Separation Agreement

                                     Between

                                Eckhard Pfeiffer

                                       And

                           Compaq Computer Corporation

<PAGE>
Mr.  Eckhard  Pfeiffer  and  Compaq Computer Corporation ("Compaq") have entered
into this Separation Agreement (the "Separation Agreement" or this "Agreement").

The  parties  agree  as  follows:

1.     Other  Agreements between the Parties.  There exists between the parties:
       --------------------------------------
a  Pension  Contract  dated  December  18,  1986  (the  "Pension  Contract"); an
Indemnity  Agreement dated December 18, 1986 (the "Indemnity Agreement"); and an
Employment  Agreement  dated as of January 1, 1992 (the "Employment Agreement").
Except  as  specifically identified in this Agreement, nothing in this Agreement
supercedes  or  amends  the  Pension  Contract,  the Indemnity Agreement, or the
Employment Agreement.  There also exists a letter from Mr. Thomas Siekman to Mr.
Pfeiffer  dated  April 18, 1999 (the "Letter").  The parties agree that upon the
execution of this Agreement, the Letter shall become null and void.  The parties
further  agree  that, except as to stock option grants previously made by Compaq
to  Mr.  Pfeiffer, that the Pension Contract, the Employment Agreement, and this
Agreement shall constitute the entire agreements between the parties and control
all  rights  and  obligations  between  the  parties.

2.     Employment  Agreement  Triggered.  The  parties  agree  that  events have
       ---------------------------------
occurred  that  entitle  Mr.  Pfeiffer to the Separation Payment provided for in
Section  9.1 of the Employment Agreement.  The parties agree that Mr. Pfeiffer's
employment  terminated  by  his  resignation  effective  April  18,  1999  (the
"Termination  Date").

3.     Purpose  of  this  Agreement.  The  parties  intend  this  Agreement  to
       -----------------------------
memorialize  certain  obligations  they  have  agreed  to  that  relate  to  the
termination of Mr. Pfeiffer's employment with Compaq.  Additionally, the parties
intend  this  Agreement to satisfy conditions that Section 9.1 of the Employment
Agreement  placed  on  Mr.  Pfeiffer's  entitlement  to  the Separation Payment.

4.     RELEASE  AND WAIVER OF ALL CLAIMS. Mr. Pfeiffer settles, waives, releases
       ----------------------------------
and  gives up any and all rights, claims and causes of action which Mr. Pfeiffer
has  or may have against Compaq (for purposes of this Release, "Compaq" includes
Compaq Computer Corporation, its subsidiaries and other affiliated entities (the
"Group")  and  all  directors, officers, employees, and agents of the Group), of
any  kind  or  character,  in  contract, tort, or otherwise, based on actions or
omissions  occurring in the past and/or present, and regardless of whether known
or  unknown  to  Mr.  Pfeiffer  at  this  time, including those not specifically
mentioned in this Release.  Among the rights, claims, and causes of action which
Mr.  Pfeiffer  gives  up under this Release are those arising in connection with
Mr.  Pfeiffer's  employment  and  the  termination  of his employment, including
rights  or  claims  under  federal,  state and local fair employment practice or
discrimination  laws  (including  the  various  Civil  Rights  Acts,  the  Age
Discrimination in Employment Act, the Equal Pay Act, and the Texas Commission on
Human  Rights  Act),  laws pertaining to breach of employment contract, wrongful
termination  or  other wrongful treatment, and any other laws or rights relating
to Mr. Pfeiffer's employment with Compaq and the termination of that employment.
Mr.  Pfeiffer  acknowledges  that  he  is  aware  of  his  rights  under the Age
Discrimination in Employment Act, and that he is waiving and releasing any claim
of  age  discrimination  which  he  may  have under that statute as part of this
Release.  Mr. Pfeiffer agrees not to bring or join any lawsuit or file any claim
against  Compaq  in  any court or before any governmental agency relating to his
employment or the termination of his employment.  This Release does not waive or
release  any rights, claims, or causes of action that Mr. Pfeiffer may have with
respect to indemnification under Section 145 of the Delaware General Corporation
Law  or  any  successor  statute,  under the Indemnification Agreement and under
Article X of the Bylaws of Compaq in effect on the date of this Release; and any
amendment  of  Compaq's  Bylaws subsequent to the date of this Release shall not
modify  or  reduce  the  rights of Mr. Pfeiffer.  This Release does not waive or
release  any  rights,  claims,  or  causes of action that may arise from (a) Mr.
Pfeiffer's  stock  options  granted  by  Compaq, the Pension Contract, any other
retirement  benefits  accrued  to Mr. Pfeiffer or any other benefit programs for
which Mr. Pfeiffer is eligible or (b) acts or omissions occurring after the date
this  Release  is  executed.  Mr. Pfeiffer acknowledges that Compaq has, by this
sentence, advised him to consult an attorney before signing this Agreement.  Mr.

