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                                                                   Exhibit 10.23

                                  NOVELL, INC.
                           DEFERRED COMPENSATION PLAN
                (AS AMENDED AND RESTATED AS OF NOVEMBER 1, 1999)

                                   ARTICLE I
                                  INTRODUCTION

      1.1   ESTABLISHMENT OF PLAN. Novell, Inc. established the Novell, Inc.
Deferred Compensation Plan effective as of November 1, 1994.

      1.2   PURPOSE OF PLAN. Novell, Inc. established this Plan to provide
select employees with the opportunity to defer the receipt of compensation and a
vehicle through which to do so. Novell, Inc. intends to maintain the Plan
primarily for the purpose of providing deferred compensation for a select group
of management or highly compensated employees, within the meaning of Sections
201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act
of 1974, as amended. The Plan will be interpreted in a manner consistent with
these intentions.

                                   ARTICLE II
                                   DEFINITIONS

      Definitions are contained in this article and throughout other sections of
the Plan. The location of a definition is for convenience only and should not be
given any significance. A word or term defined in this article (or in any other
article) will have the same meaning throughout the Plan unless the context
clearly requires a different meaning.

      2.1   BASE SALARY means (i) in the case of an employee whose compensation
from the Company does not contain a commission element, the employee's base
salary for the Plan Year, and (ii) in the case of an employee whose compensation
from the Company contains a commission element, the employee's total
compensation (i.e., base salary plus commissions, whether under or over target).

      2.2   BENEFICIARY means the individual(s) or entity designated by a
Participant, or by the Plan, to receive any benefit payable upon the death of a
Participant or Beneficiary. A Beneficiary designation must be signed by the
Participant and delivered to the Committee on such form as specified by the
Committee. In the absence of a valid or effective Beneficiary designation, the
Beneficiary will be the Participant's surviving spouse, or if there is no
surviving spouse, the Participant's estate.

      2.3   BOARD means the Board of Directors of the Company.

      2.4   BONUS means the quarterly bonus compensation payable to a
Participant with respect to a Plan Year in accordance with the applicable bonus
program sponsored by the Company.

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      2.5   CODE means the Internal Revenue Code of 1986, as amended from time
to time.

      2.6   COMMITTEE means the Plan Committee, the members of which are to be
appointed by the Compensation Committee of the Board. Unless specified otherwise
by the Board, the Committee shall consist of the Company's Chief Financial
Officer, its Senior Vice President, Human Resources, and another Senior Vice
President to be designated from time to time. The Committee will serve as the
"plan administrator" to manage and control the operation and administration of
the Plan, within the meaning of ERISA Section 3(16)(A).

      2.7   COMPANY means Novell, Inc., a corporation organized under the laws
of the state of Delaware, any successor of Novell, Inc., and any affiliate
thereto designated by the Committee as a participating employer.

      2.8   COMPENSATION means the employee's Base Salary plus Bonuses for the
Plan Year. In the case of an employee whose compensation from the Company
contains a commission element, Compensation means the employee's total
compensation (i.e., Base Salary plus Bonuses plus commissions, whether under or
over target). Compensation excludes any other form of compensation such as other
bonuses, restricted stock, proceeds from stock options or stock appreciation
rights, severance payments, moving expenses, car or other special allowances, or
any other amounts included in an Eligible Employee's taxable income that is not
compensation for services. Deferral elections shall be computed before taking
into account any reduction in taxable income by salary reduction under Code
Section 125 or 401(k), or under this Plan.

      2.9   DEFERRAL ACCOUNT means a bookkeeping account established for and
maintained on behalf of a Participant to which deferred Compensation amounts,
and net income (or losses) thereon, are credited.

      2.10  DEFERRAL COMPENSATION AGREEMENT means an agreement entered into by
a Participant and the Company to reduce the Participant's Compensation described
in Section 3.4 for a specified period and contribute such amounts to the Plan,
in accordance with Article III.

      2.11  DISABILITY means "disability" (or similar term) as defined in the
Company's long-term disability program and which results in payments to the
Participant under such program.

      2.12  ELIGIBLE EMPLOYEE means a common law employee of the Company who is
either (i) designated in writing by the Committee as eligible to participate in
the Plan, or (ii) eligible to participate in the Company's Employee Retirement
and Savings Plan, designated in writing by the Committee as eligible to
participate in the Plan and either a Vice President (or more senior officer) of
the Company or an employee whose Base Salary equals or exceeds $150,000. Except
as otherwise provided in Section 3.1 (concerning an individual who ceases to be
an Eligible Employee) and Section 3.3 (in connection with an individual who
first becomes an Eligible Employee), an individual's status as an Eligible
Employee for a Plan Year shall be determined immediately prior to the first day
of such Plan Year. Notwithstanding the foregoing, the Committee may determine in
writing that an otherwise Eligible Employee shall not be eligible to participate
in this Plan.

      2.13  ERISA means the Employee Retirement Income Security Act of 1974, as
amended.

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      2.14  HARDSHIP means an unforeseeable and unanticipated emergency which is
caused by an event beyond the control of the Participant or Beneficiary, and
which would result in severe financial hardship to the Participant or
Beneficiary if a distribution or revocation of a deferral election were not
permitted. Hardship conditions will be evaluated in accordance with the terms of
Treasury Regulations Section 1.457-2(h)(4). The Committee will have sole
discretion to determine whether a Hardship condition exists and the Committee's
determination will be final.

      A Participant must submit a written request for a Hardship to the
Committee on such form and in such manner as the Committee prescribes. The
Hardship request must: (i) certify as to the Hardship condition and the severe
financial need; (ii) state whether the Participant desires to reduce or cease
any Compensation amounts that otherwise would be deferred after the Hardship
request is approved; and (iii) state whether the Participant requests a
withdrawal of all or a portion of his vested Deferral Account to meet the severe
financial need. The Committee will have sole discretion to determine whether a
Hardship exists and to determine the appropriate action, if any. Regardless of
whether the Participant desires to reduce or cease any Compensation amounts to
be deferred after the Hardship request is made, the Participant will be
precluded from deferring Compensation for the remainder of the Plan Year in
which a Hardship is approved by the Committee.

      2.15  INSOLVENT means the Company is (i) unable to pay its debts as they
become due or (ii) subject to a pending proceeding as a debtor under the United
States Bankruptcy Code.

      2.16  INVESTMENT FUND OR FUNDS mean the investment funds designated by the
Committee as the basis for determining the investment return to the allocated
Participants' Deferral Accounts. The Committee may change the Investment Funds
at such times as it deems appropriate.

      2.17  PARTICIPANT means an Eligible Employee who is eligible to
participate in the Plan as provided in Section 3.1 and who has made an election
to defer compensation pursuant to the Plan.

