exv10w5



 





Exhibit 10.5




Dell Inc.

401(k) Plan




As Amended and Restated

Effective January 1, 2003




 









 








Dell Inc.

401(k) Plan




W I T N E S S E T H:




     WHEREAS, Dell Inc. (the “Company”) has heretofore adopted and maintains
the Dell Inc. 401(k) Plan (the “Plan”) for the benefit of eligible employees of
the Company and participating affiliates; and



     WHEREAS, the Company desires to restate the Plan and to amend the Plan in
several respects, intending thereby to provide an uninterrupted and continuing
program of benefits;



     NOW THEREFORE, the Plan is hereby restated in its entirety as follows with
no interruption in time, effective as of January 1, 2003, except as otherwise
indicated herein:



 









 





Table of Contents




	 	 	 	 	 	 	 
	 	 	 	 	Page

	I.

	 	DEFINITIONS AND CONSTRUCTION
	 	 	1	 
	

	 	1.1 Definitions
	 	 	1	 
	

	 	1.2 Number and Gender
	 	 	10	 
	

	 	1.3 Headings
	 	 	10	 
	

	 	1.4 Construction
	 	 	10	 
	

	 	1.5 Profit Sharing Plan
	 	 	10	 
	II.

	 	PARTICIPATION
	 	 	11	 
	

	 	2.1 Participation
	 	 	11	 
	

	 	2.2 Automatic Enrollment
	 	 	12	 
	

	 	2.3 Cessation of Participation
	 	 	12	 
	

	 	2.4 Suspension of Participation Requirements
	 	 	12	 
	III.

	 	CONTRIBUTIONS
	 	 	14	 
	

	 	3.1 Salary Reduction Contributions
	 	 	14	 
	

	 	3.2 Employer Matching Contributions
	 	 	16	 
	

	 	3.3 Employer Retirement Savings Contributions
	 	 	16	 
	

	 	3.4 Employer Fail Safe Contributions
	 	 	17	 
	

	 	3.5 Return of Contributions
	 	 	18	 
	

	 	3.6 Disposition of Excess Deferrals and Excess Contributions
	 	 	18	 
	

	 	3.7 Rollover Contributions
	 	 	19	 
	IV.

	 	ALLOCATIONS AND LIMITATIONS
	 	 	21	 
	

	 	4.1 Suspended Amounts
	 	 	21	 
	

	 	4.2 Allocation of Contributions to Accounts
	 	 	21	 
	

	 	4.3 Time of Allocation of Contributions
	 	 	22	 
	

	 	4.4 Application of Forfeitures
	 	 	23	 
	

	 	4.5 Valuation of Accounts
	 	 	23	 
	

	 	4.6 Code Section 415 Limitations and Corrections
	 	 	23	 
	V.

	 	INVESTMENT OF ACCOUNTS
	 	 	26	 
	

	 	5.1 Investment of Accounts by Participants
	 	 	26	 
	

	 	5.2 Restriction on Acquisition of Company Stock
	 	 	26	 
	

	 	5.3 Pass-Through Voting of Company Stock
	 	 	26	 
	

	 	5.4 Stock Rights, Stock Splits, and Stock Dividends
	 	 	27	 
	

	 	5.5 Participant Rights
	 	 	27	 







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Table of Contents
(continued)



	 	 	 	 	 	 	 
	 	 	 	 	Page

	VI.

	 	IN-SERVICE WITHDRAWALS
	 	 	28	 
	

	 	6.1 Age 591⁄2 Withdrawals
	 	 	28	 
	

	 	6.2 Financial Hardship Withdrawals
	 	 	28	 
	

	 	6.3 Restrictions on In-Service Withdrawals
	 	 	29	 
	VII.

	 	DISTRIBUTIONS AFTER SEPARATION FROM SERVICE
	 	 	31	 
	

	 	7.1 Retirement Benefits
	 	 	31	 
	

	 	7.2 Disability Benefits
	 	 	31	 
	

	 	7.3 Death Benefits
	 	 	31	 
	

	 	7.4 Separation From Service Prior to Retirement
	 	 	32	 
	VIII.

	 	TIME AND FORM OF PAYMENT OF BENEFITS
	 	 	37	 
	

	 	8.1 Time of Payment
	 	 	37	 
	

	 	8.2 Determination of Benefit Commencement Date
	 	 	37	 
	

	 	8.3 Forms of Benefits
	 	 	43	 
	

	 	8.4 Cash-Out of Benefit
	 	 	43	 
	

	 	8.5 Direct Rollover Election
	 	 	43	 
	

	 	8.6 Payee of Benefits
	 	 	44	 
	

	 	8.7 Benefits from Account Balances
	 	 	44	 
	

	 	8.8 Unclaimed Benefits
	 	 	44	 
	

	 	8.9 Claims Review
	 	 	44	 
	IX.

	 	LOANS
	 	 	46	 
	

	 	9.1 Eligibility for Loan
	 	 	46	 
	

	 	9.2 Minimum Loan
	 	 	46	 
	

	 	9.3 Maximum Loan
	 	 	46	 
	

	 	9.4 Interest, Security, and Fees
	 	 	46	 
	

	 	9.5 Repayment Terms of Loan
	 	 	47	 
	

	 	9.6 Default and Offset
	 	 	48	 
	X.

	 	ADMINISTRATION OF THE PLAN
	 	 	50	 
	

	 	10.1 Appointment of Committee
	 	 	50	 
	

	 	10.2 Term, Vacancies, Resignation, and Removal
	 	 	50	 
	

	 	10.3 Officers, Records, and Procedures
	 	 	50	 
	

	 	10.4 Meetings
	 	 	50	 
	

	 	10.5 Self-Interest of Members
	 	 	50	 
	

	 	10.6 Compensation and Bonding
	 	 	51	 
	

	 	10.7 Committee Powers and Duties
	 	 	51	 
	

	 	10.8 Employer to Supply Information
	 	 	52	 







ii









 




Table of Contents
(continued)



	 	 	 	 	 	 	 
	 	 	 	 	Page

	

	 	10.9 Indemnification
	 	 	52	 
	

	 	10.10 Temporary Restrictions
	 	 	53	 
	XI.

	 	TRUSTEE AND ADMINISTRATION OF TRUST FUND
	 	 	54	 
	

	 	11.1 Appointment, Resignation, Removal, and Replacement of Trustee
	 	 	54	 
	

	 	11.2 Trust Agreement
	 	 	54	 
	

	 	11.3 Payment of Expenses
	 	 	54	 
	

	 	11.4 Trust Fund Property
	 	 	54	 
	

	 	11.5 Distributions from Participants’ Accounts
	 	 	54	 
	

	 	11.6 Payments Solely from Trust Fund
	 	 	55	 
	

	 	11.7 No Benefits to the Employer
	 	 	55	 
	XII.

	 	FIDUCIARY PROVISIONS
	 	 	56	 
	

	 	12.1 Article Controls
	 	 	56	 
	

	 	12.2 General Allocation of Fiduciary Duties
	 	 	56	 
	

	 	12.3 Fiduciary Duty
	 	 	56	 
	

	 	12.4 Delegation of Fiduciary Duties
	 	 	56	 
	

	 	12.5 Investment Manager
	 	 	57	 
	XIII.

	 	AMENDMENTS
	 	 	58	 
	

	 	13.1 Right to Amend
	 	 	58	 
	

	 	13.2 Limitation on Amendments
	 	 	58	 
	XIV.

	 	DISCONTINUANCE OF CONTRIBUTIONS, TERMINATION, PARTIAL TERMINATION, AND MERGER OR CONSOLIDATION
	 	 	59	 
	

	 	14.1 Right to Discontinue Contributions, Terminate, or Partially Terminate
	 	 	59	 
	

	 	14.2 Procedure in the Event of Discontinuance of Contributions,
Termination, or Partial Termination
	 	 	59	 
	

	 	14.3 Merger, Consolidation, or Transfer
	 	 	59	 
	XV.

	 	PARTICIPATING EMPLOYERS
	 	 	61	 
	

	 	15.1 Designation of Other Employers
	 	 	61	 
	

	 	15.2 Single Plan
	 	 	62	 
	XVI.

	 	MISCELLANEOUS PROVISIONS
	 	 	63	 
	

	 	16.1 Not Contract of Employment
	 	 	63	 
	

	 	16.2 Alienation of Interest Forbidden
	 	 	63	 







iii









 





Table of Contents
(continued)



	 	 	 	 	 	 	 
	 	 	 	 	Page

	

	 	16.3 Uniformed Services Employment and Reemployment Rights Act Requirements
	 	 	63	 
	

	 	16.4 Payments to Minors and Incompetents
	 	 	63	 
	

	 	16.5 Acquisition and Holding of Company Stock
	 	 	63	 
	

	 	16.6 Participant’s and Beneficiary’s Addresses
	 	 	64	 
	

	 	16.7 Severability
	 	 	64	 
	

	 	16.8 Jurisdiction
	 	 	64	 
	

	 	16.9 Incorrect Information or Error
	 	 	64	 
	

	 	16.10 Merged Plans
	 	 	64	 
	XVII.

	 	TOP-HEAVY STATUS
	 	 	65	 
	

	 	17.1 Article Controls
	 	 	65	 
	

	 	17.2 Definitions
	 	 	65	 
	

	 	17.3 Top-Heavy Status
	 	 	66	 
	

	 	17.4 Top-Heavy Vesting Schedule
	 	 	67	 
	

	 	17.5 Top-Heavy Contribution
	 	 	67	 
	

	 	17.6 Termination of Top-Heavy Status
	 	 	68	 
	

	 	17.7 Effect of Article
	 	 	68	 
	XVIII.

	 	EGTRRA PROVISIONS
	 	 	69	 
	

	 	18.1 General
	 	 	69	 
	

	 	18.2 Amendment to Provisions Governing Code Section 415 Limitation
	 	 	69	 
	

	 	18.3 Increase in Compensation Limit
	 	 	69	 
	

	 	18.4 Modification Of Top-Heavy Rules
	 	 	69	 
	

	 	18.5 Amendment to Direct Rollover Rules
	 	 	70	 
	

	 	18.6 Rollovers from Other Plans
	 	 	71	 
	

	 	18.7 Rollovers Disregarded in Involuntary Distributions
	 	 	71	 
	

	 	18.8 Amendment to the Contribution Provisions of the Plan
	 	 	71	 
	

	 	18.9 Suspension Period Following Hardship Distribution
	 	 	72	 
	

	 	18.10 Distributions following a Severance from Employment
	 	 	72	 







iv









 






I.

DEFINITIONS AND CONSTRUCTION





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






	(a)	 	Account(s): Accounts means accounts or records maintained by
the administrator or its agent indicating the monetary value of the
total interest in the Trust Fund of each Participant, each former
Participant, and each beneficiary. The types of individual accounts
under this Plan are:






	(1)	 	Salary Reduction Contribution Account;
	 
	(2)	 	Employer Contribution Account; and
	 
	(3)	 	Rollover Contribution Account.






	(b)	 	Benefit Commencement Date: With respect to each Participant
or beneficiary, the first day of the first period for which such
Participant’s or beneficiary’s benefit is payable to him from the
Trust Fund, determined in accordance with Section 8.2.
	 
	(c)	 	Bonus: For periods on or before January 1, 2004, Bonus means
the amount paid to an IBP Participant pursuant to the Company’s
Annual Incentive Bonus Plan. All other bonus payments, if any,
including “sign-on bonuses,” “on the spot awards,” and other
customized bonus programs shall not be considered a Bonus under the
Plan and will be included in that Participant’s Considered
Compensation.
	 
	(d)	 	Code: The Internal Revenue Code of 1986, as amended.
	 
	(e)	 	Committee: The administrative committee appointed by the
Directors to administer the Plan.
	 
	(f)	 	Company: Dell Inc.
	 
	(g)	 	Company Stock: The common stock of Dell Inc.
	 
	(h)	 	Compensation: A Participant’s Compensation for a Limitation
Year shall include all the items in Section 1.1(h)(1) below, exclude
all the items in Section 1.1(h)(2) below, and shall be subject to
the limitation provided in Section 1.1(h)(3) below.






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






	(i)	 	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




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	 	 	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 Code Sections 931 and 933);
	 
	(ii)	 	In the case of a Participant who is
an employee within the meaning of Code Section 401(c)(1)
and the Treasury regulations thereunder, the Employee’s
earned income (as described in Code Section 401(c)(2)
and the Treasury regulations thereunder) determined
without regard to the exclusions from gross income under
Code Sections 931 and 933;
	 
	(iii)	 	Foreign earned income (as defined in
Code Section 911(b)) whether or not excludable from
gross income;
	 
	(iv)	 	Amounts described in Code Sections
104(a)(3), 105(a), and 105(h), but only to the extent
these amounts are includable in the gross income of the
Participant;
	 
	(v)	 	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;
	 
	(vi)	 	The amount includable in the gross
income of the Participant upon making an election
described in section 83(b);
	 
	(vii)	 	Elective contributions made on a
Participant’s behalf by the Employer that are not
includable in income under Code Sections 125,
402(e)(3), 402(h), 403(b), or 457;
	 
	(viii)	 	Any amounts that are not includable in the gross
income of a Participant under a salary reduction
agreement by reason of the application of Code Section
132(f);
	 
	(ix)	 	On the spot awards; and
	 
	(i)	 	Noncash awards such as gifts and
trips.






	(2)	 	All of the following items shall be excluded to
the extent they would otherwise be included under Section
1.1(i)(1):






	(i)	 	Reimbursements and other expense
allowances;
	 
	(ii)	 	Cash and noncash fringe benefits;
	 
	(iii)	 	Moving expenses;




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	(iv)	 	Deferred compensation under any plan
or program other than as specifically included in
Section 1.1(h)(1)(vii);
	 
	(v)	 	Welfare benefits;
	 
	(vi)	 	Employer contributions to or payments
from this or any other deferred compensation program,
whether such program is qualified under Code Section
401(a) or nonqualified;
	 
	(vii)	 	Amounts realized from the exercise
of a stock option that is not an incentive stock option
within the meaning of Code Section 422;
	 
	(viii)	 	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 Code
Section 83;
	 
	(ix)	 	Amounts realized from the sale,
exchange, disqualifying disposition or other disposition
of stock acquired under an incentive stock option;
	 
	(x)	 	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);
	 
	(xi)	 	On the spot awards; and
	 
	(ii)	 	Noncash awards such as gifts and
trips.






	(3)	 	The Compensation of any Participant taken into
account for purposes of the Plan shall be limited to $200,000
for any Plan Year with such limitation to be:






	(i)	 	Adjusted automatically to reflect any
amendments to Code Section 401(a)(17) and any
cost-of-living increases authorized by Code Section
401(a)(17); and
	 
	(ii)	 	Prorated for a Plan Year of less than
twelve months and to the extent otherwise required by
applicable law.






	(4)	 	For purposes of this Section, amounts under Code
Section 125 include any amounts not available to a Participant
in cash in lieu of group health coverage because the
Participant is unable to certify that he or she has other
health coverage. An amount will be treated as an amount under
Code Section 125 only if the Employer does not collect
information regarding the Participant’s other health coverage
as part of the enrollment process of its group health plan.




-3-









 












	(i)	 	Considered Compensation: A Participant’s Considered
Compensation for a Limitation Year shall be equal to his
Compensation (as defined above). For the 2003 Plan Year, a
Participant’s Considered Compensation for a Limitation Year shall
include his Compensation (as defined above) reduced by any Bonus
paid to the Participant. Any bonus payments made to a Participant
that is not an IBP Participant shall be included in that
Participant’s Considered Compensation.
	 
	(j)	 	Controlled Entity: Each entity that is a member of a
controlled group of corporations (within the meaning of Code
Sections 414(b) and 414(c)) or an affiliated service group (within
the meaning of Code Sections 414(m) or 414(o)) of which the Employer
is a member.
	 
	(k)	 	Direct Rollover: A payment by the Plan to an Eligible
Retirement Plan designated by a Distributee.
	 
	(l)	 	Directors: The Board of Directors of the Company.
	 
	(m)	 	Distributee: Each (i) Participant entitled to an Eligible
Rollover Distribution, (ii) Participant’s surviving spouse with
respect to the interest of such surviving spouse in an Eligible
Rollover Distribution, and (iii) individual who is an alternate
payee under a qualified domestic relations order, as defined in Code
Section 414(p), with regard to the interest of such former spouse in
an Eligible Rollover Distribution.
	 
	(n)	 	Effective Date: January 1, 2003, as to this restatement of
the Plan, except (i) as otherwise indicated in specific provisions
of the Plan, or (ii) where provisions of the Plan are required to
have an earlier effective date by applicable statute or regulation
such provision shall be effective as of the required effective date.
The original effective date of the Plan was June 1, 1989.
	 
	(o)	 	Eligible Employee: Any Employee eligible to participate in
the Plan in accordance with Section 2.1.
	 
	(p)	 	Eligible Retirement Plan: (i) With respect to a Distributee
other than a surviving spouse, an individual retirement account
described in Code Section 408(a), an individual retirement annuity
described in Code Section 408(b), an annuity plan described in Code
Section 403(a), or a qualified plan described in Code Section
401(a), which under its provisions does, and under applicable law
may, accept such Distributee’s Eligible Rollover Distribution, and
(ii) with respect to a Distributee who is a surviving spouse, an
individual retirement account described in Code Section 408(a) or an
individual retirement annuity described in Code Section 408(b).
	 
	(q)	 	Eligible Rollover Distribution: With respect to a
Distributee, any distribution of all or part of the Accounts of a
Participant other than (i) a distribution that is one of a series of
substantially equal periodic payments (not less frequently than
annually) made for the life (or life expectancy) of the Distributee
or the joint lives (or joint life expectancies) of the Distributee
and the Distributee’s designated




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	 	 	beneficiary or for a specified period of ten years or more, (ii) a
distribution to the extent such distribution is required under Code
Section 401(a)(9), (iii) the portion of a distribution that is not
includable in gross income (determined without regard to the
exclusion for net unrealized appreciation with respect to employer
securities), (iv) a loan treated as a distribution under Code
Section 72(p) and not excepted by Code Section 72(p)(2), (v) a loan
in default that is a deemed distribution, (vi) any corrective
distribution provided in Section 3.6 and Subsection 4.6(b), and
(vii) any other distribution so designated by the Internal Revenue
Service in revenue rulings, notices, and other guidance of general
applicability. Further, a distribution pursuant to Section 6.2
from the Salary Reduction Account of a Participant who has not
attained age 591/2 shall not constitute an Eligible Rollover
Distribution.
	 
	(r)	 	Employee: Each individual employed by an Employer (including
Leased Employees).
	 
	(s)	 	Employer: The Company and each entity that has been
designated to participate in the Plan pursuant to the provisions of
Article XV.
	 
