this Section and except for changes since December 31, 1997 resulting from the
transactions contemplated hereby, the exercise of stock options or the grant of
stock based compensation to directors or employees or from the issuance of stock
in connection with a merger or other acquisition or business combination
determined by Parent's Board of Directors to be in the best interests of Parent
and its stockholders, there are no outstanding (i) shares of capital stock or
voting securities of Parent, (ii) securities of Parent convertible into or
exchangeable for shares of capital stock or voting securities of Parent or (iii)
options or other rights to acquire from Parent or other obligation of Parent to
issue, any capital stock, voting securities or securities convertible into or
exchangeable for capital stock or voting securities of Parent. There are no
outstanding obligations of Parent or any of its subsidiaries to repurchase,
redeem or otherwise acquire any securities referred to in clauses (i), (ii) or
(iii) above. 


        (b)     The shares of Parent Common Stock to be issued as part of the
Merger Consideration have been duly authorized and when issued and delivered in
accordance with the terms of this Agreement, will have been validly issued and
will be fully paid and non-assessable and the issuance thereof is not subject to
any preemptive or other similar right.

        SECTION 4.6. Subsidiaries. (a) Each subsidiary of Parent is a
corporation duly incorporated, validly existing and in good standing under the
laws of its jurisdiction of incorporation, has all corporate powers and all
governmental licenses, authorizations, permits, consents and approvals required
to carry on its business as now conducted, except for those licenses,
authorizations, permits, consents and approvals the absence of which would not,
individually or in the aggregate, have a material adverse effect on Parent. Each
subsidiary of Parent is duly qualified to do business as a foreign corporation
and is in good standing in each jurisdiction where such qualification is
necessary, except for those jurisdictions where failure to be so qualified would
not, individually or in the aggregate, have a material adverse effect on Parent.
All material subsidiaries of Parent and their respective jurisdictions of
incorporation are identified in Parent's annual report on Form 10-K for the
fiscal year ended December 31, 1996 ("PARENT 10-K").



                                       22
<PAGE>   28

        (b)     All of the outstanding capital stock of, or other voting
securities or ownership interests in, each material subsidiary of Parent, is
owned by Parent, directly or indirectly, free and clear of any Lien and free of
any other limitation or restriction (including any restriction on the right to
vote, sell or otherwise dispose of such capital stock or other voting securities
or ownership interests), other than any restrictions imposed under the 1933 Act.
Except as set forth in this Section, there are no outstanding (i) shares of
capital stock or other voting securities or ownership interests in any of
Parent's subsidiaries, (ii) securities of Parent or any of its subsidiaries
convertible into or exchangeable for shares of capital stock or other voting
securities or ownership interests in any of its subsidiaries or (iii) options or
other rights to acquire from Parent or any of its subsidiaries, or other
obligation of Parent or any of its subsidiaries to issue, any capital stock or
other voting securities or ownership interests in, or any securities convertible
into or exchangeable for any capital stock or other voting securities or
ownership interests in, any of Parent's subsidiaries. There are no outstanding
obligations of Parent or any of its subsidiaries to repurchase, redeem or
otherwise acquire any of the securities referred to in clauses (i), (ii) or (ii)
above.

        SECTION 4.7. SEC Filings. (a) Parent has delivered to the Company (i)
its annual report on Form 10-K for its fiscal year ended December 31, 1996, (ii)
its quarterly reports on Form 10-Q for its fiscal quarters ended after December
31, 1996, (iii) its proxy or information statements relating to meetings of or
actions taken without a meeting by Parent's stockholders held since December 31,
1996, and (iv) all of its other reports, statements, schedules and registration
statements filed with the SEC since December 31, 1996 (the documents referred to
in this Section 4.07(a) being referred to collectively as the "PARENT SEC
FILINGS"). The Parent's quarterly report on Form 10-Q for its fiscal quarter
ended September 30, 1997 is referred to herein as the "PARENT 10-Q".

        (b)     As of its filing date, each Parent SEC Filing complied as to
form in all material respects with the applicable requirements of the 1933 Act
and the 1934 Act.

        (c)     As of its filing date, each Parent SEC Filing filed pursuant to
the 1934 Act did not contain any untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements made therein,
in the light of the circumstances under which they were made, not misleading.

        (d)     Each such registration statement as amended or supplemented, if
applicable, filed pursuant to the 1933 Act did not, as of the date such
statement or amendment became effective, contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading.




                                       23
<PAGE>   29
        SECTION 4.8. Financial Statements. The audited consolidated financial
statements and unaudited consolidated interim financial statements of Parent
included in the Parent SEC Filings fairly present, in conformity with GAAP
applied on a consistent basis (except as may be indicated in the notes thereto),
the consolidated financial position of Parent and its subsidiaries as of the
dates thereof and their consolidated results of operations and cash flows for
the periods then ended (subject to normal year-end adjustments in the case of
any unaudited interim financial statements). For purposes of this Agreement,
"PARENT BALANCE Sheet" means the consolidated balance sheet of Parent as of
September 30, 1997 set forth in the Parent 10-Q and "PARENT BALANCE SHEET DATE"
means September 30, 1997.

        SECTION 4.9. Disclosure Documents. (a) The registration statement of
Parent to be filed with the SEC with respect to the offering of Parent Common
Stock, Parent Preferred Stock, if any, and Parent Depositary Shares, if any, in
connection with the Merger (the "REGISTRATION STATEMENT") and any amendments or
supplements thereto will, when filed, comply as to form in all material respects
with the applicable requirements of the 1933 Act. At the time the Registration
Statement or any amendment or supplement thereto becomes effective and at the
Effective Time, the Registration Statement, as amended or supplemented, if
applicable, shall not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary in order to
make the statements contained therein not misleading. The foregoing
representations and warranties will not apply to statements or omissions
included in the Registration Statement or any amendment or supplement thereto
based upon information furnished to Parent or Merger Subsidiary by the Company
for use therein.

        (b)     None of the information furnished to the Company for use in (or
incorporation by reference in) the Company Proxy Statement or any amendment or
supplement thereto will contain, at the time the Company Proxy Statement or any
amendment or supplement thereto is first mailed to stockholders of the Company
or at the time the stockholders vote on the approval and adoption of this
Agreement, any untrue statement of a material fact or omit to state any material
fact necessary in order to make the statements contained therein, in the light
of the circumstances under which they were made, not misleading.

        SECTION 4.10. Absence of Certain Changes. Since the Parent Balance Sheet
Date, the business of Parent and its subsidiaries has been conducted in the
ordinary course consistent with past practices, and there has not been:

        (a)     any event, occurrence, development or state of circumstances or
facts which would, individually or in the aggregate, have a material adverse
effect on Parent (other than adverse effects resulting from the execution and
performance of this Agreement, changes in general economic conditions or general
changes in the 




                                       24
<PAGE>   30

computer industry);

        (b)     any declaration, setting aside or payment of any dividend or
other distribution with respect to any shares of capital stock of Parent other
than Parent's quarterly cash dividend, or any repurchase, redemption or other
acquisition by Parent or any of its subsidiaries of any outstanding shares of
capital stock or other securities of, or other ownership interests in, the
Parent or any of its subsidiaries;

        (c)     any change in any method of accounting, method of tax
accounting, or accounting practice by Parent or any of its subsidiaries, except
for any such change required by reason of a concurrent change in GAAP or
Regulation S-X promulgated under the 1934 Act;

        (d)     as of the date hereof, any damage, destruction or other casualty
loss (whether or not covered by insurance) affecting the business or assets of
Parent or any of its subsidiaries which would, individually or in the aggregate,
have a material adverse effect on Parent; or

        (e)     any material labor dispute, other than routine individual
grievances, or, to the knowledge of Parent, any activity or proceeding by a
labor union or representative thereof to organize any employees of Parent or any
of its subsidiaries, which employees were not subject to a collective bargaining
agreement at the Parent Balance Sheet Date, or any material lockouts, strikes,
slowdowns, work stoppages or threats thereof by or with respect to such
employees.

