Exhibit 10.8
 Dell Inc.
 Deferred Compensation Plan  For Non-Employee Directors




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Table of Contents
 PageArticle I.
    
    Definitions and Construction
    
    
    11.1
    
    Definitions
    
    
    11.2
    
    Number and Gender
    
    
    61.3
    
    Headings
    
    
    6Article II.
    
    Contributions
    
    
    72.1
    
    General
    
    
    72.2
    
    Deferral(s)
    
    
    72.3
    
    Deferral Election
    
    
    72.4
    
    Crediting of Deferral(s)
    
    
    7Article III.
    
    Allocations to Member Accounts
    
    
    73.1
    
    Individual Accounts
    
    
    73.2
    
    Investment of Accounts
    
    
    83.3
    
    Allocation of Net Income or Loss and Changes in Value
    
    
    8Article IV.
    
    Hypothetical Investment of Accounts
    
    
    84.1
    
    Investment of Accounts
    
    
    84.2
    
    Designation of Investment Funds
    
    
    9Article V.
    
    Vested Interest
    
    
    95.1
    
    Vesting of Compensation Deferrals Account
    
    
    9Article VI.
    
    Unforeseeable Financial Emergency
    
    
    96.1
    
    Rules Governing Grandfathered Benefits
    
    
    96.2
    
    Rules Governing 409A Benefits
    
    
    10Article VII.
    
    Benefit Distributions
    
    
    107.1
    
    General Rules
    
    
    107.2
    
    Rules Governing Form and Timing of Payment of
Grandfathered Benefits
    
    
    117.3
    
    Rules Governing Form and Timing of Payment of 409A Benefits
    
    
    127.4
    
    Payments Pursuant to a Qualified Domestic Relations Order
    
    
    137.5
    
    Payer of Benefits
    
    
    147.6
    
    Unclaimed Benefits
    
    
    14Article VIII.
    
    Transition Rules
    
    
    148.1
    
    Deferral Elections for Plan Years 2005 and 2006
    
    
    148.2
    
    Distribution Elections
    
    
    15




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Table of Contents  (continued)
 PageArticle IX.
    
    Administration of Plan
    
    
    159.1
    
    Appointment of Committee
    
    
    159.2
    
    Term, Vacancies, Resignation, and Removal
    
    
    159.3
    
    Self-Interest of Committee Members
    
    
    159.4
    
    Committee Powers and Duties
    
    
    159.5
    
    Claims Review
    
    
    179.6
    
    Company to Supply Information
    
    
    189.7
    
    Indemnity
    
    
    18Article X.
    
    Purpose and Unfunded Nature of the Plan
    
    
    1810.1
    
    Purpose of Plan
    
    
    1810.2
    
    Unfunded Nature of Plan
    
    
    1810.3
    
    Funding of Obligation
    
    
    19Article XI.
    
    Miscellaneous
    
    
    2011.1
    
    Limitation of Rights
    
    
    2011.2
    
    Alienation of Interest Forbidden
    
    
    2011.3
    
    Minor or Legally Incompetent Distributee
    
    
    2011.4
    
    Withholding
    
    
    2011.5
    
    Amendment and Termination
    
    
    2111.6
    
    Severability
    
    
    2211.7
    
    Governing Laws
    
    
    22




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DELL INC.
DEFERRED COMPENSATION PLAN
FOR NON-EMPLOYEE DIRECTORS
       ARTICLE I.  Definitions and Construction
 1.1
    
    Definitions. Where the following words and phrases appear in the Plan, they shall
have the respective meanings set forth below, unless their context clearly indicates to the
contrary.
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(a)
    
    Account: A Members Deferral(s) Account, as adjusted to reflect
income, gains, losses and other credits or charges attributable thereto. The amounts
credited to the account shall be segregated and separately accounted for as follows:
 (1)
    
    Grandfathered Benefits. The portion of a Members
Account, which holds amounts credited to such account for Plan Years beginning
prior to January 1, 2005.(2)
    
    409A Benefits. The portion of a Members Account,
which holds amounts credited to such account for Plan Years beginning on and
after January 1, 2005. At the direction of the Committee, the Plan shall
establish a subaccount for each Plan Year beginning on and after January 1,
2005, which shall hold the total of amounts credited to a Members Account for
the applicable Plan Year.
 (b)
    
    Annual Compensation: The annual retainer payable by the Company to a
member following the Companys annual shareholder meeting (typically July or August) of
each year.(c)
    
    Beneficiary: The person or trust that a Member, in his most recent
designation filed with the Committee, shall have designated to receive his benefit
under the Plan in the event of his death; provided that, if the Member has failed to
make a designation or if no person designated shall be alive or if no trust shall have
been established by the Member, and no successor Beneficiary shall have been designated
and be alive, any death benefit payable hereunder on behalf of such Member shall be
paid to the legal representative of such deceased Members estate. Changes in
designations of Beneficiaries may be made upon notice to the Committee in any form as
the Committee may prescribe and the Committee shall immediately notify the Trustee, in
writing, of any designation or change in designation.(d)
    
    Board of Directors: The Board of Directors of the Company(e)
    
    Change of Control:
 (1)
    
    With Respect to Grandfathered Benefits: With respect to
Grandfathered Benefits, a Change of Control occurs upon the earliest to occur
of any of the following:
 (A)
    
    The acquisition by any person of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the
Securities Exchange Act of 1934 (Exchange Act)) of 20% or more of
either (i) the then outstanding shares of stock, or (ii) the combined
voting power of the then outstanding voting securities of the Company;
provided, however, that for purposes of this Paragraph (A), the
following acquisitions shall not constitute a Change of Control: (i)
any acquisition directly from the Company, (ii) any acquisition by the
Company, (iii) any acquisition by any employee benefit plan
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(or related trust) sponsored or maintained by the Company or any
corporation controlled by the Company, (iv) any acquisition by Mr.
Michael S. Dell, his affiliates (as defined in Rule 12b-2
promulgated under the Exchange Act) or associates (as 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 stock
(collectively, Michael Dell), or (v) any acquisition by any
corporation pursuant to a transaction which complies with clauses
(i), (ii), and (ii) of Paragraph (C) of this Section 1.1(c); or(B)
    
