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                                                                    EXHIBIT 10.4

                                          Amended and Restated September 4, 2001
              Section 2 definition of Fair Market Value amended December 8, 1999
                                           Amended and Restated January 20, 1998
                               Reflects 5-for-2 stock split dated July 14, 1997,
                                  2-for-1 stock split dated January 20, 1998 and
                                mergers & acquisitions through September 1, 1997

                           COMPAQ COMPUTER CORPORATION
                           1989 EQUITY INCENTIVE PLAN

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

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

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

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

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

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

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

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

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

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

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


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

     (k)  "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.

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

     (m)  "NON-EMPLOYEE DIRECTOR" shall have the meaning set forth in Rule
13e-3(b)(3)(i) promulgated by the Securities and Exchange Commission under the
Exchange Act.

     (n)  "NONQUALIFIED STOCK OPTION" shall mean an Option granted under Section
6 hereof that is not intended to be an Incentive Stock Option.

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

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

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

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

     (s)  "RESTRICTED STOCK AWARD" shall mean an Award of Restricted Stock under
Section 8 hereof.

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

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

     (v)  "TANDEM" shall mean Tandem Computers Incorporated.


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     (w)  "TANDEM SUBSTITUTE OPTIONS" shall mean any Options issued under the
Plan pursuant to that certain Agreement and Plan of Merger dated as of June 22,
1997 among Tandem, the Company and Compaq-Project, Inc.

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

SECTION 4. SHARES SUBJECT TO THE PLAN.

     (a)  TOTAL NUMBER. Subject to adjustment as provided in this Section, the
total number of Shares available for grant under the Plan shall be 268,033,504
Shares.

     (b)  REDUCTION OF SHARES AVAILABLE.

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

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

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

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

     (c)  INCREASE OF SHARES AVAILABLE.


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

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

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

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

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

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

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


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Value in the case of any Nonqualified Stock Option granted to an individual
subject to Section 16 of the Exchange Act.

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

     (c)  EXERCISABILITY. Options shall be exercisable at such time or times as
determined by the Committee in its sole discretion and set forth in the
applicable Award Notice.

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

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

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

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

SECTION 7. STOCK APPRECIATION RIGHTS. Stock Appreciation Rights may be granted
hereunder to Participants either alone or in addition to other Awards granted
under the Plan and may, but need not, relate to a specific Option granted under
Section 6. The provisions of Stock Appreciation Rights need not be the same with
respect to each recipient. Any Stock Appreciation Right related to a
Nonqualified Stock Option may be granted at the same time such Option is granted
or at any time thereafter before exercise or expiration of such Option. Any
Stock Appreciation Right related to an Incentive Stock Option must be granted at
the same time such Option is granted. In the case of any Stock Appreciation
Right related to any Option, the Stock Appreciation Right Award or applicable
portion thereof shall terminate and no longer be exercisable upon the
termination or exercise of the related Option, except that a Stock Appreciation
Right Award granted with respect to fewer than the full number of Shares covered
by a related Option shall not be reduced until the number of Shares issued upon
exercise or canceled upon termination of the related Option exceeds the number
of shares not covered by the Stock Appreciation Right Award. Any Option related
to any Stock Appreciation Right shall no longer be exercisable to the


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extent the related Stock Appreciation Right has been exercised. No Stock
Appreciation Right unrelated to any Option shall be exercisable after the
expiration of ten years from the date such Award is granted. The Committee may
impose such conditions or restrictions on the exercise of any Stock Appreciation
Right as it shall deem appropriate. The Company shall deliver an Award Notice to
each Participant receiving a Stock Appreciation Right.

SECTION 8. RESTRICTED STOCK.

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

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

SECTION 9. TERMINATION OR SUSPENSION OF EMPLOYMENT.

     (a)  NONQUALIFIED STOCK OPTIONS AND STOCK APPRECIATION RIGHTS.

          (i)  If the Participant's employment with the Company or its
Affiliates is terminated for any reason other than death, disability, or
retirement, the Participant's right to exercise any Nonqualified Stock Option or
Stock Appreciation Right shall terminate, and such Option or Stock Appreciation
Right shall expire, on the earlier of (A) the first anniversary of such
termination of employment or (B) the date such Option or Stock Appreciation
Right would have expired had it not been for the termination of employment;
provided, however, that if, within one year following a Change in Control, the
Participant's employment is terminated in a Qualifying Termination (as defined
in subparagraph (v) below), the Participant shall have the right to exercise any
outstanding Option or Stock Appreciation Right until the earlier of (A) the
third anniversary of such termination of employment (in the case of Options or
Stock Appreciation Rights granted prior to September 1, 2001) or the first
anniversary of the effective date of such Qualifying Termination (in the case of
Options or Stock Appreciation Rights granted on or after September 1, 2001 and
prior to the Change in Control) or (B) the date such Option or Stock
Appreciation Right would have expired had it not been for such termination of
employment. The Participant shall have the right to exercise such Option or
Stock Appreciation Right prior to such expiration to the extent it was
exercisable at the date of such termination of employment and shall not have
been exercised.

