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                                                                   EXHIBIT 10.11


                                     FORM OF
                            INDEMNIFICATION AGREEMENT


This Indemnification Agreement (this "AGREEMENT") is made and entered into,
effective March 28, 2003, by and between Dell Computer Corporation, a Delaware
corporation (the "COMPANY"), and [NAME OF NON-EMPLOYEE DIRECTOR] ("INDEMNITEE").

                                    RECITALS

A.       Competent and experienced persons are reluctant to serve or to continue
         to serve as directors of corporations unless they are provided with
         adequate protection through insurance or indemnification (or both)
         against claims against them arising out of their service and activities
         as directors.

B.       The current uncertainties relating to the availability of adequate
         insurance for directors have increased the difficulty for corporations
         to attract and retain competent and experienced persons to serve as
         directors.

C.       The Board of Directors of the Company (the "BOARD") has determined that
         the continuation of present trends in litigation will make it more
         difficult to attract and retain competent and experienced persons to
         serve as directors, that this situation is detrimental to the best
         interests of the Company's stockholders and that the Company should act
         to assure its directors that there will be increased certainty of
         adequate protection in the future.

D.       It is reasonable, prudent and necessary for the Company to obligate
         itself contractually to indemnify its directors to the fullest extent
         permitted by applicable law in order to induce them to serve or
         continue to serve as directors of the Company.

E.       Indemnitee is a director of the Company and his or her willingness to
         continue to serve in such capacity is predicated, in substantial part,
         upon the Company's willingness to indemnify him or her to the fullest
         extent permitted by the laws of the State of Delaware and upon the
         other undertakings set forth in this Agreement.

F.       In recognition of the need to provide Indemnitee with substantial
         protection against personal liability, in order to procure Indemnitee's
         continued service as a director of the Company and to enhance
         Indemnitee's ability to serve the Company in an effective manner, and
         in order to provide such protection pursuant to express contract rights
         (intended to be enforceable irrespective of any amendment to the
         Company's Certificate of Incorporation or Bylaws (collectively, the
         "CONSTITUENT DOCUMENTS"), any Change of Control (as defined in Section
         1(a)) or any change in the composition of the Board), the Company
         wishes to provide in this Agreement for the indemnification of and the
         advancement of Expenses (as defined in Section 1(c)) to Indemnitee as
         set forth in this Agreement.

Now, therefore, for and in consideration of the foregoing premises, Indemnitee's
agreement to continue to serve as a director of the Company and the mutual
covenants and agreements contained herein, the parties hereby agree as follows:


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1.       CERTAIN DEFINITIONS -- In addition to terms defined elsewhere herein,
         the following terms shall have the respective meanings indicated below
         when used in this Agreement:

         (a)      "CHANGE OF CONTROL" shall mean the occurrence of any of the
                  following events:

                  (i)      The acquisition after the date of this Agreement by
                           any individual, entity or group (within the meaning
                           of Section 13(d)(3) or 14(d)(2) of the Securities
                           Exchange Act of 1934 (the "EXCHANGE ACT")) (a
                           "PERSON") of beneficial ownership (within the meaning
                           of Rule 13d-3 promulgated under the Exchange Act) of
                           15% or more of either the then outstanding shares of
                           common stock of the Company (the "OUTSTANDING COMPANY
                           COMMON STOCK") or the combined voting power of the
                           then outstanding voting securities of the Company
                           entitled to vote generally in the election of
                           directors (the "OUTSTANDING COMPANY VOTING
                           SECURITIES"); provided, however, that for purposes of
                           this paragraph (i), the following acquisitions shall
                           not constitute a Change of Control:

                           (A)      Any acquisition directly from the Company or
                                    any Subsidiary of the Company;

                           (B)      Any acquisition by the Company or any
                                    Subsidiary of the Company;

                           (C)      Any acquisition by any employee benefit plan
                                    (or related trust) sponsored or maintained
                                    by the Company or any Subsidiary of the
                                    Company;

                           (D)      Any acquisition by Mr. Michael S. Dell, his
                                    Affiliates or Associates (as such terms are
                                    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 Outstanding Company Common
                                    Stock or Outstanding Company Voting
                                    Securities; or

                           (E)      Any acquisition by any entity or its
                                    security holders pursuant to a transaction
                                    that complies with clauses (A), (B), and (C)
                                    of paragraph (iii) below;

                  (ii)     Individuals who, as of the date of this Agreement,
                           constitute the Board (collectively, the "INCUMBENT
                           DIRECTORS") cease for any reason to constitute at
                           least a majority of the Board; provided, however,
                           that any individual who becomes a director of the
                           Company subsequent to the date of this Agreement and
                           whose election or appointment by the Board or
                           nomination for election by the Company's stockholders
                           was approved by a vote of at least a majority of the
                           then Incumbent Directors, shall be considered as an
                           Incumbent Director, unless such individual's 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 Board;



