Dell 2008 Annual Report Download - page 161

(3) If subsequent to the death of a Member, the Member's Beneficiary dies while entitled to receive benefits, the successor Beneficiary of the
Member, if any, shall be entitled to receive benefits of the Member. However, if no successor Beneficiary was designated or is living, the
benefits shall be paid to the legal representative of the deceased Beneficiary's estate to be paid according to the deceased Beneficiary's will,
or if the deceased Beneficiary has no will, by the laws of intestacy of the state in which the deceased Beneficiary resided at the date of the
deceased Beneficiary's death.
(4) Any benefit payable under this Section 7.2(e) shall be paid pursuant to the Member's election in his participation agreement, after receipt
by the Trustee from the Committee of notice of the death of the Member.
(f) Distribution following Change of Control. Notwithstanding a Member's elections hereunder, if the Section 7.1(b) "Triggering Event" of the
Member's Grandfathered Benefits is a Change of Control, such Grandfathered Benefits shall be paid to the Member in a single lump sum cash
payment as soon as administratively practicable following the Change of Control.
7.3 Rules Governing Form and Timing of Payment of 409A Benefits.
(a) Commencement of Payments. The portion of a Member's Account attributable to 409A Benefits shall be paid, or payment shall commence, as
soon as administratively practicable following the "Triggering Event". The Member's Account attributable to 409A Benefits shall be paid directly
to the Member, unless the "Triggering Event" is the death of the Member, in which case such amounts shall be paid to the Member's Beneficiary.
(b) Form of Payment. The portion of a Member's Individual Account attributable to 409A Benefits shall be paid to the Member in one of the
following forms:
(1) In a single lump sum cash payment; or
(2) In cash payments in monthly, quarterly or annual installments for a term certain not to exceed ten (10) years payable to such Member or, in
the event of such Member's death prior to the end of such term certain, to his Beneficiary.
(c) Time and Applicability of Election. With respect to that portion of a Member's Account attributable to 409A Benefits, a Member must elect one
of the forms of payment listed in Section 7.3(b) above at the time the deferral election that applies to such 409A Benefits is made. Except as
provided in Section 7.3(d) below, such election (i) shall be effective solely with respect to the amounts deferred pursuant to the election, (ii) shall
be irrevocable by the Member, and (iii) shall remain in effect for all periods of a Member's participation in the Plan. In the event a Member fails
to timely elect the form in which amounts attributable to 409A -12-