DELL COMPUTER CORPORATION DEFERRED COMPENSATION PLAN AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 2002

1.1

Definitions . Where the following words and phrases appear in the Plan, they shall have the respective meanings set forth below, unless their context clearly indicates to the contrary.

(1)

Account(s) : A Participant’s Compensation Deferrals Account and Company Credits Account, if any.

(2)

Affiliate : Each trade or business (whether or not incorporated), which together with Dell Computer Corporation would be deemed to be a “single employer” within the meaning of Code Section 414(b), (c), (m), or (o).

(3)

Base Salary : A Participant’s gross base salary payable in the ordinary course of business under the Company’s payroll system and not any periodic bonuses.

(4)

Base Salary Deferrals : Base Salary deferred by a Participant pursuant to Section 3.1.

(5)

Bonus : The Annual Incentive Compensation Bonus, if any, paid in cash by the Company to or for the benefit of a Participant for services rendered or labor performed while a Participant. For purposes of this Plan, the term Bonus expressly excludes any bonuses received under any other compensation or bonus plan sponsored by the Company.

(6)

Bonus Deferrals : Bonus deferred by a Participant pursuant to Section 3.1.

(7)

Bonus Year : The period ending on the last day of each fiscal year; provided, however, that the Bonus Year may be changed by the Committee to reflect the twelve month period used by the Company under the Annual Incentive Compensation Bonus program for each group of Eligible Employees hereunder, if any.

(8)

Change of Control : The earliest to occur of any of the following:

(a)

The acquisition by any person of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934 (“Exchange Act”)) of 20% or more of either (i) the then outstanding shares of stock or (ii) the combined voting power of the then outstanding voting securities of Dell Computer Corporation; provided, however, that for purposes of this Paragraph (a), the following acquisitions shall not constitute a Change of Control: (i) any acquisition directly from Dell Computer Corporation, (ii) any acquisition by Dell Computer Corporation, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by Dell Computer Corporation or any corporation controlled by Dell Computer Corporation, (iv) any acquisition by Mr. Michael S. Dell, his “affiliates” (as defined in Rule 12b-2 promulgated under the Exchange Act) or “associates” (as defined in Rule 12b-2 promulgated under the Exchange Act), his heirs, or any trust or foundation to which he has transferred or may transfer stock (collectively, “Michael Dell”), or (v) any acquisition by any corporation pursuant to a transaction which complies with clauses (1), (2), and (3) of Paragraph (c) of this Section 1.1(6); or

(b)

Individuals who constitute the Incumbent Board (as later defined) cease for any reason to constitute at least a majority of the Directors; or

(c)

Approval by the stockholders of Dell Computer Corporation of a reorganization, merger, or consolidation, or sale or other disposition of all or substantially all of the assets of Dell Computer Corporation, or the acquisition of assets of another corporation (a “Business Combination”), unless following such Business Combination (i) all or substantially all of the persons who were the beneficial owners, respectively, of the outstanding

stock and outstanding voting securities of Dell Computer Corporation immediately prior to such Business Combination beneficially own, directly or indirectly, immediately following such Business Combination more than 60% of the then outstanding shares of common stock and more than 60% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns Dell Computer Corporation or all or substantially all of Dell Computer Corporation’s assets either directly or through one or more subsidiaries), (ii) no person (excluding any employee benefit plan (or related trust) of Dell Computer Corporation, such corporation resulting from such Business Combination, and Michael Dell) beneficially owns, directly or indirectly, 20% or more of the then outstanding shares of common stock of the corporation resulting from such Business Combination or 20% or more of the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination, and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board (as later defined) at the time of the execution of the initial agreement, or of the action of the Directors, providing for such Business Combination; or

(d)

Approval by the stockholders of Dell Computer Corporation of a complete liquidation or dissolution of Dell Computer Corporation.

For purposes of this Section, “Incumbent Board” shall mean the individuals who, as of the Effective Date, constitute the Directors; provided, however, that any individual becoming a Director, subsequent to such date whose election, or nomination for election by Dell Computer Corporation’s stockholders, was approved by a vote of at least a majority of the Directors then comprising the Incumbent Board shall be considered a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of Directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Directors.

(9)

Code : The Internal Revenue Code of 1986, as amended from time to time.

(10)

Committee : The administrative committee appointed by the Directors to administer the Plan.

(11)

Company: Dell Computer Corporation, a corporation organized and existing under the laws of the State of Delaware, or its successor or successors

(12)

Company Credits : The amount, if any, credited to a Participant’s Company Credits Account pursuant to Section 3.2.

