EMC CORPORATION DEFERRED COMPENSATION RETIREMENT PLAN

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Exhibit 10.6

EMC CORPORATION
DEFERRED COMPENSATION RETIREMENT PLAN,

as amended and restated as of May 22, 2008
effective for amounts earned and vested after December 31, 2004

EMC CORPORATION
DEFERRED COMPENSATION RETIREMENT PLAN,

as amended and restated as of May 22, 2008
effective for amounts earned and vested after December 31, 2004

Article 1.    INTRODUCTION

         1.1.     Adoption of Plan .     The EMC Corporation Executive Deferred Compensation Retirement Plan was adopted effective as of January 1, 2001. The Plan was amended and restated on December 5, 2005 and again on May 22, 2008, and is effective, as so amended, for amounts that are subject to section 409A of the Internal Revenue Code (the "Code") by reason of having been earned and vested after December 31, 2004. The name of the Plan was changed from the EMC Corporation Executive Deferred Compensation Retirement Plan to the EMC Corporation Deferred Compensation Retirement Plan on May 22, 2008.

         1.2.     Purpose of Plan .     The Company has adopted the Plan to provide a competitive level of retirement benefits to certain designated employees and directors of the Company or any of its Subsidiaries by allowing them to defer receipt of designated percentages of their Compensation and to provide, in the sole discretion of the Company, Company Credits.

         1.3.     Status of Plan .     The Plan is intended to be "a plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees" within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, and will be interpreted and administered to the fullest extent possible in a manner consistent with that intent.

Article 2.    DEFINITIONS

        Wherever capitalized in this Plan, the following terms are defined as provided below, unless a different meaning is clearly required by the context:

         2.1.  "Account" means, for each Participant, the account established for his or her benefit under Section 5.1.

         2.2.  "Administrator" means the Compensation Committee of the Board as it may be constituted from time to time, or otherwise means a committee composed of members of the Board or officers of the Company as may be appointed by the Board or the Compensation Committee of the Board from time to time.

         2.3.  "Board" means the Board of Directors of the Company, as it may be constituted from time to time.

         2.4.  "Change of Control" means any of the following: (a) a change in the ownership of the Company, (b) a change in the effective control of the Company, or (c) a change in the ownership of a substantial portion of the assets of the Company, each as defined under Code section 409A(a)(2)(A)(v).

         2.5.  "Code" means the Internal Revenue Code of 1986, as amended from time to time. Reference to any section or subsection of the Code includes reference to any comparable or succeeding provisions of any legislation that amends, supplements or replaces the section or subsection.

         2.6.  "Company" means EMC Corporation, a corporation formed under the laws of The Commonwealth of Massachusetts.

         2.7.  "Company Credit" means any amount credited by the Company to a Participant under Section 4.2.

         2.8.  "Company Credit Subaccount" means the subaccount within a Participant's Account to which Company Credits and allocable earnings credits, if any, are credited.

         2.9.  "Company Credit Eligible Employee" means an employee of the Company or any of its Subsidiaries selected by the Administrator as eligible for Company Credits under Section 4.2 from among the group of highly compensated or managerial employees of the Company or any of its Subsidiaries.

         2.10.  "Company Stock" means the Company's common stock, par value $.01 per share.

         2.11.  "Compensation" means any cash bonuses (including Performance-Based Bonuses), cash commissions, restricted stock units ("RSUs"), and directors' fees payable from time to time by the Company or any of its Subsidiaries to a Participant. For each Participant, however, the Administrator in its sole discretion may: (1) determine which specific types of Compensation may be deferred under the Plan by the Participant; or (2) amend this Section 2.11 to cover other types of compensation payable from time to time by the Company or any of its Subsidiaries to a Participant, including, without limitation, salary. Compensation does not include amounts paid to Participants for services performed outside the United States from a non-U.S. payroll due to a transfer of the Participant for business reasons.