<PAGE>
Pfeiffer  further acknowledges that he has a period of at least 21 days in which
to  consider  whether to sign this Agreement.  Mr. Pfeiffer further acknowledges
that,  should  he  execute  this  Agreement, he will have seven days in which to
revoke  such  execution  by  delivering  a  written  revocation to Compaq to the
attention  of  the  General  Counsel.

5.     Non-Competition  Obligations.   As  an independent covenant, Mr. Pfeiffer
       -----------------------------
agrees  that  for  a  period  of  24  months following the Termination Date, Mr.
Pfeiffer shall not, directly or indirectly, in any state of the United States or
in  any  foreign  country  where  any of Compaq, its subsidiaries, or affiliated
entities  (collectively  "Group")  is  conducting business as of the Termination
Date,  engage,  or  render  advice, or otherwise assist any person or entity, or
division  or  department  of any corporation, which is primarily engaged, in the
design,  engineering,  manufacturing,  marketing,  sales, service, networking or
integration  of  (a)  microprocessor based computers (including, but not limited
to,  towers,  desktops,  portables,  laptops,  notebooks,  palm tops and writing
tablets),  (b)  workstations,  (c)  servers,  (d)  any  other  equipment that is
designed  to  run any version of DOS, UNIX, OS/2, Microsoft New Technology (NT),
LanMan,  Novell  Netware,  or  Banyan  (e) options, accessories, spare parts and
subsystems  for  items  (a)  through  (d)  inclusive.  Subsystems  shall  not be
construed  to  extend  to  components  such  as memory chips, standard cells for
application  specific  integrated circuits and gate arrays, and other electronic
components.  This covenant shall not preclude Mr. Pfeiffer: (1) from owning as a
shareholder  less than 5% of the shares of a corporation whose shares are traded
on  the  stock  exchange  or  in  the over-the-counter market by a member of the
National Association of Securities Dealers; (2) from employment or consulting in
any capacity with Microsoft, Novell, Banyan, Unix Systems Laboratory, Santa Cruz
Operations,  and  Open Software Foundation; or (3) from employment or consulting
with  a software developer who happens to integrate or network its software with
equipment  covered  by  this  covenant.

5.1.     Acknowledgement  of  Remuneration.   Mr.  Pfeiffer understands that the
         ---------------------------------
foregoing  restrictions may limit his ability to engage in a business similar to
Compaq's business during the period provided for above, but acknowledges that he
will  receive sufficient remuneration in association with this Agreement and the
Employment  Agreement  to  justify  such  limited  restrictions.

5.2.     Modification  by  Court.     It is expressly understood and agreed that
         -----------------------
Compaq and Mr. Pfeiffer consider the restrictions contained in this Article 5 to
be  reasonable  and  necessary for the purposes of preserving and protecting the
business, goodwill, and proprietary information of Compaq.  Nevertheless, if any
of  the  aforesaid  restrictions  are found by a Court having jurisdiction to be
unreasonable  or  over-broad  as  to  geographic  area  or  time,  or  otherwise
unenforceable,  the  parties  intend for the restrictions set forth herein to be
modified  by  such  Court  so  as  to  be  reasonable and enforceable and, as so
modified  by  the  Court,  to  be  fully  enforced.  Compaq shall be entitled to
enforce  the  provisions of this Article 1 by resorting to appropriate legal and
equitable  action.

