SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 2)

3PAR INC.

(Name of Subject Company (Issuer))

DELL TRINITY HOLDINGS CORP.

(Offeror)

an indirect, wholly-owned subsidiary of

DELL INC.

(Parent of Offeror)

(Names of Filing Persons (identifying status as offeror, issuer or other person))

Common Stock, $0.001 par value per share

(Title of Class of Securities)

88580F 10 9

(CUSIP Number of Class of Securities)

Lawrence P. Tu

Senior Vice President and General Counsel

One Dell Way

Round Rock, Texas 78682

Phone (512) 338-4400

(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)

Copies to:

Jeffrey J. Rosen

Debevoise & Plimpton LLP

919 Third Avenue

New York, New York 10022

(212) 909-6000

CALCULATION OF FILING FEE

Transaction Valuation(1)	Amount of Filing Fee(2)
$1,936,725,558	$138,088.53

(1)	Estimated for purposes of calculating the filing fee only. This amount is the sum of (i) 63,128,839 outstanding shares of 3PAR common stock and 1,123,294 outstanding restricted stock units by $27.00 per share, which is the offer price, plus (ii) $201,917,967, which is the intrinsic value of the outstanding options (i.e., the excess of $27.00 over the per share exercise price).
(2)	The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934 and Fee Rate Advisory #4 for fiscal year 2010, issued December 17, 2009, by multiplying the transaction value by .00007130.

þ   Check the box if any part of the fee is offset as provided by Rule 0-11 (a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

Amount Previously Paid:	$123,690.38	Filing Party:	Dell Inc.
			Dell Trinity Holdings Corp.
Form of Registration No.:	Schedule TO-T	Date Filed:	August 23, 2010
	Schedule TO-T/A		August 26, 2010

o   Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

þ Third-party tender offer subject to Rule 14d-1.

o Issuer tender offer subject to Rule 13e-4.

o Going-private transaction subject to Rule 13e-3.

o Amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer.  o

TABLE OF CONTENTS

Item 1.	Summary Term Sheet	3
Item 2.	Subject Company Information	3
Item 4.	Terms of the Transaction	3
Item 5.	Past Contacts, Transactions, Negotiations and Agreements	3
Item 12.	Exhibits	3
SIGNATURE		4
EX-99.A.1.K
EX-99.A.1.L
EX-99.A.1.M
EX-99.A.1.N
EX-99.A.1.O
EX-99.A.5.D
EX-99.D.33

2

This Amendment No. 2 to the Tender Offer Statement on Schedule TO (this “Amendment No. 2”) amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on August 23, 2010 (together with any amendments and supplements thereto, the “Schedule TO”) by (i) Dell Trinity Holdings Corp., a Delaware corporation (the “Purchaser”) and an indirect, wholly-owned subsidiary of Dell Inc., a Delaware corporation (“Dell”), and (ii) Dell. This Amendment No. 2 amends and supplements the Schedule TO to, among other things, increase the offer price to $27.00 per Share, net to the seller in cash, without interest thereon and subject to reduction for any federal back-up withholding or other taxes. All capitalized terms used in this Amendment No. 2 and not otherwise defined have the respective meanings ascribed to them in the Offer to Purchase, dated August 23, 2010 (together with any amendments and supplements thereto, the “Offer to Purchase”) and in the related Letter of Transmittal, as amended or supplemented from time to time.

The information set forth in the Offer to Purchase, including Schedule I thereto, is hereby incorporated by reference in answer to Items 1 through 13 of this Amendment No. 2, and is amended and supplemented by the information specifically provided in the Amended and Restated Amendment and Supplement to the Offer to Purchase filed herewith as Exhibit (a)(1)(K) (the “Amended and Restated Supplement”).

The items of Schedule TO set forth below are hereby amended and supplemented as follows:

Item 1.   Summary Term Sheet.

The information set forth in the section of the Amended and Restated Supplement entitled “Summary Term Sheet” is incorporated herein by reference.

Item 2.   Subject Company Information.

The information set forth in the section of the Amended and Restated Supplement entitled “Price Range of Shares; Dividends” is incorporated herein by reference.

Item 4.   Terms of the Transaction.

(a) The information set forth in the sections of the Amended and Restated Supplement entitled “Summary Term Sheet,” “Introduction,” “Terms of the Offer” and “Procedures for Accepting the Offer and Tendering Shares” is incorporated herein by reference.

Item 5.   Past Contacts, Transactions, Negotiations and Agreements.

(b) The information set forth in the sections of the Amended and Restated Supplement entitled “Summary Term Sheet,” “Introduction,” “Background of the Offer,” “The Transaction Agreements — The Merger Agreement ‘” and “The Transaction Agreements — The Employment Arrangements” is incorporated herein by reference.

Item 12.   Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented to add the following exhibits:

(a)(1)(K)	Amended and Restated Amendment and Supplement to the Offer to Purchase, dated August 27, 2010.
(a)(1)(L)	Form of Revised Letter of Transmittal.
(a)(1)(M)	Form of Revised Notice of Guaranteed Delivery.
(a)(1)(N)	Form of Revised Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(O)	Form of Revised Letter to Clients.
(a)(5)(D)	Press Release issued by Dell on August 27, 2010.
(d)(33)	Amendment No. 2 to the Agreement and Plan of Merger, dated as of August 26, 2010, between Dell Inc., Dell Trinity Holdings Corp. and 3PAR Inc.

3

SIGNATURE

After due inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

DELL INC.

By:  /s/  Janet B. Wright

Name:   Janet B. Wright

Title:     Assistant Secretary

DELL TRINITY HOLDINGS CORP.

By:  /s/  Janet B. Wright

Name:   Janet B. Wright

Title:     Vice President and Assistant Secretary

Date: August 27, 2010

4

Exhibit	Exhibit Name
(a)(1)(A)	Offer to Purchase dated August 23, 2010 incorporated herein by reference to the Schedule TO filed by Dell Inc. on August 23, 2010.
(a)(1)(B)	Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number (TIN) on Substitute Form W-9) incorporated herein by reference to the Schedule TO filed by Dell Inc. on August 23, 2010.
(a)(1)(C)	Notice of Guaranteed Delivery incorporated herein by reference to the Schedule TO filed by Dell Inc. on August 23, 2010.
(a)(1)(D)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees incorporated herein by reference to the Schedule TO filed by Dell Inc. on August 23, 2010.
(a)(1)(E)	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees incorporated herein by reference to the Schedule TO filed by Dell Inc. on August 23, 2010.
(a)(1)(F)	Amendment and Supplement to the Offer to Purchase, dated August 26, 2010 incorporated herein by reference to Amendment No. 1 to Schedule TO filed by Dell Inc. on August 26, 2010.
(a)(1)(G)	Form of Revised Letter of Transmittal incorporated herein by reference to Amendment No. 1 to Schedule TO filed by Dell Inc. on August 26, 2010.
(a)(1)(H)	Form of Revised Notice of Guaranteed Delivery incorporated herein by reference to Amendment No. 1 to Schedule TO filed by Dell Inc. on August 26, 2010.
(a)(1)(I)	Form of Revised Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees incorporated herein by reference to Amendment No. 1 to Schedule TO filed by Dell Inc. on August 26, 2010.
(a)(1)(J)	Form of Revised Letter to Clients incorporated herein by reference to Amendment No. 1 to Schedule TO filed by Dell Inc. on August 26, 2010.
(a)(1)(K)	Amended and Restated Amendment and Supplement to the Offer to Purchase, dated August 27, 2010.*
(a)(1)(L)	Form of Revised Letter of Transmittal.*
(a)(1)(M)	Form of Revised Notice of Guaranteed Delivery.*
(a)(1)(N)	Form of Revised Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(O)	Form of Revised Letter to Clients.*
(a)(5)(A)	Joint Press Release issued by Dell Inc. and 3PAR Inc. on August 16, 2010, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Dell Inc. on August 16, 2010.
(a)(5)(B)	Form of Summary Advertisement as published on August 23, 2010 in The Wall Street Journal incorporated herein by reference to the Schedule TO filed by Dell on August 23, 2010.
(a)(5)(C)	Press Release issued by Dell on August 26, 2010 incorporated herein by reference to Amendment No. 1 to Schedule TO filed by Dell Inc. on August 26, 2010.
(a)(5)(D)	Press Release issued by Dell on August 27, 2010.
(b)(1)	Issuing and Paying Agency Agreement incorporated herein by reference to the Schedule TO filed by Dell Inc. on August 23, 2010.
(b)(2)	Form of Commercial Paper Dealer Agreement incorporated herein by reference to the Schedule TO filed by Dell Inc. on August 23, 2010.
(d)(1)	Agreement and Plan of Merger, dated as of August 15, 2010, by and among Dell Inc., Dell Trinity Holdings Corp. and 3PAR Inc., incorporated herein by reference to Exhibit 4.1 to the Schedule 13D filed by Dell Inc. on August 20, 2010.
(d)(2)	Tender and Voting Agreement, dated as of August 15, 2010, by and among Dell Inc., Dell Trinity Holdings Corp. and the Persons listed on Schedule I thereto, incorporated herein by reference to Exhibit 4.2 to the Schedule 13D filed by Dell Inc. on August 20, 2010.
(d)(3)	Confidentiality Agreement, dated as of July 17, 2010, by and between 3PAR Inc. and Dell Inc. incorporated herein by reference to the Schedule TO filed by Dell Inc. on August 23, 2010.

5

Exhibit	Exhibit Name
(d)(4)	Offer letter between Dell Inc. and Steve Crimi, dated August 12, 2010 incorporated herein by reference to the Schedule TO filed by Dell Inc. on August 23, 2010.
(d)(5)	Offer letter between Dell Inc. and Randy Gast, dated August 12, 2010 incorporated herein by reference to the Schedule TO filed by Dell Inc. on August 23, 2010.
(d)(6)	Offer letter between Dell Inc. and Adriel Lares, dated August 10, 2010 incorporated herein by reference to the Schedule TO filed by Dell Inc. on August 23, 2010.
(d)(7)	Offer letter between Dell Inc. and Craig Nunes, dated August 12, 2010 incorporated herein by reference to the Schedule TO filed by Dell Inc. on August 23, 2010.
(d)(8)	Offer letter between Dell Inc. and Jeff Price, dated August 12, 2010 incorporated herein by reference to the Schedule TO filed by Dell Inc. on August 23, 2010.
(d)(9)	Offer letter between Dell Inc. and Jeanette Robinson, dated August 10, 2010 incorporated herein by reference to the Schedule TO filed by Dell Inc. on August 23, 2010.
(d)(10)	Offer letter between Dell Inc. and David Scott, dated August 10, 2010 incorporated herein by reference to the Schedule TO filed by Dell Inc. on August 23, 2010.
(d)(11)	Offer letter between Dell Inc. and Alastair Short, dated August 12, 2010 incorporated herein by reference to the Schedule TO filed by Dell Inc. on August 23, 2010.
(d)(12)	Offer letter between Dell Inc. and Ashok Singhal, dated August 12, 2010 incorporated herein by reference to the Schedule TO filed by Dell Inc. on August 23, 2010.
(d)(13)	Offer letter between Dell Inc. and Peter Slocum, dated August 12, 2010 incorporated herein by reference to the Schedule TO filed by Dell Inc. on August 23, 2010.
(d)(14)	Offer letter between Dell Inc. and Rusty Walther, dated August 12, 2010 incorporated herein by reference to the Schedule TO filed by Dell Inc. on August 23, 2010.
(d)(15)	Offer letter between Dell Inc. and Randall Weigel, dated August 12, 2010 incorporated herein by reference to the Schedule TO filed by Dell Inc. on August 23, 2010.
(d)(16)	Dell Inc. Form of Employment Agreement incorporated herein by reference to the Schedule TO filed by Dell Inc. on August 23, 2010.
(d)(17)	Amendment, Assumption and Acknowledgement Agreement among Dell Inc., Dell Trinity Holdings Corp. and Steve Crimi, dated August 13, 2010 incorporated herein by reference to the Schedule TO filed by Dell Inc. on August 23, 2010.
(d)(18)	Amendment, Assumption and Acknowledgement Agreement among Dell Inc., Dell Trinity Holdings Corp. and Randy Gast, dated August 13, 2010 incorporated herein by reference to the Schedule TO filed by Dell Inc. on August 23, 2010.
(d)(19)	Amendment, Assumption and Acknowledgement Agreement among Dell Inc., Dell Trinity Holdings Corp. and Adriel Lares, dated August 13, 2010 incorporated herein by reference to the Schedule TO filed by Dell Inc. on August 23, 2010.
(d)(20)	Amendment, Assumption and Acknowledgement Agreement among Dell Inc., Dell Trinity Holdings Corp. and Craig Nunes, dated August 13, 2010 incorporated herein by reference to the Schedule TO filed by Dell Inc. on August 23, 2010.
(d)(21)	Amendment, Assumption and Acknowledgement Agreement among Dell Inc., Dell Trinity Holdings Corp. and Jeff Price, dated August 13, 2010 incorporated herein by reference to the Schedule TO filed by Dell Inc. on August 23, 2010.
(d)(22)	Amendment, Assumption and Acknowledgement Agreement among Dell Inc., Dell Trinity Holdings Corp. and Jeanette Robinson, dated August 13, 2010 incorporated herein by reference to the Schedule TO filed by Dell Inc. on August 23, 2010.
(d)(23)	Amendment, Assumption and Acknowledgement Agreement among Dell Inc., Dell Trinity Holdings Corp. and David Scott, dated August 14, 2010 incorporated herein by reference to the Schedule TO filed by Dell Inc. on August 23, 2010.
(d)(24)	Amendment, Assumption and Acknowledgement Agreement among Dell Inc., Dell Trinity Holdings Corp. and Alastair Short, dated August 13, 2010 incorporated herein by reference to the Schedule TO filed by Dell Inc. on August 23, 2010.

