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                                                                    EXHIBIT 10.6

                                                       Amended December 12, 1996


                          COMPAQ COMPUTER CORPORATION

                           1989 EQUITY INCENTIVE PLAN

         SECTION 1.  Purpose.  The purposes of the Compaq Computer Corporation
1989 Equity Incentive Plan (the "Plan") are to encourage eligible employees of
Compaq Computer Corporation (the "Company") and its Affiliates to acquire a
proprietary and vested interest in the growth and performance of the Company,
to generate an increased incentive to contribute to the Company's future
success and prosperity, thus enhancing the value of the Company for the benefit
of its stockholders, and to enhance the ability of the Company and its
Affiliates to attract and retain talented and highly competent individuals upon
whom, in large measure, the sustained progress, growth, and profitability of
the Company depend.

         SECTION 2.  Definitions.  As used in the Plan, the following terms
shall have the meanings set forth below:

         (a)     "Affiliate" shall mean (i) any Person that directly, or
through one or more intermediaries, controls, or is controlled by, or is under
common control with, the Company or (ii) any entity in which the Company has a
significant equity interest, as determined by the Committee.

         (b)     "Award" shall mean any Option, Stock Appreciation Right,
Restricted Stock Award, or any other right, interest, or option relating to
Shares granted pursuant to the provisions of the Plan.

         (c)     "Award Notice" shall mean any written notice, agreement, or
other instrument or document evidencing any Award granted by the Committee
hereunder signed by  the Company and delivered to the Participant.

         (d)     "Board" shall mean the Board of Directors of the Company.

         (e)     "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.

         (f)     "Committee" shall mean the Human Resources Committee of the
Board of Directors, composed of not less than two directors each of whom is a
Non-Employee Director.

         (g)     "Common Stock" shall mean the common stock, $.01 par value, of
the Company.

         (h)     "Company"  shall mean Compaq Computer Corporation.

         (i)     "Employee" shall mean any employee of the Company or of any
Affiliate.

         (j)  "Exchange Act" shall mean the Securities Exchange Act of 1934 as
amended.

         (k)  "Fair Market Value" shall mean  (i)  with respect to the Common
Stock, the last sale price of the Common Stock on the date on which such value
is determined, as reported on the consolidated tape of New York Stock Exchange
issues or, if there shall be no trades on such date, on the date nearest
preceding such date;  (ii) with respect to any other property, or with respect
to the Common Stock if it is not then listed for trading on the New York Stock
Exchange, the market value of such property determined by such methods or
procedures as shall be established from time to time by the Committee.

         (l)  "Incentive Stock Option" shall mean an Option granted under
Section 6 hereof that is intended to meet the requirements of Section 422A of
the Code or any successor provision thereto.

         (m)  "Net After-Tax Amount" shall mean the net amount of compensation,
assuming for this purpose only that all vested options are exercised upon such
Change in Control, to be received (or deemed to have been received) by such
optionee in connection with such Change of Control under any Award Agreement
and under any other
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plan, arrangement or contract of the company to which such optionee is a party,
after giving effect to all income and excise taxes applicable to such payments.

         (n)     "Non-Employee Director"  shall have the meaning set forth in
Rule 13e-3(b)(3)(i) promulgated by the Securities and Exchange Commission under
the Exchange Act.

         (o)     "Nonqualified Stock Option" shall mean an Option granted under
Section 6 hereof that is not intended to be an Incentive Stock Option.

         (p)     "Option" shall mean any right granted to a Participant
allowing such Participant to purchase Shares at such price or prices and during
such period or periods as the Committee shall determine.

         (q)     "Participant" shall mean an Employee who is selected by the
Committee to receive an Award under the Plan.

         (r)     "Person" shall mean any natural person, corporation,
partnership, association, joint stock company, trust, unincorporated
organization, or government or political subdivision thereof.

         (s)     "Restricted Stock" shall mean any share of capital stock of
the Company issued with the restriction that the holder may not sell, transfer,
pledge, or assign such share and with such other restrictions as the Committee,
in its sole discretion, may impose (including, without limitation, any
restriction on the right to vote such shares and the right to receive any cash
dividends), which restrictions may lapse separately or in combination at such
time or times, in installments or otherwise, as the Committee may deem
appropriate.

