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Table of Contents
EXHIBIT INDEX
Exhibit
No. Description of Exhibit
3.1 — Amended and Restated Certificate of Incorporation, filed July 16, 2001 (incorporated by reference to Exhibit 3.1 to the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended August 3, 2001, Commission File No. 0-17017)
3.2 — Restated Bylaws, as adopted on November 29, 1995 (incorporated by reference to Exhibit 3.3 to the Company's Quarterly Report on Form 10-Q for
the fiscal quarter ended October 29, 1995, Commission File No. 0-17017)
4.1 — Rights Agreement, dated as of November 29, 1995 (incorporated by reference to Exhibit 4 to the Company's Quarterly Report on Form 8-K, dated
November 29, 1995, and filed with the Securities and Exchange Commission on November 30, 1995, Commission File No. 0-17017)
4.2 — Indenture, dated as of April 27, 1998, between Dell Computer Corporation and Chase Bank of Texas, National Association (incorporated by
reference to Exhibit 99.2 of the Company's Current Report on Form 8-K filed April 28, 1998, Commission File No. 0-17017)
4.3 — Officers' Certificate pursuant to Section 301 of the Indenture establishing the terms of the Company's 6.55% Senior Notes Due 2008 (incorporated
by reference to Exhibit 99.3 of the Company's Current Report on Form 8-K filed April 28, 1998, Commission File No. 0-17017)
4.4 — Officers' Certificate pursuant to Section 301 of the Indenture establishing the terms of the Company's 7.10% Senior Debentures Due 2028
(incorporated by reference to Exhibit 99.3 of the Company's Current Report on Form 8-K filed April 28, 1998, Commission File No. 0-17017)
4.5 — Form of the Company's 6.55% Senior Notes Due 2008 (incorporated by reference to Exhibit 99.5 of the Company's Current Report on Form 8-K
filed April 28, 1998, Commission File No. 0-17017)
4.6 — Form of the Company's 7.10% Senior Debentures Due 2028 (incorporated by reference to Exhibit 99.6 of the Company's Current Report on
Form 8-K filed April 28, 1998, Commission File No. 0-17017)
10.1* — Dell Computer Corporation 1989 Stock Option Plan, as amended and restated (incorporated by reference to Exhibit 10.4 to the Company's Annual
Report on Form 10-K for the fiscal year ended January 31, 1993, Commission File No. 0-17017)
10.2* — Dell Computer Corporation 1993 Stock Option Plan (incorporated by reference to Exhibit 10.36 to the Company's Registration Statement on
Form S-4, Registration No. 33-69680)
10.3* — Amended and Restated Dell Computer Corporation Incentive Plan (incorporated by reference to Exhibit 99 to the Company's Registration
Statement on Form S-8, filed October 31, 2000, Registration No. 333-49014)
10.4* — Amended and Restated Dell Computer Corporation Deferred Compensation Plan (incorporated by reference to Exhibit 99.1 to the Company's
Registration Statement on Form S-8, filed September 20, 2001, Registration No. 333-69724)
10.5* — Executive Incentive Bonus Plan, adopted July 17, 1998 (incorporated by reference to Exhibit 10.14 to the Company's Annual Report on Form 10-K
for the fiscal year ended January 29, 1999, Commission File No. 0-17017)