exv10w6



 




 Exhibit 10.6


DELL COMPUTER CORPORATION

DEFERRED COMPENSATION PLAN




AMENDED AND RESTATED




EFFECTIVE AS OF JANUARY 1, 2002




 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	PAGE

	Article I.
	 	DEFINITIONS AND CONSTRUCTION	 	 	1	 
	 
	 	1.1                       Definitions	 	 	1	 
	 
	 	1.2                       Number and Gender	 	 	7	 
	 
	 	1.3                       Headings	 	 	7	 
	Article II.
	 	PARTICIPATION	 	 	7	 
	 
	 	2.1                       Participation	 	 	7	 
	 
	 	2.2                       Termination of Participation	 	 	8	 
	 
	 	2.3                       Reemployment of a Participant	 	 	8	 
	Article III.
	 	CONTRIBUTIONS	 	 	8	 
	 
	 	3.1                       Participant Compensation Deferrals	 	 	8	 
	 
	 	3.2                       Company Credits	 	 	10	 
	Article IV.
	 	ALLOCATIONS TO PARTICIPANT ACCOUNTS	 	 	11	 
	 
	 	4.1                       Individual Accounts	 	 	11	 
	 
	 	4.2                       Investment of Accounts	 	 	11	 
	 
	 	4.3                       Allocation of Net Income or Loss and Changes in Value	 	 	11	 
	Article V.
	 	HYPOTHETICAL INVESTMENT OF ACCOUNTS	 	 	11	 
	 
	 	5.1                       Hypothetical Investment of Accounts	 	 	11	 
	 
	 	5.2                       Designation of Investment Funds	 	 	12	 
	Article VI.
	 	VESTED INTEREST	 	 	12	 
	 
	 	6.1                       Vesting of Compensation Deferrals Account	 	 	12	 
	 
	 	6.2                       Vesting of Company Credits Account	 	 	12	 
	 
	 	6.3                       Forfeitures	 	 	13	 
	Article VII.
	 	IN-SERVICE WITHDRAWALS AND LOANS	 	 	13	 
	 
	 	7.1                       In-Service Withdrawals	 	 	13	 
	 
	 	7.2                       Involuntary Distributions	 	 	14	 
	 
	 	7.3                       No Loans	 	 	14	 
	Article VIII.
	 	PLAN BENEFITS	 	 	14	 
	 
	 	8.1                       Plan Benefit	 	 	14	 
	 
	 	8.2                       Events Entitling Payment of Benefit	 	 	14	 
	 
	 	8.3                       Payee and Time of Payment	 	 	15	 
	 
	 	8.4                       Alternative Forms of Benefit Payments	 	 	15	 







i









 





TABLE OF CONTENTS 
 (CONTINUED)



	 	 	 	 	 	 	 
	 	 	 	 	PAGE

	 
	 	8.5                       Designation of Beneficiaries	 	 	16	 
	 
	 	8.6                       Payments Pursuant to a QDRO	 	 	17	 
	 
	 	8.7                       Payer of Benefits	 	 	17	 
	 
	 	8.8                       Unclaimed Benefits	 	 	17	 
	Article IX.
	 	ADMINISTRATION OF PLAN	 	 	17	 
	 
	 	9.1                       Appointment of Committee	 	 	17	 
	 
	 	9.2                       Term, Vacancies, Resignation, and Removal	 	 	18	 
	 
	 	9.3                       Self-Interest of Committee Members	 	 	18	 
	 
	 	9.4                       Committee Powers and Duties	 	 	18	 
	 
	 	9.5                       Claims Review	 	 	19	 
	 
	 	9.6                       Company to Supply Information	 	 	20	 
	 
	 	9.7                       Indemnity	 	 	20	 
	Article X.
	 	PURPOSE AND UNFUNDED NATURE OF THE PLAN	 	 	20	 
	 
	 	10.1                      Purpose of Plan	 	 	20	 
	 
	 	10.2                      Unfunded Nature of Plan	 	 	20	 
	 
	 	10.3                      Funding of Obligation	 	 	20	 
	Article XI.
	 	PARTICIPATING ENTITIES	 	 	22	 
	 
	 	11.1                      Designation of Participating Entities	 	 	22	 
	Article XII.
	 	MISCELLANEOUS	 	 	22	 
	 
	 	12.1                      Not Contract of Employment	 	 	22	 
	 
	 	12.2                      Alienation of Interest Forbidden	 	 	22	 
	 
	 	12.3                      Withholding	 	 	23	 
	 
	 	12.4                      Amendment and Termination	 	 	23	 
	 
	 	12.5                      Severability	 	 	23	 
	 
	 	12.6                      Governing Laws	 	 	23	 







ii









 






DELL COMPUTER CORPORATION

DEFERRED COMPENSATION PLAN




     Dell Computer Corporation, a corporation organized and existing under the
laws of the State of Delaware (the “Company”), hereby restates the Dell
Computer Corporation Deferred Compensation Plan (the “Plan”), such restatement
to be effective as of January 1, 2002, except as otherwise provided herein;



W I T N E S S E T H:




     WHEREAS, the Company wishes to promote in certain of its highly
compensated employees, and those of its affiliates, the strongest interest in
the successful operation of the business and increased efficiency in their
work, to align the financial interests of such employees with those of Company
shareholders and to provide an opportunity for accumulation of funds for their
retirement; and



     WHEREAS, the Plan was initially adopted effective May 1, 1991, and
previously has been amended and restated effective as of April 1, 1996, January
1, 1999 and January 1, 2001; and



     WHEREAS, it is intended that the Plan be “unfunded” for purposes of the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and not
be construed to provide income to any participant or beneficiary under the
Internal Revenue Code of 1986, as amended (the “Code”) prior to actual receipt
of benefits hereunder;



     NOW THEREFORE, the Plan is hereby restated in its entirety as follows with
no interruption in time, effective as of January 1, 2002, except as otherwise
indicated herein:



ARTICLE I.

DEFINITIONS AND CONSTRUCTION





	1.1	 	Definitions. Where the following words and phrases appear in the Plan,
they shall have the respective meanings set forth below, unless their
context clearly indicates to the contrary.






	(1)	 	Account(s): A Participant’s Compensation Deferrals Account
and Company Credits Account, if any.
	 
	(2)	 	Affiliate: Each trade or business (whether or not
incorporated), which together with Dell Computer Corporation would
be deemed to be a “single employer” within the meaning of Code
Section 414(b), (c), (m), or (o).




-1-









 






	(3)	 	Base Salary: A Participant’s gross base salary payable in
the ordinary course of business under the Company’s payroll system
and not any periodic bonuses.
	 
	(4)	 	Base Salary Deferrals: Base Salary deferred by a Participant
pursuant to Section 3.1.
	 
	(5)	 	Bonus: The Annual Incentive Compensation Bonus, if any, paid
in cash by the Company to or for the benefit of a Participant for
services rendered or labor performed while a Participant. For
purposes of this Plan, the term Bonus expressly excludes any bonuses
received under any other compensation or bonus plan sponsored by the
Company.
	 
	(6)	 	Bonus Deferrals: Bonus deferred by a Participant pursuant to
Section 3.1.
	 
