EXHIBIT 10.9

                  Compaq Computer Corporation
                  1995 Equity Incentive Plan


SECTION 1.  Purpose.
The purposes of the Compaq Computer Corporation 1995
Equity Incentive Plan are to promote the interests of Compaq
Computer Corporation and its stockholders by (i) attracting and
retaining exceptional executive personnel and other key
employees of the Company and its Affiliates, as defined below;
(ii) motivating such employees by means of performance-related
incentives to achieve long-range performance goals; and (iii)
enabling such employees to participate in the long-term growth
and financial success of the Company.


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

"Affiliate" shall mean (i) any entity that, directly or
indirectly, is controlled by the Company and (ii) any entity in
which the Company has a significant equity interest, in either
case as determined by the Committee.

"Award" shall mean any Option, Stock Appreciation Right,
Restricted Stock Award, Performance Award or other Stock-Based
Award.

"Award Agreement" shall mean any written agreement, contract,
or other instrument or document evidencing any Award, which
may, but need not, be executed or acknowledged by a
Participant.

"Board" shall mean the Board of Directors of the Company.

"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 agreement with
the Company to effect a transaction described in clause (i),
(iii), or (iv) of this paragraph 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 that 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.  If any of the
events enumerated in clauses (i) through (iv) occur, the Board
shall determine the effective date of the Change in Control
resulting therefrom, for purposes of the Plan.

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

"Committee" shall mean a committee of the Board designated by
the Board to administer the Plan and composed of not less than
the minimum number of persons from time to time required by
Rule 16b-3, each of whom, to the extent necessary to comply
with Rule 16b-3 only, is a "disinterested person" within the
meaning of Rule 16b-3.  Until otherwise determined by the
Board, the Compensation Committee designated by the Board shall
be the Committee under the Plan.

"Company" shall mean Compaq Computer Corporation, together with
any successor thereto.

"Employee" shall mean an employee of the Company or of any
Affiliate.

"Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.

"Executive Officer" shall mean, at any time, an individual who
is an executive officer of the Company within the meaning of
Exchange Act Rule 3b-7 as promulgated and interpreted by the
SEC under the Exchange Act, or any successor rule or regulation
thereto as in effect from time to time, or who is an officer of
the Company within the meaning of Exchange Act Rule 16a-1(f) as
promulgated and interpreted by the SEC under the Exchange Act,
or any successor rule or regulation thereto as in effect from
time to time.

"Fair Market Value" shall mean the fair market value of the
property or other item being valued, as determined by the
Committee in its sole discretion.

"Incentive Stock Option" shall mean a right to purchase Shares
from the Company that is granted under Section 6 of the Plan
and that is intended to meet the requirements of Section 422 of
the Code or any successor provision thereto.

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

"Non-Qualified Stock Option" shall mean a right to purchase
Shares from the Company that is granted under Section 6 of the
Plan and that is not intended to be an Incentive Stock Option.

"Option" shall mean an Incentive Stock Option or a Non-
Qualified Stock Option and shall include a Restoration Option.

"Other Stock-Based Award" shall mean any right granted under
Section 10 of the Plan.

"Participant" shall mean any Employee selected by the Committee
to receive an Award under the Plan.

"Performance Award" shall mean any right granted under Section
9 of the Plan.

"Person" shall mean any individual, corporation, partnership,
association, joint-stock company, trust, unincorporated
organization, government or political subdivision thereof or
other entity.

"Plan" shall mean this Compaq Computer Corporation 1995 Equity
Incentive Plan.

"QDRO" shall mean a domestic relations order meeting such
requirements as the Committee shall determine, in its sole
discretion.

"Restoration Option" shall mean an Option granted pursuant to
Section 6(e) of the Plan.

"Restricted Stock" shall mean any Share granted under Section 8
of the Plan.

"Restricted Stock Unit" shall mean any unit granted under
Section 8 of the Plan.

"Rule 16b-3" shall mean Rule 16b-3 as promulgated and
interpreted by the SEC under the Exchange Act, or any successor
rule or regulation thereto as in effect from time to time.

"SEC" shall mean the Securities and Exchange Commission or any
successor thereto and shall include the staff thereof.

