exv4w9



 






Exhibit 4.9




AMENDMENT NO. 4 TO THE

DELL COMPUTER CORPORATION

MASTER TRUST




     THIS AGREEMENT is made as of this 15th day of October, 2007 by and between DELL
INC., a Texas corporation, (the “Company”), and JP MORGAN CHASE BANK, NA (the “Trustee”);



     WHEREAS, the Company and the Trustee previously executed THE DELL COMPUTER CORPORATION MASTER
TRUST (the “Trust”) effective April 1, 1986; and



     WHEREAS, the Company and the Trustee desire to amend the Trust pursuant to the authority
reserved in Section 17;



     NOW, THEREFORE, the Trust is hereby amended as follows, but all other sections of the Trust
shall remain in full force and effect.


1. Effective October 15, 2007, Subsection 4(f)((iii) of the Trust is hereby amended, by adding the
following language thereto, to immediately precede Subsection 4(f)(iii)(A), to be and read as
follows:





The Administrator may, during any period in which the shares of Sponsor Stock held in the
Dell Computer Corporation Stock Fund are determined by the Administrator possibly to be
“restricted securities” subject to trading restrictions under Rule 144 promulgated under
the Securities Act of 1933 (herein “Restricted Shares”), direct that any and all sales of
 shares of Sponsor Stock which constitute Restricted Shares be made pursuant to Subsection
4(f)(iii)(B).


2. Effective October 15, 2007, Subsection 4(f)((iii)(B) of the Trust is hereby amended, by adding
the following language to the end thereof, to be and read as follows:





	 	“(B) Acquisition, Holding and Sale of Company Stock.
	 
	 	 	 	If the Administrator determines that some or all of the shares of Sponsor Stock
held in the Dell Computer Corporation Stock Fund constitute Restricted Shares, then
the following provisions shall apply:






     (1) The Administrator shall deliver to the Trustee written direction
establishing a procedure that will identify those shares of Sponsor Stock
which are Restricted Shares. In particular, this procedure shall identify
whether any portion of the shares of Sponsor Stock to be sold by the Dell
Computer Corporation Stock Fund pursuant to a Participant’s investment direction are classified
as Restricted Shares.



 









 






     (2) The Trustee shall sell any and all Restricted Shares which the
Trustee is obligated to sell to satisfy a Participant’s investment
direction to the Sponsor. The effective date of such sale shall be the
trading day immediately following the date the Participant elects to sell
a portion of his or her interest in the Dell Computer Corporation Stock
Fund.




     (3) The purchase price for the Restricted Shares sold by the Trust to
the Sponsor shall be greater of (i) the weighted average of the actual
sales prices obtained by the Trust in connection with other sales of
 shares of Sponsor Stock sold on the NASDAQ exchange on the date the sale
occurs, and (ii) the volume weighted average price for all shares of
Dell’s common stock sold on the NASDAQ for such trading date. The
Administrator has determined that the foregoing price shall be deemed to
be not less than adequate consideration (within the meaning of Section
3(18) of ERISA) on the date the purchase occurs. The Sponsor shall
indemnify the Trustee pursuant to Section 7(b) with respect to the
foregoing determination.




     (4) Any actions by the Trustee pursuant to this Subsection
4(f)(iii)(B) shall be deemed not to be contrary to the terms of the Trust
Agreement, as amended or applicable law and therefore subject to
protection pursuant to Subsection 4(f)(ii) of the Trust Agreement.



     IN WITNESS WHEREOF, the Sponsor and the Trustee have caused this instrument to be executed and
their respective corporate seals to be affixed and arrested by their respective corporate officers
on the day and year first written above.




	 	 	 	 	 	 	 
	 	 	DELL INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Its:
	 	     /s/ Thomas H. Welch
 

Vice President–Legal and Assistant Secretary
	 	 






ATTEST:




	 	 	 
	/s/ Robert Potts
 

Its: Benefits Counsel

	 	 






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	 	 	JP MORGAN CHASE BANK, NA
	 
	 	 	 	 
	 

	 	By:	 	/s/ William Wasp
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Its:	 	Vice President
	 

	 	 	 	 





ATTEST:




	 	 	 	 	 
	/s/ Amy L. Schneeberger	 	 	 
	 	 	 
	 
	 	 	 	 
	Its:
	 	 	 	 
	 

	 	 	 	 





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