         2.12.  "Disabled" or "Disability" means any condition or conditions that (i) meet the definition of those terms under the EMC Corporation Long-Term Disability Basic Plan, and (ii) render a Participant unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or to last for a continuous period of not less than twelve (12) months.

         2.13.  "Elective Deferral" means the portion of Compensation deferred by a Participant under Section 4.1.

         2.14.  "Elective Deferral Subaccount" means the subaccount within the Participant's Account to which Elective Deferrals and allocable earnings credits are credited.

         2.15.  "Elective Deferral Eligible Employee" means an employee of the Company or any of its Subsidiaries selected by the Administrator as eligible to make Elective Deferrals under Section 4.1 from among the group of highly compensated or managerial employees of the Company or any of its Subsidiaries.

         2.16.  "Eligible Employee" means an employee of the Company or any of its Subsidiaries who is a Company Credit Eligible Employee, an Elective Deferral Eligible Employee, or both and who is on a U.S. payroll. An employee is treated as an Eligible Employee as of the date the employee is provided with the opportunity to defer Compensation under the Plan. If the Company or one its Subsidiaries transfers an Eligible Employee's employment such that the employee continues to work for the Company or any of its Subsidiaries but is providing services outside the United States and is no longer on a U.S. payroll, then the Participant shall no longer be an Eligible Employee.

         2.17.  "Eligible Director" means any member of the Board.

         2.18.  "ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time. Reference to any section or subsection of ERISA includes reference to any comparable or succeeding provisions of any legislation that amends, supplements or replaces the section or subsection.

         2.19.  "Identification Date" means each December 31. ^st

         2.20.  "Participant" means any individual who participates in the Plan in accordance with Article 3.

         2.21.  "Performance-Based Bonus" means the definition of performance-based compensation, as defined in the regulations under section 409A(a)(4)(B)(iii).

         2.22.  "Plan" means the EMC Corporation Deferred Compensation Retirement Plan as set forth herein and all subsequent amendments hereto.

         2.23.  "Plan Year" means in the case of the first Plan Year, the period beginning January 1, 2005 and ending on December 31, 2005, and thereafter, the twelve (12)-month period ending each December 31.

         2.24.  "Retirement" means a Participant's Separation from Service resulting from retirement after the Participant has (a) attained fifty-five (55) years of age and completed five (5) years of service with the Company and its Subsidiaries or (b) completed twenty (20) years of service with the Company and its Subsidiaries.

         2.25.  "Separation from Service" means a Participant's death, Retirement, or other "separation from service" as defined under Code section 409A(a)(2)(A)(i). A Separation from Service will not occur when a Participant reduces his hours of employment so long as the reasonably anticipated level of bona fide services performed is greater than or equal to 21% of the average level of bona fide services provided in the immediately preceding thirty-six (36) months (or such shorter period as the Participant shall have performed services).

         2.26.  "Specified Employee" means any Participant who, as of an Identification Date, the Company determines is a specified employee under Code section 409A(a)(2)(B).

         2.27.  "Subsidiary" or "Subsidiaries" means a corporation or corporations in which the Company owns stock, directly or indirectly, and that are in the same "controlled group" of corporations as the Company. "Controlled group" is defined in Code section 414(b), except that a 50% ownership test applies rather than an 80% percent test.

Article 3.    PARTICIPATION

         3.1.     Commencement of Participation .     Any individual who is an Eligible Employee or an Eligible Director and who has elected to defer part of his or her Compensation for the Plan Year in accordance with Section 4.1, or who has been selected by the Company in its sole discretion to receive a Company Credit in accordance with Section 4.2, will become a Participant on the date the election or credit is made.

         3.2.     Continued Participation .     An individual who has become a Participant in the Plan will continue to be a Participant so long as any amount remains credited to his or her Account.

Article 4.    DEFERRALS AND CREDITS

         4.1.   Elective Deferrals .

        (a)   Election to defer.