6

Exhibit	Exhibit Name
(d)(25)	Amendment, Assumption and Acknowledgement Agreement among Dell Inc., Dell Trinity Holdings Corp. and Ashok Singhal, dated August 13, 2010 incorporated herein by reference to the Schedule TO filed by Dell Inc. on August 23, 2010.
(d)(26)	Amendment, Assumption and Acknowledgement Agreement among Dell Inc., Dell Trinity Holdings Corp. and Peter Slocum, dated August 13, 2010 incorporated herein by reference to the Schedule TO filed by Dell Inc. on August 23, 2010.
(d)(27)	Amendment, Assumption and Acknowledgement Agreement among Dell Inc., Dell Trinity Holdings Corp. and Rusty Walther, dated August 13, 2010 incorporated herein by reference to the Schedule TO filed by Dell Inc. on August 23, 2010.
(d)(28)	Amendment, Assumption and Acknowledgement Agreement among Dell Inc., Dell Trinity Holdings Corp. and Randall Weigel, dated August 13, 2010 incorporated herein by reference to the Schedule TO filed by Dell Inc. on August 23, 2010.
(d)(29)	Form of Restricted Stock Unit Agreement under the Dell Inc. Amended and Restated 2002 Long-Term Incentive Plan incorporated herein by reference to the Schedule TO filed by Dell Inc. on August 23, 2010.
(d)(30)	Long-Term Cash Award Agreement between Dell Inc. and Randall Weigel, dated August 13, 2010 incorporated herein by reference to the Schedule TO filed by Dell Inc. on August 23, 2010.
(d)(31)	Exclusivity Agreement, dated as of August 1, 2010, between Dell Inc. and 3PAR Inc. incorporated herein by reference to the Schedule TO filed by Dell Inc. on August 23, 2010.
(d)(32)	Amendment to the Agreement and Plan of Merger, dated as of August 26, 2010, between Dell Inc., Dell Trinity Holdings Corp. and 3PAR Inc incorporated herein by reference to Amendment No. 1 to Schedule TO filed by Dell Inc. on August 26, 2010.
(d)(33)	Amendment No. 2 to the Agreement and Plan of Merger, dated as of August 26, 2010, between Dell Inc., Dell Trinity Holdings Corp. and 3PAR Inc.
(g)	Not applicable.
(h)	Not applicable.

* Included in any mailing to stockholders in connection with this Amendment No. 2 to the Schedule TO filed by Dell Inc. on August 27, 2010.

7

EX-99.A.1.K

Exhibit (a)(1)(K)

AMENDED AND RESTATED
AMENDMENT AND SUPPLEMENT

to the

OFFER TO PURCHASE FOR CASH

All Outstanding Shares of Common Stock
of
3PAR INC.
at
$27.00 Net Per Share
by
DELL TRINITY HOLDINGS CORP.
an indirect, wholly-owned subsidiary of
DELL INC.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, SEPTEMBER 20, 2010, UNLESS THE OFFER IS EXTENDED.

Dell Trinity Holdings Corp., a Delaware corporation (the “Purchaser”) and an indirect, wholly-owned subsidiary of Dell Inc., a Delaware corporation (“Dell”), is offering to purchase all of the outstanding shares of Common Stock, par value $0.001 per share (the “Shares”), of 3PAR Inc., a Delaware corporation (“3PAR”), at a purchase price of $27.00 per Share, net to the seller in cash (the “Offer Price”), without interest thereon and subject to reduction for any federal back-up withholding or other taxes, upon the terms and subject to the conditions set forth in the (i) Offer to Purchase dated August 23, 2010 (the “Offer to Purchase”) and this Amended and Restated Amendment and Supplement to the Offer to Purchase (this “Amended and Restated Supplement”) which amends and restates in its entirety the Amendment and Supplement to the Offer to Purchase dated August 26, 2010 and (ii) related (blue) letter of transmittal that accompanied the Offer to Purchase or related (green) revised letter of transmittal that is accompanying this Amended and Restated Supplement (either, the “Letter of Transmittal”) (which, together with the Offer to Purchase and this Amended and Restated Supplement, each as may be amended or supplemented from time to time, collectively constitute the “Offer”).

The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of August 15, 2010, as amended by the Amendment to the Agreement and Plan of Merger, dated as of August 26, 2010 (the “First Merger Agreement Amendment”), and as amended by the Amendment No. 2 to the Agreement and Plan of Merger, dated as of August 26, 2010 (“Second Merger Agreement Amendment”) (as it may be further amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Dell, the Purchaser and 3PAR. The 3PAR Board of Directors has (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, are advisable and in the best interests of and are fair to 3PAR and 3PAR’s stockholders and (ii) approved and authorized the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger. The 3PAR Board of Directors recommends that 3PAR’s stockholders accept the Offer, tender their Shares pursuant to the Offer and (to the extent necessary) adopt the Merger Agreement.

This Amended and Restated Supplement, the Offer to Purchase and the related Letter of Transmittal contain important information that should be read carefully before deciding whether to tender your Shares in the Offer.

August 27, 2010

IMPORTANT

If you wish to tender all or a portion of your Shares in the Offer, you must either (i) complete and sign either the original (blue) or revised (green) Letter of Transmittal (or a facsimile thereof) in accordance with the instructions in such Letter of Transmittal and mail or deliver the Letter of Transmittal and all other required documents to BNY Mellon Shareowner Services, which is the depositary for the offer (the “Depositary”), together with certificates representing the Shares tendered or follow the procedure for book-entry transfer set forth in Section 3 — “Procedures for Accepting the Offer and Tendering Shares” of the Offer to Purchase and as amended and supplemented by this Amended and Restated Supplement or (ii) request your broker, dealer, commercial bank, trust company or other nominee to effect the transaction for you. If you hold Shares in the name of a broker, dealer, commercial bank, trust company or other nominee, you must contact that institution in order to tender your Shares.

If you wish to tender Shares and cannot deliver certificates representing such Shares and all other required documents to the Depositary on or prior to the Expiration Date or you cannot comply with the procedures for book-entry transfer on a timely basis, you may tender your Shares by following the guaranteed delivery procedures described in Section 3 — “Procedures for Accepting the Offer and Tendering Shares” of the Offer to Purchase and as amended and supplemented by this Amended and Restated Supplement.

Although the original (blue) Letter of Transmittal and the original Notice of Guaranteed Delivery previously circulated with the Offer to Purchase refer only to the Offer to Purchase and not this Amended and Restated Supplement, stockholders using such documents to tender their Shares will nevertheless be deemed to be tendering pursuant to the Offer and will receive the increased Offer Price described in this Amended and Restated Supplement. Shares previously validly tendered and not withdrawn constitute valid tenders for purposes of the Offer and stockholders are not required to take any further action with respect to such tendered Shares in order to receive the increased Offer Price of $27.00 per Share.

Questions and requests for assistance should be directed to D.F. King & Co., Inc., which is the information agent for the Offer (the “Information Agent”) at the address and telephone numbers set forth on the back cover of the Offer to Purchase and this Amended and Restated Supplement. Additional copies of this Amended and Restated Supplement and the Offer to Purchase, the related Letter of Transmittal, the related Notice of Guaranteed Delivery and any other materials related to the Offer may also be obtained at our expense from the Information Agent. Additionally, copies of this Amended and Restated Supplement and the Offer to Purchase, the related Letter of Transmittal, the related Notice of Guaranteed Delivery and any other materials related to the Offer may be found at http://www.sec.gov.

This Amended and Restated Supplement should be read in conjunction with the Offer to Purchase. Except as otherwise set forth in this Amended and Restated Supplement and related revised (green) Letter of Transmittal, the terms and conditions previously set forth in the Offer to Purchase and the related (blue) Letter of Transmittal remain applicable in all respects to the Offer. Unless the context requires otherwise, all capitalized terms used but not defined in this Amended and Restated Supplement have the meanings ascribed to them in the Offer to Purchase.

TABLE OF CONTENTS

1.	Terms of the Offer	1
2.	Procedures for Accepting the Offer and Tendering Shares	2
3.	Price Range of Shares; Dividends	2
4.	Source and Amount of Funds	3
5.	Background of the Offer	3
6.	The Transaction Agreements — The Merger Agreement	5
7.	The Transaction Agreements — Employment Arrangements	5
8.	Miscellaneous	6

SUMMARY TERM SHEET

Pursuant to the Agreement and Plan of Merger, dated as of August 15, 2010, as amended by the Amendment to the Agreement and Plan of Merger, dated as of August 26, 2010 (the “First Merger Agreement Amendment”), and as amended by the Amendment No. 2 to the Agreement and Plan of Merger, dated as of August 26, 2010 (the “Second Merger Agreement Amendment”) (as it may be further amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Dell Inc., a Delaware corporation, Dell Trinity Holdings Corp., a Delaware corporation and an indirect, wholly-owned subsidiary of Dell, and 3PAR Inc., a Delaware corporation, the Purchaser is amending its offer to purchase all of the outstanding Shares of 3PAR’s Common Stock to increase the offer price to $27.00 per Share, net to the seller in cash, without interest thereon and subject to reduction for any federal back-up withholding or other taxes. We refer to this amount as the “Offer Price.”

Unless the context indicates otherwise, in this Amended and Restated Supplement, we use the terms “us,” “we” and “our” to refer to Dell Trinity Holdings Corp. and, where appropriate, Dell Inc. We use the term “Dell” to refer to Dell Inc. alone, or where appropriate, to Dell and its subsidiaries other than Dell Trinity Holdings Corp., the term “Purchaser” to refer to Dell Trinity Holdings Corp. alone, and the terms “3PAR” or the “Company” to refer to 3PAR Inc.

The following are some of the questions you, as a stockholder of 3PAR, may have about the amendments and answers to those questions. We urge you to read carefully the remainder of this Amended and Restated Supplement, the Offer to Purchase dated August 23, 2010, and the accompanying revised (green) Letter of Transmittal in their entirety because the information in this Summary Term Sheet is not complete and additional important information is contained therein. The following Summary Term Sheet amends and supplements the section entitled “Summary Term Sheet” in the Offer to Purchase.

How have you amended the Offer?

On August 26, 2010, Purchaser, Dell and 3PAR entered into the First Merger Agreement Amendment. Pursuant to the First Merger Agreement Amendment, we amended our Offer to increase the Offer Price from $18.00 per Share to $24.30 per Share, net to the seller in cash, without interest thereon and subject to reduction for any federal back-up withholding or other taxes.

Later on August 26, 2010, Purchaser, Dell and 3PAR entered into the Second Merger Agreement Amendment. Pursuant to the Second Merger Agreement Amendment, we are amending our Offer to increase the Offer Price from $24.30 per Share to $27.00 per Share, net to the seller in cash, without interest thereon and subject to reduction for any federal back-up withholding or other taxes.

If I already tendered my Shares in the original offer, do I have to do anything new?

No. 3PAR stockholders do not have to take any action regarding any Shares previously validly tendered and not withdrawn. If the Offer is completed, these Shares will be accepted for payment and such stockholder will receive the increased Offer Price of $27.00 per Share, net to the seller in cash, without interest thereon and subject to reduction for any federal back-up withholding or other taxes.

Does 3PAR’s Board of Directors recommend that I tender my Shares in connection with the amended Offer?

Yes. The 3PAR Board of Directors has (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, are advisable and in the best interests of and are fair to 3PAR and 3PAR’s stockholders and (ii) approved and authorized the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger. The 3PAR Board of Directors recommends that 3PAR’s stockholders accept the Offer, tender their Shares pursuant to the Offer and (to the extent necessary) adopt the Merger Agreement.

Has the expiration date of the Offer been changed?

No. The expiration date of the amended Offer remains at 12:00 midnight, New York City time, on Monday, September 20, 2010, unless the Offer is extended in accordance with the Merger Agreement.

Whom should I call if I have questions about the Offer?

You may call D.F. King & Co., Inc., which is the information agent for the Offer (the “Information Agent”) at the telephone numbers set forth on the back cover of this Amended and Restated Supplement or the Offer to Purchase for additional information.