	(t)	 	Employer Contribution Account: An individual account for
each Participant, which is credited with the sum of: (i) any
Employer Matching Contributions made on such Participant’s behalf
pursuant to Section 3.2; (ii) any Employer Retirement Savings
Contributions made on such Participant’s behalf pursuant to Section
3.3; and (iii) any Employer Fail Safe Contributions made on such
Participant’s behalf pursuant to Section 3.4 to satisfy the
restrictions set forth in Subsection 3.2(c). The administrator or
any record keeper retained by the administrator shall create such
sub-accounts to the Participant’s Employer Contribution Account as
are necessary to separately account for each of the Employer
Contributions described above and in Section 1.1(u).
	 
	(u)	 	Employer Contributions: The total of (i) Employer Matching
Contributions, (ii) Employer Retirement Savings Contributions, and
(iii) Employer Fail Safe Contributions.
	 
	(v)	 	Employer Matching Contributions: Contributions made to the
Plan by the Employer pursuant to Section 3.2.
	 
	(w)	 	Employer Retirement Savings Contributions: Contributions
made to the Plan by the Employer pursuant to Section 3.3.
	 
	(x)	 	Employer Fail Safe Contributions: Contributions made to the
Plan by the Employer pursuant to Section 3.4.
	 
	(y)	 	Employment Commencement Date: The date on which an
individual first performs an Hour of Service.
	 
	(z)	 	ERISA: The Employee Retirement Income Security Act of 1974,
as amended.




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	(aa)	 	Highly Compensated Employee: Each Employee who performs
services during the Plan Year for which the determination of who is
highly compensated is being made (the “Determination Year”) and who:






	(1)	 	Is a five-percent owner of the Employer (within
the meaning of Code Section 416(i)(1)(A)(iii)) at any time
during the Determination Year or the twelve-month period
immediately preceding the Determination Year (the “Look-Back
Year”); or
	 
	(2)	 	During the Determination Year or the Look-Back
Year received Compensation (within the meaning of Code Section
414(q)(4)), in excess of $80,000 (with such amount to be
adjusted automatically to reflect any cost-of-living
adjustments authorized by Code Section 414(q)(1)).






	 	 	For purposes of the preceding sentence, (i) all employers
aggregated with the Employer under Code Section 414(b), (c), (m),
or (o) shall be treated as a single employer and (ii) a former
Employee who had a separation year (generally, the Determination
Year such Employee separates from service) prior to the
Determination Year and who was an active Highly Compensated
Employee for either such separation year or any Determination Year
ending on or after such Employee’s fifty-fifth birthday shall be
deemed to be a Highly Compensated Employee. To the extent that the
provisions of this Paragraph are inconsistent or conflict with the
definition of a “highly compensated employee” set forth in Code
Section 414(q) and the Treasury regulations thereunder, the
relevant terms and provisions of Code Section 414(q) and the
Treasury regulations thereunder shall govern and control.
Notwithstanding the above, the Company may apply the top paid group
election permitted by Code Section 414(q).
	 
	(bb)	 	Hour of Service: Each hour for which an individual is
directly or indirectly paid, or entitled to payment, by the Employer
or a Controlled Entity for the performance of duties.
	 
	(cc)	 	IBP Participant: IBP Participant means any employee that is
participating in the Company’s Annual Incentive Bonus Plan and is
assigned an employment classification of D3 or higher, as determined
by the Company.
	 
	(dd)	 	Investment Fund: Investment funds made available from time
to time by the Committee for the investment of Plan assets as
described in Article V.
	 
	(ee)	 	Leased Employee: Each person who is not an employee of the
Employer or a Controlled Entity but who performs services for the
Employer or a Controlled Entity pursuant to an agreement (oral or
written) between the Employer or a Controlled Entity and any leasing
organization, provided that such person has performed such services
for the Employer or a Controlled Entity or for related persons
(within the meaning of Code Section 144(a)(3)) on a substantially
full-time basis for a period of at least one year and such services
are performed under primary direction or control by the Employer or
a Controlled Entity.




-6-









 






	(ff)	 	Limitation Year: The Limitation Year is equal to the Plan Year.
	 
	(gg)	 	Normal Retirement Date: The date a Participant attains the age of sixty-five.
	 
	(hh)	 	Participant: Each individual who (i) has met the eligibility
requirements for participation in the Plan pursuant to Article II or
(ii) has made a Rollover Contribution in accordance with Section
3.7, but only to the extent provided in Section 3.7.
	 
	(ii)	 	Period of Service: Each period of an individual’s Service
commencing on his Employment Commencement Date or Reemployment
Commencement Date, if applicable, and ending on a Severance from
Service Date. Notwithstanding the foregoing:






	(1)	 	A period during which an individual is absent
from Service by reason of the individual’s pregnancy, the
birth of a child of the individual, the placement of a child
with the individual in connection with the adoption of such
child by the individual, or for the purposes of caring for
such child for the period immediately following such birth or
placement shall not constitute a Period of Service between the
first and second anniversary of the first date of such absence
or during any subsequent period.
	 
	(2)	 	A Period of Service shall also include any period
required to be credited as a Period of Service by federal law,
but only under the conditions and to the extent so required by
such federal law.
	 
	(3)	 	If an individual terminates his Service (at a
time other than during a leave of absence) and subsequently
resumes his Service, if his Reemployment Commencement Date is
within twelve months of his Severance from Service Date, such
Period of Severance shall be treated as a Period of Service.
	 
	(4)	 	If an individual terminates his Service during a
leave of absence and subsequently resumes his Service, if his
Reemployment Commencement Date is within twelve months of the
beginning of such leave of absence, such Period of Severance
shall be treated as a Period of Service.
	 
	(5)	 	The Committee, in its discretion, may credit an
individual with Period(s) of Service for “pre-participation
service” (within the meaning of Treasury Regulation Section
1.401(a)(4)-11(d)(3)(ii)(A)), but only if (i) such
pre-participation service would not otherwise be credited as a
Period of Service and (ii) such crediting of Period(s) of
Service (A) has a legitimate business reason, (B) does not by
design or operation discriminate significantly in favor of
Highly Compensated Employees, and (C) is applied to all
similarly situated employees. Moreover, the Committee, in its
discretion, may credit an individual with Period(s) of Service
for “imputed service” (within the meaning of Treasury
regulation § 1.401(a)(4)-11(d)(3)(ii)(B)), but only if (i)
such imputed service would not




-7-









 






	 	 	otherwise be credited as a Period of Service, (ii) such
crediting of Period(s) of Service (A) has a legitimate
business reason, (B) does not by design or operation
discriminate significantly in favor of Highly Compensated
Employees, and (C) is applied to all similarly situated
employees, and (iii) the individual has not permanently
ceased to perform services as an employee of the Employer or
a Controlled Entity, provided that clause (iii) of this
sentence shall not apply if (A) the individual is not
performing services for the Employer or a Controlled Entity
because of a disability, (B) the individual is performing
services for another employer under an arrangement that
provides some ongoing business benefit to the Employer or a
Controlled Entity, or (C) for purposes of vesting and
accrual, the individual is performing service for another
employer which is being treated under the Plan as actual
service with the Employer or a Controlled Entity.
	 
	(6)	 	In the event that the Plan constitutes a plan of
a predecessor employer within the meaning of Code Section
414(a), service for such predecessor employer shall be treated
as a Period of Service to the extent required by Code Section
414(a).
	 
	(7)	 	An individual’s Period of Service shall include
any period of employment by such individual with Dell
Financial Services, L.P.; provided, however, that this
provision shall apply solely to an individual who becomes an
Employee immediately following the date of his or her
termination of employment with Dell Financial Services, L.P.






	(jj)	 	Period of Severance: Each period of time commencing on an
individual’s Severance from Service Date and ending on a
Reemployment Commencement Date.
	 
	(kk)	 	Plan: The Dell Inc. 401(k) Plan, as amended from time to
time.
	 
	(ll)	 	Plan Year: The twelve-consecutive month period commencing
January 1 of each year.
	 
	(mm)	 	Reemployment Commencement Date: The first date on which an
individual performs an Hour of Service following a Severance from
Service Date.
	 
	(nn)	 	Rollover Contribution Account: An individual account for an
Eligible Employee, which is credited with the Rollover Contributions
of such Employee.
	 
	(oo)	 	Rollover Contributions: Contributions made by an Eligible
Employee pursuant to Section 3.7.
	 
	(pp)	 	Salary Reduction Contribution Account: An individual account
for each Participant, which is credited with any Salary Reduction
Contributions made by the Employer on such Participant’s behalf and
any Employer Fail Safe




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	 	 	Contributions made on such Participant’s behalf pursuant to Section
3.4 to satisfy the restrictions set forth in Subsection 3.1(e).
	 
	(qq)	 	Salary Reduction Contributions: Contributions made to the
Plan by the Employer on a Participant’s behalf in accordance with
the Participant’s elections to defer Considered Compensation or
Bonus under the Plan’s qualified cash or deferred arrangement as
described in Section 3.1.
	 
	(rr)	 	Service: The period of an individual’s employment with the
Employer or a Controlled Entity (but only for periods of employment
while the entity is a Controlled Entity).
	 
	(ss)	 	Severance from Service Date: The first date on which an
individual terminates his Service following his Employment
Commencement Date or Reemployment Commencement Date, if applicable.
Notwithstanding the foregoing, the Severance from Service Date of an
individual who is absent from Service by reason of pregnancy, the
birth of a child, the placement of a child with the individual in
connection with the adoption of such child by the individual, or for
purposes of caring for such child for the period immediately
following such birth or placement shall be the second anniversary of
the first date of such absence. The Severance from Service Date of
an individual who is absent from Service due to an authorized leave
of absence and who does not recommence Service at the end of such
leave of absence shall be the first date on which the leave of
absence commenced.
	 
	(tt)	 	Trust: The trust(s) established under the Trust Agreement(s)
to hold and invest contributions made under the Plan and income
thereon, and from which Plan benefits are distributed.
	 
	(uu)	 	Trust Agreement: The agreement(s) entered into between the
Company and the Trustee establishing the Trust, as such agreement(s)
may be amended from time to time.
	 
	(vv)	 	Trust Fund: The funds and properties held pursuant to the
provisions of the Trust Agreement for the use and benefit of the
Participants, together with all income, profits, and increments
thereto.
	 
	(ww)	 	Trustee: The trustee or trustees qualified and acting under
the Trust Agreement at any time.
	 
	(xx)	 	Valuation Date: Each day that the New York Stock Exchange is
open for business.
	 
	(yy)	 	Vested Interest: The percentage of a Participant’s Accounts
that, pursuant to the Plan, is nonforfeitable.
	 
	(zz)	 	Vesting Service: The measure of service used in determining
a Participant’s Vested Interest as determined in accordance with
Section 7.4.




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	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.
	 
	1.4	 	Construction. It is intended that the Plan be qualified within the
meaning of Code Section 401(a) and that the Trust be tax exempt under Code
Section 501(a), and all provisions herein shall be construed in accordance
with such intent.
	 
	1.5	 	Profit Sharing Plan. The Plan is intended to qualify as a profit sharing
plan for purposes of Code Sections 401(a), 402, 412, and 417.
Contributions to this Plan are not dependent on profits by an Employer.





* * * * *




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II.

PARTICIPATION





	2.1	 	Participation.






	(a)	 	Each Eligible Employee shall be eligible to become a
Participant in the Plan upon the date coincident with such Eligible
Employee’s Employment Commencement Date.
	 
	(b)	 	Notwithstanding Subsection 2.1(a), an Eligible Employee who
was a Participant in the Plan on the day prior to the Effective Date
shall remain a Participant in this restatement thereof as of the
Effective Date.
	 
	(c)	 	The following groups of Employees are not eligible to
participate in the Plan:






	(1)	 	An Employee whose terms and conditions of
employment are governed by a collective bargaining agreement,
unless such agreement provides for his coverage under the
Plan;
	 
	(2)	 	A nonresident alien who receives no earned income
from an Employer that constitutes income from sources within
the United States unless otherwise specifically covered by a
participating entity pursuant to the provisions of Article XV;
	 
	(3)	 	An individual who is a Leased Employee or who
would be a Leased Employee but for the fact that he has not
performed services on a substantially full-time basis for a
period of at least one year;
	 
	(4)	 	Any employee that is not included on the payroll
records of the Company or a Controlled Entity as a common law
employee or is otherwise classified or treated by an Employer
as an independent contractor or other non-common law employee,
and it is expressly intended that such individuals are to be
excluded from Plan participation even if a court or
administrative agency determines that such individuals are
common law employees;
	 
	(5)	 	Any individual on the payroll of Spherion
Corporation;
	 
	(6)	 	Effective July 31, 2003, any individual who is
classified as a college or high school intern by the Company
(including, but not limited to, individuals with job codes
ADIN001, ADIN002, ADIN003), other than any individual who has
submitted an election to make Salary Reduction Contributions
to the Plan on or before July 31, 2003; or
	 
	(7)	 	Effective July 31, 2003, any individual who is
classified as a security guard by the Company and who also is
employed by a law enforcement agency or a security firm (other
than any individual who has submitted an election to




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	 	 	make Salary Reduction Contributions to the Plan on or before
July 31, 2003).”






	2.2	 	Automatic Enrollment. Each Eligible Employee shall automatically become
a Participant upon the date on which he first becomes eligible under the
provisions of Section 2.1.
	 
	2.3	 	Cessation of Participation.






	(a)	 	Except as provided in Subsections 2.3(b) and 2.3(c), a
Participant shall continue to be a Participant so long as (and only
so long as) he maintains a balance in any of his Accounts.
	 
	(b)	 	A Participant who ceases to be an Eligible Employee but
remains an Employee shall continue to be a Participant, but, on and
after the date he ceases to be an Eligible Employee, he shall no
longer be entitled to make deferrals hereunder or share in
allocations of Employer Contributions unless and until he shall
again become an Eligible Employee.
	 
	(c)	 	A Participant who ceases to be an Employee shall remain a
Participant as long as he has any balance is his Accounts, but he
shall not be entitled to actively participate in the Plan except as
otherwise specifically provided herein.






	2.4	 	Suspension of Participation Requirements. In the event that, after
application of Section 3.3(b), the group of Employees covered by the Plan
do not satisfy the ratio percentage test in accordance with Code Section
410(b), certain employees of Spherion Corporation who provide services to
Dell (the “Spherion Employees”) shall be permitted to participate the Plan
as described below. The participation requirements will be suspended,
beginning first with the Spherion Employee(s) with the lowest Compensation
during the Plan Year, and continuing to suspend in ascending order the
participation requirements for each Spherion Employee with a higher level
of Compensation, from the lowest to the highest Compensation level, until
the Plan satisfies Code Section 410(b)(1). If two or more Spherion
Employees have the same Compensation, the Plan will suspend the
participation requirements for all such Spherion Employees, irrespective
of whether the Plan can satisfy Code Section 410(b)(1) by accruing
benefits for fewer than all such Spherion Employees. If the Plan suspends
the participation requirements for a Spherion Employee, that Employee will
share in the allocation of Employer contributions and Participant
forfeitures, if any, in accordance with the following:






	(a)	 	In addition to the Employer Retirement Savings Contribution
provided for in Subsections 3.3(a) and (b), the Employer may make an
Employer Retirement Savings Contribution to the Employer Retirement
Savings Contribution sub-account of each Spherion Employee permitted
to Participate in the Plan pursuant to Subsection 2.4 in accordance
with Subsection 3.3(a);
	 
	(b)	 	In addition to the Employer Fail Safe Contribution provided
for in Section 3.4, the Employer may make an additional Employer
Fail Safe Contribution to the Employer Fail Safe Contribution
sub-account of each Spherion Employee




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	 	 	permitted to Participate in the Plan pursuant to Subsection 2.4 in
an amount determined by multiplying the Employee’s Compensation by
the “average deferral percentage” (as defined in Subsection 3.1(f))
of all other Participants in the Plan; and
	 
	(c)	 	In addition to the Employer Matching Contribution provided
for in Section 3.2, the Employer may make an Employer Matching
Contribution to the Employer Matching Contribution sub-account of
each Spherion Employee permitted to Participate in the Plan pursuant
to Section 2.4 of the Plan in an amount determined by multiplying
the Employee’s Compensation by the “average contribution percentage”
(as defined in Subsection 3.2(d)) of all other Participants in the
Plan.





* * * * *




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III.

CONTRIBUTIONS





	3.1	 	Salary Reduction Contributions.






	(a)	 	A Participant shall elect to defer an integral percentage
from 0% to 25% (or such lesser percentage as may be prescribed from
time to time by the Committee) of his Considered Compensation for a
Plan Year by having the Employer contribute the amount so deferred
to the Plan.
	 
	(b)	 	For the 2003 Plan Year, notwithstanding the preceding, an IBP
Participant must make a separate election to defer an integral
percentage from 0% to 25% (or such lesser percentage as may be
prescribed from time to time by the Committee) of his Bonus, if any,
by having the Employer contribute the amount so deferred to the
Plan.
	 
	(c)	 	A Participant’s election to defer an amount of his Considered
Compensation and Bonus, if any, shall be made by authorizing his
Employer, in the manner prescribed by the Committee, to reduce his
Considered Compensation (and, for the 2003 Plan Year, Bonus, if
any), in the elected amount, and the Employer, in consideration
thereof, agrees to contribute an equal amount to the Plan. A
Participant’s election made pursuant to this Subsection shall be
implemented as soon as administratively practicable after such
election is made.
	 
	 	 	A Participant’s Considered Compensation deferral election shall
remain in force and effect for all periods following its
implementation until modified in accordance with Subsection 3.1(c)
or canceled in accordance with Subsection 3.1(d) or until such
Participant ceases to be an Eligible Employee. For the 2003 Plan
Year, a Participant’s Bonus deferral election shall remain in force
and effect until the end of the Plan Year for which such election
was made unless earlier modified in accordance with Subsection
3.1(c) or canceled in accordance with Subsection 3.1(d) or until
such Participant ceases to be an Eligible Employee. The Company
shall pay to a Participant any Considered Compensation and Bonus
for a Plan Year not deferred under this Plan.
	 
	(d)	 	A Participant may change his deferral election percentage,
effective as soon as administratively feasible by communicating such
new deferral election percentage to his Employer in the manner and
within the time period prescribed by the Committee. For the 2003
Plan Year, a Participant may change his deferral election percentage
for his Bonus deferrals, effective as of the next following Bonus
payment date, by communicating such new deferral election percentage
to his Employer in the manner and within the time period prescribed
by the Committee.
	 
	(e)	 	A Participant may cancel his deferral election effective as
of the first day of any pay period by communicating such
cancellation to his Employer in the manner and within the time
period prescribed by the Committee. A Participant who so




-14-









 






	 	 	cancels his deferral election may resume deferrals, effective as of
the first day of any subsequent pay period by communicating his new
deferral election to his Employer in the manner and within the time
period prescribed by the Committee.
	 
