Dell 2003 Annual Report Download - page 118

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X.
ADMINISTRATION OF THE PLAN
10.1 Appointment of Committee. The general administration of the Plan shall be vested in the Company. The Company may delegate certain duties to the
Committee that shall be appointed by the Directors and shall consist of one or more persons. Any individual, whether or not an Employee, is eligible to
become a member of the Committee. Each member of the Committee shall, before entering upon the performance of his duties, qualify by signing a
consent to serve as a member of the Committee under and pursuant to the Plan and by filing such consent with the records of the Committee. For purposes
of ERISA, the Company shall be the Plan "administrator" and the Committee shall be the "named fiduciary" with respect to the general administration of
the Plan (except as to the investment of the assets of the Trust Fund).
10.2 Term, Vacancies, Resignation, and Removal. Each member of the Committee shall serve until he resigns, dies, or is removed by the Directors. At any
time during his term of office, a member of the Committee may resign by giving written notice to the Directors and the Committee, such resignation to
become effective upon the appointment of a substitute member or, if earlier, the lapse of thirty days after such notice is given as herein provided. At any
time during his term of office, and for any reason, the Directors may remove a member of the Committee with or without cause, and the Directors may in
their discretion fill any vacancy that may result therefrom. Any member of the Committee who is an Employee shall automatically cease to be a member of
the Committee as of the date he ceases to be employed by the Employer and all Controlled Entities.
10.3 Officers, Records, and Procedures. The Committee may select officers and may appoint a secretary who need not be a member of the Committee. The
Committee shall keep appropriate records of its proceedings and the administration of the Plan and shall make available for examination during business
hours to any Participant or beneficiary such records as pertain to that individual's interest in the Plan. The Committee shall designate the person or persons
who shall be authorized to sign for the Committee and, upon such designation, the signature of such person or persons shall bind the Committee.
10.4 Meetings. The Committee shall hold meetings upon such notice and at such time and place as it may from time to time determine. Notice to a member
shall not be required if waived in writing by that member. A majority of the members of the Committee duly appointed shall constitute a quorum for the
transaction of business. All resolutions or other actions taken by the Committee at any meeting where a quorum is present shall be by vote of a majority of
those present at such meeting and entitled to vote. Resolutions may be adopted or other action taken without a meeting upon written consent signed by all
of the members of the Committee.
10.5 Self-Interest of Members. No member of the Committee shall have any right to vote or decide upon any matter relating solely to himself under the Plan
or to vote in any case in which his individual right to claim any benefit under the Plan is particularly involved. In any case in which a Committee member
is so disqualified to act and the remaining -50-