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                  (iii)    Consummation of a reorganization, merger,
                           consolidation, sale or other disposition of all or
                           substantially all the assets of the Company or an
                           acquisition of assets of another corporation (a
                           "BUSINESS COMBINATION"), unless, in each case,
                           following such Business Combination (A) all or
                           substantially all of the individuals and entities who
                           were the beneficial owners, respectively, of the
                           Outstanding Company Common Stock and Outstanding
                           Company Voting Securities immediately prior to such
                           Business Combination beneficially own, directly or
                           indirectly, more than 50% of, respectively, the then
                           outstanding shares of common stock and the combined
                           voting power of the then outstanding voting
                           securities entitled to vote generally in the election
                           of directors, as the case may be, of the corporation
                           resulting from such Business Combination (including a
                           corporation that as a result of such transaction owns
                           the Company or all or substantially all of the
                           Company's assets either directly or through one or
                           more subsidiaries) in substantially the same
                           proportions as their ownership, immediately prior to
                           such Business Combination, of the Outstanding Company
                           Common Stock and Outstanding Company Voting
                           Securities, as the case may be, (B) no Person
                           (excluding any employee benefit plan (or related
                           trust) of the Company or the corporation resulting
                           from such Business Combination) beneficially owns,
                           directly or indirectly, 15% or more of, respectively,
                           the then outstanding shares of common stock of the
                           corporation resulting from such Business Combination
                           or the combined voting power of the then outstanding
                           voting securities of such corporation except to the
                           extent that such ownership of the Company existed
                           prior to the Business Combination and (C) at least a
                           majority of the members of the board of directors of
                           the corporation resulting from such Business
                           Combination were Incumbent Directors at the time of
                           the execution of the initial agreement, or of the
                           action of the Board, providing for such Business
                           Combination; or

                  (iv)     Approval by the stockholders of the Company of a
                           complete liquidation or dissolution of the Company.

         (b)      "CLAIM" shall mean (i) any threatened, asserted, pending or
                  completed claim, demand, action, suit or proceeding (including
                  any cross claim or counterclaim in any action, suit or
                  proceeding), whether civil, criminal, administrative,
                  arbitrative, investigative or other and whether made pursuant
                  to federal, state or other law (including securities laws);
                  and (ii) any inquiry or investigation (including discovery),
                  whether made, instituted or conducted by the Company or any
                  other party, including any federal, state or other
                  governmental entity, that Indemnitee in good faith believes
                  might lead to the institution of any such claim, demand,
                  action, suit or proceeding.

         (c)      "CONTROLLED AFFILIATE" shall mean any corporation, limited
                  liability company, partnership, joint venture, trust or other
                  entity or enterprise, whether or not for profit, that is
                  directly or indirectly controlled by the Company. For purposes
                  of this definition, the term "control" shall mean the
                  possession, directly or indirectly, of the power to direct or
                  cause the direction of the management or policies of an entity
                  or enterprise, whether through the ownership of voting
                  securities, through other voting rights, by contract or
                  otherwise; provided, however, that direct or indirect
                  beneficial ownership of capital stock or other interests in an
                  entity or enterprise entitling the holder to



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                  cast 20% or more of the total number of votes generally
                  entitled to be cast in the election of directors (or persons
                  performing comparable functions) of such entity or enterprise
                  shall be deemed to constitute "control" for purposes of this
                  definition.

         (d)      "DISINTERESTED DIRECTOR" shall mean a director of the Company
                  who is not and was not a party to the Claim with respect to
                  which indemnification is sought by Indemnitee.

         (e)      "EXPENSES" shall mean all costs, expenses (including
                  attorneys' and experts' fees and expenses) and obligations
                  paid or incurred in connection with investigating, defending
                  (including affirmative defenses and counterclaims), being a
                  witness in or participating in (including on appeal), or
                  preparing to investigate, defend, be a witness in or
                  participate in (including on appeal), any Claim relating to an
                  Indemnifiable Claim.

         (f)      "INDEMNIFIABLE CLAIM" shall mean any Claim based upon, arising
                  out of or resulting from any of the following:

                  (i)      Any actual, alleged or suspected act or failure to
                           act by Indemnitee in his or her capacity as a
                           director of the Company or as a director, officer,
                           employee, member, manager, trustee, fiduciary or
                           agent of any other corporation, limited liability
                           company, partnership, joint venture, employee benefit
                           plan, trust or other entity or enterprise, whether or
                           not for profit, as to which Indemnitee is or was
                           serving at the request of the Company as a director,
                           officer, employee, member, manager, trustee or agent;

                  (ii)     Any actual, alleged or suspected act or failure to
                           act by Indemnitee with respect to any business,
                           transaction, communication, filing, disclosure or
                           other activity of the Company or any other entity or
                           enterprise referred to in clause (i) of this Section
                           1(f); or

                  (iii)    Indemnitee's status as a current or former director
                           of the Company or as a current or former director,
                           officer, employee, member, manager, trustee,
                           fiduciary or agent of the Company or any other entity
                           or enterprise referred to in clause (i) of this
                           Section 1(f) or any actual, alleged or suspected act
                           or failure to act by Indemnitee in connection with
                           any obligation or restriction imposed upon Indemnitee
                           by reason of such status.