	 	 	For the 2003 Plan Year, a Participant may cancel his Bonus deferral
election effective as of the next following Bonus payment date by
communicating such cancellation to his Employer in the manner and
within the time period prescribed by the Committee. A Participant
who so cancels his Bonus deferral election may resume deferrals
effective as of the next following Bonus payment date by
communicating his new deferral election to his Employer in the
manner and within the time period prescribed by the Committee.
	 
	(f)	 	In restriction of the Participants’ elections, the Salary
Reduction Contributions and the elective deferrals (within the
meaning of Code Section 402(g)(3)) under all other plans, contracts,
and arrangements of the Employer on behalf of any Participant for
any calendar year shall not exceed $12,000 (with such amount to be
adjusted automatically to reflect any cost-of-living adjustments
authorized by Code Section 402(g)(5)).
	 
	(g)	 	In further restriction of the Participants’ elections, it is
specifically provided that one of the “actual deferral percentage”
tests set forth in Code Section 401(k)(3) and the Treasury
regulations thereunder must be met in each Plan Year with respect to
which the Plan does not satisfy the alternative method of satisfying
the nondiscrimination requirements as set forth in Code Section
401(k)(12). Such testing shall utilize the prior year testing
method as such term is defined in Internal Revenue Service Notice
98-1. If multiple use of the alternative limitation (within the
meaning of Code Section 401(m)(9) and Treasury regulation §
1.401(m)-2(b)) occurs during a Plan Year, such multiple use shall be
corrected in accordance with the provisions of Treasury regulation §
1.401(m)-2(c); provided, however, that if such multiple use is not
eliminated by making Employer Fail Safe Contributions, then the
“actual contribution percentages” of all Highly Compensated
Employees participating in the Plan shall be reduced, and the excess
contributions distributed, in accordance with the provisions of
Subsection 3.6(c) and applicable Treasury regulations, so that there
is no such multiple use.
	 
	(h)	 	If the Committee determines that a reduction of the
Considered Compensation (or, for the 2003 Plan Year, Bonus) deferral
elections made pursuant to Subsection 3.1(a), 3.1(c), or 3.1(d) is
necessary to ensure that the restrictions set forth in Subsection
3.1(e) or 3.1(f) are met for any Plan Year, the deferral elections
made pursuant to Subsections 3.1(a), 3.1(c), and 3.1(d) of affected
Participants may be reduced by the Committee on a temporary and
prospective basis in such manner as the Committee shall determine.
	 
	(i)	 	As soon as administratively feasible following the end of
each pay period (or, with regard to Bonus deferrals, the next Bonus
payment date), but no later than the time required by applicable
law, the Employer shall contribute to the Trust, as




-15-









 






	 	 	Salary Reduction Contributions with respect to each Participant, an
amount equal to the amount of Considered Compensation (or, if
applicable, Bonus) deferred, pursuant to Subsection 3.1(a) (as
adjusted pursuant to Subsection 3.1(g)), by such Participant during
such period.






	3.2	 	Employer Matching Contributions.






	(a)	 	For each pay period, the Employer shall contribute to the
Trust, as Employer Matching Contributions, an amount that equals
100% of the Salary Reduction Contributions that were made pursuant
to Section 3.1 on behalf of each of the Participants during such pay
period and that were not in excess of 3% of each such Participant’s
Considered Compensation and Bonus, as applicable, for such pay
period.
	 
	(b)	 	In addition to the Employer Matching Contributions made
pursuant to Subsection 3.2(a), for each calendar quarter the
Employer may in its discretion contribute to the Trust an additional
Employer Matching Contribution on behalf of each Participant who is
an Eligible Employee on the last day of each Plan Year. The
additional Employer Matching Contribution made pursuant to this
Subsection shall be an amount that equals the difference, if any,
between (i) 100% of the total Salary Reduction Contributions made
pursuant to Section 3.1 on behalf of each Participant for the Plan
Year not in excess of 3% of each such Participant’s total Considered
Compensation and Bonus for the Plan Year and (ii) the total Employer
Matching Contributions made on behalf of such Participant for the
Plan Year.
	 
	(c)	 	In restriction of the Employer Matching Contributions
hereunder, it is specifically provided that one of the “actual
contribution percentage” tests or alternative methods of satisfying
such tests set forth in Code Section 401(m) and the Treasury
regulations thereunder must be met in each Plan Year. Such testing
shall utilize the prior year testing method as such term is defined
in Internal Revenue Service Notice 98-1. The Committee may elect,
in accordance with applicable Treasury regulations, to treat Salary
Reduction Contributions to the Plan as Employer Matching
Contributions for purposes of meeting this requirement.






	3.3	 	Employer Retirement Savings Contributions.






	(a)	 	For each Plan Year, the Employer in its discretion may
contribute to the Trust an Employer Retirement Savings Contribution
on behalf of each Participant who either (i) was employed by the
Employer on the last day of such Plan Year or (ii) terminated
employment with the Employer during such Plan Year on or after his
Normal Retirement Date or by reason of death or total and permanent
disability (as defined in Section 7.2) during such Plan Year. The
Employer Retirement Savings Contribution made pursuant to this
Subsection 3.3(a) shall equal a percentage (selected by and in the
discretion of the Employer) of the




-16-









 






	 	 	Compensation of each such eligible Participant for such Plan Year
or any amount as determined by the Employer in its discretion.
	 
	(b)	 	For each Plan Year, the Employer in its discretion may
contribute to the Trust an Employer Retirement Savings Contribution
on behalf of certain Participants who are not Highly Compensated
Employees for such Plan Year as described below. The Employer
Retirement Savings Contribution made pursuant to this Subsection
3.3(b) shall equal an amount as determined by the Employer in its
discretion. Any amounts contributed pursuant to this Subsection
3.3(b) shall be allocated in accordance with Subsection 4.2(c). The
Employer Retirement Savings Contribution will be made by suspending
the accrual requirements for Includable Employees who are
Participants, beginning first with the Includable Employee(s)
employed with the Employer on the last day of the Plan Year, then
the Includable Employee(s) who have the latest Separation from
Service during the Plan Year, and continuing to suspend in
descending order the accrual requirements for each Includable
Employee who incurred an earlier Separation from Service, from the
latest to the earliest separation from service date, until the Plan
satisfies the Code Section 410(b)(1) coverage test for the Plan
Year. If two or more Includable Employees have a separation from
service on the same day, the Committee will suspend the accrual
requirements for all such Includable Employees, irrespective of
whether the Plan can satisfy the Code Section 410(b)(1) coverage
test by accruing benefits for fewer than all such Includable
Employees. If the Plan suspends the accrual requirements for an
Includable Employee, that Employee will share in the allocation of
Employer contributions and Participant forfeitures, if any, without
regard to the Service he has earned for the Plan Year and without
regard to whether he is employed by the Employer on the last day of
the Plan Year. This suspension of accrual requirements applies
separately to the Code Section 401(m) portion of the Plan, and the
Committee will treat an Employee as benefiting under that portion of
the Plan if the Employee is an Eligible Employee for purposes of the
Code Section 401(m) nondiscrimination test. “Includable Employees”
are all Employees that are not Highly Compensated Employees other
than: (a) those Employees excluded from participating in the Plan
for the entire Plan Year by reason of the collective bargaining unit
exclusion or the nonresident alien exclusion or by reason of the
participation requirements Article II and (b) any Employee who
incurs a separation from service during the Plan Year.






	3.4	 	Employer Fail Safe Contributions.






	(a)	 	In addition to the Employer Matching Contributions made
pursuant to Section 3.2 and the Employer Retirement Savings
Contribution made pursuant to Section 3.3, for each Plan Year the
Employer in its discretion may contribute to the Trust as a “fail
safe contribution” for such Plan Year the amounts necessary to cause
the Plan to satisfy the restrictions set forth in Subsection 3.1(e)
(with respect to certain restrictions on Salary Reduction
Contributions) and Subsection 3.2(c) (with respect to certain
restrictions on Employer Matching Contributions). Amounts
contributed in order to satisfy the restrictions set forth in




-17-









 






	 	 	Subsection 3.1(f) shall be considered “qualified matching
contributions” (within the meaning of Treasury regulation §
1.401(k)-1(g)(13)) for purposes of such Subsection, and amounts
contributed in order to satisfy the restrictions set forth in
Subsection 3.2(c) shall be considered Employer Matching
Contributions for purposes of the Plan. Any amounts contributed
pursuant to this Section shall be allocated in accordance with
Subsections 4.2(e) and 4.2(f).






	3.5	 	Return of Contributions. Anything to the contrary herein
notwithstanding, the Employer’s contributions to the Plan are contingent
upon the deductibility of such contributions under Code Section 404. To
the extent that a deduction for contributions is disallowed, such
contributions shall, upon the written demand of the Employer, be returned
to the Employer by the Trustee within one year after the date of
disallowance, reduced by any net losses of the Trust Fund attributable
thereto but not increased by any net earnings of the Trust Fund
attributable thereto, which net earnings shall be treated as a forfeiture.
Moreover, if Employer contributions are made under a mistake of fact,
such contributions shall, upon the written demand of the Employer, be
returned to the Employer by the Trustee within one year after the payment
thereof, reduced by any net losses of the Trust Fund attributable thereto
but not increased by any net earnings of the Trust Fund attributable
thereto, which net earnings shall be treated as a forfeiture.






	3.6	 	Disposition of Excess Deferrals and Excess Contributions.






	(a)	 	Anything to the contrary herein notwithstanding, any (i)
Salary Reduction Contributions to the Plan for a calendar year on
behalf of a Participant in excess of the limitations set forth in
Subsection 3.1(e) and (ii) “excess deferrals” from other plans that
are allocated to the Plan by such Participant no later than March 1
of the next following calendar year within the meaning of, and
pursuant to the provisions of, Code Section 402(g)(2) shall be
distributed to such Participant not later than April 15 of the next
following calendar year.
	 
	(b)	 	Anything to the contrary herein notwithstanding, if for any
Plan Year the aggregate Salary Reduction Contributions made by the
Employer on behalf of Highly Compensated Employees exceeds the
maximum amount of Salary Reduction Contributions permitted on behalf
of such Highly Compensated Employees pursuant to Subsection 3.1(f),
such excess (determined by reducing Salary Reduction Contributions
on behalf of Highly Compensated Employees in order of the highest
dollar amounts contributed on behalf of such Highly Compensated
Employees in accordance with Code Section 401(k)(8)(C) and the
Treasury regulations thereunder) shall be distributed to the Highly
Compensated Employees on whose behalf such excess was contributed
before the end of the next following Plan Year.
	 
	(c)	 	Anything to the contrary herein notwithstanding, if, for any
Plan Year, the aggregate Employer Matching Contributions allocated
to the Accounts of Highly Compensated Employees exceeds the maximum
amount of such Employer Matching Contributions permitted on behalf
of such Highly Compensated Employees pursuant to Subsection 3.2(c),
such excess (determined by reducing




-18-









 






	 	 	Employer Matching Contributions made on behalf of Highly
Compensated Employees in order of the highest dollar amounts
contributed on behalf of such Highly Compensated Employees in
accordance with Code Section 401(m)(6)(C) and Treasury regulations
thereunder) shall be distributed to the Highly Compensated
Employees on whose behalf such excess contributions were made (or,
if such excess contributions are forfeitable, they shall be
forfeited) before the end of the next following Plan Year.
	 
	(d)	 	In coordinating the disposition of excess deferrals and
excess contributions pursuant to this Section, such excess deferrals
and excess contributions shall be disposed of in the following
order:






	(1)	 	First, Salary Reduction Contributions that
constitute excess deferrals described in Subsection 3.6(a)
that are not considered in determining the amount of Employer
Matching Contributions pursuant to Section 3.2 shall be
distributed;
	 
	(2)	 	Next, excess Salary Reduction Contributions that
constitute excess deferrals described in Subsection 3.6(a)
that are considered in determining the amount of Employer
Matching Contributions pursuant to Section 3.2 shall be
distributed, and the Employer Matching Contributions with
respect to such excess Salary Reduction Contributions shall be
forfeited;
	 
	(3)	 	Next, excess Salary Reduction Contributions
described in Subsection 3.6(b) that are not considered in
determining the amount of Employer Matching Contributions
pursuant to Section 3.2 shall be distributed;
	 
	(4)	 	Next, excess Salary Reduction Contributions
described in Subsection 3.6(b) that are considered in
determining the amount of Employer Matching Contributions
pursuant to Section 3.2 shall be distributed, and the Employer
Matching Contributions with respect to such excess Salary
Reduction Contributions shall be forfeited; and
	 
	(5)	 	Finally, excess Employer Matching Contributions
described in Subsection 3.6(c) shall be distributed (or, if
forfeitable, forfeited).






	(e)	 	Any distribution or forfeiture of excess deferrals or excess
contributions pursuant to the provisions of this Section shall be
adjusted for income or loss allocated thereto in the manner
determined by the Committee in accordance with any method
permissible under applicable Treasury regulations. Any forfeiture
pursuant to the provisions of this Section shall be considered to
have occurred on the date that is 21/2 months after the end of the
Plan Year.






	3.7	 	Rollover Contributions.






	(a)	 	Qualified Rollover Contributions may be made to the Plan by
any Eligible Employee of amounts received by such Eligible Employee
from certain individual




-19-









 






	 	 	retirement accounts or annuities or from an employees’ trust
described in Code Section 401(a), which is exempt from tax under
Code Section 501(a), but only if any such Rollover Contribution is
an “eligible rollover distribution” within the meaning of Code
Section 402(f)(2)(A) and is made pursuant to and in accordance with
applicable provisions of the Code and Treasury regulations
promulgated thereunder. A Rollover Contribution of such eligible
rollover distribution may be made to the Plan irrespective of
whether such eligible rollover distribution was paid to the
Eligible Employee or paid to the Plan as a “direct” Rollover
Contribution. A direct Rollover Contribution to the Plan may be
effectuated only by wire transfer directed to the Trustee or by
issuance of a check made payable to the Trustee that is negotiable
only by the Trustee and that identifies the Eligible Employee for
whose benefit the Rollover Contribution is being made. Any
Eligible Employee desiring to effect a Rollover Contribution to the
Plan must execute and file with the Committee the form prescribed
by the Committee for such purpose. The Committee may require as a
condition to accepting any Rollover Contribution that such Eligible
Employee furnish any evidence that the Committee in its discretion
deems satisfactory to establish that the proposed Rollover
Contribution is in fact eligible for rollover to the Plan and is
made pursuant to and in accordance with applicable provisions of
the Code and Treasury regulations. All Rollover Contributions to
the Plan must be made in cash.
	 
	(b)	 	An Eligible Employee who has made a Rollover Contribution in
accordance with this Section, but who has not otherwise become a
Participant in the Plan in accordance with Article II, shall become
a Participant coincident with such Rollover Contribution; provided,
however, that such Participant shall not have a right to make
deferrals or have Employer Contributions made on his behalf until he
has otherwise satisfied the requirements imposed by Article II.





* * * * *




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IV.

ALLOCATIONS AND LIMITATIONS





	4.1	 	Suspended Amounts. All contributions, forfeitures, and the net income or
net loss of the Trust Fund shall be held in suspense until allocated or
applied as provided herein.
	 
	4.2	 	Allocation of Contributions to Accounts.






	(a)	 	Salary Reduction Contributions made by the Employer on a
Participant’s behalf pursuant to Section 3.1 shall be allocated to
such Participant’s Salary Reduction Contribution Account.
	 
	(b)	 	The Employer Matching Contributions made pursuant to
Subsections 3.2(a) and 3.2(b) shall be allocated to the Employer
Contribution Accounts of the Participants for whom such
contributions were made.
	 
	(c)	 	The Employer Retirement Savings Contribution, if any, made
pursuant to Section 3.3 for a Plan Year shall be allocated to the
Employer Contribution Accounts of the Participants eligible to
receive an allocation of such contribution. The allocation to each
such eligible Participant’s Employer Contribution Account shall be
(i) in the case of the Employer Retirement Savings Contribution made
pursuant to Subsection 3.3(a), the portion of such Employer
Retirement Savings Contribution that is in the same proportion that
such Participant’s Compensation for such Plan Year bears to the
total of all such eligible Participants’ Compensation for such Plan
Year and (ii) in the case of the Employer Retirement Savings
Contribution made pursuant to Subsection 3.3(b), the amount of such
Employer Retirement Savings Contribution made on behalf of such
Participant in accordance with Subsection 3.3(b).
	 
	(d)	 	The Employer Fail Safe Contribution, if any, made pursuant to
Section 3.4 for a Plan Year in order to satisfy the restrictions set
forth in Subsection 3.1(f) shall be allocated to the Salary
Reduction Contribution Accounts of Participants who (i) received an
allocation of Salary Reduction Contributions for such Plan Year and
(ii) were not Highly Compensated Employees for such Plan Year (with
each such Participant individually hereinafter referred to as an
“Eligible Participant” for purposes of this Subsection). Such
allocation shall be made, first, to the Salary Reduction
Contribution Account of the Eligible Participant who received the
least amount of Compensation for such Plan Year until the limitation
set forth in Section 4.6 has been reached as to such Eligible
Participant, then to the Salary Reduction Contribution Account of
the Eligible Participant who received the next smallest amount of
Compensation for such Plan Year until the limitation set forth in
Section 4.6 has been reached as to such Eligible Participant, and
continuing in such manner until the Employer Fail Safe Contribution
for such Plan Year has been completely allocated or the limitation
set forth in Section 4.6 has been reached as to all Eligible
Participants. Any remaining Employer Fail Safe




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	 	 	Contribution for such Plan Year shall be allocated among the Salary
Reduction Contribution Accounts of all Participants who were
Eligible Employees during such Plan Year, with the allocation to
each such Participant’s Salary Reduction Contribution Account being
the portion of such remaining Employer Fail Safe Contribution which
is in the same proportion that such Participant’s Compensation for
such Plan Year bears to the total of all such Participants’
Compensation for such Plan Year.
	 
	(e)	 	The Employer Fail Safe Contribution, if any, made pursuant to
Section 3.4 for a Plan Year in order to satisfy the restrictions set
forth in Subsection 3.2(c) shall be allocated to the Employer
Contribution Accounts of Participants who (i) received an allocation
of Employer Matching Contributions for such Plan Year and (ii) were
not Highly Compensated Employees for such Plan Year (with each such
Participant individually hereinafter referred to as an “Eligible
Participant” for purposes of this Subsection). Such allocation
shall be made, first, to the Employer Contribution Account of the
Eligible Participant who received the least amount of Compensation
for such Plan Year until the limitation set forth in Section 4.6 has
been reached as to such Eligible Participant, then to the Employer
Contribution Account of the Eligible Participant who received the
next smallest amount of Compensation for such Plan Year until the
limitation set forth in Section 4.6 has been reached as to such
Eligible Participant, and continuing in such manner until the
Employer Fail Safe Contribution for such Plan Year has been
completely allocated or the limitation set forth in Section 4.6 has
been reached as to all Eligible Participants. Any remaining
Employer Fail Safe Contribution for such Plan Year shall be
allocated among the Employer Contribution Accounts of all
Participants who were Eligible Employees during such Plan Year, with
the allocation to each such Participant’s Employer Contribution
Account being the portion of such remaining Employer Fail Safe
Contribution which is in the same proportion that such Participant’s
Compensation for such Plan Year bears to the total of all such
Participants’ Compensation for such Plan Year.
	 