S-i

To the Holders of Shares of

Common Stock of 3PAR Inc.:

INTRODUCTION

The following information (this “Amended and Restated Supplement”) amends and restates in its entirety the Amendment and Supplement to the Offer to Purchase dated August 26, 2010 and amends and supplements the Offer to Purchase dated August 23, 2010 (as it may be further amended or supplemented from time to time, the “Offer to Purchase”), of Dell Trinity Holdings Corp., a Delaware corporation (the “Purchaser”) and an indirect, wholly-owned subsidiary of Dell Inc., a Delaware corporation (“Dell”) pursuant to which Purchaser is offering to purchase for cash all outstanding shares of Common Stock, par value $0.001 per share (the “Shares”), of 3PAR Inc., a Delaware corporation (“3PAR” or the “Company”), at a price of $27.00 per Share, net to the seller in cash (the “Offer Price”), without interest thereon and subject to reduction for any federal back-up withholding or other taxes, upon the terms and subject to the conditions set forth in this Amended and Restated Supplement and the related revised (green) Letter of Transmittal and the Offer to Purchase and the related original (blue) Letter of Transmittal (which, together with the Offer to Purchase and Amended and Restated Supplement, as each may be amended or supplemented from time to time, collectively constitute the “Offer”). Capitalized terms used and not otherwise defined herein shall have the same meanings assigned to such terms in the Offer to Purchase.

This Amended and Restated Supplement should be read in conjunction with the Offer to Purchase. Except as otherwise set forth in this Amended and Restated Supplement and the related revised (green) Letter of Transmittal, the terms and conditions previously set forth in the Offer to Purchase and related (blue) Letter of Transmittal remain applicable in all respects to the Offer.

Procedures for tendering Shares are set forth in Section 3 of the Offer to Purchase, as supplemented by Section 2 of this Amended and Restated Supplement. Tendering stockholders may continue to use the original (blue) Letter of Transmittal and the original Notice of Guaranteed Delivery previously circulated with the Offer to Purchase, or they may use the revised (green) Letter of Transmittal and the revised Notice of Guaranteed Delivery circulated with this Amended and Restated Supplement.

SHARES PREVIOUSLY VALIDLY TENDERED PURSUANT TO THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL AND NOT WITHDRAWN CONSTITUTE VALID TENDERS FOR PURPOSES OF THE OFFER. STOCKHOLDERS WHO HAVE VALIDLY TENDERED AND NOT WITHDRAWN THEIR SHARES ARE NOT REQUIRED TO TAKE ANY FURTHER ACTION WITH RESPECT TO SUCH SHARES IN ORDER TO RECEIVE THE INCREASED OFFER PRICE OF $27.00 PER SHARE IF SHARES ARE ACCEPTED FOR PAYMENT AND PAID FOR BY THE PURCHASER PURSUANT TO THE OFFER, EXCEPT AS MAY BE REQUIRED BY THE GUARANTEED DELIVERY PROCEDURE IF SUCH PROCEDURE WAS UTILIZED.

This Amended and Restated Supplement, the Offer to Purchase and the related Letter of Transmittal contain important information that should be read carefully before any decision is made with respect to the Offer.

THE TENDER OFFER

1.   Terms of the Offer.

Section 1 of the Offer to Purchase is hereby amended and supplemented as follows:

The Purchaser has increased the price per Share to be paid in the Offer to $27.00 per Share, net to the seller in cash, without interest thereon and subject to reduction for any federal back-up withholding or other taxes, from the original offer price of $18.00 per Share.

1

Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of such extension or amendment), we will accept for payment and pay for all Shares (including Shares validly tendered and not withdrawn prior to the date of this Supplement) validly tendered prior to the Expiration Date and not properly withdrawn as set forth under Section 4 — “Withdrawal Rights” of the Offer to Purchase.

2.   Procedures for Accepting the Offer and Tendering Shares.

Section 3 of the Offer to Purchase is hereby amended and supplemented as follows:

Stockholders tendering their Shares may continue to use (i) the original (blue) Letter of Transmittal previously circulated with the Offer to Purchase or (ii) the revised (green) Letter of Transmittal circulated with this Amended and Restated Supplement. Stockholders tendering their Shares according to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase may do so using (i) the Notice of Guaranteed Delivery previously circulated with the Offer to Purchase or (ii) the revised Notice of Guaranteed Delivery circulated with this Amended and Restated Supplement.

Although the original (blue) Letter of Transmittal and original Notice of Guaranteed Delivery previously circulated refer only to the Offer to Purchase (and an offer price of $18.00 per Share), stockholders using such Letter of Transmittal and Notice of Guaranteed Delivery to tender their Shares will nevertheless be deemed to be tendering pursuant to the Offer and will receive the increased Offer Price of $27.00 per Share, net to the seller in cash, without interest thereon and subject to reduction for any federal back-up withholding or other taxes, for each Share validly tendered and not properly withdrawn pursuant to the Offer, subject to the terms and conditions of the Offer.

Shares previously validly tendered pursuant to the original (blue) Letters of Transmittal previously circulated with the Offer to Purchase and not withdrawn constitute valid tenders for purposes of the Offer. Stockholders who have validly tendered and not withdrawn their Shares are not required to take any further action with respect to such Shares in order to receive the increased Offer Price of $27.00 per Share if Shares are accepted for payment and paid for by Purchaser pursuant to the Offer, except as may be required by the guaranteed delivery procedure if such procedure was utilized.

3.   Price Range of Shares; Dividends.

Section 6 of the Offer to Purchase is hereby amended and supplemented as follows:

The following table sets forth for the indicated periods the high and low intra-day prices of the Shares as reported by the NYSE:

	Common Stock
	Price
Fiscal Period	High		Low
Fiscal Year ending March 31, 2011
First Quarter:	$	11.00	$	8.65
Second Quarter (through August 26, 2010):	$	27.49	$	9.02

On August 13, 2010, the last full day of trading before the public announcement of the terms of the Offer and the Merger, the reported closing price of the Shares on the NYSE was $9.65 per Share. On August 20, 2010, the last full day of trading before the commencement of the Offer, the reported closing price of the Shares on the NYSE was $18.04 per Share. On August 25, 2010, the last full day of trading before the public announcement of the terms of the First Merger Agreement Amendment, the reported closing price of the Shares on the NYSE was $26.76 per Share. On August 26, 2010, the last full day of trading before the public announcement of the terms of the Second Merger Agreement Amendment, the reported closing price of the Shares on the NYSE was $26.03 per Share. Stockholders are urged to obtain current market quotations for the Shares.

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4.   Source and Amount of Funds.

Section 9 of the Offer to Purchase is hereby amended and supplemented as follows:

The Purchaser estimates that it will need approximately $1.71 billion to purchase all of the Shares pursuant to the Offer and the Merger and pay all related fees and expenses.

5.   Background of the Offer.

Section 10 of the Offer to Purchase is hereby amended and supplemented as follows:

On August 23, 2010, Hewlett-Packard Company (“HP”) announced an unsolicited proposal to acquire 3PAR for $24.00 per share in cash pursuant to a tender offer followed by a merger. Shane V. Robison, the Executive Vice President and Chief Strategy and Technology Officer of HP, sent a letter to David Scott, the President and Chief Executive Officer of 3PAR that same day regarding the proposed acquisition (the “HP Proposal”). Mr. Robison’s letter indicated that HP’s Proposal had been approved by the board of directors of HP, that it was not subject to any financing contingencies and that HP believed it could complete the transaction before the end of the calendar year. Mr. Robison’s letter also enclosed a proposed merger agreement between HP and 3PAR, which was substantially the same as the merger agreement between 3PAR and Dell except that it did not contain any termination or other break-up fee provisions.

Later the same day, Wilson Sonsini Goodrich & Rosati, P.C., legal adviser to 3PAR (“Wilson Sonsini”), sent a letter to Janet Wright, assistant secretary of Dell, notifying Dell of the HP Proposal. Among other things, the letter stated that 3PAR’s Board of Directors had determined in good faith, after consultation with Wilson Sonsini and Qatalyst Partners LP, financial adviser to 3PAR (“Qatalyst”), that the HP Proposal was reasonably likely to lead to a Superior Proposal (as defined in the Merger Agreement) and failure to engage in discussions with HP and to furnish HP with non-public information relating to 3PAR would be a breach of its fiduciary duties to the 3PAR stockholders.

On August 24, 2010, Michael S. Dell, the Chairman of the Board and Chief Executive Officer of Dell, and Mr. Scott had two telephone conferences on which they discussed integration planning and also the terms of the HP Proposal.

On August 25, 2010, representatives of Qatalyst contacted representatives of Credit Suisse Securities (USA) LLC, financial adviser to Dell (“Credit Suisse”), to notify Dell of the determinations made by the 3PAR Board of Directors at a special meeting of the 3PAR Board of Directors held on August 25, 2010 that the HP Proposal was a Superior Proposal under the Merger Agreement.

In response to this notification, representatives of Credit Suisse informed Qatalyst that Dell would be submitting momentarily a proposal to (i) increase the Offer Price (as that term is defined in the Merger Agreement) being offered by Dell in its Offer to acquire 3PAR Shares from $18.00 per Share to $24.30 per Share, and (ii) increase the Termination Fee (as that term is defined in the Merger Agreement) payable by 3PAR from $53.5 million to $72.0 million (which amount would represent 4.17% of the fully diluted equity value of the transaction). Following this conversation, Mr. Dell and Dave Johnson, the Senior Vice President of Corporate Strategy of Dell, separately contacted Mr. Scott to formally deliver Dell’s proposal. Dell subsequently delivered its proposal in writing, and representatives of Debevoise & Plimpton LLP, legal adviser to Dell (“Debevoise”), subsequently transmitted to representatives of Wilson Sonsini a draft amendment to the Merger Agreement reflecting Dell’s proposal (the “First Merger Agreement Amendment”).

On August 26, 2010, Mr. Scott contacted Mr. Dell to convey that the 3PAR Board of Directors (i) determined that, at a second special meeting of the 3PAR Board of Directors, Dell’s Offer (as amended by the First Merger Agreement Amendment) was in the best interests of 3PAR and its stockholders, and declared it advisable, to enter into the First Merger Agreement Amendment, (ii) approved the execution and delivery of the First Merger Agreement Amendment, and (iii) resolved to recommend that the holders of Shares accept the Offer (as amended by the First Merger Agreement Amendment), tender their Shares to Purchaser pursuant to the Offer (as amended by the First Merger Agreement Amendment) and, if required by the applicable provisions of Delaware law, adopt the Merger Agreement (as amended by the First Merger Agreement Amendment).

Dell, the Purchaser and 3PAR subsequently executed and delivered the First Merger Agreement Amendment on August 26, 2010. On August 26, 2010, before the U.S. stock markets opened, Dell announced the entry into the First

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Merger Agreement Amendment, a copy of which was filed as Exhibit (a)(5)(C) with Amendment No. 1 to Schedule TO by Dell Inc. and is incorporated herein by reference, and 3PAR separately announced the entry into the First Merger Agreement Amendment.

On August 26, 2010, HP announced a revised, unsolicited proposal to acquire 3PAR for $27.00 per share in cash pursuant to a tender offer followed by a merger (the “Revised HP Proposal”). Brian Humphries, the Senior Vice President, Strategy & Corporate Development of HP, sent a letter to Mr. Scott reflecting the revised acquisition proposal. Mr. Humphries’ letter indicated that HP’s revised acquisition proposal had been approved by the board of directors of HP. Mr. Humphries’ letter also enclosed a proposed merger agreement between HP and 3PAR and related tender and voting agreement, reflecting the revised acquisition proposal. The enclosed merger agreement, which was executed on behalf of HP and its merger subsidiary, was substantially the same as the merger agreement between 3PAR and Dell except that it did not contain any termination or other break-up fee provisions. Mr. Humphries’ letter also stipulated that, in order to accept HP’s agreement, 3PAR must, prior to 9:30 a.m. eastern time on Wednesday, September 1, 2010, (i) terminate 3PAR’s Merger Agreement with Dell and pay Dell the termination fee contemplated by such Merger Agreement (as amended by the First Merger Agreement Amendment) and (ii) deliver to HP the enclosed merger agreement and tender and voting agreement countersigned by all parties other than HP and its merger subsidiary.

In accordance with the Merger Agreement, 3PAR informed Dell that it had received the Revised HP Proposal promptly following receipt thereof, and enclosed a copy of Mr. Humphries’ letter and the enclosed merger agreement and tender and voting agreement.

Later on August 26, 2010, 3PAR notified Dell that the 3PAR Board of Directors determined (after consultation with Qatalyst and Wilson Sonsini), that (i) the Revised HP Proposal constitutes a Superior Proposal (as that term is defined in the Merger Agreement), (ii) subject to the terms of 3PAR’s Merger Agreement with Dell, 3PAR intends to participate and engage in discussions and negotiations with HP, and furnish HP with non-public information relating to 3PAR and access to the business, properties, assets, books, records and personnel of 3PAR and its subsidiaries, at least 24 hours from the delivery of such notice, and (iii) subject to the terms of 3PAR’s Merger Agreement with Dell, 3PAR intends to terminate its Merger Agreement with Dell, immediately following the expiration of the three business day period contemplated by, and the satisfaction of the other conditions set forth in, 3PAR’s Merger Agreement with Dell, in order to enter into the merger agreement with HP on the terms set forth in the Revised HP Proposal. Mr. Scott also notified Mr. Dell of the same determinations.

