Dell 2007 Annual Report Download - page 168

or (B) except as provided by applicable Treasury Regulations, eliminating an optional form of benefit. The Committee must disregard
an amendment to the extent application of the amendment would fail to satisfy this paragraph. If the Committee must disregard an
amendment because the amendment would violate clause (A) or clause (B), the Committee must maintain a schedule of the early
retirement option or other optional forms of benefit the Plan must continue for the affected Participant); or
(iv) affect the rights, duties or responsibilities of the Trustees, the Plan Administrator or the Committee without the written consent or
approval of the Trustee, Administrator, or affected Committee member.
(d) If the vesting schedule described in Section 7.2 is amended, a Participant's vested interest in any contribution to which the vesting schedule in
Section 7.2 applied, shall not be less than the Nonforfeitable percentage determined as of the later of the effective date of the amendment or
the date of its adoption. A Participant with at least three (3) Years of Service on the last day of the election period described in this paragraph,
may elect to have the Nonforfeitable percentage of the Employer Contribution Accounts determined without regard to the amendment. If a
Participant fails to make an election, then the Participant shall be subject to the new vesting schedule. The election period shall commence on
the date the amendment is adopted or deemed to be made and shall end sixty (60) days after the latest of:
(i) the date of the adoption of the amendment;
(ii) the effective date of the amendment; or
(iii) the date the Participant receives written notice of the amendment from the Employer or Administrator.
(e) The Employer as Plan Sponsor, without the consent of any Participating Employer, may amend the Plan and Trust, from time to time, in order
to conform the Plan and Trust to any requirement for qualification of the Plan and Trust under the Code. The Plan Sponsor may not amend the
Plan in any manner which would modify any election made by a Participating Employer in its Participation Agreement without the
Participating Employer's written consent. Furthermore, the Plan Sponsor may not amend the Plan in any manner which would violate the
proscriptions of this Section 10.2. The Trustee does not have the power to amend the Plan and Trust.
10.3. Discontinuance, Termination of Plan
(a) The Plan Sponsor has the right, at any time, to suspend or discontinue its contributions under the Plan to the Trust Fund, and to terminate, at
any time, the Plan and the Trust created under this Agreement. The Plan will terminate on the first to occur of the following events:
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