Dell 2003 Annual Report Download - page 124

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 -56-