    Individuals who constitute the Incumbent Board
(as later defined) cease for any reason to constitute at least a
majority of the Directors; or(C)
    
    Approval by the stockholders of the Company of
a reorganization, merger, or consolidation, or sale or other
disposition of all or substantially all of the assets of the Company,
or the acquisition of assets of another corporation (a Business
Combination), unless following such Business Combination (i) all or
substantially all of the persons who were the beneficial owners,
respectively, of the outstanding stock and outstanding voting
securities of the Company immediately prior to such Business
Combination beneficially own, directly or indirectly, more than 60% 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, without limitation, a corporation which 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 stock and
outstanding voting securities of the Corporation, as the case may be,
(ii) no person (excluding any employee benefit plan (or related trust)
of the Company, such corporation resulting from such Business
Combination, and Michael Dell) beneficially owns, directly or
indirectly, 20% 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
existed prior to the Business Combination, and (iii) at least a
majority of the members of the Board of Directors of the corporation
resulting from such Business Combination were members of the Incumbent
Board at the time of the execution of the initial agreement, or of the
action of the Board of Directors, providing for such Business
Combination; or
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(D)
    
    Approval by the stockholders of the Company of
a complete liquidation or dissolution of the Company.
 For purposes of this Subsection (1), Incumbent Board shall mean the
individuals who, as of the Effective Date, constitute the Board of
Directors; provided, however, that any individual becoming a Director,
subsequent to such date whose election, or nomination for election by the
Companys stockholders, was approved by a vote of at least a majority of the
Board of Directors then comprising the Incumbent Board shall be considered
as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose 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 Directors.(2)
    
    With Respect to 409A Benefits: With respect to 409A
Benefits, the occurrence of any event or transaction constituting a change in
ownership or effective control within the meaning of Treasury Regulations or
other Internal Revenue Service guidance promulgated pursuant to Code Section
409A(a)(2)(A)(v). The occurrence of a Change of Control will be determined and
certified by the Committee strictly in accordance with the foregoing sentence;
the Committee may not exercise discretion in applying the requirements of
relevant Internal Revenue Service guidance in the determination of the
occurrence of a Change of Control. For purposes of this provision, the
following acquisitions of stock by the Company shall not constitute a Change of
Control: (i) any acquisition directly from the Company, (ii) any acquisition by
the Company, (iii) any acquisition by any employee benefit plan (or related
trust) sponsored or maintained by the Company or any corporation controlled by
the Company, (iv) any acquisition by Mr. Michael S. Dell.
 (f)
    
    Code: The Internal Revenue Code of 1986, as amended from time to time.(g)
    
    Committee: The Compensation Committee of the Board of Directors, which
may act through its delegate.(h)
    
    Company:Dell Inc., a corporation organized and existing under the
laws of the State of Delaware, or its successor or successors.(i)
    
    Deferral(s): A contribution by a Member pursuant to Section 2.2 of this
Plan.(j)
    
    Effective Date: January 1, 2005, except as otherwise provided herein.
The Plan was originally effective with respect to the Company on May 20, 1994.(k)
    
    ERISA: Public Law No. 93-406, the Employee Retirement Income Security
Act of 1974, as amended from time to time.
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(l)
    
    Investment Fund(s): The investment fund(s) designated by the Committee
from time to time for the hypothetical investment of a Members Accounts pursuant to
Article V.(m)
    
    Member: Any non-employee director of the Corporation who has become a
Member in the Plan, for as long as his benefit under the Plan has not been fully
distributed pursuant to the provisions of the Plan.(n)
    
    Normal Retirement Date: The date on which the Member attains age
sixty-five (65) years old.(o)
    
    Plan: The Dell Inc. Deferred Compensation Plan for Non-Employee
Directors, as amended from time to time.(p)
    
    Plan Year: The twelve (12)-consecutive month period commencing January
1 of each year.(q)
    
    Retirement: Termination of a Members service as a non-employee
director with the Company on or after his Normal Retirement Date.(r)
    
    Retirement Date: The first day of the month subsequent to a Members
Normal Retirement Age on which he actually terminates service as a non-employee
Director with the Company.(s)
    
    Trust Fund: All assets of whatsoever kind or nature held from time to
time by the Trustee pursuant to the Trust Agreement and forming a part of this Plan,
without distinction as to income and principal and without regard to source, i.e.
Member contributions or earnings. The Trust Fund shall constitute an unfunded
arrangement and shall not affect the status of the Plan as an unfunded plan for tax
purposes and for purposes of Title I of the Employee Retirement Income Security Act of
1974, as amended.(t)
    
    Trust Agreement: That certain trust agreement established pursuant to
the Plan between the Company and the Trustee or any trust agreement that forms a part
of this Plan, hereafter established, the provisions of which are incorporated herein by
reference.(u)
    
    Trustee: The corporation, individual or individuals appointed by the
Board of Directors to administer the Trust Fund in accordance with the terms of the
Trust Agreement.(v)
    
    Unforeseeable Financial Emergency:
 (1)
    
    With Respect to Grandfathered Benefits: With respect
to Grandfathered Benefits, an Unforeseeable Financial Emergency is an
unexpected need of the Member for cash as a result of a severe financial
hardship, which includes (i) Medical expenses described in Code Section 213(d)
incurred by the Member, the Members spouse, or any dependents of the Member
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(as defined in Code Section 152), or necessary to obtain such medical care,
(ii) purchase of a principal residence for the Member, but excluding
mortgage payments, (iii) Payment of tuition, related educational fees, and
room and board expenses for the next twelve (12) months of post-secondary
education for the Member, the Members spouse, the Members children, or the
Members dependents; or (iv) the need to prevent the (A) eviction of the
Member from his principal residence, or (B) foreclosure on the mortgage of
the Members principal residence.A withdrawal may be treated as necessary to satisfy a severe financial
hardship if the Member represents to the Committee that the need cannot be
relieved through (i) reimbursement or compensation by insurance or
otherwise, (ii) reasonable liquidation of the Members assets, to the extent
such liquidation would not itself cause an immediate and heavy financial
need; (iii) cessation of contributions under this Plan; or (iv) other
distributions or nontaxable (at the time of the loan) loans from plans
maintained by the Company or by any other employer, or by borrowing from
commercial sources on reasonable commercial terms.(2)
    
