exv10w6



 






EXHIBIT 10.6




AMENDMENT NO. ONE TO THE

DELL INC. 401(K) PLAN




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



R E C I T A L S:



      WHEREAS, the Employer has previously established the Dell Inc. 401(k) Plan as amended and
restated effective as of January 1, 2004, (the “Plan”) for the benefit of those employees who
qualify thereunder and for their beneficiaries; and



      WHEREAS, the Employer desires to amend the Plan to add a safe harbor matching contribution
that will comply with the requirements under sections 401(k)(12) and 401(m)(11) of the Internal
Revenue Code of 1986, as amended (the “Code”), and to revise the Plan’s mandatory IRA rollover
provisions to comply with the Economic Growth and Tax Relief Reconciliation Act of 2001.



      NOW, THEREFORE, pursuant to Section 13.1 of the Plan, the following amendment is hereby made,
and shall be effective, as of the dates identified below:



      a. Section 1.1(t) of the Plan is hereby amended, effective as of January 1, 2005, by adding
the following new sentence to the end thereof to read as follows:




“Effective as of January 1, 2005, the Employer Contribution Account shall include Safe
Harbor Matching Contributions made on behalf of a Participant pursuant to Section 3.2(d).”



      b. Section 1.1(u) of the Plan is hereby amended, effective as of January 1, 2005, by adding
the following new sentence to the end thereof to read as follows:




“Effective as of January 1, 2005, Employer Contributions shall include Safe Harbor Matching
Contributions.”



      c. Effective as of January 1, 2005, Sections 1.1(pp) and 1.1(qq) of the Plan are hereby
renumbered as Sections 1.1(rr) and 1.1(ss), respectively, and the remaining subsections of Section
1.1 of the Plan are hereby renumbered accordingly.



      d. Section 1.1 of the Plan is hereby amended, effective as of January 1, 2005, by adding the
following new Section 1.1(pp) to read as follows:




	 	“(pp)  	Safe Harbor Matching Contributions: Contributions made to the Plan
by the Employer pursuant to Section 3.2(d).”





 








 





      e. Section 1.1 of the Plan is hereby amended, effective as of January 1, 2005, by adding the
following new Section 1.1(qq) to read as follows:




	 	“(qq)  	Safe Harbor Notice: The written notice provided to each Participant
that satisfies the requirements of Section 3.2(d).”





      f. Section 2.4 of the Plan is hereby amended, effective as of January 1, 2005, by adding the
following new Subsection (d) to the end thereof to read as follows:




	 	“(d)  	In addition to the Safe Harbor Matching Contribution provided for in Section
3.2(d), the Employer may make an Employer Safe Harbor Matching Contribution to the
Safe Harbor Matching Contribution sub-account of each Spherion Employee permitted to
Participate in the Plan pursuant to Section 2.4 of the Plan in an amount equal to 4%
of the Employee’s Compensation.”





      g. Section 3.1(g) of the Plan is hereby amended, effective as of January 1, 2005, by adding
the following new sentence to the end thereof to read as follows:




“Effective as of January 1, 2005, the requirements of Code Section 401(k)(3) will be
satisfied by the Safe Harbor Matching Contributions pursuant to the safe harbor provided
under Code Section 401(k)(12).”



      h. Section 3.2(a) of the Plan is hereby amended, effective as of January 1, 2005, by adding
the following new sentence to the end thereof to read as follows:




“Effective as of January 1, 2005, the Employer shall cease Matching Contributions to the
Plan under this Section 3.2(a), except as may be required under the Plan with respect to
periods prior to January 1, 2005.”



      i. Section 3.2(c) of the Plan is hereby amended, effective as of January 1, 2005, by adding
the following new sentence to the end thereof to read as follows:




“Effective as of January 1, 2005, the requirements of Code Section 401(m)(2) will be
satisfied by the Safe Harbor Matching Contributions pursuant to the safe harbor provided
under Code Section 401(m)(11).”



      j. Section 3.2 of the Plan is hereby amended, effective as of January 1, 2005, by adding the
following new Subsection (d) to the end thereof to read as follows:




	 	“(d)  	Effective as of January 1, 2005, the Employer shall contribute to the Trust
for each pay period, as Safe Harbor Matching Contributions, an amount that equals 100%
of the Salary Reduction Contributions that were made pursuant to Section 3.1 on behalf
of each of the Participants during such pay period and that were not in excess of 4%
of each such Participant’s Considered Compensation for such pay period. Safe Harbor
Matching Contributions shall be 100% vested and nonforfeitable at all times and
shall be allocated to the Employer Contribution Account of each Participant.





 








 






Effective as of January 1, 2005, no more than ninety (90), and no fewer than thirty
(30), days prior to the beginning of each Plan Year, the Employer shall provide to
each Participant a Safe Harbor Notice. If an Employee will become a Participant in
the Plan after the date such notice is provided for a Plan Year but prior to the
beginning of the next Plan Year, then the Employer shall provide such Employee a
Safe Harbor Notice no later than the date such Employee becomes eligible to
participate in the Plan. The Safe Harbor Notice shall be sufficiently accurate and
comprehensive to inform the Employee or Participant of his rights and obligations
under the Plan and shall be written in a manner calculated to be understood by the
average Employee. The Safe Harbor Notice shall accurately describe (i) the Safe
Harbor Matching Contribution as set forth in this Section 3.2(d), (ii) any other
contributions under the Plan, including the potential for discretionary Employer
contributions, and the conditions under which such contributions are made, (iii)
the type and amount of Compensation that may be deferred under the Plan, (iv) how
to make Salary Reduction Contributions, including the requirements for completing
and returning the election forms, (v) the periods available for making Salary
Reduction Contributions, (vi) withdrawal and vesting provisions applicable to all
contributions under the Plan, and (vii) information that makes it easy to obtain
additional information about the Plan such as telephone numbers, addresses and, if
applicable, electronic addresses, of individuals or offices from whom employees can
obtain such plan information.