	(7)	 	Bonus Year: The period ending on the last day of each fiscal
year; provided, however, that the Bonus Year may be changed by the
Committee to reflect the twelve month period used by the Company
under the Annual Incentive Compensation Bonus program for each group
of Eligible Employees hereunder, if any.
	 
	(8)	 	Change of Control: The earliest to occur of any of the
following:






	(a)	 	The acquisition by any person of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under
the Securities Exchange Act of 1934 (“Exchange Act”)) of 20%
or more of either (i) the then outstanding shares of stock or
(ii) the combined voting power of the then outstanding voting
securities of Dell Computer Corporation; provided, however,
that for purposes of this Paragraph (a), the following
acquisitions shall not constitute a Change of Control: (i)
any acquisition directly from Dell Computer Corporation, (ii)
any acquisition by Dell Computer Corporation, (iii) any
acquisition by any employee benefit plan (or related trust)
sponsored or maintained by Dell Computer Corporation or any
corporation controlled by Dell Computer Corporation, (iv) any
acquisition by Mr. Michael S. Dell, his “affiliates” (as
defined in Rule 12b-2 promulgated under the Exchange Act) or
“associates” (as defined in Rule 12b-2 promulgated under the
Exchange Act), his heirs, or any trust or foundation to which
he has transferred or may transfer stock (collectively,
“Michael Dell”), or (v) any acquisition by any corporation
pursuant to a transaction which complies with clauses (1),
(2), and (3) of Paragraph (c) of this Section 1.1(6); or
	 
	(b)	 	Individuals who constitute the Incumbent Board
(as later defined) cease for any reason to constitute at least
a majority of the Directors; or
	 
	(c)	 	Approval by the stockholders of Dell Computer
Corporation of a reorganization, merger, or consolidation, or
sale or other disposition of all or substantially all of the
assets of Dell Computer Corporation, or the acquisition of
assets of another corporation (a “Business Combination”),
unless following such Business Combination (i) all or
substantially all of the persons who were the beneficial
owners, respectively, of the outstanding




-2-









 






	 	 	stock and outstanding voting securities of Dell Computer
Corporation immediately prior to such Business Combination
beneficially own, directly or indirectly, immediately
following such Business Combination more than 60% of the then
outstanding shares of common stock and more than 60% of the
combined voting power of the then outstanding voting
securities entitled to vote generally in the election of
directors of the corporation resulting from such Business
Combination (including, without limitation, a corporation
which as a result of such transaction owns Dell Computer
Corporation or all or substantially all of Dell Computer
Corporation’s assets either directly or through one or more
subsidiaries), (ii) no person (excluding any employee benefit
plan (or related trust) of Dell Computer Corporation, such
corporation resulting from such Business Combination, and
Michael Dell) beneficially owns, directly or indirectly, 20%
or more of the then outstanding shares of common stock of the
corporation resulting from such Business Combination or 20%
or more of the combined voting power of the then outstanding
voting securities of such corporation except to the extent
that such ownership existed prior to the Business
Combination, and (iii) at least a majority of the members of
the board of directors of the corporation resulting from such
Business Combination were members of the Incumbent Board (as
later defined) at the time of the execution of the initial
agreement, or of the action of the Directors, providing for
such Business Combination; or
	 
	(d)	 	Approval by the stockholders of Dell Computer
Corporation of a complete liquidation or dissolution of Dell
Computer Corporation.






	 	 	For purposes of this Section, “Incumbent Board” shall mean the
individuals who, as of the Effective Date, constitute the
Directors; provided, however, that any individual becoming a
Director, subsequent to such date whose election, or nomination for
election by Dell Computer Corporation’s stockholders, was approved
by a vote of at least a majority of the Directors then comprising
the Incumbent Board shall be considered a member of the Incumbent
Board, but excluding, for this purpose, any such individual whose
initial assumption of office occurs as a result of an actual or
threatened election contest with respect to the election or removal
of Directors or other actual or threatened solicitation of proxies
or consents by or on behalf of a person other than the Directors.






	(9)	 	Code: The Internal Revenue Code of 1986, as amended from
time to time.
	 
	(10)	 	Committee: The administrative committee appointed by the
Directors to administer the Plan.
	 
	(11)	 	Company: Dell Computer Corporation, a corporation organized
and existing under the laws of the State of Delaware, or its
successor or successors
	 
	(12)	 	Company Credits: The amount, if any, credited to a
Participant’s Company Credits Account pursuant to Section 3.2.




-3-









 






	(13)	 	Company Credits Account: A hypothetical account for each
Participant to which is credited his Company Credits pursuant to
Section 3.2, and which is credited with (or debited for) such
account’s allocation of net income (or net loss) as provided in
Section 4.3.
	 
	(14)	 	Compensation: A Participant’s Compensation shall include all
the items in Section 14(a) below and exclude all the items in
Section 14(b) below:






	(a)	 	All of the following items shall be included:






	•	 	The total of all wages, salaries,
fees for professional services, and other amounts
received by a Participant in cash or in kind for
services actually rendered in the course of employment
with the Employer while a Participant and an Employee to
the extent such amounts are includable in gross income
(but determined without regard to the exclusions from
gross income under sections 931 and 933 of the Code);
	 
	•	 	In the case of a Participant who is
an employee within the meaning of section 401(c)(1) of
the Code and the Treasury regulations thereunder, the
Employee’s earned income (as described in section
401(c)(2) of the Code and the Treasury regulations
thereunder) determined without regard to the exclusions
from gross income under sections 931 and 933 of the
Code;
	 
	•	 	Foreign earned income (as defined in
section 911(b) of the Code) whether or not excludable
from gross income;
	 
	•	 	Amounts described in sections
104(a)(3), 105(a), and 105(h) of the Code, but only to
the extent these amounts are includable in the gross
income of the Participant;
	 
	•	 	The value of a non-qualified stock
option granted to the Participant by the Employer, but
only to the extent that the value of the option is
includable in the gross income of the Participant for
the taxable year in which it is granted;
	 
	•	 	The amount includable in the gross
income of the Participant upon making an election
described in section 83(b);
	 
	•	 	Elective contributions made on a
Participant’s behalf by the Employer that are not
includable in income under section 125, section
402(e)(3), section 402(h), section 403(b), or 457 of the
Code; and
	 
	•	 	Any amounts that are not includable
in the gross income of a Participant under a salary
reduction agreement by reason of the application of
section 132(f) of the Code.




-4-









 












	(b)	 	All of the following items shall be excluded to
the extent they would otherwise be included:






	•	 	Reimbursements and other expense allowances;
	 
	•	 	Cash and noncash fringe benefits;
	 
	•	 	Moving expenses;
	 
	•	 	Deferred compensation under any plan
or program other than as specifically included in
Section 1.1(i)(1)(vii);
	 
	•	 	Welfare benefits;
	 
	•	 	Employer contributions to or payments
from this or any other deferred compensation program,
whether such program is qualified under section 401(a)
of the Code or nonqualified;
	 
	•	 	Amounts realized from the exercise of
a stock option that is not an incentive stock option
within the meaning of section 422 of the Code;
	 
	•	 	Amounts realized at the time
restricted stock or property is freely transferable or
no longer subject to a substantial risk of forfeiture in
accordance with section 83 of the Code;
	 
	•	 	Amounts realized from the sale,
exchange, disqualifying disposition or other disposition
of stock acquired under an incentive stock option; and
	 
	•	 	Any other amounts that receive
special tax benefits under the Code, such as premiums
for group life insurance (but only to the extent such
premiums are not includable in the gross income of the
Participant).