	(f)	 	If an Employer Fail Safe Contribution is made in order to
satisfy the restrictions set forth in both Subsection 3.1(f) and
Subsection 3.2(c) for the same Plan Year, the Employer Fail Safe
Contribution made in order to satisfy the restrictions set forth in
Subsection 3.1(f) shall be allocated (pursuant to Subsection 4.2(f))
prior to allocating the Employer Fail Safe Contribution made in
order to satisfy the restrictions set forth in Subsection 3.2(c)
(pursuant to Subsection 4.2(f)). In determining the application of
the limitations set forth in Section 4.6 to the allocations of
Employer Fail Safe Contributions, all Annual Additions (as such term
is defined in Section 4.6) to a Participant’s Accounts other than
Employer Fail Safe Contributions shall be considered allocated prior
to Employer Fail Safe Contributions.






	4.3	 	Time of Allocation of Contributions. All contributions to the Plan shall
be considered allocated to Participants’ Accounts when received by the
Trustee, but no later than the last day of the Plan Year for which they
were made, as determined pursuant to Article III,




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	 	 	except that, for purposes of valuation of the Participants’ Accounts
under Section 4.5, contributions shall be considered allocated to
Participants’ Accounts only when received by the Trustee notwithstanding
that this may be later than the last day of the Plan Year for which such
contributions were made.
	 
	4.4	 	Application of Forfeitures. Any amounts that are forfeited under any
provision hereof during a Plan Year shall be applied in the manner
determined by the Committee to reduce Employer Contributions or to pay
expenses incident to the administration of the Plan and Trust. Prior to
such application, forfeited amounts shall be invested in the Investment
Fund(s) designated from time to time by the Committee.
	 
	4.5	 	Valuation of Accounts. All amounts contributed to the Trust Fund shall
be invested as soon as administratively feasible following their receipt
by the Trustee, and the balance of each Account shall reflect the result
of daily pricing of the assets in which such Account is invested from the
time of receipt by the Trustee until the time of distribution. Such daily
pricing shall include the valuation of assets of the Investment Funds in
which each such Account is invested, the earnings and losses attributable
to such Investment Fund allocable to each such Account, and the payment of
any expenses or fees charged against each such Account. In the case of
any contributions temporarily held in suspense pursuant to Section 4.1,
any earnings (or losses) attributable to such contributions during such
period of suspension shall be allocated to the Accounts of Participants
receiving an allocation of such contributions under any reasonable
allocation method determined by the Committee.
	 
	4.6	 	Code Section 415 Limitations and Corrections.






	(a)	 	Contrary Plan provisions notwithstanding, in no event shall
the Annual Additions credited to a Participant’s Accounts for any
Limitation Year exceed the Maximum Annual Additions for such
Participant for such year. For purposes of determining whether the
Annual Additions under this Plan exceed the limitations herein
provided, all defined contribution plans of the Employer are to be
treated as one defined contribution plan. In addition, all defined
contribution plans of Controlled Entities (as defined in Subsection
4.6(c)) shall be aggregated for this purpose.
	 
	(b)	 	If as a result of a reasonable error in estimating a
Participant’s compensation, a reasonable error in determining the
amount of elective deferrals (within the meaning of Code Section
402(g)(3)) that may be made with respect to any individual under the
limits of Code Section 415, or because of other limited facts and
circumstances, the Annual Additions that would be credited to a
Participant’s Accounts for a Limitation Year would nonetheless
exceed the Maximum Annual Additions for such Participant for such
year, the excess Annual Additions that, but for this Section, would
have been allocated to such Participant’s Accounts shall be disposed
of as follows:






	(1)	 	First, any such excess Annual Additions in the
form of Salary Reduction Contributions on behalf of such
Participant that would not have been




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	 	 	considered in determining the amount of Employer Matching
Contributions pursuant to Section 3.2 shall be distributed to
such Participant, adjusted for income or loss allocated
thereto;
	 
	(2)	 	Next, any such excess Annual Additions in the
form of Salary Reduction Contributions on behalf of such
Participant that would have been considered in determining the
amount of Employer Matching Contributions pursuant to Section
3.2 shall be distributed to such Participant, adjusted for
income or loss allocated thereto, and the Employer Matching
Contributions that would have been allocated to such
Participant’s Accounts based upon such distributed Salary
Reduction Contributions shall, to the extent such amounts
would have otherwise been allocated to such Participant’s
Accounts, be treated as a forfeiture;
	 
	(3)	 	Finally, any such excess Annual Additions in the
form of Employer Retirement Savings Contributions shall, to
the extent such amounts would otherwise have been allocated to
such Participant’s Accounts, be treated as a forfeiture.
	 
	 	 	If the Annual Additions credited to a Participant’s Accounts
for any Limitation Year under this Plan plus the additions
credited on his behalf under other defined contribution plans
required to be aggregated pursuant to this Subsection would
exceed the Maximum Annual Additions for such Participant for
such Limitation Year, the Annual Additions under this Plan
and the additions under such other plans shall be reduced on
a pro rata basis and allocated, reallocated, or returned in
accordance with applicable plan provisions regarding Annual
Additions in excess of Maximum Annual Additions.






	(c)	 	For purposes of this Section, the following terms and phrases
when capitalized shall have these respective meanings:






	(1)	 	Annual Additions: With respect to a Participant
for any Limitation Year, the total of (i) the Employer
Contributions, Salary Reduction Contributions, and
forfeitures, if any, allocated to such Participant’s Accounts
for such year, (ii) Participant’s contributions, if any,
(excluding any Rollover Contributions) for such year, and
(iii) amounts referred to in Code Sections 415(l)(1) and
419A(d)(2).
	 
	(2)	 	Controlled Entity: For purposes of this Section
only, a “Controlled Entity” as defined in Subsection 1.1(j),
but excluding an affiliated service group member within the
meaning of Code Section 414(m) and determined by application
of a more than a 50% control standard in lieu of an 80%
control standard.
	 
	(3)	 	Maximum Annual Additions: With respect to a
Participant for any Limitation Year, the lesser of (i) $40,000
(with such amount to be adjusted




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	 	 	automatically to reflect any cost-of-living adjustment
authorized by Code Section 415(d)) or (ii) 100% of such
Participant’s Compensation during such Limitation Year.






	(d)	 	If the Committee determines that a reduction of the
Considered Compensation and Bonus deferral elections, if any, made
pursuant to Section 3.1 is necessary to ensure that the limitations
set forth in this Section are met for any Limitation Year, the
Considered Compensation or Bonus deferral elections of affected
Participants made pursuant to Section 3.1 may be reduced by the
Committee on a temporary and prospective basis in such manner as the
Committee shall determine.





* * * * *




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V.

INVESTMENT OF ACCOUNTS





	5.1	 	Investment of Accounts by Participants. Each Participant shall
designate, in accordance with the following Subsections and the procedures
established from time to time by the Committee, the manner in which the
amounts allocated to each of his Accounts shall be invested among the
Investment Funds made available from time to time by the Committee for
this purpose.






	(a)	 	A Participant may designate one of such Investment Funds for
all amounts allocated to his Accounts, or he may split the
investment of such amounts among such Investment Funds in such
increments as the Committee may prescribe. If a Participant fails
to make a designation with respect to all or any of such amounts,
then such non-designated amounts shall be invested in the Investment
Fund or Investment Funds designated by the Committee from time to
time in a uniform and nondiscriminatory manner.
	 
	(b)	 	A Participant may (i) change his investment designation for
future contributions to be allocated to his Accounts or (ii) convert
his investment designation with respect to amounts already allocated
to his Accounts. Any such change shall be made in accordance with
the procedures established by the Committee, and the Committee may
limit the frequency of such changes.






	5.2	 	Restriction on Acquisition of Company Stock. Notwithstanding any other
provision hereof, it is specifically provided that the Trustee shall not
purchase Company Stock or other Company securities during any period in
which such purchase is, in the opinion of counsel for the Company or the
Committee, restricted by any law or regulation applicable thereto. During
such period, amounts that would otherwise be invested in Company Stock or
other Company securities pursuant to an investment designation shall be
invested in such other assets as the Trustee may in its discretion
determine, or the Trustee may hold such amounts uninvested for a
reasonable period pending the purchase of such stock or securities.
	 
	5.3	 	Pass-Through Voting of Company Stock. To the extent permitted by section
404(a) of ERISA, at each annual meeting and special meeting of the
shareholders of the Company, a Participant may direct the voting of the
number of whole shares of Company Stock attributable to his Accounts as of
the Valuation Date coinciding with or, if none, next preceding the record
date for such meeting. The Committee shall forward or cause to be
forwarded to each such Participant copies of pertinent proxy solicitation
materials provided by the Company together with a request for such
Participant’s confidential instructions as to the manner in which such
            shares are to be voted. The Committee shall direct the Trustee to vote
such shares in accordance with such instructions and, to the extent
permitted by section 404(a) of ERISA, shall also direct the Trustee as to
the manner in which to vote any shares of Company Stock at any such
meeting for which the Committee has not received, or is not subject to
receiving, such voting instructions.




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	5.4	 	Stock Rights, Stock Splits, and Stock Dividends. No Participant shall
have any right to request, direct, or demand that the Committee or the
Trustee exercise on his behalf rights or privileges to acquire, convert,
or exchange Company Stock or other securities. The Trustee shall exercise
or sell any such rights or privileges as directed by the Committee.
Company Stock received by the Trustee by reason of a stock split, stock
dividend, or recapitalization shall be appropriately allocated to the
Accounts of each affected Participant.
	 
	5.5	 	Participant Rights. For purposes of Article V only, the beneficiary of a
deceased Participant and any alternate payee under a qualified domestic
relations order (as defined in Section 17.2) shall have the rights of a
Participant.





* * * * *






-27-









 








VI.

IN-SERVICE WITHDRAWALS





	6.1	 	Age 591/2 Withdrawals. A Participant who has attained age fifty-nine
and one-half may withdraw from his Accounts an amount not exceeding the
then value of his Vested Interest in such Accounts. Such withdrawal shall
come, first, from such Participant’s Rollover Contribution Account,
second, from his Vested Interest in his Employer Contribution Account,
and, finally, from his Salary Reduction Contribution Account.






	6.2	 	Financial Hardship Withdrawals.






	(a)	 	A Participant who has a “financial hardship,” as determined
by the Committee, and who has made all available withdrawals
pursuant to Section 6.1 and pursuant to the provisions of any other
plans of the Employer and any Controlled Entities of which he is a
member and who has obtained all available loans pursuant to Article
IX and pursuant to the provisions of any other plans of the Employer
and any Controlled Entities of which he is a member may withdraw
from his Employer Contribution Account, his Rollover Contribution
Account, and his Salary Reduction Contribution Account amounts not
to exceed the lesser of (i) such Participant’s Vested Interest in
such Accounts or (ii) the amount determined by the Committee as
being available for withdrawal pursuant to this Subsection. Such
withdrawal shall come, first, from the Participant’s Rollover
Contribution Account, second, from his Vested Interest in his
Employer Contribution Account, and, finally, from his Salary
Reduction Contribution Account.
	 
	(b)	 	For purposes of this Section, “financial hardship” shall mean
the immediate and heavy financial needs of the Participant. A
withdrawal based upon financial hardship pursuant to this Section
shall not exceed the amount that is both required to meet the
immediate financial needs created by the hardship and not reasonably
available from other resources of the Participant. The amount
required to meet the Participant’s immediate financial needs may
include any amounts necessary to pay any federal, state, or local
income taxes or penalties reasonably anticipated to result from the
distribution. The determination of the existence of a Participant’s
financial hardship and the amount required to be distributed to meet
the needs created by the hardship shall be made by the Committee.
The decision of the Committee shall be final and binding, provided
that all Participants similarly situated shall be treated in a
uniform and nondiscriminatory manner. A withdrawal shall be deemed
to be made on account of the immediate and heavy financial needs of
a Participant if the withdrawal is for:






	(1)	 	Expenses for medical care described in Code
Section 213(d) previously incurred by the Participant, the
Participant’s spouse, or any dependents of the Participant (as
defined in Code Section 152) or necessary for those persons to
obtain medical care described in Code Section 213(d) and not
reimbursed or reimbursable by insurance;




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	(2)	 	Costs directly related to the purchase of a
principal residence of the Participant (excluding mortgage
payments);
	 
	(3)	 	Payment of tuition and related educational fees,
and room and board expenses, for the next twelve months of
post-secondary education for the Participant or the
Participant’s spouse, children, or dependents (as defined in
Code Section 152);
	 
	(4)	 	Payments necessary to prevent the eviction of the
Participant from his principal residence or the foreclosure on
the mortgage of the Participant’s principal residence; or
	 
	(5)	 	Such other financial needs that the Commissioner
of Internal Revenue may deem to be immediate and heavy
financial needs through the publication of revenue rulings,
notices, and other documents of general applicability.






	(c)	 	The above Subsections of this Section notwithstanding, in
addition to the restrictions on all in-service withdrawals set forth
in Section 6.3, the following restrictions on financial hardship
withdrawals under this Section shall apply:






	(1)	 	Withdrawals under this Section from a
Participant’s Salary Reduction Contribution Account shall be
limited to the sum of the Participant’s Salary Reduction
Contributions to the Plan, plus income allocable thereto and
credited to the Participant’s Salary Reduction Account as of
December 31, 1988, less any previous withdrawals of such
amounts;
	 
	(2)	 	Employer Contributions used to satisfy the
restrictions set forth in Subsection 3.1(f), and income
allocable thereto, shall not be subject to withdrawal under
this Section; and
	 
	(3)	 	A Participant who makes a withdrawal from his
Salary Reduction Contribution Account under this Section may
not make elective contributions or employee contributions to
the Plan or any other qualified or nonqualified plan of the
Employer or any Controlled Entity for a period of six months
following the date of such withdrawal.






	6.3	 	Restrictions on In-Service Withdrawals.






	(a)	 	All withdrawals pursuant to this Article shall be made only
in the manner and within the time prior to the proposed date of
withdrawal prescribed by the Committee.
	 
	(b)	 	No withdrawal shall be made from an Account to the extent
such Account has been pledged to secure a loan from the Plan.




-29-









 






	(c)	 	If a Participant’s Account from which a withdrawal is made is
invested in more than one Investment Fund, the withdrawal shall be
made pro rata from each Investment Fund in which such Account is
invested.
	 
	(d)	 	All withdrawals under this Article shall be paid in cash.
	 
	(e)	 	Any withdrawal hereunder that constitutes an Eligible
Rollover Distribution shall be subject to the Direct Rollover
election described in Article VII.
	 
	(f)	 	This Article shall not be applicable to a Participant
following termination of employment with the Employer, and the
amounts in such Participant’s Accounts shall be distributable only
in accordance with the provisions of Article VII.





* * * * *





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VII.

DISTRIBUTIONS AFTER SEPARATION FROM SERVICE





	7.1	 	Retirement Benefits. A Participant who terminates his employment with
the Employer and all Controlled Entities on or after his Normal Retirement
Date shall be entitled to a “retirement benefit,” payable at the time and
in the form provided in Article VIII. A Participant’s retirement benefit
shall be equal to the value of his Accounts on his Benefit Commencement
Date.






	7.2	 	Disability Benefits. In the event a Participant becomes totally and
permanently disabled, as determined pursuant to this subsection, such
Participant shall be entitled to a “disability benefit,” payable at the
time and in the form provided in Article VIII. A Participant’s disability
benefit shall be equal to the value of his Accounts on his Benefit
Commencement Date. A Participant shall be considered totally and
permanently disabled if the Committee determines, based on a written
medical opinion (unless waived by the Committee as unnecessary), that such
Participant is permanently incapable of performing his job for physical or
mental reasons and has incurred a “disability” within the meaning of Code
Section 401(k)(2)(B)(i)(I).






	7.3	 	Death Benefits. Upon the death of a Participant while an Employee or an
employee of a Controlled Entity, the Participant’s designated beneficiary
shall be entitled to a “death benefit,” payable at the time and in the
form provided in Article VIII. A Participant’s death benefit shall be
equal to the value of his Accounts on his Benefit Commencement Date.






	(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. Any such
designation may be changed at any time by such Participant by
execution and filing of a new designation in accordance with this
Section. Notwithstanding the foregoing, 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 effective unless (i) such surviving spouse
has consented thereto in writing and such consent (A) acknowledges
the effect of such specific designation, (B) 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 (C) is witnessed
by a Plan representative (other than the Participant) or a notary
public or (ii) the consent of such spouse cannot be obtained because
such spouse cannot be located or because of other circumstances
described by applicable Treasury Regulations. Any such consent by
such surviving spouse shall be irrevocable.
	 
	(b)	 	If no beneficiary designation is on file with the Committee
at the time of the death of the Participant or if such designation
is not effective for any reason as




-31-









 






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






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






	(c)	 	Notwithstanding the preceding provisions of this Section and
to the extent not prohibited by state or federal law, if a
Participant is divorced from his spouse and at the time of his death
is not remarried to the person from whom he was divorced, any
designation of such divorced spouse as his beneficiary under the
Plan filed prior to the divorce shall be null and void unless the
contrary is expressly stated in writing filed with the Committee by
the Participant. The interest of such divorced spouse failing
hereunder shall vest in the persons specified in Subsection 7.3(b)
as if such divorced spouse did not survive the Participant.






	7.4	 	Separation From Service Prior to Retirement. Each Participant whose
employment with the Employer and all Controlled Entities is terminated
prior to his Normal Retirement Date for any reason other than total and
permanent disability or death shall be entitled to a “termination
benefit,” payable at the time and in the form provided in Article VIII. A
Participant’s termination benefit shall be equal to his Vested Interest in
the value of his Accounts on his Benefit Commencement Date.






	(a)	 	Determination of Vested Interest.






	(1)	 	A Participant shall have a 100% Vested Interest
in his Salary Reduction Contribution Account and his Rollover
Contribution Account at all times.
	 
	(2)	 	A Participant’s Vested Interest in his Employer
Contribution Account shall be determined by such Participant’s
years of Vesting Service in accordance with the following
schedule:





	 	 	 	 	 	 	 
	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	%








	(3)	 	Notwithstanding Subsection 7.4(a)(2), with
respect to any Participant who was a Participant in the Plan
on the day prior to the Effective Date, in no event shall such
Participant’s Vested Interest in his Employer Contribution




-32-









 












	 	 	Account after the Effective Date be less than such Vested
Interest would have been had the Plan provisions prior to
such date been in effect.
	 