         (t)     "Restricted Stock Award" shall mean an Award of Restricted
Stock under Section 8 hereof.

         (u)     "Shares" shall mean the Common Stock and such other securities
of the Company as the Committee may from time to time determine.

         (v)     "Stock Appreciation Right" shall mean any right granted to a
Participant pursuant to Section 7 hereof to receive, upon exercise by the
Participant, the excess of (i) the Fair Market Value of one Share on the date
of exercise or, if the Committee shall so determine in the case of any such
right other than one related to any Incentive Stock Option, at any time during
a specified period before the date of exercise over (ii) the grant price of the
right as specified by the Committee, in its sole discretion, on the date of
grant.  The grant price of a right granted to an individual subject to Section
16 of the Exchange Act shall not be less than 50% of the Fair Market Value of
one Share on the date of grant.  Any payment by the Company in respect of such
right may be made in cash, Shares, other property, or any combination thereof,
as the Committee, in its sole discretion, shall determine.

         SECTION 3.  Administration.  The Plan shall be administered by the
Committee.  The Committee shall have full power and authority, subject to such
orders or resolutions not inconsistent with the provisions of the Plan as may
from time to time be adopted by the Board, to:  (i) select the Employees of the
Company and its Affiliates to whom Awards may from time to time be granted
hereunder; (ii) determine the type or types of Awards to be granted to each
Participant hereunder; (iii) determine the number of Shares to be covered by
each Award granted hereunder; (iv) determine the terms and conditions, not
inconsistent with the provisions of the Plan, of any Award granted hereunder;
(v) determine whether, to what extent, and under what circumstances Awards may
be settled in cash, canceled, or suspended; (vi) determine whether, to what
extent, and under what circumstances Shares and other amounts payable with
respect to an Award under this Plan shall be deferred either automatically or
at the election of the Participant; (vii) interpret and administer the Plan and
any instrument or agreement entered into under the Plan; (viii) establish such
rules and regulations and appoint such agents as it shall deem appropriate for
the proper administration of the Plan; and (ix) make any other determination
and take any other action that the Committee deems necessary or desirable for
administration of the Plan.  Decisions of the Committee shall be final,
conclusive, and binding upon all persons, including the Company, any
Participant, any stockholder of the Company, and any Employee.  A majority of
the members of the Committee may determine its actions and fix the time and
place of its meetings. The Committee may delegate its power and authority under
this Plan to a Chief Executive Officer of the Company who is a director of the
Company with respect to the administration of the Plan for grants to persons
other than executive officers.  In the case of such delegation, the term
"Committee" as used in this Plan shall be deemed to refer to the Chief
Executive Officer of the Company.





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         SECTION 4.  Shares Subject to the Plan.

         (a)     Total Number.  Subject to adjustment as provided in this
         Section, the total number of Shares available for grant under the Plan
         shall be 16,600,000 Shares.

         (b)     Reduction of Shares Available.

                          (i)     The grant of an Option or Restricted Stock
Award will reduce the Shares available for grant by the number of Shares
subject to such Award.

                          (ii)    The grant of Stock Appreciation Rights
related to an Option will reduce the number of Shares available for grant only
to the extent that the number of Stock Appreciation Rights granted exceeds the
number of Shares subject to the related Option.

                          (iii)   The grant of Stock Appreciation Rights not
related to an Option will reduce the number of Shares available for grant by
the number of Stock Appreciation Rights granted.

                          (iv)    Any Shares issued by the Company through the
assumption or substitution of outstanding grants from an acquired company shall
not reduce the Shares available for grants under the Plan.

         (c)  Increase of Shares Available.

                          (i)     The lapse, cancellation, or other termination
of an Option that has not been fully exercised shall increase the available
Shares by the number of Shares that have not been issued upon exercise of such
Option; provided that in the event the cancellation of an Option is due to the
exercise of Stock Appreciation Rights related to such Option, the cancellation
of such Option shall only increase the Shares available by the excess, if any,
of the number of Shares subject to such Option over the number of Stock
Appreciation Rights exercised.

