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                                                                    EXHIBIT 10.6

                                                       ADOPTED SEPTEMBER 3, 2001


                                  AMENDMENT OF
                           COMPAQ COMPUTER CORPORATION
                           1989 EQUITY INCENTIVE PLAN


RESOLVED, that pursuant to Section 11 of the Compaq Computer Corporation 1989
Equity Incentive Plan (the "Plan"), the Plan is amended effective as of
September 4, 2001, as follows:


7.       Section 2(m) of the Plan is hereby deleted in its entirety and the
         subsequent section are renumbered accordingly.

8.       The last sentence of Section 6(c) of the Plan is hereby deleted.

9.       Section 9(a)(i) 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 (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.

10.      Section 9(a)(iii) of the Plan is hereby amended by deleting the words
         "not subject to Section 16 of the Exchange Act" in clause (b) thereof.

11.      Section 9 of the Plan is hereby amended by adding the following new
         subparagraph (9)(a)(v), to read as follows:

                           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.
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12.      Section 10(a) of the Plan is hereby amended in its entirety to read as
         follows:

         (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.

13.      The sixth paragraph of Appendix A to the Plan is hereby amended by
         adding the following proviso at the end thereof:*

                           ; 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.

14.      For purposes of (1) 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 provisos 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 Section 10(b) of the Plan 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 said Section 10(b).

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*    Similar amendment, as appropriate, for Digital conversion options.