"Shares" shall mean shares of the common stock, $.0l par value,
of the Company, or such other securities of the Company as may
be designated by the Committee from time to time.

"Stock Appreciation Right" shall mean any right granted under
Section 7 of the Plan.

"Substitute Awards" shall mean Awards granted in assumption of,
or in substitution for, outstanding awards previously granted
by a company acquired by the Company or with which the Company
combines.


SECTION 3.  Administration.

(a)  Authority of Committee.  The Plan shall be administered by
the Committee.  Subject to the terms of the Plan and applicable
law, and in addition to other express powers and authorizations
conferred on the Committee by the Plan, the Committee shall
have full power and authority to: (i) designate Participants;
(ii) determine the type or types of Awards to be granted to an
eligible Employee; (iii) determine the number of Shares to be
covered by, or with respect to which payments, rights, or other
matters are to be calculated in connection with, Awards; (iv)
determine the terms and conditions of any Award; (v) determine
whether, to what extent, and under what circumstances Awards
may be settled or exercised in cash, Shares, other securities,
other Awards or other property, or canceled, forfeited, or
suspended and the method or methods by which Awards may be
settled, exercised, canceled, forfeited, or suspended; (vi)
determine whether, to what extent, and under what circumstances
cash, Shares, other securities, other Awards, other property,
and other amounts payable with respect to an Award shall be
deferred either automatically or at the election of the holder
thereof or of the Committee; (vii) interpret and administer the
Plan and any instrument or agreement relating to, or Award made
under, the Plan; (viii) establish, amend, suspend, or waive
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 the
administration of the Plan.

(b)  Committee Discretion Binding.  Unless otherwise expressly
provided in the Plan, all designations, determinations,
interpretations, and other decisions under or with respect to
the Plan or any Award shall be within the sole discretion of
the Committee, may be made at any time and shall be final,
conclusive, and binding upon all Persons, including the
Company, any Affiliate, any Participant, any holder or
beneficiary of any Award, any stockholder and any Employee.


SECTION 4.  Shares Available for Awards.

(a)  Shares Available.  Subject to adjustment as provided in
Section 4(b), the number of Shares with respect to which Awards
may be granted under the Plan shall be 13 million.  If, after
the effective date of the Plan, any Shares covered by an Award
granted under the Plan or by an award granted under any prior
stock award plan of the Company, or to which such an Award or
award relates, are forfeited, or if such an Award or award is
settled for cash or otherwise terminates or is canceled without
the delivery of Shares, then the Shares covered by such Award
or award, or to which such Award or award relates, or the
number of Shares otherwise counted against the aggregate number
of Shares with respect to which Awards may be granted, to the
extent of any such settlement, forfeiture, termination or
cancellation, shall again become Shares with respect to which
Awards may be granted. In the event that any Option or other
Award granted hereunder or any award granted under any prior
stock award plan of the Company is exercised through the
delivery of Shares or in the event that withholding tax
liabilities arising from such Award or award are satisfied by
the withholding of Shares by the Company, the number of Shares
available for Awards under the Plan shall be increased by the
number of Shares so surrendered or withheld.  Notwithstanding
the foregoing and subject to adjustment as provided in Section
4(b), no Executive Officer of the Company may receive Awards
under the Plan in any calendar year that relate to more than
500,000 Shares; provided, however, a new employee who begins
service as Chief Executive Officer may receive Awards that
relate to up to 1,000,000 Shares in the calendar year in which
employment with the Company begins.

(b)  Adjustments.  In the event that the Committee determines
that any dividend or other distribution (whether in the form of
cash, Shares, other securities, or other property),
recapitalization, stock split, reverse stock split,
reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase, or exchange of Shares or other
securities of the Company, issuance of warrants or other rights
to purchase Shares or other securities of the Company, or other
similar corporate transaction or event affects the Shares such
that an adjustment is determined by the Committee to be
appropriate in order to prevent dilution or enlargement of the
benefits or potential benefits intended to be made available
under the Plan, then the Committee shall, in such manner as it
may deem equitable, adjust any or all of (i) the number of
Shares or other securities of the Company (or number and kind
of other securities or property) with respect to which Awards
may be granted, (ii) the number of Shares or other securities
of the Company (or number and kind of other securities or
property) subject to outstanding Awards, and (iii) the grant or
exercise price with respect to any Award, or, if deemed
appropriate, make provision for a cash payment to the holder of
an outstanding Award; provided, in each case, that (A) with
respect to Awards of Incentive Stock Options no such adjustment
shall be authorized to the extent that such authority would
cause the Plan to violate Section 422(b)(1) of the Code, as
from time to time amended and (B) with respect to any Award no
such adjustment shall be authorized to the extent that such
authority would be inconsistent with the Plan's meeting the
requirements of Section 162(m) of the Code, as from time to
time amended.

