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                                                                   Exhibit 10(e)

                          DIGITAL EQUIPMENT CORPORATION

                    DEFERRED COMPENSATION PLAN FOR EXECUTIVES

I.    NAME AND PURPOSE

      The name of this plan is the Digital Equipment Corporation Deferred
      Compensation Plan for Executives (the "Plan"). Its purpose is to provide a
      select group of management or highly compensated employees ("Executives")
      within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of the
      Employee Retirement Income Security Act of 1974, as amended, of Digital
      Equipment Corporation or its subsidiaries (the "Corporation") with an
      opportunity to defer cash compensation earned through the Corporation's
      Executive Incentive Plan and its successors ("Eligible Compensation").

II.   EFFECTIVE DATE

      The Plan was approved by the Board of Directors on June 20, 1996 and first
      became effective with respect to Eligible Compensation paid for services
      rendered in fiscal year 1997.

III.  ELIGIBILITY FOR PARTICIPATION

      Any Executive of the Corporation designated by the Compensation and
      Management Development Committee or its successor (the "CMDC") of the
      Board of Directors shall be eligible to participate in the Plan. The CMDC
      may delegate its authority to designate Participants under this Plan to
      any officer or officer(s) of the Corporation and subject to whatever
      limitations the CMDC may define in its sole discretion. Any such person
      who submits an election to defer Eligible Compensation under the Plan as
      provided for in Section V below is hereinafter called a "Participant." The
      Plan shall establish for each Participant an unfunded deferred
      compensation account or accounts as appropriate. Any authority or power
      granted in the Plan to the CMDC shall also be deemed to be granted to the
      Board of Directors, and any action permitted to be taken or determination
      permitted to be made by the CMDC may also be taken or made by the Board of
      Directors.

IV.   PARTICIPANTS' DEFERRED COMPENSATION ACCOUNTS

      There shall be four types of deferred compensation accounts under this
      Plan as follows:

      A. Cash Deferred Compensation Account with Lump Sum Payment ("Cash Lump
         Sum Account"),

      B. Cash Deferred Compensation Account with Installment Payment ("Cash
         Installment Account"),

      C. Unit Deferred Compensation Account with Lump Sum Payment ("Unit Lump
         Sum Account"), and

      D. Unit Deferred Compensation Account with Installment Payment ("Unit
         Installment Account").

      Each Participant may have Cash Lump Sum Accounts or Cash Installment
      Accounts or both ("Cash Accounts"). A Participant may also have Unit Lump
      Sum Accounts or Unit Installment Accounts or both ("Unit Accounts"). Cash
      Accounts shall have all allocations credited in dollar amounts and shall
      be credited with interest as provided below. Unit Accounts shall have all
      allocations credited in units as provided below. Cash Lump Sum Accounts
      and Unit Lump Sum Accounts (collectively "Lump Sum Accounts") shall be
      distributed in a lump sum payment. Cash Installment Accounts and 


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      Unit Installment Accounts (collectively "Installment Accounts") shall be
      distributed in a series of installment payments as elected by the
      Participant.

V.    ELECTIONS OF DEFERRAL, ALLOCATION AND DISTRIBUTION

      Executives may make the following elections:

      A. On or before December 31 of any year, an initial election (i) to defer
         receipt of all or a specified portion of the Eligible Compensation
         otherwise payable during the following calendar year, which election
         shall be irrevocable, (ii) to allocate the deferred compensation among
         types of accounts, which election shall be irrevocable, and (iii) to
         elect the number of installment payments desired, if applicable, which
         election may be changed as provided in Section V.C. below.

      B. If such individual has become employed by the Corporation after
         December 31 of any year, an initial election (i) to defer receipt of
         all or a portion of his or her Eligible Compensation, which election
         shall be irrevocable, (ii) to allocate the deferred compensation among
         types of accounts, which election shall be irrevocable, and (iii) to
         elect the number of installment payments desired, if applicable, which
         election may be changed as provided in Section V.C below. Any such
         elections must be made within one month following the date on which
         such Executive becomes employed by the Corporation and shall be
         effective with respect to compensation allocable to the period
         commencing on the first day of the month next following the date on
         which such election is made.

      C. At any time after the initial election referred to in Sections V.A and
         V.B above, a Participant may change his or her election with respect to
         the number of installment payments desired by delivering to the
         Corporation written notice of such change; provided, however, no such
         subsequent election shall be effective unless such notice is delivered
         to the Corporation more than six months prior to a Participant's (i)
         reasonably anticipated retirement from the Corporation or (ii)
         termination of employment.

