Dell 2007 Annual Report Download - page 176

(n) To direct the Trustee as to the exercise of rights or privileges to acquire, convert, or exchange Employer Stock; and
(o) To establish or designate Investment Funds as investment options under the Plan as provided in Article IV.
The Committee must exercise all of its powers, duties, and discretion under the Plan in a uniform and nondiscriminatory manner.
11.4. Committee Reliance
The Trustee may rely without question on any notices or other documents received from the Committee. The Plan Sponsor and each Participating
Employer shall furnish the Committee with all data and information available to the Employer, which the Committee may reasonably require to
perform its functions under this Agreement. The Committee may rely without question on any data or information furnished by the Plan Sponsor and
each Participating Employer.
11.5. Committee Authority
Any and all disputes which may arise involving Participants, Former Participants, Beneficiaries and/or the Trustee shall be referred to the
Committee, and its decisions shall be final and conclusive regarding all affected persons. Furthermore, if any issue arises concerning the meaning,
interpretation or application of any provisions of this Agreement, the decision of the Committee on any issue shall be final.
11.6. Conflicts in Interest
Notwithstanding any other provisions of this Agreement, no member of the Committee shall vote or act on any matter involving the Committee
member's rights, benefits or other participation under this Agreement.
11.7. Appointment of Agent and Legal Counsel
The Committee may engage agents to assist it and may engage legal counsel who may be counsel for the Plan Sponsor. The Committee shall not be
responsible for any action taken or omitted to be taken on the advice of counsel. All reasonable expenses incurred by the Committee shall be paid by
the Plan Sponsor.
11.8. Appointment of Investment Manager
The Committee may delegate investment management authority pertaining to all or a portion of the Plan assets by appointing an Investment
Manager(s) and may authorize payment of the fees and expenses of the Investment Manager(s) from the Plan assets. For purposes of this Agreement,
any Investment Manager so appointed shall, during the period of appointment, possess fully and absolutely those powers, rights and duties of the
Trustee (to the extent delegated by the Committee) regarding the investment or reinvestment of that portion of the Plan assets over which the
Investment Manager has 36