                  In addition to any service at the actual request of the
                  Company, for purposes of this Agreement, Indemnitee shall be
                  deemed to be serving or to have served at the request of the
                  Company as a director, officer, employee, member, manager,
                  trustee, fiduciary or agent of another entity or enterprise if
                  Indemnitee is or was serving as a director, officer, employee,
                  member, manager, trustee, fiduciary or employee of such entity
                  or enterprise and (A) such entity or enterprise is or at the
                  time of such service was a Controlled Affiliate, (B) such
                  entity or enterprise is or at the time of such service was an
                  employee benefit plan (or related trust) sponsored or
                  maintained by the Company or a Controlled Affiliate or (C) the
                  Company or a Controlled Affiliate directly or indirectly
                  caused Indemnitee to be nominated, elected, appointed,
                  designated, employed, engaged or selected to serve in such
                  capacity.



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         (g)      "INDEMNIFIABLE LOSSES" shall mean any and all Losses relating
                  to, arising out of or resulting from any Indemnifiable Claim.

         (h)      "INDEPENDENT COUNSEL" shall mean a law firm, or a member of a
                  law firm, that is experienced in matters of corporation law
                  and, as of the time of selection with respect to any
                  Indemnifiable Claim, is not nor in the past five years has
                  been, retained to represent (i) the Company or Indemnitee in
                  any matter material to either such party (other than with
                  respect to matters concerning Indemnitee under this Agreement
                  or other indemnitees under similar indemnification agreements)
                  or (ii) any other party to the Indemnifiable Claim giving rise
                  to a claim for indemnification hereunder. Notwithstanding the
                  foregoing, the term "Independent Counsel" shall not include
                  any person who, under the applicable standards of professional
                  conduct then prevailing, would have a conflict of interest in
                  representing either the Company or Indemnitee in an action to
                  determine Indemnitee's rights under this Agreement.

         (i)      "LOSSES" means any and all Expenses, damages (including
                  punitive, exemplary and the multiplied portion of any
                  damages), losses, liabilities, judgments, payments, fines,
                  penalties (whether civil, criminal or other), awards and
                  amounts paid in settlement (including all interest,
                  assessments and other charges paid or incurred in connection
                  with or with respect to any of the foregoing).

2.       INDEMNIFICATION OBLIGATION -- Subject to Section 7, the Company shall
         indemnify, defend and hold harmless Indemnitee, to the fullest extent
         permitted by the laws of the State of Delaware in effect on the date
         hereof or as such laws may from time to time hereafter be amended to
         increase the scope of such permitted indemnification, against any and
         all Indemnifiable Claims and Indemnifiable Losses; provided, however,
         that, except as provided in Sections 5 and 21, Indemnitee shall not be
         entitled to indemnification pursuant to this Agreement in connection
         with any Claim initiated by Indemnitee against the Company or any
         director or officer of the Company unless the Company has joined in or
         consented to the initiation of such Claim.

3.       ADVANCEMENT OF EXPENSES -- Indemnitee shall have the right to
         advancement by the Company prior to the final disposition of any
         Indemnifiable Claim of any and all Expenses relating to, arising out of
         or resulting from any Indemnifiable Claim paid or incurred by
         Indemnitee or which Indemnitee determines are reasonably likely to be
         paid or incurred by Indemnitee. Indemnitee's right to such advancement
         is not subject to the satisfaction of any standard of conduct. Without
         limiting the generality or effect of the foregoing, within five
         business days after any request by Indemnitee, the Company shall, in
         accordance with such request (but without duplication), (a) pay such
         Expenses on behalf of Indemnitee, (b) advance to Indemnitee funds in an
         amount sufficient to pay such Expenses or (c) reimburse Indemnitee for
         such Expenses; provided, however, that Indemnitee shall repay, without
         interest, any amounts actually advanced to Indemnitee that, at the
         final disposition of the Indemnifiable Claim to which the advance
         related, were in excess of amounts paid or incurred by Indemnitee with
         respect to Expenses relating to, arising out of or resulting from such
         Indemnifiable Claim. In connection with any such payment, advancement
         or reimbursement, Indemnitee shall execute and deliver to the Company
         an undertaking, which need not be secured and shall be accepted without
         reference to Indemnitee's ability to repay the Expenses, by or on
         behalf of Indemnitee, to repay any amounts paid, advanced or reimbursed
         by the



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         Company with respect to Expenses relating to, arising out of or
         resulting from any Indemnifiable Claim with respect to which it shall
         have been determined, following the final disposition of such
         Indemnifiable Claim and in accordance with Section 7, that Indemnitee
         is not entitled to indemnification hereunder.

4.       INDEMNIFICATION FOR ADDITIONAL EXPENSES -- Without limiting the
         generality or effect of the foregoing, the Company shall indemnify and
         hold harmless Indemnitee against and, if requested by Indemnitee, shall
         reimburse Indemnitee for, or advance to Indemnitee, within five
         business days of such request, any and all Expenses paid or incurred by
         Indemnitee or which Indemnitee determines are reasonably likely to be
         paid or incurred by Indemnitee in connection with any Claim made,
         instituted or conducted by Indemnitee for (a) indemnification or
         reimbursement or advance payment of Expenses by the Company under any
         provision of this Agreement or under any other agreement or provision
         of the Constituent Documents now or hereafter in effect relating to
         Indemnifiable Claims or (b) recovery under any directors' and officers'
         liability insurance policies maintained by the Company, regardless in
         each case of whether Indemnitee ultimately is determined to be entitled
         to such indemnification, reimbursement, advance or insurance recovery,
         as the case may be; provided, however, that Indemnitee shall return,
         without interest, any such advance of Expenses (or portion thereof)
         that remains unspent at the final disposition of the Claim to which the
         advance related.