(c)  Substitute Awards.  Any Shares underlying Substitute
Awards shall not, except in the case of Shares with respect to
which Substitute Awards are granted to Employees who are
officers or directors of the Company for purposes of Section 16
of the Exchange Act or any successor section thereto, be
counted against the Shares available for Awards under the Plan.

(d)  Sources of Shares Deliverable Under Awards.  Any Shares
delivered pursuant to an Award may consist, in whole or in
part, of authorized and unissued Shares or of treasury Shares.


SECTION 5.  Eligibility.

Any Employee, including any officer or employee-director of the
Company or any Affiliate, who is not a member of the Committee,
shall be eligible to be designated a Participant.


SECTION 6.  Stock Options.

(a)  Grant.  Subject to the provisions of the Plan, the
Committee shall have sole and complete authority to determine
the Employees to whom Options shall be granted, the number of
Shares to be covered by each Option, the option price therefor
and the conditions and limitations applicable to the exercise
of the Option.  The Committee shall have the authority to grant
Incentive Stock Options, or to grant Non-Qualified Stock
Options, or to grant both types of options.  In the case of
Incentive Stock Options, the terms and conditions of such
grants shall be subject to and comply with such rules as may be
prescribed by Section 422 of the Code, as from time to time
amended, and any regulations implementing such statute.

(b)  Exercise Price.  Subject to the requirement set forth in
Section 6(e) the Committee in its sole discretion shall
establish the exercise price at the time each option is
granted.

(c)  Exercise.  Each Option shall be exercisable at such times
and subject to such terms and conditions as the Committee may,
in its sole discretion, specify in the applicable Award
Agreement or thereafter.  The Committee may impose such
conditions with respect to the exercise of options, including
without limitation, any relating to the application of federal
or state securities laws, as it may deem necessary or
advisable.

(d)  Payment.  No Shares shall be delivered pursuant to any
exercise of an Option until payment in full of the option price
therefor is received by the Company.  Such payment may be made
in cash, or its equivalent, or, if and to the extent permitted
by the Committee, by exchanging Shares owned by the optionee
(which are not the subject of any pledge or other security
interest), or by a combination of the foregoing, provided that
the combined value of all cash and cash equivalents and the
Fair Market Value of any such Shares so tendered to the Company
as of the date of such tender is at least equal to such option
price.

(e)  Restoration Options.  In the event that any Participant
delivers Shares in payment of the exercise price of any Option
granted hereunder in accordance with Section 6(d) or of any
option granted under a prior stock award plan of the Company,
or in the event that the withholding tax liability arising upon
exercise of any such Option or option by a Participant is
satisfied through the withholding by the Company of Shares
otherwise deliverable upon exercise of the Option or option,
the Committee shall have the authority to grant or provide for
the automatic grant of a Restoration Option to such
Participant.  The grant of a Restoration Option shall be
subject to the satisfaction of such conditions or criteria as
the Committee in its sole discretion shall establish from time
to time.  A Restoration Option shall entitle the holder thereof
to purchase a number of Shares equal to the number of such
Shares so delivered or withheld upon exercise of the original
Option or option.  A Restoration Option shall have a per share
exercise price of not less than 100% of the per Share Fair
Market Value on the date of grant of such Restoration Option
and such other terms and conditions as the Committee in its
sole discretion shall determine.


SECTION 7.  Stock Appreciation Rights.