          (ii) If the Participant's employment with the Company or its
Affiliates is terminated by reason of death, disability, or retirement, the
Participant or his successor (if employment is terminated by death) shall have
the right to exercise any Nonqualified Stock Option or Stock Appreciation Right
to the extent it was exercisable at the date of such termination of employment
and shall not have been


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exercised, but in no event shall such option be exercisable later than the date
the Option would have expired had it not been for the termination of such
employment.

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

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

          (v)  For purposes of subparagraph (a)(i) above, the term "Qualifying
Termination" shall have the meaning ascribed to such term in the Participant's
individual employment or severance agreement with the Company or its Affiliates.
If the Participant is not a party to an individual employment or severance
agreement with the Company or its Affiliates, the term "Qualifying Termination"
shall have the meaning ascribed to the term "Qualified Termination" in the
Compaq Computer Corporation employee severance plan, as may be amended from time
to time, in which such Participant is eligible to participate.

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

     (c)  RESTRICTED STOCK. Except as otherwise determined by the Committee at
the time of grant, upon termination of employment for any reason during the
restriction period, all shares of Restricted Stock still subject to restriction
shall be forfeited by the Participant and reacquired by the Company at the price
(if any) paid by the Participant for such Restricted Stock; provided that in the
event of a Participant's retirement, permanent disability, or death, or in cases
of special circumstances, the Committee may, in its sole discretion, when it
finds that a waiver would be in the best interests of the Company, waive, in
whole or in part, any or all remaining restrictions with respect to such
Participant's shares of Restricted Stock.

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

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


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SECTION 10. CHANGE IN CONTROL.

     (a)  IMMEDIATE VESTING. Notwithstanding any other provision of the Plan to
the contrary, (1) all Awards granted prior to September 1, 2001 shall vest and
become immediately exercisable or payable, or have all restrictions lifted as
may apply to the type of Award upon a Change in Control and (2) all Awards
granted on or after September 1, 2001 shall vest and become immediately
exercisable or payable, or have all restrictions lifted as may apply to the type
of Award, upon a Qualifying Termination (as defined in Section 9(a)(v)) within
one year following a Change in Control.

     (b)  CHANGE IN CONTROL. A "Change in Control" shall be deemed to have
occurred if: (i) any "person" as such term is used in Sections 13(d) and 14(d)
of the Exchange Act (other than the Company, any trustee or other fiduciary
holding securities under any employee benefit plan of the Company, or any
company owned, directly or indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of Stock of the Company),
is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Company representing
30% or more of the combined voting power of the Company's then outstanding
securities; (ii) during any period of two consecutive years (not including any
period prior to the adoption of the Plan), individuals who at the beginning of
such period constitute the Board of Directors, and any new director (other than
a director designated by a person who has entered into an agreement with the
Company to effect a transaction described in clause (i), (iii), or (iv) of this
Section 10(b)) whose election by the Board of Directors or nomination for
election by the Company's stockholders was approved by a vote of at least
two-thirds of the directors then still in office who either were directors at
the beginning of the two-year period or whose election or nomination for
election was previously so approved, cease for any reason to constitute at least
a majority of the Board of Directors; (iii) the stockholders of the Company
approve a merger or consolidation of the Company with any other corporation,
other than a merger or consolidation which would result in the voting securities
of the Company outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting securities of
the surviving entity) more than 50% of the combined voting power of the voting
securities of the Company or such surviving entity outstanding immediately after
such merger or consolidation; provided, however, that a merger or consolidation
effected to implement a recapitalization of the Company (or similar transaction)
in which no person acquires more than 30% of the combined voting power of the
Company's then outstanding securities shall not constitute a Change in Control
of the Company; or (iv) the stockholders of the Company approve a plan of
complete liquidation of the Company or an agreement for the sale or disposition
by the Company of all or substantially all of the Company's assets. For purposes
of (A) Awards granted on or after September 1, 2001, (2) applying the provision
of Section 10(a)(1) to Awards (other than Options and Stock Appreciation Rights)
granted prior to September 1, 2001, and (3) applying the provisions of Section
9(a)(i) and the sixth paragraph of Appendix A to all Options and Stock
Appreciation Rights under the Plan, whenever granted, the definition of Change
in Control set forth in this subsection shall be revised by substituting the
phrase "a merger or consolidation of the Company with any other corporation is
consummated" for the phrase "the stockholders of the Company approve a merger or
consolidation of the Company with any other corporation" in clause (iii) of this
subsection.

SECTION 11. AMENDMENTS AND TERMINATION.

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


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

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

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

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

SECTION 12. GENERAL PROVISIONS.