Later that evening, Mr. Dell telephoned Mr. Scott to notify him that Dell was proposing to increase the Offer Price (as that term is defined in the Merger Agreement) being offered by Dell in its Offer to acquire 3PAR Shares from $24.30 per share to $27.00 per share, but the Termination Fee (as that term is defined in the Merger Agreement) payable by 3PAR as a condition to terminating its Merger Agreement with Dell to accept a Superior Proposal (as that term is defined in the Merger Agreement) would remain unchanged at $72.0 million. In addition, Mr. Johnson telephoned Mr. Scott, and representatives of Credit Suisse contacted representatives of Qatalyst, to communicate the same message. Subsequently, representatives of Debevoise transmitted to representatives of Wilson Sonsini a draft amendment to the Merger Agreement reflecting Dell’s proposal to increase the Offer Price to $27.00 per share (“Second Merger Agreement Amendment”).

On August 26, 2010, Mr. Scott contacted Messrs. Dell and Johnson to convey the determination that the 3PAR Board of Directors had (i) determined that Dell’s revised proposal was in the best interests of 3PAR and its stockholders, and declared it advisable, to enter into the Second Merger Agreement Amendment, (ii) approved the execution and delivery of the Second Merger Agreement Amendment, and (iii) resolved to recommend that the holders of Shares accept the Offer (as amended by the First Merger Agreement Amendment and the Second Merger Agreement Amendment), tender their Shares to Purchaser pursuant to the Offer (as amended by the First Merger Agreement Amendment and the Second Merger Agreement Amendment) and, if required by the applicable provisions of Delaware law, adopt the Merger Agreement (as amended by the First Merger Agreement Amendment and the Second Merger Agreement Amendment).

Dell, Purchaser and 3PAR subsequently executed and delivered the Second Merger Agreement Amendment on August 26, 2010. On August 27, 2010, before the U.S. stock markets opened, Dell announced the entry into the Second Merger Agreement Amendment, a copy of which is filed herewith as Exhibit (a)(5)(D) and incorporated herein by reference, and 3PAR separately announced the entry into the Second Merger Agreement Amendment.

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6.   The Transaction Agreements — The Merger Agreement.

Section 11 of the Offer to Purchase is hereby amended and supplemented as follows:

In connection with the Merger Agreement as amended by the First Merger Agreement Amendment and the Second Merger Agreement Amendment:

(1) The offer price to be paid in the Offer, upon the terms and subject to the conditions set forth in the Merger Agreement, First Merger Agreement Amendment, the Second Merger Agreement Amendment, Offer to Purchase and related Letter of Transmittal, is increased from $18.00 per Share to $27.00 per Share, net to the seller in cash, without interest thereon and subject to reduction for any federal back-up withholding or other taxes; and

(2) The amount of the Termination Fee, pursuant to the First Merger Agreement Amendment, was increased from $53,500,000 to $72,000,000. The Termination Fee was not further increased pursuant to the Second Merger Agreement Amendment.

7.   The Transaction Agreements — Employment Arrangements.

The chart set forth in Section 11 of the Offer to Purchase under the heading “Employment Arrangements” and the subheading “Converted 3PAR Restricted Stock Units and 3PAR Stock Options” is hereby amended and supplemented to reflect the increase in the Offer Price to be paid in the Offer from $18.00 per Share to $27.00 per Share:

	Intrinsic Value
Name	($)
Steve Crimi		2,928,750
Randy Gast		2,708,200
Adriel Lares		4,140,615
Craig Nunes		3,160,322
Jeff Price		3,505,107
Jeanette Robinson		2,958,750
David Scott		9,572,466
Alastair Short		3,297,600
Ashok Singhal		3,556,957
Peter Slocum		4,102,800
Rusty Walther		4,096,800
Randall Weigel		4,431,794

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8.   Miscellaneous.

The discussion set forth in Section 19 of the Offer to Purchase is hereby amended and supplemented as follows:

Dell and the Purchaser have filed with the SEC an amended Tender Offer Statement on Schedule TO pursuant to rule 14d-3 under the Exchange Act, together with exhibits, furnishing certain additional information with respect to the Offer, and may file amendments thereto. In addition, 3PAR will file with the SEC an amended Schedule 14D-9, together with exhibits, pursuant to Rule 14d-9 under the Exchange Act, furnishing certain additional information relating to the recommendation of the 3PAR Board of Directors.

Except as modified by this Amended and Restated Supplement and any amendments to the Schedule TO, the terms and conditions set forth in the Offer to Purchase remain applicable in all respects to the Offer, and this Amended and Restated Supplement should be read in conjunction with the Offer to Purchase and the revised (green) Letter of Transmittal.

Dell Trinity Holdings Corp.

August 27, 2010

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	The Depositary for the Offer is
BNY MELLON SHAREOWNER SERVICES
If delivering by mail: BNY Mellon Shareowner Services Corporate Action Division P.O. Box 3301 South Hackensack, NJ 07606	By Overnight Courier: BNY Mellon Shareowner Services Corporate Action Division 27th Floor 480 Washington Blvd. Jersey City, NJ 07310	If delivering by hand or courier: BNY Mellon Shareowner Services Corporate Action Division 27th Floor 480 Washington Blvd. Jersey City, NJ 07310
	By Facsimile Transmission: (For Eligible Institutions Only) (201) 680-4626
	To Confirm Facsimile Transmissions: (201) 680-4860 (For Confirmation Only)

Questions or requests for assistance may be directed to the Information Agent at the address and telephone numbers listed below. Additional copies of the Offer to Purchase, this Amended and Restated Supplement, the related Letter of Transmittal and the related Notice of Guaranteed Delivery may also be obtained from the Information Agent. Stockholders may also contact their broker, dealer, commercial bank or trust company for assistance concerning the Offer.

The Information Agent for the Offer is:

D.F. King & Co., Inc.
48 Wall Street
New York, NY 10005
Banks and Brokers call collect: (212) 269-5550
All others call toll-free: (800) 769-4414
Email: 3Par@dfking.com

EX-99.A.1.L

Exhibit (a)(1)(L)

LETTER OF TRANSMITTAL
To Tender Shares of Common Stock
of
3PAR INC.
at
$27.00 Net Per Share
Pursuant to the Offer to Purchase
dated August 23, 2010
and
Amended and Restated Amendment and Supplement to the
Offer to Purchase
dated August 27, 2010
by
DELL TRINITY HOLDINGS CORP.
an indirect, wholly-owned subsidiary of
DELL INC.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, SEPTEMBER 20, 2010, UNLESS THE OFFER IS EXTENDED.

Deliver or transmit this (green) revised Letter of Transmittal by mail, hand delivery or courier, together with the
certificate(s) representing your shares of Common Stock, if any, to the Depositary for the Offer:

BNY MELLON SHAREOWNER SERVICES

If delivering by mail:	By Overnight Courier:	If delivering by hand or courier:
BNY Mellon Shareowner Services	BNY Mellon Shareowner Services	BNY Mellon Shareowner Services
Corporate Action Division	Corporate Action Division	Corporate Action Division
P.O. Box 3301	27th Floor	27th Floor
South Hackensack, NJ 07606	480 Washington Blvd.	480 Washington Blvd.
	Jersey City, NJ 07310	Jersey City, NJ 07310

By Facsimile Transmission:

(For Eligible Institutions Only)

(201) 680-4626

To Confirm Facsimile Transmissions:

(201) 680-4860

(For Confirmation Only)

DELIVERY OF THIS (GREEN) REVISED LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY. YOU MUST SIGN THIS (GREEN) REVISED LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE PROVIDED BELOW, WITH SIGNATURE GUARANTEE IF REQUIRED, AND COMPLETE THE SUBSTITUTE FORM W-9 SET FORTH BELOW, IF REQUIRED. THE INSTRUCTIONS SET FORTH IN THIS (GREEN)REVISED LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS (GREEN) REVISED LETTER OF TRANSMITTAL IS COMPLETED.

DESCRIPTION OF SHARES TENDERED
Name(s) and Address(es) of Registered Holder(s)
(Please Fill in, if Blank, Exactly as Name(s)
Appear(s) on Certificate(s))
(Attach Additional Signed List if Necessary)	Shares Tendered
			Total Number	Total
			of Shares	Number of
	Certificate		Represented by	Shares
	Number(s)(1)		Certificate(s)(1)	Tendered(2)
		Total Shares
(1) Need not be completed by stockholders tendering by book-entry transfer.
(2) Unless otherwise indicated, it will be assumed that all Shares described above are being tendered. See Instruction 4.

THE TENDER OFFER IS NOT BEING MADE TO (NOR WILL TENDERS OF SHARES BE ACCEPTED FROM OR ON BEHALF OF) STOCKHOLDERS IN ANY JURISDICTION WHERE IT WOULD BE ILLEGAL TO DO SO.

This (green) revised Letter of Transmittal is to be used by stockholders of 3PAR Inc. (“3PAR”) if certificates for Shares (as defined below) are to be forwarded herewith or, unless an Agent’s Message (as defined in Section 2 of the Offer to Purchase, dated August 23, 2010 (the “Offer to Purchase”)) is utilized, if delivery of Shares is to be made by book-entry transfer to an account maintained by the Depositary at the Book-Entry Transfer Facility (as defined in Section 2 of the Offer to Purchase and pursuant to the procedures set forth in Section 3 thereof and as amended and supplemented by the Amended and Restated Amendment and Supplement to the Offer to Purchase, dated August 27, 2010 (the “Amended and Restated Supplement”)).

Stockholders whose certificates for Shares (“Share Certificates”) are not immediately available, or who cannot complete the procedure for book-entry transfer on a timely basis, or who cannot deliver all other required documents to the Depositary prior to the Expiration Date (as defined in Section 1 of the Offer to Purchase), must tender their Shares according to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase and as amended and supplemented by the Amended and Restated Supplement in order to participate in the Offer. See Instruction 2. Delivery of documents to the Book-Entry Transfer Facility does not constitute delivery to the Depositary.

Tendering stockholders may continue to use the previously circulated (blue) Letter of Transmittal or they may use this (green) revised Letter of Transmittal. Stockholders using the previously circulated (blue) Letter of Transmittal to tender their Shares will be deemed to be tendering pursuant to the Offer and will receive the increased Offer Price of $27.00 per Share described in the Amended and Restated Supplement if Shares are validly tendered and not withdrawn, upon the terms and subject to the conditions set forth in the Offer to Purchase and as amended and supplemented by the Amended and Restated Supplement, and in either the original (blue) Letter of Transmittal or this revised (green) revised Letter of Transmittal (each a “Letter of Transmittal”).

Stockholders tendering their Shares according to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase and as amended and supplemented by Section 2 of the Amended and Restated Supplement may do so using either the previously circulated Notice of Guaranteed Delivery sent to stockholders on or about August 23, 2010 or the revised Notice of Guaranteed Delivery circulated herewith. Unless otherwise indicated, as used herein, the term “Notice of Guaranteed Delivery” refers to any such document. Shares previously tendered pursuant to the Offer to Purchase and the related (blue) Letter of Transmittal and not withdrawn constitute valid tenders for purposes of the Offer. Stockholders who have validly tendered and not withdrawn their Shares are not required to take any further action with respect to such Shares in order to receive the increased Offer Price of $27.00 per Share, upon the terms and subject to the conditions set forth in the Offer to Purchase and as amended and supplement by the Amended and Restated Supplement, and in either the original (blue) Letter of Transmittal or this revised (green) revised Letter of Transmittal, except as may be required by the guaranteed delivery procedure if such procedure was utilized (as described in Section 3 of the Offer to Purchase and as amended and supplemented by Section 2 of the Amended and Restated Supplement).

Additional Information if Shares Have Been Lost

If any Share Certificate you are tendering with this Letter of Transmittal has been lost, stolen, destroyed or mutilated you should contact the Depositary at the address and telephone number listed above regarding the requirements for replacement. You may be required to post a bond to secure against the risk that the Share Certificates may be subsequently recirculated. You are urged to contact the Depositary immediately in order to receive further instructions and for a determination of whether you will need to post a bond and to permit timely processing of this documentation. See Instruction 11.

