2003 Nominating Charter: DELL

Purpose:
Acting pursuant to Section 141 of the Delaware General Corporation Law and Section 1 of Article IV of the Company's Bylaws, the Board of Directors has established a Governance and Nominating Committee whose purpose is to seek and recommend to the Board qualified candidates for election or appointment to the Company's Board of Directors. In addition, the Governance and Nominating Committee oversees matters of corporate governance, including the evaluation of Board performance and processes, and assignment and rotation of Committee members.

Membership:
The Governance and Nominating Committee will consist of a minimum of two members of the Board of Directors, all of whom shall be independent directors. The members of the Governance and Nominating Committee will be appointed by and serve at the discretion of the Board of Directors.

Nomination/Appointment Policy:
The Governance and Nominating Committee believes that it is in the best interest of the Company and its stockholders to obtain highly-qualified candidates to serve as members of the Board of Directors. The Governance and Nominating Committee will seek candidates for election and appointment with excellent decision-making ability, business experience, technological background, personal integrity and reputation. In addition, the Governance and Nominating Committee recognizes the benefit of a Board of Directors that reflects the diversity of the Company's stockholders, employees and customers, and the communities in which it operates, and will accordingly actively seek qualified candidates for nomination and election to the Board of Directors in order to reflect such diversity.

Responsibilities
The responsibilities of the Governance and Nominating Committee shall include: Screening and recommending to the Board qualified candidates for election or appointment to the Company's Board of Directors.
Recommending Committee assignments and Committee Chairpersons for consideration by the Board of Directors.
Reviewing with the Chairman issues involving potential conflicts of interest and/or any change of status of Directors pursuant to the provisions of the Company's Principles of Corporate Governance.
Periodically administering and reviewing with the Chairman, an evaluation of the processes and performance of the Board of Directors, and reporting such review to the Board of Directors. This review shall include an assessment of the appropriate skills and charactericstics required of members of the Board, as well as issues of diversity, experience, judgment and other similar qualities. The purpose of this review is to increase the effectiveness of the Board of Directors and not to target individual Board members.
Recommending the number of members that shall serve on the Board of Directors.
Periodically reviewing the Company's Principles of Corporate Governance and recommending changes, as necessary, to the Board of Directors.
Reviewing and reporting additional corporate governance matters as necessary or as directed by the Chairman or the Board of Directors.


Meetings and Reports:
Meetings of the Governance and Nominating Committee will be held at the pleasure of the Chairman and the members of the Governance and Nominating Committee in response to the needs of the Board of Directors and the governance of the Company. Notwithstanding the foregoing, the Governance and Nominating Committee will meet at least once annually to evaluate and make recommendations of qualified candidates for election to the Board of Directors at the Annual Meeting of Stockholders. The Governance and Nominating Committee shall provide the Board of Directors with a report of the Committee's activities and proceedings, as appropriate. The Governance and Nominating Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board of Directors.