S-8

As filed with the Securities and Exchange Commission on September 20, 2001

Registration No. 333-          

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

DELL COMPUTER CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 74-2487834
(I.R.S. Employer
Identification No.)

807 Las Cimas Parkway
Austin, Texas 78746
(Address of principal executive offices, including zip code)

DELL COMPUTER CORPORATION 401(k) PLAN
(Full title of the Plan)

Thomas B. Green
Senior Vice President, Law and Administration
Dell Computer Corporation
807 Las Cimas Parkway
Austin, Texas 78746
(512) 338-4400
(Name, address and telephone number, including
area code, of agent for service) Copies to:
Thomas H. Welch, Jr.
Vice President — Legal
Dell Computer Corporation
807 Las Cimas Parkway
Austin, Texas 78746

CALCULATION OF REGISTRATION FEE

		Proposed maximum	Proposed maximum
Title of securities	Amount to be	offering price per	aggregate offering	Amount of
to be registered	registered	share (1)	price	registration fee
Common Stock	25,000,000 shares (2)	$  18.50	$  462,500,000	$  122,100

(1)	Estimated solely for purposes of calculating the registration fee, in accordance with Rule 457(h), on the basis of the price of securities of the same class, as determined in accordance with Rule 457(c), using the average of the high and low prices reported on the Nasdaq Stock Market for the Common Stock on September 19, 2001.
(2)	Pursuant to Rule 416, there are also being registered such additional shares of Common Stock as may become issuable pursuant to the antidilution provisions of the Dell Computer Corporation 401(k) Plan.

      In addition, pursuant to Rule 416(c) under the Securities act of 1933, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein.

TABLE OF CONTENTS

PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
	ITEM 3. Incorporation of Documents by Reference
	ITEM 4. Description of Securities
	ITEM 5. Interests of Named Experts And Counsel
	ITEM 6. Indemnification of Directors and Officers
	ITEM 7. Exemption From Registration Claimed
	ITEM 8. Exhibits
	ITEM 9. Undertakings
SIGNATURES
EXHIBIT INDEX
EX-5 - Copy of Internal Revenue Service
EX-23 Consent of Independent Accountants
EX-99.1 Amended/Restated 401(k) Plan
EX-99.2 Amendment No 1 to 401(k) Plan
EX-99.3 Master Trust Agreement dated 4/1/96
EX-99.4 Amendment No 1 to Master Trust Agreement
EX-99.5 Amendment No 2 to Master Trust Agreement

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. Incorporation of Documents by Reference.

      The following documents, which have been filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by Dell Computer Corporation (Commission File No. 0-17017), a Delaware corporation (the “Company”), or by the Dell Computer Corporation Deferred Compensation Plan (Commission File No.       ) (the “Plan”), are incorporated herein by reference and made a part hereof:

(a)	The Company's Annual Report on Form 10-K for the fiscal year ended February 2, 2001;
(b)	The Company's Quarterly Report on Form 10-Q for the fiscal quarter ended May 4, 2001;
(c)	The Company's Quarterly Report on Form 10-Q for the fiscal quarter ended August 3, 2001;
(d)	The description of the Common Stock contained in the Registration Statement on Form 8-A dated June 20, 1988, including any amendment or report filed to update such description; and
(e)	The Plan's Annual Report Form 11-K for the year ended December 31, 2000.

      All documents filed by the Company or the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the effective date of this Registration Statement, prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered hereby have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Any statement contained herein or in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part of this Registration Statement, except as so modified or superseded.

ITEM 4. Description of Securities.

      Not applicable.

ITEM 5. Interests of Named Experts And Counsel.

      None.

ITEM 6. Indemnification of Directors and Officers.

      Article Tenth of the Restated Certificate of Incorporation of the Company provides that the Company shall, to the fullest extent permitted by the Delaware General Corporation Law (the “DGCL”), indemnify its officers and directors and may, to the fullest extent permitted by Delaware law or to such lesser extent as is determined in the discretion of the Board of Directors, indemnify certain other persons. Pursuant to Section 145 of the DGCL, the Company generally has the power to indemnify its present and former directors and officers against expenses and liabilities incurred by them in connection with any suit to which they are, or are threatened to be made, a party by reason of their serving in those positions so long as they acted in good faith and in a manner they reasonably believed to be in, or not opposed to, the best interests of the Company, and with respect to any criminal action, they had no reasonable cause to believe their conduct was unlawful. With respect to suits by or in the right of the Company, however, indemnification is generally limited to attorneys’ fees and other expenses and is not available if the person is adjudged to be liable to the Company unless the court determines that indemnification is appropriate.

1

The statute expressly provides that the power to indemnify authorized thereby is not exclusive of any rights granted under any by-law, agreement, vote of stockholders or disinterested directors, or otherwise. The Company also has the power to purchase and maintain insurance for its directors and officers.

      The preceding discussion of the Company’s Certificate of Incorporation and Section 145 of the DGCL is not intended to be exhaustive and is qualified by the Certificate of Incorporation and Section 145 of the DGCL.

ITEM 7. Exemption From Registration Claimed.

      Not applicable.

ITEM 8. Exhibits.

      Unless otherwise indicated below as being incorporated by reference to another filing of the Company with the Commission, each of the following exhibits is filed herewith:

Exhibit Number	Description
4	Rights Agreement, dated as of November 29, 1995 (incorporated by reference to Exhibit 4 to the Company’s Report on Form 8-K dated November 29, 1995 and filed on November 30, 1995).
5*	Copy of Internal Revenue Service determination that the plan is qualified under Section 401 of the Internal Revenue Code.
23*	Consent of Independent Accountants.
24*	Power of Attorney (set forth on signature page).
99.1*	Amended and Restated Dell Computer Corporation 401(k) Plan, effective January 1, 2000.
99.2*	Amendment No. 1 to the Dell Computer Corporation 401(k) Plan, effective July 31, 2001.
99.3*	Trust Agreement between Dell Computer Corporation and The Chase Manhattan Bank, N.A., effective April 1, 1996.
99.4*	Amendment No. 1 to the Dell Computer Corporation Master Trust effective, December 26, 2000.
99.5*	Amendment No. 2 to the Dell Computer Corporation Trust Agreement, effective January 1, 2001.

* Filed herewith.

2

ITEM 9. Undertakings.

The Company hereby undertakes:

      (1)   To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

      (a) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);

      (b) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement;

      (c) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement.

Provided, however, that paragraphs (1)(a) and (1)(b) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Company or the Plan pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

      (2)   That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

      (3)   To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

      (4)   That, for the purposes of determining any liability under the Securities Act, each filing of the Company’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

      (5)   Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

3

SIGNATURES

      The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, September 20, 2001.

	DELL COMPUTER CORPORATION
Date:  September 20, 2001	By:	/s/ MICHAEL S. DELL Michael S. Dell, Chairman of the Board and Chief Executive Officer

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Each person whose signature appears below hereby authorizes and appoints each of Michael S. Dell and Thomas B. Green as his or her attorney-in-fact to sign on his or her behalf individually and in the capacity stated below all amendments and post-effective amendments to this registration statement as that attorney-in-fact may deem necessary or appropriate.

Name	Title	Date
/s/ MICHAEL S. DELL Michael S. Dell	Chairman of the Board and Chief Executive Officer (principal executive officer)	September 20, 2001
/s/ DONALD J. CARTY Donald J. Carty	Director	September 20, 2001
/s/ WILLIAM H. GRAY III William H. Gray III	Director	September 20, 2001
/s/ MICHAEL H. JORDAN Michael H. Jordan	Director	September 20, 2001
/s/ JUDY C. LEWENT Judy C. Lewent	Director	September 20, 2001
/s/ THOMAS W. LUCE III Thomas W. Luce III	Director	September 20, 2001
/s/ KLAUS S. LUFT Klaus S. Luft	Director	September 20, 2001
/s/ ALEX J. MANDL Alex J. Mandl	Director	September 20, 2001
/s/ MICHAEL A. MILES Michael A. Miles	Director	September 20, 2001
/s/ SAMUEL A. NUNN, JR. Samuel A. Nunn, Jr.	Director	September 20, 2001
/s/ MORTON L. TOPFER Morton L. Topfer	Director	September 20, 2001
/s/ JAMES M. SCHNEIDER James M. Schneider	Senior Vice President and Chief Financial Officer (principal financial and accounting officer)	September 20, 2001

4

      The Plan.   Pursuant to the requirements of the Securities Act of 1933, the Dell Computer Corporation 401(k) Plan has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on this 20th day of September, 2001.

DELL COMPUTER CORPORATION 401(K) Plan
By:	Benefits Administration Committee of the Dell Computer Corporation 401(K) Plan
	By:	/s/ THOMAS B. GREEN Thomas B. Green Chairman of Benefits Administration Committee

5

EXHIBIT INDEX

Exhibit Number	Description
4	Rights Agreement, dated as of November 29, 1995 (incorporated by reference to Exhibit 4 to the Company’s Report on Form 8-K dated November 29, 1995 and filed on November 30, 1995).
5*	Copy of Internal Revenue Service determination that the plan is qualified under Section 401 of the Internal Revenue Code.
23*	Consent of Independent Accountants.
24*	Power of Attorney (set forth on signature page).
99.1*	Amended and Restated Dell Computer Corporation 401(k) Plan, effective January 1, 2000.
99.2*	Amendment No. 1 to the Dell Computer Corporation 401(k) Plan, effective July 31, 2001.
99.3*	Trust Agreement between Dell Computer Corporation and The Chase Manhattan Bank, N.A., effective April 1, 1996.
99.4*	Amendment No. 1 to the Dell Computer Corporation Master Trust, effective December 26, 2000.
99.5*	Amendment No. 2 to the Dell Computer Corporation Trust, Agreement effective January 1, 2001.

* Filed herewith.

  EX-5 3 d90771ex5.txt EX-5 - COPY OF INTERNAL REVENUE SERVICE 1 EXHIBIT 5 COPY OF INTERNAL REVENUE SERVICE DETERMINATION LETTER 2 INTERNAL REVENUE SERVICE DEPARTMENT OF TREASURY DISTRICT DIRECTOR 1100 COMMERCE STREET DALLAS, TX 75242 Employer Identification Number: Date: Feb 14 1996 74-2487834 File Folder Number: DELL COMPUTER CORPORATION 740017732 1909 WEST BRAKER LANE, BUILDING E Person to Contact: AUSTIN, TX 78758 JILL RUTHERFORD Contact Telephone Number (214) 767-6023 Plan Name: 401K PLAN Plan Number : 001 Dear Applicant: We have made a favorable determination on your plan, identified above, based on the information supplied. Please keep this letter in your permanent records. Continued qualification of the plan under its present form will depend on its effect in operation. (See section 1.401-1(b)(3) of the Income Tax Regulations.) We will review the status of the plan in operation periodically. The enclosed document explains the significance of this favorable determination letter, points out some features that may affect the qualified status of your employee retirement plan, and provides information on the reporting requirements for your plan. It also describes some events that automatically nullify it. It is very important that you read the publication. This letter relates only to the status of your plan under the Internal Revenue Code. It is not a determination regarding the effect of other federal or local statutes. This determination letter is applicable for the amendment(s) adopted on 3-30-95 & 2-16-95. This plan has been mandatorily disaggregated, permissively aggregated, or restructured to satisfy the nondiscrimination requirements. This plan satisfies the nondiscrimination in amount requirement of section 1.401(a)(4)-1(b)(2) of the regulations on the basis of a design-based safe harbor described in the regulations. This letter is issued under Rev. Proc. 93-39 and considers the amendments required by the Tax Reform Act of 1986 except as otherwise specified in this letter. This plan satisfies the nondiscriminatory current availability requirements of section 1.401(a)(4)-4(b) of the regulations with respect to those benefits, rights, and features that are currently available to all employees in the plan's coverage group. For this purpose, the plan's coverage group consists of those employees treated as currently benefiting for purposes of demonstrating that the plan satisfies the minimum coverage requirements of section 410(b) of the Code. Letter 85 (DO/CG) 3 -2- This letter may not be relied upon with respect to whether the plan satisfies the qualification requirements as amended by the Uruguay Round Agreements Act, Pub. L. 103-465. The information on the enclosed addendum is an integral part of this determination. Please be sure to read and keep it with this letter. We have sent a copy of this letter to your representative as indicated in the power of attorney. If you have questions concerning this matter, please contact the person whose name and telephone number are shown above. Sincerely yours, /s/ BOBBY E. SCOTT Bobby E. Scott District Director Enclosures: Publication 794 Addendum Letter 835 (DO/CG) 4 -3- DELL COMPUTER CORPORATION This letter also applies to the amendments adopted on 1-30-95. Letter 835 (DO/CG) EX-23 4 d90771ex23.txt EX-23 CONSENT OF INDEPENDENT ACCOUNTANTS 1 EXHIBIT 23 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 15, 2001 relating to the consolidated financial statements and financial statement schedule, which appears on page 26 of the Dell Computer Corporation Annual Report on Form 10-K, for the year ended February 2, 2001. We also consent to the incorporation by reference in this Registration Statement of our report dated June 29, 2001 relating to the financial statements and financial statement schedule, which appears in the Dell Computer Corporation 401(k) Plan Annual Report on Form 11-K, for the year ended December 31, 2000. /s/ PricewaterhouseCoopers LLP Austin, Texas September 20, 2001 EX-99.1 5 d90771ex99-1.txt EX-99.1 AMENDED/RESTATED 401(K) PLAN 1 EXHIBIT 99.1 AMENDED AND RESTATED DELL COMPUTER CORPORATION 401(k) PLAN 2 DELL COMPUTER CORPORATION 401(k) PLAN AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2000 3 TABLE OF CONTENTS

PAGE ---- I. DEFINITIONS AND CONSTRUCTION 1.1 DEFINITIONS................................................1 1.2 NUMBER AND GENDER..........................................9 1.3 HEADINGS...................................................9 1.4 CONSTRUCTION...............................................9 1.5 PROFIT SHARING PLAN.......................................10 II. PARTICIPATION 2.1 PARTICIPATION.............................................11 2.2 AUTOMATIC ENROLLMENT......................................11 2.3 CESSATION OF PARTICIPATION................................11 2.4 SUSPENSION OF PARTICIPATION REQUIREMENTS..................12 III. CONTRIBUTIONS 3.1 SALARY REDUCTION CONTRIBUTIONS............................13 3.2 EMPLOYER MATCHING CONTRIBUTIONS...........................14 3.3 EMPLOYER RETIREMENT SAVINGS CONTRIBUTIONS.................15 3.4 EMPLOYER FAIL SAFE CONTRIBUTIONS..........................16 3.5 RETURN OF CONTRIBUTIONS...................................16 3.6 DISPOSITION OF EXCESS DEFERRALS AND EXCESS CONTRIBUTIONS...........................................17 3.7 ROLLOVER CONTRIBUTIONS....................................18 IV. ALLOCATIONS AND LIMITATIONS 4.1 SUSPENDED AMOUNTS.........................................20 4.2 ALLOCATION OF CONTRIBUTIONS TO ACCOUNTS...................20 4.3 TIME OF ALLOCATION OF CONTRIBUTIONS.......................21 4.4 APPLICATION OF FORFEITURES................................22 4.5 VALUATION OF ACCOUNTS.....................................22 4.6 CODE SECTION 415 LIMITATIONS AND CORRECTIONS..............22 V. INVESTMENT OF ACCOUNTS 5.1 INVESTMENT OF ACCOUNTS BY PARTICIPANTS....................25 5.2 RESTRICTION ON ACQUISITION OF COMPANY STOCK...............25 5.3 PASS-THROUGH VOTING OF COMPANY STOCK......................25 5.4 STOCK RIGHTS, STOCK SPLITS, AND STOCK DIVIDENDS...........26 5.5 PARTICIPANT RIGHTS........................................26 VI. IN-SERVICE WITHDRAWALS 6.1 AGE 59 1/2 WITHDRAWALS....................................27 6.2 FINANCIAL HARDSHIP WITHDRAWALS............................27

i 4 TABLE OF CONTENTS (continued)

PAGE ---- 6.3 RESTRICTIONS ON IN-SERVICE WITHDRAWALS....................28 VII. DISTRIBUTIONS AFTER SEPARATION FROM SERVICE 7.1 RETIREMENT BENEFITS.......................................30 7.2 DISABILITY BENEFITS.......................................30 7.3 DEATH BENEFITS............................................30 7.4 SEPARATION FROM SERVICE PRIOR TO RETIREMENT...............31 VIII. TIME AND FORM OF PAYMENT OF BENEFITS 8.1 TIME OF PAYMENT...........................................35 8.2 DETERMINATION OF BENEFIT COMMENCEMENT DATE................35 8.3 FORMS OF BENEFITS.........................................37 8.4 CASH-OUT OF BENEFIT NOT IN EXCESS OF $5,000...............37 8.5 DIRECT ROLLOVER ELECTION..................................37 8.6 PAYEE OF BENEFITS.........................................38 8.7 BENEFITS FROM ACCOUNT BALANCES............................38 8.8 UNCLAIMED BENEFITS........................................38 8.9 CLAIMS REVIEW.............................................38 IX. LOANS 9.1 ELIGIBILITY FOR LOAN......................................40 9.2 MINIMUM LOAN..............................................40 9.3 MAXIMUM LOAN..............................................40 9.4 INTEREST, SECURITY, AND FEES..............................41 9.5 REPAYMENT TERMS OF LOAN...................................41 9.6 DEFAULT AND OFFSET........................................42 X. ADMINISTRATION OF THE PLAN 10.1 APPOINTMENT OF COMMITTEE.................................44 10.2 TERM, VACANCIES, RESIGNATION, AND REMOVAL.................44 10.3 OFFICERS, RECORDS, AND PROCEDURES.........................44 10.4 MEETINGS..................................................44 10.5 SELF-INTEREST OF MEMBERS..................................44 10.6 COMPENSATION AND BONDING..................................45 10.7 COMMITTEE POWERS AND DUTIES...............................45 10.8 EMPLOYER TO SUPPLY INFORMATION............................46 10.9 INDEMNIFICATION...........................................46 10.10 TEMPORARY RESTRICTIONS....................................47

ii 5 TABLE OF CONTENTS (continued)

PAGE ---- XI. TRUSTEE AND ADMINISTRATION OF TRUST FUND 11.1 APPOINTMENT, RESIGNATION, REMOVAL, AND REPLACEMENT OF TRUSTEE.................................................48 11.2 TRUST AGREEMENT...........................................48 11.3 PAYMENT OF EXPENSES.......................................48 11.4 TRUST FUND PROPERTY.......................................48 11.5 DISTRIBUTIONS FROM PARTICIPANTS' ACCOUNTS.................48 11.6 PAYMENTS SOLELY FROM TRUST FUND...........................49 11.7 NO BENEFITS TO THE EMPLOYER...............................49 XII. FIDUCIARY PROVISIONS 12.1 ARTICLE CONTROLS..........................................50 12.2 GENERAL ALLOCATION OF FIDUCIARY DUTIES....................50 12.3 FIDUCIARY DUTY............................................50 12.4 DELEGATION OF FIDUCIARY DUTIES............................50 12.5 INVESTMENT MANAGER........................................51 XIII. AMENDMENTS 13.1 RIGHT TO AMEND............................................52 13.2 LIMITATION ON AMENDMENTS..................................52 XIV. DISCONTINUANCE OF CONTRIBUTIONS, TERMINATION, PARTIAL TERMINATION, AND MERGER OR CONSOLIDATION 14.1 RIGHT TO DISCONTINUE CONTRIBUTIONS, TERMINATE, OR PARTIALLY TERMINATE.................................................53 14.2 PROCEDURE IN THE EVENT OF DISCONTINUANCE OF CONTRIBUTIONS, TERMINATION, OR PARTIAL TERMINATION.....................53 14.3 MERGER, CONSOLIDATION, OR TRANSFER........................54 XV. PARTICIPATING EMPLOYERS 15.1 DESIGNATION OF OTHER EMPLOYERS............................55 15.2 SINGLE PLAN...............................................56 XVI. MISCELLANEOUS PROVISIONS 16.1 NOT CONTRACT OF EMPLOYMENT................................57 16.2 ALIENATION OF INTEREST FORBIDDEN..........................57 16.3 UNIFORMED SERVICES EMPLOYMENT AND REEMPLOYMENT RIGHTS ACT REQUIREMENTS............................................57 16.4 PAYMENTS TO MINORS AND INCOMPETENTS.......................57 16.5 ACQUISITION AND HOLDING OF COMPANY STOCK..................57 16.6 PARTICIPANT'S AND BENEFICIARY'S ADDRESSES.................58 16.7 SEVERABILITY..............................................58

iii 6 TABLE OF CONTENTS (continued)

PAGE ---- 16.8 JURISDICTION..............................................58 16.9 INCORRECT INFORMATION OR ERROR............................58 16.10 MERGED PLANS..............................................58 XVII. TOP-HEAVY STATUS 17.1 ARTICLE CONTROLS..........................................59 17.2 DEFINITIONS...............................................59 17.3 TOP-HEAVY STATUS..........................................60 17.4 TOP-HEAVY VESTING SCHEDULE................................61 17.5 TOP-HEAVY CONTRIBUTION....................................61 17.6 TERMINATION OF TOP-HEAVY STATUS...........................62 17.7 EFFECT OF ARTICLE.........................................62

iv 7 DELL COMPUTER CORPORATION 401(k) PLAN WITNESSETH: WHEREAS, DELL COMPUTER CORPORATION (the "Company") has heretofore adopted and maintains the DELL COMPUTER CORPORATION 401(k) PLAN (the "Plan") for the benefit of eligible employees of the Company and participating affiliates; and WHEREAS, the Company desires to restate the Plan and to amend the Plan in several respects, intending thereby to provide an uninterrupted and continuing program of benefits; NOW THEREFORE, the Plan is hereby restated in its entirety as follows with no interruption in time, effective as of January 1, 2000, except as otherwise indicated herein: -i- 8 I. DEFINITIONS AND CONSTRUCTION 1.1 DEFINITIONS. Where the following words and phrases appear capitalized in the Plan, they shall have the respective meanings set forth below, unless their context clearly indicates to the contrary. (a) ACCOUNT(S): Accounts means accounts or records maintained by the administrator or its agent indicating the monetary value of the total interest in the Trust Fund of each Participant, each former Participant, and each beneficiary. The types of individual accounts under this Plan are: (1) Salary Reduction Contribution Account; (2) Employer Contribution Account; and (3) Rollover Contribution Account. (b) BENEFIT COMMENCEMENT DATE: With respect to each Participant or beneficiary, the first day of the first period for which such Participant's or beneficiary's benefit is payable to him from the Trust Fund, determined in accordance with Section 8.2. (c) BONUS: Bonus means the amount paid to an IBP Participant pursuant to the Company's Annual Incentive Bonus Plan. All other bonus payments, if any, including "sign-on bonuses," "on the spot awards," and other customized bonus programs shall not be considered a Bonus under the Plan and will be included in that Participant's Considered Compensation. (d) CODE: The Internal Revenue Code of 1986, as amended. (e) COMMITTEE: The administrative committee appointed by the Directors to administer the Plan. (f) COMPANY: Dell Computer Corporation. (g) COMPANY STOCK: The common stock of Dell Computer Corporation. (h) COMPENSATION: A Participant's Compensation for a Limitation Year shall include all the items in Section 1.1(h)(1) below, exclude all the items in Section 1.1(h)(2) below, and shall be subject to the limitation provided in Section 1.1(h)(3) below. The determination of a Participant's Compensation for periods prior to January 1, 2000 shall be controlled by the prior plan document. (1) All of the following items shall be included: (i) The total of all wages, salaries, fees for professional services, and other amounts received by a Participant in cash or in kind for 9 services actually rendered in the course of employment with the Employer while a Participant and an Employee to the extent such amounts are includable in gross income (but determined without regard to the exclusions from gross income under sections 931 and 933 of the Code); (ii) In the case of a Participant who is an employee within the meaning of section 401(c)(1) of the Code and the Treasury regulations thereunder, the Employee's earned income (as described in section 401(c)(2) of the Code and the Treasury regulations thereunder) determined without regard to the exclusions from gross income under sections 931 and 933 of the Code; (iii) Foreign earned income (as defined in section 911(b) of the Code) whether or not excludable from gross income; (iv) Amounts described in sections 104(a)(3), 105(a), and 105(h) of the Code, but only to the extent these amounts are includable in the gross income of the Participant; (v) The value of a non-qualified stock option granted to the Participant by the Employer, but only to the extent that the value of the option is includable in the gross income of the Participant for the taxable year in which it is granted; (vi) The amount includable in the gross income of the Participant upon making an election described in section 83(b); (vii) Elective contributions made on a Participant's behalf by the Employer that are not includable in income under section 125, section 402(e)(3), section 402(h), section 403(b), or section 457 of the Code; (viii) Any amounts that are not includable in the gross income of a Participant under a salary reduction agreement by reason of the application of section 132(f) of the Code; (ix) For Plan Years beginning on or after January 1, 2001, on the spot awards; and (x) For Plan Years beginning on or after January 1, 2001, noncash awards such as gifts and trips. (2) All of the following items shall be excluded to the extent they would otherwise be included under Section 1.1(i)(1): (i) Reimbursements and other expense allowances; (ii) Cash and noncash fringe benefits; -2- 10 (iii) Moving expenses; (iv) Deferred compensation under any plan or program other than as specifically included in Section 1.1(i)(1)(vii); (v) Welfare benefits; (vi) Employer contributions to or payments from this or any other deferred compensation program, whether such program is qualified under section 401(a) of the Code or nonqualified; (vii) Amounts realized from the exercise of a stock option that is not an incentive stock option within the meaning of section 422 of the Code; (viii) Amounts realized at the time restricted stock or property is freely transferable or no longer subject to a substantial risk of forfeiture in accordance with section 83 of the Code; (ix) Amounts realized from the sale, exchange, disqualifying disposition or other disposition of stock acquired under an incentive stock option; (x) Any other amounts that receive special tax benefits under the Code, such as premiums for group life insurance (but only to the extent such premiums are not includable in the gross income of the Participant); (xi) On the spot awards; and (xii) Noncash awards such as gifts and trips. (3) The Compensation of any Participant taken into account for purposes of the Plan shall be limited to $170,000 for any Plan Year with such limitation to be: (i) Adjusted automatically to reflect any amendments to section 401(a)(17) of the Code and any cost-of-living increases authorized by section 401(a)(17) of the Code; and (ii) Prorated for a Plan Year of less than twelve months and to the extent otherwise required by applicable law. (i) CONSIDERED COMPENSATION: A Participant's Considered Compensation for a Limitation Year shall include his Compensation (as defined above) reduced by any Bonus paid to the Participant. Any bonus payments made to a Participant that is not an IBP Participant shall be included in that Participant's Considered Compensation. -3- 11 (j) CONTROLLED ENTITY: Each entity that is a member of a controlled group of corporations (within the meaning of sections 414(b) and 414(c) of the Code) or an affiliated service group (within the meaning of sections 414(m) or 414(o) of the Code) of which the Employer is a member. (k) DIRECT ROLLOVER: A payment by the Plan to an Eligible Retirement Plan designated by a Distributee. (l) DIRECTORS: The Board of Directors of the Company. (m) DISTRIBUTEE: Each (i) Participant entitled to an Eligible Rollover Distribution, (ii) Participant's surviving spouse with respect to the interest of such surviving spouse in an Eligible Rollover Distribution, and (iii) individual who is an alternate payee under a qualified domestic relations order, as defined in section 414(p) of the Code, with regard to the interest of such former spouse in an Eligible Rollover Distribution. (n) EFFECTIVE DATE: January 1, 2000, as to this restatement of the Plan, except (i) as otherwise indicated in specific provisions of the Plan, or (ii) where provisions of the Plan are required to have an earlier effective date by applicable statute or regulation such provision shall be effective as of the required effective date. The original effective date of the Plan was June 1, 1989. (o) ELIGIBLE EMPLOYEE: Any Employee eligible to participate in the Plan in accordance with Section 2.1. (p) ELIGIBLE RETIREMENT PLAN: (i) With respect to a Distributee other than a surviving spouse, an individual retirement account described in section 408(a) of the Code, an individual retirement annuity described in section 408(b) of the Code, an annuity plan described in section 403(a) of the Code, or a qualified plan described in section 401(a) of the Code, which under its provisions does, and under applicable law may, accept such Distributee's Eligible Rollover Distribution, and (ii) with respect to a Distributee who is a surviving spouse, an individual retirement account described in section 408(a) of the Code or an individual retirement annuity described in section 408(b) of the Code. (q) ELIGIBLE ROLLOVER DISTRIBUTION: With respect to a Distributee, any distribution of all or part of the Accounts of a Participant other than (i) a distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the Distributee or the joint lives (or joint life expectancies) of the Distributee and the Distributee's designated beneficiary or for a specified period of ten years or more, (ii) a distribution to the extent such distribution is required under section 401(a)(9) of the Code, (iii) the portion of a distribution that is not includable in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities), (iv) a loan treated as a distribution under section 72(p) of the Code and not excepted by section 72(p)(2) of the Code, (v) a loan in default that is a deemed distribution, (vi) any corrective distribution provided in Section 3.6 -4- 12 and Subsection 4.6(b), and (vii) any other distribution so designated by the Internal Revenue Service in revenue rulings, notices, and other guidance of general applicability. Further, a distribution pursuant to Section 6.2 from the Salary Reduction Account of a Participant who has not attained age 59 1/2 shall not constitute an Eligible Rollover Distribution. (r) EMPLOYEE: Each individual employed by an Employer (including Leased Employees). (s) EMPLOYER: The Company and each entity that has been designated to participate in the Plan pursuant to the provisions of Article XV. (t) EMPLOYER CONTRIBUTION ACCOUNT: An individual account for each Participant, which is credited with the sum of: (i) any Employer Matching Contributions made on such Participant's behalf pursuant to Section 3.2; (ii) any Employer Retirement Savings Contributions made on such Participant's behalf pursuant to Section 3.3; and (iii) any Employer Fail Safe Contributions made on such Participant's behalf pursuant to Section 3.4 to satisfy the restrictions set forth in Subsection 3.2(c). The Administrator or any recordkeeper retained by the Administrator shall create such sub-accounts to the Participant's Employer Contribution Account as are necessary to separately account for each of the Employer Contributions described above and in Section 1.1(u). (u) EMPLOYER CONTRIBUTIONS: The total of (i) Employer Matching Contributions, (ii) Employer Retirement Savings Contributions, and (iii) Employer Fail Safe Contributions. (v) EMPLOYER MATCHING CONTRIBUTIONS: Contributions made to the Plan by the Employer pursuant to Section 3.2. (w) EMPLOYER RETIREMENT SAVINGS CONTRIBUTIONS: Contributions made to the Plan by the Employer pursuant to Section 3.3. (x) EMPLOYER FAIL SAFE CONTRIBUTIONS: Contributions made to the Plan by the Employer pursuant to Section 3.4. (y) EMPLOYMENT COMMENCEMENT DATE: The date on which an individual first performs an Hour of Service. (z) ERISA: The Employee Retirement Income Security Act of 1974, as amended. (aa) HIGHLY COMPENSATED EMPLOYEE: Each Employee who performs services during the Plan Year for which the determination of who is highly compensated is being made (the "Determination Year") and who: (1) Is a five-percent owner of the Employer (within the meaning of section 416(i)(1)(A)(iii) of the Code) at any time during the Determination Year or the twelve-month period immediately preceding the Determination Year (the "Look-Back Year"); or -5- 13 (2) During the Determination Year or the Look-Back Year received Compensation (within the meaning of section 414(q)(4) of the Code); in excess of $80,000 (with such amount to be adjusted automatically to reflect any cost-of-living adjustments authorized by section 414(q)(1) of the Code). For purposes of the preceding sentence, (i) all employers aggregated with the Employer under section 414(b), (c), (m), or (o) of the Code shall be treated as a single employer and (ii) a former Employee who had a separation year (generally, the Determination Year such Employee separates from service) prior to the Determination Year and who was an active Highly Compensated Employee for either such separation year or any Determination Year ending on or after such Employee's fifty-fifth birthday shall be deemed to be a Highly Compensated Employee. To the extent that the provisions of this Paragraph are inconsistent or conflict with the definition of a "highly compensated employee" set forth in section 414(q) of the Code and the Treasury regulations thereunder, the relevant terms and provisions of section 414(q) of the Code and the Treasury regulations thereunder shall govern and control. Notwithstanding the above, the Company may apply the top paid group election permitted by section 414(q) of the Code. (bb) HOUR OF SERVICE: Each hour for which an individual is directly or indirectly paid, or entitled to payment, by the Employer or a Controlled Entity for the performance of duties. (cc) IBP PARTICIPANT: IBP Participant means any employee that is participating in the Company's Annual Incentive Bonus Plan and is assigned an employment classification of D3 or higher, as determined by the Company. (dd) INVESTMENT FUND: Investment funds made available from time to time by the Committee for the investment of Plan assets as described in Article V. (ee) LEASED EMPLOYEE: Each person who is not an employee of the Employer or a Controlled Entity but who performs services for the Employer or a Controlled Entity pursuant to an agreement (oral or written) between the Employer or a Controlled Entity and any leasing organization, provided that such person has performed such services for the Employer or a Controlled Entity or for related persons (within the meaning of section 144(a)(3) of the Code) on a substantially full-time basis for a period of at least one year and such services are performed under primary direction or control by the Employer or a Controlled Entity. (ff) LIMITATION YEAR: The Limitation Year is equal to the Plan Year. (gg) NORMAL RETIREMENT DATE: The date a Participant attains the age of sixty-five. (hh) PARTICIPANT: Each individual who (i) has met the eligibility requirements for participation in the Plan pursuant to Article II or (ii) has made a Rollover Contribution in accordance with Section 3.7, but only to the extent provided in Section 3.7. -6- 14 (ii) PERIOD OF SERVICE: Each period of an individual's Service commencing on his Employment Commencement Date or Reemployment Commencement Date, if applicable, and ending on a Severance from Service Date. Notwithstanding the foregoing: (1) A period during which an individual is absent from Service by reason of the individual's pregnancy, the birth of a child of the individual, the placement of a child with the individual in connection with the adoption of such child by the individual, or for the purposes of caring for such child for the period immediately following such birth or placement shall not constitute a Period of Service between the first and second anniversary of the first date of such absence or during any subsequent period. (2) A Period of Service shall also include any period required to be credited as a Period of Service by federal law, but only under the conditions and to the extent so required by such federal law. (3) If an individual terminates his Service (at a time other than during a leave of absence) and subsequently resumes his Service, if his Reemployment Commencement Date is within twelve months of his Severance from Service Date, such Period of Severance shall be treated as a Period of Service. (4) If an individual terminates his Service during a leave of absence and subsequently resumes his Service, if his Reemployment Commencement Date is within twelve months of the beginning of such leave of absence, such Period of Severance shall be treated as a Period of Service. (5) The Committee, in its discretion, may credit an individual with Period(s) of Service for "pre-participation service" (within the meaning of Treasury Regulation Section 1.401(a)(4)-11(d)(3)(ii)(A)), but only if (i) such pre-participation service would not otherwise be credited as a Period of Service and (ii) such crediting of Period(s) of Service (A) has a legitimate business reason, (B) does not by design or operation discriminate significantly in favor of Highly Compensated Employees, and (C) is applied to all similarly situated employees. Moreover, the Committee, in its discretion, may credit an individual with Period(s) of Service for "imputed service" (within the meaning of Treasury regulation Section 1.401(a)(4)-11(d)(3)(ii)(B)), but only if (i) such imputed service would not otherwise be credited as a Period of Service, (ii) such crediting of Period(s) of Service (A) has a legitimate business reason, (B) does not by design or operation discriminate significantly in favor of Highly Compensated Employees, and (C) is applied to all similarly situated employees, and (iii) the individual has not permanently ceased to perform services as an employee of the Employer or a Controlled Entity, provided -7- 15 that clause (iii) of this sentence shall not apply if (A) the individual is not performing services for the Employer or a Controlled Entity because of a disability, (B) the individual is performing services for another employer under an arrangement that provides some ongoing business benefit to the Employer or a Controlled Entity, or (C) for purposes of vesting and accrual, the individual is performing service for another employer which is being treated under the Plan as actual service with the Employer or a Controlled Entity. (6) In the event that the Plan constitutes a plan of a predecessor employer within the meaning of section 414(a) of the Code, service for such predecessor employer shall be treated as a Period of Service to the extent required by section 414(a) of the Code. (jj) PERIOD OF SEVERANCE: Each period of time commencing on an individual's Severance from Service Date and ending on a Reemployment Commencement Date. (kk) PLAN: The Dell Computer Corporation 401(k) Plan, as amended from time to time. (ll) PLAN YEAR: The twelve-consecutive month period commencing January 1 of each year. (mm) REEMPLOYMENT COMMENCEMENT DATE: The first date on which an individual performs an Hour of Service following a Severance from Service Date. (nn) ROLLOVER CONTRIBUTION ACCOUNT: An individual account for an Eligible Employee, which is credited with the Rollover Contributions of such Employee. (oo) ROLLOVER CONTRIBUTIONS: Contributions made by an Eligible Employee pursuant to Section 3.7. (pp) SALARY REDUCTION CONTRIBUTION ACCOUNT: An individual account for each Participant, which is credited with any Salary Reduction Contributions made by the Employer on such Participant's behalf and any Employer Fail Safe Contributions made on such Participant's behalf pursuant to Section 3.4 to satisfy the restrictions set forth in Subsection 3.1(e). (qq) SALARY REDUCTION CONTRIBUTIONS: Contributions made to the Plan by the Employer on a Participant's behalf in accordance with the Participant's elections to defer Considered Compensation or Bonus under the Plan's qualified cash or deferred arrangement as described in Section 3.1. (rr) SERVICE: The period of an individual's employment with the Employer or a Controlled Entity (but only for periods of employment while the entity is a Controlled Entity). -8- 16 (ss) SEVERANCE FROM SERVICE DATE: The first date on which an individual terminates his Service following his Employment Commencement Date or Reemployment Commencement Date, if applicable. Notwithstanding the foregoing, the Severance from Service Date of an individual who is absent from Service by reason of pregnancy, the birth of a child, the placement of a child with the individual in connection with the adoption of such child by the individual, or for purposes of caring for such child for the period immediately following such birth or placement shall be the second anniversary of the first date of such absence. The Severance from Service Date of an individual who is absent from Service due to an authorized leave of absence and who does not recommence Service at the end of such leave of absence shall be the first date on which the leave of absence commenced. (tt) TRUST: The trust(s) established under the Trust Agreement(s) to hold and invest contributions made under the Plan and income thereon, and from which Plan benefits are distributed. (uu) TRUST AGREEMENT: The agreement(s) entered into between the Company and the Trustee establishing the Trust, as such agreement(s) may be amended from time to time. (vv) TRUST FUND: The funds and properties held pursuant to the provisions of the Trust Agreement for the use and benefit of the Participants, together with all income, profits, and increments thereto. (ww) TRUSTEE: The trustee or trustees qualified and acting under the Trust Agreement at any time. (xx) VALUATION DATE: Each day that the New York Stock Exchange is open for business. (yy) VESTED INTEREST: The percentage of a Participant's Accounts that, pursuant to the Plan, is nonforfeitable. (zz) VESTING SERVICE: The measure of service used in determining a Participant's Vested Interest as determined in accordance with Section 7.4. 1.2 NUMBER AND GENDER. Wherever appropriate herein, words used in the singular shall be considered to include the plural, and words used in the plural shall be considered to include the singular. The masculine gender, where appearing in the Plan, shall be deemed to include the feminine gender. 1.3 HEADINGS. The headings of Articles and Sections herein are included solely for convenience, and if there is any conflict between such headings and the text of the Plan, the text shall control. 1.4 CONSTRUCTION. It is intended that the Plan be qualified within the meaning of section 401(a) of the Code and that the Trust be tax exempt under section 501(a) of the Code, and all provisions herein shall be construed in accordance with such intent. -9- 17 1.5 PROFIT SHARING PLAN. The Plan is intended to qualify as a profit sharing plan for purposes of sections 401(a), 402, 412, and 417 of the Code. Contributions to this Plan are not dependent on profits by an Employer. -10- 18 II. PARTICIPATION 2.1 PARTICIPATION. (a) Each Eligible Employee shall be eligible to become a Participant in the Plan upon the date coincident with such Eligible Employee's Employment Commencement Date. (b) Notwithstanding Subsection 2.1(a), an Eligible Employee who was a Participant in the Plan on the day prior to the Effective Date shall remain a Participant in this restatement thereof as of the Effective Date. (c) The following groups of Employees are not eligible to participate in the Plan: (1) An Employee whose terms and conditions of employment are governed by a collective bargaining agreement, unless such agreement provides for his coverage under the Plan; (2) A nonresident alien who receives no earned income from an Employer that constitutes income from sources within the United States unless otherwise specifically covered by a participating entity pursuant to the provisions of Article XV; (3) An individual who is a Leased Employee or who would be a Leased Employee but for the fact that he has not performed services on a substantially full-time basis for a period of at least one year; (4) Any employee that is not included on the payroll records of the Company or a Controlled Entity as a common law employee or is otherwise classified or treated by an Employer as an independent contractor or other non-common law employee, and it is expressly intended that such individuals are to be excluded from Plan participation even if a court or administrative agency determines that such individuals are common law employees; or (5) Any individual on the payroll of Spherion Corporation. 2.2 AUTOMATIC ENROLLMENT. Each Eligible Employee shall automatically become a Participant upon the date on which he first becomes eligible under the provisions of Section 2.1. 2.3 CESSATION OF PARTICIPATION. (a) Except as provided in Subsections 2.3(b) and 2.3(c), a Participant shall continue to be a Participant so long as (and only so long as) he maintains a balance in any of his Accounts. -11- 19 (b) A Participant who ceases to be an Eligible Employee but remains an Employee shall continue to be a Participant, but, on and after the date he ceases to be an Eligible Employee, he shall no longer be entitled to make deferrals hereunder or share in allocations of Employer Contributions unless and until he shall again become an Eligible Employee. (c) A Participant who ceases to be an Employee shall remain a Participant as long as he has any balance is his Accounts, but he shall not be entitled to actively participate in the Plan except as otherwise specifically provided herein. 2.4 SUSPENSION OF PARTICIPATION REQUIREMENTS. In the event that, after application of Section 3.3(b), the group of Employees covered by the Plan do not satisfy the ratio percentage test in accordance with section 410(b) of the Code, certain employees of Spherion Corporation who provide services to Dell (the "Spherion Employees") shall be permitted to participate the Plan as described below. The participation requirements will be suspended, beginning first with the Spherion Employee(s) with the lowest Compensation during the Plan Year, and continuing to suspend in ascending order the participation requirements for each Spherion Employee with a higher level of Compensation, from the lowest to the highest Compensation level, until the Plan satisfies section 410(b)(1) of the Code. If two or more Spherion Employees have the same Compensation, the Plan will suspend the participation requirements for all such Spherion Employees, irrespective of whether the Plan can satisfy section 410(b)(1)of the Code by accruing benefits for fewer than all such Spherion Employees. If the Plan suspends the participation requirements for a Spherion Employee, that Employee will share in the allocation of Employer contributions and Participant forfeitures, if any, in accordance with the following: (a) In addition to the Employer Retirement Savings Contribution provided for in Subsections 3.3(a) and (b), the Employer may make an Employer Retirement Savings Contribution to the Employer Retirement Savings Contribution sub-account of each Spherion Employee permitted to Participate in the Plan pursuant to Subsection 2.4 in accordance with Subsection 3.3(a); (b) In addition to the Employer Fail Safe Contribution provided for in Section 3.4, the Employer may make an additional Employer Fail Safe Contribution to the Employer Fail Safe Contribution sub-account of each Spherion Employee permitted to Participate in the Plan pursuant to Subsection 2.4 in an amount determined by multiplying the Employee's Compensation by the "average deferral percentage" (as defined in Subsection 3.1(f) ) of all other Participants in the Plan; and (c) In addition to the Employer Matching Contribution provided for in Section 3.2, the Employer may make an Employer Matching Contribution to the Employer Matching Contribution sub-account of each Spherion Employee permitted to Participate in the Plan pursuant to section 2.4 of the Plan in an amount determined by multiplying the Employee's Compensation by the "average contribution percentage" (as defined in Subsection 3.2(d)) of all other Participants in the Plan. -12- 20 III. CONTRIBUTIONS 3.1 SALARY REDUCTION CONTRIBUTIONS. (a) A Participant shall elect to defer an integral percentage from 0% to 15% (or such lesser percentage as may be prescribed from time to time by the Committee) of his Considered Compensation for a Plan Year by having the Employer contribute the amount so deferred to the Plan. (b) Notwithstanding the preceding, an IBP Participant must make a separate election to defer an integral percentage from 0% to 15% (or such lesser percentage as may be prescribed from time to time by the Committee) of his Bonus, if any, by having the Employer contribute the amount so deferred to the Plan. (c) A Participant's election to defer an amount of his Considered Compensation and Bonus, if any, shall be made by authorizing his Employer, in the manner prescribed by the Committee, to reduce his Considered Compensation and Bonus, if any, in the elected amount, and the Employer, in consideration thereof, agrees to contribute an equal amount to the Plan. A Participant's election made pursuant to this Subsection shall be implemented as soon as administratively practicable after such election is made. A Participant's Considered Compensation deferral election shall remain in force and effect for all periods following its implementation until modified in accordance with Subsection 3.1(c) or canceled in accordance with Subsection 3.1(d) or until such Participant ceases to be an Eligible Employee. A Participant's Bonus deferral election shall remain in force and effect until the end of the Plan Year for which such election was made unless earlier modified in accordance with Subsection 3.1(c) or canceled in accordance with Subsection 3.1(d) or until such Participant ceases to be an Eligible Employee. Considered Compensation and Bonus for a Plan Year not so deferred by a Participant shall be received by such Participant in cash. (d) A Participant may change his deferral election percentage, effective (i) as soon as administratively feasible, in the case of Considered Compensation deferrals, and (ii) the next following Bonus payment date, in the case of Bonus deferrals, in each case by communicating such new deferral election percentage to his Employer in the manner and within the time period prescribed by the Committee. (e) A Participant may cancel his Considered Compensation deferral election, effective as of the first day of any pay period, and his Bonus deferral election, effective as of the next following Bonus payment date, in each case by communicating such cancellation to his Employer in the manner and within the time period prescribed by the Committee. A Participant who so cancels his deferral election may resume deferrals, effective as of (i) the first day of any subsequent pay period in the case of Considered Compensation deferrals and (ii) the next following Bonus payment date in the case of Bonus deferrals, in each case by communicating his new deferral election to his Employer in the manner and within the time period prescribed by the Committee. -13- 21 (f) In restriction of the Participants' elections, the Salary Reduction Contributions and the elective deferrals (within the meaning of section 402(g)(3) of the Code) under all other plans, contracts, and arrangements of the Employer on behalf of any Participant for any calendar year shall not exceed $10,500 (with such amount to be adjusted automatically to reflect any cost-of-living adjustments authorized by section 402(g)(5) of the Code). (g) In further restriction of the Participants' elections, it is specifically provided that one of the "actual deferral percentage" tests set forth in section 401(k)(3) of the Code and the Treasury regulations thereunder must be met in each Plan Year with respect to which the Plan does not satisfy the alternative method of satisfying the nondiscrimination requirements as set forth in section 401(k)(12) of the Code. Such testing shall utilize the prior year testing method as such term is defined in Internal Revenue Service Notice 98-1. If multiple use of the alternative limitation (within the meaning of section 401(m)(9) of the Code and Treasury regulation Section 1.401(m)-2(b)) occurs during a Plan Year, such multiple use shall be corrected in accordance with the provisions of Treasury regulation Section 1.401(m)-2(c); provided, however, that if such multiple use is not eliminated by making Employer Fail Safe Contributions, then the "actual contribution percentages" of all Highly Compensated Employees participating in the Plan shall be reduced, and the excess contributions distributed, in accordance with the provisions of Subsection 3.6(c) and applicable Treasury regulations, so that there is no such multiple use. (h) If the Committee determines that a reduction of the Considered Compensation or Bonus deferral elections made pursuant to Subsection 3.1(a), 3.1(c), or 3.1(d) is necessary to ensure that the restrictions set forth in Subsection 3.1(e) or 3.1(f) are met for any Plan Year, the Considered Compensation or Bonus deferral elections made pursuant to Subsections 3.1(a), 3.1(c), and 3.1(d) of affected Participants may be reduced by the Committee on a temporary and prospective basis in such manner as the Committee shall determine. (i) As soon as administratively feasible following (i) the end of each pay period (in the case of deferrals of Considered Compensation) and (ii) the Bonus payment date (in the case of deferrals of Bonus) but no later than the time required by applicable law, the Employer shall contribute to the Trust, as Salary Reduction Contributions with respect to each Participant, an amount equal to the amount of Considered Compensation and Bonus deferred, pursuant to Subsection 3.1(a) (as adjusted pursuant to Subsection 3.1(g)), by such Participant during such period. 3.2 EMPLOYER MATCHING CONTRIBUTIONS. (a) For each pay period, the Employer shall contribute to the Trust, as Employer Matching Contributions, an amount that equals 100% of the Salary Reduction Contributions that were made pursuant to Section 3.1 on behalf of each of the Participants during such pay period and that were not in excess of 3% of each such Participant's Considered Compensation and Bonus, as applicable, for such pay period. -14- 22 (b) In addition to the Employer Matching Contributions made pursuant to Subsection 3.2(a), for each calendar quarter the Employer may in its discretion contribute to the Trust an additional Employer Matching Contribution on behalf of each Participant who is an Eligible Employee on the last day of such calendar quarter. The additional Employer Matching Contribution made pursuant to this Subsection shall be an amount that equals the difference, if any, between (i) 100% of the total Salary Reduction Contributions made pursuant to Section 3.1 on behalf of each Participant for the current and all prior calendar quarters in the current Plan Year not in excess of 3% of each such Participant's total Considered Compensation and Bonus for the current and all prior calendar quarters in the current Plan Year and (ii) the total Employer Matching Contributions made on behalf of such Participant for the current pay period and all prior pay periods in the current Plan Year (pursuant to Subsection 3.2(a)) and for all prior calendar quarters in the Plan Year (pursuant to this Subsection). (c) In restriction of the Employer Matching Contributions hereunder, it is specifically provided that one of the "actual contribution percentage" tests or alternative methods of satisfying such tests set forth in section 401(m) of the Code and the Treasury regulations thereunder must be met in each Plan Year. Such testing shall utilize the prior year testing method as such term is defined in Internal Revenue Service Notice 98-1. The Committee may elect, in accordance with applicable Treasury regulations, to treat Salary Reduction Contributions to the Plan as Employer Matching Contributions for purposes of meeting this requirement. 3.3 EMPLOYER RETIREMENT SAVINGS CONTRIBUTIONS. (a) For each Plan Year, the Employer in its discretion may contribute to the Trust an Employer Retirement Savings Contribution on behalf of each Participant who either (i) was employed by the Employer on the last day of such Plan Year or (ii) terminated employment with the Employer during such Plan Year on or after his Normal Retirement Date or by reason of death or total and permanent disability (as defined in Section 7.2) during such Plan Year. The Employer Retirement Savings Contribution made pursuant to this Subsection 3.3(a) shall equal a percentage (selected by and in the discretion of the Employer) of the Compensation of each such eligible Participant for such Plan Year or any amount as determined by the Employer in its discretion. (b) For each Plan Year, the Employer in its discretion may contribute to the Trust an Employer Retirement Savings Contribution on behalf of certain Participants who are not Highly Compensated Employees for such Plan Year as described below. The Employer Retirement Savings Contribution made pursuant to this Subsection 3.3(b) shall equal an amount as determined by the Employer in its discretion. Any amounts contributed pursuant to this Subsection 3.3(b) shall be allocated in -15- 23 accordance with Subsection 4.2(c). The Employer Retirement Savings Contribution will be made by suspending the accrual requirements for Includable Employees who are Participants, beginning first with the Includable Employee(s) employed with the Employer on the last day of the Plan Year, then the Includable Employee(s) who have the latest Separation from Service during the Plan Year, and continuing to suspend in descending order the accrual requirements for each Includable Employee who incurred an earlier Separation from Service, from the latest to the earliest separation from service date, until the Plan satisfies the section 410(b)(1) of the Code coverage test for the Plan Year. If two or more Includable Employees have a separation from service on the same day, the Committee will suspend the accrual requirements for all such Includable Employees, irrespective of whether the Plan can satisfy the section 410(b)(1) of the Code coverage test by accruing benefits for fewer than all such Includable Employees. If the Plan suspends the accrual requirements for an Includable Employee, that Employee will share in the allocation of Employer contributions and Participant forfeitures, if any, without regard to the Service he has earned for the Plan Year and without regard to whether he is employed by the Employer on the last day of the Plan Year. This suspension of accrual requirements applies separately to the section 401(m) of the Code portion of the Plan, and the Committee will treat an Employee as benefiting under that portion of the Plan if the Employee is an Eligible Employee for purposes of the section 401(m) of the Code nondiscrimination test. "Includable Employees" are all Employees that are not Highly Compensated Employees other than: (a) those Employees excluded from participating in the Plan for the entire Plan Year by reason of the collective bargaining unit exclusion or the nonresident alien exclusion or by reason of the participation requirements Article II and (b) any Employee who incurs a separation from service during the Plan Year. 3.4 EMPLOYER FAIL SAFE CONTRIBUTIONS. (a) In addition to the Employer Matching Contributions made pursuant to Section 3.2 and the Employer Retirement Savings Contribution made pursuant to Section 3.3, for each Plan Year the Employer in its discretion may contribute to the Trust as a "fail safe contribution" for such Plan Year the amounts necessary to cause the Plan to satisfy the restrictions set forth in Subsection 3.1(e) (with respect to certain restrictions on Salary Reduction Contributions) and Subsection 3.2(c) (with respect to certain restrictions on Employer Matching Contributions). Amounts contributed in order to satisfy the restrictions set forth in Subsection 3.1(f) shall be considered "qualified matching contributions" (within the meaning of Treasury regulation Section 1.401(k)-1(g)(13)) for purposes of such Subsection, and amounts contributed in order to satisfy the restrictions set forth in Subsection 3.2(c) shall be considered Employer Matching Contributions for purposes of the Plan. Any amounts contributed pursuant to this Section shall be allocated in accordance with Subsections 4.2(e) and 4.2(f). 3.5 RETURN OF CONTRIBUTIONS. Anything to the contrary herein notwithstanding, the Employer's contributions to the Plan are contingent upon the deductibility of such contributions under section 404 of the Code. To the extent that a deduction for -16- 24 contributions is disallowed, such contributions shall, upon the written demand of the Employer, be returned to the Employer by the Trustee within one year after the date of disallowance, reduced by any net losses of the Trust Fund attributable thereto but not increased by any net earnings of the Trust Fund attributable thereto, which net earnings shall be treated as a forfeiture. Moreover, if Employer contributions are made under a mistake of fact, such contributions shall, upon the written demand of the Employer, be returned to the Employer by the Trustee within one year after the payment thereof, reduced by any net losses of the Trust Fund attributable thereto but not increased by any net earnings of the Trust Fund attributable thereto, which net earnings shall be treated as a forfeiture. 3.6 DISPOSITION OF EXCESS DEFERRALS AND EXCESS CONTRIBUTIONS. (a) Anything to the contrary herein notwithstanding, any (i) Salary Reduction Contributions to the Plan for a calendar year on behalf of a Participant in excess of the limitations set forth in Subsection 3.1(e) and (ii) "excess deferrals" from other plans that are allocated to the Plan by such Participant no later than March 1 of the next following calendar year within the meaning of, and pursuant to the provisions of, section 402(g)(2) of the Code shall be distributed to such Participant not later than April 15 of the next following calendar year. (b) Anything to the contrary herein notwithstanding, if for any Plan Year the aggregate Salary Reduction Contributions made by the Employer on behalf of Highly Compensated Employees exceeds the maximum amount of Salary Reduction Contributions permitted on behalf of such Highly Compensated Employees pursuant to Subsection 3.1(f), such excess (determined by reducing Salary Reduction Contributions on behalf of Highly Compensated Employees in order of the highest dollar amounts contributed on behalf of such Highly Compensated Employees in accordance with section 401(k)(8)(C) of the Code and the Treasury regulations thereunder) shall be distributed to the Highly Compensated Employees on whose behalf such excess was contributed before the end of the next following Plan Year. (c) Anything to the contrary herein notwithstanding, if, for any Plan Year, the aggregate Employer Matching Contributions allocated to the Accounts of Highly Compensated Employees exceeds the maximum amount of such Employer Matching Contributions permitted on behalf of such Highly Compensated Employees pursuant to Subsection 3.2(c), such excess (determined by reducing Employer Matching Contributions made on behalf of Highly Compensated Employees in order of the highest dollar amounts contributed on behalf of such Highly Compensated Employees in accordance with section 401(m)(6)(C) of the Code and Treasury regulations thereunder) shall be distributed to the Highly Compensated Employees on whose behalf such excess contributions were made (or, if such excess contributions are forfeitable, they shall be forfeited) before the end of the next following Plan Year. -17- 25 (d) In coordinating the disposition of excess deferrals and excess contributions pursuant to this Section, such excess deferrals and excess contributions shall be disposed of in the following order: (1) First, Salary Reduction Contributions that constitute excess deferrals described in Subsection 3.6(a) that are not considered in determining the amount of Employer Matching Contributions pursuant to Section 3.2 shall be distributed; (2) Next, excess Salary Reduction Contributions that constitute excess deferrals described in Subsection 3.6(a) that are considered in determining the amount of Employer Matching Contributions pursuant to Section 3.2 shall be distributed, and the Employer Matching Contributions with respect to such excess Salary Reduction Contributions shall be forfeited; (3) Next, excess Salary Reduction Contributions described in Subsection 3.6(b) that are not considered in determining the amount of Employer Matching Contributions pursuant to Section 3.2 shall be distributed; (4) Next, excess Salary Reduction Contributions described in Subsection 3.6(b) that are considered in determining the amount of Employer Matching Contributions pursuant to Section 3.2 shall be distributed, and the Employer Matching Contributions with respect to such excess Salary Reduction Contributions shall be forfeited; and (5) Finally, excess Employer Matching Contributions described in Subsection 3.6(c) shall be distributed (or, if forfeitable, forfeited). (e) Any distribution or forfeiture of excess deferrals or excess contributions pursuant to the provisions of this Section shall be adjusted for income or loss allocated thereto in the manner determined by the Committee in accordance with any method permissible under applicable Treasury regulations. Any forfeiture pursuant to the provisions of this Section shall be considered to have occurred on the date that is 2 1/2 months after the end of the Plan Year. 3.7 ROLLOVER CONTRIBUTIONS. (a) Qualified Rollover Contributions may be made to the Plan by any Eligible Employee of amounts received by such Eligible Employee from certain individual retirement accounts or annuities or from an employees' trust described in section 401(a) of the Code, which is exempt from tax under section 501(a) of the Code, but only if any such Rollover Contribution is an "eligible rollover distribution" within the meaning of section 402(f)(2)(A) of the Code and is made pursuant to and in accordance with applicable provisions of the Code and Treasury regulations promulgated thereunder. A Rollover Contribution of such eligible rollover distribution may be made to the Plan irrespective of whether such eligible rollover distribution was paid to the Eligible Employee or paid to the Plan as a "direct" Rollover Contribution. A direct Rollover Contribution to the Plan may be effectuated only by wire transfer directed to the Trustee or by issuance of a -18- 26 check made payable to the Trustee that is negotiable only by the Trustee and that identifies the Eligible Employee for whose benefit the Rollover Contribution is being made. Any Eligible Employee desiring to effect a Rollover Contribution to the Plan must execute and file with the Committee the form prescribed by the Committee for such purpose. The Committee may require as a condition to accepting any Rollover Contribution that such Eligible Employee furnish any evidence that the Committee in its discretion deems satisfactory to establish that the proposed Rollover Contribution is in fact eligible for rollover to the Plan and is made pursuant to and in accordance with applicable provisions of the Code and Treasury regulations. All Rollover Contributions to the Plan must be made in cash. (b) An Eligible Employee who has made a Rollover Contribution in accordance with this Section, but who has not otherwise become a Participant in the Plan in accordance with Article II, shall become a Participant coincident with such Rollover Contribution; provided, however, that such Participant shall not have a right to make deferrals or have Employer Contributions made on his behalf until he has otherwise satisfied the requirements imposed by Article II. -19- 27 IV. ALLOCATIONS AND LIMITATIONS 4.1 SUSPENDED AMOUNTS. All contributions, forfeitures, and the net income or net loss of the Trust Fund shall be held in suspense until allocated or applied as provided herein. 4.2 ALLOCATION OF CONTRIBUTIONS TO ACCOUNTS. (a) Salary Reduction Contributions made by the Employer on a Participant's behalf pursuant to Section 3.1 shall be allocated to such Participant's Salary Reduction Contribution Account. (b) The Employer Matching Contributions made pursuant to Subsections 3.2(a) and 3.2(b) shall be allocated to the Employer Contribution Accounts of the Participants for whom such contributions were made. (c) The Employer Retirement Savings Contribution, if any, made pursuant to Section 3.3 for a Plan Year shall be allocated to the Employer Contribution Accounts of the Participants eligible to receive an allocation of such contribution. The allocation to each such eligible Participant's Employer Contribution Account shall be (i) in the case of the Employer Retirement Savings Contribution made pursuant to Subsection 3.3(a), the portion of such Employer Retirement Savings Contribution that is in the same proportion that such Participant's Compensation for such Plan Year bears to the total of all such eligible Participants' Compensation for such Plan Year and (ii) in the case of the Employer Retirement Savings Contribution made pursuant to Subsection 3.3(b), the amount of such Employer Retirement Savings Contribution made on behalf of such Participant in accordance with Subsection 3.3(b). (d) The Employer Fail Safe Contribution, if any, made pursuant to Section 3.4 for a Plan Year in order to satisfy the restrictions set forth in Subsection 3.1(f) shall be allocated to the Salary Reduction Contribution Accounts of Participants who (i) received an allocation of Salary Reduction Contributions for such Plan Year and (ii) were not Highly Compensated Employees for such Plan Year (with each such Participant individually hereinafter referred to as an "Eligible Participant" for purposes of this Subsection). Such allocation shall be made, first, to the Salary Reduction Contribution Account of the Eligible Participant who received the least amount of Compensation for such Plan Year until the limitation set forth in Section 4.6 has been reached as to such Eligible Participant, then to the Salary Reduction Contribution Account of the Eligible Participant who received the next smallest amount of Compensation for such Plan Year until the limitation set forth in Section 4.6 has been reached as to such Eligible Participant, and continuing in such manner until the Employer Fail Safe Contribution for such Plan Year has been completely allocated or the limitation set forth in Section 4.6 has been reached as to all Eligible Participants. Any remaining Employer Fail Safe Contribution for such Plan Year shall be allocated among the Salary Reduction -20- 28 Contribution Accounts of all Participants who were Eligible Employees during such Plan Year, with the allocation to each such Participant's Salary Reduction Contribution Account being the portion of such remaining Employer Fail Safe Contribution which is in the same proportion that such Participant's Compensation for such Plan Year bears to the total of all such Participants' Compensation for such Plan Year. (e) The Employer Fail Safe Contribution, if any, made pursuant to Section 3.4 for a Plan Year in order to satisfy the restrictions set forth in Subsection 3.2(c) shall be allocated to the Employer Contribution Accounts of Participants who (i) received an allocation of Employer Matching Contributions for such Plan Year and (ii) were not Highly Compensated Employees for such Plan Year (with each such Participant individually hereinafter referred to as an "Eligible Participant" for purposes of this Subsection). Such allocation shall be made, first, to the Employer Contribution Account of the Eligible Participant who received the least amount of Compensation for such Plan Year until the limitation set forth in Section 4.6 has been reached as to such Eligible Participant, then to the Employer Contribution Account of the Eligible Participant who received the next smallest amount of Compensation for such Plan Year until the limitation set forth in Section 4.6 has been reached as to such Eligible Participant, and continuing in such manner until the Employer Fail Safe Contribution for such Plan Year has been completely allocated or the limitation set forth in Section 4.6 has been reached as to all Eligible Participants. Any remaining Employer Fail Safe Contribution for such Plan Year shall be allocated among the Employer Contribution Accounts of all Participants who were Eligible Employees during such Plan Year, with the allocation to each such Participant's Employer Contribution Account being the portion of such remaining Employer Fail Safe Contribution which is in the same proportion that such Participant's Compensation for such Plan Year bears to the total of all such Participants' Compensation for such Plan Year. (f) If an Employer Fail Safe Contribution is made in order to satisfy the restrictions set forth in both Subsection 3.1(f) and Subsection 3.2(c) for the same Plan Year, the Employer Fail Safe Contribution made in order to satisfy the restrictions set forth in Subsection 3.1(f) shall be allocated (pursuant to Subsection 4.2(f)) prior to allocating the Employer Fail Safe Contribution made in order to satisfy the restrictions set forth in Subsection 3.2(c) (pursuant to Subsection 4.2(f)). In determining the application of the limitations set forth in Section 4.6 to the allocations of Employer Fail Safe Contributions, all Annual Additions (as such term is defined in Section 4.6) to a Participant's Accounts other than Employer Fail Safe Contributions shall be considered allocated prior to Employer Fail Safe Contributions. 4.3 TIME OF ALLOCATION OF CONTRIBUTIONS. All contributions to the Plan shall be considered allocated to Participants' Accounts when received by the Trustee, but no later than the last day of the Plan Year for which they were made, as determined pursuant to Article III, except that, for purposes of valuation of the Participants' Accounts under Section 4.5, contributions shall be considered allocated to Participants' Accounts only when received by the Trustee notwithstanding that this may be later than the last day of the Plan Year for which such contributions were made. -21- 29 4.4 APPLICATION OF FORFEITURES. Any amounts that are forfeited under any provision hereof during a Plan Year shall be applied in the manner determined by the Committee to reduce Employer Contributions or to pay expenses incident to the administration of the Plan and Trust. Prior to such application, forfeited amounts shall be invested in the Investment Fund(s) designated from time to time by the Committee. 4.5 VALUATION OF ACCOUNTS. All amounts contributed to the Trust Fund shall be invested as soon as administratively feasible following their receipt by the Trustee, and the balance of each Account shall reflect the result of daily pricing of the assets in which such Account is invested from the time of receipt by the Trustee until the time of distribution. Such daily pricing shall include the valuation of assets of the Investment Funds in which each such Account is invested, the earnings and losses attributable to such Investment Fund allocable to each such Account, and the payment of any expenses or fees charged against each such Account. In the case of any contributions temporarily held in suspense pursuant to Section 4.1, any earnings (or losses) attributable to such contributions during such period of suspension shall be allocated to the Accounts of Participants receiving an allocation of such contributions under any reasonable allocation method determined by the Committee. 4.6 CODE SECTION 415 LIMITATIONS AND CORRECTIONS. (a) Contrary Plan provisions notwithstanding, in no event shall the Annual Additions credited to a Participant's Accounts for any Limitation Year exceed the Maximum Annual Additions for such Participant for such year. For purposes of determining whether the Annual Additions under this Plan exceed the limitations herein provided, all defined contribution plans of the Employer are to be treated as one defined contribution plan. In addition, all defined contribution plans of Controlled Entities (as defined in Subsection 4.6(c)) shall be aggregated for this purpose. (b) If as a result of a reasonable error in estimating a Participant's compensation, a reasonable error in determining the amount of elective deferrals (within the meaning of section 402(g)(3) of the Code) that may be made with respect to any individual under the limits of section 415 of the Code, or because of other limited facts and circumstances, the Annual Additions that would be credited to a Participant's Accounts for a Limitation Year would nonetheless exceed the Maximum Annual Additions for such Participant for such year, the excess Annual Additions that, but for this Section, would have been allocated to such Participant's Accounts shall be disposed of as follows: (1) First, any such excess Annual Additions in the form of Salary Reduction Contributions on behalf of such Participant that would not have been considered in determining the amount of Employer Matching Contributions pursuant to Section 3.2 shall be distributed to such Participant, adjusted for income or loss allocated thereto; -22- 30 (2) Next, any such excess Annual Additions in the form of Salary Reduction Contributions on behalf of such Participant that would have been considered in determining the amount of Employer Matching Contributions pursuant to Section 3.2 shall be distributed to such Participant, adjusted for income or loss allocated thereto, and the Employer Matching Contributions that would have been allocated to such Participant's Accounts based upon such distributed Salary Reduction Contributions shall, to the extent such amounts would have otherwise been allocated to such Participant's Accounts, be treated as a forfeiture; (3) Finally, any such excess Annual Additions in the form of Employer Retirement Savings Contributions shall, to the extent such amounts would otherwise have been allocated to such Participant's Accounts, be treated as a forfeiture. If the Annual Additions credited to a Participant's Accounts for any Limitation Year under this Plan plus the additions credited on his behalf under other defined contribution plans required to be aggregated pursuant to this Subsection would exceed the Maximum Annual Additions for such Participant for such Limitation Year, the Annual Additions under this Plan and the additions under such other plans shall be reduced on a pro rata basis and allocated, reallocated, or returned in accordance with applicable plan provisions regarding Annual Additions in excess of Maximum Annual Additions. (c) For purposes of this Section, the following terms and phrases when capitalized shall have these respective meanings: (1) ANNUAL ADDITIONS: With respect to a Participant for any Limitation Year, the total of (i) the Employer Contributions, Salary Reduction Contributions, and forfeitures, if any, allocated to such Participant's Accounts for such year, (ii) Participant's contributions, if any, (excluding any Rollover Contributions) for such year, and (iii) amounts referred to in sections 415(l)(1) and 419A(d)(2) of the Code. (2) CONTROLLED ENTITY: For purposes of this Section only, a "Controlled Entity" as defined in Subsection 1.1(j), but excluding an affiliated service group member within the meaning of section 414(m) of the Code and determined by application of a more than a 50% control standard in lieu of an 80% control standard. (3) MAXIMUM ANNUAL ADDITIONS: With respect to a Participant for any Limitation Year, the lesser of (i) $30,000 (with such amount to be adjusted automatically to reflect any cost-of-living adjustment authorized by section 415(d) of the Code) or (ii) 25% of such Participant's Compensation during such Limitation Year. -23- 31 (d) If the Committee determines that a reduction of the Considered Compensation and Bonus deferral elections, if any, made pursuant to Section 3.1 is necessary to ensure that the limitations set forth in this Section are met for any Limitation Year, the Considered Compensation or Bonus deferral elections of affected Participants made pursuant to Section 3.1 may be reduced by the Committee on a temporary and prospective basis in such manner as the Committee shall determine. -24- 32 V. INVESTMENT OF ACCOUNTS 5.1 INVESTMENT OF ACCOUNTS BY PARTICIPANTS. Each Participant shall designate, in accordance with the following Subsections and the procedures established from time to time by the Committee, the manner in which the amounts allocated to each of his Accounts shall be invested among the Investment Funds made available from time to time by the Committee for this purpose. (a) A Participant may designate one of such Investment Funds for all amounts allocated to his Accounts, or he may split the investment of such amounts among such Investment Funds in such increments as the Committee may prescribe. If a Participant fails to make a designation with respect to all or any of such amounts, then such non-designated amounts shall be invested in the Investment Fund or Investment Funds designated by the Committee from time to time in a uniform and nondiscriminatory manner. (b) A Participant may (i) change his investment designation for future contributions to be allocated to his Accounts or (ii) convert his investment designation with respect to amounts already allocated to his Accounts. Any such change shall be made in accordance with the procedures established by the Committee, and the frequency of such changes may be limited by the Committee. Effective September 1, 2000, a Participant's "Accounts" for purposes of this Section 5.1 shall include all Accounts of the Participant. Effective for periods prior to September 1, 2000, a Participant's "Accounts" shall include only those Accounts of the Participant that are 100% vested. 5.2 RESTRICTION ON ACQUISITION OF COMPANY STOCK. Notwithstanding any other provision hereof, it is specifically provided that the Trustee shall not purchase Company Stock or other Company securities during any period in which such purchase is, in the opinion of counsel for the Company or the Committee, restricted by any law or regulation applicable thereto. During such period, amounts that would otherwise be invested in Company Stock or other Company securities pursuant to an investment designation shall be invested in such other assets as the Trustee may in its discretion determine, or the Trustee may hold such amounts uninvested for a reasonable period pending the purchase of such stock or securities. 5.3 PASS-THROUGH VOTING OF COMPANY STOCK. To the extent permitted by section 404(a) of ERISA, at each annual meeting and special meeting of the shareholders of the Company, a Participant may direct the voting of the number of whole shares of Company Stock attributable to his Accounts as of the Valuation Date coinciding with or, if none, next preceding the record date for such meeting. The Committee shall forward or cause to be forwarded to each such Participant copies of pertinent proxy solicitation materials provided by the Company together with a request for such Participant's confidential instructions as to the manner in which such shares are to be voted. The Committee shall direct the Trustee to vote such shares in accordance with such instructions and, to the extent permitted by section 404(a) of ERISA, shall also direct the Trustee as to the manner in which to vote any shares of Company Stock at any such meeting for which the Committee has not received, or is not subject to receiving, such voting instructions. -25- 33 5.4 STOCK RIGHTS, STOCK SPLITS, AND STOCK DIVIDENDS. No Participant shall have any right to request, direct, or demand that the Committee or the Trustee exercise on his behalf rights or privileges to acquire, convert, or exchange Company Stock or other securities. The Trustee shall exercise or sell any such rights or privileges as directed by the Committee. Company Stock received by the Trustee by reason of a stock split, stock dividend, or recapitalization shall be appropriately allocated to the Accounts of each affected Participant. 5.5 PARTICIPANT RIGHTS. For purposes of Article V only, the beneficiary of a deceased Participant and any alternate payee under a qualified domestic relations order (as defined in Section 17.2) shall have the rights of a Participant. -26- 34 VI. IN-SERVICE WITHDRAWALS 6.1 AGE 59 1/2 WITHDRAWALS. A Participant who has attained age fifty-nine and one-half may withdraw from his Accounts an amount not exceeding the then value of his Vested Interest in such Accounts. Such withdrawal shall come, first, from such Participant's Rollover Contribution Account, second, from his Vested Interest in his Employer Contribution Account, and, finally, from his Salary Reduction Contribution Account. 6.2 FINANCIAL HARDSHIP WITHDRAWALS. (a) A Participant who has a "financial hardship," as determined by the Committee, and who has made all available withdrawals pursuant to Section 6.1 and pursuant to the provisions of any other plans of the Employer and any Controlled Entities of which he is a member and who has obtained all available loans pursuant to Article IX and pursuant to the provisions of any other plans of the Employer and any Controlled Entities of which he is a member may withdraw from his Employer Contribution Account, his Rollover Contribution Account, and his Salary Reduction Contribution Account amounts not to exceed the lesser of (i) such Participant's Vested Interest in such Accounts or (ii) the amount determined by the Committee as being available for withdrawal pursuant to this Subsection. Such withdrawal shall come, first, from the Participant's Rollover Contribution Account, second, from his Vested Interest in his Employer Contribution Account, and, finally, from his Salary Reduction Contribution Account. (b) For purposes of this Section, "financial hardship" shall mean the immediate and heavy financial needs of the Participant. A withdrawal based upon financial hardship pursuant to this Section shall not exceed the amount that is both required to meet the immediate financial needs created by the hardship and not reasonably available from other resources of the Participant. The amount required to meet the Participant's immediate financial needs may include any amounts necessary to pay any federal, state, or local income taxes or penalties reasonably anticipated to result from the distribution. The determination of the existence of a Participant's financial hardship and the amount required to be distributed to meet the needs created by the hardship shall be made by the Committee. The decision of the Committee shall be final and binding, provided that all Participants similarly situated shall be treated in a uniform and nondiscriminatory manner. A withdrawal shall be deemed to be made on account of the immediate and heavy financial needs of a Participant if the withdrawal is for: (1) Expenses for medical care described in section 213(d) of the Code previously incurred by the Participant, the Participant's spouse, or any dependents of the Participant (as defined in section 152 of the Code) or necessary for those persons to obtain medical care described in section 213(d) of the Code and not reimbursed or reimbursable by insurance; (2) Costs directly related to the purchase of a principal residence of the Participant (excluding mortgage payments); -27- 35 (3) Payment of tuition and related educational fees, and room and board expenses, for the next twelve months of post-secondary education for the Participant or the Participant's spouse, children, or dependents (as defined in section 152 of the Code); (4) Payments necessary to prevent the eviction of the Participant from his principal residence or the foreclosure on the mortgage of the Participant's principal residence; or (5) Such other financial needs that the Commissioner of Internal Revenue may deem to be immediate and heavy financial needs through the publication of revenue rulings, notices, and other documents of general applicability. (c) The above Subsections of this Section notwithstanding, in addition to the restrictions on all in-service withdrawals set forth in Section 6.3, the following restrictions on financial hardship withdrawals under this Section shall apply: (1) Withdrawals under this Section from a Participant's Salary Reduction Contribution Account shall be limited to the sum of the Participant's Salary Reduction Contributions to the Plan, plus income allocable thereto and credited to the Participant's Salary Reduction Account as of December 31, 1988, less any previous withdrawals of such amounts; (2) Employer Contributions used to satisfy the restrictions set forth in Subsection 3.1(f), and income allocable thereto, shall not be subject to withdrawal under this Section; and (3) A Participant who makes a withdrawal from his Salary Reduction Contribution Account under this Section may not (i) make elective contributions or employee contributions to the Plan or any other qualified or nonqualified plan of the Employer or any Controlled Entity for a period of twelve months following the date of such withdrawal or (ii) make elective contributions under the Plan or any other plan maintained by the Employer or any Controlled Entity for such Participant's taxable year immediately following the taxable year of the withdrawal in excess of the applicable limit set forth in Subsection 3.1(e) for such next taxable year less the amount of such Participant's elective contributions for the taxable year of the withdrawal. 6.3 RESTRICTIONS ON IN-SERVICE WITHDRAWALS. (a) All withdrawals pursuant to this Article shall be made only in the manner and within the time prior to the proposed date of withdrawal prescribed by the Committee. (b) No withdrawal shall be made from an Account to the extent such Account has been pledged to secure a loan from the Plan. -28- 36 (c) If a Participant's Account from which a withdrawal is made is invested in more than one Investment Fund, the withdrawal shall be made pro rata from each Investment Fund in which such Account is invested. (d) All withdrawals under this Article shall be paid in cash. (e) Any withdrawal hereunder that constitutes an Eligible Rollover Distribution shall be subject to the Direct Rollover election described in Article VII. (f) This Article shall not be applicable to a Participant following termination of employment with the Employer, and the amounts in such Participant's Accounts shall be distributable only in accordance with the provisions of Article VII. -29- 37 VII. DISTRIBUTIONS AFTER SEPARATION FROM SERVICE 7.1 RETIREMENT BENEFITS. A Participant who terminates his employment with the Employer and all Controlled Entities on or after his Normal Retirement Date shall be entitled to a "retirement benefit," payable at the time and in the form provided in Article VIII. A Participant's retirement benefit shall be equal to the value of his Accounts on his Benefit Commencement Date. 7.2 DISABILITY BENEFITS. In the event a Participant becomes totally and permanently disabled, as determined pursuant to this subsection, such Participant shall be entitled to a "disability benefit," payable at the time and in the form provided in Article VIII. A Participant's disability benefit shall be equal to the value of his Accounts on his Benefit Commencement Date. A Participant shall be considered totally and permanently disabled if the Committee determines, based on a written medical opinion (unless waived by the Committee as unnecessary), that such Participant is permanently incapable of performing his job for physical or mental reasons and has incurred a "disability" within the meaning of section 401(k)(2)(B)(i)(I) of the Code. 7.3 DEATH BENEFITS. Upon the death of a Participant while an Employee or an employee of a Controlled Entity, the Participant's designated beneficiary shall be entitled to a "death benefit," payable at the time and in the form provided in Article VIII. A Participant's death benefit shall be equal to the value of his Accounts on his Benefit Commencement Date. (a) Each Participant shall have the right to designate the beneficiary or beneficiaries to receive payment of his benefit in the event of his death. Each such designation shall be made by executing the beneficiary designation form prescribed by the Committee and filing such form with the Committee. Any such designation may be changed at any time by such Participant by execution and filing of a new designation in accordance with this Section. Notwithstanding the foregoing, if a Participant who is married on the date of his death has designated an individual or entity other than his surviving spouse as his beneficiary, such designation shall not be effective unless (i) such surviving spouse has consented thereto in writing and such consent (A) acknowledges the effect of such specific designation, (B) either consents to the specific designated beneficiary (which designation may not subsequently be changed by the Participant without spousal consent) or expressly permits such designation by the Participant without the requirement of further consent by such spouse, and (C) is witnessed by a Plan representative (other than the Participant) or a notary public or (ii) the consent of such spouse cannot be obtained because such spouse cannot be located or because of other circumstances described by applicable Treasury Regulations. Any such consent by such surviving spouse shall be irrevocable. (b) If no beneficiary designation is on file with the Committee at the time of the death of the Participant or if such designation is not effective for any reason as -30- 38 determined by the Committee, the designated beneficiary or beneficiaries to receive such death benefit shall be as follows: (1) If a Participant leaves a surviving spouse, his designated beneficiary shall be such surviving spouse; and (2) If a Participant leaves no surviving spouse, his designated beneficiary shall be (i) such Participant's executor or administrator or (ii) his heirs at law if there is no administration of such Participant's estate. (c) Notwithstanding the preceding provisions of this Section and to the extent not prohibited by state or federal law, if a Participant is divorced from his spouse and at the time of his death is not remarried to the person from whom he was divorced, any designation of such divorced spouse as his beneficiary under the Plan filed prior to the divorce shall be null and void unless the contrary is expressly stated in writing filed with the Committee by the Participant. The interest of such divorced spouse failing hereunder shall vest in the persons specified in Subsection 7.3(b) as if such divorced spouse did not survive the Participant. 7.4 SEPARATION FROM SERVICE PRIOR TO RETIREMENT. Each Participant whose employment with the Employer and all Controlled Entities is terminated prior to his Normal Retirement Date for any reason other than total and permanent disability or death shall be entitled to a "termination benefit," payable at the time and in the form provided in Article VIII. A Participant's termination benefit shall be equal to his Vested Interest in the value of his Accounts on his Benefit Commencement Date. (a) DETERMINATION OF VESTED INTEREST. (1) A Participant shall have a 100% Vested Interest in his Salary Reduction Contribution Account and his Rollover Contribution Account at all times. (2) A Participant's Vested Interest in his Employer Contribution Account shall be determined by such Participant's years of Vesting Service in accordance with the following schedule:

YEARS OF VESTING SERVICE VESTED INTEREST ------------------------ --------------- Less than 1 year 0% 1 year 20% 2 years 40% 3 years 60% 4 years 80% 5 years or more 100%

(3) Notwithstanding Subsection 7.4(a)(2), with respect to any Participant who was a Participant in the Plan on the day prior to the Effective Date, in no event shall such Participant's Vested Interest in his Employer Contribution Account after the Effective Date be less than such Vested Interest would have been had the Plan provisions prior to such date been in effect. -31- 39 (4) Notwithstanding Subsection 7.4(a)(2), a Participant shall have a 100% Vested Interest in his Employer Contribution Account upon the earliest to occur of (i) the attainment of his Normal Retirement Date while employed by the Employer or a Controlled Entity, (ii) the date such Participant is determined by the Committee to be "totally and permanently disabled" (as later defined in this Subsection), (iii) the death of such Participant while an Employee or an employee of a Controlled Entity, or (iv) if such Participant is an affected Participant, the occurrence of an event described in, and under the conditions set forth in, Article XIV. For purposes of Clause (ii) of the preceding sentence, "totally and permanently disabled" shall mean either "totally and permanently disabled" as defined in Section 7.2 or a determination by the Committee that, because of physical or mental reasons, the Participant is permanently incapable of performing any duties for the Employer or a Controlled Entity. (b) CREDITING OF VESTING SERVICE. (1) For the period preceding the Effective Date, subject to the provisions of Section 7.4(c), an individual shall be credited with Vesting Service in an amount equal to all service credited to him for vesting purposes under the Plan as it existed on the day prior to the Effective Date. (2) On and after the Effective Date, subject to the remaining Subsections of this Section and to the provisions of Section 7.4(c), an individual shall be credited with Vesting Service in an amount equal to his aggregate Periods of Service whether or not such Periods of Service are completed consecutively. The completion of 365 days of Periods of Service shall constitute one year of Vesting Service. (c) FORFEITURE OF VESTING SERVICE. (1) In the case of an individual who terminates employment with the Employer and all Controlled Entities at a time when he has a 0% Vested Interest in his Employer Contribution Account and who then incurs a Period of Severance that equals or exceeds the greater of five years or his aggregate Periods of Service completed before such Period of Severance, such individual's Periods of Service completed before such Period of Severance shall be forfeited and completely disregarded in determining his years of Vesting Service. (2) In the case of a Participant who terminates employment with the Employer and all Controlled Entities at a time when he has a Vested Interest in his Employer Contribution Account of more than 0% but less than 100% and then incurs a Period of Severance of five consecutive years, such Participant's Periods of Service completed after such Period of Severance -32- 40 shall be disregarded for purposes of determining such Participant's Vested Interest in any Plan benefits derived from Employer Contributions made on his behalf before such Period of Severance, but such Participant's Periods of Service completed before such Period of Severance shall not be disregarded in determining his Vested Interest in any Plan benefits derived from Employer Contributions made on his behalf after such Period of Severance. (3) A Participant who terminates employment with the Employer and all Controlled Entities at a time when he has a 100% Vested Interest in his Employer Contribution Account shall not forfeit any of his Vesting Service for purposes of determining such Participant's Vested Interest in any Plan benefits derived from Employer Contributions made on his behalf. (d) FORFEITURES OF NONVESTED ACCOUNT BALANCE. (1) With respect to a Participant who terminates employment with the Employer and all Controlled Entities with a Vested Interest in his Employer Contribution Account that is less than 100% and receives a distribution from the Plan of the balance of his Vested Interest in his Accounts in the form of a lump sum distribution by the close of the second Plan Year following the Plan Year in which his employment is terminated, the nonvested portion of such terminated Participant's Employer Contribution Account as of the Valuation Date next preceding his Benefit Commencement Date shall become a forfeiture as of his Benefit Commencement Date (or as of his date of termination of employment with the Employer and all Controlled Entities if no amount is payable from the Trust Fund on behalf of such Participant with such Participant being considered to have received a distribution of zero dollars on his date of termination of employment). (2) With respect to a Participant who terminates employment with the Employer and all Controlled Entities with a Vested Interest in his Employer Contribution Account less than 100% and who is not otherwise subject to the forfeiture provisions of Subsection 7.4(d)(1), the nonvested portion of his Employer Contribution Account shall be forfeited as of the earlier of (i) the date the Participant completes a Period of Severance of five consecutive years or (ii) the date of the terminated Participant's death. (e) RESTORATION OF FORFEITED ACCOUNT BALANCE. In the event that the nonvested portion of a terminated Participant's Employer Contribution Account becomes a forfeiture, the terminated Participant shall, upon subsequent reemployment with the Employer or a Controlled Entity prior to incurring a Period of Severance of five consecutive years, have the forfeited amount restored to such Participant's Employer Contribution Account, unadjusted by any subsequent gains or losses of the Trust Fund; provided, however, that such restoration shall be made only if such Participant repays in cash an amount equal to the amount so distributed to him within five years from the date the Participant is reemployed; provided, further, that such Participant's repayment of amounts distributed to -33- 41 him from his Salary Reduction Contribution Account shall be limited to the portion thereof that was attributable to contributions with respect to which the Employer made Employer Matching Contributions. A reemployed Participant who was not entitled to a distribution from the Plan on his date of termination of employment shall be considered to have repaid a distribution of zero dollars on the date of his reemployment. Any such restoration shall be made as of the Valuation Date coincident with or next succeeding the date of repayment. Notwithstanding anything to the contrary in the Plan, forfeited amounts to be restored by the Employer pursuant to this Section shall be charged against and deducted from forfeitures for the Plan Year in which such amounts are restored. If such forfeitures otherwise available are not sufficient to provide such restoration, the portion of such restoration not provided by forfeitures shall be charged against and deducted from Employer Retirement Savings Contributions otherwise available for allocation to other Participants, and any additional amount needed to restore such forfeited amounts shall be a minimum required Employer Retirement Savings Contribution (which shall be made without regard to current or accumulated earnings and profits). (f) SPECIAL FORMULA FOR DETERMINING VESTED INTEREST FOR PARTIAL ACCOUNTS. With respect to a Participant whose Vested Interest in his Employer Contribution Account is less than 100% and who makes a withdrawal from or receives a termination distribution from his Employer Contribution Account other than a lump sum distribution by the close of the second Plan Year following the Plan Year in which his employment is terminated, any amount remaining in his Employer Contribution Account shall continue to be maintained as a separate account. At any relevant time, such Participant's nonforfeitable portion of his separate account shall be determined in accordance with the following formula: X=P(AB + (R X D)) - (R X D) For purposes of applying the formula: X is the amount of such separate account in which the Participant has a Vested Interest at the relevant time; P is the Participant's Vested Interest in his Employer Contribution Account at the relevant time; AB is the balance of such separate account at the relevant time; R is the ratio of the balance of such separate account at the relevant time to the balance of such separate account after the withdrawal or distribution; and D is the amount of the withdrawal or distribution. For all other purposes of the Plan, a Participant's separate account shall be treated as an Employer Contribution Account. Upon his incurring a Period of Severance of five consecutive years, the forfeitable portion of a Participant's separate account and Employer Contribution Account shall be forfeited as of the end of the Plan Year during which the Participant completes such Period of Severance if not forfeited earlier pursuant to the provisions of Section 6.4(d)(1). -34- 42 VIII. TIME AND FORM OF PAYMENT OF BENEFITS 8.1 TIME OF PAYMENT. A Participant's benefit shall be paid or commence, as applicable, on his Benefit Commencement Date. Any amount allocable to a Participant's Accounts after his Benefit Commencement Date shall be distributed, as soon as administratively feasible after the date that such amount is paid to the Trust Fund and allocated to his Accounts. 8.2 DETERMINATION OF BENEFIT COMMENCEMENT DATE. (a) Subject to the provisions of the remaining Subsections of this Section, a Participant's Benefit Commencement Date shall be the date that is as soon as administratively feasible after the date the Participant or his beneficiary becomes entitled to a benefit pursuant to Article VII. (b) As provided in Subsection 8.2(g) and in Section 8.4 unless a terminated Participant consents to a distribution pursuant to Subsection 8.2(a), his Benefit Commencement Date shall be deferred beyond the date specified in Subsection 8.2(a) to the date that is as soon as administratively feasible after the earliest of (i) the date the Participant attains age sixty-five, (ii) the Participant's date of death, or (iii) the date the Participant (or, if applicable, his beneficiary) elects by written notice to the Committee prior to such date. The Committee shall furnish information to each Participant or beneficiary pertinent to such Participant's or beneficiary's consent no less than thirty days (unless such thirty-day period is waived by an affirmative election in accordance with applicable Treasury regulations) and no more than ninety days before such Participant's Benefit Commencement Date, and the furnished information shall include a general description of the material features of, and an explanation of the relative values of, the alternative forms of benefit available under the Plan and must inform the Participant (or, if applicable, his beneficiary) of his right to defer his Benefit Commencement Date and of his Direct Rollover right pursuant to Section 8.5 below, if applicable. (c) Except as otherwise specifically provided in this Section 8.2, a Participant's Benefit Commencement Date shall in no event be later than the sixtieth day following the close of the Plan Year during which such Participant attains, or would have attained, his Normal Retirement Date or, if later, terminates his employment with the Employer and all Controlled Entities. (d) A Participant's Benefit Commencement Date shall be in compliance with the provisions of section 401(a)(9) of the Code and applicable Treasury regulations thereunder and shall in no event be later than: (1) April 1 of the calendar year following the later of (i) the calendar year in which such Participant attains the age of seventy and one-half or (ii) the calendar year in which such Participant terminates his employment with the Employer and all Controlled Entities (provided, however, that clause -35- 43 (ii) of this sentence shall not apply in the case of a Participant who is a "five-percent owner" (as defined in section 416 of the Code) with respect to the Plan Year ending in the calendar year in which such Participant attains the age of seventy and one-half); and (2) In the case of a benefit payable pursuant to Section 7.3, (i) if payable to other than the Participant's spouse, the last day of the one-year period following the death of such Participant or (ii) if payable to the Participant's spouse, after the date upon which such Participant would have attained the age of seventy and one-half, unless such surviving spouse dies before payments commence, in which case the Benefit Commencement Date may not be deferred beyond the last day of the one-year period following the death of such surviving spouse. The provisions of this Section notwithstanding, a Participant may not elect to defer the receipt of his benefit hereunder to the extent that such deferral creates a death benefit that is more than incidental within the meaning of section 401(a)(9)(G) of the Code and applicable Treasury regulations thereunder. (e) If (i) a Participant attained age seventy and one-half, but did not terminate employment with the Employer and all Controlled Entities prior to 1997, (ii) such Participant's Benefit Commencement Date occurred prior to his termination of employment pursuant to the provisions of Subsection 8.2(d) as in effect prior to the Effective Date, (iii) such Participant is an Employee, and (iv) such Participant was not a "five-percent owner" (as defined in section 416 of the Code) with respect to the Plan Year ending in the calendar year in which such Participant attained the age of seventy and one-half, such Participant may affirmatively elect to cease the distribution of his Accounts hereunder until the time described in Subsection 8.2(d)(1). (f) Subject to the provisions of Subsection 8.2(d), a Participant's Benefit Commencement Date shall not occur unless the Article VI event entitling the Participant to a benefit constitutes a distributable event described in section 401(k)(2)(B) of the Code and, in the case of an Section 7.1, 7.3 or 7.4 event, shall not occur while the Participant is employed by the Employer or any Controlled Entity. (g) Subject to the provisions of Subsection 8.2(d), a Participant (other than a Participant who dies or whose Vested Interest in his Accounts is not in excess of $5,000) must request and file a claim for benefits in the manner prescribed by the Committee before payment of his benefit will commence. -36- 44 8.3 FORMS OF BENEFITS. (a) A Participant's benefit shall be paid (or transferred pursuant to Section 8.5, if applicable) in a single lump sum payment. Benefits shall be paid or transferred in cash. (b) Effective only for periods prior to May 1, 2001, a Participant whose Benefit Commencement Date was required to occur pursuant to 8.2(d) may be paid in one of the following alternative forms to be selected by such Participant or, in the absence of such selection, by the Committee. (1) A lump sum. (2) Semi-annual or quarterly installment payments for any term certain to such Participant or, in the event of such Participant's death before the end of such term certain, to his designated beneficiary. Upon the death of a beneficiary who is receiving installment payments under this Subsection, the remaining balance in the Participant's Accounts shall be paid as soon as administratively feasible, in one lump sum cash payment, to the beneficiary's executor or administrator or to his heirs at law if there is no administration of such beneficiary's estate. 8.4 CASH-OUT OF BENEFIT NOT IN EXCESS OF $5,000. Notwithstanding any provision of the Plan to the contrary, if a Participant terminates his employment with the Employer and all Controlled Entities and his Vested Interest in his Accounts is not in excess of $5,000, such Participant's benefit shall be paid in one lump sum cash payment in lieu of any other form of benefit herein provided. Any such payment shall be made at the time specified in Subsection 8.2(a) without regard to the consent restrictions of Subsection 8.2(b). The provisions of this Section shall not be applicable to a Participant following his Benefit Commencement Date. 8.5 DIRECT ROLLOVER ELECTION. Notwithstanding any provision of the Plan to the contrary that would otherwise limit a Distributee's election under this Section, a Distributee may elect, at the time and in the manner prescribed by the Committee, to have all or any portion of an Eligible Rollover Distribution (other than any portion attributable to the offset of an outstanding loan balance of such Participant pursuant to the Plan's loan procedure) paid directly to an Eligible Retirement Plan specified by the Distributee in a Direct Rollover. The preceding sentence notwithstanding, a Distributee may elect a Direct Rollover pursuant to this Section only if such Distributee's Eligible Rollover Distributions during the Plan Year are reasonably expected to total $200 or more. Furthermore, if less than 100% of the Participant's Eligible Rollover Distribution is to be a Direct Rollover, the amount of the Direct Rollover must be $500 or more. Prior to any Direct Rollover pursuant to this Section, the Committee may require the Distributee to furnish the Committee with a statement from the plan, account, or annuity to which the benefit is to be transferred verifying that such plan, account, or annuity is, or is intended to be, an Eligible Retirement Plan. Notwithstanding the above, any financial hardship withdrawal made to a Participant pursuant to Article VI shall not qualify as an Eligible Rollover Distribution and the Participant shall not be entitled to make a direct rollover election with respect to such distribution. -37- 45 8.6 PAYEE OF BENEFITS. Unless otherwise provided in the Plan, a Participant's benefit shall be paid to such Participant unless the Participant has died, in which case such Participant's benefit shall be paid to his beneficiary designated in Section 7.3. 8.7 BENEFITS FROM ACCOUNT BALANCES. With respect to any benefit payable in any form pursuant to the Plan, such benefit shall be provided from the Account balance(s) to which the particular Participant or beneficiary is entitled. 8.8 UNCLAIMED BENEFITS. In the case of a benefit payable on behalf of a Participant, if the Committee is unable to locate the Participant or beneficiary to whom such benefit is payable, upon the Committee's determination thereof, such benefit shall be forfeited. Notwithstanding the foregoing, if subsequent to any such forfeiture the Participant or beneficiary to whom such benefit is payable makes a valid claim for such benefit, such forfeited benefit shall be restored to the Plan in the manner provided in Section 7.4(e). 8.9 CLAIMS REVIEW. (a) In any case in which a claim for Plan benefits of a Participant or beneficiary is denied or modified, the Committee shall furnish written notice to the claimant within ninety days of the date such claim is received by the Committee (or within 180 days if additional information requested by the Committee necessitates an extension of the ninety-day period and the claimant is informed of such extension in writing within the original ninety-day period), which notice shall: (1) State the specific reason or reasons for the denial or modification; (2) Provide specific reference to pertinent Plan provisions on which the denial or modification is based; (3) Provide a description of any additional material or information necessary for the Participant, his beneficiary, or representative to perfect the claim and an explanation of why such material or information is necessary; and (4) Explain the Plan's claim review procedure described in Subsection 8.9(b). (b) In the event a claim for Plan benefits is denied or modified, if the Participant, his beneficiary, or a representative of such Participant or beneficiary desires to have such denial or modification reviewed, he must, within sixty days following receipt of the notice of such denial or modification, submit a written request for review by the Committee of its initial decision. In connection with such request, the Participant, his beneficiary, or the representative of such Participant or beneficiary may review any pertinent documents upon which such denial or modification was based and may submit issues and comments in writing. Within sixty days following such request for review the Committee shall, after providing a full and fair review, render its final decision in writing to the Participant, his beneficiary, or the representative of such Participant or beneficiary stating specific reasons for -38- 46 such decision and making specific references to pertinent Plan provisions upon which the decision is based. If special circumstances require an extension of such sixty-day period, the Committee's decision shall be rendered as soon as possible, but not later than 120 days after receipt of the request for review. If an extension of time for review is required, written notice of the extension shall be furnished to the Participant, his beneficiary, or the representative of such Participant or beneficiary prior to the commencement of the extension period. (c) Timely completion of the claims procedures described in this Section shall be a condition precedent to the commencement of any legal or equitable action in connection with a claim for benefits under the Plan by a Participant or by any other person or entity claiming rights through such Participant; provided, however, that the Committee in its discretion may waive compliance with such claims procedures as a condition precedent to any such action. (d) Any legal action with respect to a claim for Plan benefits must be filed no later than one year after the later of (i) the date the claim is denied by the Committee or (ii) if a review of such denial is requested, the date of the final decision by the Committee with respect to such request. -39- 47 IX. LOANS 9.1 ELIGIBILITY FOR LOAN. (a) Subject to the provisions of this Article, the following individuals shall be eligible for loans under the Plan: (i) each Participant who is an Employee and (ii) each party-in-interest, as that term is defined in section 3(14) of ERISA, as to the Plan, but only if such party-in-interest (i) retains an Account balance under the Plan and (ii) is either a Participant no longer employed by the Employer, a beneficiary of a deceased Participant, or an alternate payee under a qualified domestic relations order, as that term is defined in section 414(p)(8) of the Code. (An individual who is eligible to apply for a loan under the Plan as described in the preceding sentence shall hereinafter be referred to as a "Participant" for purposes of this Article.) (b) Notwithstanding the above, a Participant shall not be eligible for a loan if he has on the date of the request for the current loan two outstanding loans previously made to him from the Plan. (c) Upon application by a Participant and subject to such uniform and nondiscriminatory rules and regulations as the Committee may establish, the Committee may in its discretion direct the Trustee to make a loan or loans to such Participant. 9.2 MINIMUM LOAN. A loan to a Participant may not be for an amount less than $500.00. 9.3 MAXIMUM LOAN. (a) A loan to a Participant may not exceed 50% of the then value of such Participant's Vested Interest in his Accounts. (b) Notwithstanding anything to the contrary, no loan shall be made from the Plan to a Participant to the extent such loan would cause the total of all loans made to the Participant from all qualified plans of the Employer and Controlled Entities ("Outstanding Loans") to exceed the lesser of: (1) $50,000 (reduced by the excess, if any, of (i) the highest outstanding balance of Outstanding Loans during the one-year period ending on the day before the date on which the loan is to be made, over (ii) the outstanding balance of Outstanding Loans on the date on which the loan is to be made); or (2) One-half of the present value of the Participant's nonforfeitable accrued benefit under all qualified plans of the Employer and Controlled Entities. -40- 48 9.4 INTEREST, SECURITY, AND FEES. (a) Any loan made pursuant to this Article shall bear interest at a rate established by the Committee from time to time and communicated to the Participants, which rate shall provide the Plan with a return commensurate with the interest rates charged by persons in the business of lending money for loans which would be made under similar circumstances. (b) Any loan shall be made as an investment of a segregated loan fund to be established in the Trust Fund for the Participant to whom the loan is made. Any loan shall be considered to come, first, from the Participant's Rollover Contribution Account, second, from the Participant's Vested Interest in his Employer Contribution Account, and, finally, from the Participant's Salary Reduction Contribution Account. The Trustee shall fund a Participant's segregated loan fund by liquidating such portion of the assets of the Accounts from which the Participant's loan is to be made as is necessary to fund the loan and transferring the proceeds to such segregated loan fund. If a Participant's Accounts are invested in more than one Investment Fund, the transfer shall be made pro rata from each such Investment Fund. (c) The loan shall be secured by a pledge of the Participant's segregated loan fund. By agreeing to the pledge of the segregated loan fund as security for the loan, a Participant shall be deemed to have consented to the distribution of such segregated loan fund prior to the time specified in section 411(a)(11) of the Code and the applicable Treasury regulations thereunder. (d) The Committee in its discretion may impose a reasonable fee on the issuance of each loan. 9.5 REPAYMENT TERMS OF LOAN. (a) A Participant who is an Employee receiving compensation from the Employer at the time of receipt of a loan shall be required, as a condition to receiving a loan, to enter into an irrevocable agreement authorizing the Employer to make payroll deductions from his compensation so long as the Participant is such an Employee and to transfer such payroll deduction amounts to the Trustee in payment of such loan plus interest. In the case of a Participant who (i) is not at the time of commencement of his loan an Employee, or (ii) is not at the commencement of his loan receiving compensation from the Employer (or is receiving insufficient compensation to cover his scheduled loan repayments), or (iii) was an Employee receiving compensation from the Employer at the time of commencement of his loan and either (A) continues to be an Employee but ceases to receive compensation from the Employer (or is receiving insufficient compensation to cover his scheduled loan repayments), (B) ceases to be an Employee and is not entitled to a distribution of his Accounts under the terms of the Plan, or (C) ceases to be an Employee and immediately commences employment with a Controlled Entity or Dell Financial Services L.P., except as otherwise permitted in Subsection 9.5(c), each such Participant shall make or continue to make his loan repayments (or portion of his loan repayments not covered by his compensation) in the manner prescribed by the Committee. -41- 49 (b) The terms of the loan shall (i) require level amortization with payments not less frequently than quarterly, (ii) require that the loan be repaid (i) over an amortization period of one to five years for the period from the Effective Date through December 31, 2000, and over an amortization period of one to four and one-half years effective as of January 1, 2001, (unless the Participant certifies in writing to the Committee that the loan is to be used to acquire any dwelling unit which within a reasonable time is to be used (determined at the time the loan is made) as a principal residence of the Participant, in which case the loan must be repaid over an amortization period of five to twenty years), (iii) allow prepayment without penalty at any time, provided that any prepayment must be for the full outstanding loan balance (including interest), (iv) require that the balance of the loan (including interest) shall become due and payable (to the extent not otherwise due and payable) within ninety days of the date the Participant or, if applicable, the Participant's beneficiary, is first entitled to a distribution from the Plan (other than a distribution pursuant to Article VIII) irrespective of whether such Participant or beneficiary elects or consents to such distribution, and (v) provide that such Participant's outstanding loan balance (including interest), if not paid in accordance with the repayment provisions of the loan, shall be treated as a deemed distribution upon the end of the grace period permitted by applicable Treasury Regulations and repaid by offsetting such balance against the amount in the Participant's segregated loan fund pledged as security for the loan. (c) The above notwithstanding, a Participant who is on an unpaid leave of absence from the Employer may elect to suspend payments on his loan during such leave of absence for a period of up to one year. Upon such Participant's return to active employment with the Employer at the conclusion of such leave of absence, or upon the expiration of such one-year period, if earlier, such Participant shall be permitted to refinance his loan, including all accrued and unpaid interest, over a term that does not extend beyond the expiration of the original term of the loan. (d) Amounts tendered to the Trustee by a Participant in repayment of a loan made pursuant to this Article (i) shall initially be credited to the Participant's segregated loan fund, (ii) then shall be transferred as soon as practicable following receipt thereof to the Account or Accounts from which the Participant's loan was made, and (iii) finally, shall be invested in accordance with the current designation in effect as to the investment of contributions being allocated to such Accounts pursuant to Article V. 9.6 DEFAULT AND OFFSET. (a) If the Participant fails in any way to comply with the repayment terms of a loan, such loan shall be repaid by offsetting the Participant's outstanding loan balance (including interest) against the amount in the Participant's segregated loan fund pledged as security for the loan. Except as provided in Subsection 9.6(b), any such outstanding loan balance (including interest) shall be so offset and repaid as -42- 50 soon as administratively feasible after such failure to comply, and such repayment shall be prior to any withdrawal or distribution of benefits from the pledged portion of the Participant's Accounts pursuant to the provisions of the Plan. (b) Notwithstanding Subsection 9.6(a), amounts in a Participant's Accounts may not be offset and used to satisfy the payment of a defaulted outstanding loan (including interest) prior to the earliest time the amounts in any such Account are otherwise permitted to be distributed under applicable law. In the event an offset of a defaulted loan is not permitted pursuant to the preceding sentence, such outstanding loan balance (including interest) shall be deemed distributed to such Participant on the last day of the calendar quarter (effective January 1, 2001, on the ninetieth day) following the calendar quarter in which the first unpaid installment on such loan was due and unpaid. -43- 51 X. ADMINISTRATION OF THE PLAN 10.1 APPOINTMENT OF COMMITTEE. The general administration of the Plan shall be vested in the Company. The Company may delegate certain duties to the Committee which shall be appointed by the Directors and shall consist of one or more persons. Any individual, whether or not an Employee, is eligible to become a member of the Committee. Each member of the Committee shall, before entering upon the performance of his duties, qualify by signing a consent to serve as a member of the Committee under and pursuant to the Plan and by filing such consent with the records of the Committee. For purposes of ERISA, the Company shall be the Plan "administrator" and the Committee shall be the "named fiduciary" with respect to the general administration of the Plan (except as to the investment of the assets of the Trust Fund). 10.2 TERM, VACANCIES, RESIGNATION, AND REMOVAL. Each member of the Committee shall serve until he resigns, dies, or is removed by the Directors. At any time during his term of office, a member of the Committee may resign by giving written notice to the Directors and the Committee, such resignation to become effective upon the appointment of a substitute member or, if earlier, the lapse of thirty days after such notice is given as herein provided. At any time during his term of office, and for any reason, a member of the Committee may be removed by the Directors with or without cause, and the Directors may in their discretion fill any vacancy that may result therefrom. Any member of the Committee who is an Employee shall automatically cease to be a member of the Committee as of the date he ceases to be employed by the Employer and all Controlled Entities. 10.3 OFFICERS, RECORDS, AND PROCEDURES. The Committee may select officers and may appoint a secretary who need not be a member of the Committee. The Committee shall keep appropriate records of its proceedings and the administration of the Plan and shall make available for examination during business hours to any Participant or beneficiary such records as pertain to that individual's interest in the Plan. The Committee shall designate the person or persons who shall be authorized to sign for the Committee and, upon such designation, the signature of such person or persons shall bind the Committee. 10.4 MEETINGS. The Committee shall hold meetings upon such notice and at such time and place as it may from time to time determine. Notice to a member shall not be required if waived in writing by that member. A majority of the members of the Committee duly appointed shall constitute a quorum for the transaction of business. All resolutions or other actions taken by the Committee at any meeting where a quorum is present shall be by vote of a majority of those present at such meeting and entitled to vote. Resolutions may be adopted or other action taken without a meeting upon written consent signed by all of the members of the Committee. 10.5 SELF-INTEREST OF MEMBERS. No member of the Committee shall have any right to vote or decide upon any matter relating solely to himself under the Plan or to vote in any case in which his individual right to claim any benefit under the Plan is particularly involved. In any case in which a Committee member is so disqualified to act and the remaining members cannot agree, the Directors shall appoint a temporary substitute member to exercise all the powers of the disqualified member concerning the matter in which he is disqualified. -44- 52 10.6 COMPENSATION AND BONDING. The members of the Committee shall not receive compensation with respect to their services for the Committee. To the extent required by ERISA or other applicable law, or required by the Company, members of the Committee shall furnish bond or security for the performance of their duties hereunder. 10.7 COMMITTEE POWERS AND DUTIES. The Committee shall supervise the administration and enforcement of the Plan according to the terms and provisions hereof and shall have all powers necessary to accomplish these purposes, including, but not by way of limitation, the right, power, authority, and duty: (a) To make rules, regulations, and bylaws for the administration of the Plan that are not inconsistent with the terms and provisions hereof, provided such rules, regulations, and bylaws are evidenced in writing and copies thereof are delivered to the Trustee and to the Company, and to enforce the terms of the Plan and the rules and regulations promulgated thereunder by the Committee; (b) To construe in its discretion all terms, provisions, conditions, and limitations of the Plan, and, in all cases, the construction necessary for the Plan to qualify under the applicable provisions of the Code shall control; (c) To correct any defect or to supply any omission or to reconcile any inconsistency that may appear in the Plan in such manner and to such extent as it shall deem expedient in its discretion to effectuate the purposes of the Plan; (d) To employ and compensate such accountants, attorneys, investment advisors, and other agents, employees, and independent contractors as the Committee may deem necessary or advisable for the proper and efficient administration of the Plan; (e) To determine in its discretion all questions relating to eligibility; (f) To make a determination in its discretion as to the right of any person to a benefit under the Plan and to prescribe procedures to be followed by distributees in obtaining benefits hereunder; (g) To prepare, file, and distribute, in such manner as the Committee determines to be appropriate, such information and material as is required by the reporting and disclosure requirements of ERISA; (h) To furnish the Employer any information necessary for the preparation of such Employer's tax return or other information that the Committee determines in its discretion is necessary for a legitimate purpose; (i) To require and obtain from the Employer and the Participants and their beneficiaries any information or data that the Committee determines is necessary for the proper administration of the Plan; -45- 53 (j) To instruct the Trustee as to the loans to Participants pursuant to the provisions of Article XII; (k) To instruct the Trustee as to the management, investment, and reinvestment of the Trust Fund as provided in the Trust Agreement; (l) To appoint investment managers; (m) To receive and review reports from the Trustee and from investment managers as to the financial condition of the Trust Fund, including its receipts and disbursements; (n) To review periodically the Plan's short-term and long-term investment needs and goals and to communicate such needs and goals to the Trustee and any investment manager as frequently as the Committee, in its discretion, deems necessary for the proper administration of the Plan and Trust; (o) To establish or designate Investment Funds as investment options under the Plan as provided in Article V; (p) To determine in its discretion administrative expenses properly payable from the Plan and allocate the payment of such expenses from Participants' Accounts or forfeitures. (q) To direct the Trustee as to the exercise of rights or privileges to acquire, convert, or exchange Company Stock pursuant to Article V; and (r) To amend the Plan in accordance with and to the extent provided in Article XIII. 10.8 EMPLOYER TO SUPPLY INFORMATION. The Employer shall supply full and timely information to the Committee, including, but not limited to, information relating to each Participant's compensation, age, retirement, death, or other cause of termination of employment and such other pertinent facts as the Committee may require. The Employer shall advise the Trustee of such of the foregoing facts as are deemed necessary for the Trustee to carry out the Trustee's duties under the Plan. When making a determination in connection with the Plan, the Committee shall be entitled to rely upon the aforesaid information furnished by the Employer. 10.9 INDEMNIFICATION. The Company shall, to the extent permitted by law, indemnify and hold harmless each member of the Committee and each Employee who is a fiduciary or a delegate of the Committee against any and all expenses and liabilities arising out of his administrative functions or fiduciary responsibilities, including any expenses and liabilities that are caused by or result from an act or omission constituting the negligence of such individual in the performance of such functions or responsibilities, but excluding expenses and liabilities that are caused by or result from such individual's own gross negligence or willful misconduct. Expenses against which such individual shall be indemnified hereunder shall include, without limitation, the amounts of any settlement or judgment, costs, counsel fees, and related charges reasonably incurred in connection with a claim asserted or a proceeding brought or settlement thereof. -46- 54 10.10 TEMPORARY RESTRICTIONS. In order to ensure an orderly transition in the transfer of assets to or from the Trust Fund associated with a merger or spin-off of the Plan, a merger of another qualified plan into the Plan, a transfer of assets from another qualified plan to the Plan, a change in Trustee or recordkeeper, or other similar activity, the Committee in its discretion may temporarily prohibit or restrict withdrawals, loans, changes to contribution elections, changes of investment designation, or such other activity as the Committee deems appropriate; provided, however, that any such temporary prohibition or restriction shall be in compliance with all applicable law. -47- 55 XI. TRUSTEE AND ADMINISTRATION OF TRUST FUND 11.1 APPOINTMENT, RESIGNATION, REMOVAL, AND REPLACEMENT OF TRUSTEE. The Trustee shall be appointed, removed, and replaced by and in the sole discretion of the Directors. The Trustee shall be the "named fiduciary" with respect to investment of the Trust Fund's assets. 11.2 TRUST AGREEMENT. As a means of administering the assets of the Plan, the Company has entered into a Trust Agreement with the Trustee. The administration of the assets of the Plan and the duties, obligations, and responsibilities of the Trustee shall be governed by the Trust Agreement. The Trust Agreement may be amended from time to time as the Company deems advisable in order to effectuate the purposes of the Plan. The Trust Agreement is incorporated herein by reference and thereby made a part of the Plan. 11.3 PAYMENT OF EXPENSES. All expenses incident to the administration of the Plan and Trust, including but not limited to, legal, accounting, Trustee fees, direct expenses of the Employer and the Committee incurred in the administration of the Plan, and the cost of furnishing any bond or security required of the Committee, shall be paid by the Trustee from the Trust Fund, and, until paid, shall constitute a claim against the Trust Fund that is paramount to the claims of Participants and beneficiaries; provided, however, that (i) the obligation of the Trustee to pay such expenses from the Trust Fund shall cease to exist to the extent such expenses are paid by the Employer and (ii) in the event the Trustee's compensation is to be paid, pursuant to this Section, from the Trust Fund, any individual serving as Trustee who already receives full-time pay from an Employer or an association of Employers whose employees are Participants, or from an employee organization whose members are Participants, shall not receive any additional compensation for serving as Trustee. This Section shall be deemed to be a part of any contract to provide for expenses of Plan and Trust administration, whether or not the signatory to such contract is, as a matter of convenience, the Employer. 11.4 TRUST FUND PROPERTY. All income, profits, recoveries, contributions, forfeitures, and any and all moneys, securities, and properties of any kind at any time received or held by the Trustee hereunder shall be held for investment purposes as a commingled Trust Fund. The Committee shall maintain Accounts in the name of each Participant, but the maintenance of an Account designated as the Account of a Participant shall not mean that such Participant shall have a greater or lesser interest than that due him by operation of the Plan and shall not be considered as segregating any funds or property from any other funds or property contained in the commingled fund. No Participant shall have any title to any specific asset in the Trust Fund. 11.5 DISTRIBUTIONS FROM PARTICIPANTS' ACCOUNTS. Distributions from a Participant's Accounts shall be made by the Trustee only if, when, and in the amount and manner directed in writing by the Committee. Any distribution made to a Participant or for his benefit shall be debited to such Participant's Account or Accounts. All distributions hereunder shall be made in cash except as otherwise specifically provided herein. -48- 56 11.6 PAYMENTS SOLELY FROM TRUST FUND. All benefits payable under the Plan shall be paid or provided for solely from the Trust Fund, and neither the Employer nor the Trustee assumes any liability or responsibility for the adequacy thereof. The Committee or the Trustee may require execution and delivery of such instruments as are deemed necessary to ensure proper payment of any benefits. 11.7 NO BENEFITS TO THE EMPLOYER. No part of the corpus or income of the Trust Fund shall be used for any purpose other than the exclusive purpose of providing benefits for the Participants and their beneficiaries and of defraying reasonable expenses of administering the Plan and Trust. Anything to the contrary herein notwithstanding, the Plan shall not be construed to vest any rights in the Employer other than those specifically given hereunder. -49- 57 XII. FIDUCIARY PROVISIONS 12.1 ARTICLE CONTROLS. This Article shall control over any contrary, inconsistent or ambiguous provisions contained in the Plan. 12.2 GENERAL ALLOCATION OF FIDUCIARY DUTIES. Each fiduciary with respect to the Plan shall have only those specific powers, duties, responsibilities and obligations as are specifically given him under the Plan. The Directors shall have the sole authority to appoint and remove the Trustee and members of the Committee. Except as otherwise specifically provided herein, the Committee shall have the sole responsibility for the administration of the Plan, which responsibility is specifically described herein. Except as otherwise specifically provided herein and in the Trust Agreement, the Trustee shall have the sole responsibility for the administration, investment, and management of the assets held under the Plan. It is intended under the Plan that each fiduciary shall be responsible for the proper exercise of his or its own powers, duties, responsibilities, and obligations hereunder and shall not be responsible for any act or failure to act of another fiduciary except to the extent provided by law or as specifically provided herein. 12.3 FIDUCIARY DUTY. Each fiduciary under the Plan, including, but not limited to, the Committee and the Trustee as "named fiduciaries," shall discharge his duties and responsibilities with respect to the Plan: (a) Solely in the interest of the Participants, for the exclusive purpose of providing benefits to Participants and their beneficiaries and of defraying reasonable expenses of administering the Plan and Trust; (b) With the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; (c) By diversifying the investments of the Plan so as to minimize the risk of large losses, unless under the circumstances it is prudent not to do so; and (d) In accordance with the documents and instruments governing the Plan insofar as such documents and instruments are consistent with applicable law. No fiduciary shall cause the Plan or Trust Fund to enter into a "prohibited transaction" as provided in section 4975 of the Code or section 406 of ERISA. 12.4 DELEGATION OF FIDUCIARY DUTIES. The Committee may appoint subcommittees, individuals, or any other agents as it deems advisable and may delegate to any of such appointees any or all of the powers and duties of the Committee. Such appointment and delegation must specify in writing the powers or duties being delegated, and must be accepted in writing by the delegatee. Upon such appointment, delegation, and acceptance, the delegating Committee members shall have no liability for the acts or omissions of any such delegatee, as long as the delegating Committee members do not violate any fiduciary responsibility in making or continuing such delegation. -50- 58 12.5 INVESTMENT MANAGER. (a) The Committee may, in its sole discretion, appoint an "investment manager" with power to manage, acquire or dispose of any asset of the Plan and to direct the Trustee in this regard, so long as: (1) The investment manager is (i) registered as an investment adviser under the Investment Advisers Act of 1940; (ii) not registered as an investment adviser under such Act by reason of paragraph (i) of section 203A(a) of such Act but is registered as an investment adviser under the laws of the state (referred to in such section 203A(a) in which it maintains its principal office and place of business, and, at the time it last filed the registration form most recently filed by it with such state in order to maintain its registration under the laws of such state, also filed a copy of such form with the Secretary of Labor; (iii) a bank, as defined in Act; or (iv) an insurance company qualified to do business under the laws of more than one state; and (2) Such investment manager acknowledges in writing that he or it is a fiduciary with respect to the Plan. (b) Upon the appointment of an investment manager pursuant to Subsection 12.5(a), the Committee shall not be liable for the acts of the investment manager, as long as the Committee members do not violate any fiduciary responsibility in making or continuing such appointment. The Trustee shall follow the directions of such investment manager and shall not be liable for the acts or omissions of such investment manager. The investment manager may be removed by the Committee at any time in the Committee's sole discretion. -51- 59 XIII. AMENDMENTS 13.1 RIGHT TO AMEND. Subject to Section 13.2 and any other limitations contained in ERISA or the Code, the Directors may from time to time amend, in whole or in part, any or all of the provisions of the Plan on behalf of the Company and all Employers. Specifically, but not by way of limitation, the Directors may make any amendment necessary to acquire or maintain the Plan's qualified status under the Code, whether or not retroactive. 13.2 LIMITATION ON AMENDMENTS. No amendment of the Plan shall be made that would vest in the Employer, directly or indirectly, any interest in or control of the Trust Fund. No amendment shall be made that would vary the Plan's exclusive purpose of providing benefits to Participants and their beneficiaries and of defraying reasonable expenses of administering the Plan or that would permit the diversion of any part of the Trust Fund from that exclusive purpose. No amendment shall be made that would reduce any then nonforfeitable interest of a Participant. No amendment shall increase the duties or responsibilities of the Trustee unless the Trustee consents thereto in writing. -52- 60 XIV. DISCONTINUANCE OF CONTRIBUTIONS, TERMINATION,PARTIAL TERMINATION, AND MERGER OR CONSOLIDATION 14.1 RIGHT TO DISCONTINUE CONTRIBUTIONS, TERMINATE, OR PARTIALLY TERMINATE. The Employer has established the Plan with the bona fide intention and expectation that from year to year it will be able to, and will deem it advisable to, make its contributions as herein provided. However, the Directors realize that circumstances not now foreseen, or circumstances beyond its control, may make it either impossible or inadvisable for the Employer to continue to make its contributions to the Plan. Therefore, the Directors shall have the right and the power to discontinue contributions to the Plan, terminate the Plan, or partially terminate the Plan at any time hereafter. Each member of the Committee and the Trustee shall be notified of such discontinuance, termination, or partial termination. 14.2 PROCEDURE IN THE EVENT OF DISCONTINUANCE OF CONTRIBUTIONS, TERMINATION, OR PARTIAL TERMINATION. (a) If the Plan is amended so as to permanently discontinue Employer Contributions, or if Employer Contributions are in fact permanently discontinued, the Vested Interest of each affected Participant shall be 100%, effective as required by the Code and applicable Treasury Regulations. In case of such discontinuance, the Committee shall remain in existence and all other provisions of the Plan that are necessary, in the opinion of the Committee, for equitable operation of the Plan shall remain in force. (b) If the Plan is terminated or partially terminated, the Vested Interest of each affected Participant shall be 100%, effective as of the termination date or partial termination date, as applicable. Unless the Plan is otherwise amended prior to dissolution of the Company, the Plan shall terminate as of the date of dissolution of the Company. (c) Upon discontinuance of contributions, termination, or partial termination, any previously unallocated contributions, forfeitures, and net income (or net loss) shall be allocated among the Accounts of the Participants on such date of discontinuance, termination, or partial termination according to the provisions of Article IV. Thereafter, the net income (or net loss) shall continue to be allocated to the Accounts of the Participants until the balances of the Accounts are distributed. (d) In the case of a termination or partial termination of the Plan, and in the absence of a Plan amendment to the contrary, the Trustee shall pay the balance of the Accounts of a Participant for whom the Plan is so terminated, or who is affected by such partial termination, to such Participant, subject to the time of payment, form of payment, and consent provisions of Article VIII. -53- 61 14.3 MERGER, CONSOLIDATION, OR TRANSFER. This Plan and Trust Fund may not merge or consolidate with, or transfer its assets or liabilities to, any other plan, unless immediately thereafter each Participant would, in the event such other plan terminated, be entitled to a benefit equal to or greater than the benefit to which he would have been entitled if the Plan were terminated immediately before the merger, consolidation, or transfer. -54- 62 XV. PARTICIPATING EMPLOYERS 15.1 DESIGNATION OF OTHER EMPLOYERS. (a) The Committee may designate any entity or organization eligible by law to participate in the Plan and the Trust as an Employer by written instrument delivered to the Secretary of the Company, the Trustee, and the designated Employer. Such written instrument (i) shall specify the effective date of such designated participation, (ii) may incorporate specific provisions relating to the operation of the Plan that apply to the designated Employer only, (iii) may designate that certain Employees are Eligible Employees, and (iv) shall become, as to such designated Employer and its Employees, a part of the Plan and the Trust Agreement. (b) Each designated Employer shall be conclusively presumed to have consented to its designation and to have agreed to be bound by the terms of the Plan and Trust Agreement and any and all amendments thereto upon its submission of information to the Committee required by the terms of or with respect to the Plan or upon making a contribution to the Trust Fund pursuant to the terms of the Plan; provided, however, that the terms of the Plan may be modified so as to increase the obligations of an Employer only with the consent of such Employer, which consent shall be conclusively presumed to have been given by such Employer upon its submission of any information to the Committee required by the terms of or with respect to the Plan or upon making a contribution to the Trust Fund pursuant to the terms of the Plan following notice of such modification. (c) The provisions of the Plan and the Trust Agreement shall apply separately and equally to each Employer and its Employees in the same manner as is expressly provided for the Company and its Employees, except that the power to appoint or otherwise affect the Committee or the Trustee and the power to amend or terminate the Plan and Trust Agreement shall be exercised by the Directors, or by the Committee, if applicable, and, in the case of Employers that are Controlled Entities, Employer Retirement Savings Contributions to be allocated pursuant to Subsection 4.2(d) shall be allocated on an aggregate basis among the Participants employed by all Employers; provided, however, that each Employer shall contribute to the Trust Fund its share of the Employer Retirement Savings Contribution for a Plan Year based on the Participants in its employ during such Plan Year who will receive such contribution for such Plan Year. (d) Transfer of employment among Employers shall not be considered a termination of employment hereunder, and Service with one shall be considered as Service with all others. (e) Any Employer may, by appropriate action of its board of directors or noncorporate counterpart communicated in writing to the Secretary of the Company, the Trustee, and the Committee, terminate its participation in the Plan and the Trust. Moreover, the Committee may, in its discretion, terminate an -55- 63 Employer's Plan and Trust participation at any time by written instrument delivered to the Secretary of the Company and the designated Employer. 15.2 SINGLE PLAN. For purposes of the Code and ERISA, the Plan as adopted by the Employers shall constitute a single plan rather than a separate plan of each Employer. All assets in the Trust Fund shall be available to pay benefits to all Participants and their beneficiaries. -56- 64 XVI. MISCELLANEOUS PROVISIONS 16.1 NOT CONTRACT OF EMPLOYMENT. The adoption and maintenance of the Plan shall not be deemed to be either a contract between the Employer and any person or consideration for the employment of any person. Nothing herein contained shall be deemed to give any person the right to be retained in the employ of the Employer or to restrict the right of the Employer to discharge any person at any time, nor shall the Plan be deemed to give the Employer the right to require any person to remain in the employ of the Employer or to restrict any person's right to terminate his employment at any time. 16.2 ALIENATION OF INTEREST FORBIDDEN. Except as otherwise provided with respect to "qualified domestic relations orders" and certain judgments and settlements pursuant to section 206(d) of ERISA and sections 401(a)(13) and 414(p) of the Code, and except as otherwise provided under other applicable law, no right or interest of any kind in any benefit shall be transferable or assignable by any Participant or any beneficiary or be subject to anticipation, adjustment, alienation, encumbrance, garnishment, attachment, execution, or levy of any kind. Plan provisions to the contrary notwithstanding, the Committee shall comply with the terms and provisions of any "qualified domestic relations order," including an order that requires distributions to an alternate payee prior to a Participant's "earliest retirement age" as such term is defined in section 206(d)(3)(E)(ii) of ERISA and section 414(p)(4)(B) of the Code, and shall establish an appropriate procedure to effect the same, which procedure shall be incorporated herein by reference. 16.3 UNIFORMED SERVICES EMPLOYMENT AND REEMPLOYMENT RIGHTS ACT REQUIREMENTS. Notwithstanding any provision of the Plan to the contrary, contributions, benefits, and service credit with respect to qualified military service will be provided in accordance with section 414(u) of the Code. 16.4 PAYMENTS TO MINORS AND INCOMPETENTS. If a Participant or beneficiary entitled to receive a benefit under the Plan is a minor, or is determined by the Committee in its discretion to be incompetent, or is adjudged by a court of competent jurisdiction to be legally incapable of giving valid receipt and discharge for a benefit provided under the Plan, the Committee may pay such benefit to the duly appointed guardian or conservator of such Participant or beneficiary for the account of such Participant or beneficiary. If no guardian or conservator has been appointed for such Participant or beneficiary, the Committee may pay such benefit to any third party who is determined by the Committee, in its sole discretion, to be authorized to receive such benefit for the account of such Participant or beneficiary. Such payment shall operate as a full discharge of all liabilities and obligations of the Committee, the Trustee, the Employer, and any fiduciary of the Plan with respect to such benefit. 16.5 ACQUISITION AND HOLDING OF COMPANY STOCK. The Plan is specifically authorized to acquire and hold up to 100% of its assets in Company Stock so long as Company Stock is a "qualifying employer security," as such term is defined in section 407(d)(e) of ERISA. -57- 65 16.6 PARTICIPANT'S AND BENEFICIARY'S ADDRESSES. It shall be the affirmative duty of each Participant to inform the Committee of, and to keep on file with the Committee, his current mailing address and the current mailing address of his designated beneficiary. If a Participant fails to keep the Committee informed of his current mailing address and the current mailing address of his designated beneficiary, neither the Committee, the Trustee, the Employer, nor any fiduciary under the Plan shall be responsible for any late or lost payment of a benefit or for failure of any notice to be provided timely under the terms of the Plan. 16.7 SEVERABILITY. If any provision of the Plan shall be held illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining provisions hereof. In such case, each provision shall be fully severable, and the Plan shall be construed and enforced as if said illegal or invalid provision had never been included herein. 16.8 JURISDICTION. The situs of the Plan and the Trust hereby created is Texas. All provisions of the Plan shall be construed in accordance with the laws of Texas except to the extent preempted by federal law. 16.9 INCORRECT INFORMATION OR ERROR. Any contrary provisions of the Plan notwithstanding, if, because of a human or systems error, or because of incorrect information provided by or correct information failed to be provided by, fraud, misrepresentation, or concealment of any relevant fact (as determined by the Committee) by any person, the Plan enrolls any individual, pays any benefit, incurs a liability, or makes any overpayment or erroneous payment, the Plan shall be entitled to recover from such person the benefit paid or the liability incurred, together with all expenses incidental to or necessary for such recovery. 16.10 MERGED PLANS. Notwithstanding any provision of the Plan to the contrary, the Plan shall comply with the terms of each amendment and merger document, which is listed on Appendix A and attached thereto, providing for the merger of another plan with and into the Plan, the provisions of which shall include, without limitation, the preservation of all optional forms of benefits and other rights and features under such other plan, as required to be preserved pursuant to section 411(d)(6) of the Code and applicable Treasury regulations issued thereunder, and the preservation of certain vesting rights under such other plan, but only to the extent that, when the terms of such amendment conflict with the terms of the Plan as amended after the adoption of such amendment and merger document, such compliance is required by law. -58- 66 XVII. TOP-HEAVY STATUS 17.1 ARTICLE CONTROLS. Any Plan provisions to the contrary notwithstanding, the provisions of this Article shall control to the extent required to cause the Plan to comply with the requirements imposed under section 416 of the Code. 17.2 DEFINITIONS. For purposes of this Article, the following terms and phrases when capitalized shall have these respective meanings notwithstanding that any such term or phrase may have a different meaning ascribed to it elsewhere in the Plan: (a) ACCOUNT BALANCE: As of any Valuation Date, the aggregate amount credited to an individual's account or accounts under a qualified defined contribution plan maintained by the Employer or a Controlled Entity (excluding employee contributions that were deductible within the meaning of section 219 of the Code and rollover or transfer contributions made after December 31, 1983, by or on behalf of such individual to such plan from another qualified plan sponsored by an entity other than the Employer or a Controlled Entity), increased by (i) the aggregate distributions made to such individual from such plan during a five-year period ending on the Determination Date and (ii) the amount of any contributions due as of the Determination Date immediately following such Valuation Date. (b) ACCRUED BENEFIT: As of any Valuation Date, the present value (computed on the basis of the Assumptions) of the cumulative accrued benefit (excluding the portion thereof that is attributable to employee contributions that were deductible pursuant to section 219 of the Code, to rollover or transfer contributions made after December 31, 1983, by or on behalf of such individual to such plan from another qualified plan sponsored by an entity other than the Employer or a Controlled Entity, to proportional subsidies or to ancillary benefits) of an individual under a qualified defined benefit plan maintained by the Employer or a Controlled Entity, increased by (i) the aggregate distributions made to such individual from such plan during a five-year period ending on the Determination Date and (ii) the estimated benefit accrued by such individual between such Valuation Date and the Determination Date immediately following such Valuation Date. Solely for the purpose of determining top-heavy status, the Accrued Benefit of an individual shall be determined under (A) the method, if any, that uniformly applies for accrual purposes under all qualified defined benefit plans maintained by the Employer and the Controlled Entities or (B) if there is no such method, as if such benefit accrued not more rapidly than under the slowest accrual rate permitted under section 411(b)(1)(C) of the Code. (c) AGGREGATION GROUP: The group of qualified plans maintained by the Employer and each Controlled Entity consisting of (i) each plan in which a Key Employee participates and each other plan that enables a plan in which a Key Employee participates to meet the requirements of section 401(a)(4) or 410 of the Code or (ii) each plan in which a Key Employee participates, each other plan that enables a plan in which a Key Employee participates to meet the requirements of section 401(a)(4) or 410 of the Code, and any other plan that the Employer elects to -59- 67 include as a part of such group; provided, however, that the Employer may elect to include a plan in such group only if the group will continue to meet the requirements of sections 401(a)(4) and 410 of the Code with such plan being taken into account. (d) ASSUMPTIONS: The interest rate and mortality assumptions specified for top-heavy status determination purposes in any defined benefit plan included in the Aggregation Group that includes the Plan. (e) DETERMINATION DATE: For the first Plan Year of any plan, the last day of such Plan Year and for each subsequent Plan Year of such plan, the last day of the preceding Plan Year. (f) KEY EMPLOYEE: A "key employee" as defined in section 416(i) of the Code and the Treasury regulations thereunder. (g) PLAN YEAR: With respect to any plan, the annual accounting period used by such plan for annual reporting purposes. (h) REMUNERATION: Compensation as defined in Article I. (i) VALUATION DATE: With respect to any Plan Year of any defined contribution plan, the most recent date within the twelve-month period ending on a Determination Date as of which the trust fund established under such plan was valued and the net income (or loss) thereof allocated to participants' accounts. With respect to any Plan Year of any defined benefit plan, the most recent date within a twelve-month period ending on a Determination Date as of which the plan assets were valued for purposes of computing plan costs for purposes of the requirements imposed under section 412 of the Code. 17.3 TOP-HEAVY STATUS. The Plan shall be deemed to be top-heavy for a Plan Year if, as of the Determination Date for such Plan Year, (i) the sum of Account Balances of Participants who are Key Employees exceeds 60% of the sum of Account Balances of all Participants unless an Aggregation Group including the Plan is not top-heavy or (ii) an Aggregation Group including the Plan is top-heavy. An Aggregation Group shall be deemed to be top-heavy as of a Determination Date if the sum (computed in accordance with section 416(g)(2)(B) of the Code and the Treasury regulations promulgated thereunder) of (i) the Account Balances of Key Employees under all defined contribution plans included in the Aggregation Group and (ii) the Accrued Benefits of Key Employees under all defined benefit plans included in the Aggregation Group exceeds 60% of the sum of the Account Balances and the Accrued Benefits of all individuals under such plans. Notwithstanding the foregoing, the Account Balances and Accrued Benefits of individuals who are not Key Employees in any Plan Year but who were Key Employees in any prior Plan Year shall not be considered in determining the top-heavy status of the Plan for such Plan Year. Further, notwithstanding the foregoing, the Account Balances and Accrued Benefits of individuals who have not performed services for the Employer or any Controlled Entity at any time during the five-year period ending on the applicable Determination Date shall not be considered. -60- 68 17.4 TOP-HEAVY VESTING SCHEDULE. If the Plan is determined to be top-heavy for a Plan Year, the Vested Interest in the Employer Contribution Account of each Participant who is credited with an Hour of Service during such Plan Year shall be determined in accordance with the following schedule:

YEARS OF VESTING SERVICE VESTED INTEREST --------------- --------------- Less than 1 year 0% 1 year 20% 2 years 40% 3 years 60% 4 years 80% 5 years or more 100%

17.5 TOP-HEAVY CONTRIBUTION. (a) If the Plan is determined to be top-heavy for a Plan Year, the Employer shall contribute to the Plan for such Plan Year on behalf of each Participant who is not a Key Employee and who has not terminated his employment as of the last day of such Plan Year an amount equal to: (b) The lesser of (i) 3% of such Participant's Remuneration for such Plan Year or (ii) a percent of such Participant's Remuneration for such Plan Year equal to the greatest percent determined by dividing for each Key Employee the amounts allocated to such Key Employee's Salary Reduction Contribution Account and Employer Contribution Account for such Plan Year by such Key Employee's Remuneration; reduced by (c) The amount of Employer Retirement Savings Contributions allocated to such Participant's Employer Contribution Account for such Plan Year. (1) The minimum contribution required to be made for a Plan Year pursuant to this Section for a Participant employed on the last day of such Plan Year shall be made regardless of whether such Participant is otherwise ineligible to receive an allocation of the Employer's contributions for such Plan Year. (2) Notwithstanding the foregoing, if the Plan is deemed to be top-heavy for a Plan Year, the Employer's contribution for such Plan Year pursuant to this Section shall be increased by substituting "4%" in lieu of "3%" in Clause (i) hereof to the extent that the Directors determine to so increase such contribution to comply with the provisions of section 416(h)(2) of the Code. (d) Notwithstanding the foregoing, no contribution shall be made pursuant to this Section for a Plan Year with respect to a Participant who is a participant in another defined contribution plan sponsored by the Employer or a Controlled -61- 69 Entity if such Participant receives under such other defined contribution plan (for the plan year of such plan ending with or within the Plan Year of the Plan) a contribution that is equal to or greater than the minimum contribution required by section 416(c)(2) of the Code. (e) Notwithstanding the foregoing, no contribution shall be made pursuant to this Section for a Plan Year with respect to a Participant who is a participant in a defined benefit plan sponsored by the Employer or a Controlled Entity if such Participant accrues under such defined benefit plan (for the plan year of such plan ending with or within the Plan Year of this Plan) a benefit that is at least equal to the benefit described in section 416(c)(1) of the Code. If the preceding sentence is not applicable, the requirements of this Section shall be met by providing a minimum benefit under such defined benefit plan which, when considered with the benefit provided under the Plan as an offset, is at least equal to the benefit described in section 416(c)(1) of the Code. 17.6 TERMINATION OF TOP-HEAVY STATUS. If the Plan has been deemed to be top-heavy for one or more Plan Years and thereafter ceases to be top-heavy, the provisions of this Article shall cease to apply to the Plan effective as of the Determination Date on which it is determined no longer to be top-heavy. Notwithstanding the foregoing, the Vested Interest of each Participant as of such Determination Date shall not be reduced and, with respect to each Participant who has three or more years of Vesting Service on such Determination Date, the Vested Interest of each such Participant shall continue to be determined in accordance with the schedule Article VII. 17.7 EFFECT OF ARTICLE. Notwithstanding anything contained herein to the contrary, the provisions of this Article shall automatically become inoperative and of no effect to the extent not required by the Code or ERISA. EXECUTED this 26th day of December, 2000. DELL COMPUTER CORPORATION By: /s/ KATHLEEN ANGEL ----------------------------------- Name: Kathleen Angel --------------------------------- Title: Director of Global Benefits -------------------------------- -62- EX-99.2 6 d90771ex99-2.txt EX-99.2 AMENDMENT NO 1 TO 401(K) PLAN 1 EXHIBIT 99.2 AMENDMENT NO. 1 TO THE DELL COMPUTER CORPORATION 401(k) PLAN 2 AMENDMENT NO. 1 TO THE DELL COMPUTER CORPORATION 401(k) PLAN This Amendment, effective July 31, 2001, is hereby entered into by Dell Computer Corporation, a Delaware corporation, having its principal office in Austin, Texas (hereinafter referred to as "Employer"): RECITALS: WHEREAS, the Employer has previously established the Dell Computer Corporation 401(k) Plan (the "Plan") for the benefit of those employees who qualify thereunder and for their beneficiaries; and WHEREAS, the Employer has decided to sell the assets of its DellHost business unit to Sprint Communications Company LP; and WHEREAS, the Employer's Benefits Administration Committee has decided to fully vest all Plan participants whose employment is terminated as a result of the sale of its DellHost business unit; NOW, THEREFORE, pursuant to Section 13.1 of the Plan, the following amendment is hereby made, and shall be effective as of July 31, 2001: a. Section 7.1 of the Plan shall be amended by adding the following new Subsections (e) to the end thereof, to be and to read as follows: "(e) Notwithstanding the preceding, any Participant whose employment with the Employer or a Controlled Entity is terminated in connection with the sale by the Employer of its DellHost business unit to Sprint Communications Company L.P. shall have a 100% Vested Interest in his Employer Contribution Account." IN WITNESS WHEREOF, the Employer has caused this instrument to be executed as of the day and year first above written. DELL COMPUTER CORPORATION By: /s/ KATHLEEN ANGEL ----------------------------------- Its: Director of Global Benefits ---------------------------------- ATTEST: /s/ JANET B. WRIGHT ------------------------------------ EX-99.3 7 d90771ex99-3.txt EX-99.3 MASTER TRUST AGREEMENT DATED 4/1/96 1 EXHIBIT 99.3 TRUST AGREEMENT BETWEEN DELL COMPUTER CORPORATION AND THE CHASE MANHATTAN BANK, N.A 2 TRUST AGREEMENT, effective as of April 1, 1996 between Dell Computer Corporation, a Texas corporation (the "Sponsor"), and The Chase Manhattan Bank, N.A., incorporated under the laws of the United States of America (the "Trustee"). WITNESSETH: WHEREAS, the Sponsor and certain of its subsidiaries and affiliated organizations have adopted and may hereafter adopt defined contribution benefit plans ("Separate Plans") for the benefit of certain employees of the Sponsor and certain of its subsidiaries and affiliated organizations (each such plan being herein sometimes referred to as a "Separate Plan" and the Separate Plans being herein collectively referred to as the "Plan"); and WHEREAS, the Sponsor has established a trust for the collective investment of the assets of the Plan in a trust fund which may be divided into separate investment accounts; and WHEREAS, the Trustee has been named the Trustee of such trust; and WHEREAS, the Administration Committee (the "Administrator") is a named fiduciary of the Plan (within the meaning of Section 402(a) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")); and WHEREAS, the Trustee is willing to hold and invest the aforesaid plan assets, in accordance with the terms of this Agreement, in trust among several investment options selected by the Administrator and as directed by Plan participants; and WHEREAS, the Administrator is the administrator of the Plan (within the meaning of Section 3(16)(A) of ERISA); 1 3 NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements set forth below, the Sponsor and the Trustee agree as follows: SECTION 1. TRUST. The Sponsor hereby reestablishes the Dell Computer Corporation Master Trust (the "Trust") with the Trustee. The Trust shall consist of an initial contribution of money or other property acceptable to the Trustee in its sole discretion, made by the Sponsor or transferred from the previous trustee under the Plan, such additional sums of money and Sponsor Stock (hereinafter defined) as shall from time to time be delivered to the Trustee under the Plan, all investments made therewith and proceeds thereof, and all earnings and profits thereon, less the payments that are made by the Trustee as provided herein, without distinction between principal and income. The Trustee hereby accepts the Trust on the terms and conditions set forth in this Agreement. In accepting this Trust, the Trustee shall be accountable for the assets received by it, subject to the terms and conditions of this Agreement. The Trustee shall not be responsible for the collection of any contributions to the Plan or for the determination of the amount or frequency of any contributions required by the Plan or for interpreting, construing or enforcing the Plan or the Plan's compliance with ERISA, and such responsibility shall be borne solely by the Administrator. SECTION 2. EXCLUSIVE BENEFIT AND REVERSION OF SPONSOR CONTRIBUTIONS. Except as provided under applicable law, no part of the Trust may be used for, or diverted to, purposes other than the exclusive benefit of the participants in the Plan or their beneficiaries prior to the satisfaction of all liabilities with respect to the participants and their beneficiaries. SECTION 3. DISBURSEMENTS. (a) Directions from Administrator. The Trustee shall make disbursements (which shall not include the transfer of funds for investment) in the amounts and in the manner that the 2 4 Administrator or Subtransfer Agent (as hereinafter defined) directs from time to time. The Trustee shall have no responsibility to ascertain any direction's compliance with the terms of the Plan, any applicable law, the direction's effect for tax purposes or otherwise; nor shall the Trustee have any responsibility to see to the application of any disbursement. (b) Limitations. The Trustee shall not be required to make any disbursement in excess of the net realizable value of the assets of the Trust at the time of the disbursement. The Trustee shall not be required to make any disbursement in cash unless the Administrator or Subtransfer Agent has provided a direction as to the assets to be converted to cash for the purpose of making the disbursement. SECTION 4. INVESTMENT OF TRUST. (a) Selection of Investment Options. The Trustee shall have no responsibility for the selection of investment option under the Trust and shall not render investment advice to any person in connection with the selection of such options. (b) Available Investment Options. The Administrator shall direct the Trustee as to the investment options which shall be maintained or used for Plan participant investments. The Administrator may determine to offer investment options which may include, but shall not be limited to, (i) securities issued by any investment company registered under the Investment Company Act of 1940 ("Mutual Funds"), (ii) equity securities issued by the Sponsor or an affiliate which are publicly-traded and which are "qualifying employer securities" within the meaning of Section 407(d)(5) of ERISA ("Sponsor Stock"), (iii) notes evidencing loans to Plan participants in accordance with the terms of the Plan, and (iv) short term investment funds maintained by the Trustee for qualified plans. The Trustee shall be considered a fiduciary with investment discretion 3 5 only with respect to Plan assets that are invested in short term investment funds maintained by the Trustee for qualified plans and the Dell Computer Corporation Stock Fund. (c) Designation of Investment Options. Specific investment options shall be designated in writing from time to time by the Administrator giving sufficient notice thereof for the Trustee to implement any necessary operating procedures. All investment options offered must be able to be valued on a daily basis by the Trustee. (d) Participant Direction. Each Plan participant shall direct the subtransfer agent appointed by the Sponsor (the "Subtransfer Agent") in which investment option(s) to invest the assets in the participant's individual accounts. The Trustee shall invest the assets allocated to Plan participant accounts only when, if and in the manner, directed by the Subtransfer Agent and shall not be under any obligation to invest or otherwise manage any of such assets. It shall be the duty of the Trustee to act strictly in accordance with the Subtransfer Agent's directions and the Trustee shall be under no liability for any loss of any kind which may result by it taking or refraining from taking any action in accordance with any such direction. The Subtransfer Agent shall certify to the Trustee the identity of the person or persons authorized to give instructions or directions on its behalf. The Trustee may continue to rely on all certifications under this paragraph unless otherwise notified in writing by the Administrator or the Subtransfer Agent, as the case may be. In the event that the Trustee fails to receive directions with respect to any assets held in the Trust outside of its own collective funds, such assets shall be invested in the Short Term Investment Fund until the Trustee receives further direction. 4 6 (e) Mutual Funds. Trust investments in Mutual Funds shall be subject to the following limitations: (i) Execution of Purchases and Sales. Purchases, sales and exchanges of Mutual Funds shall be made on the date on which the Trustee receives from the Subtransfer Agent in good order all information and documentation necessary in time to effect such purchases, sales and exchanges, and in the case of a purchase, has or receives funds necessary to make such purchase. For this purpose, the Administrator may designate certain funds between which an exchange shall not be deemed a purchase. The Trustee shall not be obligated to make exchanges between other funds unless sufficient balances are available for the purchase of such Mutual Fund shares. (ii) Voting. At the time of mailing of notice of each annual or special stockholders' meeting of any Mutual Fund, unless the Administrator has appointed a different agent for this purpose, the Trustee shall send a copy of the notice and all proxy solicitation materials to each Plan participant who has shares of the Mutual Fund credited to the participant's accounts, together with a voting direction form for return to the Trustee or its designee. Sponsor will ensure that the appropriate documentation and proxy voting materials are provided for distribution to participants. Each participant, as a named fiduciary of the Plan, shall have the right to direct the Trustee as to the manner in which the Trustee is to vote the shares credited to the participant's accounts (both vested and unvested). The Trustee shall not vote shares for which it has received no directions from the participant. With respect to all rights other than the right to vote, the Trustee shall follow the directions of the participant and if no such directions are received, the directions of the Administrator. The Trustee shall have no duty to solicit direction from participants. (f) Sponsor Stock. Trust investments in Sponsor Stock shall be made via the Dell Computer Corporation Stock Fund which shall consist of shares of Sponsor Stock and short-term 5 7 liquid investments, including a commingled money market fund maintained by the Trustee, necessary to satisfy the Fund's cash needs for transfers and payments. The Dell Computer Corporation Stock Fund shall be valued on a daily unitized basis which valuation shall be provided by the Trustee to the Subtransfer Agent. (i) Acquisition Limit. Pursuant to the Plan, the Trust may be invested in Sponsor Stock to the extent necessary to comply with investment directions from the Administrator or under Section 4(d) of this Agreement. (ii) Fiduciary Duty of Administrator. The Trustee shall not be liable for any loss, or by reason of any breach, which arises from the directions of the Administrator with respect to the acquisition and holding of Sponsor Stock, unless it is clear on their face that the actions to be taken under such directions are contrary to the terms of this Agreement or applicable law. (iii) Execution of Purchases and Sales. (A) Purchases and sales of Sponsor Stock shall be made on the open market on the date which the Trustee receives from the Administrator or the Subtransfer Agent in good order all information and documentation necessary to accurately effect such purchases and sales and, in the case of purchases, receives a wire transfer of the funds necessary to make such purchases. Prior to engaging in any transaction in Sponsor Stock, the Trustee shall offset purchase and sale directions so that only the net number of shares shall be purchased or sold. Such general rules shall not apply in the following circumstances: (1) If the Trustee is unable to determine the number of shares required to be purchased or sold on such date; or 6 8 (2) If the Trustee determines that it is imprudent to purchase or sell the total number of shares required to be purchased or sold on such day as a result of market conditions; or (3) If the Trustee is prohibited by the Securities and Exchange Commission, the New York Stock Exchange, or any other regulatory body from purchasing or selling any or all of the shares required to be purchased or sold on such day. In the event of the occurrence of the circumstances described in (1) or (3) above, the Trustee shall purchase or sell such shares as soon as possible thereafter and shall determine the price of such purchases or sales according to normal operating procedures. In the event of the occurrence of the circumstances described in (2) above, the Trustee shall consult with the Administrator before taking any action. (B) Purchases and Sales from or to Sponsor. The Trustee may purchase or sell Sponsor Stock from or to the Sponsor if the purchase or sale is for adequate consideration (within the meaning of Section 3(18) of ERISA) and no commission is charged. If Plan participant or Sponsor contributions under the Plan are to be invested in Sponsor Stock, the Sponsor may transfer Sponsor Stock in lieu of cash to the Trust. In this case the number of shares transferred shall be determined by dividing the amount of the contribution by the closing price of the Sponsor Stock on the composite tape on the trading day immediately preceding the date as of which the contribution is made. Purchases and sales to or from third parties may also be made subject to similar arrangements, such arrangements as approved in writing by the Sponsor. (C) Use of an Affiliated Broker. The Administrator hereby authorizes the Trustee to use Chase Securities, Inc. ("CSI") to provide brokerage services in connection with 7 9 any purchase or sale of Sponsor Stock in accordance with directions from Plan participants or the Administrator. The provision of brokerage services shall be subject to the following: (i) The quality of execution of trades shall not be adversely affected by the use of CSI. (ii) As consideration for such brokerage services, the Administrator agrees that CSI shall be entitled to remuneration under this authorization provision pursuant to a written agreement between the Administrator and CSI. (iii) Following the procedures set forth in Department of Labor Prohibited Transaction Class Exemption 86-128, the Trustee will provide the Administrator with the following documents: (1) a description of CSI's brokerage placement practices; (2) a copy of PTCE 86-128, and (3) a form by which the Administrator may terminate this authorization to use a broker affiliated with the Trustee. The Trustee will provide the Administrator with this termination form annually, as well as an annual report which summarizes all securities transaction-related charges incurred by the Plan, and the Plan's annualized turnover rate. (iv) Any successor organization of CSI, through reorganization, consolidation, merger or similar transactions, shall, upon consummation of such transaction and written notice to the Administrator, become the successor broker in accordance with the terms of this authorization provision. (v) The Trustee and CSI shall continue to rely on this authorization provision until notified to the contrary. The Administrator reserves the right to terminate this authorization at any time upon written notice to CSI (or its successor) and the Trustee, in accordance with Section 11 of this Agreement. 8 10 (iv) Securities Law Reports. The Sponsor shall be responsible for filing all reports required under Federal or state securities laws with respect to the Trust's ownership of Sponsor Stock, including, without limitation, any reports required under Section 13 or 16 of the Securities Exchange Act of 1934, and shall immediately notify the Trustee in writing of any requirement to stop purchases or sales of Sponsor Stock pending the filing of any report. The Trustee shall provide to the Sponsor such information on the Trust's ownership of Sponsor Stock as the Sponsor may reasonably request in order to comply with Federal or state securities laws. (v) Voting and Tender Offers. Notwithstanding any other provision of this Agreement the provisions of this Section shall govern the voting and tendering of Sponsor Stock. The Sponsor, after consultation with the Trustee, shall pay for all printing, mailing and other out-of-pocket costs associated with the voting and tendering of Sponsor Stock. (A) Voting. (1) When the issuer of the Sponsor Stock files definitive proxy solicitation materials with the Securities and Exchange Commission, the Sponsor shall cause a copy of all materials to be simultaneously sent to the Trustee. Based on these materials the Trustee shall prepare a voting instruction form or approve a form prepared by the Sponsor. At the time of mailing of notice of each annual or special stockholders' meeting of the issuer of the Sponsor Stock, the Trustee shall cause a copy of the notice and all proxy solicitation materials to be sent to each Plan participant with an interest in Sponsor Stock held in the Trust, together with the foregoing voting instruction form to be returned to the Trustee or its designee. The Trustee shall provide the Administrator with a copy of any materials provided to the participants and shall certify to the Administrator that the materials have been mailed or otherwise sent to participants. 9 11 (2) Each participant with an interest in the Dell Computer Corporation Stock Fund shall have the right, acting in the capacity of a named fiduciary within the meaning of Section 402 of ERISA, to direct the Trustee as to the manner in which the Trustee is to vote (including not to vote) that number of shares of Sponsor Stock reflecting such participant's proportional interest in the Dell Computer Corporation Stock Fund (both vested and unvested). Directions from a participant to the Trustee concerning the voting of Sponsor Stock shall be held in confidence by the Trustee and shall not be divulged to the Sponsor, or any officer or employee thereof, or any other person. Upon its receipt of the directions, the Trustee shall vote the shares of Sponsor Stock reflecting the participant's proportional interest in the Dell Computer Corporation Stock Fund as directed by the participant. Subject to applicable law, the Trustee shall vote shares of Sponsor Stock reflecting a participant's proportional interest in the Dell Computer Corporation Stock Fund for which it has received no directions from the participant proportionally in accordance with the votes of shares for which it has received instructions. (B) Tender Offers (1) Upon commencement of a tender offer for any securities held in the Trust that are Sponsor Stock, the Trustee shall notify, or request the Subtransfer Agent to notify, each Plan participant with an interest in such Sponsor Stock of the tender offer and utilize reasonable efforts to timely distribute or cause to be distributed to the participants the same information that is distributed to shareholders of the issuer of Sponsor Stock in connection with the tender offer. After consulting with the Trustee and the Subtransfer Agent, the Sponsor shall provide and pay for a means by which the participant may direct the Trustee (including directions via the Subtransfer Agent) whether or not to tender the Sponsor Stock reflecting such participant's proportional interest in the Dell Computer Corporation Stock Fund (both vested and 10 12 unvested). The Trustee shall provide the Sponsor with a copy of any material provided to the participants and shall certify to the Sponsor that the materials have been mailed or otherwise sent to participants. (2) Each participant with an interest in the Dell Computer Corporation Stock Fund shall have the right, acting in the capacity of a named fiduciary within the meaning of Section 402 of ERISA, to direct the Trustee (directly or through the Subtransfer Agent) to tender or not to tender some or all of the shares of Sponsor Stock reflecting such participant's proportional interest in the Dell Computer Corporation Stock Fund (both vested and unvested). Directions from a participant (or from the Subtransfer Agent) to the Trustee concerning the tender of Sponsor Stock shall be communicated in writing, by facsimile transmission or such similar means as is agreed upon by the Trustee, the Subtransfer Agent and the Sponsor under the preceding paragraph. These directions shall be held in confidence by the Trustee and shall not be divulged to the Sponsor, or any officer or employee thereof, or any other person except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such persons in the ordinary course of the performance of the Trustee's services hereunder. The Trustee shall tender or not tender shares of Sponsor Stock as directed by the participant (or the Subtransfer Agent if directions are provided to it by the participants). Subject to applicable law, the Trustee shall not tender shares of Sponsor Stock reflecting a participant's proportional interest in the Dell Computer Corporation Stock Fund for which it has received no directions from the participant or the Subtransfer Agent. (3) A participant who has directed the Trustee or the Subtransfer Agent to tender some or all of the shares of Sponsor Stock reflecting the participant's proportional interest in the Dell Computer Corporation Stock Fund may, at any time prior to the 11 13 tender offer withdrawal date, direct the Trustee or the Subtransfer Agent to withdraw some or all of the tendered shares reflecting the participant's proportional interest and the Trustee upon receipt of such directions from the participant or the Subtransfer Agent, as the case may be, shall withdraw the directed number of shares from the tender offer prior to the tender offer withdrawal deadline. A participant shall not be limited as to the number of directions to tender or withdraw that the participant may give to the Trustee or the Subtransfer Agent, as the case may be. (4) Pending receipt of directions from the Subtransfer Agent or the Administrator, as provided in the Plan, as to which of the remaining investment options the proceeds should be invested in, the Trustee shall invest the proceeds in the Plan's Short Term Investment Fund or as may otherwise be directed by the Administrator. (vi) Shares Credited. For all purposes of this Section, the number of shares of Sponsor Stock deemed "credited" or "reflected" to a participant's proportional interest shall be determined as of the last preceding valuation date. (vii) General. With respect to all rights other than the right to vote, the right to tender, and the right to withdraw shares previously tendered, in the case of Sponsor Stock credited to a participant's proportional interest in the Dell Computer Corporation Stock Fund, the Trustee shall follow the directions of the Subtransfer Agent and if no such directions are received, the directions of the Administrator. The Trustee shall have no duty to solicit directions from any party. (viii) Conversion. All provisions in this Section 4(f) shall also apply to any securities received as a result of a conversion of Sponsor Stock. (g) Notes. Unless other arrangements are made, the Administrator shall act as the Trustee's agent for the purpose of holding all trust investments in participant loan notes ("Notes") 12 14 and related documentation and as such shall (i) hold physical custody of and keep safe the Notes and other loan documents, (ii) collect and remit all principal and interest payments to the Trustee, (iii) keep the proceeds of such loans separate from the other assets of the Administrator and clearly identify such assets as Plan assets, (iv) advise the Trustee of the date, amount and payee of the checks to be drawn representing loans, and (v) cancel the Notes and other loan documentation when a loan has been paid in full. Notwithstanding anything contained in this Agreement to the contrary, the Trustee shall retain the original negotiated checks through which the Trustee pays the loan amounts to the participants, and shall have no right, authority or duty to determine the amount of or enforce in its discretion any payment of principal or interest or the amount or application of any security under any Note, to allocate to any Note or Notes any payments received by the Administrator or any disbursements or transfers made therefrom, or to maintain any security under the Notes, and the Administrator shall be solely responsible for the terms and enforcement of any Notes or security interests thereunder, for the maintenance of appropriate records reflecting the individual interests of Plan participants in any Notes or payments or security relating thereto and for compliance with the requirements of the Internal Revenue Code of 1986, as amended (the "Code") and any applicable truth in lending or other consumer protection laws relating to loans under the Plan. The Administrator shall report to the Trustee in writing periodically as reasonably required by the Trustee as to the Notes in the Sponsor's possession and/or their disposition. The Trustee and its independent auditors shall be granted reasonable access to the records of the Administrator for audit purposes in determining compliance with this provision. (h) Reliance of Trustee on Directions. (i) The Trustee shall not be liable for any loss, or by reason of any breach, which arises from any Subtransfer Agent's direction or lack of 13 15 direction or participant's exercise or non-exercise of rights under this Section 4 over the assets in the participant's accounts. (ii) The Trustee shall not be liable for any loss or by reason of any breach, which arises from the Administrator's exercise or non-exercise of rights under this Section 4 unless it is clear on their face that the actions to be taken under the Administrator's directions were contrary to the terms of this Agreement or applicable law. (i) Trustee Powers. The Trustee shall have the following powers and authority: (i) Subject to paragraphs (b), (c), (d), (e), (f) and (g) of this Section 4, to sell, exchange, convey, transfer, or otherwise dispose of any property held in the Trust, by private contract or at public auction. No person dealing on behalf of the Sponsor with the Trustee shall be bound to see to the application of the purchase money or other property delivered to the Trustee or to inquire into the validity, expediency, or propriety of any such sale or other disposition. (ii) Subject to paragraphs (b) and (c) of this Section 4, to invest in the investment media described in Section 4 and short term investments (including interest bearing accounts with the Trustee or money market mutual funds managed by affiliates of the Trustee) and in short term collective investment funds maintained by the Trustee for qualified plans, in which case the provisions of each short term collective investment fund in which the Trust is invested shall be deemed adopted by the Sponsor and the provisions thereof incorporated as a part of this Trust as long as the fund remains exempt from taxation under Sections 401(a) and 501(a) of the Code. (iii) To cause any securities or other property held as part of the Trust to be registered in the Trustee's own name, in the name of one or more of its nominees, or in the 14 16 Trustee's account with the Depository Trust Company of New York and to hold any investments in bearer form, but the books and records of the Trustee shall at all times show that all such investments are part of the Trust. (iv) To make, execute, acknowledge, and deliver any and all documents of transfer or conveyance and to carry out the powers herein granted. (v) To settle, compromise, or submit to arbitration any claims, debts, or damages due to or arising from the Trust; to commence or defend suits or legal or administrative proceedings; to represent the Trust in all suits and legal and administrative hearings; and to pay all reasonable expenses arising from any such action, from the Trust if not paid by the Sponsor. (vi) To employ, subject to the approval of the Sponsor, which shall not be unreasonably withheld, legal, accounting, clerical, and other assistance as may be required in carrying out the provisions of this Agreement and to pay their reasonable expenses and compensation from the Trust if not paid by the Sponsor. (vii) To do, subject to the consent of the Sponsor, which shall not be unreasonably withheld, all other acts although not specifically mentioned herein, as the Trustee may deem necessary to carry out any of the foregoing powers and the purposes of the Trust. SECTION 5. ACCOUNTS OF THE TRUSTEE. The Trustee shall render from time to time accounts of its transactions to the Administrator and the Administrator may approve such accounts by an instrument in writing delivered to the Trustee. In the absence of the filing in writing with the Trustee by the Administrator or of exceptions or objections to any such account within sixty (60) days of the filing of Form 5500 for the Plan for the period covered by the account, the Administrator shall be deemed to have approved such account; and in such case or upon the written approval of the 15 17 Administrator of any such account, the Trustee shall, to the maximum extent permitted by ERISA, be released, relieved and discharged with respect to all matters and things set forth in such accounts as though such account had been settled by the decree of a court of competent jurisdiction in an action or proceeding in which the Administrator, all other persons having fiduciary responsibility with respect to the trust, and all persons having any beneficial interest in the Trust Fund were parties. Except as provided by applicable law, no persons other than the Sponsor or the Administrator may require an accounting or bring any action against the Trustee with respect to the trust or its actions as Trustee. Nothing contained in this Agreement or in the Plan shall deprive the Trustee of the right to have a judicial settlement of its accounts. In any proceeding for a judicial settlement of the Trustee's accounts, or for instructions in connection with the trust, the only necessary parties thereto in addition to the Trustee shall be the Sponsor and the Administrator. If the Trustee so elects, it may bring in as a party or parties defendant any other person or persons. SECTION 6. COMPENSATION AND EXPENSES. Within thirty (30) days of receipt of the Trustee's bill, which shall be computed and billed in accordance with Schedule "A" attached hereto and made a part hereof, as amended from time to time, the Sponsor shall send to the Trustee a payment in such amount. All brokerage commissions incurred by the Trustee relating directly to the acquisition and disposition of investments constituting part of the Trust, and all taxes of any kind whatsoever that may be levied or assessed under existing or future laws upon or in respect of the Trust or the income thereof, shall be a charge against and paid from the appropriate Plan participants' accounts. 16 18 SECTION 7. DIRECTIONS AND INDEMNIFICATION. (a) Directions. The Trustee shall be fully protected in relying upon a certification of any person authorized to act on behalf of the Administrator with respect to any instruction, direction or approval of the Administrator, and protected also in relying upon a certification of the Sponsor as to the persons authorized to act on behalf of the Administrator, and in continuing to rely upon such certification until a subsequent certification is filed with the Trustee. The Trustee shall be further protected in relying upon a certification from the Subtransfer Agent appointed by the Sponsor as to the person or persons authorized to give instructions or directions on behalf of such Subtransfer Agent and may continue to rely upon such certification until a subsequent certification is filed with the Trustee. Unless otherwise provided herein, any directions to be given to the Trustee under this Agreement by the Administrator or Subtransfer Agent shall be given in writing or by electronic means mutually satisfactory to the Trustee and the person giving the direction. The Trustee shall be fully protected in acting upon any instrument, certificate, or paper believed by it to be genuine and to be signed or presented by the proper person or persons, and the Trustee shall be under no duty to make any investigation or inquiry as to any statement contained in any such writing but may accept the same as conclusive evidence of the truth and accuracy of the statements therein contained. The Trustee shall not be liable for the proper application of any part of the Trust Fund if payments are made in accordance with the directions of the Administrator or Subtransfer Agent as herein provided, nor shall the Trustee be responsible for the adequacy of the Trust Fund to meet and discharge any and all payments and liabilities under the Plan. All persons dealing with the 17 19 Trustee are released from inquiry into the decision or authority of the Trustee and from seeing to the application of any moneys, securities or other property paid or delivered to the Trustee. (b) Indemnification. The Sponsor shall indemnify the Trustee against, and hold the Trustee harmless from, any and all loss, damage, penalty, liability, cost, and expense, including without limitation, reasonable attorneys' fees and disbursements, that may be incurred by, imposed upon, or asserted against the Trustee by reason of any third party claim, regulatory proceeding, or litigation arising from any act done or omitted to be done by any individual or person with respect to the Manor Trust, including without limitation the selection of GICs and similar investments by the Sponsor, excepting only any and all loss, etc., to the extent that it arises from the Trustee's failure to perform in accordance with the Trust Agreement, except to the extent that the Trustee reasonably concludes that non-performance is justified under ERISA. The Trustee shall indemnify the Sponsor against, and hold the Sponsor harmless from, any and all loss, damage, penalty, liability, cost and expense, including without limitation, reasonable attorneys' fees and disbursements that may be incurred by, imposed upon or asserted against the Sponsor or Administrator by reason of any third party claim, regulatory proceeding or litigation to the extent that it arises from the Trustee's failure to perform in accordance with the Trust Agreement, except to the extent that the Trustee reasonably concludes that non-performance is justified under ERISA. (c) Survival. The provisions of this Section 7 shall survive the termination of this Agreement. SECTION 8. RESIGNATION OR REMOVAL OF TRUSTEE. (a) Resignation. The Trustee may resign at any time upon sixty (60) days' notice in writing to the Sponsor, unless a shorter period of notice is agreed upon by the Sponsor. 18 20 (b) Removal. The Sponsor may remove the Trustee at any time upon sixty (60) days' notice in writing to the Trustee, unless a shorter period of notice is agreed upon by the Trustee. SECTION 9. SUCCESSOR TRUSTEE. (a) Appointment. If the office of Trustee becomes vacant for any reason, the Sponsor may in writing appoint a successor trustee under this Agreement. The successor trustee shall have all of the rights, powers, privileges, obligations, duties, liabilities, and immunities granted to the Trustee under this Agreement. The successor trustee and predecessor trustee shall not be liable for the acts or omissions of the other with respect to the Trust. (b) Acceptance. When the successor trustee accepts its appointment under this Agreement, title to and possession of the Trustee assets shall immediately vest in the successor trustee without any further action on the part of the predecessor trustee. The predecessor trustee shall execute all instruments and do all acts that reasonably may be necessary or reasonably may be requested in writing by the Sponsor or the successor trustee to vest title to all Trust assets in the successor trustee or to deliver all Trust assets to the successor trustee. (c) Corporate Action. Any successor of the Trustee or successor trustee, through sale or transfer of the business or trust department of the Trustee or successor trustee, or through reorganization, consolidation, or merger, or any similar transaction, shall, upon consummation of the transaction, become the successor trustee under this Agreement. SECTION 10. TERMINATION. This Agreement may be terminated at any time by the Sponsor upon sixty (60) days' notice in writing to the Trustee. On the date of the termination of this Agreement, the Trustee shall forthwith transfer and deliver to such individual or entity as the Sponsor shall designate, all cash and assets then constituting the Trust. If, by the termination date, the Sponsor has not 19 21 notified the Trustee in writing as to whom the assets and cash are to be transferred and delivered, the Trustee may bring an appropriate action or proceeding for leave to deposit the assets and cash in a court of competent jurisdiction. The Trustee shall be reimbursed by the Sponsor for all costs and expenses of the action or proceeding including, without limitation, reasonable attorneys' fees and disbursements. SECTION 11. RESIGNATION, REMOVAL AND TERMINATION NOTICES. All notices of resignation, removal, or termination under this Agreement must be in writing and mailed to the party to which the notice is being given by certified or registered mail, return receipt requested, to the Sponsor c/o Secretary of the Administration Committee, 2214 W. Braker Lane, Suite D, Austin, TX 78758, and to the Trustee c/o Otis Sinnott, Relationship Manager, The Chase Manhattan Bank, N.A., Global Securities Services, 770 Broadway 10th Fl., New York, NY 10003, or to such other addresses as the parties have notified each other of in the foregoing manner. SECTION 12. SINGLE FUND. The assets of the Trust shall be held, administered, invested and managed in all respects as a single trust even though portions of such assets may be attributable to different employers and the employees of each, or to separate plans maintained by the same employer or different employers. The Subtransfer Agent shall be responsible to maintain and determine the appropriate share of the Trust fund held in respect of any such group of employees in the event that such maintenance or determination shall be required by the Plan, this Agreement or the operation of law. The determination by the Sponsor of the shares of the Trust fund held in respect of any such employee group or plan shall be final and conclusive upon all persons. 20 22 SECTION 13. TRANSFER OF ASSETS. Upon written direction of the Administrator the Trustee shall (i) transfer and deliver such part of the assets or the Trust fund as may be specified in such direction to any trustee or insurance carrier maintaining any other investment medium of the Plan or to any trustee or insurance carrier maintaining any investment medium of a plan, other than the Plan, which qualifies under Section 401(a) of the Code into which plan the Plan (or any portion thereof) shall be merged or consolidated, or (ii) accept the transfer to the Trust fund of assets acceptable to it from any trustee or insurance carrier maintaining any other investment medium of the Plan or from any trustee or insurance carrier maintaining any investment medium of a plan, other than the Plan which qualifies under Section 401(a) of the Code and which (or any portion of which) shall be merged or consolidated with the Plan. Any such transfer shall be subject to the provisions of Section 12 hereof and the Trustee shall have no liability or responsibility (i) to determine whether such transfer shall be in conformity with the provisions of any plan or of ERISA, or (ii) with regard to the effect of such transfer upon any shares of the Trust fund held in respect of participants or beneficiaries in the Plan whose interests (or any portion thereof) in the Trust fund are being so transferred to other funding media, or in respect of participants or beneficiaries in the Plan whose shares in the Trust fund are not directly subject to any such transfer. Any such direction by the Administrator shall constitute a certification that the transfer so directed is one which the Administrator is authorized to direct and which is in conformity with the provisions of the Plan or any other plan, this Agreement and ERISA. The provisions of Section 10 relating to administrative determinations shall be applicable with respect to any payments or transfers under this Section 13. 21 23 SECTION 14. ADOPTION OF TRUST BY SEPARATE PLAN. A Separate Plan may be funded in whole or in part through this trust and become a participating Separate Plan hereunder only if all of the following conditions have been met: (a) The Sponsor, subsidiary or an affiliate has established the Separate Plan; (b) The Separate Plan is intended to meet the requirements for qualification under Section 401(a) of the Code; (c) This trust is exempt from taxation under Section 401(a) of the Code; (d) This trust (as then in effect and as the same may be amended from time to time) has been duly adopted as the trust for purposes of funding such Separate Plan; (e) This trust is maintained at all times as a domestic trust in the United States; (f) The Sponsor or the Administrator is duly authorized to exercise on behalf of such Separate Plan all of the authority vested in it by the terms of this trust; (g) This Agreement is constituted as a part of the Separate Plan to the extent of the beneficial interest of each such Separate Plan in the Trust Fund; and (h) Each Separate Plan is prohibited from making any assignment, either in whole or part, of its beneficial interest in the Trust Fund. When the trust is adopted as a trust under the Separate Plan of any subsidiary or affiliate of the Sponsor, such subsidiary or affiliate shall be bound by the decisions, instructions, actions and directions of the Sponsor or the Administrator under this Agreement and the Trustee shall be fully protected by the Sponsor and such subsidiary or affiliate in relying upon such decisions, instructions, actions and directions of the Sponsor or the Administrator. The Trustee shall not be required to give notice to or obtain the consent of any such subsidiary or affiliate with respect to 22 24 any action which is taken by the Trustee pursuant to this Agreement, and the Sponsor shall have the sole authority to enforce this Agreement on behalf of any such subsidiary or affiliate. Any Separate Plan may at any time segregate from further participation in the trust under this Trust Agreement. The Sponsor establishing such Separate Plan shall file with the Trustee a document evidencing its segregation from the Trust Fund and its continuance as a trust in accordance with the provisions of this Trust Agreement as though such Sponsor were the sole creator thereof. In such event, the Trustee shall deliver to itself, as Trustee of such trust, the beneficial interest of such Separate Plan as determined under the provisions of Section 12 hereof. Such Sponsor may thereafter exercise in respect of this Trust Agreement all the rights and powers reserved to the Administrator under the provisions of this Trust Agreement. In lieu of the establishment of a separate trust with respect to the participants and beneficiaries under a segregating Separate Plan in accordance with the foregoing provisions of this Article, such beneficial interest may be segregated as provided above and transferred directly to the trustee or insurance company maintaining the funding medium of a plan other than the Separate Plan in accordance with the provisions of Section 13 hereof. SECTION 15. AGREEMENT INCORPORATED IN SEPARATE PLANS. This Agreement constitutes a part of each Separate Plan and of any separate trust created in connection therewith and is part thereof to the extent of the beneficial interest of each Separate Plan or separate trust in the Trust Fund. Trust assets will be accepted or retained for investment hereunder only from or on account of Separate Plans or separate trusts which are qualified as tax free employee benefit trusts under the provisions of the Internal Revenue Code as in effect from time to time. Any separate trust shall be prohibited from making any assignment, either in whole or in part, of its beneficial interest in the Trust Fund. 23 25 SECTION 16. DURATION. This Trust shall continue in effect without limit as to time, subject, however, to the provisions of this Agreement relating to amendment, modification, and termination thereof. SECTION 17. AMENDMENT OR MODIFICATION. (a) Entire Agreement. This Agreement contains all of the terms agreed upon between the parties with respect to the subject matter hereof. (b) Waiver. No wavier by either party of any failure or refusal to comply with an obligation hereunder shall be deemed a waiver of any other or subsequent failure or refusal to so comply. (c) Successors and Assigns. The stipulations in this Agreement shall inure to the benefit of, and shall bind, the successors and assigns of the respective parties. (d) Partial Invalidity. If any term or provision of this Agreement or the application thereof to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. (e) Section Headings. The headings of the various sections and subsections of this Agreement have been inserted only for the purposes of convenience and are not part of this Agreement and shall not be deemed in any manner to modify, explain, expand or restrict any of the provisions of this Agreement. 24 26 SECTION 18. GOVERNING LAW. (a) New York Law Controls. This Agreement and the trust created hereby shall be construed, regulated and administered under the laws of the United States or State of New York, as applicable, and, except where otherwise specifically required by the provisions of ERISA, the Trustee shall be liable to account only in the courts of the New York. All contributions to the Trustee shall be deemed to take place in the State New York. (b) Trust Agreement Controls. The Trustee is not a party to the Plan, and in the event of any conflict between the provisions of the Plan and the provisions of this Agreement, the provisions of this Agreement shall control. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers as of the day and year first above written. DELL COMPUTER CORPORATION By: /s/ JULIE A. SACKET -------------------------------------- Attest: /s/ LISA CUMMINGS ------------------------------- THE CHASE MANHATTAN BANK, N.A. By: OTIS A. SINNETT, JR. -------------------------------------- Vice President Attest: /s/ MARTHA A. COLE ------------------------------- Vice President 25 27 FEE AGREEMENT Dell Computer Corp. Unless otherwise specified, the following rates are annualized and will be billed on a calendar quarter basis: Account Charge o $1,500 per account o $1,500 per Loan account o $5,000 for Company Stock account o Account charged waived where Chase Manhattan Bank investment vehicle is the investment option Transaction Charge o $12.00 per Buy/Sell transaction, excluding STIF transactions Administrative Charge o 1/2 basis point on total market value Benefit Payments o $5 per lump sum on total market value Short Term Investment Management Fee o .37% (.12% after rebate) on amounts invested in our Short Term Investment Fund per year, charged directly monthly Dell Computer Corp. The Chase Manhattan Bank, N.A. By: Julie A. Sackett By: Otis A. Sinnett, Jr. ----------------------------------- ------------------------------------- Title: Vice President Title: Vice President ------------------------------ ------------------------------------- 26 EX-99.4 8 d90771ex99-4.txt EX-99.4 AMENDMENT NO 1 TO MASTER TRUST AGREEMENT 1 EXHIBIT 99.4 AMENDMENT NO. 1 TO THE DELL COMPUTER CORPORATION MASTER TRUST AGREEMENT 2 AMENDMENT NO. 1 TO THE DELL COMPUTER CORPORATION MASTER TRUST THIS AGREEMENT is made as of this 26th day of December, 2000 by and between DELL COMPUTER CORPORATION, a Texas corporation, (the "Company"), and THE CHASE MANHATTAN BANK, N.A. (the "Trustee"); WHEREAS, the Company and the Trustee previously executed THE DELL COMPUTER CORPORATION MASTER TRUST (the "Trust") effective April 1, 1996; and WHEREAS, the Company and the Trustee desire to amend the Trust pursuant to the authority reserved in Section 17; NOW, THEREFORE, Section 4(b) of the of the Trust is hereby amended as follows, but all other sections of the Trust shall remain in full force and effect. 