**DELL INC.****Restated Certificate of Incorporation**     Dell Inc. was originally incorporated under the name “Dell Computer Corporation.”This Restated Certificate of Incorporation was duly adopted by the corporation’s Board of Directorson January 31, 2006 in accordance with Section 245 of the General Corporation Law of the State ofDelaware. It only restates and integrates, and does not further amend, the provisions of thecorporation’s Certificate of Incorporation (which was originally filed with the Secretary of Stateof the State of Delaware on October 22, 1987), as such Certificate of Incorporation had theretoforebeen restated, amended or supplemented. There is no discrepancy between those provisions and theprovisions of this Restated Certificate of Incorporation.     FIRST: The name of the corporation is “Dell Inc.”     SECOND: The address of the registered office of the corporation in the State ofDelaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle. Thename of the registered agent of the corporation at such address is Corporation Service Company.     THIRD: The nature of the business or purposes to be conducted or promoted by thecorporation is to engage in any lawful business, act or activity for which corporations may beorganized under the DGCL.     FOURTH: The total number of shares of capital stock of the Corporation shall beseven billion and five million (7,005,000,000), which shall consist of five million (5,000,000)shares of Preferred Stock, of the par value of $.01 per share, and seven billion (7,000,000,000)shares of Common Stock, of the par value of $.01 per share.     The following is a statement fixing certain of the designations and powers, votingpowers, preferences, and relative, participating, optional or other rights of the Preferred Stockand the Common Stock of the corporation, and the qualifications, limitations or restrictionsthereof, and the authority with respect thereto expressly granted to the Board of Directors of thecorporation to fix any such provisions not fixed by this Certificate:I. Preferred Stock     The Board of Directors is hereby expressly vested with the authority to adopt aresolution or resolutions providing for the issue of authorized but unissued shares of PreferredStock, which shares may be issued from time to time in one or more series and in such amounts asmay be determined by the Board of Directors in such resolution or resolutions. The powers, votingpowers, designations, preferences, and relative, participating, optional or other rights, if any,of each series of Preferred Stock and the qualifications, limitations or restrictions, if any, ofsuch preferences and/or rights (collectively the “Series Terms”), shall be such as are stated andexpressed in a resolution or resolutions providing for the creation or revision of such SeriesTerms (a “Preferred Stock Series Resolution”) adopted by the Board of Directors or a committee ofthe Board of Directors to which such responsibility is specifically and lawfully delegated. Thepowers of the Board with respect to the Series Terms of a particular series (any of which powers,other than voting powers, may by resolution of the Board of Directors be
 

 
specifically delegated to one or more of its committees, except as prohibited by law) shallinclude, but not be limited to, determination of the following:     (1) The number of shares constituting that series and the distinctive designation ofthat series, or any increase or decrease (but not below the number of shares thereof thenoutstanding) in such number;     (2) The dividend rate on the shares of that series, whether such dividends, if any,shall be cumulative, and, if so, the date or dates from which dividends payable on such sharesshall accumulate, and the relative rights of priority, if any, of payment of dividends on shares ofthat series;     (3) Whether that series shall have voting rights, in addition to the voting rightsprovided by law, and, if so, the terms of such voting rights;     (4) Whether that series shall have conversion privileges with respect to shares ofany other class or classes of stock or of any other series of any class of stock, and, if so, theterms and conditions of such conversion, including provision for adjustment of the conversion rateupon occurrence of such events as the Board of Directors shall determine;     (5) Whether the shares of that series shall be redeemable, and, if so, the terms andconditions of such redemption, including their relative rights of priority, if any, of redemption,the date or dates upon or after which they shall be redeemable, provisions regarding redemptionnotices, and the amount per share payable in case of redemption, which amount may vary underdifferent conditions and at different redemption dates;     (6) Whether that series shall have a sinking fund for the redemption or purchase ofshares of that series, and, if so, the terms and amount of such sinking fund;     (7) The rights of the shares of that series in the event of voluntary or involuntaryliquidation, dissolution, or winding up of the corporation, and the relative rights of priority, ifany, of payment of shares of that series;     (8) The conditions or restrictions upon the creation of indebtedness of thecorporation or upon the issuance of additional Preferred Stock or other capital stock ranking on aparity therewith, or senior thereto, with respect to dividends or distribution of assets uponliquidation;     (9) The conditions or restrictions with respect to the issuance of, payment ofdividends upon, or the making of other distributions to, or the acquisition or redemption of,shares ranking junior to the Preferred Stock or to any series thereof with respect to dividends ordistribution of assets upon liquidation; and     (10) Any other designations, powers, preferences, and rights, including, withoutlimitation any qualifications, limitations, or restrictions thereof.   Any of the Series Terms, including voting rights, of any series may be made dependentupon facts ascertainable outside the Certificate of Incorporation and the Preferred Stock Series
 