    With Respect to 409A Benefits: With respect to 409A
Benefits, an Unforeseeable Financial Emergency is a severe financial hardship
to the Member resulting from any of the following:
 (A)
    
    An illness or accident of the Member or the
illness or accident of the Members spouse or dependent (as defined in
Code Section 152(a)) without regard to Code Section 152(b)(1), (b)(2),
and (d)(1)(B);(B)
    
    Loss of the Members property due to casualty;
or(C)
    
    Other similar extraordinary and unforeseeable
circumstance arising as a result of events beyond the Members control.
  (w)
    
    Valuation Dates: Each day of the Plan Year the NASDAQ is open for
business.
 1.2
    
    Number and Gender. Wherever appropriate herein, words used in the singular shall be
considered to include the plural, and words used in the plural shall be considered to include
the singular. The masculine gender, where appearing in the Plan, shall be deemed to include
the feminine gender.1.3
    
    Headings. The headings of Articles and Sections herein are included solely for
convenience, and if there is any conflict between such headings and the text of the Plan, the
text shall control.
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ARTICLE II.  Contributions
 2.1
    
    General. Participation in the Plan shall be made available to all non-employee
directors of the Company.2.2
    
    Deferral(s). For any Plan Year, each Member may elect to defer a portion of his
Annual Compensation in accordance with this Article II. Any such Deferral(s) shall be in
whole percentages of the Members Annual Compensation, as specified in the Members
participation agreement. Contributions of amounts deferred shall be made by the Company
directly to the Trust. Annual Compensation not deferred by a Member pursuant to this Section
shall, for purposes of this Plan, be paid to the Member in such form as is otherwise provided
by the Company.2.3
    
    Deferral Election. A Members election to defer Annual Compensation for any Plan
Year under the Plan must be made by execution of a participation agreement prior to the first
day of the Plan Year. A Member may not change his or her deferral election during the Plan
Year. Any change in a Members deferral election shall be effective for the next Plan Year.2.4
    
    Crediting of Deferral(s). Deferrals made by a Member shall be credited to such
Members Account as soon as administratively feasible following the date such amounts would
have been paid to the Member. All payments from an Account shall be charged against the
Account as soon as administratively feasible.
 ARTICLE III.  Allocations to Member Accounts
 3.1
    
    Individual Accounts. The Committee shall create and maintain adequate records to
disclose the interest hereunder of each Member and Beneficiary. Such records shall be in the
form of an individual Account (including applicable subaccounts) reflecting all credits and
debits made to such Account in the manner herein described. This individual Account shall be
constituted as follows:
 (a)
    
    Deferrals shall be credited to the Members Account.(b)
    
    The Account shall be segregated into subaccounts for Grandfathered Benefits and
409A Benefits and accounted for separately.(c)
    
    The subaccount attributable to Grandfathered Benefits shall be credited with
the Members Account balance as of December 31, 2004.(d)
    
    The subaccount attributable to 409A Benefits shall be credited with all
subsequent amounts credited to the Members Account for Plan Years beginning on and
after January 1, 2005.(e)
    
    For the subaccount holding 409A Benefits, the Committee shall establish a
separate subaccount for each Plan Year beginning on and after January 1, 2005, to
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which shall be credited the total of the Members Deferrals for the applicable Plan Year.
 3.2
    
    Investment of Accounts. The Committee shall credit allocable earnings and losses to
each Members Account according to the hypothetical investments made by a Member pursuant to
the terms of Article IV.3.3
    
    Allocation of Net Income or Loss and Changes in Value.
 (a)
    
    As of each Valuation Date, the Committee shall determine the fair market value
and the net income (or net loss) of each Investment Fund for the period elapsed since
the next preceding Valuation Date. The net income (or net loss) of each Investment
Fund since the next preceding Valuation Date shall be ascertained by the Committee in
such manner as it deems appropriate, which may include expenses, if any, of
administering the Investment Fund, the Trust Fund, and the Plan.(b)
    
    For purposes of crediting allocable net income (or net loss), each Members
Account shall be divided into subaccounts to reflect the hypothetical investment of
such Members Account in a particular Investment Fund or Investment Funds pursuant to
Article IV. As of each Valuation Date, the net income (or net loss) of each Investment
Fund, separately and respectively, shall be allocated among the corresponding
subaccounts of the Members who had such corresponding subaccounts invested in such
Investment Fund since the next preceding Valuation Date, and each such corresponding
subaccount shall be credited with (or debited for) that portion of such net income (or
net loss) that the value of each such corresponding subaccount on such next preceding
Valuation Date was of the value of all such corresponding subaccounts on such date;
provided, however, that the value of such subaccounts as of the next preceding
Valuation Date shall be reduced by the amount of any distributions made therefrom since
the next preceding Valuation Date.(c)
    
    So long as there is a balance credited to any Account, such Account shall
continue to share in earnings (or loss) allocations pursuant to this Section.(d)
    
    All payments from an Account shall be charged against the Account as soon as
administratively feasible.
 ARTICLE IV.  Hypothetical Investment of Accounts
 4.1
    
    Investment of Accounts. The Committee shall from time to time select, add, and/or
delete Investment Funds for purposes of the hypothetical investment of a Members Account. For
purposes of crediting allocable earnings and losses and valuation of
each Members Account, each Members Account shall be
deemed to be invested in the Investment Funds. Each
Member shall direct the hypothetical investment of all or
any portion of their Account in accordance with Section 4.2.
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4.2
    
    Designation of Investment Funds.
 (a)
    
    Each Member, upon becoming a Member of the Plan, shall designate, in accordance
with the procedures established from time to time by the Committee, the manner in which
the amounts credited to his Account shall be deemed to be invested from among the
Investment Funds. Such Member must designate, in such minimum percentages as may be
prescribed by the Committee, that portion of his Account which the Member deems
invested in the Investment Fund. The designation will continue until changed by the
timely submission of a new designation, which change will be effective as soon as
administratively feasible. The Committee shall forward the investment designation to
the Trustee, who shall invest each members Account in accordance with such
designation. If a Member fails to make a proper designation, then his Account shall be
deemed to be invested in the Investment Fund or Investment Funds designated by the
Committee, in its sole and absolute discretion from time to time pursuant to the
provisions of the Trust.(b)
    