                          (ii)    The lapse, cancellation, or other termination
of Stock Appreciation Rights that have not been exercised shall increase the
available Shares by the number of Stock Appreciation Rights so lapsed,
canceled, or terminated; provided that in the event the cancellation of Stock
Appreciation Rights is due to the exercise of an Option related to such Stock
Appreciation Rights, the lapse, cancellation, or termination of such Stock
Appreciation Rights shall only increase the Shares available by the excess, if
any, of the number of Stock Appreciation Rights so lapsed, canceled, or
terminated over the number of Shares for which such Option is exercised.

                          (iii)   Any Restricted Shares forfeited by a
Participant shall increase the available Shares by the number of Shares so
forfeited.

         (d)  Other Adjustments.  The total number of shares of Common Stock
available for Awards under the Plan or which may be allocated to any one
Participant, the number of shares of Common Stock subject to outstanding
Options, the exercise price for such Options, the number of outstanding Stock
Appreciation Rights, the base value of such rights, and the number of
outstanding shares of Restricted Stock shall be appropriately adjusted by the
Committee for any increase or decrease in the number of outstanding Shares
resulting from a stock dividend, subdivision, or combination of Shares or
reclassification, as may be necessary to maintain the proportionate interest of
the Award holder.  In the event of a merger or consolidation of the Company or
a tender offer for shares of Common Stock, the Committee may make such
adjustments with respect to Awards under the Plan and take such other action as
it deems necessary or appropriate to reflect or in anticipation of such merger,
consolidation, or tender offer including, without limitation, the substitution
of new Awards, the termination or adjustment of outstanding Awards, the
acceleration of Awards, or the removal of restrictions on outstanding Awards.
The payment to the Participant of an amount in cash equal to the excess, if
any, of the Fair Market Value of the number of shares subject to any Award over
the aggregate grant price thereof, in consideration of the cancellation thereof
pursuant to this Section 4(d), shall extinguish any rights of the Participant
in connection with such Award.

         SECTION 5.  Eligibility.  Any Employee (excluding any member of the
Committee) shall be eligible to be selected as a Participant.

         SECTION 6.  Stock Options.  Options may be granted hereunder to
Participants either alone or in addition to other Awards granted under the
Plan.  The Company shall deliver an Award Notice to each Participant receiving
an Option.  Any such Option shall be subject to the following terms and
conditions and to such additional terms and conditions, not inconsistent with
the provisions of the Plan, as the Committee shall deem desirable:





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         (a)  Option Price.  The purchase price per Share purchasable under an
Option shall be determined by the Committee in its sole discretion and set
forth in the applicable Award Notice;  provided that such purchase price shall
not be less than (i) 100% of the Fair Market Value of the Share on the date of
the grant of the Option in the case of any Incentive Stock Option, or (ii) 50%
of such Fair Market Value in the case of any Nonqualified Stock Option granted
to an individual subject to Section 16 of the Exchange Act.

         (b)  Option Period.  The term of each Option shall be fixed by the
Committee in its sole discretion and set forth in the applicable Award Notice;
provided that no Option shall be exercisable after the expiration of ten years
from the date the Option is granted.

         (c)  Exercisability.  Options shall be exercisable at such time or
times as determined by the Committee in its sole discretion and set forth in
the applicable Award Notice. An executive officer of the Company may not
exercise an Option for a period of six months from the date of grant.

         (d)  Method of Exercise.  Any Option may be exercised by the
Participant in whole or in part at such time or times and by such methods as
the Committee may specify.  Unless otherwise specified in the applicable grant
and Award Notice, the Participant may make payment in cash or by certified
check, bank draft, or postal or express money order payable to the order of the
Company, or, with the consent of the Board (or the Committee, if established by
the Board), in whole or in part in Common Stock owned by the Optionee, valued
at Fair Market Value.

