S-8

As filed with the Securities and Exchange Commission on September 20, 2001

Registration No. 333-          

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

DELL COMPUTER CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 74-2487834
(I.R.S. Employer
Identification No.)

807 Las Cimas Parkway
Austin, Texas 78746
(Address of principal executive offices, including zip code)

DELL COMPUTER CORPORATION
DEFERRED COMPENSATION PLAN
(Full title of the Plan)

Thomas B. Green
Senior Vice President, Law and Administration
Dell Computer Corporation
807 Las Cimas Parkway
Austin, Texas 78746
(512) 338-4400
(Name, address and telephone number, including
area code, of agent for service) Copies to:
Thomas H. Welch, Jr.
Vice President — Legal
Dell Computer Corporation
807 Las Cimas Parkway
Austin, Texas 78746

CALCULATION OF REGISTRATION FEE

		Proposed maximum	Proposed maximum
Title of securities	Amount to be	offering price per	aggregate offering	Amount of
to be registered	registered	share (1)	price	registration fee
Common Stock	500,000 shares (2)	$18.50	$9,250,000	$2,442

(1)	Estimated solely for purposes of calculating the registration fee, in accordance with Rule 457(h), on the basis of the price of securities of the same class, as determined in accordance with Rule 457(c), using the average of the high and low prices for the Common Stock reported on the Nasdaq Stock Market on September 19, 2001.
(2)	Pursuant to Rule 416, there are also being registered such additional shares of Common Stock as may become issuable pursuant to the antidilution provisions of the Dell Computer Corporation Deferred Compensation Plan.

      In addition, pursuant to Rule 416(c) under the Securities act of 1933, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein.

TABLE OF CONTENTS

PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
	ITEM 3. Incorporation of Documents by Reference
	ITEM 4. Description of Securities
	ITEM 5. Interests of Named Experts And Counsel
	ITEM 6. Indemnification of Directors and Officers
	ITEM 7. Exemption From Registration Claimed
	ITEM 8. Exhibits
	ITEM 9. Undertakings
SIGNATURES
EXHIBIT INDEX
EX-23 Consent of Independent Accountants
EX-99.1 Amended/Restated Deferred Compensation
EX-99.2 Trust Agreement Effective March 31, 1997

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. Incorporation of Documents by Reference.

      The following documents, which have been filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by Dell Computer Corporation (Commission File No. 0-17017), a Delaware corporation (the “Company”), or by the Dell Computer Corporation Deferred Compensation Plan (Commission File No.       ) (the “Plan”), are incorporated herein by reference and made a part hereof:

(a)	The Company's Annual Report on Form 10-K for the fiscal year ended February 2, 2001;
(b)	The Company's Quarterly Report on Form 10-Q for the fiscal quarter ended May 4, 2001;
(c)	The Company's Quarterly Report on Form 10-Q for the fiscal quarter ended August 3, 2001;
(d)	The description of the Common Stock contained in the Registration Statement on Form 8-A dated June 20, 1988, including any amendment or report filed to update such description; and
(e)	The Plan's Annual Report Form 11-K for the year ended December 31, 2000.

      All documents filed by the Company or the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the effective date of this Registration Statement, prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered hereby have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Any statement contained herein or in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part of this Registration Statement, except as so modified or superseded.

ITEM 4. Description of Securities.

      Not applicable.

ITEM 5. Interests of Named Experts And Counsel.

      None.

ITEM 6. Indemnification of Directors and Officers.

      Article Tenth of the Restated Certificate of Incorporation of the Company provides that the Company shall, to the fullest extent permitted by the Delaware General Corporation Law (the “DGCL”), indemnify its officers and directors and may, to the fullest extent permitted by Delaware law or to such lesser extent as is determined in the discretion of the Board of Directors, indemnify certain other persons. Pursuant to Section 145 of the DGCL, the Company generally has the power to indemnify its present and former directors and officers against expenses and liabilities incurred by them in connection with any suit to which they are, or are threatened to be made, a party by reason of their serving in those positions so long as they acted in good faith and in a manner they reasonably believed to be in, or not opposed to, the best interests of the Company, and with respect to any criminal action, they had no reasonable cause to believe their conduct was unlawful. With respect to suits by or in the right of the Company, however, indemnification is generally limited to attorneys’ fees and other expenses and is not available if the person is adjudged to be liable to the Company unless the court determines that indemnification is appropriate.

1

The statute expressly provides that the power to indemnify authorized thereby is not exclusive of any rights granted under any by-law, agreement, vote of stockholders or disinterested directors, or otherwise. The Company also has the power to purchase and maintain insurance for its directors and officers.

      The preceding discussion of the Company’s Certificate of Incorporation and Section 145 of the DGCL is not intended to be exhaustive and is qualified by the Certificate of Incorporation and Section 145 of the DGCL.

ITEM 7. Exemption From Registration Claimed.

      Not applicable.

ITEM 8. Exhibits.

      Unless otherwise indicated below as being incorporated by reference to another filing of the Company with the Commission, each of the following exhibits is filed herewith:

Exhibit Number	Description
4	Rights Agreement, dated as of November 29, 1995 (incorporated by reference to Exhibit 4 to the Company’s Report on Form 8-K dated November 29, 1995 and filed on November 30, 1995).
23*	Consent of Independent Accountants.
24*	Power of Attorney (set forth on signature page).
99.1*	Amended and Restated Dell Computer Corporation Deferred Compensation Plan, effective January 1, 2001.
99.2*	Trust Agreement between Dell Computer Corporation and The Chase Manhattan Bank, N.A, effective March 31, 1997.

* Filed herewith.

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ITEM 9. Undertakings

The Company hereby undertakes:

      (1)   To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

      (a) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);

      (b) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement;

      (c) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement.

Provided, however, that paragraphs (1)(a) and (1)(b) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Company or the Plan pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

      (2)   That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

      (3)   To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

      (4)   That, for the purposes of determining any liability under the Securities Act, each filing of the Company’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

      (5)   Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

3

SIGNATURES

      The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on the 20th day of September 2001.

	DELL COMPUTER CORPORATION
Date:  September 20, 2001	By:	/s/ MICHAEL S. DELL Michael S. Dell, Chairman of the Board and Chief Executive Officer

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the dates and each person whose signature appears below hereby authorizes and appoints each of Michael S. Dell and Thomas B. Green as his or her attorney-in-fact to sign on his or her behalf individually and in the capacity stated below all amendments and post-effective amendments to this registration statement as that attorney-in-fact may deem necessary or appropriate.

Name	Title	Date
/s/ MICHAEL S. DELL Michael S. Dell	Chairman of the Board and Chief Executive Officer (principal executive officer)	September 20, 2001
/s/ DONALD J. CARTY Donald J. Carty	Director	September 20, 2001
/s/ WILLIAM H. GRAY III William H. Gray III	Director	September 20, 2001
/s/ MICHAEL H. JORDAN Michael H. Jordan	Director	September 20, 2001
/s/ JUDY C. LEWENT Judy C. Lewent	Director	September 20, 2001
/s/ THOMAS W. LUCE III Thomas W. Luce III	Director	September 20, 2001
/s/ KLAUS S. LUFT Klaus S. Luft	Director	September 20, 2001
/s/ ALEX J. MANDL Alex J. Mandl	Director	September 20, 2001
/s/ MICHAEL A. MILES Michael A. Miles	Director	September 20, 2001
/s/ SAMUEL A. NUNN, JR. Samuel A. Nunn, Jr.	Director	September 20, 2001
/s/ MORTON L. TOPFER Morton L. Topfer	Director	September 20, 2001
/s/ JAMES M. SCHNEIDER James M. Schneider	Senior Vice President and Chief Financial Officer (principal financial and accounting officer)	September 20, 2001

4

The Plan.   Pursuant to the requirements of the Securities Act of 1933, the Dell Computer Corporation Deferred Compensation Plan has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on this 20th day of September, 2001.

DELL COMPUTER CORPORATION DEFERRED COMPENSATION PLAN
By:	Benefits Administration Committee of the Dell Computer Corporation Deferred Compensation Plan
	By:	/s/ THOMAS B. GREEN Thomas B. Green Chairman of Benefits Administration Committee

5

EXHIBIT INDEX

Exhibit Number	Description
4	Rights Agreement, dated as of November 29, 1995 (incorporated by reference to Exhibit 4 to the Company’s Report on Form 8-K dated November 29, 1995 and filed on November 30, 1995).
23*	Consent of Independent Accountants.
24*	Power of Attorney (set forth on signature page).
99.1*	Amended and Restated Dell Computer Corporation Deferred Compensation Plan, effective January 1, 2001.
99.2*	Trust Agreement between Dell Computer Corporation and The Chase Manhattan Bank, N.A., effective March 31, 1997.

* Filed herewith.

  EX-23 3 d90769ex23.txt EX-23 CONSENT OF INDEPENDENT ACCOUNTANTS 1 EXHIBIT 23 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 15, 2001 relating to the consolidated financial statements and financial statement schedule, which appears on page 26 of the Dell Computer Corporation Annual Report on Form 10-K, for the year ended February 2, 2001. We also consent to the incorporation by reference in this Registration Statement of our report dated June 29, 2001 relating to the financial statements and financial statement schedules, which appears in the Dell Computer Corporation Deferred Compensation Plan Annual Report on Form 11-K, for the year ended December 31, 2000. /s/ PricewaterhouseCoopers LLP Austin, Texas September 20, 2001 EX-99.1 4 d90769ex99-1.txt EX-99.1 AMENDED/RESTATED DEFERRED COMPENSATION 1 EXHIBIT 99.1 DELL COMPUTER CORPORATION DEFERRED COMPENSATION PLAN 2 DELL COMPUTER CORPORATION DEFERRED COMPENSATION PLAN AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 2001 3 Table of Contents

Page ---- Article I. Definitions and Construction...........................................................................1 1.1 Definitions..............................................................................................1 (1) Account(s)......................................................................................1 (2) Affiliate.......................................................................................1 (3) Base Salary.....................................................................................1 (4) Base Salary Deferrals...........................................................................2 (5) Bonus...........................................................................................2 (6) Bonus Deferrals.................................................................................2 (7) Bonus Year......................................................................................2 (8) Change of Control...............................................................................2 (9) Code............................................................................................3 (10) Committee.......................................................................................3 (11) Company.........................................................................................3 (12) Company Credits.................................................................................3 (13) Company Credits Account.........................................................................3 (14) Compensation....................................................................................4 (15) Compensation Deferrals..........................................................................5 (16) Compensation Deferrals Account..................................................................5 (17) Directors.......................................................................................5 (18) Disability......................................................................................5 (19) Effective Date..................................................................................5 (20) Election Date...................................................................................5 (21) Employee........................................................................................6 (22) Employer or Participating Employer..............................................................6 (23) ERISA...........................................................................................6 (24) Investment Fund(s)..............................................................................6 (25) Participant.....................................................................................6 (26) Plan............................................................................................6 (27) Plan Year.......................................................................................6 (28) Retirement Date.................................................................................6 (29) Trust or Trust Fund.............................................................................6 (30) Trust Agreement.................................................................................6 (31) Trustee.........................................................................................6 (32) Unforeseeable Financial Emergency...............................................................6 (33) Valuation Dates.................................................................................7 (34) Vested Interest.................................................................................7 (35) Vesting Service.................................................................................7 1.2 Number and Gender........................................................................................7 1.3 Headings.................................................................................................7 Article II. Participation...................................................................................7 2.1 Participation............................................................................................7

i 4 Table of Contents (continued)

Page ---- 2.2 Termination of Participation.............................................................................8 2.3 Reemployment of a Participant............................................................................8 Article III. Contributions...................................................................................8 3.1 Participant Compensation Deferrals.......................................................................8 3.2 Company Credits.........................................................................................10 Article IV. Allocations to Participant Accounts............................................................11 4.1 Individual Accounts.....................................................................................11 4.2 Investment of Accounts..................................................................................11 4.3 Allocation of Net Income or Loss and Changes in Value...................................................11 Article V. Hypothetical Investment of Accounts............................................................11 5.1 Hypothetical Investment of Accounts.....................................................................11 5.2 Designation of Investment Funds.........................................................................12 Article VI. Vested Interest................................................................................12 6.1 Vesting of Compensation Deferrals Account...............................................................12 6.2 Vesting of Company Credits Account......................................................................13 6.3 Forfeitures.............................................................................................13 Article VII. In-Service Withdrawals and Loans...............................................................13 7.1 In-Service Withdrawals..................................................................................13 7.2 Involuntary Distributions...............................................................................14 7.3 No Loans................................................................................................14 Article VIII. Plan Benefits..................................................................................14 8.1 Plan Benefit............................................................................................14 8.2 Events Entitling Payment of Benefit.....................................................................14 8.3 Payee and Time of Payment...............................................................................15 8.4 Alternative Forms of Benefit Payments...................................................................15 8.5 Designation of Beneficiaries............................................................................16 8.6 Payer of Benefits.......................................................................................17 8.7 Unclaimed Benefits......................................................................................17 Article IX. Administration of Plan.........................................................................17 9.1 Appointment of Committee................................................................................17 9.2 Term, Vacancies, Resignation, and Removal...............................................................17 9.3 Self-Interest of Committee Members......................................................................18 9.4 Committee Powers and Duties.............................................................................18 9.5 Claims Review...........................................................................................18

ii 5 Table of Contents (continued)

Page ---- 9.6 Company to Supply Information...........................................................................19 9.7 Indemnity...............................................................................................19 Article X. Purpose and Unfunded Nature of the Plan........................................................20 10.1 Purpose of Plan.........................................................................................20 10.2 Unfunded Nature of Plan.................................................................................20 10.3 Funding of Obligation...................................................................................20 Article XI. Participating Entities.........................................................................21 11.1 Designation of Participating Entities...................................................................21 Article XII. Miscellaneous..................................................................................22 12.1 Not Contract of Employment..............................................................................22 12.2 Alienation of Interest Forbidden........................................................................22 12.3 Withholding.............................................................................................22 12.4 Amendment and Termination...............................................................................22 12.5 Severability............................................................................................23 12.6 Governing Laws..........................................................................................23

iii 6 DELL COMPUTER CORPORATION DEFERRED COMPENSATION PLAN AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 2001 7 DELL COMPUTER CORPORATION DEFERRED COMPENSATION PLAN Dell Computer Corporation, a corporation organized and existing under the laws of the State of Delaware (the "Company"), hereby restates the Dell Computer Corporation Deferred Compensation Plan (the "Plan"), such restatement to be effective as of January 1, 2001, except as otherwise provided herein; WITNESSETH: WHEREAS, the Company wishes to promote in certain of its highly compensated employees, and those of its affiliates, the strongest interest in the successful operation of the business and increased efficiency in their work, to align the financial interests of such employees with those of Company shareholders and to provide an opportunity for accumulation of funds for their retirement; and WHEREAS, the Plan was initially adopted effective May 1, 1991, and previously has been amended and restated effective as of April 1, 1996 and January 1, 1999; and WHEREAS, it is intended that the Plan be "unfunded" for purposes of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and not be construed to provide income to any participant or beneficiary under the Internal Revenue Code of 1986, as amended (the "Code") prior to actual receipt of benefits hereunder; NOW THEREFORE, the Plan is hereby restated in its entirety as follows with no interruption in time, effective as of January 1, 2001, except as otherwise indicated herein: ARTICLE I. DEFINITIONS AND CONSTRUCTION 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. -1- 8 (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 -2- 9 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. -3- 10 (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: o 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); o 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; o Foreign earned income (as defined in section 911(b) of the Code) whether or not excludable from gross income; o 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; o 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; o The amount includable in the gross income of the Participant upon making an election described in section 83(b); o 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 o 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. -4- 11 (b) All of the following items shall be excluded to the extent they would otherwise be included: o Reimbursements and other expense allowances; o Cash and noncash fringe benefits; o Moving expenses; o Deferred compensation under any plan or program other than as specifically included in Section 1.1(i)(1)(vii); o Welfare benefits; o 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; o 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; o 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; o Amounts realized from the sale, exchange, disqualifying disposition or other disposition of stock acquired under an incentive stock option; and o 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 1st 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. -5- 12 (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 -6- 13 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. ARTICLE II. PARTICIPATION 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, -7- 14 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. ARTICLE III. CONTRIBUTIONS 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. -8- 15 (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. -9- 16 (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. (c) 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 set forth in Subsection (a)(1) or (b)(1), as applicable. (d) ONGOING ELECTION. A Participant's election to make Base Salary Deferrals shall remain in force and effect while he is a Participant unless and until such deferrals cease in accordance with the provisions of Subsection (c) above or such Participant terminates participation in the Plan pursuant to Section 2.2. (e) CREDITING OF DEFERRALS. Compensation Deferrals made by a Participant shall be credited to such Participant's Compensation Deferrals Account as of a date determined in accordance with procedures established from time to time by the Committee. (f) COMMITTEE LIMITATION ON COMPENSATION DEFERRALS. Notwithstanding the preceding, the Committee may, in its sole discretion, limit (i.e., reduce or terminate) the Compensation Deferral election or Bonus Deferral election for any Participant or group of Participants. 3.2 COMPANY CREDITS. As of any date or dates selected by the Company, the Company may credit a Participant's Company Credits Account with an amount, if any, as the Company in its sole discretion shall determine. Such credits may be made on behalf of some Participants but not others, and such credits may vary in amount among individual Participants. -10- 17 ARTICLE IV. ALLOCATIONS TO PARTICIPANT ACCOUNTS 4.1 INDIVIDUAL ACCOUNTS. The Committee shall create and maintain adequate records to disclose the interest hereunder of each Participant, former Participant and Beneficiary. Such records shall be in the form of individual accounts and credits and debits shall be made to such accounts in the manner herein described. 4.2 INVESTMENT OF ACCOUNTS. The Committee shall allocate earnings and losses to each Participant's Accounts according to the hypothetical investments made by a Participant pursuant to the terms of Article V. 4.3 ALLOCATION OF NET INCOME OR LOSS AND CHANGES IN VALUE. (a) As of each Valuation Date, the Committee shall determine the fair market value and the net income (or net loss) of each Investment Fund for the period elapsed since the next preceding Valuation Date. The net income (or net loss) of each Investment Fund since the next preceding Valuation Date shall be ascertained by the Committee in such manner as it deems appropriate, which may include expenses, if any, of administering the Investment Fund, the Trust, and the Plan. (b) For purposes of allocations of net income (or net loss), each Participant's Accounts shall be divided into subaccounts to reflect the hypothetical investment of such Participant's Accounts in a particular Investment Fund or Investment Funds pursuant to Article V. As of each Valuation Date, the net income (or net loss) of each Investment Fund, separately and respectively, shall be allocated among the corresponding subaccounts of the Participants who had such corresponding subaccounts invested in such Investment Fund since the next preceding Valuation Date, and each such corresponding subaccount shall be credited with (or debited for) that portion of such net income (or net loss) that the value of each such corresponding subaccount on such next preceding Valuation Date was of the value of all such corresponding subaccounts on such date; provided, however, that the value of such subaccounts as of the next preceding Valuation Date shall be reduced by the amount of any distributions made therefrom since the next preceding Valuation Date. (c) So long as there is any balance in any Account, such Account shall continue to receive allocations pursuant to this Section. ARTICLE V. HYPOTHETICAL INVESTMENT OF ACCOUNTS 5.1 HYPOTHETICAL INVESTMENT OF ACCOUNTS. The Committee shall from time to time select, add, and/or delete Investment Funds for purposes of the hypothetical investment of Participants' Accounts. For purposes of allocating earnings and losses and valuation of each Participant's Accounts, each Participant's Accounts shall be deemed to be invested in the Investment Funds. The Committee shall designate which Investment Fund or Funds the Participant's Accounts shall be deemed to be invested. The preceding notwithstanding, the Committee -11- 18 may, in its discretion, permit one or more Participants, or any group of Participants, to direct the hypothetical investment of all or any portion of their Accounts in accordance with Section 5.2. 5.2 DESIGNATION OF INVESTMENT FUNDS. (a) Each Participant shall designate, in accordance with the procedures established from time to time by the Committee, the manner in which the amounts credited to his Accounts over which he has been given investment discretion by the Committee shall be deemed to be invested from among the Investment Funds. Such Participant may designate one of such Investment Funds for the hypothetical investment of all the amounts credited to such Accounts, or he may split the hypothetical investment of the amounts credited to such Accounts between such Investment Funds in such increments as the Committee may prescribe. If a Participant fails to make a proper designation, then his Accounts shall be deemed to be invested in the Investment Fund or Investment Funds designated by the Committee from time to time. (b) A Participant may change his hypothetical investment designation for future amounts to be credited to the portion of his Accounts over which he has been given investment discretion by the Committee. Any such change shall be made in accordance with the procedures established by the Committee, and the frequency of such changes may be limited by the Committee. (c) If the Committee elects to establish a hypothetical investment fund that holds shares of the Company's common stock, a Participant may elect to invest his Accounts in such fund. The Committee may in its sole discretion refuse to recognize Participant elections that it determines may cause the Participant's Accounts to become subject to the short-swing profit provisions of Section 16b of the Securities Exchange Act of 1934 and establish special election procedures for Participants subject to Section 16 of such Act. (d) A Participant's hypothetical investment selections pursuant to the immediately preceding paragraph shall be made solely for purposes of crediting earnings and/or losses to his Accounts under Section 4.3 of this Plan. The Committee shall not, in any way, be bound to actually invest any amounts set aside pursuant to Article X below to satisfy its obligations under this Plan in accordance with such selections. ARTICLE VI. VESTED INTEREST 6.1 VESTING OF COMPENSATION DEFERRALS ACCOUNT. A Participant shall have a 100% Vested Interest in his Compensation Deferrals Account at all times. -12- 19 6.2 VESTING OF COMPANY CREDITS ACCOUNT. (a) A Participant shall acquire a Vested Interest in his Company Credits Account as such Participant completes years of Vesting Service in accordance with the following schedule:

Years of Vesting Service Vested Interest ------------------------ --------------- Less than 1 year 0% 1 year 20% 2 years 40% 3 years 60% 4 years 80% 5 years or more 100%

(b) Notwithstanding Subsection (a) above, a Participant shall have a 100% Vested Interest in his Company Credits Account upon the earliest to occur of (i) the attainment of such Participant's Retirement Date while employed by the Company, (ii) the death of such Participant while employed by the Company, (iii) the date such Participant becomes Disabled, or (iv) any earlier date designated by the Committee in its sole discretion. 6.3 FORFEITURES. A Participant who terminates employment with the Company and its Affiliates with a Vested Interest in his Company Credits Account that is less than 100% shall forfeit to the Company the nonvested portion of such Account as of the date of such termination. ARTICLE VII. IN-SERVICE WITHDRAWALS AND LOANS 7.1 IN-SERVICE WITHDRAWALS. (a) Except as provided in Subsections (b) through (d) below, no in-service withdrawals shall be permitted under the Plan, and Participants shall not be permitted to make withdrawals from the Plan prior to a termination of employment with the Company and its Affiliates. (b) In the event that the Committee, upon written petition of the Participant, determines in its sole discretion that the Participant has suffered an Unforeseeable Financial Emergency, the Participant shall be entitled to withdrawal from his Compensation Deferrals Account an amount not to exceed the lesser of (i) the amount determined by the Committee as necessary to meet the Participant's needs created by the Unforeseeable Financial Emergency or (ii) the Vested Interest in the Participant's Accounts. Such benefit shall be paid in a single lump sum payment as soon as administratively practicable after the Committee has made its determination with respect to the availability and amount of such withdrawal. If the Participant's Accounts are deemed to be invested in more than one Investment Fund, such withdrawal shall be made pro rata from each Investment Fund in which such Accounts are deemed to be invested. This Subsection shall not be applicable to the Participant following his termination of employment with the Company and its Affiliates, and in the event of such termination the amounts credited to the Participant's Accounts shall be payable to him only in accordance with Article VIII. -13- 20 (c) A Participant may at any time make an irrevocable election, effective as of the first day of the next Plan Year, to have all or a portion of the Vested Interest in his Accounts, determined as of the date his election is made, paid to him on a fixed date specified in such election, which shall be at least two (2) years following the date that such election is submitted to the Committee in writing. The amount of the payment pursuant to this irrevocable election shall be stated in the election and shall be a fixed dollar amount, and shall not be adjusted for earnings or losses following such election date. Once an in-service distribution election has been filed with the Committee, it may be extended to provide that the distribution shall be made on a date which is subsequent to the original distribution date; provided, however, that a Participant may not elect to extend his distribution date during the two (2) year period immediately preceding the designated distribution date. A Participant may have only one election hereunder outstanding at any time. Notwithstanding the preceding, if the Participant terminates employment prior to the designated payment date, his election shall be terminated and his Accounts shall be distributed as provided in Section 8.4 below. (d) In the event that the Committee, upon written petition of the Participant, determines in its sole discretion that the Participant has a Disability, the Participant shall be entitled to a distribution in accordance with Article VIII. 7.2 INVOLUNTARY DISTRIBUTIONS. Notwithstanding anything contained in the Plan to the contrary, if at any time any Participant is finally determined by the Internal Revenue Service or the U.S. Department of Labor not to qualify as a member of a select group of "management or highly compensated employees" as such term is used in ERISA Section 401(a)(1), the Committee may, in its sole discretion, immediately distribute in one lump sum to such Participant his vested account under the Plan. A final determination of the Internal Revenue Service or the U.S. Department of Labor shall be a decision rendered by the Internal Revenue Service or the U.S. Department of Labor which is no longer subject to administrative appeal within such agency. In addition, the Committee may, in its exclusive and sole discretion, cause the Plan to make a distribution to a Participant during a Plan Year in order to cause the Participant to have sufficient taxable compensation to satisfy the annual addition requirements of Code Section 415 with respect to any qualified retirement plans maintained by the Company during such Plan Year. 7.3 NO LOANS. Participants shall not, at any time, be permitted to borrow from the Plan or Trust Fund. ARTICLE VIII. PLAN BENEFITS 8.1 PLAN BENEFIT. A Participant's Plan benefit shall be the value of his Accounts determined as of the Valuation Date immediately preceding the time of payment of such Accounts in accordance with Section 8.3. 8.2 EVENTS ENTITLING PAYMENT OF BENEFIT. A Participant's benefit shall become payable upon the earliest to occur of the following events: (a) A termination of the Participant's employment with the Company and its Affiliates for any reason; -14- 21 (b) The death of the Participant; (c) A determination by the Committee that the Participant has a Disability; or (d) A Change of Control. A Participant's benefit shall equal the Participant's Vested Interest in his Accounts as of the Valuation Date next preceding the date the payment of such benefit is to be paid or commence pursuant to Section 8.3. 8.3 PAYEE AND TIME OF PAYMENT. Payment of a Participant's benefit shall be paid or commence as soon as administratively practicable following the Section 8.2 event triggering payment. The Participant's benefit shall be paid to the Participant, unless the Section 8.2 triggering event is the death of the Participant, in which case the Participant's benefit shall be paid to the Participant's designated beneficiary as provided in Section 8.5. 8.4 ALTERNATIVE FORMS OF BENEFIT PAYMENTS. (a) A Participant's benefit under the Plan shall be paid in cash in one of the following forms: (1) A single lump sum payment; or (2) Monthly, quarterly or annual installment payments for a term certain not to exceed ten years payable to such Participant or, in the event of such Participant's death prior to the end of such term certain, to his designated beneficiary as provided in Section 8.5. (b) A Participant must elect one of the forms of payment listed in Subsection 8.4(a) above on or before the date he first becomes a Participant of the Plan pursuant to Article II. Except as provided in Subsection 8.4(c) below, such election shall be irrevocable by the Participant and shall remain in effect for all periods of a Participant's participation in the Plan. In the event a Participant fails to elect timely the form in which his benefit payments are to be made, such benefit payments shall be deemed to have been elected by such Participant to be in the form of a single lump sum payment. (c) A Participant may shall be entitled to change his elected form of benefit payment under Subsection 8.4(a) above with respect to all amounts allocated to his Accounts (i.e., both existing and future allocations) as of each January 1st. Such change shall be made prior to each such January 1st and shall be effective as of the subsequent January 1st. If a triggering event described in Section 8.2 occurs during the Plan Year following the Committee's receipt of an election to change distribution forms, such election shall be deemed to be null and void and the immediately preceding election shall apply to the Participant's distribution. A Participant who does not elect to change his current elected (or deemed elected) form of benefit payment with respect to future allocations to such Participant's Accounts as of any such January 1 shall not be entitled to change his elected form of benefit until the subsequent January 1st. If a Participant elected to receive his benefit payment in one or more -15- 22 different forms of payment prior to January 1, 2000, such Participant shall receive his distribution pursuant to the most recent form of distribution elected by the Participant; provided, however, if no such election is on file with the Committee, his distribution shall be made in the form elected of a single lump sum payment, unless such Participant elects to file a new election under Subsection (a) above. (d) If a Participant dies prior to the date the payment of his benefit begins or is completed, such benefit shall be paid to such Participant's beneficiary designated in accordance with Section 8.5 in a single lump payment, notwithstanding any other form of payment elected by such Participant. (e) The preceding Subsections notwithstanding, if the Section 8.2 event triggering payment of a Participant's benefit is a Change of Control, such benefit shall be paid to such Participant in a single lump sum cash payment as soon as administratively practicable after such Change of Control. (f) Notwithstanding any provision of the Plan to the contrary, the Committee may, in its sole and absolute discretion, distribute a Participant's benefit in the form of a single lump sum payment notwithstanding any other form of distribution elected by the Participant. 8.5 DESIGNATION OF BENEFICIARIES. (a) Each Participant shall have the right to designate the beneficiary or beneficiaries to receive payment of his benefit in the event of his death. Each such designation shall be made by executing the beneficiary designation form prescribed by the Committee and filing such form with the Committee during the life of such Participant. Any such beneficiary designation may be changed at any time by execution and filing of a new designation in accordance with this Subsection. The preceding notwithstanding, (i) if a Participant has designated his spouse as his beneficiary, such designation shall be void and of no effect upon the divorce of the Participant and such spouse, unless the Participant notifies the Committee to the contrary in writing after the date of such divorce, and (ii) if a Participant who is married on the date of his death has designated an individual or entity other than his surviving spouse as his beneficiary, such designation shall not be valid unless (a) such surviving spouse has consented thereto in writing, and such consent (1) acknowledges the effect of such specific designation, (2) either consents to the specific designated beneficiary (which designation may not subsequently be changed by the Participant without spousal consent) or expressly permits such designation by the Participant without the requirement of further consent by such spouse, and (3) is witnessed by a Plan representative (other than the Participant) or a notary public or (b) the consent of such spouse cannot be obtained because such spouse cannot be located or because of other circumstances that the Committee in its discretion determines warrants a waiver of such consent. Any such consent by such surviving spouse shall be irrevocable. (b) If at the time of the death of the Participant no designated beneficiary is on file with the Committee, or such beneficiary designation is not valid or effective for any -16- 23 reason as determined by the Committee, then the designated beneficiary or beneficiaries to receive such benefit shall be as follows: (1) If a Participant has a surviving spouse at the time of such Participant's death, his designated beneficiary shall be such surviving spouse; (2) If a Participant has no surviving spouse at the time of such Participant's death, his designated beneficiary shall be such Participant's executor or administrator or, if there is no administration of such Participant's estate, his heirs at law. 8.6 PAYER OF BENEFITS. To the extent the Trust Fund has sufficient assets, the Trustee shall pay benefits to Participants or their beneficiaries, except to the extent the Company pays the benefits directly. To the extent the Trustee does not or cannot pay benefits out of the Trust Fund, the benefits shall be paid by the Company. Any benefit payments made to a Participant or for his benefit pursuant to any provision of the Plan shall be debited to such Participant's Accounts. All benefit payments shall be made in cash. 8.7 UNCLAIMED BENEFITS. In the case of a benefit payable to or on behalf of a Participant, if the Committee after a reasonable search is unable to locate the Participant or beneficiary to whom such benefit is payable, upon the Committee's determination thereof, such benefit shall be forfeited to the Company. The Committee shall adopt procedures concerning the process that will be followed to locate a Participant or beneficiary under this Section. Notwithstanding the foregoing, if subsequent to any such forfeiture the Participant or beneficiary to whom such benefit is payable makes a valid claim for such benefit within a reasonable (as determined by and in the discretion of the Committee) period of time following the date such benefit became payable, such forfeited benefit shall be payable pursuant to the Plan provisions. ARTICLE IX. ADMINISTRATION OF PLAN 9.1 APPOINTMENT OF COMMITTEE. The general administration of the Plan shall be vested in the Committee, which shall be appointed by the Directors and shall consist of one or more persons. Any individual, whether or not an employee of the Company, is eligible to become a member of the Committee. 9.2 TERM, VACANCIES, RESIGNATION, AND REMOVAL. Each member of the Committee shall serve until he resigns, dies, or is removed by the Directors. At any time during his term of office, a member of the Committee may resign by giving written notice to the Directors and the Committee, such resignation to become effective upon the appointment of a substitute member or, if earlier, the lapse of thirty days after such notice is given as herein provided. At any time during his term of office, and for any reason, a member of the Committee may be removed by the Directors with or without cause, and the Directors may in their discretion fill any vacancy that may result therefrom. Any member of the Committee who is an employee of the Company shall automatically cease to be a member of the Committee as of the date he ceases to be employed by the Company and its Affiliates. -17- 24 9.3 SELF-INTEREST OF COMMITTEE MEMBERS. No member of the Committee shall have any right to vote or decide upon any matter relating solely to himself under the Plan (including, without limitation, Committee decisions under Article II) or to vote in any case in which his individual right to claim any benefit under the Plan is particularly involved. In any case in which a Committee member is so disqualified to act and the remaining members cannot agree, the Directors shall appoint a temporary substitute member to exercise all the powers of the disqualified member concerning the matter in which he is disqualified. 9.4 COMMITTEE POWERS AND DUTIES. The Committee shall administer and enforce the Plan according to the terms and provisions hereof and shall have all powers necessary to accomplish these purposes, including, but not by way of limitation, the complete and absolute discretion to construe all provisions of the Plan and make all factual determinations and the right, power, authority, and duty: (a) To make rules, regulations, and bylaws for the administration of the Plan that are not inconsistent with the terms and provisions hereof, and to enforce the terms of the Plan and the rules and regulations promulgated thereunder by the Committee; (b) To construe in its sole discretion all terms, provisions, conditions, and limitations of the Plan; (c) To correct any defect or to supply any omission or to reconcile any inconsistency that may appear in the Plan in such manner and to such extent as it shall deem in its discretion expedient to effectuate the purposes of the Plan; (d) To employ and compensate such accountants, attorneys, investment advisors, and other agents, employees, and independent contractors as the Committee may deem necessary or advisable for the proper and efficient administration of the Plan; (e) To determine in its sole discretion all questions relating to eligibility; (f) To establish or designate Investment Funds as provided in Article V; (g) To determine whether and when there has been a termination of a Participant's employment with the Company and its Affiliates, and the reason for such termination; (h) To make a determination in its sole discretion as to the right of any person to a benefit under the Plan and to prescribe procedures to be followed by distributees in obtaining benefits hereunder; and (i) To receive and review reports from the Trustee as to the financial condition of the Trust Fund, including its receipts and disbursements. 9.5 CLAIMS REVIEW. (a) In any case in which a claim for Plan benefits of a Participant or beneficiary is denied or modified, the Committee shall furnish written notice to the claimant within ninety days (or within 180 days if additional information requested by the Committee -18- 25 necessitates an extension of the ninety-day period and, in which case, the claimant shall be informed of such extension prior to the end of the initial ninety-day period), which notice shall: (1) State the specific reason or reasons for the denial or modification; (2) Provide specific reference to pertinent Plan provisions on which the denial or modification is based; (3) Provide a description of any additional material or information necessary for the Participant, his beneficiary, or representative to perfect the claim and an explanation of why such material or information is necessary; and (4) Explain the Plan's claim review procedure as contained herein. (b) In the event a claim for Plan benefits is denied or modified, if the Participant, his beneficiary, or a representative of such Participant or beneficiary desires to have such denial or modification reviewed, he must, within sixty days following receipt of the notice of such denial or modification, submit a written request for review by the Committee of its initial decision. In connection with such request, the Participant, his beneficiary, or the representative of such Participant or beneficiary may review any pertinent documents upon which such denial or modification was based and may submit issues and comments in writing. Within sixty days following such request for review the Committee shall, after providing a full and fair review, render its final decision in writing to the Participant, his beneficiary, or the representative of such Participant or beneficiary stating specific reasons for such decision and making specific references to pertinent Plan provisions upon which the decision is based. If special circumstances require an extension of such sixty-day period, the Committee's decision shall be rendered as soon as possible, but not later than 120 days after receipt of the request for review. If an extension of time for review is required, written notice of the extension shall be furnished to the Participant, beneficiary, or the representative of such Participant or beneficiary prior to the commencement of the extension period. (c) Compliance with the claims review procedures set forth in this Section shall be a condition precedent to the filing of a lawsuit by a Participant, his beneficiary, or any person claiming through a participant or beneficiary in connection with a Plan benefit, and a failure to timely exhaust the administrative remedies set forth herein shall bar any such proceeding in federal or state court. 9.6 COMPANY TO SUPPLY INFORMATION. The Company shall supply full and timely information to the Committee, including, but not limited to, information relating to each Participant's Compensation, age, retirement, death, or other cause of termination of employment and such other pertinent facts as the Committee may require. When making a determination in connection with the Plan, the Committee shall be entitled to rely upon the aforesaid information furnished by the Company or any Affiliate. 9.7 INDEMNITY. To the extent permitted by applicable law, the Company shall indemnify and hold harmless each member of the Committee and other employee of the Company or an -19- 26 Affiliate to whom Plan administrative functions have been delegated by the Committee against any and all expenses and liabilities arising out of such individual's administrative functions or fiduciary responsibilities under or incident to the Plan, including any expenses and liabilities that are caused by or result from an act or omission constituting the negligence of such individual in the performance of such functions or responsibilities, but excluding expenses and liabilities that are caused by or result from such individual's own gross negligence or willful misconduct. Expenses against which such individual shall be indemnified hereunder shall include, without limitation, the amounts of any settlement or judgment, costs, counsel fees, and related charges reasonably incurred in connection with a claim asserted or a proceeding brought or settlement thereof. ARTICLE X. PURPOSE AND UNFUNDED NATURE OF THE PLAN 10.1 PURPOSE OF PLAN. The Company intends and desires by the adoption and maintenance of the Plan to recognize the value to the Company of the past and present services of employees covered by the Plan and to encourage and ensure their continued service with the Company by making more adequate provision for their future retirement security. 10.2 UNFUNDED NATURE OF PLAN. The Plan is intended to constitute an unfunded, unsecured plan of deferred compensation for a select group of management or highly compensated employees of the Company. Further, it is the intention of the Company that the Plan be "unfunded" for purposes of the Code and Title I of ERISA. The Plan constitutes a mere promise by the Company to make benefit payments in the future. Plan benefits herein provided are to be paid out of the Company's general assets, and Participants shall have the status of general unsecured creditors of the Company. 