Exhibit 4.1


                        EMC CORPORATION

        EXECUTIVE DEFERRED COMPENSATION RETIREMENT PLAN

               (Adopted Effective January 1, 2001)


                         EMC CORPORATION
         EXECUTIVE DEFERRED COMPENSATION RETIREMENT PLAN
               (Adopted Effective January 1, 2001)


Article 1.     INTRODUCTION

     1.1.      Adoption of Plan.   The EMC Corporation Executive
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Deferred Compensation Retirement Plan has been adopted effective
as of January 1, 2001.

     1.2.      Purpose of Plan.  The Company (as defined below)
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has adopted the Plan (as defined below) to provide a competitive
level of retirement benefits to certain designated employees of
the Company or any of its Subsidiaries by allowing them to defer
receipt of designated percentages of their Compensation (as
defined below) and to provide, in the sole discretion of the
Company, Company Credits (as defined below).

     1.3.      Status of Plan.  The Plan is intended to be "a
               ---------------
plan which is unfunded and is maintained by an employer primarily
for the purpose of providing deferred compensation for a select
group of management or highly compensated employees" within the
meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA (as
defined below), and shall be interpreted and administered to the
fullest extent possible in a manner consistent with that intent.

Article 2.     DEFINITIONS

     Wherever used herein, the following terms shall have the
meanings set forth below, unless a different meaning is clearly
required by the context:

     2.1. "Account" means, for each Participant, the account
established for his or her benefit under Section 5.1.

     2.2. "Administrator" means initially the Executive
Compensation and Stock Option Committee of the Board (as defined
below) as it may be constituted from time to time, or otherwise
means a committee comprised of such members of the Board or
executive officers of the Company as may be appointed by the
Board or the Company's President or Chief Executive Officer from
time to time.

     2.3. "Board" means the Board of Directors of the Company, as
it may be constituted from time to time.

     2.4. "Change of Control" means the determination by the
Administrator, in its sole discretion, that any of the following
shall have occurred: (a) a reorganization, consolidation or
merger of the Company in which the Company is not the continuing
or surviving corporation or pursuant to which the Company's
common stock, par value $.01 per share (the "Common Stock") is
converted into cash, securities or other property, in either case
other than a reorganization, consolidation or merger of the
Company in which the holders of Common Stock immediately prior to
the reorganization, consolidation or merger hold, directly or
indirectly, at least a majority of the voting stock of the
continuing or surviving corporation immediately after such
reorganization, consolidation or merger; or (b) the sale, lease,
exchange or other transfer (in one transaction or a series of
related transactions) of all, or substantially all, of the assets
of the Company.

     2.5. "Code" means the Internal Revenue Code of 1986, as
amended from time to time.  Reference to any section or
subsection of the Code includes reference to any comparable or
succeeding provisions of any legislation which amends,
supplements or replaces such section or subsection.

     2.6. "Company" means EMC Corporation, a corporation
formed under the laws of The Commonwealth of Massachusetts.

     2.7. "Company Credit" means any credit from the Company
which is received by a Participant under Section 4.2.

     2.8. "Company Credit Subaccount" means the subaccount
within the Participant's Account to which Company Credits and
allocable earnings credits, if any, are credited.

     2.9  "Company Credit Eligible Employee" means an employee of
the Company or any of its Subsidiaries selected by the
Administrator as eligible for Company Credits under Section 4.2
from among the group of highly compensated or managerial
employees of the Company or any of its Subsidiaries.

     2.10. "Compensation" means any cash bonuses payable from
time to time by the Company or any of its Subsidiaries to a
Participant; provided, however, that the Administrator may, in
its sole discretion, amend this Section 2.10 to cover other types
of compensation payable from time to time by the Company or any
of its Subsidiaries to a Participant, including, without
limitation, cash commissions and salary.

     2.11. "Elective Deferral" means the portion of
Compensation which is deferred by a Participant under Section
4.1.

     2.12. "Elective Deferral Subaccount" means the
subaccount within the Participant's Account to which Elective
Deferrals and allocable earnings credits are credited.

     2.13. "Elective Deferral Eligible Employee" means an
employee of the Company or any of its Subsidiaries selected by
the Administrator as eligible for Elective Deferrals under
Section 4.1 from among the group of highly compensated or
managerial employees of the Company or any of its Subsidiaries.