      2.18  PLAN means the Novell, Inc. Deferred Compensation Plan, as set forth
in this document, as amended from time to time.

      2.19  PLAN YEAR means the Company's fiscal year.

      2.20  RETIREMENT AGE means, while employed by the Company, attaining age
55 with 10 Years of Vesting Service, or attaining age 65.

      2.21  YEAR OF VESTING SERVICE means, with respect to a Participant, a
"year of vesting service" as credited to such Participant under the Novell, Inc.
Employee Retirement and Savings Plan or any successor plan thereto.

                                  ARTICLE III
                                 PARTICIPATION
<PAGE>

      3.1   ELIGIBILITY. An Eligible Employee of the Company shall participate
in the Plan only to the extent and for the period that the Eligible Employee is
selected by the Committee and is a member of a select group of management or
highly compensated employees as such group is described under Sections 201(2),
301(a)(3) and 401(a)(1) of ERISA. An individual who is an Eligible Employee as
of the first day of the Plan Year but who ceases to be an Eligible Employee
during such Plan Year shall continue to participate in the Plan with respect to
any Deferred Compensation Agreements in effect for such Plan Year, but shall not
be permitted to enter into any new Deferred Compensation Agreements with the
Company unless and until the individual again becomes an Eligible Employee.

      3.2   PARTICIPATION. An Eligible Employee who participates in the Plan may
elect to defer the receipt of Compensation under an agreement described in
Section 3.4 earned by the Eligible Employee. The Eligible Employee may make such
election in accordance with Section 3.3. The Company shall withhold amounts
deferred by the Participant in accordance with this election. The Participant's
deferred amounts shall be credited to the Deferral Account as provided in
Article V and distributed in accordance with Article VI. An election to defer
receipt of Compensation shall continue in effect for a given Plan Year unless
the Participant separates from employment.

      3.3   ELECTION PROCEDURE. An election to defer Compensation under an
agreement described in Section 3.4 is made by executing a Deferred Compensation
Agreement on such form and in such manner as prescribed by the Committee. Such
Agreement must be properly completed, signed and delivered to the Company prior
to the first day of the Plan Year for which Compensation shall be earned,
provided, however, that an individual who becomes an Eligible Employee for the
first time on or after the first day of a Plan Year but prior to the first day
of the Company's third fiscal quarter within such Plan Year shall be permitted
to make an election to defer Compensation that will be earned on and after the
first day of the third fiscal quarter by executing a Deferred Compensation
Agreement prior to such date.

      3.4   DEFERRED COMPENSATION AGREEMENT. A Deferred Compensation Agreement
shall remain in effect for one Plan Year and shall be applicable only to
Compensation described in paragraphs (a) through (c) earned after the date on
which the Agreement is effective. The Agreement shall set forth the percentage
of Compensation that shall be deferred for the Plan Year, subject to the
following:

            (a)   BASE SALARY. A Participant shall be permitted to defer a
maximum of seventy-five percent (75%) of Base Salary earned in a Plan Year.

            (b)   BONUS. A Participant shall be permitted to defer a maximum of
seventy-five percent (75%) of regularly scheduled Bonuses with respect to a Plan
Year.

            (c)   SPECIAL RULE FOR COMMISSION-BASED PARTICIPANTS. In the case of
a Participant whose Compensation contains a commission element, paragraphs (a)
and (b) of this section shall not apply. Instead, such Participant shall be
permitted to defer up to (i) seventy-five percent (75%) of Compensation
(excluding commissions) earned in the Plan Year, and up to (ii) seventy-five
percent (75%) of all commissions earned in the Plan Year.

            (d)   MINIMUM DEFERRAL. The Committee may, in its discretion,
establish a minimum deferral amount for a given Plan Year.

<PAGE>

            (e)   HARDSHIP WITHDRAWAL REQUEST. All deferrals with respect to a
Plan Year shall cease in the event the Committee approves a request for Hardship
withdrawal for that Plan Year. No cessation of deferrals shall affect any limit
established pursuant to Section 3.4(d) above, and no deferral amounts so reduced
or not made shall be required to be made in addition to any future deferrals
that are not affected by such Hardship request.

      Notwithstanding the foregoing, no Deferred Compensation Agreement shall be
effective with respect to a Plan Year to the extent the amount deferred with
respect to such Plan Year results in the Participant receiving, on a pre-tax
basis, less than the Social Security taxable wage base in effect for such Plan
Year after taking into account all deferrals under all Company-sponsored plans.

      3.5   IRREVOCABLE ELECTIONS. A Participant's Deferred Compensation
Agreement for a given Plan Year cannot be amended by the Participant and, except
as provided in this Section 3.5, is irrevocable.

      The Company reserves the right to modify any Deferred Compensation
Agreement to reflect a change in Plan provisions or for administrative
convenience.

      A Participant's Deferred Compensation Agreement shall become null and void
upon the Participant's separation from employment with the Company, and no
Compensation that may be payable after the Participant separates from employment
with the Company and otherwise would be subject to such Agreements shall be
deferred under this Plan.

      3.6   COMMUNITY AND MARITAL PROPERTY. The spouse of a Participant may have
a community or marital property interest in the Participant's Deferral Account
which the spouse may pass to a third party upon his or her death. If it is
intended that a spouse relinquish his or her community or marital property
interest in the Participant's Deferral Account, the spouse must execute a waiver
in which he or she clearly states an intention to relinquish his or her rights
under community or marital property law with respect to the Deferral Account. A
spouse's consent to a Participant's designation of a non-spouse Beneficiary is
not sufficient to effect such a waiver.

                                   ARTICLE IV
                              COMPANY CONTRIBUTIONS

      4.1   MATCHING CONTRIBUTIONS. The Company shall contribute to the Plan an
amount equal to one hundred percent (100%) of up to four percent (4%) of each
Participant's Compensation that is deferred under this Plan, reduced by any
Company matching contributions allocated to the Participant's matching
contribution account under the Company's Employee Retirement and Savings Plan
during the Plan Year. The contribution made pursuant to this Section 4.1 shall
be credited to the Deferral Account of the appropriate Participant as provided
in Article V and distributed in accordance with Article VI.

      4.2   VESTING. A Participant's interest in (i) the Compensation deferred
to his or her Deferral Account pursuant to Sections 3.2 through 3.4 of the Plan,
(ii) any matching contributions made to the Plan for a Plan Year in accordance
with Section 4.1 of the Plan, and

<PAGE>

(iii) any earnings credited to the Participant's Deferral Account pursuant to
Section 5.6 of the Plan, shall be at all times fully vested and nonforfeitable.