        SECTION 4.11. No Undisclosed Material Liabilities. As of the date
hereof, there are no liabilities of Parent or any of its subsidiaries of any
kind whatsoever, whether accrued, contingent, absolute, determined, determinable
or otherwise, and there is no existing condition, situation or set of
circumstances which could reasonably be expected to result in such a liability,
other than:

        (a)     liabilities or obligations provided for in the Parent Balance
Sheet or disclosed in the notes thereto;

        (b)     other liabilities or obligations, which would not, individually
or in the aggregate, have a material adverse effect on Parent; and

        (c)     liabilities or obligations under this Agreement.

        SECTION 4.12. Compliance with Laws and Court Orders. Parent and each of
its subsidiaries is and has been in compliance with, and to the knowledge of
Parent, is not under investigation with respect to and has not been threatened
to be charged with or given notice of any violation of, any applicable law,
rule, regulation, 



                                       25
<PAGE>   31

judgment, injunction, order or decree, except for such matters as would not,
individually or in the aggregate, have a material adverse effect on Parent.

        SECTION 4.13. Litigation. Except as set forth in the Parent SEC Filings
prior to the date hereof, there is no action, suit, investigation, audit, or
proceeding pending against, or to the knowledge of Parent threatened against or
affecting, Parent or any of its subsidiaries or any of their respective
properties before any court or arbitrator or any governmental body, agency or
official which would, individually or in the aggregate, have a material adverse
effect on Parent.

        SECTION 4.14. Finder's Fees. Except for Greenhill & Co. L.L.C. and
Morgan Stanley & Co. Incorporated, a copy of whose respective engagement
agreements have been provided to the Company, there is no investment banker,
broker, finder or other intermediary which has been retained by or is authorized
to act on behalf of Parent or any of its subsidiaries who might be entitled to
any fee or commission in connection with the transactions contemplated by this
Agreement.

        SECTION 4.15. Taxes. Except as set forth in the Parent Balance Sheet
(including the notes thereto) and except as would not, individually or in the
aggregate, have a material adverse effect on Parent, (i) all tax returns,
statements, reports and forms (collectively, the "PARENT RETURNS") required to
be filed with any taxing authority by, or with respect to, Parent and its
subsidiaries and each affiliated, combined, consolidated or unitary group of
which Parent is a member are true, correct and complete and have been filed in
accordance with all applicable laws; (ii) Parent and its subsidiaries have
timely paid all taxes shown as due and payable on the Parent Returns that have
been so filed (other than taxes which are being contested in good faith and for
which adequate reserves are reflected on the Parent Balance Sheet) and, as of
the time of filing, the Parent Returns correctly reflected facts regarding the
income, business, assets, operations, activities and the status of Parent and
its subsidiaries; (iii) Parent and its subsidiaries have made adequate provision
in accordance with GAAP for all taxes payable by Parent and its subsidiaries for
which no Parent Return has yet been filed; (iv) the charges, accruals and
reserves for taxes with respect to Parent and its subsidiaries reflected on
Parent Balance Sheet are adequate under GAAP to cover the tax liabilities
accruing through the date thereof; (v) there is no action, suit, proceeding,
audit or claim now proposed or pending against or with respect to Parent or any
of its subsidiaries in respect of any tax where there is a reasonable
possibility of an adverse determination; (vi) neither the Parent nor any of its
subsidiaries has been a United States real property holding corporation within
the meaning of Section 897(c)(2) of the Code during the applicable period
specified in Section 897(c)(1)(A)(ii) of the Code; and (vii) neither the Parent
nor any of its subsidiaries has been a member of an affiliated, consolidated,
combined or unitary group other than one of which the Parent was the common
parent.



                                       26
<PAGE>   32

        SECTION 4.16. Employee Benefit Plans. (a) Each Parent Employee Plan, as
hereinafter defined, has been maintained in compliance with its terms and with
the requirements prescribed by any and all statutes, order, rules and
regulations (including but not limited to ERISA and the Code) which are
applicable to such Plan, except where failure to so comply would not,
individually or in the aggregate, have a material adverse effect on Parent. For
purposes of this Agreement, "PARENT EMPLOYEE PLAN" shall mean each material
"EMPLOYEE BENEFIT PLAN" as defined in Section 3(3) of ERISA, each employment,
severance or similar contract, plan, arrangement or policy and each plan or
arrangement, (written or oral), providing for compensation, bonuses,
profit-sharing, stock option or other stock related rights or other forms of
incentive or deferred compensation, vacation benefits, insurance coverage
(including any self-insured arrangements), health or medical benefits,
disability benefits, workers' compensation, supplemental unemployment benefits,
severance benefits and post-employment or retirement benefits (including
compensation, pension, health, medical or life insurance benefits) which is
maintained, administered or contributed to by Parent or any affiliate of Parent
and covers any employee or director or former employee or director of Parent or
any affiliate of Parent or under which Parent or any affiliate of Parent has any
liability.

        (b)     At no time has Parent or any person who was at that time an
affiliate of Parent maintained an employee benefit plan subject to Title IV of
ERISA.

        (c)     Each Parent Employee Plan which is intended to be qualified
under Section 401(a) of the Code is so qualified and has been so qualified
during the period from its adoption to date, and each trust forming a part
thereof is exempt from tax pursuant to Section 501(a) of the Code.

        (d)     Except as disclosed in writing to the Company prior to the date
hereof, there has been no amendment to, written interpretation or announcement
(whether or not written) by Parent or any of its affiliates relating to, or
change in employee participation or coverage under, any Parent Employee Plan
which would increase materially the expense of maintaining such Parent Employee
Plan above the level of the expense incurred in respect thereof for the 12
months ended on the Parent Balance Sheet Date.

        (e)     No director or officer or, to the knowledge of Parent, other
employee of Parent or any of its subsidiaries will become entitled to any
retirement, severance or similar benefit or enhanced or accelerated benefit
solely as a result of the transactions contemplated hereby. Without limiting the
generality of the foregoing, no amount required to be paid or payable to or with
respect to any employee of Parent or any of its subsidiaries in connection with
the transactions contemplated hereby (either solely as a result thereof or as a
result of such transactions in conjunction with any other event) will be an
"excess parachute payment" within the meaning of Section 280G of



                                       27
<PAGE>   33

the Code.

        SECTION 4.17. Environmental Matters. Except as set forth in the Parent
SEC Filings prior to the date hereof and except as would not, individually or in
the aggregate, have a material adverse effect on Parent,

                (i)     no notice, notification, demand, request for
        information, citation, summons or order has been received, no complaint
        has been filed, no penalty has been assessed, and no investigation,
        action, claim, suit, proceeding or review is pending or, to the
        knowledge of Parent, is threatened by any governmental entity or other
        person relating to or arising out of any Environmental Law;

                (ii)    Parent is and has been in compliance with all
        Environmental Laws and all Environmental Permits; and

                (iii)   there are no liabilities of or relating to Parent or any
        of its subsidiaries of any kind whatsoever, whether accrued, contingent,
        absolute, determined, determinable or otherwise arising under or
        relating to any Environmental Law, and there are no facts, conditions,
        situations or set of circumstances which could reasonably be expected to
        result in or be the basis for any such liability.

