Dell 2007 Annual Report Download - page 167

ARTICLE X
Plan Sponsor and Participating Employers
10.1. Employer Action
Whenever the Employer is permitted or required to do or perform any act under this Agreement, it shall be done and performed by the Benefits
Administration Committee or where applicable a person duly authorized to do or perform the act by its legally constituted authority.
10.2. Plan Amendment
(a) At any time the Plan Sponsor, by formal written action, may amend or modify this Agreement in any manner it deems necessary or desirable,
retroactively or prospectively, subject to the following provisions of this Article. The Trustee need only join in an amendment if it affects any
duty of such Trustee.
(b) The Plan Sponsor must make all amendments in writing, signed by the duly authorized person(s) with the legally constituted authority of the
Plan Sponsor and joined in, if required by the last sentence of subparagraph (a), by the Trustee. An amendment shall become effective upon
execution by the duly authorized person(s), and if required by the last sentence of subparagraph (a), by execution of the Trustee. Each
amendment must state the date on which it is either retroactively or prospectively effective.
(c) Unless it is made to secure the approval of the Commissioner of the Internal Revenue Service or other governmental bureau or agency, no
amendment or modification of this Agreement by the Plan Sponsor shall:
(i) operate retroactively to reduce or divest the then vested interest in any Individual Accounts or to reduce or divest any benefit then
payable hereunder unless all Participants, Former Participants and Beneficiaries then having Individual Accounts or benefit payments
affected thereby shall consent to the amendments or modifications;
(ii) directly or indirectly affect any Participant's Nonforfeitable percentage outside the protection of Treas. Reg. § 1.411(a)(8);
(iii) decrease a Participant's accrued benefit, except to the extent permitted under Code Section 412(c)(8), and reduce or eliminate Code
Section 411(d)(6) protected benefits determined immediately prior to the adoption date (or, if later, the effective date) of the
amendment, except as permitted by applicable Treasury Regulations. (An amendment reduces or eliminates Code Section 411(d)(6)
protected benefits if the amendment has the effect of either: (A) eliminating or reducing an early retirement benefit or a retirement-type
subsidy (as defined in applicable Treasury Regulations);
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