5.       PARTIAL INDEMNITY -- If Indemnitee is entitled under any provision of
         this Agreement to indemnification by the Company for some or a portion
         of any Indemnifiable Loss but not for all of the total amount thereof,
         the Company shall nevertheless indemnify Indemnitee for the portion
         thereof to which Indemnitee is entitled.

6.       PROCEDURE FOR NOTIFICATION -- To obtain indemnification under this
         Agreement with respect to an Indemnifiable Claim or Indemnifiable Loss,
         Indemnitee shall submit to the Company a written request therefor,
         including a brief description (based upon information then available to
         Indemnitee) of such Indemnifiable Claim or Indemnifiable Loss. If, at
         the time of the receipt of such request, the Company has directors' and
         officers' liability insurance in effect under which coverage for such
         Indemnifiable Claim or Indemnifiable Loss is potentially available, the
         Company shall give prompt written notice of such Indemnifiable Claim or
         Indemnifiable Loss to the applicable insurers in accordance with the
         procedures set forth in the applicable policies. The Company shall
         provide to Indemnitee a copy of such notice delivered to the applicable
         insurers and copies of all subsequent correspondence between the
         Company and such insurers regarding the Indemnifiable Claim or
         Indemnifiable Loss, in each case substantially concurrently with the
         delivery or receipt thereof by the Company. The failure by Indemnitee
         to timely notify the Company of any Indemnifiable Claim or
         Indemnifiable Loss shall not relieve the Company from any liability
         hereunder unless, and only to the extent that, the Company did not
         otherwise learn of such Indemnifiable Claim or Indemnifiable Loss and
         such failure results in forfeiture by the Company of substantial
         defenses, rights or insurance coverage.

7.       DETERMINATION OF RIGHT TO INDEMNIFICATION --

         (a)      To the extent that Indemnitee shall have been successful on
                  the merits or otherwise in defense of any Indemnifiable Claim
                  or any portion thereof or in defense of any issue or matter
                  therein, including dismissal without prejudice, Indemnitee
                  shall be indemnified against all Indemnifiable Losses relating
                  to,



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                  arising out of or resulting from such Indemnifiable Claim in
                  accordance with Section 2 and no Standard of Conduct
                  Determination (as defined in paragraph (b) below) shall be
                  required.

         (b)      To the extent that the provisions of Section 7(a) are
                  inapplicable to an Indemnifiable Claim that shall have been
                  finally disposed of, any determination of whether Indemnitee
                  has satisfied any applicable standard of conduct under
                  Delaware law that is a legally required condition precedent to
                  indemnification of Indemnitee hereunder against Indemnifiable
                  Losses relating to, arising out of or resulting from such
                  Indemnifiable Claim (a "STANDARD OF CONDUCT DETERMINATION")
                  shall be made as follows:

                  (i)      If a Change of Control has not occurred, or if a
                           Change of Control has occurred but Indemnitee has
                           requested that the Standard of Conduct Determination
                           be made pursuant to this clause (i):

                           (A)      By a majority vote of the Disinterested
                                    Directors, even if less than a quorum of the
                                    Board;

                           (B)      If such Disinterested Directors so direct,
                                    by a majority vote of a committee of
                                    Disinterested Directors designated by a
                                    majority vote of all Disinterested
                                    Directors; or

                           (C)      If there are no such Disinterested
                                    Directors, by Independent Counsel in a
                                    written opinion addressed to the Board, a
                                    copy of which shall be delivered to
                                    Indemnitee; and

                  (ii)     If a Change of Control has occurred and Indemnitee
                           has not requested that the Standard of Conduct
                           Determination be made pursuant to clause (i) above,
                           by Independent Counsel in a written opinion addressed
                           to the Board, a copy of which shall be delivered to
                           Indemnitee.

                  Indemnitee will cooperate with the person or persons making
                  such Standard of Conduct Determination, including providing to
                  such person or persons, upon reasonable advance request, any
                  documentation or information which is not privileged or
                  otherwise protected from disclosure and which is reasonably
                  available to Indemnitee and reasonably necessary to such
                  determination. The Company shall indemnify and hold harmless
                  Indemnitee against and, if requested by Indemnitee, shall
                  reimburse Indemnitee for, or advance to Indemnitee, within
                  five business days of such request, any and all costs and
                  expenses (including attorneys' and experts' fees and expenses)
                  incurred by Indemnitee in so cooperating with the person
                  making such Standard of Conduct Determination.