10.3 FUNDING OF OBLIGATION. (a) The adoption of this Plan and any setting aside of amounts by the Employers with which to discharge their obligations hereunder shall not be deemed to create a trust; legal and equitable title to any funds so set aside shall remain with the Employers, and any recipient of benefits hereunder shall have no security or other interest in such funds. Any and all funds so set aside shall remain subject to the claims of the general creditors of the Employers, present and future. This provision shall not require the Employers to set aside any funds, but the Employers may set aside funds if they choose to do so. (b) The Company, in its sole discretion, may establish the Trust and enter into the Trust Agreement. Any such Trust, and any assets held by such Trust, to assist the Employers in meeting its obligations under the Plan shall be a "rabbi trust." The Employers may transfer money or other property to the Trustee, and the Trustee shall pay Plan benefits to Participants and their beneficiaries out of the Trust Fund unless otherwise paid by the Company. In such event, the Company shall remain the owner of all assets in the Trust Fund, and the assets held in the Trust Fund shall be subject to the claims of Company creditors if the Company becomes "insolvent" as described in Subsection (c) below. No Participant or beneficiary shall have any preferred claim to, or any beneficial ownership interest in, any assets of the Trust Fund. -20- 27 (c) The Company shall be considered "insolvent" if (i) the Company is unable to pay its debts as they become due or (ii) the Company is subject to a pending proceeding as a debtor under the United Sates Bankruptcy Code (or any successor federal statute). (d) The chief executive officer of the Company and the Directors shall each have the duty to inform the Trustee in writing if the Company becomes insolvent. Such notice given under the preceding sentence by any one party shall satisfy each party's duty to give notice. When so informed, the Trustee shall suspend payments to the Participants and beneficiaries and hold the assets for the benefit of the Company's general creditors. If the Trustee receives a written allegation that the Company is insolvent, the Trustee shall suspend payments to the Participants and beneficiaries and hold the Trust Fund for the benefit of the Company's general creditors and shall determine within the period specified in the Trust Agreement, or, in the absence of a specified period, within a reasonable period of time, whether the Company is insolvent. If the Trustee determines that the Company is not insolvent, the Trustee shall resume payments to the Participants and beneficiaries. In the case of insolvency of the Company or any Affiliate designated to participate in the Plan pursuant to Section 11.1, only the assets contributed to the Trust, if any, by the Company or such Affiliate, whichever is insolvent, shall be subject to the claims of such insolvent entity. (e) All expenses incident to the administration of the Plan and Trust, including but not limited to, legal, accounting, Trustee fees, and expenses of the Committee, may be paid by the Company and, if not so paid, shall be paid by the Trustee from the Trust Fund, if any. (f) All income, profits, recoveries, contributions, forfeitures and any and all moneys, securities, and properties of any kind at any time received or held by the Trustee, if any, shall be held for investment purposes as a commingled Trust Fund pursuant to the terms of the Trust Agreement. The Committee shall maintain Accounts in the name of each Participant, but the maintenance of Accounts designated as Accounts of a Participant shall not mean that such Participant shall have a greater or lesser interest than that due him under the terms of the Plan and shall not be considered as segregating any funds or property from any other funds or property contained in the commingled fund. ARTICLE XI. PARTICIPATING ENTITIES 11.1 DESIGNATION OF PARTICIPATING ENTITIES. (a) The Committee may designate any Employer as eligible to participate in the Plan by written instrument delivered to the Company and the designated entity. Such written instrument shall specify the effective date of such designated participation, may incorporate specific provisions relating to the operation of the Plan that apply to the designated entity only, and shall become, as to such designated entity and its employees, a part of the Plan. Each designated Employer shall be conclusively presumed to have consented to its designation and to have agreed to be bound by the -21- 28 terms of the Plan and any and all amendments thereto upon its submission of information to the Committee required by the terms of or with respect to the Plan; provided, however, that the terms of the Plan may be amended so as to increase the obligations of an entity only with the consent of such entity, which consent shall be conclusively presumed to have been given by such entity upon its submission, after receipt of notice of any such amendment, of any information to the Committee required by the terms of or with respect to the Plan. (b) Except as modified by the Committee in the written instrument described in Subsection (a) above, the provisions of this Plan shall be applicable with respect to each participating entity separately, and amounts payable hereunder for or on behalf of a Participant shall be paid by the participating entity that employs such Participant. (c) Any participating entity may, by appropriate action of its officers without the need for approval of its board of directors or noncorporate counterpart or the Committee, the Company, or the Directors, terminate its participation in the Plan. Moreover, the Committee may, in its discretion, terminate a participating entity's Plan participation at any time by giving written notice to such participating entity and the Company. ARTICLE XII. MISCELLANEOUS 12.1 NOT CONTRACT OF EMPLOYMENT. The adoption and maintenance of the Plan shall not be deemed to be a contract between the Company and any person or to be consideration for the employment of any person. Nothing herein contained shall be deemed to give any person the right to be retained in the employ of the Company or to restrict the right of the Company to discharge any person at any time, nor shall the Plan be deemed to give the Company the right to require any person to remain in the employ of the Company or to restrict any person's right to terminate his employment at any time. 12.2 ALIENATION OF INTEREST FORBIDDEN. The interest of a Participant or his beneficiary or beneficiaries hereunder may not be sold, transferred, assigned, or encumbered in any manner, either voluntarily or involuntarily, and any attempt so to anticipate, alienate, sell, transfer, assign, pledge, encumber, or charge the same shall be null and void, nor shall the benefits hereunder be liable for or subject to the debts, contracts, liabilities, engagements, or torts of any person to whom such benefits or funds are payable, nor shall they be an asset in bankruptcy or subject to garnishment, attachment, or other legal or equitable proceedings. The preceding notwithstanding, the Committee shall comply with the terms and provisions of a "qualified domestic relations order" as defined in ERISA Section 206(d). 12.3 WITHHOLDING. All Compensation Deferrals, Company Credits, and benefit payments provided for hereunder shall be subject to applicable withholding and other deductions as shall be required of the Company under any applicable local, state, or federal law as such laws are interpreted by the Company. 12.4 AMENDMENT AND TERMINATION. The Directors have the absolute and unconditional right to amend the Plan at any time and may from time to time, in their discretion, amend, in whole or in part, any or all of the provisions of the Plan; provided, however, that any -22- 29 amendments to the Plan that do not have a significant cost impact on the Company, whether or not retroactive, may be made by the Committee; and provided, further, that no amendment may be made that would reduce a Participant's Vested Interest in the amounts credited to his Accounts as of the date of adoption of such amendment. The Directors have the absolute and unconditional right to terminate the Plan at any time on behalf of the Company and each participating entity. In the event that the Plan is terminated, notwithstanding any other form of benefit elected by the Participant, the balance of each Participant's Accounts shall be paid to such Participant or his designated beneficiary in the manner selected by the Committee in its discretion (notwithstanding any other form of benefit elected by such Participant), which may include the payment of a single lump sum cash payment, in full satisfaction of all of such Participant's or beneficiary's benefits hereunder. 12.5 SEVERABILITY. If any provision of the Plan shall be held illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining provisions hereof; instead, each provision shall be fully severable, and the Plan shall be construed and enforced as if said illegal or invalid provision had never been included herein. 12.6 GOVERNING LAWS. All provisions of the Plan shall be construed in accordance with the laws of the State of Texas except to the extent preempted by federal law. Executed this 26th day of December, 2000. DELL COMPUTER CORPORATION By: /s/ KATHLEEN ANGEL -------------------------------- Name: Kathleen Angel ------------------------------ Title: Director of Global Benefits ----------------------------- -23- EX-99.2 5 d90769ex99-2.txt EX-99.2 TRUST AGREEMENT EFFECTIVE MARCH 31, 1997 1 EXHIBIT 99.2 TRUST AGREEMENT BETWEEN DELL COMPUTER CORPORATION AND THE CHASE MANHATTAN BANK, N.A 2 THIS TRUST AGREEMENT, made as of the 31st of March, 1997 is between DELL COMPUTER CORPORATION, a corporation organized and existing under the laws of the state of Delaware, (the "Company") and THE CHASE MANHATTAN BANK, a New York banking corporation having its principal office in New York (the "Trustee"). WITNESSETH WHEREAS, the Company previously established a trust of the 23rd day of July, 1991 by and between the Company and James R. Daniel (the "Trust") to provide a vehicle through which benefits which accrue under the Dell Computer Corporation Deferred Compensation Plan may be paid to eligible employees; WHEREAS, the Company desires to replace James R. Daniel with the Trustee as trustee of the Trust and to restate the Trust; WHEREAS, the Company restates this Trust as an irrevocable grantor trust which is not intended to be qualified under Sections 401(a) and 501(a) of the Internal Revenue Code of 1986, as amended (the "Code"), to provide assurance to its key management employees (the "Participants") and their surviving spouses, dependent children, beneficiaries or estates (collectively, the "Beneficiaries") that the Company will be able to meet its obligations with respect to their benefits under the Dell Computer Corporation Deferred Compensation Plan and the Dell Computer Corporation Deferred Plan for Non-Employee Directors (individually, "Plan" and collectively, the "Plans") in the future by application of the procedures governing the Trust; WHEREAS, the Company and Trustee intend that the Trust shall constitute an unfunded arrangement and shall not affect the status of the Plans as unfunded plans maintained for the purpose of providing deferred compensation for a select group of management or highly compensated employees for purposes of Title 1 of the Employee Retirement Income Security Act of 1974; WHEREAS, amounts transferred to the Trust, as determined by the Company from time to time in its sole discretion, and the earnings thereon shall be used by the Trustee solely in satisfaction of the liabilities of the Company with respect to the Participants in the Plans and their Beneficiaries and such utilization shall be in accordance with the procedures set forth herein, except that all such amounts held at any time shall be subject to claims of general creditors of the Company in the event of bankruptcy or insolvency, as defined in Section 2.1; WHEREAS, any amount transferred by the Company to the Trust and the earnings thereon shall revert to the Company only upon satisfaction of the liabilities of the Company with respect to the Participants in the Plans and their Beneficiaries and such utilization shall be in accordance with the procedures set forth herein, except that all such amounts held at any time shall be subject to claims of general creditors of the Company in the event of bankruptcy or insolvency, as defined in Section 2.1; WHEREAS, any amounts transferred by the Company to the Trust and the earnings thereon shall revert to the Company only upon satisfaction of all liabilities of the Company under 3 -2- the Plans, except that all such amounts held at any time under this Agreement shall be subject to the claims of general creditors of the Company in the event of bankruptcy or insolvency, as defined in section 2.1; and WHEREAS, the Company and the Trustee wish to amend further and restate this Agreement of Trust to provide for more efficient administration of the Trust in order to best enable the Company to meet all of its obligations under the Plans. NOW, THEREFORE, in consideration of the premises and mutual and independent promises herein, the parties hereto covenant and agree as follows: ARTICLE I Establishment of Trust 1.1. Trust Fund. The Company hereby establishes with the Trustee a Trust consisting of such sums of money, and such other property, acceptable to the Trustee, as shall from time to time be paid or delivered to the Trustee by the Company and the earnings and profits thereon. All such money and property, all investments made therewith and proceeds thereof, less the payments or other distributions which, at the time of reference, shall have been made by the Trustee, as authorized herein, shall be referred to herein as the "Trust Fund" and shall be held by the Trustee, in Trust, in accordance with the provisions of this Agreement. The Trust Fund shall be revalued by the Trustee every day that the Trustee and the New York Stock Exchange are both open for business at current market values, as determined by the Trustee. The Trustee shall hold, manage, invest and otherwise administer the Trust Fund pursuant to the terms of this Agreement. Except as otherwise expressly provided herein, this Trust shall be irrevocable and no part of the Trust Fund shall revert, or be paid to, the Company. 1.2. Contributions. The Company shall contribute to the Trust from time to time part or all of the amount which is expected to provide funds equal to the sum of the expected benefits due to employees or beneficiaries under the terms of the Plans. The Trustee shall be responsible only for contributions actually received by it hereunder and the earnings on such contributions. Furthermore, the Trustee shall have no duty or responsibility with respect thereto, except as otherwise expressly provided in this Trust Agreement or agreed to by the Trustee. ARTICLE II Purpose of Trust 2.1. Effect of Bankruptcy or Insolvency on Trust Distribution. For purposes of this Section, the Trust assets shall be considered as held in separate shares for the benefit of the creditors of the Company in the event that the Company becomes insolvent. The assets of the Trust shall be subject only to the claims of a Company's general creditors in the event of that Company's bankruptcy or insolvency. A Company shall be 4 -3- considered "bankrupt" or "insolvent" if the Company is (A) unable to pay its debts when due or (B) engaged as a debtor in a proceeding under the Bankruptcy Code, 11 U.S.C. Section 101 et seq. The Plan Administrator of the Plans (the "Plan Administrator") must give written timely notification to the Trustee of the Company's bankruptcy or insolvency. Upon receipt of such a notice, or upon actual knowledge of the Trustee, or upon receipt of a written allegation from a person or entity claiming to be a creditor of the Company that the Company is bankrupt or insolvent, the Trustee shall discontinue payments to Participants and Beneficiaries. The Trustee shall, as soon as practicable thereafter, determine whether the Company is bankrupt or insolvent. In determining whether the Company is bankrupt or insolvent, the Trustee may rely conclusively upon, and be protected in so relying upon, records of a court of competent jurisdiction or a report issued by a national credit reporting agency showing that the Company is or is not bankrupt or insolvent. If the Trustee determines, based on such information, that a Company is bankrupt or insolvent, the Trustee shall hold the assets of the Trust for the benefit of the Company's general creditors, and deliver any undistributed assets to satisfy the claims of such creditors as a court of competent jurisdiction may direct. The Trustee shall resume payments to Participants or Beneficiaries only after it has determined that the Company is not bankrupt or insolvent, is no longer bankrupt or insolvent (if the Trustee determined that the Company was bankrupt or insolvent), or pursuant to an order of a court of competent jurisdiction. Except as expressly provided above, unless the Trustee has actual knowledge of the Company's bankruptcy or insolvency, the Trustee shall have no duty to inquire whether the Company is bankrupt or insolvent. If the Trustee discontinues payment of benefits from the Trust pursuant to this Section 2.1 and subsequently resumes such payments, the first payment following such discontinuance shall include the aggregate amount of all payments which would have been made to each Participant or Beneficiary during the period of such discontinuance, less the aggregate amount of payments made to the Participant or Beneficiary by the Company, as certified by the Company to the Trustee, in lieu of the payments provided for hereunder during any such period of discontinuance. For purposes of this Section 2.1, actual knowledge of the Trustee shall mean knowledge obtained by written notice or other written communication to the trust department of the Trustee as provided in Section 11.6. 2.2. Vehicle to Meet Obligations. The Company represents and agrees that the Trust established under this Agreement does not fund and is not intended to fund the Plans or any other employee benefit plan or program of the Company. The Trust is and is intended to be depository arrangement with the Trustee for the setting aside of cash and other assets of the Company as and when it so determines, in its sole discretion, for the meeting of part or all of its future obligations to some or all of the Participants and their Beneficiaries under the Plans. The Company further represents that the Plans are deferred compensation plans for a select group of management and highly compensated employees and as such is exempt from the application of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), except for the disclosure requirements applicable to such plans for which the Company bears full responsibility as to compliance. The Company further represents that neither Plan is qualified under Section 401 of the Code and therefore is not subject to any of the Code requirements applicable to tax-qualified plans. 5 -4- ARTICLE III Trust Agent 3.1. Initial Appointment of Trust Agent. By its acceptance of this Trust, the Trustee hereby agrees to the designation by the Company of William Mercer Incorporated as the Trust Agent ("Trust Agent") under this Agreement. The Trustee shall have no responsibility for the performance of the duties of the Trust Agent. 3.2. Removal of the Trust Agent. Either the Company or, in the event of the Company's bankruptcy or insolvency, the Trustee may terminate the Trust Agent by written notice to the Company or the Trustee (as the case may be) and appoint a successor as provided in Section 3.3. 3.3. Resignation of the Trust Agent. The Trust Agent may resign at any time by delivery of written notice of resignation to the Trustee and the Company. Upon receipt of the notice of resignation, the Plan Administrator shall appoint a successor Trust Agent. If such notice of resignation is received following the Company's bankruptcy or insolvency, the Trustee shall appoint a successor Trust Agent in its discretion, which successor shall be a national compensation or actuarial consulting firm of similar reputation to any such resignation or any termination of the Trust Agent pursuant to Section 3.2. Such appointments shall take effect as of a future date specified in the notice of same, which date shall not be earlier than the date 60 days after the day on which the notice is delivered, or such earlier date as may be agreed to by the Trust Agent and the Trustee. The successor Trust Agent shall, as a condition to such appointment, agree in writing to be bound by the terms of this Agreement and to perform the duties and assume the responsibilities assigned to the Trust Agent under this Agreement. As soon as practicable after a Trust Agent has resigned or has been terminated it shall deliver to the successor Trust Agent all reports, records, documents, and other written information in its possession regarding the Plans, the Trust Fund, and the Participants in the Plans, and thereupon shall be entitled to all unpaid fees, compensation and reimbursement to which it is entitled under this Agreement and shall be relieved of all responsibilities and duties under this Agreement. 3.4. Records. The Trust Agent shall maintain or cause to be maintained all the Participant records contemplated by this Agreement. The Trust Agent also shall prepare and distribute Participant's statements which shall include income tax information, if that information is supplied to the Trust Agent by the Company, with respect to payments to Participants and their Beneficiaries and shall perform such other duties and responsibilities as the Trustee determines is necessary or advisable to achieve the objectives of this Agreement. Any tax information applicable to a Participant or Beneficiary, including any required tax withholding, shall be supplied to the Trust Agent by the Company, Plan Administrator or Trustee. 3.5. Participant Information. The Trust Agent shall furnish to the Company and Trustee all the information necessary to determine the benefits payable to or with respect to each Participant in the Plan, including any benefits payable after a Participant's death and recipient of 6 -5- same. The Trust shall from time to time, and at least annually, and promptly upon the request of the Company or Trustee, furnish updated information to the Company or Trustee. The Trust Agent shall prepare an annual benefits statement in respect to each Participant and shall furnish a copy of same to the Participant or his Beneficiary, but in no even shall the Trustee be required to prepare any such statement. 