	(15)	 	Compensation Deferrals: Base Salary Deferrals and Bonus
Deferrals.
	 
	(16)	 	Compensation Deferrals Account: A hypothetical account for
each Participant to which is credited his Compensation Deferrals
pursuant to Section 3.1, and which is credited with (or debited for)
such account’s allocation of net income (or net loss) as provided in
Section 4.3.
	 
	(17)	 	Directors: The Board of Directors of Dell Computer
Corporation.
	 
	(18)	 	Disability: A physical or mental condition which, as
determined in the sole discretion of the Committee, totally and
presumably permanently prevents a Participant from engaging in any
substantial or gainful employment; provided, however, that an
individual shall be deemed to be disabled if he is determined to be
disabled under the terms of the Dell Computer Corporation 401(k)
Plan.
	 
	(19)	 	Effective Date: January 1, 2001, except as otherwise
provided herein.




-5-









 






	(20)	 	Election Date: (i) With respect to Base Salary,
January 1st
of each Plan Year, or such earlier date as may be designated by the
Committee, and (ii) with respect to Bonuses, two weeks prior to the
last day of the Company’s third fiscal quarter, or such earlier date
as may be designated by the Committee.
	 
	(21)	 	Employee: Any individual on the payroll of an Employer (i)
whose wages from the Employer are subject to withholding for
purposes of Federal income taxes and for purposes of the Federal
Insurance Contributions Act, (ii) who is included within a “select
group of management or highly compensated employees,” as such term
is used in ERISA Section 401(a)(1), and (iii) who is designated by
the Committee as eligible to participate in this Plan.
	 
	(22)	 	Employer or Participating Employer: The Company and any
Affiliate of the Company to the extent that (i) an Employee of such
Affiliate is a Participant hereunder and (ii) the Affiliate has
adopted the Plan in accordance with the provisions of Article XI.
	 
	(23)	 	ERISA: Public Law No. 93-406, the Employee Retirement Income
Security Act of 1974, as amended from time to time.
	 
	(24)	 	Investment Fund(s): The investment fund(s) designated by the
Committee from time to time for the hypothetical investment of a
Participant’s Accounts pursuant to Article V.
	 
	(25)	 	Participant: An Employee participating in the Plan in
accordance with the provisions of Section 2.1.
	 
	(26)	 	Plan: The Dell Computer Corporation Deferred Compensation
Plan, as amended from time to time.
	 
	(27)	 	Plan Year: The twelve-consecutive month period commencing
January 1 of each year.
	 
	(28)	 	Retirement Date: The date upon which a Participant attains
sixty-five years of age.
	 
	(29)	 	Trust or Trust Fund: The fund consisting of funds,
investments and properties, if any, held pursuant to the provisions
of the Trust Agreement, together with all income, profit, and
increments thereto.
	 
	(30)	 	Trust Agreement: The Dell Computer Corporation Deferred
Compensation Trust, entered into between the Company and the Trustee
pursuant to Section 10.3, as such agreement may be amended from time
to time.
	 
	(31)	 	Trustee: The corporation, individual or individuals
appointed by the Directors to administer the Trust Fund in
accordance with the terms of the Trust Agreement.
	 
	(32)	 	Unforeseeable Financial Emergency: An unexpected need of the
Participant for cash, which (i) arises from an illness, casualty
loss, sudden financial reversal, or such other unforeseeable
occurrence that is caused by an event beyond the control of the




-6-









 






	 	 	Participant, (ii) would result in severe financial hardship to the
Participant if his Compensation Deferral election was not canceled
pursuant to Section 3.1(c) or if a withdrawal pursuant to Section
7.1 was not permitted, and (iii) is not reasonably satisfiable from
other resources of the Participant. Cash needs arising from
foreseeable events, such as the purchase of a house or education
expenses for children, shall not be considered to be the result of
an Unforeseeable Financial Emergency.
	 
	(33)	 	Valuation Dates: Each day the New York Stock Exchange is
open for business.
	 
	(34)	 	Vested Interest: The percentage of a Participant’s Accounts
that, pursuant to Article VI, is vested.
	 
	(35)	 	Vesting Service: With respect to each Participant, “Vesting
Service” as defined and credited under the Dell Computer Corporation
401(k) Plan.






	1.2	 	Number and Gender. Wherever appropriate herein, words used in the
singular shall be considered to include the plural, and words used in the
plural shall be considered to include the singular. The masculine gender,
where appearing in the Plan, shall be deemed to include the feminine
gender.
	 
	1.3	 	Headings. The headings of Articles and Sections herein are included
solely for convenience, and if there is any conflict between such headings
and the text of the Plan, the text shall control.





ARTICLE II.

PARTICIPATION





	2.1	 	Participation.






	(a)	 	Prior to the first day of each Plan Year, the Committee, in
its sole discretion, shall select and notify those Employees who are
newly eligible to become Participants as of such date. Any such
eligible Employee may become a Participant on such date or on the
first day of any subsequent Plan Year (with respect to Base Salary
deferrals) or as of the first day of any Bonus Year (with respect to
Bonus deferrals) by executing and filing with the Committee, prior
to the applicable Election Date, the enrollment form prescribed by
the Committee.
	 
	(b)	 	Notwithstanding Subsection (a) above, if an individual is
designated by the Committee as an Employee following the first day
of a Plan Year (with respect to Base Salary deferrals) or prior to
the Election Date for a Bonus Year (with respect to Bonus
deferrals), such eligible Employee may elect to become a Participant
as follows:






	(1)	 	with respect to Base Salary deferrals, by filing
an election with the Committee during the thirty (30)-day
period commencing on the date of such selection or prior to
the Election Date for any subsequent Plan Year; and




-7-









 






	 	 	(2)	 	with respect to Bonus deferrals, by filing an
election with the Committee during the thirty (30)-day period
commencing on the date of such selection or prior to the
Election Date for any subsequent Bonus Year, provided,
however, that an individual designated as an Employee after
the first day of the fourth fiscal quarter of the Company
shall not be permitted to file an election for such Bonus
Year.
	 
	(c)	 	Once an individual has been designated as an Employee and
commences Plan participation, he shall remain a Participant eligible
to participate in the Plan each Plan Year or Bonus Year until his
participation is terminated in accordance with Section 2.2 or the
Committee terminates his designation as an Employee under this Plan.





	2.2	 	Termination of Participation. Notwithstanding any provision herein to
the contrary, an individual who has become or is entitled to become a
Participant of the Plan shall cease to be or be entitled to be a
Participant effective as of the earliest to occur of (1) the date the
Participant is no longer employed by the Company or (2) any earlier date
designated by the Committee and communicated to the affected individual
prior to the effective date of such action.
	 