                                   ARTICLE V
                          PARTICIPANT ACCOUNT BALANCES

      5.1   ESTABLISHMENT OF ACCOUNTS. The Committee may select an independent
recordkeeper who will establish and maintain a Deferral Account on behalf of
each Participant. Contributions and net income (or losses) will be credited to
such accounts in accordance with the provision of this Article.

      5.2   BOOKKEEPING. Deferral Accounts will be primarily for accounting
purposes and will not restrict the operation of the Plan or require separate
earmarked assets to be allocated to any account. The establishment of a Deferral
Account will not give any Participant the right to receive any asset held by the
Company in connection with the Plan or otherwise.

      5.3   CREDITING DEFERRED COMPENSATION. The Committee will credit to a
Participant's Deferral Account any amount deferred by the Participant as soon as
practicable following the pay period to which such amount would have been paid
to the Participant absent a Deferred Compensation Agreement.

      5.4   CREDITING MATCHING CONTRIBUTIONS. As of the end of each Company
payroll period, the Committee shall credit to Participants' Deferral Accounts
the amount of any matching contributions made by the Company pursuant to Section
4.1; provided, however, that the Committee may, in its discretion, credit
matching contributions less frequently, but not less than annually, as the
Committee may deem necessary or appropriate in furtherance of proper Plan
administration.

      5.5   ESTABLISHMENT OF INVESTMENT FUNDS. The Committee will establish one
or more Investment Funds which will be maintained for the purpose of determining
the investment return to be credited to a Participant's Deferral Account. The
Committee may change the number, identity or composition of the Investment Funds
from time to time.

      Each Participant will indicate the Investment Funds to which contributions
under Sections 5.3 and 5.4 and any existing Deferral Account balance are to be
credited. Investment Fund elections must be made in one percent (1%) increments
and at such times and in such manner as the Committee will specify. A
Participant may change his or her Investment Fund election periodically and in
such manner as the Committee may specify.

      5.6   CREDITING INVESTMENT RESULTS. No less frequently than as of the last
day of each quarter, a Participant's Deferral Account balance will be increased
or decreased to reflect investment results. Deferral Accounts will be credited
with the investment return of the Investment Funds in which the Participant
elected to be deemed to participate. The credited investment return is intended
to reflect the actual performance of the Investment Funds net of any investment
or management fees; however, the Committee reserves the right to calculate the
investment return based on the Investment Funds' respective rate of return.

<PAGE>

      5.7   NOTIFICATION TO PARTICIPANTS. The Committee shall notify each
Participant with respect to the status of such Participant's Deferral Account as
soon as practicable after the end of a quarter, but in no event less than once
for each Plan Year. Neither the Company nor the Committee to any extent
warrants, guarantees or represents that the value of any Participant's Deferral
Account at any time will equal or exceed the amount previously allocated or
contributed thereto.

                                   ARTICLE VI
                            DISTRIBUTION OF ACCOUNTS

      6.1   DISTRIBUTION IN THE EVENT OF HARDSHIP. Prior to a distribution under
Section 6.2, 6.3 or 6.4, payment of all or a portion of a Participant's vested
Deferral Account may be made only in the event of Hardship. The amount of any
Hardship distribution will not exceed the amount required to meet the Hardship,
including any taxes or penalties due on the distribution. A Hardship
distribution shall be made in a single lump sum cash payment as soon as
practicable after the Committee approves the Hardship withdrawal request.

      6.2   DISTRIBUTION UPON SEPARATION ON OR AFTER RETIREMENT AGE. A
Participant who separates from employment with the Company on or after attaining
Retirement Age shall receive his vested Deferral Account at the time and in the
manner elected by the Participant. An election regarding the time and manner of
payment of the Participant's vested Deferral Account balance (including all
future years' contributions) shall be made concurrent with the Participant's
most recent election to defer Compensation under Section 3.3.

            (a)   TIME OF PAYMENT. A Participant's vested Deferral Account
balance shall be paid (or commence to be paid): (i) within one hundred twenty
(120) days of separating from employment on or after attaining Retirement Age;
or (ii) on January 1st following the date of separation from employment on or
after attaining Retirement Age, as elected by the Participant.

            (b)   MANNER OF PAYMENT. A Participant's vested Deferral Account
will be paid in a lump sum cash payment unless the Participant has elected to
receive payment in substantially equal monthly installments over a period of
five (5), ten (10) or fifteen (15) years.

            (c)   VALUE OF DEFERRED ACCOUNT BALANCE. The value of a
Participant's Deferral Account to be distributed shall be determined as of the
date a payment is made, and shall be charged with distributions and adjusted for
gains and losses, through such date. To the extent payment shall be made in
installments, the amount of the installment for a particular month may be
adjusted to take into account the value of the Participant's Deferral Account
(as adjusted) and the number of remaining months over which the installments
payments are to be made.

      6.3   DISTRIBUTION UPON SEPARATION PRIOR TO DEATH OR ATTAINING RETIREMENT
AGE. A Participant who separates from employment with the Company prior to
attaining Retirement Age for any reason other than death shall receive amounts
credited to his Deferral Account and in which he has a nonforfeitable interest
in a lump sum cash payment or substantially equal monthly installments over a
period of three (3) years, as the Committee shall determine in its sole
discretion, and commencing no later than one hundred twenty (120) days after the
Participant

<PAGE>

separates from employment. For purposes of this Section 6.3, the value of a
Participant's Deferral Account to be distributed shall be determined as of the
date the payment is made, and shall be credited with interest through such date.
To the extent payment shall be made in installments, the amount of the
installment for a particular month may be adjusted to take into account the
value of the Participant's Deferral Account (as adjusted) and the number of
remaining months over which the installments payments are to be made.

      6.4   DISTRIBUTION UPON DEATH. In the event a Participant dies prior to
receiving all of his or her vested Deferral Account, the Participant's
Beneficiary shall receive the unpaid portion of the Participant's vested
Deferral Account in the form of lump sum cash payment no later than one hundred
twenty (120) days after the Participant dies and the Committee is provided with
written proof of the Participant's death. For purposes of this Section 6.4, the
value of a Participant's Deferral Account to be distributed shall be determined
as of the date the payment is made, and shall be credited with interest through
such date and, in the case of a Participant who dies while employed with the
Company, any deferred amounts that would have been credited to the account if
the Participant had continued employment with the Company through such date.

      6.5   CASH PAYMENTS ONLY. All distributions under the Plan will be made in
cash by check.

      6.6   DISABILITY. For the purposes of Sections 6.2 and 6.3, in the event
of a Participant's Disability, the Participant will be considered to have
separated from employment as of the first day the Participant first becomes
eligible for benefits under the Company's long-term disability plan as then in
effect.