(a)  Grant.  Subject to the provisions of the Plan, the
Committee shall have sole and complete authority to determine
the Employees to whom Stock Appreciation Rights shall be
granted, the number of Shares to be covered by each Stock
Appreciation Right Award, the grant price thereof and the
conditions and limitations applicable to the exercise thereof.
Stock Appreciation Rights may be granted in tandem with another
Award, in addition to another Award, or freestanding and
unrelated to another Award.  Stock Appreciation Rights granted
in tandem with or in addition to an Award may be granted either
at the same time as the Award or at a later time.  Stock
Appreciation Rights shall not be exercisable earlier than six
months after grant, and shall have a grant price as determined
by the Committee on the date of grant.

(b)  Exercise and Payment.  A Stock Appreciation Right shall
entitle the Participant to receive an amount equal to the
excess of the Fair Market Value of a Share on the date of
exercise of the Stock Appreciation Right over the grant price
thereof, provided that the Committee may for administrative
convenience determine that, with respect to any Stock
Appreciation Right that is not related to an Incentive Stock
Option and that can only be exercised for cash during limited
periods of time in order to satisfy the conditions of Rule 16b-
3, the exercise of such Stock Appreciation Right for cash
during such limited period shall be deemed to occur for all
purposes hereunder on the day during such limited period on
which the Fair Market Value of the Shares is the highest.  Any
such determination by the Committee may be changed by the
Committee from time to time and may govern the exercise of
Stock Appreciation Rights granted prior to such determination
as well as Stock Appreciation Rights thereafter granted.  The
Committee shall determine whether a Stock Appreciation Right
shall be settled in cash, Shares or a combination of cash and
Shares.

(c)  Other Terms and Conditions.  Subject to the terms of the
Plan and any applicable Award Agreement, the Committee shall
determine, at or after the grant of a Stock Appreciation Right,
the term, methods of exercise, methods and form of settlement,
and any other terms and conditions of any Stock Appreciation
Right.  Any such determination by the Committee may be changed
by the Committee from time to time and may govern the exercise
of Stock Appreciation Rights granted or exercised prior to such
determination as well as Stock Appreciation Rights granted or
exercised thereafter.  The Committee may impose such conditions
or restrictions on the exercise of any Stock Appreciation Right
as it shall deem appropriate.

SECTION 8.  Restricted Stock and Restricted Stock Units.

(a)  Grant.  Subject to the provisions of the Plan, the
Committee shall have sole and complete authority to determine
the Employees to whom Shares of Restricted Stock and Restricted
Stock Units shall be granted, the number of Shares of
Restricted Stock and/or the number of Restricted Stock Units to
be granted to each Participant, the duration of the period
during which, and the conditions under which, the Restricted
Stock and Restricted Stock Units may be forfeited to the
Company, and the other terms and conditions of such Awards.

(b)  Transfer Restrictions.  Shares of Restricted Stock and
Restricted Stock Units may not be sold, assigned, transferred,
pledged or otherwise encumbered, except, in the case of
Restricted Stock, as provided in the Plan or the applicable
Award Agreements.  Certificates issued in respect of Shares of
Restricted Stock shall be registered in the name of the
Participant and deposited by such Participant, together with a
stock power endorsed in blank, with the Company.  Upon the
lapse of the restrictions applicable to such Shares of
Restricted Stock, the Company shall deliver such certificates
to the Participant or the Participant's legal representative.

(c)  Payment.  Each Restricted Stock Unit shall have a value
equal to the Fair Market Value of a Share.  Restricted Stock
Units shall be paid in cash, Shares, other securities or other
property, as determined in the sole discretion of the
Committee, upon the lapse of the restrictions applicable
thereto, or otherwise in accordance with the applicable Award
Agreement.

(d)  Dividends and Distributions.  Dividends and other
distributions paid on or in respect of any Shares of Restricted
Stock may be paid directly to the Participant, or may be
reinvested in additional Shares of Restricted Stock or in
additional Restricted Stock Units, as determined by the
Committee in its sole discretion.


SECTION 9.  Performance Awards.

(a)  Grant.  The Committee shall have sole and complete
authority to determine the Employees who shall receive a
"Performance Award," which shall consist of a right that is (i)
denominated in cash or Shares, (ii) valued, as determined by
the Committee, in accordance with the achievement of such
performance goals during such performance periods as the
Committee shall establish, and (iii) payable at such time and
in such form as the Committee shall determine.

