exv10w6






Exhibit 10.6




AMENDMENT ONE TO THE

DELL INC. 401(K) PLAN




     This Amendment is hereby entered into by Dell Inc., a Delaware corporation, having its
principal office in Round Rock, Texas (hereinafter referred to as “Employer”):



R E C I T A L S:




     WHEREAS, the Employer has previously established the Dell Inc. 401(k) Plan (the “Plan”) for
the benefit of those employees who qualify thereunder and for their beneficiaries; and



     WHEREAS, the Employer most recently amended and restated the Plan effective January 1, 2007;
and



     WHEREAS, the Employer desires to amend the Plan to permit loan transfers received in
connection with either a merger or acquisition to continue under the same amortization schedule
after the transfer into the Plan, and also to permit the Plan Administrator, on a quarterly basis,
to identify and make payment to former Participants that maintain an account balance consisting
solely of post-distribution allocation adjustments, and to close such accounts; and



     WHEREAS, the Employer desires to amend the Plan to cause the Plan to comply with the Final
Treasury Regulations under Section 415 of the Internal Revenue Code of 1986, as amended;



     NOW, THEREFORE, pursuant to Section 10.2 of the Plan, the following amendments are hereby
made, and shall be effective January 1, 2008:



1. Subsection 14.1(a) of the Plan is hereby amended, as underlined, to be and read as follows:





	 	“(a)	 	General. Unless otherwise provided by the Plan Sponsor, the Plan
authorizes the Trustee to make loans on a nondiscriminatory basis to a Participant or
Beneficiary in accordance with the written loan policy established by the Committee,
provided (i) the loan policy satisfies the requirements of Subsection 14.1(b); (ii)
loans are available to all Participants and Beneficiaries on a reasonably equivalent
basis and are not available in a greater amount for Highly Compensated Employees than
for other Employees; (iii) any loan is adequately secured and bears a reasonable rate
of interest; (iv) the loan provides for repayment within a specified time; (v) the
default provisions of the note prohibit offset of the Participant’s Nonforfeitable
Account Balance prior to the time the Trustee otherwise would distribute the
Participant’s Nonforfeitable Account Balance; and (vii) the loan otherwise conforms to
the exemption provided by Code Section 4975(d)(1). If the joint and survivor annuity
requirements of Section 9.6 apply to a Participant, the Participant may not pledge any
portion of his or her Account Balance as security for a loan




 









 






	 	 	 	unless, within the ninety (90) day period ending on the date the pledge becomes effective, the Participant’s
spouse, if any, consents (in a manner described in Section 9.6 other than the requirement relating to the consent of a subsequent
spouse) to the security, or, by a separate consent, to an increase in the amount of
security. No loan shall be provided to a Participant unless such Participant is on
the U.S. payroll of the Employer. Notwithstanding the foregoing, if the Plan
permits loan transfers in connection with either a Plan merger or an acquisition,
the amortization schedule for each transferred loan shall be maintained, as long as
the loan terms do not exceed sixty (60) months.





2. Subsection 14.1(b)(iii) of the Plan is hereby amended by adding the following language to the end thereof, to be and read as follows:





“Notwithstanding the foregoing, if the Plan permits loan transfers in connection with either
a Plan merger or an acquisition and the number of permitted loans in the “merged” or
“acquired” plan exceeds the number permitted by the Plan’s loan policy, then the Participant
may retain all loans that were assumed by the Plan in connection with the Plan merger or
acquisition.”



3. Section 7.3(c) is hereby amended by adding Subsection (v), to be and read as follows:





“(v) Notwithstanding the foregoing paragraph (b), the Administrator shall, at the end of
each calendar quarter, identify each Participant with a termination of employment date
during the previous 365 days who continues to maintain an account balance in the Plan and
shall determine whether such Participant’s account balance is maintained due to a
post-distribution allocation adjustment. The Administrator shall, as soon as
administratively feasible following the end of the calendar quarter, make an additional
distribution to each such Participant in order to distribute the remaining balance of his or
her Account. Such distribution shall be made in the same manner previously selected by the
Participant in accordance with Section 9.1. Once payment has been made, the Account of each
such former Participant shall be closed.”



4. Section 5.4 is hereby amended in its entirety, to be and read as follows:





“5.4 Limitations on Allocations Under Code Section 415. Contributions hereunder
shall be subject to the limitations of Code Section 415 and Treasury Regulations published
pursuant to such Code Section on April 5, 2007, the provisions of which are specifically
incorporated by reference; to the extent any portion of this Section conflicts with such
Regulations, the provisions of the Regulations shall govern.




	 	(a)	 	The Annual Additions to a Participant’s Individual Accounts hereunder (together
with the Annual Additions to the Participant’s account(s) under any other defined
contribution plans required to be aggregated with the Plan) for any Limitation Year may
not exceed the lesser of:




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	 	(i)	 	Forty-nine Thousand Dollars ($49,000.00), subject to
cost-of-living increases as allowed under Code Section 415(d); or
	 
	 	(ii)	 	One hundred percent (100%) of the Participant’s 415
Compensation for the Limitation Year.






In the event the preceding limitations apply to an individual who is a Participant
in this Plan and was a Participant in any other defined contribution plan maintained
by the Employer, the limitations shall apply first to this Plan.




	 	(b)	 	For purposes of this Section the following definitions shall apply:






	 	(i)	 	“Annual Addition” shall mean the sum of the following additions
to a Participant’s Individual Accounts for the Limitation Year: (i) employer
contributions (including salary reduction contributions), (ii) employee
contributions, and (iii) forfeitures, if any. For purposes of this definition,
“Annual Additions” to other Employer defined contribution plans (also taken
into account when applying the limitations in Paragraph (a) above) include any
voluntary employee contributions to an account in a qualified defined benefit
plan and any employer contribution to an individual retirement account or
annuity under Code Section 408 or to a medical account for a key employee under
Code Section 401(h) or 419A(d), except that the 25%-of-pay limit below shall
not apply to employer contributions to a key employee’s medical account after
his separation from service.
	 
	 	(ii)	 	“Limitation Year” shall be the Plan Year.
	 
	 	(iii)	 	“415 Compensation” shall mean the compensation as defined
under Code Section 415(c)(3) and the Treasury Regulations issued pursuant
thereto.






	 	(c)	 	In the event the limitations in this Section are not satisfied, correction
shall be made under the rules provided in Revenue Procedure 2008-50 (and any successor
to that Revenue Procedure).”





     IN WITNESS WHEREOF, the Employer has caused this instrument to be executed this
10th day of December, 2008.



	 	 	 	 	 
	 	DELL INC.

 	 
	 	By:  	/s/ Kathleen O. Angel
 	 
	 	 	 	 
	 	Its:  	Director of Global Benefits 	 
	 	 	 	 
	 



	 
	ATTEST:

	/s/ Robert L. Potts

	 







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