Dell 2007 Annual Report Download - page 140

regulation applicable thereto. During such period, amounts that would otherwise be invested in Employer 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 securities.
4.3.
Pass-Through Voting of Employer Securities
To the extent permitted by Section 404(a) of ERISA, at each annual meeting and special meeting of the shareholders of the Employer, a Participant may
direct the voting of the number of whole shares of Employer Securities attributable to his Individual 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 Employer 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 Employer Securities at any such
meeting for which the Committee has not received, or is not subject to receiving, such voting instructions.
4.4.
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 Employer Securities. The Trustee shall exercise or sell any such rights or privileges as directed by the Committee. Employer
Securities received by the Trustee by reason of a stock split, stock dividend, or recapitalization shall be appropriately allocated to the Individual Accounts
of each affected Participant.
4.5.
Participant Rights
For purposes of this Article IV only, the Beneficiary of a deceased Participant and any Alternate Payee under a Qualified Domestic Relations Order (as
defined in Code Section 414(p)) shall have the rights of a Participant.
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