	(4)	 	Notwithstanding Subsection 7.4(a)(2), a
Participant shall have a 100% Vested Interest in his Employer
Contribution Account upon the earliest to occur of (i) the
attainment of his Normal Retirement Date while employed by the
Employer or a Controlled Entity, (ii) the date such
Participant is determined by the Committee to be “totally and
permanently disabled” (as later defined in this Subsection),
(iii) the death of such Participant while an Employee or an
employee of a Controlled Entity, or (iv) if such Participant
is an affected Participant, the occurrence of an event
described in, and under the conditions set forth in, Article
XIV. For purposes of Clause (ii) of the preceding sentence,
“totally and permanently disabled” shall mean either “totally
and permanently disabled” as defined in Section 7.2 or a
determination by the Committee that, because of physical or
mental reasons, the Participant is permanently incapable of
performing any duties for the Employer or a Controlled Entity.






	(b)	 	Crediting of Vesting Service.






	(1)	 	For the period preceding the Effective Date,
subject to the provisions of Section 7.4(c), an individual
shall be credited with Vesting Service in an amount equal to
all service credited to him for vesting purposes under the
Plan as it existed on the day prior to the Effective Date.
	 
	(2)	 	On and after the Effective Date, subject to the
remaining Subsections of this Section and to the provisions of
Section 7.4(c), an individual shall be credited with Vesting
Service in an amount equal to his aggregate Periods of Service
whether or not such Periods of Service are completed
consecutively. The completion of 365 days of Periods of
Service shall constitute one year of Vesting Service.






	(c)	 	Forfeiture of Vesting Service.






	(1)	 	In the case of an individual who terminates
employment with the Employer and all Controlled Entities at a
time when he has a 0% Vested Interest in his Employer
Contribution Account and who then incurs a Period of Severance
that equals or exceeds the greater of five years or his
aggregate Periods of Service completed before such Period of
Severance, such individual’s Periods of Service completed
before such Period of Severance shall be forfeited and
completely disregarded in determining his years of Vesting
Service.
	 
	(2)	 	In the case of a Participant who terminates
employment with the Employer and all Controlled Entities at a
time when he has a Vested Interest in his Employer
Contribution Account of more than 0% but less than 100% and
then incurs a Period of Severance of five consecutive years,
such




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	 	 	Participant’s Periods of Service completed after such Period
of Severance shall be disregarded for purposes of determining
such Participant’s Vested Interest in any Plan benefits
derived from Employer Contributions made on his behalf before
such Period of Severance, but such Participant’s Periods of
Service completed before such Period of Severance shall not
be disregarded in determining his Vested Interest in any Plan
benefits derived from Employer Contributions made on his
behalf after such Period of Severance.
	 
	(3)	 	A Participant who terminates employment with the
Employer and all Controlled Entities at a time when he has a
100% Vested Interest in his Employer Contribution Account
shall not forfeit any of his Vesting Service for purposes of
determining such Participant’s Vested Interest in any Plan
benefits derived from Employer Contributions made on his
behalf.






	(d)	 	Forfeitures of Nonvested Account Balance.






	(1)	 	With respect to a Participant who terminates
employment with the Employer and all Controlled Entities with
a Vested Interest in his Employer Contribution Account that is
less than 100% and receives a distribution from the Plan of
the balance of his Vested Interest in his Accounts in the form
of a lump sum distribution by the close of the second Plan
Year following the Plan Year in which his employment is
terminated, the nonvested portion of such terminated
Participant’s Employer Contribution Account as of the
Valuation Date next preceding his Benefit Commencement Date
shall become a forfeiture as of his Benefit Commencement Date
(or as of his date of termination of employment with the
Employer and all Controlled Entities if no amount is payable
from the Trust Fund on behalf of such Participant with such
Participant being considered to have received a distribution
of zero dollars on his date of termination of employment).
	 
	(2)	 	With respect to a Participant who terminates
employment with the Employer and all Controlled Entities with
a Vested Interest in his Employer Contribution Account less
than 100% and who is not otherwise subject to the forfeiture
provisions of Subsection 7.4(d)(1), the nonvested portion of
his Employer Contribution Account shall be forfeited as of the
earlier of (i) the date the Participant completes a Period of
Severance of five consecutive years or (ii) the date of the
terminated Participant’s death.






	(e)	 	Restoration of Forfeited Account Balance. In the event that
the nonvested portion of a terminated Participant’s Employer
Contribution Account becomes a forfeiture, the terminated
Participant shall, upon subsequent reemployment with the Employer or
a Controlled Entity prior to incurring a Period of Severance of five
consecutive years, have the forfeited amount restored to such
Participant’s Employer Contribution Account, unadjusted by any
subsequent gains or losses of




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	 	 	the Trust Fund; provided, however, that such restoration shall be
made only if, within five (5) years after the date the Participant
is reemployed, such Participant repays in cash all amounts
previously distributed to him from his or her (i) Salary Reduction
Contribution Account (not including earnings on the Participant’s
Salary Reduction Contributions), and (ii) Employer Contribution
Account. A reemployed Participant who was not entitled to a
distribution from the Plan on his date of termination of employment
shall be considered to have repaid a distribution of zero dollars
on the date of his reemployment. Any such restoration shall be
made as of the Valuation Date coincident with or next succeeding
the date of repayment. Notwithstanding anything to the contrary in
the Plan, forfeited amounts to be restored by the Employer pursuant
to this Section shall be charged against and deducted from
forfeitures for the Plan Year in which such amounts are restored.
If such forfeitures otherwise available are not sufficient to
provide such restoration, the portion of such restoration not
provided by forfeitures shall be charged against and deducted from
Employer Retirement Savings Contributions otherwise available for
allocation to other Participants, and any additional amount needed
to restore such forfeited amounts shall be a minimum required
Employer Retirement Savings Contribution (which shall be made
without regard to current or accumulated earnings and profits).
	 
	(f)	 	Special Formula for Determining Vested Interest for Partial
Accounts. With respect to a Participant whose Vested Interest in
his Employer Contribution Account is less than 100% and who makes a
withdrawal from or receives a termination distribution from his
Employer Contribution Account other than a lump sum distribution by
the close of the second Plan Year following the Plan Year in which
his employment is terminated, any amount remaining in his Employer
Contribution Account shall continue to be maintained as a separate
account. At any relevant time, such Participant’s nonforfeitable
portion of his separate account shall be determined in accordance
with the following formula:





X=P(AB + (R x
D)) - (R x D)





	 	 	For purposes of applying the formula: X is the amount of such
separate account in which the Participant has a Vested Interest at
the relevant time; P is the Participant’s Vested Interest in his
Employer Contribution Account at the relevant time; AB is the
balance of such separate account at the relevant time; R is the
ratio of the balance of such separate account at the relevant time
to the balance of such separate account after the withdrawal or
distribution; and D is the amount of the withdrawal or
distribution. For all other purposes of the Plan, a Participant’s
separate account shall be treated as an Employer Contribution
Account. Upon his incurring a Period of Severance of five
consecutive years, the forfeitable portion of a Participant’s
separate account and Employer Contribution Account shall be
forfeited as of the end of the Plan Year during which the
Participant completes such Period of Severance if not forfeited
earlier pursuant to the provisions of Section 6.4(d)(1).




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	(g)	 	Special Rules for DFS Employees. Notwithstanding the
preceding, any Participant who terminates his or her employment with
the Employer pursuant to a written agreement which provides that he
or she shall accept employment with Dell Financial Services, L.P.,
which is an affiliate of the Employer, shall be 100% vested in his
or her account balance as of December 31, 2001. This Subsection
shall not apply to individuals who terminate employment after
December 31, 2001.
	 
	(h)	 	Special Rules for Alternate Payees. The Committee may direct
the Trustee under the nondiscriminatory policy adopted by the
Committee to immediately pay benefits to an alternate payee
designated under a Qualified Domestic Relations Order as defined in
Code Section 414(p). To the extent provided under a Qualified
Domestic Relations Order, a former spouse of a Participant shall be
treated as the spouse or surviving spouse for all purposes of the
Plan.





* * * * *






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VIII.

TIME AND FORM OF PAYMENT OF BENEFITS





	8.1	 	Time of Payment. A Participant’s benefit shall be paid or commence, as
applicable, on his Benefit Commencement Date. Any amount allocable to a
Participant’s Accounts after his Benefit Commencement Date shall be
distributed, as soon as administratively feasible after the date that such
amount is paid to the Trust Fund and allocated to his Accounts.
	 
	8.2	 	Determination of Benefit Commencement Date.






	(a)	 	Subject to the provisions of the remaining Subsections of
this Section, a Participant’s Benefit Commencement Date shall be the
date that is as soon as administratively feasible after the date the
Participant or his beneficiary becomes entitled to a benefit
pursuant to Article VII.
	 
	(b)	 	As provided in Subsection 8.2(g) and in Section 8.4 unless a
terminated Participant consents to a distribution pursuant to
Subsection 8.2(a), his Benefit Commencement Date shall be deferred
beyond the date specified in Subsection 8.2(a) to the date that is
as soon as administratively feasible after the earliest of (i) the
date the Participant attains age sixty-five, (ii) the Participant’s
date of death, or (iii) the date the Participant (or, if applicable,
his beneficiary) elects by written notice to the Committee prior to
such date. The Committee shall furnish information to each
Participant or beneficiary pertinent to such Participant’s or
beneficiary’s consent no less than thirty days (unless such
thirty-day period is waived by an affirmative election in accordance
with applicable Treasury regulations) and no more than ninety days
before such Participant’s Benefit Commencement Date, and the
furnished information shall include a general description of the
material features of, and an explanation of the relative values of,
the alternative forms of benefit available under the Plan and must
inform the Participant (or, if applicable, his beneficiary) of his
right to defer his Benefit Commencement Date and of his Direct
Rollover right pursuant to Section 8.5 below, if applicable.
	 
	(c)	 	Except as otherwise specifically provided in this Section
8.2, a Participant’s Benefit Commencement Date shall in no event be
later than the sixtieth day following the close of the Plan Year
during which such Participant attains, or would have attained, his
Normal Retirement Date or, if later, terminates his employment with
the Employer and all Controlled Entities.
	 
	(d)	 	A Participant’s Benefit Commencement Date shall be in
compliance with the provisions of Code Section 401(a)(9) and
applicable Treasury regulations thereunder and shall in no event be
later than:






	(1)	 	April 1 of the calendar year following the later
of (i) the calendar year in which such Participant attains the
age of seventy and one-half or (ii) the calendar year in which
such Participant terminates his employment with




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	 	 	the Employer and all Controlled Entities (provided, however,
that clause (ii) of this sentence shall not apply in the case
of a Participant who is a “five-percent owner” (as defined in
Code Section 416) with respect to the Plan Year ending in the
calendar year in which such Participant attains the age of
seventy and one-half); and
	 
	(2)	 	In the case of a benefit payable pursuant to
Section 7.3, (i) if payable to other than the Participant’s
spouse, the last day of the one-year period following the
death of such Participant or (ii) if payable to the
Participant’s spouse, after the date upon which such
Participant would have attained the age of seventy and
one-half, unless such surviving spouse dies before payments
commence, in which case the Benefit Commencement Date may not
be deferred beyond the last day of the one-year period
following the death of such surviving spouse.
	 
	 	 	The provisions of this Section notwithstanding, a Participant
may not elect to defer the receipt of his benefit hereunder
to the extent that such deferral creates a death benefit that
is more than incidental within the meaning of Code Section
401(a)(9)(G) and applicable Treasury regulations thereunder.






	(e)	 	If (i) a Participant attained age seventy and one-half, but
did not terminate employment with the Employer and all Controlled
Entities prior to 1997, (ii) such Participant’s Benefit Commencement
Date occurred prior to his termination of employment pursuant to the
provisions of Subsection 8.2(d) as in effect prior to the Effective
Date, (iii) such Participant is an Employee, and (iv) such
Participant was not a “five-percent owner” (as defined in Code
Section 416) with respect to the Plan Year ending in the calendar
year in which such Participant attained the age of seventy and
one-half, such Participant may affirmatively elect to cease the
distribution of his Accounts hereunder until the time described in
Subsection 8.2(d)(1).
	 
	(f)	 	Subject to the provisions of Subsection 8.2(d), a
Participant’s Benefit Commencement Date shall not occur unless the
Article VI event entitling the Participant to a benefit constitutes
a distributable event described in Code Section 401(k)(2)(B) and, in
the case of an event described in Section 7.1, 7.3 or 7.4, shall not
occur while the Participant is employed by the Employer or any
Controlled Entity.
	 
	(g)	 	Subject to the provisions of Subsection 8.2(d), a Participant
(other than a Participant who dies or whose Vested Interest in his
Accounts is not in excess of $5,000) must request and file a claim
for benefits in the manner prescribed by the Committee before
payment of his benefit will commence.




-38-









 






	(h)	 	Model Amendment for Compliance with Final Treasury
Regulations Under Code Section 401(a)(9).






	(1)	 	General Rules. The provisions of this Subsection
shall apply for purposes of determining required minimum
distributions for calendar years beginning on or after January
1, 2003. The requirements of this Subsection shall take
precedence over any inconsistent provisions of the Plan. All
distributions required under this Subsection shall be
determined and made in accordance with the Treasury
regulations under Code Section 401(a)(9). Notwithstanding the
other provisions of the Plan, distributions may be made under
a designation made before January 1, 1984, in accordance with
section 242(b)(2) of the Tax Equity and Fiscal Responsibility
Act (“TEFRA”) and the provisions of the plan that relate to
section 242(b)(2) of TEFRA.
	 
	(2)	 	Time and Manner of Distribution.






	(A)	 	Required Beginning Date. The
Participant’s entire interest will be distributed, or
begin to be distributed, to the Participant no later
than the participant’s required beginning date.
	 
	(B)	 	Death of Participant Before
Distributions Begin. If the participant dies before
distributions begin, the participant’s entire interest
will be distributed, and begin to be distributed, no
later than as follows:






	(I)	 	If the participant dies
before distributions begin and there is a
designated beneficiary, the participant’s entire
interest will be distributed to the designated
beneficiary by December 31 of the calendar year
containing the fifth anniversary of the
Participant’s death. If the Participant’s
surviving spouse is the Participant’s sole
designated beneficiary and the surviving spouse
dies after the participant but before
distributions to either the Participant or the
surviving spouse begin, this paragraph will apply
as if the surviving spouse were the participant.
	 
	(II)	 	If there is no designated
beneficiary as of September 30 of the year
following the year of the Participant’s death, the
participant’s entire interest will be distributed
by December 31 of the calendar year containing the
fifth anniversary of the Participant’s death.






	 	 	For purposes of this Subsection 8.2(h)(2) and
Subsection 8.2(h)(4), unless the second sentence of
Subsection 8.2(h)(2)(B)(I) applies, distributions are
considered to begin on the Participant’s required
beginning date. If the second sentence of Subsection
8.2(h)(2)(B)(I) applies, distributions are considered
to begin on the




-39-









 






	 	 	date distributions are required to begin to the
surviving spouse. If distributions under an annuity
purchased from an insurance company irrevocably
commence to the participant before the participant’s
required beginning date (or to the Participant’s
surviving spouse before the date distributions are
required to begin to the surviving spouse), the date
distributions are considered to begin is the date
distributions actually commence.
	 
	(C)	 	Forms of Distribution. Unless the
Participant’s interest is distributed in the form of an
annuity purchased from an insurance company or in a
single sum on or before the required beginning date, as
of the first distribution calendar year distributions
will be made in accordance with Subsections 8.2(h)(3)
and (4) below. If the Participant’s interest is
distributed in the form of an annuity purchased from an
insurance company, distributions thereunder will be made
in accordance with the requirements of Code Section
401(a)(9) and the Treasury regulations.






	(3)	 	Required Minimum Distributions During a
Participant’s Lifetime.






	(A)	 	Amount of Required Minimum
Distribution For Each Distribution Calendar Year. During
a Participant’s lifetime, the minimum amount that will
be distributed for each distribution calendar year is
the lesser of:






	(I)	 	The quotient obtained by
dividing the Participant’s account balance by the
distribution period in the Uniform Lifetime Table
set forth in section 1.401(a)(9)-9 of the Treasury
regulations, using the Participant’s age as of the
Participant’s birthday in the distribution
calendar year; or
	 
	(II)	 	If the Participant’s sole
designated beneficiary for the distribution
calendar year is the Participant’s spouse, the
quotient obtained by dividing the Participant’s
account balance by the number in the Joint and
Last Survivor Table set forth in section
1.401(a)(9)-9 of the Treasury regulations, using
the Participant’s and spouse’s attained ages as of
the Participant’s and spouse’s birthdays in the
distribution calendar year.






	(B)	 	Lifetime Required Minimum
Distributions Continue Through Year of Participant’s
Death. Required minimum distributions will be determined
under this Subsection 8.2(h)(3) beginning with the first
distribution calendar year and up to and including the
distribution calendar year that includes the
Participant’s date of death.




-40-









 












	(4)	 	Required Minimum Distributions After a
Participant’s Death.






	(A)	 	Death On or After Date Distributions
Begin.






	(I)	 	Participant Survived by
Designated Beneficiary. If the Participant dies on
or after the date distributions begin and there is
a designated beneficiary, the minimum amount that
will be distributed for each distribution calendar
year after the year of the Participant’s death is
the quotient obtained by dividing the
Participant’s account balance by the longer of the
remaining life expectancy of the Participant or
the remaining life expectancy of the Participant’s
designated beneficiary, determined as follows:






(a) The Participant’s remaining life expectancy
is calculated using the age of the Participant in
the year of death, reduced by one for each
subsequent year.




(b) If the Participant’s surviving spouse is the
Participant’s sole designated beneficiary, the
remaining life expectancy of the surviving spouse
is calculated for each distribution calendar year
after the year of the Participant’s death using
the surviving spouse’s age as of the spouse’s
birthday in that year. For distribution calendar
years after the year of the surviving spouse’s
death, the remaining life expectancy of the
surviving spouse is calculated using the age of
the surviving spouse as of the spouse’s birthday
in the calendar year of the spouse’s death,
reduced by one for each subsequent calendar year.




(c) If the Participant’s surviving spouse is not
the Participant’s sole designated beneficiary,
the designated beneficiary’s remaining life
expectancy is calculated using the age of the
beneficiary in the year following the year of the
Participant’s death, reduced by one for each
subsequent year.




	(II)	 	No Designated
Beneficiary. If the Participant dies on or after
the date distributions begin and there is no
designated beneficiary as of September 30 of the
year after the year of the Participant’s death,
the minimum amount that will be distributed for
each distribution calendar year after the year of
the Participant’s death is the quotient obtained
by dividing the Participant’s account balance by
the Participant’s remaining life expectancy
calculated using the age of the Participant in the
year of death, reduced by one for each subsequent
year.




-41-









 












	(B)	 	Death Before Date Distributions
Begin.