         (e)  Incentive Stock Options.  In accordance with rules and procedures
established by the Committee, the aggregate Fair Market Value (determined as of
the time of grant) of the Shares with respect to which Incentive Stock Options
held by any Participant become exercisable for the first time by such
Participant during any calendar year under the Plan (and under any other
benefit plans of the Company or of any parent or subsidiary corporation of the
Company) shall not exceed $100,000 or, if different, the maximum limitation in
effect at the time of grant under Section 422A of the Code, or any successor
provision, and any regulations promulgated thereunder.  The terms of any
Incentive Stock Option granted hereunder shall comply in all respects with the
provisions of Section 422A of the Code, or any successor provision, and any
regulations promulgated thereunder.

         (f)  Form of Settlement.  In its sole discretion, the Committee may
provide, at the time of grant, that the Shares to be issued upon an Option's
exercise shall be in the form of Restricted Stock or other similar securities.

         (g)     Certificates.  Upon the Company's determination that an Option
has been validly exercised as to any of the Shares, the Secretary of the
Company shall issue certificates in the Participant's name for such Shares.
However, the Company shall not be liable to the Participant for damages
relating to any delays in issuing the certificates to him, any loss of the
certificates, or any mistakes or errors in the issuance of the certificates or
in the certificates themselves.

         SECTION 7.  Stock Appreciation Rights.  Stock Appreciation Rights may
be granted hereunder to Participants either alone or in addition to other
Awards granted under the Plan and may, but need not, relate to a specific
Option granted under Section 6.  The provisions of Stock Appreciation Rights
need not be the same with respect to each recipient.  Any Stock Appreciation
Right related to a Nonqualified Stock Option may be granted at the same time
such Option is granted or at any time thereafter before exercise or expiration
of such Option.  Any Stock Appreciation Right related to an Incentive Stock
Option must be granted at the same time such Option is granted.  In the case of
any Stock Appreciation Right related to any Option, the Stock Appreciation
Right Award or applicable portion thereof shall terminate and no longer be
exercisable upon the termination or exercise of the related Option, except that
a Stock Appreciation Right Award granted with respect to fewer than the full
number of Shares covered by a related Option shall not be reduced until the
number of Shares issued upon exercise or canceled upon termination of the
related Option exceeds the number of shares not covered by the Stock
Appreciation Right Award.  Any Option related to any Stock Appreciation Right
shall no longer be exercisable to the extent the related Stock Appreciation
Right has been exercised.  No Stock Appreciation Right unrelated to any Option
shall be exercisable after the expiration of ten years from the date such Award
is granted.  The Committee may impose such conditions or restrictions on the
exercise of any Stock Appreciation Right as it shall deem appropriate.  The
Company shall deliver an Award Notice to each Participant receiving a Stock
Appreciation Right.





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         SECTION 8.  Restricted Stock.

         (a)  Issuance.  Restricted Stock Awards may be issued hereunder to
Participants, for no cash consideration or for such nominal consideration as
may be required by applicable law, either alone or in addition to other Awards
granted under the Plan.  The provisions of Restricted Stock Awards need not be
the same with respect to each recipient.  The Company shall deliver an Award
Notice to each Participant receiving a Restricted Stock Award.

         (b)  Registration.  Any Restricted Stock issued hereunder may be
evidenced in such manner as the Committee in its sole discretion shall deem
appropriate, including, without limitation, book entry registration or issuance
of a stock certificate or certificates. In the event any stock certificate is
issued in respect of shares of Restricted Stock awarded under the Plan, such
certificate shall be registered in the name of the Participant, and shall bear
an appropriate legend referring to the terms, conditions, and restrictions
applicable to such Award.  Promptly after the lapse of restrictions with
respect to any shares of Restricted Stock, the lapse of such restrictions shall
be evidenced in such manner as the Committee shall deem appropriate.

         SECTION 9.  Termination or Suspension of Employment.

         (a)  Nonqualified Stock Options and Stock Appreciation Rights.

                 (i)      If the Participant's employment with the Company or
its Affiliates is terminated for any reason other than death, disability, or
retirement, the Participant's right to exercise any Nonqualified Stock Option
or Stock Appreciation Right shall terminate, and such Option or Stock
Appreciation Right shall expire, on the earlier of (A) the first anniversary of
such termination of employment or (B) the date such Option or Stock
Appreciation Right would have expired had it not been for the termination of
employment.  The Participant shall have the right to exercise such Option or
Stock Appreciation Right prior to such expiration to the extent it was
exercisable at the date of such termination of employment and shall not have
been exercised.