 
Resolution, provided that the manner in which such facts shall operate upon such Series Terms isclearly and expressly set forth in the Certificate of Incorporation or in the Preferred StockSeries Resolution.     Subject to the provisions of this Article Fourth, shares of one or more series ofPreferred Stock may be authorized or issued from time to time as shall be determined by and forsuch consideration as shall be fixed by the Board of Directors or a designated committee thereof,in an aggregate amount not exceeding the total number of shares of Preferred Stock authorized bythis Certificate of Incorporation. Except in respect of series particulars fixed by the Board ofDirectors or its committee as permitted hereby, all shares of Preferred Stock shall be of equalrank and shall be identical. All shares of any one series of Preferred Stock so designated by theBoard of Directors shall be alike in every particular, except that shares of any one series issuedat different times may differ as to the dates from which dividends thereon shall be cumulative.II. Common Stock     1. Dividends. Subject to the provisions of any Preferred StockSeries Resolution, the Board of Directors may, in its discretion, out of funds legally availablefor the payment of dividends and at such times and in such manner as determined by the Board ofDirectors, declare and pay dividends on the Common Stock of the corporation.     No dividend (other than a dividend in capital stock ranking on a parity with theCommon Stock or cash in lieu of fractional shares with respect to such stock dividend) shall bedeclared or paid on any share or shares of any class of stock or series thereof ranking on a paritywith the Common Stock in respect of payment of dividends for any dividend period unless there shallhave been declared, for the same dividend period, like proportionate dividends on all shares ofCommon Stock then outstanding.     2. Liquidation. In the event of any liquidation, dissolution or winding up ofthe corporation, whether voluntary or involuntary, after payment or provision for payment of thedebts and other liabilities of the corporation and payment or setting aside for payment of anypreferential amount due to the holders of any other class or series of stock, the holders of theCommon Stock shall be entitled to receive ratably any or all assets remaining to be paid ordistributed.     3. Voting Rights. Subject to any special voting rights set forth in anyPreferred Stock Series Resolution, the holders of the Common Stock of the corporation shall beentitled at all meetings of stockholders to one vote for each share of such stock held by them.III. Senior, Parity or Junior Stock     Whenever reference is made in this Article Fourth to shares “ranking senior to”another class of stock or “on a parity with” another class of stock, such reference shall mean andinclude all other shares of the corporation in respect of which the rights of the holders thereofas to the payment of dividends or as to distributions in the event of a voluntary or involuntaryliquidation, dissolution or winding up of the affairs of the corporation are given preference over,or rank on an equality with, as the case may be, the rights of the holders of such other class ofstock. Whenever reference is made to shares “ranking junior to” another class of stock, suchreference shall mean and include all shares of the corporation in respect of which the rights ofthe holders thereof as to the payment of dividends and as to distributions in the event of a
 

 
voluntary or involuntary liquidation, dissolution or winding up of the affairs of the corporationare junior and subordinate to the rights of the holders of such class of stock.     Except as otherwise provided herein or in any Preferred Stock Series Resolution, eachseries of Preferred Stock ranks on a parity with each other and each ranks senior to the CommonStock. Common Stock ranks junior to the Preferred Stock.IV. Liquidation Notices     Written notice of any voluntary or involuntary dissolution, liquidation or winding upof the affairs of the corporation, stating a payment date and the place where the distributableamounts shall be payable, shall be given by mail, postage prepaid, not less than thirty (30) daysprior to the payment date stated therein, to the holders of record of the Preferred Stock, if any,at their respective addresses as the same shall appear on the books of the corporation.V. Reservation and Retirement of Shares     The corporation shall at all times reserve and keep available, out of its authorizedbut unissued shares of Common Stock or out of shares of Common Stock held in its treasury, the fullnumber of shares of Common Stock into which all shares of any series of Preferred Stock havingconversion privileges from time to time outstanding are convertible.     Unless otherwise provided in a Preferred Stock Series Resolution with respect to aparticular series of Preferred Stock, all shares of Preferred Stock redeemed or acquired (as aresult of conversion or otherwise) shall be retired and restored to the status of authorized butunissued shares.VI. No Preemptive Rights     Subject to the provisions of any Preferred Stock Series Resolution, no holder ofshares of stock of the corporation shall have any preemptive or other rights, except as such rightsare expressly provided by contract, to purchase or subscribe for or receive any shares of anyclass, or series thereof, of stock of the corporation, whether now or hereafter authorized, or anywarrants, options, bonds, debentures or other securities convertible into, exchangeable for orcarrying any right to purchase any shares of any class, or series thereof, of stock; but subject tothe provisions of any Preferred Stock Series Resolution, such additional shares of stock and suchwarrants, options, bonds, debentures or other securities convertible into, exchangeable for orcarrying any right to purchase any shares of any class, or series thereof, of stock may be issuedor disposed of by the Board of Directors to such persons, and on such terms and for such lawfulconsideration, as in its discretion it shall deem advisable or as to which the corporation shallhave by binding contract agreed.     FIFTH: OMITTED     SIXTH: The number of directors of the corporation shall be fixed as specified orprovided for in the by-laws of the corporation. Election of directors need not be by written ballotunless the bylaws shall so provide. No holders of Preferred Stock or Common Stock of thecorporation shall have any right to cumulate votes in the election of directors.
 

