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                                                                    EXHIBIT 10.8
                                                      AMENDED SEPTEMBER 26, 1996


                          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.
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"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 "Non-Employee Director disinterested
person" within the meaning of Rule 16b-3.  Until otherwise determined by the
Board, the Human Resources 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.





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"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, $.01 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;





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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. An executive officer of
the Company may not exercise an Option for a period of six months from the date
of grant.

(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





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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.





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(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





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         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





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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.

(e)      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 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)      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 or pursuant to a QDRO,
provided, however, that an Award may be transferable, to the extent set forth
in the applicable Award Agreement and in





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<PAGE>   9
accordance with procedures adopted by the Committee, (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.





                                       9
<PAGE>   10
(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.





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