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                                                                    EXHIBIT 10.7

                                                       ADOPTED SEPTEMBER 3, 2001


                                  AMENDMENT OF
                           COMPAQ COMPUTER CORPORATION
                           1995 EQUITY INCENTIVE PLAN


RESOLVED, that pursuant to Section 10 of the Compaq Computer Corporation 1995
Equity Incentive Plan (the "Plan"), the Plan is amended effective as of
September 4, 2001, as follows:


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

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

17.      Section 8(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 (iv) 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.

18.      Section 8(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.

19.      Section 8 of the Plan is hereby amended by adding the following new
         subparagraph (8)(a)(iv), to read as follows:

                           Definition of Qualifying Termination. 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
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                           Compaq Computer Corporation employee severance plan,
                           as may be amended from time to time, in which such
                           Participant is eligible to participate.


20.      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 Right 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 8(a)(iv) of the Plan) within one year
                           following a Change in Control.

21.      For purposes of (1) Awards granted on or after September 1, 2001, (2)
         applying the provisions of Section 9(a) to Awards (other than Options
         and Stock Appreciation Rights) granted prior to September 1, 2001, and
         (3) applying the proviso of Section 8(a)(i) to all Options and Stock
         Appreciation Rights, whenever granted, the definition of Change in
         Control set forth in Section 2 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 the definition in said
         Section 2.