During any Plan Year in which the safe harbor requirements of Code Section
401(k)(12) and 401(m)(11) have been satisfied to the date of amendment, the
Employer may amend the Plan to eliminate or reduce the Safe Harbor Matching
Contribution provided in Section 3.2(d) of the Plan, in which case (i) the ADP and
ACP testing limitations set forth in Code Section 401(k)(3) and 401(m)(2) shall
apply to the Plan for the entire Plan Year using the current year testing method
and (ii) the Employer shall, no fewer than thirty (30) days prior to the date such
amendment becomes effective, deliver to each Participant a supplemental notice that
informs the Participant (i) of the consequences of the amendment and the date the
elimination or reduction of the Safe Harbor Matching Contributions shall become
effective and (ii) that he has the right for thirty (30) days after receipt of such
supplemental notice to change his or her elections. If the Employer amends the
Plan in any Plan Year to suspend Safe Harbor Matching Contributions, such amendment
shall be effective no earlier than thirty (30) days after the Participants are
given the supplemental notice described above or the date the amendment is adopted
(if later).”



 








 





      k. Section 4.2 of the Plan is hereby amended, effective as of January 1, 2005, by adding the
following new subsection (g) to the end thereof to read as follows:




	 	“(g)  	Safe Harbor Matching Contributions made by the Employer pursuant to Section
3.2(d) shall be allocated to the Employer Contribution Accounts of the Participants
for whom such contributions were made.”





      l. Section 4.6 of the Plan is hereby amended, effective as of January 1, 2005,
by deleting Section 4.6(b)(1) in its entirety and replacing in lieu thereof the following:




	 	“(1)  	First, any such excess Annual Additions in the form of Salary Reduction
Contributions on behalf of such Participant that would not have been considered in
determining the amount of Employer Matching Contributions or Safe Harbor Matching
Contributions pursuant to Section 3.2 shall be distributed to such Participant,
adjusted for income or loss allocated thereto;”





      m. Section 4.6 of the Plan is hereby amended, effective as of January 1, 2005, by deleting
Section 4.6(b)(2) in its entirety and replacing in lieu thereof the following:




	 	“(2)  	Next, any such excess Annual Additions in the form of Salary Reduction
Contributions on behalf of such Participant that would have been considered in
determining the amount of Employer Matching Contributions or Safe Harbor Matching
Contributions pursuant to Section 3.2 shall be distributed to such Participant,
adjusted for income or loss allocated thereto, and the Employer Matching Contributions
or Safe Harbor Matching Contributions that would have been allocated to such
Participant’s Accounts based upon such distributed Salary Reduction Contributions
shall, to the extent such amounts would have otherwise been allocated to such
Participant’s Accounts, be treated as a forfeiture.”





      n. Section 6.2(a) of the Plan is hereby amended, effective as of January 1, 2005, by inserting
the following new sentence to the end thereof to read as follows:




“Notwithstanding the foregoing, Safe Harbor Matching Contributions and any earnings thereon
shall not be eligible for financial hardship withdrawals.”



      o. Section 7.4(a)(2) of the Plan is hereby amended, effective as of January 1, 2005, by
inserting the following new sentence to the end thereof to read as follows:




“Effective as of January 1, 2005, any Participant that is actively employed by an Employer
on January 1, 2005 per HR Direct shall have a 100% Vested Interest in his Employer
Contribution Account.”



      p. Section 7.4(e) of the Plan is hereby amended, effective as of January 1, 2005, by inserting
the following new sentence to the end thereof to read as follows:



 








 






“Effective as of January 1, 2005, reemployed Participants with forfeited amounts restored
by the Employer pursuant to this Section shall have a 100% Vested Interest in their
Employer Contribution Account.”



      q. Section 8.4 of the Plan is hereby amended, effective as of March 28, 2005, by inserting the
following new sentence to the end thereof to read as follows:




“In the event of a mandatory distribution greater than $1,000 in accordance with the
provisions of this Section 8.4 made on or after March 28, 2005, if the Participant does not
elect to have such distribution paid directly to an eligible retirement plan specified by
the Participant in a direct rollover or to receive the distribution directly in accordance
with Article XIII, then the Plan shall pay the distribution in a direct rollover to an
individual retirement plan designated by the Committee.”



      IN WITNESS WHEREOF, the Employer has caused this instrument to be executed this 3rd
day of March, 2005.


	 	 	 	 	 
	 	DELL INC.

 	 
	 	By:  	/s/ KATHLEEN ANGEL
 	 
	 	 	 
	 	Its:  	Director of Global Compensation 	 
	 	 	and Benefits 	 
	 




ATTEST:



/s/ ROBERT POTTS