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                                                                   Exhibit 10.10

                              GATEWAY 2000, INC.
                          DEFERRED COMPENSATION PLAN


1.  Purpose
 
  The name of this Plan is the Gateway 2000, Inc. Deferred Compensation Plan
  (the "PLan"). Its purpose is to provide certain key employees of Gateway 2000,
  Inc. and its subsidiaries (the "Company") the opportunity to defer any future
  payments under the Management Incentive Plan and/or base salary otherwise
  payable to them.

2.  Effective Date and Duration
 
  The Plan, upon adoption by the Compensation Committee of the Board of
  Directors (the "Committee") will be effective March 25, 1996. The Plan will
  remain in effect until it is terminated by the Committee.

3.  Eligibility

  Eligibility to participate in the Plan shall extend to employees who have been
  designated as eligible for awards under the Management Incentive Plan. A
  "Participant" in the Plan means an eligible employee who has elected to defer
  receipt or payment of all or a portion of base salary and/or awards under the
  Management Incentive Plan under the terms of the Plan.

4.  Deferral Elections

  This deferral is effected by executing a Deferred Compensation Agreement
  ("Agreement"). The form of the Agreement will be established by the Committee.
  Each participant electing to participate will complete an Agreement and return
  it to the Company's Sr. Vice President, Human Resources prior to the
  applicable date specified below. An election to defer, filed in accordance
  with this section, is binding and irrevocable except as specified below. New
  elections must be made each year. Election may be made as follows:

    a)  Base Salary--Prior to the beginning of each calendar year, a Participant
        may elect to defer payment of 10 percent or more of their salary to be
        paid for that year or any portion of that year to a date or dates
        specified by the Participant in the Agreement, provided that the
        deferral period is not less than 24 months.

    b)  Prior to the beginning of the Management Incentive Plan fiscal year a
        Participant may elect to defer 25% or more in equal 5% increments up to
        and including 100% of the amount to be paid to the individual pursuant
        to such Plan for such year to a date or dates specified by the
        Participant in the Agreement, provided that the payment(s) does not
        commence during the tax year in which it is earned.


5.  Modifying a Deferral Election

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  A Participant may modify their deferral election for base salary with respect
  to the following calendar year and for an Award under the Management Incentive
  Plan with respect to the following fiscal year. This is done by notifying the
  Company's Sr. Vice President, Human Resources in writing prior to the
  beginning of the calendar or fiscal year in which the Participant wishes to
  make a change. No change may be made to an election which has been filed for a
  calendar year or fiscal year once that calendar year or fiscal year has begun.

6.  Deferred Compensation Accounts
 
  The Company will establish and maintain a separate deferred compensation
  account ("Account") for each Participant. On the first business day of each
  calendar year and on the date of final payment from the Account, the Company
  will credit the Account with interest on the outstanding account balance
  (principal and interest to date). The annual rate of interest will be
  established by the Committee prior to the election period.

7.  Payment of Deferred Compensation

  A Participant may elect to receive the payment(s) of deferred compensation
  only in cash in annual installments as elected on the Deferred Compensation
  Agreement or in a lump sum.

8.  Termination of Employment

    a)  Retirement -- In the event that Participant retires before all deferred
        compensation is paid from the Account, the Account balance shall
        continue to be maintained by the Company for the benefit of the
        Participant and paid in accordance with the Agreement.

    b)  Other Termination -- In the event a Participant dies or leaves the
        Company for any other reason, the full Account balance will be paid
        within 90 days of the date of death or termination. In the event of
        death, payment will be to the designated beneficiary (or beneficiaries)
        or the Participant's estate. In the event of termination due to total
        disability, payment will be made to the Participant or the
        Participant's legal representative. Interest shall be credited through
        the date of termination at the rate applicable at that time. Total
        disability is defined as any condition that would qualify a participant
        to receive benefits from the Company's Long Term Disability Plan.

9.  Benefit Plans
 
  The amount of a Participant's base salary and/or award under the Management
  Incentive Plan which is deferred under the Plan shall be deemed to be
  compensation for purposes of calculating benefits under any other plan(s) of
  the Company, such compensation prior to deferral is deemed eligible in such
  other plan(s).

10.  Financial Hardship
 
  Notwithstanding the time and frequency of the date of payment of deferred
  compensation designated in the Agreement or in paragraph 6 thereof, the

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  Committee may authorize, upon written application by the Participant, the
  acceleration of deferred payments (including a lump sum payment), provided
  that the requesting party can substantiate to the reasonable satisfaction of
  the Committee that the adherence to the Agreement would result in severe
  financial hardship to the Participant. A bonafide financial hardship must be
  the result of an unanticipated event. This accelerated payment shall not   
  exceed the amount required to meet the financial need of the Participant.

11.  Early Withdrawal Penalty

  Notwithstanding the provisions of paragraph 10 and subject to a penalty equal
  to 10 percent of the amount withdrawn, a Participant may request the early
  distribution of all or any portion of the Account balance (amounts less than
  $5,000 will be paid out in full) at any time in the sole discretion of the
  Committee. This request must be made in writing to the Committee. The amount
  requested, less the 10 percent penalty and applicable tax withholding, will be
  distributed to the Participant within 30 days of Committee approval. Interest
  will be credited through the date the payment is made.

12.  Participant's Rights

  Establishment of or participation in the Plan in no way constitutes a contract
  or agreement of continued employment of the Participant by the Company for any
  fixed period of time or the right to receive any benefits not specifically
  provided in the Plan. All Deferred Compensation shall remain the sole property
  of the Company, subject to the claims of its general creditors and available
  for its use for whatever purposes are desired. With respect to amounts
  deferred or otherwise held for the account of a Participant, the Participant
  is a general creditor of the Company. The obligation of the Company thereunder
  is purely contractual and shall not be funded or secured in any way. The
  Company shall not segregate assets, create any security interest or encumber
  its assets in order to provide for the payment(s) of the balance(s).
  Notwithstanding the preceding sentence, the Company may in its sole discretion
  establish an irrevocable grantor trust, the assets of which shall not be
  subject to the claims of the Company's creditors in the event of the
  Company's bankruptcy or insolvency. If such a trust is established, benefits
  payable under the Plan shall be paid from this trust to the extent not
  otherwise paid from the Company's general assets.

13.  Non-alienability and Non-transferability

  The rights of a Participant to the payment of deferred compensation as
  provided in the Plan shall not be assigned, transferred, pledged or encumbered
  or be the subject in any manner to alienation or anticipation. No Participant
  may borrow against the deferred Account.

14.  Administration

  The Compensation Committee of the Board of Directors is responsible for the
  Plan administration and is authorized to interpret the terms and provisions of
  the Plan and to adopt such rules and regulations for the administration of the
  Plan as it deems advisable. It may delegate routine administrative matters as
  appropriate. The decisions of the Committee are binding on all parties.

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15.  General Provisions

  Except to the extent superseded by federal law, the laws of the State of South
  Dakota will be controlling in all matters relating to the Plan. To the extent
  required by the laws in effect at the time the compensation is earned or
  deferred compensation payments are made, the Company shall withhold from
  current compensation, or the deferred compensation payments, any taxes
  required to be withheld for federal, state or local government purposes.

16.  Amendment and Termination

  The Committee may, at any time or from time to time, amend, modify, or
  terminate the Plan, and pay Participants the balance in their Accounts in the
  event changes in regulations or control of the Company (as defined by the
  Committee) make continued deferrals undesirable. However, no amendment,
  modification or termination of the Plan will, without the consent of a
  Participant, adversely affect the Participant's rights with respect to
  amounts then accrued in the Account.

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