    A Member may change his hypothetical investment designation as of any Valuation
Date for future amounts to be credited to the portion of his Account by the timely
submission of a new designation. Any such change shall be made in accordance with the
procedures established by the Committee, and will be effective as soon as
administratively feasible.(c)
    
    In no event may a Member designate the investment of his Account in stock or
other securities of the Company.
 ARTICLE V.  Vested Interest
 5.1
    
    Vesting of Compensation Deferrals Account. A Member shall have a 100% vested interest
in his Account at all times.
 ARTICLE VI.  Unforeseeable Financial Emergency
 6.1
    
    Rules Governing Grandfathered Benefits. Consistent with the Plans prior terms and
operation, in the event that the Committee, upon request of the Member, determines in its sole
discretion that the Member has suffered an Unforeseeable Financial Emergency as such term is
defined with respect to Grandfathered Benefits, the Member shall be entitled
to withdraw from the portion of his Individual Account attributable to Grandfathered
Benefits an amount not to exceed the amount required to meet the Unforeseeable Financial
Emergency that is not reasonably available from other resources of the Member. A withdrawal
may be treated as necessary to satisfy an Unforeseeable Financial Emergency if the Member
represents to the Committee that the need cannot be relieved through any of the following
resources: (i) through reimbursement or compensation by insurance or otherwise; (ii) by
reasonable liquidation of the Members assets, to the extent such liquidation would not
itself cause an immediate and heavy
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financial need; (iii) by cessation of contributions
under the Plan; or (iv) by other distributions or nontaxable (at the time of the loan )
loans from plans maintained by the Company or by any other employer, or by borrowing from
commercial sources on reasonable commercial terms. This distribution shall be paid in a
single lump sum cash payment as soon as administratively practicable after the Committee has
made its determination with respect to the availability and amount of such withdrawal. If
the Members Account is deemed to be invested in more than one Investment Fund, such
withdrawal shall be made pro rata from each Investment Fund in which such Account is deemed
to be invested.6.2
    
    Rules Governing 409A Benefits. In the event that the Committee, upon written
petition of the Member, determines that the Member has suffered an Unforeseeable Financial
Emergency as such term is defined with respect to 409A Benefits, the Member shall be entitled
to withdraw from his Account attributable to 409A Benefits an amount that may not exceed the
amount necessary to satisfy such Emergency, plus amounts necessary to pay taxes reasonably
anticipated as a result of the distribution, after taking into account the extent to which
such hardship is or may be relieved through reimbursement or compensation by insurance, or
otherwise or by liquidation of the Members assets (to the extent the liquidation of such
assets would not itself cause severe financial hardship). If the Members Account is deemed to
be invested in more than one Investment Fund, such withdrawal shall be made pro rata from each
Investment Fund in which such Account is deemed to be invested.
 ARTICLE VII.  Benefit Distributions
 7.1
    
    General Rules.
 (a)
    
    Benefit Amount.A Members Plan benefit shall be made from the Trust
Fund in an amount equal to the entire value of his Account determined as of the
Valuation Date designated by the Committee for the purposes of valuing distributions
coinciding with or next following the Members termination of service as a non-employee
director with the Company.(b)
    
    Triggering Events. A Members benefit shall become payable upon the
earliest to occur of the following events, each of which shall be classified as a
Triggering Event:
 (1)
    
    A Members termination of service as a non-employee director
for any reason;(2)
    
    The death of the Member;(3)
    
    A Change of Control.
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7.2
    
    Rules Governing Form and Timing of Payment of Grandfathered Benefits.
 (a)
    
    Commencement of Payments. The Members Account attributable to
Grandfathered Benefits shall be paid, as soon as administratively practicable following
a Triggering Event. A Members benefit shall be paid to the Member, unless the
Triggering Event is the death of the Member, in which case the Members benefit shall
be paid to the Members Beneficiary pursuant to Section 7.2(e).(b)
    
    Form of Payment. A Members Account attributable to Grandfathered
Benefits shall be paid in cash in one of the following forms:
 (1)
    
    A single lump sum payment; or(2)
    
    Installment payments for a term certain not to exceed ten (10)
years, such method of payment to be elected by the member on his participation
agreement, payable to such Member or, in the event of such Members death prior
to the end of such term certain, to his Beneficiary.
 (c)
    
    Time and Applicability of Election. A Member must elect one of the
forms of payment listed in Subsection (b) above on his participation agreement. Except
as provided in Subsection (d) below, such election shall be irrevocable by the Member,
shall remain in effect for all periods of a Members participation in the Plan and
shall be effective with respect to all Grandfathered Benefits. In the event a Member
fails to timely elect the form in which payment of his Grandfathered Benefits is to be
made, the Member shall be deemed to have elected of a single lump sum cash payment.(d)
    
    Change in the Form of Payment. Solely with respect to his Grandfathered
Benefits, a Member shall be entitled to change his elected form of benefit payment once
every five years. No such change will become effective if it was not made more than
two years prior to the date that benefits commence. If a Triggering Event occurs
during a Plan Year following the Committees receipt of the Members written election
to change the form of distribution, such election shall be deemed to be null and void
and the immediately preceding election on file with the Committee shall continue to
apply to the form of distribution of the Members Grandfathered Benefits.(e)
    
    Death of Member. If a Members benefit becomes payable as a result of
the death of the Member, then the following shall apply
 (1)
    
    If a Member dies prior to the termination of his service as a
non-employee director with the Company, the Members Beneficiary shall be
entitled to the value of the Members Account.(2)
    
    Upon the death of a Member who, at the time of his death, had
previously terminated his service as a non-employee director with the Company,
the Members Beneficiary shall be entitled to receive the entire portion of the
Members Account.
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(3)
    