     2.14. "Eligible Employee" means an employee of the
Company or any of its Subsidiaries who is a Company Credit
Eligible Employee, an Elective Deferral Eligible Employee, or
both.

     2.15. "ERISA" means the Employee Retirement Income
Security Act of 1974, as amended from time to time.  Reference to
any section or subsection of ERISA includes reference to any
comparable or succeeding provisions of any legislation which
amends, supplements or replaces such section or subsection.

     2.16. "Participant" means any individual who
participates in the Plan in accordance with Article 3.

     2.17. "Plan" means the EMC Corporation Executive
Deferred Compensation Retirement Plan as set forth herein and all
subsequent amendments hereto.

     2.18. "Plan Year" means in the case of the first Plan
Year, the period beginning January 1, 2001 and ending on December
31, 2001, and thereafter, the 12-month period ending each
December 31.

     2.19. "Retirement" means the voluntary retirement by a
Participant from service with the Company (a) after such
Participant has attained 55 years of age and five years of
service with the Company or (b) after such Participant has
attained twenty years of service with the Company or any of its
Subsidiaries; provided, in each such case, that such Participant
complies with the terms set forth in the Company's form of Key
Employee Agreement (which agreement (i) shall be deemed to apply
to such Participant whether or not such Participant is a party to
a Key Employee Agreement and (ii) is expressly incorporated by
reference herein and made a part of the Plan).

     2.20. "Subsidiary" or "Subsidiaries" means a corporation
or corporations in which the Company owns, directly or
indirectly, stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock.

Article 3.     PARTICIPATION

     3.1.      Commencement of Participation.  Any individual who
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is an Eligible Employee and who has elected to defer part of his
or her Compensation for the Plan Year in accordance with Section
4.1, or who has been selected by the Company in its sole
discretion to receive a Company Credit in accordance with Section
4.2, shall become a Participant on the date such election or
credit is made.

     3.2.      Continued Participation.  Subject to Section 3.3,
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an individual who has become a Participant in the Plan shall
continue to be a Participant so long as any amount remains
credited to his or her Account.

     3.3.      Termination of Participation.  The Administrator
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may terminate a Participant's participation in the Plan
prospectively or retroactively for any reason, including but not
limited to the Administrator's determination that such
termination is necessary in order to maintain the Plan as a "plan
which is unfunded and is maintained by an employer primarily for
the purpose of providing deferred compensation for a select group
of management or highly compensated employees" within the meaning
of sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.  Upon
termination of a Participant's participation in the Plan, amounts
credited to a Participant's Account, if any, shall be paid to a
Participant in a single lump sum cash payment.

Article 4.     DEFERRALS AND CREDITS

     4.1.      Elective Deferrals.
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          (a)       In general.  An Elective Deferral Eligible
     Employee may elect to defer a designated portion of his or
     her Compensation to be earned or payable during a Plan Year, by
     filing a written election with the Administrator prior to the
     first day of the Plan Year in which such Compensation is to be
     earned or by such other date as may be determined by the
     Administrator in its sole discretion.  An individual who
     first becomes an Elective Deferral Eligible Employee on or
     after the first day of any Plan Year may elect to defer a
     designated portion of his or her Compensation to be earned
     during the Plan Year by filing a written election with the
     Administrator by such date as may be determined by the
     Administrator in its sole discretion.

          (b)       Nature of Election.  Each election under this
     Section 4.1 for a Plan Year (or the balance of a Plan Year)
     shall be made on a form prescribed or approved by the
     Administrator, shall be irrevocable by the Participant for
     the applicable Plan Year, and shall apply only to
     Compensation earned after the date the election form is
     completed and filed with the Administrator.  The election
     form shall specify the whole percentage or flat dollar
     amount that is to be deferred for the applicable Plan Year.
     In accordance with Article 6, each Participant shall
     indicate on the election form when the amount that is to be
     deferred for the applicable Plan Year is to be paid (e.g.,
     upon Retirement, upon a fixed distribution date pursuant to
     Section 6.6, or upon a Change of Control) and the method of
     payment (e.g., in a single lump sum payment or in a number
     of annual installments).  The deferred amounts shall be
     credited to the Participant's Elective Deferral Subaccount
     as of the date such Compensation would otherwise have been
     paid to the Participant.