3.6. Benefit Payments. Upon proper notification from the Plan Administrator, the Trust Agent shall prepare a certification to the Trustee that a Participant's benefits under a Plan have become payable and shall furnish a copy of such certification to the Participant or to the Beneficiary of a deceased Participant. Such certification shall include the amount of such benefits, the terms or payment, the amount of any taxes required to be withheld from such amount, if such information is supplied to the Trust Agent by the Plan Administrator, and the name, address and social security number of the recipient. Upon the receipt of such certified statement, the Trustee shall commence cash distributions from the Trust Fund in accordance therewith to the person or persons so indicated and to the Company with respect to taxes required to be withheld and the Trust Agent shall charge the payments against the Participant's benefits. The Company shall have full responsibility for the payment of all withholding taxes to the appropriate taxing authority and shall also furnish each Participant or Beneficiary with the appropriate tax information form evidencing such payment and the amount thereof. Upon the Trustee's receipt of actual notice from the Company or Plan Administrator of a change of control, as defined in a Plan, the Trustee will pay benefits to the participants pursuant to the terms of such Plan. 3.7. Company's Liability Not Limited to Assets. Nothing provided in this Agreement shall relieve the Company of its liabilities to pay the retirement and death benefits provided under the Plans except to the extent such liabilities are met by application of the Trust Fund. ARTICLE IV Administration 4.1 Plan Documents and Authorizations. The Company shall provide the Trust Agent with a certified copy of the Plans and all amendments thereto promptly upon their adoption. The Company shall file with the Trustee and the Trust Agent a certified list of the names and specimen signatures of the officers of the Company, the members of the Compensation Committee of the Board of Directors of the Company ("Compensation Committee"), or any person authorized to act for them. The Company shall promptly notify the Trustee and the Trust Agent of the addition or deletion of any person's name to or from such list, respectively. Until receipt by the Trustee and/or the Trust Agent of proper notice that any person is no longer authorized so to act, the Trustee or the Trust Agent may rely on the actions of such person or persons until notified in writing that such certification has been revoked. All certifications, notices and directions by any such authorized person or persons to the Trustee or Trust Agent shall be in writing signed by such person or persons or shall be by electronic means mutually agreeable to the Trustee or Trust Agent and the person giving the certification notice or direction. The Trustee and the Trust Agent may rely on any such certification, notice or direction 7 -6- purporting to have been signed by or on behalf of such person or persons that the Trustee or the Trust Agent reasonably believes to have been signed (or electronically given) thereby. The Trustee and the Trust Agent shall have no responsibility for acting or not acting in reliance upon any notification believed by the Trustee or the Trust Agent to have been so signed (or electronically given) by a duly authorized officer or agent of the Company. The Company shall be responsible for keeping accurate books and records with respect to the employees of the Company and their compensation. The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims, provided, however, that the Trustee shall incur no liability for any action taken pursuant to a written (or electronic) direction from the Company. Except as otherwise required by applicable law or Section 4.2(b)(ii) of this Agreement, the Trustee shall not be liable under this Agreement for any claim for special, indirect, or consequential losses or damage of any kind whatsoever (including but not limited to lost profits) even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of the action. 4.2. Directions and Indemnification. (a) Directions. The Trustee shall not be liable for the proper application of any part of the Trust Fund if payments are made in accordance with the directions of the Company, Plan Administrator or Transfer Agent as herein provided, nor shall the Trustee be responsible for the adequacy of the Trust Fund to meet and discharge any and all payments and liabilities under the Plans. All persons dealing with the Trustee are released-from inquiry into the decision or authority of the Trustee and from seeing to the application of any moneys, securities or other property paid or delivered to the Trustee. (b) Indemnification. (i) The Company shall indemnify the Trustee against, and hold the Trustee harmless from, any and all loss, damage, penalty, liability, cost, and expense, including without limitation, reasonable attorneys' fees and disbursements, that may be incurred by, imposed upon, or asserted against the Trustee by reason of any third party claim, regulatory proceeding, or litigation arising from any act done or omitted to be done by any individual or person with respect to the Plans or Trust, including without limitation the selection of GICs and similar investments by the Company, excepting only any and all loss, etc., to the extent that it arises from the Trustee's failure to perform in accordance with the Trust Agreement. (ii) The Trustee shall indemnify the Company against, and hold the Company harmless from, any and all loss, damage, penalty, liability, cost and expense, including without limitation, reasonable attorneys' fees and disbursements that may be incurred by, imposed upon or asserted against the Company or Plan Administrator as a direct result of any third party claim, regulatory proceeding or litigation to the extent that it arises from the Trustee's failure to perform in accordance with The Trust Agreement. (c) Survival. The provisions of this Section 4.3 shall survive the termination of this Agreement. 8 -7- ARTICLE V Trust Investments 5.1. Reserved. 5.2. General Investment Powers. The Trustee shall invest the Trust fund pursuant to the directions it receives from the Trust Agent, but shall not invest in securities of the Company. Subject to the foregoing, the Trustee shall have the power in investing and reinvesting the Trust Fund: (a) To invest and reinvest in any property, real, personal or mixed, wherever situated and whether or not productive of income or consisting of wasting assets, including without limitation, common and preferred stock, bonds, notes, debentures (including convertible stocks and securities but not including any stock or security of the Trustee, either Company, or any affiliate thereof), leaseholds, mortgages, certificates or deposit or demand or time deposits (including any such deposits with the Trustee), shares of investment companies and mutual funds, interests in partnerships and trusts, insurance policies and annuity contracts, and oil, mineral or gas properties, royalties, interests or rights, without being limited to the classes or property in which trustees are authorized to invest by any law or any rule of court of any state and without regard to the proportion any such property may bear to the entire amount of the Trust Fund; (b) To invest and reinvest all or any portion of the Trust Fund, collectively through the medium of any common, collective or commingled trust fund that may be established and maintained by the Trustee for plans or programs which are not tax qualified, subject to the instrument or instruments establishing such trust fund or funds and with the terms of such instrument or instruments, as from time to time amended, being incorporated into this Agreement to the extent of the equitable share of the Trust Fund in any such common collective or commingled trust fund; (c) To retain any property at any time received by the Trustee; (d) To sell or exchange any property held by it at public or private sale, for cash or on credit, to grant and exercise options for the purchase or exchange thereof, to exercise all conversion or subscription rights pertaining to any such property and to enter into any covenant or agreement to purchase any property in the future; (e) To participate in any plan of reorganization, consolidation, merger, combination, liquidation or other similar plan relating to property held by it and to consent to or oppose any such plan or any action thereunder or any contract, lease, mortgage, purchase, sale or other action by any person; 9 -8- (f) To deposit any property held by it with any protective, reorganization or similar committee, to delegate discretionary power thereto, and to pay part of the expenses and compensation thereof and any assessments levied with respect to any such property so deposited; (g) To extend the time of payment of any obligation held by it; (h) To hold uninvested any moneys received by it, without liability for interest thereon, until such moneys shall be invested, reinvested or disbursed; (i) To exercise all voting or other rights with respect to any property held by it and to grant proxies, discretionary or otherwise; (j) For the purposes of the Trust, to borrow money from others, to issue its promissory note or notes therefor, and to secure the repayment thereof by pledging any property held by it; (k) To manage, administer, operate, insure, repair, improve, develop, preserve, mortgage, lease or otherwise deal with, for any period, any real property or any oil, mineral or gas properties, royalties, interests or rights held by it directly or through any corporation or partnership, either alone or by joining with others, using other Trust assets for any such purposes, to modify, extend, renew, waive or otherwise adjust any provision of any such mortgage or lease and to make provision for amortization of the investment in or depreciation of the value of such property; (l) Tom employee suitable agents and counsel, who may be counsel to the Company or the Trustee, and to pay their reasonable expenses and compensation from the Trust Fund to the extent not paid by the Company; (m) To cause any property held by it to be registered and held in the name of one or more nominees, with or without the addition of words indicating that such securities are held in a fiduciary capacity, and to hold securities in bearer form; (n) To settle, compromise or submit to arbitration any claims, debt or damages due or owing to or from the Trust, respectively, to commence or defend suits or legal proceedings to protect any interest of the Trust, and to represent the Trust in all suits or legal proceedings in any court or before any other body or tribunal; provided, however, that the Trustee shall not be required to take any such action unless it shall have been indemnified by the Company to its reasonable satisfaction against liability or expenses it might incur therefrom; 10 -9- (o) To organize under the laws of any state a corporation or trust for the purpose of acquiring and holding title to any property which it is authorized to acquire hereunder and to exercise with respect thereto any or all of the powers set forth herein; and (p) Generally, to do all acts whether or not expressly authorized, that the Trustee may reasonably deem necessary or desirable for the protection of the Trust Fund. 5.3 No Duty of Inquiry. No person dealing with the Trustee shall be under any obligation to see to the proper application of any money paid or property delivered to the Trustee or to inquire into the Trustee's authority as to any transaction. 5.4 Method of Distribution. The Trustee shall distribute cash from the Trust Fund in accordance with Article III hereof. The Trustee may make any distribution required hereunder by mailing its check for the specified amount to the person to whom such distribution or payment is to be made, at such address as may have been last furnished to the Trustee, or if no such address shall have been so furnished, to such person in care of the Company or (if so directed by the Company) by crediting the account of such person or by transferring funds so such person's account by bank or wire transfer. 5.5 Actions by Company. If at any time there is no person authorized to act under this Agreement on behalf of a Company, the Chief Executive Officer, Chief Financial Officer, Vice President of Human Resources or General Counsel of the Company shall have the authority to act on behalf of the Company hereunder. 5.6 Trustee's Liability for Acting Under the Directions of the Trust Agent. The Trustee shall have no liability or responsibility to either Company or any persons claiming any interest in the Trust Fund for acting without question on the direction of, or for failing to act in the absence of any direction from, the Trust Agent unless the Trustee participated knowingly in, or knowingly undertook to conceal, an act or omission of the Trust Agent constituting a breach of its duties hereunder, knowing such act or omission was a breach of such duties; provided, however, that the Trustee shall not be deemed to have 'participated' in a breach by the Trust Agent for the purposes of this undertaking solely as a result of the performance by the Trustee or its officers, employees or agent of any custodial, reporting, recording, and bookkeeping functions with respect to any assets of the Trust Fund managed by the Trust Agent or solely as a result of settling purchase and sale transactions entered into or directed by the Trust Agent, or to have 'knowledge' of any such breach solely as a result of the information received by the Trustee or its officers, employees or agents in the normal course in performing such functions or settling such transactions. If the Trustee has actual knowledge of a breach committed by the Trust Agent, it shall promptly notify the Company in writing thereof, and the Trustee, except as required by applicable law, shall thereafter have no responsibility to remedy such breach. 11 -10- ARTICLE VI Expenses 6.1 Taxes. The Company agrees that all income, deductions and credits under the Trust belong to it as owner for income taxes purposes and will be included on the Company's income tax returns. The Company shall pay any Federal, state and local taxes of the Trust Fund, or any part thereof, and on the income therefrom. 6.2 Compensation. The Trustee shall be entitled to such compensation and fees for its services under this Agreement as shall be set forth in its Published Schedule of Compensation attached as Exhibit I as amended from time to time by the parties. Such expenses and compensation shall be a charge on the Trust Fund and shall constitute a lien in favor of the Trustee until paid by the Company. Such compensation, fees and reimbursement for expenses and liability described in Section 4.2 and Section 5.2(1), shall be paid to the Trustee or the Trust Agent by the Company directly; but if the Company shall fail to do so, the Trustee shall be entitled to withdraw all amounts to which it is entitled from the Trust Fund. To the extent the Trust Fund is not sufficient, the additional amounts due shall constitute a lien against the Trust Fund. ARTICLE VII Trust Records and Accounts 7.1. Trust Records. The Trustee shall maintain records with respect to the Trust Fund that show all receipts, investments, disbursements and other transactions hereunder. The record of the Trustee with respect to the Trust Fund shall be open to inspection by the Company, the Trust Agent and Participants, or their representatives, at all reasonable times during normal business hours of the Trustee and may be audited not more frequently than once each fiscal year by an independent certified public accountant engaged by the Company; provided, however, the Trustee shall be entitled to additional compensation from the Company, as mutually agreed upon by the Company and the Trustee, in respect of audits or auditors, requests which the Trustee reasonably determines to exceed the ordinary course of the usual scope of such examination of its records. 7.2. Settlement of Accounts. Within a reasonable time after the close of each fiscal year of the Company (or, in the Trustee's discretion, at more frequent intervals), or of any termination of the duties of the Trustee hereunder, the Trustee shall prepare and deliver to the Company and the Trust Agent a statement of transactions reflecting its acts and transactions as Trustee during such fiscal year, portion thereof or during such period from the close of the last fiscal year or last statement period to the termination of the Trustees duties, respectively, including a statement of the then current value of the Trust Fund. Any such statement shall be deemed an account stated and accepted and approved by each Company, and the Trustee shall be relieved and discharged, as if such account had been settled and allowed by a judgment or decree of a court of competent jurisdiction, unless protested by the Company by written notice to the 12 -11- Trustee within ninety (90) days of receipt thereof by the Company. The Trustee shall have the right to apply at any time to a court of competent jurisdiction for judicial settlement of any account of the Trustee not previously settled as herein provided or for the determination of any question of construction or for instructions. In any such action or proceeding it shall be necessary to join as parties only the Trustee and the Company (although the Trustee and the Company may also join such other parties as it may deem appropriate), and any judgment or decree entered therein shall be conclusive. ARTICLE VIII Trustee Resignation and Removal 8.1 Resignation of Trustee. The Trustee may resign at any time by delivering written notice thereof to the Company; provided, however, that no such resignation will take effect until the earlier of (i) sixty (60) days from the date of delivery of such notice to the Company or (ii) the appointment of successor trustee. 8.2 Removal of Trustee. The Trustee may be removed by the Company at any time, pursuant to a written instrument executed by the Plan Administrator removing the Trustee and appointing a successor trustee. Such removal shall become effective sixty (60) days after receipt by the Trustee of such resolution, unless the Trustee shall agree to an earlier effective date. 8.3 Appointment of a Successor Trustee. Upon the resignation or removal of the Trustee, a successor trustee shall be appointed by the Plan Administrator. Such Successor trustee shall be a bank or trust company established under the laws of the United States or a State within the Untied States and having assets in excess of $500,000,000. Such appointment shall take effect upon the delivery to the Trustee of (a) a written appointment of such successor trustee, duly executed by the Plan Administrator, as the case may be, and (b) an acceptance by such successor trustee. Any successor trustee shall have all the rights, powers and duties granted the Trustee hereunder. 8.4 Petition for Successor. If, within sixty (60) days of the delivery of the Trustee's written notice of resignation, a successor trustee shall not have been appointed, the Trustee may apply to any court of competent jurisdiction for the appointment of a successor trustee. 8.5 Transfer of Trust Fund. Upon the resignation or removal of the Trustee and the appointment of a successor trustee, and after the acceptance and approval of its account, the Trustee shall transfer and deliver the Trust Fund to such successor. Under no circumstances shall the Trustee transfer or deliver the Trust Fund to any successor which is not a bank or trust company as hereinabove defined. 13 -12- ARTICLE IX Termination 9.1. Termination of the Trust. The Trust may be terminated at any time by the Company, pursuant to a written instrument executed by the Plan Administrator upon delivery to the Trustee of a copy of such written instrument of termination. However, the Trust may not be terminated in the event of the Company's bankruptcy or insolvency, as defined in Section 2.1, and, in such case, distributions will be made in accordance with that Article. 9.2. Distribution Upon Termination. Upon the termination of the Trust, the Trustee shall, after the acceptance and approval of its account, distribute to each Participant or his Beneficiary, on a pro-rata basis to the extent of the Trust fund, in accordance with the written directions of the Trust Agent, owing to that Participant or Beneficiary under each Plan. After the satisfaction of all liabilities with respect to all Participants in the Plans and their Beneficiaries as certified to by the Trust Agent, the Trustee shall distribute any assets remaining in the Trust Fund to the Company in accordance with the Company's written direction. Upon completing such distributions, the Trustee shall be relieved and discharged. The powers of the Trustee shall continue as long as any part of the Trust Fund remains in its possession. ARTICLE X Amendment This Agreement may be amended, in whole or in part, at any time and from time to time, by the Company pursuant to a written instrument executed by the Chief Executive Officer, Chief Financial Officer, Vice President of Human Resources or General Counsel by delivery to the Trustee of a copy of such written instrument duly executed, except that the duties and responsibilities of the Trustee shall not be increased without the Trustee's written consent. ARTICLE XI Miscellaneous 11.1. Governing Law. This Agreement shall be construed and interpreted under, and the Trust hereby created shall be governed by, the laws of the State of New York insofar as such laws do not contravene any applicable Federal laws, rules or regulations. 11.2. Gender. Neither the gender nor the number (singular or plural) of any word shall be construed to exclude another gender or number when a different gender or number would be appropriate. 11.3. No Rights to Particular Assets. No Participant or Beneficiary shall have any preferred claim on, or any beneficial ownership interest in, any assets of the Trust before such assets are paid to the Participant or Beneficiary, and all rights created under the Trust and the Plans shall be unsecured rights of the Participant or Beneficiary against the Company. No rights 14 -13- or interest of any Participant or Beneficiary under the Plans shall be transferable or assignable or shall be subject to alienation, anticipation or encumbrance, and no right or interest of any Participant or Beneficiary in the Plans shall be subject to any garnishment, attachment, or execution, levy or other legal or equitable process. Notwithstanding anything to the contrary, the Trust Fund shall at all times remain subject to claims of general creditors of the Company in the event of the Company's bankruptcy or insolvency as provided herein. 11.4. Successors. This Agreement shall be binding upon and inure to the benefit of any successor to the Company or its business as the result of merger, consolidation, reorganization, transfer of assets or otherwise and any subsequent successor thereto. In the event of any such merger, consolidation, reorganization, transfer of assets or other similar transaction, the successor to the Company or its business or any subsequent successor thereto shall promptly notify the Trustee in writing of its successorship. In no event shall any such transaction described herein suspend or delay the rights of Participants or the Beneficiaries of deceased participants to receive benefits hereunder. 11.5. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which shall together constitute only one Agreement. 11.6. Notices. Communication to the Trustee shall be sent to The Chase Manhattan Bank, New York, New York or to such other address as the Trustee may specify in writing. Communications to the Company shall be sent to the attention of the Compensation Committee under the Plan at the Company's principal offices or to such other address as the Compensation Committee may specify in writing. No communication shall be binding upon the Trustee or the Company until received. IN WITNESS WHEREOF, the parties hereto have caused this amended and restated Trust Agreement to be duly executed and their respective corporate seals to be hereto affixed. DELL COMPUTER CORPORATION By: /s/ JULIE A. SACKETT --------------------------------- Its: Vice President THE CHASE MANHATTAN BANK By: /s/ OTIS A. SINNETT, JR. --------------------------------- Its: Vice President ---------------------------------

