|  |         "DIGITAL'S HUMAN RESOURCES: 
         CHANGES IN THE '90'S"
        
        JOHN SIMS
    
        State of Company Meeting
        May 3, 1990
        
        
        Good morning to each of you.  There is a great force in 
        this company, and I am reminded of that when I see so 
        many of us gathered at once.
        
        This turbulent latter 20th century has been called the 
        Information Age.  Digital has been instrumental over the 
        last decades in helping to create the reality that that 
        term describes.  
    
        The first principle of the information age is this:  
        information drives change.  Inseparable from that 
        principle is this corollary:  without change there is no 
        progress.
    
        So, our business IS change and progress.  
        
        What we prefer and strive for is to be the driving force 
        for change, as we have been in leading the way towards 
        seamless networks of distributed computing.  
        
        But it doesn't always work that way.
    
        Sometimes change is thrust upon us without our consent. 
        
        In the face of unanticipated, unwelcome change, people in 
        their diversity experience universal human responses.  
        Abnormally high tensions.  Uncertainty.  Cynicism.  Or 
        even despair.  Times of change challenge our beliefs, 
        challenge our sense of self, challenge our spirit.  Who, 
        really, are we, underneath our titles?  How can we 
        contribute?  How can we play in this game, if it's no 
        longer the same?
    
        At such times of change, people have unusually high 
        expectation and need for clear, consistent information, 
        and trustworthy communication.  I am here before you 
        today to tell you about some changes unfolding in Human 
        Resources, our most valuable corporate asset.
        
        At Digital as elsewhere, we don't have finished answers 
        to the turbulence of today.  But one thing is clear:  the 
        way to manage change is through consistency.  To respond 
        surely, you must have a footing.  The foundation of 
        Digital's business practice is a core set of values that 
        guide us at times of uncertainty, and point us in the 
        right direction.  
    
        The ability to deal with change becomes a function of how 
        well prepared people are.  We have always believed that 
        people are our most important asset.  What that means in 
        action is not some pre-set formula.  It calls for 
        creative yet pragmatic responses, specific to the 
        conditions.  
        
        Sharing with our people the fundamental values allows 
        comfort in dealing with change.  A bond of trust is 
        forged that we are together trying to do the right thing 
        -- that we are going to protect our valued people, and 
        that those people are going to do their best for the 
        company.
    
        Someone suggested that we print the company values on  
        3 x 5 cards and give one to every employee.  The idea was 
        that everybody could refer to their values card whenever 
        they had to make decisions or resolve conflicts.  
        
        Whether or not this is a good idea, it's important to all 
        of us to internalize Digital's values.  They must be 
        living within us, and must be active intuitively and 
        intellectually.  No outer icons of behavior can enable us 
        to respond effectively enough to succeed in the business 
        environment we face today.  
    
        Our values must act as a vital seed force in our 
        collective "dynamic" to enable us to TRANSFORM Digital 
        into a new ideal.  New perhaps in outer respects, but 
        directly rooted in the values upon which Ken founded this 
        company.  
        What are these values?  We value Quality... Honesty... 
        Simplicity... Teamwork... Leadership... Accountability... 
        and People, and the differences among them and always do 
        the right thing timely and carefully.  
        
        We are above all a company for people.  
    
        These values have built a global Fortune 27 company.  An 
        organization in which individuals -- men and women, 
        people of color, from entry-level to executive -- can be 
        successful.  Where prejudice and short-sightedness, or 
        hierarchical protocols do not limit potential or stifle 
        creativity.
        
        These values were not plucked out of the air, they 
        were selected.  Our goal is to maximize the potential and 
        the contribution and the productiveness of all our 
        people, regardless of gender, or race, or any other 
        differences.
    
        We don't do this or aim for this because it's nice, or 
        good.  We do it because to strive for anything less is to 
        fail as a business.  We need the creativity, the insight, 
        the vital contribution from every employee if we wish to 
        succeed in the future.  Nothing less will do.
        
        Some people question whether we still live by our values. 
        
        "This is not the Digital I knew," say some.  No, it is 
        not the Digital any of us knew 10 years ago, or even 
        three years ago.  The company has changed and it will 
        continue to change.  Our core values do not.
    
        Every decision made by top management is tested against 
        our values.  We contend with each other and with 
        temptations to take the easy way.  This struggle is the 
        life of our values in action.
    