                                  ARTICLE VII
                               PLAN ADMINISTRATION

      7.1   PLAN ADMINISTRATOR. This Plan shall be administered by the
Committee, which will be the Plan Administrator. The Committee members shall be
appointed by and serve at the pleasure of the Board.

      7.2   AMENDMENT OR TERMINATION. The Compensation Committee of the Board
may amend all or any provision of this Plan, and may terminate the Plan in its
entirety, at any time and for any reason. No amendment or termination of the
Plan will reduce any Participant's Deferral Account balance as of the effective
date of such amendment or termination. Upon termination of the Plan, a
Participant's Deferral Account shall become fully vested and shall be
distributed to the Participant in a lump sum within one hundred twenty (120)
days of such termination.

      7.3   ADMINISTRATION OF THE PLAN. The Committee shall have the sole
authority to control and manage the operation and administration of the Plan and
have all powers, authority and discretion necessary or appropriate to carry out
the Plan provisions, and to interpret and apply the terms of the Plan to
particular cases or circumstances. All decisions, determinations and
interpretations of the Committee will be binding on all interested parties,
subject to the claims and appeal procedure necessary to satisfy the minimum
standard of ERISA Section 503, and will be given the maximum deference allowed
by law. The Committee may delegate in writing its responsibilities as it sees
fit.

<PAGE>

      Committee members who are Participants will abstain from voting on any
Plan matters that relate primarily to themselves or that would cause them to be
in constructive receipt of amounts credited to their respective Deferral
Account. The Board will identify three or more individuals to serve as a
temporary replacement of the Committee members in the event that all three
members must abstain from voting.

      7.4   INDEMNIFICATION. The Company will and hereby does indemnify and hold
harmless any of its employees, officers, directors or members of the Committee
who have fiduciary or administrative responsibilities with respect to the Plan
from and against any and all losses, claims, damages, expenses and liabilities
(including reasonable attorneys' fees and amounts paid, with the approval of the
Board, in settlement of any claim) arising out of or resulting from the
implementation of a duty, act or decision with respect to the Plan, so long as
such duty, act or decision does not involve gross negligence or willful
misconduct on the part of any such individual.

      7.5   CLAIMS PROCEDURE. A Participant or his Beneficiary (the "Claimant")
may file a written claim for benefits under the Plan with the Committee. Within
sixty (60) days of the filing of the claim, the Committee shall notify the
Claimant of the Committee's decision whether to approve the claim. Such notice
shall include specific reasons for any denial of the claim. Within sixty (60)
days of the date the Claimant was notified of the denial of a claim, the
Claimant may appeal the Committee's decision by making a written submission
containing any pertinent information. Any decision not appealed within such
sixty (60)-day period shall be final, binding and conclusive. The Committee
shall review information submitted with an appeal and render a decision within
sixty (60) days of the submission of the appeal. If it is not feasible for the
Committee to render a decision on an appeal within the prescribed sixty (60)-day
period, the period may be extended to a one hundred twenty (120)-day period.

                                  ARTICLE VIII
                                  MISCELLANEOUS

      8.1   FUNDING. Such amounts as the Committee deems necessary or
appropriate to fund the obligation to pay Deferral Accounts will be held in
trust by an independent third party trustee selected by the Committee, and as
such are earmarked to pay benefits under the terms of the Plan. The Committee
will direct the Company to make periodic contributions to the trust at such
times and in such amounts as the Committee deems appropriate.

      Trust assets cannot be diverted to, or used for, any purpose except
payments to Participants and Beneficiaries under the terms of the Plan or, if
the Company is Insolvent, to pay the Company's creditors. Participants and
Beneficiaries will have no right against the Company with respect to the payment
of any portion of the Participant's Deferral Account, except as a general
unsecured creditor of the Company.

      8.2   NONALIENATION. No benefit or interest of any Participant or
Beneficiary under this Plan will be subject to any manner of assignment,
alienation, anticipation, sale transfer, pledge or encumbrance, whether
voluntary or involuntary. Notwithstanding the foregoing, the Committee will
honor a court order regarding the payment of alimony or other support payments,
or the establishment of community property or other marital property rights, to
the extent required by

<PAGE>

law. Prior to distribution to a Participant or Beneficiary, no Deferral Account
balance will be in any manner subject to the debts, contracts, liabilities,
engagements or torts of the Participant or Beneficiary. Assets held in trust to
fund this Plan may, however, be diverted to pay the Company's creditors, if the
Company is Insolvent.

      8.3   LIMITATION OF RIGHTS. Nothing in this Plan will be construed to give
a Participant the right to continue in the employ of the Company at any
particular position or to interfere with the right of the Company to discharge,
lay off or discipline a Participant at any time and for any reason, or to give
the Company the right to require any Participant to remain in its employ or to
interfere with the Participant's right to terminate his or her employment.

      8.4   GOVERNING LAW. To the extent that state law applies, the provisions
of this Plan will be construed, enforced and administered in accordance with the
laws of the state of California, except to the extent pre-empted by ERISA.

      IN WITNESS WHEREOF, the Company by its duly authorized officer has
executed this amended and restated Novell, Inc. Deferred Compensation Plan as of
the first day of November, 1999.

                                 NOVELL, INC.

                                 ____________________________________
                                 By: Jennifer Konecny-Costa
                                 Title: Senior Vice President, Human Resources,
                                        on Behalf of the Compensation Committee

<PAGE>
                                FIRST AMENDMENT

                                     TO THE

                                  NOVELL, INC.

                           DEFERRED COMPENSATION PLAN

                    (AS RESTATED EFFECTIVE NOVEMBER 1, 1999)

      This First Amendment to the Novell, Inc. Deferred Compensation Plan (the
"Plan") is made and adopted this ______ day of October, 2000, by Novell, Inc.,
the sponsoring Employer of the Plan, (hereinafter referred to as the
"Employer").