	2.3	 	Reemployment of a Participant. A Participant who terminates employment
with the Company and is subsequently rehired by the Company shall not be
entitled to commence or continue participation in the Plan unless and
until he is again eligible to become a Participant in accordance with
Section 2.1. In the case of such a rehired Participant, his
recommencement of Plan participation, if any, shall be considered as his
initial commencement of participation for purposes of the Plan.





ARTICLE III.

CONTRIBUTIONS





	3.1	 	Participant Compensation Deferrals. Each Participant may elect to defer
a portion of his Compensation in accordance with this Section.
Compensation not deferred by a Participant pursuant to this Section shall,
for purposes of this Plan, be received by such Participant in cash.






	(a)	 	Base Salary Deferrals.






	(1)	 	Each Participant may elect to defer receipt of an
integral percentage of from 1% to 50% of his Base Salary for
any Plan Year under the Plan as Base Salary deferrals.
Notwithstanding the preceding, the Committee may, by
resolution, provide that the maximum deferral limit for
certain groups of Participants shall be less than fifty
percent (50%). Such election must be made in the form and
within the time period required by the Committee.
	 
	(2)	 	A Participant’s election to defer Base Salary for
any Plan Year under the Plan must be made on or prior to the
Election Date for Base Salary deferrals.
	 
	(3)	 	If an Employee becomes initially eligible under
the Plan following an Election Date, he may make an election
to defer Base Salary for the




-8-









 






	 	 	remaining portion of the Plan Year by filing an election
within the thirty (30) day period following the date of his
initial eligibility.
	 
	(4)	 	A Participant’s election to make Base Salary
deferrals shall become effective as of the Election Date
coincident with or next following the date such Participant
executes and files with the Committee the form described in
Paragraph (1) above. Notwithstanding the foregoing, if a
Participant is selected as initially eligible under the Plan
following an Election Date, such Participant’s election to
make Base Salary deferrals shall become effective as soon as
administratively feasible following the date such election is
received by the Committee; provided, however, that such
election shall apply no earlier than the first day of the
payroll period coincident with or next such date.
	 
	(5)	 	The reduction of a Participant’s Base Salary
pursuant to this election shall be effected by Base Salary
reductions as of each payroll period within the election
period.
	 
	(6)	 	A Participant shall be deemed to have elected the
same Base Salary deferral percentage pursuant to this
Subsection for a Plan Year that was in effect for the
immediately preceding Plan Year unless such Participant elects
a new deferral percentage for the Plan Year in accordance with
Paragraph (1) or cancels his Base Salary deferrals for the
Plan Year in accordance with Subsection (c) below.






	(b)	 	Bonus Deferrals.






	(1)	 	Effective as of January 1, 2000, each Participant
may elect to defer receipt of an integral percentage of from
1% to 100% of his Bonus for any Bonus Year under the Plan as
Bonus deferrals. Such election must be made in the form and
within the time period required by the Committee.
Notwithstanding any provision hereof, the portion of a
Participant’s Bonus which is deferred pursuant to this
Subsection shall be subject to withholding for applicable
payroll taxes (i.e., amounts required to be withheld under
Code Section 3121(v)) and such taxes shall be netted from the
portion of his Bonus deferred hereunder.
	 
	(2)	 	A Participant’s election to defer Bonus under the
Plan must be made on or prior to the Election Date for Bonus
deferrals, and such election shall be irrevocable for such
Bonus Year.
	 
	(3)	 	If an Employee becomes initially eligible under
the Plan following an Election Date, he may make an election
to defer a designated portion of his Bonus for the entire
Bonus Year by filing an election within the thirty (30)-day
period following the date of his initial eligibility, and such
election shall be irrevocable for such Bonus Year.
Notwithstanding the preceding, an Employee who becomes
initially eligible to participate in the Plan after the first
day of the fourth quarter of the Company’s fiscal year shall
not be




-9-









 






	 	 	permitted to make a deferral election with respect to any
portion of the Bonus received during such Bonus Year.
	 
	(4)	 	The reduction of a Participant’s Bonus pursuant
to this election shall be effected at the time such Bonus is
paid to such Participant in one lump sum deferral.
	 
	(5)	 	A Participant’s election to defer a Bonus during
a Bonus Year shall not apply to a Bonus paid during any
subsequent Bonus Year.






	(b)	 	Cancellation of Base Salary Deferral Election.






	(1)	 	A Participant may cancel his Base Salary Deferral
election effective as of the first day of any subsequent
payroll period by executing and filing with the Committee the
form prescribed by the Committee within the minimum time
period prescribed by the Committee. Notwithstanding the
preceding, the Committee shall have the right, in its sole
discretion, to decline to accept the termination of a
Participant’s Base Salary Deferral election. An individual
described in the preceding sentence may again elect to make
Base Salary Deferrals hereunder in accordance with Subsection
(a)(1) above.
	 
	(2)	 	Upon application by the Participant, in the event
that the Committee determines that the Participant has
suffered an Unforeseeable Financial Emergency, all the
Participant’s Compensation Deferral election(s) then in effect
shall be canceled as soon as administratively practicable
after such determination. If the Participant’s Compensation
Deferral election is so canceled, the Participant may again
elect to defer a percentage of his Compensation effective as
of any subsequent Election Date that is at least twelve (12)
months after the effective date of such cancellation by
complying with the procedural requirements set forth in
Subsection (a)(1) or (b)(1), as applicable.






	(c)	 	Ongoing Election. A Participant’s election to make Base
Salary Deferrals shall remain in force and effect while he is a
Participant unless and until such deferrals cease in accordance with
the provisions of Subsection (c) above or such Participant
terminates participation in the Plan pursuant to Section 2.2.
	 
	(d)	 	Crediting of Deferrals. Compensation Deferrals made by a
Participant shall be credited to such Participant’s Compensation
Deferrals Account as of a date determined in accordance with
procedures established from time to time by the Committee.
	 
	(e)	 	Committee Limitation on Compensation Deferrals.
Notwithstanding the preceding, the Committee may, in its sole
discretion, limit (i.e., reduce or terminate) the Compensation
Deferral election or Bonus Deferral election for any Participant or
group of Participants.






	3.2	 	Company Credits. As of any date or dates selected by the Company, the
Company may credit a Participant’s Company Credits Account with an amount,
if any, as the Company in




-10-









 






	 	 	its sole discretion shall determine. Such credits may be made on behalf
of some Participants but not others, and such credits may vary in amount
among individual Participants.





ARTICLE IV.

ALLOCATIONS TO PARTICIPANT ACCOUNTS





	4.1	 	Individual Accounts. The Committee shall create and maintain adequate
records to disclose the interest hereunder of each Participant, former
Participant and Beneficiary. Such records shall be in the form of
individual accounts and credits and debits shall be made to such accounts
in the manner herein described.
	 
	4.2	 	Investment of Accounts. The Committee shall allocate earnings and losses
to each Participant’s Accounts according to the hypothetical investments
made by a Participant pursuant to the terms of Article V.
	 