     4.2. Company Credits.  Notwithstanding any other provisions
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of the Plan, the Company shall not be obligated to credit a
Company Credit to the Company Credit Subaccount of a Company
Credit Eligible Employee.  The Company may determine from time to
time, in its sole discretion, to credit a Company Credit, in an
amount the Company may determine in its sole discretion, to the
Company Credit Subaccount of a Company Credit Eligible Employee.

Article 5.     ACCOUNTS; INTEREST

     5.1.      Accounts.  The Administrator shall establish an
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Account for each Participant consisting of an Elective Deferral
Subaccount and Company Credit Subaccount, reflecting Elective
Deferrals and Company Credits, respectively, and any adjustments
hereunder.  As soon as reasonably practical after the end of each
Plan Year, the Administrator shall provide the Participant with a
statement of his or her Account.

     5.2.      Earnings Measurement.  The Administrator shall
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identify one or more funds (such as mutual funds or bank
collective funds) from time to time for the purpose of measuring
earnings credits to Participants' Accounts.  Each Participant may
specify which one or more of such funds he or she wishes to be
used as a measuring vehicle for designated percentages of his or
her Account, in such form and manner, and with such notice, as
the Administrator may prescribe, provided that such directions
may be given on a prospective basis only.  Changes in Participant
directions hereunder may be made by a Participant no more than
once every thirty (30) days or at such other times or as
frequently as the Administrator may prescribe.  Each
Participant's Account shall be adjusted from time to time (at
least quarterly) to reflect the fair market value that would be
ascribed to the Account if the amounts credited to the Account
were actually invested in the funds as directed by the
Participant.  For purposes of Company Credits, earnings credits
(if any) shall begin to accrue as of the actual date of
contribution and investment by the Company of such funds into a
grantor trust pursuant to Section 9.1.

     5.3.      Payments.  Each Participant's Account shall be
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reduced by the amount of any payment made to or on behalf of the
Participant under Article 6 as of the date such payment is made.

     5.4.      Vesting.  A Participant will at all times be 100%
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vested in his or her Elective Deferral Subaccount.  A Participant
will earn an interest to be vested in his or her Company Credit
Subaccount according to any vesting schedule(s) adopted by the
Company in its sole discretion; provided, however, that in the
event (a) that a Participant becomes totally and permanently
disabled as determined in the sole discretion of the Company or
(b) of a Change of Control a Participant will become 100% vested
in his or her Company Credit Subaccount.

     5.5       Detrimental Activity.  Notwithstanding any other
               --------------------
provisions of the Plan, in the event that a Participant engages
in "Detrimental Activity" (as defined below) at any time, the
Administrator may in its sole discretion (i) direct the Company
to pay the balance of the Participant's Account in the form of a
single lump sum cash payment; and (ii) cancel, rescind, suspend
or otherwise limit or restrict at any time all amounts, if any,
credited to such Participant's Company Credit subaccount, whether
or not fully vested. Furthermore, in the event that a Participant
engages in Detrimental Activity at any time during the twelve
(12) months after the termination of his or her employment with
the Company or any of its Subsidiaries for any reason, the
Company may require such Participant at any time until the later
of (A) two years after such Participant's termination of
employment for any reason or (B) two years after such Participant
engaged in Detrimental Activity to pay to the Company (1) an amount
equal to any distributions previously made by the Company to such
Participant from such Participant's Company Credit Account and (2),
if the Company commences an action against such Participant (by
way of a claim or counterclaim and including declaratory claims),
in which it is preliminarily or finally determined that such
Participant engaged in Detrimental Activity, an amount equal to the
Company's costs and fees incurred in such action, including but not
limited to, the Company's reasonable attorneys' fees and expenses.
The Company shall be entitled to set off any such amount owed to the
Company against any amounts owed to such Participant by the
Company, including without limitation, any amounts to be
distributed from such Participant's Elective Deferral Subaccount.
For this purpose "Detrimental Activity" means, in the Company's
sole determination, that the Participant has, directly or
indirectly, (a) become associated in any capacity with any
enterprise that is, or may be deemed to be, in competition with
any business of the Company or any of its Subsidiaries, (b)
solicited, induced or attempted to induce, in any enterprise that
is competitive with the Company or any of its Subsidiaries, any
customers or employees of the Company to curtail or discontinue
their relationship with the Company or any of its Subsidiaries,
(c) disclosed, communicated or misused, to the detriment of the
Company or any of its Subsidiaries, any confidential or
proprietary information relating to the Company or any of its
Subsidiaries to any person or entity not associated with the
Company or any of its Subsidiaries, (d) failed to comply with the
terms of the Plan, (e) failed to comply with any term set forth
in the Company's Key Employee Agreement (irrespective of whether
the Participant is a party to the Key Employee Agreement), (f)
engaged in any activity that results in termination of the
Participant's employment for cause, (g) violated any rule,
policy, procedure or guideline of the Company or any of its
Subsidiaries, or (h) been convicted of, or has entered a guilty
plea with respect to, a crime whether or not connected with the
Company or any of its Subsidiaries.