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o   CHECK HERE IF SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE DEPOSITARY’S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:

Name of Tendering Institutions: 

DTC Account Number: 

Transaction Code Number: 

o   CHECK HERE IF SHARES ARE BEING TENDERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING:

Name(s) of Registered Holder(s): 

Window Ticket Number (if any): 

Date of Execution of Notice of Guaranteed Delivery: 

Name of Eligible Institution which Guaranteed Delivery: 

If Delivered by Book-Entry Transfer, Check Box and Provide the Information Below: o

DTC Account Number: 

Transaction Code Number: 

NOTE: SIGNATURES MUST BE PROVIDED BELOW
IN ORDER TO
TENDER YOUR SHARES. PLEASE READ THE
ACCOMPANYING INSTRUCTIONS CAREFULLY

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Ladies and Gentlemen:

The undersigned hereby tenders to Dell Trinity Holdings Corp., a Delaware corporation (the “Purchaser”) and an indirect, wholly-owned subsidiary of Dell Inc., a Delaware corporation (“Dell”), the above described shares of Common Stock, par value $0.001 per share (the “Shares”), of 3PAR Inc., a Delaware corporation (“3PAR”), pursuant to the Purchaser’s offer to purchase (the “Offer”) all outstanding Shares, at a purchase price of $27.00 per Share, net to the seller in cash (the “Offer Price”), without interest and subject to reduction for any federal back-up withholding or other taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 23, 2010 (the “Offer to Purchase”) and as amended and supplemented by the Amended and Restated Amendment and Supplement to the Offer to Purchase, dated August 27, 2010 (the “Amended and Restated Supplement”), and in this (green) revised Letter of Transmittal.

Upon the terms and subject to the conditions of the Offer (and if the Offer is extended or amended, the terms of any such extension or amendment), and effective upon acceptance for payment of the Shares tendered herewith in accordance with the terms of the Offer, the undersigned hereby sells, assigns and transfers to or upon the order of the Purchaser all right, title and interest in and to all of the Shares that are being tendered hereby (and any and all dividends, distributions, rights, other Shares or other securities issued or issuable in respect thereof on or after the date hereof (collectively, “Distributions”)) and irrevocably constitutes and appoints BNY Mellon Shareowner Services (the “Depositary”) the true and lawful agent and attorney-in-fact of the undersigned with respect to such Shares (and any and all Distributions), with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to (i) deliver certificates for such Shares (and any and all Distributions) or transfer ownership of such Shares (and any and all Distributions) on the account books maintained by the Book-Entry Transfer Facility, together, in any such case, with all accompanying evidences of transfer and authenticity, to or upon the order of the Purchaser, (ii) present such Shares (and any and all Distributions) for transfer on the books of 3PAR and (iii) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares (and any and all Distributions), all in accordance with the terms of the Offer.

By executing this (green) revised Letter of Transmittal, the undersigned hereby irrevocably appoints Lawrence P. Tu and Janet B. Wright, and each of them, and any other designees of the Purchaser, the attorneys-in-fact and proxies of the undersigned, each with full power of substitution, (i) to vote at any annual or special meeting of 3PAR’s stockholders or any adjournment or postponement thereof or otherwise in such manner as each such attorney-in-fact and proxy or its, his or her substitute shall in its, his or her sole discretion deem proper with respect to, (ii) to execute any written consent concerning any matter as each such attorney-in-fact and proxy or its, his or her substitute shall in its, his or her sole discretion deem proper with respect to and (iii) to otherwise act as each such attorney-in-fact and proxy or its, his or her substitute shall in its, his or her sole discretion deem proper with respect to, all of the Shares (and any and all Distributions) tendered hereby and accepted for payment by the Purchaser. This appointment will be effective if and when, and only to the extent that, the Purchaser accepts such Shares for payment pursuant to the Offer. This power of attorney and proxy are irrevocable and are granted in consideration of the acceptance for payment of such Shares in accordance with the terms of the Offer. Such acceptance for payment shall, without further action, revoke any prior powers of attorney and proxies granted by the undersigned at any time with respect to such Shares (and any and all Distributions), and no subsequent powers of attorney, proxies, consents or revocations may be given by the undersigned with respect thereto (and, if given, will not be deemed effective). The Purchaser reserves the right to require that, in order for the Shares to be deemed validly tendered, immediately upon the Purchaser’s acceptance for payment of such Shares, the Purchaser must be able to exercise full voting, consent and other rights with respect to such Shares (and any and all Distributions), including voting at any meeting of 3PAR’s stockholders.

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Shares tendered hereby (and any and all Distributions) and that, when the same are accepted for payment by the Purchaser, the Purchaser will acquire good, marketable and unencumbered title to such Shares (and any and all Distributions), free and clear of all liens, restrictions, charges and encumbrances and the same will not be subject to any adverse claims. The undersigned will, upon request, execute and deliver any additional documents deemed by the Depositary or the Purchaser to be necessary or desirable to complete the sale, assignment and transfer of the Shares tendered hereby (and any and all Distributions). In addition, the undersigned shall remit and transfer promptly to the Depositary for the account of the Purchaser all Distributions in respect of the Shares tendered hereby, accompanied by appropriate documentation of transfer, and, pending such remittance and transfer or appropriate assurance thereof, the Purchaser, subject to the terms and conditions of the Offer, shall be entitled to all rights and privileges as owner of each

4

such Distribution and may withhold the entire purchase price of the Shares tendered hereby or deduct from such purchase price the amount or value of such Distribution as determined by the Purchaser in its sole discretion.

All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, successors and assigns of the undersigned. Except as stated in the Offer to Purchase and the Amended and Restated Supplement, this tender is irrevocable.

The undersigned understands that the valid tender of Shares pursuant to any of the procedures described in the Offer to Purchase and the Amended and Restated Supplement and in the Instructions hereto will constitute a binding agreement between the undersigned and the Purchaser upon the terms of and subject to the conditions to the Offer (and if the Offer is extended or amended, the terms of or the conditions to any such extension or amendment).

Unless otherwise indicated under “Special Payment Instructions,” please issue the check for the purchase price of all of the Shares purchased and, if appropriate, return any certificates for the Shares not tendered or accepted for payment in the name(s) of the registered holder(s) appearing above under “Description of Shares Tendered.” Similarly, unless otherwise indicated under “Special Delivery Instructions,” please mail the check for the purchase price of all of the Shares purchased and, if appropriate, return any certificates for the Shares not tendered or not accepted for payment (and any accompanying documents, as appropriate) to the address(es) of the registered holder(s) appearing above under “Description of Shares Tendered.” In the event that the boxes entitled “Special Payment Instructions” and “Special Delivery Instructions” are both completed, please issue the check for the purchase price of all Shares purchased and, if appropriate, return any certificates evidencing Shares not tendered or not accepted for payment (and any accompanying documents, as appropriate) in the name(s) of, and deliver such check and, if appropriate, return any such certificates (and any accompanying documents, as appropriate) to, the person(s) so indicated. Unless otherwise indicated herein in the box entitled “Special Payment Instructions,” please credit any Shares tendered herewith by book-entry transfer that are not accepted for payment by crediting the account at the Book-Entry Transfer Facility designated above. The undersigned recognizes that the Purchaser has no obligation, pursuant to the “Special Payment Instructions,” to transfer any Shares from the name of the registered holder thereof if the Purchaser does not accept for payment any of the Shares so tendered.

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SPECIAL PAYMENT INSTRUCTIONS

(See Instructions 1, 5, 6 and 7)

To be completed ONLY if (i) the check for the purchase price of Shares purchased or Share Certificates evidencing Shares not tendered or not purchased are to be issued in the name of someone other than the undersigned or (ii) if Shares tendered hereby and delivered by book-entry transfer that are not purchased are to be returned by credit to an account maintained at the Book-Entry Transfer Facility other than the account indicated above.

Issue  o Check  o Share Certificate(s) to:

Name(s): 

(Please Print)

Address(es): 

(Include Zip Code)

(Taxpayer Identification or Social Security Number)

o  Credit Shares delivered by book-entry transfer and not purchased to the holder’s Book-Entry Transfer Facility Account.

Account Number

SPECIAL DELIVERY INSTRUCTIONS

(See Instructions 1, 5, 6 and 7)

To be completed ONLY if the check for the purchase price of Shares purchased or Share Certificates evidencing Shares not tendered or not purchased are to be mailed to someone other than the undersigned, or to the undersigned at an address other than that shown under “Description of Shares Tendered.”

Issue  o  Check  o Share Certificate(s) to:

Name(s): 

(Please Print)

Address(es): 

(Include Zip Code)

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IMPORTANT
STOCKHOLDER: SIGN HERE
(Please complete and return the attached Substitute Form W-9 below)

Signature(s) of Holder(s) of Shares

Dated: ­ ­, ­ ­

Name(s): 

(Please Print)

Capacity (full title) (See Instruction 5): 

Address: 

(Include Zip Code)

Area Code and Telephone No.: 

Taxpayer Identification or Social Security No. (See Substitute Form W-9 enclosed herewith): 

(Must be signed by registered holder(s) exactly as name(s) appear(s) on stock certificate(s) or on a security position listing or by person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title and see Instruction 5.)

Guarantee of Signature(s)
(If Required — See Instructions 1 and 5)

Authorized Signature: 

Name: 

Name of Firm: 

Address: 

(Include Zip Code)

Area Code and Telephone No.: 

Date: ­ ­, ­ ­

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INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

1. Guarantee of Signatures.  No signature guarantee is required on this (green) revised Letter of Transmittal (a) if this (green) revised Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this Section, includes any participant in the Book-Entry Transfer Facility’s systems whose name(s) appear(s) on a security position listing as the owner(s) of the Shares) of Shares tendered herewith, unless such registered holder(s) has completed either the box entitled “Special Payment Instructions” or the box entitled “Special Delivery Instructions” on this (green) revised Letter of Transmittal or (b) if such Shares are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a participant in the Security Transfer Agents Medallion Program or by any other “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 under the Exchange Act (each, an “Eligible Institution”). In all other cases, all signatures on this (green) revised Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 5.

2. Requirements of Tender.  This (green) revised Letter of Transmittal is to be completed if Share Certificates are to be forwarded herewith or, unless an Agent’s Message is utilized, if tenders are to be made pursuant to the procedure for tender by book-entry transfer set forth in Section 3 of the Offer to Purchase and as amended and supplemented by Section 2 of the Amended and Restated Supplement. Share Certificates evidencing tendered Shares, or timely confirmation of a book-entry transfer of Shares (a “Book-Entry Confirmation”) into the Depositary’s account at the Book-Entry Transfer Facility, as well as this (green) revised Letter of Transmittal (or a manually signed facsimile hereof), properly completed and duly executed, with any required signature guarantees, or an Agent’s Message in connection with a book-entry transfer, and any other documents required by this (green) revised Letter of Transmittal, must be received by the Depositary at one of its addresses set forth herein prior to the Expiration Date (as defined in Section 1 of the Offer to Purchase). Stockholders whose Share Certificates are not immediately available, or who cannot complete the procedure for delivery by book-entry transfer on a timely basis or who cannot deliver all other required documents to the Depositary prior to the Expiration Date, may tender their Shares by properly completing and duly executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase and as amended and supplemented by Section 2 of the Amended and Restated Supplement. Pursuant to such procedure: (i) such tender must be made by or through an Eligible Institution; (ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form made available by the Purchaser, must be received by the Depositary prior to the Expiration Date and (iii) the Share Certificates (or a Book-Entry Confirmation) evidencing all tendered Shares, in proper form for transfer, in each case together with this (green) revised Letter of Transmittal (or a manually signed facsimile hereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry delivery, an Agent’s Message) and any other documents required by this (green) revised Letter of Transmittal, must be received by the Depositary within three NYSE trading days after the date of execution of such Notice of Guaranteed Delivery. If Share Certificates are forwarded separately to the Depositary, a properly completed and duly executed Letter of Transmittal must accompany each such delivery.

The method of delivery of this (green) revised Letter of Transmittal, Share Certificates and all other required documents, including delivery through the Book-Entry Transfer Facility, is at the option and the risk of the tendering stockholder and the delivery will be deemed made only when actually received by the Depositary (including, in the case of Book-Entry Transfer, by Book-Entry Confirmation). If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

The Purchaser will not accept any alternative, conditional or contingent tenders, and no fractional Shares will be purchased. By executing this (green) revised Letter of Transmittal (or facsimile thereof), the tendering stockholder waives any right to receive any notice of the acceptance for payment of the Shares.

3. Inadequate Space.  If the space provided herein is inadequate, the Share Certificate numbers and/or the number of Shares should be listed on a separate schedule attached hereto.

4. Partial Tenders.  If fewer than all the Shares represented by any Share Certificate delivered to the Depositary are to be tendered, fill in the number of Shares which are to be tendered in the box entitled “Total Number of Shares Tendered.” In such case, a new certificate for the remainder of the Shares represented by the old certificate will be sent to the person(s) signing this (green) revised Letter of Transmittal, unless otherwise provided in the appropriate box on this

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(green) revised Letter of Transmittal, as promptly as practicable following the expiration or termination of the Offer. All Shares represented by certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated.

5. Signatures on Letter of Transmittal; Stock Powers and Endorsements.

(a) Exact Signatures.  If this (green) revised Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the Share Certificates without alteration, enlargement or any change whatsoever.

(b) Joint Holders.  If any of the Shares tendered hereby are held of record by two or more persons, all such persons must sign this (green) revised Letter of Transmittal.

(c) Different Names on Certificates.  If any of the Shares tendered hereby are registered in different names on different certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of certificates.

(d) Endorsements.  If this (green) revised Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, no endorsements of certificates or separate stock powers are required unless payment of the purchase price is to be made, or Shares not tendered or not purchased are to be returned, in the name of any person other than the registered holder(s). Signatures on any such certificates or stock powers must be guaranteed by an Eligible Institution.