6.     Non  Solicitation Obligations.   Mr. Pfeiffer agrees that for a period of
       -----------------------------
two  years following the Termination Date, he shall not, directly or indirectly,
for  himself  or for others, in any State of the United States or in any foreign
country  where  the  Group  is  conducting  business as of the Termination Date:

6.1.     solicit,  request  or induce (a) any employee of the Group to terminate
his employment with Compaq or such subsidiary or affiliate, or (b) any customer,
contractor  or  representative  having a business relationship with the Group to
terminate  such  business  relationship;  or

6.2.     Directly or indirectly employ, hire, or otherwise retain any individual
who was employed by the Group within the immediately preceding six months before
employment  by  Mr.  Pfeiffer  or  any entity of which he is an employee without
first  notifying  Compaq  in  writing  at  least  ten working days prior to such
employment.  Mr.  Pfeiffer's  written  notification to Compaq shall describe the
proposed  capacity  in  which  such  individual  shall  be  retained,  hired, or

<PAGE>
otherwise  employed  in  sufficient  detail for Compaq to determine whether such
employment  is  likely  to adversely impact relationships between Compaq and its
employees,  customers, contractors, suppliers, or representatives, or jeopardize
Compaq's  goodwill  and  proprietary  information.

6.3.     It  is  expressly  understood  and  agreed that Compaq and Mr. Pfeiffer
consider  the  restrictions  contained  in  this  Article 6 to be reasonable and
necessary for the purposes of preserving and protecting the relationship between
Compaq  and  its  employees,  customers,  contractors,  suppliers,  and
representatives,  as  well  as  Compaq's  goodwill  and proprietary information.
Nevertheless,  if  any of the aforesaid restrictions are found by a court having
jurisdiction  to  be  unreasonable,  overbroad  or  otherwise unenforceable, the
parties  intend  for  the  restrictions  set forth herein to be modified by such
court  so  as to be reasonable and enforceable and, as so modified by the court,
to  be  fully  enforced.

7.     Consideration.  The parties agree that the Separation Payment Compaq will
       --------------
make  to  Mr.  Pfeiffer  under  Section  9.1 of the Employment Agreement and the
vesting  of stock options provided under Section 9.5 of the Employment Agreement
provide  consideration to Mr. Pfeiffer for his Release and for his assumption of
the  Non-Competition  and  Non-Solicitation  Obligations  in this Agreement. The
parties  further agree that in satisfaction of its obligations under Section 9.1
of  the  Employment  Agreement  Compaq  will  pay  to  Mr.  Pfeiffer  the sum of
$6,400,000.00  subject  to  the terms and conditions of the Employment Agreement
and this Agreement.  As additional consideration to Mr. Pfeiffer for his Release
of Claims and for assuming the Non-Competition and Non-Solicitation obligations,
Compaq  agrees:

7.1.     Computers  and Other Equipment. Compaq grants ownership to Mr. Pfeiffer
         -------------------------------
of  all  Compaq  computers  and  other  electronic equipment (e.g. fax machines,
printers,  or power supplies, etc.) assigned to Mr. Pfeiffer and which is now in
his  possession.  As a condition of Compaq's transfer of ownership, Mr. Pfeiffer
agrees  to  delete  all  software  that  is  licensed  to Compaq immediately Mr.
Pfeiffer  acknowledges  that  he  and  Compaq  are  obligated to comply with the
license  terms  under which the software was made available to Mr. Pfeiffer as a
Compaq  employee.  Mr.  Pfeiffer  agrees to indemnify Compaq against any and all
claims,  including  attorney's  fees,  arising from any alleged violation of any
license  based on Mr. Pfeiffer's failure to remove Compaq licensed software from
computers  or  equipment  transferred  to  Mr.  Pfeiffer  under  this Agreement.

7.2.     Financial Advising Fees.  In addition to other payments to Mr. Pfeiffer
         ------------------------
under  the  Employment Agreement or this Agreement, Compaq will pay Mr. Pfeiffer
$5,000  as  reimbursement  for  fees  for  financial  advising  services

7.3.     Long-term  Bonus  Payment.  Upon the execution of this Agreement and in
         --------------------------
addition  to  other  payments  to Mr. Pfeiffer under the Employment Agreement or
this  Agreement,  Compaq  will pay Mr. Pfeiffer $ 3,408,825.00 as the balance of
his  long-term  bonus  account.