Article 6. - PAYMENTS

     6.1  Payment Upon Retirement.   In the event a Participant's
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employment with the Company or any of its Subsidiaries is
terminated due to the Participant's Retirement, then as soon as
administratively practicable thereafter, payments will be made to
the Participant as follows:

          (a)  With respect to the Participant's Elective
     Deferral Subaccount, unless the Participant elects an
     alternative form of payment as described in Section 6.1(c)
     at least 13 months prior to Retirement, payments to be made
     upon Retirement will be made in a single lump sum cash
     payment.

          (b)  With respect to the vested portion, if any, of the
     Participant's Company Credit Subaccount, unless the
     Participant elects an alternative form of payment as
     described in Section 6.1(c) at least 13 months prior to
     Retirement, payments to be made upon Retirement will be made
     in a single lump sum cash payment.  The unvested portion, if
     any, of the Participant's Company Credit Subaccount shall be
     forfeited automatically upon Retirement.

          (c)  A Participant may elect, at least 13 months prior
     to the Participant's Retirement, to receive the balance to
     the credit of the Participant's Account in payments of five,
     ten or fifteen annual cash installments.  The first
     installment shall be made as soon as administratively
     practicable following Retirement and succeeding installments
     shall be made on the next four anniversaries of the date of
     Retirement (for a total of five installments), on the next
     nine anniversaries of the date of Retirement (for a total of
     ten installments), or on the next fourteen anniversaries of
     the date of Retirement (for a total of fifteen
     installments).  The amount of each installment shall be
     determined by dividing the Participant's applicable Account
     balance (adjusted through the day before the installment is
     paid) by the number of installments remaining.  Any election
     made under this Section 6.1(c) shall be made in writing on a
     form prescribed or approved by the Administrator, and may be
     revoked in writing on a form prescribed or approved by the
     Administrator at any time if such revocation is made at
     least 13 months prior to the Participant's Retirement.

Notwithstanding the foregoing, the Administrator may, in its sole
discretion, at any time after the Participant's Retirement,
direct the Company to pay the balance to the credit of the
Participant's Account in the form of a single lump sum cash
payment.

     6.2  Payment Upon Termination of Employment Due to Disability.
          --------------------------------------------------------
In the event, a Participant's employment with the Company or any
of its Subsidiaries is terminated due to the Participant's
disability as determined by the Administrator in its sole
discretion ("Disability"), then as soon as administratively
practicable thereafter, payments will be made to the Participant
as follows:

          (a)  With respect to the Participant's Elective
     Deferral Subaccount, payments will made at the same time and
     in the same manner as if the Participant's employment had
     terminated due to his or her Retirement.

          (b)  With respect to the vested portion (after any
     acceleration of vesting pursuant to Section 5.4, if
     applicable), if any, of the Participant's Company Credit
     Subaccount, payments will made at the same time and in the
     same manner as if the Participant's employment had
     terminated due to his or her Retirement.  The unvested
     portion, if any, of the Participant's Company Credit
     Subaccount shall be forfeited automatically upon termination
     of the Participant's employment with the Company of any of
     its Subsidiaries due to Disability.

Notwithstanding the foregoing, the Administrator may, in its sole
discretion, at any time after the termination of the
Participant's employment with the Company or any of its
Subsidiaries due to Disability, direct the Company to pay the
balance to the credit of the Participant's Account in the form of
a single lump sum cash payment.

     6.3  Payment Upon Termination of Employment Due to Death.
          ---------------------------------------------------
In the event a Participant's employment with the Company or any of
its Subsidiaries is terminated due to the Participant's death, then
as soon as administratively practicable thereafter, payments will
be made to the Participant's beneficiary or estate, in accordance
with Section 6.3(c), as follows:

          (a)  With respect to the Participant's Elective
     Deferral Subaccount, payments will made at the same time and
     in the same manner as if the Participant's employment had
     terminated due to his or her Retirement.