        "PARENT" and "ITS SUBSIDIARIES" shall, for purposes of this Section,
include any entity which is, in whole or in part, a corporate predecessor of
Parent or any of its subsidiaries.

        SECTION 4.18. Purchase Accounting Treatment. Parent intends that the
Merger be accounted for under the "purchase" method of accounting.

        SECTION 4.19. Opinion of Financial Advisor. Parent's Board of Directors
has received the opinion of Greenhill & Co. L.L.C. and the opinion of Morgan
Stanley & Co. Incorporated, financial advisors to Parent, to the effect that, as
of the date of this Agreement, the Merger Consideration and the New Parent
Preferred Stock (if the Preferred Stockholder Approval is obtained) is fair to
Parent's stockholders from a financial point of view, and such opinion has not
been withdrawn.

        SECTION 4.20. Patents and Other Proprietary Rights. (a) Parent and its
subsidiaries have rights to use, whether through ownership, licensing or
otherwise, all patents, trademarks, service marks, trade names, copyrights,
trade secrets, and other proprietary rights and processes of which the Parent is
aware that are material to its business as now conducted (collectively the
"PARENT INTELLECTUAL PROPERTY 




                                       28
<PAGE>   34

RIGHTS"). Except for such matters as would not, individually or in the
aggregate, have a material adverse effect on Parent, (a) Parent and its
subsidiaries have not assigned, hypothecated or otherwise encumbered any of the
Parent Intellectual Property Rights and (b) none of the licenses included in the
Parent Intellectual Property Rights purports to grant sole or exclusive licenses
to another person, including, without limitation, sole or exclusive licenses
limited to specific fields of use. To the best of Parent's knowledge, the
patents owned by Parent and its subsidiaries are valid and enforceable and any
patent issuing from patent applications of Parent and its subsidiaries will be
valid and enforceable, except as such invalidity or unenforceability would not,
individually or in the aggregate, have a material adverse effect on Parent.
Parent has no knowledge of any infringement by any other person of any of the
Parent Intellectual Property Rights, and Parent and its subsidiaries have not,
to Parent's knowledge, entered into any agreement to indemnify any other party
against any charge of infringement of any of the Parent Intellectual Property
Rights, except for such matters as would not, individually or in the aggregate,
have a material adverse effect on Parent. To the best of Parent's knowledge,
Parent and its subsidiaries have not and do not violate or infringe any
intellectual property right of any other person, and neither Parent nor any of
its subsidiaries have received any communication alleging that it violates or
infringes the intellectual property right of any other person, except for such
matters as would not, individually or in the aggregate, have a material adverse
effect on Parent. Except for such matters as would not, individually or in the
aggregate, have a material effect on Parent, Parent and its subsidiaries have
not been sued for infringing any intellectual property right of another person.
None of the Parent Intellectual Property Rights or other know-how relating to
the business of Parent and its subsidiaries, the value of which to Parent is
contingent upon maintenance of the confidentiality thereof, has been disclosed
by Parent or any affiliate thereof to any person other than those persons who
are bound to hold such information in confidence pursuant to confidentiality
agreements or by operation of law.



                                    ARTICLE 5

                            COVENANTS OF THE COMPANY


        The Company agrees that:

        SECTION 5.1. Conduct of the Company. The Company agrees that from the
date hereof until the Effective Time, except with the prior written consent of
Parent (which shall not be unreasonably withheld or delayed), as set forth in
the Company Schedule of Exceptions or as contemplated by this Agreement, the
Company and its subsidiaries shall conduct their business in the ordinary course
consistent with past 




                                       29
<PAGE>   35

practice and shall use their reasonable best efforts to preserve intact their
business organizations and relationships with third parties and to keep
available the services of their present officers and employees. Without limiting
the generality of the foregoing and subject to the exceptions set forth in the
preceding sentence, from the date hereof until the Effective Time:

        (a)     the Company will not adopt or propose any change in its Articles
of Organization or bylaws;

        (b)     the Company will not, and will not permit any of its
subsidiaries to, merge or consolidate with any other person or acquire a
material amount of assets of any other person;

        (c)     the Company will not, and will not permit any of its
subsidiaries to, sell, lease, license or otherwise dispose of any material
assets or property except (i) pursuant to existing contracts or commitments and
(ii) in the ordinary course consistent with past practice;

        (d)     the Company will not, and will not permit any of its
subsidiaries, to take any action that would make any representation and warranty
of the Company hereunder inaccurate in any material respect at the Effective
Time;

        (e)     except in the ordinary course consistent with past practice, the
Company will not, and will not permit any of its subsidiaries to enter into any
licensing agreement or other similar arrangement with respect to any Company
Intellectual Property Right;

        (f)     the Company will not, and will not permit any of its
subsidiaries to, (i) grant any severance or termination pay to any current or
former employee, officer or director of the Company or any of its subsidiaries,
(ii) increase benefits payable under any existing severance or termination pay
policies or employment agreements, (iii) enter into any employment, deferred
compensation or other similar agreement (or any amendment to any such existing
agreement) with any current or former director, officer or employee of the
Company or any of its subsidiaries, (iv) establish, adopt or amend (except as
required by applicable law) any collective bargaining, bonus, profit sharing,
thrift, pension, retirement, deferred compensation, compensation, stock option,
restricted stock or other benefit plan or arrangement covering any current or
former director, officer or employee of the Company or any of its subsidiaries,
or (v) increase compensation, bonus or other benefits payable to any current or
former director, officer or employee of the Company or any of its subsidiaries,
without the prior written consent of the Parent;

        (g)     the Company will not, and will not permit any of its
subsidiaries to, 



                                       30
<PAGE>   36
agree or commit to do any of the foregoing.

        SECTION 5.2. Stockholder Meeting; Proxy Material. (a) The Company shall,
in accordance with applicable law and the Articles of Organization and bylaws of
the Company, cause a meeting of its stockholders (the "COMPANY STOCKHOLDER
MEETING") to be duly called and held as soon as reasonably practicable for the
purpose of voting on the approval and adoption of this Agreement. In connection
with such meeting, the Company will (i) promptly prepare and file with the SEC,
use its reasonable best efforts to have cleared by the SEC and thereafter mail
to its stockholders as promptly as practicable the Company Proxy Statement and
all other proxy materials for such meeting, (ii) use its reasonable best efforts
to obtain the necessary approvals by its stockholders of this Agreement and the
transactions contemplated hereby and (iii) otherwise comply with all legal
requirements applicable to such meeting. The Company may, if it receives a bona
fide unsolicited Acquisition Proposal (as defined herein), delay the filing or
mailing, as the case may be, of the Company Proxy Statement or delay the holding
of the Company Stockholder Meeting, in each case for such reasonable period as
would provide a reasonable opportunity for the Company's Board of Directors to
consider such Acquisition Proposal and to disseminate its recommendation with
respect to such Acquisition Proposal to the Company's stockholders a reasonable
period of time prior to the Company Stockholder Meeting.