        We are told that we should move faster and not agonize 
        over each decision.   But the right decision can only be 
        the decision that satisfies business realities in harmony 
        with our values and principles.  There is no automatic 
        decision template.
    
        For instance, change has been thrust upon us in such 
        controversial areas as employee drug testing, where we 
        are required to subject our employees to the same 
        standards as some client organizations.  We have created 
        policies to meet our values of choice and trust and the 
        preservation of human dignity.
        
        In the last few quarters, our values and policies, and 
        the changing business environment have converged and 
        collided over one central issue ... balancing the 
        workforce, or right-sizing, as the current phrase has it.  
        
        It's a big problem. 
    
        How can anybody be expansive, creative, personally 
        engaged in a forward-looking project, if they're worried 
        about whether or not their job's going away?  The 
        collective impact of such counter-productive concerns 
        harms us all.     
    
        Newspapers trumpet alarm.  The rumor mill grinds away.  
        Early retirement, redeployment, downsizing ... these are 
        not the banners of triumph.  And the effect of these 
        signs of turbulence can be dispiriting even to loyal and 
        hard working people.  
    
        But I have something to tell you.  
        
        This turbulence is a challenge to make us better.  We are 
        being asked to reach deep inside, and find ourselves.  We 
        are being asked to create ourselves anew, transform to 
        meet the present.
        
        This transformation may seem sudden, but in fact, we've 
        been implementing transition programs in the U.S. since 
        1983.  Constrained by our sincere concern for our human 
        assets, we have moved carefully, considering each 
        decision.  We looked at mounting cost pressures and our 
        imbalanced workforce, and considered many approaches.
    
        We saw there were more people in certain areas than there 
        were positions.  We saw that future work would be 
        different.  When the work changed, certain jobs went 
        away.
    
        For example, Customer Service has changed dramatically.  
        Systems are now a thousand times more reliable and they 
        virtually tell us how to fix them.  The result is that 
        the work of customer service engineers is different; it 
        requires fewer people with different levels of skill.  
    
        Manufacturing no long requires the same number of 
        assemblers because engineering designed out the need for 
        assembly in the manufacturing process.
        
        Market realities forced the realization of change and 
        that Digital's workforce needs had changed.  We had to 
        find options to provide people with choices for doing 
        meaningful work.  The transition process deals with the 
        issues of changed work in a changed marketplace.   Our 
        core values always guide us in our decisions and actions.
    
        To balance business success with our values.  That is our 
        challenge.  When we don't spend the time with our newer 
        employees to help them assimilate our values, we fail 
        them.  When people don't have meaningful work, we fail 
        them.  When we can't give people the chance to work to 
        their potential, we fail them.  In such conditions, our 
        values demand that we, whenever possible, offer people a 
        choice.  That choice has become known as transition.  
    
        If you reflect, I think you will agree with me that none 
        of us wants the company to be engaged in transition, but 
        we are---with the primary thrust is redeployment within 
        Digital, reskilling and retraining where necessary, it is 
        being carried out with our core values intact.  In every 
        case, we are honestly trying to do 
        the right thing.
        
        Some people in the U.S. who have been offered our 
        Transition Financial Support Option have taken it.  
        Others will follow.
        
        By the time the current phase of transition ends on July 
        2nd of this year, over 2000 employees will have selected 
        the Transition Financial Support Option.  Decisions are 
        being made on a business-by-business basis.  Future plans 
        will be based on business conditions and directed by 
        departmental human resource plans.
    
        Change is constant.  How can we change in a way that's 
        best for everyone?  The clear, simple answer is better 
        planning.  You know, it wasn't raining when Noah built 
        the Ark.  Noah responded to signs that nobody else 
        heeded.
    
        We need to think about the human resources of the company 
        in a different way. We need to be clearer on where we see 
        the business going and plan ways to get there by 
        maximizing the potential of our workforce....
        
        Maximize the potential of our workforce!  What does that 
        mean?  How do you do that?  It's not something you do to 
        people!  Only people can maximize themselves.  We have to 
        find ways to help them do that.  It takes real 
        leadership.  You have to show the overall picture so 
        people can see how their pieces fit in.  This way, most 
        of the time, people can and will do the right thing.
    