EX-23

   1
                                                                     EXHIBIT 23



                       CONSENT OF INDEPENDENT ACCOUNTANTS

         We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated February 15, 2001
relating to the consolidated financial statements and financial statement
schedule, which appears on page 26 of the Dell Computer Corporation Annual
Report on Form 10-K, for the year ended February 2, 2001. We also consent to the
incorporation by reference in this Registration Statement of our report dated
June 29, 2001 relating to the financial statements and financial statement
schedules, which appears in the Dell Computer Corporation Deferred Compensation
Plan Annual Report on Form 11-K, for the year ended December 31, 2000.

/s/ PricewaterhouseCoopers LLP

Austin, Texas
September 20, 2001

EX-99.1

   1
                                                                   EXHIBIT 99.1



              DELL COMPUTER CORPORATION DEFERRED COMPENSATION PLAN






   2





                            DELL COMPUTER CORPORATION
                           DEFERRED COMPENSATION PLAN




















                              AMENDED AND RESTATED
                         EFFECTIVE AS OF JANUARY 1, 2001


   3





                                Table of Contents




                                                                                                               Page
                                                                                                               ----
                                                                                                     
Article I. Definitions and Construction...........................................................................1
1.1      Definitions..............................................................................................1
         (1)      Account(s)......................................................................................1
         (2)      Affiliate.......................................................................................1
         (3)      Base Salary.....................................................................................1
         (4)      Base Salary Deferrals...........................................................................2
         (5)      Bonus...........................................................................................2
         (6)      Bonus Deferrals.................................................................................2
         (7)      Bonus Year......................................................................................2
         (8)      Change of Control...............................................................................2
         (9)      Code............................................................................................3
         (10)     Committee.......................................................................................3
         (11)     Company.........................................................................................3
         (12)     Company Credits.................................................................................3
         (13)     Company Credits Account.........................................................................3
         (14)     Compensation....................................................................................4
         (15)     Compensation Deferrals..........................................................................5
         (16)     Compensation Deferrals Account..................................................................5
         (17)     Directors.......................................................................................5
         (18)     Disability......................................................................................5
         (19)     Effective Date..................................................................................5
         (20)     Election Date...................................................................................5
         (21)     Employee........................................................................................6
         (22)     Employer or Participating Employer..............................................................6
         (23)     ERISA...........................................................................................6
         (24)     Investment Fund(s)..............................................................................6
         (25)     Participant.....................................................................................6
         (26)     Plan............................................................................................6
         (27)     Plan Year.......................................................................................6
         (28)     Retirement Date.................................................................................6
         (29)     Trust or Trust Fund.............................................................................6
         (30)     Trust Agreement.................................................................................6
         (31)     Trustee.........................................................................................6
         (32)     Unforeseeable Financial Emergency...............................................................6
         (33)     Valuation Dates.................................................................................7
         (34)     Vested Interest.................................................................................7
         (35)     Vesting Service.................................................................................7

1.2      Number and Gender........................................................................................7
1.3      Headings.................................................................................................7

Article II.       Participation...................................................................................7
2.1      Participation............................................................................................7




                                       i
   4



                                Table of Contents
                                  (continued)



                                                                                                               Page
                                                                                                               ----
                                                                                                     
2.2      Termination of Participation.............................................................................8
2.3      Reemployment of a Participant............................................................................8

Article III.      Contributions...................................................................................8
3.1      Participant Compensation Deferrals.......................................................................8
3.2      Company Credits.........................................................................................10

Article IV.       Allocations to Participant Accounts............................................................11
4.1      Individual Accounts.....................................................................................11
4.2      Investment of Accounts..................................................................................11
4.3      Allocation of Net Income or Loss and Changes in Value...................................................11

Article V.        Hypothetical Investment of Accounts............................................................11
5.1      Hypothetical Investment of Accounts.....................................................................11
5.2      Designation of Investment Funds.........................................................................12

Article VI.       Vested Interest................................................................................12
6.1      Vesting of Compensation Deferrals Account...............................................................12
6.2      Vesting of Company Credits Account......................................................................13
6.3      Forfeitures.............................................................................................13

Article VII.      In-Service Withdrawals and Loans...............................................................13
7.1      In-Service Withdrawals..................................................................................13
7.2      Involuntary Distributions...............................................................................14
7.3      No Loans................................................................................................14

Article VIII.     Plan Benefits..................................................................................14
8.1      Plan Benefit............................................................................................14
8.2      Events Entitling Payment of Benefit.....................................................................14
8.3      Payee and Time of Payment...............................................................................15
8.4      Alternative Forms of Benefit Payments...................................................................15
8.5      Designation of Beneficiaries............................................................................16
8.6      Payer of Benefits.......................................................................................17
8.7      Unclaimed Benefits......................................................................................17

Article IX.       Administration of Plan.........................................................................17
9.1      Appointment of Committee................................................................................17
9.2      Term, Vacancies, Resignation, and Removal...............................................................17
9.3      Self-Interest of Committee Members......................................................................18
9.4      Committee Powers and Duties.............................................................................18
9.5      Claims Review...........................................................................................18




                                       ii

   5

                                Table of Contents
                                  (continued)



                                                                                                               Page
                                                                                                               ----
                                                                                                     
9.6      Company to Supply Information...........................................................................19
9.7      Indemnity...............................................................................................19

Article X.        Purpose and Unfunded Nature of the Plan........................................................20
10.1     Purpose of Plan.........................................................................................20
10.2     Unfunded Nature of Plan.................................................................................20
10.3     Funding of Obligation...................................................................................20

Article XI.       Participating Entities.........................................................................21
11.1     Designation of Participating Entities...................................................................21

Article XII.      Miscellaneous..................................................................................22
12.1     Not Contract of Employment..............................................................................22
12.2     Alienation of Interest Forbidden........................................................................22
12.3     Withholding.............................................................................................22
12.4     Amendment and Termination...............................................................................22
12.5     Severability............................................................................................23
12.6     Governing Laws..........................................................................................23





                                      iii
   6





                            DELL COMPUTER CORPORATION
                           DEFERRED COMPENSATION PLAN













                              AMENDED AND RESTATED
                         EFFECTIVE AS OF JANUARY 1, 2001


   7





                            DELL COMPUTER CORPORATION
                           DEFERRED COMPENSATION PLAN


         Dell Computer Corporation, a corporation organized and existing under
the laws of the State of Delaware (the "Company"), hereby restates the Dell
Computer Corporation Deferred Compensation Plan (the "Plan"), such restatement
to be effective as of January 1, 2001, except as otherwise provided herein;

                                   WITNESSETH:

         WHEREAS, the Company wishes to promote in certain of its highly
compensated employees, and those of its affiliates, the strongest interest in
the successful operation of the business and increased efficiency in their work,
to align the financial interests of such employees with those of Company
shareholders and to provide an opportunity for accumulation of funds for their
retirement; and

         WHEREAS, the Plan was initially adopted effective May 1, 1991, and
previously has been amended and restated effective as of April 1, 1996 and
January 1, 1999; and

         WHEREAS, it is intended that the Plan be "unfunded" for purposes of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA") and not be
construed to provide income to any participant or beneficiary under the Internal
Revenue Code of 1986, as amended (the "Code") prior to actual receipt of
benefits hereunder;

         NOW THEREFORE, the Plan is hereby restated in its entirety as follows
with no interruption in time, effective as of January 1, 2001, except as
otherwise indicated herein:


                                   ARTICLE I.
                          DEFINITIONS AND CONSTRUCTION

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.


                                      -1-
   8

         (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


                                      -2-
   9

                           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.

                                      -3-

   10

         (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:

                           o        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);

                           o        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;

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

                           o        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;

                           o        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;

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

                           o        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

                           o        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.

                                      -4-

   11

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

                           o        Reimbursements and other expense allowances;

                           o        Cash and noncash fringe benefits;

                           o        Moving expenses;

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

                           o        Welfare benefits;

                           o        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;

                           o        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;

                           o        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;

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

                           o        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 1st 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.



                                      -5-
   12
         (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

                                      -6-
   13

                  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.

                                  ARTICLE II.
                                 PARTICIPATION

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,


                                      -7-
   14


                           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.

                                  ARTICLE III.
                                  CONTRIBUTIONS

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.


                                      -8-
   15

                  (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.


                                      -9-
   16

                  (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.

         (c)      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 set forth in Subsection (a)(1) or
                           (b)(1), as applicable.

         (d)      ONGOING ELECTION. A Participant's election to make Base Salary
                  Deferrals shall remain in force and effect while he is a
                  Participant unless and until such deferrals cease in
                  accordance with the provisions of Subsection (c) above or such
                  Participant terminates participation in the Plan pursuant to
                  Section 2.2.

         (e)      CREDITING OF DEFERRALS. Compensation Deferrals made by a
                  Participant shall be credited to such Participant's
                  Compensation Deferrals Account as of a date determined in
                  accordance with procedures established from time to time by
                  the Committee.

         (f)      COMMITTEE LIMITATION ON COMPENSATION DEFERRALS.
                  Notwithstanding the preceding, the Committee may, in its sole
                  discretion, limit (i.e., reduce or terminate) the Compensation
                  Deferral election or Bonus Deferral election for any
                  Participant or group of Participants.

3.2      COMPANY CREDITS. As of any date or dates selected by the Company, the
         Company may credit a Participant's Company Credits Account with an
         amount, if any, as the Company in its sole discretion shall determine.
         Such credits may be made on behalf of some Participants but not others,
         and such credits may vary in amount among individual Participants.


                                      -10-
   17


                                   ARTICLE IV.
                       ALLOCATIONS TO PARTICIPANT ACCOUNTS

4.1      INDIVIDUAL ACCOUNTS. The Committee shall create and maintain adequate
         records to disclose the interest hereunder of each Participant, former
         Participant and Beneficiary. Such records shall be in the form of
         individual accounts and credits and debits shall be made to such
         accounts in the manner herein described.

4.2      INVESTMENT OF ACCOUNTS. The Committee shall allocate earnings and
         losses to each Participant's Accounts according to the hypothetical
         investments made by a Participant pursuant to the terms of Article V.

4.3      ALLOCATION OF NET INCOME OR LOSS AND CHANGES IN VALUE.

         (a)      As of each Valuation Date, the Committee shall determine the
                  fair market value and the net income (or net loss) of each
                  Investment Fund for the period elapsed since the next
                  preceding Valuation Date. The net income (or net loss) of each
                  Investment Fund since the next preceding Valuation Date shall
                  be ascertained by the Committee in such manner as it deems
                  appropriate, which may include expenses, if any, of
                  administering the Investment Fund, the Trust, and the Plan.

         (b)      For purposes of allocations of net income (or net loss), each
                  Participant's Accounts shall be divided into subaccounts to
                  reflect the hypothetical investment of such Participant's
                  Accounts in a particular Investment Fund or Investment Funds
                  pursuant to Article V. As of each Valuation Date, the net
                  income (or net loss) of each Investment Fund, separately and
                  respectively, shall be allocated among the corresponding
                  subaccounts of the Participants who had such corresponding
                  subaccounts invested in such Investment Fund since the next
                  preceding Valuation Date, and each such corresponding
                  subaccount shall be credited with (or debited for) that
                  portion of such net income (or net loss) that the value of
                  each such corresponding subaccount on such next preceding
                  Valuation Date was of the value of all such corresponding
                  subaccounts on such date; provided, however, that the value of
                  such subaccounts as of the next preceding Valuation Date shall
                  be reduced by the amount of any distributions made therefrom
                  since the next preceding Valuation Date.

         (c)      So long as there is any balance in any Account, such Account
                  shall continue to receive allocations pursuant to this
                  Section.

                                   ARTICLE V.
                       HYPOTHETICAL INVESTMENT OF ACCOUNTS

5.1      HYPOTHETICAL INVESTMENT OF ACCOUNTS. The Committee shall from time to
         time select, add, and/or delete Investment Funds for purposes of the
         hypothetical investment of Participants' Accounts. For purposes of
         allocating earnings and losses and valuation of each Participant's
         Accounts, each Participant's Accounts shall be deemed to be invested in
         the Investment Funds. The Committee shall designate which Investment
         Fund or Funds the Participant's Accounts shall be deemed to be
         invested. The preceding notwithstanding, the Committee



                                      -11-
   18


         may, in its discretion, permit one or more Participants, or any group
         of Participants, to direct the hypothetical investment of all or any
         portion of their Accounts in accordance with Section 5.2.

5.2      DESIGNATION OF INVESTMENT FUNDS.

         (a)      Each Participant shall designate, in accordance with the
                  procedures established from time to time by the Committee, the
                  manner in which the amounts credited to his Accounts over
                  which he has been given investment discretion by the Committee
                  shall be deemed to be invested from among the Investment
                  Funds. Such Participant may designate one of such Investment
                  Funds for the hypothetical investment of all the amounts
                  credited to such Accounts, or he may split the hypothetical
                  investment of the amounts credited to such Accounts between
                  such Investment Funds in such increments as the Committee may
                  prescribe. If a Participant fails to make a proper
                  designation, then his Accounts shall be deemed to be invested
                  in the Investment Fund or Investment Funds designated by the
                  Committee from time to time.

         (b)      A Participant may change his hypothetical investment
                  designation for future amounts to be credited to the portion
                  of his Accounts over which he has been given investment
                  discretion by the Committee. Any such change shall be made in
                  accordance with the procedures established by the Committee,
                  and the frequency of such changes may be limited by the
                  Committee.

         (c)      If the Committee elects to establish a hypothetical investment
                  fund that holds shares of the Company's common stock, a
                  Participant may elect to invest his Accounts in such fund. The
                  Committee may in its sole discretion refuse to recognize
                  Participant elections that it determines may cause the
                  Participant's Accounts to become subject to the short-swing
                  profit provisions of Section 16b of the Securities Exchange
                  Act of 1934 and establish special election procedures for
                  Participants subject to Section 16 of such Act.

         (d)      A Participant's hypothetical investment selections pursuant to
                  the immediately preceding paragraph shall be made solely for
                  purposes of crediting earnings and/or losses to his Accounts
                  under Section 4.3 of this Plan. The Committee shall not, in
                  any way, be bound to actually invest any amounts set aside
                  pursuant to Article X below to satisfy its obligations under
                  this Plan in accordance with such selections.

                                  ARTICLE VI.
                                 VESTED INTEREST

6.1      VESTING OF COMPENSATION DEFERRALS ACCOUNT. A Participant shall have a
         100% Vested Interest in his Compensation Deferrals Account at all
         times.


                                      -12-
   19

6.2      VESTING OF COMPANY CREDITS ACCOUNT.

         (a)      A Participant shall acquire a Vested Interest in his Company
                  Credits Account as such Participant completes years of Vesting
                  Service in accordance with the following schedule:




               Years of Vesting Service         Vested Interest
               ------------------------         ---------------
                                             
                   Less than 1 year                    0%
                        1 year                        20%
                        2 years                       40%
                        3 years                       60%
                        4 years                       80%
                    5 years or more                  100%


         (b)      Notwithstanding Subsection (a) above, a Participant shall have
                  a 100% Vested Interest in his Company Credits Account upon the
                  earliest to occur of (i) the attainment of such Participant's
                  Retirement Date while employed by the Company, (ii) the death
                  of such Participant while employed by the Company, (iii) the
                  date such Participant becomes Disabled, or (iv) any earlier
                  date designated by the Committee in its sole discretion.

6.3      FORFEITURES. A Participant who terminates employment with the Company
         and its Affiliates with a Vested Interest in his Company Credits
         Account that is less than 100% shall forfeit to the Company the
         nonvested portion of such Account as of the date of such termination.

                                  ARTICLE VII.
                        IN-SERVICE WITHDRAWALS AND LOANS

7.1      IN-SERVICE WITHDRAWALS.

         (a)      Except as provided in Subsections (b) through (d) below, no
                  in-service withdrawals shall be permitted under the Plan, and
                  Participants shall not be permitted to make withdrawals from
                  the Plan prior to a termination of employment with the Company
                  and its Affiliates.

         (b)      In the event that the Committee, upon written petition of the
                  Participant, determines in its sole discretion that the
                  Participant has suffered an Unforeseeable Financial Emergency,
                  the Participant shall be entitled to withdrawal from his
                  Compensation Deferrals Account an amount not to exceed the
                  lesser of (i) the amount determined by the Committee as
                  necessary to meet the Participant's needs created by the
                  Unforeseeable Financial Emergency or (ii) the Vested Interest
                  in the Participant's Accounts. Such benefit shall be paid in a
                  single lump sum payment as soon as administratively
                  practicable after the Committee has made its determination
                  with respect to the availability and amount of such
                  withdrawal. If the Participant's Accounts are deemed to be
                  invested in more than one Investment Fund, such withdrawal
                  shall be made pro rata from each Investment Fund in which such
                  Accounts are deemed to be invested. This Subsection shall not
                  be applicable to the Participant following his termination of
                  employment with the Company and its Affiliates, and in the
                  event of such termination the amounts credited to the
                  Participant's Accounts shall be payable to him only in
                  accordance with Article VIII.



                                      -13-
   20

         (c)      A Participant may at any time make an irrevocable election,
                  effective as of the first day of the next Plan Year, to have
                  all or a portion of the Vested Interest in his Accounts,
                  determined as of the date his election is made, paid to him on
                  a fixed date specified in such election, which shall be at
                  least two (2) years following the date that such election is
                  submitted to the Committee in writing. The amount of the
                  payment pursuant to this irrevocable election shall be stated
                  in the election and shall be a fixed dollar amount, and shall
                  not be adjusted for earnings or losses following such election
                  date. Once an in-service distribution election has been filed
                  with the Committee, it may be extended to provide that the
                  distribution shall be made on a date which is subsequent to
                  the original distribution date; provided, however, that a
                  Participant may not elect to extend his distribution date
                  during the two (2) year period immediately preceding the
                  designated distribution date. A Participant may have only one
                  election hereunder outstanding at any time. Notwithstanding
                  the preceding, if the Participant terminates employment prior
                  to the designated payment date, his election shall be
                  terminated and his Accounts shall be distributed as provided
                  in Section 8.4 below.

         (d)      In the event that the Committee, upon written petition of the
                  Participant, determines in its sole discretion that the
                  Participant has a Disability, the Participant shall be
                  entitled to a distribution in accordance with Article VIII.

