Dell 2008 Annual Report Download - page 164

8.2 Distribution Elections.
(a) With respect solely to Grandfathered Benefits, Distribution elections applicable to Grandfathered Benefits have been consistently administered as
filed by the Member. Such elections have been modified only as permitted under the Plan's terms as applicable prior to the adoption of Code
Section 409A.
(b) With respect to 409A Benefits. Effective with respect to the Plan Years beginning on and after January 1, 2005, at the time a Member made an
election to defer an amount attributable to 409A Benefits, the Member was required to make an election as to the form of distribution of such
amount, as provided in Section 7.3(b) hereof. If no such election was made, the distribution of such amount will be in the form of a single lump
sum cash payment.
ARTICLE IX.
ADMINISTRATION OF PLAN
9.1 Appointment of Committee. The general administration of the Plan shall be vested in the Committee, which shall be appointed by the Company's
Board of Directors and shall consist of one or more persons. Any individual, whether or not an employee of the Company, is eligible to become a
member of the Committee.
9.2 Term, Vacancies, Resignation, and Removal. Each member of the Committee shall serve until he resigns, dies, or is removed by the Board of
Directors. At any time during his term of office, a member of the Committee may resign by giving written notice to the Board of Directors and the
Committee, such resignation to become effective upon the appointment of a substitute member or, if earlier, the lapse of thirty (30) days after such
notice is given as herein provided. At any time during his term of office, and for any reason, a member of the Committee may be removed by the Board
of Directors with or without cause, and the Board of Directors may in their discretion fill any vacancy that may result therefrom. Any member of the
Committee who is an employee of the Company shall automatically cease to be a member of the Committee as of the date he ceases to be employed by
the Company.
9.3 Self-Interest of Committee 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 members cannot agree, the Board of Directors shall appoint a temporary substitute
member to exercise all the powers of the disqualified member concerning the matter in which he is disqualified.
9.4 Committee Powers and Duties. The Committee shall administer and enforce the Plan according to the terms and provisions hereof and shall have all
powers necessary to accomplish these purposes, including, but not by way of limitation, the complete and absolute discretion to construe all provisions
of the Plan and make all factual determinations and the right, power, authority, and duty:
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