        (b)     Except as provided in the next sentence, the Board of Directors
of the Company shall recommend approval and adoption of this Agreement by the
Company's stockholders. The Board of Directors of the Company shall be permitted
to withdraw or modify in a manner adverse to Parent its recommendation to its
stockholders, but only if and to the extent that (i) an Acquisition Proposal has
been made prior to the time that the Board of Directors of the Company
determines to withdraw or modify its recommendation, (ii) the Board of Directors
of the Company reasonably concludes in good faith based on advice from its
outside counsel that failure to make such withdrawal or modification would
present a reasonable probability of violating the fiduciary duties of the Board
of Directors under applicable law, and (iii) the Company shall have delivered to
Parent, at least one business day prior to such withdrawal or modification, a
written notice advising Parent that the Company has received an Acquisition
Proposal, identifying the person making such an Acquisition Proposal, setting
forth the material terms and conditions of the Acquisition Proposal and
indicating that the Board of Directors proposes to withdraw or modify its
recommendation.

        SECTION 5.3. Other Offers. From the date hereof until the termination
hereof, the Company and its subsidiaries will not, the Company will cause the
officers and directors of the Company and any of its subsidiaries not to, and
the Company will use reasonable best efforts to cause the financial or legal
advisors of 



                                       31
<PAGE>   37

the Company and its subsidiaries not to, directly or indirectly, (i) take any
action (including, without limitation, redeeming Rights issued pursuant to the
Rights Agreement or amending or modifying in any respect the Rights Agreement to
facilitate an Acquisition Proposal) to solicit, initiate or knowingly encourage
any Acquisition Proposal or (ii) engage in negotiations with, or disclose any
nonpublic information relating to the Company or any of its subsidiaries or
afford access to the properties, books or records of the Company or any of its
subsidiaries to, any person that may be considering making, or has made, an
Acquisition Proposal; provided, however, that the Company may engage in
negotiations with, disclose nonpublic information relating to the Company and
any of its subsidiaries and afford access to the properties, books and records
of the Company and any of its subsidiaries to, any person who has made an
Acquisition Proposal and take such other actions as are customarily undertaken
in connection with the negotiation and evaluation and shareholder considerations
as contemplated by the final sentence of Section 5.02(b) of an Acquisition
Proposal if the Board of Directors of the Company reasonably concludes in good
faith based on advice from its outside counsel that the failure to take such
action would present a reasonable probability of violating the fiduciary duties
of the Board of Directors under applicable law and, in such case, may also
redeem Rights issued pursuant to the Rights Agreement or amend or modify in any
respect the Rights Agreement to permit another person to effect an Acquisition
Proposal; provided further that, prior to any such negotiations, disclosure of
nonpublic information, affording of access or taking of other related actions,
such person enters into an agreement with the Company on terms substantially
identical to the terms of the Confidentiality Agreements as in effect on the
date hereof. The Company will promptly (and in no event later than 24 hours
after receipt of the relevant Acquisition Proposal or request for information)
notify Parent in writing of the receipt of any Acquisition Proposal or request
for information (which notice shall identify the person making the Acquisition
Proposal or request and set forth the material terms and conditions thereof).
The Company will keep Parent fully informed of the status and details of any
Acquisition Proposal and any request for information. The Company shall, and
shall cause its subsidiaries and the directors, officers and financial and legal
advisors of the Company and its subsidiaries to, cease immediately and cause to
be terminated all activities, discussions or negotiations, if any, with any
persons conducted heretofore with respect to any Acquisition Proposal.
Notwithstanding any provision of this Section, nothing in this Section shall
prohibit the Company or its Board of Directors from taking and disclosing to the
Company's stockholders a position with respect to an Acquisition Proposal by a
third party to the extent required under the 1934 Act or from making such
disclosure to the Company's stockholders which, in the judgment of the Board of
Directors with the advice of outside counsel, is required under applicable law;
provided that nothing in this sentence shall affect the obligations of the
Company and its Board of Directors under any other provision of this Agreement.
For purposes of this Agreement, "ACQUISITION PROPOSAL" means any offer or
proposal for, or any indication of interest




                                       32
<PAGE>   38


in, a merger, consolidation or other business combination involving the Company
or any of its subsidiaries or the acquisition of any equity interest in, or a
substantial portion of the assets of, the Company or any of its subsidiaries,
other than the transactions contemplated by this Agreement.



                                    ARTICLE 6

                               COVENANTS OF PARENT


        Parent agrees that:

        SECTION 6.1. Conduct of Parent. Parent agrees that from the date hereof
until the Effective Time, Parent and its subsidiaries shall conduct their
business in the ordinary course consistent with past practice and shall use
their reasonable best efforts to preserve intact their business organizations
and relationships with third parties and to keep available the services of their
present officers and employees. Without limiting the generality of the
foregoing, and except with the prior written consent of the Company (which shall
not be unreasonably withheld or delayed), as disclosed in the Parent Schedule of
Exceptions or as contemplated by this Agreement, from the date hereof until the
Effective Time:

        (a)     Parent will not adopt or propose any change in its certificate
of incorporation or bylaws;

        (b)     Parent will not, and will not permit any of its subsidiaries to,
take any action that would make any representation and warranty of Parent
hereunder inaccurate in any material respect at the Effective Time; and

        (c)     Parent will not, and will not permit any of its subsidiaries to,
agree or commit to do any of the foregoing.

        SECTION 6.2. Obligations of Merger Subsidiary. Parent will take all
action necessary to incorporate Merger Subsidiary and cause it to perform its
obligations under this Agreement and to consummate the Merger on the terms and
conditions set forth in this Agreement.

        SECTION 6.3. Voting of Shares. Parent agrees to vote all shares of
Company Common Stock and Company Preferred Stock beneficially owned by it in
favor of adoption of this Agreement and the conversion of the Company Preferred
Stock, respectively, at the Company Stockholder Meeting.



                                       33
<PAGE>   39

        SECTION 6.4. New Parent Preferred Stock. If the Preferred Stockholder
Approval is obtained, (a) the Board of Directors of Parent shall, in accordance
with the Delaware General Corporation Law ("DGCL") and the Parent Certificate of
Incorporation, resolve that shares of New Parent Preferred Stock be issued to
holders of Company Preferred Stock in the Merger, and (b) Parent shall execute,
acknowledge and file the Parent Certificate of Designation with the Secretary of
State of the State of Delaware in accordance with the DGCL.

        SECTION 6.5. Director and Officer Liability. Parent agrees that all
rights to exculpation and indemnification for acts or omissions occurring prior
to the Effective Time now existing in favor of the current or former directors
or officers (the "INDEMNIFIED PARTIES") of the Company as provided in its
Articles of Organization or bylaws or in any agreement disclosed in writing to
Parent prior to the date hereof shall survive the Merger and shall continue in
full force and effect in accordance with their terms. For six years after the
Effective Time, Parent will and will cause the Surviving Corporation to
indemnify and hold harmless the Indemnified Parties to the same extent as such
Indemnified Parties are entitled to indemnification pursuant to the preceding
sentence. For six years after the Effective Time, Parent shall and shall cause
the Surviving Corporation to maintain in effect the Company's directors' and
officers' liability insurance covering each such person currently covered by the
Company's officers' and directors' liability insurance policy on terms with
respect to coverage and amount no less favorable than those of such policy in
effect on the date hereof.