7.2      INVOLUNTARY DISTRIBUTIONS. Notwithstanding anything contained in the
         Plan to the contrary, if at any time any Participant is finally
         determined by the Internal Revenue Service or the U.S. Department of
         Labor not to qualify as a member of a select group of "management or
         highly compensated employees" as such term is used in ERISA Section
         401(a)(1), the Committee may, in its sole discretion, immediately
         distribute in one lump sum to such Participant his vested account under
         the Plan. A final determination of the Internal Revenue Service or the
         U.S. Department of Labor shall be a decision rendered by the Internal
         Revenue Service or the U.S. Department of Labor which is no longer
         subject to administrative appeal within such agency. In addition, the
         Committee may, in its exclusive and sole discretion, cause the Plan to
         make a distribution to a Participant during a Plan Year in order to
         cause the Participant to have sufficient taxable compensation to
         satisfy the annual addition requirements of Code Section 415 with
         respect to any qualified retirement plans maintained by the Company
         during such Plan Year.

7.3      NO LOANS. Participants shall not, at any time, be permitted to borrow
         from the Plan or Trust Fund.

                                 ARTICLE VIII.
                                  PLAN BENEFITS

8.1      PLAN BENEFIT. A Participant's Plan benefit shall be the value of his
         Accounts determined as of the Valuation Date immediately preceding the
         time of payment of such Accounts in accordance with Section 8.3.

8.2      EVENTS ENTITLING PAYMENT OF BENEFIT. A Participant's benefit shall
         become payable upon the earliest to occur of the following events:

         (a)      A termination of the Participant's employment with the Company
                  and its Affiliates for any reason;



                                      -14-
   21

         (b)      The death of the Participant;

         (c)      A determination by the Committee that the Participant has a
                  Disability; or

         (d)      A Change of Control.

         A Participant's benefit shall equal the Participant's Vested Interest
         in his Accounts as of the Valuation Date next preceding the date the
         payment of such benefit is to be paid or commence pursuant to Section
         8.3.

8.3      PAYEE AND TIME OF PAYMENT. Payment of a Participant's benefit shall be
         paid or commence as soon as administratively practicable following the
         Section 8.2 event triggering payment. The Participant's benefit shall
         be paid to the Participant, unless the Section 8.2 triggering event is
         the death of the Participant, in which case the Participant's benefit
         shall be paid to the Participant's designated beneficiary as provided
         in Section 8.5.

8.4      ALTERNATIVE FORMS OF BENEFIT PAYMENTS.

         (a)      A Participant's benefit under the Plan shall be paid in cash
                  in one of the following forms:

                  (1)      A single lump sum payment; or

                  (2)      Monthly, quarterly or annual installment payments for
                           a term certain not to exceed ten years payable to
                           such Participant or, in the event of such
                           Participant's death prior to the end of such term
                           certain, to his designated beneficiary as provided in
                           Section 8.5.

         (b)      A Participant must elect one of the forms of payment listed in
                  Subsection 8.4(a) above on or before the date he first becomes
                  a Participant of the Plan pursuant to Article II. Except as
                  provided in Subsection 8.4(c) below, such election shall be
                  irrevocable by the Participant and shall remain in effect for
                  all periods of a Participant's participation in the Plan. In
                  the event a Participant fails to elect timely the form in
                  which his benefit payments are to be made, such benefit
                  payments shall be deemed to have been elected by such
                  Participant to be in the form of a single lump sum payment.

         (c)      A Participant may shall be entitled to change his elected form
                  of benefit payment under Subsection 8.4(a) above with respect
                  to all amounts allocated to his Accounts (i.e., both existing
                  and future allocations) as of each January 1st. Such change
                  shall be made prior to each such January 1st and shall be
                  effective as of the subsequent January 1st. If a triggering
                  event described in Section 8.2 occurs during the Plan Year
                  following the Committee's receipt of an election to change
                  distribution forms, such election shall be deemed to be null
                  and void and the immediately preceding election shall apply to
                  the Participant's distribution. A Participant who does not
                  elect to change his current elected (or deemed elected) form
                  of benefit payment with respect to future allocations to such
                  Participant's Accounts as of any such January 1 shall not be
                  entitled to change his elected form of benefit until the
                  subsequent January 1st. If a Participant elected to receive
                  his benefit payment in one or more



                                      -15-
   22

                  different forms of payment prior to January 1, 2000, such
                  Participant shall receive his distribution pursuant to the
                  most recent form of distribution elected by the Participant;
                  provided, however, if no such election is on file with the
                  Committee, his distribution shall be made in the form elected
                  of a single lump sum payment, unless such Participant elects
                  to file a new election under Subsection (a) above.

         (d)      If a Participant dies prior to the date the payment of his
                  benefit begins or is completed, such benefit shall be paid to
                  such Participant's beneficiary designated in accordance with
                  Section 8.5 in a single lump payment, notwithstanding any
                  other form of payment elected by such Participant.

         (e)      The preceding Subsections notwithstanding, if the Section 8.2
                  event triggering payment of a Participant's benefit is a
                  Change of Control, such benefit shall be paid to such
                  Participant in a single lump sum cash payment as soon as
                  administratively practicable after such Change of Control.

         (f)      Notwithstanding any provision of the Plan to the contrary, the
                  Committee may, in its sole and absolute discretion, distribute
                  a Participant's benefit in the form of a single lump sum
                  payment notwithstanding any other form of distribution elected
                  by the Participant.

8.5      DESIGNATION OF BENEFICIARIES.

         (a)      Each Participant shall have the right to designate the
                  beneficiary or beneficiaries to receive payment of his benefit
                  in the event of his death. Each such designation shall be made
                  by executing the beneficiary designation form prescribed by
                  the Committee and filing such form with the Committee during
                  the life of such Participant. Any such beneficiary designation
                  may be changed at any time by execution and filing of a new
                  designation in accordance with this Subsection. The preceding
                  notwithstanding, (i) if a Participant has designated his
                  spouse as his beneficiary, such designation shall be void and
                  of no effect upon the divorce of the Participant and such
                  spouse, unless the Participant notifies the Committee to the
                  contrary in writing after the date of such divorce, and (ii)
                  if a Participant who is married on the date of his death has
                  designated an individual or entity other than his surviving
                  spouse as his beneficiary, such designation shall not be valid
                  unless (a) such surviving spouse has consented thereto in
                  writing, and such consent (1) acknowledges the effect of such
                  specific designation, (2) either consents to the specific
                  designated beneficiary (which designation may not subsequently
                  be changed by the Participant without spousal consent) or
                  expressly permits such designation by the Participant without
                  the requirement of further consent by such spouse, and (3) is
                  witnessed by a Plan representative (other than the
                  Participant) or a notary public or (b) the consent of such
                  spouse cannot be obtained because such spouse cannot be
                  located or because of other circumstances that the Committee
                  in its discretion determines warrants a waiver of such
                  consent. Any such consent by such surviving spouse shall be
                  irrevocable.

(b)               If at the time of the death of the Participant no designated
                  beneficiary is on file with the Committee, or such beneficiary
                  designation is not valid or effective for any



                                      -16-
   23

                  reason as determined by the Committee, then the designated
                  beneficiary or beneficiaries to receive such benefit shall be
                  as follows:

                  (1)      If a Participant has a surviving spouse at the time
                           of such Participant's death, his designated
                           beneficiary shall be such surviving spouse;

                  (2)      If a Participant has no surviving spouse at the time
                           of such Participant's death, his designated
                           beneficiary shall be such Participant's executor or
                           administrator or, if there is no administration of
                           such Participant's estate, his heirs at law.

8.6      PAYER OF BENEFITS. To the extent the Trust Fund has sufficient assets,
         the Trustee shall pay benefits to Participants or their beneficiaries,
         except to the extent the Company pays the benefits directly. To the
         extent the Trustee does not or cannot pay benefits out of the Trust
         Fund, the benefits shall be paid by the Company. Any benefit payments
         made to a Participant or for his benefit pursuant to any provision of
         the Plan shall be debited to such Participant's Accounts. All benefit
         payments shall be made in cash.

8.7      UNCLAIMED BENEFITS. In the case of a benefit payable to or on behalf of
         a Participant, if the Committee after a reasonable search is unable to
         locate the Participant or beneficiary to whom such benefit is payable,
         upon the Committee's determination thereof, such benefit shall be
         forfeited to the Company. The Committee shall adopt procedures
         concerning the process that will be followed to locate a Participant or
         beneficiary under this Section. Notwithstanding the foregoing, if
         subsequent to any such forfeiture the Participant or beneficiary to
         whom such benefit is payable makes a valid claim for such benefit
         within a reasonable (as determined by and in the discretion of the
         Committee) period of time following the date such benefit became
         payable, such forfeited benefit shall be payable pursuant to the Plan
         provisions.

                                  ARTICLE IX.
                             ADMINISTRATION OF PLAN

9.1      APPOINTMENT OF COMMITTEE. The general administration of the Plan shall
         be vested in the Committee, which shall be appointed by the Directors
         and shall consist of one or more persons. Any individual, whether or
         not an employee of the Company, is eligible to become a member of the
         Committee.

9.2      TERM, VACANCIES, RESIGNATION, AND REMOVAL. Each member of the Committee
         shall serve until he resigns, dies, or is removed by the Directors. At
         any time during his term of office, a member of the Committee may
         resign by giving written notice to the Directors and the Committee,
         such resignation to become effective upon the appointment of a
         substitute member or, if earlier, the lapse of thirty days after such
         notice is given as herein provided. At any time during his term of
         office, and for any reason, a member of the Committee may be removed by
         the Directors with or without cause, and the Directors may in their
         discretion fill any vacancy that may result therefrom. Any member of
         the Committee who is an employee of the Company shall automatically
         cease to be a member of the Committee as of the date he ceases to be
         employed by the Company and its Affiliates.



                                      -17-
   24


9.3      SELF-INTEREST OF COMMITTEE MEMBERS. No member of the Committee shall
         have any right to vote or decide upon any matter relating solely to
         himself under the Plan (including, without limitation, Committee
         decisions under Article II) or to vote in any case in which his
         individual right to claim any benefit under the Plan is particularly
         involved. In any case in which a Committee member is so disqualified to
         act and the remaining members cannot agree, the Directors shall appoint
         a temporary substitute member to exercise all the powers of the
         disqualified member concerning the matter in which he is disqualified.

9.4      COMMITTEE POWERS AND DUTIES. The Committee shall administer and enforce
         the Plan according to the terms and provisions hereof and shall have
         all powers necessary to accomplish these purposes, including, but not
         by way of limitation, the complete and absolute discretion to construe
         all provisions of the Plan and make all factual determinations and the
         right, power, authority, and duty:

         (a)      To make rules, regulations, and bylaws for the administration
                  of the Plan that are not inconsistent with the terms and
                  provisions hereof, and to enforce the terms of the Plan and
                  the rules and regulations promulgated thereunder by the
                  Committee;

         (b)      To construe in its sole discretion all terms, provisions,
                  conditions, and limitations of the Plan;

         (c)      To correct any defect or to supply any omission or to
                  reconcile any inconsistency that may appear in the Plan in
                  such manner and to such extent as it shall deem in its
                  discretion expedient to effectuate the purposes of the Plan;

         (d)      To employ and compensate such accountants, attorneys,
                  investment advisors, and other agents, employees, and
                  independent contractors as the Committee may deem necessary or
                  advisable for the proper and efficient administration of the
                  Plan;

         (e)      To determine in its sole discretion all questions relating to
                  eligibility;

         (f)      To establish or designate Investment Funds as provided in
                  Article V;

         (g)      To determine whether and when there has been a termination of
                  a Participant's employment with the Company and its
                  Affiliates, and the reason for such termination;

         (h)      To make a determination in its sole discretion as to the right
                  of any person to a benefit under the Plan and to prescribe
                  procedures to be followed by distributees in obtaining
                  benefits hereunder; and

         (i)      To receive and review reports from the Trustee as to the
                  financial condition of the Trust Fund, including its receipts
                  and disbursements.

9.5      CLAIMS REVIEW.

         (a)      In any case in which a claim for Plan benefits of a
                  Participant or beneficiary is denied or modified, the
                  Committee shall furnish written notice to the claimant within
                  ninety days (or within 180 days if additional information
                  requested by the Committee



                                      -18-
   25

                  necessitates an extension of the ninety-day period and, in
                  which case, the claimant shall be informed of such extension
                  prior to the end of the initial ninety-day period), which
                  notice shall:

                  (1)      State the specific reason or reasons for the denial
                           or modification;

                  (2)      Provide specific reference to pertinent Plan
                           provisions on which the denial or modification is
                           based;

                  (3)      Provide a description of any additional material or
                           information necessary for the Participant, his
                           beneficiary, or representative to perfect the claim
                           and an explanation of why such material or
                           information is necessary; and

                  (4)      Explain the Plan's claim review procedure as
                           contained herein.

         (b)      In the event a claim for Plan benefits is denied or modified,
                  if the Participant, his beneficiary, or a representative of
                  such Participant or beneficiary desires to have such denial or
                  modification reviewed, he must, within sixty days following
                  receipt of the notice of such denial or modification, submit a
                  written request for review by the Committee of its initial
                  decision. In connection with such request, the Participant,
                  his beneficiary, or the representative of such Participant or
                  beneficiary may review any pertinent documents upon which such
                  denial or modification was based and may submit issues and
                  comments in writing. Within sixty days following such request
                  for review the Committee shall, after providing a full and
                  fair review, render its final decision in writing to the
                  Participant, his beneficiary, or the representative of such
                  Participant or beneficiary stating specific reasons for such
                  decision and making specific references to pertinent Plan
                  provisions upon which the decision is based. If special
                  circumstances require an extension of such sixty-day period,
                  the Committee's decision shall be rendered as soon as
                  possible, but not later than 120 days after receipt of the
                  request for review. If an extension of time for review is
                  required, written notice of the extension shall be furnished
                  to the Participant, beneficiary, or the representative of such
                  Participant or beneficiary prior to the commencement of the
                  extension period.

         (c)      Compliance with the claims review procedures set forth in this
                  Section shall be a condition precedent to the filing of a
                  lawsuit by a Participant, his beneficiary, or any person
                  claiming through a participant or beneficiary in connection
                  with a Plan benefit, and a failure to timely exhaust the
                  administrative remedies set forth herein shall bar any such
                  proceeding in federal or state court.

9.6      COMPANY TO SUPPLY INFORMATION. The Company shall supply full and timely
         information to the Committee, including, but not limited to,
         information relating to each Participant's Compensation, age,
         retirement, death, or other cause of termination of employment and such
         other pertinent facts as the Committee may require. When making a
         determination in connection with the Plan, the Committee shall be
         entitled to rely upon the aforesaid information furnished by the
         Company or any Affiliate.

9.7      INDEMNITY. To the extent permitted by applicable law, the Company shall
         indemnify and hold harmless each member of the Committee and other
         employee of the Company or an


                                      -19-

   26

         Affiliate to whom Plan administrative functions have been delegated by
         the Committee against any and all expenses and liabilities arising out
         of such individual's administrative functions or fiduciary
         responsibilities under or incident to the Plan, including any expenses
         and liabilities that are caused by or result from an act or omission
         constituting the negligence of such individual in the performance of
         such functions or responsibilities, but excluding expenses and
         liabilities that are caused by or result from such individual's own
         gross negligence or willful misconduct. Expenses against which such
         individual shall be indemnified hereunder shall include, without
         limitation, the amounts of any settlement or judgment, costs, counsel
         fees, and related charges reasonably incurred in connection with a
         claim asserted or a proceeding brought or settlement thereof.

                                   ARTICLE X.
                     PURPOSE AND UNFUNDED NATURE OF THE PLAN

10.1     PURPOSE OF PLAN. The Company intends and desires by the adoption and
         maintenance of the Plan to recognize the value to the Company of the
         past and present services of employees covered by the Plan and to
         encourage and ensure their continued service with the Company by making
         more adequate provision for their future retirement security.

10.2     UNFUNDED NATURE OF PLAN. The Plan is intended to constitute an
         unfunded, unsecured plan of deferred compensation for a select group of
         management or highly compensated employees of the Company. Further, it
         is the intention of the Company that the Plan be "unfunded" for
         purposes of the Code and Title I of ERISA. The Plan constitutes a mere
         promise by the Company to make benefit payments in the future. Plan
         benefits herein provided are to be paid out of the Company's general
         assets, and Participants shall have the status of general unsecured
         creditors of the Company.

10.3     FUNDING OF OBLIGATION.

         (a)      The adoption of this Plan and any setting aside of amounts by
                  the Employers with which to discharge their obligations
                  hereunder shall not be deemed to create a trust; legal and
                  equitable title to any funds so set aside shall remain with
                  the Employers, and any recipient of benefits hereunder shall
                  have no security or other interest in such funds. Any and all
                  funds so set aside shall remain subject to the claims of the
                  general creditors of the Employers, present and future. This
                  provision shall not require the Employers to set aside any
                  funds, but the Employers may set aside funds if they choose to
                  do so.

         (b)      The Company, in its sole discretion, may establish the Trust
                  and enter into the Trust Agreement. Any such Trust, and any
                  assets held by such Trust, to assist the Employers in meeting
                  its obligations under the Plan shall be a "rabbi trust." The
                  Employers may transfer money or other property to the Trustee,
                  and the Trustee shall pay Plan benefits to Participants and
                  their beneficiaries out of the Trust Fund unless otherwise
                  paid by the Company. In such event, the Company shall remain
                  the owner of all assets in the Trust Fund, and the assets held
                  in the Trust Fund shall be subject to the claims of Company
                  creditors if the Company becomes "insolvent" as described in
                  Subsection (c) below. No Participant or beneficiary shall have
                  any preferred claim to, or any beneficial ownership interest
                  in, any assets of the Trust Fund.



                                      -20-
   27


         (c)      The Company shall be considered "insolvent" if (i) the Company
                  is unable to pay its debts as they become due or (ii) the
                  Company is subject to a pending proceeding as a debtor under
                  the United Sates Bankruptcy Code (or any successor federal
                  statute).

         (d)      The chief executive officer of the Company and the Directors
                  shall each have the duty to inform the Trustee in writing if
                  the Company becomes insolvent. Such notice given under the
                  preceding sentence by any one party shall satisfy each party's
                  duty to give notice. When so informed, the Trustee shall
                  suspend payments to the Participants and beneficiaries and
                  hold the assets for the benefit of the Company's general
                  creditors. If the Trustee receives a written allegation that
                  the Company is insolvent, the Trustee shall suspend payments
                  to the Participants and beneficiaries and hold the Trust Fund
                  for the benefit of the Company's general creditors and shall
                  determine within the period specified in the Trust Agreement,
                  or, in the absence of a specified period, within a reasonable
                  period of time, whether the Company is insolvent. If the
                  Trustee determines that the Company is not insolvent, the
                  Trustee shall resume payments to the Participants and
                  beneficiaries. In the case of insolvency of the Company or any
                  Affiliate designated to participate in the Plan pursuant to
                  Section 11.1, only the assets contributed to the Trust, if
                  any, by the Company or such Affiliate, whichever is insolvent,
                  shall be subject to the claims of such insolvent entity.