	4.3	 	Allocation of Net Income or Loss and Changes in Value.






	(a)	 	As of each Valuation Date, the Committee shall determine the
fair market value and the net income (or net loss) of each
Investment Fund for the period elapsed since the next preceding
Valuation Date. The net income (or net loss) of each Investment
Fund since the next preceding Valuation Date shall be ascertained by
the Committee in such manner as it deems appropriate, which may
include expenses, if any, of administering the Investment Fund, the
Trust, and the Plan.
	 
	(b)	 	For purposes of allocations of net income (or net loss), each
Participant’s Accounts shall be divided into subaccounts to reflect
the hypothetical investment of such Participant’s Accounts in a
particular Investment Fund or Investment Funds pursuant to Article
V. As of each Valuation Date, the net income (or net loss) of each
Investment Fund, separately and respectively, shall be allocated
among the corresponding subaccounts of the Participants who had such
corresponding subaccounts invested in such Investment Fund since the
next preceding Valuation Date, and each such corresponding
subaccount shall be credited with (or debited for) that portion of
such net income (or net loss) that the value of each such
corresponding subaccount on such next preceding Valuation Date was
of the value of all such corresponding subaccounts on such date;
provided, however, that the value of such subaccounts as of the next
preceding Valuation Date shall be reduced by the amount of any
distributions made therefrom since the next preceding Valuation
Date.
	 
	(c)	 	So long as there is any balance in any Account, such Account
shall continue to receive allocations pursuant to this Section.





ARTICLE V.

HYPOTHETICAL INVESTMENT OF ACCOUNTS





	5.1	 	Hypothetical Investment of Accounts. The Committee shall from time to
time select, add, and/or delete Investment Funds for purposes of the
hypothetical investment of Participants’ Accounts. For purposes of
allocating earnings and losses and valuation of each Participant’s
Accounts, each Participant’s Accounts shall be deemed to be invested in
the Investment Funds. The Committee shall designate which Investment Fund
or Funds the Participant’s




-11-









 






	 	 	Accounts shall be deemed to be invested. The preceding
notwithstanding, the Committee may, in its discretion,
permit one or more Participants, or any group of
Participants, to direct the hypothetical investment of
all or any portion of their Accounts in accordance with
Section 5.2.
	 
	5.2	 	Designation of Investment Funds.






	(a)	 	Each Participant shall designate, in accordance with the
procedures established from time to time by the Committee, the
manner in which the amounts credited to his Accounts over which he
has been given investment discretion by the Committee shall be
deemed to be invested from among the Investment Funds. Such
Participant may designate one of such Investment Funds for the
hypothetical investment of all the amounts credited to such
Accounts, or he may split the hypothetical investment of the amounts
credited to such Accounts between such Investment Funds in such
increments as the Committee may prescribe. If a Participant fails
to make a proper designation, then his Accounts shall be deemed to
be invested in the Investment Fund or Investment Funds designated by
the Committee from time to time.
	 
	(b)	 	A Participant may change his hypothetical investment
designation for future amounts to be credited to the portion of his
Accounts over which he has been given investment discretion by the
Committee. Any such change shall be made in accordance with the
procedures established by the Committee, and the frequency of such
changes may be limited by the Committee.
	 
	(c)	 	If the Committee elects to establish a hypothetical
investment fund that holds shares of the Company’s common stock, a
Participant may elect to invest his Accounts in such fund. The
Committee may in its sole discretion refuse to recognize Participant
elections that it determines may cause the Participant’s Accounts to
become subject to the short-swing profit provisions of Section 16b
of the Securities Exchange Act of 1934 and establish special
election procedures for Participants subject to Section 16 of such
Act.
	 
	(d)	 	A Participant’s hypothetical investment selections pursuant
to the immediately preceding paragraph shall be made solely for
purposes of crediting earnings and/or losses to his Accounts under
Section 4.3 of this Plan. The Committee shall not, in any way, be
bound to actually invest any amounts set aside pursuant to Article X
below to satisfy its obligations under this Plan in accordance with
such selections.





ARTICLE VI.

VESTED INTEREST





	6.1	 	Vesting of Compensation Deferrals Account. A Participant shall have a
100% Vested Interest in his Compensation Deferrals Account at all times.
	 
	6.2	 	Vesting of Company Credits Account.






	(a)	 	A Participant shall acquire a Vested Interest in his Company
Credits Account as such Participant completes years of Vesting
Service in accordance with the following schedule:





-12-









 










	 	 	 	 	 
	YEARS OF VESTING SERVICE
	 	VESTED INTEREST

	Less than 1 year
	 	 	0	%
	1 year
	 	 	20	%
	2 years
	 	 	40	%
	3 years
	 	 	60	%
	4 years
	 	 	80	%
	5 years or more
	 	 	100	%








	(b)	 	Notwithstanding Subsection (a) above, a Participant shall
have a 100% Vested Interest in his Company Credits Account upon the
earliest to occur of (i) the attainment of such Participant’s
Retirement Date while employed by the Company, (ii) the death of
such Participant while employed by the Company, (iii) the date such
Participant becomes Disabled, or (iv) any earlier date designated by
the Committee in its sole discretion.






	6.3	 	Forfeitures. A Participant who terminates employment with the Company
and its Affiliates with a Vested Interest in his Company Credits Account
that is less than 100% shall forfeit to the Company the nonvested portion
of such Account as of the date of such termination.





ARTICLE VII.

IN-SERVICE WITHDRAWALS AND LOANS





	7.1	 	In-Service Withdrawals.






	(a)	 	Except as provided in Subsections (b) through (d) below, no
in-service withdrawals shall be permitted under the Plan, and
Participants shall not be permitted to make withdrawals from the
Plan prior to a termination of employment with the Company and its
Affiliates.
	 
	(b)	 	In the event that the Committee, upon written petition of the
Participant, determines in its sole discretion that the Participant
has suffered an Unforeseeable Financial Emergency, the Participant
shall be entitled to withdrawal from his Compensation Deferrals
Account an amount not to exceed the lesser of (i) the amount
determined by the Committee as necessary to meet the Participant’s
needs created by the Unforeseeable Financial Emergency or (ii) the
Vested Interest in the Participant’s Accounts. Such benefit shall
be paid in a single lump sum payment as soon as administratively
practicable after the Committee has made its determination with
respect to the availability and amount of such withdrawal. If the
Participant’s Accounts are deemed to be invested in more than one
Investment Fund, such withdrawal shall be made pro rata from each
Investment Fund in which such Accounts are deemed to be invested.
This Subsection shall not be applicable to the Participant following
his termination of employment with the Company and its Affiliates,
and in the event of such termination the amounts credited to the
Participant’s Accounts shall be payable to him only in accordance
with Article VIII.
	 