        SECTION 6.6. Registration Statement; Form S-8. Parent shall promptly
prepare and file with the SEC under the 1933 Act the Registration Statement (and
Registration Statements on Form S-8 as necessary to register shares of Parent
Common Stock underlying Substitute Options), and shall use its reasonable best
efforts to cause the Registration Statement (and such Registration Statements on
Form S-8) to be declared effective by the SEC as promptly as practicable. Parent
shall promptly take any action required to be taken under foreign or state
securities or Blue Sky laws in connection with the issuance of Parent Common
Stock and Parent Preferred Stock (if the Preferred Stockholder Approval is
obtained) in connection with the Merger or pursuant to Substitute Options.

        SECTION 6.7. Stock Exchange Listing. Parent shall use its reasonable
best efforts to cause the shares of Parent Common Stock and, if the Preferred
Stockholder Approval is obtained, the Parent Depositary Shares, to be issued in
connection with the Merger (and the shares of Parent Common Stock underlying
Substitute Options) to be listed on the NYSE, subject to official notice of
issuance.

        SECTION 6.8. Employee Benefits. Parent will implement the arrangements
previously agreed by the Company and Parent in writing and the Company (with



                                       34
<PAGE>   40
Parent's prior written consent) shall prior to the Effective Time formalize such
arrangements. Except with respect to the arrangements contemplated by the prior
sentence and subject to Sections 1.06 through 1.08, Parent agrees to continue
each of the Company's various compensation and benefit plans through June 30,
1998. Parent agrees (1) to work with the Company's management with respect to an
appropriate transition of compensation and benefit programs for subsequent
periods, and (2) to recognize service with the Company and its subsidiaries as
service with Parent for all applicable purposes under any compensation or
benefit plan of Parent in which any employee of the Company or any of its
subsidiaries participates.

        SECTION 6.9. Board Candidate. Parent agrees that, immediately following
the Effective Time, it will (a) increase the size of its Board of Directors (the
"PARENT BOARD") by one, and (b) cause, subject to the following sentence, the
candidate recommended by the Company's Board of Directors immediately prior to
the Effective Time (the "COMPANY CANDIDATE") to be elected as a member of the
Parent Board. The Company Candidate shall (i) be "INDEPENDENT" as such term is
applied under the corporate governance standards of the Parent Board and (ii) be
otherwise satisfactory to Parent, in its reasonable judgment. Such candidate
shall continue to serve as a director of Parent until the first Annual Meeting
of the Parent next following the Effective Time, and, subject to meeting
Parent's corporate governance standards applicable to all director nominees,
shall be nominated for reelection (to serve one additional one-year term) at
such Annual Meeting by the Parent Board.



                                    ARTICLE 7

                       COVENANTS OF PARENT AND THE COMPANY


        The parties hereto agree that:

        SECTION 7.1. Reasonable Best Efforts. Subject to the terms and
conditions of this Agreement, each party will use its reasonable best efforts to
take, or cause to be taken, all actions and to do, or cause to be done, all
things necessary, proper or advisable under applicable laws and regulations to
consummate the transactions contemplated by this Agreement.

        SECTION 7.2. Filings; Other Action. (a) Subject to the terms and
conditions herein provided, the Company and Parent shall (i) promptly make their
respective filings and thereafter make any other required submissions under the
HSR Act, (ii) use reasonable best efforts to cooperate with one another in (A)
connection with the preparation of the Company Proxy Statement and the
Registration Statement, (B) determining whether any filings are required to be
made with, or consents,



                                       35
<PAGE>   41

permits, authorizations or approvals are required to be obtained from, any third
party, the United States government or any agencies, departments or
instrumentalities thereof or other governmental or regulatory bodies or
authorities of federal, state, local and foreign jurisdictions in connection
with the execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby and (C) timely making all such filings and
timely seeking all such consents, permits, authorizations or approvals
(including, without limitation, those required, if any, to comply with the
Connecticut Hazardous Waste Establishment Transfer Act and the New Jersey
Industrial Site Recovery Act), and (iii) subject to Section 7.02(b), use
reasonable best efforts to take, or cause to be taken, all other actions and do,
or cause to be done, all other things necessary, proper or advisable to
consummate and make effective the transactions contemplated hereby, including,
without limitation, taking all such further action as reasonably may be
necessary to resolve such objections, if any, as the Federal Trade Commission,
the Antitrust Division of the Department of Justice, state antitrust enforcement
authorities or competition authorities of any other nation or other jurisdiction
or any other person may assert under relevant antitrust or competition laws with
respect to the transactions contemplated hereby.

        (b)     Parent and the Company agree to take or cause to be taken the
following actions: (i) provide promptly to governmental entities with regulatory
jurisdiction over enforcement of any applicable antitrust laws ("GOVERNMENT
ANTITRUST ENTITY") information and documents requested by any Government
Antitrust Entity or necessary, proper or advisable to permit consummation of the
transactions contemplated by this Agreement; and (ii) without in any way
limiting the provisions of Section 7.02(b)(i) above, file any Notification and
Report Form and related material required under the HSR Act as soon as
practicable after the date hereof, and thereafter use its reasonable best
efforts to certify as soon as practicable its substantial compliance with any
requests for additional information or documentary material that may be made
under the HSR Act. Each of the Company and Parent will provide to the other
copies of all correspondence between it (or its advisors) and any Government
Antitrust Entity relating to this Agreement or any of the matters described in
this Section 7.02(b). The Company and Parent agree to use its reasonable best
efforts to ensure that all meetings and reasonable efforts to ensure that all
telephonic calls with a Government Antitrust Entity regarding the transactions
contemplated hereby or any of the matters described in this Section 7.02(b)
shall include representatives of each of the Company and Parent. Notwithstanding
any other provision of this Agreement to the contrary, (i) in connection with
seeking such approval of a Governmental Antitrust Entity, neither party shall be
obligated to commit to any divestiture transaction and neither party shall be
required to agree to sell or hold separate, before or after the Effective Time,
any of the Company's or Parent's (or any of their respective subsidiaries')
businesses, product lines, properties or assets, or agree to any changes or
restrictions in the operation of such businesses, product lines, properties or
assets, or take any 



                                       36
<PAGE>   42

other action if such divestiture, such restrictions or such other actions would,
individually or in the aggregate, materially adversely affect Parent and the
Company, taken as a whole, and (ii) no failure to obtain termination of the
waiting period under the HSR Act shall be deemed to be a breach hereunder by
Parent or the Company.

        SECTION 7.3. Public Announcements. Parent and the Company will consult
with each other before issuing any press release or making any public statement
with respect to this Agreement or the transactions contemplated hereby and,
except as may be required by applicable law or any listing agreement with any
national securities exchange, will not issue any such press release or make any
such public statement prior to such consultation.

        SECTION 7.4. Further Assurances. At and after the Effective Time, the
officers and directors of the Surviving Corporation will be authorized to
execute and deliver, in the name and on behalf of the Company or Merger
Subsidiary, any deeds, bills of sale, assignments or assurances and to take and
do, in the name and on behalf of the Company or Merger Subsidiary, any other
actions and things to vest, perfect or confirm of record or otherwise in the
Surviving Corporation any and all right, title and interest in, to and under any
of the rights, properties or assets of the Company acquired or to be acquired by
the Surviving Corporation as a result of, or in connection with, the Merger.