        The opposite of maximizing points to another workforce 
        issue:  firing.  Some people feel that our current 
        termination policies have too much red tape because you 
        have to put somebody on notice before you fire them.  
        Well, I think it would be morally reprehensible and 
        legally questionable to fire someone without warning or 
        notice.  But on the other hand, poor performance and 
        serious work rule violations must be dealt with.
    
        Corrective Action and Discipline Policy might need 
        revisions, but we remain committed to ample time frames 
        for an employee to understand and improve his or her 
        performance.  Managing performance is a difficult but 
        critical process in a time when work is going away in 
        certain parts of the company.
        
        Historically we have grown fast and made large profits.  
        Planning to meet future business needs was a luxury we 
        couldn't afford.  There was too much work for everyone to 
        do each day.  We couldn't spare any of them for formal 
        development.  So we added more and more people to solve 
        the problem.  We believed we would continue to grow so 
        fast that there would always be meaningful work for every 
        employee we had and could possibly hire.
    
        Obviously that is not true today.  Management needs to 
        change the way it thinks about people and costs.  
        Employees need to change the way they think about work.  
        All this has to happen without losing our values and 
        sense of principles in the process.
    
        It's already happening.  Many employees have flexibly 
        taken on new assignments.  Career Opportunity Days in the 
        U.S. Field have helped place over 700 people from other 
        areas in sales and sales support roles.  4000 employees 
        in Manufacturing have been retrained and redeployed.  And 
        several hundred employees have changed jobs through a new 
        emphasis on integrated services under the Enterprise 
        Integration Services organization.
        
        Personnel is aggressively working to create an 
        infrastructure for Human Resource Planning.  This will 
        help us do a quality job of staffing and skill mix in the 
        future.
        
        Managers must take the tools and processes that are 
        developed and work with us to ensure that the right 
        people with the right skills at the right time are 
        available to do the work.  So we need to anticipate our 
        people needs with sufficient lead time to meet them.
    
        In our business, this is no small task.  We're all going 
        to need to think, work together, and communicate with 
        greater clarity and a common vision.  Our task is to 
        balance the needs of the individual and the business 
        through the creation of hiring plans, placement plans, 
        job rotation, training plans, and transition programs 
        where appropriate.
    
        The Human Resources Plan must encompass both short-term 
        and long-term personnel needs for each organization.  
        Managers know their business needs better than anyone 
        else.  They should lead their organizations as if they 
        were running a business, projecting the human resources 
        necessary to meet business needs.  Planning strategies 
        for skills development.  And driving the changes to keep 
        Digital a competitive leader in the industry.
        
        Done perfectly, a human resources plan eliminates the 
        need for downsizing.  It is fully in sync with the 
        business.
        
        Effective human resources management will help Digital 
        attract and retain the best people.  Rapid changes in 
        many areas will require employees to learn continually.  
        Continuous learning will only intensify in the 1990's.  
        Employees will need more ability to define problems, 
        quickly sift and assimilate relevant data, conceptualize 
        and re-organize the information, make deductive and 
        inductive leaps with it, ask hard questions about it, 
        discuss findings with colleagues, work collaboratively to 
        find solutions, and then convince others.  And they'll 
        have to be able to think "globally," with a greater 
        understanding of other languages and cultures.  
    
        Performance evaluations and development will help 
        individuals gain new skills and levels of knowledge.  
        Effective human resources management supports people and 
        encourages them to do their best work.  The way to make 
        human resource programs successful, both from a business 
        perspective and an employee relations point of view, is 
        through communications.
    
        Employees have to be comfortable enough to talk to any 
        individual within the organization who can resolve 
        problems or answer concerns.
        
        One avenue for communication is through the personnel 
        representatives.  Digital is committed to the concept of 
        personnel as an employee representative ... not a 
        management mouthpiece.
        
        A program that personnel can use for self-empowerment is 
        the Open Door Policy.  Digital has always supported 
        employees with its Open Door Policy.  The heart of this 
        practice is to allow employees to take issues to people 
        other than their managers, at various levels of the 
        organization, so issues can be resolved satisfactorily.
    
        As we enter the 1990's, it has become necessary to 
        re-frame the Open Door Policy.  We want to ensure that 
        Digital's values are still being adhered to in this 
        program especially, during a time of organizational and 
        business change.  Fear of retaliation, subtle or overt, 
        must not exist.  We want employees to take advantage of 
        opportunities for improved communication.
    