          (b)  With respect to the vested portion of the
     Participant's Company Credit Subaccount, payments, if any,
     will made at the same time and in the same manner as if the
     Participant's employment had terminated due to his or her
     Retirement.  The unvested portion of the Participant's
     Company Credit Subaccount shall be forfeited automatically
     upon termination of the Participant's employment with the
     Company of any of its Subsidiaries due to death.

          (c)  A Participant shall designate his or her
     beneficiary or beneficiaries who, in the event of the
     Participant's death, shall be entitled to receive the
     balance to the credit of the Participant's Account.  Such
     designation shall be made in writing on a form prescribed or
     approved by the Administrator, and may be revoked in writing
     on a form prescribed or approved by the Administrator at any
     time prior to the Participant's death.  If a Participant
     fails to designate a beneficiary or no designated
     beneficiary survives the Participant, then payments
     hereunder shall be made to the Participant's estate.

Notwithstanding the foregoing, the Administrator may, in its sole
discretion, at any time after the Participant's death, direct the
Company to pay the balance to the credit of the Participant's
Account to the Participant's beneficiary or estate, as the case
may be, in the form of a single lump sum cash payment.

     6.4  Payment Upon Termination of Employment for any Other Reason.
          -----------------------------------------------------------
In the event a Participant's employment with the Company or any
of its Subsidiaries is terminated for any reason other than
Retirement, Disability or death, then as soon as administratively
practicable thereafter, payments will be made to the Participant
as follows:

          (a)  With respect to the Participant's Elective
     Deferral Subaccount, payment will be made in a single lump
     sum cash payment.

          (b)  With respect to the vested portion, if any, of the
     Participant's Company Credit Subaccount, payment will be
     made in a single lump sum cash payment.  The unvested
     portion of the Participant's Company Credit Subaccount shall
     be forfeited automatically upon the termination of the
     Participant's employment with the Company or any of its
     Subsidiaries for any reason other than Retirement,
     Disability or death.

     6.5  Severe Financial Hardship Distribution.  At any time, a
          --------------------------------------
Participant who believes he or she is suffering a severe
financial hardship may apply to the Administrator for a
distribution under the Plan in order to alleviate such hardship.
The Administrator, in its sole discretion (but after taking into
account, among other factors, the nature and foreseeability of
the alleged hardship, the Participant's other resources, and the
effect of making a distribution on the intended tax status of the
deferrals made under the Plan), may direct the Company to pay to
the Participant an amount which it determines is necessary or
appropriate, not to exceed the Participant's Elective Deferral
Subaccount balance, if any, and the Company shall pay such amount
to the Participant in a single lump sum cash distribution.

     6.6  In-Service Distribution.  In connection with his or her
          -----------------------
election to defer Compensation pursuant to Section 4.1, a
Participant may specify a fixed distribution date for the
commencement of payment of his or her Elective Deferral
Subaccount which may be prior to termination of employment, which
shall be payable in a single lump sum cash distribution or in
five annual cash installments commencing on the fixed
distribution date; provided, however, that such fixed
distribution date shall not be earlier than the third anniversary
of the last day of the Plan Year in which such Compensation was
deferred.  Such distribution dates may be extended to later dates
so long as elections to extend are made at least 13 months prior
to the fixed distribution date.  If such distribution is to be
paid in five annual installments, then the first installment
shall be made on the fixed distribution date and succeeding
installments shall be made on the next four anniversaries of the
fixed distribution date (for a total of five installments).  The
amount of each installment shall be determined by dividing the
Participant's applicable Account balance (adjusted through the
day before the installment is paid) by the number of installments
remaining.  Any election made under this Section 6.6 shall be
made in writing on a form prescribed or approved by the
Administrator and may be revoked in writing on a form prescribed
or approved by the Administrator at any time if such revocation
is made at least 13 months prior to the fixed distribution date.