(b)  Terms and Conditions.  Subject to the terms of the Plan
and any applicable Award Agreement, the Committee shall
determine the performance goals to be achieved during any
performance period, the length of any performance period, the
amount of any Performance Award and the amount and kind of any
payment or transfer to be made pursuant to any Performance
Award.

(c)  Payment of Performance Awards.  Performance Awards may be
paid in a lump sum or in installments following the close of
the performance period or, in accordance with procedures
established by the Committee, on a deferred basis.


SECTION 10.  Other Stock-Based Awards.

The Committee shall have authority to grant to eligible Employees
an "Other Stock-Based Award," which shall consist of any right
that is (i) not an Award described in Sections 6 through 9 above
and (ii) an Award of Shares or an Award denominated or payable in,
valued in whole or in part by reference to, or otherwise based on or
related to, Shares (including, without limitation, securities
convertible into Shares), as deemed by the Committee to be
consistent with the purposes of the Plan; provided that any
such rights must comply, to the extent deemed desirable by the
Committee, with Rule 16b-3 and applicable law.  Subject to the
terms of the Plan and any applicable Award Agreement, the
Committee shall determine the terms and conditions of any such
Other Stock-Based Award.


SECTION 11.  Termination or Suspension of Employment.
The following provisions shall apply in the event of the
Participant's termination of employment unless the Committee
shall have provided otherwise, either at the time of the grant
of the Award or thereafter.

(a)  Nonqualified Stock Options and Stock Appreciation Rights.

     (i)  Termination of Employment.  If the Participant's
     employment with the Company or its Affiliates is
     terminated for any reason other than death, permanent and
     total 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) Death, Disability or Retirement.  If the
     Participant's employment with the Company or its
     Affiliates is terminated by death, permanent and total
     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.  The meaning of the terms "total and
     permanent disability" and "retirement" shall be determined
     by the Committee.

     (iii)     Acceleration and Extension of Exercisability.
     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, (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, and (C) that an Option or
     Stock Appreciation Right may become immediately
     exercisable when it finds that such acceleration would be
     in the best interests of the Company.

(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 any related Stock Appreciation
Right will be exercisable during the period set forth in
Section 11(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 422 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 Participant for such Restricted
Stock, provided that in the event of a Participant's
retirement, permanent and total 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)  Leave Without Pay.  Any time spent by a Participant in the
status of "leave without pay" shall be disregarded for purposes
of determining the extent to which any Award or portion thereof
has vested or otherwise becomes exercisable or nonforfeitable.


SECTION 12.  Change in Control.

Notwithstanding any other provision of the Plan to the contrary,
upon a Change in Control all outstanding Awards shall vest, become
immediately exercisable or payable or have all restrictions lifted
as may apply to the type of Award and no outstanding Stock Appreciation
Right may be terminated, amended, or suspended upon or after a Change
in Control; 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 Participant, taking into
account the accelerated vesting provided for by this Section as well
as all other payments to be received by such Participant in connection
with such Change in Control, would be higher if Awards did not vest in
accordance with this Section, then and to such extent the Awards shall
not vest.  The determination of whether any such Award should not vest
shall be made by a nationally recognized accounting firm selected by
the Company, which shall be instructed to consider that (i) Awards
and other forms of compensation subject to vesting upon a Change of
Control 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, such other payment shall be
deemed to have occurred after any acceleration of Awards or other
forms of compensation subject to vesting upon a Change of Control.


SECTION 13.  Amendment and Termination.

(a)  Amendments to the Plan.  The Board may amend, alter,
suspend, discontinue, or terminate the Plan or any portion
thereof at any time; provided that no such amendment,
alteration, suspension, discontinuation or termination shall be
made without stockholder approval if such approval is necessary
to comply with any tax or regulatory requirement, including for
these purposes any approval requirement that is a prerequisite
for exemptive relief from Section 16(b) of the Exchange Act,
for which or with which the Board deems it necessary or
desirable to qualify or comply.  Notwithstanding anything to
the contrary herein, the Committee may amend the Plan in such
manner as may be necessary so as to have the Plan conform with
local rules and regulations in any jurisdiction outside the
United States.

