Dell 2008 Annual Report Download - page 142

administrative functions or fiduciary responsibilities under or incident to the Plan, including any expenses and liabilities that are caused by or result
from an act or omission constituting the negligence of such individual in the performance of such functions or responsibilities, but excluding expenses
and liabilities that are caused by or result from such individual's own gross negligence or willful misconduct. Expenses against which such individual
shall be indemnified hereunder shall include, without limitation, the amounts of any settlement or judgment, costs, counsel fees, and related charges
reasonably incurred in connection with a claim asserted or a proceeding brought or settlement thereof.
ARTICLE XI.
PURPOSE AND UNFUNDED NATURE OF THE PLAN
11.1 Purpose of Plan. The Company, as Plan sponsor, intends and desires by the adoption and maintenance of the Plan to recognize the value to the
Company of the past and present services of employees covered by the Plan and to encourage and ensure their continued service with the Company and
Participating Employers by making more adequate provision for their future retirement security.
11.2 Unfunded Nature of Plan. The Plan is intended to constitute an unfunded, unsecured plan of deferred compensation for a select group of management
or highly compensated employees of an Employer. Further, it is the intention of the Company, as Plan sponsor, that the Plan be "unfunded" for purposes
of the Code and Title I of ERISA. The Plan constitutes a mere promise by an Employer to make benefit payments in the future. Plan benefits herein
provided are to be paid out of an Employer's general assets, and Participants shall have the status of general unsecured creditors of an Employer.
11.3 Funding of Obligation.
(a) The adoption of this Plan and any setting aside of amounts by the Employers with which to discharge their obligations hereunder shall not be
deemed to create a trust; legal and equitable title to any funds so set aside shall remain with the Employers, and any recipient of benefits
hereunder shall have no security or other interest in such funds. Any and all funds so set aside shall remain subject to the claims of the general
creditors of the Employers, present and future. This provision shall not require the Employers to set aside any funds, but the Employers may set
aside funds if they choose to do so.
(b) The Company, in its capacity as Plan sponsor and in its sole discretion, may establish the Trust and enter into the Trust Agreement. Any such
Trust, and any assets held by such Trust, to assist the Company and Participating Employers in meeting their obligations under the Plan shall be a
"rabbi trust." The Employers may transfer money or other property to the Trustee, and the Trustee shall pay Plan benefits to Participants and their
beneficiaries out of the Trust Fund unless otherwise paid by the Company. In such event, the Company shall remain the owner of all assets in the
Trust Fund, and the assets held in the Trust Fund shall be subject to the claims of Company creditors if the Company becomes "insolvent" as
described in -30-