         (c)      The Company shall use its reasonable best efforts to cause any
                  Standard of Conduct Determination required under Section 7(b)
                  to be made as promptly as practicable. If (i) the person or
                  persons empowered or selected under Section 7(b) to make the
                  Standard of Conduct Determination shall not have made a
                  determination within 30 days after the later of (A) receipt by
                  the Company of written notice from Indemnitee advising the
                  Company of the final disposition of the applicable
                  Indemnifiable Claim (the date of such receipt being the
                  "NOTIFICATION DATE") and (B) the selection of an Independent
                  Counsel, if such determination is to be made by Independent
                  Counsel, that is



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                  permitted under the provisions of Section 7(e) to make such
                  determination and (ii) Indemnitee shall have fulfilled his or
                  her obligations set forth in the second sentence of Section
                  7(b), then Indemnitee shall be deemed to have satisfied the
                  applicable standard of conduct; provided, however, that such
                  30-day period may be extended for a reasonable time, not to
                  exceed an additional 30 days, if the person making such
                  determination in good faith requires such additional time to
                  obtain or evaluate documentation or information relating
                  thereto.

         (d)      If (i) Indemnitee shall be entitled to indemnification
                  hereunder against any Indemnifiable Losses pursuant to Section
                  7(a), (ii) no determination of whether Indemnitee has
                  satisfied any applicable standard of conduct under Delaware
                  law is a legally required condition precedent to
                  indemnification of Indemnitee hereunder against any
                  Indemnifiable Losses or (iii) Indemnitee has been determined
                  or deemed pursuant to Section 7(b) or (c) to have satisfied
                  any applicable standard of conduct under Delaware law that is
                  a legally required condition precedent to indemnification of
                  Indemnitee hereunder against any Indemnifiable Losses, then
                  the Company shall pay to Indemnitee, within five business days
                  after the later of (x) the Notification Date with respect to
                  the Indemnifiable Claim or portion thereof to which such
                  Indemnifiable Losses are related, out of which such
                  Indemnifiable Losses arose or from which such Indemnifiable
                  Losses resulted and (y) the earliest date on which the
                  applicable criterion specified in clause (i), (ii) or (iii)
                  above shall have been satisfied.

         (e)      If a Standard of Conduct Determination is to be made by
                  Independent Counsel pursuant to Section 7(b)(i), the
                  Independent Counsel shall be selected by the Board and the
                  Company shall give written notice to Indemnitee advising him
                  or her of the identity of the Independent Counsel so selected.
                  If a Standard of Conduct Determination is to be made by
                  Independent Counsel pursuant to Section 7(b)(ii), the
                  Independent Counsel shall be selected by Indemnitee and
                  Indemnitee shall give written notice to the Company advising
                  it of the identity of the Independent Counsel so selected. In
                  either case, Indemnitee or the Company, as applicable, may,
                  within five business days after receiving written notice of
                  selection from the other, deliver to the other a written
                  objection to such selection; provided, however, that such
                  objection may be asserted only on the ground that the
                  Independent Counsel so selected does not satisfy the criteria
                  set forth in the definition of "Independent Counsel" in
                  Section 1(h) and the objection shall set forth with
                  particularity the factual basis of such assertion. Absent a
                  proper and timely objection, the person or firm so selected
                  shall act as Independent Counsel. If such written objection is
                  properly and timely made and substantiated, (i) the
                  Independent Counsel so selected may not serve as Independent
                  Counsel unless and until such objection is withdrawn or a
                  court has determined that such objection is without merit and
                  (ii) the non-objecting party may, at its option, select an
                  alternative Independent Counsel and give written notice to the
                  other party advising such other party of the identity of the
                  alternative Independent Counsel so selected, in which case the
                  provisions of the two immediately preceding sentences and
                  clause (i) of this sentence shall apply to such subsequent
                  selection and notice. If applicable, the provisions of clause
                  (ii) of the immediately preceding sentence shall apply to
                  successive alternative selections. If no Independent Counsel
                  that is permitted under the foregoing provisions of this
                  Section 7(e) to make the Standard of Conduct Determination
                  shall have been selected within 30 days after the



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                  Company gives its initial notice pursuant to the first
                  sentence of this Section 7(e) or Indemnitee gives its initial
                  notice pursuant to the second sentence of this Section 7(e),
                  as the case may be, either the Company or Indemnitee may
                  petition the Court of Chancery of the State of Delaware for
                  resolution of any objection that has been made by the Company
                  or Indemnitee to the other's selection of Independent Counsel
                  or for the appointment as Independent Counsel of a person
                  selected by the Court or by such other person as the Court
                  shall designate, and the person or firm with respect to whom
                  all objections are so resolved or the person or firm so
                  appointed will act as Independent Counsel. In all events, the
                  Company shall pay all of the reasonable fees and expenses of
                  the Independent Counsel incurred in connection with the
                  Independent Counsel's determination pursuant to Section 7(b).

8.       PRESUMPTION OF ENTITLEMENT -- In making any Standard of Conduct
         Determination, the person or persons making such determination shall
         presume that Indemnitee has satisfied the applicable standard of
         conduct, and the Company may overcome such presumption only by its
         adducing clear and convincing evidence to the contrary. Any Standard of
         Conduct Determination that is adverse to Indemnitee may be challenged
         by Indemnitee in the Court of Chancery of the State of Delaware. No
         determination by the Company (including by its directors or any
         Independent Counsel) that Indemnitee has not satisfied any applicable
         standard of conduct shall be a defense to any Claim by Indemnitee for
         indemnification or reimbursement or advance payment of Expenses by the
         Company hereunder or create a presumption that Indemnitee has not met
         any applicable standard of conduct.