	(I)	 	Participant Survived by
Designated Beneficiary. If the Participant dies
before distributions begin and there is a
designated beneficiary, the Participant’s entire
interest will be distributed, and begin to be
distributed, to the designated beneficiary by
December 31 of the calendar year containing the
fifth anniversary of the Participant’s death. If
the participant’s surviving spouse is the
Participant’s sole designated beneficiary and the
surviving spouse dies after the Participant but
before distributions to either the participant or
the surviving spouse begin, this paragraph will
apply as if the surviving spouse were the
Participant.
	 
	(II)	 	No Designated
Beneficiary. If the Participant dies before the
date distributions begin and there is no
designated beneficiary as of September 30 of the
year following the year of the Participant’s
death, distribution of the participant’s entire
interest will be completed by December 31 of the
calendar year containing the fifth anniversary of
the Participant’s death.
	 
	(III)	 	Death of Surviving
Spouse Before Distributions to Surviving Spouse
Are Required to Begin. If the Participant dies
before the date distributions begin, the
Participant’s surviving spouse is the
Participant’s sole designated beneficiary, and the
surviving spouse dies before distributions are
required to begin to the surviving spouse, this
Subsection 8.2(h)(4)(B) will apply as if the
surviving spouse were the Participant.






	(5)	 	Definitions.






	(A)	 	Designated beneficiary. The
individual who is designated as the beneficiary under
Section 7.3 of the Plan and is the designated
beneficiary under Code Section 401(a)(9) and section
1.401(a)(9)-1, Q&A-4, of the Treasury regulations.
	 
	(B)	 	Distribution calendar year. A
calendar year for which a minimum distribution is
required. For distributions beginning before the
Participant’s death, the first distribution calendar
year is the calendar year immediately preceding the
calendar year that contains the Participant’s required
beginning date. For distributions beginning after the
Participant’s death, the first distribution calendar
year is the calendar year in which distributions are
required to begin under Subsection 8.2(h)(2)(B). The
required minimum distribution for the Participant’s
first distribution




-42-









 






	 	 	calendar year will be made on or before the
Participant’s required beginning date. The required
minimum distribution for other distribution calendar
years, including the required minimum distribution for
the distribution calendar year in which the
Participant’s required beginning date occurs, will be
made on or before December 31 of that distribution
calendar year.
	 
	(C)	 	Life expectancy. Life expectancy as
computed by use of the Single Life Table in section
1.401(a)(9)-9 of the Treasury regulations.
	 
	(D)	 	Participant’s account balance. The
account balance as of the last valuation date in the
calendar year immediately preceding the distribution
calendar year (valuation calendar year) increased by the
amount of any contributions made and allocated or
forfeitures allocated to the account balance as of dates
in the valuation calendar year after the valuation date
and decreased by distributions made in the valuation
calendar year after the valuation date. The account
balance for the valuation calendar year includes any
amounts rolled over or transferred to the Plan either in
the valuation calendar year or in the distribution
calendar year if distributed or transferred in the
valuation calendar year.
	 
	(E)	 	Required beginning date. The date
specified in Section 8.2(d)(1) of the Plan.






	8.3	 	Forms of Benefits. A Participant’s benefit shall be paid (or transferred
pursuant to Section 8.5, if applicable) in a single lump sum payment.
Benefits shall be paid or transferred in cash.






	8.4	 	Cash-Out of Benefit. Not in Excess of $5,000. Notwithstanding any
provision of the Plan to the contrary, if a Participant terminates his
employment with the Employer and all Controlled Entities and his Vested
Interest in his Accounts is not in excess of $5,000, such Participant’s
benefit shall be paid in one lump sum cash payment in lieu of any other
form of benefit herein provided. Any such payment shall be made at the
time specified in Subsection 8.2(a) without regard to the consent
restrictions of Subsection 8.2(b). The provisions of this Section shall
not be applicable to a Participant following his Benefit Commencement
Date.






	8.5	 	Direct Rollover Election. Notwithstanding any provision of the Plan to
the contrary that would otherwise limit a Distributee’s election under
this Section, a Distributee may elect, at the time and in the manner
prescribed by the Committee, to have all or any portion of an Eligible
Rollover Distribution (other than any portion attributable to the offset
of an outstanding loan balance of such Participant pursuant to the Plan’s
loan procedure) paid directly to an Eligible Retirement Plan specified by
the Distributee in a Direct Rollover. The preceding sentence
notwithstanding, a Distributee may elect a Direct Rollover pursuant to
this Section only if such Distributee’s Eligible Rollover Distributions
during the Plan Year are reasonably expected to total $200 or more.
Furthermore, if less than




-43-









 







	 	 	100% of the Participant’s Eligible Rollover Distribution is to be a
Direct Rollover, the amount of the Direct Rollover must be $500 or more.
Prior to any Direct Rollover pursuant to this Section, the Committee may
require the Distributee to furnish the Committee with a statement from
the plan, account, or annuity to which the benefit is to be transferred
verifying that such plan, account, or annuity is, or is intended to be,
an Eligible Retirement Plan. Notwithstanding the above, any financial
hardship withdrawal made to a Participant pursuant to Article VI shall
not qualify as an Eligible Rollover Distribution and the Participant
shall not be entitled to make a direct rollover election with respect to
such distribution.
	 
	8.6	 	Payee of Benefits. Unless otherwise provided in the Plan, a
Participant’s benefit shall be paid to such Participant unless the
Participant has died, in which case such Participant’s benefit shall be
paid to his beneficiary designated in Section 7.3.






	8.7	 	Benefits from Account Balances. With respect to any benefit payable in
any form pursuant to the Plan, such benefit shall be provided from the
Account balance(s) to which the particular Participant or beneficiary is
entitled.






	8.8	 	Unclaimed Benefits. In the case of a benefit payable on behalf of a
Participant, if the Committee 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. 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, such forfeited benefit shall be restored to the Plan in the
manner provided in Section 7.4(e).






	8.9	 	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 of
the date such claim is received by the Committee (or within 180 days
if additional information requested by the Committee necessitates an
extension of the ninety-day period and the claimant is informed of
such extension in writing within the original 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
described in Subsection 8.9(b).






	(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




-44-









 






		 	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, his beneficiary,
or the representative of such Participant or beneficiary prior to
the commencement of the extension period.
	 
	(c)	 	Timely completion of the claims procedures described in this
Section shall be a condition precedent to the commencement of any
legal or equitable action in connection with a claim for benefits
under the Plan by a Participant or by any other person or entity
claiming rights through such Participant; provided, however, that
the Committee in its discretion may waive compliance with such
claims procedures as a condition precedent to any such action.
	 
	(d)	 	Any legal action with respect to a claim for Plan benefits
must be filed no later than one year after the later of (i) the date
the claim is denied by the Committee or (ii) if a review of such
denial is requested, the date of the final decision by the Committee
with respect to such request.





* * * * *






-45-









 








IX.

LOANS





	9.1	 	Eligibility for Loan.






	(a)	 	Subject to the provisions of this Article, the following
individuals shall be eligible for loans under the Plan: (i) each
Participant who is an Employee. (An individual who is eligible to
apply for a loan under the Plan as described in the preceding
sentence shall hereinafter be referred to as a “Participant” for
purposes of this Article.)
	 
	(b)	 	Notwithstanding the above, a Participant may not have more
than two (2) loan outstanding at any time.
	 
	(c)	 	Upon application by a Participant and subject to such uniform
and nondiscriminatory rules and regulations as the Committee may
establish, the Committee may in its discretion direct the Trustee to
make a loan or loans to such Participant.






	9.2	 	Minimum Loan. A loan to a Participant may not be for an amount less than
$500.00.






	9.3	 	Maximum Loan.






	(a)	 	A loan to a Participant may not exceed 50% of the then value
of such Participant’s Vested Interest in his Accounts.
	 
	(b)	 	Notwithstanding anything to the contrary, no loan shall be
made from the Plan to a Participant to the extent such loan would
cause the total of all loans made to the Participant from all
qualified plans of the Employer and Controlled Entities
(“Outstanding Loans”) to exceed the lesser of:






	(1)	 	$50,000 (reduced by the excess, if any, of (i)
the highest outstanding balance of Outstanding Loans during
the one-year period ending on the day before the date on which
the loan is to be made, over (ii) the outstanding balance of
Outstanding Loans on the date on which the loan is to be
made); or
	 
	(2)	 	One-half of the present value of the
Participant’s nonforfeitable accrued benefit under all
qualified plans of the Employer and Controlled Entities.






	9.4	 	Interest, Security, and Fees.






	(a)	 	Any loan made pursuant to this Article shall bear interest at
a rate established by the Committee from time to time and
communicated to the Participants, which rate shall provide the Plan
with a return commensurate with the interest rates charged by
persons in the business of lending money for loans which would be
made under similar circumstances.




-46-









 






	(b)	 	Any loan shall be made as an investment of a segregated loan
fund to be established in the Trust Fund for the Participant to whom
the loan is made. Any loan shall be considered to come, first, from
the Participant’s Rollover Contribution Account, second, from the
Participant’s Vested Interest in his Employer Contribution Account,
and, finally, from the Participant’s Salary Reduction Contribution
Account. The Trustee shall fund a Participant’s segregated loan
fund by liquidating such portion of the assets of the Accounts from
which the Participant’s loan is to be made as is necessary to fund
the loan and transferring the proceeds to such segregated loan fund.
If a Participant’s Accounts are invested in more than one
Investment Fund, the transfer shall be made pro rata from each such
Investment Fund.
	 
	(c)	 	The loan shall be secured by a pledge of the Participant’s
segregated loan fund. By agreeing to the pledge of the segregated
loan fund as security for the loan, a Participant shall be deemed to
have consented to the distribution of such segregated loan fund
prior to the time specified in Code Section 411(a)(11) and the
applicable Treasury regulations thereunder.
	 
	(d)	 	The Committee in its discretion may impose a reasonable fee
on the issuance of each loan.






	9.5	 	Repayment Terms of Loan.






	(a)	 	A Participant who is an Employee receiving compensation from
the Employer at the time of receipt of a loan shall be required, as
a condition to receiving a loan, to enter into an irrevocable
agreement authorizing the Employer to make payroll deductions from
his compensation so long as the Participant is such an Employee and
to transfer such payroll deduction amounts to the Trustee in payment
of such loan plus interest. In the case of a Participant who (i) is
not at the time of commencement of his loan an Employee, or (ii) is
not at the commencement of his loan receiving compensation from the
Employer (or is receiving insufficient compensation to cover his
scheduled loan repayments), or (iii) was an Employee receiving
compensation from the Employer at the time of commencement of his
loan and either (A) continues to be an Employee but ceases to
receive compensation from the Employer (or is receiving insufficient
compensation to cover his scheduled loan repayments), (B) ceases to
be an Employee and is not entitled to a distribution of his Accounts
under the terms of the Plan, or (C) ceases to be an Employee and
immediately commences employment with a Controlled Entity or Dell
Financial Services L.P., except as otherwise permitted in Subsection
9.5(c), each such Participant shall make or continue to make his
loan repayments (or portion of his loan repayments not covered by
his compensation) in the manner prescribed by the Committee.
	 
	(b)	 	The terms of the loan shall (i) require level amortization
with payments not less frequently than quarterly, (ii) require that
the loan be repaid over an amortization period of one to four and
one-half years (unless the Participant certifies in writing to the
Committee that the loan is to be used to acquire any dwelling unit
which




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	 	 	within a reasonable time is to be used (determined at the time the
loan is made) as a principal residence of the Participant, in which
case the loan must be repaid over an amortization period of five to
twenty years), (iii) allow prepayment without penalty at any time,
provided that any prepayment must be for the full outstanding loan
balance (including interest), (iv) require that the balance of the
loan (including interest) shall become due and payable (to the
extent not otherwise due and payable) within ninety days of the
date the Participant or, if applicable, the Participant’s
beneficiary, is first entitled to a distribution from the Plan
(other than a distribution pursuant to Article VIII) irrespective
of whether such Participant or beneficiary elects or consents to
such distribution, and (v) provide that such Participant’s
outstanding loan balance (including interest), if not paid in
accordance with the repayment provisions of the loan, shall be
treated as a deemed distribution upon the end of the “cure period”
permitted by applicable Treasury Regulations and repaid by
offsetting such balance against the amount in the Participant’s
segregated loan fund pledged as security for the loan. With respect
to the correction of a loan pursuant to the “cure period”
provisions of Treas. Reg. Section 1.72(p)-1, Q&A-10, the Employer
may adopt a nondiscriminatory policy which permits Participants who
have failed to make one or more loan payments to make addition
payments to the Plan’s Trust prior to the end of the applicable
“cure period” in the amount necessary to permit such Participant’s
loan not to be treated as a deemed distribution.
	 
	(c)	 	The above notwithstanding, a Participant who is on an unpaid
leave of absence from the Employer may elect to suspend payments on
his loan during such leave of absence for a period of up to one
year. Upon such Participant’s return to active employment with the
Employer at the conclusion of such leave of absence, or upon the
expiration of such one-year period, if earlier, such Participant
shall be permitted to refinance his loan, including all accrued and
unpaid interest, over a term that does not extend beyond the
expiration of the original term of the loan.
	 
	(d)	 	Amounts tendered to the Trustee by a Participant in repayment
of a loan made pursuant to this Article (i) shall initially be
credited to the Participant’s segregated loan fund, (ii) then shall
be transferred as soon as practicable following receipt thereof to
the Account or Accounts from which the Participant’s loan was made,
and (iii) finally, shall be invested in accordance with the current
designation in effect as to the investment of contributions being
allocated to such Accounts pursuant to Article V.






	9.6	 	Default and Offset.






	(a)	 	If the Participant fails in any way to comply with the
repayment terms of a loan, such loan shall be repaid by offsetting
the Participant’s outstanding loan balance (including interest)
against the amount in the Participant’s segregated loan fund pledged
as security for the loan. Except as provided in Subsection 9.6(b),
any such outstanding loan balance (including interest) shall be so
offset and repaid as soon as administratively feasible after such
failure to comply, and such repayment




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	 	 	shall be prior to any withdrawal or distribution of benefits from
the pledged portion of the Participant’s Accounts pursuant to the
provisions of the Plan.
	 
	(b)	 	Notwithstanding Subsection 9.6(a), amounts in a Participant’s
Accounts may not be offset and used to satisfy the payment of a
defaulted outstanding loan (including interest) prior to the
earliest time the amounts in any such Account are otherwise
permitted to be distributed under applicable law. In the event an
offset of a defaulted loan is not permitted pursuant to the
preceding sentence, such outstanding loan balance (including
interest) shall be deemed distributed to such Participant on the
last day of the calendar quarter (effective January 1, 2001, on the
ninetieth day) following the calendar quarter in which the first
unpaid installment on such loan was due and unpaid.





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X.

ADMINISTRATION OF THE PLAN





	10.1	 	Appointment of Committee. The general administration of the Plan shall
be vested in the Company. The Company may delegate certain duties to the
Committee that shall be appointed by the Directors and shall consist of
one or more persons. Any individual, whether or not an Employee, is
eligible to become a member of the Committee. Each member of the
Committee shall, before entering upon the performance of his duties,
qualify by signing a consent to serve as a member of the Committee under
and pursuant to the Plan and by filing such consent with the records of
the Committee. For purposes of ERISA, the Company shall be the Plan
“administrator” and the Committee shall be the “named fiduciary” with
respect to the general administration of the Plan (except as to the
investment of the assets of the Trust Fund).






	10.2	 	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, the Directors may remove a member of the Committee 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 shall
automatically cease to be a member of the Committee as of the date he
ceases to be employed by the Employer and all Controlled Entities.






	10.3	 	Officers, Records, and Procedures. The Committee may select officers and
may appoint a secretary who need not be a member of the Committee. The
Committee shall keep appropriate records of its proceedings and the
administration of the Plan and shall make available for examination during
business hours to any Participant or beneficiary such records as pertain
to that individual’s interest in the Plan. The Committee shall designate
the person or persons who shall be authorized to sign for the Committee
and, upon such designation, the signature of such person or persons shall
bind the Committee.






	10.4	 	Meetings. The Committee shall hold meetings upon such notice and at such
time and place as it may from time to time determine. Notice to a member
shall not be required if waived in writing by that member. A majority of
the members of the Committee duly appointed shall constitute a quorum for
the transaction of business. All resolutions or other actions taken by
the Committee at any meeting where a quorum is present shall be by vote of
a majority of those present at such meeting and entitled to vote.
Resolutions may be adopted or other action taken without a meeting upon
written consent signed by all of the members of the Committee.






	10.5	 	Self-Interest of Members. No member of the Committee shall have any
right to vote or decide upon any matter relating solely to himself under
the Plan 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




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	 	 	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.
	 
	10.6	 	Compensation and Bonding. The members of the Committee shall not receive
compensation with respect to their services for the Committee. To the
extent required by ERISA or other applicable law, or required by the
Company, members of the Committee shall furnish bond or security for the
performance of their duties hereunder.






	10.7	 	Committee Powers and Duties. The Committee shall supervise the
administration and enforcement of 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 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, provided such rules, regulations, and bylaws are evidenced
in writing and copies thereof are delivered to the Trustee and to
the Company, and to enforce the terms of the Plan and the rules and
regulations promulgated thereunder by the Committee;
	 
	(b)	 	To construe in its discretion all terms, provisions,
conditions, and limitations of the Plan, and, in all cases, the
construction necessary for the Plan to qualify under the applicable
provisions of the Code shall control;
	 
	(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 expedient in its
discretion 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 discretion all questions relating to
eligibility;
	 
	(f)	 	To make a determination in its 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;
	 
	(g)	 	To prepare, file, and distribute, in such manner as the
Committee determines to be appropriate, such information and
material as is required by the reporting and disclosure requirements
of ERISA;
	 
	(h)	 	To furnish the Employer any information necessary for the
preparation of such Employer’s tax return or other information that
the Committee determines in its discretion is necessary for a
legitimate purpose;




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	(i)	 	To require and obtain from the Employer and the Participants
and their beneficiaries any information or data that the Committee
determines is necessary for the proper administration of the Plan;
	 
	(j)	 	To instruct the Trustee as to the loans to Participants
pursuant to the provisions of Article XII;
	 
	(k)	 	To instruct the Trustee as to the management, investment, and
reinvestment of the Trust Fund as provided in the Trust Agreement;
	 
	(l)	 	To appoint investment managers;
	 
	(m)	 	To receive and review reports from the Trustee and from
investment managers as to the financial condition of the Trust Fund,
including its receipts and disbursements;
	 
	(n)	 	To review periodically the Plan’s short-term and long-term
investment needs and goals and to communicate such needs and goals
to the Trustee and any investment manager as frequently as the
Committee, in its discretion, deems necessary for the proper
administration of the Plan and Trust;
	 
	(o)	 	To establish or designate Investment Funds as investment
options under the Plan as provided in Article V;
	 
	(p)	 	To determine in its discretion administrative expenses
properly payable from the Plan and allocate the payment of such
expenses from Participants’ Accounts or forfeitures.
	 
