Dell Inc.

Headnote

MI 11-102 and NP 11-203 -- Application for exemption from issuer bid requirements -- U.S. issuer has previously distributed shares under certain employee benefit plans to Canadian-resident employees of the issuer and its affiliates (prior Canadian purchasers) -- issuer may have been required to register the shares that were distributed to prior Canadian purchasers in accordance with U.S. securities law requirements -- issuer proposing to offer to rescind prior purchases by prior Canadian purchasers -- issuer making substantially similar offer to current and former employees in the U.S. -- offer not being made generally to securityholders of the issuer in any jurisdiction -- registration statements filed with the Securities and Exchange Commission (the SEC) in connection with the Offer include U.S. prospectus that describes terms of Offer -- prior Canadian purchasers will receive same information as U.S. residents who are entitled to participate in Offer -- issuer bid relief granted.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 93 to 99.1, 104(2)(c).

Multilateral Instrument 11-102 Passport System.

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions.

Multilateral Instrument 62-104 Take-Over Bids and Issuer Bids.

August 8, 2008

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO

(the Jurisdiction)

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

DELL INC.

(the Filer)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer for a decision under the securities legislation of the Jurisdiction (the Legislation) exempting an offer to rescind the previous purchase of shares of Dell common stock (the Shares), par value US$0.01 per share, by persons who acquired such Shares through certain employee plans established by the Filer from the issuer bid requirements under the Legislation (the Exemption Sought).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

(a) the Ontario Securities Commission is the principal regulator for this application; and

(b) the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in each of British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, Nova Scotia, New Brunswick, Prince Edward Island, Newfoundland and Labrador, the Yukon, Northwest Territories and Nunavut.

Interpretation

Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.

Representations

This decision is based on the following facts represented by the Filer:

1. The Filer is a Delaware corporation incorporated in 1984. The head office of the Filer's Canadian subsidiary, Dell Canada Inc. (Dell Canada), is situated in Ontario.

2. The Filer is a not a reporting issuer or the equivalent in any of the provinces or territories of Canada.

3. The Shares are listed on the NASDAQ Stock Market under the trading symbol "DELL" and are registered pursuant to Section 12(b) of the United States Securities Exchange Act of 1934.

4. The Filer will offer to rescind the previous purchase of Shares

(i) through the purchase of units in the Dell Inc. Stock Fund, which include interests in Shares, by participants in the Group Retirement Savings Plan for the Employees of Dell Canada and the Deferred Profit Sharing Plan of Canadian Employees of Dell Canada (collectively, the Plans); and

(ii) through the Dell Inc. Stock Purchase Plan (the ESPP) (the Offer).

5. The Offer will be extended to persons who acquired Shares indirectly through the Plans between March 31, 2006 and April 3, 2007, and to persons who acquired Shares through the ESPP by payroll deductions during the four quarterly periods ended March 31, 2006, June 30,2006, September 30, 2006 and December 31, 2006 (together the Purchase Period).

6. Those entitled to participate in the Offer are current or former employees of the Filer and its affiliates, including Dell Canada, and may be resident in each of the provinces and territories of Canada.

7. The Offer is not being made generally to the Filer's stockholders in any Canadian or foreign jurisdiction.

8. The terms of the Offer provide that any Plan or ESPP participant who purchased and currently holds a security subject to the Offer may relinquish the security in return for a cash payment equal to the participant's purchase price plus interest on the purchase price amount from the purchase date to the expiration date of the Offer. The Offer also provides that any Plan or ESPP participant who purchased and subsequently sold any securities subject to the Offer at a loss may receive an amount in cash equal to the excess of the purchase price over the proceeds of the sale realized, plus the sum of (i) interest on the purchase price amount to the date of the sale at a loss, and (ii) interest on the amount of the loss from the Offer, the Filer is using an annual interest rate of 5.27%, which is calculated on the basis of the highest weekly average 1-year current maturity U.S. Treasury yield in effect at any time during the Purchase Period.

9. The intention of the Offer is to "make whole" those persons who, directly or indirectly, acquired Shares during the Purchase Period, at specified prices, as a consequence of the Filer's inadvertent failure to properly register those Shares with the U.S. Securities and Exchange Commission (the SEC) in accordance with U.S. federal securities law.

10. The Filer is making the Offer to ensure compliance with the United States Securities Act of 1933, as amended, and to limit any contingent liability it may have as a result of possible non-compliance with applicable U.S. federal registration requirements in connection with the purchase of securities by participants in the Plans and the ESPP.

11. The Filer believes that the sale of securities in Canada and the related trades were properly made in reliance on exemptions from the prospectus and dealer registration requirements of applicable Canadian provincial securities laws, and has been advised by Canadian counsel that availability of those exemptions is unaffected by the U.S. federal securities law considerations described above.

12. The Filer has reviewed with SEC staff its intention to make the Offer, and has filed with the SEC registration statements to register the Shares subject to the Plans and the ESPP.

13. The registration statements filed with the SEC in connection with the Offer each include a U.S. prospectus (one relating to the Plans, the other to the ESPP) that describes the terms of the Offer for participants in the Plans and the ESPP. Residents of Canada will be provided with a copy of the applicable U.S. prospectus and will otherwise receive the same information that is made available to U.S. residents who are entitled to participate in the Offer. The commencement and expiry dates for the offer will be established once the U.S. prospectuses have been finalized. It is expected that the Offer will be open for acceptance for 30 to 35 days from the date it is made.

14. Participants in the Plans and the ESPP may change their elections relating to acceptance of the Offer prior to the expiry time. The U.S. prospectuses will contain detailed information on how to confirm acceptance of the Offer or to change an election, as well as contact details to request assistance or additional information with respect to the Offer.

15. Participants in the Plans and the ESPP resident in Canada will be entitled to participate in the Offer on terms at least as favourable as the terms that apply to U.S. residents who are entitled to participate in the Offer. Acceptance of the Offer is voluntary.

16. But for the fact that the Offer is not made to the "general body of security holders", it would be exempt from the substantive requirements applicable to issuer bids under the Legislation.

Decision

The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.

The decision of the principal regulator under the Legislation is that the Exemption Sought is granted.