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                                                                    EXHIBIT 10.8

                                                       ADOPTED SEPTEMBER 3, 2001


                                  AMENDMENT OF
                           COMPAQ COMPUTER CORPORATION
                             1998 STOCK OPTION PLAN


RESOLVED, that pursuant to Section 10 of the Compaq Computer Corporation 1998
Stock Option Plan (the "Plan"), the Plan is amended effective as of September 4,
2001, as follows:


         22.      The definition of "Net After-Tax Amount" in Section 2 of the
                  Plan is hereby deleted in its entirety.

         23.      Section 5(d) of the Plan is hereby amended by deleting the
                  proviso in the first sentence thereof.

         24.      Section 7(a) of the Plan is hereby amended by adding the
                  following proviso to the first sentence thereof:

                           ; 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 (e) 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.

         25.      Section 7(c) of the Plan is hereby amended by deleting the
                  words "not subject to Section 16 of the Exchange Act" in
                  clause (ii) thereof.

         26.      Section 7 of the Plan is hereby amended by adding the
                  following new subparagraph 7(e), to read as follows:

                           Definition of Qualifying Termination. For purposes of
                           subparagraph (a) above, the term "Qualifying
                           Termination" shall have the meaning ascribed to such
                           term in the Participant's individual employment or
                           severance agreement with Compaq or its Affiliates. If
                           the Participant is not a party to an individual
                           employment or severance agreement with Compaq or its
                           Affiliates, the term "Qualifying Termination" shall
                           have the meaning

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                           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.

         27.      Section 9 of the Plan is hereby amended in its entirety as
                  follows:

                           Notwithstanding any other provision of the Plan to
                           the contrary, (a) 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, and no
                           outstanding Stock Appreciation Rights may be
                           terminated, amended, or suspended upon or after a
                           Change in Control and (b) 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 7(e)) within one year following a Change in
                           Control.

         28.      For purposes of (1) Awards granted on or after September 1,
                  2001 and (2) applying the proviso of Section 7(a) to all
                  Options and Stock Appreciation Rights under the Plan, whenever
                  granted, the definition of Change in Control set forth in
                  Section 2 shall be revised by substituting the phrase "a
                  merger or consolidation of Compaq with any other corporation
                  is consummated" for the phrase "the stockholders of Compaq
                  approve a merger or consolidation of Compaq with any other
                  corporation" in clause (iii) of the definition in said Section
                  2.