                 (ii)     If the Participant's employment with the Company or
its Affiliates is terminated by reason of death, disability, or retirement, the
Participant or his successor (if employment is terminated by death) shall have
the right to exercise any Nonqualified Stock Option or Stock Appreciation Right
to the extent it was exercisable at the date of such termination of employment
and shall not have been exercised, but in no event shall such option be
exercisable later than the date the Option would have expired had it not been
for the termination of such employment.

                 (iii)    Notwithstanding the foregoing, the Committee may, in
its discretion, provide (a) that an Option granted to a Participant may
terminate at a date earlier than that set forth above, and (b) that an Option
granted to a Participant not subject to Section 16 of the Exchange Act may
terminate at a date later than that set forth above, provided such date shall
not be beyond the date the Option would have expired had it not been for the
termination of the Participant's employment.

                 (iv)     Any time spent by a Participant in the status of
"leave without pay" shall be disregarded for purposes of determining the extent
to which an Option or any portion thereof has vested.

         (b)  Incentive Stock Options.  Except as otherwise determined by the
Committee at the time of grant, if  the Participant's employment with the
Company is terminated for any reason, the Participant shall have the right to
exercise any Incentive Stock Option and any related Stock Appreciation Right
during the 90 days after such termination of employment to the extent it was
exercisable at the date of such termination, but in no event later than the
date the Option would have expired had it not been for the termination of such
employment.  If the Participant does not exercise such Option or related Stock
Appreciation Right to the full extent permitted by the preceding sentence, the
remaining exercisable portion of such Option automatically will be deemed a
Nonqualified Stock Option, and such Option and the related Stock Appreciation
Right will be exercisable during the period set forth in Section 9(a) of the
Plan, provided that in the event that employment is terminated because of death
or the Participant dies in such 90 day period the Option will continue to be an
Incentive Stock Option to the extent provided by Section 421 or Section 422A of
the Code, or any successor provision, and any regulations promulgated
thereunder.

         (c)  Restricted Stock. Except as otherwise determined by the Committee
at the time of grant, upon termination of employment for any reason during the
restriction period, all shares of Restricted Stock still subject to restriction
shall be forfeited by the Participant and reacquired by the Company at the
price (if any) paid by the





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Participant for such Restricted Stock; provided that in the event of a
Participant's retirement, permanent disability, or death, or in cases of
special circumstances, the Committee may, in its sole discretion, when it finds
that a waiver would be in the best interests of the Company, waive, in whole or
in part, any or all remaining restrictions with respect to such Participant's
shares of Restricted Stock.

         (d)  Disability and Retirement.  The term "disability" means total and
permanent disability.  The meaning of the terms "total and permanent
disability" and "retirement" shall be determined by the Committee.

         (e)  Acceleration of Exercisability.  Nothing contained herein shall
in any way limit the authority of the Committee in its sole discretion to cause
any outstanding Option or Stock Appreciation Right to become immediately
exercisable when it finds that such acceleration would be in the best interests
of the Company.

         SECTION 10.  Change in Control.

         (a)  Immediate Vesting.  Notwithstanding any other provision of the
Plan to the contrary, upon a Change in Control, as defined below, all
outstanding Awards shall vest, become immediately exercisable or payable, or
have all restrictions lifted as may apply to the type of Award; provided,
however, that unless otherwise determined by the Committee at the time of award
or thereafter, if it is determined that the Net After-Tax Amount to be realized
by any optionee, taking into account the accelerated vesting provided for by
this paragraph 10(a) as well as all other payments to be received by such
optionee in connection with such Change in Control, would be higher if options
did not vest in accordance with the foregoing paragraph 10(a), then, and to
such extent, the options shall not vest.  The determination of whether any such
option should not vest shall be made by a nationally recognized accounting firm
selected by the Company, which shall be instructed to consider that (i) stock
options shall be vested in the order in which they were granted and within each
grant in the order in which they would otherwise have vested and (ii) unless
and to the extent any other plan, arrangement or contract of the Company
pursuant to which any such payment is to be received provides to the contrary,
any other payment contingent upon a Change of Control shall be deemed to have
occurred after any acceleration of options.  Further, no outstanding Stock
Appreciation Right may be terminated, amended, or suspended upon or after a
Change in Control.