VI.   MANNER OF ELECTING DEFERRALS, ALLOCATIONS AND DISTRIBUTIONS

      The elections provided for in Section V above must be made on a form
      provided by the Plan Administrator, which specifies:

      A. The amount of the Participant's Eligible Compensation for such year to
         be deferred (designated either as a percentage, a dollar amount or a
         combination thereof);

      B. The percentage of the deferred compensation to be allocated to each of
         the Participant's deferred compensation accounts;

      C. The number of annual installments (not to exceed 15) to be used in
         distributions from the Participant's Installment Accounts, if any; and

      D. The period of deferral (a minimum of three years from the year in which
         the Eligible Compensation is credited to a Participant's account(s),
         subject to Section IX below) (the "Deferral Period").

      Such form shall be delivered to the Corporation on or before December 31
      of the year preceding the first year to which such election relates, and
      the form from newly hired Eligible Employees with respect to their initial
      election for a partial year may be delivered at any time within one month
      following the date of the commencement of their employment. The elections
      set forth in the latest form filed as to the amount of the Participant's
      Eligible Compensation for the year (or other period) 

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      to be deferred, as to the allocations among deferred compensation accounts
      and as to the number of installments, if applicable, shall be given
      continuing effect for subsequent years until a new notice specifying a
      different election shall be delivered to the Corporation. Any new form
      shall apply only to the decision to defer compensation for periods
      subsequent to the period in which such new form is delivered; however, the
      number of installment payments desired, if applicable, may be changed at
      any time, subject to the limitation in Section V.C.

VII.  CREDITING PARTICIPANTS' ACCOUNTS

      The following method shall be used to credit a Participant's accounts:

      A. A Participant's Cash Accounts shall be credited with the cash value of
         any amounts deferred by him or her subject to an election to have such
         amounts allocated to Cash Accounts. Any such Cash Account shall also be
         credited with interest equivalents on a quarterly basis on the average
         daily balance credited to such account during such period ended on such
         date, at an interest rate equal to the ten-year U.S. Government Rate as
         reported in the Wall Street Journal, reported as an average for the
         one-year period prior to December 1 of the year prior to the first year
         of the Deferral Period, which rate shall be reset in the same manner on
         January 1 of each subsequent year during the Deferral Period. Interest
         equivalents shall continue to be so credited until such time as the
         entire balance of any such account shall have been distributed.

     B.  A Participant's Unit Accounts shall be credited with a number of units
         ("Units"), to be determined and valued in accordance with the fair
         market value of shares of the Corporation's Common Stock, $1.00 par
         value ("Common Stock"). The number of Units shall be adjusted as
         provided in 2. and 3. below until the entire balances in Unit Accounts
         shall have been distributed. The method of such determination and
         valuation is as follows:

         1.  The number of Units credited to any Unit Account (including
             fractional Units) shall be the quotient of (i) the cash amount of
             deferred compensation to be credited to such account over (ii) the
             mean between the highest and lowest selling prices of the Common
             Stock on the ten trading days prior to the date on which the
             deferred compensation would have otherwise been payable, as
             reported on the New York Stock Exchange Composite Tape.

         2.  Additional Units shall be credited to a Participant's Unit Accounts
             as of each payment date for cash dividends, if any, on the Common
             Stock, on the basis of the number of Units credited to each Unit
             Account on the record date for any such dividend. The number of
             Units (including fractional Units) to be credited to each such
             account as of any cash dividend payment date shall be the quotient
             of (i) the product of the number of Units credited to such account
             on the dividend record date for such dividend and the dividend per
             share on the Common Stock over (ii) the fair market value of the
             Common Stock on the dividend payment date. The fair market value of
             the Common Stock on the dividend payment date shall be the mean
             between the highest and lowest selling prices of the Common Stock
             on the dividend payment date, as reported on the New York Stock
             Exchange Composite Tape. If there are no sales on the dividend
             payment date, the fair market value of the Common Stock shall be an
             average of the mean between the highest and lowest selling prices
             of the Common Stock on the nearest day before and the nearest day
             after the dividend payment date, as reported on the New York Stock
             Exchange Composite Tape.

         3.  If at any time the number of outstanding shares of Common Stock
             shall be increased or decreased as the result of any stock
             dividend, subdivision, stock split, combination or reclassification
             of shares, the number of Units in a Participant's Unit Accounts
             shall be increased or decreased, as the case may be, in the same
             proportion as the outstanding number of shares of Common Stock is
             increased or decreased.