        The revised Open Door Policy calls for a designated 
        resource in each major organization.  This "resource" is 
        there to make sure employee's issues are addressed and 
        that there's no retaliation against employees.  A 
        Corporate Open Door resource will remain available when 
        issues can't be resolved at the organizational level.  We 
        are committed to making sure every issue comes to 
        closure.
        
        Digital's ability to meet its long-term business goals 
        and to maintain a competitive edge in attracting and 
        keeping qualified people from an increasingly diverse 
        workforce, depends on our ability to improve the work 
        environment and opportunities for growth.
        
        More than ever before, the Digital of today and tomorrow 
        must be a living expression of the values that shaped the 
        beginning and growth of our enterprise.  How does the 
        spirit that creates an organization get diluted?  
    
        Our challenge is to answer that in daily acts of service.  
        Serving our customers.  Serving the people who depend on 
        us.  Serving our organization as if it were our own.  
        Because it is, collectively, our own.  Unless each one of 
        us takes responsibility, takes pride, takes ownership, 
        takes seriously this company, it will not flower.   It 
        will not be what it can be.  
        
        Our great enemy is mediocrity.  
        
        There is no strength in numbers, if those numbers consist 
        of people who aren't really there.  One half a commitment 
        plus another half a commitment doesn't add up to a whole.  
        And if you multiply it by thousands, it still doesn't add 
        up to a whole.
        
        What we need is people of courage, generosity of spirit, 
        brilliance, compassion, insight, humor, and humility, to 
        go forward.  One fully committed person plus another 
        fully committed person, adds up to more than two.  And if 
        you multiply that by thousands, you begin to scratch at 
        the surface of the force for change that this Digital is. 
    
        Our values are not these words that I've said today, our 
        values are what lies behind and speaks through the 
        actions we take.  Digital is founded on values, and its 
        future lies in the fullest re-expression of those values 
        in the hot forge of the present.  
    
        Doing the right thing has to be invented each moment, by 
        each one of us, in our thoughts and in our acts.  This 
        way lies our future.
        
                    DIGITAL INTERNAL USE ONLY Document
 | 
|  | 
         	***  THIS MEMO IS FROM THE PMC ***
The attached Key Message Program was distributed at the May 3 State of the 
Company meeting.  It covers, in part, some of the information presented 
during the morning portion of the meeting.  The goal of the Key Message 
Program is to help managers be more effective communicators by providing 
some context and facts for incorporation in employee meetings.  The Program
should be useful well into the first quarter of FY91.    
The Key Message Program will also be distributed to editors of employee 
publications next week to help them better position some of the articles 
they prepare for employee newsletters and magazines.
We encourage you to share and circulate this throughout your Personnel and 
line organizations.
                         KEY MESSAGE PROGRAM
                        FOR Q4, FY90 - Q1,FY91
This program is designed to provide consistent, accurate and useful 
information to be shared with employees at all levels during the 
fourth quarter of FY90 and into the first quarter of FY91.
It has multiple delivery systems and was initiated in the third and
fourth weeks of April with the Q3 results, announcements about 
transition and the stock repurchase, and the "Digital Quarterly 
Report".  Other delivery systems include:
    - week of April 30 -- MGMT MEMO covering many of these issues 
                          is distributed
      		       -- two-hour live telecast of the State of 
                          the Company Meeting
                       -- People attending the State of Company 
                          are given copy of outline 
    - week of May 7    -- Key Message Outline is distributed to 
                          managers and internal newsletter 
                          editors
    - mid May thru Aug.-- normally scheduled quarterly meetings, 
                          articles in geography and local 
                          newsletters and LIVE WIRE, MGMT MEMOs, 
                          and two "DQRs" cover most of these 
                          topics 
    - June and Sept.   -- DECWORLD, the magazine, will include 
                          pertinent articles 
 
       
In addition, the Executive Partners Program (EPP) will give the 
attached presentation outline to its participants for their use 
in preparation for employee meetings, which they will be asked to 
proactively include in their EPP travels beginning in early May. 
The Key Message Program Goals Are To: 
    