         (e)      All expenses incident to the administration of the Plan and
                  Trust, including but not limited to, legal, accounting,
                  Trustee fees, and expenses of the Committee, may be paid by
                  the Company and, if not so paid, shall be paid by the Trustee
                  from the Trust Fund, if any.

         (f)      All income, profits, recoveries, contributions, forfeitures
                  and any and all moneys, securities, and properties of any kind
                  at any time received or held by the Trustee, if any, shall be
                  held for investment purposes as a commingled Trust Fund
                  pursuant to the terms of the Trust Agreement. The Committee
                  shall maintain Accounts in the name of each Participant, but
                  the maintenance of Accounts designated as Accounts of a
                  Participant shall not mean that such Participant shall have a
                  greater or lesser interest than that due him under the terms
                  of the Plan and shall not be considered as segregating any
                  funds or property from any other funds or property contained
                  in the commingled fund.

                                  ARTICLE XI.
                             PARTICIPATING ENTITIES

11.1     DESIGNATION OF PARTICIPATING ENTITIES.

         (a)      The Committee may designate any Employer as eligible to
                  participate in the Plan by written instrument delivered to the
                  Company and the designated entity. Such written instrument
                  shall specify the effective date of such designated
                  participation, may incorporate specific provisions relating to
                  the operation of the Plan that apply to the designated entity
                  only, and shall become, as to such designated entity and its
                  employees, a part of the Plan. Each designated Employer shall
                  be conclusively presumed to have consented to its designation
                  and to have agreed to be bound by the


                                      -21-
   28


                  terms of the Plan and any and all amendments thereto upon its
                  submission of information to the Committee required by the
                  terms of or with respect to the Plan; provided, however, that
                  the terms of the Plan may be amended so as to increase the
                  obligations of an entity only with the consent of such entity,
                  which consent shall be conclusively presumed to have been
                  given by such entity upon its submission, after receipt of
                  notice of any such amendment, of any information to the
                  Committee required by the terms of or with respect to the
                  Plan.

         (b)      Except as modified by the Committee in the written instrument
                  described in Subsection (a) above, the provisions of this Plan
                  shall be applicable with respect to each participating entity
                  separately, and amounts payable hereunder for or on behalf of
                  a Participant shall be paid by the participating entity that
                  employs such Participant.

         (c)      Any participating entity may, by appropriate action of its
                  officers without the need for approval of its board of
                  directors or noncorporate counterpart or the Committee, the
                  Company, or the Directors, terminate its participation in the
                  Plan. Moreover, the Committee may, in its discretion,
                  terminate a participating entity's Plan participation at any
                  time by giving written notice to such participating entity and
                  the Company.

                                  ARTICLE XII.
                                  MISCELLANEOUS

12.1     NOT CONTRACT OF EMPLOYMENT. The adoption and maintenance of the Plan
         shall not be deemed to be a contract between the Company and any person
         or to be consideration for the employment of any person. Nothing herein
         contained shall be deemed to give any person the right to be retained
         in the employ of the Company or to restrict the right of the Company to
         discharge any person at any time, nor shall the Plan be deemed to give
         the Company the right to require any person to remain in the employ of
         the Company or to restrict any person's right to terminate his
         employment at any time.

12.2     ALIENATION OF INTEREST FORBIDDEN. The interest of a Participant or his
         beneficiary or beneficiaries hereunder may not be sold, transferred,
         assigned, or encumbered in any manner, either voluntarily or
         involuntarily, and any attempt so to anticipate, alienate, sell,
         transfer, assign, pledge, encumber, or charge the same shall be null
         and void, nor shall the benefits hereunder be liable for or subject to
         the debts, contracts, liabilities, engagements, or torts of any person
         to whom such benefits or funds are payable, nor shall they be an asset
         in bankruptcy or subject to garnishment, attachment, or other legal or
         equitable proceedings. The preceding notwithstanding, the Committee
         shall comply with the terms and provisions of a "qualified domestic
         relations order" as defined in ERISA Section 206(d).

12.3     WITHHOLDING. All Compensation Deferrals, Company Credits, and benefit
         payments provided for hereunder shall be subject to applicable
         withholding and other deductions as shall be required of the Company
         under any applicable local, state, or federal law as such laws are
         interpreted by the Company.

12.4     AMENDMENT AND TERMINATION. The Directors have the absolute and
         unconditional right to amend the Plan at any time and may from time to
         time, in their discretion, amend, in whole or in part, any or all of
         the provisions of the Plan; provided, however, that any



                                      -22-
   29

         amendments to the Plan that do not have a significant cost impact on
         the Company, whether or not retroactive, may be made by the Committee;
         and provided, further, that no amendment may be made that would reduce
         a Participant's Vested Interest in the amounts credited to his Accounts
         as of the date of adoption of such amendment. The Directors have the
         absolute and unconditional right to terminate the Plan at any time on
         behalf of the Company and each participating entity. In the event that
         the Plan is terminated, notwithstanding any other form of benefit
         elected by the Participant, the balance of each Participant's Accounts
         shall be paid to such Participant or his designated beneficiary in the
         manner selected by the Committee in its discretion (notwithstanding any
         other form of benefit elected by such Participant), which may include
         the payment of a single lump sum cash payment, in full satisfaction of
         all of such Participant's or beneficiary's benefits hereunder.

12.5     SEVERABILITY. If any provision of the Plan shall be held illegal or
         invalid for any reason, said illegality or invalidity shall not affect
         the remaining provisions hereof; instead, each provision shall be fully
         severable, and the Plan shall be construed and enforced as if said
         illegal or invalid provision had never been included herein.

12.6     GOVERNING LAWS. All provisions of the Plan shall be construed in
         accordance with the laws of the State of Texas except to the extent
         preempted by federal law.

Executed this 26th day of December, 2000.


                                            DELL COMPUTER CORPORATION


                                            By: /s/ KATHLEEN ANGEL
                                               --------------------------------
                                            Name: Kathleen Angel
                                                 ------------------------------
                                            Title: Director of Global Benefits
                                                  -----------------------------






                                      -23-

EX-99.2

   1
                                                                  EXHIBIT 99.2

         TRUST AGREEMENT BETWEEN DELL COMPUTER CORPORATION AND THE CHASE
                               MANHATTAN BANK, N.A




   2


         THIS TRUST AGREEMENT, made as of the 31st of March, 1997 is between
DELL COMPUTER CORPORATION, a corporation organized and existing under the laws
of the state of Delaware, (the "Company") and THE CHASE MANHATTAN BANK, a New
York banking corporation having its principal office in New York (the
"Trustee").

                                   WITNESSETH

         WHEREAS, the Company previously established a trust of the 23rd day of
July, 1991 by and between the Company and James R. Daniel (the "Trust") to
provide a vehicle through which benefits which accrue under the Dell Computer
Corporation Deferred Compensation Plan may be paid to eligible employees;

         WHEREAS, the Company desires to replace James R. Daniel with the
Trustee as trustee of the Trust and to restate the Trust;

         WHEREAS, the Company restates this Trust as an irrevocable grantor
trust which is not intended to be qualified under Sections 401(a) and 501(a) of
the Internal Revenue Code of 1986, as amended (the "Code"), to provide assurance
to its key management employees (the "Participants") and their surviving
spouses, dependent children, beneficiaries or estates (collectively, the
"Beneficiaries") that the Company will be able to meet its obligations with
respect to their benefits under the Dell Computer Corporation Deferred
Compensation Plan and the Dell Computer Corporation Deferred Plan for
Non-Employee Directors (individually, "Plan" and collectively, the "Plans") in
the future by application of the procedures governing the Trust;

         WHEREAS, the Company and Trustee intend that the Trust shall constitute
an unfunded arrangement and shall not affect the status of the Plans as unfunded
plans maintained for the purpose of providing deferred compensation for a select
group of management or highly compensated employees for purposes of Title 1 of
the Employee Retirement Income Security Act of 1974;

         WHEREAS, amounts transferred to the Trust, as determined by the Company
from time to time in its sole discretion, and the earnings thereon shall be used
by the Trustee solely in satisfaction of the liabilities of the Company with
respect to the Participants in the Plans and their Beneficiaries and such
utilization shall be in accordance with the procedures set forth herein, except
that all such amounts held at any time shall be subject to claims of general
creditors of the Company in the event of bankruptcy or insolvency, as defined in
Section 2.1;

         WHEREAS, any amount transferred by the Company to the Trust and the
earnings thereon shall revert to the Company only upon satisfaction of the
liabilities of the Company with respect to the Participants in the Plans and
their Beneficiaries and such utilization shall be in accordance with the
procedures set forth herein, except that all such amounts held at any time shall
be subject to claims of general creditors of the Company in the event of
bankruptcy or insolvency, as defined in Section 2.1;

         WHEREAS, any amounts transferred by the Company to the Trust and the
earnings thereon shall revert to the Company only upon satisfaction of all
liabilities of the Company under



   3

                                      -2-

the Plans, except that all such amounts held at any time under this Agreement
shall be subject to the claims of general creditors of the Company in the event
of bankruptcy or insolvency, as defined in section 2.1; and

         WHEREAS, the Company and the Trustee wish to amend further and restate
this Agreement of Trust to provide for more efficient administration of the
Trust in order to best enable the Company to meet all of its obligations under
the Plans.

         NOW, THEREFORE, in consideration of the premises and mutual and
independent promises herein, the parties hereto covenant and agree as follows:

                                    ARTICLE I

                             Establishment of Trust

         1.1. Trust Fund. The Company hereby establishes with the Trustee a
Trust consisting of such sums of money, and such other property, acceptable to
the Trustee, as shall from time to time be paid or delivered to the Trustee by
the Company and the earnings and profits thereon. All such money and property,
all investments made therewith and proceeds thereof, less the payments or other
distributions which, at the time of reference, shall have been made by the
Trustee, as authorized herein, shall be referred to herein as the "Trust Fund"
and shall be held by the Trustee, in Trust, in accordance with the provisions of
this Agreement.

         The Trust Fund shall be revalued by the Trustee every day that the
Trustee and the New York Stock Exchange are both open for business at current
market values, as determined by the Trustee. The Trustee shall hold, manage,
invest and otherwise administer the Trust Fund pursuant to the terms of this
Agreement. Except as otherwise expressly provided herein, this Trust shall be
irrevocable and no part of the Trust Fund shall revert, or be paid to, the
Company.

         1.2. Contributions. The Company shall contribute to the Trust from time
to time part or all of the amount which is expected to provide funds equal to
the sum of the expected benefits due to employees or beneficiaries under the
terms of the Plans. The Trustee shall be responsible only for contributions
actually received by it hereunder and the earnings on such contributions.
Furthermore, the Trustee shall have no duty or responsibility with respect
thereto, except as otherwise expressly provided in this Trust Agreement or
agreed to by the Trustee.

                                   ARTICLE II

                                Purpose of Trust

         2.1. Effect of Bankruptcy or Insolvency on Trust Distribution. For
purposes of this Section, the Trust assets shall be considered as held in
separate shares for the benefit of the creditors of the Company in the event
that the Company becomes insolvent.

         The assets of the Trust shall be subject only to the claims of a
Company's general creditors in the event of that Company's bankruptcy or
insolvency. A Company shall be



   4

                                      -3-


considered "bankrupt" or "insolvent" if the Company is (A) unable to pay its
debts when due or (B) engaged as a debtor in a proceeding under the Bankruptcy
Code, 11 U.S.C. Section 101 et seq. The Plan Administrator of the Plans (the
"Plan Administrator") must give written timely notification to the Trustee of
the Company's bankruptcy or insolvency. Upon receipt of such a notice, or upon
actual knowledge of the Trustee, or upon receipt of a written allegation from a
person or entity claiming to be a creditor of the Company that the Company is
bankrupt or insolvent, the Trustee shall discontinue payments to Participants
and Beneficiaries. The Trustee shall, as soon as practicable thereafter,
determine whether the Company is bankrupt or insolvent. In determining whether
the Company is bankrupt or insolvent, the Trustee may rely conclusively upon,
and be protected in so relying upon, records of a court of competent
jurisdiction or a report issued by a national credit reporting agency showing
that the Company is or is not bankrupt or insolvent. If the Trustee determines,
based on such information, that a Company is bankrupt or insolvent, the Trustee
shall hold the assets of the Trust for the benefit of the Company's general
creditors, and deliver any undistributed assets to satisfy the claims of such
creditors as a court of competent jurisdiction may direct.

         The Trustee shall resume payments to Participants or Beneficiaries only
after it has determined that the Company is not bankrupt or insolvent, is no
longer bankrupt or insolvent (if the Trustee determined that the Company was
bankrupt or insolvent), or pursuant to an order of a court of competent
jurisdiction. Except as expressly provided above, unless the Trustee has actual
knowledge of the Company's bankruptcy or insolvency, the Trustee shall have no
duty to inquire whether the Company is bankrupt or insolvent.

         If the Trustee discontinues payment of benefits from the Trust pursuant
to this Section 2.1 and subsequently resumes such payments, the first payment
following such discontinuance shall include the aggregate amount of all payments
which would have been made to each Participant or Beneficiary during the period
of such discontinuance, less the aggregate amount of payments made to the
Participant or Beneficiary by the Company, as certified by the Company to the
Trustee, in lieu of the payments provided for hereunder during any such period
of discontinuance.

         For purposes of this Section 2.1, actual knowledge of the Trustee shall
mean knowledge obtained by written notice or other written communication to the
trust department of the Trustee as provided in Section 11.6.

         2.2. Vehicle to Meet Obligations. The Company represents and agrees
that the Trust established under this Agreement does not fund and is not
intended to fund the Plans or any other employee benefit plan or program of the
Company. The Trust is and is intended to be depository arrangement with the
Trustee for the setting aside of cash and other assets of the Company as and
when it so determines, in its sole discretion, for the meeting of part or all of
its future obligations to some or all of the Participants and their
Beneficiaries under the Plans. The Company further represents that the Plans are
deferred compensation plans for a select group of management and highly
compensated employees and as such is exempt from the application of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), except for the
disclosure requirements applicable to such plans for which the Company bears
full responsibility as to compliance. The Company further represents that
neither Plan is qualified under Section 401 of the Code and therefore is not
subject to any of the Code requirements applicable to tax-qualified plans.



   5



                                      -4-


                                   ARTICLE III

                                   Trust Agent

         3.1. Initial Appointment of Trust Agent. By its acceptance of this
Trust, the Trustee hereby agrees to the designation by the Company of William
Mercer Incorporated as the Trust Agent ("Trust Agent") under this Agreement. The
Trustee shall have no responsibility for the performance of the duties of the
Trust Agent.

         3.2. Removal of the Trust Agent. Either the Company or, in the event of
the Company's bankruptcy or insolvency, the Trustee may terminate the Trust
Agent by written notice to the Company or the Trustee (as the case may be) and
appoint a successor as provided in Section 3.3.

         3.3. Resignation of the Trust Agent. The Trust Agent may resign at any
time by delivery of written notice of resignation to the Trustee and the
Company. Upon receipt of the notice of resignation, the Plan Administrator shall
appoint a successor Trust Agent. If such notice of resignation is received
following the Company's bankruptcy or insolvency, the Trustee shall appoint a
successor Trust Agent in its discretion, which successor shall be a national
compensation or actuarial consulting firm of similar reputation to any such
resignation or any termination of the Trust Agent pursuant to Section 3.2. Such
appointments shall take effect as of a future date specified in the notice of
same, which date shall not be earlier than the date 60 days after the day on
which the notice is delivered, or such earlier date as may be agreed to by the
Trust Agent and the Trustee. The successor Trust Agent shall, as a condition to
such appointment, agree in writing to be bound by the terms of this Agreement
and to perform the duties and assume the responsibilities assigned to the Trust
Agent under this Agreement. As soon as practicable after a Trust Agent has
resigned or has been terminated it shall deliver to the successor Trust Agent
all reports, records, documents, and other written information in its possession
regarding the Plans, the Trust Fund, and the Participants in the Plans, and
thereupon shall be entitled to all unpaid fees, compensation and reimbursement
to which it is entitled under this Agreement and shall be relieved of all
responsibilities and duties under this Agreement.

         3.4. Records. The Trust Agent shall maintain or cause to be maintained
all the Participant records contemplated by this Agreement. The Trust Agent also
shall prepare and distribute Participant's statements which shall include income
tax information, if that information is supplied to the Trust Agent by the
Company, with respect to payments to Participants and their Beneficiaries and
shall perform such other duties and responsibilities as the Trustee determines
is necessary or advisable to achieve the objectives of this Agreement. Any tax
information applicable to a Participant or Beneficiary, including any required
tax withholding, shall be supplied to the Trust Agent by the Company, Plan
Administrator or Trustee.

         3.5. Participant Information. The Trust Agent shall furnish to the
Company and Trustee all the information necessary to determine the benefits
payable to or with respect to each Participant in the Plan, including any
benefits payable after a Participant's death and recipient of



   6


                                      -5-

same. The Trust shall from time to time, and at least annually, and promptly
upon the request of the Company or Trustee, furnish updated information to the
Company or Trustee. The Trust Agent shall prepare an annual benefits statement
in respect to each Participant and shall furnish a copy of same to the
Participant or his Beneficiary, but in no even shall the Trustee be required to
prepare any such statement.

         3.6. Benefit Payments. Upon proper notification from the Plan
Administrator, the Trust Agent shall prepare a certification to the Trustee that
a Participant's benefits under a Plan have become payable and shall furnish a
copy of such certification to the Participant or to the Beneficiary of a
deceased Participant. Such certification shall include the amount of such
benefits, the terms or payment, the amount of any taxes required to be withheld
from such amount, if such information is supplied to the Trust Agent by the Plan
Administrator, and the name, address and social security number of the
recipient. Upon the receipt of such certified statement, the Trustee shall
commence cash distributions from the Trust Fund in accordance therewith to the
person or persons so indicated and to the Company with respect to taxes required
to be withheld and the Trust Agent shall charge the payments against the
Participant's benefits. The Company shall have full responsibility for the
payment of all withholding taxes to the appropriate taxing authority and shall
also furnish each Participant or Beneficiary with the appropriate tax
information form evidencing such payment and the amount thereof.

         Upon the Trustee's receipt of actual notice from the Company or Plan
Administrator of a change of control, as defined in a Plan, the Trustee will pay
benefits to the participants pursuant to the terms of such Plan.

         3.7. Company's Liability Not Limited to Assets. Nothing provided in
this Agreement shall relieve the Company of its liabilities to pay the
retirement and death benefits provided under the Plans except to the extent such
liabilities are met by application of the Trust Fund.