    If subsequent to the death of a Member, the Members
Beneficiary dies while entitled to receive benefits, the successor Beneficiary
of the Member, if any, shall be entitled to receive benefits of the Member.
However, if no successor Beneficiary was designated or is living, the benefits
shall be paid to the legal representative of the deceased Beneficiarys estate
to be paid according to the deceased Beneficiarys will, or if the deceased
Beneficiary has no will, by the laws of intestacy of the state in which the
deceased Beneficiary resided at the date of the deceased Beneficiarys death.(4)
    
    Any benefit payable under this Section 7.2(e) shall be paid
pursuant to the Members election in his participation agreement, after receipt
by the Trustee from the Committee of notice of the death of the Member.
 (f)
    
    Distribution following Change of Control. Notwithstanding a Members
elections hereunder, if the Section 7.1(b) Triggering Event of the Members
Grandfathered Benefits is a Change of Control, such Grandfathered Benefits shall be
paid to the Member in a single lump sum cash payment as soon as administratively
practicable following the Change of Control.
 7.3
    
    Rules Governing Form and Timing of Payment of 409A Benefits.
 (a)
    
    Commencement of Payments. The portion of a Members Account
attributable to 409A Benefits shall be paid, or payment shall commence, as soon as
administratively practicable following the Triggering Event. The Members Account
attributable to 409A Benefits shall be paid directly to the Member, unless the
Triggering Event is the death of the Member, in which case such amounts shall be paid
to the Members Beneficiary.(b)
    
    Form of Payment. The portion of a Members Individual Account
attributable to 409A Benefits shall be paid to the Member in one of the following
forms:
 (1)
    
    In a single lump sum cash payment; or(2)
    
    In cash payments in monthly, quarterly or annual installments
for a term certain not to exceed ten (10) years payable to such Member or, in
the event of such Members death prior to the end of such term certain, to his
Beneficiary.
 (c)
    
    Time and Applicability of Election. With respect to that portion of a
Members Account attributable to 409A Benefits, a Member must elect one of the forms of
payment listed in Section 7.3(b) above at the time the deferral election that applies
to such 409A Benefits is made. Except as provided in Section 7.3(d) below, such
election (i) shall be effective solely with respect to the amounts deferred pursuant to
the election, (ii) shall be irrevocable by the Member, and (iii) shall remain in effect
for all periods of a Members participation in the Plan. In the event a Member fails
to timely elect the form in which amounts attributable to 409A
 -12-




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Benefits is to be paid, the Member shall be deemed to have elected payment of such amounts in the form of a
single lump sum cash payment.(d)
    
    Change in the Form of Payment. With respect to 409A Benefits, a
modification of a Members previous election related to the form of distribution with
respect to such amounts shall not be effective unless all of the following requirements
are satisfied:
 (A)
    
    The modified election shall not be effective for at least
twelve (12) months following the date on which the modified election is filed
with the Committee.(B)
    
    Except in the case of modified elections relating to
distributions on account of death or Unforeseeable Emergency, the modified
election must provide that payment will not be made or commence for at least
five (5) years from the date payment would otherwise have been made or
commenced.(C)
    
    A modified election relating to a distribution to be made on a
specified future date or under a fixed payment schedule shall be filed at least
twelve (12) months prior to the date of the first otherwise scheduled payment.(D)
    
    A modified election shall not accelerate the time or schedule
of any payment under the Plan, except as may be permitted pursuant to the
applicable Treasury Regulations.
  (e)
    
    Death of Member. If a Member dies prior to the date on which the
payment of 409A Benefits begins or is completed, such benefit, or the remaining unpaid
portion of such benefit, as the case may be, shall be paid to such Members
Beneficiary in a single lump sum cash payment, notwithstanding any other form of
payment elected by such Member.(f)
    
    Distribution following Change of Control. The preceding
notwithstanding, if the Section 7.3(b) Triggering Event of a Members Account
attributable to 409A Benefits is a Change of Control, such benefits shall be paid to
the Member in a single lump sum cash payment as soon as administratively practicable
following the Change of Control. In no event shall a distribution under this Section
7.3(f) be paid outside of the time period permitted under Code Section 409A and the
related Treasury Regulations.
 7.4
    
    Payments Pursuant to a Qualified Domestic Relations Order. To the extent that a
Members benefits are partitioned under a Qualified Domestic Relations Order (QDRO) pursuant
to Section 11.2 hereof, the alternate payees benefits shall be paid
 -13-




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in cash, in a single lump sum, as soon as administratively practicable following the date the QDRO is approved by
the Committee. In the event that an alternate payee dies prior to the date that his
benefits are eligible for distribution hereunder, his benefits shall be paid to the alternate
payees Beneficiary as soon as administratively feasible following his date of death.
Payments made to an alternate payee, or an alternate payees Beneficiary, shall be in the
form of a single lump sum cash payment.7.5
    
    Payer of Benefits. To the extent the Trust Fund has sufficient assets, the Trustee
shall pay benefits to Members or their Beneficiaries. To the extent the Trustee does not or
cannot pay benefits out of the Trust Fund, the benefits shall be paid by the Company. Any
benefit payments made to a Member for his benefit pursuant to any provision of the Plan shall
be debited to such Members Account. All benefit payments shall be made in cash.7.6
    
    Unclaimed Benefits. In the case of a benefit payable to or on behalf of a Member, if
the Committee after a reasonable search is unable to locate the Member or Beneficiary to whom
such benefit is payable, upon the Committees determination thereof, such benefit shall be
forfeited to the Company. The Committee shall adopt procedures concerning the process that
will be followed to locate a Member or Beneficiary under this Section. Notwithstanding the
foregoing, if subsequent to any such forfeiture the Member or Beneficiary to whom such benefit
is payable makes a valid claim for such benefit within a reasonable (as determined by and in
the discretion of the Committee) period of time following the date such benefit became
payable, such forfeited benefit shall be payable pursuant to the Plan provisions.
 ARTICLE VIII.  Transition Rules
 8.1
    
    Deferral Elections for Plan Years 2005 and 2006. After enactment of Code Section
409A and pending the issuance of the Treasury Regulations pursuant to such Code Section,
deferral elections were administered in the following manner:
 (a)
    