	(q)	 	To direct the Trustee as to the exercise of rights or
privileges to acquire, convert, or exchange Company Stock pursuant
to Article V; and
	 
	(r)	 	To amend the Plan in accordance with and to the extent
provided in Article XIII.






	10.8	 	Employer to Supply Information. The Employer 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. The Employer shall advise
the Trustee of such of the foregoing facts as are deemed necessary for the
Trustee to carry out the Trustee’s duties under the Plan. When making a
determination in connection with the Plan, the Committee shall be entitled
to rely upon the aforesaid information furnished by the Employer.






	10.9	 	Indemnification. The Company shall, to the extent permitted by law,
indemnify and hold harmless each member of the Committee and each Employee
who is a fiduciary or a delegate of the Committee against any and all
expenses and liabilities arising out of his administrative functions or
fiduciary responsibilities, 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




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	 	 	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.
	 
	10.10	 	Temporary Restrictions. In order to ensure an orderly transition in the
transfer of assets to or from the Trust Fund associated with a merger or
spin-off of the Plan, a merger of another qualified plan into the Plan, a
transfer of assets from another qualified plan to the Plan, a change in
Trustee or record keeper, or other similar activity, the Committee in its
discretion may temporarily prohibit or restrict withdrawals, loans,
changes to contribution elections, changes of investment designation, or
such other activity as the Committee deems appropriate; provided,
however, that any such temporary prohibition or restriction shall be in
compliance with all applicable law.





* * * * *






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XI.

TRUSTEE AND ADMINISTRATION OF TRUST FUND





	11.1	 	Appointment, Resignation, Removal, and Replacement of Trustee. The
Trustee shall be appointed, removed, and replaced by and in the sole
discretion of the Directors. The Trustee shall be the “named fiduciary”
with respect to investment of the Trust Fund’s assets.
	 
	11.2	 	Trust Agreement. As a means of administering the assets of the Plan, the
Company has entered into a Trust Agreement with the Trustee. The Trust
Agreement shall govern the administration of the assets of the Plan and
the duties, obligations, and responsibilities of the Trustee. The Trust
Agreement may be amended from time to time as the Company deems advisable
in order to effectuate the purposes of the Plan. The Trust Agreement is
incorporated herein by reference and thereby made a part of the Plan.
	 
	11.3	 	Payment of Expenses. All expenses incident to the administration of the
Plan and Trust, including but not limited to, legal, accounting, Trustee
fees, direct expenses of the Employer and the Committee incurred in the
administration of the Plan, and the cost of furnishing any bond or
security required of the Committee, shall be paid by the Trustee from the
Trust Fund, and, until paid, shall constitute a claim against the Trust
Fund that is paramount to the claims of Participants and beneficiaries;
provided, however, that (i) the obligation of the Trustee to pay such
expenses from the Trust Fund shall cease to exist to the extent such
expenses are paid by the Employer and (ii) in the event the Trustee’s
compensation is to be paid, pursuant to this Section, from the Trust Fund,
any individual serving as Trustee who already receives full-time pay from
an Employer or an association of Employers whose employees are
Participants, or from an employee organization whose members are
Participants, shall not receive any additional compensation for serving as
Trustee. This Section shall be deemed to be a part of any contract to
provide for expenses of Plan and Trust administration, whether or not the
signatory to such contract is, as a matter of convenience, the Employer.
	 
	11.4	 	Trust Fund Property. 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 hereunder shall be held
for investment purposes as a commingled Trust Fund. The Committee shall
maintain Accounts in the name of each Participant, but the maintenance of
an Account designated as the Account of a Participant shall not mean that
such Participant shall have a greater or lesser interest than that due him
by operation of the Plan and shall not be considered as segregating any
funds or property from any other funds or property contained in the
commingled fund. No Participant shall have any title to any specific
asset in the Trust Fund.
	 
	11.5	 	Distributions from Participants’ Accounts. Distributions from a
Participant’s Accounts shall be made by the Trustee only if, when, and in
the amount and manner directed in writing by the Committee. Any
distribution made to a Participant or for his benefit shall be debited to
such Participant’s Account or Accounts. All distributions hereunder shall
be made in cash except as otherwise specifically provided herein.




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	11.6	 	Payments Solely from Trust Fund. All benefits payable under the Plan
shall be paid or provided for solely from the Trust Fund, and neither the
Employer nor the Trustee assumes any liability or responsibility for the
adequacy thereof. The Committee or the Trustee may require execution and
delivery of such instruments as are deemed necessary to ensure proper
payment of any benefits.
	 
	11.7	 	No Benefits to the Employer. No part of the corpus or income of the
Trust Fund shall be used for any purpose other than the exclusive purpose
of providing benefits for the Participants and their beneficiaries and of
defraying reasonable expenses of administering the Plan and Trust.
Anything to the contrary herein notwithstanding, the Plan shall not be
construed to vest any rights in the Employer other than those specifically
given hereunder.





* * * * *






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XII.

FIDUCIARY PROVISIONS





	12.1	 	Article Controls. This Article shall control over any contrary,
inconsistent or ambiguous provisions contained in the Plan.
	 
	12.2	 	General Allocation of Fiduciary Duties. Each fiduciary with respect to
the Plan shall have only those specific powers, duties, responsibilities
and obligations as are specifically given him under the Plan. The
Directors shall have the sole authority to appoint and remove the Trustee
and members of the Committee. Except as otherwise specifically provided
herein, the Committee shall have the sole responsibility for the
administration of the Plan, which responsibility is specifically described
herein. Except as otherwise specifically provided herein and in the Trust
Agreement, the Trustee shall have the sole responsibility for the
administration, investment, and management of the assets held under the
Plan. It is intended under the Plan that each fiduciary shall be
responsible for the proper exercise of his or its own powers, duties,
responsibilities, and obligations hereunder and shall not be responsible
for any act or failure to act of another fiduciary except to the extent
provided by law or as specifically provided herein.
	 
	12.3	 	Fiduciary Duty. Each fiduciary under the Plan, including, but not
limited to, the Committee and the Trustee as “named fiduciaries,” shall
discharge his duties and responsibilities with respect to the Plan:






	(a)	 	Solely in the interest of the Participants, for the exclusive
purpose of providing benefits to Participants and their
beneficiaries and of defraying reasonable expenses of administering
the Plan and Trust;
	 
	(b)	 	With the care, skill, prudence, and diligence under the
circumstances then prevailing that a prudent man acting in a like
capacity and familiar with such matters would use in the conduct of
an enterprise of a like character and with like aims;
	 
	(c)	 	By diversifying the investments of the Plan so as to minimize
the risk of large losses, unless under the circumstances it is
prudent not to do so; and
	 
	(d)	 	In accordance with the documents and instruments governing
the Plan insofar as such documents and instruments are consistent
with applicable law.






	 	 	No fiduciary shall cause the Plan or Trust Fund to enter into a
“prohibited transaction” as provided in Code Section 4975 or section 406
of ERISA.






	12.4	 	Delegation of Fiduciary Duties. The Committee may appoint subcommittees,
individuals, or any other agents as it deems advisable and may delegate to
any of such appointees any or all of the powers and duties of the
Committee. Such appointment and delegation must specify in writing the
powers or duties being delegated, and must be accepted in writing by the
delegatee. Upon such appointment, delegation, and acceptance, the
delegating Committee members shall have no liability for the acts or




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		 	omissions of any such delegatee, as long as
the delegating Committee members do not
violate any fiduciary responsibility in
making or continuing such delegation.
	 
	12.5	 	Investment Manager.






	(a)	 	The Committee may, in its sole discretion, appoint an
“investment manager” with power to manage, acquire or dispose of any
asset of the Plan and to direct the Trustee in this regard, so long
as:






	(1)	 	The investment manager is (i) registered as an
investment adviser under the Investment Advisers Act of 1940;
(ii) not registered as an investment adviser under such Act by
reason of paragraph (i) of section 203A(a) of such Act but is
registered as an investment adviser under the laws of the
state (referred to in such section 203A(a) in which it
maintains its principal office and place of business, and, at
the time it last filed the registration form most recently
filed by it with such state in order to maintain its
registration under the laws of such state, also filed a copy
of such form with the Secretary of Labor; (iii) a bank, as
defined in Act; or (iv) an insurance company qualified to do
business under the laws of more than one state; and
	 
	(2)	 	Such investment manager acknowledges in writing
that he or it is a fiduciary with respect to the Plan.






	(b)	 	Upon the appointment of an investment manager pursuant to
Subsection 12.5(a), the Committee shall not be liable for the acts
of the investment manager, as long as the Committee members do not
violate any fiduciary responsibility in making or continuing such
appointment. The Trustee shall follow the directions of such
investment manager and shall not be liable for the acts or omissions
of such investment manager. The Committee may, in its sole
discretion, remove an investment manager at any time.





* * * * *






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XIII.

AMENDMENTS





	13.1	 	Right to Amend. Subject to Section 13.2 and any other limitations
contained in ERISA or the Code, the Directors may from time to time amend,
in whole or in part, any or all of the provisions of the Plan on behalf of
the Company and all Employers. Specifically, but not by way of
limitation, the Directors may make any amendment necessary to acquire or
maintain the Plan’s qualified status under the Code, whether or not
retroactive.






	13.2	 	Limitation on Amendments. No amendment of the Plan shall be made that
would vest in the Employer, directly or indirectly, any interest in or
control of the Trust Fund. No amendment shall be made that would vary the
Plan’s exclusive purpose of providing benefits to Participants and their
beneficiaries and of defraying reasonable expenses of administering the
Plan or that would permit the diversion of any part of the Trust Fund from
that exclusive purpose. No amendment shall be made that would reduce any
then nonforfeitable interest of a Participant. No amendment shall
increase the duties or responsibilities of the Trustee unless the Trustee
consents thereto in writing.





* * * * *







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XIV.

DISCONTINUANCE OF CONTRIBUTIONS, TERMINATION, PARTIAL

TERMINATION, AND MERGER OR CONSOLIDATION





	14.1	 	Right to Discontinue Contributions, Terminate, or Partially Terminate.
The Employer has established the Plan with the bona fide intention and
expectation that from year to year it will be able to, and will deem it
advisable to, make its contributions as herein provided. However, the
Directors realize that circumstances not now foreseen, or circumstances
beyond its control, may make it either impossible or inadvisable for the
Employer to continue to make its contributions to the Plan. Therefore,
the Directors shall have the right and the power to discontinue
contributions to the Plan, terminate the Plan, or partially terminate the
Plan at any time hereafter. Each member of the Committee and the Trustee
shall be notified of such discontinuance, termination, or partial
termination.
	 
	14.2	 	Procedure in the Event of Discontinuance of Contributions, Termination,
or Partial Termination.






	(a)	 	If the Plan is amended so as to permanently discontinue
Employer Contributions, or if Employer Contributions are in fact
permanently discontinued, the Vested Interest of each affected
Participant shall be 100%, effective as required by the Code and
applicable Treasury Regulations. In case of such discontinuance,
the Committee shall remain in existence and all other provisions of
the Plan that are necessary, in the opinion of the Committee, for
equitable operation of the Plan shall remain in force.
	 
	(b)	 	If the Plan is terminated or partially terminated, the Vested
Interest of each affected Participant shall be 100%, effective as of
the termination date or partial termination date, as applicable.
Unless the Plan is otherwise amended prior to dissolution of the
Company, the Plan shall terminate as of the date of dissolution of
the Company.
	 
	(c)	 	Upon discontinuance of contributions, termination, or partial
termination, any previously unallocated contributions, forfeitures,
and net income (or net loss) shall be allocated among the Accounts
of the Participants on such date of discontinuance, termination, or
partial termination according to the provisions of Article IV.
Thereafter, the net income (or net loss) shall continue to be
allocated to the Accounts of the Participants until the balances of
the Accounts are distributed.
	 
	(d)	 	In the case of a termination or partial termination of the
Plan, and in the absence of a Plan amendment to the contrary, the
Trustee shall pay the balance of the Accounts of a Participant for
whom the Plan is so terminated, or who is affected by such partial
termination, to such Participant, subject to the time of payment,
form of payment, and consent provisions of Article VIII.






	14.3	 	Merger, Consolidation, or Transfer. This Plan and Trust Fund may not
merge or consolidate with, or transfer its assets or liabilities to, any
other plan, unless immediately




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	 	 	thereafter each Participant would, in the event such other plan
terminated, be entitled to a benefit equal to or greater than the benefit
to which he would have been entitled if the Plan were terminated
immediately before the merger, consolidation, or transfer.





* * * * *






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XV.

PARTICIPATING EMPLOYERS





	15.1	 	Designation of Other Employers.






	(a)	 	The Committee may designate any entity or organization
eligible by law to participate in the Plan and the Trust as an
Employer by written instrument delivered to the Secretary of the
Company, the Trustee, and the designated Employer. Such written
instrument (i) shall specify the effective date of such designated
participation, (ii) may incorporate specific provisions relating to
the operation of the Plan that apply to the designated Employer
only, (iii) may designate that certain Employees are Eligible
Employees, and (iv) shall become, as to such designated Employer and
its Employees, a part of the Plan and the Trust Agreement.
	 
	(b)	 	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 Trust Agreement 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 or upon making a
contribution to the Trust Fund pursuant to the terms of the Plan;
provided, however, that the terms of the Plan may be modified so as
to increase the obligations of an Employer only with the consent of
such Employer, which consent shall be conclusively presumed to have
been given by such Employer upon its submission of any information
to the Committee required by the terms of or with respect to the
Plan or upon making a contribution to the Trust Fund pursuant to the
terms of the Plan following notice of such modification.
	 
	(c)	 	The provisions of the Plan and the Trust Agreement shall
apply separately and equally to each Employer and its Employees in
the same manner as is expressly provided for the Company and its
Employees, except that the power to appoint or otherwise affect the
Committee or the Trustee and the power to amend or terminate the
Plan and Trust Agreement shall be exercised by the Directors, or by
the Committee, if applicable, and, in the case of Employers that are
Controlled Entities, Employer Retirement Savings Contributions to be
allocated pursuant to Subsection 4.2(d) shall be allocated on an
aggregate basis among the Participants employed by all Employers;
provided, however, that each Employer shall contribute to the Trust
Fund its share of the Employer Retirement Savings Contribution for a
Plan Year based on the Participants in its employ during such Plan
Year who will receive such contribution for such Plan Year.
	 
	(d)	 	Transfer of employment among Employers shall not be
considered a termination of employment hereunder, and Service with
one shall be considered as Service with all others.
	 
	(e)	 	Any Employer may, by appropriate action of its board of
directors or noncorporate counterpart communicated in writing to the
Secretary of the Company, the Trustee, and the Committee, terminate
its participation in the Plan




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	 	 	and the Trust. Moreover, the Committee may, in its discretion,
terminate an Employer’s Plan and Trust participation at any time by
written instrument delivered to the Secretary of the Company and
the designated Employer.






	15.2	 	Single Plan. For purposes of the Code and ERISA, the Plan as adopted by
the Employers shall constitute a single plan rather than a separate plan
of each Employer. All assets in the Trust Fund shall be available to pay
benefits to all Participants and their beneficiaries.





* * * * *






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XVI.

MISCELLANEOUS PROVISIONS





	16.1	 	Not Contract of Employment. The adoption and maintenance of the Plan
shall not be deemed to be either a contract between the Employer and any
person or 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 Employer or to restrict the right of the Employer to
discharge any person at any time, nor shall the Plan be deemed to give the
Employer the right to require any person to remain in the employ of the
Employer or to restrict any person’s right to terminate his employment at
any time.
	 
	16.2	 	Alienation of Interest Forbidden. Except as otherwise provided with
respect to “qualified domestic relations orders” and certain judgments and
settlements pursuant to section 206(d) of ERISA and Code Sections
401(a)(13) and 414(p), and except as otherwise provided under other
applicable law, no right or interest of any kind in any benefit shall be
transferable or assignable by any Participant or any beneficiary or be
subject to anticipation, adjustment, alienation, encumbrance, garnishment,
attachment, execution, or levy of any kind. Plan provisions to the
contrary notwithstanding, the Committee shall comply with the terms and
provisions of any “qualified domestic relations order,” including an order
that requires distributions to an alternate payee prior to a Participant’s
“earliest retirement age” as such term is defined in section
206(d)(3)(E)(ii) of ERISA and Code Section 414(p)(4)(B), and shall
establish an appropriate procedure to effect the same, which procedure
shall be incorporated herein by reference.
	 
	16.3	 	Uniformed Services Employment and Reemployment Rights Act Requirements.
Notwithstanding any provision of the Plan to the contrary, contributions,
benefits, and service credit with respect to qualified military service
will be provided in accordance with Code Section 414(u).
	 
	16.4	 	Payments to Minors and Incompetents. If a Participant or beneficiary
entitled to receive a benefit under the Plan is a minor, or is determined
by the Committee in its discretion to be incompetent, or is adjudged by a
court of competent jurisdiction to be legally incapable of giving valid
receipt and discharge for a benefit provided under the Plan, the Committee
may pay such benefit to the duly appointed guardian or conservator of such
Participant or beneficiary for the account of such Participant or
beneficiary. If no guardian or conservator has been appointed for such
Participant or beneficiary, the Committee may pay such benefit to any
third party who is determined by the Committee, in its sole discretion, to
be authorized to receive such benefit for the account of such Participant
or beneficiary. Such payment shall operate as a full discharge of all
liabilities and obligations of the Committee, the Trustee, the Employer,
and any fiduciary of the Plan with respect to such benefit.
	 
	16.5	 	Acquisition and Holding of Company Stock. The Plan is specifically
authorized to acquire and hold up to 100% of its assets in Company Stock
so long as Company Stock is a “qualifying employer security,” as such term
is defined in section 407(d)(e) of ERISA.




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	16.6	 	Participant’s and Beneficiary’s Addresses. It shall be the affirmative
duty of each Participant to inform the Committee of, and to keep on file
with the Committee, his current mailing address and the current mailing
address of his designated beneficiary. If a Participant fails to keep the
Committee informed of his current mailing address and the current mailing
address of his designated beneficiary, neither the Committee, the Trustee,
the Employer, nor any fiduciary under the Plan shall be responsible for
any late or lost payment of a benefit or for failure of any notice to be
provided timely under the terms of the Plan.
	 
	16.7	 	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. In such case, 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.
	 
	16.8	 	Jurisdiction. The situs of the Plan and the Trust hereby created is
Texas. All provisions of the Plan shall be construed in accordance with
the laws of Texas except to the extent preempted by federal law.
	 