 
     SEVENTH: At each annual meeting of stockholders of the Corporation, all directorsshall be elected for a one-year term expiring at the next succeeding annual meeting ofstockholders.     Any director may be removed from office, but only for cause, by a vote of the holdersof a majority of the shares then issued and outstanding. Cause shall mean willful and grossmisconduct by the director that is materially adverse to the best interests of the Corporation, asdetermined conclusively by a majority of the disinterested directors of the Corporation.     Vacancies and newly created directorships resulting from any increase in theauthorized number of directors may be filled by a majority of the directors then in office,although less than a quorum, or the sole remaining director, and shall not be filled by thestockholders; any director so chosen shall hold office until the next annual meeting ofstockholders, and until his or her successor shall be duly elected and shall qualify, unless soonerdisplaced.     EIGHTH: Any action required or permitted to be taken by the stockholders of theCorporation must be effected at a duly called annual or special meeting of such holders and may notbe effected by any consent in writing by such holders. Notwithstanding anything contained in thisCertificate of Incorporation to the contrary, the affirmative vote of the holders of at least 662/3% of the shares of the Corporation’s stock issued and outstanding shall be required to alter,amend, adopt any provision inconsistent with or repeal this Article Eighth.     NINTH: The Board of Directors is hereby expressly authorized to adopt, amend or repealthe by-laws of the Corporation or adopt new by-laws, without any action on the part of thestockholders, by the vote of a majority of the directors; provided, however, that no such adoption,amendment, or repeal shall be valid with respect to by-law provisions which have been adopted,amended, or repealed by the stockholders; and further provided, that by-laws adopted or amended bythe Directors and any powers thereby conferred may be amended, altered, or repealed by thestockholders. Notwithstanding the foregoing and anything in this Certificate of Incorporation tothe contrary, Article II Section 1, Article II Section 4, Article II Section 12, Article IIISection 6, Article III Section 7, Article III Section 12 and Article IX of the by-laws shall not beamended, repealed, altered or added to by the stockholders, and no provision inconsistent therewithshall be adopted by the stockholders without the affirmative vote of the holders of at least 662/3% of the Corporation’s voting stock issued and outstanding. Notwithstanding anything containedin this Certificate of Incorporation to the contrary, the affirmative vote of the holders of atleast 66 2/3% of the Corporation’s voting stock issued and outstanding shall be required to alter,amend, adopt any provision inconsistent with or repeal this Article Ninth.     TENTH: A director of the corporation shall not be personally liable to the corporationor its stockholders for monetary damages for breach of fiduciary duty as a director, except forsuch liability as is expressly not subject to limitation under the General Corporation Law of theState of Delaware, as the same exists or may hereafter be amended to further limit or eliminatesuch liability. Moreover, the corporation shall, to the fullest extent permitted by law, indemnifyany and all officers and directors of the corporation, and may, to the fullest extent permitted bylaw or to such lesser extent as is determined in the discretion of the Board of Directors,indemnify any and all other persons whom it shall have power to indemnify, from and against allexpenses, liabilities or other matters arising out of their status as such or their acts, omissionsor services rendered in such capacities. The corporation shall have the power to purchase andmaintain insurance on behalf of any person who is or was a director, officer, employee or agent ofthe corporation, or is or was serving at the request of the corporation as a director, officer,employee or agent
 

 
of another corporation, partnership, joint venture, trust or other enterprise against any liabilityasserted against him and incurred by him in any such capacity, or arising out of his status assuch, whether or not the corporation would have the power to indemnify him against such liability.     ELEVENTH: The corporation shall have the right, subject to any express provisions orrestrictions contained in the Certificate of Incorporation or by-laws of the corporation, from timeto time, to amend the Certificate of incorporation or any provision thereof in any manner now orhereafter provided by law, and all rights and powers of any kind conferred upon a director orstockholder of the corporation by this Certificate of Incorporation or any amendment thereof areconferred subject to such right.     I, the undersigned, being Vice President and Assistant Secretary of the Corporation,do execute and file this Restated Certificate of Incorporation, having been so authorized byresolution of the corporation’s Board of Directors dated January 31, 2006.   /s/ THOMAS H. WELCH, JR.   Thomas H. Welch, Jr.