         (1)    General .    An Elective Deferral Eligible Employee or Eligible Director may elect to defer a designated portion of his or her Compensation to be earned during a Plan Year by filing an election with the Administrator before the first day of the Plan Year in which the Compensation is to be earned. This election will become effective as of the first day of the Plan Year to which it applies. The Administrator has the sole discretion to determine which specific types of Compensation each Participant may defer under the Plan and to set election deadlines, rules for irrevocability of elections, and effective dates for such elections.

        (2)    First Year of Eligibility .    An individual who first becomes an Elective Deferral Eligible Employee or Eligible Director on or after the first day of any Plan Year may elect to defer a designated portion of his or her Compensation to be earned during the Plan Year by filing an election with the Administrator within thirty (30) days after becoming an Elective Deferral Eligible Employee or Eligible Director. This election will be effective as of the thirtieth day after the individual becomes an Elective Deferral Eligible Employee or Eligible Director and will apply only to the extent the Compensation is earned after the initial thirty (30) days of eligibility. Where a Participant ceases to be an Elective Deferral Eligible Employee or Eligible Director and again becomes an Elective Deferral Eligible Employee or Eligible Director, that Participant will be treated as newly eligible and may make the election described in the first sentence of this paragraph (2) if either of the following applies: (i) the Participant was not an Elective Deferral Eligible Employee or Eligible Director for at least twenty-four (24) consecutive months; or (ii) the Participant has been paid all amounts deferred under the

Plan and, as of the date of the last payment, was not an Elective Deferral Eligible Employee or Eligible Director.

        (3)    Performance-Based Bonuses .    Notwithstanding the foregoing, the Administrator, in its discretion, may permit a separate election to defer a Performance-Based Bonus, and such election may be made no later than six (6) months prior to the end of the applicable performance period; provided, however, that such election must be made before the date that the Performance-Based Bonus is readily ascertainable.

         (b)   Nature of Election.

        (1)    General .    Each election under this Section 4.1 for a Plan Year or the balance of a Plan Year must be made on a form (whether written, electronic, or otherwise) prescribed or approved by the Administrator and must be completed and filed with the Administrator. The election form will specify the whole percentage or flat dollar amount of each type of Compensation that is to be deferred for the applicable Plan Year; provided, however, that the Administrator may require that a single percentage apply to certain types of Compensation. The election will generally be effective as of the first day of the Plan Year to which it applies. Elections for initial years of eligibility under Section 4.1(a)(2) are effective as of the thirtieth (30 ^th ) day after initial eligibility. Elections for Performance-Based Bonuses will be effective no later than six (6) months prior to the end of the applicable performance period.

        (2)    Time and Form of Distribution .    Each Participant must indicate on the election form when the amount to be deferred for the applicable Plan Year is to be paid or, in the case of installments, is to commence being paid (e.g., upon Retirement, upon a fixed distribution date under Section 6.2, or upon a Change of Control) and the method of payment (e.g., in a single lump sum payment, in a number of annual installments, or in any other method approved by the Administrator).

        (3)    Irrevocability .    Except as provided in Section 4.1(c), an election under Section 4.1(a) will become irrevocable for the applicable Plan Year as of a date set by the Administrator that is no later than the close of business on the date immediately before the date the election becomes effective under (1) above.

         (c)   Election to Change Time of Distribution.     Any Participant who has made an irrevocable election to defer Compensation under Section 4.1(a) may make an additional election to change the time of distribution and, in the Administrator's sole discretion, may also make an additional election to change the form of distribution. Any election to change the time or form of distribution cannot take effect until at least twelve (12) months after the date of the election and must defer payment not less than five (5) years from the date payment would otherwise be made. If a Participant changes his or her election with respect to amounts that would be paid in installments, the additional election must apply to all installments associated with the Plan Year (i.e., each installment must be delayed for at least five (5) years from its originally scheduled commencement date). Where a Participant initially elects a fixed distribution date under Section 6.2, an election to change the timing of the payment must be made no less than twelve (12) months before the originally scheduled fixed distribution date.