1. Section 4(b) is hereby amended, as underlined, to be and read as follows: "(b) Available Investment Options. The Administrator shall direct the Trustee as to the investment options which shall be maintained or used for Plan participant investments. The Administrator may determine to offer investment options which may include, but shall not be limited to, (i) securities issued by any investment company registered under the Investment Company Act of 1940 ("Mutual Funds"), (ii) equity securities issued by the Sponsor or an affiliate which are publicly-traded and which are "qualifying employer securities" within the meaning of Section 407(d)(5) of ERISA ("Sponsor Stock"), (iii) notes evidencing loans to Plan participants in accordance with the terms of the Plan, (iv) Directed Funds, as defined in Section 20 below, and (v) short term investment funds maintained by the Trustee for qualified plans. The Trustee shall be considered a fiduciary with investment discretion only with respect to Pla. n assets that are invested in short term investment funds maintained by the Trustee for qualified plans and the Dell Computer Corporation Stock Fund." 2. The Trust is hereby amended by adding new Section 20 to the end thereof, to be and read as follows: "SECTION 20. DIRECTED FUNDS. (a) General. The Trustee may, pursuant to the direction of the Company, establish one or more segregated Investment Funds, each of which shall consist of a part of the assets of the Trust for which the Company has assigned to an Investment Manager pursuant to an investment management agreement . For purposes of this provision, the -1- 3 term "Investment Manager" shall mean a bank, insurance company or investment adviser satisfying the requirements of Section 3(38)of ERISA. The investment management agreement shall provide terms and conditions of appointment, authority and retention of the Investment Manager. The Company shall promptly notify the Trustee in writing of the appointment or removal of an Investment Manager. Any notice of appointment pursuant to this Section shall constitute a representation and warranty that the Investment Manager has been appointed in accordance with the provisions of the Plan. (b) Responsibility for Directed Funds. All transactions of any kind or nature in or from a Directed Fund shall be made upon such terms and conditions and from or through such brokers, dealers and other principals and agents as the Investment Manager shall direct. Unless specifically agreed to by the Trustee, no such transactions shall be executed through the facilities of the Trustee except where the Trustee shall make available its facilities solely for the purpose of temporary investment of cash reserves of a Directed Fund. (However, nothing in the preceding sentence shall confer any authority upon the Trustee to invest the cash balances of any Directed Fund unless and until it receives directions from the Investment Manager.) (c) Investment Vehicles. Any Investment Vehicle, or interest therein, acquired by or transferred to the Trustee upon the directions of the Investment Manager shall be allocated to a designated Directed Fund, and the Trustee's duties and responsibilities under this Agreement shall not be increased or otherwise affected thereby. The Trustee shall be responsible solely for the safekeeping of the physical evidence, if any, and reporting of the Trust's ownership of or interest or participation in such Investment Vehicle. (d) Duty of Care. In exercising any of the powers delegated under this Section, an Investment Manager shall discharge its duties hereunder with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of like character and with like aims, consistent with the requirements of ERISA. (e) Powers of Investment Managers. Without in any way limiting the powers and discretion conferred upon any Investment Manager by the other provisions of this Agreement or by law, each Investment Manager shall be vested with the following powers and discretion with respect to the assets of the Fund subject to its management and control, and, upon the directions of the Investment Manager of a Directed Fund, the Trustee shall make, execute, acknowledge and deliver any and all documents of transfer and conveyance and any and all other instruments that may be necessary or appropriate to enable such Investment Manager to carry out such powers and discretion: -2- 4 (1) to sell, exchange, convey, transfer or otherwise dispose of any property by private contract or at public auction (subject to the provisions of the Plan and this Agreement with respect to shares of Company Stock), and no person dealing with the Investment Manager shall be bound to see to the application of the purchase money or to inquire into the validity, expediency or propriety of any such sale or other disposition; (2) to enter into contracts or to make commitments either alone or in company with others to sell or acquire property; (3) to purchase or sell, write or issue, puts, calls or other options, covered or uncovered, to enter into financial futures contracts, forward placement contracts and standby contracts, and in connection therewith, to deposit, hold (or direct the Trustee, to deposit or hold)or pledge assets of a Directed Fund); (4) to purchase part interests in real property or in mortgages on real property, wherever such real property may be situated; (5) to lease to others for any term without regard to the duration of the Trust any real property or part interest in real property; to delegate to a manager or the holder or holders of a majority interest in any real property or mortgage on real property or in any oil, mineral or gas properties, the management and operation of any part interest in such property or properties (including the authority to sell such part interests or otherwise carry out the decisions of such manager or the holder or holders of such majority interest); (6) to vote upon any stocks, bonds or other securities (but subject to the suspension of any voting rights as a result of any broker loan or similar agreement and subject, further, to the provisions of the Plan and this Agreement with respect to shares of Sponsor Stock); to give general or special proxies or powers of attorney with or without power of substitution; to exercise any conversion privileges, subscription rights or other options and to make any payments incidental thereto; to consent to or otherwise participate in corporate reorganizations or other changes affecting corporate securities and to delegate discretionary powers and to pay any assessments or charges in connection therewith.; and generally to exercise any of the powers of an owner with respect to stocks, bonds, securities or other property; (7) to direct the Trustee to organize corporations under the laws of any state for the purpose of acquiring or holding title to property or to appoint an ancillary trustee acceptable to the Trustee for such purpose; -3- 5 (8) to invest in a fund consisting of securities issued by corporations and selected and retained solely because of their inclusion in, and in accordance with, one or more commonly used indices of such securities, with the objective of providing investment results for the fund which approximate the overall performance of such designated index; (9) to enter into any partnership, as a general or limited partner, or joint venture; (10) to purchase units or certificates issued by an investment company or pooled trust or comparable entity; (11) to transfer money or other property to an insurance company issuing an insurance contract or to a financial institution pursuant to an investment agreement; (12) to transfer assets of Directed Fund to a common, collective or commingled trust fund exempt from tax under the Code maintained by the Investment Manager or an affiliate of the Investment Manager or by another trustee, to be held and invested subject to all of the terms and conditions thereof, and such trust shall be deemed adopted as part of the Trust and the Plan to the extent that assets of the Trust are invested therein; (13) to be reimbursed for the expenses incurred in exercising any of the foregoing powers or to pay the reasonable expenses incurred by any agent, manager or trustee appointed pursuant hereto to the extent permitted by the Plan; (14) to require the Trustee to borrow money on behalf of the Directed Fund, and to require the Trustee to pledge any asset of the Directed Fund as security therefore, for any purpose which the Investment Manager deems necessary to the normal administration of the Directed Fund; and (15) to arrange for custody of assets of the Directed Fund with custodians of its choice. (f) Limitations on Trustee Responsibility. (1) Trustee Not Responsible for Investments in Directed Funds. The Trustee shall be under no duty or obligation to review or to question any direction of any Investment Manager, or to review securities or any other property held in any Directed Fund with respect to prudence or proper diversification or compliance with any limitation on the Investment Manager's authority under this Agreement or the Plan, any agreement entered into between the Company and the -4- 6 Investment Manager or imposed by applicable law, or to make any suggestions or recommendation to the Company, the Committee or the Investment Manager with respect to the retention or investment of any assets of any Directed Fund, and shall have no authority to take any action or to refrain from taking any action with respect to any asset of a Directed Fund unless and until it is directed to do so by the Investment Manager. The Company shall limit, restrict or impose guidelines affecting the exercise of the discretion conferred on any Investment Manager. The limitations, restrictions or guidelines applicable to the Trustee, as Investment Manager, shall be communicated in writing to the Trustee. The Trustee shall have no responsibility with respect to the formulation of any funding policy or any investment or diversification policies embodied therein. The Company or the Committee shall be responsible for communicating, and monitoring adherence to, any limitations or guidelines imposed on any other Investment Manager by the guidelines described above. (2) Responsibility for Directed Funds. All transactions of any kind or nature in or from a Directed Fund shall be made upon such terms and conditions and from or through such brokers, dealers and other principals and agents as the Investment Manager shall direct. Unless specifically agreed to by the Trustee, no such transactions shall be executed through the facilities of the Trustee except where the Trustee shall make available its facilities solely for the purpose of temporary investment of cash reserves of a Directed Fund. (However, nothing in the preceding sentence shall confer any authority upon the Trustee to invest the cash balances of any Directed Fund unless and until it receives directions from the Investment Manager.) (3) Reliance on Investment Manager. The Trustee shall be required under this Agreement to execute documents, to settle transactions, to take action on behalf of or in the name of the Trust and to make and receive payments on the direction of the Investment Manager. The Trustee may rely on the direction of the Investment Manager (i) that the transaction is in accord with applicable law, (ii) that any contract; agency, joinder, adoption, participation or partnership agreement, deed, assignment or other document of any kind which the Trustee is requested or required to execute to effectuate the transaction has been reviewed by the Investment Manager and, to the extent it deems advisable and prudent, its counsel, (iii) that such instrument or document is in proper form for execution by the Trustee, (iv) that, where appropriate, insurance protecting the Trust against loss or liability has been or will be maintained in the name of or for the benefit of the Trustee, and (v) that all other acts to perfect and protect the Trust's rights have been taken, and the Trustee shall have no duty to make any independent inquiry or investigation as to any of the foregoing before acting upon such direction. In -5- 7 addition, the Trustee shall not be liable for the default of any Person with respect to any Investment Vehicle or any investment in a Directed Fund or for the form, genuineness, validity, sufficiency or effect of any document executed by, delivered to or held by it for any Directed Fund on account of such investment, or if, for any reason (other than the negligence or willful misconduct of the Trustee)any rights of the Trust therein shall lapse or shall become unenforceable or worthless. (4) Merger of Funds. The Trustee shall not have any discretionary responsibility or authority to manage or control any asset held in a Directed Fund upon the resignation or removal of an Investment Manager unless and until it has been notified in writing by the Company that the Investment Manager's authority has terminated and that such Directed Fund's assets are to be integrated with the other investment funds maintained under the Trust Fund. Such notice shall not be deemed effective until two bank business days after it has been received by the Trustee. The Trustee shall not be liable for any losses to the Fund resulting from the disposition of any investment made by the Investment Manager or for the retention of any illiquid or unmarketable investment or any investment which is not widely publicly traded or for the holding of any other investment acquired by the Investment Manager if the Trustee is unable to dispose of such investment because of any restrictions imposed by the Securities Act of 1933 or other Federal or state law, or if an orderly liquidation of such investment is impractical under prevailing conditions, or for failure to comply with any investment limitations imposed pursuant to Section 4, or for any other, violation of the terms of this Agreement, the Plan or applicable law as a result of the addition of Directed Fund assets to the other investment funds maintained under the Trust Fund. (5) Notification of Company in Event of Breach. If the Trustee has actual knowledge that a breach of fiduciary duty committed by an Investment Manager, it shall notify the Company thereof. (6) Duty to Enforce Claims. The Trustee shall have no duty to commence or maintain any action, suit or legal proceeding on behalf of the Trust on account of or growing out of any investment made in or for a Directed Fund unless the Trustee has been directed to do so by the Investment Manager or the Company and unless the Trustee is either in possession of funds sufficient for such purpose or unless it has been indemnified to its satisfaction for counsel fees, costs and other expenses and liabilities to which it, in its sole judgment, may be subjected by beginning or maintaining such action, suit or legal proceeding. (7) Limitations on Transfers. Nothing herein shall be deemed to empower any Investment Manager to direct the Trustee to transfer any asset of a -6- 8 Directed Fund to itself except for purposes of the payment of its fee if such means of payment is permitted by its investment management agreement." IN WITNESS WHEREOF, the Company and the Trustee have caused this Amendment to be executed and their respective corporate seals to be affixed and arrested by their respective corporate officers on the day and year first written above. DELL COMPUTER CORPORATION By: /s/ KATHLEEN ANGEL ------------------------------- Its: Director of Global Benefits ------------------------------ ATTEST: /s/ Janet B. Wright ------------------------------------ Its: Corporate Counsel ------------------------------ CHASE MANHATTAN BANK, N.A. By: /s/ WILLIAM Q. WASP ------------------------------- Its: Vice President ------------------------------ ATTEST: ------------------------------------ Its: Assistant Secretary -7- EX-99.5 9 d90771ex99-5.txt EX-99.5 AMENDMENT NO 2 TO MASTER TRUST AGREEMENT 1 EXHIBIT 99.5 AMENDMENT NO. 2 TO THE DELL COMPUTER CORPORATION TRUST AGREEMENT 2 AMENDMENT NO. 2 TO THE DELL COMPUTER CORPORATION TRUST AGREEMENT THIS AMENDMENT is made as of the 1st day of January, 2001 by and between DELL COMPUTER CORPORATION, a Texas corporation, (the "Sponsor"), and THE CHASE MANHATTAN BANK (the "Trustee") and amends the Trust Agreement, effective April 1, 1996, between the Sponsor and The Chase Manhattan Bank, N.A., a predecessor corporation of the Trustee; WHEREAS, the Sponsor and the Trustee desire to amend the Trust pursuant to the authority reserved in Section 17; NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the parties hereto agree as follows. 1. Section 4(b) of the Trust is hereby amended, as underlined, to be and read as follows: "(b) Available Investment Options. The Administrator shall direct the Trustee as to the investment options which shall be maintained or used for Plan participant investments. The Administrator may determine to offer investment options in its sole discretion, including, without limitation, any investment option comprising one or more Directed Funds. Nevertheless, each investment option for which daily valuation is offered shall be limited to, (i) securities issued by any one investment company registered under the Investment Company Act of 1940 ("Mutual Funds"), (ii) equity securities issued by the Sponsor or an affiliate which are publicly-traded and which are "qualifying employer securities" within the meaning of Section 407(d)(5) of ERISA ("Sponsor Stock"), (iii) notes evidencing loans to Plan participants in accordance with the terms of the Plan, (iv) units in a single collective investment fund maintained by the Trustee, an Investment Manager, or an affiliate of an Investment Manager for qualified plans, (v) a Directed Fund consisting of one or more of the following: (A) guaranteed investment contracts ("GICs"), (B) a portfolio of securities and obligations that is intended to produce a fixed rate of investment return, including, but not limited to, United States government securities, corporate bonds, notes, debentures, convertible securities, preferred stocks and is held by one or more of the following (I) an insurance company separate account, (II) a custodian appointed by an insurance company or (III) a custodian appointed by an Investment Manager, and (C) interests in collective investment funds maintained by banks or other financial institutions which invest in such securities and obligations and other similar investments, in each case as chosen by the Administrator or an Investment Manager, (the "Fixed Income Fund"), and (vi) such other portfolios of securities for which the Trustee is willing to provide daily valuation, subject to terms and conditions acceptable to the Trustee. The Administrator shall also be responsible for determining from time to time the portion of the Dell Computer 3 Corporation Stock Fund that is held in cash or a short term investment fund. The Trustee shall be considered a fiduciary with investment discretion only with respect to Plan assets that are invested in short term investment funds maintained by the Trustee for qualified plans, including such short term investment funds held in the Dell Computer Corporation Stock Fund." 2. Section 4(d) of the Trust is hereby amended by adding the following sentence at the end of the first paragraph thereof. "Pursuant to the procedures established by the Sponsor, the Subtransfer Agent shall be responsible for receiving instructions from participants with respect to the investment of their individual accounts, aggregating such instructions, and either directing the Trustee to place net purchase and redemption orders with respect to each investment option selected for the Plan or, when applicable, placing such orders itself, as the case may be." 3. Section 4(d) of the Trust is further hereby amended by adding the following new paragraphs as the last two paragraphs thereof. "Pursuant to the procedures established by the Sponsor, the Subtransfer Agent shall have the power and authority to issue orders for the purchase or sale of securities directly to a Mutual Fund or a collective investment fund maintained by a bank or financial institution other than the Trustee. Written or electronic notification of the issuance of each such order shall be given promptly to the Trustee by the Subtransfer Agent, and the confirmation of each such order shall be confirmed to the Trustee by the Mutual Fund, or collective fund. Unless otherwise directed by the Administrator, such notification shall be authority for the Trustee to pay for securities purchased or to deliver securities sold as the case may be. Upon the direction of the Subtransfer Agent, pursuant to the procedures established by the Sponsor, the Trustee will execute and deliver appropriate trading authorizations, but no such authorization shall be deemed to increase the liability or responsibility of the Trustee under this Agreement. The Subtransfer Agent shall at all times be deemed to be acting as agent of the Sponsor or the Administrator and not as agent of the Trustee. The Trustee shall have no responsibility to oversee the performance by the Subtransfer Agent of its responsibilities with respect to the Plan and shall not be liable for any act or omission of the Subtransfer Agent. The Sponsor shall indemnify and save harmless the Trustee for and from any loss, claim or expense (including reasonable attorneys' fees) arising by reason of any breach of any statutory or other duty owed to the Plan by the Subtransfer Agent." 2 4 4. Section 4(i) of the trust is hereby amended in its entirety as follows: (i) Trustee Powers. The Trustee shall have the following powers and authority: (i) to invest in any property, real or personal, or part interest therein, wherever situated, excluding currency but including, without limitation, governmental, corporate or personal obligations, trust and participation certificates, partnership interests, interest in limited liability companies and similar entities, annuity or investment contracts issued by an insurance company, leaseholds, fee titles, mortgages and other interests in realty, preferred and common stocks, certificates of deposit, financial options and futures or any other form of option, evidences of indebtedness or ownership in foreign corporations or other enterprises or indebtedness or ownership, including securities or other property of the Sponsor, even though the same may not be legal investment for trustees under any law other than ERISA; (ii) to sell, exchange, convey, transfer, or otherwise dispose of any property held in the Trust, by private contract or at public auction. No person dealing on behalf of the Sponsor with the Trustee shall be bound to see to the application of the purchase money or other property delivered to the Trustee or to inquire into the validity, expediency, or propriety of any such sale or other disposition; (iii) to cause any securities or other property held as part of the Trust to be registered in the Trustee's own name, in the name of one or more of its nominees, or in the Trustee's account with the Depository Trust Company of New York or any other securities depository and to hold any investments in bearer form, but the books and records of the Trustee shall at all times show that all such investments are part of the Trust; (iv) to make, execute, acknowledge, and deliver any and all documents of transfer or conveyance and to carry out the powers herein granted; (v) to settle, compromise, or submit to arbitration any claims, debts, or damages due to or arising from the Trust; to commence or defend suits or legal or administrative proceedings; to represent the Trust in all suits and legal and administrative hearings; and to pay all reasonable expenses arising from any such action, from the Trust if not paid by the Sponsor; 3 5 (vi) to employ, subject to the approval of the Sponsor, which shall not be unreasonably withheld, legal, accounting, clerical, and other assistance as may be required in carrying out the provisions of this Agreement and to pay their reasonable expenses and compensation from the Trust if not paid by the Sponsor; (vii) to lend pursuant to separate agreement as may be agreed upon any securities to brokers or dealers and to secure the same in any manner, and during the term of any such loan to permit the loaned securities to be transferred into the name of and voted by the borrower or others; (viii) to enter into contracts or to make commitments either alone or in company with others to sell or acquire property; (ix) to purchase or sell, write, or issue, puts, calls or other options, covered of uncovered, to enter into financial futures contracts, forward placement contracts and standby contracts, and in connection therewith, to deposit, hold or pledge assets; (x) to purchase part interests in real property or in mortgages on real property, wherever such real property may be situated; (xi) to lease to others for any term without regard to the duration of the Trust any real property or part interest in real property; to delegate to a manager or the holder or holders of a majority interest in any real property or mortgage on real property or in any oil, mineral or gas properties, the management and operation of any part interest in such property or properties (including the authority to sell such part interests or otherwise carry out the decisions of such manager or the holder or holders of such majority interest); (xii) to vote upon any stocks, bonds or other securities (but subject to the suspension of any voting rights as a result of any broker loan or similar agreement and subject, further, to the provisions of the Plan and this Agreement with respect to shares of Sponsor Stock); to give general or special proxies or powers of attorney with or without power of substitution; to exercise any conversion privileges, subscription rights or other options and to make any payments incidental thereto; to consent to or otherwise 4 6 participate in corporate reorganizations or other changes affecting corporate securities and to delegate discretionary powers and to pay any assessments or charges in connection therewith; and generally to exercise any of the powers of an owner with respect to stocks, bonds, securities or other property; (xiii) to organize corporations under the laws of any state for the purpose of acquiring or holding title to property or to appoint an ancillary trustee acceptable to the Trustee for such purpose; (xiv) to invest in a fund consisting of securities issued by corporations and selected and retained solely because of their inclusion in, and in accordance with, one or more commonly used indices of such securities, with the objective of providing investment results for the fund which approximate the overall performance of such designated index; (xv) to enter into any partnership, as a general or limited partner, or joint ventures; (xvi) to purchase units or certificates issued by an investment company or pooled trust or comparable entity; (xvii) to transfer money or other property to an insurance company issuing an insurance contract or to a financial institution pursuant to an investment agreement; (xviii) to transfer assets to a common, collective or commingled trust fund exempt from tax under the Code maintained by the Trustee, an Investment Manager or an affiliate of an Investment Manager, or by another trustee, to be held and invested subject to all of the terms and conditions thereof, and such trust shall be deemed adopted as part of the Trust and the Plan to the extent that assets of the Trust are invested therein; (xix) to be reimbursed for the expenses incurred in exercising any of the foregoing powers or to pay the reasonable expenses incurred by any agent, manager or trustee appointed pursuant hereto to the extent permitted by the Plan; 5 7 (xx) to borrow money on behalf of the Trust, and to pledge assets of the Trust as security therefore, for any purpose deemed necessary to the normal administration of the Trust; and (xxi) to hold part or all of the Trust uninvested to the extent that the directing party ascertains as reasonable and necessary for limited periods of time; (xxii) to invest at the Trustee (i) in any type of interest bearing investments (including, but not limited to savings accounts, money market accounts, certificates of deposit and repurchase agreements) and (ii) in non-interest bearing accounts (including, but not limited to checking accounts); and (xxiii) to do, subject to the consent of the Sponsor, which shall not be unreasonably withheld, all other acts although not specifically mentioned herein, as the Trustee may deem necessary to carry out any of the foregoing powers and the purposes of the Trust. The Trustee may exercise the powers set forth in clauses (iii) and (iv) in its discretion. The Trustee shall exercise the powers set forth in the remaining clauses of this subsection (i) in its discretion to the extent, if any, that it has express investment management responsibility under this Agreement and (ii) in any case where the Trustee does not have express investment management responsibility under this Agreement, upon discretion from an Investment Manager acting under Section 20 or the Administrator or the Sponsor to the extent contemplated by this Agreement. 5. Section 7(b) of the Trust is hereby amended by deleting the first sentence thereof and substituting in lieu thereof the following: "The Sponsor shall indemnify the Trustee against, and hold the Trustee harmless from, any and all loss, damage, penalty, liability, cost, and expense, including without limitation, reasonable attorney's fees and disbursements ("Losses"), that may be incurred by, imposed upon, or asserted against the Trustee by reason of any third party claim, regulatory proceeding, or litigation arising from any act done or omitted to be done by any individual or person, including without limitation the Administrator, Subtransfer Agent, Sponsor and any Investment Manager, with respect to the Plan or Trust, including without limitation the selection of GICs and similar investments by the Sponsor, excepting only any and all Losses to the extent that such Losses arise from the Trustee's failure to perform in accordance with the Trust Agreement, except to the extent the Trustee's non-performance is permitted under ERISA." 6 8 6. Section 7 of the Trust is further amended by renaming Section 7 "Directions, Indemnification and Limitation of Liability, renominating the current text of Subsection 7(c) as 7(d) and adding the following as Subsection 7(c). "(c) Except as otherwise required by ERISA, under no circumstances shall the Trustee incur liability for any indirect, consequential or special damages (including, without limitation, lost profits) of any form incurred by any person, whether or not foreseeable and regardless of the form of the action in which such a claim may be brought, with respect to the Trust or its role as Trustee." 7. The Trust is hereby amended by adding new Section 20 to the end thereof, to be and read as follows: "SECTION 20 DIRECTED FUNDS. (a) General. The Administrator, from time to time and in accordance with provisions of the Plan, may direct to the Trustee to establish one or more separate accounts within the trust fund, each separate account being hereinafter referred to as a "Directed Fund," and to allocate a portion of the assets held in the trust fund to such Directed Fund. As soon as administratively feasible (in accordance with the Trustee's customary operating procedures) following receipt of such written direction, the Trustee shall transfer to a Directed Fund those assets of the trust fund in accordance with such directions. The Administrator also may direct the Trustee to eliminate one or more Directed Funds, and the Trustee shall thereupon dispose of the assets of any such Directed Fund and reinvest the proceeds in accordance with the directions of the Administrator. The Trustee shall be under no duty to question, and shall not incur any liability on account of following, any direction of the Administrator with respect to the establishment or elimination of any Directed Fund or the allocation or transfer of securities or other property between or among any Directed Funds. All interest, dividends and other income received with respect to, and any proceeds received from the sale, exchange, or other disposition of, securities or other property held in a Directed Fund shall be credited to and reinvested in that Directed Fund. All expenses of the Trust Fund which are allocable to a particular Directed Fund shall be so allocated and charged (b) Investment Managers. The Administrator, from time to time and in accordance with the provisions of the Plan, may appoint one or more investment managers, each of which shall satisfy the qualifications set forth in Section 3(38) of ERISA, or any successor thereto (each an "Investment Manager"), under a written investment management agreement describing the powers and duties of the Investment Manager, to direct the investment and reinvestment of all or a 7 9 portion of a Directed Fund. The Administrator shall be responsible for ensuring that the investment management agreement for each Investment Manager shall expressly outline the rights, duties and discretionary powers which shall be delegated to such Investment Manager; provided, however, that such rights shall not exceed the rights granted to the Trustee under Section 4(i) hereof. The Administrator shall be responsible for ascertaining that, while each Investment Manager is acting in that capacity, that Investment Manager satisfies the requirements of Section 3(38) of ERISA, or any successor thereto. The Administrator shall furnish the Trustee with written notice of the appointment of each Investment Manager hereunder, and of the termination of any such appointment. Such notice shall specify the assets which shall constitute the Directed Fund. The Trustee shall be fully protected in relying upon the effectiveness of such appointment and the Investment Manager's continuing satisfaction of the requirements set forth above until it receives written notice from the Administrator to the contrary. Unless the Trustee has actual notice that an Investment Manager has resigned or been removed, the Trustee shall presume that each Investment Manager, pursuant to the terms of its investment management agreement, is entitled to act, in directing the investment and reinvestment of the Directed Fund for which it is responsible, in its sole and independent discretion and without limitation. (c) Investment Vehicles. Any Investment Vehicle, or interest therein, acquired by or transferred to the Trustee upon the directions of the Investment Manager shall be allocated to a designated Directed Fund, and the Trustee's duties and responsibilities under this Agreement shall not be increased or otherwise affected thereby. The Trustee shall be responsible solely for the safekeeping of the physical evidence, if any, and reporting of the Trust's ownership of or interest or participation in such Investment Vehicle. (d) Duty of Care. In exercising any of the powers delegated under this Section, an Investment Manager shall discharge its duties hereunder with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of like character and with like aims, consistent with the requirements of ERISA. 8 10 (e) Certain Orders to Brokers. Except as otherwise provided in this Agreement, the Investment Manager of a Directed Fund shall have the power and authority to be exercised in its sole discretion at any time and from time to time, to issue orders for the purchase or sale of securities or other property directly to a broker. Written directions with respect to the issuance of each such order shall be given promptly to the Trustee by the Investment Manager or the Administrator and the confirmation of each such order shall be confirmed to the Trustee by the broker. Unless otherwise directed by the Administrator or Investment Manager, such direction shall be authority for the Trustee to pay for securities or other property purchased or to deliver securities or other property sold as the case may be. Upon direction from the Investment Manager or the Administrator, the Trustee will execute and deliver appropriate trading authorizations, but no such authorization shall be deemed to increase the liability or responsibility of the Trustee under this Agreement. (f) Limitations on Trustee Responsibility. (1) Trustee Not Responsible for Investments in Directed Funds. The Trustee shall be under no duty or obligation to review or to question any direction of any Investment Manager, or to review securities or any other property held in any Directed Fund with respect to prudence or proper diversification or compliance with any limitation on the Investment Manager's authority under this Agreement or the Plan, any agreement entered into between the Sponsor or the Administrator and the Investment Manager or imposed by applicable law, or to make any suggestions or recommendation to the Sponsor, the Administrator or the Investment Manager with respect to the retention or investment of any assets of any Directed Fund, and shall have no authority to take any action or to refrain from taking any action with respect to any asset of a Directed Fund unless and until it is directed to do so by the Investment Manager. The Sponsor shall limit, restrict or impose guidelines affecting the exercise of the discretion conferred on any Investment Manager. The limitations, restrictions or guidelines applicable to the Trustee, as Investment Manager, shall be communicated in writing to the Trustee. The Trustee shall have no responsibility with respect to the formulation of any funding policy or any investment or diversification policies embodied therein. The Sponsor or the Administrator shall be responsible for communicating, and monitoring adherence to, any limitations or guidelines imposed on any other Investment Manager by the guidelines described above. (2) Responsibility for Directed Funds. All transactions of any kind or nature in or from a Directed Fund shall be made upon such terms and conditions and from or through such brokers, dealers and other principals and agents as the Investment Manager shall direct. Unless 9 11 specifically agreed to by the Trustee, no such transactions shall be executed through the facilities of the Trustee except where the Trustee shall make available its facilities solely for the purpose of temporary investment of cash reserves of a Directed Fund. (However, nothing in the preceding sentence shall confer any authority upon the Trustee to invest the cash balances of any Directed Fund unless and until it receives directions from the Investment Manager.) (3) Reliance on Investment Manager. The Trustee shall be required under this Agreement to execute documents, to settle transactions, to take action on behalf of or in the name of the Trust and to make and receive payments on the direction of the Investment Manager. The Trustee may rely on the direction of the Investment Manager (i) that the transaction is in accord with applicable law, (ii) that any contract, agency, joinder, adoption, participation or partnership agreement, deed, assignment or other document of any kind which the Trustee is requested or required to execute to effectuate the transaction has been reviewed by the Investment Manager and, to the extent it deems advisable and prudent, its counsel, (iii) that such instrument or document is in proper form for execution by the Trustee, (iv) that, where appropriate, insurance protecting the Trust against loss or liability has been or will be maintained in the name of or for the benefit of the Trustee, and (v) that all other acts to perfect and protect the Trust's rights have been taken, and the Trustee shall have no duty to make any independent inquiry or investigation as to any of the foregoing before acting upon such direction. In addition, the Trustee shall not be liable for the default of any Person with respect to any Investment Vehicle or any investment in a Directed Fund or for the form, genuineness, validity, sufficiency or effect of any document executed by, delivered to or held by it for any Directed Fund on account of such investment, or if, for any reason (other than the negligence or willful misconduct of the Trustee) any rights of the Trust therein shall lapse or shall become unenforceable or worthless. (4) Merger of Funds. The Trustee shall not have any discretionary responsibility or authority to manage or control any asset held in a Directed Fund upon the resignation or removal of an Investment Manager. The Trustee shall not be liable for any losses to the Directed Fund resulting from the disposition of any investment made by the Investment Manager or for the retention of any illiquid or unmarketable investment or any investment which is not widely publicly traded or for the holding of any other investment acquired by the Investment Manager if the Trustee is unable to dispose of such investment because of any restrictions imposed by the Securities Act of 1933 or other federal or state law, or if an orderly liquidation of such investment is impractical under prevailing conditions, or for failure to comply with any investment limitations imposed pursuant to Section 4, or for any other, violation of the 10 12 terms of this Agreement, the Plan or applicable law as a result of the addition of Directed Fund assets to the other investment funds maintained under the Trust Fund. (5) Duty to Enforce Claims. The Trustee shall have no duty to commence or maintain any action, suit or legal proceeding on behalf of the Trust on account of or growing out of any investment made in or for a Directed Fund unless the Trustee has been directed to do so by the Investment Manager or the Company and unless the Trustee is either in possession of funds sufficient for such purpose or unless it has been indemnified to its satisfaction for counsel fees, costs and other expenses and liabilities to which it, in its sole judgment, may be subjected by beginning or maintaining such action, suit or legal proceeding. (6) Limitations on Transfers. Nothing herein shall be deemed to empower any Investment Manager to direct the Trustee to transfer any asset of a Directed Fund to itself except for purposes of the payment of its fee if such means of payment is permitted by its investment management agreement. (7) Notification to the Sponsor. If officers of the Trustee engaged in an ongoing basis in the servicing of the Trust Fund have actual knowledge that an Investment Manager has breached its fiduciary duty hereunder, it shall promptly notify the Sponsor of such breach." 7. The Trust is hereby amended by adding new Section 21 at the end thereof, to be and read as follows. "Section 21. Valuation of the Trust Fund. The Trustee shall determine the fair market value or fair value of securities or other property held in the Trust Fund based upon one or more of the following: information and financial publications of general circulation, statistical and valuation services, records of security exchanges, appraisals by qualified Persons, transactions and bona fide offers in assets of the type in question, valuations provided by Investment Managers, valuations provided by the insurance company or custodian holding custody of assets described in clause (v)(B) of Section 4(b), and other information customarily used in the valuation of property. The Trustee may retain one or more reputable pricing services (whether or not affiliated with the Trustee) as the Trustee may deem advisable and the Trustee shall be entitled to rely upon the prices so provided. The Trustee, upon written request by the Sponsor, shall provide information to the Sponsor concerning the qualifications of such pricing services. Provided that the Trustee acts with the care, skill, prudence and diligence that a prudent person acting in a like capacity and familiar with such matter would exercise in selecting such a pricing service, the Trustee shall not be responsible or liable for any act or omission of such pricing service. An 11 13 Investment Manager shall certify, at the request of the Trustee, the value of any securities or other property held in any Directed Fund managed by such Investment Manager, and such certification shall be regarded as a direction with regard to such valuation. The Trustee shall be entitled to rely upon such valuation for all purposes under this Agreement. 12 14 IN WITNESS WHEREOF, the Sponsor and the Trustee have caused this Amendment to be executed and their respective corporate seals to be affixed and arrested by their respective corporate officers on the day and year first written above. DELL COMPUTER CORPORATION By: /s/ KATHLEEN ANGEL --------------------------------------- Its: Director of Global Benefits -------------------------------------- ATTEST: /s/ Janet B. Wright ------------------------------------ Its: Corporate Counsel ------------------------------------ THE CHASE MANHATTAN BANK By: /s/ WILLIAM Q. WASP --------------------------------------- Its: Vice President -------------------------------------- ATTEST: /s/ KATHY MCRAE ------------------------------------ Its: Vice President 13

EX-5

   1
                                                                       EXHIBIT 5

              COPY OF INTERNAL REVENUE SERVICE DETERMINATION LETTER



   2


INTERNAL REVENUE SERVICE                                 DEPARTMENT OF TREASURY
DISTRICT DIRECTOR
1100 COMMERCE STREET
DALLAS, TX 75242
                                                Employer Identification Number:
Date:  Feb 14 1996                                       74-2487834
                                                File Folder Number:
DELL COMPUTER CORPORATION                                740017732
1909 WEST BRAKER LANE, BUILDING E               Person to Contact:
AUSTIN, TX 78758                                         JILL RUTHERFORD
                                                Contact Telephone Number
                                                         (214) 767-6023
                                                Plan Name:
                                                         401K PLAN

                                                Plan Number :  001


Dear Applicant:

         We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.

         Continued qualification of the plan under its present form will depend
on its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation periodically.

         The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.

         This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal or
local statutes.

         This determination letter is applicable for the amendment(s) adopted on
3-30-95 & 2-16-95.

         This plan has been mandatorily disaggregated, permissively aggregated,
or restructured to satisfy the nondiscrimination requirements.

         This plan satisfies the nondiscrimination in amount requirement of
section 1.401(a)(4)-1(b)(2) of the regulations on the basis of a design-based
safe harbor described in the regulations.

         This letter is issued under Rev. Proc. 93-39 and considers the
amendments required by the Tax Reform Act of 1986 except as otherwise specified
in this letter.

         This plan satisfies the nondiscriminatory current availability
requirements of section 1.401(a)(4)-4(b) of the regulations with respect to
those benefits, rights, and features that are currently available to all
employees in the plan's coverage group. For this purpose, the plan's coverage
group consists of those employees treated as currently benefiting for purposes
of demonstrating that the plan satisfies the minimum coverage requirements of
section 410(b) of the Code.



                                                              Letter 85 (DO/CG)
   3

                                      -2-


         This letter may not be relied upon with respect to whether the plan
satisfies the qualification requirements as amended by the Uruguay Round
Agreements Act, Pub. L. 103-465.

         The information on the enclosed addendum is an integral part of this
determination. Please be sure to read and keep it with this letter.

         We have sent a copy of this letter to your representative as indicated
in the power of attorney.

         If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.

                                        Sincerely yours,

                                        /s/ BOBBY E. SCOTT
                                        Bobby E. Scott
                                        District Director

Enclosures:
Publication 794
Addendum



                                                              Letter 835 (DO/CG)
   4

                                      -3-


DELL COMPUTER CORPORATION


This letter also applies to the amendments adopted on 1-30-95.




                                                              Letter 835 (DO/CG)

EX-23

   1
                                                                      EXHIBIT 23

                       CONSENT OF INDEPENDENT ACCOUNTANTS

         We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated February 15, 2001
relating to the consolidated financial statements and financial statement
schedule, which appears on page 26 of the Dell Computer Corporation Annual
Report on Form 10-K, for the year ended February 2, 2001. We also consent to the
incorporation by reference in this Registration Statement of our report dated
June 29, 2001 relating to the financial statements and financial statement
schedule, which appears in the Dell Computer Corporation 401(k) Plan Annual
Report on Form 11-K, for the year ended December 31, 2000.

/s/ PricewaterhouseCoopers LLP

Austin, Texas
September 20, 2001

EX-99.1

   1
                                                                    EXHIBIT 99.1

           AMENDED AND RESTATED DELL COMPUTER CORPORATION 401(k) PLAN



   2


                            DELL COMPUTER CORPORATION
                                   401(k) PLAN











                             AS AMENDED AND RESTATED

                            EFFECTIVE JANUARY 1, 2000



   3




                                TABLE OF CONTENTS


                                                                          PAGE
                                                                          ----
                                                                       
                         I. DEFINITIONS AND CONSTRUCTION

         1.1      DEFINITIONS................................................1
         1.2      NUMBER AND GENDER..........................................9
         1.3      HEADINGS...................................................9
         1.4      CONSTRUCTION...............................................9
         1.5      PROFIT SHARING PLAN.......................................10

                                II. PARTICIPATION

         2.1      PARTICIPATION.............................................11
         2.2      AUTOMATIC ENROLLMENT......................................11
         2.3      CESSATION OF PARTICIPATION................................11
         2.4      SUSPENSION OF PARTICIPATION REQUIREMENTS..................12

                               III. CONTRIBUTIONS

         3.1      SALARY REDUCTION CONTRIBUTIONS............................13
         3.2      EMPLOYER MATCHING CONTRIBUTIONS...........................14
         3.3      EMPLOYER RETIREMENT SAVINGS CONTRIBUTIONS.................15
         3.4      EMPLOYER FAIL SAFE CONTRIBUTIONS..........................16
         3.5      RETURN OF CONTRIBUTIONS...................................16
         3.6      DISPOSITION OF EXCESS DEFERRALS AND EXCESS
                    CONTRIBUTIONS...........................................17
         3.7      ROLLOVER CONTRIBUTIONS....................................18

                         IV. ALLOCATIONS AND LIMITATIONS

         4.1      SUSPENDED AMOUNTS.........................................20
         4.2      ALLOCATION OF CONTRIBUTIONS TO ACCOUNTS...................20
         4.3      TIME OF ALLOCATION OF CONTRIBUTIONS.......................21
         4.4      APPLICATION OF FORFEITURES................................22
         4.5      VALUATION OF ACCOUNTS.....................................22
         4.6      CODE SECTION 415 LIMITATIONS AND CORRECTIONS..............22

                            V. INVESTMENT OF ACCOUNTS

         5.1      INVESTMENT OF ACCOUNTS BY PARTICIPANTS....................25
         5.2      RESTRICTION ON ACQUISITION OF COMPANY STOCK...............25
         5.3      PASS-THROUGH VOTING OF COMPANY STOCK......................25
         5.4      STOCK RIGHTS, STOCK SPLITS, AND STOCK DIVIDENDS...........26
         5.5      PARTICIPANT RIGHTS........................................26

                           VI. IN-SERVICE WITHDRAWALS

         6.1      AGE 59 1/2 WITHDRAWALS....................................27
         6.2      FINANCIAL HARDSHIP WITHDRAWALS............................27




                                       i
   4



                               TABLE OF CONTENTS
                                  (continued)



                                                                          PAGE
                                                                          ----
                                                                       
         6.3      RESTRICTIONS ON IN-SERVICE WITHDRAWALS....................28

                VII. DISTRIBUTIONS AFTER SEPARATION FROM SERVICE

         7.1      RETIREMENT BENEFITS.......................................30
         7.2      DISABILITY BENEFITS.......................................30
         7.3      DEATH BENEFITS............................................30
         7.4      SEPARATION FROM SERVICE PRIOR TO RETIREMENT...............31

                   VIII. TIME AND FORM OF PAYMENT OF BENEFITS

         8.1      TIME OF PAYMENT...........................................35
         8.2      DETERMINATION OF BENEFIT COMMENCEMENT DATE................35
         8.3      FORMS OF BENEFITS.........................................37
         8.4      CASH-OUT OF BENEFIT NOT IN EXCESS OF $5,000...............37
         8.5      DIRECT ROLLOVER ELECTION..................................37
         8.6      PAYEE OF BENEFITS.........................................38
         8.7      BENEFITS FROM ACCOUNT BALANCES............................38
         8.8      UNCLAIMED BENEFITS........................................38
         8.9      CLAIMS REVIEW.............................................38

                                    IX. LOANS

         9.1      ELIGIBILITY FOR LOAN......................................40
         9.2      MINIMUM LOAN..............................................40
         9.3      MAXIMUM LOAN..............................................40
         9.4      INTEREST, SECURITY, AND FEES..............................41
         9.5      REPAYMENT TERMS OF LOAN...................................41
         9.6      DEFAULT AND OFFSET........................................42

                          X. ADMINISTRATION OF THE PLAN

         10.1     APPOINTMENT OF  COMMITTEE.................................44
         10.2     TERM, VACANCIES, RESIGNATION, AND REMOVAL.................44
         10.3     OFFICERS, RECORDS, AND PROCEDURES.........................44
         10.4     MEETINGS..................................................44
         10.5     SELF-INTEREST OF MEMBERS..................................44
         10.6     COMPENSATION AND BONDING..................................45
         10.7     COMMITTEE POWERS AND DUTIES...............................45
         10.8     EMPLOYER TO SUPPLY INFORMATION............................46
         10.9     INDEMNIFICATION...........................................46
         10.10    TEMPORARY RESTRICTIONS....................................47





                                       ii
   5



                               TABLE OF CONTENTS
                                  (continued)


                                                                          PAGE
                                                                          ----
                                                                       
                  XI. TRUSTEE AND ADMINISTRATION OF TRUST FUND

         11.1     APPOINTMENT, RESIGNATION, REMOVAL, AND REPLACEMENT OF
                    TRUSTEE.................................................48
         11.2     TRUST AGREEMENT...........................................48
         11.3     PAYMENT OF EXPENSES.......................................48
         11.4     TRUST FUND PROPERTY.......................................48
         11.5     DISTRIBUTIONS FROM PARTICIPANTS' ACCOUNTS.................48
         11.6     PAYMENTS SOLELY FROM TRUST FUND...........................49
         11.7     NO BENEFITS TO THE EMPLOYER...............................49

                            XII. FIDUCIARY PROVISIONS

         12.1     ARTICLE CONTROLS..........................................50
         12.2     GENERAL ALLOCATION OF FIDUCIARY DUTIES....................50
         12.3     FIDUCIARY DUTY............................................50
         12.4     DELEGATION OF FIDUCIARY DUTIES............................50
         12.5     INVESTMENT MANAGER........................................51

                                XIII. AMENDMENTS

         13.1     RIGHT TO AMEND............................................52
         13.2     LIMITATION ON AMENDMENTS..................................52

        XIV. DISCONTINUANCE OF CONTRIBUTIONS, TERMINATION, PARTIAL
             TERMINATION, AND MERGER OR CONSOLIDATION

         14.1     RIGHT TO DISCONTINUE CONTRIBUTIONS, TERMINATE, OR PARTIALLY
                  TERMINATE.................................................53
         14.2     PROCEDURE IN THE EVENT OF DISCONTINUANCE OF CONTRIBUTIONS,
                    TERMINATION, OR PARTIAL TERMINATION.....................53
         14.3     MERGER, CONSOLIDATION, OR TRANSFER........................54

                           XV. PARTICIPATING EMPLOYERS

         15.1     DESIGNATION OF OTHER EMPLOYERS............................55
         15.2     SINGLE PLAN...............................................56

                          XVI. MISCELLANEOUS PROVISIONS

         16.1     NOT CONTRACT OF EMPLOYMENT................................57
         16.2     ALIENATION OF INTEREST FORBIDDEN..........................57
         16.3     UNIFORMED SERVICES EMPLOYMENT AND REEMPLOYMENT RIGHTS ACT
                    REQUIREMENTS............................................57
         16.4     PAYMENTS TO MINORS AND INCOMPETENTS.......................57
         16.5     ACQUISITION AND HOLDING OF COMPANY STOCK..................57
         16.6     PARTICIPANT'S AND BENEFICIARY'S ADDRESSES.................58
         16.7     SEVERABILITY..............................................58




                                      iii
   6



                               TABLE OF CONTENTS
                                  (continued)


                                                                          PAGE
                                                                          ----
                                                                       
         16.8     JURISDICTION..............................................58
         16.9     INCORRECT INFORMATION OR ERROR............................58
         16.10    MERGED PLANS..............................................58

                             XVII. TOP-HEAVY STATUS

         17.1     ARTICLE CONTROLS..........................................59
         17.2     DEFINITIONS...............................................59
         17.3     TOP-HEAVY STATUS..........................................60
         17.4     TOP-HEAVY VESTING SCHEDULE................................61
         17.5     TOP-HEAVY CONTRIBUTION....................................61
         17.6     TERMINATION OF TOP-HEAVY STATUS...........................62
         17.7     EFFECT OF ARTICLE.........................................62




                                       iv
   7

                            DELL COMPUTER CORPORATION
                                   401(k) PLAN

                                   WITNESSETH:


         WHEREAS, DELL COMPUTER CORPORATION (the "Company") has heretofore
adopted and maintains the DELL COMPUTER CORPORATION 401(k) PLAN (the "Plan") for
the benefit of eligible employees of the Company and participating affiliates;
and

         WHEREAS, the Company desires to restate the Plan and to amend the Plan
in several respects, intending thereby to provide an uninterrupted and
continuing program of benefits;

         NOW THEREFORE, the Plan is hereby restated in its entirety as follows
with no interruption in time, effective as of January 1, 2000, except as
otherwise indicated herein:



                                      -i-
   8



                                       I.
                          DEFINITIONS AND CONSTRUCTION


1.1      DEFINITIONS. Where the following words and phrases appear capitalized
         in the Plan, they shall have the respective meanings set forth below,
         unless their context clearly indicates to the contrary.

         (a)      ACCOUNT(S): Accounts means accounts or records maintained by
                  the administrator or its agent indicating the monetary value
                  of the total interest in the Trust Fund of each Participant,
                  each former Participant, and each beneficiary. The types of
                  individual accounts under this Plan are:

                  (1)      Salary Reduction Contribution Account;

                  (2)      Employer Contribution Account; and

                  (3)      Rollover Contribution Account.

         (b)      BENEFIT COMMENCEMENT DATE: With respect to each Participant or
                  beneficiary, the first day of the first period for which such
                  Participant's or beneficiary's benefit is payable to him from
                  the Trust Fund, determined in accordance with Section 8.2.

         (c)      BONUS: Bonus means the amount paid to an IBP Participant
                  pursuant to the Company's Annual Incentive Bonus Plan. All
                  other bonus payments, if any, including "sign-on bonuses," "on
                  the spot awards," and other customized bonus programs shall
                  not be considered a Bonus under the Plan and will be included
                  in that Participant's Considered Compensation.

         (d)      CODE: The Internal Revenue Code of 1986, as amended.

         (e)      COMMITTEE: The administrative committee appointed by the
                  Directors to administer the Plan.

         (f)      COMPANY: Dell Computer Corporation.

         (g)      COMPANY STOCK: The common stock of Dell Computer Corporation.

         (h)      COMPENSATION: A Participant's Compensation for a Limitation
                  Year shall include all the items in Section 1.1(h)(1) below,
                  exclude all the items in Section 1.1(h)(2) below, and shall be
                  subject to the limitation provided in Section 1.1(h)(3) below.
                  The determination of a Participant's Compensation for periods
                  prior to January 1, 2000 shall be controlled by the prior plan
                  document.

                  (1)      All of the following items shall be included:

                           (i)      The total of all wages, salaries, fees for
                                    professional services, and other amounts
                                    received by a Participant in cash or in kind
                                    for



   9



                                    services actually rendered in the course of
                                    employment with the Employer while a
                                    Participant and an Employee to the extent
                                    such amounts are includable in gross income
                                    (but determined without regard to the
                                    exclusions from gross income under sections
                                    931 and 933 of the Code);

                           (ii)     In the case of a Participant who is an
                                    employee within the meaning of section
                                    401(c)(1) of the Code and the Treasury
                                    regulations thereunder, the Employee's
                                    earned income (as described in section
                                    401(c)(2) of the Code and the Treasury
                                    regulations thereunder) determined without
                                    regard to the exclusions from gross income
                                    under sections 931 and 933 of the Code;

                           (iii)    Foreign earned income (as defined in section
                                    911(b) of the Code) whether or not
                                    excludable from gross income;

                           (iv)     Amounts described in sections 104(a)(3),
                                    105(a), and 105(h) of the Code, but only to
                                    the extent these amounts are includable in
                                    the gross income of the Participant;

                           (v)      The value of a non-qualified stock option
                                    granted to the Participant by the Employer,
                                    but only to the extent that the value of the
                                    option is includable in the gross income of
                                    the Participant for the taxable year in
                                    which it is granted;

                           (vi)     The amount includable in the gross income of
                                    the Participant upon making an election
                                    described in section 83(b);

                           (vii)    Elective contributions made on a
                                    Participant's behalf by the Employer that
                                    are not includable in income under section
                                    125, section 402(e)(3), section 402(h),
                                    section 403(b), or section 457 of the Code;

                           (viii)   Any amounts that are not includable in the
                                    gross income of a Participant under a salary
                                    reduction agreement by reason of the
                                    application of section 132(f) of the Code;

                           (ix)     For Plan Years beginning on or after January
                                    1, 2001, on the spot awards; and

                           (x)      For Plan Years beginning on or after January
                                    1, 2001, noncash awards such as gifts and
                                    trips.

                  (2)      All of the following items shall be excluded to the
                           extent they would otherwise be included under Section
                           1.1(i)(1):

                           (i)      Reimbursements and other expense allowances;

                           (ii)     Cash and noncash fringe benefits;



                                      -2-
   10



                           (iii)    Moving expenses;

                           (iv)     Deferred compensation under any plan or
                                    program other than as specifically included
                                    in Section 1.1(i)(1)(vii);

                           (v)      Welfare benefits;

                           (vi)     Employer contributions to or payments from
                                    this or any other deferred compensation
                                    program, whether such program is qualified
                                    under section 401(a) of the Code or
                                    nonqualified;

                           (vii)    Amounts realized from the exercise of a
                                    stock option that is not an incentive stock
                                    option within the meaning of section 422 of
                                    the Code;

                           (viii)   Amounts realized at the time restricted
                                    stock or property is freely transferable or
                                    no longer subject to a substantial risk of
                                    forfeiture in accordance with section 83 of
                                    the Code;

                           (ix)     Amounts realized from the sale, exchange,
                                    disqualifying disposition or other
                                    disposition of stock acquired under an
                                    incentive stock option;

                           (x)      Any other amounts that receive special tax
                                    benefits under the Code, such as premiums
                                    for group life insurance (but only to the
                                    extent such premiums are not includable in
                                    the gross income of the Participant);

                           (xi)     On the spot awards; and

                           (xii)    Noncash awards such as gifts and trips.

                  (3)      The Compensation of any Participant taken into
                           account for purposes of the Plan shall be limited to
                           $170,000 for any Plan Year with such limitation to
                           be:

                           (i)      Adjusted automatically to reflect any
                                    amendments to section 401(a)(17) of the Code
                                    and any cost-of-living increases authorized
                                    by section 401(a)(17) of the Code; and

                           (ii)     Prorated for a Plan Year of less than twelve
                                    months and to the extent otherwise required
                                    by applicable law.

         (i)      CONSIDERED COMPENSATION: A Participant's Considered
                  Compensation for a Limitation Year shall include his
                  Compensation (as defined above) reduced by any Bonus paid to
                  the Participant. Any bonus payments made to a Participant that
                  is not an IBP Participant shall be included in that
                  Participant's Considered Compensation.



                                      -3-
   11



         (j)      CONTROLLED ENTITY: Each entity that is a member of a
                  controlled group of corporations (within the meaning of
                  sections 414(b) and 414(c) of the Code) or an affiliated
                  service group (within the meaning of sections 414(m) or 414(o)
                  of the Code) of which the Employer is a member.

         (k)      DIRECT ROLLOVER: A payment by the Plan to an Eligible
                  Retirement Plan designated by a Distributee.

         (l)      DIRECTORS: The Board of Directors of the Company.

         (m)      DISTRIBUTEE: Each (i) Participant entitled to an Eligible
                  Rollover Distribution, (ii) Participant's surviving spouse
                  with respect to the interest of such surviving spouse in an
                  Eligible Rollover Distribution, and (iii) individual who is an
                  alternate payee under a qualified domestic relations order, as
                  defined in section 414(p) of the Code, with regard to the
                  interest of such former spouse in an Eligible Rollover
                  Distribution.

         (n)      EFFECTIVE DATE: January 1, 2000, as to this restatement of the
                  Plan, except (i) as otherwise indicated in specific provisions
                  of the Plan, or (ii) where provisions of the Plan are required
                  to have an earlier effective date by applicable statute or
                  regulation such provision shall be effective as of the
                  required effective date. The original effective date of the
                  Plan was June 1, 1989.

         (o)      ELIGIBLE EMPLOYEE: Any Employee eligible to participate in the
                  Plan in accordance with Section 2.1.

         (p)      ELIGIBLE RETIREMENT PLAN: (i) With respect to a Distributee
                  other than a surviving spouse, an individual retirement
                  account described in section 408(a) of the Code, an individual
                  retirement annuity described in section 408(b) of the Code, an
                  annuity plan described in section 403(a) of the Code, or a
                  qualified plan described in section 401(a) of the Code, which
                  under its provisions does, and under applicable law may,
                  accept such Distributee's Eligible Rollover Distribution, and
                  (ii) with respect to a Distributee who is a surviving spouse,
                  an individual retirement account described in section 408(a)
                  of the Code or an individual retirement annuity described in
                  section 408(b) of the Code.

         (q)      ELIGIBLE ROLLOVER DISTRIBUTION: With respect to a Distributee,
                  any distribution of all or part of the Accounts of a
                  Participant other than (i) a distribution that is one of a
                  series of substantially equal periodic payments (not less
                  frequently than annually) made for the life (or life
                  expectancy) of the Distributee or the joint lives (or joint
                  life expectancies) of the Distributee and the Distributee's
                  designated beneficiary or for a specified period of ten years
                  or more, (ii) a distribution to the extent such distribution
                  is required under section 401(a)(9) of the Code, (iii) the
                  portion of a distribution that is not includable in gross
                  income (determined without regard to the exclusion for net
                  unrealized appreciation with respect to employer securities),
                  (iv) a loan treated as a distribution under section 72(p) of
                  the Code and not excepted by section 72(p)(2) of the Code, (v)
                  a loan in default that is a deemed distribution, (vi) any
                  corrective distribution provided in Section 3.6



                                      -4-
   12



                  and Subsection 4.6(b), and (vii) any other distribution so
                  designated by the Internal Revenue Service in revenue rulings,
                  notices, and other guidance of general applicability. Further,
                  a distribution pursuant to Section 6.2 from the Salary
                  Reduction Account of a Participant who has not attained age 59
                  1/2 shall not constitute an Eligible Rollover Distribution.

         (r)      EMPLOYEE: Each individual employed by an Employer (including
                  Leased Employees).

         (s)      EMPLOYER: The Company and each entity that has been designated
                  to participate in the Plan pursuant to the provisions of
                  Article XV.

         (t)      EMPLOYER CONTRIBUTION ACCOUNT: An individual account for each
                  Participant, which is credited with the sum of: (i) any
                  Employer Matching Contributions made on such Participant's
                  behalf pursuant to Section 3.2; (ii) any Employer Retirement
                  Savings Contributions made on such Participant's behalf
                  pursuant to Section 3.3; and (iii) any Employer Fail Safe
                  Contributions made on such Participant's behalf pursuant to
                  Section 3.4 to satisfy the restrictions set forth in
                  Subsection 3.2(c). The Administrator or any recordkeeper
                  retained by the Administrator shall create such sub-accounts
                  to the Participant's Employer Contribution Account as are
                  necessary to separately account for each of the Employer
                  Contributions described above and in Section 1.1(u).

         (u)      EMPLOYER CONTRIBUTIONS: The total of (i) Employer Matching
                  Contributions, (ii) Employer Retirement Savings Contributions,
                  and (iii) Employer Fail Safe Contributions.

         (v)      EMPLOYER MATCHING CONTRIBUTIONS: Contributions made to the
                  Plan by the Employer pursuant to Section 3.2.

         (w)      EMPLOYER RETIREMENT SAVINGS CONTRIBUTIONS: Contributions made
                  to the Plan by the Employer pursuant to Section 3.3.

         (x)      EMPLOYER FAIL SAFE CONTRIBUTIONS: Contributions made to the
                  Plan by the Employer pursuant to Section 3.4.

         (y)      EMPLOYMENT COMMENCEMENT DATE: The date on which an individual
                  first performs an Hour of Service.


         (z)      ERISA: The Employee Retirement Income Security Act of 1974, as
                  amended.

         (aa)     HIGHLY COMPENSATED EMPLOYEE: Each Employee who performs
                  services during the Plan Year for which the determination of
                  who is highly compensated is being made (the "Determination
                  Year") and who:

                  (1)      Is a five-percent owner of the Employer (within the
                           meaning of section 416(i)(1)(A)(iii) of the Code) at
                           any time during the Determination Year or the
                           twelve-month period immediately preceding the
                           Determination Year (the "Look-Back Year"); or



                                      -5-
   13



                  (2)      During the Determination Year or the Look-Back Year
                           received Compensation (within the meaning of section
                           414(q)(4) of the Code); in excess of $80,000 (with
                           such amount to be adjusted automatically to reflect
                           any cost-of-living adjustments authorized by section
                           414(q)(1) of the Code).

                           For purposes of the preceding sentence, (i) all
                           employers aggregated with the Employer under section
                           414(b), (c), (m), or (o) of the Code shall be treated
                           as a single employer and (ii) a former Employee who
                           had a separation year (generally, the Determination
                           Year such Employee separates from service) prior to
                           the Determination Year and who was an active Highly
                           Compensated Employee for either such separation year
                           or any Determination Year ending on or after such
                           Employee's fifty-fifth birthday shall be deemed to be
                           a Highly Compensated Employee. To the extent that the
                           provisions of this Paragraph are inconsistent or
                           conflict with the definition of a "highly compensated
                           employee" set forth in section 414(q) of the Code and
                           the Treasury regulations thereunder, the relevant
                           terms and provisions of section 414(q) of the Code
                           and the Treasury regulations thereunder shall govern
                           and control. Notwithstanding the above, the Company
                           may apply the top paid group election permitted by
                           section 414(q) of the Code.

         (bb)     HOUR OF SERVICE: Each hour for which an individual is directly
                  or indirectly paid, or entitled to payment, by the Employer or
                  a Controlled Entity for the performance of duties.

         (cc)     IBP PARTICIPANT: IBP Participant means any employee that is
                  participating in the Company's Annual Incentive Bonus Plan and
                  is assigned an employment classification of D3 or higher, as
                  determined by the Company.

         (dd)     INVESTMENT FUND: Investment funds made available from time to
                  time by the Committee for the investment of Plan assets as
                  described in Article V.

         (ee)     LEASED EMPLOYEE: Each person who is not an employee of the
                  Employer or a Controlled Entity but who performs services for
                  the Employer or a Controlled Entity pursuant to an agreement
                  (oral or written) between the Employer or a Controlled Entity
                  and any leasing organization, provided that such person has
                  performed such services for the Employer or a Controlled
                  Entity or for related persons (within the meaning of section
                  144(a)(3) of the Code) on a substantially full-time basis for
                  a period of at least one year and such services are performed
                  under primary direction or control by the Employer or a
                  Controlled Entity.

         (ff)     LIMITATION YEAR: The Limitation Year is equal to the Plan
                  Year.

         (gg)     NORMAL RETIREMENT DATE: The date a Participant attains the age
                  of sixty-five.

         (hh)     PARTICIPANT: Each individual who (i) has met the eligibility
                  requirements for participation in the Plan pursuant to Article
                  II or (ii) has made a Rollover Contribution in accordance with
                  Section 3.7, but only to the extent provided in Section 3.7.




                                      -6-
   14



         (ii)     PERIOD OF SERVICE: Each period of an individual's Service
                  commencing on his Employment Commencement Date or Reemployment
                  Commencement Date, if applicable, and ending on a Severance
                  from Service Date. Notwithstanding the foregoing:

                  (1)      A period during which an individual is absent from
                           Service by reason of the individual's pregnancy, the
                           birth of a child of the individual, the placement of
                           a child with the individual in connection with the
                           adoption of such child by the individual, or for the
                           purposes of caring for such child for the period
                           immediately following such birth or placement shall
                           not constitute a Period of Service between the first
                           and second anniversary of the first date of such
                           absence or during any subsequent period.

                  (2)      A Period of Service shall also include any period
                           required to be credited as a Period of Service by
                           federal law, but only under the conditions and to the
                           extent so required by such federal law.

                  (3)      If an individual terminates his Service (at a time
                           other than during a leave of absence) and
                           subsequently resumes his Service, if his Reemployment
                           Commencement Date is within twelve months of his
                           Severance from Service Date, such Period of Severance
                           shall be treated as a Period of Service.

                  (4)      If an individual terminates his Service during a
                           leave of absence and subsequently resumes his
                           Service, if his Reemployment Commencement Date is
                           within twelve months of the beginning of such leave
                           of absence, such Period of Severance shall be treated
                           as a Period of Service.

                  (5)      The Committee, in its discretion, may credit an
                           individual with Period(s) of Service for
                           "pre-participation service" (within the meaning of
                           Treasury Regulation Section
                           1.401(a)(4)-11(d)(3)(ii)(A)), but only if (i) such
                           pre-participation service would not otherwise be
                           credited as a Period of Service and (ii) such
                           crediting of Period(s) of Service (A) has a
                           legitimate business reason, (B) does not by design or
                           operation discriminate significantly in favor of
                           Highly Compensated Employees, and (C) is applied to
                           all similarly situated employees. Moreover, the
                           Committee, in its discretion, may credit an
                           individual with Period(s) of Service for "imputed
                           service" (within the meaning of Treasury regulation
                           Section 1.401(a)(4)-11(d)(3)(ii)(B)), but only if (i)
                           such imputed service would not otherwise be credited
                           as a Period of Service, (ii) such crediting of
                           Period(s) of Service (A) has a legitimate business
                           reason, (B) does not by design or operation
                           discriminate significantly in favor of Highly
                           Compensated Employees, and (C) is applied to all
                           similarly situated employees, and (iii) the
                           individual has not permanently ceased to perform
                           services as an employee of the Employer or a
                           Controlled Entity, provided



                                      -7-
   15



                           that clause (iii) of this sentence shall not apply if
                           (A) the individual is not performing services for the
                           Employer or a Controlled Entity because of a
                           disability, (B) the individual is performing services
                           for another employer under an arrangement that
                           provides some ongoing business benefit to the
                           Employer or a Controlled Entity, or (C) for purposes
                           of vesting and accrual, the individual is performing
                           service for another employer which is being treated
                           under the Plan as actual service with the Employer or
                           a Controlled Entity.

                  (6)      In the event that the Plan constitutes a plan of a
                           predecessor employer within the meaning of section
                           414(a) of the Code, service for such predecessor
                           employer shall be treated as a Period of Service to
                           the extent required by section 414(a) of the Code.

         (jj)     PERIOD OF SEVERANCE: Each period of time commencing on an
                  individual's Severance from Service Date and ending on a
                  Reemployment Commencement Date.

         (kk)     PLAN: The Dell Computer Corporation 401(k) Plan, as amended
                  from time to time.

         (ll)     PLAN YEAR: The twelve-consecutive month period commencing
                  January 1 of each year.

         (mm)     REEMPLOYMENT COMMENCEMENT DATE: The first date on which an
                  individual performs an Hour of Service following a Severance
                  from Service Date.

         (nn)     ROLLOVER CONTRIBUTION ACCOUNT: An individual account for an
                  Eligible Employee, which is credited with the Rollover
                  Contributions of such Employee.

         (oo)     ROLLOVER CONTRIBUTIONS: Contributions made by an Eligible
                  Employee pursuant to Section 3.7.

         (pp)     SALARY REDUCTION CONTRIBUTION ACCOUNT: An individual account
                  for each Participant, which is credited with any Salary
                  Reduction Contributions made by the Employer on such
                  Participant's behalf and any Employer Fail Safe Contributions
                  made on such Participant's behalf pursuant to Section 3.4 to
                  satisfy the restrictions set forth in Subsection 3.1(e).

         (qq)     SALARY REDUCTION CONTRIBUTIONS: Contributions made to the Plan
                  by the Employer on a Participant's behalf in accordance with
                  the Participant's elections to defer Considered Compensation
                  or Bonus under the Plan's qualified cash or deferred
                  arrangement as described in Section 3.1.

         (rr)     SERVICE: The period of an individual's employment with the
                  Employer or a Controlled Entity (but only for periods of
                  employment while the entity is a Controlled Entity).



                                      -8-
   16



         (ss)     SEVERANCE FROM SERVICE DATE: The first date on which an
                  individual terminates his Service following his Employment
                  Commencement Date or Reemployment Commencement Date, if
                  applicable. Notwithstanding the foregoing, the Severance from
                  Service Date of an individual who is absent from Service by
                  reason of pregnancy, the birth of a child, the placement of a
                  child with the individual in connection with the adoption of
                  such child by the individual, or for purposes of caring for
                  such child for the period immediately following such birth or
                  placement shall be the second anniversary of the first date of
                  such absence. The Severance from Service Date of an individual
                  who is absent from Service due to an authorized leave of
                  absence and who does not recommence Service at the end of such
                  leave of absence shall be the first date on which the leave of
                  absence commenced.

         (tt)     TRUST: The trust(s) established under the Trust Agreement(s)
                  to hold and invest contributions made under the Plan and
                  income thereon, and from which Plan benefits are distributed.

         (uu)     TRUST AGREEMENT: The agreement(s) entered into between the
                  Company and the Trustee establishing the Trust, as such
                  agreement(s) may be amended from time to time.

         (vv)     TRUST FUND: The funds and properties held pursuant to the
                  provisions of the Trust Agreement for the use and benefit of
                  the Participants, together with all income, profits, and
                  increments thereto.

         (ww)     TRUSTEE: The trustee or trustees qualified and acting under
                  the Trust Agreement at any time.

         (xx)     VALUATION DATE: Each day that the New York Stock Exchange is
                  open for business.

         (yy)     VESTED INTEREST: The percentage of a Participant's Accounts
                  that, pursuant to the Plan, is nonforfeitable.

         (zz)     VESTING SERVICE: The measure of service used in determining a
                  Participant's Vested Interest as determined in accordance with
                  Section 7.4.

1.2      NUMBER AND GENDER. Wherever appropriate herein, words used in the
         singular shall be considered to include the plural, and words used in
         the plural shall be considered to include the singular. The masculine
         gender, where appearing in the Plan, shall be deemed to include the
         feminine gender.

1.3      HEADINGS. The headings of Articles and Sections herein are included
         solely for convenience, and if there is any conflict between such
         headings and the text of the Plan, the text shall control.

1.4      CONSTRUCTION. It is intended that the Plan be qualified within the
         meaning of section 401(a) of the Code and that the Trust be tax exempt
         under section 501(a) of the Code, and all provisions herein shall be
         construed in accordance with such intent.



                                      -9-
   17



1.5      PROFIT SHARING PLAN. The Plan is intended to qualify as a profit
         sharing plan for purposes of sections 401(a), 402, 412, and 417 of the
         Code. Contributions to this Plan are not dependent on profits by an
         Employer.



                                      -10-
   18



                                       II.
                                  PARTICIPATION

2.1      PARTICIPATION.

         (a)      Each Eligible Employee shall be eligible to become a
                  Participant in the Plan upon the date coincident with such
                  Eligible Employee's Employment Commencement Date.

         (b)      Notwithstanding Subsection 2.1(a), an Eligible Employee who
                  was a Participant in the Plan on the day prior to the
                  Effective Date shall remain a Participant in this restatement
                  thereof as of the Effective Date.

         (c)      The following groups of Employees are not eligible to
                  participate in the Plan:

                  (1)      An Employee whose terms and conditions of employment
                           are governed by a collective bargaining agreement,
                           unless such agreement provides for his coverage under
                           the Plan;

                  (2)      A nonresident alien who receives no earned income
                           from an Employer that constitutes income from sources
                           within the United States unless otherwise
                           specifically covered by a participating entity
                           pursuant to the provisions of Article XV;

                  (3)      An individual who is a Leased Employee or who would
                           be a Leased Employee but for the fact that he has not
                           performed services on a substantially full-time basis
                           for a period of at least one year;

                  (4)      Any employee that is not included on the payroll
                           records of the Company or a Controlled Entity as a
                           common law employee or is otherwise classified or
                           treated by an Employer as an independent contractor
                           or other non-common law employee, and it is expressly
                           intended that such individuals are to be excluded
                           from Plan participation even if a court or
                           administrative agency determines that such
                           individuals are common law employees; or

                  (5)      Any individual on the payroll of Spherion
                           Corporation.


2.2      AUTOMATIC ENROLLMENT. Each Eligible Employee shall automatically become
         a Participant upon the date on which he first becomes eligible under
         the provisions of Section 2.1.

2.3      CESSATION OF PARTICIPATION.

         (a)      Except as provided in Subsections 2.3(b) and 2.3(c), a
                  Participant shall continue to be a Participant so long as (and
                  only so long as) he maintains a balance in any of his
                  Accounts.



                                      -11-
   19



         (b)      A Participant who ceases to be an Eligible Employee but
                  remains an Employee shall continue to be a Participant, but,
                  on and after the date he ceases to be an Eligible Employee, he
                  shall no longer be entitled to make deferrals hereunder or
                  share in allocations of Employer Contributions unless and
                  until he shall again become an Eligible Employee.

         (c)      A Participant who ceases to be an Employee shall remain a
                  Participant as long as he has any balance is his Accounts, but
                  he shall not be entitled to actively participate in the Plan
                  except as otherwise specifically provided herein.

2.4      SUSPENSION OF PARTICIPATION REQUIREMENTS. In the event that, after
         application of Section 3.3(b), the group of Employees covered by the
         Plan do not satisfy the ratio percentage test in accordance with
         section 410(b) of the Code, certain employees of Spherion Corporation
         who provide services to Dell (the "Spherion Employees") shall be
         permitted to participate the Plan as described below. The participation
         requirements will be suspended, beginning first with the Spherion
         Employee(s) with the lowest Compensation during the Plan Year, and
         continuing to suspend in ascending order the participation requirements
         for each Spherion Employee with a higher level of Compensation, from
         the lowest to the highest Compensation level, until the Plan satisfies
         section 410(b)(1) of the Code. If two or more Spherion Employees have
         the same Compensation, the Plan will suspend the participation
         requirements for all such Spherion Employees, irrespective of whether
         the Plan can satisfy section 410(b)(1)of the Code by accruing benefits
         for fewer than all such Spherion Employees. If the Plan suspends the
         participation requirements for a Spherion Employee, that Employee will
         share in the allocation of Employer contributions and Participant
         forfeitures, if any, in accordance with the following:

         (a)      In addition to the Employer Retirement Savings Contribution
                  provided for in Subsections 3.3(a) and (b), the Employer may
                  make an Employer Retirement Savings Contribution to the
                  Employer Retirement Savings Contribution sub-account of each
                  Spherion Employee permitted to Participate in the Plan
                  pursuant to Subsection 2.4 in accordance with Subsection
                  3.3(a);

         (b)      In addition to the Employer Fail Safe Contribution provided
                  for in Section 3.4, the Employer may make an additional
                  Employer Fail Safe Contribution to the Employer Fail Safe
                  Contribution sub-account of each Spherion Employee permitted
                  to Participate in the Plan pursuant to Subsection 2.4 in an
                  amount determined by multiplying the Employee's Compensation
                  by the "average deferral percentage" (as defined in Subsection
                  3.1(f) ) of all other Participants in the Plan; and

         (c)      In addition to the Employer Matching Contribution provided for
                  in Section 3.2, the Employer may make an Employer Matching
                  Contribution to the Employer Matching Contribution sub-account
                  of each Spherion Employee permitted to Participate in the Plan
                  pursuant to section 2.4 of the Plan in an amount determined by
                  multiplying the Employee's Compensation by the "average
                  contribution percentage" (as defined in Subsection 3.2(d)) of
                  all other Participants in the Plan.



                                      -12-
   20



                                      III.
                                  CONTRIBUTIONS

3.1      SALARY REDUCTION CONTRIBUTIONS.

         (a)      A Participant shall elect to defer an integral percentage from
                  0% to 15% (or such lesser percentage as may be prescribed from
                  time to time by the Committee) of his Considered Compensation
                  for a Plan Year by having the Employer contribute the amount
                  so deferred to the Plan.

         (b)      Notwithstanding the preceding, an IBP Participant must make a
                  separate election to defer an integral percentage from 0% to
                  15% (or such lesser percentage as may be prescribed from time
                  to time by the Committee) of his Bonus, if any, by having the
                  Employer contribute the amount so deferred to the Plan.

         (c)      A Participant's election to defer an amount of his Considered
                  Compensation and Bonus, if any, shall be made by authorizing
                  his Employer, in the manner prescribed by the Committee, to
                  reduce his Considered Compensation and Bonus, if any, in the
                  elected amount, and the Employer, in consideration thereof,
                  agrees to contribute an equal amount to the Plan. A
                  Participant's election made pursuant to this Subsection shall
                  be implemented as soon as administratively practicable after
                  such election is made.

                  A Participant's Considered Compensation deferral election
                  shall remain in force and effect for all periods following its
                  implementation until modified in accordance with Subsection
                  3.1(c) or canceled in accordance with Subsection 3.1(d) or
                  until such Participant ceases to be an Eligible Employee. A
                  Participant's Bonus deferral election shall remain in force
                  and effect until the end of the Plan Year for which such
                  election was made unless earlier modified in accordance with
                  Subsection 3.1(c) or canceled in accordance with Subsection
                  3.1(d) or until such Participant ceases to be an Eligible
                  Employee. Considered Compensation and Bonus for a Plan Year
                  not so deferred by a Participant shall be received by such
                  Participant in cash.

         (d)      A Participant may change his deferral election percentage,
                  effective (i) as soon as administratively feasible, in the
                  case of Considered Compensation deferrals, and (ii) the next
                  following Bonus payment date, in the case of Bonus deferrals,
                  in each case by communicating such new deferral election
                  percentage to his Employer in the manner and within the time
                  period prescribed by the Committee.

         (e)      A Participant may cancel his Considered Compensation deferral
                  election, effective as of the first day of any pay period, and
                  his Bonus deferral election, effective as of the next
                  following Bonus payment date, in each case by communicating
                  such cancellation to his Employer in the manner and within the
                  time period prescribed by the Committee. A Participant who so
                  cancels his deferral election may resume deferrals, effective
                  as of (i) the first day of any subsequent pay period in the
                  case of Considered Compensation deferrals and (ii) the next
                  following Bonus payment date in the case of Bonus deferrals,
                  in each case by communicating his new deferral election to his
                  Employer in the manner and within the time period prescribed
                  by the Committee.



                                      -13-
   21



         (f)      In restriction of the Participants' elections, the Salary
                  Reduction Contributions and the elective deferrals (within the
                  meaning of section 402(g)(3) of the Code) under all other
                  plans, contracts, and arrangements of the Employer on behalf
                  of any Participant for any calendar year shall not exceed
                  $10,500 (with such amount to be adjusted automatically to
                  reflect any cost-of-living adjustments authorized by section
                  402(g)(5) of the Code).

         (g)      In further restriction of the Participants' elections, it is
                  specifically provided that one of the "actual deferral
                  percentage" tests set forth in section 401(k)(3) of the Code
                  and the Treasury regulations thereunder must be met in each
                  Plan Year with respect to which the Plan does not satisfy the
                  alternative method of satisfying the nondiscrimination
                  requirements as set forth in section 401(k)(12) of the Code.
                  Such testing shall utilize the prior year testing method as
                  such term is defined in Internal Revenue Service Notice 98-1.
                  If multiple use of the alternative limitation (within the
                  meaning of section 401(m)(9) of the Code and Treasury
                  regulation Section 1.401(m)-2(b)) occurs during a Plan Year,
                  such multiple use shall be corrected in accordance with the
                  provisions of Treasury regulation Section 1.401(m)-2(c);
                  provided, however, that if such multiple use is not eliminated
                  by making Employer Fail Safe Contributions, then the "actual
                  contribution percentages" of all Highly Compensated Employees
                  participating in the Plan shall be reduced, and the excess
                  contributions distributed, in accordance with the provisions
                  of Subsection 3.6(c) and applicable Treasury regulations, so
                  that there is no such multiple use.

         (h)      If the Committee determines that a reduction of the Considered
                  Compensation or Bonus deferral elections made pursuant to
                  Subsection 3.1(a), 3.1(c), or 3.1(d) is necessary to ensure
                  that the restrictions set forth in Subsection 3.1(e) or 3.1(f)
                  are met for any Plan Year, the Considered Compensation or
                  Bonus deferral elections made pursuant to Subsections 3.1(a),
                  3.1(c), and 3.1(d) of affected Participants may be reduced by
                  the Committee on a temporary and prospective basis in such
                  manner as the Committee shall determine.

         (i)      As soon as administratively feasible following (i) the end of
                  each pay period (in the case of deferrals of Considered
                  Compensation) and (ii) the Bonus payment date (in the case of
                  deferrals of Bonus) but no later than the time required by
                  applicable law, the Employer shall contribute to the Trust, as
                  Salary Reduction Contributions with respect to each
                  Participant, an amount equal to the amount of Considered
                  Compensation and Bonus deferred, pursuant to Subsection 3.1(a)
                  (as adjusted pursuant to Subsection 3.1(g)), by such
                  Participant during such period.

3.2      EMPLOYER MATCHING CONTRIBUTIONS.

         (a)      For each pay period, the Employer shall contribute to the
                  Trust, as Employer Matching Contributions, an amount that
                  equals 100% of the Salary Reduction Contributions that were
                  made pursuant to Section 3.1 on behalf of each of the
                  Participants during such pay period and that were not in
                  excess of 3% of each such Participant's Considered
                  Compensation and Bonus, as applicable, for such pay period.



                                      -14-
   22



         (b)      In addition to the Employer Matching Contributions made
                  pursuant to Subsection 3.2(a), for each calendar quarter the
                  Employer may in its discretion contribute to the Trust an
                  additional Employer Matching Contribution on behalf of each
                  Participant who is an Eligible Employee on the last day of
                  such calendar quarter. The additional Employer Matching
                  Contribution made pursuant to this Subsection shall be an
                  amount that equals the difference, if any, between (i) 100% of
                  the total Salary Reduction Contributions made pursuant to
                  Section 3.1 on behalf of each Participant for the current and
                  all prior calendar quarters in the current Plan Year not in
                  excess of 3% of each such Participant's total Considered
                  Compensation and Bonus for the current and all prior calendar
                  quarters in the current Plan Year and (ii) the total Employer
                  Matching Contributions made on behalf of such Participant for
                  the current pay period and all prior pay periods in the
                  current Plan Year (pursuant to Subsection 3.2(a)) and for all
                  prior calendar quarters in the Plan Year (pursuant to this
                  Subsection).

         (c)      In restriction of the Employer Matching Contributions
                  hereunder, it is specifically provided that one of the "actual
                  contribution percentage" tests or alternative methods of
                  satisfying such tests set forth in section 401(m) of the Code
                  and the Treasury regulations thereunder must be met in each
                  Plan Year. Such testing shall utilize the prior year testing
                  method as such term is defined in Internal Revenue Service
                  Notice 98-1. The Committee may elect, in accordance with
                  applicable Treasury regulations, to treat Salary Reduction
                  Contributions to the Plan as Employer Matching Contributions
                  for purposes of meeting this requirement.

3.3      EMPLOYER RETIREMENT SAVINGS CONTRIBUTIONS.

         (a)      For each Plan Year, the Employer in its discretion may
                  contribute to the Trust an Employer Retirement Savings
                  Contribution on behalf of each Participant who either (i) was
                  employed by the Employer on the last day of such Plan Year or
                  (ii) terminated employment with the Employer during such Plan
                  Year on or after his Normal Retirement Date or by reason of
                  death or total and permanent disability (as defined in Section
                  7.2) during such Plan Year. The Employer Retirement Savings
                  Contribution made pursuant to this Subsection 3.3(a) shall
                  equal a percentage (selected by and in the discretion of the
                  Employer) of the Compensation of each such eligible
                  Participant for such Plan Year or any amount as determined by
                  the Employer in its discretion.

         (b)      For each Plan Year, the Employer in its discretion may
                  contribute to the Trust an Employer Retirement Savings
                  Contribution on behalf of certain Participants who are not
                  Highly Compensated Employees for such Plan Year as described
                  below. The Employer Retirement Savings Contribution made
                  pursuant to this Subsection 3.3(b) shall equal an amount as
                  determined by the Employer in its discretion. Any amounts
                  contributed pursuant to this Subsection 3.3(b) shall be
                  allocated in



                                      -15-
   23



                  accordance with Subsection 4.2(c). The Employer Retirement
                  Savings Contribution will be made by suspending the accrual
                  requirements for Includable Employees who are Participants,
                  beginning first with the Includable Employee(s) employed with
                  the Employer on the last day of the Plan Year, then the
                  Includable Employee(s) who have the latest Separation from
                  Service during the Plan Year, and continuing to suspend in
                  descending order the accrual requirements for each Includable
                  Employee who incurred an earlier Separation from Service, from
                  the latest to the earliest separation from service date, until
                  the Plan satisfies the section 410(b)(1) of the Code coverage
                  test for the Plan Year. If two or more Includable Employees
                  have a separation from service on the same day, the Committee
                  will suspend the accrual requirements for all such Includable
                  Employees, irrespective of whether the Plan can satisfy the
                  section 410(b)(1) of the Code coverage test by accruing
                  benefits for fewer than all such Includable Employees. If the
                  Plan suspends the accrual requirements for an Includable
                  Employee, that Employee will share in the allocation of
                  Employer contributions and Participant forfeitures, if any,
                  without regard to the Service he has earned for the Plan Year
                  and without regard to whether he is employed by the Employer
                  on the last day of the Plan Year. This suspension of accrual
                  requirements applies separately to the section 401(m) of the
                  Code portion of the Plan, and the Committee will treat an
                  Employee as benefiting under that portion of the Plan if the
                  Employee is an Eligible Employee for purposes of the section
                  401(m) of the Code nondiscrimination test. "Includable
                  Employees" are all Employees that are not Highly Compensated
                  Employees other than: (a) those Employees excluded from
                  participating in the Plan for the entire Plan Year by reason
                  of the collective bargaining unit exclusion or the nonresident
                  alien exclusion or by reason of the participation requirements
                  Article II and (b) any Employee who incurs a separation from
                  service during the Plan Year.

3.4      EMPLOYER FAIL SAFE CONTRIBUTIONS.

         (a)      In addition to the Employer Matching Contributions made
                  pursuant to Section 3.2 and the Employer Retirement Savings
                  Contribution made pursuant to Section 3.3, for each Plan Year
                  the Employer in its discretion may contribute to the Trust as
                  a "fail safe contribution" for such Plan Year the amounts
                  necessary to cause the Plan to satisfy the restrictions set
                  forth in Subsection 3.1(e) (with respect to certain
                  restrictions on Salary Reduction Contributions) and Subsection
                  3.2(c) (with respect to certain restrictions on Employer
                  Matching Contributions). Amounts contributed in order to
                  satisfy the restrictions set forth in Subsection 3.1(f) shall
                  be considered "qualified matching contributions" (within the
                  meaning of Treasury regulation Section 1.401(k)-1(g)(13)) for
                  purposes of such Subsection, and amounts contributed in order
                  to satisfy the restrictions set forth in Subsection 3.2(c)
                  shall be considered Employer Matching Contributions for
                  purposes of the Plan. Any amounts contributed pursuant to this
                  Section shall be allocated in accordance with Subsections
                  4.2(e) and 4.2(f).

3.5      RETURN OF CONTRIBUTIONS. Anything to the contrary herein
         notwithstanding, the Employer's contributions to the Plan are
         contingent upon the deductibility of such contributions under section
         404 of the Code. To the extent that a deduction for



                                      -16-
   24



         contributions is disallowed, such contributions shall, upon the written
         demand of the Employer, be returned to the Employer by the Trustee
         within one year after the date of disallowance, reduced by any net
         losses of the Trust Fund attributable thereto but not increased by any
         net earnings of the Trust Fund attributable thereto, which net earnings
         shall be treated as a forfeiture. Moreover, if Employer contributions
         are made under a mistake of fact, such contributions shall, upon the
         written demand of the Employer, be returned to the Employer by the
         Trustee within one year after the payment thereof, reduced by any net
         losses of the Trust Fund attributable thereto but not increased by any
         net earnings of the Trust Fund attributable thereto, which net earnings
         shall be treated as a forfeiture.

3.6      DISPOSITION OF EXCESS DEFERRALS AND EXCESS CONTRIBUTIONS.

         (a)      Anything to the contrary herein notwithstanding, any (i)
                  Salary Reduction Contributions to the Plan for a calendar year
                  on behalf of a Participant in excess of the limitations set
                  forth in Subsection 3.1(e) and (ii) "excess deferrals" from
                  other plans that are allocated to the Plan by such Participant
                  no later than March 1 of the next following calendar year
                  within the meaning of, and pursuant to the provisions of,
                  section 402(g)(2) of the Code shall be distributed to such
                  Participant not later than April 15 of the next following
                  calendar year.

         (b)      Anything to the contrary herein notwithstanding, if for any
                  Plan Year the aggregate Salary Reduction Contributions made by
                  the Employer on behalf of Highly Compensated Employees exceeds
                  the maximum amount of Salary Reduction Contributions permitted
                  on behalf of such Highly Compensated Employees pursuant to
                  Subsection 3.1(f), such excess (determined by reducing Salary
                  Reduction Contributions on behalf of Highly Compensated
                  Employees in order of the highest dollar amounts contributed
                  on behalf of such Highly Compensated Employees in accordance
                  with section 401(k)(8)(C) of the Code and the Treasury
                  regulations thereunder) shall be distributed to the Highly
                  Compensated Employees on whose behalf such excess was
                  contributed before the end of the next following Plan Year.

         (c)      Anything to the contrary herein notwithstanding, if, for any
                  Plan Year, the aggregate Employer Matching Contributions
                  allocated to the Accounts of Highly Compensated Employees
                  exceeds the maximum amount of such Employer Matching
                  Contributions permitted on behalf of such Highly Compensated
                  Employees pursuant to Subsection 3.2(c), such excess
                  (determined by reducing Employer Matching Contributions made
                  on behalf of Highly Compensated Employees in order of the
                  highest dollar amounts contributed on behalf of such Highly
                  Compensated Employees in accordance with section 401(m)(6)(C)
                  of the Code and Treasury regulations thereunder) shall be
                  distributed to the Highly Compensated Employees on whose
                  behalf such excess contributions were made (or, if such excess
                  contributions are forfeitable, they shall be forfeited) before
                  the end of the next following Plan Year.



                                      -17-
   25



         (d)      In coordinating the disposition of excess deferrals and excess
                  contributions pursuant to this Section, such excess deferrals
                  and excess contributions shall be disposed of in the following
                  order:

                  (1)      First, Salary Reduction Contributions that constitute
                           excess deferrals described in Subsection 3.6(a) that
                           are not considered in determining the amount of
                           Employer Matching Contributions pursuant to Section
                           3.2 shall be distributed;

                  (2)      Next, excess Salary Reduction Contributions that
                           constitute excess deferrals described in Subsection
                           3.6(a) that are considered in determining the amount
                           of Employer Matching Contributions pursuant to
                           Section 3.2 shall be distributed, and the Employer
                           Matching Contributions with respect to such excess
                           Salary Reduction Contributions shall be forfeited;

                  (3)      Next, excess Salary Reduction Contributions described
                           in Subsection 3.6(b) that are not considered in
                           determining the amount of Employer Matching
                           Contributions pursuant to Section 3.2 shall be
                           distributed;

                  (4)      Next, excess Salary Reduction Contributions described
                           in Subsection 3.6(b) that are considered in
                           determining the amount of Employer Matching
                           Contributions pursuant to Section 3.2 shall be
                           distributed, and the Employer Matching Contributions
                           with respect to such excess Salary Reduction
                           Contributions shall be forfeited; and

                  (5)      Finally, excess Employer Matching Contributions
                           described in Subsection 3.6(c) shall be distributed
                           (or, if forfeitable, forfeited).

         (e)      Any distribution or forfeiture of excess deferrals or excess
                  contributions pursuant to the provisions of this Section shall
                  be adjusted for income or loss allocated thereto in the manner
                  determined by the Committee in accordance with any method
                  permissible under applicable Treasury regulations. Any
                  forfeiture pursuant to the provisions of this Section shall be
                  considered to have occurred on the date that is 2 1/2 months
                  after the end of the Plan Year.

3.7      ROLLOVER CONTRIBUTIONS.

         (a)      Qualified Rollover Contributions may be made to the Plan by
                  any Eligible Employee of amounts received by such Eligible
                  Employee from certain individual retirement accounts or
                  annuities or from an employees' trust described in section
                  401(a) of the Code, which is exempt from tax under section
                  501(a) of the Code, but only if any such Rollover Contribution
                  is an "eligible rollover distribution" within the meaning of
                  section 402(f)(2)(A) of the Code and is made pursuant to and
                  in accordance with applicable provisions of the Code and
                  Treasury regulations promulgated thereunder. A Rollover
                  Contribution of such eligible rollover distribution may be
                  made to the Plan irrespective of whether such eligible
                  rollover distribution was paid to the Eligible Employee or
                  paid to the Plan as a "direct" Rollover Contribution. A direct
                  Rollover Contribution to the Plan may be effectuated only by
                  wire transfer directed to the Trustee or by issuance of a



                                      -18-
   26



                  check made payable to the Trustee that is negotiable only by
                  the Trustee and that identifies the Eligible Employee for
                  whose benefit the Rollover Contribution is being made. Any
                  Eligible Employee desiring to effect a Rollover Contribution
                  to the Plan must execute and file with the Committee the form
                  prescribed by the Committee for such purpose. The Committee
                  may require as a condition to accepting any Rollover
                  Contribution that such Eligible Employee furnish any evidence
                  that the Committee in its discretion deems satisfactory to
                  establish that the proposed Rollover Contribution is in fact
                  eligible for rollover to the Plan and is made pursuant to and
                  in accordance with applicable provisions of the Code and
                  Treasury regulations. All Rollover Contributions to the Plan
                  must be made in cash.

         (b)      An Eligible Employee who has made a Rollover Contribution in
                  accordance with this Section, but who has not otherwise become
                  a Participant in the Plan in accordance with Article II, shall
                  become a Participant coincident with such Rollover
                  Contribution; provided, however, that such Participant shall
                  not have a right to make deferrals or have Employer
                  Contributions made on his behalf until he has otherwise
                  satisfied the requirements imposed by Article II.



                                      -19-
   27



                                       IV.
                           ALLOCATIONS AND LIMITATIONS


4.1      SUSPENDED AMOUNTS. All contributions, forfeitures, and the net income
         or net loss of the Trust Fund shall be held in suspense until allocated
         or applied as provided herein.

4.2      ALLOCATION OF CONTRIBUTIONS TO ACCOUNTS.

         (a)      Salary Reduction Contributions made by the Employer on a
                  Participant's behalf pursuant to Section 3.1 shall be
                  allocated to such Participant's Salary Reduction Contribution
                  Account.

         (b)      The Employer Matching Contributions made pursuant to
                  Subsections 3.2(a) and 3.2(b) shall be allocated to the
                  Employer Contribution Accounts of the Participants for whom
                  such contributions were made.

         (c)      The Employer Retirement Savings Contribution, if any, made
                  pursuant to Section 3.3 for a Plan Year shall be allocated to
                  the Employer Contribution Accounts of the Participants
                  eligible to receive an allocation of such contribution. The
                  allocation to each such eligible Participant's Employer
                  Contribution Account shall be (i) in the case of the Employer
                  Retirement Savings Contribution made pursuant to Subsection
                  3.3(a), the portion of such Employer Retirement Savings
                  Contribution that is in the same proportion that such
                  Participant's Compensation for such Plan Year bears to the
                  total of all such eligible Participants' Compensation for such
                  Plan Year and (ii) in the case of the Employer Retirement
                  Savings Contribution made pursuant to Subsection 3.3(b), the
                  amount of such Employer Retirement Savings Contribution made
                  on behalf of such Participant in accordance with Subsection
                  3.3(b).

         (d)      The Employer Fail Safe Contribution, if any, made pursuant to
                  Section 3.4 for a Plan Year in order to satisfy the
                  restrictions set forth in Subsection 3.1(f) shall be allocated
                  to the Salary Reduction Contribution Accounts of Participants
                  who (i) received an allocation of Salary Reduction
                  Contributions for such Plan Year and (ii) were not Highly
                  Compensated Employees for such Plan Year (with each such
                  Participant individually hereinafter referred to as an
                  "Eligible Participant" for purposes of this Subsection). Such
                  allocation shall be made, first, to the Salary Reduction
                  Contribution Account of the Eligible Participant who received
                  the least amount of Compensation for such Plan Year until the
                  limitation set forth in Section 4.6 has been reached as to
                  such Eligible Participant, then to the Salary Reduction
                  Contribution Account of the Eligible Participant who received
                  the next smallest amount of Compensation for such Plan Year
                  until the limitation set forth in Section 4.6 has been reached
                  as to such Eligible Participant, and continuing in such manner
                  until the Employer Fail Safe Contribution for such Plan Year
                  has been completely allocated or the limitation set forth in
                  Section 4.6 has been reached as to all Eligible Participants.
                  Any remaining Employer Fail Safe Contribution for such Plan
                  Year shall be allocated among the Salary Reduction



                                      -20-
   28



                  Contribution Accounts of all Participants who were Eligible
                  Employees during such Plan Year, with the allocation to each
                  such Participant's Salary Reduction Contribution Account being
                  the portion of such remaining Employer Fail Safe Contribution
                  which is in the same proportion that such Participant's
                  Compensation for such Plan Year bears to the total of all such
                  Participants' Compensation for such Plan Year.

         (e)      The Employer Fail Safe Contribution, if any, made pursuant to
                  Section 3.4 for a Plan Year in order to satisfy the
                  restrictions set forth in Subsection 3.2(c) shall be allocated
                  to the Employer Contribution Accounts of Participants who (i)
                  received an allocation of Employer Matching Contributions for
                  such Plan Year and (ii) were not Highly Compensated Employees
                  for such Plan Year (with each such Participant individually
                  hereinafter referred to as an "Eligible Participant" for
                  purposes of this Subsection). Such allocation shall be made,
                  first, to the Employer Contribution Account of the Eligible
                  Participant who received the least amount of Compensation for
                  such Plan Year until the limitation set forth in Section 4.6
                  has been reached as to such Eligible Participant, then to the
                  Employer Contribution Account of the Eligible Participant who
                  received the next smallest amount of Compensation for such
                  Plan Year until the limitation set forth in Section 4.6 has
                  been reached as to such Eligible Participant, and continuing
                  in such manner until the Employer Fail Safe Contribution for
                  such Plan Year has been completely allocated or the limitation
                  set forth in Section 4.6 has been reached as to all Eligible
                  Participants. Any remaining Employer Fail Safe Contribution
                  for such Plan Year shall be allocated among the Employer
                  Contribution Accounts of all Participants who were Eligible
                  Employees during such Plan Year, with the allocation to each
                  such Participant's Employer Contribution Account being the
                  portion of such remaining Employer Fail Safe Contribution
                  which is in the same proportion that such Participant's
                  Compensation for such Plan Year bears to the total of all such
                  Participants' Compensation for such Plan Year.

         (f)      If an Employer Fail Safe Contribution is made in order to
                  satisfy the restrictions set forth in both Subsection 3.1(f)
                  and Subsection 3.2(c) for the same Plan Year, the Employer
                  Fail Safe Contribution made in order to satisfy the
                  restrictions set forth in Subsection 3.1(f) shall be allocated
                  (pursuant to Subsection 4.2(f)) prior to allocating the
                  Employer Fail Safe Contribution made in order to satisfy the
                  restrictions set forth in Subsection 3.2(c) (pursuant to
                  Subsection 4.2(f)). In determining the application of the
                  limitations set forth in Section 4.6 to the allocations of
                  Employer Fail Safe Contributions, all Annual Additions (as
                  such term is defined in Section 4.6) to a Participant's
                  Accounts other than Employer Fail Safe Contributions shall be
                  considered allocated prior to Employer Fail Safe
                  Contributions.

4.3      TIME OF ALLOCATION OF CONTRIBUTIONS. All contributions to the Plan
         shall be considered allocated to Participants' Accounts when received
         by the Trustee, but no later than the last day of the Plan Year for
         which they were made, as determined pursuant to Article III, except
         that, for purposes of valuation of the Participants' Accounts under
         Section 4.5, contributions shall be considered allocated to
         Participants' Accounts only when received by the Trustee
         notwithstanding that this may be later than the last day of the Plan
         Year for which such contributions were made.



                                      -21-
   29



4.4      APPLICATION OF FORFEITURES. Any amounts that are forfeited under any
         provision hereof during a Plan Year shall be applied in the manner
         determined by the Committee to reduce Employer Contributions or to pay
         expenses incident to the administration of the Plan and Trust. Prior to
         such application, forfeited amounts shall be invested in the Investment
         Fund(s) designated from time to time by the Committee.

4.5      VALUATION OF ACCOUNTS. All amounts contributed to the Trust Fund shall
         be invested as soon as administratively feasible following their
         receipt by the Trustee, and the balance of each Account shall reflect
         the result of daily pricing of the assets in which such Account is
         invested from the time of receipt by the Trustee until the time of
         distribution. Such daily pricing shall include the valuation of assets
         of the Investment Funds in which each such Account is invested, the
         earnings and losses attributable to such Investment Fund allocable to
         each such Account, and the payment of any expenses or fees charged
         against each such Account. In the case of any contributions temporarily
         held in suspense pursuant to Section 4.1, any earnings (or losses)
         attributable to such contributions during such period of suspension
         shall be allocated to the Accounts of Participants receiving an
         allocation of such contributions under any reasonable allocation method
         determined by the Committee.

4.6      CODE SECTION 415 LIMITATIONS AND CORRECTIONS.

         (a)      Contrary Plan provisions notwithstanding, in no event shall
                  the Annual Additions credited to a Participant's Accounts for
                  any Limitation Year exceed the Maximum Annual Additions for
                  such Participant for such year. For purposes of determining
                  whether the Annual Additions under this Plan exceed the
                  limitations herein provided, all defined contribution plans of
                  the Employer are to be treated as one defined contribution
                  plan. In addition, all defined contribution plans of
                  Controlled Entities (as defined in Subsection 4.6(c)) shall be
                  aggregated for this purpose.

         (b)      If as a result of a reasonable error in estimating a
                  Participant's compensation, a reasonable error in determining
                  the amount of elective deferrals (within the meaning of
                  section 402(g)(3) of the Code) that may be made with respect
                  to any individual under the limits of section 415 of the Code,
                  or because of other limited facts and circumstances, the
                  Annual Additions that would be credited to a Participant's
                  Accounts for a Limitation Year would nonetheless exceed the
                  Maximum Annual Additions for such Participant for such year,
                  the excess Annual Additions that, but for this Section, would
                  have been allocated to such Participant's Accounts shall be
                  disposed of as follows:

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



                                      -22-
   30



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

                  (3)      Finally, any such excess Annual Additions in the form
                           of Employer Retirement Savings Contributions shall,
                           to the extent such amounts would otherwise have been
                           allocated to such Participant's Accounts, be treated
                           as a forfeiture.

                           If the Annual Additions credited to a Participant's
                           Accounts for any Limitation Year under this Plan plus
                           the additions credited on his behalf under other
                           defined contribution plans required to be aggregated
                           pursuant to this Subsection would exceed the Maximum
                           Annual Additions for such Participant for such
                           Limitation Year, the Annual Additions under this Plan
                           and the additions under such other plans shall be
                           reduced on a pro rata basis and allocated,
                           reallocated, or returned in accordance with
                           applicable plan provisions regarding Annual Additions
                           in excess of Maximum Annual Additions.

         (c)      For purposes of this Section, the following terms and phrases
                  when capitalized shall have these respective meanings:

                  (1)      ANNUAL ADDITIONS: With respect to a Participant for
                           any Limitation Year, the total of (i) the Employer
                           Contributions, Salary Reduction Contributions, and
                           forfeitures, if any, allocated to such Participant's
                           Accounts for such year, (ii) Participant's
                           contributions, if any, (excluding any Rollover
                           Contributions) for such year, and (iii) amounts
                           referred to in sections 415(l)(1) and 419A(d)(2) of
                           the Code.

                  (2)      CONTROLLED ENTITY: For purposes of this Section only,
                           a "Controlled Entity" as defined in Subsection
                           1.1(j), but excluding an affiliated service group
                           member within the meaning of section 414(m) of the
                           Code and determined by application of a more than a
                           50% control standard in lieu of an 80% control
                           standard.

                  (3)      MAXIMUM ANNUAL ADDITIONS: With respect to a
                           Participant for any Limitation Year, the lesser of
                           (i) $30,000 (with such amount to be adjusted
                           automatically to reflect any cost-of-living
                           adjustment authorized by section 415(d) of the Code)
                           or (ii) 25% of such Participant's Compensation during
                           such Limitation Year.



                                      -23-
   31



         (d)      If the Committee determines that a reduction of the Considered
                  Compensation and Bonus deferral elections, if any, made
                  pursuant to Section 3.1 is necessary to ensure that the
                  limitations set forth in this Section are met for any
                  Limitation Year, the Considered Compensation or Bonus deferral
                  elections of affected Participants made pursuant to Section
                  3.1 may be reduced by the Committee on a temporary and
                  prospective basis in such manner as the Committee shall
                  determine.



                                      -24-
   32



                                       V.
                             INVESTMENT OF ACCOUNTS

5.1      INVESTMENT OF ACCOUNTS BY PARTICIPANTS. Each Participant shall
         designate, in accordance with the following Subsections and the
         procedures established from time to time by the Committee, the manner
         in which the amounts allocated to each of his Accounts shall be
         invested among the Investment Funds made available from time to time by
         the Committee for this purpose.

         (a)      A Participant may designate one of such Investment Funds for
                  all amounts allocated to his Accounts, or he may split the
                  investment of such amounts among such Investment Funds in such
                  increments as the Committee may prescribe. If a Participant
                  fails to make a designation with respect to all or any of such
                  amounts, then such non-designated amounts shall be invested in
                  the Investment Fund or Investment Funds designated by the
                  Committee from time to time in a uniform and nondiscriminatory
                  manner.

         (b)      A Participant may (i) change his investment designation for
                  future contributions to be allocated to his Accounts or (ii)
                  convert his investment designation with respect to amounts
                  already allocated to his Accounts. Any such change shall be
                  made in accordance with the procedures established by the
                  Committee, and the frequency of such changes may be limited by
                  the Committee.

         Effective September 1, 2000, a Participant's "Accounts" for purposes of
         this Section 5.1 shall include all Accounts of the Participant.
         Effective for periods prior to September 1, 2000, a Participant's
         "Accounts" shall include only those Accounts of the Participant that
         are 100% vested.

5.2      RESTRICTION ON ACQUISITION OF COMPANY STOCK. Notwithstanding any other
         provision hereof, it is specifically provided that the Trustee shall
         not purchase Company Stock or other Company securities during any
         period in which such purchase is, in the opinion of counsel for the
         Company or the Committee, restricted by any law or regulation
         applicable thereto. During such period, amounts that would otherwise be
         invested in Company Stock or other Company securities pursuant to an
         investment designation shall be invested in such other assets as the
         Trustee may in its discretion determine, or the Trustee may hold such
         amounts uninvested for a reasonable period pending the purchase of such
         stock or securities.

5.3      PASS-THROUGH VOTING OF COMPANY STOCK. To the extent permitted by
         section 404(a) of ERISA, at each annual meeting and special meeting of
         the shareholders of the Company, a Participant may direct the voting of
         the number of whole shares of Company Stock attributable to his
         Accounts as of the Valuation Date coinciding with or, if none, next
         preceding the record date for such meeting. The Committee shall forward
         or cause to be forwarded to each such Participant copies of pertinent
         proxy solicitation materials provided by the Company together with a
         request for such Participant's confidential instructions as to the
         manner in which such shares are to be voted. The Committee shall direct
         the Trustee to vote such shares in accordance with such instructions
         and, to the extent permitted by section 404(a) of ERISA, shall also
         direct the Trustee as to the manner in which to vote any shares of
         Company Stock at any such meeting for which the Committee has not
         received, or is not subject to receiving, such voting instructions.



                                      -25-
   33



5.4      STOCK RIGHTS, STOCK SPLITS, AND STOCK DIVIDENDS. No Participant shall
         have any right to request, direct, or demand that the Committee or the
         Trustee exercise on his behalf rights or privileges to acquire,
         convert, or exchange Company Stock or other securities. The Trustee
         shall exercise or sell any such rights or privileges as directed by the
         Committee. Company Stock received by the Trustee by reason of a stock
         split, stock dividend, or recapitalization shall be appropriately
         allocated to the Accounts of each affected Participant.

5.5      PARTICIPANT RIGHTS. For purposes of Article V only, the beneficiary of
         a deceased Participant and any alternate payee under a qualified
         domestic relations order (as defined in Section 17.2) shall have the
         rights of a Participant.



                                      -26-
   34



                                       VI.
                             IN-SERVICE WITHDRAWALS

6.1      AGE 59 1/2 WITHDRAWALS. A Participant who has attained age fifty-nine
         and one-half may withdraw from his Accounts an amount not exceeding the
         then value of his Vested Interest in such Accounts. Such withdrawal
         shall come, first, from such Participant's Rollover Contribution
         Account, second, from his Vested Interest in his Employer Contribution
         Account, and, finally, from his Salary Reduction Contribution Account.

6.2      FINANCIAL HARDSHIP WITHDRAWALS.

         (a)      A Participant who has a "financial hardship," as determined by
                  the Committee, and who has made all available withdrawals
                  pursuant to Section 6.1 and pursuant to the provisions of any
                  other plans of the Employer and any Controlled Entities of
                  which he is a member and who has obtained all available loans
                  pursuant to Article IX and pursuant to the provisions of any
                  other plans of the Employer and any Controlled Entities of
                  which he is a member may withdraw from his Employer
                  Contribution Account, his Rollover Contribution Account, and
                  his Salary Reduction Contribution Account amounts not to
                  exceed the lesser of (i) such Participant's Vested Interest in
                  such Accounts or (ii) the amount determined by the Committee
                  as being available for withdrawal pursuant to this Subsection.
                  Such withdrawal shall come, first, from the Participant's
                  Rollover Contribution Account, second, from his Vested
                  Interest in his Employer Contribution Account, and, finally,
                  from his Salary Reduction Contribution Account.

         (b)      For purposes of this Section, "financial hardship" shall mean
                  the immediate and heavy financial needs of the Participant. A
                  withdrawal based upon financial hardship pursuant to this
                  Section shall not exceed the amount that is both required to
                  meet the immediate financial needs created by the hardship and
                  not reasonably available from other resources of the
                  Participant. The amount required to meet the Participant's
                  immediate financial needs may include any amounts necessary to
                  pay any federal, state, or local income taxes or penalties
                  reasonably anticipated to result from the distribution. The
                  determination of the existence of a Participant's financial
                  hardship and the amount required to be distributed to meet the
                  needs created by the hardship shall be made by the Committee.
                  The decision of the Committee shall be final and binding,
                  provided that all Participants similarly situated shall be
                  treated in a uniform and nondiscriminatory manner. A
                  withdrawal shall be deemed to be made on account of the
                  immediate and heavy financial needs of a Participant if the
                  withdrawal is for:

                  (1)      Expenses for medical care described in section 213(d)
                           of the Code previously incurred by the Participant,
                           the Participant's spouse, or any dependents of the
                           Participant (as defined in section 152 of the Code)
                           or necessary for those persons to obtain medical care
                           described in section 213(d) of the Code and not
                           reimbursed or reimbursable by insurance;

                  (2)      Costs directly related to the purchase of a principal
                           residence of the Participant (excluding mortgage
                           payments);



                                      -27-
   35



                  (3)      Payment of tuition and related educational fees, and
                           room and board expenses, for the next twelve months
                           of post-secondary education for the Participant or
                           the Participant's spouse, children, or dependents (as
                           defined in section 152 of the Code);

                  (4)      Payments necessary to prevent the eviction of the
                           Participant from his principal residence or the
                           foreclosure on the mortgage of the Participant's
                           principal residence; or

                  (5)      Such other financial needs that the Commissioner of
                           Internal Revenue may deem to be immediate and heavy
                           financial needs through the publication of revenue
                           rulings, notices, and other documents of general
                           applicability.

         (c)      The above Subsections of this Section notwithstanding, in
                  addition to the restrictions on all in-service withdrawals set
                  forth in Section 6.3, the following restrictions on financial
                  hardship withdrawals under this Section shall apply:

                  (1)      Withdrawals under this Section from a Participant's
                           Salary Reduction Contribution Account shall be
                           limited to the sum of the Participant's Salary
                           Reduction Contributions to the Plan, plus income
                           allocable thereto and credited to the Participant's
                           Salary Reduction Account as of December 31, 1988,
                           less any previous withdrawals of such amounts;

                  (2)      Employer Contributions used to satisfy the
                           restrictions set forth in Subsection 3.1(f), and
                           income allocable thereto, shall not be subject to
                           withdrawal under this Section; and

                  (3)      A Participant who makes a withdrawal from his Salary
                           Reduction Contribution Account under this Section may
                           not (i) make elective contributions or employee
                           contributions to the Plan or any other qualified or
                           nonqualified plan of the Employer or any Controlled
                           Entity for a period of twelve months following the
                           date of such withdrawal or (ii) make elective
                           contributions under the Plan or any other plan
                           maintained by the Employer or any Controlled Entity
                           for such Participant's taxable year immediately
                           following the taxable year of the withdrawal in
                           excess of the applicable limit set forth in
                           Subsection 3.1(e) for such next taxable year less the
                           amount of such Participant's elective contributions
                           for the taxable year of the withdrawal.

6.3      RESTRICTIONS ON IN-SERVICE WITHDRAWALS.

         (a)      All withdrawals pursuant to this Article shall be made only in
                  the manner and within the time prior to the proposed date of
                  withdrawal prescribed by the Committee.

         (b)      No withdrawal shall be made from an Account to the extent such
                  Account has been pledged to secure a loan from the Plan.



                                      -28-
   36



         (c)      If a Participant's Account from which a withdrawal is made is
                  invested in more than one Investment Fund, the withdrawal
                  shall be made pro rata from each Investment Fund in which such
                  Account is invested.

         (d)      All withdrawals under this Article shall be paid in cash.

         (e)      Any withdrawal hereunder that constitutes an Eligible Rollover
                  Distribution shall be subject to the Direct Rollover election
                  described in Article VII.

         (f)      This Article shall not be applicable to a Participant
                  following termination of employment with the Employer, and the
                  amounts in such Participant's Accounts shall be distributable
                  only in accordance with the provisions of Article VII.



                                      -29-
   37



                                      VII.
                   DISTRIBUTIONS AFTER SEPARATION FROM SERVICE

7.1      RETIREMENT BENEFITS. A Participant who terminates his employment with
         the Employer and all Controlled Entities on or after his Normal
         Retirement Date shall be entitled to a "retirement benefit," payable at
         the time and in the form provided in Article VIII. A Participant's
         retirement benefit shall be equal to the value of his Accounts on his
         Benefit Commencement Date.

7.2      DISABILITY BENEFITS. In the event a Participant becomes totally and
         permanently disabled, as determined pursuant to this subsection, such
         Participant shall be entitled to a "disability benefit," payable at the
         time and in the form provided in Article VIII. A Participant's
         disability benefit shall be equal to the value of his Accounts on his
         Benefit Commencement Date. A Participant shall be considered totally
         and permanently disabled if the Committee determines, based on a
         written medical opinion (unless waived by the Committee as
         unnecessary), that such Participant is permanently incapable of
         performing his job for physical or mental reasons and has incurred a
         "disability" within the meaning of section 401(k)(2)(B)(i)(I) of the
         Code.

7.3      DEATH BENEFITS. Upon the death of a Participant while an Employee or an
         employee of a Controlled Entity, the Participant's designated
         beneficiary shall be entitled to a "death benefit," payable at the time
         and in the form provided in Article VIII. A Participant's death benefit
         shall be equal to the value of his Accounts on his Benefit Commencement
         Date.

         (a)      Each Participant shall have the right to designate the
                  beneficiary or beneficiaries to receive payment of his benefit
                  in the event of his death. Each such designation shall be made
                  by executing the beneficiary designation form prescribed by
                  the Committee and filing such form with the Committee. Any
                  such designation may be changed at any time by such
                  Participant by execution and filing of a new designation in
                  accordance with this Section. Notwithstanding the foregoing,
                  if a Participant who is married on the date of his death has
                  designated an individual or entity other than his surviving
                  spouse as his beneficiary, such designation shall not be
                  effective unless (i) such surviving spouse has consented
                  thereto in writing and such consent (A) acknowledges the
                  effect of such specific designation, (B) either consents to
                  the specific designated beneficiary (which designation may not
                  subsequently be changed by the Participant without spousal
                  consent) or expressly permits such designation by the
                  Participant without the requirement of further consent by such
                  spouse, and (C) is witnessed by a Plan representative (other
                  than the Participant) or a notary public or (ii) the consent
                  of such spouse cannot be obtained because such spouse cannot
                  be located or because of other circumstances described by
                  applicable Treasury Regulations. Any such consent by such
                  surviving spouse shall be irrevocable.

         (b)      If no beneficiary designation is on file with the Committee at
                  the time of the death of the Participant or if such
                  designation is not effective for any reason as



                                      -30-
   38


                  determined by the Committee, the designated beneficiary or
                  beneficiaries to receive such death benefit shall be as
                  follows:

                  (1)      If a Participant leaves a surviving spouse, his
                           designated beneficiary shall be such surviving
                           spouse; and

                  (2)      If a Participant leaves no surviving spouse, his
                           designated beneficiary shall be (i) such
                           Participant's executor or administrator or (ii) his
                           heirs at law if there is no administration of such
                           Participant's estate.

         (c)      Notwithstanding the preceding provisions of this Section and
                  to the extent not prohibited by state or federal law, if a
                  Participant is divorced from his spouse and at the time of his
                  death is not remarried to the person from whom he was
                  divorced, any designation of such divorced spouse as his
                  beneficiary under the Plan filed prior to the divorce shall be
                  null and void unless the contrary is expressly stated in
                  writing filed with the Committee by the Participant. The
                  interest of such divorced spouse failing hereunder shall vest
                  in the persons specified in Subsection 7.3(b) as if such
                  divorced spouse did not survive the Participant.

7.4      SEPARATION FROM SERVICE PRIOR TO RETIREMENT. Each Participant whose
         employment with the Employer and all Controlled Entities is terminated
         prior to his Normal Retirement Date for any reason other than total and
         permanent disability or death shall be entitled to a "termination
         benefit," payable at the time and in the form provided in Article VIII.
         A Participant's termination benefit shall be equal to his Vested
         Interest in the value of his Accounts on his Benefit Commencement Date.

         (a)      DETERMINATION OF VESTED INTEREST.

                  (1)      A Participant shall have a 100% Vested Interest in
                           his Salary Reduction Contribution Account and his
                           Rollover Contribution Account at all times.

                  (2)      A Participant's Vested Interest in his Employer
                           Contribution Account shall be determined by such
                           Participant's years of Vesting Service in accordance
                           with the following schedule:



                                    YEARS OF VESTING SERVICE           VESTED INTEREST
                                    ------------------------           ---------------
                                                                                  
                                    Less than        1        year                      0%
                                                     1        year                      20%
                                                     2        years                     40%
                                                     3        years                     60%
                                                     4        years                     80%
                                                     5        years or more             100%


                  (3)      Notwithstanding Subsection 7.4(a)(2), with respect to
                           any Participant who was a Participant in the Plan on
                           the day prior to the Effective Date, in no event
                           shall such Participant's Vested Interest in his
                           Employer Contribution Account after the Effective
                           Date be less than such Vested Interest would have
                           been had the Plan provisions prior to such date been
                           in effect.



                                      -31-
   39

                  (4)      Notwithstanding Subsection 7.4(a)(2), a Participant
                           shall have a 100% Vested Interest in his Employer
                           Contribution Account upon the earliest to occur of
                           (i) the attainment of his Normal Retirement Date
                           while employed by the Employer or a Controlled
                           Entity, (ii) the date such Participant is determined
                           by the Committee to be "totally and permanently
                           disabled" (as later defined in this Subsection),
                           (iii) the death of such Participant while an Employee
                           or an employee of a Controlled Entity, or (iv) if
                           such Participant is an affected Participant, the
                           occurrence of an event described in, and under the
                           conditions set forth in, Article XIV. For purposes of
                           Clause (ii) of the preceding sentence, "totally and
                           permanently disabled" shall mean either "totally and
                           permanently disabled" as defined in Section 7.2 or a
                           determination by the Committee that, because of
                           physical or mental reasons, the Participant is
                           permanently incapable of performing any duties for
                           the Employer or a Controlled Entity.

         (b)      CREDITING OF VESTING SERVICE.

                  (1)      For the period preceding the Effective Date, subject
                           to the provisions of Section 7.4(c), an individual
                           shall be credited with Vesting Service in an amount
                           equal to all service credited to him for vesting
                           purposes under the Plan as it existed on the day
                           prior to the Effective Date.

                  (2)      On and after the Effective Date, subject to the
                           remaining Subsections of this Section and to the
                           provisions of Section 7.4(c), an individual shall be
                           credited with Vesting Service in an amount equal to
                           his aggregate Periods of Service whether or not such
                           Periods of Service are completed consecutively. The
                           completion of 365 days of Periods of Service shall
                           constitute one year of Vesting Service.

         (c)      FORFEITURE OF VESTING SERVICE.

                  (1)      In the case of an individual who terminates
                           employment with the Employer and all Controlled
                           Entities at a time when he has a 0% Vested Interest
                           in his Employer Contribution Account and who then
                           incurs a Period of Severance that equals or exceeds
                           the greater of five years or his aggregate Periods of
                           Service completed before such Period of Severance,
                           such individual's Periods of Service completed before
                           such Period of Severance shall be forfeited and
                           completely disregarded in determining his years of
                           Vesting Service.

                  (2)      In the case of a Participant who terminates
                           employment with the Employer and all Controlled
                           Entities at a time when he has a Vested Interest in
                           his Employer Contribution Account of more than 0% but
                           less than 100% and then incurs a Period of Severance
                           of five consecutive years, such Participant's Periods
                           of Service completed after such Period of Severance



                                      -32-
   40

                           shall be disregarded for purposes of determining such
                           Participant's Vested Interest in any Plan benefits
                           derived from Employer Contributions made on his
                           behalf before such Period of Severance, but such
                           Participant's Periods of Service completed before
                           such Period of Severance shall not be disregarded in
                           determining his Vested Interest in any Plan benefits
                           derived from Employer Contributions made on his
                           behalf after such Period of Severance.

                  (3)      A Participant who terminates employment with the
                           Employer and all Controlled Entities at a time when
                           he has a 100% Vested Interest in his Employer
                           Contribution Account shall not forfeit any of his
                           Vesting Service for purposes of determining such
                           Participant's Vested Interest in any Plan benefits
                           derived from Employer Contributions made on his
                           behalf.

         (d)      FORFEITURES OF NONVESTED ACCOUNT BALANCE.

                  (1)      With respect to a Participant who terminates
                           employment with the Employer and all Controlled
                           Entities with a Vested Interest in his Employer
                           Contribution Account that is less than 100% and
                           receives a distribution from the Plan of the balance
                           of his Vested Interest in his Accounts in the form of
                           a lump sum distribution by the close of the second
                           Plan Year following the Plan Year in which his
                           employment is terminated, the nonvested portion of
                           such terminated Participant's Employer Contribution
                           Account as of the Valuation Date next preceding his
                           Benefit Commencement Date shall become a forfeiture
                           as of his Benefit Commencement Date (or as of his
                           date of termination of employment with the Employer
                           and all Controlled Entities if no amount is payable
                           from the Trust Fund on behalf of such Participant
                           with such Participant being considered to have
                           received a distribution of zero dollars on his date
                           of termination of employment).

                  (2)      With respect to a Participant who terminates
                           employment with the Employer and all Controlled
                           Entities with a Vested Interest in his Employer
                           Contribution Account less than 100% and who is not
                           otherwise subject to the forfeiture provisions of
                           Subsection 7.4(d)(1), the nonvested portion of his
                           Employer Contribution Account shall be forfeited as
                           of the earlier of (i) the date the Participant
                           completes a Period of Severance of five consecutive
                           years or (ii) the date of the terminated
                           Participant's death.

         (e)      RESTORATION OF FORFEITED ACCOUNT BALANCE. In the event that
                  the nonvested portion of a terminated Participant's Employer
                  Contribution Account becomes a forfeiture, the terminated
                  Participant shall, upon subsequent reemployment with the
                  Employer or a Controlled Entity prior to incurring a Period of
                  Severance of five consecutive years, have the forfeited amount
                  restored to such Participant's Employer Contribution Account,
                  unadjusted by any subsequent gains or losses of the Trust
                  Fund; provided, however, that such restoration shall be made
                  only if such Participant repays in cash an amount equal to the
                  amount so distributed to him within five years from the date
                  the Participant is reemployed; provided, further, that such
                  Participant's repayment of amounts distributed to



                                      -33-
   41
                  him from his Salary Reduction Contribution Account shall be
                  limited to the portion thereof that was attributable to
                  contributions with respect to which the Employer made Employer
                  Matching Contributions. A reemployed Participant who was not
                  entitled to a distribution from the Plan on his date of
                  termination of employment shall be considered to have repaid a
                  distribution of zero dollars on the date of his reemployment.
                  Any such restoration shall be made as of the Valuation Date
                  coincident with or next succeeding the date of repayment.
                  Notwithstanding anything to the contrary in the Plan,
                  forfeited amounts to be restored by the Employer pursuant to
                  this Section shall be charged against and deducted from
                  forfeitures for the Plan Year in which such amounts are
                  restored. If such forfeitures otherwise available are not
                  sufficient to provide such restoration, the portion of such
                  restoration not provided by forfeitures shall be charged
                  against and deducted from Employer Retirement Savings
                  Contributions otherwise available for allocation to other
                  Participants, and any additional amount needed to restore such
                  forfeited amounts shall be a minimum required Employer
                  Retirement Savings Contribution (which shall be made without
                  regard to current or accumulated earnings and profits).

         (f)      SPECIAL FORMULA FOR DETERMINING VESTED INTEREST FOR PARTIAL
                  ACCOUNTS. With respect to a Participant whose Vested Interest
                  in his Employer Contribution Account is less than 100% and who
                  makes a withdrawal from or receives a termination distribution
                  from his Employer Contribution Account other than a lump sum
                  distribution by the close of the second Plan Year following
                  the Plan Year in which his employment is terminated, any
                  amount remaining in his Employer Contribution Account shall
                  continue to be maintained as a separate account. At any
                  relevant time, such Participant's nonforfeitable portion of
                  his separate account shall be determined in accordance with
                  the following formula:

                           X=P(AB + (R X D)) - (R X D)

                  For purposes of applying the formula: X is the amount of such
                  separate account in which the Participant has a Vested
                  Interest at the relevant time; P is the Participant's Vested
                  Interest in his Employer Contribution Account at the relevant
                  time; AB is the balance of such separate account at the
                  relevant time; R is the ratio of the balance of such separate
                  account at the relevant time to the balance of such separate
                  account after the withdrawal or distribution; and D is the
                  amount of the withdrawal or distribution. For all other
                  purposes of the Plan, a Participant's separate account shall
                  be treated as an Employer Contribution Account. Upon his
                  incurring a Period of Severance of five consecutive years, the
                  forfeitable portion of a Participant's separate account and
                  Employer Contribution Account shall be forfeited as of the end
                  of the Plan Year during which the Participant completes such
                  Period of Severance if not forfeited earlier pursuant to the
                  provisions of Section 6.4(d)(1).



                                      -34-
   42

                                     VIII.
                      TIME AND FORM OF PAYMENT OF BENEFITS

8.1      TIME OF PAYMENT. A Participant's benefit shall be paid or commence, as
         applicable, on his Benefit Commencement Date. Any amount allocable to a
         Participant's Accounts after his Benefit Commencement Date shall be
         distributed, as soon as administratively feasible after the date that
         such amount is paid to the Trust Fund and allocated to his Accounts.

8.2      DETERMINATION OF BENEFIT COMMENCEMENT DATE.

         (a)      Subject to the provisions of the remaining Subsections of this
                  Section, a Participant's Benefit Commencement Date shall be
                  the date that is as soon as administratively feasible after
                  the date the Participant or his beneficiary becomes entitled
                  to a benefit pursuant to Article VII.

         (b)      As provided in Subsection 8.2(g) and in Section 8.4 unless a
                  terminated Participant consents to a distribution pursuant to
                  Subsection 8.2(a), his Benefit Commencement Date shall be
                  deferred beyond the date specified in Subsection 8.2(a) to the
                  date that is as soon as administratively feasible after the
                  earliest of (i) the date the Participant attains age
                  sixty-five, (ii) the Participant's date of death, or (iii) the
                  date the Participant (or, if applicable, his beneficiary)
                  elects by written notice to the Committee prior to such date.
                  The Committee shall furnish information to each Participant or
                  beneficiary pertinent to such Participant's or beneficiary's
                  consent no less than thirty days (unless such thirty-day
                  period is waived by an affirmative election in accordance with
                  applicable Treasury regulations) and no more than ninety days
                  before such Participant's Benefit Commencement Date, and the
                  furnished information shall include a general description of
                  the material features of, and an explanation of the relative
                  values of, the alternative forms of benefit available under
                  the Plan and must inform the Participant (or, if applicable,
                  his beneficiary) of his right to defer his Benefit
                  Commencement Date and of his Direct Rollover right pursuant to
                  Section 8.5 below, if applicable.

         (c)      Except as otherwise specifically provided in this Section 8.2,
                  a Participant's Benefit Commencement Date shall in no event be
                  later than the sixtieth day following the close of the Plan
                  Year during which such Participant attains, or would have
                  attained, his Normal Retirement Date or, if later, terminates
                  his employment with the Employer and all Controlled Entities.

         (d)      A Participant's Benefit Commencement Date shall be in
                  compliance with the provisions of section 401(a)(9) of the
                  Code and applicable Treasury regulations thereunder and shall
                  in no event be later than:

                  (1)      April 1 of the calendar year following the later of
                           (i) the calendar year in which such Participant
                           attains the age of seventy and one-half or (ii) the
                           calendar year in which such Participant terminates
                           his employment with the Employer and all Controlled
                           Entities (provided, however, that clause



                                      -35-
   43
                           (ii) of this sentence shall not apply in the case of
                           a Participant who is a "five-percent owner" (as
                           defined in section 416 of the Code) with respect to
                           the Plan Year ending in the calendar year in which
                           such Participant attains the age of seventy and
                           one-half); and

                  (2)      In the case of a benefit payable pursuant to Section
                           7.3, (i) if payable to other than the Participant's
                           spouse, the last day of the one-year period following
                           the death of such Participant or (ii) if payable to
                           the Participant's spouse, after the date upon which
                           such Participant would have attained the age of
                           seventy and one-half, unless such surviving spouse
                           dies before payments commence, in which case the
                           Benefit Commencement Date may not be deferred beyond
                           the last day of the one-year period following the
                           death of such surviving spouse.

                           The provisions of this Section notwithstanding, a
                           Participant may not elect to defer the receipt of his
                           benefit hereunder to the extent that such deferral
                           creates a death benefit that is more than incidental
                           within the meaning of section 401(a)(9)(G) of the
                           Code and applicable Treasury regulations thereunder.

         (e)      If (i) a Participant attained age seventy and one-half, but
                  did not terminate employment with the Employer and all
                  Controlled Entities prior to 1997, (ii) such Participant's
                  Benefit Commencement Date occurred prior to his termination of
                  employment pursuant to the provisions of Subsection 8.2(d) as
                  in effect prior to the Effective Date, (iii) such Participant
                  is an Employee, and (iv) such Participant was not a
                  "five-percent owner" (as defined in section 416 of the Code)
                  with respect to the Plan Year ending in the calendar year in
                  which such Participant attained the age of seventy and
                  one-half, such Participant may affirmatively elect to cease
                  the distribution of his Accounts hereunder until the time
                  described in Subsection 8.2(d)(1).

         (f)      Subject to the provisions of Subsection 8.2(d), a
                  Participant's Benefit Commencement Date shall not occur unless
                  the Article VI event entitling the Participant to a benefit
                  constitutes a distributable event described in section
                  401(k)(2)(B) of the Code and, in the case of an Section 7.1,
                  7.3 or 7.4 event, shall not occur while the Participant is
                  employed by the Employer or any Controlled Entity.

         (g)      Subject to the provisions of Subsection 8.2(d), a Participant
                  (other than a Participant who dies or whose Vested Interest in
                  his Accounts is not in excess of $5,000) must request and file
                  a claim for benefits in the manner prescribed by the Committee
                  before payment of his benefit will commence.



                                      -36-
   44

8.3      FORMS OF BENEFITS.

         (a)      A Participant's benefit shall be paid (or transferred pursuant
                  to Section 8.5, if applicable) in a single lump sum payment.
                  Benefits shall be paid or transferred in cash.

         (b)      Effective only for periods prior to May 1, 2001, a Participant
                  whose Benefit Commencement Date was required to occur pursuant
                  to 8.2(d) may be paid in one of the following alternative
                  forms to be selected by such Participant or, in the absence of
                  such selection, by the Committee.

                  (1)      A lump sum.

                  (2)      Semi-annual or quarterly installment payments for any
                           term certain to such Participant or, in the event of
                           such Participant's death before the end of such term
                           certain, to his designated beneficiary. Upon the
                           death of a beneficiary who is receiving installment
                           payments under this Subsection, the remaining balance
                           in the Participant's Accounts shall be paid as soon
                           as administratively feasible, in one lump sum cash
                           payment, to the beneficiary's executor or
                           administrator or to his heirs at law if there is no
                           administration of such beneficiary's estate.

8.4      CASH-OUT OF BENEFIT NOT IN EXCESS OF $5,000. Notwithstanding any
         provision of the Plan to the contrary, if a Participant terminates his
         employment with the Employer and all Controlled Entities and his Vested
         Interest in his Accounts is not in excess of $5,000, such Participant's
         benefit shall be paid in one lump sum cash payment in lieu of any other
         form of benefit herein provided. Any such payment shall be made at the
         time specified in Subsection 8.2(a) without regard to the consent
         restrictions of Subsection 8.2(b). The provisions of this Section shall
         not be applicable to a Participant following his Benefit Commencement
         Date.

8.5      DIRECT ROLLOVER ELECTION. Notwithstanding any provision of the Plan to
         the contrary that would otherwise limit a Distributee's election under
         this Section, a Distributee may elect, at the time and in the manner
         prescribed by the Committee, to have all or any portion of an Eligible
         Rollover Distribution (other than any portion attributable to the
         offset of an outstanding loan balance of such Participant pursuant to
         the Plan's loan procedure) paid directly to an Eligible Retirement Plan
         specified by the Distributee in a Direct Rollover. The preceding
         sentence notwithstanding, a Distributee may elect a Direct Rollover
         pursuant to this Section only if such Distributee's Eligible Rollover
         Distributions during the Plan Year are reasonably expected to total
         $200 or more. Furthermore, if less than 100% of the Participant's
         Eligible Rollover Distribution is to be a Direct Rollover, the amount
         of the Direct Rollover must be $500 or more. Prior to any Direct
         Rollover pursuant to this Section, the Committee may require the
         Distributee to furnish the Committee with a statement from the plan,
         account, or annuity to which the benefit is to be transferred verifying
         that such plan, account, or annuity is, or is intended to be, an
         Eligible Retirement Plan. Notwithstanding the above, any financial
         hardship withdrawal made to a Participant pursuant to Article VI shall
         not qualify as an Eligible Rollover Distribution and the Participant
         shall not be entitled to make a direct rollover election with respect
         to such distribution.



                                      -37-
   45

8.6      PAYEE OF BENEFITS. Unless otherwise provided in the Plan, a
         Participant's benefit shall be paid to such Participant unless the
         Participant has died, in which case such Participant's benefit shall be
         paid to his beneficiary designated in Section 7.3.

8.7      BENEFITS FROM ACCOUNT BALANCES. With respect to any benefit payable in
         any form pursuant to the Plan, such benefit shall be provided from the
         Account balance(s) to which the particular Participant or beneficiary
         is entitled.

8.8      UNCLAIMED BENEFITS. In the case of a benefit payable on behalf of a
         Participant, if the Committee is unable to locate the Participant or
         beneficiary to whom such benefit is payable, upon the Committee's
         determination thereof, such benefit shall be forfeited. Notwithstanding
         the foregoing, if subsequent to any such forfeiture the Participant or
         beneficiary to whom such benefit is payable makes a valid claim for
         such benefit, such forfeited benefit shall be restored to the Plan in
         the manner provided in Section 7.4(e).

8.9      CLAIMS REVIEW.

         (a)      In any case in which a claim for Plan benefits of a
                  Participant or beneficiary is denied or modified, the
                  Committee shall furnish written notice to the claimant within
                  ninety days of the date such claim is received by the
                  Committee (or within 180 days if additional information
                  requested by the Committee necessitates an extension of the
                  ninety-day period and the claimant is informed of such
                  extension in writing within the original ninety-day period),
                  which notice shall:

                  (1)      State the specific reason or reasons for the denial
                           or modification;

                  (2)      Provide specific reference to pertinent Plan
                           provisions on which the denial or modification is
                           based;

                  (3)      Provide a description of any additional material or
                           information necessary for the Participant, his
                           beneficiary, or representative to perfect the claim
                           and an explanation of why such material or
                           information is necessary; and

                  (4)      Explain the Plan's claim review procedure described
                           in Subsection 8.9(b).

         (b)      In the event a claim for Plan benefits is denied or modified,
                  if the Participant, his beneficiary, or a representative of
                  such Participant or beneficiary desires to have such denial or
                  modification reviewed, he must, within sixty days following
                  receipt of the notice of such denial or modification, submit a
                  written request for review by the Committee of its initial
                  decision. In connection with such request, the Participant,
                  his beneficiary, or the representative of such Participant or
                  beneficiary may review any pertinent documents upon which such
                  denial or modification was based and may submit issues and
                  comments in writing. Within sixty days following such request
                  for review the Committee shall, after providing a full and
                  fair review, render its final decision in writing to the
                  Participant, his beneficiary, or the representative of such
                  Participant or beneficiary stating specific reasons for



                                      -38-
   46
                  such decision and making specific references to pertinent Plan
                  provisions upon which the decision is based. If special
                  circumstances require an extension of such sixty-day period,
                  the Committee's decision shall be rendered as soon as
                  possible, but not later than 120 days after receipt of the
                  request for review. If an extension of time for review is
                  required, written notice of the extension shall be furnished
                  to the Participant, his beneficiary, or the representative of
                  such Participant or beneficiary prior to the commencement of
                  the extension period.

         (c)      Timely completion of the claims procedures described in this
                  Section shall be a condition precedent to the commencement of
                  any legal or equitable action in connection with a claim for
                  benefits under the Plan by a Participant or by any other
                  person or entity claiming rights through such Participant;
                  provided, however, that the Committee in its discretion may
                  waive compliance with such claims procedures as a condition
                  precedent to any such action.

         (d)      Any legal action with respect to a claim for Plan benefits
                  must be filed no later than one year after the later of (i)
                  the date the claim is denied by the Committee or (ii) if a
                  review of such denial is requested, the date of the final
                  decision by the Committee with respect to such request.



                                      -39-
   47

                                       IX.
                                      LOANS

9.1      ELIGIBILITY FOR LOAN.

         (a)      Subject to the provisions of this Article, the following
                  individuals shall be eligible for loans under the Plan: (i)
                  each Participant who is an Employee and (ii) each
                  party-in-interest, as that term is defined in section 3(14) of
                  ERISA, as to the Plan, but only if such party-in-interest (i)
                  retains an Account balance under the Plan and (ii) is either a
                  Participant no longer employed by the Employer, a beneficiary
                  of a deceased Participant, or an alternate payee under a
                  qualified domestic relations order, as that term is defined in
                  section 414(p)(8) of the Code. (An individual who is eligible
                  to apply for a loan under the Plan as described in the
                  preceding sentence shall hereinafter be referred to as a
                  "Participant" for purposes of this Article.)

         (b)      Notwithstanding the above, a Participant shall not be eligible
                  for a loan if he has on the date of the request for the
                  current loan two outstanding loans previously made to him from
                  the Plan.

         (c)      Upon application by a Participant and subject to such uniform
                  and nondiscriminatory rules and regulations as the Committee
                  may establish, the Committee may in its discretion direct the
                  Trustee to make a loan or loans to such Participant.

9.2      MINIMUM LOAN. A loan to a Participant may not be for an amount less
         than $500.00.

9.3      MAXIMUM LOAN.

         (a)      A loan to a Participant may not exceed 50% of the then value
                  of such Participant's Vested Interest in his Accounts.

         (b)      Notwithstanding anything to the contrary, no loan shall be
                  made from the Plan to a Participant to the extent such loan
                  would cause the total of all loans made to the Participant
                  from all qualified plans of the Employer and Controlled
                  Entities ("Outstanding Loans") to exceed the lesser of:

                  (1)      $50,000 (reduced by the excess, if any, of (i) the
                           highest outstanding balance of Outstanding Loans
                           during the one-year period ending on the day before
                           the date on which the loan is to be made, over (ii)
                           the outstanding balance of Outstanding Loans on the
                           date on which the loan is to be made); or

                  (2)      One-half of the present value of the Participant's
                           nonforfeitable accrued benefit under all qualified
                           plans of the Employer and Controlled Entities.



                                      -40-
   48

9.4      INTEREST, SECURITY, AND FEES.

         (a)      Any loan made pursuant to this Article shall bear interest at
                  a rate established by the Committee from time to time and
                  communicated to the Participants, which rate shall provide the
                  Plan with a return commensurate with the interest rates
                  charged by persons in the business of lending money for loans
                  which would be made under similar circumstances.

         (b)      Any loan shall be made as an investment of a segregated loan
                  fund to be established in the Trust Fund for the Participant
                  to whom the loan is made. Any loan shall be considered to
                  come, first, from the Participant's Rollover Contribution
                  Account, second, from the Participant's Vested Interest in his
                  Employer Contribution Account, and, finally, from the
                  Participant's Salary Reduction Contribution Account. The
                  Trustee shall fund a Participant's segregated loan fund by
                  liquidating such portion of the assets of the Accounts from
                  which the Participant's loan is to be made as is necessary to
                  fund the loan and transferring the proceeds to such segregated
                  loan fund. If a Participant's Accounts are invested in more
                  than one Investment Fund, the transfer shall be made pro rata
                  from each such Investment Fund.

         (c)      The loan shall be secured by a pledge of the Participant's
                  segregated loan fund. By agreeing to the pledge of the
                  segregated loan fund as security for the loan, a Participant
                  shall be deemed to have consented to the distribution of such
                  segregated loan fund prior to the time specified in section
                  411(a)(11) of the Code and the applicable Treasury regulations
                  thereunder.

         (d)      The Committee in its discretion may impose a reasonable fee on
                  the issuance of each loan.

9.5      REPAYMENT TERMS OF LOAN.

         (a)      A Participant who is an Employee receiving compensation from
                  the Employer at the time of receipt of a loan shall be
                  required, as a condition to receiving a loan, to enter into an
                  irrevocable agreement authorizing the Employer to make payroll
                  deductions from his compensation so long as the Participant is
                  such an Employee and to transfer such payroll deduction
                  amounts to the Trustee in payment of such loan plus interest.
                  In the case of a Participant who (i) is not at the time of
                  commencement of his loan an Employee, or (ii) is not at the
                  commencement of his loan receiving compensation from the
                  Employer (or is receiving insufficient compensation to cover
                  his scheduled loan repayments), or (iii) was an Employee
                  receiving compensation from the Employer at the time of
                  commencement of his loan and either (A) continues to be an
                  Employee but ceases to receive compensation from the Employer
                  (or is receiving insufficient compensation to cover his
                  scheduled loan repayments), (B) ceases to be an Employee and
                  is not entitled to a distribution of his Accounts under the
                  terms of the Plan, or (C) ceases to be an Employee and
                  immediately commences employment with a Controlled Entity or
                  Dell Financial Services L.P., except as otherwise permitted in
                  Subsection 9.5(c), each such Participant shall make or
                  continue to make his loan repayments (or portion of his loan
                  repayments not covered by his compensation) in the manner
                  prescribed by the Committee.



                                      -41-
   49

         (b)      The terms of the loan shall (i) require level amortization
                  with payments not less frequently than quarterly, (ii) require
                  that the loan be repaid (i) over an amortization period of one
                  to five years for the period from the Effective Date through
                  December 31, 2000, and over an amortization period of one to
                  four and one-half years effective as of January 1, 2001,
                  (unless the Participant certifies in writing to the Committee
                  that the loan is to be used to acquire any dwelling unit which
                  within a reasonable time is to be used (determined at the time
                  the loan is made) as a principal residence of the Participant,
                  in which case the loan must be repaid over an amortization
                  period of five to twenty years), (iii) allow prepayment
                  without penalty at any time, provided that any prepayment must
                  be for the full outstanding loan balance (including interest),
                  (iv) require that the balance of the loan (including interest)
                  shall become due and payable (to the extent not otherwise due
                  and payable) within ninety days of the date the Participant
                  or, if applicable, the Participant's beneficiary, is first
                  entitled to a distribution from the Plan (other than a
                  distribution pursuant to Article VIII) irrespective of whether
                  such Participant or beneficiary elects or consents to such
                  distribution, and (v) provide that such Participant's
                  outstanding loan balance (including interest), if not paid in
                  accordance with the repayment provisions of the loan, shall be
                  treated as a deemed distribution upon the end of the grace
                  period permitted by applicable Treasury Regulations and repaid
                  by offsetting such balance against the amount in the
                  Participant's segregated loan fund pledged as security for the
                  loan.

         (c)      The above notwithstanding, a Participant who is on an unpaid
                  leave of absence from the Employer may elect to suspend
                  payments on his loan during such leave of absence for a period
                  of up to one year. Upon such Participant's return to active
                  employment with the Employer at the conclusion of such leave
                  of absence, or upon the expiration of such one-year period, if
                  earlier, such Participant shall be permitted to refinance his
                  loan, including all accrued and unpaid interest, over a term
                  that does not extend beyond the expiration of the original
                  term of the loan.

         (d)      Amounts tendered to the Trustee by a Participant in repayment
                  of a loan made pursuant to this Article (i) shall initially be
                  credited to the Participant's segregated loan fund, (ii) then
                  shall be transferred as soon as practicable following receipt
                  thereof to the Account or Accounts from which the
                  Participant's loan was made, and (iii) finally, shall be
                  invested in accordance with the current designation in effect
                  as to the investment of contributions being allocated to such
                  Accounts pursuant to Article V.

9.6      DEFAULT AND OFFSET.

         (a)      If the Participant fails in any way to comply with the
                  repayment terms of a loan, such loan shall be repaid by
                  offsetting the Participant's outstanding loan balance
                  (including interest) against the amount in the Participant's
                  segregated loan fund pledged as security for the loan. Except
                  as provided in Subsection 9.6(b), any such outstanding loan
                  balance (including interest) shall be so offset and repaid as



                                      -42-
   50

                  soon as administratively feasible after such failure to
                  comply, and such repayment shall be prior to any withdrawal or
                  distribution of benefits from the pledged portion of the
                  Participant's Accounts pursuant to the provisions of the Plan.

         (b)      Notwithstanding Subsection 9.6(a), amounts in a Participant's
                  Accounts may not be offset and used to satisfy the payment of
                  a defaulted outstanding loan (including interest) prior to the
                  earliest time the amounts in any such Account are otherwise
                  permitted to be distributed under applicable law. In the event
                  an offset of a defaulted loan is not permitted pursuant to the
                  preceding sentence, such outstanding loan balance (including
                  interest) shall be deemed distributed to such Participant on
                  the last day of the calendar quarter (effective January 1,
                  2001, on the ninetieth day) following the calendar quarter in
                  which the first unpaid installment on such loan was due and
                  unpaid.



                                      -43-
   51

                                       X.
                           ADMINISTRATION OF THE PLAN

10.1     APPOINTMENT OF COMMITTEE. The general administration of the Plan shall
         be vested in the Company. The Company may delegate certain duties to
         the Committee which shall be appointed by the Directors and shall
         consist of one or more persons. Any individual, whether or not an
         Employee, is eligible to become a member of the Committee. Each member
         of the Committee shall, before entering upon the performance of his
         duties, qualify by signing a consent to serve as a member of the
         Committee under and pursuant to the Plan and by filing such consent
         with the records of the Committee. For purposes of ERISA, the Company
         shall be the Plan "administrator" and the Committee shall be the "named
         fiduciary" with respect to the general administration of the Plan
         (except as to the investment of the assets of the Trust Fund).

10.2     TERM, VACANCIES, RESIGNATION, AND REMOVAL. Each member of the Committee
         shall serve until he resigns, dies, or is removed by the Directors. At
         any time during his term of office, a member of the Committee may
         resign by giving written notice to the Directors and the Committee,
         such resignation to become effective upon the appointment of a
         substitute member or, if earlier, the lapse of thirty days after such
         notice is given as herein provided. At any time during his term of
         office, and for any reason, a member of the Committee may be removed by
         the Directors with or without cause, and the Directors may in their
         discretion fill any vacancy that may result therefrom. Any member of
         the Committee who is an Employee shall automatically cease to be a
         member of the Committee as of the date he ceases to be employed by the
         Employer and all Controlled Entities.

10.3     OFFICERS, RECORDS, AND PROCEDURES. The Committee may select officers
         and may appoint a secretary who need not be a member of the Committee.
         The Committee shall keep appropriate records of its proceedings and the
         administration of the Plan and shall make available for examination
         during business hours to any Participant or beneficiary such records as
         pertain to that individual's interest in the Plan. The Committee shall
         designate the person or persons who shall be authorized to sign for the
         Committee and, upon such designation, the signature of such person or
         persons shall bind the Committee.

10.4     MEETINGS. The Committee shall hold meetings upon such notice and at
         such time and place as it may from time to time determine. Notice to a
         member shall not be required if waived in writing by that member. A
         majority of the members of the Committee duly appointed shall
         constitute a quorum for the transaction of business. All resolutions or
         other actions taken by the Committee at any meeting where a quorum is
         present shall be by vote of a majority of those present at such meeting
         and entitled to vote. Resolutions may be adopted or other action taken
         without a meeting upon written consent signed by all of the members of
         the Committee.

10.5     SELF-INTEREST OF MEMBERS. No member of the Committee shall have any
         right to vote or decide upon any matter relating solely to himself
         under the Plan or to vote in any case in which his individual right to
         claim any benefit under the Plan is particularly involved. In any case
         in which a Committee member is so disqualified to act and the remaining
         members cannot agree, the Directors shall appoint a temporary
         substitute member to exercise all the powers of the disqualified member
         concerning the matter in which he is disqualified.



                                      -44-
   52

10.6     COMPENSATION AND BONDING. The members of the Committee shall not
         receive compensation with respect to their services for the Committee.
         To the extent required by ERISA or other applicable law, or required by
         the Company, members of the Committee shall furnish bond or security
         for the performance of their duties hereunder.

10.7     COMMITTEE POWERS AND DUTIES. The Committee shall supervise the
         administration and enforcement of the Plan according to the terms and
         provisions hereof and shall have all powers necessary to accomplish
         these purposes, including, but not by way of limitation, the right,
         power, authority, and duty:

         (a)      To make rules, regulations, and bylaws for the administration
                  of the Plan that are not inconsistent with the terms and
                  provisions hereof, provided such rules, regulations, and
                  bylaws are evidenced in writing and copies thereof are
                  delivered to the Trustee and to the Company, and to enforce
                  the terms of the Plan and the rules and regulations
                  promulgated thereunder by the Committee;

         (b)      To construe in its discretion all terms, provisions,
                  conditions, and limitations of the Plan, and, in all cases,
                  the construction necessary for the Plan to qualify under the
                  applicable provisions of the Code shall control;

         (c)      To correct any defect or to supply any omission or to
                  reconcile any inconsistency that may appear in the Plan in
                  such manner and to such extent as it shall deem expedient in
                  its discretion to effectuate the purposes of the Plan;

         (d)      To employ and compensate such accountants, attorneys,
                  investment advisors, and other agents, employees, and
                  independent contractors as the Committee may deem necessary or
                  advisable for the proper and efficient administration of the
                  Plan;

         (e)      To determine in its discretion all questions relating to
                  eligibility;

         (f)      To make a determination in its discretion as to the right of
                  any person to a benefit under the Plan and to prescribe
                  procedures to be followed by distributees in obtaining
                  benefits hereunder;

         (g)      To prepare, file, and distribute, in such manner as the
                  Committee determines to be appropriate, such information and
                  material as is required by the reporting and disclosure
                  requirements of ERISA;

         (h)      To furnish the Employer any information necessary for the
                  preparation of such Employer's tax return or other information
                  that the Committee determines in its discretion is necessary
                  for a legitimate purpose;

         (i)      To require and obtain from the Employer and the Participants
                  and their beneficiaries any information or data that the
                  Committee determines is necessary for the proper
                  administration of the Plan;



                                      -45-
   53

         (j)      To instruct the Trustee as to the loans to Participants
                  pursuant to the provisions of Article XII;

         (k)      To instruct the Trustee as to the management, investment, and
                  reinvestment of the Trust Fund as provided in the Trust
                  Agreement;

         (l)      To appoint investment managers;

         (m)      To receive and review reports from the Trustee and from
                  investment managers as to the financial condition of the Trust
                  Fund, including its receipts and disbursements;

         (n)      To review periodically the Plan's short-term and long-term
                  investment needs and goals and to communicate such needs and
                  goals to the Trustee and any investment manager as frequently
                  as the Committee, in its discretion, deems necessary for the
                  proper administration of the Plan and Trust;

         (o)      To establish or designate Investment Funds as investment
                  options under the Plan as provided in Article V;

         (p)      To determine in its discretion administrative expenses
                  properly payable from the Plan and allocate the payment of
                  such expenses from Participants' Accounts or forfeitures.

         (q)      To direct the Trustee as to the exercise of rights or
                  privileges to acquire, convert, or exchange Company Stock
                  pursuant to Article V; and

         (r)      To amend the Plan in accordance with and to the extent
                  provided in Article XIII.

10.8     EMPLOYER TO SUPPLY INFORMATION. The Employer shall supply full and
         timely information to the Committee, including, but not limited to,
         information relating to each Participant's compensation, age,
         retirement, death, or other cause of termination of employment and such
         other pertinent facts as the Committee may require. The Employer shall
         advise the Trustee of such of the foregoing facts as are deemed
         necessary for the Trustee to carry out the Trustee's duties under the
         Plan. When making a determination in connection with the Plan, the
         Committee shall be entitled to rely upon the aforesaid information
         furnished by the Employer.

10.9     INDEMNIFICATION. The Company shall, to the extent permitted by law,
         indemnify and hold harmless each member of the Committee and each
         Employee who is a fiduciary or a delegate of the Committee against any
         and all expenses and liabilities arising out of his administrative
         functions or fiduciary responsibilities, including any expenses and
         liabilities that are caused by or result from an act or omission
         constituting the negligence of such individual in the performance of
         such functions or responsibilities, but excluding expenses and
         liabilities that are caused by or result from such individual's own
         gross negligence or willful misconduct. Expenses against which such
         individual shall be indemnified hereunder shall include, without
         limitation, the amounts of any settlement or judgment, costs, counsel
         fees, and related charges reasonably incurred in connection with a
         claim asserted or a proceeding brought or settlement thereof.



                                      -46-
   54
10.10    TEMPORARY RESTRICTIONS. In order to ensure an orderly transition in the
         transfer of assets to or from the Trust Fund associated with a merger
         or spin-off of the Plan, a merger of another qualified plan into the
         Plan, a transfer of assets from another qualified plan to the Plan, a
         change in Trustee or recordkeeper, or other similar activity, the
         Committee in its discretion may temporarily prohibit or restrict
         withdrawals, loans, changes to contribution elections, changes of
         investment designation, or such other activity as the Committee deems
         appropriate; provided, however, that any such temporary prohibition or
         restriction shall be in compliance with all applicable law.



                                      -47-
   55

                                      XI.
                    TRUSTEE AND ADMINISTRATION OF TRUST FUND

11.1     APPOINTMENT, RESIGNATION, REMOVAL, AND REPLACEMENT OF TRUSTEE. The
         Trustee shall be appointed, removed, and replaced by and in the sole
         discretion of the Directors. The Trustee shall be the "named fiduciary"
         with respect to investment of the Trust Fund's assets.

11.2     TRUST AGREEMENT. As a means of administering the assets of the Plan,
         the Company has entered into a Trust Agreement with the Trustee. The
         administration of the assets of the Plan and the duties, obligations,
         and responsibilities of the Trustee shall be governed by the Trust
         Agreement. The Trust Agreement may be amended from time to time as the
         Company deems advisable in order to effectuate the purposes of the
         Plan. The Trust Agreement is incorporated herein by reference and
         thereby made a part of the Plan.

11.3     PAYMENT OF EXPENSES. All expenses incident to the administration of the
         Plan and Trust, including but not limited to, legal, accounting,
         Trustee fees, direct expenses of the Employer and the Committee
         incurred in the administration of the Plan, and the cost of furnishing
         any bond or security required of the Committee, shall be paid by the
         Trustee from the Trust Fund, and, until paid, shall constitute a claim
         against the Trust Fund that is paramount to the claims of Participants
         and beneficiaries; provided, however, that (i) the obligation of the
         Trustee to pay such expenses from the Trust Fund shall cease to exist
         to the extent such expenses are paid by the Employer and (ii) in the
         event the Trustee's compensation is to be paid, pursuant to this
         Section, from the Trust Fund, any individual serving as Trustee who
         already receives full-time pay from an Employer or an association of
         Employers whose employees are Participants, or from an employee
         organization whose members are Participants, shall not receive any
         additional compensation for serving as Trustee. This Section shall be
         deemed to be a part of any contract to provide for expenses of Plan and
         Trust administration, whether or not the signatory to such contract is,
         as a matter of convenience, the Employer.

11.4     TRUST FUND PROPERTY. All income, profits, recoveries, contributions,
         forfeitures, and any and all moneys, securities, and properties of any
         kind at any time received or held by the Trustee hereunder shall be
         held for investment purposes as a commingled Trust Fund. The Committee
         shall maintain Accounts in the name of each Participant, but the
         maintenance of an Account designated as the Account of a Participant
         shall not mean that such Participant shall have a greater or lesser
         interest than that due him by operation of the Plan and shall not be
         considered as segregating any funds or property from any other funds or
         property contained in the commingled fund. No Participant shall have
         any title to any specific asset in the Trust Fund.

11.5     DISTRIBUTIONS FROM PARTICIPANTS' ACCOUNTS. Distributions from a
         Participant's Accounts shall be made by the Trustee only if, when, and
         in the amount and manner directed in writing by the Committee. Any
         distribution made to a Participant or for his benefit shall be debited
         to such Participant's Account or Accounts. All distributions hereunder
         shall be made in cash except as otherwise specifically provided herein.



                                      -48-
   56

11.6     PAYMENTS SOLELY FROM TRUST FUND. All benefits payable under the Plan
         shall be paid or provided for solely from the Trust Fund, and neither
         the Employer nor the Trustee assumes any liability or responsibility
         for the adequacy thereof. The Committee or the Trustee may require
         execution and delivery of such instruments as are deemed necessary to
         ensure proper payment of any benefits.

11.7     NO BENEFITS TO THE EMPLOYER. No part of the corpus or income of the
         Trust Fund shall be used for any purpose other than the exclusive
         purpose of providing benefits for the Participants and their
         beneficiaries and of defraying reasonable expenses of administering the
         Plan and Trust. Anything to the contrary herein notwithstanding, the
         Plan shall not be construed to vest any rights in the Employer other
         than those specifically given hereunder.



                                      -49-
   57

                                      XII.
                              FIDUCIARY PROVISIONS

12.1     ARTICLE CONTROLS. This Article shall control over any contrary,
         inconsistent or ambiguous provisions contained in the Plan.

12.2     GENERAL ALLOCATION OF FIDUCIARY DUTIES. Each fiduciary with respect to
         the Plan shall have only those specific powers, duties,
         responsibilities and obligations as are specifically given him under
         the Plan. The Directors shall have the sole authority to appoint and
         remove the Trustee and members of the Committee. Except as otherwise
         specifically provided herein, the Committee shall have the sole
         responsibility for the administration of the Plan, which responsibility
         is specifically described herein. Except as otherwise specifically
         provided herein and in the Trust Agreement, the Trustee shall have the
         sole responsibility for the administration, investment, and management
         of the assets held under the Plan. It is intended under the Plan that
         each fiduciary shall be responsible for the proper exercise of his or
         its own powers, duties, responsibilities, and obligations hereunder and
         shall not be responsible for any act or failure to act of another
         fiduciary except to the extent provided by law or as specifically
         provided herein.

12.3     FIDUCIARY DUTY. Each fiduciary under the Plan, including, but not
         limited to, the Committee and the Trustee as "named fiduciaries," shall
         discharge his duties and responsibilities with respect to the Plan:

         (a)      Solely in the interest of the Participants, for the exclusive
                  purpose of providing benefits to Participants and their
                  beneficiaries and of defraying reasonable expenses of
                  administering the Plan and Trust;

         (b)      With the care, skill, prudence, and diligence under the
                  circumstances then prevailing that a prudent man acting in a
                  like capacity and familiar with such matters would use in the
                  conduct of an enterprise of a like character and with like
                  aims;

         (c)      By diversifying the investments of the Plan so as to minimize
                  the risk of large losses, unless under the circumstances it is
                  prudent not to do so; and

         (d)      In accordance with the documents and instruments governing the
                  Plan insofar as such documents and instruments are consistent
                  with applicable law.

No fiduciary shall cause the Plan or Trust Fund to enter into a "prohibited
transaction" as provided in section 4975 of the Code or section 406 of ERISA.

12.4     DELEGATION OF FIDUCIARY DUTIES. The Committee may appoint
         subcommittees, individuals, or any other agents as it deems advisable
         and may delegate to any of such appointees any or all of the powers and
         duties of the Committee. Such appointment and delegation must specify
         in writing the powers or duties being delegated, and must be accepted
         in writing by the delegatee. Upon such appointment, delegation, and
         acceptance, the delegating Committee members shall have no liability
         for the acts or omissions of any such delegatee, as long as the
         delegating Committee members do not violate any fiduciary
         responsibility in making or continuing such delegation.



                                      -50-
   58

12.5     INVESTMENT MANAGER.

         (a)      The Committee may, in its sole discretion, appoint an
                  "investment manager" with power to manage, acquire or dispose
                  of any asset of the Plan and to direct the Trustee in this
                  regard, so long as:

                  (1)      The investment manager is (i) registered as an
                           investment adviser under the Investment Advisers Act
                           of 1940; (ii) not registered as an investment adviser
                           under such Act by reason of paragraph (i) of section
                           203A(a) of such Act but is registered as an
                           investment adviser under the laws of the state
                           (referred to in such section 203A(a) in which it
                           maintains its principal office and place of business,
                           and, at the time it last filed the registration form
                           most recently filed by it with such state in order to
                           maintain its registration under the laws of such
                           state, also filed a copy of such form with the
                           Secretary of Labor; (iii) a bank, as defined in Act;
                           or (iv) an insurance company qualified to do business
                           under the laws of more than one state; and

                  (2)      Such investment manager acknowledges in writing that
                           he or it is a fiduciary with respect to the Plan.

         (b)      Upon the appointment of an investment manager pursuant to
                  Subsection 12.5(a), the Committee shall not be liable for the
                  acts of the investment manager, as long as the Committee
                  members do not violate any fiduciary responsibility in making
                  or continuing such appointment. The Trustee shall follow the
                  directions of such investment manager and shall not be liable
                  for the acts or omissions of such investment manager. The
                  investment manager may be removed by the Committee at any time
                  in the Committee's sole discretion.



                                      -51-
   59
                                     XIII.
                                   AMENDMENTS

13.1     RIGHT TO AMEND. Subject to Section 13.2 and any other limitations
         contained in ERISA or the Code, the Directors may from time to time
         amend, in whole or in part, any or all of the provisions of the Plan on
         behalf of the Company and all Employers. Specifically, but not by way
         of limitation, the Directors may make any amendment necessary to
         acquire or maintain the Plan's qualified status under the Code, whether
         or not retroactive.

13.2     LIMITATION ON AMENDMENTS. No amendment of the Plan shall be made that
         would vest in the Employer, directly or indirectly, any interest in or
         control of the Trust Fund. No amendment shall be made that would vary
         the Plan's exclusive purpose of providing benefits to Participants and
         their beneficiaries and of defraying reasonable expenses of
         administering the Plan or that would permit the diversion of any part
         of the Trust Fund from that exclusive purpose. No amendment shall be
         made that would reduce any then nonforfeitable interest of a
         Participant. No amendment shall increase the duties or responsibilities
         of the Trustee unless the Trustee consents thereto in writing.



                                      -52-
   60

                                      XIV.
  DISCONTINUANCE OF CONTRIBUTIONS, TERMINATION,PARTIAL TERMINATION, AND MERGER
                                OR CONSOLIDATION

14.1     RIGHT TO DISCONTINUE CONTRIBUTIONS, TERMINATE, OR PARTIALLY TERMINATE.
         The Employer has established the Plan with the bona fide intention and
         expectation that from year to year it will be able to, and will deem it
         advisable to, make its contributions as herein provided. However, the
         Directors realize that circumstances not now foreseen, or circumstances
         beyond its control, may make it either impossible or inadvisable for
         the Employer to continue to make its contributions to the Plan.
         Therefore, the Directors shall have the right and the power to
         discontinue contributions to the Plan, terminate the Plan, or partially
         terminate the Plan at any time hereafter. Each member of the Committee
         and the Trustee shall be notified of such discontinuance, termination,
         or partial termination.

14.2     PROCEDURE IN THE EVENT OF DISCONTINUANCE OF CONTRIBUTIONS, TERMINATION,
         OR PARTIAL TERMINATION.

         (a)      If the Plan is amended so as to permanently discontinue
                  Employer Contributions, or if Employer Contributions are in
                  fact permanently discontinued, the Vested Interest of each
                  affected Participant shall be 100%, effective as required by
                  the Code and applicable Treasury Regulations. In case of such
                  discontinuance, the Committee shall remain in existence and
                  all other provisions of the Plan that are necessary, in the
                  opinion of the Committee, for equitable operation of the Plan
                  shall remain in force.

         (b)      If the Plan is terminated or partially terminated, the Vested
                  Interest of each affected Participant shall be 100%, effective
                  as of the termination date or partial termination date, as
                  applicable. Unless the Plan is otherwise amended prior to
                  dissolution of the Company, the Plan shall terminate as of the
                  date of dissolution of the Company.

         (c)      Upon discontinuance of contributions, termination, or partial
                  termination, any previously unallocated contributions,
                  forfeitures, and net income (or net loss) shall be allocated
                  among the Accounts of the Participants on such date of
                  discontinuance, termination, or partial termination according
                  to the provisions of Article IV. Thereafter, the net income
                  (or net loss) shall continue to be allocated to the Accounts
                  of the Participants until the balances of the Accounts are
                  distributed.

         (d)      In the case of a termination or partial termination of the
                  Plan, and in the absence of a Plan amendment to the contrary,
                  the Trustee shall pay the balance of the Accounts of a
                  Participant for whom the Plan is so terminated, or who is
                  affected by such partial termination, to such Participant,
                  subject to the time of payment, form of payment, and consent
                  provisions of Article VIII.



                                      -53-
   61

14.3     MERGER, CONSOLIDATION, OR TRANSFER. This Plan and Trust Fund may not
         merge or consolidate with, or transfer its assets or liabilities to,
         any other plan, unless immediately thereafter each Participant would,
         in the event such other plan terminated, be entitled to a benefit equal
         to or greater than the benefit to which he would have been entitled if
         the Plan were terminated immediately before the merger, consolidation,
         or transfer.



                                      -54-
   62

                                      XV.
                             PARTICIPATING EMPLOYERS

15.1     DESIGNATION OF OTHER EMPLOYERS.

         (a)      The Committee may designate any entity or organization
                  eligible by law to participate in the Plan and the Trust as an
                  Employer by written instrument delivered to the Secretary of
                  the Company, the Trustee, and the designated Employer. Such
                  written instrument (i) shall specify the effective date of
                  such designated participation, (ii) may incorporate specific
                  provisions relating to the operation of the Plan that apply to
                  the designated Employer only, (iii) may designate that certain
                  Employees are Eligible Employees, and (iv) shall become, as to
                  such designated Employer and its Employees, a part of the Plan
                  and the Trust Agreement.

         (b)      Each designated Employer shall be conclusively presumed to
                  have consented to its designation and to have agreed to be
                  bound by the terms of the Plan and Trust Agreement and any and
                  all amendments thereto upon its submission of information to
                  the Committee required by the terms of or with respect to the
                  Plan or upon making a contribution to the Trust Fund pursuant
                  to the terms of the Plan; provided, however, that the terms of
                  the Plan may be modified so as to increase the obligations of
                  an Employer only with the consent of such Employer, which
                  consent shall be conclusively presumed to have been given by
                  such Employer upon its submission of any information to the
                  Committee required by the terms of or with respect to the Plan
                  or upon making a contribution to the Trust Fund pursuant to
                  the terms of the Plan following notice of such modification.

         (c)      The provisions of the Plan and the Trust Agreement shall apply
                  separately and equally to each Employer and its Employees in
                  the same manner as is expressly provided for the Company and
                  its Employees, except that the power to appoint or otherwise
                  affect the Committee or the Trustee and the power to amend or
                  terminate the Plan and Trust Agreement shall be exercised by
                  the Directors, or by the Committee, if applicable, and, in the
                  case of Employers that are Controlled Entities, Employer
                  Retirement Savings Contributions to be allocated pursuant to
                  Subsection 4.2(d) shall be allocated on an aggregate basis
                  among the Participants employed by all Employers; provided,
                  however, that each Employer shall contribute to the Trust Fund
                  its share of the Employer Retirement Savings Contribution for
                  a Plan Year based on the Participants in its employ during
                  such Plan Year who will receive such contribution for such
                  Plan Year.

         (d)      Transfer of employment among Employers shall not be considered
                  a termination of employment hereunder, and Service with one
                  shall be considered as Service with all others.

         (e)      Any Employer may, by appropriate action of its board of
                  directors or noncorporate counterpart communicated in writing
                  to the Secretary of the Company, the Trustee, and the
                  Committee, terminate its participation in the Plan and the
                  Trust. Moreover, the Committee may, in its discretion,
                  terminate an



                                      -55-
   63
                  Employer's Plan and Trust participation at any time by written
                  instrument delivered to the Secretary of the Company and the
                  designated Employer.

15.2     SINGLE PLAN. For purposes of the Code and ERISA, the Plan as adopted by
         the Employers shall constitute a single plan rather than a separate
         plan of each Employer. All assets in the Trust Fund shall be available
         to pay benefits to all Participants and their beneficiaries.



                                      -56-
   64
                                      XVI.
                            MISCELLANEOUS PROVISIONS

16.1     NOT CONTRACT OF EMPLOYMENT. The adoption and maintenance of the Plan
         shall not be deemed to be either a contract between the Employer and
         any person or consideration for the employment of any person. Nothing
         herein contained shall be deemed to give any person the right to be
         retained in the employ of the Employer or to restrict the right of the
         Employer to discharge any person at any time, nor shall the Plan be
         deemed to give the Employer the right to require any person to remain
         in the employ of the Employer or to restrict any person's right to
         terminate his employment at any time.

16.2     ALIENATION OF INTEREST FORBIDDEN. Except as otherwise provided with
         respect to "qualified domestic relations orders" and certain judgments
         and settlements pursuant to section 206(d) of ERISA and sections
         401(a)(13) and 414(p) of the Code, and except as otherwise provided
         under other applicable law, no right or interest of any kind in any
         benefit shall be transferable or assignable by any Participant or any
         beneficiary or be subject to anticipation, adjustment, alienation,
         encumbrance, garnishment, attachment, execution, or levy of any kind.
         Plan provisions to the contrary notwithstanding, the Committee shall
         comply with the terms and provisions of any "qualified domestic
         relations order," including an order that requires distributions to an
         alternate payee prior to a Participant's "earliest retirement age" as
         such term is defined in section 206(d)(3)(E)(ii) of ERISA and section
         414(p)(4)(B) of the Code, and shall establish an appropriate procedure
         to effect the same, which procedure shall be incorporated herein by
         reference.

16.3     UNIFORMED SERVICES EMPLOYMENT AND REEMPLOYMENT RIGHTS ACT REQUIREMENTS.
         Notwithstanding any provision of the Plan to the contrary,
         contributions, benefits, and service credit with respect to qualified
         military service will be provided in accordance with section 414(u) of
         the Code.

16.4     PAYMENTS TO MINORS AND INCOMPETENTS. If a Participant or beneficiary
         entitled to receive a benefit under the Plan is a minor, or is
         determined by the Committee in its discretion to be incompetent, or is
         adjudged by a court of competent jurisdiction to be legally incapable
         of giving valid receipt and discharge for a benefit provided under the
         Plan, the Committee may pay such benefit to the duly appointed guardian
         or conservator of such Participant or beneficiary for the account of
         such Participant or beneficiary. If no guardian or conservator has been
         appointed for such Participant or beneficiary, the Committee may pay
         such benefit to any third party who is determined by the Committee, in
         its sole discretion, to be authorized to receive such benefit for the
         account of such Participant or beneficiary. Such payment shall operate
         as a full discharge of all liabilities and obligations of the
         Committee, the Trustee, the Employer, and any fiduciary of the Plan
         with respect to such benefit.

16.5     ACQUISITION AND HOLDING OF COMPANY STOCK. The Plan is specifically
         authorized to acquire and hold up to 100% of its assets in Company
         Stock so long as Company Stock is a "qualifying employer security," as
         such term is defined in section 407(d)(e) of ERISA.



                                      -57-
   65

16.6     PARTICIPANT'S AND BENEFICIARY'S ADDRESSES. It shall be the affirmative
         duty of each Participant to inform the Committee of, and to keep on
         file with the Committee, his current mailing address and the current
         mailing address of his designated beneficiary. If a Participant fails
         to keep the Committee informed of his current mailing address and the
         current mailing address of his designated beneficiary, neither the
         Committee, the Trustee, the Employer, nor any fiduciary under the Plan
         shall be responsible for any late or lost payment of a benefit or for
         failure of any notice to be provided timely under the terms of the
         Plan.

16.7     SEVERABILITY. If any provision of the Plan shall be held illegal or
         invalid for any reason, said illegality or invalidity shall not affect
         the remaining provisions hereof. In such case, each provision shall be
         fully severable, and the Plan shall be construed and enforced as if
         said illegal or invalid provision had never been included herein.

16.8     JURISDICTION. The situs of the Plan and the Trust hereby created is
         Texas. All provisions of the Plan shall be construed in accordance with
         the laws of Texas except to the extent preempted by federal law.

16.9     INCORRECT INFORMATION OR ERROR. Any contrary provisions of the Plan
         notwithstanding, if, because of a human or systems error, or because of
         incorrect information provided by or correct information failed to be
         provided by, fraud, misrepresentation, or concealment of any relevant
         fact (as determined by the Committee) by any person, the Plan enrolls
         any individual, pays any benefit, incurs a liability, or makes any
         overpayment or erroneous payment, the Plan shall be entitled to recover
         from such person the benefit paid or the liability incurred, together
         with all expenses incidental to or necessary for such recovery.

16.10    MERGED PLANS. Notwithstanding any provision of the Plan to the
         contrary, the Plan shall comply with the terms of each amendment and
         merger document, which is listed on Appendix A and attached thereto,
         providing for the merger of another plan with and into the Plan, the
         provisions of which shall include, without limitation, the preservation
         of all optional forms of benefits and other rights and features under
         such other plan, as required to be preserved pursuant to section
         411(d)(6) of the Code and applicable Treasury regulations issued
         thereunder, and the preservation of certain vesting rights under such
         other plan, but only to the extent that, when the terms of such
         amendment conflict with the terms of the Plan as amended after the
         adoption of such amendment and merger document, such compliance is
         required by law.



                                      -58-
   66

                                     XVII.
                                TOP-HEAVY STATUS

17.1     ARTICLE CONTROLS. Any Plan provisions to the contrary notwithstanding,
         the provisions of this Article shall control to the extent required to
         cause the Plan to comply with the requirements imposed under section
         416 of the Code.

17.2     DEFINITIONS. For purposes of this Article, the following terms and
         phrases when capitalized shall have these respective meanings
         notwithstanding that any such term or phrase may have a different
         meaning ascribed to it elsewhere in the Plan:

         (a)      ACCOUNT BALANCE: As of any Valuation Date, the aggregate
                  amount credited to an individual's account or accounts under a
                  qualified defined contribution plan maintained by the Employer
                  or a Controlled Entity (excluding employee contributions that
                  were deductible within the meaning of section 219 of the Code
                  and rollover or transfer contributions made after December 31,
                  1983, by or on behalf of such individual to such plan from
                  another qualified plan sponsored by an entity other than the
                  Employer or a Controlled Entity), increased by (i) the
                  aggregate distributions made to such individual from such plan
                  during a five-year period ending on the Determination Date and
                  (ii) the amount of any contributions due as of the
                  Determination Date immediately following such Valuation Date.

         (b)      ACCRUED BENEFIT: As of any Valuation Date, the present value
                  (computed on the basis of the Assumptions) of the cumulative
                  accrued benefit (excluding the portion thereof that is
                  attributable to employee contributions that were deductible
                  pursuant to section 219 of the Code, to rollover or transfer
                  contributions made after December 31, 1983, by or on behalf of
                  such individual to such plan from another qualified plan
                  sponsored by an entity other than the Employer or a Controlled
                  Entity, to proportional subsidies or to ancillary benefits) of
                  an individual under a qualified defined benefit plan
                  maintained by the Employer or a Controlled Entity, increased
                  by (i) the aggregate distributions made to such individual
                  from such plan during a five-year period ending on the
                  Determination Date and (ii) the estimated benefit accrued by
                  such individual between such Valuation Date and the
                  Determination Date immediately following such Valuation Date.
                  Solely for the purpose of determining top-heavy status, the
                  Accrued Benefit of an individual shall be determined under (A)
                  the method, if any, that uniformly applies for accrual
                  purposes under all qualified defined benefit plans maintained
                  by the Employer and the Controlled Entities or (B) if there is
                  no such method, as if such benefit accrued not more rapidly
                  than under the slowest accrual rate permitted under section
                  411(b)(1)(C) of the Code.

         (c)      AGGREGATION GROUP: The group of qualified plans maintained by
                  the Employer and each Controlled Entity consisting of (i) each
                  plan in which a Key Employee participates and each other plan
                  that enables a plan in which a Key Employee participates to
                  meet the requirements of section 401(a)(4) or 410 of the Code
                  or (ii) each plan in which a Key Employee participates, each
                  other plan that enables a plan in which a Key Employee
                  participates to meet the requirements of section 401(a)(4) or
                  410 of the Code, and any other plan that the Employer elects
                  to



                                      -59-
   67
                  include as a part of such group; provided, however, that the
                  Employer may elect to include a plan in such group only if the
                  group will continue to meet the requirements of sections
                  401(a)(4) and 410 of the Code with such plan being taken into
                  account.

         (d)      ASSUMPTIONS: The interest rate and mortality assumptions
                  specified for top-heavy status determination purposes in any
                  defined benefit plan included in the Aggregation Group that
                  includes the Plan.

         (e)      DETERMINATION DATE: For the first Plan Year of any plan, the
                  last day of such Plan Year and for each subsequent Plan Year
                  of such plan, the last day of the preceding Plan Year.

         (f)      KEY EMPLOYEE: A "key employee" as defined in section 416(i) of
                  the Code and the Treasury regulations thereunder.

         (g)      PLAN YEAR: With respect to any plan, the annual accounting
                  period used by such plan for annual reporting purposes.

         (h)      REMUNERATION: Compensation as defined in Article I.

         (i)      VALUATION DATE: With respect to any Plan Year of any defined
                  contribution plan, the most recent date within the
                  twelve-month period ending on a Determination Date as of which
                  the trust fund established under such plan was valued and the
                  net income (or loss) thereof allocated to participants'
                  accounts. With respect to any Plan Year of any defined benefit
                  plan, the most recent date within a twelve-month period ending
                  on a Determination Date as of which the plan assets were
                  valued for purposes of computing plan costs for purposes of
                  the requirements imposed under section 412 of the Code.

17.3     TOP-HEAVY STATUS. The Plan shall be deemed to be top-heavy for a Plan
         Year if, as of the Determination Date for such Plan Year, (i) the sum
         of Account Balances of Participants who are Key Employees exceeds 60%
         of the sum of Account Balances of all Participants unless an
         Aggregation Group including the Plan is not top-heavy or (ii) an
         Aggregation Group including the Plan is top-heavy. An Aggregation Group
         shall be deemed to be top-heavy as of a Determination Date if the sum
         (computed in accordance with section 416(g)(2)(B) of the Code and the
         Treasury regulations promulgated thereunder) of (i) the Account
         Balances of Key Employees under all defined contribution plans included
         in the Aggregation Group and (ii) the Accrued Benefits of Key Employees
         under all defined benefit plans included in the Aggregation Group
         exceeds 60% of the sum of the Account Balances and the Accrued Benefits
         of all individuals under such plans. Notwithstanding the foregoing, the
         Account Balances and Accrued Benefits of individuals who are not Key
         Employees in any Plan Year but who were Key Employees in any prior Plan
         Year shall not be considered in determining the top-heavy status of the
         Plan for such Plan Year. Further, notwithstanding the foregoing, the
         Account Balances and Accrued Benefits of individuals who have not
         performed services for the Employer or any Controlled Entity at any
         time during the five-year period ending on the applicable Determination
         Date shall not be considered.



                                      -60-
   68

17.4     TOP-HEAVY VESTING SCHEDULE. If the Plan is determined to be top-heavy
         for a Plan Year, the Vested Interest in the Employer Contribution
         Account of each Participant who is credited with an Hour of Service
         during such Plan Year shall be determined in accordance with the
         following schedule:



                               YEARS OF
                           VESTING SERVICE                    VESTED INTEREST
                           ---------------                    ---------------

                                                           
                           Less than 1 year                           0%
                           1 year                                    20%
                           2 years                                   40%
                           3 years                                   60%
                           4 years                                   80%
                           5 years or more                          100%


17.5     TOP-HEAVY CONTRIBUTION.

         (a)      If the Plan is determined to be top-heavy for a Plan Year, the
                  Employer shall contribute to the Plan for such Plan Year on
                  behalf of each Participant who is not a Key Employee and who
                  has not terminated his employment as of the last day of such
                  Plan Year an amount equal to:

         (b)      The lesser of (i) 3% of such Participant's Remuneration for
                  such Plan Year or (ii) a percent of such Participant's
                  Remuneration for such Plan Year equal to the greatest percent
                  determined by dividing for each Key Employee the amounts
                  allocated to such Key Employee's Salary Reduction Contribution
                  Account and Employer Contribution Account for such Plan Year
                  by such Key Employee's Remuneration; reduced by

         (c)      The amount of Employer Retirement Savings Contributions
                  allocated to such Participant's Employer Contribution Account
                  for such Plan Year.

                  (1)      The minimum contribution required to be made for a
                           Plan Year pursuant to this Section for a Participant
                           employed on the last day of such Plan Year shall be
                           made regardless of whether such Participant is
                           otherwise ineligible to receive an allocation of the
                           Employer's contributions for such Plan Year.

                  (2)      Notwithstanding the foregoing, if the Plan is deemed
                           to be top-heavy for a Plan Year, the Employer's
                           contribution for such Plan Year pursuant to this
                           Section shall be increased by substituting "4%" in
                           lieu of "3%" in Clause (i) hereof to the extent that
                           the Directors determine to so increase such
                           contribution to comply with the provisions of section
                           416(h)(2) of the Code.

         (d)      Notwithstanding the foregoing, no contribution shall be made
                  pursuant to this Section for a Plan Year with respect to a
                  Participant who is a participant in another defined
                  contribution plan sponsored by the Employer or a Controlled


                                      -61-
   69
                  Entity if such Participant receives under such other defined
                  contribution plan (for the plan year of such plan ending with
                  or within the Plan Year of the Plan) a contribution that is
                  equal to or greater than the minimum contribution required by
                  section 416(c)(2) of the Code.

         (e)      Notwithstanding the foregoing, no contribution shall be made
                  pursuant to this Section for a Plan Year with respect to a
                  Participant who is a participant in a defined benefit plan
                  sponsored by the Employer or a Controlled Entity if such
                  Participant accrues under such defined benefit plan (for the
                  plan year of such plan ending with or within the Plan Year of
                  this Plan) a benefit that is at least equal to the benefit
                  described in section 416(c)(1) of the Code. If the preceding
                  sentence is not applicable, the requirements of this Section
                  shall be met by providing a minimum benefit under such defined
                  benefit plan which, when considered with the benefit provided
                  under the Plan as an offset, is at least equal to the benefit
                  described in section 416(c)(1) of the Code.

17.6     TERMINATION OF TOP-HEAVY STATUS. If the Plan has been deemed to be
         top-heavy for one or more Plan Years and thereafter ceases to be
         top-heavy, the provisions of this Article shall cease to apply to the
         Plan effective as of the Determination Date on which it is determined
         no longer to be top-heavy. Notwithstanding the foregoing, the Vested
         Interest of each Participant as of such Determination Date shall not be
         reduced and, with respect to each Participant who has three or more
         years of Vesting Service on such Determination Date, the Vested
         Interest of each such Participant shall continue to be determined in
         accordance with the schedule Article VII.

17.7     EFFECT OF ARTICLE. Notwithstanding anything contained herein to the
         contrary, the provisions of this Article shall automatically become
         inoperative and of no effect to the extent not required by the Code or
         ERISA.

         EXECUTED this 26th day of December, 2000.

                                         DELL COMPUTER CORPORATION



                                         By: /s/ KATHLEEN ANGEL
                                             -----------------------------------
                                         Name:  Kathleen Angel
                                               ---------------------------------
                                         Title:  Director of Global Benefits
                                                --------------------------------



                                      -62-

EX-99.2

   1
                                                                    EXHIBIT 99.2

          AMENDMENT NO. 1 TO THE DELL COMPUTER CORPORATION 401(k) PLAN


   2

                             AMENDMENT NO. 1 TO THE
                      DELL COMPUTER CORPORATION 401(k) PLAN

         This Amendment, effective July 31, 2001, is hereby entered into by Dell
Computer Corporation, a Delaware corporation, having its principal office in
Austin, Texas (hereinafter referred to as "Employer"):

                                    RECITALS:

         WHEREAS, the Employer has previously established the Dell Computer
Corporation 401(k) Plan (the "Plan") for the benefit of those employees who
qualify thereunder and for their beneficiaries; and

         WHEREAS, the Employer has decided to sell the assets of its DellHost
business unit to Sprint Communications Company LP; and

         WHEREAS, the Employer's Benefits Administration Committee has decided
to fully vest all Plan participants whose employment is terminated as a result
of the sale of its DellHost business unit;

         NOW, THEREFORE, pursuant to Section 13.1 of the Plan, the following
amendment is hereby made, and shall be effective as of July 31, 2001:

         a. Section 7.1 of the Plan shall be amended by adding the following new
Subsections (e) to the end thereof, to be and to read as follows:

         "(e) Notwithstanding the preceding, any Participant whose employment
         with the Employer or a Controlled Entity is terminated in connection
         with the sale by the Employer of its DellHost business unit to Sprint
         Communications Company L.P. shall have a 100% Vested Interest in his
         Employer Contribution Account."

         IN WITNESS WHEREOF, the Employer has caused this instrument to be
executed as of the day and year first above written.

                                        DELL COMPUTER CORPORATION


                                        By: /s/ KATHLEEN ANGEL
                                            -----------------------------------

                                        Its: Director of Global Benefits
                                             ----------------------------------

ATTEST:

/s/ JANET B. WRIGHT
------------------------------------

EX-99.3

   1


                                                                    EXHIBIT 99.3

             TRUST AGREEMENT BETWEEN DELL COMPUTER CORPORATION AND
                          THE CHASE MANHATTAN BANK, N.A



   2



         TRUST AGREEMENT, effective as of April 1, 1996 between Dell Computer
Corporation, a Texas corporation (the "Sponsor"), and The Chase Manhattan Bank,
N.A., incorporated under the laws of the United States of America (the
"Trustee").

                                   WITNESSETH:

         WHEREAS, the Sponsor and certain of its subsidiaries and affiliated
organizations have adopted and may hereafter adopt defined contribution benefit
plans ("Separate Plans") for the benefit of certain employees of the Sponsor and
certain of its subsidiaries and affiliated organizations (each such plan being
herein sometimes referred to as a "Separate Plan" and the Separate Plans being
herein collectively referred to as the "Plan"); and

         WHEREAS, the Sponsor has established a trust for the collective
investment of the assets of the Plan in a trust fund which may be divided into
separate investment accounts; and

         WHEREAS, the Trustee has been named the Trustee of such trust; and

         WHEREAS, the Administration Committee (the "Administrator") is a named
fiduciary of the Plan (within the meaning of Section 402(a) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA")); and

         WHEREAS, the Trustee is willing to hold and invest the aforesaid plan
assets, in accordance with the terms of this Agreement, in trust among several
investment options selected by the Administrator and as directed by Plan
participants; and

         WHEREAS, the Administrator is the administrator of the Plan (within the
meaning of Section 3(16)(A) of ERISA);



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         NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants and agreements set forth below, the Sponsor and the Trustee
agree as follows:

SECTION 1. TRUST.

         The Sponsor hereby reestablishes the Dell Computer Corporation Master
Trust (the "Trust") with the Trustee. The Trust shall consist of an initial
contribution of money or other property acceptable to the Trustee in its sole
discretion, made by the Sponsor or transferred from the previous trustee under
the Plan, such additional sums of money and Sponsor Stock (hereinafter defined)
as shall from time to time be delivered to the Trustee under the Plan, all
investments made therewith and proceeds thereof, and all earnings and profits
thereon, less the payments that are made by the Trustee as provided herein,
without distinction between principal and income. The Trustee hereby accepts the
Trust on the terms and conditions set forth in this Agreement. In accepting this
Trust, the Trustee shall be accountable for the assets received by it, subject
to the terms and conditions of this Agreement. The Trustee shall not be
responsible for the collection of any contributions to the Plan or for the
determination of the amount or frequency of any contributions required by the
Plan or for interpreting, construing or enforcing the Plan or the Plan's
compliance with ERISA, and such responsibility shall be borne solely by the
Administrator.

SECTION 2. EXCLUSIVE BENEFIT AND REVERSION OF SPONSOR CONTRIBUTIONS.

         Except as provided under applicable law, no part of the Trust may be
used for, or diverted to, purposes other than the exclusive benefit of the
participants in the Plan or their beneficiaries prior to the satisfaction of all
liabilities with respect to the participants and their beneficiaries.

SECTION 3. DISBURSEMENTS.

         (a) Directions from Administrator. The Trustee shall make disbursements
(which shall not include the transfer of funds for investment) in the amounts
and in the manner that the



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Administrator or Subtransfer Agent (as hereinafter defined) directs from time to
time. The Trustee shall have no responsibility to ascertain any direction's
compliance with the terms of the Plan, any applicable law, the direction's
effect for tax purposes or otherwise; nor shall the Trustee have any
responsibility to see to the application of any disbursement.

         (b) Limitations. The Trustee shall not be required to make any
disbursement in excess of the net realizable value of the assets of the Trust at
the time of the disbursement. The Trustee shall not be required to make any
disbursement in cash unless the Administrator or Subtransfer Agent has provided
a direction as to the assets to be converted to cash for the purpose of making
the disbursement.

SECTION 4. INVESTMENT OF TRUST.

         (a) Selection of Investment Options. The Trustee shall have no
responsibility for the selection of investment option under the Trust and shall
not render investment advice to any person in connection with the selection of
such options.

         (b) Available Investment Options. The Administrator shall direct the
Trustee as to the investment options which shall be maintained or used for Plan
participant investments. The Administrator may determine to offer investment
options which may include, but shall not be limited to, (i) securities issued by
any investment company registered under the Investment Company Act of 1940
("Mutual Funds"), (ii) equity securities issued by the Sponsor or an affiliate
which are publicly-traded and which are "qualifying employer securities" within
the meaning of Section 407(d)(5) of ERISA ("Sponsor Stock"), (iii) notes
evidencing loans to Plan participants in accordance with the terms of the Plan,
and (iv) short term investment funds maintained by the Trustee for qualified
plans. The Trustee shall be considered a fiduciary with investment discretion



                                       3
   5



only with respect to Plan assets that are invested in short term investment
funds maintained by the Trustee for qualified plans and the Dell Computer
Corporation Stock Fund.

         (c) Designation of Investment Options. Specific investment options
shall be designated in writing from time to time by the Administrator giving
sufficient notice thereof for the Trustee to implement any necessary operating
procedures. All investment options offered must be able to be valued on a daily
basis by the Trustee.

         (d) Participant Direction. Each Plan participant shall direct the
subtransfer agent appointed by the Sponsor (the "Subtransfer Agent") in which
investment option(s) to invest the assets in the participant's individual
accounts.

         The Trustee shall invest the assets allocated to Plan participant
accounts only when, if and in the manner, directed by the Subtransfer Agent and
shall not be under any obligation to invest or otherwise manage any of such
assets. It shall be the duty of the Trustee to act strictly in accordance with
the Subtransfer Agent's directions and the Trustee shall be under no liability
for any loss of any kind which may result by it taking or refraining from taking
any action in accordance with any such direction. The Subtransfer Agent shall
certify to the Trustee the identity of the person or persons authorized to give
instructions or directions on its behalf. The Trustee may continue to rely on
all certifications under this paragraph unless otherwise notified in writing by
the Administrator or the Subtransfer Agent, as the case may be.

         In the event that the Trustee fails to receive directions with respect
to any assets held in the Trust outside of its own collective funds, such assets
shall be invested in the Short Term Investment Fund until the Trustee receives
further direction.



                                       4
   6



         (e) Mutual Funds. Trust investments in Mutual Funds shall be subject to
the following limitations:

                  (i) Execution of Purchases and Sales. Purchases, sales and
exchanges of Mutual Funds shall be made on the date on which the Trustee
receives from the Subtransfer Agent in good order all information and
documentation necessary in time to effect such purchases, sales and exchanges,
and in the case of a purchase, has or receives funds necessary to make such
purchase. For this purpose, the Administrator may designate certain funds
between which an exchange shall not be deemed a purchase. The Trustee shall not
be obligated to make exchanges between other funds unless sufficient balances
are available for the purchase of such Mutual Fund shares.


                  (ii) Voting. At the time of mailing of notice of each annual
or special stockholders' meeting of any Mutual Fund, unless the Administrator
has appointed a different agent for this purpose, the Trustee shall send a copy
of the notice and all proxy solicitation materials to each Plan participant who
has shares of the Mutual Fund credited to the participant's accounts, together
with a voting direction form for return to the Trustee or its designee. Sponsor
will ensure that the appropriate documentation and proxy voting materials are
provided for distribution to participants. Each participant, as a named
fiduciary of the Plan, shall have the right to direct the Trustee as to the
manner in which the Trustee is to vote the shares credited to the participant's
accounts (both vested and unvested). The Trustee shall not vote shares for which
it has received no directions from the participant. With respect to all rights
other than the right to vote, the Trustee shall follow the directions of the
participant and if no such directions are received, the directions of the
Administrator. The Trustee shall have no duty to solicit direction from
participants.


         (f) Sponsor Stock. Trust investments in Sponsor Stock shall be made via
the Dell Computer Corporation Stock Fund which shall consist of shares of
Sponsor Stock and short-term



                                       5
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liquid investments, including a commingled money market fund maintained by the
Trustee, necessary to satisfy the Fund's cash needs for transfers and payments.
The Dell Computer Corporation Stock Fund shall be valued on a daily unitized
basis which valuation shall be provided by the Trustee to the Subtransfer Agent.

                  (i) Acquisition Limit. Pursuant to the Plan, the Trust may be
invested in Sponsor Stock to the extent necessary to comply with investment
directions from the Administrator or under Section 4(d) of this Agreement.


                  (ii) Fiduciary Duty of Administrator. The Trustee shall not be
liable for any loss, or by reason of any breach, which arises from the
directions of the Administrator with respect to the acquisition and holding of
Sponsor Stock, unless it is clear on their face that the actions to be taken
under such directions are contrary to the terms of this Agreement or applicable
law.

                  (iii) Execution of Purchases and Sales.


                  (A) Purchases and sales of Sponsor Stock shall be made on the
open market on the date which the Trustee receives from the Administrator or the
Subtransfer Agent in good order all information and documentation necessary to
accurately effect such purchases and sales and, in the case of purchases,
receives a wire transfer of the funds necessary to make such purchases. Prior to
engaging in any transaction in Sponsor Stock, the Trustee shall offset purchase
and sale directions so that only the net number of shares shall be purchased or
sold. Such general rules shall not apply in the following circumstances:

                           (1) If the Trustee is unable to determine the number
of shares required to be purchased or sold on such date; or



                                       6
   8



                           (2) If the Trustee determines that it is imprudent to
purchase or sell the total number of shares required to be purchased or sold on
such day as a result of market conditions; or

                           (3) If the Trustee is prohibited by the Securities
and Exchange Commission, the New York Stock Exchange, or any other regulatory
body from purchasing or selling any or all of the shares required to be
purchased or sold on such day.

         In the event of the occurrence of the circumstances described in (1) or
(3) above, the Trustee shall purchase or sell such shares as soon as possible
thereafter and shall determine the price of such purchases or sales according to
normal operating procedures. In the event of the occurrence of the circumstances
described in (2) above, the Trustee shall consult with the Administrator before
taking any action.

                  (B) Purchases and Sales from or to Sponsor. The Trustee may
purchase or sell Sponsor Stock from or to the Sponsor if the purchase or sale is
for adequate consideration (within the meaning of Section 3(18) of ERISA) and no
commission is charged. If Plan participant or Sponsor contributions under the
Plan are to be invested in Sponsor Stock, the Sponsor may transfer Sponsor Stock
in lieu of cash to the Trust. In this case the number of shares transferred
shall be determined by dividing the amount of the contribution by the closing
price of the Sponsor Stock on the composite tape on the trading day immediately
preceding the date as of which the contribution is made. Purchases and sales to
or from third parties may also be made subject to similar arrangements, such
arrangements as approved in writing by the Sponsor.

                  (C) Use of an Affiliated Broker. The Administrator hereby
authorizes the Trustee to use Chase Securities, Inc. ("CSI") to provide
brokerage services in connection with



                                       7
   9



any purchase or sale of Sponsor Stock in accordance with directions from Plan
participants or the Administrator. The provision of brokerage services shall be
subject to the following:

                           (i) The quality of execution of trades shall not be
adversely affected by the use of CSI.

                           (ii) As consideration for such brokerage services,
the Administrator agrees that CSI shall be entitled to remuneration under this
authorization provision pursuant to a written agreement between the
Administrator and CSI.

                           (iii) Following the procedures set forth in
Department of Labor Prohibited Transaction Class Exemption 86-128, the Trustee
will provide the Administrator with the following documents: (1) a description
of CSI's brokerage placement practices; (2) a copy of PTCE 86-128, and (3) a
form by which the Administrator may terminate this authorization to use a broker
affiliated with the Trustee. The Trustee will provide the Administrator with
this termination form annually, as well as an annual report which summarizes all
securities transaction-related charges incurred by the Plan, and the Plan's
annualized turnover rate.

                           (iv) Any successor organization of CSI, through
reorganization, consolidation, merger or similar transactions, shall, upon
consummation of such transaction and written notice to the Administrator, become
the successor broker in accordance with the terms of this authorization
provision.

                           (v) The Trustee and CSI shall continue to rely on
this authorization provision until notified to the contrary. The Administrator
reserves the right to terminate this authorization at any time upon written
notice to CSI (or its successor) and the Trustee, in accordance with Section 11
of this Agreement.



                                       8
   10



                  (iv) Securities Law Reports. The Sponsor shall be responsible
for filing all reports required under Federal or state securities laws with
respect to the Trust's ownership of Sponsor Stock, including, without
limitation, any reports required under Section 13 or 16 of the Securities
Exchange Act of 1934, and shall immediately notify the Trustee in writing of any
requirement to stop purchases or sales of Sponsor Stock pending the filing of
any report. The Trustee shall provide to the Sponsor such information on the
Trust's ownership of Sponsor Stock as the Sponsor may reasonably request in
order to comply with Federal or state securities laws.

                  (v) Voting and Tender Offers. Notwithstanding any other
provision of this Agreement the provisions of this Section shall govern the
voting and tendering of Sponsor Stock. The Sponsor, after consultation with the
Trustee, shall pay for all printing, mailing and other out-of-pocket costs
associated with the voting and tendering of Sponsor Stock.

                  (A) Voting.

                           (1) When the issuer of the Sponsor Stock files
definitive proxy solicitation materials with the Securities and Exchange
Commission, the Sponsor shall cause a copy of all materials to be simultaneously
sent to the Trustee. Based on these materials the Trustee shall prepare a voting
instruction form or approve a form prepared by the Sponsor. At the time of
mailing of notice of each annual or special stockholders' meeting of the issuer
of the Sponsor Stock, the Trustee shall cause a copy of the notice and all proxy
solicitation materials to be sent to each Plan participant with an interest in
Sponsor Stock held in the Trust, together with the foregoing voting instruction
form to be returned to the Trustee or its designee. The Trustee shall provide
the Administrator with a copy of any materials provided to the participants and
shall certify to the Administrator that the materials have been mailed or
otherwise sent to participants.



                                       9
   11



                           (2) Each participant with an interest in the Dell
Computer Corporation Stock Fund shall have the right, acting in the capacity of
a named fiduciary within the meaning of Section 402 of ERISA, to direct the
Trustee as to the manner in which the Trustee is to vote (including not to vote)
that number of shares of Sponsor Stock reflecting such participant's
proportional interest in the Dell Computer Corporation Stock Fund (both vested
and unvested). Directions from a participant to the Trustee concerning the
voting of Sponsor Stock shall be held in confidence by the Trustee and shall not
be divulged to the Sponsor, or any officer or employee thereof, or any other
person. Upon its receipt of the directions, the Trustee shall vote the shares of
Sponsor Stock reflecting the participant's proportional interest in the Dell
Computer Corporation Stock Fund as directed by the participant. Subject to
applicable law, the Trustee shall vote shares of Sponsor Stock reflecting a
participant's proportional interest in the Dell Computer Corporation Stock Fund
for which it has received no directions from the participant proportionally in
accordance with the votes of shares for which it has received instructions.

                  (B) Tender Offers

                           (1) Upon commencement of a tender offer for any
securities held in the Trust that are Sponsor Stock, the Trustee shall notify,
or request the Subtransfer Agent to notify, each Plan participant with an
interest in such Sponsor Stock of the tender offer and utilize reasonable
efforts to timely distribute or cause to be distributed to the participants the
same information that is distributed to shareholders of the issuer of Sponsor
Stock in connection with the tender offer. After consulting with the Trustee and
the Subtransfer Agent, the Sponsor shall provide and pay for a means by which
the participant may direct the Trustee (including directions via the Subtransfer
Agent) whether or not to tender the Sponsor Stock reflecting such participant's
proportional interest in the Dell Computer Corporation Stock Fund (both vested
and



                                       10
   12



unvested). The Trustee shall provide the Sponsor with a copy of any material
provided to the participants and shall certify to the Sponsor that the materials
have been mailed or otherwise sent to participants.

                           (2) Each participant with an interest in the Dell
Computer Corporation Stock Fund shall have the right, acting in the capacity of
a named fiduciary within the meaning of Section 402 of ERISA, to direct the
Trustee (directly or through the Subtransfer Agent) to tender or not to tender
some or all of the shares of Sponsor Stock reflecting such participant's
proportional interest in the Dell Computer Corporation Stock Fund (both vested
and unvested). Directions from a participant (or from the Subtransfer Agent) to
the Trustee concerning the tender of Sponsor Stock shall be communicated in
writing, by facsimile transmission or such similar means as is agreed upon by
the Trustee, the Subtransfer Agent and the Sponsor under the preceding
paragraph. These directions shall be held in confidence by the Trustee and shall
not be divulged to the Sponsor, or any officer or employee thereof, or any other
person except to the extent that the consequences of such directions are
reflected in reports regularly communicated to any such persons in the ordinary
course of the performance of the Trustee's services hereunder. The Trustee shall
tender or not tender shares of Sponsor Stock as directed by the participant (or
the Subtransfer Agent if directions are provided to it by the participants).
Subject to applicable law, the Trustee shall not tender shares of Sponsor Stock
reflecting a participant's proportional interest in the Dell Computer
Corporation Stock Fund for which it has received no directions from the
participant or the Subtransfer Agent.

                           (3) A participant who has directed the Trustee or the
Subtransfer Agent to tender some or all of the shares of Sponsor Stock
reflecting the participant's proportional interest in the Dell Computer
Corporation Stock Fund may, at any time prior to the



                                       11
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tender offer withdrawal date, direct the Trustee or the Subtransfer Agent to
withdraw some or all of the tendered shares reflecting the participant's
proportional interest and the Trustee upon receipt of such directions from the
participant or the Subtransfer Agent, as the case may be, shall withdraw the
directed number of shares from the tender offer prior to the tender offer
withdrawal deadline. A participant shall not be limited as to the number of
directions to tender or withdraw that the participant may give to the Trustee or
the Subtransfer Agent, as the case may be.

                           (4) Pending receipt of directions from the
Subtransfer Agent or the Administrator, as provided in the Plan, as to which of
the remaining investment options the proceeds should be invested in, the Trustee
shall invest the proceeds in the Plan's Short Term Investment Fund or as may
otherwise be directed by the Administrator.

                  (vi) Shares Credited. For all purposes of this Section, the
number of shares of Sponsor Stock deemed "credited" or "reflected" to a
participant's proportional interest shall be determined as of the last preceding
valuation date.

                  (vii) General. With respect to all rights other than the right
to vote, the right to tender, and the right to withdraw shares previously
tendered, in the case of Sponsor Stock credited to a participant's proportional
interest in the Dell Computer Corporation Stock Fund, the Trustee shall follow
the directions of the Subtransfer Agent and if no such directions are received,
the directions of the Administrator. The Trustee shall have no duty to solicit
directions from any party.

                  (viii) Conversion. All provisions in this Section 4(f) shall
also apply to any securities received as a result of a conversion of Sponsor
Stock.

         (g) Notes. Unless other arrangements are made, the Administrator shall
act as the Trustee's agent for the purpose of holding all trust investments in
participant loan notes ("Notes")



                                       12
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and related documentation and as such shall (i) hold physical custody of and
keep safe the Notes and other loan documents, (ii) collect and remit all
principal and interest payments to the Trustee, (iii) keep the proceeds of such
loans separate from the other assets of the Administrator and clearly identify
such assets as Plan assets, (iv) advise the Trustee of the date, amount and
payee of the checks to be drawn representing loans, and (v) cancel the Notes and
other loan documentation when a loan has been paid in full. Notwithstanding
anything contained in this Agreement to the contrary, the Trustee shall retain
the original negotiated checks through which the Trustee pays the loan amounts
to the participants, and shall have no right, authority or duty to determine the
amount of or enforce in its discretion any payment of principal or interest or
the amount or application of any security under any Note, to allocate to any
Note or Notes any payments received by the Administrator or any disbursements or
transfers made therefrom, or to maintain any security under the Notes, and the
Administrator shall be solely responsible for the terms and enforcement of any
Notes or security interests thereunder, for the maintenance of appropriate
records reflecting the individual interests of Plan participants in any Notes or
payments or security relating thereto and for compliance with the requirements
of the Internal Revenue Code of 1986, as amended (the "Code") and any applicable
truth in lending or other consumer protection laws relating to loans under the
Plan. The Administrator shall report to the Trustee in writing periodically as
reasonably required by the Trustee as to the Notes in the Sponsor's possession
and/or their disposition. The Trustee and its independent auditors shall be
granted reasonable access to the records of the Administrator for audit purposes
in determining compliance with this provision.

         (h) Reliance of Trustee on Directions. (i) The Trustee shall not be
liable for any loss, or by reason of any breach, which arises from any
Subtransfer Agent's direction or lack of



                                       13
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direction or participant's exercise or non-exercise of rights under this Section
4 over the assets in the participant's accounts.

                  (ii) The Trustee shall not be liable for any loss or by reason
of any breach, which arises from the Administrator's exercise or non-exercise of
rights under this Section 4 unless it is clear on their face that the actions to
be taken under the Administrator's directions were contrary to the terms of this
Agreement or applicable law.

         (i) Trustee Powers. The Trustee shall have the following powers and
authority:

                  (i) Subject to paragraphs (b), (c), (d), (e), (f) and (g) of
this Section 4, to sell, exchange, convey, transfer, or otherwise dispose of any
property held in the Trust, by private contract or at public auction. No person
dealing on behalf of the Sponsor with the Trustee shall be bound to see to the
application of the purchase money or other property delivered to the Trustee or
to inquire into the validity, expediency, or propriety of any such sale or other
disposition.


                  (ii) Subject to paragraphs (b) and (c) of this Section 4, to
invest in the investment media described in Section 4 and short term investments
(including interest bearing accounts with the Trustee or money market mutual
funds managed by affiliates of the Trustee) and in short term collective
investment funds maintained by the Trustee for qualified plans, in which case
the provisions of each short term collective investment fund in which the Trust
is invested shall be deemed adopted by the Sponsor and the provisions thereof
incorporated as a part of this Trust as long as the fund remains exempt from
taxation under Sections 401(a) and 501(a) of the Code.


                  (iii) To cause any securities or other property held as part
of the Trust to be registered in the Trustee's own name, in the name of one or
more of its nominees, or in the



                                       14
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Trustee's account with the Depository Trust Company of New York and to hold any
investments in bearer form, but the books and records of the Trustee shall at
all times show that all such investments are part of the Trust.


                  (iv) To make, execute, acknowledge, and deliver any and all
documents of transfer or conveyance and to carry out the powers herein granted.


                  (v) To settle, compromise, or submit to arbitration any
claims, debts, or damages due to or arising from the Trust; to commence or
defend suits or legal or administrative proceedings; to represent the Trust in
all suits and legal and administrative hearings; and to pay all reasonable
expenses arising from any such action, from the Trust if not paid by the
Sponsor.


                  (vi) To employ, subject to the approval of the Sponsor, which
shall not be unreasonably withheld, legal, accounting, clerical, and other
assistance as may be required in carrying out the provisions of this Agreement
and to pay their reasonable expenses and compensation from the Trust if not paid
by the Sponsor.


                  (vii) To do, subject to the consent of the Sponsor, which
shall not be unreasonably withheld, all other acts although not specifically
mentioned herein, as the Trustee may deem necessary to carry out any of the
foregoing powers and the purposes of the Trust.


SECTION 5. ACCOUNTS OF THE TRUSTEE.

         The Trustee shall render from time to time accounts of its transactions
to the Administrator and the Administrator may approve such accounts by an
instrument in writing delivered to the Trustee. In the absence of the filing in
writing with the Trustee by the Administrator or of exceptions or objections to
any such account within sixty (60) days of the filing of Form 5500 for the Plan
for the period covered by the account, the Administrator shall be deemed to have
approved such account; and in such case or upon the written approval of the



                                       15
   17



Administrator of any such account, the Trustee shall, to the maximum extent
permitted by ERISA, be released, relieved and discharged with respect to all
matters and things set forth in such accounts as though such account had been
settled by the decree of a court of competent jurisdiction in an action or
proceeding in which the Administrator, all other persons having fiduciary
responsibility with respect to the trust, and all persons having any beneficial
interest in the Trust Fund were parties. Except as provided by applicable law,
no persons other than the Sponsor or the Administrator may require an accounting
or bring any action against the Trustee with respect to the trust or its actions
as Trustee.

