<PAGE>   1


                                                                   Exhibit 10(d)

                          DIGITAL EQUIPMENT CORPORATION

              DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS

                  AS AMENDED AND RESTATED EFFECTIVE 18 MAY 1987

     AND AS FURTHER AMENDED APRIL 22, 1991, JUNE 20, 1996 AND APRIL 23, 1998


I.   NAME AND PURPOSE

     The name of this plan is the Digital Equipment Corporation Deferred
     Compensation Plan for Non-Employee Directors (the "Plan"). Its purpose is
     to provide non-employee directors of Digital Equipment Corporation (the
     "Corporation") with an opportunity to defer cash compensation earned as a
     director.

II.  EFFECTIVE DATE

     The Plan became effective on June 1, 1983.

III. ELIGIBILITY FOR PARTICIPATION

     Any director of the Corporation who is not an employee of the Corporation
     or of a subsidiary of the Corporation shall be eligible to participate in
     the Plan. Any such person who submits an election to defer compensation
     under the Plan as provided for in V. below is hereinafter called a
     "Participant." The Plan shall establish for each Participant an unfunded
     deferred compensation account or accounts as appropriate.

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


                                       1
<PAGE>   2



V.   ELECTIONS OF DEFERRAL, ALLOCATION AND DISTRIBUTION

     Eligible directors or nominees to be eligible directors of the Corporation
     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 compensation (exclusive of
         expense reimbursement) otherwise payable during the following calendar
         year for service on the Board of Directors of the Corporation and its
         Committees and for attending meetings of said Board, 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.D below.

     B.  Before July 1, 1987, an irrevocable election (i) to defer receipt of
         all or a portion of his or her compensation otherwise payable during
         the six-month period commencing July 1, 1987 and ending December 31,
         1987, (ii) to allocate the deferred compensation among types of
         accounts, and (iii) to elect the number of installment payments
         desired, if applicable.

     C.  If such director or nominee is a newly-elected director, an election
         (i) to defer receipt of all or a portion of his or her compensation
         otherwise payable during the remainder of the calendar year in which
         such director joins the Board, 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.D below. Any such elections must be
         made within one month following the date on which such director is
         elected to the Board 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.

     D.  At any time after the initial elections referred to in Sections V.A.
         and V.C. above, a Participant may change his or her election with
         respect to number of installment payments desired, if applicable;
         provided, however, no such election shall be effective unless it is
         made more than six months prior to the Participant's resignation or
         reasonably anticipated retirement from the Board of Directors.

VI.  MANNER OF ELECTING DEFERRALS, ALLOCATIONS AND DISTRIBUTIONS

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

     A.  The amount of each component of the Participant's compensation for such
         year (annual retainer, committee fees and attendance fees) to be
         deferred (designated either as a percentage, a dollar amount or a
         combination thereof); and

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

     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 or until retirement or
         resignation from the Board of Directors, whichever is less) (the
         "Deferral Period").


                                       2


<PAGE>   3

     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, except
     that the form from newly elected directors with respect to their initial
     election for a partial year may be delivered at any time within one month
     following the date of their election to the Board. Any form received prior
     to May 18, 1987 shall continue in effect until a new form is delivered in
     accordance with this Section VI. The elections set forth in the latest form
     filed as to the percentage of each component of the Participant's
     compensation for the year (or other period) to be deferred, as to the
     amounts to be allocated to the 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 election for deferral received prior
     to May 18, 1987 shall be deemed to be an election to allocate all of such
     deferred compensation to the Participant's Cash Accounts until a new notice
     specifying a different election shall be delivered to the Corporation. Any
     new form shall apply only to 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 limitations in Section V.D.

VII. CREDITING PARTICIPANTS' ACCOUNTS

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

     A.  All Participants' deferred compensation accounts under the Plan prior
         to amendment were and will remain Cash Accounts and were or will be
         credited with deferred compensation which otherwise would have been
         payable before July 1, 1987 and with interest equivalents as of each
         June 30 and December 31 on the average daily balance credited to any
         such account during the period of six months ended on such date, at an
         annualized rate equal to the rate, on a bond-yield equivalency basis,
         on six-month (26-week) Treasury Bills maturing during the week in which
         such date falls.

     B.  Effective with respect to the six-month period ending December 31,
         1987, and for subsequent calendar years through December 31, 1996, 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 as of each June 30 and December 31
         on the average daily balance credited to such account during the period
         of six months ended on such date, at an annualized rate equal to the
         rate, on a bond yield equivalency basis, on six-month (26-week)
         Treasury Bills maturing during the week in which such date falls.
         Interest equivalents shall continue to be so credited until such time
         as the entire balance of any such account shall have been distributed.

     C.  Effective January 1, 1997, and for subsequent calendar years, 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.

     D.  Effective with respect to the six-month period ending December 31,
         1987, and for subsequent calendar years through December 31, 1996, 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 


                                       3



<PAGE>   4

         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 date on which the deferred compensation would have
             otherwise been payable, as reported on the New York Stock Exchange
             Composite Tape. If there are no sales on such 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 such date, 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 account
             on the record date for such dividends. 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.

     E.  Effective January 1, 1997, and for subsequent calendar years, 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 


                                       4



<PAGE>   5

             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.

VIII. METHOD OF DISTRIBUTION OF DEFERRED COMPENSATION

      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 amount 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.

IX.   DISTRIBUTION UPON DEATH

      If any Participant dies while a director, or thereafter, before receiving
      all funds deferred for his or her accounts, the unpaid amount in the
      Participant's deferred compensation accounts shall be paid in one lump sum
      in January of the year following the year of death to any 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.


                                       5

<PAGE>   6



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 this Plan shall be the Office of the President of the
      Corporation. The Administrator shall have authority to adopt rules and
      regulations for carrying out the Plan and to interpret, construe and
      implement the provisions hereof.

XIV.  AMENDMENT AND TERMINATION

      The Plan may at any time be amended, modified or terminated by the Board
      of Directors of the Corporation. No amendment, modification or termination
      shall, without the consent of a Participant, adversely affect such
      Participant's right with respect to amounts accrued in his or her deferred
      compensation accounts.

XV.   NOTICES

      All notices and elections to be delivered to the Corporation hereunder
      shall be delivered to the attention of the Secretary of the Corporation.

XVI.  EARLY WITHDRAWAL PENALTY; HARDSHIP

      A. EARLY WITHDRAWAL. A Participant may, upon prior written notice to the
         Corporation, accelerate the distribution 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 and provided
         such amounts have been deferred for at least three years. This penalty
         shall be withheld by the Corporation upon the distribution of any
         amounts pursuant to this Section XVI.A.

      B. HARDSHIP. Upon receipt of a request from a Participant or a
         Participant's designated beneficiary, delivered in writing to the
         Corporation, the Compensation and Management Development Committee (the
         "CMDC") of the Board of Directors 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 


                                       6


<PAGE>   7

         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 or (ii)
         by liquidation of the Participant's assets, to the extent the
         liquidation of assets would not itself cause severe financial hardship.

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.

         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.




                                       7