(13)

Company Credits Account : A hypothetical account for each Participant to which is credited his Company Credits pursuant to Section 3.2, and which is credited with (or debited for) such account’s allocation of net income (or net loss) as provided in Section 4.3.

(14)

Compensation : A Participant’s Compensation shall include all the items in Section 14(a) below and exclude all the items in Section 14(b) below:

(a)

All of the following items shall be included:

•

The total of all wages, salaries, fees for professional services, and other amounts received by a Participant in cash or in kind for services actually rendered in the course of employment with the Employer while a Participant and an Employee to the extent such amounts are includable in gross income (but determined without regard to the exclusions from gross income under sections 931 and 933 of the Code);

•

In the case of a Participant who is an employee within the meaning of section 401(c)(1) of the Code and the Treasury regulations thereunder, the Employee’s earned income (as described in section 401(c)(2) of the Code and the Treasury regulations thereunder) determined without regard to the exclusions from gross income under sections 931 and 933 of the Code;

•

Foreign earned income (as defined in section 911(b) of the Code) whether or not excludable from gross income;

•

Amounts described in sections 104(a)(3), 105(a), and 105(h) of the Code, but only to the extent these amounts are includable in the gross income of the Participant;

•

The value of a non-qualified stock option granted to the Participant by the Employer, but only to the extent that the value of the option is includable in the gross income of the Participant for the taxable year in which it is granted;

•

The amount includable in the gross income of the Participant upon making an election described in section 83(b);

•

Elective contributions made on a Participant’s behalf by the Employer that are not includable in income under section 125, section 402(e)(3), section 402(h), section 403(b), or 457 of the Code; and

•

Any amounts that are not includable in the gross income of a Participant under a salary reduction agreement by reason of the application of section 132(f) of the Code.

(b)

All of the following items shall be excluded to the extent they would otherwise be included:

•

Reimbursements and other expense allowances;

•

Cash and noncash fringe benefits;

•

Moving expenses;

•

Deferred compensation under any plan or program other than as specifically included in Section 1.1(i)(1)(vii);

•

Welfare benefits;

•

Employer contributions to or payments from this or any other deferred compensation program, whether such program is qualified under section 401(a) of the Code or nonqualified;

•

Amounts realized from the exercise of a stock option that is not an incentive stock option within the meaning of section 422 of the Code;

•

Amounts realized at the time restricted stock or property is freely transferable or no longer subject to a substantial risk of forfeiture in accordance with section 83 of the Code;

•

Amounts realized from the sale, exchange, disqualifying disposition or other disposition of stock acquired under an incentive stock option; and

•

Any other amounts that receive special tax benefits under the Code, such as premiums for group life insurance (but only to the extent such premiums are not includable in the gross income of the Participant).

(15)

Compensation Deferrals : Base Salary Deferrals and Bonus Deferrals.

(16)

Compensation Deferrals Account : A hypothetical account for each Participant to which is credited his Compensation Deferrals pursuant to Section 3.1, and which is credited with (or debited for) such account’s allocation of net income (or net loss) as provided in Section 4.3.

(17)

Directors : The Board of Directors of Dell Computer Corporation.

(18)

Disability : A physical or mental condition which, as determined in the sole discretion of the Committee, totally and presumably permanently prevents a Participant from engaging in any substantial or gainful employment; provided, however, that an individual shall be deemed to be disabled if he is determined to be disabled under the terms of the Dell Computer Corporation 401(k) Plan.

(19)

Effective Date : January 1, 2001, except as otherwise provided herein.

(20)

Election Date : (i) With respect to Base Salary, January 1 ^st of each Plan Year, or such earlier date as may be designated by the Committee, and (ii) with respect to Bonuses, two weeks prior to the last day of the Company’s third fiscal quarter, or such earlier date as may be designated by the Committee.

(21)

Employee : Any individual on the payroll of an Employer (i) whose wages from the Employer are subject to withholding for purposes of Federal income taxes and for purposes of the Federal Insurance Contributions Act, (ii) who is included within a “select group of management or highly compensated employees,” as such term is used in ERISA Section 401(a)(1), and (iii) who is designated by the Committee as eligible to participate in this Plan.

(22)

Employer or Participating Employer : The Company and any Affiliate of the Company to the extent that (i) an Employee of such Affiliate is a Participant hereunder and (ii) the Affiliate has adopted the Plan in accordance with the provisions of Article XI.

(23)

ERISA : Public Law No. 93-406, the Employee Retirement Income Security Act of 1974, as amended from time to time.

