Dell 2008 Annual Report Download - page 156

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ARTICLE II.
CONTRIBUTIONS
2.1 General. Participation in the Plan shall be made available to all non-employee directors of the Company.
2.2 Deferral(s). For any Plan Year, each Member may elect to defer a portion of his Annual Compensation in accordance with this Article II. Any such
Deferral(s) shall be in whole percentages of the Member's Annual Compensation, as specified in the Member's participation agreement. Contributions
of amounts deferred shall be made by the Company directly to the Trust. Annual Compensation not deferred by a Member pursuant to this Section
shall, for purposes of this Plan, be paid to the Member in such form as is otherwise provided by the Company.
2.3 Deferral Election. A Member's election to defer Annual Compensation for any Plan Year under the Plan must be made by execution of a participation
agreement prior to the first day of the Plan Year. A Member may not change his or her deferral election during the Plan Year. Any change in a
Member's deferral election shall be effective for the next Plan Year.
2.4 Crediting of Deferral(s). Deferrals made by a Member shall be credited to such Member's Account as soon as administratively feasible following the
date such amounts would have been paid to the Member. All payments from an Account shall be charged against the Account as soon as
administratively feasible.
ARTICLE III.
ALLOCATIONS TO MEMBER ACCOUNTS
3.1 Individual Accounts. The Committee shall create and maintain adequate records to disclose the interest hereunder of each Member and Beneficiary.
Such records shall be in the form of an individual Account (including applicable subaccounts) reflecting all credits and debits made to such Account in
the manner herein described. This individual Account shall be constituted as follows:
(a) Deferrals shall be credited to the Member's Account.
(b) The Account shall be segregated into subaccounts for Grandfathered Benefits and 409A Benefits and accounted for separately.
(c) The subaccount attributable to Grandfathered Benefits shall be credited with the Member's Account balance as of December 31, 2004.
(d) The subaccount attributable to 409A Benefits shall be credited with all subsequent amounts credited to the Member's Account for Plan Years
beginning on and after January 1, 2005.
(e) For the subaccount holding 409A Benefits, the Committee shall establish a separate subaccount for each Plan Year beginning on and after
January 1, 2005, to -7-