                              W I T N E S S E T H:

      WHEREAS, the Employer has previously adopted the Plan effective November
1, 1994, and restated the Plan in full effective November 1, 1999, and continues
to maintain the Plan, and

      WHEREAS, the Employer has reserved the right to amend the Plan in whole or
in part, and now desires to amend the Plan to adjust the fiscal year of the Plan
and to specific limitations on certain rights of distribution available from the

Plan;

      NOW THEREFORE, in consideration of the foregoing premises, the Employer
amends the Plan as follows (amended language is in BOLD ITALICS):

      1.    Section 2.2 is amended to read as follows:

            2.2   BENEFICIARY means the individual(s) or entity designated by a
      Participant, or by the Plan, to receive any benefit payable upon the death
      of a Participant or Beneficiary. A Beneficiary designation must be signed
      by the Participant and delivered to the Committee on A form specified by
      the Committee FOR THAT PURPOSE. In the absence of a valid or effective
      Beneficiary designation, the Beneficiary DESIGNATED BY THE PARTICIPANT IN
      THE BENEFICIARY DESIGNATION FORM WHICH HAS BEEN SUBMITTED TO THE NOVELL,
      INC. EMPLOYEE RETIREMENT AND SAVINGS PLAN SHALL GOVERN. IN THE ABSENCE OF
      A VALID OR EFFECTIVE BENEFICIARY DESIGNATION FORM FOR THE NOVELL, INC.
      EMPLOYEE

<PAGE>

      RETIREMENT AND SAVINGS PLAN, THE BENEFICIARY SHALL BE (IN THE FOLLOWING
      ORDER): the Participant's surviving spouse, or if there is no surviving
      spouse, the Participant's CHILDREN, BY REPRESENTATION, AND IF THERE ARE NO
      SURVIVING CHILDREN OR ISSUE THEREOF, THE PARTICIPANT'S estate.

      2.    Section 2.14 is amended to read as follows:

            2.14  HARDSHIP means an unforeseeable and unanticipated emergency
      which is caused by an event beyond the control of the Participant or
      Beneficiary, and which would result in severe financial hardship to the
      Participant or Beneficiary if a distribution or revocation of a deferral
      election were not permitted. Hardship conditions will be evaluated in
      accordance with the terms of Treasury Regulations Section 1.457-2(h)(4).
      The Committee will have sole discretion to determine whether a Hardship
      condition exists and the Committee's determination will be final.

            A Participant must submit a written request for a Hardship to the
      Committee on THE form and in THE manner PRESCRIBED BY the Committee. The
      Hardship request must: (i) DESCRIBE AND certify the Hardship condition and
      the severe financial need; and (ii) state whether the Participant requests
      a withdrawal of all or a portion of his vested Deferral Account to meet
      the severe financial need. The Committee will have sole discretion to
      determine whether a Hardship exists and to determine the appropriate
      action, if any, PROVIDED HOWEVER, IN NO EVENT WILL THE COMMITTEE APPROVE A
      HARDSHIP DISTRIBUTION REQUEST FOR EXPENSES RELATED TO ANY MEDICAL
      CONDITION OR EXPENSES RELATED TO THE DEATH OF ANY PERSON UNLESS THE
      REQUEST FOR DISTRIBUTION IS SUBMITTED TO THE COMMITTEE AND APPROVED BY THE
      COMMITTEE FOR HARDSHIP DISTRIBUTION PRIOR TO THE DATE ON WHICH THE EXPENSE
      IS INCURRED. THE COMMITTEE, IN ITS SOLE DISCRETION, MAY MAKE EXCEPTION TO
      THE FOREGOING RULE IF IT DETERMINES THAT THE CIRCUMSTANCES CREATING THE
      EXPENSE FOR WHICH REIMBURSEMENT IS SOUGHT WERE NOT REASONABLY FORESEEABLE.
      Regardless of whether the Participant desires to reduce or cease any
      Compensation amounts to be deferred after the Hardship request is made,
      the Participant will be precluded from deferring Compensation for the
      remainder of the Plan Year in which a Hardship is approved by the
      Committee.

      3.    Section 2.19 is amended to read as follows:

            2.19  PLAN YEAR means, THROUGH OCTOBER 31, 2000, the Company's
      fiscal year. THE PLAN YEAR COMMENCING NOVEMBER 1, 2000, SHALL BE A SHORT
      YEAR AND SHALL END DECEMBER 31, 2000. THE FOLLOWING PLAN YEAR SHALL
      COMMENCE JANUARY 1, 2001, AND SHALL CONTINUE THROUGH AND END AS OF
      DECEMBER 31, 2001. THEREAFTER THE PLAN YEAR SHALL BE THE CALENDAR YEAR.
      THE SHORT PLAN YEAR FOR THE PERIOD NOVEMBER 1, 2000, THROUGH DECEMBER 31,
      2000, SHALL NOT TRIGGER ANY ELECTION RIGHT OR ANY OTHER RIGHT OF

<PAGE>

      THE PARTICIPANT TO MODIFY ANY DEFERRAL ELECTION OR CHOICE MADE EFFECTIVE
      NOVEMBER 1, 2000.

      4.    Section 3.3 is amended to read as follows:

            3.3   ELECTION PROCEDURE. An election to defer Compensation under an
      agreement described in Section 3.4 SHALL BE made THROUGH ANY ELECTRONIC
      MEDIA ACCEPTABLE TO THE COMMITTEE. THE ELECTION must be properly completed
      and delivered ELECTRONICALLY to the Company prior to the first day of the
      Plan Year for which Compensation shall be earned, provided, however, that
      an individual who becomes an Eligible Employee for the first time on or
      after the first day of a Plan Year but prior to the first day of the third
      CALENDAR quarter within THE Plan Year shall be permitted to make an
      election to defer Compensation that will be earned on and after the first
      day of the third CALENDAR quarter by COMPLETING AND DELIVERING a Deferred
      Compensation Agreement prior to THAT date. AN ELIGIBLE EMPLOYEE MAY ALSO
      ELECT TO PARTICIPATE AND DEFER COMPENSATION by executing a WRITTEN
      Deferred Compensation Agreement on A form and in THE manner prescribed by
      the Committee. A WRITTEN ELECTION MUST NEVERTHELESS BE COMPLETED, EXECUTED
      AND SUBMITTED TO THE COMMITTEE NO LATER THAN THE TIMES SPECIFIED ABOVE FOR
      ELECTRONIC ELECTIONS IN ORDER TO BE VALID FOR THE APPLICABLE PLAN YEAR OR
      SHORTER PERIOD. WITH RESPECT TO THE PLAN YEAR COMMENCING NOVEMBER 1, 2000,
      EACH ELIGIBLE EMPLOYEE PARTICIPATING IN THE PLAN ON THAT DATE AND EACH
      ELIGIBLE EMPLOYEE WHO MAY COMMENCE PARTICIPATING AS OF THAT DATE SHALL
      HAVE A ONE-TIME ELECTION IN ADVANCE TO DETERMINE AND ELECT THE AMOUNT OF
      COMPENSATION WHICH MAY BE DEFERRED UNDER THE TERMS OF THIS PLAN FOR THE
      PERIOD NOVEMBER 1, 2000, TO DECEMBER 31, 2001. A PARTICIPANT MAY NOT
      CHANGE OR ALTER ANY ELECTION MADE FOR THIS PERIOD ON ACCOUNT OF THE SHORT
      PLAN YEAR ENDING DECEMBER 31, 2000. THE ELECTION MADE FOR THE SHORT PLAN
      YEAR SHALL CONTINUE AND APPLY AUTOMATICALLY FOR THE PLAN YEAR COMMENCING
      JANUARY 1, 2001.

