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AMENDMENT TO EMPLOYMENT AGREEMENT
This Agreement, executed on December , 2001 (the "Agreement"), is made by and between Compaq Computer
Corporation, a Delaware corporation (the "Company"), and Michael D. Capellas (the "Executive"). The Agreement amends in
certain respects the terms of the letter agreement dated October 20, 2000, as amended and restated December 13, 2000, between
the Company and the Executive (the "Letter Agreement").
For good and valuable consideration, the receipt of which is hereby acknowledged, the Letter Agreement is hereby
amended as follows, effective as of November 1, 2001.
A new paragraph shall be added following the last paragraph under the heading "RESTRICTED STOCK", to read
You acknowledge and agree that, notwithstanding the terms and conditions applicable to the 2000 Restricted
Stock, the 1999 Restricted Stock (as hereinafter defined) or any other shares of restricted Compaq common stock
previously granted to you, the definition of the term "Change in Control" set forth on Exhibit A hereto, as
amended, shall apply to all restricted shares held by you as of September 3, 2001, and accordingly, in connection
with the transaction (the "H-P Merger") contemplated by that certain Agreement and Plan of Reorganization,
dated as of September 4, 2001, as amended from time to time, by and between Hewlett-Packard Company, Heloise
Merger Corporation and Compaq Computer Corporation, such shares shall vest on consummation of such
The following sentence shall be added at the end of the paragraph under the heading "SEPARATION
Notwithstanding the foregoing, in the event of a Qualifying Termination within one year following a Change in
Control, the Separation Payment shall be paid in a single lump sum within ten days following the effective date of
the Qualifying Termination.
The following sentence shall be added at th