EO Performance Based SU—Executive Officer
Amended& Restated 2002 Plan

DELL INC.

Performance Based Stock Unit Agreement

Dell Inc., a Delaware corporation (the "Company"), is pleased to grant you units representing the right to receive shares of the Company's common stock (the "Shares"), subject to the terms and conditions described below. The target number of units that may be awarded to you (the "Target") is stated in step one of the Stock Plan Administrator's online grant acceptance process ("Grant Summary"). The number of units awarded to you (the "Units") will be determined on the last day of each Fiscal Year during the Performance Period. Each Unit represents the right to receive one Share. As a material inducement to the Company to grant you this award, you agree to the following terms and conditions. You agree that you are not otherwise entitled to this award, that the Company is providing you this award in consideration for your promises and agreements below, and that the Company would not grant you this award absent those promises and agreements. This Stock Unit Agreement, the Grant Summary, and the Company's Amended and Restated 2002 Long-Term (Incentive Plan (the "Plan") set forth the terms of your Units identified in your Grant Summary.

1．Performance Based Units- The Target represents the number of Units you have the opportunity to receive based on the Company's attainment of its annual performance goals. A portion of the Units will be awarded to you as soon as administratively feasible following each Fiscal Year during the Performance Period; the actual number of Units you receive will range from 80% to 120% of one third of the Target Units for the Performance Period, which will be determined by the Company in its sole discretion. You will be notified of the annual performance goals and the number of Units awarded to you if those goals are attained through separate written communications. Notwithstanding the preceding paragraph, if your employment is terminated during the Performance Period by reason of your death or Permanent Disability (as defined below), the number of units awarded to you will be the Target Units for the Performance Period.

2．Vesting- The Company will issue you one Share for each vested Unit to be delivered on the vesting date or as soon as administratively practicable thereafter. The Units will vest, and you will receive Shares, in accordance with the schedule in your Grant Summary. Notwithstanding the foregoing schedule, the Company, with the approval of the Chief Executive Officer and upon written notice to you, may defer the vesting with respect to all or any portion of the Units to any date that is not more than ten years after the Date of Grant stated in your Grant Summary.

3．Expiration- If your Employment (as defined below) terminates for any reason other than your death or "Permanent Disability"(as defined in the Plan described below), any Units that have not vested as described above will expire at that time. If your Employment is terminated by reason of your death or Permanent Disability, all Units will vest immediately and automatically upon such termination of Employment. As used herein, the term "Employment" means your regular full-time or part-time employment with the Company or any of its Subsidiaries, and the term "Employer" means the Company (if you are employed by the Company) or the Subsidiary of the Company that employs you.

4．Rights as a Stockholder- You will have no rights as a stockholder with respect to Shares that may be received by you pursuant to this Agreement until those Shares are issued and registered in your name on the books of the Company's transfer agent. You will have no rights to receive dividend equivalent payments with respect to Shares that may be received by you pursuant to this Agreement. Units granted to you will be satisfied wholly through the issuance and delivery of Shares.

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