If this (green) revised Letter of Transmittal is signed by a person other than the registered holder(s) of the Shares tendered hereby, certificates must be endorsed or accompanied by appropriate stock powers, in either case, signed exactly as the name(s) of the registered holder(s) appear(s) on the certificates for such Shares. Signature(s) on any such certificates or stock powers must be guaranteed by an Eligible Institution. See Instruction 1.

If this (green) revised Letter of Transmittal or any certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to the Depositary of the authority of such person so to act must be submitted.

6. Stock Transfer Taxes.  Except as otherwise provided in this Instruction 6, the Purchaser or any successor entity thereto will pay all stock transfer taxes with respect to the transfer and sale of any Shares to it or its order pursuant to the Offer. If, however, payment of the purchase price is to be made to, or if Share Certificate(s) for Shares not tendered or not accepted for payment are to be registered in the name of, any person(s) other than the registered holder(s), or if tendered Share Certificate (s) are registered in the name of any person(s) other than the person(s) signing this (green) revised Letter of Transmittal, the amount of any stock transfer taxes (whether imposed on the registered holder(s) or such other person(s)) payable on account of the transfer to such other person(s) will be deducted from the purchase price of such Shares purchased unless evidence satisfactory to the Purchaser of the payment of such taxes, or exemption therefrom, is submitted.

Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the Share Certificate(s) evidencing the Shares tendered hereby.

7. Special Payment and Delivery Instructions.  If a check is to be issued in the name of, and, if appropriate, Share Certificates for Shares not tendered or not accepted for payment are to be issued or returned to, any person(s) other than the signer of this (green) revised Letter of Transmittal or if a check and, if appropriate, such Share Certificates are to be returned to any person(s) other than the person(s) signing this (green) revised Letter of Transmittal or to an address other than that shown in this (green) revised Letter of Transmittal, the appropriate boxes on this (green) revised Letter of Transmittal must be completed.

8. Substitute Form W-9.  To avoid backup withholding of U.S. federal income tax, a tendering stockholder that does not otherwise establish that it is exempt from backup withholding is required to provide the Depositary with a correct Taxpayer Identification Number (“TIN”) on Substitute Form W-9, which is provided under “Important Tax Information” below, and to certify that such number is correct and that such stockholder is not subject to backup withholding of federal income tax, and that such stockholder is a U.S. person (as defined for U.S. federal income tax purposes). If a tendering stockholder has been notified by the Internal Revenue Service (“IRS”) that such stockholder is subject to backup

9

withholding, such stockholder must cross out item (2) of Part 2 — “Certification” of the Substitute Form W-9, unless such stockholder has since been notified by the IRS that such stockholder is no longer subject to backup withholding. Failure to provide the information on the Substitute Form W-9 may subject the tendering stockholder to federal income tax withholding on the payment of the purchase price of all Shares purchased from such stockholder. If the tendering stockholder has not been issued a TIN and has applied for one or intends to apply for one in the near future, such stockholder should check the box in Part 3 of the Substitute Form W-9, and sign and date the Substitute Form W-9. If the box in Part 3 is checked and the Depositary is not provided with a TIN by the time of payment, the Depositary will withhold a portion of all payments of the purchase price to such stockholder until a TIN is provided to the Depositary.

Certain stockholders (including, among others, certain foreign individuals and entities) may not be subject to backup withholding. Foreign stockholders should submit an appropriate and properly completed IRS Form W-8, a copy of which may be obtained from the Depositary, in order to avoid backup withholding. Such stockholders should consult a tax advisor to determine which Form W-8 is appropriate. See the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for more instructions.

9. Irregularities.  All questions as to purchase price, the form of documents and the validity, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by the Purchaser in its sole discretion, which determinations shall be final and binding on all parties. The Purchaser reserves the absolute right to reject any or all tenders of Shares it determines not to be in proper form or the acceptance of which or payment for which may, in the opinion of the Purchaser’s counsel, be unlawful. The Purchaser also reserves the absolute right to waive any of the conditions of the Offer (other than the Minimum Condition (as defined in the Offer to Purchase) which may only be waived with the consent of 3PAR) and any defect or irregularity in the tender of any particular Shares, and the Purchaser’s interpretation of the terms of the Offer (including these instructions) will be final and binding on all parties. No tender of Shares will be deemed to be properly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with tenders must be cured within such time as the Purchaser shall determine. None of the Purchaser, the Depositary, the Information Agent (as the foregoing are defined in the Offer to Purchase) or any other person is or will be obligated to give notice of any defects or irregularities in tenders and none of them will incur any liability for failure to give any such notice.

10. Requests for Additional Copies.  Questions and requests for assistance or additional copies of the Offer to Purchase, the Amended and Restated Supplement and this (green) revised Letter of Transmittal should be directed to the Information Agent at its address and telephone numbers set forth below.

11. Lost, Destroyed or Stolen Certificates.  If any certificate representing Shares has been lost, destroyed or stolen, the stockholder should promptly notify the Depositary at the address set forth above or by calling toll-free 1-800-777-3674. The stockholder will then be instructed as to the steps that must be taken in order to replace the certificate(s). This (green) revised Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost or destroyed certificates have been followed.

This (green) revised Letter of Transmittal, properly completed and duly executed, together with certificates representing Shares being tendered (or confirmation of book-entry transfer) and all other required documents, must be received before 12:00 midnight, New York City time, on the date of the expiration of the Offer, or the tendering stockholder must comply with the procedures for guaranteed delivery.

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IMPORTANT TAX INFORMATION

To avoid backup withholding and penalties under U.S. federal income tax law, a stockholder who is a U.S. person (as defined for U.S. federal income tax purposes) surrendering Shares must, unless an exemption applies, provide the Depositary (as payer) with the stockholder’s correct TIN on IRS Form W-9 or on the Substitute Form W-9 included in this (green) revised Letter of Transmittal. If the stockholder is an individual, the stockholder’s TIN is such stockholder’s Social Security Number. If the correct TIN is not provided, the stockholder may be subject to a $50 penalty imposed by the IRS and payments of cash to the stockholder (or other payee) pursuant to the Offer may be subject to backup withholding.

Certain stockholders (including, among others, certain foreign individuals and entities) may not be subject to backup withholding and reporting requirements. In order for an exempt foreign stockholder to avoid backup withholding, such person should complete, sign and submit an appropriate Form W-8, attesting to his or her exempt status. A Form W-8 can be obtained from the Depositary. Such stockholders should consult a tax advisor to determine which Form W-8 is appropriate. Exempt stockholders, other than foreign stockholders, should furnish their TIN, check the box in Part 4 of the Substitute Form W-9 and sign, date and return the Substitute Form W-9 to the Depositary in order to avoid erroneous backup withholding. See the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for additional instructions.

If backup withholding applies, the Depositary is required to withhold and pay over to the IRS a portion of any payment made to a stockholder. Backup withholding is not an additional tax. Rather, the federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If backup withholding results in an overpayment of taxes, a refund may be obtained by submitting the required information in a timely manner to the IRS.

Purpose of Substitute Form W-9

To prevent backup withholding on payments that are made to a stockholder with respect to Shares purchased pursuant to the Offer, the stockholder is required to notify the Depositary of the stockholder’s correct TIN by completing the Substitute Form W-9 included in this (green) revised Letter of Transmittal certifying (1) that the TIN provided on the Substitute Form W-9 is correct (or that such stockholder is awaiting a TIN), (2) that the stockholder is not subject to backup withholding because (i) the stockholder is exempt from backup withholding, (ii) the stockholder has not been notified by the IRS that the stockholder is subject to backup withholding as a result of a failure to report all interest and dividends or (iii) the IRS has notified the stockholder that the stockholder is no longer subject to backup withholding and (3) the stockholder is a U.S. person (as defined for U.S. federal income tax purposes).

What Number to Give the Depositary

The tendering stockholder is required to give the Depositary the TIN, generally the Social Security Number or Employer Identification Number, of the record holder of the Shares tendered hereby. If the Shares are in more than one name or are not in the name of the actual owner, consult the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for additional guidance on which number to report. If the tendering stockholder has not been issued a TIN and has applied for a number or intends to apply for a number in the near future, such stockholder should check the box in Part 3 of the Substitute Form W-9, sign and date the Substitute Form W-9 and sign and date the Certificate of Awaiting Taxpayer Identification Number, which appears on the page immediately after the Substitute Form W-9. If the box in Part 3 of the Substitute Form W-9 is checked and the Depositary is not provided with a TIN by the time of payment, the Depositary will withhold a portion of all payments of the purchase price until a TIN is provided to the Depositary. If the Depositary is provided with an incorrect TIN in connection with such payments, the stockholder may be subject to a $50 penalty imposed by the IRS.

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SUBSTITUTE FORM W-9 Department of the Treasury Internal Revenue Service Payer’s Request for Taxpayer Identification Number (“TIN”) and Certification Please fill in your name and address below. Name	Part 1 — PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW. CHECK APPROPRIATE BOX: o Individual/Sole Proprietor o Corporation o Partnership o Limited liability company (Enter the tax classification (D = disregarded entity, C = corporation, P = partnership) o Other	Social Security Number or Employer Identification Number Part 3 — Awaiting TIN (“TIN”)  o Part 4 — Exempt  o
Address (number, street and apt. or suite no.) City, State and ZIP Code List account number(s) here (optional)	Part 2 — Certification — Under penalties of perjury, I certify that: (1) The number shown on this form is my correct TIN (or I am waiting for a number to be issued to me); (2) I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends or (c) the IRS has notified me that I am no longer subject to backup withholding; and (3) I am a U.S. Person (including a U.S. resident alien).
	Certification Instructions — You must cross out Item (2) above if you have been notified by the IRS that you are subject to backup withholding because you have failed to report all interest and dividends on your tax return. For payments other than interest and dividends, you generally are not required to sign the Certification, but you must provide your correct TIN. See instructions below.
	SIGNATURE                            DATE

NOTE:   FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF A PORTION OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

YOU MUST COMPLETE THE CERTIFICATE ON THE FOLLOWING PAGE IF YOU CHECKED THE BOX IN PART 3 OF SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office, or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, a portion of all reportable payments made to me will be withheld, but that such amounts will be refunded to me if I then provide a taxpayer identification number within sixty (60) days.

Signature: ­ ­     Date: ­ ­

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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER.

Social Security Numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer.

WHAT NAME AND NUMBER TO GIVE THE PAYER

For this type of account:		Give name and SSN of:
1.	Individual	The Individual
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account(1)
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The Minor(2)
4.	a. The usual revocable savings trust (grantor is also trustee)	The grantor-trustee(1)
	b. So-called trust account that is not a legal or valid trust under state law	The actual owner(1)
5.	Sole proprietorship or disregarded entity owned by an individual	The owner(3)

For this type of account:		Give name and EIN of:
6.	Disregard entity not owned by an individual or single-owned LLC	The owner
7.	A valid trust, estate, or pension trust	The legal entity(4)
8.	Corporate or LLC electing corporate status on Form 8832	The corporation
9.	Association, club, religious, charitable, educational, or other tax-exempt organization	The organization
10.	Partnership or multi-member C	The partnership
11.	A broker or registered nominee	The broker or nominee
12.	Account with the Department of Agriculture in the name of a public entity (such as state or local government, school district, or prison) that receives agricultural program payments	The public entity

(1)	List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.
(2)	Circle the minor’s name and furnish the minor’s SSN.
(3)	You must show your individual name and you may also enter your business or “DBA” name on the second name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN.
(4)	List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

Note.   If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

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OBTAINING A NUMBER

If you don’t have a taxpayer identification number or you don’t know your number, obtain Form SS-5, Application for a Social Security Number Card, or Form SS-4, Application for Employer Identification Number, at the local office of the Social Security Administration or the Internal Revenue Service, or at www.ssa.gov or www.irs.gov, and apply for a number.

PAYEES EXEMPT FROM BACKUP WITHHOLDING

Generally, individuals (including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends. The following Payees are exempt from backup withholding:

1. An organization exempt from tax under section 501(a) of the Internal Revenue Code (the “Code”), any individual retirement plan, or a custodial account under section 403(b)(7) of the Code if the account satisfies the requirements of section 401(f)(2) of the Code;

2. The United States or any of its agencies or instrumentalities;

3. A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities;

4. A foreign government or any of its political subdivisions, agencies, or agency or instrumentality thereof; or

5. An international organization or any of its agencies or instrumentalities.

Other payees that may be exempt from backup withholding include:

6. A corporation;

7. A foreign central bank of issue;

8. A dealer in securities or commodities required to be registered in the United States, the District of Columbia, or a possession of the United States;

9. A futures commission merchant registered with the Commodity Futures Trading Commission;

10. A real estate investment trust;

11. An entity registered at all times during the tax year under the Investment Company Act of 1940;

12. A financial institution or a common trust fund operated by a bank under Section 584 of the Code;

13. A middleman known in the investment community as a nominee or custodian; or

14. A trust exempt from tax under Section 664 of the Code or described in Section 4947 of the Code.

The chart below shows the types of payments that may be exempt from backup withholding. The chart applies to the exempt Payees listed above, 1 through 14.