         4.2.     Company Credits .     Notwithstanding any other provisions of the Plan, the Company is not obligated to credit a Company Credit to the Company Credit Subaccount of a Company Credit Eligible Employee. However, the Company may make a Company Credit to the Company Credit Subaccount of a Company Credit Eligible Employee in an amount the Company determines in its sole discretion.

Article 5.    ACCOUNTS; INTEREST

         5.1.     Accounts .     The Administrator will establish an Account for each Participant consisting of an Elective Deferral Subaccount and Company Credit Subaccount, reflecting Elective Deferrals and Company Credits, respectively, and any adjustments. Elective Deferrals will be credited to each Participant's Elective Deferral Subaccount as soon as administratively practicable after the

Compensation would otherwise have been paid to the Participant. A Participant's Elective Deferrals may be taken from the Participant's Compensation and credited to the Participant's Elective Deferral Subaccount ratably during the applicable Plan Year or in any other manner determined by the Company; provided that such Elective Deferrals during the Plan Year, in the aggregate, reflect the Participant's Elective Deferrals in accordance with Code section 409A. Company Credits will be credited to each Participant's Company Credit Subaccount at a time the Company determines in its sole discretion. The Administrator will provide each Participant with a statement of his or her Account as soon as reasonably practicable after the end of each Plan Year.

         5.2.     Earnings Measurement .     The Administrator will identify one or more funds (such as mutual funds or bank collective funds) from time to time for the purpose of measuring earnings credits to Participants' Accounts. Each Participant may specify—in a form and manner and with notice as the Administrator may prescribe—which fund or funds he or she wishes to be used to measure earnings for designated percentages of his or her Account. A deferral of RSUs will be treated as invested in Company Stock. The Participant's directions may be given on a prospective basis only, and the Participant may change those directions no more than once every thirty (30) days or with some other frequency that the Administrator prescribes. Each Participant's Account will be adjusted from time to time (at least quarterly) to reflect the fair market value that would be ascribed to the Account if the amounts credited to the Account were actually invested in the funds as directed by the Participant. Any earnings credits on Company Credits will begin to accrue as of the date the Company designates.

         5.3.     Payments .     Each Participant's Account will be reduced by the amount of any payment made to or on behalf of the Participant under Article 6 as of the date the payment is made.

         5.4.     Vesting .     A Participant will at all times be 100% vested in amounts credited to his or her Elective Deferral Subaccount. A Participant will earn a vested interest in amounts credited to his or her Company Credit Subaccount according to any vesting schedule that the Company adopts in its sole discretion. However, if a Participant becomes Disabled or a Change of Control occurs, the Participant will become 100% vested in his or her Company Credit Subaccount.

         5.5.     Detrimental Activity .     

         (a)    Notwithstanding any other provisions of the Plan, if a Participant engages in "Detrimental Activity" (as defined below) at any time, the Administrator may in its sole discretion cancel or rescind at any time all amounts, if any, credited to the Participant's Company Credit subaccount, whether or not fully vested. Furthermore, if a Participant engages in Detrimental Activity at any time during the twelve (12) months after the termination of his or her employment with the Company or any of its Subsidiaries for any reason or termination of service as a director of the Company for any reason, as the case may be, the Company may require the Participant at any time until the later of (A) two (2) years after the Participant's termination of employment for any reason or termination of service as a director of the Company for any reason, as the case may be, or (B) two (2) years after the Participant engaged in Detrimental Activity to pay to the Company (1) an amount equal to any distributions previously made by the Company to the Participant from his or her Company Credit Account and (2) if the Company commences an action against the Participant (by way of a claim or counterclaim and including declaratory claims) in which it is preliminarily or finally determined that the Participant engaged in Detrimental Activity or otherwise violated this Section 5.5, an amount equal to the Company's costs and fees incurred in the action, including but not limited to, the Company's reasonable attorneys' fees. The Company will be entitled to set off any amounts the Participant owes to the Company against any amounts the Compan