      5.    The first paragraph of Section 3.4 is amended to read as follows:

            3.4   DEFERRED COMPENSATION AGREEMENT. A Deferred Compensation
      Agreement shall remain in effect for one Plan Year and shall be applicable
      only to Compensation described in paragraphs (a) through (c) earned after
      the date on which the Agreement is effective. FOR THE SHORT PLAN YEAR
      PERIOD COMMENCING NOVEMBER 1, 2000, AND ENDING DECEMBER 31, 2000, AND THE
      SUBSEQUENT PLAN YEAR PERIOD COMMENCING JANUARY 1, 2001, AND ENDING
      DECEMBER 31, 2001, EACH ELIGIBLE EMPLOYEE PARTICIPATING IN THE PLAN AS OF
      NOVEMBER 1, 2000, SHALL HAVE A ONE-TIME, IRREVOCABLE



<PAGE>

      ELECTION IN ADVANCE TO DETERMINE AND ELECT THE AMOUNT OF COMPENSATION
      WHICH MAY BE DEFERRED UNDER THE TERMS OF THIS PLAN FOR THE ENTIRE PERIOD
      FROM NOVEMBER 1, 2000, TO DECEMBER 31, 2001. The Agreement shall set forth
      the percentage of Compensation that shall be deferred for the Plan Year,
      subject to the following:

      6.    Section 6.2 and sub-sections (a) and (b) thereof are amended to read
as follows:

            6.2   DISTRIBUTION UPON SEPARATION ON OR AFTER RETIREMENT AGE. A
      Participant who separates from employment with the Company on or after
      attaining Retirement Age shall receive his vested Deferral Account at the
      time and in the manner elected by the Participant. An election regarding
      the time and manner of payment of the Participant's vested Deferral
      Account balance (including all future years' contributions) shall be made
      AT THE TIME THE PARTICIPANT FIRST COMMENCES PARTICIPATION IN THE PLAN AND
      MAY BE AMENDED THEREAFTER AT THE ELECTION OF THE PARTICIPANT, PROVIDED
      THAT ANY AMENDMENT WILL ONLY BE VALID IF MADE concurrent with the
      Participant's most recent election to defer Compensation under Section
      3.3.

                  (a)   TIME OF PAYMENT. A Participant's vested Deferral Account
      balance shall be paid (or commence to be paid) ACCORDING TO THE ADVANCE
      ELECTION OF THE PARTICIPANT, EITHER (i) WITHIN ONE HUNDRED TWENTY (120)
      DAYS FOLLOWING SEPARATION FROM EMPLOYMENT ON OR AFTER ATTAINING RETIREMENT
      AGE, OR (ii) on THE January 1st IMMEDIATELY following the date of
      separation from employment on or after attaining Retirement Age. IF THE
      PARTICIPANT HAS NOT MADE OR HAS NO VALID ELECTION IN EFFECT AT THE TIME OF
      SEPARATION FROM EMPLOYMENT ON OR AFTER RETIREMENT AGE, DISTRIBUTION SHALL
      COMMENCE ON THE NEXT FOLLOWING JANUARY 1ST.

                  (b)   MANNER OF PAYMENT. A Participant's vested Deferral
      Account will be paid ACCORDING TO THE ADVANCE ELECTION OF THE PARTICIPANT,
      EITHER in a lump sum cash payment OR substantially equal monthly
      installments over a period of FIVE (5), TEN (10) OR FIFTEEN (15) YEARS. IF
      NO ELECTION HAS BEEN MADE BY THE PARTICIPANT, THE VESTED DEFERRAL ACCOUNT
      WILL BE PAID IN SUBSTANTIALLY EQUAL MONTHLY INSTALLMENTS OVER A PERIOD OF
      FIVE (5) YEARS.

      7.    Section 6.3 is amended to read as follows:


<PAGE>
            6.3   DISTRIBUTION UPON SEPARATION PRIOR TO DEATH OR ATTAINING
      RETIREMENT AGE. A Participant who separates from employment with the
      Company ON OR AFTER NOVEMBER 1, 2000, BUT prior to attaining Retirement
      Age for any reason other than death shall receive amounts credited to his
      Deferral Account and in which he has a nonforfeitable interest in a lump
      sum cash payment ONLY, commencing AS SOON AS ADMINISTRATIVELY FEASIBLE
      FOLLOWING THE DATE OF SEPARATION FROM EMPLOYMENT, BUT IN NO EVENT LATER
      than one hundred twenty (120) days after the Participant separates from
      employment. IF THE PARTICIPANT'S SEPARATION FROM SERVICE SHALL OCCUR
      DURING THE LAST QUARTER OF ANY CALENDAR YEAR, THE DATE OF DISTRIBUTION
      WHICH SHALL BE ADMINISTRATIVELY FEASIBLE SHALL NOT OCCUR PRIOR TO THE NEXT
      FOLLOWING JANUARY 1ST. For purposes of this Section 6.3, the value of a
      Participant's Deferral Account to be distributed shall be determined as of
      the date the payment is made, and shall be credited with interest through
      such date.


         8. This Amendment shall be effective November 1, 2000, and shall apply
to all Eligible Employees (whether or not currently participating in the Plan)
who terminate employment on or after that date.

         9. In all other respects the Plan is ratified and approved.

         IN WITNESS WHEREOF, the Employer has caused this First Amendment to the
Plan to be duly executed as of the date and year first above written.

                                              "EMPLOYER"

                                              NOVELL, INC.

                                              By:  ____________________________

                                              Its: ____________________________



<PAGE>

                                SECOND AMENDMENT

                                     TO THE

                                  NOVELL, INC.

                           DEFERRED COMPENSATION PLAN

                    (AS RESTATED EFFECTIVE NOVEMBER 1, 1999)

      This Second Amendment to the Novell, Inc. Deferred Compensation Plan (the
"Plan") is made and adopted this ______ day of March, 2001, by Novell, Inc., the
sponsoring Employer of the Plan, (hereinafter referred to as the "Employer").

                              W I T N E S S E T H:

      WHEREAS, the Employer has previously adopted the Plan effective November
1, 1994, and restated the Plan in full effective November 1, 1999, and continues
to maintain the Plan, and

      WHEREAS, the Employer has reserved the right to amend the Plan in whole or
in part, and now desires to amend the Plan to clarify that employee transfers
between employers affiliated with Novell, Inc. do not trigger distribution of
plan benefits;

      NOW THEREFORE, in consideration of the foregoing premises, the Employer
amends the Plan as follows:

      1. Article VI is amended by adding a new Section 6.7 at the end thereof to
read as follows:


<PAGE>

            6.7   SEPARATION FROM EMPLOYMENT. For purposes of this Article VI a
      separation from employment with the Company shall not be deemed to occur
      merely because of a transfer between the Company and any affiliate,
      regardless of whether the affiliate is a participating employer in this
      Plan.