        SECTION 7.5. Notices of Certain Events. Each of the Company and Parent
shall promptly notify the other party hereto of:

        (a)     any notice or other communication from any person alleging that
the consent of such person is or may be required in connection with the
transactions contemplated by this Agreement;

        (b)     any notice or other communication from any governmental or
regulatory agency or authority in connection with the transactions contemplated
by this Agreement; and

        (c)     any actions, suits, claims, investigations or proceedings
commenced or, to its knowledge threatened against, relating to or involving or
otherwise affecting such party that, if pending on the date of this Agreement,
would have been required to have been disclosed pursuant to Section 3.12, 3.13,
3.17, 4.12, 4.13 or 4.17 (as the case may be) or that relate to the consummation
of the transactions contemplated by this Agreement.

        SECTION 7.6. Affiliates. The Company shall, prior to the Effective Time,
deliver to Parent a letter identifying all known persons who are, at the time of
the Company Stockholder Meeting, in the Company's reasonable judgment,
"AFFILIATES"



                                       37

<PAGE>   43
of the Company under Rule 145 of the 1933 Act. The Company shall furnish such
information and documents as Parent may reasonably request for the purpose of
reviewing such list. The Company shall use its reasonable best efforts to obtain
a written agreement in customary form from each person who may be so deemed as
soon as practicable and, in any event, prior to the Effective Time.

        SECTION 7.7. Access to Information; Confidentiality. (a) From the date
hereof until the Effective Time, the Company and Parent will give to the other
party, its counsel, financial advisors, auditors and other authorized
representatives reasonable access to the offices, properties, books and records
of such party, furnish to the other party and its representatives such financial
and other data and information as such party and its representatives may
reasonably request and instruct its own employees and representatives
(including, without limitation, insurance agents and underwriters) to cooperate
with the other party in its investigations. Any investigation pursuant to this
Section shall be conducted in such manner as not to interfere unreasonably with
the conduct of the business of the Company and Parent, as the case may be. No
investigation pursuant to this Section shall affect any representation or
warranty made by any party hereunder.

        (b) All information obtained by Parent or the Company pursuant to this
Section shall be kept confidential in accordance with, and shall otherwise be
subject to the terms of, the two Confidentiality Agreements, dated December 1,
1997 between Parent and the Company (the "CONFIDENTIALITY AGREEMENTS").



                                    ARTICLE 8

                            CONDITIONS TO THE MERGER

        SECTION 8.1. Conditions to the Obligations of Each Party. The
obligations of the Company, Parent and Merger Subsidiary to consummate the
Merger are subject to the satisfaction of the following conditions:

        (a) this Agreement shall have been approved and adopted by the requisite
affirmative vote of the holders of Company Common Stock in accordance with the
Company's Articles of Organization and the MBCL;

        (b) any applicable waiting period under the HSR Act and the EC Merger
Regulation relating to the Merger shall have expired or been terminated;

        (c) no provision of any applicable law or regulation and no judgment,
injunction, order or decree of a court of competent jurisdiction shall prohibit
the




                                       38

<PAGE>   44

consummation of the Merger;

        (d) the Registration Statement shall have been declared effective under
the 1933 Act and no stop order suspending the effectiveness of the Registration
Statement shall be in effect and no proceedings for such purpose shall be
pending before or threatened by the SEC;

        (e) the shares of Parent Common Stock to be issued in the Merger (as
well as the shares of Parent Common Stock to be issued upon exercise of
Substitute Options) and the Parent Depositary Shares (if the Preferred
Stockholder Approval shall have been obtained) shall have been approved for
listing on the NYSE, subject to official notice of issuance; and

        (f) if the Preferred Stockholder Approval shall have been obtained,
Parent shall have executed, acknowledged and filed the Parent Certificate of
Designation in accordance with the DGCL.

        SECTION 8.2. Conditions to the Obligations of Parent and Merger
Subsidiary. The obligations of Parent and Merger Subsidiary to consummate the
Merger are subject to the satisfaction of the following further conditions: the
Company shall have performed in all material respects all of its obligations
hereunder required to be performed by it at or prior to the Effective Time, the
representations and warranties of the Company contained in this Agreement and in
any certificate or other writing delivered by the Company pursuant hereto shall
be true in all material respects at and as of the Effective Time as if made at
and as of such time and Parent shall have received a certificate signed by an
executive officer of the Company (which certificate shall not impose any
personal liability on such officer) to the foregoing effect.

         SECTION 8.3. Conditions to the Obligations of the Company. The
obligations of the Company to consummate the Merger are subject to the
satisfaction of the following further conditions: Parent shall have performed in
all material respects all of its obligations hereunder required to be performed
by it at or prior to the Effective Time, the representations and warranties of
Parent contained in this Agreement and in any certificate or other writing
delivered by Parent pursuant hereto shall be true in all material respects at
and as of the Effective Time as if made at and as of such time and the Company
shall have received a certificate signed by an executive officer of Parent
(which certificate shall not impose any personal liability on such officer) to
the foregoing effect.



                                    ARTICLE 9





                                       39
<PAGE>   45
                                   TERMINATION

        SECTION 9.1. Termination. Notwithstanding anything contained in this
Agreement to the contrary, this Agreement may be terminated and the Merger may
be abandoned at any time prior to the Effective Time (notwithstanding any
approval of this Agreement by the Board of Directors of the Company or Parent or
the stockholders of the Company):

        (a) by mutual written agreement of the Company and Parent;

        (b) by either the Company or Parent, if

              (i)   the Merger has not been consummated on or before November 1,
                    1998; provided that the right to terminate this Agreement
                    pursuant to this clause 9.01(b)(i) shall not be available to
                    any party whose breach of any provision of this Agreement
                    results in the failure of the Merger to be consummated by
                    such time;

              (ii)  there shall be any law or regulation that makes consummation
                    of the Merger illegal or otherwise prohibited or if any
                    judgment, injunction, order or decree enjoining any party
                    from consummating the Merger is entered and such judgment,
                    injunction, order or decree shall have become final and
                    non-appealable; provided, that the party seeking to
                    terminate this Agreement pursuant to this clause 9.01(b)(ii)
                    shall have used its reasonable best efforts to remove such
                    injunction, order or decree; or

              (iii) the Common Stockholder Approval shall not have been obtained
                    by reason of the failure to obtain the required vote at a
                    duly held meeting of stockholders or any adjournment
                    thereof; or

        (c) by Parent, if (x) the Board of Directors of the Company shall have
withdrawn or modified in a manner adverse to Parent its approval or
recommendation of the Merger or (y) there shall have been any material breach of
any provision of Section 5.02(a) or 5.03.

        The party desiring to terminate this Agreement pursuant to this Section
9.01 (other than pursuant to Section 9.01(a)) shall give notice of such
termination to the other party.

        SECTION 9.2. Effect of Termination. If this Agreement is terminated
pursuant to Section 9.01, this Agreement shall become void and of no effect with
no liability 




                                       40

<PAGE>   46
on the part of any party hereto, except that (i) the agreements contained in
Sections 7.07(b), 10.04, 10.05, 10.06, 10.07 and 10.08 shall survive the
termination hereof and (ii) no such termination shall release any party of any
liabilities or damages resulting from any willful or grossly negligent breach by
that party of any provision of this Agreement.