IF the payment is for ...	THEN the payment is exempt for ...
Interest and dividend payments	All exempt Payees except for 8
Broker transactions	Exempt Payees 1 through 12. Also, a person registered under the Investment Advisers Act of 1940 who regularly acts as a broker
Barter exchange transactions and patronage dividends	Exempt Payees 1 through 5
Payments over $600 required to be reported and direct sales over $5,000(1)	Generally, exempt Payees 1 through 6 (2)

(1)	See Form 1099-MISC, Miscellaneous Income, and its instructions.
(2)	However, the following payments made to a corporation (including gross proceeds paid to an attorney under section 6045(f) of the Code, even if the attorney is a corporation) and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys’ fees, and payments for services paid by a federal executive agency.

Exempt payees described above should file Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, CHECK THE BOX “EXEMPT” IN PART 4 OF THE FORM, AND RETURN IT TO THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO SIGN AND DATE THE FORM.

PRIVACY ACT NOTICE

Section 6109 of the Code requires you to provide your correct TIN to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA, or Archer MSA or HSA. The IRS uses the numbers for identification purposes and to help verity the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation, and to cities, states, the District of Columbia, and U.S. possessions to carry out their tax laws. We may also disclose this information to other countries under a tax treaty, to federal and state agencies to enforce federal nontax criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism.

You must provide your TIN whether or not you are required to file a tax return. Payers must generally under current law withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to a payer. Certain penalties may also apply.

PENALTIES

1. PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER — If you fail to furnish your correct taxpayer identification number to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

2. CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING — If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

3. CRIMINAL PENALTY FOR FALSIFYING INFORMATION — Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

4. MISUSE OF TINs — If the requestor discloses or uses TINs in violation of federal law, the requester may be subject to civil or criminal penalties.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

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The Depositary for the Offer is:

BNY MELLON SHAREOWNER SERVICES

If delivering by mail:	By Overnight Courier:	If delivering by hand or courier:
BNY Mellon Shareowner Services	BNY Mellon Shareowner Services	BNY Mellon Shareowner Services
Corporate Action Division	Corporate Action Division	Corporate Action Division
P.O. Box 3301	27th Floor	27th Floor
South Hackensack, NJ 07606	480 Washington Blvd.	480 Washington Blvd.
	Jersey City, NJ 07310	Jersey City, NJ 07310

By Facsimile Transmission:

(For Eligible Institutions Only)

(201) 680-4626

To Confirm Facsimile Transmissions:

(201) 680-4860

(For Confirmation Only)

Questions or requests for assistance may be directed to the Information Agent at the address and telephone numbers listed below. Additional copies of the Offer to Purchase, the Amended and Restated Supplement, this revised (green) Letter of Transmittal and the Notice of Guaranteed Delivery may also be obtained from the Information Agent. Stockholders may also contact their broker, dealer, commercial bank or trust company for assistance concerning the Offer.

The Information Agent for the Offer is:

D.F. King & Co., Inc.
48 Wall Street
New York, NY 10005
Banks and Brokers call collect: (212) 269-5550
All others call toll-free: (800) 769-4414
Email: 3Par@dfking.com

EX-99.A.1.M

Exhibit (a)(1)(M)

NOTICE OF GUARANTEED DELIVERY

For Tender of Shares of Common Stock
of
3PAR INC.
at
$27.00 Net Per Share
Pursuant to the Offer to Purchase dated August 23, 2010
and
Amended and Restated Amendment and Supplement to the
Offer to Purchase dated August 27, 2010
by
DELL TRINITY HOLDINGS CORP.
an indirect, wholly-owned subsidiary of
DELL INC.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, SEPTEMBER 20, 2010, UNLESS THE OFFER IS EXTENDED.

This Notice of Guaranteed Delivery, or one substantially in the form hereof, must be used to accept the Offer (defined below) if (i) certificates representing shares of Common Stock, par value $0.001 per share (the “Shares”), of 3PAR Inc., a Delaware corporation (“3PAR”), are not immediately available, (ii) the procedure for book-entry transfer cannot be completed on a timely basis or (iii) time will not permit all required documents to reach BNY Mellon Shareholder Services (the “Depositary”) prior to the expiration of the Offer. This Notice of Guaranteed Delivery may be delivered by hand, facsimile transmission or mail to the Depositary. See Section 3 of the Offer to Purchase, dated August 23, 2010 (the “Offer to Purchase”), as amended and supplemented by Section 2 of the Amended and Restated Amendment and Supplement to the Offer to Purchase, dated August 27, 2010.

The Depositary for the Offer is:

BNY MELLON SHAREOWNER SERVICES

If delivering by mail:	By Overnight Courier:	If delivering by hand or courier:
BNY Mellon Shareowner Services Corporate Action Division P.O. Box 3301 South Hackensack, NJ 07606	BNY Mellon Shareowner Services Corporate Action Division 27th Floor 480 Washington Blvd. Jersey City, NJ 07310	BNY Mellon Shareowner Services Corporate Action Division 27th Floor 480 Washington Blvd. Jersey City, NJ 07310

By Facsimile Transmission:

(For Eligible Institutions Only)

(201) 680-4626

To Confirm Facsimile Transmissions:

(201) 680-4860

(For Confirmation Only)

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION TO A NUMBER, OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.

THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN “ELIGIBLE INSTITUTION” UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE APPROPRIATE LETTER OF TRANSMITTAL.

The Eligible Institution (as defined in the Offer to Purchase) that completes this form must communicate the guarantee to the Depositary and must deliver the Letter of Transmittal or an Agent’s Message (as defined in the Offer to Purchase) and certificates for Shares to the Depositary within the time period shown herein. Failure to do so could result in a financial loss to such Eligible Institution.

Ladies and Gentlemen:

The undersigned hereby tenders to Dell Trinity Holdings Corp., a Delaware corporation (the “Purchaser”) and an indirect, wholly-owned subsidiary of Dell Inc., a Delaware corporation (“Dell”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 23, 2010 (the “Offer to Purchase”), the Amended and Restated Amendment and Supplement to the Offer to Purchase dated August 27, 2010 (the “Amended and Restated Supplement”) and the related (blue) Letter of Transmittal that accompanied the Offer to Purchase or the related (green) Letter of Transmittal that accompanied the Amended and Restated Supplement (which, together with any amendments or supplements thereto, collectively constitute the “Offer”), receipt of which is hereby acknowledged, the number of shares of Common Stock, par value $0.001 per share (the “Shares”), of 3PAR Inc., a Delaware corporation (“3PAR”), specified below, pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase and as amended and supplemented by Section 2 of the Amended and Restated Supplement.

Number of Shares:

Certificate No (s) (if available):

o   Check this box if Shares will be delivered by book-entry transfer.

DTC Account No.: 

(Signature(s) of Holder(s))

Dated: ­ ­, 2010

(Name(s) of Record Holder(s) (Please type or print)

(Address(s))

(Zip Code)

(Daytime Area Code and Telephone No.)

2

GUARANTEE
(Not to be used for signature guarantee)

The undersigned, an Eligible Institution (defined in Section 3 of the Offer to Purchase), hereby (i) represents that the tender of Shares effected hereby complies with Rule 14e-4 under the Securities Exchange Act of 1934, as amended, and (ii) guarantees delivery to the Depositary, at one of its addresses set forth above, of certificates representing the Shares tendered hereby, in proper form for transfer, or a confirmation of a book-entry transfer of such Shares into the Depositary’s account at the Book-Entry Transfer Facility (defined in Section 2 of the Offer to Purchase), in either case together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof) or, in the case of a book-entry transfer, an Agent’s Message (defined in Section 2 of the Offer to Purchase), together with any other documents required by the Letter of Transmittal, all within three New York Stock Exchange trading days after the date hereof.

Name of Firm: 

Address: 

(Zip Code)

Area Code and Tel. No.: 

(Authorized Signature)

Name: 

(Please Type or Print)

Title: 

Dated: ­ ­, 2010

DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE. CERTIFICATES
SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.

3

EX-99.A.1.N

Exhibit (a)(1)(N)

OFFER TO PURCHASE FOR CASH

All Outstanding Shares of Common Stock
of
3PAR INC.
at
$27.00 Net Per Share
Pursuant to the Offer to Purchase
dated August 23, 2010
and
Amended and Restated Amendment and Supplement to the
Offer to Purchase
dated August 27, 2010
by
DELL TRINITY HOLDINGS CORP.
an indirect, wholly-owned subsidiary of
DELL INC.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, SEPTEMBER 20, 2010, UNLESS THE OFFER IS EXTENDED.

August 27, 2010

To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

Dell Trinity Holdings Corp., a Delaware corporation (the “Purchaser”) and an indirect, wholly-owned subsidiary of Dell Inc., a Delaware corporation, is offering to purchase (the “Offer”) for cash all outstanding shares of Common Stock, par value $0.001 per share (the “Shares”), of 3PAR Inc., a Delaware corporation (“3PAR”), at a purchase price of $27.00 per Share, net to the seller in cash, without interest thereon and subject to reduction for any federal back-up withholding or other taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 23, 2010 (the “Offer to Purchase”) as amended and supplemented by the Amended and Restated Amendment and Supplement to the Offer to Purchase, dated August 27, 2010 (the “Amended and Restated Supplement”) and the related original (blue) Letter of Transmittal that accompanied the Offer to Purchase or the related revised (green) Letter of Transmittal enclosed herewith (either, the “Letter of Transmittal”).

For your information and for forwarding to your clients for whom you hold Shares registered in your name or in the name of your nominee, we are enclosing the following documents:

1. The Amended and Restated Supplement;

2. The revised (green) Letter of Transmittal for your use in accepting the Offer and tendering Shares and for the information of your clients, together with “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” providing information relating to backup federal income tax withholding;

3. The revised Notice of Guaranteed Delivery to be used to accept the Offer if the Shares and all other required documents cannot be delivered to BNY Mellon Shareholder Services (the “Depositary”) by the Expiration Date (as defined below) or if the procedure for book-entry transfer cannot be completed by the Expiration Date;

4. A revised form of letter which may be sent to your clients for whose accounts you hold Shares registered in your name or in the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Offer; and

5. A return envelope addressed to the Depositary, for your use only.

Certain conditions to the Offer are described in Section 15 — “Certain Conditions of the Offer” of the Offer to Purchase.

We urge you to contact your clients as promptly as possible. Please note that the Offer and withdrawal rights will expire at 12:00 midnight, New York City time, on Monday, September 20, 2010 (the “Expiration Date”), unless the Offer is extended by the Purchaser in accordance with the Merger Agreement.

For Shares to be properly tendered pursuant to the Offer, (a) the share certificates or confirmation of receipt of such Shares under the procedure for book-entry transfer, together with a properly completed and duly executed Letter of Transmittal, including any required signature guarantees, or an “Agent’s Message” (as defined in the Offer to Purchase) in the case of book-entry transfer, and any other documents required in the Letter of Transmittal, must be timely received by the Depositary, or (b) the tendering stockholder must comply with the guaranteed delivery procedures, all in accordance with the Offer to Purchase and Letter of Transmittal. Tendering stockholders may use either the original (blue) Letter of Transmittal and the original Notice of Guaranteed Delivery previously distributed with the Offer to Purchase or the revised (green) Letter of Transmittal and the revised Notice of Guaranteed Delivery enclosed herewith.

The Purchaser will not pay any fees or commissions to any broker or dealer or other person (other than the Depositary and Information Agent as described in the Offer to Purchase) for soliciting tenders of Shares pursuant to the Offer. The Purchaser will, however, upon request, reimburse brokers, dealers, commercial banks and trust companies for reasonable and necessary costs and expenses incurred by them in forwarding materials to their customers. The Purchaser will pay all stock transfer taxes applicable to its purchase of Shares pursuant to the Offer, subject to Instruction 6 of the Letter of Transmittal.

Any inquiries you may have with respect to the Offer should be addressed to, and additional copies of the enclosed materials may be obtained from, the Information Agent at the addresses and telephone numbers set forth on the back cover of the Offer to Purchase or the Amended and Restated Supplement.

Very truly yours,

Dell Inc.

Nothing contained herein or in the enclosed documents shall constitute you the agent of the Purchaser, the Information Agent or the Depositary or any affiliate of any of them or authorize you or any other person to use any document or make any statement on behalf of any of them in connection with the Offer other than the enclosed documents and the statements contained therein.

2

EX-99.A.1.O

Exhibit (a)(1)(O)

OFFER TO PURCHASE FOR CASH
All Outstanding Shares of Common Stock
of
3PAR INC.
at
$27.00 Net Per Share
Pursuant to the Offer to Purchase
dated August 23, 2010
and
Amended and Restated Amendment and Supplement to the
Offer to Purchase
dated August 27, 2010
by
DELL TRINITY HOLDINGS CORP.
an indirect, wholly-owned subsidiary of
DELL INC.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, SEPTEMBER 20, 2010, UNLESS THE OFFER IS EXTENDED.