     In the event the Participant's employment with the Company
or any of its Subsidiaries is terminated prior to the fixed
distribution date, then no payments shall be made pursuant to
this Section 6.6 and, instead, the balance to the credit of the
Participant's Elective Deferral Subaccount shall be paid based on
the Participant's termination of employment by reason of
Retirement, Disability, death or otherwise, as the case may be.
In the event the Participant's employment with the Company or any
of its Subsidiaries is terminated by reason of Retirement,
Disability or death after the fixed distribution date has
occurred and the Participant had elected to receive such
distribution under this Section 6.6 in five annual cash
installments, then payments shall be made at the same time and in
the same manner as elected by the Participant under this Section
6.6.  In the event the Participant's employment with the Company
or any of its Subsidiaries is terminated for any reason other
than Retirement, Disability or death after the fixed distribution
date has occurred and the Participant had elected to receive such
distribution under this Section 6.6 in five annual cash
installments, then notwithstanding such election, the remaining
portion of the distribution shall be made in a single lump sum
cash payment to the Participant as soon as administratively
practicable after the Participant's employment with the Company
or any of its Subsidiaries is terminated for any reason other
than Retirement, Disability or death.  Notwithstanding the
foregoing, the Administrator may, in its sole discretion, at any
time after the termination of the Participant's employment for
any reason, direct the Company to pay the balance to the credit
of the Participant's Account in the form of a single lump sum
cash payment.

     6.7       Immediate Distribution.   At any time, a
               ----------------------
Participant may elect to have all or any portion of the balance
to the credit of the Participant's Elective Deferral Subaccount
distributed in a single lump sum cash distribution.  Such
distribution shall be made as soon as administratively
practicable following the Administrator's receipt of the
Participant's election. Any election made under this Section 6.7
shall be made in writing on a form prescribed or approved by the
Administrator.  The actual amount to be distributed to the
Participant hereunder shall equal ninety percent (90%) of the
elected distribution amount and the remaining ten percent (10%)
of the elected distribution amount shall be forfeited to the
Company.  The Participant shall not be eligible to make any
elective deferrals into the Plan at any time during the twelve
month period immediately following the date of such distribution.

     6.8  Payment Upon a Change of Control.  In connection with
          --------------------------------
his or her election to defer Compensation pursuant to Section
4.1, a Participant may elect to receive the balance to the credit
of the Participant's Account in a single lump sum cash payment
upon a Change of Control.  Any election made under this Section
6.8 shall be made in writing on a form prescribed or approved by
the Administrator and may be revoked in writing on a form
prescribed or approved by the Administrator at any time if such
revocation is made at least 13 months prior to the Change of
Control.

Article 7.     ADMINISTRATOR

     7.1. Plan Administration and Interpretation.  The Administrator
          --------------------------------------
shall oversee the administration of the Plan.  The Administrator
shall have complete discretionary control and authority to
administer all aspects of the Plan and to determine the rights
and benefits and all claims, demands and actions arising out of
the provisions of the Plan of any Participant, beneficiary,
deceased Participant, or any other person having or claiming to
have any interest under the Plan.  The Administrator shall have
the exclusive discretionary power to interpret the Plan and to
decide all matters under the Plan.  The Administrator also shall
have the exclusive discretionary power to adopt, amend and
rescind rules and guidelines for the administration of the Plan
and for its own acts and proceedings.  Such interpretation and
decision shall be final, conclusive and binding on all
Participants and any person claiming under or through any
Participant, in the absence of clear and convincing evidence that
the Administrator acted arbitrarily and capriciously.  Any
individual serving as Administrator, or on a committee acting as
Administrator, who is a Participant, shall not vote or act on any
matter relating solely to himself or herself.  When making a
determination or calculation, the Administrator shall be entitled
to conclusively rely on information furnished by a Participant, a
beneficiary, or any other person or entity.  The Administrator
shall be deemed to be the Plan administrator with responsibility
for complying with any reporting and disclosure requirements of
ERISA.

     The Administrator may employ such counsel, agents and
advisers, and obtain such administrative, clerical and other
services, as it may deem necessary or appropriate in carrying out
the provisions of the Plan and its duties hereunder.

     7.2.      Claims Procedure.
               ----------------

          (a)  In general.  If any person believes he or she has
     been denied any rights or benefits under the Plan, such
     person may file a claim in writing with the Administrator.
     If any such claim is wholly or partially denied, the
     Administrator will notify such person of its decision in
     writing.  Such notification will be given within 90 days
     after the claim is received by the Administrator (or within
     180 days, if special circumstances require an extension of
     time for processing the claim, and if written notice of such
     extension and circumstances is given to such person within
     the initial 90 day period).  Notwithstanding the foregoing,
     if such notification is not given within such 90 or 180 day
     period, the claim will be considered denied as of the last
     day of such period and such person may request a review of
     his or her claim in accordance with Section 7.2(b).

