Dell 2008 Annual Report Download - page 165

(a) To perform any act which the Plan authorizes expressed by a vote at a meeting or in a writing signed by a majority of the Committee without a
meeting;
(b) To designate, by a writing signed by a majority, any person constituting the Committee as the person entitled to give notices on behalf of the
Committee, and the Trustee is entitled to rely upon any such writing until amended or superseded by a subsequent similar writing;
(c) To designate in writing other persons to carry out its responsibilities under the Plan. The Committee may remove any person designated to carry
out its responsibilities under the plan by notice in writing to that person;
(d) To employ persons to render advice with regard to any of its responsibilities. Charges for all services rendered shall be directly paid by the
Company but until paid shall constitute a charge against the Trust;
(e) Advise the Trustee with respect to all payments under the terms of the Plan and shall direct the Trustee in writing to make payments from the
Trust Fund;
(f) To construe in its sole discretion all terms, provisions, conditions, and limitations of the Plan;
(g) To correct any defect or to supply any omission or to reconcile any inconsistency that may appear in the Plan in such manner and to such extent
as it shall deem in its discretion expedient to effectuate the purposes of the Plan;
(h) Establish rules, not contrary to the provisions of the Plan and the Trust Agreement, for the administration of the Plan and the transaction of its
business. The Committee shall interpret the Plan in its sole and absolute discretion, and shall determine all questions arising in the administration,
interpretation, and application of the Plan;
(i) To establish or designate Investment Funds as provided in Article IV; and
(j) To receive and review reports from the Trustee as to the financial condition of the Trust Fund, including its receipts and disbursements.
All determinations of the Committee shall be conclusive and binding on all Members and Beneficiaries. Notwithstanding the preceding, with respect to
amounts attributable to 409A Benefits and with respect to administration of the Plan on and after January 1, 2005, the Committee shall act to administer
and interpret the Plan in compliance with Code Section 409A and all related guidance issued pursuant to such Code Section.
Any action to be taken by the Company shall be taken by resolution adopted by its Board of Directors, an executive committee thereof, or its governing
body; provided however, that by resolution such entity may delegate to any officer of the Company the authority to take any action hereunder, other
than the power to amend or terminate the Plan or the Trust or to determine the basis of the Company's contributions.
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