                                   ARTICLE IV

                                 Administration

         4.1 Plan Documents and Authorizations. The Company shall provide the
Trust Agent with a certified copy of the Plans and all amendments thereto
promptly upon their adoption. The Company shall file with the Trustee and the
Trust Agent a certified list of the names and specimen signatures of the
officers of the Company, the members of the Compensation Committee of the Board
of Directors of the Company ("Compensation Committee"), or any person authorized
to act for them. The Company shall promptly notify the Trustee and the Trust
Agent of the addition or deletion of any person's name to or from such list,
respectively. Until receipt by the Trustee and/or the Trust Agent of proper
notice that any person is no longer authorized so to act, the Trustee or the
Trust Agent may rely on the actions of such person or persons until notified in
writing that such certification has been revoked. All certifications, notices
and directions by any such authorized person or persons to the Trustee or Trust
Agent shall be in writing signed by such person or persons or shall be by
electronic means mutually agreeable to the Trustee or Trust Agent and the person
giving the certification notice or direction. The Trustee and the Trust Agent
may rely on any such certification, notice or direction



   7

                                      -6-

purporting to have been signed by or on behalf of such person or persons that
the Trustee or the Trust Agent reasonably believes to have been signed (or
electronically given) thereby. The Trustee and the Trust Agent shall have no
responsibility for acting or not acting in reliance upon any notification
believed by the Trustee or the Trust Agent to have been so signed (or
electronically given) by a duly authorized officer or agent of the Company. The
Company shall be responsible for keeping accurate books and records with respect
to the employees of the Company and their compensation.

         The Trustee shall act with the care, skill, prudence and diligence
under the circumstances then prevailing that a prudent person acting in like
capacity and familiar with such matters would use in the conduct of an
enterprise of a like character and with like aims, provided, however, that the
Trustee shall incur no liability for any action taken pursuant to a written (or
electronic) direction from the Company. Except as otherwise required by
applicable law or Section 4.2(b)(ii) of this Agreement, the Trustee shall not be
liable under this Agreement for any claim for special, indirect, or
consequential losses or damage of any kind whatsoever (including but not limited
to lost profits) even if the Trustee has been advised of the likelihood of such
loss or damage and regardless of the form of the action.

         4.2. Directions and Indemnification.

         (a) Directions. The Trustee shall not be liable for the proper
application of any part of the Trust Fund if payments are made in accordance
with the directions of the Company, Plan Administrator or Transfer Agent as
herein provided, nor shall the Trustee be responsible for the adequacy of the
Trust Fund to meet and discharge any and all payments and liabilities under the
Plans. All persons dealing with the Trustee are released-from inquiry into the
decision or authority of the Trustee and from seeing to the application of any
moneys, securities or other property paid or delivered to the Trustee.

         (b) Indemnification.

               (i) The Company shall indemnify the Trustee against, and hold the
Trustee harmless from, any and all loss, damage, penalty, liability, cost, and
expense, including without limitation, reasonable attorneys' fees and
disbursements, that may be incurred by, imposed upon, or asserted against the
Trustee by reason of any third party claim, regulatory proceeding, or litigation
arising from any act done or omitted to be done by any individual or person with
respect to the Plans or Trust, including without limitation the selection of
GICs and similar investments by the Company, excepting only any and all loss,
etc., to the extent that it arises from the Trustee's failure to perform in
accordance with the Trust Agreement.

               (ii) The Trustee shall indemnify the Company against, and hold
the Company harmless from, any and all loss, damage, penalty, liability, cost
and expense, including without limitation, reasonable attorneys' fees and
disbursements that may be incurred by, imposed upon or asserted against the
Company or Plan Administrator as a direct result of any third party claim,
regulatory proceeding or litigation to the extent that it arises from the
Trustee's failure to perform in accordance with The Trust Agreement.

         (c) Survival. The provisions of this Section 4.3 shall survive the
termination of this Agreement.



   8

                                      -7-

                                    ARTICLE V

                                Trust Investments

         5.1. Reserved.

         5.2. General Investment Powers. The Trustee shall invest the Trust fund
pursuant to the directions it receives from the Trust Agent, but shall not
invest in securities of the Company. Subject to the foregoing, the Trustee shall
have the power in investing and reinvesting the Trust Fund:

               (a) To invest and reinvest in any property, real, personal or
               mixed, wherever situated and whether or not productive of income
               or consisting of wasting assets, including without limitation,
               common and preferred stock, bonds, notes, debentures (including
               convertible stocks and securities but not including any stock or
               security of the Trustee, either Company, or any affiliate
               thereof), leaseholds, mortgages, certificates or deposit or
               demand or time deposits (including any such deposits with the
               Trustee), shares of investment companies and mutual funds,
               interests in partnerships and trusts, insurance policies and
               annuity contracts, and oil, mineral or gas properties, royalties,
               interests or rights, without being limited to the classes or
               property in which trustees are authorized to invest by any law or
               any rule of court of any state and without regard to the
               proportion any such property may bear to the entire amount of the
               Trust Fund;

               (b) To invest and reinvest all or any portion of the Trust Fund,
               collectively through the medium of any common, collective or
               commingled trust fund that may be established and maintained by
               the Trustee for plans or programs which are not tax qualified,
               subject to the instrument or instruments establishing such trust
               fund or funds and with the terms of such instrument or
               instruments, as from time to time amended, being incorporated
               into this Agreement to the extent of the equitable share of the
               Trust Fund in any such common collective or commingled trust
               fund;

               (c) To retain any property at any time received by the Trustee;

               (d) To sell or exchange any property held by it at public or
               private sale, for cash or on credit, to grant and exercise
               options for the purchase or exchange thereof, to exercise all
               conversion or subscription rights pertaining to any such property
               and to enter into any covenant or agreement to purchase any
               property in the future;

               (e) To participate in any plan of reorganization, consolidation,
               merger, combination, liquidation or other similar plan relating
               to property held by it and to consent to or oppose any such plan
               or any action thereunder or any contract, lease, mortgage,
               purchase, sale or other action by any person;


   9

                                      -8-

               (f) To deposit any property held by it with any protective,
               reorganization or similar committee, to delegate discretionary
               power thereto, and to pay part of the expenses and compensation
               thereof and any assessments levied with respect to any such
               property so deposited;

               (g) To extend the time of payment of any obligation held by it;

               (h) To hold uninvested any moneys received by it, without
               liability for interest thereon, until such moneys shall be
               invested, reinvested or disbursed;

               (i) To exercise all voting or other rights with respect to any
               property held by it and to grant proxies, discretionary or
               otherwise;

               (j) For the purposes of the Trust, to borrow money from others,
               to issue its promissory note or notes therefor, and to secure the
               repayment thereof by pledging any property held by it;

               (k) To manage, administer, operate, insure, repair, improve,
               develop, preserve, mortgage, lease or otherwise deal with, for
               any period, any real property or any oil, mineral or gas
               properties, royalties, interests or rights held by it directly or
               through any corporation or partnership, either alone or by
               joining with others, using other Trust assets for any such
               purposes, to modify, extend, renew, waive or otherwise adjust any
               provision of any such mortgage or lease and to make provision for
               amortization of the investment in or depreciation of the value of
               such property;

               (l) Tom employee suitable agents and counsel, who may be counsel
               to the Company or the Trustee, and to pay their reasonable
               expenses and compensation from the Trust Fund to the extent not
               paid by the Company;

               (m) To cause any property held by it to be registered and held in
               the name of one or more nominees, with or without the addition of
               words indicating that such securities are held in a fiduciary
               capacity, and to hold securities in bearer form;

               (n) To settle, compromise or submit to arbitration any claims,
               debt or damages due or owing to or from the Trust, respectively,
               to commence or defend suits or legal proceedings to protect any
               interest of the Trust, and to represent the Trust in all suits or
               legal proceedings in any court or before any other body or
               tribunal; provided, however, that the Trustee shall not be
               required to take any such action unless it shall have been
               indemnified by the Company to its reasonable satisfaction against
               liability or expenses it might incur therefrom;



   10

                                      -9-

               (o) To organize under the laws of any state a corporation or
               trust for the purpose of acquiring and holding title to any
               property which it is authorized to acquire hereunder and to
               exercise with respect thereto any or all of the powers set forth
               herein; and

               (p) Generally, to do all acts whether or not expressly
               authorized, that the Trustee may reasonably deem necessary or
               desirable for the protection of the Trust Fund.

         5.3 No Duty of Inquiry. No person dealing with the Trustee shall be
under any obligation to see to the proper application of any money paid or
property delivered to the Trustee or to inquire into the Trustee's authority as
to any transaction.

         5.4 Method of Distribution. The Trustee shall distribute cash from the
Trust Fund in accordance with Article III hereof. The Trustee may make any
distribution required hereunder by mailing its check for the specified amount to
the person to whom such distribution or payment is to be made, at such address
as may have been last furnished to the Trustee, or if no such address shall have
been so furnished, to such person in care of the Company or (if so directed by
the Company) by crediting the account of such person or by transferring funds so
such person's account by bank or wire transfer.

         5.5 Actions by Company. If at any time there is no person authorized to
act under this Agreement on behalf of a Company, the Chief Executive Officer,
Chief Financial Officer, Vice President of Human Resources or General Counsel of
the Company shall have the authority to act on behalf of the Company hereunder.

         5.6 Trustee's Liability for Acting Under the Directions of the Trust
Agent. The Trustee shall have no liability or responsibility to either Company
or any persons claiming any interest in the Trust Fund for acting without
question on the direction of, or for failing to act in the absence of any
direction from, the Trust Agent unless the Trustee participated knowingly in, or
knowingly undertook to conceal, an act or omission of the Trust Agent
constituting a breach of its duties hereunder, knowing such act or omission was
a breach of such duties; provided, however, that the Trustee shall not be deemed
to have 'participated' in a breach by the Trust Agent for the purposes of this
undertaking solely as a result of the performance by the Trustee or its
officers, employees or agent of any custodial, reporting, recording, and
bookkeeping functions with respect to any assets of the Trust Fund managed by
the Trust Agent or solely as a result of settling purchase and sale transactions
entered into or directed by the Trust Agent, or to have 'knowledge' of any such
breach solely as a result of the information received by the Trustee or its
officers, employees or agents in the normal course in performing such functions
or settling such transactions. If the Trustee has actual knowledge of a breach
committed by the Trust Agent, it shall promptly notify the Company in writing
thereof, and the Trustee, except as required by applicable law, shall thereafter
have no responsibility to remedy such breach.


   11

                                      -10-


                                   ARTICLE VI

                                    Expenses

         6.1 Taxes. The Company agrees that all income, deductions and credits
under the Trust belong to it as owner for income taxes purposes and will be
included on the Company's income tax returns. The Company shall pay any Federal,
state and local taxes of the Trust Fund, or any part thereof, and on the income
therefrom.

         6.2 Compensation. The Trustee shall be entitled to such compensation
and fees for its services under this Agreement as shall be set forth in its
Published Schedule of Compensation attached as Exhibit I as amended from time to
time by the parties. Such expenses and compensation shall be a charge on the
Trust Fund and shall constitute a lien in favor of the Trustee until paid by the
Company. Such compensation, fees and reimbursement for expenses and liability
described in Section 4.2 and Section 5.2(1), shall be paid to the Trustee or the
Trust Agent by the Company directly; but if the Company shall fail to do so, the
Trustee shall be entitled to withdraw all amounts to which it is entitled from
the Trust Fund.

         To the extent the Trust Fund is not sufficient, the additional amounts
due shall constitute a lien against the Trust Fund.

                                   ARTICLE VII

                           Trust Records and Accounts

         7.1. Trust Records. The Trustee shall maintain records with respect to
the Trust Fund that show all receipts, investments, disbursements and other
transactions hereunder. The record of the Trustee with respect to the Trust Fund
shall be open to inspection by the Company, the Trust Agent and Participants, or
their representatives, at all reasonable times during normal business hours of
the Trustee and may be audited not more frequently than once each fiscal year by
an independent certified public accountant engaged by the Company; provided,
however, the Trustee shall be entitled to additional compensation from the
Company, as mutually agreed upon by the Company and the Trustee, in respect of
audits or auditors, requests which the Trustee reasonably determines to exceed
the ordinary course of the usual scope of such examination of its records.

         7.2. Settlement of Accounts. Within a reasonable time after the close
of each fiscal year of the Company (or, in the Trustee's discretion, at more
frequent intervals), or of any termination of the duties of the Trustee
hereunder, the Trustee shall prepare and deliver to the Company and the Trust
Agent a statement of transactions reflecting its acts and transactions as
Trustee during such fiscal year, portion thereof or during such period from the
close of the last fiscal year or last statement period to the termination of the
Trustees duties, respectively, including a statement of the then current value
of the Trust Fund. Any such statement shall be deemed an account stated and
accepted and approved by each Company, and the Trustee shall be relieved and
discharged, as if such account had been settled and allowed by a judgment or
decree of a court of competent jurisdiction, unless protested by the Company by
written notice to the




   12


                                      -11-

Trustee within ninety (90) days of receipt thereof by the Company. The Trustee
shall have the right to apply at any time to a court of competent jurisdiction
for judicial settlement of any account of the Trustee not previously settled as
herein provided or for the determination of any question of construction or for
instructions. In any such action or proceeding it shall be necessary to join as
parties only the Trustee and the Company (although the Trustee and the Company
may also join such other parties as it may deem appropriate), and any judgment
or decree entered therein shall be conclusive.

                                  ARTICLE VIII

                         Trustee Resignation and Removal

         8.1 Resignation of Trustee. The Trustee may resign at any time by
delivering written notice thereof to the Company; provided, however, that no
such resignation will take effect until the earlier of (i) sixty (60) days from
the date of delivery of such notice to the Company or (ii) the appointment of
successor trustee.

         8.2 Removal of Trustee. The Trustee may be removed by the Company at
any time, pursuant to a written instrument executed by the Plan Administrator
removing the Trustee and appointing a successor trustee. Such removal shall
become effective sixty (60) days after receipt by the Trustee of such
resolution, unless the Trustee shall agree to an earlier effective date.

         8.3 Appointment of a Successor Trustee. Upon the resignation or removal
of the Trustee, a successor trustee shall be appointed by the Plan
Administrator. Such Successor trustee shall be a bank or trust company
established under the laws of the United States or a State within the Untied
States and having assets in excess of $500,000,000. Such appointment shall take
effect upon the delivery to the Trustee of (a) a written appointment of such
successor trustee, duly executed by the Plan Administrator, as the case may be,
and (b) an acceptance by such successor trustee. Any successor trustee shall
have all the rights, powers and duties granted the Trustee hereunder.

         8.4 Petition for Successor. If, within sixty (60) days of the delivery
of the Trustee's written notice of resignation, a successor trustee shall not
have been appointed, the Trustee may apply to any court of competent
jurisdiction for the appointment of a successor trustee.

         8.5 Transfer of Trust Fund. Upon the resignation or removal of the
Trustee and the appointment of a successor trustee, and after the acceptance and
approval of its account, the Trustee shall transfer and deliver the Trust Fund
to such successor. Under no circumstances shall the Trustee transfer or deliver
the Trust Fund to any successor which is not a bank or trust company as
hereinabove defined.


   13


                                      -12-

                                   ARTICLE IX

                                   Termination

         9.1. Termination of the Trust. The Trust may be terminated at any time
by the Company, pursuant to a written instrument executed by the Plan
Administrator upon delivery to the Trustee of a copy of such written instrument
of termination. However, the Trust may not be terminated in the event of the
Company's bankruptcy or insolvency, as defined in Section 2.1, and, in such
case, distributions will be made in accordance with that Article.

         9.2. Distribution Upon Termination. Upon the termination of the Trust,
the Trustee shall, after the acceptance and approval of its account, distribute
to each Participant or his Beneficiary, on a pro-rata basis to the extent of the
Trust fund, in accordance with the written directions of the Trust Agent, owing
to that Participant or Beneficiary under each Plan. After the satisfaction of
all liabilities with respect to all Participants in the Plans and their
Beneficiaries as certified to by the Trust Agent, the Trustee shall distribute
any assets remaining in the Trust Fund to the Company in accordance with the
Company's written direction. Upon completing such distributions, the Trustee
shall be relieved and discharged. The powers of the Trustee shall continue as
long as any part of the Trust Fund remains in its possession.

                                    ARTICLE X

                                    Amendment

         This Agreement may be amended, in whole or in part, at any time and
from time to time, by the Company pursuant to a written instrument executed by
the Chief Executive Officer, Chief Financial Officer, Vice President of Human
Resources or General Counsel by delivery to the Trustee of a copy of such
written instrument duly executed, except that the duties and responsibilities of
the Trustee shall not be increased without the Trustee's written consent.

                                   ARTICLE XI

                                  Miscellaneous

         11.1. Governing Law. This Agreement shall be construed and interpreted
under, and the Trust hereby created shall be governed by, the laws of the State
of New York insofar as such laws do not contravene any applicable Federal laws,
rules or regulations.

         11.2. Gender. Neither the gender nor the number (singular or plural) of
any word shall be construed to exclude another gender or number when a different
gender or number would be appropriate.

         11.3. No Rights to Particular Assets. No Participant or Beneficiary
shall have any preferred claim on, or any beneficial ownership interest in, any
assets of the Trust before such assets are paid to the Participant or
Beneficiary, and all rights created under the Trust and the Plans shall be
unsecured rights of the Participant or Beneficiary against the Company. No
rights



   14

                                      -13-

or interest of any Participant or Beneficiary under the Plans shall be
transferable or assignable or shall be subject to alienation, anticipation or
encumbrance, and no right or interest of any Participant or Beneficiary in the
Plans shall be subject to any garnishment, attachment, or execution, levy or
other legal or equitable process. Notwithstanding anything to the contrary, the
Trust Fund shall at all times remain subject to claims of general creditors of
the Company in the event of the Company's bankruptcy or insolvency as provided
herein.

         11.4. Successors. This Agreement shall be binding upon and inure to the
benefit of any successor to the Company or its business as the result of merger,
consolidation, reorganization, transfer of assets or otherwise and any
subsequent successor thereto. In the event of any such merger, consolidation,
reorganization, transfer of assets or other similar transaction, the successor
to the Company or its business or any subsequent successor thereto shall
promptly notify the Trustee in writing of its successorship. In no event shall
any such transaction described herein suspend or delay the rights of
Participants or the Beneficiaries of deceased participants to receive benefits
hereunder.

         11.5. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all of which
shall together constitute only one Agreement.

         11.6. Notices. Communication to the Trustee shall be sent to The Chase
Manhattan Bank, New York, New York or to such other address as the Trustee may
specify in writing. Communications to the Company shall be sent to the attention
of the Compensation Committee under the Plan at the Company's principal offices
or to such other address as the Compensation Committee may specify in writing.
No communication shall be binding upon the Trustee or the Company until
received.

         IN WITNESS WHEREOF, the parties hereto have caused this amended and
restated Trust Agreement to be duly executed and their respective corporate
seals to be hereto affixed.



                                         DELL COMPUTER CORPORATION

                                         By:  /s/ JULIE A. SACKETT
                                              ---------------------------------
                                         Its:  Vice President

                                         THE CHASE MANHATTAN BANK

                                         By:  /s/ OTIS A. SINNETT, JR.
                                              ---------------------------------
                                         Its:  Vice President
                                              ---------------------------------