Dell 2007 Annual Report Download - page 172

further delineating the indemnification agreement of this Section, provided the letter agreement is consistent with and does not violate ERISA.
(i) Each Participating Employer shall be deemed to be a part of this Plan; however, each Participating Employer shall be deemed to have
designated irrevocably the Plan Sponsor as its agent in all of its relations with the Trustee, the Committee and the Administrator under this
Agreement.
(j) Any Participating Employer shall be permitted to discontinue or revoke its participation in this Plan. Upon any discontinuance or revocation,
satisfactory evidence thereof and of any applicable conditions imposed shall be delivered to the Trustee. The Trustee shall thereafter transfer,
deliver and assign Contracts and other Trust Fund assets allocable to the Participants of the Participating Employer to the new plan as shall
have been designated by the Participating Employer, if it has established a separate employee benefit pension plan for its employees. If no
successor plan is designated, the Trustee shall retain the assets for the Employees of the Participating Employer under this Article X. No part
of the corpus or income of the Trust Fund relating to the Participating Employer shall be used for or diverted to purposes other than the
exclusive benefit of the Employees of the Participating Employer and the Beneficiaries of the Employees.
(k) A withdrawal by any Participating Employer without any provision for the continuation of a plan for its Employees or, if the Participating
Employer is a recipient of the services of Leased Employees, for its Leased Employees, shall constitute a termination of the Plan with respect
to that Participating Employer. Withdrawal from the Plan by any Participating Employer shall not affect the continued operation of the Plan
with respect to the other Employers; provided, however, in the event of the withdrawal of a Participating Employer which is a member of a
group of Related Employers with respect to which the Plan constitutes a single plan and in the event that provision is made for the
continuation of a defined contribution plan for its Employers separate and distinct from the Plan herein set forth, the share of the assets of the
Trust Fund allocable to such group of Employers that is transferred to such other Plan shall be determined by the Committee subject to the
provisions of Section 15.2.
(l) If the Plan Sponsor discontinues or terminates the Plan under Subsection 10.3(a) above, the provisions of Subsection 10.5(d) shall govern the
portion of the Plan which covers employees of a Participating Employer.
10.6.
Authority of Administrator over Participating Employers
The Administrator shall have the authority to make any and all necessary rules or regulations binding on all Participating Employers and all
Participants and Beneficiaries to effectuate the purposes of this Article.
10.7.
Deficiency of Earnings or Profits 32