         (b)  Change in Control.  A "Change in Control" shall be deemed to have
occurred if:  (i)  any "person" as such term is used in Sections 13(d) and
14(d) of the Exchange Act (other than the Company, any trustee or other
fiduciary holding securities under any employee benefit plan of the Company, or
any company owned, directly or indirectly, by the stockholders of the Company
in substantially the same proportions as their ownership of Stock of the
Company), is or becomes the "beneficial owner" (as defined in Rule 13d 3 under
the Exchange Act), directly or indirectly, of securities of the Company
representing 30% or more of the combined voting power of the Company's then
outstanding securities;  (ii) during any period of two consecutive years (not
including any period prior to the adoption of the Plan), individuals who at the
beginning of such period constitute the Board of Directors, and any new
director (other than a director designated by a person who has entered into an
agree ment with the Company to effect a transaction described in clause (i),
(iii), or (iv) of this Section 10(b)) whose election by the Board of Directors
or nomination for election by the Company's stockholders was approved by a vote
of at least two-thirds of the directors then still in office who either were
directors at the beginning of the two-year period or whose election or
nomination for election was previously so approved, cease for any reason to
constitute at least a majority of the Board of Directors;  (iii)  the
stockholders of the Company approve a merger or consolidation of the Company
with any other corporation, other than a merger or consolidation which would
result in the voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) more than 50% of the
combined voting power of the voting securities of the Company or such surviving
entity outstanding immediately after such merger or consolidation; provided,
however, that a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in which no person
acquires more than 30% of the combined voting power of the Company's then
outstanding securities shall not constitute a Change in Control of the Company;
or (iv) the stockholders of the Company approve a plan of complete liquidation
of the Company or an agreement for the sale or disposition by the Company of
all or substantially all of the Company's assets.





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         SECTION 11.  Amendments and Termination.

         (a)     The Board may amend, alter, or discontinue the Plan, but no
amendment, alteration, or discontinuation shall be made that would impair the
rights of a Participant under an Award theretofore granted, without the
Participant's consent, or that without the approval of the stockholders would:

         (i)     except as is provided in Section 4(b) of the Plan, increase
         the total number of Shares reserved for the purpose of the Plan; or

         (ii)    change the employees or class of employees eligible to
         participate in the Plan.

         (b)     The Committee may amend the terms of any Award theretofore
granted, prospectively or retroactively, but no such amendment shall impair the
rights of any Participant without his consent.  The Committee may also
substitute new Awards for previously granted Awards, including without
limitation previously granted Options and Stock Appreciation Rights having
higher option prices.

         (c)     Employee Status Change to Part-Time.  At such time as a
full-time employee becomes a part-time employee of the Company, on the next
vesting date following such status change, all Awards previously granted to
such employee will be automatically amended to reflect the vesting of all such
Awards to be reduced by one-half with respect to any portion of the Awards not
yet vested.

         SECTION 12.  General Provisions.

         (a)     Nontransferability.  No Award shall be assigned, alienated,
pledged, attached, sold or otherwise transferred or encumbered by a
Participant, except by will or the laws of descent and distribution, provided,
however, that an Award may be transferable, to the extent set forth in the
applicable Award Notice and in accordance with procedures adopted by the
Committee, (i) if such Award Notice provisions do not disqualify such Award for
exemption under Rule 16b-3 or (ii) if such Award is not intended to qualify for
exemption under such rule.

         (b)     No Claims.  No Employee or Participant shall have any claim to
be granted any Award under the Plan and there is no obligation for uniformity
of treatment of Employees or Participants under the Plan.

         (c)     Notices.  Any notice necessary under this Plan or any Award
hereunder shall be addressed to the Company in care of its Secretary at the
principal executive office of the Company in Houston, Texas and to the
Participant at the address appearing in the personnel records of the Company
for such Participant or to either party at such other address as either party
hereto may hereafter designate in writing to the other.  Any such notice shall
be deemed effective upon receipt thereof by the addressee.

