Corporate Governance

Finance Committee Charter

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PURPOSE:

Acting pursuant to Section 141 of the Delaware General Corporation Law and Section 1 of Article IV of the Bylaws (the "Bylaws") of Dell Inc. ("Dell"), the Board of Directors of Dell (the "Board") has established a Finance Committee (the "Committee") for the purpose of overseeing all areas of corporate finance for Dell and its subsidiaries, including capital structure, equity and debt financings, capital expenditures, cash management, banking activities and relationships, investments, foreign exchange activities and share repurchase activities.

MEMBERSHIP:

The Committee will consist of a minimum of two members of the Board, the majority of whom shall be "independent" under the standards set forth in Dell's Corporate Governance Principles. The members of the Committee will be recommended by the Governance and Nominating Committee of the Board and appointed by and serve at the discretion of the Board.

RESPONSIBILITIES:

The Finance Committee shall be responsible for reviewing with Dell's management and (except as specifically noted herein) shall have the power and authority to approve on behalf of the Board, Dell's strategies, plans, policies and significant actions related to corporate finance, including the following:

Capital structure plans and strategies and specific equity or debt financings;
Capital expenditure plans and strategies and specific capital projects;
Strategic and financial investment plans and strategies and specific investments;
Mergers, acquisitions and divestitures;
Cash management plans and strategies and activities relating to cash accounts and cash investments portfolio, including the establishment and maintenance of bank, investment and brokerage accounts;
Plans and strategies for managing foreign currency exchange exposure and other exposures to economic risks;
Recommend the adoption of share repurchase programs to the Board and administer authorized share repurchase programs; and
Recommend the adoption of dividend policies and programs to the Board and administer authorized dividend policies and programs.

Notwithstanding the foregoing, the approval of the following matters is specifically reserved to the full Board: (a) issuances of equity (other than approved stock plans or stock plans assumed as a result of merger and acquisition activity); (b) other financial liabilities and debt financings involving more than $1 billion in a fiscal year; (c) specific capital expenditure projects involving more than $150 million; (d) mergers, acquisitions, equity investments and divestiture activities involving companies, businesses or assets valued at more than $250 million; (e) additional commercial paper program capacity of more than $1 billion in a fiscal year; (f) purchase or sale of financial assets aggregating more than $1 billion in a fiscal year; (g) annual capital expenditure budget; (h) extension(s) of credit to a single obligor aggregating more than $450 million; (h) civil litigation settlements of more than $50 million and (i) criminal litigation settlements. In addition, notwithstanding the power and authority of the Committee to act on behalf of the Board with respect to other matters, the Committee, in its discretion, may submit any such matter, along with its recommendation with respect thereto, to the full Board for consideration and approval.

The Committee shall review and assess annually the adequacy of this Charter and the performance of the Committee and recommend to the Board for approval any proposed changes to this Charter or the Committee.

In addition to the above responsibilities, the Committee will undertake such other duties as the Board delegates to it, and will report periodically to the Board regarding the Committee's examinations and recommendations.

RESOURCES AND AUTHORITY:

The Committee shall have the resources and authority to discharge its responsibilities, including the authority, to the extent it deems necessary or appropriate, to retain outside counsel and other advisors. Dell shall provide funding, as determined by the Committee, for payment of compensation to any independent advisors or administrative support employed by the Committee.

Any action duly and validly taken by the Committee pursuant to the power and authority conferred under this Charter shall for all purposes constitute an action duly and validly taken by the Board and may be certified as such by the Secretary or other authorized officer of Dell.

The Committee may delegate any of its responsibilities to a subcommittee composed of one or more members of the Committee to the extent permitted by applicable law and listing standards.

MEETINGS AND REPORTS:

The Committee shall hold regular meetings at least four times each year, generally in conjunction with the regularly scheduled meetings of the Board, and such special meetings as the Chair of the Committee, the Lead Director or the Chairman of the Board may request, with further actions to be taken by unanimous consent when deemed necessary or desirable by the Committee. The Committee may invite such members of management to its meetings as it deems appropriate. The Committee shall maintain written minutes of its meetings, which will be filed with the minutes of the Board. At each regularly scheduled meeting of the Board, the Chair of the Committee shall provide the Board with a report of the Committee's activities, recommendations and proceedings.