Perot Systems SC 14D9 Tender offer solicitation

John Harper
VP, Finance

Total Compensation Statement

Overview of Proposed Dell Inc. Compensation Package

Effective Date of New Package February 1, 2010

Compensation:	Current			Proposed
Base Salary	$	390,000		$	442,000
Change					13	%
Annual Target Bonus
Target Bonus %		75	%		55	%
Target Bonus	$	292,500		$	243,100
Target Cash Compensation	$	682,500		$	685,100
Change					0	%
Projected Annual LTI Grant (Beginning March 2011)(1)
Projected LTI Grant Vehicle				50% Performance Based RSUs & 50% Long -Term Cash
Projected Target Grant (% of Salary)					125	%
Projected Target Grant Value				$	552,500
Projected Vesting				3 yrs @ 33% per year
(1)      Note: Represents current VP level targets — award sizes and type of LTI vehicle delivered are subject to change each year following a detailed review of market conditions and other factors
Initial “Conversion” Restricted Stock Unit Awards
Unvested Perot Systems LTI Value Eligible for Conversion to Dell RSUs(2)				$	4,611,827
New Dell Conversion RSU Award Value (assumes 100% converted)				$	9,223,654
Estimated # of Dell RSUs (assuming $16.00 Dell Stock price)(3)					576,478
Grant Date (Vesting 3 years @ 33% per year)				Date of Close
(2)      Unvested Perot Systems LTI Value assumes November deal close, December close would result in smaller unvested amount
(3)      RSU value will be converted into a # of Dell RSUs based on closing price of Dell stock on the date of grant
Special Retention Restricted Stock Unit Awards
Special Retention Award RSU Value				$	2,945,903
Estimated # of Dell Special Retention RSUs (assuming $16.00 stock price)(4)					184,119
Grant Date (Vesting 4 years @ 25% per year)				Date of Close

(4) RSU value will be converted into a # of Dell RSUs based on closing price of Dell stock on the date of grant

As an executive, you are entitled to an additional suite of benefits including:

Voluntary Nonqualified Executive Compensation Plan (effective for election cycle during 2010 for 2011 pay)

Annual visit for executive and spouse to Dallas Cooper Clinic or Austin Heart Hospital for wellness exam

Group preferred rates for Supplemental Executive Long-Term Disability Insurance