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

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

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

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

     (e)  COMPLIANCE REQUIREMENTS. All certificates for Shares delivered under
the Plan pursuant to any Award shall be subject to such stock-transfer orders
and other restrictions as the Committee may deem advisable under the rules,
regulations, and other requirements of the Securities and Exchange Commission,
any stock exchange upon which the Shares are then listed, and any applicable
federal or state securities law, and the Committee may cause a legend or legends
to be put on any such certificates to make appropriate reference to such
restrictions. The Company shall not be required to issue or deliver any Shares
under the Plan prior (i) to the completion of any registration or qualification
of


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such Shares under any federal or state law, or under any ruling or regulation of
any governmental body or national securities exchange that the Committee in its
sole discretion shall deem to be necessary or appropriate and (ii) to the
Participant's entering into such written representations, warranties, and
agreements as the Company may reasonably request in order to comply with
applicable securities laws or with this Plan.

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

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

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

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

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

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

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

SECTION 14. TANDEM SUBSTITUTE OPTIONS. Tandem Substitute Options shall be
governed by the terms of the Plan and the related option conversion notice,
except that, notwithstanding any provision of the Plan or option conversion
notice to the contrary, the terms and conditions set forth on Appendix A hereto
shall govern such options to the extent set forth on such Appendix.


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                    APPENDIX A FOR TANDEM SUBSTITUTE OPTIONS

The term "Options" as used in this Appendix A means Tandem Substitute Options.

EXERCISABILITY: Generally, Options may be exercised beginning six months from
the vesting date or, with respect to certain Options, beginning six months from
the original grant date. Optionees are not entitled to exercise Options if
employment with the Company is terminated prior to six months from the vesting
date or, with respect to certain Options, prior to six months from the original
grant date. The original grant date and the vesting date are set forth on the
related option conversion notice.

VESTING: Vesting stops when the optionee's employment with the Company or any of
its Affiliates terminates. The vesting schedule for each Option is as set forth
on the related Option Conversion Notice.

DEATH: If an optionee dies while an employee of the Company or its Affiliates,
Options become fully vested regardless of length of service and expire one year
after the date of death.

DISABILITY: If an optionee's employment terminates because of permanent
disability, Options (i) become 20% vested, if more than the percentage actually
vested on the termination date and (ii) expire 90 days after the termination
date.

TERMINATION: If employment with the Company or its Affiliates ends for any
reason other than death or permanent disability, Options expire on the 30th day
after the termination date; provided, however, that if, within one year
following a Change in Control, the optionee's employment is terminated in a
Qualifying Termination (as defined in Section 9(a)(v) of the Plan), the optionee
shall have the right to exercise any outstanding Option until the earlier of (A)
the third anniversary of such termination of employment or (B) the date such
Option would have expired had it not been for such termination of employment.

LEAVE OF ABSENCE: Vesting during an approved leave of absence is governed by the
applicable leave of absence policy in effect at the time an optionee goes on
leave.

UNVESTED SHARES: Six months after the original grant date (as set forth on the
related option conversion notice), optionees can purchase unvested option
shares. Unvested option shares may not be sold or otherwise transferred until
they become vested. The Company may buy back unvested shares at the price paid
by the optionee for such shares upon optionee's termination from the Company or
its Affiliates (except death). In such event, the Company must give notice to
the optionee within 60 days after the termination date, provided, however, that
upon termination due to permanent disability, the Company must provide notice
within 60 days after the last date upon which the optionee's option is
exercisable. Optionees must deliver the number of shares requested in such
notice to the Company within 60 days after receipt of such notice, with the
stock certificates fully endorsed or accompanied by a duly executed stock power.
Certificates for unvested shares shall contain a legend referring to the
Company's right to repurchase. As the optionee's vesting percentage increases,
the optionee may request, at reasonable intervals, that the Company exchange
those legended certificates for shares which have vested for certificates for
shares without legends. No certificates shall be issued for partial shares.

FORM OF PAYMENT: A notice of exercise must include payment of the option price
for the shares being purchased. Payment may be made by: (i) cashier's check or a
money order, (ii) irrevocable directions on a Company approved form to a
securities broker approved by the Company to sell the shares and deliver all or
a portion of the sale proceeds to the Company in payment of the option price, or
(iii) certificates for Common Stock, along with any forms needed to transfer the
shares to the Company. The fair market value of the shares, on the effective
date of the Option exercise will be applied to the Option price.


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Transfers: Options cannot be assigned or transferred, except by will or the laws
of descent and distribution.

INDIVIDUAL PROVISIONS: To the extent that an optionee's option agreement with
Tandem provides terms and conditions contrary to those set forth above,
notwithstanding any other provision in the Plan, the option conversion notice or
this Appendix A to the contrary, the terms and conditions of such option
agreement shall govern the related Tandem Substitute Option (except with respect
to the vesting schedule, trading restrictions and notice of exercise, in which
case the terms and conditions contained in the related option conversion notice
shall govern).


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