1995 Executive Incentive Bonus Plan

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 dis ...