                                   ARTICLE 10

                                  MISCELLANEOUS

        SECTION 10.1. Notices. All notices, requests and other communications to
any party hereunder shall be in writing (including facsimile transmission) and
shall be given,

        if to Parent or Merger Subsidiary, to:

                           J. David Cabello, Esq.
                           Senior Vice President
                           General Counsel and Secretary
                           Compaq Computer Corporation
                           20555 SH 249
                           Houston, TX 77070
                           Fax: 281-518-8209
                           with a copy to:

                           Davis Polk & Wardwell
                           450 Lexington Avenue
                           New York, New York 10017
                           Fax: (212) 450-4800
                           Attention:  Chris Mayer, Esq.

        if to the Company, to:

                           Thomas C. Siekman, Esq.
                           Senior Vice President and General Counsel
                           Digital Equipment Corporation
                           111 Powder Mill Road
                           Maynard, MA 01754-1499
                           Fax: (978) 493-7374

                           with a copy to:




                                       41

<PAGE>   47

                           Skadden, Arps, Slate, Meagher & Flom LLP
                           919 Third Avenue
                           New York, New York 10022
                           Fax: (212) 735-2000
                           Attention: Roger S. Aaron, Esq.

or such other address or fax number as such party may hereafter specify for the
purpose by notice to the other parties hereto. All such notices, requests and
other communications shall be deemed received on the date of receipt by the
recipient thereof if received prior to 5 p.m. in the place of receipt and such
day is a business day in the place of receipt. Otherwise, any such notice,
request or communication shall be deemed not to have been received until the
next succeeding business day in the place of receipt.

         SECTION 10.2. Survival of Representations and Warranties. The
representations and warranties and agreements contained herein and in any
certificate or other writing delivered pursuant hereto shall not survive the
Effective Time except for the agreements set forth in Sections 6.05, 6.08, 6.09,
7.07(b), 10.05, 10.06, 10.07 and 10.08.

         SECTION 10.3. Amendments; No Waivers. (a) Any provision of this
Agreement may be amended or waived prior to the Effective Time if, but only if,
such amendment or waiver is in writing and is signed, in the case of an
amendment, by each party to this Agreement or in the case of a waiver, by the
party against whom the waiver is to be effective; provided that after the
adoption of this Agreement by the holders of Company Common Stock, no such
amendment or waiver shall, without the further approval of such stockholders,
reduce the amount or change the kind of consideration to be received in exchange
for any shares of capital stock of the Company.

        (b) No failure or delay by any party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof nor shall any single or
partial exercise thereof preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies herein
provided shall be cumulative and not exclusive of any rights or remedies
provided by law.

         SECTION 10.4. Expenses. (a) Except as otherwise provided in this
Section, and except for all transfer taxes which shall be paid by the Company,
all costs and expenses incurred in connection with this Agreement shall be paid
by the party incurring such cost or expense.

        (b) The Company agrees to pay Parent in immediately available funds by



                                       42

<PAGE>   48

wire transfer an amount equal to $240 million (the "TERMINATION FEE") if:

              (i)  this Agreement is terminated by Parent pursuant to 
                   Section 9.01(c);

             (ii)  (A) prior to the termination of this Agreement, a bona fide
                   Acquisition Proposal is commenced, publicly proposed or
                   publicly disclosed and (B) this Agreement is terminated by
                   the Company pursuant to Section 9.01(b)(i) or by the Company
                   or Parent pursuant to Section 9.01(b)(iii); or

            (iii)  (A) this Agreement is terminated by Parent pursuant to
                   Section 9.01(b)(i), (B) the Company Stockholder Meeting shall
                   not have been held prior to the date of such termination, and
                   (C) the Company shall have delayed the holding of the Company
                   Stockholder Meeting pursuant to the final sentence of 
                   Section 5.02.

The Company shall pay the Termination Fee promptly, but in no event later than
two business days, after the termination of this Agreement pursuant to clause
(i), (ii) or (iii) above. Notwithstanding the previous sentence, in the event of
a termination of the Agreement by Parent pursuant to clause (ii) or (iii) above,
50% of the Termination Fee shall be payable at the time set forth in the
immediately preceding sentence and 50% of the Termination Fee shall be payable
concurrently with the consummation of a Significant Acquisition Proposal within
12 months of the termination of this Agreement. "SIGNIFICANT ACQUISITION
PROPOSAL" means an Acquisition Proposal involving the acquisition of at least
50% of the Company Common Stock or at least 50% of the assets of the Company.

        (c) The Company agrees to pay Parent in immediately available funds by
wire transfer an amount equal to Parent's reasonable expenses incurred in
connection with this transaction (but not to exceed $25 million) if (x) this
Agreement shall have been terminated pursuant to Section 9.01(b)(i), (y) any
representation or warranty made by the Company in this Agreement shall not have
been true and correct as of the date hereof, and (z) the condition in Section
8.02 relating to representations and warranties shall not have been satisfied;
provided, however, that in no event shall any payment be due pursuant to this
subsection (c) in the event that a Termination Fee is payable pursuant to
subsection (b) above. Such payment shall be made promptly, and in no event later
than two business days, after such termination.

        (d) Parent agrees to pay the Company in immediately available funds by
wire transfer an amount equal to the Company's reasonable expenses incurred in
connection with this transaction (but not to exceed $25 million) if (x) this
Agreement




                                       43

<PAGE>   49
shall have been terminated pursuant to Section 9.01(b)(i), (y) any
representation or warranty made by Parent in this Agreement shall not have been
true and correct as of the date hereof, and (z) the condition in Section 8.03
relating to representations and warranties shall not have been satisfied. Such
payment shall be made promptly, and in no event later than two business days,
after such termination.

        SECTION 10.5. Successors and Assigns. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns; provided that no party may assign, delegate
or otherwise transfer any of its rights or obligations under this Agreement
without the consent of each other party hereto, except that Parent or Merger
Subsidiary may transfer or assign, in whole or from time to time in part, to one
or more of their affiliates, the right to enter into the transactions
contemplated by this Agreement, but any such transfer or assignment will not
relieve Parent or Merger Subsidiary of its obligations hereunder.

        SECTION 10.6. Governing Law. This Agreement shall be governed by and
construed in accordance with the law of the State of New York, except that the
Merger shall be governed by the law of Massachusetts.

        SECTION 10.7. Jurisdiction. Any suit, action or proceeding seeking to
enforce any provision of, or based on any matter arising out of or in connection
with, this Agreement or the transactions contemplated hereby may be brought in
any federal or state court located in the City of New York, Borough of
Manhattan, and each of the parties hereby consents to the jurisdiction of such
courts (and of the appropriate appellate courts therefrom) in any such suit,
action or proceeding and irrevocably waives, to the fullest extent permitted by
law, any objection which it may now or hereafter have to the laying of the venue
of any such suit, action or proceeding in any such court or that any such suit,
action or proceeding which is brought in any such court has been brought in an
inconvenient forum. Process in any such suit, action or proceeding may be served
on any party anywhere in the world, whether within or without the jurisdiction
of any such court. Without limiting the foregoing, each party agrees that
service of process on such party as provided in Section 10.01 shall be deemed
effective service of process on such party.

        SECTION 10.8. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.

        SECTION 10.9. Counterparts; Effectiveness. This Agreement may be signed
in any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
This



                                       44

<PAGE>   50
Agreement shall become effective when each party hereto shall have received
counterparts hereof signed by all of the other parties hereto. Except for
Sections 1.06, 1.07, 1.08 and 6.08, which shall not be effective until the
Effective Time, no provision of this Agreement is intended to confer upon any
person other than the parties hereto any rights or remedies hereunder.

