|  |     The following (lengthy) document was distributed to my organization on
    22-May.  I hope it answers some questions for you.  About 2/3 of the
    way in, the company-wide Transition plan is described.  "Individual
    implementations may vary, please see your management for details."
    
    dlw
    
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         	***  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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