(24)

Investment Fund(s) : The investment fund(s) designated by the Committee from time to time for the hypothetical investment of a Participant’s Accounts pursuant to Article V.

(25)

Participant : An Employee participating in the Plan in accordance with the provisions of Section 2.1.

(26)

Plan : The Dell Computer Corporation Deferred Compensation Plan, as amended from time to time.

(27)

Plan Year : The twelve-consecutive month period commencing January 1 of each year.

(28)

Retirement Date : The date upon which a Participant attains sixty-five years of age.

(29)

Trust or Trust Fund : The fund consisting of funds, investments and properties, if any, held pursuant to the provisions of the Trust Agreement, together with all income, profit, and increments thereto.

(30)

Trust Agreement : The Dell Computer Corporation Deferred Compensation Trust, entered into between the Company and the Trustee pursuant to Section 10.3, as such agreement may be amended from time to time.

(31)

Trustee : The corporation, individual or individuals appointed by the Directors to administer the Trust Fund in accordance with the terms of the Trust Agreement.

(32)

Unforeseeable Financial Emergency : An unexpected need of the Participant for cash, which (i) arises from an illness, casualty loss, sudden financial reversal, or such other unforeseeable occurrence that is caused by an event beyond the control of the

Participant, (ii) would result in severe financial hardship to the Participant if his Compensation Deferral election was not canceled pursuant to Section 3.1(c) or if a withdrawal pursuant to Section 7.1 was not permitted, and (iii) is not reasonably satisfiable from other resources of the Participant. Cash needs arising from foreseeable events, such as the purchase of a house or education expenses for children, shall not be considered to be the result of an Unforeseeable Financial Emergency.

(33)

Valuation Dates : Each day the New York Stock Exchange is open for business.

(34)

Vested Interest : The percentage of a Participant’s Accounts that, pursuant to Article VI, is vested.

(35)

Vesting Service : With respect to each Participant, “Vesting Service” as defined and credited under the Dell Computer Corporation 401(k) Plan.

1.2

Number and Gender . Wherever appropriate herein, words used in the singular shall be considered to include the plural, and words used in the plural shall be considered to include the singular. The masculine gender, where appearing in the Plan, shall be deemed to include the feminine gender.

1.3

Headings . The headings of Articles and Sections herein are included solely for convenience, and if there is any conflict between such headings and the text of the Plan, the text shall control.

2.1

Participation .

(a)

Prior to the first day of each Plan Year, the Committee, in its sole discretion, shall select and notify those Employees who are newly eligible to become Participants as of such date. Any such eligible Employee may become a Participant on such date or on the first day of any subsequent Plan Year (with respect to Base Salary deferrals) or as of the first day of any Bonus Year (with respect to Bonus deferrals) by executing and filing with the Committee, prior to the applicable Election Date, the enrollment form prescribed by the Committee.

(b)

Notwithstanding Subsection (a) above, if an individual is designated by the Committee as an Employee following the first day of a Plan Year (with respect to Base Salary deferrals) or prior to the Election Date for a Bonus Year (with respect to Bonus deferrals), such eligible Employee may elect to become a Participant as follows:

(1)

with respect to Base Salary deferrals, by filing an election with the Committee during the thirty (30)-day period commencing on the date of such selection or prior to the Election Date for any subsequent Plan Year; and

(2)

with respect to Bonus deferrals, by filing an election with the Committee during the thirty (30)-day period commencing on the date of such selection or prior to the Election Date for any subsequent Bonus Year, provided, however, that an individual designated as an Employee after the first day of the fourth fiscal quarter of the Company shall not be permitted to file an election for such Bonus Year.

(c)

Once an individual has been designated as an Employee and commences Plan participation, he shall remain a Participant eligible to participate in the Plan each Plan Year or Bonus Year until his participation is terminated in accordance with Section 2.2 or the Committee terminates his designation as an Employee under this Plan.

2.2

Termination of Participation . Notwithstanding any provision herein to the contrary, an individual who has become or is entitled to become a Participant of the Plan shall cease to be or be entitled to be a Participant effective as of the earliest to occur of (1) the date the Participant is no longer employed by the Company or (2) any earlier date designated by the Committee and communicated to the affected individual prior to the effective date of such action.

2.3

Reemployment of a Participant . A Participant who terminates employment with the Company and is subsequently rehired by the Company shall not be entitled to commence or continue participation in the Plan unless and until he is again eligible to become a Participant in accordance with Section 2.1. In the case of such a rehired Participant, his recommencement of Plan participation, if any, shall be considered as his initial commencement of participation for purposes of the Plan.