	(c)	 	A Participant may at any time make an irrevocable election,
effective as of the first day of the next Plan Year, to have all or
a portion of the Vested Interest in his




-13-









 






	 	 	Accounts, determined as of the date his election is made, paid to
him on a fixed date specified in such election, which shall be at
least two (2) years following the date that such election is
submitted to the Committee in writing. The amount of the payment
pursuant to this irrevocable election shall be stated in the
election and shall be a fixed dollar amount, and shall not be
adjusted for earnings or losses following such election date. Once
an in-service distribution election has been filed with the
Committee, it may be extended to provide that the distribution
shall be made on a date which is subsequent to the original
distribution date; provided, however, that a Participant may not
elect to extend his distribution date during the two (2) year
period immediately preceding the designated distribution date. A
Participant may have only one election hereunder outstanding at any
time. Notwithstanding the preceding, if the Participant terminates
employment prior to the designated payment date, his election shall
be terminated and his Accounts shall be distributed as provided in
Section 8.4 below.
	 
	(d)	 	In the event that the Committee, upon written petition of the
Participant, determines in its sole discretion that the Participant
has a Disability, the Participant shall be entitled to a
distribution in accordance with Article VIII.






	7.2	 	Involuntary Distributions. Notwithstanding anything contained in the
Plan to the contrary, if at any time any Participant is finally determined
by the Internal Revenue Service or the U.S. Department of Labor not to
qualify as a member of a select group of “management or highly compensated
employees” as such term is used in ERISA Section 401(a)(1), the Committee
may, in its sole discretion, immediately distribute in one lump sum to
such Participant his vested account under the Plan. A final determination
of the Internal Revenue Service or the U.S. Department of Labor shall be a
decision rendered by the Internal Revenue Service or the U.S. Department
of Labor which is no longer subject to administrative appeal within such
agency. In addition, the Committee may, in its exclusive and sole
discretion, cause the Plan to make a distribution to a Participant during
a Plan Year in order to cause the Participant to have sufficient taxable
compensation to satisfy the annual addition requirements of Code Section
415 with respect to any qualified retirement plans maintained by the
Company during such Plan Year.






	7.3	 	No Loans. Participants shall not, at any time, be permitted to borrow
from the Plan or Trust Fund.





ARTICLE VIII.

PLAN BENEFITS





	8.1	 	Plan Benefit. A Participant’s Plan benefit shall be the value of his
Accounts determined as of the Valuation Date immediately preceding the
time of payment of such Accounts in accordance with Section 8.3.
	 
	8.2	 	Events Entitling Payment of Benefit. A Participant’s benefit shall
become payable upon the earliest to occur of the following events:






	(a)	 	A termination of the Participant’s employment with the
Company and its Affiliates for any reason;




-14-









 






	(b)	 	The death of the Participant;
	 
	(c)	 	A determination by the Committee that the Participant has a
Disability; or
	 
	(d)	 	A Change of Control.






	 	 	A Participant’s benefit shall equal the Participant’s Vested Interest in
his Accounts as of the Valuation Date next preceding the date the payment
of such benefit is to be paid or commence pursuant to Section 8.3.






	8.3	 	Payee and Time of Payment. Payment of a Participant’s benefit shall be
paid or commence as soon as administratively practicable following the
Section 8.2 event triggering payment. The Participant’s benefit shall be
paid to the Participant, unless the Section 8.2 triggering event is the
death of the Participant, in which case the Participant’s benefit shall be
paid to the Participant’s designated beneficiary as provided in Section
8.5.
	 
	8.4	 	Alternative Forms of Benefit Payments.






	(a)	 	A Participant’s benefit under the Plan shall be paid in cash
in one of the following forms:






	(1)	 	A single lump sum payment; or
	 
	(2)	 	Monthly, quarterly or annual installment payments
for a term certain not to exceed ten years payable to such
Participant or, in the event of such Participant’s death prior
to the end of such term certain, to his designated beneficiary
as provided in Section 8.5.






	(b)	 	A Participant must elect one of the forms of payment listed
in Subsection 8.4(a) above on or before the date he first becomes a
Participant of the Plan pursuant to Article II. Except as provided
in Subsection 8.4(c) below, such election shall be irrevocable by
the Participant and shall remain in effect for all periods of a
Participant’s participation in the Plan. In the event a Participant
fails to elect timely the form in which his benefit payments are to
be made, such benefit payments shall be deemed to have been elected
by such Participant to be in the form of a single lump sum payment.
	 
	(c)	 	A Participant may shall be entitled to change his elected
form of benefit payment under Subsection 8.4(a) above with respect
to all amounts allocated to his Accounts (i.e., both existing and
future allocations) as of each January 1st. Such change shall be
made prior to each such January 1st and shall be effective as of the
subsequent January 1st. If a triggering event described in Section
8.2 occurs during the Plan Year following the Committee’s receipt of
an election to change distribution forms, such election shall be
deemed to be null and void and the immediately preceding election
shall apply to the Participant’s distribution. A Participant who
does not elect to change his current elected (or deemed elected)
form of benefit payment with respect to future allocations to such
Participant’s Accounts as of any such January 1 shall not be
entitled to change his elected form of benefit until the subsequent
January 1st. If a Participant elected to receive his benefit
payment in one or more




-15-









 






	 	 	different forms of payment prior to January 1, 2000, such
Participant shall receive his distribution pursuant to the most
recent form of distribution elected by the Participant; provided,
however, if no such election is on file with the Committee, his
distribution shall be made in the form elected of a single lump sum
payment, unless such Participant elects to file a new election
under Subsection (a) above.
	 
	(d)	 	If a Participant dies prior to the date the payment of his
benefit begins or is completed, such benefit shall be paid to such
Participant’s beneficiary designated in accordance with Section 8.5
in a single lump payment, notwithstanding any other form of payment
elected by such Participant.
	 
	(e)	 	The preceding Subsections notwithstanding, if the Section 8.2
event triggering payment of a Participant’s benefit is a Change of
Control, such benefit shall be paid to such Participant in a single
lump sum cash payment as soon as administratively practicable after
such Change of Control.
	 
	(f)	 	Notwithstanding any provision of the Plan to the contrary,
the Committee may, in its sole and absolute discretion, distribute a
Participant’s benefit in the form of a single lump sum payment
notwithstanding any other form of distribution elected by the
Participant.






	8.5	 	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 requirement of further
consent by such spouse, and (3) is witnessed by a Plan
representative (other than the Participant) or a notary public or
(b) the consent of such spouse cannot be obtained because such
spouse cannot be located or because of other circumstances that the
Committee in its discretion determines warrants a waiver of such
consent. Any such consent by such surviving spouse shall be
irrevocable.
	 
	(b)	 	If at the time of the death of the Participant no designated
beneficiary is on file with the Committee, or such beneficiary
designation is not valid or effective for any




-16-









 






	 	 	reason as determined by the Committee, then the designated
beneficiary or beneficiaries to receive such benefit shall be as
follows:






	(1)	 	If a Participant has a surviving spouse at the
time of such Participant’s death, his designated beneficiary
shall be such surviving spouse;
	 
	(2)	 	If a Participant has no surviving spouse at the
time of such Participant’s death, his designated beneficiary
shall be such Participant’s executor or administrator or, if
there is no administration of such Participant’s estate, his
heirs at law.