        SECTION 10.10. Entire Agreement. This Agreement and the Confidentiality
Agreements constitute the entire agreement between the parties with respect to
the subject matter of this Agreement and supersedes all prior agreements and
understandings, both oral and written, between the parties with respect to the
subject matter hereof and thereof.

        SECTION 10.11. Captions. The captions herein are included for
convenience of reference only and shall be ignored in the construction or
interpretation hereof.

        SECTION 10.12. Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired or invalidated
so long as the economic or legal substance of the transactions contemplated
hereby is not affected in any manner materially adverse to any parts. Upon such
a determination, the parties shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as closely as
possible in an acceptable manner in order that the transactions contemplated
hereby be consummated as originally contemplated to the fullest extent possible.

        SECTION 10.13. Merger Subsidiary. As soon as practicable hereafter,
Parent shall cause Merger Subsidiary to become a party to this Agreement in
accordance with the terms and provisions of the MBCL. Parent and the Company
each hereby agree that Merger Subsidiary shall become a party to this Agreement
upon the execution and delivery to Parent and the Company of a supplemental
agreement meeting the requirements of the MBCL without any further action on the
part of either Parent or the Company.

        SECTION 10.14. Specific Performance. The parties hereto agree that
irreparable damage would occur in the event any provision of this Agreement was
not performed in accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof in addition to any other
remedy to which they are entitled at law or in equity.

        SECTION 10.15. Definition and Usage. (a) For purposes of this Agreement:

        "AFFILIATE" means, with respect to any person, any other person directly
or




                                       45

<PAGE>   51

indirectly controlling, controlled by, or under common control with such person.

        "KNOWLEDGE" of any person which is not an individual means the knowledge
of such person's officers after reasonable inquiry.

        "MATERIAL ADVERSE EFFECT" means, when used in connection with Parent or
the Company, any change, effect, event, occurrence or state of facts that has
had, or would reasonably be expected to have, a material adverse effect on the
business, operations, financial condition or results of operations of Parent and
its subsidiaries, taken as a whole, or the Company and its subsidiaries, taken
as a whole, as the case may be.

        "OFFICER" means any executive officer of Parent or the Company, as
applicable, within the meaning of Rule 3b-7 of the 1934 Act.

        "PERSON" means an individual, corporation, partnership, limited
liability company, association, trust or other entity or organization, including
a government or political subdivision or an agency or instrumentality thereof.

        "SUBSIDIARY" means, with respect to any person, any entity of which
securities or other ownership interests having ordinary voting power to elect a
majority of the board of directors or other persons performing similar functions
are at any time directly or indirectly owned by such person.

        "TAXES" means any and all federal, state, local, foreign or other taxes
of any kind (together with any and all interest, penalties, additions to tax and
additional amounts imposed with respect thereto) imposed by any taxing
authority, including, without limitation, taxes or other charges on or with
respect to income, franchises, windfall or other profits, gross receipts, sales,
use, capital stock, payroll, employment, social security, workers' compensation,
unemployment compensation, or net worth, and taxes or other charges in the
nature of excise, withholding, ad valorem or value added.

        A reference in this Agreement to any statute shall be to such statute as
amended from time to time, and to the rules and regulations promulgated
thereunder.

        (b) Each of the following terms is defined in the Section set forth
below:

<TABLE>
<C>                                                             <C>
1933 Act...............................................................3.03
1934 Act...............................................................3.03
Acquisition Proposal...................................................5.03
Articles of Merger..................................................1.01(b)
Articles of Organization............................................1.03(b)
Cash Consideration..................................................1.03(a)
</TABLE>




                                       46

<PAGE>   52

<TABLE>
<C>                                                             <C>
Certificates........................................................1.05(a)
Closing................................................................1.13
Closing Date...........................................................1.13
Code...................................................................1.06
Common Stock Consideration..........................................1.03(a)
Common Stockholder Approval............................................1.02
Company 10-K........................................................3.06(a)
Company 10-Q....................................................3.07(a)(iv)
Company Balance Sheet..................................................3.08
Company Balance Sheet Date.............................................3.08
Company Candidate......................................................6.09
Company Common Stock...................................................1.02
Company Depositary Shares...........................................1.03(b)
Company Employee Plans..............................................3.16(a)
Company Intellectual Property Rights...................................3.20
Company Preferred Stock................................................1.02
Company Proxy Statement.............................................3.09(a)
Company Returns........................................................3.15
Company SEC Filings.............................................3.07(a)(iv)
Company Stock..........................................................1.02
Company Stockholder Meeting.........................................5.02(a)
Confidentiality Agreements..........................................7.07(b)
Deposit Agreement...................................................1.03(b)
DGCL...................................................................6.04
Dissenting Holder...................................................1.04(a)
EC Merger Regulation...................................................3.03
Effective Time......................................................1.01(b)
Environmental Laws..................................................3.17(b)
Environmental Permits...............................................3.17(b)
ERISA...............................................................3.16(a)
Exchange Agent......................................................1.05(a)
Exchange Agent Agreement...............................................1.10
GAAP...................................................................3.08
Government Antitrust Entity.........................................7.02(b)
HSR Act................................................................3.03
Indemnified Parties....................................................6.05
Lien...................................................................3.04
MBCL................................................................1.01(a)
Merger.................................................................1.01
Merger Consideration................................................1.03(a)
Merger Subsidiary......................................................1.01
New Parent Preferred Stock..........................................1.03(b)
NYSE...................................................................1.10
</TABLE>





                                       47

<PAGE>   53

<TABLE>
<C>                                                             <C>
Parent 10-K.........................................................4.06(a)
Parent 10-Q.....................................................4.07(a)(iv)
Parent Balance Sheet...................................................4.08
Parent Balance Sheet Date..............................................4.08
Parent Board...........................................................6.09
Parent Certificate of Designation...................................1.03(b)
Parent Common Stock.................................................1.03(a)
Parent Depositary Shares............................................1.03(b)
Parent Employee Plan...................................................4.16
Parent Intellectual Property Rights....................................4.20
Parent Preferred Stock..............................................4.05(a)
Parent Returns.........................................................4.15
Parent SEC Filings..............................................4.07(a)(iv)
Preferred Stockholder Approval.........................................1.02
Registration Statement..............................................4.09(a)
Rights..............................................................1.03(a)
Rights Agreement....................................................1.03(a)
SEC.............................................................3.07(a)(iv)
Significant Acquisition Proposal...........................................
Substitute Option......................................................1.06
Superior Proposal......................................................5.03
Surviving Corporation...............................................1.01(a)
Termination Date.......................................................1.07
Termination Fee.......................................................10.04
</TABLE>





                                       48

<PAGE>   54


        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed under seal by their respective authorized officers as of the day
and year first above written.

                                  DIGITAL EQUIPMENT CORPORATION


                                  By: /s/ Robert B. Palmer
                                      ----------------------------------------
                                      Robert B. Palmer
                                      Chairman of the Board, President
                                      and Chief Executive Officer


                                  By: /s/ Vincent J. Mullarkey
                                      ----------------------------------------
                                      Vincent J. Mullarkey
                                      Senior Vice President, Finance and Chief
                                      Financial Officer and Assistant Treasurer



                                  COMPAQ COMPUTER CORPORATION


                                  By: /s/ Eckhard Pfeiffer
                                      ----------------------------------------
                                      Eckhard Pfeiffer
                                      President and Chief Executive Officer






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