Dell 2003 Annual Report Download - page 94

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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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