         Nothing contained in this Agreement or in the Plan shall deprive the
Trustee of the right to have a judicial settlement of its accounts. In any
proceeding for a judicial settlement of the Trustee's accounts, or for
instructions in connection with the trust, the only necessary parties thereto in
addition to the Trustee shall be the Sponsor and the Administrator. If the
Trustee so elects, it may bring in as a party or parties defendant any other
person or persons.

SECTION 6. COMPENSATION AND EXPENSES.

         Within thirty (30) days of receipt of the Trustee's bill, which shall
be computed and billed in accordance with Schedule "A" attached hereto and made
a part hereof, as amended from time to time, the Sponsor shall send to the
Trustee a payment in such amount. All brokerage commissions incurred by the
Trustee relating directly to the acquisition and disposition of investments
constituting part of the Trust, and all taxes of any kind whatsoever that may be
levied or assessed under existing or future laws upon or in respect of the Trust
or the income thereof, shall be a charge against and paid from the appropriate
Plan participants' accounts.



                                       16
   18



SECTION 7. DIRECTIONS AND INDEMNIFICATION.

         (a) Directions. The Trustee shall be fully protected in relying upon a
certification of any person authorized to act on behalf of the Administrator
with respect to any instruction, direction or approval of the Administrator, and
protected also in relying upon a certification of the Sponsor as to the persons
authorized to act on behalf of the Administrator, and in continuing to rely upon
such certification until a subsequent certification is filed with the Trustee.
The Trustee shall be further protected in relying upon a certification from the
Subtransfer Agent appointed by the Sponsor as to the person or persons
authorized to give instructions or directions on behalf of such Subtransfer
Agent and may continue to rely upon such certification until a subsequent
certification is filed with the Trustee. Unless otherwise provided herein, any
directions to be given to the Trustee under this Agreement by the Administrator
or Subtransfer Agent shall be given in writing or by electronic means mutually
satisfactory to the Trustee and the person giving the direction.

         The Trustee shall be fully protected in acting upon any instrument,
certificate, or paper believed by it to be genuine and to be signed or presented
by the proper person or persons, and the Trustee shall be under no duty to make
any investigation or inquiry as to any statement contained in any such writing
but may accept the same as conclusive evidence of the truth and accuracy of the
statements therein contained.

         The Trustee shall not be liable for the proper application of any part
of the Trust Fund if payments are made in accordance with the directions of the
Administrator or Subtransfer Agent as herein provided, nor shall the Trustee be
responsible for the adequacy of the Trust Fund to meet and discharge any and all
payments and liabilities under the Plan. All persons dealing with the



                                       17
   19



Trustee are released from inquiry into the decision or authority of the Trustee
and from seeing to the application of any moneys, securities or other property
paid or delivered to the Trustee.

         (b) Indemnification. The Sponsor shall indemnify the Trustee against,
and hold the Trustee harmless from, any and all loss, damage, penalty,
liability, cost, and expense, including without limitation, reasonable
attorneys' fees and disbursements, that may be incurred by, imposed upon, or
asserted against the Trustee by reason of any third party claim, regulatory
proceeding, or litigation arising from any act done or omitted to be done by any
individual or person with respect to the Manor Trust, including without
limitation the selection of GICs and similar investments by the Sponsor,
excepting only any and all loss, etc., to the extent that it arises from the
Trustee's failure to perform in accordance with the Trust Agreement, except to
the extent that the Trustee reasonably concludes that non-performance is
justified under ERISA.

         The Trustee shall indemnify the Sponsor against, and hold the Sponsor
harmless from, any and all loss, damage, penalty, liability, cost and expense,
including without limitation, reasonable attorneys' fees and disbursements that
may be incurred by, imposed upon or asserted against the Sponsor or
Administrator by reason of any third party claim, regulatory proceeding or
litigation to the extent that it arises from the Trustee's failure to perform in
accordance with the Trust Agreement, except to the extent that the Trustee
reasonably concludes that non-performance is justified under ERISA.

         (c) Survival. The provisions of this Section 7 shall survive the
termination of this Agreement.

SECTION 8. RESIGNATION OR REMOVAL OF TRUSTEE.

         (a) Resignation. The Trustee may resign at any time upon sixty (60)
days' notice in writing to the Sponsor, unless a shorter period of notice is
agreed upon by the Sponsor.



                                       18
   20



         (b) Removal. The Sponsor may remove the Trustee at any time upon sixty
(60) days' notice in writing to the Trustee, unless a shorter period of notice
is agreed upon by the Trustee.

SECTION 9. SUCCESSOR TRUSTEE.

         (a) Appointment. If the office of Trustee becomes vacant for any
reason, the Sponsor may in writing appoint a successor trustee under this
Agreement. The successor trustee shall have all of the rights, powers,
privileges, obligations, duties, liabilities, and immunities granted to the
Trustee under this Agreement. The successor trustee and predecessor trustee
shall not be liable for the acts or omissions of the other with respect to the
Trust.

         (b) Acceptance. When the successor trustee accepts its appointment
under this Agreement, title to and possession of the Trustee assets shall
immediately vest in the successor trustee without any further action on the part
of the predecessor trustee. The predecessor trustee shall execute all
instruments and do all acts that reasonably may be necessary or reasonably may
be requested in writing by the Sponsor or the successor trustee to vest title to
all Trust assets in the successor trustee or to deliver all Trust assets to the
successor trustee.

         (c) Corporate Action. Any successor of the Trustee or successor
trustee, through sale or transfer of the business or trust department of the
Trustee or successor trustee, or through reorganization, consolidation, or
merger, or any similar transaction, shall, upon consummation of the transaction,
become the successor trustee under this Agreement.

SECTION 10. TERMINATION.

         This Agreement may be terminated at any time by the Sponsor upon sixty
(60) days' notice in writing to the Trustee. On the date of the termination of
this Agreement, the Trustee shall forthwith transfer and deliver to such
individual or entity as the Sponsor shall designate, all cash and assets then
constituting the Trust. If, by the termination date, the Sponsor has not



                                       19
   21



notified the Trustee in writing as to whom the assets and cash are to be
transferred and delivered, the Trustee may bring an appropriate action or
proceeding for leave to deposit the assets and cash in a court of competent
jurisdiction. The Trustee shall be reimbursed by the Sponsor for all costs and
expenses of the action or proceeding including, without limitation, reasonable
attorneys' fees and disbursements.

SECTION 11. RESIGNATION, REMOVAL AND TERMINATION NOTICES.

         All notices of resignation, removal, or termination under this
Agreement must be in writing and mailed to the party to which the notice is
being given by certified or registered mail, return receipt requested, to the
Sponsor c/o Secretary of the Administration Committee, 2214 W. Braker Lane,
Suite D, Austin, TX 78758, and to the Trustee c/o Otis Sinnott, Relationship
Manager, The Chase Manhattan Bank, N.A., Global Securities Services, 770
Broadway 10th Fl., New York, NY 10003, or to such other addresses as the parties
have notified each other of in the foregoing manner.

SECTION 12. SINGLE FUND.

         The assets of the Trust shall be held, administered, invested and
managed in all respects as a single trust even though portions of such assets
may be attributable to different employers and the employees of each, or to
separate plans maintained by the same employer or different employers. The
Subtransfer Agent shall be responsible to maintain and determine the appropriate
share of the Trust fund held in respect of any such group of employees in the
event that such maintenance or determination shall be required by the Plan, this
Agreement or the operation of law. The determination by the Sponsor of the
shares of the Trust fund held in respect of any such employee group or plan
shall be final and conclusive upon all persons.



                                       20
   22



SECTION 13. TRANSFER OF ASSETS.

         Upon written direction of the Administrator the Trustee shall (i)
transfer and deliver such part of the assets or the Trust fund as may be
specified in such direction to any trustee or insurance carrier maintaining any
other investment medium of the Plan or to any trustee or insurance carrier
maintaining any investment medium of a plan, other than the Plan, which
qualifies under Section 401(a) of the Code into which plan the Plan (or any
portion thereof) shall be merged or consolidated, or (ii) accept the transfer to
the Trust fund of assets acceptable to it from any trustee or insurance carrier
maintaining any other investment medium of the Plan or from any trustee or
insurance carrier maintaining any investment medium of a plan, other than the
Plan which qualifies under Section 401(a) of the Code and which (or any portion
of which) shall be merged or consolidated with the Plan. Any such transfer shall
be subject to the provisions of Section 12 hereof and the Trustee shall have no
liability or responsibility (i) to determine whether such transfer shall be in
conformity with the provisions of any plan or of ERISA, or (ii) with regard to
the effect of such transfer upon any shares of the Trust fund held in respect of
participants or beneficiaries in the Plan whose interests (or any portion
thereof) in the Trust fund are being so transferred to other funding media, or
in respect of participants or beneficiaries in the Plan whose shares in the
Trust fund are not directly subject to any such transfer. Any such direction by
the Administrator shall constitute a certification that the transfer so directed
is one which the Administrator is authorized to direct and which is in
conformity with the provisions of the Plan or any other plan, this Agreement and
ERISA.

         The provisions of Section 10 relating to administrative determinations
shall be applicable with respect to any payments or transfers under this Section
13.



                                       21
   23



SECTION 14. ADOPTION OF TRUST BY SEPARATE PLAN.

         A Separate Plan may be funded in whole or in part through this trust
and become a participating Separate Plan hereunder only if all of the following
conditions have been met:

         (a) The Sponsor, subsidiary or an affiliate has established the
Separate Plan;

         (b) The Separate Plan is intended to meet the requirements for
qualification under Section 401(a) of the Code;

         (c) This trust is exempt from taxation under Section 401(a) of the
Code;

         (d) This trust (as then in effect and as the same may be amended from
time to time) has been duly adopted as the trust for purposes of funding such
Separate Plan;

         (e) This trust is maintained at all times as a domestic trust in the
United States;

         (f) The Sponsor or the Administrator is duly authorized to exercise on
behalf of such Separate Plan all of the authority vested in it by the terms of
this trust;

         (g) This Agreement is constituted as a part of the Separate Plan to the
extent of the beneficial interest of each such Separate Plan in the Trust Fund;
and

         (h) Each Separate Plan is prohibited from making any assignment, either
in whole or part, of its beneficial interest in the Trust Fund.

         When the trust is adopted as a trust under the Separate Plan of any
subsidiary or affiliate of the Sponsor, such subsidiary or affiliate shall be
bound by the decisions, instructions, actions and directions of the Sponsor or
the Administrator under this Agreement and the Trustee shall be fully protected
by the Sponsor and such subsidiary or affiliate in relying upon such decisions,
instructions, actions and directions of the Sponsor or the Administrator. The
Trustee shall not be required to give notice to or obtain the consent of any
such subsidiary or affiliate with respect to



                                       22
   24



any action which is taken by the Trustee pursuant to this Agreement, and the
Sponsor shall have the sole authority to enforce this Agreement on behalf of any
such subsidiary or affiliate.

         Any Separate Plan may at any time segregate from further participation
in the trust under this Trust Agreement. The Sponsor establishing such Separate
Plan shall file with the Trustee a document evidencing its segregation from the
Trust Fund and its continuance as a trust in accordance with the provisions of
this Trust Agreement as though such Sponsor were the sole creator thereof. In
such event, the Trustee shall deliver to itself, as Trustee of such trust, the
beneficial interest of such Separate Plan as determined under the provisions of
Section 12 hereof. Such Sponsor may thereafter exercise in respect of this Trust
Agreement all the rights and powers reserved to the Administrator under the
provisions of this Trust Agreement.

         In lieu of the establishment of a separate trust with respect to the
participants and beneficiaries under a segregating Separate Plan in accordance
with the foregoing provisions of this Article, such beneficial interest may be
segregated as provided above and transferred directly to the trustee or
insurance company maintaining the funding medium of a plan other than the
Separate Plan in accordance with the provisions of Section 13 hereof.

SECTION 15. AGREEMENT INCORPORATED IN SEPARATE PLANS.

         This Agreement constitutes a part of each Separate Plan and of any
separate trust created in connection therewith and is part thereof to the extent
of the beneficial interest of each Separate Plan or separate trust in the Trust
Fund. Trust assets will be accepted or retained for investment hereunder only
from or on account of Separate Plans or separate trusts which are qualified as
tax free employee benefit trusts under the provisions of the Internal Revenue
Code as in effect from time to time. Any separate trust shall be prohibited from
making any assignment, either in whole or in part, of its beneficial interest in
the Trust Fund.



                                       23
   25



SECTION 16. DURATION.

         This Trust shall continue in effect without limit as to time, subject,
however, to the provisions of this Agreement relating to amendment,
modification, and termination thereof.

SECTION 17. AMENDMENT OR MODIFICATION.

         (a) Entire Agreement. This Agreement contains all of the terms agreed
upon between the parties with respect to the subject matter hereof.

         (b) Waiver. No wavier by either party of any failure or refusal to
comply with an obligation hereunder shall be deemed a waiver of any other or
subsequent failure or refusal to so comply.

         (c) Successors and Assigns. The stipulations in this Agreement shall
inure to the benefit of, and shall bind, the successors and assigns of the
respective parties.

         (d) Partial Invalidity. If any term or provision of this Agreement or
the application thereof to any person or circumstances shall, to any extent, be
invalid or unenforceable, the remainder of this Agreement, or the application of
such term or provision to persons or circumstances other than those as to which
it is held invalid or unenforceable, shall not be affected thereby, and each
term and provision of this Agreement shall be valid and enforceable to the
fullest extent permitted by law.

         (e) Section Headings. The headings of the various sections and
subsections of this Agreement have been inserted only for the purposes of
convenience and are not part of this Agreement and shall not be deemed in any
manner to modify, explain, expand or restrict any of the provisions of this
Agreement.



                                       24
   26



SECTION 18. GOVERNING LAW.

         (a) New York Law Controls. This Agreement and the trust created hereby
shall be construed, regulated and administered under the laws of the United
States or State of New York, as applicable, and, except where otherwise
specifically required by the provisions of ERISA, the Trustee shall be liable to
account only in the courts of the New York. All contributions to the Trustee
shall be deemed to take place in the State New York.

         (b) Trust Agreement Controls. The Trustee is not a party to the Plan,
and in the event of any conflict between the provisions of the Plan and the
provisions of this Agreement, the provisions of this Agreement shall control.

                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their duly authorized officers as of the day and
year first above written.

                                       DELL COMPUTER CORPORATION


                                       By: /s/ JULIE A. SACKET
                                          --------------------------------------
Attest:


/s/ LISA CUMMINGS
-------------------------------
                                       THE CHASE MANHATTAN BANK, N.A.


                                       By: OTIS A. SINNETT, JR.
                                          --------------------------------------
                                                    Vice President
Attest:


/s/ MARTHA A. COLE
-------------------------------
    Vice President



                                       25
   27



                                  FEE AGREEMENT

                               Dell Computer Corp.

Unless otherwise specified, the following rates are annualized and will be
billed on a calendar quarter basis:

Account Charge

o        $1,500 per account
o        $1,500 per Loan account
o        $5,000 for Company Stock account
o        Account charged waived where Chase Manhattan Bank investment vehicle
         is the investment option

Transaction Charge
o        $12.00 per Buy/Sell transaction, excluding STIF transactions

Administrative Charge
o         1/2 basis point on total market value

Benefit Payments
o        $5 per lump sum on total market value

Short Term Investment Management Fee
o        .37% (.12% after rebate) on amounts invested in our Short Term
         Investment Fund per year, charged directly monthly


Dell Computer Corp.                        The Chase Manhattan Bank, N.A.


By: Julie A. Sackett                       By: Otis A. Sinnett, Jr.
  -----------------------------------      -------------------------------------
Title: Vice President                      Title: Vice President
       ------------------------------      -------------------------------------




                                       26

EX-99.4

   1


                                                                    EXHIBIT 99.4

     AMENDMENT NO. 1 TO THE DELL COMPUTER CORPORATION MASTER TRUST AGREEMENT




   2



                             AMENDMENT NO. 1 TO THE
                            DELL COMPUTER CORPORATION
                                  MASTER TRUST

         THIS AGREEMENT is made as of this 26th day of December, 2000 by and
between DELL COMPUTER CORPORATION, a Texas corporation, (the "Company"), and THE
CHASE MANHATTAN BANK, N.A. (the "Trustee");

         WHEREAS, the Company and the Trustee previously executed THE DELL
COMPUTER CORPORATION MASTER TRUST (the "Trust") effective April 1, 1996; and

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

         NOW, THEREFORE, Section 4(b) of the of the Trust is hereby amended as
follows, but all other sections of the Trust shall remain in full force and
effect.

         1. Section 4(b) is hereby amended, as underlined, to be and read as
follows:

         "(b) Available Investment Options. The Administrator shall direct the
         Trustee as to the investment options which shall be maintained or used
         for Plan participant investments. The Administrator may determine to
         offer investment options which may include, but shall not be limited
         to, (i) securities issued by any investment company registered under
         the Investment Company Act of 1940 ("Mutual Funds"), (ii) equity
         securities issued by the Sponsor or an affiliate which are
         publicly-traded and which are "qualifying employer securities" within
         the meaning of Section 407(d)(5) of ERISA ("Sponsor Stock"), (iii)
         notes evidencing loans to Plan participants in accordance with the
         terms of the Plan, (iv) Directed Funds, as defined in Section 20 below,
         and (v) short term investment funds maintained by the Trustee for
         qualified plans. The Trustee shall be considered a fiduciary with
         investment discretion only with respect to Pla. n assets that are
         invested in short term investment funds maintained by the Trustee for
         qualified plans and the Dell Computer Corporation Stock Fund."

         2. The Trust is hereby amended by adding new Section 20 to the end
thereof, to be and read as follows:

         "SECTION 20. DIRECTED FUNDS.

                  (a) General. The Trustee may, pursuant to the direction of the
         Company, establish one or more segregated Investment Funds, each of
         which shall consist of a part of the assets of the Trust for which the
         Company has assigned to an Investment Manager pursuant to an investment
         management agreement . For purposes of this provision, the



                                      -1-
   3



         term "Investment Manager" shall mean a bank, insurance company or
         investment adviser satisfying the requirements of Section 3(38)of
         ERISA. The investment management agreement shall provide terms and
         conditions of appointment, authority and retention of the Investment
         Manager.

                  The Company shall promptly notify the Trustee in writing of
         the appointment or removal of an Investment Manager. Any notice of
         appointment pursuant to this Section shall constitute a representation
         and warranty that the Investment Manager has been appointed in
         accordance with the provisions of the Plan.

                  (b) Responsibility for Directed Funds. All transactions of any
         kind or nature in or from a Directed Fund shall be made upon such terms
         and conditions and from or through such brokers, dealers and other
         principals and agents as the Investment Manager shall direct. Unless
         specifically agreed to by the Trustee, no such transactions shall be
         executed through the facilities of the Trustee except where the Trustee
         shall make available its facilities solely for the purpose of temporary
         investment of cash reserves of a Directed Fund. (However, nothing in
         the preceding sentence shall confer any authority upon the Trustee to
         invest the cash balances of any Directed Fund unless and until it
         receives directions from the Investment Manager.)

                  (c) Investment Vehicles. Any Investment Vehicle, or interest
         therein, acquired by or transferred to the Trustee upon the directions
         of the Investment Manager shall be allocated to a designated Directed
         Fund, and the Trustee's duties and responsibilities under this
         Agreement shall not be increased or otherwise affected thereby. The
         Trustee shall be responsible solely for the safekeeping of the physical
         evidence, if any, and reporting of the Trust's ownership of or interest
         or participation in such Investment Vehicle.

                  (d) Duty of Care. In exercising any of the powers delegated
         under this Section, an Investment Manager shall discharge its duties
         hereunder with the care, skill, prudence, and diligence under the
         circumstances then prevailing that a prudent person acting in a like
         capacity and familiar with such matters would use in the conduct of an
         enterprise of like character and with like aims, consistent with the
         requirements of ERISA.

                  (e) Powers of Investment Managers. Without in any way limiting
         the powers and discretion conferred upon any Investment Manager by the
         other provisions of this Agreement or by law, each Investment Manager
         shall be vested with the following powers and discretion with respect
         to the assets of the Fund subject to its management and control, and,
         upon the directions of the Investment Manager of a Directed Fund, the
         Trustee shall make, execute, acknowledge and deliver any and all
         documents of transfer and conveyance and any and all other instruments
         that may be necessary or appropriate to enable such Investment Manager
         to carry out such powers and discretion:



                                      -2-
   4



                           (1) to sell, exchange, convey, transfer or otherwise
                  dispose of any property by private contract or at public
                  auction (subject to the provisions of the Plan and this
                  Agreement with respect to shares of Company Stock), and no
                  person dealing with the Investment Manager shall be bound to
                  see to the application of the purchase money or to inquire
                  into the validity, expediency or propriety of any such sale or
                  other disposition;

                           (2) to enter into contracts or to make commitments
                  either alone or in company with others to sell or acquire
                  property;

                           (3) to purchase or sell, write or issue, puts, calls
                  or other options, covered or uncovered, to enter into
                  financial futures contracts, forward placement contracts and
                  standby contracts, and in connection therewith, to deposit,
                  hold (or direct the Trustee, to deposit or hold)or pledge
                  assets of a Directed Fund);

                           (4) to purchase part interests in real property or in
                  mortgages on real property, wherever such real property may be
                  situated;

                           (5) to lease to others for any term without regard to
                  the duration of the Trust any real property or part interest
                  in real property; to delegate to a manager or the holder or
                  holders of a majority interest in any real property or
                  mortgage on real property or in any oil, mineral or gas
                  properties, the management and operation of any part interest
                  in such property or properties (including the authority to
                  sell such part interests or otherwise carry out the decisions
                  of such manager or the holder or holders of such majority
                  interest);

                           (6) to vote upon any stocks, bonds or other
                  securities (but subject to the suspension of any voting rights
                  as a result of any broker loan or similar agreement and
                  subject, further, to the provisions of the Plan and this
                  Agreement with respect to shares of Sponsor Stock); to give
                  general or special proxies or powers of attorney with or
                  without power of substitution; to exercise any conversion
                  privileges, subscription rights or other options and to make
                  any payments incidental thereto; to consent to or otherwise
                  participate in corporate reorganizations or other changes
                  affecting corporate securities and to delegate discretionary
                  powers and to pay any assessments or charges in connection
                  therewith.; and generally to exercise any of the powers of an
                  owner with respect to stocks, bonds, securities or other
                  property;

                           (7) to direct the Trustee to organize corporations
                  under the laws of any state for the purpose of acquiring or
                  holding title to property or to appoint an ancillary trustee
                  acceptable to the Trustee for such purpose;



                                      -3-
   5



                           (8) to invest in a fund consisting of securities
                  issued by corporations and selected and retained solely
                  because of their inclusion in, and in accordance with, one or
                  more commonly used indices of such securities, with the
                  objective of providing investment results for the fund which
                  approximate the overall performance of such designated index;

                           (9) to enter into any partnership, as a general or
                  limited partner, or joint venture;

                           (10) to purchase units or certificates issued by an
                  investment company or pooled trust or comparable entity;

                           (11) to transfer money or other property to an
                  insurance company issuing an insurance contract or to a
                  financial institution pursuant to an investment agreement;

                           (12) to transfer assets of Directed Fund to a common,
                  collective or commingled trust fund exempt from tax under the
                  Code maintained by the Investment Manager or an affiliate of
                  the Investment Manager or by another trustee, to be held and
                  invested subject to all of the terms and conditions thereof,
                  and such trust shall be deemed adopted as part of the Trust
                  and the Plan to the extent that assets of the Trust are
                  invested therein;

                           (13) to be reimbursed for the expenses incurred in
                  exercising any of the foregoing powers or to pay the
                  reasonable expenses incurred by any agent, manager or trustee
                  appointed pursuant hereto to the extent permitted by the Plan;

                           (14) to require the Trustee to borrow money on behalf
                  of the Directed Fund, and to require the Trustee to pledge any
                  asset of the Directed Fund as security therefore, for any
                  purpose which the Investment Manager deems necessary to the
                  normal administration of the Directed Fund; and

                           (15) to arrange for custody of assets of the Directed
                  Fund with custodians of its choice.

                  (f) Limitations on Trustee Responsibility.

                           (1) Trustee Not Responsible for Investments in
                  Directed Funds. The Trustee shall be under no duty or
                  obligation to review or to question any direction of any
                  Investment Manager, or to review securities or any other
                  property held in any Directed Fund with respect to prudence or
                  proper diversification or compliance with any limitation on
                  the Investment Manager's authority under this Agreement or the
                  Plan, any agreement entered into between the Company and the



                                      -4-
   6



                  Investment Manager or imposed by applicable law, or to make
                  any suggestions or recommendation to the Company, the
                  Committee or the Investment Manager with respect to the
                  retention or investment of any assets of any Directed Fund,
                  and shall have no authority to take any action or to refrain
                  from taking any action with respect to any asset of a Directed
                  Fund unless and until it is directed to do so by the
                  Investment Manager.

                           The Company shall limit, restrict or impose
                  guidelines affecting the exercise of the discretion conferred
                  on any Investment Manager. The limitations, restrictions or
                  guidelines applicable to the Trustee, as Investment Manager,
                  shall be communicated in writing to the Trustee. The Trustee
                  shall have no responsibility with respect to the formulation
                  of any funding policy or any investment or diversification
                  policies embodied therein. The Company or the Committee shall
                  be responsible for communicating, and monitoring adherence to,
                  any limitations or guidelines imposed on any other Investment
                  Manager by the guidelines described above.

                           (2) Responsibility for Directed Funds. All
                  transactions of any kind or nature in or from a Directed Fund
                  shall be made upon such terms and conditions and from or
                  through such brokers, dealers and other principals and agents
                  as the Investment Manager shall direct. Unless specifically
                  agreed to by the Trustee, no such transactions shall be
                  executed through the facilities of the Trustee except where
                  the Trustee shall make available its facilities solely for the
                  purpose of temporary investment of cash reserves of a Directed
                  Fund. (However, nothing in the preceding sentence shall confer
                  any authority upon the Trustee to invest the cash balances of
                  any Directed Fund unless and until it receives directions from
                  the Investment Manager.)

                           (3) Reliance on Investment Manager. The Trustee shall
                  be required under this Agreement to execute documents, to
                  settle transactions, to take action on behalf of or in the
                  name of the Trust and to make and receive payments on the
                  direction of the Investment Manager. The Trustee may rely on
                  the direction of the Investment Manager (i) that the
                  transaction is in accord with applicable law, (ii) that any
                  contract; agency, joinder, adoption, participation or
                  partnership agreement, deed, assignment or other document of
                  any kind which the Trustee is requested or required to execute
                  to effectuate the transaction has been reviewed by the
                  Investment Manager and, to the extent it deems advisable and
                  prudent, its counsel, (iii) that such instrument or document
                  is in proper form for execution by the Trustee, (iv) that,
                  where appropriate, insurance protecting the Trust against loss
                  or liability has been or will be maintained in the name of or
                  for the benefit of the Trustee, and (v) that all other acts to
                  perfect and protect the Trust's rights have been taken, and
                  the Trustee shall have no duty to make any independent inquiry
                  or investigation as to any of the foregoing before acting upon
                  such direction. In



                                      -5-
   7



                  addition, the Trustee shall not be liable for the default of
                  any Person with respect to any Investment Vehicle or any
                  investment in a Directed Fund or for the form, genuineness,
                  validity, sufficiency or effect of any document executed by,
                  delivered to or held by it for any Directed Fund on account of
                  such investment, or if, for any reason (other than the
                  negligence or willful misconduct of the Trustee)any rights of
                  the Trust therein shall lapse or shall become unenforceable or
                  worthless.

                           (4) Merger of Funds. The Trustee shall not have any
                  discretionary responsibility or authority to manage or control
                  any asset held in a Directed Fund upon the resignation or
                  removal of an Investment Manager unless and until it has been
                  notified in writing by the Company that the Investment
                  Manager's authority has terminated and that such Directed
                  Fund's assets are to be integrated with the other investment
                  funds maintained under the Trust Fund. Such notice shall not
                  be deemed effective until two bank business days after it has
                  been received by the Trustee. The Trustee shall not be liable
                  for any losses to the Fund resulting from the disposition of
                  any investment made by the Investment Manager or for the
                  retention of any illiquid or unmarketable investment or any
                  investment which is not widely publicly traded or for the
                  holding of any other investment acquired by the Investment
                  Manager if the Trustee is unable to dispose of such investment
                  because of any restrictions imposed by the Securities Act of
                  1933 or other Federal or state law, or if an orderly
                  liquidation of such investment is impractical under prevailing
                  conditions, or for failure to comply with any investment
                  limitations imposed pursuant to Section 4, or for any other,
                  violation of the terms of this Agreement, the Plan or
                  applicable law as a result of the addition of Directed Fund
                  assets to the other investment funds maintained under the
                  Trust Fund.

                           (5) Notification of Company in Event of Breach. If
                  the Trustee has actual knowledge that a breach of fiduciary
                  duty committed by an Investment Manager, it shall notify the
                  Company thereof.

                           (6) Duty to Enforce Claims. The Trustee shall have no
                  duty to commence or maintain any action, suit or legal
                  proceeding on behalf of the Trust on account of or growing out
                  of any investment made in or for a Directed Fund unless the
                  Trustee has been directed to do so by the Investment Manager
                  or the Company and unless the Trustee is either in possession
                  of funds sufficient for such purpose or unless it has been
                  indemnified to its satisfaction for counsel fees, costs and
                  other expenses and liabilities to which it, in its sole
                  judgment, may be subjected by beginning or maintaining such
                  action, suit or legal proceeding.

                           (7) Limitations on Transfers. Nothing herein shall be
                  deemed to empower any Investment Manager to direct the Trustee
                  to transfer any asset of a



                                      -6-
   8



                  Directed Fund to itself except for purposes of the payment of
                  its fee if such means of payment is permitted by its
                  investment management agreement."

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

                                             DELL COMPUTER CORPORATION



                                             By: /s/ KATHLEEN ANGEL
                                                 -------------------------------

                                             Its: Director of Global Benefits
                                                  ------------------------------


ATTEST:

/s/ Janet B. Wright
------------------------------------

Its:  Corporate Counsel
      ------------------------------


                                             CHASE MANHATTAN BANK, N.A.


                                             By: /s/ WILLIAM Q. WASP
                                                 -------------------------------

                                             Its: Vice President
                                                  ------------------------------


ATTEST:



------------------------------------
Its: Assistant Secretary




                                      -7-

EX-99.5

   1
                                                                    EXHIBIT 99.5

        AMENDMENT NO. 2 TO THE DELL COMPUTER CORPORATION TRUST AGREEMENT



   2

                             AMENDMENT NO. 2 TO THE
                            DELL COMPUTER CORPORATION
                                 TRUST AGREEMENT

         THIS AMENDMENT is made as of the 1st day of January, 2001 by and
between DELL COMPUTER CORPORATION, a Texas corporation, (the "Sponsor"), and THE
CHASE MANHATTAN BANK (the "Trustee") and amends the Trust Agreement, effective
April 1, 1996, between the Sponsor and The Chase Manhattan Bank, N.A., a
predecessor corporation of the Trustee;

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

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, the parties hereto agree as follows.

         1. Section 4(b) of the Trust is hereby amended, as underlined, to be
and read as follows:

         "(b) Available Investment Options. The Administrator shall direct the
         Trustee as to the investment options which shall be maintained or used
         for Plan participant investments. The Administrator may determine to
         offer investment options in its sole discretion, including, without
         limitation, any investment option comprising one or more Directed
         Funds. Nevertheless, each investment option for which daily valuation
         is offered shall be limited to, (i) securities issued by any one
         investment company registered under the Investment Company Act of 1940
         ("Mutual Funds"), (ii) equity securities issued by the Sponsor or an
         affiliate which are publicly-traded and which are "qualifying employer
         securities" within the meaning of Section 407(d)(5) of ERISA ("Sponsor
         Stock"), (iii) notes evidencing loans to Plan participants in
         accordance with the terms of the Plan, (iv) units in a single
         collective investment fund maintained by the Trustee, an Investment
         Manager, or an affiliate of an Investment Manager for qualified plans,
         (v) a Directed Fund consisting of one or more of the following: (A)
         guaranteed investment contracts ("GICs"), (B) a portfolio of securities
         and obligations that is intended to produce a fixed rate of investment
         return, including, but not limited to, United States government
         securities, corporate bonds, notes, debentures, convertible securities,
         preferred stocks and is held by one or more of the following (I) an
         insurance company separate account, (II) a custodian appointed by an
         insurance company or (III) a custodian appointed by an Investment
         Manager, and (C) interests in collective investment funds maintained by
         banks or other financial institutions which invest in such securities
         and obligations and other similar investments, in each case as chosen
         by the Administrator or an Investment Manager, (the "Fixed Income
         Fund"), and (vi) such other portfolios of securities for which the
         Trustee is willing to provide daily valuation, subject to terms and
         conditions acceptable to the Trustee. The Administrator shall also be
         responsible for determining from time to time the portion of the Dell
         Computer

   3

         Corporation Stock Fund that is held in cash or a short term investment
         fund. The Trustee shall be considered a fiduciary with investment
         discretion only with respect to Plan assets that are invested in short
         term investment funds maintained by the Trustee for qualified plans,
         including such short term investment funds held in the Dell Computer
         Corporation Stock Fund."

         2. Section 4(d) of the Trust is hereby amended by adding the following
sentence at the end of the first paragraph thereof.

         "Pursuant to the procedures established by the Sponsor, the Subtransfer
         Agent shall be responsible for receiving instructions from participants
         with respect to the investment of their individual accounts,
         aggregating such instructions, and either directing the Trustee to
         place net purchase and redemption orders with respect to each
         investment option selected for the Plan or, when applicable, placing
         such orders itself, as the case may be."

         3. Section 4(d) of the Trust is further hereby amended by adding the
following new paragraphs as the last two paragraphs thereof.

         "Pursuant to the procedures established by the Sponsor, the Subtransfer
         Agent shall have the power and authority to issue orders for the
         purchase or sale of securities directly to a Mutual Fund or a
         collective investment fund maintained by a bank or financial
         institution other than the Trustee. Written or electronic notification
         of the issuance of each such order shall be given promptly to the
         Trustee by the Subtransfer Agent, and the confirmation of each such
         order shall be confirmed to the Trustee by the Mutual Fund, or
         collective fund. Unless otherwise directed by the Administrator, such
         notification shall be authority for the Trustee to pay for securities
         purchased or to deliver securities sold as the case may be. Upon the
         direction of the Subtransfer Agent, pursuant to the procedures
         established by the Sponsor, the Trustee will execute and deliver
         appropriate trading authorizations, but no such authorization shall be
         deemed to increase the liability or responsibility of the Trustee under
         this Agreement.

                  The Subtransfer Agent shall at all times be deemed to be
         acting as agent of the Sponsor or the Administrator and not as agent of
         the Trustee. The Trustee shall have no responsibility to oversee the
         performance by the Subtransfer Agent of its responsibilities with
         respect to the Plan and shall not be liable for any act or omission of
         the Subtransfer Agent. The Sponsor shall indemnify and save harmless
         the Trustee for and from any loss, claim or expense (including
         reasonable attorneys' fees) arising by reason of any breach of any
         statutory or other duty owed to the Plan by the Subtransfer Agent."


                                       2
   4
4.       Section 4(i) of the trust is hereby amended in its entirety as follows:

         (i)      Trustee Powers. The Trustee shall have the following powers
                  and authority:

         (i)      to invest in any property, real or personal, or part interest
                  therein, wherever situated, excluding currency but including,
                  without limitation, governmental, corporate or personal
                  obligations, trust and participation certificates, partnership
                  interests, interest in limited liability companies and similar
                  entities, annuity or investment contracts issued by an
                  insurance company, leaseholds, fee titles, mortgages and other
                  interests in realty, preferred and common stocks, certificates
                  of deposit, financial options and futures or any other form of
                  option, evidences of indebtedness or ownership in foreign
                  corporations or other enterprises or indebtedness or
                  ownership, including securities or other property of the
                  Sponsor, even though the same may not be legal investment for
                  trustees under any law other than ERISA;

         (ii)     to sell, exchange, convey, transfer, or otherwise dispose of
                  any property held in the Trust, by private contract or at
                  public auction. No person dealing on behalf of the Sponsor
                  with the Trustee shall be bound to see to the application of
                  the purchase money or other property delivered to the Trustee
                  or to inquire into the validity, expediency, or propriety of
                  any such sale or other disposition;

         (iii)    to cause any securities or other property held as part of the
                  Trust to be registered in the Trustee's own name, in the name
                  of one or more of its nominees, or in the Trustee's account
                  with the Depository Trust Company of New York or any other
                  securities depository and to hold any investments in bearer
                  form, but the books and records of the Trustee shall at all
                  times show that all such investments are part of the Trust;

         (iv)     to make, execute, acknowledge, and deliver any and all
                  documents of transfer or conveyance and to carry out the
                  powers herein granted;

         (v)      to settle, compromise, or submit to arbitration any claims,
                  debts, or damages due to or arising from the Trust; to
                  commence or defend suits or legal or administrative
                  proceedings; to represent the Trust in all suits and legal and
                  administrative hearings; and to pay all reasonable expenses
                  arising from any such action, from the Trust if not paid by
                  the Sponsor;


                                       3
   5

         (vi)     to employ, subject to the approval of the Sponsor, which shall
                  not be unreasonably withheld, legal, accounting, clerical, and
                  other assistance as may be required in carrying out the
                  provisions of this Agreement and to pay their reasonable
                  expenses and compensation from the Trust if not paid by the
                  Sponsor;

         (vii)    to lend pursuant to separate agreement as may be agreed upon
                  any securities to brokers or dealers and to secure the same in
                  any manner, and during the term of any such loan to permit the
                  loaned securities to be transferred into the name of and voted
                  by the borrower or others;

         (viii)   to enter into contracts or to make commitments either alone or
                  in company with others to sell or acquire property;

         (ix)     to purchase or sell, write, or issue, puts, calls or other
                  options, covered of uncovered, to enter into financial futures
                  contracts, forward placement contracts and standby contracts,
                  and in connection therewith, to deposit, hold or pledge
                  assets;

         (x)      to purchase part interests in real property or in mortgages on
                  real property, wherever such real property may be situated;

         (xi)     to lease to others for any term without regard to the duration
                  of the Trust any real property or part interest in real
                  property; to delegate to a manager or the holder or holders of
                  a majority interest in any real property or mortgage on real
                  property or in any oil, mineral or gas properties, the
                  management and operation of any part interest in such property
                  or properties (including the authority to sell such part
                  interests or otherwise carry out the decisions of such manager
                  or the holder or holders of such majority interest);

         (xii)    to vote upon any stocks, bonds or other securities (but
                  subject to the suspension of any voting rights as a result of
                  any broker loan or similar agreement and subject, further, to
                  the provisions of the Plan and this Agreement with respect to
                  shares of Sponsor Stock); to give general or special proxies
                  or powers of attorney with or without power of substitution;
                  to exercise any conversion privileges, subscription rights or
                  other options and to make any payments incidental thereto; to
                  consent to or otherwise


                                       4
   6
                  participate in corporate reorganizations or other changes
                  affecting corporate securities and to delegate discretionary
                  powers and to pay any assessments or charges in connection
                  therewith; and generally to exercise any of the powers of an
                  owner with respect to stocks, bonds, securities or other
                  property;

         (xiii)   to organize corporations under the laws of any state for the
                  purpose of acquiring or holding title to property or to
                  appoint an ancillary trustee acceptable to the Trustee for
                  such purpose;

         (xiv)    to invest in a fund consisting of securities issued by
                  corporations and selected and retained solely because of their
                  inclusion in, and in accordance with, one or more commonly
                  used indices of such securities, with the objective of
                  providing investment results for the fund which approximate
                  the overall performance of such designated index;

         (xv)     to enter into any partnership, as a general or limited
                  partner, or joint ventures;

         (xvi)    to purchase units or certificates issued by an investment
                  company or pooled trust or comparable entity;

         (xvii)   to transfer money or other property to an insurance company
                  issuing an insurance contract or to a financial institution
                  pursuant to an investment agreement;

         (xviii)  to transfer assets to a common, collective or commingled trust
                  fund exempt from tax under the Code maintained by the Trustee,
                  an Investment Manager or an affiliate of an Investment
                  Manager, or by another trustee, to be held and invested
                  subject to all of the terms and conditions thereof, and such
                  trust shall be deemed adopted as part of the Trust and the
                  Plan to the extent that assets of the Trust are invested
                  therein;

         (xix)    to be reimbursed for the expenses incurred in exercising any
                  of the foregoing powers or to pay the reasonable expenses
                  incurred by any agent, manager or trustee appointed pursuant
                  hereto to the extent permitted by the Plan;


                                       5
   7

         (xx)     to borrow money on behalf of the Trust, and to pledge assets
                  of the Trust as security therefore, for any purpose deemed
                  necessary to the normal administration of the Trust; and

         (xxi)    to hold part or all of the Trust uninvested to the extent that
                  the directing party ascertains as reasonable and necessary for
                  limited periods of time;

         (xxii)   to invest at the Trustee (i) in any type of interest bearing
                  investments (including, but not limited to savings accounts,
                  money market accounts, certificates of deposit and repurchase
                  agreements) and (ii) in non-interest bearing accounts
                  (including, but not limited to checking accounts); and

         (xxiii)  to do, subject to the consent of the Sponsor, which shall not
                  be unreasonably withheld, all other acts although not
                  specifically mentioned herein, as the Trustee may deem
                  necessary to carry out any of the foregoing powers and the
                  purposes of the Trust.

         The Trustee may exercise the powers set forth in clauses (iii) and (iv)
         in its discretion. The Trustee shall exercise the powers set forth in
         the remaining clauses of this subsection (i) in its discretion to the
         extent, if any, that it has express investment management
         responsibility under this Agreement and (ii) in any case where the
         Trustee does not have express investment management responsibility
         under this Agreement, upon discretion from an Investment Manager acting
         under Section 20 or the Administrator or the Sponsor to the extent
         contemplated by this Agreement.

         5. Section 7(b) of the Trust is hereby amended by deleting the first
sentence thereof and substituting in lieu thereof the following:

            "The Sponsor shall indemnify the Trustee against, and hold the
            Trustee harmless from, any and all loss, damage, penalty, liability,
            cost, and expense, including without limitation, reasonable
            attorney's fees and disbursements ("Losses"), that may be incurred
            by, imposed upon, or asserted against the Trustee by reason of any
            third party claim, regulatory proceeding, or litigation arising from
            any act done or omitted to be done by any individual or person,
            including without limitation the Administrator, Subtransfer Agent,
            Sponsor and any Investment Manager, with respect to the Plan or
            Trust, including without limitation the selection of GICs and
            similar investments by the Sponsor, excepting only any and all
            Losses to the extent that such Losses arise from the Trustee's
            failure to perform in accordance with the Trust Agreement, except to
            the extent the Trustee's non-performance is permitted under ERISA."


                                       6
   8

         6. Section 7 of the Trust is further amended by renaming Section 7
"Directions, Indemnification and Limitation of Liability, renominating the
current text of Subsection 7(c) as 7(d) and adding the following as Subsection
7(c).

                  "(c) Except as otherwise required by ERISA, under no
         circumstances shall the Trustee incur liability for any indirect,
         consequential or special damages (including, without limitation, lost
         profits) of any form incurred by any person, whether or not foreseeable
         and regardless of the form of the action in which such a claim may be
         brought, with respect to the Trust or its role as Trustee."

         7. The Trust is hereby amended by adding new Section 20 to the end
thereof, to be and read as follows:

         "SECTION 20  DIRECTED FUNDS.

                  (a) General. The Administrator, from time to time and in
         accordance with provisions of the Plan, may direct to the Trustee to
         establish one or more separate accounts within the trust fund, each
         separate account being hereinafter referred to as a "Directed Fund,"
         and to allocate a portion of the assets held in the trust fund to such
         Directed Fund. As soon as administratively feasible (in accordance with
         the Trustee's customary operating procedures) following receipt of such
         written direction, the Trustee shall transfer to a Directed Fund those
         assets of the trust fund in accordance with such directions. The
         Administrator also may direct the Trustee to eliminate one or more
         Directed Funds, and the Trustee shall thereupon dispose of the assets
         of any such Directed Fund and reinvest the proceeds in accordance with
         the directions of the Administrator. The Trustee shall be under no duty
         to question, and shall not incur any liability on account of following,
         any direction of the Administrator with respect to the establishment or
         elimination of any Directed Fund or the allocation or transfer of
         securities or other property between or among any Directed Funds.

                  All interest, dividends and other income received with respect
         to, and any proceeds received from the sale, exchange, or other
         disposition of, securities or other property held in a Directed Fund
         shall be credited to and reinvested in that Directed Fund. All expenses
         of the Trust Fund which are allocable to a particular Directed Fund
         shall be so allocated and charged

                  (b) Investment Managers. The Administrator, from time to time
         and in accordance with the provisions of the Plan, may appoint one or
         more investment managers, each of which shall satisfy the
         qualifications set forth in Section 3(38) of ERISA, or any successor
         thereto (each an "Investment Manager"), under a written investment
         management agreement describing the powers and duties of the Investment
         Manager, to direct the investment and reinvestment of all or a


                                       7
   9
         portion of a Directed Fund. The Administrator shall be responsible for
         ensuring that the investment management agreement for each Investment
         Manager shall expressly outline the rights, duties and discretionary
         powers which shall be delegated to such Investment Manager; provided,
         however, that such rights shall not exceed the rights granted to the
         Trustee under Section 4(i) hereof. The Administrator shall be
         responsible for ascertaining that, while each Investment Manager is
         acting in that capacity, that Investment Manager satisfies the
         requirements of Section 3(38) of ERISA, or any successor thereto. The
         Administrator shall furnish the Trustee with written notice of the
         appointment of each Investment Manager hereunder, and of the
         termination of any such appointment. Such notice shall specify the
         assets which shall constitute the Directed Fund. The Trustee shall be
         fully protected in relying upon the effectiveness of such appointment
         and the Investment Manager's continuing satisfaction of the
         requirements set forth above until it receives written notice from the
         Administrator to the contrary.

                  Unless the Trustee has actual notice that an Investment
         Manager has resigned or been removed, the Trustee shall presume that
         each Investment Manager, pursuant to the terms of its investment
         management agreement, is entitled to act, in directing the investment
         and reinvestment of the Directed Fund for which it is responsible, in
         its sole and independent discretion and without limitation.

                  (c) Investment Vehicles. Any Investment Vehicle, or interest
         therein, acquired by or transferred to the Trustee upon the directions
         of the Investment Manager shall be allocated to a designated Directed
         Fund, and the Trustee's duties and responsibilities under this
         Agreement shall not be increased or otherwise affected thereby. The
         Trustee shall be responsible solely for the safekeeping of the physical
         evidence, if any, and reporting of the Trust's ownership of or interest
         or participation in such Investment Vehicle.

                  (d) Duty of Care. In exercising any of the powers delegated
         under this Section, an Investment Manager shall discharge its duties
         hereunder with the care, skill, prudence, and diligence under the
         circumstances then prevailing that a prudent person acting in a like
         capacity and familiar with such matters would use in the conduct of an
         enterprise of like character and with like aims, consistent with the
         requirements of ERISA.


                                       8
   10

                  (e) Certain Orders to Brokers. Except as otherwise provided in
         this Agreement, the Investment Manager of a Directed Fund shall have
         the power and authority to be exercised in its sole discretion at any
         time and from time to time, to issue orders for the purchase or sale of
         securities or other property directly to a broker. Written directions
         with respect to the issuance of each such order shall be given promptly
         to the Trustee by the Investment Manager or the Administrator and the
         confirmation of each such order shall be confirmed to the Trustee by
         the broker. Unless otherwise directed by the Administrator or
         Investment Manager, such direction shall be authority for the Trustee
         to pay for securities or other property purchased or to deliver
         securities or other property sold as the case may be. Upon direction
         from the Investment Manager or the Administrator, the Trustee will
         execute and deliver appropriate trading authorizations, but no such
         authorization shall be deemed to increase the liability or
         responsibility of the Trustee under this Agreement.

                  (f)      Limitations on Trustee Responsibility.

                           (1) Trustee Not Responsible for Investments in
                  Directed Funds. The Trustee shall be under no duty or
                  obligation to review or to question any direction of any
                  Investment Manager, or to review securities or any other
                  property held in any Directed Fund with respect to prudence or
                  proper diversification or compliance with any limitation on
                  the Investment Manager's authority under this Agreement or the
                  Plan, any agreement entered into between the Sponsor or the
                  Administrator and the Investment Manager or imposed by
                  applicable law, or to make any suggestions or recommendation
                  to the Sponsor, the Administrator or the Investment Manager
                  with respect to the retention or investment of any assets of
                  any Directed Fund, and shall have no authority to take any
                  action or to refrain from taking any action with respect to
                  any asset of a Directed Fund unless and until it is directed
                  to do so by the Investment Manager.

                           The Sponsor shall limit, restrict or impose
                  guidelines affecting the exercise of the discretion conferred
                  on any Investment Manager. The limitations, restrictions or
                  guidelines applicable to the Trustee, as Investment Manager,
                  shall be communicated in writing to the Trustee. The Trustee
                  shall have no responsibility with respect to the formulation
                  of any funding policy or any investment or diversification
                  policies embodied therein. The Sponsor or the Administrator
                  shall be responsible for communicating, and monitoring
                  adherence to, any limitations or guidelines imposed on any
                  other Investment Manager by the guidelines described above.

                           (2) Responsibility for Directed Funds. All
                  transactions of any kind or nature in or from a Directed Fund
                  shall be made upon such terms and conditions and from or
                  through such brokers, dealers and other principals and agents
                  as the Investment Manager shall direct. Unless


                                       9
   11
                  specifically agreed to by the Trustee, no such transactions
                  shall be executed through the facilities of the Trustee except
                  where the Trustee shall make available its facilities solely
                  for the purpose of temporary investment of cash reserves of a
                  Directed Fund. (However, nothing in the preceding sentence
                  shall confer any authority upon the Trustee to invest the cash
                  balances of any Directed Fund unless and until it receives
                  directions from the Investment Manager.)

                           (3) Reliance on Investment Manager. The Trustee shall
                  be required under this Agreement to execute documents, to
                  settle transactions, to take action on behalf of or in the
                  name of the Trust and to make and receive payments on the
                  direction of the Investment Manager. The Trustee may rely on
                  the direction of the Investment Manager (i) that the
                  transaction is in accord with applicable law, (ii) that any
                  contract, agency, joinder, adoption, participation or
                  partnership agreement, deed, assignment or other document of
                  any kind which the Trustee is requested or required to execute
                  to effectuate the transaction has been reviewed by the
                  Investment Manager and, to the extent it deems advisable and
                  prudent, its counsel, (iii) that such instrument or document
                  is in proper form for execution by the Trustee, (iv) that,
                  where appropriate, insurance protecting the Trust against loss
                  or liability has been or will be maintained in the name of or
                  for the benefit of the Trustee, and (v) that all other acts to
                  perfect and protect the Trust's rights have been taken, and
                  the Trustee shall have no duty to make any independent inquiry
                  or investigation as to any of the foregoing before acting upon
                  such direction. In addition, the Trustee shall not be liable
                  for the default of any Person with respect to any Investment
                  Vehicle or any investment in a Directed Fund or for the form,
                  genuineness, validity, sufficiency or effect of any document
                  executed by, delivered to or held by it for any Directed Fund
                  on account of such investment, or if, for any reason (other
                  than the negligence or willful misconduct of the Trustee) any
                  rights of the Trust therein shall lapse or shall become
                  unenforceable or worthless.

                           (4) Merger of Funds. The Trustee shall not have any
                  discretionary responsibility or authority to manage or control
                  any asset held in a Directed Fund upon the resignation or
                  removal of an Investment Manager. The Trustee shall not be
                  liable for any losses to the Directed Fund resulting from the
                  disposition of any investment made by the Investment Manager
                  or for the retention of any illiquid or unmarketable
                  investment or any investment which is not widely publicly
                  traded or for the holding of any other investment acquired by
                  the Investment Manager if the Trustee is unable to dispose of
                  such investment because of any restrictions imposed by the
                  Securities Act of 1933 or other federal or state law, or if an
                  orderly liquidation of such investment is impractical under
                  prevailing conditions, or for failure to comply with any
                  investment limitations imposed pursuant to Section 4, or for
                  any other, violation of the


                                       10
   12
                  terms of this Agreement, the Plan or applicable law as a
                  result of the addition of Directed Fund assets to the other
                  investment funds maintained under the Trust Fund.

                           (5) Duty to Enforce Claims. The Trustee shall have no
                  duty to commence or maintain any action, suit or legal
                  proceeding on behalf of the Trust on account of or growing out
                  of any investment made in or for a Directed Fund unless the
                  Trustee has been directed to do so by the Investment Manager
                  or the Company and unless the Trustee is either in possession
                  of funds sufficient for such purpose or unless it has been
                  indemnified to its satisfaction for counsel fees, costs and
                  other expenses and liabilities to which it, in its sole
                  judgment, may be subjected by beginning or maintaining such
                  action, suit or legal proceeding.

                           (6) Limitations on Transfers. Nothing herein shall be
                  deemed to empower any Investment Manager to direct the Trustee
                  to transfer any asset of a Directed Fund to itself except for
                  purposes of the payment of its fee if such means of payment is
                  permitted by its investment management agreement.

                           (7) Notification to the Sponsor. If officers of the
                  Trustee engaged in an ongoing basis in the servicing of the
                  Trust Fund have actual knowledge that an Investment Manager
                  has breached its fiduciary duty hereunder, it shall promptly
                  notify the Sponsor of such breach."

         7. The Trust is hereby amended by adding new Section 21 at the end
thereof, to be and read as follows.

         "Section 21.  Valuation of the Trust Fund.

                  The Trustee shall determine the fair market value or fair
         value of securities or other property held in the Trust Fund based upon
         one or more of the following: information and financial publications of
         general circulation, statistical and valuation services, records of
         security exchanges, appraisals by qualified Persons, transactions and
         bona fide offers in assets of the type in question, valuations provided
         by Investment Managers, valuations provided by the insurance company or
         custodian holding custody of assets described in clause (v)(B) of
         Section 4(b), and other information customarily used in the valuation
         of property. The Trustee may retain one or more reputable pricing
         services (whether or not affiliated with the Trustee) as the Trustee
         may deem advisable and the Trustee shall be entitled to rely upon the
         prices so provided. The Trustee, upon written request by the Sponsor,
         shall provide information to the Sponsor concerning the qualifications
         of such pricing services. Provided that the Trustee acts with the care,
         skill, prudence and diligence that a prudent person acting in a like
         capacity and familiar with such matter would exercise in selecting such
         a pricing service, the Trustee shall not be responsible or liable for
         any act or omission of such pricing service. An


                                       11
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         Investment Manager shall certify, at the request of the Trustee, the
         value of any securities or other property held in any Directed Fund
         managed by such Investment Manager, and such certification shall be
         regarded as a direction with regard to such valuation. The Trustee
         shall be entitled to rely upon such valuation for all purposes under
         this Agreement.


                                       12
   14


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

                                    DELL COMPUTER CORPORATION



                                    By: /s/ KATHLEEN ANGEL
                                        ---------------------------------------

                                    Its: Director of Global Benefits
                                         --------------------------------------


ATTEST:

/s/ Janet B. Wright
------------------------------------

Its:  Corporate Counsel
------------------------------------

                                    THE CHASE MANHATTAN BANK


                                    By: /s/ WILLIAM Q. WASP
                                        ---------------------------------------

                                    Its: Vice President
                                         --------------------------------------


ATTEST:


/s/ KATHY MCRAE
------------------------------------
Its:  Vice President


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