          (b)  Appeals.  Within 60 days after the date on which a
     person receives a written notice of a denied claim (or, if
     applicable, within 60 days after the date on which such
     denial is considered to have occurred) such person (or his
     or her duly authorized representative) may file a written
     request with the Administrator for a review of his or her
     denied claim.  The Administrator will notify such person of
     its decision on review in writing.  The decision on review
     will be made within 60 days after the request for review is
     received by the Administrator (or within 120 days, if
     special circumstances require an extension of time for
     processing the request, such as an election by the
     Administrator to hold a hearing, and if written notice of
     such extension and circumstances is given to such person
     within the initial 60 day period). Notwithstanding the
     foregoing, if the decision on review is not made within such
     60 or 120 day period, the claim will be considered denied.

          The Administrator may, in its sole discretion amend or
     revise this Section 7.2, provided, that the claims procedure
     for the Plan pursuant to which persons may claim an interest
     in the Plan and appeal denials of such claims, as amended or
     changed, shall meet the minimum standards of Section 503 of
     ERISA.

     7.3.      Indemnification of Administrator.  The Company
               --------------------------------
shall indemnify and defend to the fullest extent permitted by law
any director, officer or employee of the Company or its
Subsidiaries who serves as the Administrator or as a member of a
committee appointed to serve as Administrator, or who assists the
Administrator in carrying out its duties (including any such
individual who formerly served in any such capacity) against any
and all liabilities, damages, costs and expenses (including
attorneys' fees and amounts paid in settlement of any claims
approved in writing by the Company) arising out of or relating to
any act or omission to act in connection with the Plan, if such
act or omission is in good faith.

Article 8.     AMENDMENT, TERMINATION AND ASSIGNMENT

     8.1.      Amendments.  Prior to a Change of Control, the
               ----------
Company shall have the right to amend the Plan from time to time,
subject to Section 8.3, by an instrument in writing which has
been executed on its behalf by the Administrator or by vote of
the Board.  No amendment to the Plan with respect to any
Participant may be made after a Change of Control without the
written consent of such Participant (or beneficiary, if
applicable).

     8.2.  Termination of Plan.   The Company currently
           -------------------
intends to continue the Plan indefinitely.  However, the Plan is
voluntary on the part of the Company and the Company expressly
reserves the right to terminate the Plan at any time, subject to
Section 8.3, for any reason whatsoever.  Subject to Section 8.1,
the Company from time to time may, by amendment to the Plan,
suspend the Plan or discontinue provisions thereof.  The Company
may terminate the Plan at any time by an instrument in writing
which has been executed on its behalf by the Administrator or by
vote of the Board.

     8.3. Existing Rights.  No amendment or termination of the Plan
          ---------------
shall adversely affect the rights of any Participant with respect
to amounts credited to his or her Account as of the date of such
amendment or termination (subject to future adjustments as a
result of investment measurements).

     8.4. Assignment.  The rights and obligations of the
          ----------
Company shall inure to the benefit of and shall be binding upon
its successors and assigns.

Article 9. - MISCELLANEOUS

     9.1.      Grantor Trust.  The Company may establish a trust
               -------------
of which the Company is treated as the owner under Subpart E of
Subchapter J, Chapter 1 of the Code (a "grantor trust"), and may
deposit with the trustee of the grantor trust an amount of cash
or marketable securities sufficient to cause the fair market
value of the assets held in the grantor trust to be not less than
the sum of the Account balances under the Plan.  Notwithstanding
the foregoing, nothing in this Plan will be construed to create a
trust or to obligate the Company, any of its Subsidiaries or any
other person or entity to segregate a fund, purchase an insurance
contract, or in any other way currently to fund the future
payment of any distributions or payments hereunder, nor will
anything herein be construed to give any employee or any other
person any right to any specific assets of the Company, any of
its Subsidiaries or of any other person or entity.  Any
distributions or payments which become payable hereunder that are
not paid out of the grantor trust shall be paid from the general
assets of the Company.

