Dell Inc. 401 (k) Plan

Dell Inc., (the "Employer"), hereby adopts this 401 (k) Plan, effective January 1, 2007.

RECITALS:

A. The Employer has previously established a 401 (k) Plan for the exclusive benefit of its eligible Employees and their Beneficiaries;

B. The Employer recognizes the lasting contribution made by its Employees to its successful operation and wants to reward their contribution by continuing the 401 (k) Plan;

C. The Employer wishes to amend and restate the existing 401 (k) Plan;

D. The Employer has authorized the execution of this Agreement intended to continue the 401 (k) Plan to qualify under Sections 401 (a) and 501 (a) of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder;

E. The provisions of this Plan, as amended and restated, shall apply solely to an Employee who terminates employment with the Employer on or after the restated Effective Date of this Plan; and

F. If an Employee terminates employment with the Employer prior to the restated Effective Date, that Employee shall be entitled to benefits under the Plan as the Plan existed on the Employee's termination date.

NOW, THEREFORE, considering the premises and their mutual covenants, the Employer agrees as follows:

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