    Members were required to make an election to defer Annual Compensation in 2005
before December 31, 2004 in a manner consistent with the Proposed Regulations issued
under Code Section 409A.(b)
    
    Members were required to make an election to defer Annual Compensation in 2006
before December 31, 2005 in a manner consistent with the Proposed Regulations issued
under Code Section 409A.(c)
    
    Members were required to make an election to defer Annual Compensation in 2007
before December 31, 2006 in a manner consistent with the Treasury Regulations issued
under Code Section 409A.(d)
    
    Members were required to make an election to defer Annual Compensation in 2008
before December 31, 2007 in a manner consistent with the Proposed Regulations issued
under Code Section 409A.
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8.2
    
    Distribution Elections.
 (a)
    
    With respect solely to Grandfathered Benefits, Distribution elections
applicable to Grandfathered Benefits have been consistently administered as filed by
the Member. Such elections have been modified only as permitted under the Plans terms
as applicable prior to the adoption of Code Section 409A.(b)
    
    With respect to 409A Benefits. Effective with respect to the Plan
Years beginning on and after January 1, 2005, at the time a Member made an election to
defer an amount attributable to 409A Benefits, the Member was required to make an
election as to the form of distribution of such amount, as provided in Section 7.3(b)
hereof. If no such election was made, the distribution of such amount will be in the
form of a single lump sum cash payment.
 ARTICLE IX.  Administration of Plan
 9.1
    
    Appointment of Committee. The general administration of the Plan shall be vested in
the Committee, which shall be appointed by the Companys Board of Directors and shall consist
of one or more persons. Any individual, whether or not an employee of the Company, is
eligible to become a member of the Committee.9.2
    
    Term, Vacancies, Resignation, and Removal. Each member of the Committee shall serve
until he resigns, dies, or is removed by the Board of Directors. At any time during his term
of office, a member of the Committee may resign by giving written notice to the Board of
Directors and the Committee, such resignation to become effective upon the appointment of a
substitute member or, if earlier, the lapse of thirty (30) days after such notice is given as
herein provided. At any time during his term of office, and for any reason, a member of the
Committee may be removed by the Board of Directors with or without cause, and the Board of
Directors may in their discretion fill any vacancy that may result therefrom.
Any member of the Committee who is an employee of the Company shall automatically cease to
be a member of the Committee as of the date he ceases to be employed by the Company.9.3
    
    Self-Interest of Committee Members. No member of the Committee shall have any right
to vote or decide upon any matter relating solely to himself under the Plan or to vote in any
case in which his individual right to claim any benefit under the Plan is particularly
involved. In any case in which a Committee member is so disqualified to act and the remaining
members cannot agree, the Board of Directors shall appoint a temporary substitute member to
exercise all the powers of the disqualified member concerning the matter in which he is
disqualified.9.4
    
    Committee Powers and Duties. The Committee shall administer and enforce the Plan
according to the terms and provisions hereof and shall have all powers necessary to accomplish
these purposes, including, but not by way of limitation, the complete and absolute discretion
to construe all provisions of the Plan and make all factual determinations and the right,
power, authority, and duty:
 -15-




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(a)
    
    To perform any act which the Plan authorizes expressed by a vote at a meeting
or in a writing signed by a majority of the Committee without a meeting;(b)
    
    To designate, by a writing signed by a majority, any person constituting the
Committee as the person entitled to give notices on behalf of the Committee, and the
Trustee is entitled to rely upon any such writing until amended or superseded by a
subsequent similar writing;(c)
    
    To designate in writing other persons to carry out its responsibilities under
the Plan. The Committee may remove any person designated to carry out its
responsibilities under the plan by notice in writing to that person;(d)
    
    To employ persons to render advice with regard to any of its responsibilities.
Charges for all services rendered shall be directly paid by the Company but until paid
shall constitute a charge against the Trust;(e)
    
    Advise the Trustee with respect to all payments under the terms of the Plan and
shall direct the Trustee in writing to make payments from the Trust Fund;(f)
    
    To construe in its sole discretion all terms, provisions, conditions, and
limitations of the Plan;(g)
    
    To correct any defect or to supply any omission or to reconcile any
inconsistency that may appear in the Plan in such manner and to such extent as it shall
deem in its discretion expedient to effectuate the purposes of the Plan;(h)
    
    Establish rules, not contrary to the provisions of the Plan and the Trust
Agreement, for the administration of the Plan and the transaction of its business.
The Committee shall interpret the Plan in its sole and absolute discretion, and
shall determine all questions arising in the administration, interpretation, and
application of the Plan;(i)
    
    To establish or designate Investment Funds as provided in Article IV; and(j)
    
    To receive and review reports from the Trustee as to the financial condition of
the Trust Fund, including its receipts and disbursements.
   -16-




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9.5
    
    Claims Review.
 (a)
    
    In any case in which a claim for Plan benefits of a Member or Beneficiary is
denied or modified, the Committee shall furnish written notice to the claimant within
ninety (90) days (or within 180 days if additional information requested by the
Committee necessitates an extension of the ninety-day period and, in which case, the
claimant shall be informed of such extension prior to the end of the initial ninety
(90)-day period), which notice shall:
 (1)
    
    State the specific reason or reasons for the denial or
modification;(2)
    
    Provide specific reference to pertinent Plan provisions on
which the denial or modification is based;(3)
    
    Provide a description of any additional material or information
necessary for the Member, his beneficiary, or representative to perfect the
claim and an explanation of why such material or information is necessary; and(4)
    
    Explain the Plans claim review procedure as contained herein.
 (b)
    