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         4.  When Eligible Compensation is paid in currency other than U.S.
             dollars, the number of Units to be deferred shall be determined by
             converting the Eligible Compensation into U.S. dollars at the same
             exchange rate at which such Compensation was converted into the
             applicable foreign currency at the time the Compensation was paid
             and then calculating the number of Units in accordance with Section
             VII B.

VIII. METHOD OF DISTRIBUTION OF DEFERRED COMPENSATION

      Subject to Section IX hereof, distributions of the amounts in a
      Participant's deferred compensation accounts shall be made as follows:

      A. No distribution of deferred compensation may be made except as provided
         in this Section VIII.

      B. The amounts credited to a Participant's Lump Sum Accounts shall be
         payable in cash in a lump sum in January of the year following the last
         year of the Deferral Period. The amounts credited to a Participant's
         Installment Accounts shall be paid in up to fifteen annual installments
         according to the Participant's election or elections commencing in
         January of the year following the last year of the Deferral Period. The
         amount of the first payment shall be a fraction of the amount of the
         Participant's deferred compensation accounts as of December 31 of the
         year preceding payment, the numerator of which is one and the
         denominator of which is the total number of installments elected. The
         amount of each subsequent payment shall be a fraction of the amount as
         of December 31 of the year preceding such subsequent payment, the
         numerator of which is one and the denominator of which is the total
         number of installments elected minus the number of installments
         previously paid.

      C. Each account shall be debited for the amount of any distribution made
         from it, either in a lump sum or in annual installments.

      D. Distribution of a Participant's Cash and Unit Accounts shall be made in
         cash. With respect to any Unit Account, the cash amount for any payment
         from such account shall be determined by multiplying the number of
         Units in the Account on December 31 of the year immediately preceding
         the payment date by the average of the mean between the highest and
         lowest selling prices of the Common Stock, as reported on the New York
         Stock Exchange Composite Tape, for each of the ten (10) trading days
         immediately prior to said December 31. The amount to be distributed in
         January of any year shall be determined as of December 31 of the
         immediately preceding year.

      E. At the time of distribution, the amount of cash payable from a Unit
         Account will be determined in U.S. dollars in accordance with Section
         VIII.D, and then converted into the applicable foreign currency at the
         average exchange rate for the ten business days prior to December 31 of
         the year prior to the year of any distribution.

IX.   DISTRIBUTION UPON DEATH, RETIREMENT OR TERMINATION OF EMPLOYMENT

      A. DEATH.

         If any Participant dies while an employee and, before distribution of
         all amounts remaining in his or her deferred compensation accounts, the
         undistributed balance remaining in the Participant's deferred
         compensation accounts shall be calculated and paid in one lump sum in
         January of the year following the year of death to the beneficiary or
         beneficiaries designated by the Participant by written notice to the
         Corporation or, in the absence of such designation, to such
         Participant's estate.



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      B. RETIREMENT.

         If a Participant ceases to be employed by the Corporation or any
         subsidiary of the Corporation by reason of his or her retirement at or
         after age 55 before distribution of all amounts remaining in his or her
         deferred compensation accounts, the unpaid amount in the Participant's
         deferred compensation accounts shall either continue to be paid as
         designated by the Participant in accordance with Sections V and VI, or,
         if no payments have been made as of the retirement date, shall commence
         in January of the year following the year of retirement, in the manner
         designated by the Participant.

      C. TERMINATION OF EMPLOYMENT.

         If a Participant ceases to be employed by the Corporation or any
         subsidiary of the Corporation for any other reason than death or
         retirement and before distribution of all amounts remaining in his or
         her deferred compensation accounts, the unpaid amount in the
         Participant's deferred compensation accounts shall be calculated and
         paid in one lump sum in January of the year following the year in which
         employment was terminated.

X.    PARTICIPANT'S RIGHTS IN ACCOUNTS

      A Participant shall have only the interest of an unsecured general
      creditor in the deferred compensation, interest equivalents or Units
      credited to his or her accounts. All amounts deferred under the Plan shall
      remain the sole property of the Corporation, subject to the claims of its
      general creditors and available for its use for whatever purposes are
      desired until actually paid. With respect to amounts deferred, the
      obligation of the Corporation hereunder is purely contractual and shall
      not be funded or secured in any way.

XI.   NON-ASSIGNABILITY

      The right of a Participant to the payment of deferred compensation as
      provided in the Plan shall not be assigned, transferred, pledged or
      encumbered or be subject in any manner to alienation or anticipation.

XII.  STATEMENT OF ACCOUNT

      Statements will be sent to Participants during February of each year as to
      the balance of their deferred compensation accounts as of the end of the
      previous calendar year.