9.       NO OTHER PRESUMPTION -- For purposes of this Agreement, the termination
         of any Claim by judgment, order, settlement (whether with or without
         court approval) or conviction, or upon a plea of nolo contendere or its
         equivalent, or an entry of an order of probation prior to judgment,
         shall not create a presumption that Indemnitee did not meet any
         applicable standard of conduct or that indemnification hereunder is
         otherwise not permitted.

10.      NON-EXCLUSIVITY -- The rights of Indemnitee hereunder shall be in
         addition to any other rights Indemnitee may have under the Constituent
         Documents, the substantive laws of the State of Delaware, any other
         contract or otherwise (collectively, "OTHER INDEMNITY PROVISIONS");
         provided, however, that (a) to the extent that Indemnitee otherwise
         would have any greater right to indemnification under any Other
         Indemnity Provision, Indemnitee shall be deemed to have such greater
         right hereunder and (b) to the extent that any change is made to any
         Other Indemnity Provision that permits any greater right to
         indemnification than that provided under this Agreement as of the date
         hereof, Indemnitee shall be deemed to have such greater right
         hereunder. The Company shall not adopt any amendment to any of the
         Constituent Documents the effect of which would be to deny, diminish or
         encumber Indemnitee's right to indemnification under this Agreement or
         any Other Indemnity Provision.

11.      LIABILITY INSURANCE AND FUNDING -- For the duration of Indemnitee's
         service as a director of the Company and thereafter for so long as
         Indemnitee shall be subject to any pending or possible Indemnifiable
         Claim, to the extent the Company maintains policies of directors' and
         officers' liability insurance providing coverage for directors and
         officers of the Company, Indemnitee shall be covered by such policies,
         in accordance with their terms, to the maximum extent of the coverage
         available for any other director or officer of the Company. Upon
         request of Indemnitee, the



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         Company shall provide Indemnitee with a copy of all directors' and
         officers' liability insurance applications, binders, policies,
         declarations, endorsements and other related materials and shall
         provide Indemnitee with a reasonable opportunity to review and comment
         on the same. Without limiting the generality or effect of the two
         immediately preceding sentences, no discontinuation or significant
         reduction in the scope or amount of coverage from one policy period to
         the next shall be effective (a) without the prior approval thereof by a
         majority vote of the Incumbent Directors, even if less than a quorum,
         or (b) if at the time that any such discontinuation or significant
         reduction in the scope or amount of coverage is proposed there are no
         Incumbent Directors, without the prior written consent of Indemnitee
         (which consent shall not be unreasonably withheld or delayed). In all
         policies of directors' and officers' liability insurance obtained by
         the Company, Indemnitee shall be named as an insured in such a manner
         as to provide Indemnitee the same rights and benefits, subject to the
         same limitations, as are accorded to the Company's directors and
         officers most favorably insured by such policy. The Company may, but
         shall not be required to, create a trust fund, grant a security
         interest or use other means, including a letter of credit, to ensure
         the payment of such amounts as may be necessary to satisfy its
         obligations to indemnify and advance expenses pursuant to this
         Agreement.

12.      SUBROGATION -- In the event of payment under this Agreement, the
         Company shall be subrogated to the extent of such payment to all of the
         related rights of recovery of Indemnitee against other persons or
         entities (other than Indemnitee's successors), including any entity or
         enterprise referred to in clause (i) of the definition of
         "Indemnifiable Claim" in Section 1(f). Indemnitee shall execute all
         papers reasonably required to evidence such rights (all of Indemnitee's
         reasonable Expenses, including attorneys' fees and charges, related
         thereto to be reimbursed by or, at the option of Indemnitee, advanced
         by the Company).

13.      NO DUPLICATION OF PAYMENTS -- The Company shall not be liable under
         this Agreement to make any payment to Indemnitee with respect to any
         Indemnifiable Losses to the extent Indemnitee has otherwise actually
         received payment (net of Expenses incurred in connection therewith)
         under any insurance policy, the Constituent Documents or Other
         Indemnity Provisions or otherwise (including from any entity or
         enterprise referred to in clause (i) of the definition of
         "Indemnifiable Claim" in Section 1(f)) with respect to such
         Indemnifiable Losses otherwise indemnifiable hereunder.