(b)  Amendments to Awards.  The Committee may waive any
conditions or rights under, amend any terms of, or alter,
suspend, discontinue, cancel or terminate, any Award
theretofore granted, prospectively or retroactively; provided
that any such waiver, amendment, alteration, suspension,
discontinuance, cancellation, or termination that would
adversely affect the rights of any Participant or any holder or
beneficiary of any Award theretofore granted shall not to that
extent be effective without the consent of the affected
Participant, holder, or beneficiary.

(c)  Adjustment of Awards Upon the Occurrence of Certain
Unusual or Nonrecurring Events.  The Committee is hereby
authorized to make adjustments in the terms and conditions of,
and the criteria included in, Awards in recognition of unusual
or nonrecurring events (including, without limitation, the
events described in Section 4(b) hereof) affecting the Company,
any Affiliate, or the financial statements of the Company or
any Affiliate, or of changes in applicable laws, regulations,
or accounting principles, whenever the Committee determines
that such adjustments are appropriate in order to prevent
dilution or enlargement of the benefits or potential benefits
intended to be made available under the Plan; provided that no
such adjustment shall be authorized to the extent that such
authority would be inconsistent with the Plan's meeting the
requirements of Section 162(m) of the Code, as from time to
time amended.

(d)  Cancellation.  Any provision of this Plan or any Award
Agreement to the contrary notwithstanding, the Committee may
cause any Award granted hereunder to be canceled in
consideration of a cash payment or alternative Award made to
the holder of such canceled Award equal in value to the Fair
Market Value of such canceled Award.


SECTION 14.  General Provisions.

(a)  Dividend Equivalents.  In the sole and complete discretion
of the Committee, an Award, whether made as an Other Stock-
Based Award under Section 10 or as an Award granted pursuant to
Sections 6 through 9 hereof, may provide the Participant with
dividends or dividend equivalents, payable in cash, Shares,
other securities or other property on a current or deferred
basis.

(b)  Nontransferabilitv.  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 or pursuant to a QDRO, provided,
however, that an Award may be transferable, to the extent set
forth in the applicable Award Agreement, (i) if such Award
Agreement 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.

(c)  No Rights to Awards.  No Employee, Participant or other
Person shall have any claim to be granted any Award, and there
is no obligation for uniformity of treatment of Employees,
Participants, or holders or beneficiaries of Awards.  The terms
and conditions of Awards need not be the same with respect to
each recipient.

(d)  Share Certificates.  All certificates for Shares or other
securities of the Company or any Affiliate delivered under the
Plan pursuant to any Award or the exercise thereof shall be
subject to such stop transfer orders and other restrictions as
the Committee may deem advisable under the Plan or the rules,
regulations, and other requirements of the Securities and
Exchange Commission, any stock exchange upon which such Shares
or other securities are then listed, and any applicable Federal
or state laws, and the Committee may cause a legend or legends
to be put on any such certificates to make appropriate
reference to such restrictions.

(e)  Delegation.  Subject to the terms of the Plan and
applicable law, the Committee may delegate to one or more
officers or managers of the Company or any Affiliate, or to a
committee of such officers or managers, the authority, subject
to such terms and limitations as the Committee shall determine,
to grant Awards to, or to cancel, modify or waive rights with
respect to, or to alter, discontinue, suspend, or terminate
Awards held by, Employees who are not officers or directors of
the Company for purposes of Section 16 of the Exchange Act, or
any successor section thereto, or who are otherwise not subject
to such Section.

(f)  Withholding.  A participant may be required to pay to the
Company or any Affiliate and the Company or any Affiliate shall
have the right and is hereby authorized to withhold from any
Award, from any payment due or transfer made under any Award or
under the Plan or from any compensation or other amount owing
to a Participant the amount (in cash, Shares, other securities,
other Awards or other property) of any applicable withholding
taxes in respect of an Award, its exercise, or any payment or
transfer under an Award or under the Plan and to take such
other action as may be necessary in the opinion of the Company
to satisfy all obligations for the payment of such taxes.  The
Committee may provide for additional cash payments to holders
of Awards to defray or offset any tax arising from the grant,
vesting, exercise, or payments of any Award.