7.4.     Extension  of Option Exercise Period.  The parties have agreed that, as
         -------------------------------------
additional  consideration for Mr. Pfeiffer to execute this Agreement, the period
of  time  that  Mr. Pfeiffer shall have to execute certain stock options will be
amended.

7.4.1.     Paragraph  9.5  of  the  Employment  Agreement  is amended to read as
follows:
         In  the  event  that  the  Company  shall  be  obligated to deliver the
         Severance Payment  to  Mr.  Pfeiffer,  Mr. Pfeiffer shall, effective as
         of the Termination Date,  (a) be fully vested in all options to acquire
         shares  of  Company stock previously  granted  by  the  Company  to Mr.
         Pfeiffer,  and  (b)  unless  otherwise  restricted  by  the  applicable
         Company  stock  option  plan  or  by  law,  the period during which Mr.
         Pfeiffer  shall  have the right to exercise stock options granted under
         any  stock option agreements between the Company and Mr. Pfeiffer shall
         be extended  to  four  calendar  years  immediately  following  the
         Termination Date.

<PAGE>
7.4.2.     Mr.  Pfeiffer  acknowledges  that,  under the applicable stock option
plan(s),  all  grants  expire  on  the tenth anniversary of the grant date.  Mr.
Pfeiffer  acknowledges  that  this limitation will reduce his period to exercise
certain  options  to  less  than  four  years.   A  schedule  of  Mr. Pfeiffer's
outstanding  stock  option  grants  that indicates the termination date for each
grant  is  attached  to  this  letter.

8.     Terms  Incorporated by Reference.  The parties have previously negotiated
       ---------------------------------
certain  terms  in  the  Employment  Agreement.  The parties wish to incorporate
those  terms  in this Agreement as though fully set forth in this Agreement. The
parties incorporate into this Agreement the following Articles and paragraphs of
the  Employment  Agreement:  Article 10 (Notices); Article 11 (Controlling Law);
paragraphs  12.2 (Court Modification), 12.3 (Validity), and 12.4 (Construction);
Article  13  (Assumption  of  Obligations);  Article  14  (Effect of Agreement);
Article  15  (Waiver  of  Breach);  and  Article  17  (Paragraph  Headings).

9.     Irreparable  Harm.  Mr.  Pfeiffer  agrees  that  his breach of any of the
       ------------------
provisions  of  Articles 4, 5, or 6 of this Agreement will result in irreparable
harm  to  Compaq  and that no adequate remedy at law is available.  Mr. Pfeiffer
agrees  that upon a breach or violation of any provision of Articles 4, 5, or 6,
Compaq  shall  be  entitled  to  injunctive  relief  in  any  court of competent
jurisdiction.  Nothing  herein  shall  be  construed  as prohibiting Compaq from
pursuing  any  other remedies at law or at equity available to Compaq for breach
or  threatened  breach.

10.     Modification  in  Writing.  No  addition  to,  or  modification of, this
        --------------------------
Agreement  shall  be  effective,  unless  it  is  in  writing and signed by both
parties.

11.     Execution.  This  Agreement  may  be  executed in multiple counterparts,
        ----------
each  of which shall be deemed an original and all of which shall constitute one
instrument.

12.     No  oral  representations.  Each party acknowledges that, in deciding to
        --------------------------
execute  this Agreement, it is relying solely on the contents of this Agreement,
the  Employment  Agreement,  the  Pension Contract, and the Indemnity Agreement.
Each  party  acknowledges that it is not relying on any oral representation that
is  not  captured  in  writing  in  one  of  the agreements between the parties.
Mr.  Pfeiffer agrees that he has read this Agreement, consulted with an attorney
of  his  choice,  understands  the  impact  of  this Agreement on his rights and
obligations,  and  is  knowingly  and  voluntarily entering into this Agreement.

IN  WITNESS  WHEREOF, executed this 4 day of August 1999  and  effective  seven
days  thereafter  if  not  revoked  by  Mr.  Pfeiffer.

Compaq  Computer  Corporation

By: /s/ Thomas C. Siekman                    /s/ Eckhard Pfeiffer
   --------------------------                --------------------
   Thomas C. Siekman                         Eckhard  Pfeiffer
   Senior Vice President and
   General Counsel


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