	8.6	 	Payments Pursuant to a QDRO. To the extent that a Participant’s benefits
are divided pursuant to Section 12.2 hereof, the “alternate payee’s”
benefits shall be paid in a single lump sum as soon as administratively
practicable following the later of (i) the date the qualified domestic
relations order is approved by the Committee, or (ii) the date the
alternate payee’s right to receive a distribution of his or her Company
Credits Account is fully vested as provided in Section 7.2 above. In the
event that an alternate payee dies prior to the date that his or her
benefits are eligible for distribution hereunder, his or her benefits
shall be fully vested and shall be paid to the alternate payee’s
designated beneficiary as soon as administratively feasible following his
or her date of death. Payments made to an alternate payee shall not be
eligible for distribution as installment payments.
	 
	8.7	 	Payer of Benefits. To the extent the Trust Fund has sufficient assets,
the Trustee shall pay benefits to Participants or their beneficiaries,
except to the extent the Company pays the benefits directly. To the
extent the Trustee does not or cannot pay benefits out of the Trust Fund,
the benefits shall be paid by the Company. Any benefit payments made to a
Participant or for his benefit pursuant to any provision of the Plan shall
be debited to such Participant’s Accounts. All benefit payments shall be
made in cash.
	 
	8.8	 	Unclaimed Benefits. In the case of a benefit payable to or on behalf of
a Participant, if the Committee after a reasonable search is unable to
locate the Participant or beneficiary to whom such benefit is payable,
upon the Committee’s determination thereof, such benefit shall be
forfeited to the Company. The Committee shall adopt procedures concerning
the process that will be followed to locate a Participant or beneficiary
under this Section. Notwithstanding the foregoing, if subsequent to any
such forfeiture the Participant or beneficiary to whom such benefit is
payable makes a valid claim for such benefit within a reasonable (as
determined by and in the discretion of the Committee) period of time
following the date such benefit became payable, such forfeited benefit
shall be payable pursuant to the Plan provisions.





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 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.




-17-









 






	9.2	 	Term, Vacancies, Resignation, and Removal. Each member of the Committee
shall serve until he resigns, dies, or is removed by the Directors. At
any time during his term of office, a member of the Committee may resign
by giving written notice to the Directors and the Committee, such
resignation to become effective upon the appointment of a substitute
member or, if earlier, the lapse of thirty 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 Directors with or
without cause, and the 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 and its Affiliates.






	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 (including, without limitation, Committee decisions
under Article II) 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 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:






	(a)	 	To make rules, regulations, and bylaws for the administration
of the Plan that are not inconsistent with the terms and provisions
hereof, and to enforce the terms of the Plan and the rules and
regulations promulgated thereunder by the Committee;
	 
	(b)	 	To construe in its sole discretion all terms, provisions,
conditions, and limitations of the Plan;
	 
	(c)	 	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;
	 
	(d)	 	To employ and compensate such accountants, attorneys,
investment advisors, and other agents, employees, and independent
contractors as the Committee may deem necessary or advisable for the
proper and efficient administration of the Plan;
	 
	(e)	 	To determine in its sole discretion all questions relating to
eligibility;
	 
	(f)	 	To establish or designate Investment Funds as provided in
Article V;
	 
	(g)	 	To determine whether and when there has been a termination of
a Participant’s employment with the Company and its Affiliates, and
the reason for such termination;




-18-









 






	(h)	 	To make a determination in its sole discretion as to the
right of any person to a benefit under the Plan and to prescribe
procedures to be followed by distributees in obtaining benefits
hereunder; and
	 
	(i)	 	To receive and review reports from the Trustee as to the
financial condition of the Trust Fund, including its receipts and
disbursements.






	9.5	 	Claims Review.






	(a)	 	In any case in which a claim for Plan benefits of a
Participant or beneficiary is denied or modified, the Committee
shall furnish written notice to the claimant within ninety days (or
within 180 days if additional information requested by the Committee
necessitates an extension of the ninety-day period and, in which
case, the claimant shall be informed of such extension prior to the
end of the initial ninety-day period), which notice shall:






	(1)	 	State the specific reason or reasons for the
denial or modification;
	 
	(2)	 	Provide specific reference to pertinent Plan
provisions on which the denial or modification is based;
	 
	(3)	 	Provide a description of any additional material
or information necessary for the Participant, his beneficiary,
or representative to perfect the claim and an explanation of
why such material or information is necessary; and
	 
	(4)	 	Explain the Plan’s claim review procedure as
contained herein.






	(b)	 	In the event a claim for Plan benefits is denied or modified,
if the Participant, his beneficiary, or a representative of such
Participant or beneficiary desires to have such denial or
modification reviewed, he must, within sixty days following receipt
of the notice of such denial or modification, submit a written
request for review by the Committee of its initial decision. In
connection with such request, the Participant, his beneficiary, or
the representative of such Participant or beneficiary may review any
pertinent documents upon which such denial or modification was based
and may submit issues and comments in writing. Within sixty days
following such request for review the Committee shall, after
providing a full and fair review, render its final decision in
writing to the Participant, his beneficiary, or the representative
of such Participant or beneficiary stating specific reasons for such
decision and making specific references to pertinent Plan provisions
upon which the decision is based. If special circumstances require
an extension of such sixty-day period, the Committee’s decision
shall be rendered as soon as possible, but not later than 120 days
after receipt of the request for review. If an extension of time
for review is required, written notice of the extension shall be
furnished to the Participant, beneficiary, or the representative of
such Participant or beneficiary prior to the commencement of the
extension period.
	 
	(c)	 	Compliance with the claims review procedures set forth in
this Section shall be a condition precedent to the filing of a
lawsuit by a Participant, his beneficiary, or any person claiming
through a participant or beneficiary in connection with a Plan




-19-









 






	 	 	benefit, and a failure to timely exhaust the administrative
remedies set forth herein shall bar any such proceeding in federal
or state court.






	9.6	 	Company to Supply Information. The Company shall supply full and timely
information to the Committee, including, but not limited to, information
relating to each Participant’s Compensation, age, retirement, death, or
other cause of termination of employment and such other pertinent facts as
the Committee may require. When making a determination in connection with
the Plan, the Committee shall be entitled to rely upon the aforesaid
information furnished by the Company or any Affiliate.
	 
	9.7	 	Indemnity. To the extent permitted by applicable law, the Company shall
indemnify and hold harmless each member of the Committee and other
employee of the Company or an Affiliate to whom Plan administrative
functions have been delegated by the Committee against any and all
expenses and liabilities arising out of such individual’s 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 X.

PURPOSE AND UNFUNDED NATURE OF THE PLAN





	10.1	 	Purpose of Plan. The Company 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 by making more adequate
provision for their future retirement security.
	 
	10.2	 	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 the Company. Further, it is the
intention of the Company that the Plan be “unfunded” for purposes of the
Code and Title I of ERISA. The Plan constitutes a mere promise by the
Company to make benefit payments in the future. Plan benefits herein
provided are to be paid out of the Company’s general assets, and
Participants shall have the status of general unsecured creditors of the
Company.
	 
	10.3	 	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




-20-









 






	 	 	Employers to set aside any funds, but the Employers may set aside
funds if they choose to do so.
	 