14.      DEFENSE OF CLAIMS -- The Company shall be entitled to participate in
         the defense of any Indemnifiable Claim or to assume the defense
         thereof, with counsel reasonably satisfactory to Indemnitee; provided,
         however, that if Indemnitee believes, after consultation with counsel
         selected by Indemnitee, that (a) the use of counsel chosen by the
         Company to represent Indemnitee would present such counsel with an
         actual or potential conflict, (b) the named parties in any such
         Indemnifiable Claim (including any impleaded parties) include both the
         Company and Indemnitee and Indemnitee shall conclude that there may be
         one or more legal defenses available to him or her that are different
         from or in addition to those available to the Company or (c) any such
         representation by such counsel would be precluded under the applicable
         standards of professional conduct then prevailing, then Indemnitee
         shall be entitled to retain separate counsel (but not more than one law
         firm plus, if applicable, local counsel with respect to any particular
         Indemnifiable Claim) at the Company's expense. The Company shall not be
         liable to Indemnitee under this Agreement for any amounts paid in
         settlement of any threatened or pending Indemnifiable Claim effected
         without the Company's prior written consent. The Company shall not,



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<PAGE>

         without the prior written consent of Indemnitee, effect any settlement
         of any threatened or pending Indemnifiable Claim that Indemnitee is or
         could have been a party unless such settlement solely involves the
         payment of money and includes a complete and unconditional release of
         Indemnitee from all liability on any claims that are the subject matter
         of such Indemnifiable Claim. Neither the Company nor Indemnitee shall
         unreasonably withhold its consent to any proposed settlement; provided,
         however, that Indemnitee may withhold consent to any settlement that
         does not provide a complete and unconditional release of Indemnitee.

15.      SUCCESSORS AND BINDING AGREEMENT --

         (a)      The Company shall require any successor (whether direct or
                  indirect, by purchase, merger, consolidation, reorganization
                  or otherwise) to all or substantially all the business or
                  assets of the Company, by agreement in form and substance
                  satisfactory to Indemnitee and his or her counsel, expressly
                  to assume and agree to perform this Agreement in the same
                  manner and to the same extent the Company would be required to
                  perform if no such succession had taken place. This Agreement
                  shall be binding upon and inure to the benefit of the Company
                  and any successor to the Company, including any person
                  acquiring directly or indirectly all or substantially all the
                  business or assets of the Company whether by purchase, merger,
                  consolidation, reorganization or otherwise (and such successor
                  will thereafter be deemed the "Company" for purposes of this
                  Agreement), but shall not otherwise be assignable or
                  delegatable by the Company.

         (b)      This Agreement shall inure to the benefit of and be
                  enforceable by Indemnitee's personal or legal representatives,
                  executors, administrators, successors, heirs, distributees,
                  legatees and other successors.

         (c)      This Agreement is personal in nature and neither of the
                  parties hereto shall, without the consent of the other, assign
                  or delegate this Agreement or any rights or obligations
                  hereunder except as expressly provided in Sections 15(a) and
                  15(b). Without limiting the generality or effect of the
                  foregoing, Indemnitee's right to receive payments hereunder
                  shall not be assignable, whether by pledge, creation of a
                  security interest or otherwise, other than by a transfer by
                  Indemnitee's will or by the laws of descent and distribution,
                  and in the event of any attempted assignment or transfer
                  contrary to this Section 15(c), the Company shall have no
                  liability to pay any amount so attempted to be assigned or
                  transferred.

16.      NOTICES -- For all purposes of this Agreement, all communications,
         including notices, consents, requests or approvals, required or
         permitted to be given hereunder shall be in writing and shall be deemed
         to have been duly given when hand delivered or dispatched by electronic
         facsimile transmission (with receipt thereof orally confirmed), or five
         business days after having been mailed by United States registered or
         certified mail, return receipt requested, postage prepaid or one
         business day after having been sent for next-day delivery by a
         nationally recognized overnight courier service, addressed to the
         Company (to the attention of the Secretary of the Company) and to
         Indemnitee at the addresses shown on the signature page hereto, or to
         such other address as any party may have furnished to the other in
         writing and in accordance herewith, except that notices of changes of
         address will be effective only upon receipt.



                                       11
<PAGE>

17.      GOVERNING LAW -- The validity, interpretation, construction and
         performance of this Agreement shall be governed by and construed in
         accordance with the substantive laws of the State of Delaware, without
         giving effect to the principles of conflict of laws of such State. The
         Company and Indemnitee each hereby irrevocably consent to the
         jurisdiction of the Chancery Court of the State of Delaware for all
         purposes in connection with any action or proceeding that arises out of
         or relates to this Agreement and agree that any action instituted under
         this Agreement shall be brought only in the Chancery Court of the State
         of Delaware.

18.      VALIDITY -- If any provision of this Agreement or the application of
         any provision hereof to any person or circumstance is held invalid,
         unenforceable or otherwise illegal, the remainder of this Agreement and
         the application of such provision to any other person or circumstance
         shall not be affected, and the provision so held to be invalid,
         unenforceable or otherwise illegal shall be reformed to the extent, and
         only to the extent, necessary to make it enforceable, valid or legal.
         In the event that any court or other adjudicative body shall decline to
         reform any provision of this Agreement held to be invalid,
         unenforceable or otherwise illegal as contemplated by the immediately
         preceding sentence, the parties thereto shall take all such action as
         may be necessary or appropriate to replace the provision so held to be
         invalid, unenforceable or otherwise illegal with one or more
         alternative provisions that effectuate the purpose and intent of the
         original provisions of this Agreement as fully as possible without
         being invalid, unenforceable or otherwise illegal.