      2.    This Amendment shall be effective November 1, 2000, and shall apply
to all Eligible Employees (whether or not currently participating in the Plan)
who terminate employment on or after that date.

      3.    In all other respects the Plan is ratified and approved.

      IN WITNESS WHEREOF, the Employer has caused this Second Amendment to the
Plan to be duly executed as of the date and year first above written.

                                              "EMPLOYER"

                                              NOVELL, INC.

                                              By:  ____________________________

                                              Its: ____________________________


<PAGE>

                                 THIRD AMENDMENT

                                     TO THE

                                  NOVELL, INC.

                           DEFERRED COMPENSATION PLAN

                    (AS RESTATED EFFECTIVE NOVEMBER 1, 1999)

      This Third Amendment to the Novell, Inc. Deferred Compensation Plan (the
"Plan") is made and adopted this ______ day of November, 2001, by Novell, Inc.,
the sponsoring Employer of the Plan, (hereinafter referred to as the
"Employer").

                              W I T N E S S E T H:

      WHEREAS, the Employer has previously adopted the Plan effective November
1, 1994, and restated the Plan in full effective November 1, 1999, and continues
to maintain the Plan, and

      WHEREAS, the Employer has reserved the right to amend the Plan in whole or
in part, and now desires to amend the Plan to adjust the eligibility
requirements for participation in the Plan:

      NOW THEREFORE, in consideration of the foregoing premises, the Employer
amends the Plan as follows (amended language is in BOLD ITALICS):

      1.    Section 2.12 is amended to read as follows:

<PAGE>

            2.12  ELIGIBLE EMPLOYEE means a common law employee of the Company
      who is either (i) designated in writing by the Committee as eligible to
      participate in the Plan, or (ii) eligible to participate in the NOVELL,
      INC. 401(k) Retirement and Savings Plan, designated in writing by the
      Committee as eligible to participate in the Plan and either a Vice
      President (or more senior officer) of the Company or an employee whose
      Base Salary equals or exceeds $150,000. EFFECTIVE JANUARY 1, 2002,
      ELIGIBLE EMPLOYEE MEANS A COMMON LAW EMPLOYEE OF THE COMPANY WHO IS EITHER
      (i) DESIGNATED IN WRITING BY THE COMMITTEE AS ELIGIBLE TO PARTICIPATE IN
      THE PLAN, OR (ii) ELIGIBLE TO PARTICIPATE IN THE NOVELL, INC. 401(k)
      RETIREMENT AND SAVINGS PLAN, DESIGNATED IN WRITING BY THE COMMITTEE AS
      ELIGIBLE TO PARTICIPATE IN THE PLAN AND WHOSE BASE SALARY EQUALS OR
      EXCEEDS $200,000 (AS INDEXED EACH YEAR THEREAFTER UNDER IRC 401(a)(17)).
      Except as otherwise provided in Section 3.1 (concerning an individual who
      ceases to be an Eligible Employee) and Section 3.3 (in connection with an
      individual who first becomes an Eligible Employee), an individual's status
      as an Eligible Employee for a Plan Year shall be determined immediately
      prior to the first day of such Plan Year. Notwithstanding the foregoing,
      the Committee may determine in writing that an otherwise Eligible Employee
      shall not be eligible to participate in this Plan.

      2.    Section 3.1 is amended to read as follows:

            3.1   ELIGIBILITY. An Eligible Employee of the Company shall
      participate in the Plan only to the extent and for the period that the
      Eligible Employee is selected by the Committee and is a member of a select
      group of management or highly compensated employees as such group is
      described under Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA. An
      individual who is an Eligible Employee as of the first day of the Plan
      Year but who ceases to be an Eligible Employee during such Plan Year shall
      continue to participate in the Plan with respect to any Deferred
      Compensation Agreements in effect for such Plan Year, but shall not be
      permitted to enter into any new Deferred Compensation Agreements with the
      Company unless and until the individual again becomes an Eligible
      Employee. AN INDIVIDUAL WHO IS AN ELIGIBLE EMPLOYEE AND WHO HAS
      PARTICIPATED IN THE PLAN FOR THE PLAN YEAR ENDED DECEMBER 31, 2001, SHALL
      BE PERMITTED TO CONTINUE TO PARTICIPATE FOR THE PLAN YEAR COMMENCING
      JANUARY 1, 2002, IF SO ELECTED BY THE ELIGIBLE EMPLOYEE, WITHOUT REGARD TO
      WHETHER THE ELIGIBLE EMPLOYEE SATISFIES THE NEW ELIGIBILITY REQUIREMENTS
      OF SECTION 2.12 EFFECTIVE JANUARY 1, 2002. THE ELIGIBLE EMPLOYEE MAY
      CONTINUE TO PARTICIPATE FOR EACH PLAN YEAR THEREAFTER, SO LONG AS NO BREAK
      IN PARTICIPATION OCCURS AND THE ELIGIBLE EMPLOYEE OTHERWISE CONTINUES TO
      SATISFY THE REQUIREMENTS OF THIS SECTION 3.1.

<PAGE>

      8. This Amendment shall be effective January 1, 2002, and shall apply to
all Eligible Employees (whether or not currently participating in the Plan) who
terminate employment on or after that date.

      9. In all other respects the Plan is ratified and approved.

         IN WITNESS WHEREOF, the Employer has caused this First Amendment to the
Plan to be duly executed as of the date and year first above written.

                                               "EMPLOYER"

                                               NOVELL, INC.

                                               By:  ____________________________

                                               Its: ____________________________

<PAGE>

                                FOURTH AMENDMENT

                                     TO THE

                                  NOVELL, INC.

                           DEFERRED COMPENSATION PLAN

                (AS AMENDED AND RESTATED AS OF NOVEMBER 1, 1999)

      This Fourth Amendment to the Novell, Inc. Deferred Compensation Plan (the
"Plan"), as restated effective January 1, 1999, is adopted this 20th day of
November, 2002, by the Compensation Committee of the Board of Directors of
Novell, Inc., for and on behalf of Novell, Inc. (hereinafter referred to as the
"Employer").

