Dell 2008 Annual Report Download - page 136

(f) Distribution following Change of Control. The preceding Subsections notwithstanding, if the Section 8.1(b) event triggering payment of a
Participant's Individual Account attributable to 409A Benefits is a Change of Control, such benefits shall be paid to the Participant in a single
lump sum cash payment as soon as administratively practicable following the Change of Control; provided, however, that in no event will such
benefits be paid within thirty (30) days following the Change of Control.
(g) Small Account Distribution. Notwithstanding the preceding provisions of this Section, if at any time the combined value of a Participant's Vested
Interest in his Individual Account attributable to 409A Benefits in the Plan and any other non-qualified, defined contribution plan sponsored by
an Employer in which the Participant participates is equal to the dollar amount described in Code Section 402(g)(1) or less, the Committee may
distribute such interest to the Participant in a single lump sum cash payment, provided the following requirements are also satisfied:
(1) The payment is equal to the Participant's total vested benefits in the Plan, and all similar plans or arrangements that would constitute a
nonqualified deferred compensation plan under Proposed Treasury Regulation Section 1.409A-1(c);
(2) The payment is made on or before the later of December 31 of the calendar year in which the Participant separates from service or the 15th
day of the third month following the Participant's separation from service; and
(3) The Participant is not provided with an election with respect to receipt of the payment.
8.4 Designation of Beneficiaries.
(a) Each Participant shall have the right to designate the beneficiary or beneficiaries to receive payment of his benefit in the event of his death. Each
such designation shall be made by executing the beneficiary designation form prescribed by the Committee and filing such form with the
Committee during the life of such Participant. Any such beneficiary designation may be changed at any time by execution and filing of a new
designation in accordance with this Subsection. The preceding notwithstanding, (i) if a Participant has designated his spouse as his beneficiary,
such designation shall be void and of no effect upon the divorce of the Participant and such spouse, unless the Participant notifies the Committee
to the contrary in writing after the date of such divorce, and (ii) if a Participant who is married on the date of his death has designated an
individual or entity other than his surviving spouse as his beneficiary, such designation shall not be valid unless (a) such surviving spouse has
consented thereto in writing, and such consent (1) acknowledges the effect of such specific designation, (2) either consents to the specific
designated beneficiary (which designation may not subsequently be changed by the Participant without spousal consent) or expressly permits
such designation by the Participant without the -24-