XIII. ADMINISTRATION

      The Administrator of the Plan shall be the CMDC or its designee. The CMDC
      shall have the authority to adopt rules and regulations for carrying out
      the Plan and to interpret, construe and implement the provisions thereof.
      Appropriate income tax withholding will be applied by the Corporation.

XIV.  AMENDMENT AND TERMINATION

      The Plan may at any time be amended, modified or terminated by the Board
      of Directors of the Corporation or the CMDC thereof. No amendment,
      modification or termination shall, without the consent of a Participant,
      will reduce any Participant's deferred compensation account balances as of
      the effective date of such amendment or termination.



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XV.   NOTICES

      All notices and elections to be delivered to the Corporation hereunder
      shall be delivered to the attention of the Corporate Executive
      Compensation Manager.

XVI.  EARLY WITHDRAWAL PENALTY AND HARDSHIP

      A. EARLY WITHDRAWAL. A Participant may, upon prior written notice to the
         Corporation, accelerate payment of all or any part of the amounts
         deferred, including any accrued interest, subject to an early
         withdrawal penalty equal to 10% of the amount withdrawn, provided such
         compensation has been deferred for at least three years. This penalty
         shall be withheld by the Corporation upon distribution of any amounts
         pursuant to this Section XVI.A. A Participant who elects to withdraw
         deferred amounts in advance of the scheduled distribution thereof will
         not be able to elect further deferrals of compensation for a period of
         12 months from the date of early withdrawal.

      B. HARDSHIP. Upon receipt of a request from a Participant or a
         Participant's designated beneficiary, delivered in writing to the
         Corporation, the CMDC or its designee may cause the Corporation to
         accelerate payment of all or any part of the Participant's deferred
         compensation including any accrued interest, if it finds in its sole
         discretion that payment of such amounts in accordance with
         Participant's prior election under Section V would result in hardship
         to the Participant or beneficiary and such hardship is the result of an
         unforeseeable emergency caused by circumstances beyond the control of
         the Participant or beneficiary. Acceleration of payment may not be made
         under this Section XVI to the extent that such hardship is or may be
         relieved (i) through reimbursement or compensation by insurance or
         otherwise, (ii) by liquidation of the Participant's assets, to the
         extent the liquidation of assets would not itself cause severe
         financial hardship or (iii) by cessation of deferrals under this Plan
         of any tax-qualified savings plan of the Corporation.

XVII. CHANGE IN CONTROL

      A. INITIAL LUMP SUM ELECTION. Notwithstanding any election made pursuant
         to Section V, a Participant may file a written election with the
         Corporation to have the deferred amounts, including accrued interest,
         paid in one lump-sum payment as soon as practicable following a Change
         in Control, but in no event later than 60 days after such Change in
         Control.

      B. REVOCATION OF LUMP-SUM ELECTION. A Participant may revoke an election
         made pursuant to Section XVII (a) by filing an appropriate written
         notice with the Corporation. A revocation notice filed pursuant to this
         Section XVII (b) shall be effective with respect to deferred amounts,
         including accrued interest, which are credited thereafter to the
         Participant's Account.

      C. LIMITATION ON ELECTIONS. Any election made pursuant to Section XVII (A)
         or (B) shall not be effective unless filed with the Corporation at
         least 90 days prior to a Change in Control.

      D. DEFINITION OF CHANGE IN CONTROL. A "Change in Control" is defined to
         mean any of the following events:

         1.  The acquisition by any person (including a group, within the
             meaning of Sections 13(d)(3) or 14(d)(2) of the 1934 Act), other
             than the Corporation or any subsidiary of the Corporation, of
             beneficial ownership (within the meaning of Rule 13d-3 promulgated
             under the 1934 Act) of 20% or more of the combined voting power of
             the Corporation's outstanding voting securities.



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         2.  The first purchase under a tender offer or exchange offer, other
             than an offer by the Corporation or any subsidiary of the
             Corporation, pursuant to which shares of the Corporation's Common
             Stock have been purchased.

         3.  During any period of two consecutive years, individuals who at the
             beginning of such period constitute the Board of Directors of the
             Corporation cease for any reason (other than death or disability)
             to constitute at least a majority thereof, unless the election or
             the nomination for election by stockholders of the Corporation of
             each new Director was approved by a vote of at least two-thirds of
             the Directors then still in office who were Directors at the
             beginning of the period.

         4.  Approval by stockholders of the Corporation of a merger,
             consolidation, liquidation or dissolution of the Corporation, or
             the sale of all or substantially all of the assets of the
             Corporation.


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