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                                                                    EXHIBIT 10.9


                             AMENDMENT NO. 2 TO THE
                            DELL COMPUTER CORPORATION
                                   401(K) PLAN

         THIS AMENDMENT is made as of the 1st day of January, 2001 by DELL
COMPUTER CORPORATION, a Texas corporation, (the "Company");

         WHEREAS, the Company has heretofore adopted and maintains the Dell
Computer Corporation 401(k) Plan (the "Plan") for the benefit of eligible
employees of the Company and its participating affiliates; and

         WHEREAS, the Company desires to amend the Plan's provisions concerning
participant loans and vesting in certain respects;

         NOW THEREFORE, the Plan is hereby amended as follows, effective as of
January 1, 2001, except as otherwise indicated herein:

         1. Plan Section 1.1 is hereby amended by revising Subsection (ii) to
add the following new Paragraph (7) to the end thereof, to be and read as
follows:

         "(7)     An individual's Period of Service shall include any period of
                  employment by such individual with Dell Financial Services,
                  L.P.; provided, however, that this provision shall apply
                  solely to an individual who becomes an Employee immediately
                  following the date of his or her termination of employment
                  with Dell Financial Services, L.P."

         2. Plan Section 7.4 is hereby amended by adding the following new
Subsection (g) to the end thereof, to be and read as follows:

         "(g)     SPECIAL RULES FOR DFS EMPLOYEES. Notwithstanding the
                  preceding, any Participant who terminates his or her
                  employment with the Employer pursuant to a written agreement
                  which provides that he or she shall accept employment with
                  Dell Financial Services, L.P., which is an affiliate of the
                  Employer, shall be 100% vested in his or her account balance
                  as of December 31, 2001. This Subsection shall not apply to
                  individuals who terminate employment after December 31, 2001."


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         3. Plan Section 9.1 is hereby amended to be and read as follows:

         "9.1 ELIGIBILITY FOR LOAN.

                  (a)      Subject to the provisions of this Article, the
                           following individuals shall be eligible for loans
                           under the Plan: (i) each Participant who is an
                           Employee and (ii) each party-in-interest, as that
                           term is defined in section 3(14) of ERISA, as to the
                           Plan, but only if such party-in-interest (i) retains
                           an Account balance under the Plan and (ii) is either
                           a Participant no longer employed by the Employer, a
                           beneficiary of a deceased Participant, or an
                           alternate payee under a qualified domestic relations
                           order, as that term is defined in section 414(p)(8)
                           of the Code. (An individual who is eligible to apply
                           for a loan under the Plan as described in the
                           preceding sentence shall hereinafter be referred to
                           as a "Participant" for purposes of this Article.)

                  (b)      Notwithstanding the above, a Participant may not have
                           more than two (2) loan outstanding at any time;
                           provided, however, that for the Plan Year ending
                           December 31, 2001, a Participant may have up to three
                           (3) loans outstanding at any one time.

                  (c)      Upon application by a Participant and subject to such
                           uniform and nondiscriminatory rules and regulations
                           as the Committee may establish, the Committee may in
                           its discretion direct the Trustee to make a loan or
                           loans to such Participant."

         4. Plan Section 9.5(b) is hereby amended to be and read as follows:

         "(b)     The terms of the loan shall (i) require level amortization
                  with payments not less frequently than quarterly, (ii) require
                  that the loan be repaid (a) over an amortization period of one
                  to five years for the period from the Effective Date through
                  December 31, 2000, and (b) over an amortization period of one
                  to four and one-half years effective as of January 1, 2001,
                  (unless the Participant certifies in writing to the Committee
                  that the loan is to be used to acquire any dwelling unit which
                  within a reasonable time is to be used (determined at the time
                  the loan is made) as a principal residence of the Participant,
                  in which case the loan must be repaid over an amortization
                  period of five to twenty years), (iii) allow prepayment
                  without penalty at any time, provided that any prepayment must
                  be for the full outstanding loan balance (including interest),
                  (iv) require that the balance of the loan (including interest)
                  shall become due and payable (to the extent not otherwise due
                  and payable) within ninety days of the date the Participant
                  or, if applicable, the Participant's beneficiary, is first
                  entitled to a distribution from the Plan (other than a
                  distribution pursuant



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                  to Article VIII) irrespective of whether such Participant or
                  beneficiary elects or consents to such distribution, and (v)
                  provide that such Participant's outstanding loan balance
                  (including interest), if not paid in accordance with the
                  repayment provisions of the loan, shall be treated as a deemed
                  distribution upon the end of the "cure period" permitted by
                  applicable Treasury Regulations and repaid by offsetting such
                  balance against the amount in the Participant's segregated
                  loan fund pledged as security for the loan. With respect to
                  the correction of a loan pursuant to the "cure period"
                  provisions of Treas. Reg. Section 1.72(p)-1, Q&A-10, the
                  Employer may adopt a nondiscriminatory policy which permits
                  Participants who have failed to make one or more loan payments
                  to make addition payments to the Plan's Trust prior to the end
                  of the applicable "cure period" in the amount necessary to
                  permit such Participant's loan not to be treated as a deemed
                  distribution."

         IN WITNESS WHEREOF, the Company has caused this Amendment to be
executed this 11thday of December, 2001, to be effective as of the day and year
first written above.

                                          DELL COMPUTER CORPORATION


                                          By: /s/ Kathleen Angel
                                              ---------------------------------
                                          Its: Director of Global Benefits
                                              ---------------------------------
ATTEST:

Janet B. Wright
---------------------------------

Its: Corporate Counsel
    -----------------------------



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