3.1

Participant Compensation Deferrals . Each Participant may elect to defer a portion of his Compensation in accordance with this Section. Compensation not deferred by a Participant pursuant to this Section shall, for purposes of this Plan, be received by such Participant in cash.

(a)

Base Salary Deferrals .

(1)

Each Participant may elect to defer receipt of an integral percentage of from 1% to 50% of his Base Salary for any Plan Year under the Plan as Base Salary deferrals. Notwithstanding the preceding, the Committee may, by resolution, provide that the maximum deferral limit for certain groups of Participants shall be less than fifty percent (50%). Such election must be made in the form and within the time period required by the Committee.

(2)

A Participant’s election to defer Base Salary for any Plan Year under the Plan must be made on or prior to the Election Date for Base Salary deferrals.

(3)

If an Employee becomes initially eligible under the Plan following an Election Date, he may make an election to defer Base Salary for the

remaining portion of the Plan Year by filing an election within the thirty (30) day period following the date of his initial eligibility.

(4)

A Participant’s election to make Base Salary deferrals shall become effective as of the Election Date coincident with or next following the date such Participant executes and files with the Committee the form described in Paragraph (1) above. Notwithstanding the foregoing, if a Participant is selected as initially eligible under the Plan following an Election Date, such Participant’s election to make Base Salary deferrals shall become effective as soon as administratively feasible following the date such election is received by the Committee; provided, however, that such election shall apply no earlier than the first day of the payroll period coincident with or next such date.

(5)

The reduction of a Participant’s Base Salary pursuant to this election shall be effected by Base Salary reductions as of each payroll period within the election period.

(6)

A Participant shall be deemed to have elected the same Base Salary deferral percentage pursuant to this Subsection for a Plan Year that was in effect for the immediately preceding Plan Year unless such Participant elects a new deferral percentage for the Plan Year in accordance with Paragraph (1) or cancels his Base Salary deferrals for the Plan Year in accordance with Subsection (c) below.

(b)

Bonus Deferrals .

(1)

Effective as of January 1, 2000, each Participant may elect to defer receipt of an integral percentage of from 1% to 100% of his Bonus for any Bonus Year under the Plan as Bonus deferrals. Such election must be made in the form and within the time period required by the Committee. Notwithstanding any provision hereof, the portion of a Participant’s Bonus which is deferred pursuant to this Subsection shall be subject to withholding for applicable payroll taxes (i.e., amounts required to be withheld under Code Section 3121(v)) and such taxes shall be netted from the portion of his Bonus deferred hereunder.

(2)

A Participant’s election to defer Bonus under the Plan must be made on or prior to the Election Date for Bonus deferrals, and such election shall be irrevocable for such Bonus Year.

(3)

If an Employee becomes initially eligible under the Plan following an Election Date, he may make an election to defer a designated portion of his Bonus for the entire Bonus Year by filing an election within the thirty (30)-day period following the date of his initial eligibility, and such election shall be irrevocable for such Bonus Year. Notwithstanding the preceding, an Employee who becomes initially eligible to participate in the Plan after the first day of the fourth quarter of the Company’s fiscal year shall not be

permitted to make a deferral election with respect to any portion of the Bonus received during such Bonus Year.

(4)

The reduction of a Participant’s Bonus pursuant to this election shall be effected at the time such Bonus is paid to such Participant in one lump sum deferral.

(5)

A Participant’s election to defer a Bonus during a Bonus Year shall not apply to a Bonus paid during any subsequent Bonus Year.

(b)

Cancellation of Base Salary Deferral Election .

(1)

A Participant may cancel his Base Salary Deferral election effective as of the first day of any subsequent payroll period by executing and filing with the Committee the form prescribed by the Committee within the minimum time period prescribed by the Committee. Notwithstanding the preceding, the Committee shall have the right, in its sole discretion, to decline to accept the termination of a Participant’s Base Salary Deferral election. An individual described in the preceding sentence may again elect to make Base Salary Deferrals hereunder in accordance with Subsection (a)(1) above.

(2)

Upon application by the Participant, in the event that the Committee determines that the Participant has suffered an Unforeseeable Financial Emergency, all the Participant’s Compensation Deferral election(s) then in effect shall be canceled as soon as administratively practicable after such determination. If the Participant’s Compensation Deferral election is so canceled, the Participant may again elect to defer a percentage of his Compensation effective as of any subsequent Election Date that is at least twelve (12) months after the effective date of such cancellation by complying with the procedural requirements se