    - help managers be more effective communicators
    - acknowledge reality and show pathways to continued success
    - provide consistent and accurate information to help put
      on-going decisions in context
    - provide a balanced view of the company
    - energize employees and improve their knowledge of and 
      confidence in the company
    - help employees position the company in a positive manner             
      with customers and in the communities where they live
    - as an end result, help improve morale
                KEY MESSAGE PROGRAM OUTLINE     
                       Q4, FY90 - Q1, FY91
A.  FUNDAMENTAL CHANGES IN TECHNOLOGIES, CUSTOMER AND MARKET 
    REQUIREMENTS CONFRONT DIGITAL 
    - Customers are moving toward complete systems and away from 
      the purchase of single-solution components like hardware 
      and software.  This means Digital has to provide a complete 
      product and service offering, which includes planning, 
      developing, implementing and managing within the customer 
      environment as we work to help them solve more complex 
      problems across multiple departments and geographies. 
      Customers also buy at all levels of integration -- from 
      components to systems.  Hence, quality and excellence are
      required in all we sell and service.
    - Customers want more performance and value at less price 
      because they understand that the right combination of price 
      and performance provides a competitive edge.  Semiconductor 
      technology, developed in the mid-1980s, is improving 
      price/performance at about 50% a year.  
    - These rapid technology changes require new sets of skills 
      to create, manufacture, and maintain our products.  
    - Some market areas are growing more slowly than others 
      -- Continued weakness in the U.S. economy 
      -- New opportunities in GIA and Europe, particularly in the 
         Pacific Rim and Eastern and Central Europe 
      -- The challenge of 1992 in Europe
    - Competition is fierce, which while challenging, makes it 
      harder and harder to increase our market share.  Instead of 
      growth rates of 15-20% per year, the industry, in total, is 
      growing at 8-12% a year.  At the same time, we must put 
      more people closer to the customer, and have a 
      customer-oriented attitude throughout the company.
    - Changes in technology and the marketplace require Digital 
      to be more agile and adaptable.  We must be quick to 
      respond to trends and customer requirements.
B.  WHAT ALL THESE CHANGES IMPLY FOR DIGITAL'S FUTURE STATE 
    - Closer relationships with customers and third-parties, 
      leading to partnerships and risk sharing. 
    - Putting decision-making closer to customers so we can 
      deliver solutions that respond to their needs faster. 
    - Global mindsets that enable us to help customers solve 
      business problems no matter where they occur. 
        