August 27, 2010

To Our Clients:

Enclosed for your consideration is the Amended and Restated Amendment and Supplement to the Offer to Purchase dated August 27, 2010 (the “Amended and Restated Supplement”) to the Offer to Purchase, dated August 23, 2010 (the “Offer to Purchase”), and the revised (green) Letter of Transmittal in connection with the offer (the “Offer”) by Dell Trinity Holdings Corp., a Delaware corporation (the “Purchaser”) and an indirect, wholly-owned subsidiary of Dell Inc., a Delaware corporation (“Dell”), to purchase for cash all outstanding shares of Common Stock, par value $0.001 per share (the “Shares”), of 3PAR Inc., a Delaware corporation (“3PAR”), at a purchase price of $27.00 per Share, net to the seller in cash (the “Offer Price”), without interest thereon and subject to reduction for any federal back-up withholding or other taxes, upon the terms and subject to the conditions of the Offer. The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of August 15, 2010 (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), as amended by the Amendment to the Agreement and Plan of Merger, dated as of August 26, 2010 and the Amendment No. 2 to the Agreement and Plan of Merger, dated as of August 26, 2010, by and among Dell, the Purchaser and 3PAR. The Merger Agreement provides, among other things, for the making of the Offer and also provides that following the consummation of the Offer and subject to certain conditions, the Purchaser will be merged with and into 3PAR (the “Merger”), with 3PAR continuing as the surviving corporation and an indirect, wholly-owned subsidiary of Dell.

We or our nominees are the holder of record of Shares held for your account. A tender of such Shares can be made only by us as the holder of record and pursuant to your instructions. The revised (green) Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender Shares held by us for your account.

We request instructions as to whether you wish us to tender any or all of the Shares held by us for your account, upon the terms and subject to the conditions set forth in the Offer to Purchase, the enclosed Amended and Restated Supplement and the related original (blue) Letter of Transmittal that you may have previously received from us or the related revised (green) Letter of Transmittal.

Please note carefully the following:

1. The offer price for the Offer is $27.00 per Share, or any higher per Share price paid in the Offer, net to you in cash, without interest thereon and less any applicable withholding or stock transfer taxes.

2. The Offer is being made for all outstanding Shares.

3. The Offer and withdrawal rights will expire at 12:00 midnight, New York City time, on Monday, September 20, 2010 unless the Offer is extended by the Purchaser in accordance with the Merger Agreement.

4. The Offer is subject to certain conditions described in Section 15 — “Certain Conditions of the Offer” of the Offer to Purchase.

5. Tendering stockholders who are registered stockholders or who tender their Shares directly to BNY Mellon Shareholder Services (the “Depositary”) will not be obligated to pay any brokerage commissions or fees, solicitation fees, or, except as set forth in the Offer to Purchase, the Amended and Restated Supplement and the related original (blue) Letter of Transmittal that you may have previously received from us or the related revised (green) Letter of Transmittal, stock transfer taxes on the Purchaser’s purchase of Shares pursuant to the Offer.

If you wish to have us tender any or all of your Shares, please so instruct us by completing, executing, detaching and returning to us the Instruction Form on the detachable part hereof. An envelope to return your instructions to us is enclosed. If you authorize tender of your Shares, all such Shares will be tendered unless otherwise specified on the Instruction Form.

Your prompt action is requested. Your Instruction Form should be forwarded to us in ample time to permit us to submit the tender on your behalf before the expiration of the Offer. If you provided an Instruction Form to us before the date of the Amended and Restated Supplement, it is not necessary for you to forward a new Instruction Form as long as your instructions have not changed. Stockholders for whom we have validly tendered and not withdrawn their Shares are not required to take any further action with respect to such Shares in order to receive the increased Offer Price of $27.00 per Share if Shares are accepted for payment and paid for by the Purchaser pursuant to the Offer.

Any inquiries you may have with respect to the Offer should be addressed to the Information Agent at the address and telephone numbers set forth on the back cover of the Offer to Purchase or the Amended and Restated Supplement. Additional copies of the enclosed materials may be obtained from the Information Agent at the address and telephone numbers set forth on the back cover of the Offer to Purchase or the Amended and Restated Supplement.

The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Shares in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the laws of such jurisdiction.

2

INSTRUCTION FORM

With Respect to the Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
3PAR INC.
at
$27.00 Net Per Share
Pursuant to the Offer to Purchase
dated August 23, 2010
and
Amended and Restated Amendment and Supplement to the
Offer to Purchase
dated August 27, 2010
by
DELL TRINITY HOLDINGS CORP.
an indirect, wholly-owned subsidiary of
DELL INC.

The undersigned acknowledge(s) receipt of your letter and the enclosed Amended and Restated Amendment and Supplement to the Offer to Purchase, dated August 27, 2010 (the “Amended and Restated Supplement”), the related revised (green) Letter of Transmittal and the previously mailed Offer to Purchase dated August 23, 2010 (the “Offer to Purchase”) in connection with the offer (the “Offer”) by Dell Trinity Holdings Corp., a Delaware corporation (the “Purchaser”) and an indirect, wholly-owned subsidiary of Dell Inc., a Delaware corporation (“Dell”), to purchase for cash all outstanding shares of Common Stock, par value $0.001 per share (the “Shares”), of 3PAR Inc., a Delaware corporation (“3PAR”), at a purchase price of $27.00 per Share, net to the seller in cash, and subject to reduction for any federal back-up withholding or other taxes, upon the terms and subject to the conditions of the Offer.

The undersigned hereby instruct(s) you to tender to the Purchaser the number of Shares indicated below or, if no number is indicated, all Shares held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer to Purchase, the Amended and Revised Supplement and the related revised (green) Letter of Transmittal.

ACCOUNT NUMBER: 

NUMBER OF SHARES BEING
TENDERED HEREBY:                      SHARES*

* Unless otherwise indicated, it will be assumed that all Shares held by us for your account are to be tendered.

The method of delivery of this document is at the election and risk of the tendering stockholder. If delivery is by mail, then registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

Dated: ­ ­, 2010

(Signature(s))

(Please Print Name(s))

Address: 

(Include Zip Code)

Area Code and Telephone No.: 

Taxpayer Identification or Social Security No.: 

3

EX-99.A.5.D

Exhibit (a)(5)(D)

3PAR Accepts Dell’s Increased Price of $27 Per Share, with Total Value of $1.8 Billion

ROUND ROCK, Texas, Aug. 27, 2010 — Dell announced today that 3PAR has accepted its increased offer to acquire the storage leader for $27 per share in cash, or approximately $1.8 billion, net of 3PAR’s cash. The new Dell-3PAR accord was reached under a provision in the existing agreement between the companies that allows Dell to match competing bids.

Dell continues to believe that the acquisition of 3PAR, with its industry-leading storage technology, is important to its customers and will enhance Dell’s position in utility-storage solutions. Consistent with its previous rationale for the acquisition, Dell also believes that its global brand and broad global reach will dramatically accelerate 3PAR’s revenue growth.

The cash tender offer, through a wholly-owned Dell subsidiary, is for all outstanding shares of 3PAR common stock, without interest, and subject to reduction for any federal back-up withholding or other taxes. The offer documents will be amended to reflect the new offer price, but this will not alter the timing of the acquisition. Unless extended, the tender offer and any withdrawal rights to which 3PAR stockholders may be entitled will expire at midnight, EDT, on Sept. 20, 2010. Following acceptance for payment of shares in the tender offer and completion of the transactions contemplated in the merger agreement, 3PAR will become a wholly-owned subsidiary of Dell.

The transaction, which is subject to government approvals and the satisfaction of other customary conditions, is expected to close before the end of the year. Based on current estimates, the transaction is expected to be accretive to Dell non-GAAP earnings in its Fiscal Year 2012.

About Dell
Dell Inc. (NASDAQ: DELL) listens to customers and delivers worldwide innovative technology, business solutions and services they trust and value. For more information, visit www.dell.com.

###

Special Note:
This press release is for informational purposes only and is not an offer to purchase or a solicitation of an offer to sell securities. The tender offer is being made only pursuant to the Offer to Purchase, Letter of Transmittal and related materials that Dell Inc. and Dell Trinity Holdings Corp. filed with the SEC on a Tender Offer Statement on Schedule TO on August 23, 2010, as amended. In addition, 3PAR Inc. filed a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer on August 23, 2010. The Tender Offer Statement (and related materials) and the Solicitation/Recommendation Statement

contain important information that should be read carefully before any decision is made with respect to the tender offer. Those materials may be obtained free of charge from D.F. King & Co., Inc., the information agent for the tender offer, toll-free at (800) 769-4414 (banks and brokers call collect (212) 269-5550). In addition, all of those materials (and all other offer documents filed with the SEC) are available at no charge on the SEC’s website at www.sec.gov.

Statements in this release that relate to future results and events are forward-looking statements based on Dell’s current expectations. Actual results and events in future periods may differ materially from those expressed or implied by these forward-looking statements because of a number of risks, uncertainties and other factors. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including the expected benefits and costs of the transaction; management plans relating to the transaction; the expected timing of the completion of the transaction; the ability to complete the transaction; any statements of the plans, strategies and objectives of management for future operations, including the execution of integration plans; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. Risks, uncertainties and assumptions include the possibility that expected benefits may not materialize as expected; that the transaction may not be timely completed, if at all; that, prior to the completion of the transaction, 3PAR’s business may experience disruptions due to transaction-related uncertainty or other factors making it more difficult to maintain relationships with employees, licensees, other business partners or governmental entities; that the parties are unable to successfully implement integration strategies; and other risks that are described in Dell’s Securities and Exchange Commission reports, including but not limited to the risks described in Dell’s Annual Report on Form 10-K for its fiscal year ended January 29, 2010. Dell assumes no obligation to update these forward-looking statements.

Contact Information
Media Contacts: (512) 728-4100
David Frink	Dell	(512) 728-2678	david_frink@dell.com
Jess Blackburn	Dell	(512) 728-8295	jess_blackburn@dell.com
Investor Relations Contacts:
Robert Williams	Dell	(512) 728-7570	robert_williams@dell.com
Shep Dunlap	Dell	(512) 723-0341	shep_dunlap@dell.com
Frank Molina	Dell	(512) 723-5116	frank_molina@dell.com

2

EX-99.D.33

Exhibit (d)(33)

AMENDMENT NO. 2 TO THE AGREEMENT AND PLAN OF MERGER

     This AMENDMENT NO. 2 (this “Amendment”) to the Agreement and Plan of Merger, dated as of August 15, 2010, by and among Dell Inc., a Delaware corporation (“Parent”), Dell Trinity Holdings Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Acquisition Sub”), and 3PAR Inc., a Delaware corporation (the “Company”), as previously amended by an amendment dated as of August 26, 2010 (as so amended, the “Merger Agreement”), is made and entered into as of August 26, 2010 by and among Parent, Acquisition Sub and the Company.

W I T N E S S E T H:

     WHEREAS, Parent, Acquisition Sub and the Company desire to amend certain terms of the Merger Agreement as set forth below.

     NOW, THEREFORE, in consideration of the foregoing premises and the representations, warranties, covenants and agreements set forth herein, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and accepted, and intending to be legally bound hereby, Parent, Acquisition Sub and the Company hereby agree as follows:

1. Offer Price; Merger Consideration. The first recital of the Merger Agreement is hereby amended and restated in entirety as follows:

          “WHEREAS, it is proposed that Acquisition Sub shall commence a tender offer (as amended, the “Offer”) to acquire all of the outstanding shares (the “Company Shares”) of Company Common Stock, at a price of $27.00 per Company Share, net to the holder thereof in cash (such amount, or any higher amount per Company Share that may be paid pursuant to the Offer, being hereinafter referred to as the “Offer Price”), all upon the terms and subject to the conditions set forth herein.”

2.	Agreement. All references to the “Agreement” set forth in the Merger Agreement shall be deemed to be references to the Merger Agreement as amended by this Amendment.
3.	Headings. The headings set forth in this Amendment are for convenience of reference purposes only and shall not affect or be deemed to affect in any way the meaning or interpretation of this Amendment or any term or provision hereof.
4.	Confirmation of the Merger Agreement. Other than as expressly modified pursuant to this Amendment, all provisions of the Merger Agreement remain unmodified and in full force and effect. The provisions of Sections 11.2-11.12 of the Merger Agreement shall apply to this Amendment mutatis mutandis.

     IN WITNESS WHEREOF, the undersigned have caused this Amendment to be executed by their respective duly authorized officers to be effective as of the date first above written.

DELL INC.
By:	/s/ Janet B. Wright
Name:	Janet B. Wright
Title:	Vice President and Assistant Secretary
DELL TRINITY HOLDINGS CORP.
By:	/s/ Janet B. Wright
Name:	Janet B. Wright
Title:	Vice President and Assistant Secretary
3PAR INC.
By:	/s/ David C. Scott
Name:	David C. Scott
Title:	President and Chief Executive Officer

[AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER]