Dell 1999 Annual Report Download - page 36

Exhibits
The following exhibits are filed as a part of this Report, with each exhibit that consists of or includes a management contract or
compensatory plan or arrangement being identified with an "*":
Exhibit
No. Description of Exhibit
3.1 — Certificate of Incorporation, dated October 21, 1987 and filed October 22, 1987 (incorporated by reference to Exhibit 3.1 to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended July 30, 1995, Commission File No. 0-17017)
3.2 — Certificate of Amendment to the Certificate of Incorporation, dated May 6, 1988 and filed May 9, 1988 (incorporated by reference to Exhibit 3.2
to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended July 30, 1995, Commission File No. 0-17017)
3.3 — Certificate of Amendment to the Certificate of Incorporation, dated June 19, 1991 and filed June 21, 1991 (incorporated by reference to
Exhibit 3.3 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended July 30, 1995, Commission File No. 0-17017)
3.4 — Certificate of Amendment to the Certificate of Incorporation, dated June 19, 1992 and filed July 10, 1992 (incorporated by reference to Exhibit 3.4
to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended July 30, 1995, Commission File No. 0-17017)
3.6 — Certificate of Correction Filed to Correct Certain Errors in the Certificate of Amendment of Certificate of Incorporation Filed in the Office of the
Secretary of State of Delaware on May 9, 1988, and in the Certificate of Amendment of Certificate of Incorporation Filed in the Office of the
Secretary of State of Delaware on July 10, 1992, dated April 27, 1994 and filed May 5, 1994 (incorporated by reference to Exhibit 3.6 to the
Company's Quarterly Report on Form 10-Q for the fiscal quarter ended July 30, 1995, Commission File No. 0-17017)
3.7 — Certificate of Amendment to Certificate of Incorporation, dated July 31, 1995 and filed August 3, 1995 (incorporated by reference to Exhibit 3.7
to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended July 30, 1995, Commission File No. 0-17017)
3.8 — Certificate of Designations of Series A Junior Participating Preferred Stock, dated November 29, 1995 and filed December 4, 1995 (incorporated
by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended October 29, 1995, Commission File
No. 0-17017)
3.9 — Certificate of Amendment to Certificate of Incorporation, dated and filed July 18, 1997 (incorporated by reference to Exhibit 3 to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended August 3, 1997, Commission File No. 0-17017)
3.10 — Certificate of Amendment to Certificate of Incorporation, dated and filed August 12, 1998 (incorporated by reference to Exhibit 4 to the
Company's Quarterly Report on Form 10-Q for the fiscal quarter ended August 12, 1998, Commission File No. 0-17017)
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Exhibit
No. Description of Exhibit
3.11 — Certificate of Amendment to Certificate of Incorporation, dated July 16, 1999 and filed July 22, 1999 (incorporated by reference to Exhibit 4 to
the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended July 30, 1999, Commission File No. 0-17017)
3.12 — 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)
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 1986 Incentive Stock Option Plan, as amended (incorporated by reference to Exhibit 4c to the Company's
Registration Statement on Form S-8, Registration No. 33-24621)
10.2* — Dell Computer Corporation 1987 Incentive Stock Option Plan, as amended (incorporated by reference to Exhibit 4c to the Company's
Registration Statement on Form S-8, Registration No. 33-24621)
10.3* — Dell Computer Corporation 1987 Non-qualified Stock Option Plan, as amended, including the UK Scheme (incorporated by reference to
Exhibit 4e to the Company's Registration Statement on Form S-8, Registration No. 33-24621)
10.4* — 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)
10.5* — 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)
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Exhibit
No. Description of Exhibit