    In the event a claim for Plan benefits is denied or modified, if the Member,
his Beneficiary, or a representative of such Member or Beneficiary desires to have such
denial or modification reviewed, he must, within sixty (60) days following receipt of
the notice of such denial or modification, submit a written request for review by the
Committee of its initial decision. In connection with such request, the Member, his
Beneficiary, or the representative of such Member or Beneficiary may review any
pertinent documents upon which such denial or modification was
based and may submit issues and comments in writing. Within sixty (60) days
following such request for review the Committee shall, after providing a full and
fair review, render its final decision in writing to the Member, his Beneficiary, or
the representative of such Member or Beneficiary stating specific reasons for such
decision and making specific references to pertinent Plan provisions upon which the
decision is based. If special circumstances require an extension of such sixty-day
(60) period, the Committees decision shall be rendered as soon as possible, but not
later than one-hundred-twenty (120) days after receipt of the request for review.
If an extension of time for review is required, written notice of the extension
shall be furnished to the Member, Beneficiary, or the representative of such Member
or Beneficiary prior to the commencement of the extension period.(c)
    
    If, upon appeal, the Committee shall grant the relief requested by the
claimant, then, in addition, the Committee shall award to the claimant reasonable fees
and expenses of counsel, or any other duly authorized representative of claimant, which
shall be payable from the Trust Fund.(d)
    
    The Committees notice of denial of benefits shall identify the address to
which the claimant must forward his appeal.
 -17-




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(e)
    
    Compliance with the claims review procedures set forth in this Section shall be
a condition precedent to the filing of a lawsuit by a Member, his Beneficiary, or any
person claiming through a Member or Beneficiary in connection with a Plan benefit, and
a failure to timely exhaust the administrative remedies set forth herein shall bar any
such proceeding in federal or state court.
 9.6
    
    Company to Supply Information. The Company shall supply full and timely information
to the Committee, including, but not limited to, information relating to each Members Annual
Compensation, age, retirement, death, or other cause of termination from service as a
non-employee director and such other pertinent facts as the Committee may require. When
making a determination in connection with the Plan, the Committee shall be entitled to rely
upon the aforesaid information furnished by the Company.9.7
    
    Indemnity. To the extent permitted by applicable law, the Company shall indemnify
and hold harmless each member of the Committee and other employees of the Company to whom Plan
administrative functions have been delegated by the Committee against any and all expenses and
liabilities arising out of such individuals administrative functions or fiduciary
responsibilities under or incident to the Plan, including any expenses and liabilities that
are caused by or result from an act or omission constituting the negligence of such individual
in the performance of such functions or responsibilities, but excluding expenses and
liabilities that are caused by or result from such individuals own gross negligence or
willful misconduct. Expenses against which such individual shall be indemnified hereunder
shall include, without limitation, the amounts of any settlement or judgment, costs, counsel
fees, and related charges reasonably incurred in connection with a claim asserted or a
proceeding brought or settlement thereof.
 ARTICLE X.  Purpose and Unfunded Nature of the Plan
 10.1
    
    Purpose of Plan. The Company, as Plan sponsor, intends and desires by the adoption
and maintenance of the Plan to recognize the value to the Company of its non-employee
directors by making more adequate provision for their future retirement security.10.2
    
    Unfunded Nature of Plan. The Plan is intended to constitute an unfunded, unsecured
plan of deferred compensation for all non-employee directors of the Company. Further, it is
the intention of the Company, as Plan sponsor, that the Plan be unfunded for purposes of the
Code and Title I of ERISA. The Plan constitutes a mere promise by the Company to make benefit
payments in the future. Plan benefits herein provided are to be paid out of an Employers
general assets, and Members shall have the status of general unsecured creditors of an
Employer.
 -18-




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10.3
    
    Funding of Obligation.
 (a)
    
    All benefits under the Plan shall be the unsecured obligations of the Company,
and, except for those assets which will be placed in the Trust Fund established in
connection with this Plan, no assets will be placed in the Trust Fund or otherwise
segregated from the general assets of the Company, for the payment of obligations
hereunder. Legal and equitable title to any funds so set aside shall remain with the
Company. To the extent that any person acquires a right to receive payments hereunder,
such right shall be no greater than the right of any unsecured general creditor of the
Company.(b)
    
    The Company, in its capacity as Plan sponsor and in its sole discretion, may
establish the Trust and enter into the Trust Agreement. Any such Trust, and any assets
held by such Trust, to assist the Company in meeting their obligations under the Plan
shall be a rabbi trust. The Employers may transfer money or other property to the
Trustee, and the Trustee shall pay Plan benefits to Members and their beneficiaries out
of the Trust Fund unless otherwise paid by the Company. In such event, the Company
shall remain the owner of all assets in the Trust Fund, and the assets held in the
Trust Fund shall be subject to the claims of Company creditors if the Company becomes
insolvent as described in Subsection (c) below. No Member or Beneficiary shall have
any preferred claim to, or any beneficial ownership interest in, any assets of the
Trust Fund.(c)
    
    The Company shall be considered insolvent if (i) the Company is unable to pay
its debts as they become due or (ii) the Company is subject to a pending proceeding as
a debtor under the United Sates Bankruptcy Code (or any successor federal statute).(d)
    
    The chief executive officer of the Company and the Board of Directors shall
each have the duty to inform the Trustee in writing if the Company becomes insolvent.
Such notice given under the preceding sentence by any one party shall satisfy each
partys duty to give notice. When so informed, the Trustee shall suspend payments
to the Member and Beneficiaries and hold the assets for the benefit of the Companys
general creditors. If the Trustee receives a written allegation that the Company is
insolvent, the Trustee shall suspend payments to the Members and beneficiaries and
hold the Trust Fund for the benefit of the Companys general creditors and shall
determine within the period specified in the Trust Agreement, or, in the absence of
a specified period, within a reasonable period of time, whether the Company is
insolvent. If the Trustee determines that the Company is not insolvent, the Trustee
shall resume payments to the Members and beneficiaries. In the case of insolvency
of the Company, only the assets contributed to the Trust Fund, if any, by the
Company, whichever is insolvent, shall be subject to the claims of such insolvent
entity.(e)
    
    All expenses incident to the administration of the Plan and Trust Fund,
including but not limited to, legal, accounting, Trustee fees, and expenses of the
Committee,
 -19-




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may be paid by the Company and, if not so paid, shall be paid by the Trustee
from the Trust Fund, if any.(f)
    