	16.9	 	Incorrect Information or Error. Any contrary provisions of the Plan
notwithstanding, if, because of a human or systems error, or because of
incorrect information provided by or correct information failed to be
provided by, fraud, misrepresentation, or concealment of any relevant fact
(as determined by the Committee) by any person, the Plan enrolls any
individual, pays any benefit, incurs a liability, or makes any overpayment
or erroneous payment, the Plan shall be entitled to recover from such
person the benefit paid or the liability incurred, together with all
expenses incidental to or necessary for such recovery.
	 
	16.10	 	Merged Plans. Notwithstanding any provision of the Plan to the
contrary, the Plan shall comply with the terms of each amendment and
merger document, which is listed on Appendix A and attached thereto,
providing for the merger of another plan with and into the Plan, the
provisions of which shall include, without limitation, the preservation of
all optional forms of benefits and other rights and features under such
other plan, as required to be preserved pursuant to Code Section 411(d)(6)
and applicable Treasury regulations issued thereunder, and the
preservation of certain vesting rights under such other plan, but only to
the extent that, when the terms of such amendment conflict with the terms
of the Plan as amended after the adoption of such amendment and merger
document, such compliance is required by law.





* * * * *







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XVII.

TOP-HEAVY STATUS





	17.1	 	Article Controls. Any Plan provisions to the contrary notwithstanding,
the provisions of this Article shall control to the extent required to
cause the Plan to comply with the requirements imposed under Code Section
416.






	17.2	 	Definitions. For purposes of this Article, the following terms and
phrases when capitalized shall have these respective meanings
notwithstanding that any such term or phrase may have a different meaning
ascribed to it elsewhere in the Plan:






	(a)	 	Account Balance: As of any Valuation Date, the aggregate
amount credited to an individual’s account or accounts under a
qualified defined contribution plan maintained by the Employer or a
Controlled Entity (excluding employee contributions that were
deductible within the meaning of Code Section 219 and rollover or
transfer contributions made after December 31, 1983, by or on behalf
of such individual to such plan from another qualified plan
sponsored by an entity other than the Employer or a Controlled
Entity), increased by (i) the aggregate distributions made to such
individual from such plan during a five-year period ending on the
Determination Date and (ii) the amount of any contributions due as
of the Determination Date immediately following such Valuation Date.
	 
	(b)	 	Accrued Benefit: As of any Valuation Date, the present value
(computed on the basis of the Assumptions) of the cumulative accrued
benefit (excluding the portion thereof that is attributable to
employee contributions that were deductible pursuant to Code Section
219, to rollover or transfer contributions made after December 31,
1983, by or on behalf of such individual to such plan from another
qualified plan sponsored by an entity other than the Employer or a
Controlled Entity, to proportional subsidies or to ancillary
benefits) of an individual under a qualified defined benefit plan
maintained by the Employer or a Controlled Entity, increased by (i)
the aggregate distributions made to such individual from such plan
during a five-year period ending on the Determination Date and (ii)
the estimated benefit accrued by such individual between such
Valuation Date and the Determination Date immediately following such
Valuation Date. Solely for the purpose of determining top-heavy
status, the Accrued Benefit of an individual shall be determined
under (A) the method, if any, that uniformly applies for accrual
purposes under all qualified defined benefit plans maintained by the
Employer and the Controlled Entities or (B) if there is no such
method, as if such benefit accrued not more rapidly than under the
slowest accrual rate permitted under Code Section 411(b)(1)(C).
	 
	(c)	 	Aggregation Group: The group of qualified plans maintained
by the Employer and each Controlled Entity consisting of (i) each
plan in which a Key Employee participates and each other plan that
enables a plan in which a Key Employee participates to meet the
requirements of Code Section 401(a)(4) or 410 or (ii) each plan in
which a Key Employee participates, each other plan that enables a
plan in which a Key Employee participates to meet the requirements
of Code




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	 	 	Section 401(a)(4) or 410, and any other plan that the Employer
elects to include as a part of such group; provided, however, that
the Employer may elect to include a plan in such group only if the
group will continue to meet the requirements of Code Sections
401(a)(4) and 410 with such plan being taken into account.
	 
	(d)	 	Assumptions: The interest rate and mortality assumptions
specified for top-heavy status determination purposes in any defined
benefit plan included in the Aggregation Group that includes the
Plan.
	 
	(e)	 	Determination Date: For the first Plan Year of any plan, the
last day of such Plan Year and for each subsequent Plan Year of such
plan, the last day of the preceding Plan Year.
	 
	(f)	 	Key Employee: A “key employee” as defined in Code Section
416(i) and the Treasury regulations thereunder.
	 
	(g)	 	Plan Year: With respect to any plan, the annual accounting
period used by such plan for annual reporting purposes.
	 
	(h)	 	Remuneration: Compensation as defined in Article I.
	 
	(i)	 	Valuation Date: With respect to any Plan Year of any defined
contribution plan, the most recent date within the twelve-month
period ending on a Determination Date as of which the trust fund
established under such plan was valued and the net income (or loss)
thereof allocated to participants’ accounts. With respect to any
Plan Year of any defined benefit plan, the most recent date within a
twelve-month period ending on a Determination Date as of which the
plan assets were valued for purposes of computing plan costs for
purposes of the requirements imposed under Code Section 412.






	17.3	 	Top-Heavy Status. The Plan shall be deemed to be top-heavy for a Plan
Year if, as of the Determination Date for such Plan Year, (i) the sum of
Account Balances of Participants who are Key Employees exceeds 60% of the
sum of Account Balances of all Participants unless an Aggregation Group
including the Plan is not top-heavy or (ii) an Aggregation Group including
the Plan is top-heavy. An Aggregation Group shall be deemed to be
top-heavy as of a Determination Date if the sum (computed in accordance
with Code Section 416(g)(2)(B) and the Treasury regulations promulgated
thereunder) of (i) the Account Balances of Key Employees under all defined
contribution plans included in the Aggregation Group and (ii) the Accrued
Benefits of Key Employees under all defined benefit plans included in the
Aggregation Group exceeds 60% of the sum of the Account Balances and the
Accrued Benefits of all individuals under such plans. Notwithstanding the
foregoing, the Account Balances and Accrued Benefits of individuals who
are not Key Employees in any Plan Year but who were Key Employees in any
prior Plan Year shall not be considered in determining the top-heavy
status of the Plan for such Plan Year. Further, notwithstanding the
foregoing, the Account Balances and Accrued Benefits of individuals who
have not performed services for the Employer




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		 	or any Controlled Entity at any time during the five-year period ending
on the applicable Determination Date shall not be considered.
	 
	17.4	 	Top-Heavy Vesting Schedule. If the Plan is determined to be top-heavy
for a Plan Year, the Vested Interest in the Employer Contribution Account
of each Participant who is credited with an Hour of Service during such
Plan Year shall be determined in accordance with the following schedule:





	 	 	 	 	 	 	 
	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	%








	17.5	 	Top-Heavy Contribution.






	(a)	 	If the Plan is determined to be top-heavy for a Plan Year,
the Employer shall contribute to the Plan for such Plan Year on
behalf of each Participant who is not a Key Employee and who has not
terminated his employment as of the last day of such Plan Year an
amount equal to:
	 
	(b)	 	The lesser of (i) 3% of such Participant’s Remuneration for
such Plan Year or (ii) a percent of such Participant’s Remuneration
for such Plan Year equal to the greatest percent determined by
dividing for each Key Employee the amounts allocated to such Key
Employee’s Salary Reduction Contribution Account and Employer
Contribution Account for such Plan Year by such Key Employee’s
Remuneration; reduced by
	 
	(c)	 	The amount of Employer Retirement Savings Contributions
allocated to such Participant’s Employer Contribution Account for
such Plan Year.






	(1)	 	The minimum contribution required to be made for
a Plan Year pursuant to this Section for a Participant
employed on the last day of such Plan Year shall be made
regardless of whether such Participant is otherwise ineligible
to receive an allocation of the Employer’s contributions for
such Plan Year.
	 
	(2)	 	Notwithstanding the foregoing, if the Plan is
deemed to be top-heavy for a Plan Year, the Employer’s
contribution for such Plan Year pursuant to this Section shall
be increased by substituting “4%” in lieu of “3%” in Clause
(i) hereof to the extent that the Directors determine to so
increase such contribution to comply with the provisions of
Code Section 416(h)(2).






	(d)	 	Notwithstanding the foregoing, no contribution shall be made
pursuant to this Section for a Plan Year with respect to a
Participant who is a participant in another defined contribution
plan sponsored by the Employer or a Controlled




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	 	 	Entity if such Participant receives under such other defined
contribution plan (for the plan year of such plan ending with or
within the Plan Year of the Plan) a contribution that is equal to
or greater than the minimum contribution required by Code Section
416(c)(2).
	 
	(e)	 	Notwithstanding the foregoing, no contribution shall be made
pursuant to this Section for a Plan Year with respect to a
Participant who is a participant in a defined benefit plan sponsored
by the Employer or a Controlled Entity if such Participant accrues
under such defined benefit plan (for the plan year of such plan
ending with or within the Plan Year of this Plan) a benefit that is
at least equal to the benefit described in Code Section 416(c)(1).
If the preceding sentence is not applicable, the requirements of
this Section shall be met by providing a minimum benefit under such
defined benefit plan which, when considered with the benefit
provided under the Plan as an offset, is at least equal to the
benefit described in Code Section 416(c)(1).






	17.6	 	Termination of Top-Heavy Status. If the Plan has been deemed to be
top-heavy for one or more Plan Years and thereafter ceases to be
top-heavy, the provisions of this Article shall cease to apply to the Plan
effective as of the Determination Date on which it is determined no longer
to be top-heavy. Notwithstanding the foregoing, the Vested Interest of
each Participant as of such Determination Date shall not be reduced and,
with respect to each Participant who has three or more years of Vesting
Service on such Determination Date, the Vested Interest of each such
Participant shall continue to be determined in accordance with the
schedule Article VII.






	17.7	 	Effect of Article. Notwithstanding anything contained herein to the
contrary, the provisions of this Article shall automatically become
inoperative and of no effect to the extent not required by the Code or
ERISA.





* * * * *






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XVIII.

EGTRRA PROVISIONS





	18.1	 	General. This Article reflects certain provisions of the Economic Growth
and Tax Relief Reconciliation Act of 2001 (“EGTRRA”). This Article is
intended as good faith compliance with the requirements of EGTRRA and is
to be construed in accordance with EGTRRA and the guidance issued
thereunder. This Article shall, to the extent not otherwise consistent,
supercede the foregoing provisions of the Plan to the extent those
provisions are inconsistent with the provisions of this Article.






	18.2	 	Amendment to Provisions Governing Code Section 415 Limitation. Except to
the extent permitted under Section 18.8 below and Code Section 414(v), if
applicable, the annual addition that may be contributed or allocated to a
participant’s account under the Plan for any limitation year shall not
exceed the lesser of:






	(a)	 	$40,000, as adjusted for increases in the cost-of-living
under Code Section 415(d), or
	 
	(b)	 	100 percent of the participant’s compensation, within the
meaning of Code Section 415(c)(3), for the limitation year.





The compensation limit referred to in (b) above shall not apply to any
contribution for medical benefits after separation from service (within the
meaning of Code Section 401(h) or 419A(f)(2)), which is otherwise treated as an
annual addition. This Section shall be effective for limitation years
beginning after December 31, 2001. (For clarity, the language of this provision
also is incorporated in Section 4.6(c) above.)




	18.3	 	Increase in Compensation Limit. The annual compensation of each
Participant taken into account in determining allocations for any Plan
Year beginning after December 31, 2001, shall not exceed $200,000, as
adjusted for cost-of-living increases in accordance with Code Section
401(a)(17)(B). Annual compensation means compensation during the Plan
Year or such other consecutive 12-month period over which compensation is
otherwise determined under the Plan (the determination period). The
cost-of-living adjustment in effect for a calendar year applies to annual
compensation for the determination period that begins with or within such
calendar year. (For clarity, the language of this provision is
incorporated in Section 1.1(g) above.)






	18.4	 	Modification Of Top-Heavy Rules. This Section shall apply for purposes
of determining whether the Plan is a top-heavy plan under Code Section
416(g) for plan years beginning after December 31, 2001, and whether the
Plan satisfies the minimum benefits requirements of Code Section 416(c)
for such years. This Section amends the top-heavy provisions of the Plan.






	(a)	 	“Key employee” shall mean any employee or former employee
(including any deceased employee) who at any time during the Plan
Year that includes the determination date was an officer of the
Employer having annual compensation greater than $130,000 (as
adjusted under Code Section 416(i)(1) for Plan Years




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	 	 	beginning after December 31, 2002), a 5-percent owner of the
Employer, or a 1-percent owner of the Employer having annual
compensation of more than $150,000. For this purpose, annual
compensation means compensation within the meaning of Code Section
415(c)(3). The determination of who is a key employee will be made
in accordance with Code Section 416(i)(1) and the applicable
regulations and other guidance of general applicability issued
thereunder.
	 
	(b)	 	The following provisions shall apply for purposes of
determining the present values of accrued benefits and the amounts
of account balances of employees as of the determination date.






	(1)	 	The present values of accrued benefits and the
amounts of account balances of an employee as of the
determination date shall be increased by the distributions
made with respect to the employee under the Plan and any plan
aggregated with the Plan under Code Section 416(g)(2) during
the 1-year period ending on the determination date. The
preceding sentence shall also apply to distributions under a
terminated plan which, had it not been terminated, would have
been aggregated with the Plan under Code Section
416(g)(2)(A)(i). In the case of a distribution made for a
reason other than separation from service, death, or
disability, this provision shall be applied by substituting
“5-year period” for “1-year period.”
	 
	(2)	 	The accrued benefits and accounts of any
individual who has not performed services for the employer
during the 1-year period ending on the determination date
shall not be taken into account.






	(c)	 	Matching contributions. Employer matching contributions
shall be taken into account for purposes of satisfying the minimum
contribution requirements of Code Section 416(c)(2) and the Plan.
The preceding sentence shall apply with respect to matching
contributions under the Plan or, if the Plan provides that the
minimum contribution requirement shall be met in another plan, such
other plan. Employer matching contributions that are used to
satisfy the minimum contribution requirements shall be treated as
matching contributions for purposes of the actual contribution
percentage test and other requirements of Code Section 401(m).






	18.5	 	Amendment to Direct Rollover Rules.






	(a)	 	For purposes of the direct rollover provisions of the Plan,
an eligible retirement plan shall also mean an annuity contract
described in Code Section 403(b) and an eligible plan under Code
Section 457(b) which is maintained by a state, political subdivision
of a state, or any agency or instrumentality of a state or political
subdivision of a state and which agrees to separately account for
amounts transferred into such plan from this plan. The definition

of eligible retirement plan shall also apply in the case of a
distribution to a surviving spouse, or to a




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	 	 	spouse or former spouse who is the alternate payee under a
qualified domestic relation order, as defined in Code Section
414(p).
	 
	(b)	 	For purposes of the direct rollover provisions of the Plan,
any amount that is distributed on account of hardship shall not be
an eligible rollover distribution and the distributee may not elect
to have any portion of such a distribution paid directly to an
eligible retirement plan.
	 
	(c)	 	For purposes of the direct rollover provisions in the Plan, a
portion of a distribution shall not fail to be an eligible rollover
distribution merely because the portion consists of after-tax
employee contributions that are not includible in gross income.
However, such portion may be transferred only to an individual
retirement account or annuity described in Code Section 408(a) or
(b), or to a qualified defined contribution plan described in Code
Sections 401(a) or 403(a) that agrees to separately account for
amounts so transferred, including separately accounting for the
portion of such distribution which is includible in gross income and
the portion of such distribution which is not so includible.






	18.6	 	Rollovers from Other Plans. The Employer, operationally and on a
nondiscriminatory basis, may limit the source of rollover contributions
that may be accepted by this Plan.






	18.7	 	Rollovers Disregarded in Involuntary Distributions. This Section shall
be effective for distributions made after December 31, 2001, and shall
apply to all participants. For purposes of the Sections of the Plan that
provide for the involuntary distribution of vested accrued benefits of
$5,000 or less, the value of a Participant’s nonforfeitable account
balance shall be determined without regard to that portion of the account
balance that is attributable to rollover contributions (and earnings
allocable thereto) within the meaning of Code Sections 402(c), 403(a)(4),
403(b)(8), 408(d)(3)(A)(ii), and 457(e)(16). If the value of the
participant’s nonforfeitable account balance as so determined is $5,000 or
less, then the Plan shall immediately distribute the participant’s entire
nonforfeitable account balance.






	18.8	 	Amendment to the Contribution Provisions of the Plan






	(a)	 	Effective January 1, 2002, all employees who are eligible to
make elective deferrals under this Plan and who have attained age 50
before the close of the Plan Year shall be eligible to make catch-up
contributions in accordance with, and subject to the limitations of,
Code Section 414(v). Such catch-up contributions shall not be taken
into account for purposes of the provisions of the Plan implementing
the required limitations of Code Sections 402(g) and 415. The Plan
shall not be treated as failing to satisfy the provisions of the
Plan implementing the requirements of Code Sections 401(k)(3),
401(k)(11), 401(k)(12), 410(b), or 416, as applicable, by reason of
the making of such catch-up contributions.
	 
	(b)	 	The multiple use test described in Treasury Regulation
Section 1.401(m)-2 and the Plan shall not apply for plan years
beginning after December 31, 2001.




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	(c)	 	No participant shall be permitted to have elective deferrals
made under this Plan, or any other qualified plan maintained by the
Employer during any taxable year, in excess of the dollar limitation
contained in Code Section 402(g) in effect for such taxable year,
except to the extent permitted under Subsection (a) above and Code
Section 414(v), if applicable.
	 
	(d)	 	The election made pursuant to this Section shall be submitted
as a separate election from a Participant’s deferral election for
Salary Reduction Contributions under Section 3.1 above.






	18.9	 	Suspension Period Following Hardship Distribution. A participant who
receives a distribution of elective deferrals after December 31, 2001, on
account of hardship shall be prohibited from making elective deferrals and
employee contributions under this and all other plans of the employer for
6 months after receipt of the distribution. A participant who receives a
distribution of elective deferrals in calendar year 2001 on account of
hardship shall be prohibited from making elective deferrals and employee
contributions under this and all other plans of the employer for the
period specified in Section 6.2 above. (For clarity, the language of this
provision is incorporated in Section 6.2(c) above.)
	 
	18.10	 	Distributions following a Severance from Employment. A participant’s
elective deferrals, qualified nonelective contributions, qualified
matching contributions, and earnings attributable to these contributions
shall be distributed on account of the participant’s severance from
employment. However, such a distribution shall be subject to the other
provisions of the Plan regarding distributions, other than provisions that
require a separation from service before such amounts may be distributed.
	 
	 	 	Executed this 19th day of December, 2003.





	 	 	 	 	 
	 	 	Dell Inc.
	 
	 	 	 	 
	

	 	By:  
	 	/s/ KATHLEEN ANGEL
	

	 	 	 	

	

	 	 	 	Kathleen Angel, Director of Global

Benefits & International Compensation








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