         (d)     Unusual Events.  The Committee shall be authorized to make
adjustments in the terms and conditions of Awards in recognition of unusual or
nonrecurring events affecting the Company or its financial statements or
changes in applicable laws, regulations, or accounting principles.  The
Committee may correct any defect, supply any omission, or reconcile any
inconsistency in the Plan or any Award in the manner and to the extent it shall
deem desirable to carry it into effect.  In the event the Company shall assume
outstanding employee benefit awards or the right or obligation to make such
future awards in connection with the acquisition of another corporation or
business entity, the Committee may, in its discretion, make such adjustments in
the terms of Awards under the Plan as it shall deem appropriate.

         (e)     Compliance Requirements.  All certificates for Shares
delivered under the Plan pursuant to any Award shall be subject to such stock
transfer orders and other restrictions as the Committee may deem advisable
under the rules, regulations, and other requirements of the Securities and
Exchange Commission, any stock exchange upon which the Shares are then listed,
and any applicable federal or state securities law, and the Committee may cause
a legend or legends to be put on any such certificates to make appropriate
reference to such restrictions.  The Company shall not be required to issue or
deliver any Shares under the Plan prior (i) to the completion of any
registration or qualification of such Shares under any federal or state law, or
under any ruling or regulation of any governmental body or national securities
exchange that the Committee in its sole discretion shall deem to be necessary
or appropriate and (ii) to the Participant's entering into such  written
representations, warranties, and agreements as the Company may reasonably
request in order to comply with applicable securities laws or with this Plan.





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         (f)     Dividends.  Subject to the provisions of this Plan, the
recipient of an Award may, if so determined by the Committee at the time of
grant, be entitled to receive, currently or on a deferred basis, interest or
dividends, or interest or dividend equivalents, with respect to the number of
shares covered by the Award, as determined at the time of the Award by the
Committee, in its sole discretion, and the Committee may provide that such
amounts (if any) shall be deemed to have been reinvested in additional Shares
or otherwise reinvested.

         (g)     No Other Consideration.  Except as otherwise required in any
applicable grant and Award Notice or by the terms of the Plan, recipients of
Awards under the Plan shall not be required to make any payment or provide
consideration other than the rendering of services.

         (h)     Withholding.  The Company shall be authorized to withhold from
any Award granted or payment due under the Plan the amount of withholding taxes
due in respect of an Award or payment hereunder and to take such other action
as may be necessary in the opinion of the Company to satisfy any of its
obligations with respect to the payment of such taxes.

         (i)     Other Plans.  Nothing contained in this Plan shall prevent the
Board  from adopting other or additional compensation arrangements, subject to
stockholder approval, if such approval is required by applicable law, or the
rules of any stock exchange on which the Common Stock is then listed; and such
arrangements may be either generally applicable or applicable only in specific
cases.

         (j)     Governing Law.  The validity, construction, and effect of the
Plan and any rules and regulations relating to the Plan and any Award hereunder
shall be determined in accordance with the laws of the State of Delaware and
applicable federal law.

         (k)     Conformity With Law.  If any provision of this Plan is or
becomes or is deemed invalid, illegal or unenforceable in any jurisdiction, or
would disqualify the Plan or any Award under any law deemed applicable by the
Committee, such provision shall be construed or deemed amended in such
jurisdiction to conform to applicable laws or if it cannot be construed or
deemed amended without, in the determination of the Committee, materially
altering the intent of the Plan, it shall be stricken and the remainder of the
Plan shall remain in full force and effect.

         SECTION 13.  Effective Date of Plan.  The Plan shall be effective as
of January 18, 1989 (the "Effective Date"), subject to approval by the
Company's stockholders within one year thereafter. Awards may be granted at any
time after the Effective Date and prior to termination of the Plan by the
Board, except that no Incentive Stock Option shall be granted pursuant to the
Plan after 10 years from the Effective Date, but any Award theretofore granted
may extend beyond that date.  The Plan will expire when no Shares are available
for issuance.





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