                              W I T N E S S E T H:

      WHEREAS, Novell, Inc. has previously adopted the Plan, restated the Plan
in full effective January 1, 1999, and continues to maintain the Plan, and

      WHEREAS, Novell, Inc. has reserved the right to amend the Plan in whole or
in part, and now desires to amend the Plan to clarify the administrative
committee of the Plan, to allow mid-year discontinuation of deferrals under
certain limited circumstances, to provide for continuation of deferral elections
from year to year and additional distribution options,

      NOW THEREFORE, in consideration of the foregoing premises, the Employer
amends the Plan as follows (amended language is in BOLD ITALICS):

<PAGE>

      1.    Section 2.10 is amended to read as follows:

            2.10  DEFERRED COMPENSATION AGREEMENT means an agreement entered
      into by a Participant and the Company to reduce the Participant's
      Compensation described in Section 3.4 for a specified period and
      contribute such amounts to the Plan, in accordance with Article III.

      2.    Section 2.6 is amended to read as follows:

            2.6   COMMITTEE means THE COMPENSATION COMMITTEE OF THE BOARD. The
      Committee will serve as the "plan administrator" to manage and control the
      operation and administration of the Plan, within the meaning of ERISA
      Section 3(16)(A).

      3.    Section 3.1 is amended to read as follows:

            3.1   ELIGIBILITY. An Eligible Employee of the Company shall
      participate in the Plan only to the extent and for the period that the
      Eligible Employee is selected by the Committee and is a member of a select
      group of management or highly compensated employees as such group is
      described under Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA. An
      individual who is an Eligible Employee as of the first day of the Plan
      Year but who ceases to be an Eligible Employee during THE PLAN YEAR FOR
      ANY REASON OTHER THAN TERMINATION OF EMPLOYMENT, DEATH OR DISABILITY (A
      "DISQUALIFYING EVENT") SHALL BE PERMITTED TO TERMINATE IMMEDIATELY HIS
      PARTICIPATION IN THE PLAN BY NOTIFYING THE COMMITTEE IN WRITING WITHIN
      SIXTY (60) DAYS OF THE DISQUALIFYING EVENT OF HIS ELECTION. IN THE ABSENCE
      OF AN ELECTION WITHIN THIS PERIOD THE INDIVIDUAL shall continue to
      participate in the Plan with respect to any Deferred Compensation
      Agreements in effect for such Plan Year, but shall not be permitted to
      enter into any new Deferred Compensation Agreements with the Company
      unless and until the individual again becomes an Eligible Employee.

      4.    The initial paragraph of Section 3.4 is amended to read as follows:

<PAGE>

            3.4   DEFERRED COMPENSATION AGREEMENT. A Deferred Compensation
      Agreement shall remain in effect for THE ENTIRE Plan Year AND FOR EACH
      PLAN YEAR THEREAFTER, UNLESS AMENDED AS PERMITTED UNDER SECTION 3.1 OR
      SECTION 3.5. THE DEFERRED COMPENSATION AGREEMENT shall be applicable only
      to Compensation described in paragraphs (a) through (c) earned after the
      date on which the Agreement is effective. The Agreement shall set forth
      the percentage of Compensation that shall be deferred for the Plan Year,
      subject to the following:

      5.    Section 3.5 is amended to read as follows:

            3.5   IRREVOCABLE ELECTIONS. A Participant's Deferred Compensation
      Agreement cannot be amended by the Participant and, except as provided in
      SECTION 3.1 AND this Section 3.5, is irrevocable.

            A PARTICIPANT MAY AMEND HIS DEFERRED COMPENSATION AGREEMENT TO
      INCREASE OR REDUCE THE RATE OF DEFERRAL (INCLUDING TERMINATION OF
      DEFERRAL) ONE TIME DURING ANY PLAN YEAR. THE AMENDMENT SHALL BECOME
      EFFECTIVE AS OF THE FIRST DAY OF THE PLAN YEAR FOLLOWING THE PLAN YEAR IN
      WHICH THE AMENDMENT IS MADE AND SUBMITTED TO THE COMPANY. ANY SUCH
      AMENDMENT SHALL COMPLY WITH THE ELECTION PROCEDURES SET FORTH IN SECTION
      3.3.

            The Company reserves the right to modify any Deferred Compensation
      Agreement to reflect a change in Plan provisions or for administrative
      convenience.

            A Participant's Deferred Compensation Agreement shall become null
      and void upon the Participant's separation from employment with the
      Company, and no Compensation that may be payable after the Participant
      separates from employment with the Company and otherwise would be subject
      to such Agreements shall be deferred under this Plan.

<PAGE>

      6.    Section 6.2(b) is amended to read as follows:

                  (b)   MANNER OF PAYMENT. A Participant's vested Deferral
            Account will be paid in a lump sum cash payment unless the
            Participant has elected to receive payment in substantially equal
            installments. INSTALLMENT PAYMENTS MAY BE MADE ANNUALLY,
            SEMI-ANNUALLY, QUARTERLY, MONTHLY, SEMI-MONTHLY OR BI-WEEKLY OVER
            ANY period FROM TWO (2) TO THIRTY (30) years. HOWEVER, NO PAYMENT
            PERIOD MAY EXTEND BEYOND THE JOINT LIFE EXPECTANCY OF THE
            PARTICIPANT AND HIS OR HER SPOUSE.

      7.    Section 6.3 is amended to read as follows:

            6.3   DISTRIBUTION UPON SEPARATION PRIOR TO DEATH OR ATTAINING
      RETIREMENT AGE. A Participant who separates from employment with the
      Company prior to attaining Retirement Age for any reason other than death
      shall receive amounts credited to his Deferral Account and in which he has
      a nonforfeitable interest in a lump sum cash payment or IN substantially
      equal installments over THE period DESIGNATED BY THE PARTICIPANT IN HIS
      MOST RECENT DISTRIBUTION ELECTION commencing no later than one hundred
      twenty (120) days after the Participant separates from employment. For
      purposes of this Section 6.3, the value of a Participant's Deferral
      Account to be distributed shall be determined as of the date the payment
      is made, and shall be credited with interest through such date. To the
      extent payment shall be made in installments, the amount of the
      installment MAY BE ADJUSTED to take into account the value of the
      Participant's Deferral Account (as adjusted) and the number of remaining
      PAYMENT PERIODS over which the installments payments are to be made.

      Except as otherwise provided herein, this Amendment shall be effective
January 1, 2003, and for Plan Years commencing thereafter, and shall apply to
all Employees who have an account balance in the Plan on or after that date.

      In all other respects the Plan is ratified and approved.

<PAGE>

      IN WITNESS WHEREOF, the Employer has caused this Amendment to the Plan to
be duly executed as of the date and year first above written.

                                      NOVELL, INC.

                                      By: ______________________________________
                                          Alan Friedman, Senior Vice President,
                                          H.R. for the Compensation Committee