EXHIBIT 10.11

                                                       ADOPTED SEPTEMBER 3, 2001



                                  AMENDMENT OF
                           COMPAQ COMPUTER CORPORATION
                         NON-QUALIFIED STOCK OPTION PLAN
                           FOR NON-EMPLOYEE DIRECTORS


RESOLVED, that pursuant to Section 11 of the Compaq Computer Corporation
Non-Qualified Stock Option Plan for Non-Employee Directors (the "Plan"), the
Plan is amended effective as of September 4, 2001, as follows:


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

                  Notwithstanding any other provision of the Plan to the
                  contrary, (a) all Options granted prior to September 1, 2001
                  shall vest and become immediately exercisable upon a Change in
                  Control (as defined below) and (b) all Options granted on or
                  after September 1, 2001 shall vest and become exercisable if a
                  Participant's service as a director is terminated for any
                  reason (other than due to death, disability or retirement)
                  within one year following a Change in Control.

         38.      For purposes of Options granted on or after September 1, 2001,
                  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 the
                  definition in said Section 10(b).