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                                                                    EXHIBIT 10.4

                                                       ADOPTED SEPTEMBER 3, 2001

                                  AMENDMENT OF
                           COMPAQ COMPUTER CORPORATION
                         1985 EXECUTIVE AND KEY EMPLOYEE
                                STOCK OPTION PLAN


RESOLVED, that pursuant to Article 10 of the Compaq Computer Corporation 1985
Executive and Key Employee Stock Option Plan (the "Plan"), the Plan is amended
effective as of September 4, 2001, with respect to Options granted prior to
September 1, 2001, as follows:


3.       Article VIII, Section 8.08 (a) of the Plan is hereby amended by adding
         the following proviso to the first sentence of Section 8.08(a)(i):

                           ; provided, however, that if, within one year
                           following an occurrence of a Change in Control, the
                           Optionee's employment is terminated in a Qualifying
                           Termination (as defined in paragraph (d) below), the
                           Optionee shall have the right to exercise such Option
                           until the earlier of (1) the third anniversary of
                           such termination of employment or (2) the date such
                           Option would have expired had it not been for such
                           termination of employment. For purposes of applying
                           the immediately preceding proviso with respect to
                           treatment of Options in the event of a Qualifying
                           Termination, the definition of a Change in Control
                           set forth in Section 7.03 of Article VII 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 7.03.

4.       Article VIII, Section 8.08(d) is hereby amended by adding the following
         after the last sentence thereof:

                           For purposes of subparagraph (a) above, the term
                           "Qualifying Termination" shall have the meaning
                           ascribed to such term in the Optionee's individual
                           employment or severance agreement with the Company or
                           its Subsidiaries. If the Optionee is not a party to
                           an individual employment or severance agreement with
                           the Company or its Subsidiaries, the term "Qualifying
                           Termination" shall have the meaning ascribed to the
                           term "Qualified Termination" in the Compaq Computer
                           Corporation employee severance plan in which such
                           Optionee is eligible to participate.