exv4w4






Exhibit 4.4




     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



     TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF
THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.



(FACE OF NOTE)




DELL INC.



5.40% Note due 2040



			
	 	 	 
	No.
	 	$






CUSIP NO: 24702RAM3




     DELL INC., a corporation duly organized and existing under the laws of the State of Delaware
(herein called the “Company,” which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered
assigns, the principal sum of $                 on September 10, 2040 and to pay interest thereon from September
10, 2010 or from the most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on March 10 and September 10 in each year, commencing March 10, 2011 at
the rate of 5.40% per annum, until the principal hereof is paid or made available for payment. The
interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will,
as provided in the Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular Record Date for such
interest, which shall be the February 25 or August 26 (whether or not a Business Day), as the case
may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of



 









 




business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10
days prior to such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange, all as more fully
provided in the Indenture.




     Payment of principal of (and premium, if any) and any such interest on this Security will be
made at the office or agency of the Trustee maintained for that purpose in 101 Barclay Street 7
East, New York, NY, 10286, in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private debts. In the event the Global
Security representing the Securities becomes exchangeable for definitive Securities pursuant to the
terms of the Indenture, at the option of the Company payment of interest may be made by check
mailed to the address of the Person entitled thereto as such address shall appear in the Security
Register.



     So long as all of the Securities of this series are represented by Global Securities, the
principal of, premium, if any, and interest, if any, on this Global Security shall be paid in same
day funds to the Depositary, or to such name or entity as is requested by an authorized
representative of the Depositary. If at any time the Securities of this series are no longer
represented by the Global Securities and are issued in definitive form (“Certificated Securities”),
then the principal of, premium, if any, and interest, if any, on each Certificated Security at
Maturity shall be paid in same day funds to the Holder upon surrender of such Certificated Security
at the Corporate Trust Office of the Trustee, or at such other place or places as may be designated
in or pursuant to the Indenture, provided that such Certificated Security is surrendered to the
Trustee, acting as Paying Agent, in time for the Paying Agent to make such payments in such funds
in accordance with its normal procedures. Payments of interest with respect to Certificated
Securities other than at Maturity may, at the option of the Company, be made by check mailed to the
address of the Person entitled thereto as it appears on the Security Register on the relevant
Regular or Special Record Date or by wire transfer in same day funds to such account as may have
been appropriately designated to the Paying Agent by such Person in writing not later than such
relevant Regular or Special Record Date.



     Reference is hereby made to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.



     Unless the certificate of authentication hereof has been executed by the Trustee referred to
on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.



 









 





     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its
corporate seal.


Dated:                     ,




	 	 	 	 	 	 	 	 	 

	DELL INC.	 	DELL INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	By:
	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	Name:
	 	 	 	Name:	 	 
	 

	 	Title:
	 	 	 	Title:	 	 







	 	 	 	 	 
	 	 	 
	Attest:  	
 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 



 









 






	 	 	 	 	 




     This is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.



	 	 	 	 	 
	 	Dated:                     ,





THE BANK OF NEW YORK

MELLON TRUST COMPANY,

N.A., as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 



 









 






	 	 	 	 	 



(REVERSE OF NOTE)





     This Security is one of a duly authorized issue of securities of the Company (herein called
the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of
April 6, 2009 (herein called the “Base Indenture”), between the Company and The Bank of New York
Mellon Trust Company, N.A., as Trustee (herein called the “Trustee,” which term includes any
successor trustee under the Indenture), as supplemented by the Third Supplemental Indenture dated
September 10, 2010 between the Company and the Trustee (the “Supplemental Indenture” and, together
with the Base Indenture, the “Indenture”), to which Indenture and all other indentures supplemental
thereto reference is hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and
of the terms upon which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof, limited in aggregate amount to
$300,000,000.



     Except as set forth below, the Company shall not be entitled to redeem the Securities.



     The Securities shall be redeemable, at any time in whole or from time to time in part,  at the Company’s
option, at a Redemption Price at any time equal to the greater of:



          (i) 100% of the principal amount of the Security to be redeemed; and




          (ii) the sum of the present values of the remaining scheduled payments of principal and
interest on the Security to be redeemed from the Redemption Date to the Stated Maturity of the
Security to be redeemed (exclusive of any interest accrued to the Redemption Date), discounted to
the Redemption Date on a semi-annual basis assuming a 360-day year consisting of twelve 30-day
months, at the Treasury Rate plus 30 basis points;



plus, in each case, any interest accrued but not paid on the Security to be redeemed to the
Redemption Date. Notwithstanding the foregoing, installments of interest on the Securities that are
due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable
on the Interest Payment Date to the registered holders as of the close of business on the relevant
Regular Record Date.




     In the event of redemption of this Security in part only, a new Security or Securities of this
series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder
hereof upon the cancellation hereof.



     If an Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due and payable in the
manner and with the effect provided in the Indenture.



     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any time by the
Company and the Trustee with the consent of the Holders of a majority in principal amount of the
Securities at the time Outstanding of each series to be affected. The Indenture also contains



 









 







provisions permitting the Holders of specified percentages in principal amount of the Securities of
each series at the time Outstanding, on behalf of the Holders of Securities of such series, to
waive compliance by the Company with certain provisions of the Indenture and certain defaults under
the Indenture and their consequences. Any such consent or waiver by the Holder of this Security
shall be conclusive and binding upon such Holder and upon all future Holders of this Security and
of any Security issued upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not notation of such consent or waiver is made upon this Security.



     Each of the defeasance and covenant defeasance provisions of ARTICLE THIRTEEN of the Indenture
shall apply to this Security.



     No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of and any premium and interest on this Security at the times, place and rate, and in
the coin or currency, herein prescribed.



     As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Security is registrable in the Security Register, upon surrender of this Security
for registration of transfer at the office or agency of the Company in any place where the
principal of and any premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar, duly executed by the Holder hereof or his attorney duly authorized in writing,
and thereupon one or more new Securities of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.



     The Securities of this series are issuable only in registered form without coupons in
denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Securities of this series are
exchangeable for a like aggregate principal amount of Securities of this series of a different
authorized denomination, as requested by the Holder surrendering the same.



     No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.



     Prior to due presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in whose name this
Security is registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.



     This Security shall for all purposes be governed by and construed in accordance with the laws
of the State of New York.



     The terms used in this Security that are defined in the Indenture shall have the meanings
assigned to them in the Indenture.