    All income, profits, recoveries, contributions, forfeitures and any and all
moneys, securities, and properties of any kind at any time received or held by the
Trustee, if any, shall be held for investment purposes as a commingled Trust Fund
pursuant to the terms of the Trust Agreement. The Committee shall maintain Accounts in
the name of each Member, but the maintenance of Accounts designated as Accounts of a
Member shall not mean that such Member shall have a greater or lesser interest than
that due him under the terms of the Plan and shall not be considered as segregating any
funds or property from any other funds or property contained in the commingled fund.
 ARTICLE XI.  Miscellaneous
 11.1
    
    Limitation of Rights. The adoption and maintenance of the Plan shall not be deemed
to give any person any right except to the extent that the right is specifically provided
under the terms of the Plan. The establishment of the Plan shall not be deemed to give any
individual a right to the continued service of the Company as a non-employee director or as to
interfering with the right of the Company to terminate the service of any individual as a
non-employee director at any time.11.2
    
    Alienation of Interest Forbidden. The interest of a Member or his Beneficiary or
Beneficiaries hereunder may not be sold, transferred, assigned, or encumbered in any manner,
either voluntarily or involuntarily, and any attempt to so anticipate, alienate, sell,
transfer, assign, pledge, encumber, or charge the same shall be null and void, nor shall the
benefits hereunder be liable for or subject to the debts, contracts, liabilities, engagements,
or torts of any person to whom such benefits or funds are payable, nor shall they be an asset
in bankruptcy or subject to garnishment, attachment, or other legal or equitable proceedings. The preceding
notwithstanding, the Committee shall comply with the terms and provisions of a QDRO as
defined in ERISA Section 206(d).11.3
    
    Minor or Legally Incompetent Distributee. Whenever any benefit which shall be
payable under the Plan is to be paid to or for the benefit of any person who is then a minor
or determined by the Committee to be incompetent by qualified medical advice, the Committee
need not require the appointment of a guardian or custodian, but shall be authorized to cause
the same to be paid over to the person having custody of the minor or incompetent, or to cause
the same to be paid to the minor or incompetent without the intervention of a guardian or
custodian, or to cause the same to be paid to a legal guardian or custodian of the minor or
incompetent if one has been appointed or to cause the same to be used for the benefit of the
minor or incompetent.11.4
    
    Withholding. All Deferrals, and benefit payments provided for hereunder, shall be
subject to applicable withholding and other deductions as shall be required of the Company
under any applicable local, state, or federal law as such laws are interpreted by the Company.
 -20-




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11.5
    
    Amendment and Termination.
 (a)
    
    Amendment and Termination with Respect to Grandfathered Benefits. This
paragraph applies solely with respect to Grandfathered Benefits. The Board of Directors
have the absolute and unconditional right to terminate or amend, in whole or in part,
any or all of the provisions of the Plan that affects Grandfathered Benefits at any
time and may from time to time, in their discretion; provided, however, that any
amendments to the Plan that do not increase the duties or liabilities of the Trustee
without its written consent; and provided, further, that no amendments, whether or not
retroactive, change or deprive Members or Beneficiaries of rights already accrued under
the Plan without their consent. In the event that the Plan is so terminated,
notwithstanding any other form of benefit elected by the Member, the balance of each
Members Grandfathered Benefits shall be paid to such Member or his Beneficiary in the
manner selected by the Committee in its discretion (notwithstanding any other form of
benefit elected by such Member), which may include the payment of a single lump sum
cash payment, in full satisfaction of all of such Members or Beneficiarys
Grandfathered Benefits hereunder. In the event that the Company shall change its name,
the Plan shall be deemed to be amended to reflect the name change without further
action of the Company, and the language of the Plan shall be changed accordingly.(b)
    
    Amendment and Termination with Respect to 409A Benefits. The Company
may amend or terminate the portion of the Plan that is subject to Code Section 409A
upon occurrence of any one of the following events:
 (1)
    
    Within twelve (12) months of the Companys dissolution, taxed
under Code Section 331 or with the approval of a bankruptcy court pursuant to
11 U.S.C. Section 503(b)(1)(A), provided that the amounts deferred under the
Plan are included in the Members gross income in the latest of:
 (A)
    
    The calendar year in which Plan termination
occurs;(B)
    
    The calendar year in which such amounts are no
longer subject to a substantial risk of forfeiture; or(C)
    
    The first calendar year in which payment of
such amounts is administratively practicable.
 (2)
    
    Within the thirty (30) days preceding or the twelve (12) months
following a Change of Control, provided all substantially similar arrangements
(within the meaning of Code Section 409A and related guidance issued
thereunder) sponsored by the Company are also terminated, so that the Member
and all Members under substantially similar arrangements are required to
receive all amounts of compensation deferred under the terminated arrangements
within twelve (12) months of the date of termination of the arrangements.
 -21-




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(3)
    
    At the discretion of the Company, provided that all of the
following requirements are satisfied:
 (A)
    
    All arrangements sponsored by the Company that
would be aggregated with any terminated arrangement under Treasury
Regulation Section 1.409A-1(c), if the same Member participated in all
of the arrangements, are terminated;(B)
    
    No payments other than payments that would be
payable under the terms of the arrangements if the termination had not
occurred are made within twelve (12) months of the termination of the
arrangements;(C)
    
    All payments are made within twenty-four (24)
months of the termination of the arrangements; and(D)
    
    The Company does not adopt a new arrangement
that would be aggregated with any terminated arrangement under Treasury
Regulation Section 1.409A-1(c), if the same Member participated in both
arrangements, at any time within three (3) years following the date of
termination of the arrangement.
 (4)
    
    Such other events and conditions as the Commissioner of
Internal Revenue may prescribe in generally applicable guidance published in
the Internal Revenue Bulletin.
 11.6
    
    Severability. If any provision of the Plan shall be held illegal or invalid for any
reason, said illegality or invalidity shall not affect the remaining provisions hereof;
instead, each provision shall be fully severable, and the Plan shall be construed and enforced
as if said illegal or invalid provision had never been included herein.11.7
    
    Governing Laws. All provisions of the Plan shall be construed in accordance with the
laws of the State of Texas except to the extent preempted by federal law.
 10th
 DELL INC.By:
    /s/ Kathleen O. AngelName:
    Kathleen O. AngelTitle:
    Director, Global Benefits -22-