    - Constant innovation and technological leadership 
    - Creative and competitive alliances, such as Motorola, 
      Apple, Tandy, MIPS Co. and Cray.
    - Constant openness to and the creation of new business 
      opportunities. 
    - Employees with the right skills in the right place and at 
      the right time and, hence, the programs to give employees 
      the opportunity and training needed to move to needed work.
    - High quality, informed employees who are motivated, 
      committed and understand how they contribute to Digital's 
      success.  To help with this, we need to build upon our 
      basic core values of honesty, trust, openness, innovation, 
      and respect for the individual.
C.  TODAY'S FINANCIAL CHALLENGES 
    - Revenue growth has slowed from the levels of recent years
      -- The U.S. market is soft. 
      -- The strengthening of the dollar has unfavorably impacted 
         European and GIA revenue.
      -- Increasing competition and technological innovation have 
         combined to put downward pressure on prices.
    - At the same time, some costs of doing business are 
      increasing
      -- Shorter product life cycles demand higher development 
         investments in order for Digital to maintain market 
         competitiveness and technological leadership.
      -- As we focus on selling solutions, the selling process 
         becomes more complex, creating a need for greater sales 
         support resource levels.
      -- As the industry has changed, workforce imbalances have 
         occurred, necessitating retraining, relocation, and 
         restructuring.
      -- Shorter product life cycles require greater frequency and 
         more depth in our employee training, particularly, in our 
         sales training programs. 
    - We are beginning to make progress in reducing our cost 
      structure, but further efforts are needed.  Revenue growth 
      will not provide the total solution.  Thus, the challenge 
      remains to further reduce our cost structure.
    - We must look hard at the work we do as well as the way we 
      do it.
      -- We must look critically at all the work we do and 
         eliminate all unnecessary activities.
      -- We must strive for increased efficiency and 
         productivity, while not sacrificing critical work 
         efforts.
    - Our balance sheet remains very strong with a cash balance
      of $2.2 billion at the end of Q3.  (Some of this cash will
      be used to repurchase five million shares of common stock.)
    - Successfully reducing our cost structure while we continue 
      to introduce outstanding products and achieve a high level 
      of customer satisfaction will enable us to be the world's 
      best vendor in a challenging industry and business 
      environment.
      -- Also by reducing our cost structure, we will provide a    
      better model to demonstrate the value of Digital's style    
      of computing. 
D.  DIGITAL'S STRENGTHS INCLUDE
    - Our people are of the highest caliber and are our most 
      valued asset.
    - Thousands of long-term and loyal customers. 
    - Our leadership in service is unsurpassed. 
    - Technological leadership in areas where we believe we can 
      add significant value (i.e., networking, integration 
      services, workstations, operating systems and databases).
    - We're the second largest computer vendor in the world, but 
      have steady and strong competition for that position in 
      various market areas.
    - We just moved from the 30th to the 27th largest company on 
      the Fortune 500 List.
    - A commitment to the long-term as evidenced in significant 
      investments in new facilities and equipment, sales, sales 
      support and systems integration expertise as well as in 
      research and engineering (i.e., an average per annum 
      investment in R&E in excess of 10% of revenue for the last 
      several years, and which equaled $1.5 billion in FY89).
    - Historical core values of honesty, trust, openness, 
      innovation and respect for the individual; all of which 
      motivate a committed and loyal employee population.
      To maintain this strength, we must behave as we say we will 
      behave and reinforce the important effect of these values 
      on the company's success.
    - A wide array of cooperative relationships, such as CSOs, 
      OEMs and allies that give customers choice in how to access 
      and use our product and service offerings.
    - A positive cash balance of $2.2 billion (at end of Q3, 
      FY90). 
    - Virtually no debt.
    - Complete family of products and services, and a product 
      strategy that integrates both VMS and Unix-based systems, 
      as well as other popular software systems that run on IBM's 
      personal computers and Apple's Macintosh. 
E.  WHAT IS TRANSITION IN THE U.S.?
    Because of the many changes occurring in the industry and 
    marketplace, we must constantly review the traditional profit 
    formula
                  (Profit = Revenues - Expenses)
    
    and determine what internal structural alterations will allow 
    us to remain an industry leader. 
    - Transition in the U.S., therefore, is an on-going, 
      clearly-defined formal program designed to deal with 
      workforce imbalance.  
    WHY IS TRANSITION IN THE U.S. IMPORTANT? 
    - Like other companies, Digital from time-to-time finds 
      itself with workforce imbalances, which may result from 
      having too many people in some places and too few in 
      others, in order to meet the work needs at a given place.
    - Periodically, Digital has more employees than current or 
      forecasted business can support. In addition, jobs and 
      requisite skills are not always appropriately located to 
      maximize business opportunities and meet work requirements. 
    - A number of new and evolving businesses are experiencing 
      critical skill shortages while, in other areas, work 
      requirements are changing or disappearing.
      -- In the U.S. Field, over 1,000 open jobs currently exist, 
         and a new line of business called Enterprise Integration 
         Services is constantly creating new opportunities, many 
         of which are located on customer sites.
    - Since 1983, transition options have typically included:
      -- redeployment, including relocation
      -- retraining
      -- temporary assignment
      -- and, historically, some offerings have also included a  
         financial support package to help employees, who choose 
         to leave Digital, to move into the next phase of their 
         lives. 						 
    