	(b)	 	The Company, 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 Employers in meeting its
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 Subsection (c) below. No Participant or beneficiary
shall have any preferred claim to, or any beneficial ownership
interest in, any assets of the Trust Fund.
	 
	(c)	 	The Company shall be considered “insolvent” if (i) the
Company is unable to pay its debts as they become due or (ii) the
Company is subject to a pending proceeding as a debtor under the
United Sates Bankruptcy Code (or any successor federal statute).
	 
	(d)	 	The chief executive officer of the Company and the Directors
shall each have the duty to inform the Trustee in writing if the
Company becomes insolvent. Such notice given under the preceding
sentence by any one party shall satisfy each party’s duty to give
notice. When so informed, the Trustee shall suspend payments to the
Participants and beneficiaries and hold the assets for the benefit
of the Company’s general creditors. If the Trustee receives a
written allegation that the Company is insolvent, the Trustee shall
suspend payments to the Participants and beneficiaries and hold the
Trust Fund for the benefit of the Company’s general creditors and
shall determine within the period specified in the Trust Agreement,
or, in the absence of a specified period, within a reasonable period
of time, whether the Company is insolvent. If the Trustee
determines that the Company is not insolvent, the Trustee shall
resume payments to the Participants and beneficiaries. In the case
of insolvency of the Company or any Affiliate designated to
participate in the Plan pursuant to Section 11.1, only the assets
contributed to the Trust, if any, by the Company or such Affiliate,
whichever is insolvent, shall be subject to the claims of such
insolvent entity.
	 
	(e)	 	All expenses incident to the administration of the Plan and
Trust, including but not limited to, legal, accounting, Trustee
fees, and expenses of the Committee, may be paid by the Company and,
if not so paid, shall be paid by the Trustee from the Trust Fund, if
any.
	 
	(f)	 	All income, profits, recoveries, contributions, forfeitures
and any and all moneys, securities, and properties of any kind at
any time received or held by the Trustee, if any, shall be held for
investment purposes as a commingled Trust Fund pursuant to the terms
of the Trust Agreement. The Committee shall maintain Accounts in
the name of each Participant, but the maintenance of Accounts
designated as Accounts of a Participant shall not mean that such
Participant shall have a greater or lesser interest than that due
him under the terms of the Plan and shall not be considered as




-21-









 






	 	 	segregating any funds or property from any other funds or property
contained in the commingled fund.





ARTICLE XI.

PARTICIPATING ENTITIES





	11.1	 	Designation of Participating Entities.






	(a)	 	The Committee may designate any Employer as eligible to
participate in the Plan by written instrument delivered to the
Company and the designated entity. Such written instrument shall
specify the effective date of such designated participation, may
incorporate specific provisions relating to the operation of the
Plan that apply to the designated entity only, and shall become, as
to such designated entity and its employees, a part of the Plan.
Each designated Employer shall be conclusively presumed to have
consented to its designation and to have agreed to be bound by the
terms of the Plan and any and all amendments thereto upon its
submission of information to the Committee required by the terms of
or with respect to the Plan; provided, however, that the terms of
the Plan may be amended so as to increase the obligations of an
entity only with the consent of such entity, which consent shall be
conclusively presumed to have been given by such entity upon its
submission, after receipt of notice of any such amendment, of any
information to the Committee required by the terms of or with
respect to the Plan.
	 
	(b)	 	Except as modified by the Committee in the written instrument
described in Subsection (a) above, the provisions of this Plan shall
be applicable with respect to each participating entity separately,
and amounts payable hereunder for or on behalf of a Participant
shall be paid by the participating entity that employs such
Participant.
	 
	(c)	 	Any participating entity may, by appropriate action of its
officers without the need for approval of its board of directors or
noncorporate counterpart or the Committee, the Company, or the
Directors, terminate its participation in the Plan. Moreover, the
Committee may, in its discretion, terminate a participating entity’s
Plan participation at any time by giving written notice to such
participating entity and the Company.





ARTICLE XII.

MISCELLANEOUS





	12.1	 	Not Contract of Employment. The adoption and maintenance of the Plan
shall not be deemed to be a contract between the Company and any person or
to be consideration for the employment of any person. Nothing herein
contained shall be deemed to give any person the right to be retained in
the employ of the Company or to restrict the right of the Company to
discharge any person at any time, nor shall the Plan be deemed to give the
Company the right to require any person to remain in the employ of the
Company or to restrict any person’s right to terminate his employment at
any time.
	 
	12.2	 	Alienation of Interest Forbidden. The interest of a Participant or his
beneficiary or beneficiaries hereunder may not be sold, transferred,
assigned, or encumbered in any manner, either voluntarily or
involuntarily, and any attempt so to anticipate, alienate, sell, transfer,
assign, pledge, encumber, or charge the same shall be null and void, nor
shall the




-22-









 






	 	 	benefits hereunder be liable for or subject to the debts, contracts,
liabilities, engagements, or torts of any person to whom such benefits or
funds are payable, nor shall they be an asset in bankruptcy or subject to
garnishment, attachment, or other legal or equitable proceedings. The
preceding notwithstanding, the Committee shall comply with the terms and
provisions of a “qualified domestic relations order” as defined in ERISA
Section 206(d).
	 
	12.3	 	Withholding. All Compensation Deferrals, Company Credits, and benefit
payments provided for hereunder shall be subject to applicable withholding
and other deductions as shall be required of the Company under any
applicable local, state, or federal law as such laws are interpreted by
the Company.
	 
	12.4	 	Amendment and Termination. The Directors have the absolute and
unconditional right to amend the Plan at any time and may from time to
time, in their discretion, amend, in whole or in part, any or all of the
provisions of the Plan; provided, however, that any amendments to the
Plan that do not have a significant cost impact on the Company, whether or
not retroactive, may be made by the Committee; and provided, further,
that no amendment may be made that would reduce a Participant’s Vested
Interest in the amounts credited to his Accounts as of the date of
adoption of such amendment. The Directors have the absolute and
unconditional right to terminate the Plan at any time on behalf of the
Company and each participating entity. In the event that the Plan is
terminated, notwithstanding any other form of benefit elected by the
Participant, the balance of each Participant’s Accounts shall be paid to
such Participant or his designated beneficiary in the manner selected by
the Committee in its discretion (notwithstanding any other form of benefit
elected by such Participant), which may include the payment of a single
lump sum cash payment, in full satisfaction of all of such Participant’s
or beneficiary’s benefits hereunder.
	 
	12.5	 	Severability. If any provision of the Plan shall be held illegal or
invalid for any reason, said illegality or invalidity shall not affect the
remaining provisions hereof; instead, each provision shall be fully
severable, and the Plan shall be construed and enforced as if said illegal
or invalid provision had never been included herein.
	 
	12.6	 	Governing Laws. All provisions of the Plan shall be construed in
accordance with the laws of the State of Texas except to the extent
preempted by federal law.





Executed this 10th day of December, 2002.



	 	 	 	 	 
	 	DELL COMPUTER CORPORATION

 	 
	 	By:  	/s/ KATHLEEN O. ANGEL
 	 
	 	Name:  	Kathleen O. Angel 	 
	 	Title:  	Director Of Global Benfits 	 
	 





-23-