Dell 2003 Annual Report Download - page 85

Compensation of each such eligible Participant for such Plan Year or any amount as determined by the Employer in its discretion.
(b) For each Plan Year, the Employer in its discretion may contribute to the Trust an Employer Retirement Savings Contribution on behalf of certain
Participants who are not Highly Compensated Employees for such Plan Year as described below. The Employer Retirement Savings Contribution
made pursuant to this Subsection 3.3(b) shall equal an amount as determined by the Employer in its discretion. Any amounts contributed pursuant to
this Subsection 3.3(b) shall be allocated in accordance with Subsection 4.2(c). The Employer Retirement Savings Contribution will be made by
suspending the accrual requirements for Includable Employees who are Participants, beginning first with the Includable Employee(s) employed with
the Employer on the last day of the Plan Year, then the Includable Employee(s) who have the latest Separation from Service during the Plan Year,
and continuing to suspend in descending order the accrual requirements for each Includable Employee who incurred an earlier Separation from
Service, from the latest to the earliest separation from service date, until the Plan satisfies the Code Section 410(b)(1) coverage test for the Plan
Year. If two or more Includable Employees have a separation from service on the same day, the Committee will suspend the accrual requirements
for all such Includable Employees, irrespective of whether the Plan can satisfy the Code Section 410(b)(1) coverage test by accruing benefits for
fewer than all such Includable Employees. If the Plan suspends the accrual requirements for an Includable Employee, that Employee will share in the
allocation of Employer contributions and Participant forfeitures, if any, without regard to the Service he has earned for the Plan Year and without
regard to whether he is employed by the Employer on the last day of the Plan Year. This suspension of accrual requirements applies separately to the
Code Section 401(m) portion of the Plan, and the Committee will treat an Employee as benefiting under that portion of the Plan if the Employee is
an Eligible Employee for purposes of the Code Section 401(m) nondiscrimination test. "Includable Employees" are all Employees that are not
Highly Compensated Employees other than: (a) those Employees excluded from participating in the Plan for the entire Plan Year by reason of the
collective bargaining unit exclusion or the nonresident alien exclusion or by reason of the participation requirements Article II and (b) any Employee
who incurs a separation from service during the Plan Year.
3.4 Employer Fail Safe Contributions.
(a) In addition to the Employer Matching Contributions made pursuant to Section 3.2 and the Employer Retirement Savings Contribution made
pursuant to Section 3.3, for each Plan Year the Employer in its discretion may contribute to the Trust as a "fail safe contribution" for such Plan Year
the amounts necessary to cause the Plan to satisfy the restrictions set forth in Subsection 3.1(e) (with respect to certain restrictions on Salary
Reduction Contributions) and Subsection 3.2(c) (with respect to certain restrictions on Employer Matching Contributions). Amounts contributed in
order to satisfy the restrictions set forth in -17-