(g)  Award Agreements.  Each Award hereunder shall be evidenced
by an Award Agreement that shall be delivered to the
Participant and shall specify the terms and conditions of the
Award and any rules applicable thereto.

(h)  No Limit on Other Compensation Arrangements.  Nothing
contained in the Plan shall prevent the Company or any
Affiliate from adopting or continuing in effect other
compensation arrangements, which may, but need not, provide for
the grant of options, restricted stock, Shares and other types
of Awards provided for hereunder (subject to stockholder
approval if such approval is required), and such arrangements
may be either generally applicable or applicable only in
specific cases.

(i)  No Right to Employment.  The grant of an Award shall not
be construed as giving a Participant the right to be retained
in the employ of the Company or any Affiliate.  Further, the
Company or an Affiliate may at any time dismiss a Participant
from employment, free from any liability or any claim under the
Plan, unless otherwise expressly provided in the Plan or in any
Award Agreement.

(j)  No Rights as Stockholder.  Subject to the provisions of
the applicable Award, no Participant or holder or beneficiary
of any Award shall have any rights as a stockholder with
respect to any Shares to be distributed under the Plan until he
or she has become the holder of such Shares.  Notwithstanding
the foregoing, in connection with each grant of Restricted
Stock hereunder, the applicable Award shall specify if and to
what extent the Participant shall not be entitled to the rights
of a stockholder in respect of such Restricted Stock.

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

(l)  Severability.  If any provision of the Plan or any Award
is or becomes or is deemed to be invalid, illegal, or
unenforceable in any jurisdiction or as to any Person or Award,
or would disqualify the Plan or any Award under any law deemed
applicable by the Committee, such provision shall be construed
or deemed amended to conform to the 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 or the Award, such provision shall be stricken as
to such jurisdiction, Person or Award and the remainder of the
Plan and any such Award shall remain in full force and effect.

(m)  Other Laws.  The Committee may refuse to issue or transfer
any Shares or other consideration under an Award if, acting in
its sole discretion, it determines that the issuance or
transfer of such Shares or such other consideration might
violate any applicable law or regulation or entitle the Company
to recover the same under Section 16(b) of the Exchange Act,
and any payment tendered to the Company by a Participant, other
holder or beneficiary in connection with the exercise of such
Award shall be promptly refunded to the relevant Participant,
holder, or beneficiary.  Without limiting the generality of the
foregoing, no Award granted hereunder shall be construed as an
offer to sell securities of the Company, and no such offer
shall be outstanding, unless and until the Committee in its
sole discretion has determined that any such offer, if made,
would be in compliance with all applicable requirements of the
U.S. federal securities laws and any other laws to which such
offer, if made, would be subject.

(n)  No Trust or Fund Created.  Neither the Plan nor any Award
shall create or be construed to create a trust or separate fund
of any kind or a fiduciary relationship between the Company or
any Affiliate and a Participant or any other Person.  To the
extent that any Person acquires a right to receive payments
from the Company or any Affiliate pursuant to an Award, such
right shall be no greater than the right of any unsecured
general creditor of the Company or any Affiliate.

(o)  No Fractional Shares.  No fractional Shares shall be
issued or delivered pursuant to the Plan or any Award, and the
Committee shall determine whether cash, other securities, or
other property shall be paid or transferred in lieu of any
fractional Shares or whether such fractional Shares or any
rights thereto shall be canceled, terminated, or otherwise
eliminated.

(p)  Headings.  Headings are given to the Sections and
subsections of the Plan solely as a convenience to facilitate
reference.  Such headings shall not be deemed in any way
material or relevant to the construction or interpretation of
the Plan or any provision thereof.


SECTION 15.  Term of the Plan.

(a)  Effective Date.  The Plan shall be effective as of January
26, 1995, subject to approval by the stockholders of the
Company within one year thereafter.

(b)  Expiration Date.  No Incentive Stock Option shall be
granted under the Plan after January 25, 2005.  Unless
otherwise expressly provided in the Plan or in an applicable
Award Agreement, any Award granted hereunder may, and the
authority of the Board or the Committee to amend, alter,
adjust, suspend, discontinue, or terminate any such Award or to
waive any conditions or rights under any such Award shall,
continue after the authority for grant of new Awards hereunder
has been exhausted.