DELL COMPUTER CORPORATION
    

   
                         EXECUTIVE INCENTIVE BONUS PLAN
    

   
                              SUMMARY DESCRIPTION
    

   
         On March 1, 1995, the Board of Directors of Dell Computer Corporation
(the "Company") unanimously approved the adoption of the Executive Incentive
Bonus Plan (the "Plan"). The Plan was approved by the Company's stockholders at
the Company's annual meeting of stockholders held on July 21, 1995. Set forth
below is a description of the terms of the plan.
    

   
PURPOSE
    

   
         The purpose of the Plan is to unite strategic objectives and executive
staff performance, provide significant cash rewards for continuing profitable
growth and motivate short-term performance for each of the fiscal years during
the term of the Plan. Key strategic objectives include (a) product leadership,
(b) productivity, cost reduction and quality, (c) attracting, developing and
retaining exceptional people, (d) improving infrastructure and systems and (e)
global expansion.
    

   
ADMINISTRATION
    

   
         The Plan will be administered by the Compensation Committee of the
Board of Directors (the "Committee"), which shall consist of two or more
members of the Board of Directors who are not employees of the Company and who
otherwise qualify as "outside directors" within the meaning of Section 162(m)
of the Internal Revenue Code and the regulations thereunder.
    

   
ELIGIBILITY
    

   
         All corporate vice presidents who are members of the Company's
executive staff are eligible to participate in the Plan. Plan participants are
chosen solely at the discretion of the Committee.
    

   
TARGET BONUS
    

   
         Promptly after the beginning of each fiscal year, the Committee
establishes a target bonus opportunity for each participant based on a
percentage of the participant's base salary and level of responsibility. The
percentage of the target bonus actually paid is based on the extent to which
corporate and key strategic objectives are achieved.  Corporate objectives may
include any or all of the following: profit before tax, profit after tax,
return on invested capital, return on equity, return on assets, net income and
revenues. With respect to key strategic objectives, the Committee has
    

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determined that such information is confidential business information,
disclosure of which would adversely affect the Company.
    

   
         Plan payments are calculated for each participant at the end of the
fiscal year based on the achievement of annual corporate and key strategic
objectives. The amount earned is paid in cash as soon as is practicable
following the end of the Company's fiscal year to which the bonus pertains,
provided that at the discretion of the Committee, a participant may, subject to
such terms and conditions as the Committee may determine, elect to defer
payment of all or any part of any bonus by complying with such procedures as
the Committee may prescribe.
    

   
         The Committee must certify in writing that the performance criteria
have been met prior to any payments under the Plan. Employees are not entitled
to any bonus award under the Plan, however, if minimum corporate objectives
are not achieved.
    

   
         The amount to be paid to each participant under the Plan will depend
on the factors set forth above. However, the maximum bonus that any one
individual may receive under the Plan in any one fiscal year is $2 million, and
in no event more than 250% of the individual's target bonus amount. The
committee may reduce (but not increase) a participant's bonus as its sole
discretion. Generally, an executive must be actively employed by the Company or
a subsidiary of the Company and on the payroll on the date the award is paid to
receive the award. Certain pro rata awards may be made if termination of
employment results from retirement, permanent disability or death.
    

   
AMENDMENT AND TERMINATION
    

   
         The Committee may terminate, suspend or amend the Plan, in whole or in
part, from time to time, including to adopt amendments deemed necessary or
desirable to correct any defect, supply any omission or reconcile any
inconsistency in the Plan or in any award granted under the Plan so long as
stockholder approval required by Section 162(m) of the Internal Revenue Code
has been obtained. No amendment, termination or modification may adversely
affect outstanding awards under the Plan, in any manner, without the consent of
the affected participants. The Committee must determine that an amendment or
modification  is in the best interests of all persons to whom awards have
previously been granted and may not adopt an amendment or modification that
would result in an increase in the amount of compensation payable under the
Plan.
    




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Source: OneCLE Business Contracts.