     9.2.      Nature of Claim for Payment.  Each Participant and
               ---------------------------
beneficiary will be an unsecured general creditor of the Company
with respect to any distributions or payments to be made under
the Plan.  Nothing in the Plan will be construed to give any
person any right to any specific assets of the Company, any of
its Subsidiaries or any other person or entity.

     9.3.      Nonalienation of Benefits.  No Participant,
               -------------------------
beneficiary or any other person having any interest under the
Plan shall alienate, anticipate, commute, pledge, encumber,
assign or otherwise transfer ("Alienate") any right or interest
under the Plan, including, without limitation, with respect to
rights to or interests in any payments, distributions, claims or
other benefits which he or she may expect to receive,
contingently or otherwise, under this Plan ("Rights").  Any
attempt to Alienate any Right shall be ineffective.  No Right
shall be subject to any claim of, subject to attachment,
execution, garnishment or other legal process by, any creditor of
such Participant, beneficiary or other person.

     9.4.      Employment Rights.  Neither the adoption or the
               -----------------
establishment and maintenance of the Plan, the participation in
the Plan nor any action of the Company, any Subsidiary or the
Administrator, shall be held or construed to confer upon any
employee of the Company or any of its Subsidiaries any right to
continued employment with the Company or any of its Subsidiaries,
as the case may be, nor does it interfere in any way with the
right of the Company or any of its Subsidiaries to terminate the
employment of any of its employees at any time.  Each of the
Company and its Subsidiaries expressly reserves the right to
terminate or discharge any of its employees at any time.

     9.5.      Receipt and Release.  Any payment or distribution
               -------------------
to any Participant or beneficiary in accordance with the
provisions of the Plan shall be, to the extent thereof, in full
satisfaction of all claims against the Company, its Subsidiaries
and the Administrator under the Plan, and the Administrator may
require such Participant or beneficiary, as a condition precedent
to such payment, to execute a receipt and release to such effect.
If any Participant or beneficiary is determined by the
Administrator to be incompetent by reason of physical or mental
disability (including minority) to give a valid receipt and
release, the Administrator may cause the payment or payments
becoming due to such person to be made to another person for his
or her benefit without responsibility on the part of the
Administrator or the Company to follow the application of such
funds.

     9.6.      Severability of Provision.   If any provision of
               -------------------------
the Plan shall be held by a court of competent jurisdiction to be
invalid or unenforceable, such invalidity or unenforceability
shall not affect any other provisions hereof, and the Plan shall
be construed and enforced to the fullest extent possible as if
such provision had not been included.

     9.7.      Government Regulations.  It is intended that the
               ----------------------
Plan comply with all applicable laws and government regulations.
Neither the Company, any of its Subsidiaries, nor the
Administrator shall not be obligated to perform any obligation
hereunder in any case where, in the opinion of the Company's
counsel, such performance would result in the violation of any
law or regulation.

     9.8.      Governing Law; Jurisdiction.  This Plan shall be
               ---------------------------
construed, administered, and governed in all respects under and
by the laws of The Commonwealth of Massachusetts without regard
to the conflict of law provisions thereof. The Company, the
Administrator, the Participants and their beneficiaries, and any
persons having or claiming to have any interest under the Plan
submit to the exclusive jurisdiction and venue of the federal or
state courts of The Commonwealth of Massachusetts, County of
Middlesex, to resolve any and all issues that may arise out of or
relate to the Plan or the same subject matter.

    9.9      Headings and Subheadings.  Headings and subheadings in
             ------------------------
this Plan are inserted for convenience only and are not to be
considered in the construction of the provisions hereof.

     9.10   Expenses and Taxes.  Expenses, including fees and expenses
            ------------------
associated with the grantor trust, associated with the
administration or operation of the Plan shall be paid by the
Company from its general assets unless, in the sole discretion of
the Administrator, the Administrator elects to charge such
expenses against the appropriate Participant's Account or
Participants' Accounts.  Any taxes allocable to an Account (or
subaccount or portion thereof) maintained under the Plan which
are payable prior to the distribution of the Account (or
subaccount or portion thereof), as determined by the
Administrator in its sole discretion, shall be charged against
the appropriate Participant's Account or Participants' Accounts.


     IN WITNESS WHEREOF, the Company has caused the Plan to be
executed by its duly authorized officer this 1st day of January,
2001.

                         EMC CORPORATION



                         By: ____________________________
                         Name: Richard J. Egan
                         Title: Chairman of the Board