19.      AMENDMENTS; WAIVERS -- No provision of this Agreement may be amended,
         modified, waived or discharged unless such amendment, modification,
         waiver or discharge is agreed to in writing signed by Indemnitee and
         the Company. No waiver by either party hereto at any time of any breach
         by the other party hereto or compliance with any condition or provision
         of this Agreement to be performed by such other party shall be deemed a
         waiver of similar or dissimilar provisions or conditions at the same or
         at any prior or subsequent time.

20.      COMPLETE AGREEMENT -- No agreements or representations, oral or
         otherwise, expressed or implied with respect to the subject matter
         hereof have been made by either party that are not set forth expressly
         in this Agreement.

21.      LEGAL FEES AND EXPENSES -- It is the intent of the Company that
         Indemnitee not be required to incur legal fees or other Expenses
         associated with the interpretation, enforcement or defense of
         Indemnitee's rights under this Agreement by litigation or otherwise
         because the cost and expense thereof would substantially detract from
         the benefits intended to be extended to Indemnitee hereunder.
         Accordingly, without limiting the generality or effect of any other
         provision hereof, if it should appear to Indemnitee that the Company
         has failed to comply with any of its obligations under this Agreement
         or in the event that the Company or any other person takes or threatens
         to take any action to declare this Agreement void or unenforceable or
         institutes any litigation or other action or proceeding designed to
         deny, or to recover from, Indemnitee the benefits provided or intended
         to be provided to Indemnitee hereunder, the Company irrevocably
         authorizes Indemnitee from time to time to retain counsel of
         Indemnitee's choice, at the expense of the Company as hereafter
         provided, to advise and represent Indemnitee in connection with any
         such interpretation, enforcement or defense, including the initiation
         or defense of any litigation or other legal action, whether by or
         against the Company or any director, officer, stockholder or other
         person affiliated with the Company, in any jurisdiction.
         Notwithstanding any existing or prior attorney-client relationship
         between the Company and such counsel, the Company irrevocably consents
         to Indemnitee's



                                       12
<PAGE>

         entering into an attorney-client relationship with such counsel, and in
         that connection the Company and Indemnitee agree that a confidential
         relationship shall exist between Indemnitee and such counsel. Without
         respect to whether Indemnitee prevails, in whole or in part, in
         connection with any of the foregoing, the Company will pay and be
         solely financially responsible for any and all attorneys' and related
         fees and expenses incurred by Indemnitee in connection with any of the
         foregoing.

22.      CERTAIN INTERPRETIVE MATTERS --

         (a)      No provision of this Agreement shall be interpreted in favor
                  of, or against, either of the parties hereto by reason of the
                  extent to which any such party or its counsel participated in
                  the drafting thereof or by reason of the extent to which any
                  such provision is inconsistent with any prior draft hereof or
                  thereof.

         (b)      It is the Company's intention and desire that the provisions
                  of this Agreement be construed liberally, subject to their
                  express terms, to maximize the protections to be provided to
                  Indemnitee hereunder.

         (c)      All references in this Agreement to Sections, paragraphs,
                  clauses and other subdivisions refer to the corresponding
                  Sections, paragraphs, clauses and other subdivisions of this
                  Agreement unless expressly provided otherwise. Titles
                  appearing at the beginning of any Sections, subsections or
                  other subdivisions of this Agreement are for convenience only,
                  do not constitute any part of such Sections, subsections or
                  other subdivisions and shall be disregarded in construing the
                  language contained in such subdivisions. The words "THIS
                  AGREEMENT," "HEREIN," "HEREBY," "HEREUNDER," and "HEREOF," and
                  words of similar import, refer to this Agreement as a whole
                  and not to any particular subdivision unless expressly so
                  limited. The word "OR" is not exclusive, and the word
                  "INCLUDING" (in its various forms) means "including without
                  limitation." Pronouns in masculine, feminine or neuter genders
                  shall be construed to state and include any other gender, and
                  words, terms and titles (including terms defined herein) in
                  the singular form shall be construed to include the plural and
                  vice versa, unless the context otherwise expressly requires.

23.      COUNTERPARTS -- This Agreement may be executed in one or more
         counterparts, each of which will be deemed to be an original but all of
         which together shall constitute one and the same agreement.

In witness whereof, Indemnitee has executed, and the Company has caused its duly
authorized representative to execute, this Agreement as of the date first above
written.


DELL COMPUTER CORPORATION                          INDEMNITEE

Address:        One Dell Way                       Address:
                Round Rock, Texas 78682

Facsimile:      512-728-3773                       Facsimile:


By:
        ------------------------------             -----------------------------
        Thomas B. Green
        Senior Vice President,
        Law & Administration



                                       13
<PAGE>



         SCHEDULE TO EXHIBIT 10.11 -- FORM OF INDEMNIFICATION AGREEMENT

        DELL HAS ENTERED INTO AN INDEMNIFICATION AGREEMENT WITH EACH
OF THE FOLLOWING PERSONS:

        DONALD J. CARTY
        WILLIAM H. GRAY, III
        JUDY C. LEWENT
        THOMAS W. LUCE III
        KLAUS S. LUFT
        ALEX J. MANDL
        MICHAEL A. MILES
        SAMUEL A. NUNN, JR.
        MORTON L. TOPFER

IDENTICAL TO THE FORM PROVIDED HEREIN.


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