    - Outplacement is a possible option and/or outcome of 
      transition, as is downsizing, which results in an overall 
      reduction of the number of employees in the company.  
    - Downsizing is meant to be done in a thoughtful and 
      value-based manner. 
WHAT IS THE ROLE OF U.S. MANAGERS IN TRANSITION?
    - Conduct business and workforce analyses to identify work 
      and skills critical to current and future business.
    - Identify work and skills that are no longer necessary, and 
      then to identify the employees performing that work or 
      possessing those skills.					 
    - Make sure their plans are reviewed by the appropriate 
      pre-implementation, cross-organizational committees.  This 
      will help make sure their plans are in context and meet the 
      objectives of the company, as well as the organization in 
      which they are to be implemented. 
    - Communicate clearly with their employees and answer all 
      questions that might arise.
    - Assist employees whose jobs are eliminated to identify 
      other job opportunities within Digital that they might be 
      able to fill.
    - Be flexible in accepting employees whose jobs have been 
      eliminated, and provide reasonable support to those 
      employees so they can develop new skills required for new 
      jobs. 
    WHAT ARE U.S. TRANSITION PROCEDURES AFTER IMPLEMENTATION 
    PLANS ARE APPROVED? 
    - Explain the approved plan, answer employees' questions, and 
      find out which employees select a financial support 
      package, if one is offered. 
    - Options currently available to employees, who volunteer or 
      are selected for transition, can include redeployment to 
      other jobs within Digital, training if necessary to perform 
      an identified new job, and external job placement.
    - Employees who decide to seek redeployment under current 
      transition plans  
      -- determine up front if they are willing to relocate.
      -- all employees are expected to accept an appropriate job 
         that doesn't require relocation.  An employee who 
         rejects an offer for an appropriate job, which doesn't 
         require relocation, is considered to have voluntarily 
         resigned. 
      -- an employee who is willing to relocate may reject one 
         offer for an appropriate position that requires 
         relocation.  However, if that employee rejects a second 
         offer for an appropriate position that requires 
         relocation, he or she will be considered to have 
         voluntarily resigned. 
      -- employees who do not receive job offers within a 
         specified time period become available for temporary 
         assignment within the company.  Temporary assignments 
         are not voluntary.
    - Generally, training is an option when an employee has a 
      regular job that he or she will fill upon completion of the 
      training. 
    - In the phase of transition, which ends July 2, 1990, a 
      Transition Financial Support Option (TFSO), is one of the 
      available options. 
      If offered, employees currently have a limited amount of 
      time to decide to accept it. This TFSO currently provides: 
      -- a lump-sum payment equal to a minimum of 40 weeks pay 
         and a maximum of 104 weeks pay, depending on an 
         employee's length of service.  
      -- a continuation of an employee's current level of 
         medical, dental and life insurance for up to a year.
      -- optional formal outplacement assistance. 
      -- a five-year acceleration of stock options, for those 
         with restricted stock options.				 
F.  DIGITAL'S FORWARD MOMENTUM INTO THE DECADE IS EVIDENCED BY
    - Customers View Us in New and Innovative Ways
    - Entry into New Markets
    - New Products such as the VAX 9000 Series 
    - DECWORLD '90
    - Involved and Flexible Employees
    - Give own examples 
G.  CUSTOMERS VIEW US IN NEW AND INNOVATIVE WAYS
    - Customers look to us for business partnerships, where we 
      offer our systems integration and technological skills to 
      help them solve their business problems.  They expect us to 
      provide them with the skills needed to help them do any or 
      all of the following:  plan, design, implement and manage 
      the solutions to their business problems.
      -	 Kodak, for example, has asked some of their key suppliers 
         to manage functions that they had previously managed.  As 
         a result, Digital has been awarded the Telstar contract 
         and, hence, we manage Kodak's voice and data networks. IBM 
         is managing Kodak's mainframe data centers.
      -	 Boeing Sheet Metal, has charged Digital with reducing the     
         sheet-metal cycle time from nearly 30 days to less than   
         one week.  To win this project, for which we are the prime 
         contractor, we worked with multiple third-party software 
         and service vendors.  
H.  ENTERING NEW MARKETS
    New products and services -- from workstations up through the 
    VAX 9000 series -- help us enter new markets.  The opening of 
    new marketplaces, such as Eastern Europe, are also critical 
    opportunities for Digital.
    - The VAX 9000 systems open up the mainframe computing market 
      for Digital
    - The VAXft 3000 opens new business opportunities in the 
      transaction processing, process control and 
      telecommunications markets by adding a fault-tolerant CPU 
      to our product line. 
    - The DECstation 5000 and DECsystem 5000 significantly expand 
      our ability to compete in the workstation market,  
      particularly with 3-D graphics.
    - Our distributed database systems allow customers to 
      integrate their enterprises by allowing them to access 
      heterogeneous databases.
    - The opening of political and economic options within 
      Central Europe and other emerging communities creates 
      tremendous opportunity for companies that get established 
      in these locations.   Digital has already announced a 
      subsidiary in Hungary, an intention to do business in East 
      Germany, and is working on finalizing legal and political 
      steps required to do business in other countries. 
I.  THE VAX 9000 SERIES 
    The VAX 9000 series opens up the mainframe market to Digital.  
    The first customer ship took place on April 5.  
             
    - In Q1, FY91
      -- VAX 9000, Model 410/420 systems, will ship.
    - Some VAX 9000 Customers
      -- Litel Telecommunications Corp. -- will use VAX 9000, 
         Model 210, computer for financial billing and business 
         operations.  Decision criteria included:  low cost of 
         ownership and ease of integration into their distributed 
         network. 
      -- Cornell University -- will use VAX 9000, Model 420, 
         computer to perform high-energy physics analysis in its 
         Laboratory of Nuclear Studies.  Decision criteria 
         included: price/performance and VMS functionality.  The 
         competition was Convex and IBM.
J.  DECWORLD '90
    - Premier, quality customer program distributed worldwide 
      with events in North America, Asia, Australia and Europe 
      taking place between July and November
    - Overall Message:  Digital offers Innovation That Works 
    - Goals: 
      -- Build market demand
      -- Expand awareness of Digital's difference to new users
      -- Shorten the selling cycle 
    - Format:  
      -- Ten Discover Centers containing in-depth strategic and 
         interactive seminars, demonstrations and workshops
      -- Seven, three-day programs planned for 3,500 customers 
         and sales people per program 
      -- Applications, supporting technologies, IS focus 
    - Features:
      -- Real solutions to customer's real-world business 
         problems
      -- State-of-the-art information technology solutions 
         providing innovation, choice and responsiveness 
      -- Participation, learn by doing, stimulate insights and 
         cultivate solutions
    - Key Customer Issues Addressed:
      -- Lead and stay ahead of the competition
      -- Take advantage and profit from change
      -- Build service superiority
      -- Take advantage of worldwide market developments
      -- Leverage technology to consolidate existing businesses 
         or develop new ones
      -- Manage a multi-vendor computing environment
      -- Reduce the total cost of information technology 
         investments
    - Customer Benefits:
      -- Receive high-quality education on Digital's unique 
         application of Information Technology to solve business 
         problems
      -- Discover and understand how Digital's innovative 
         solutions can be implemented now
K.  INVOLVED AND FLEXIBLE EMPLOYEES 
    - Employee Involvement Programs under the corporate umbrella 
      called "You Make A Difference", such as "Delta" in the U.S. 
      and "I Want To Contribute" in Europe have already provided 
      hundreds of ideas and initiatives in FY90.  
    - Many have saved Digital money:  
      -- 27 initiatives alone are projected to save Digital about 
         $21 million annually
      -- Three examples:
         - $1,000,000  SSMI-SCA(South Central) - by utilizing a 
           single vendor for travel
      	 - $606,000 Europe-Geneva - by changing flight times of 
           air shuttle from Geneva to Valbonne
      	 - $140,000  Corp. Finance Reporting - by using videotex 
           (VTX) as an alternative to hard-copy distribution of 
           accounting reference information
    - Some have improved the way we work:
      -- Eliminate unnecessary time-consuming steps in some 
         administrative support areas, such as copying 
         unnecessary items such as Traveletter stubs in the U.S. 
         Field. 
      -- Teams, groups, and new quality methods are producing 
         exciting ideas and improving the quality of our 
         products.
      -- Small Group Improvement Activities (SGIAs) are creating 
         self-managed groups, high-performance work systems, and 
         quality programs.
    - Employees helping Digital people 
      -- Natural disasters bring out the best in our people.  
         Hurricane Hugo and the earthquakes in California and 
         Australia brought out volunteers and their donations of 
         time and money. 
    - Employees giving a hand in their communities 
      -- From volunteering at soup kitchens to help the homeless, 
         to taking part in walk-a-thons and bike-a-thons to raise 
         money for their favorite charities, Digital employees 
         reach out and give their time and money to others. 
    - Employees have taken on new and significant assignments
      -- Career Opportunity Days in the U.S. Field have helped to 
         place over 700 people from other areas in sales and 
         sales support roles.
      -- Over the last few years, about 4,000 employees in 
         Manufacturing have been retrained and redeployed.
      -- Several hundred employees have found new jobs on sites 
         working in new opportunities that have opened up because 
         of the new emphasis on integrated services under 
         Digital's Enterprise Integration Services organization. 
           
Prepared by Corporate Employee Communication with the help
of the Employee Communication Committee in April, 1990.
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