Dell 2003 Annual Report Download - page 164

Employers to set aside any funds, but the Employers may set aside funds if they choose to do so.
(b) The Company, in its sole discretion, may establish the Trust and enter into the Trust Agreement. Any such Trust, and any assets held by such Trust, to
assist the Employers in meeting its obligations under the Plan shall be a "rabbi trust." The Employers may transfer money or other property to the
Trustee, and the Trustee shall pay Plan benefits to Participants and their beneficiaries out of the Trust Fund unless otherwise paid by the Company. In
such event, the Company shall remain the owner of all assets in the Trust Fund, and the assets held in the Trust Fund shall be subject to the claims of
Company creditors if the Company becomes "insolvent" as described in Subsection (c) below. No Participant or beneficiary shall have any preferred
claim to, or any beneficial ownership interest in, any assets of the Trust Fund.
(c) The Company shall be considered "insolvent" if (i) the Company is unable to pay its debts as they become due or (ii) the Company is subject to a
pending proceeding as a debtor under the United Sates Bankruptcy Code (or any successor federal statute).
(d) The chief executive officer of the Company and the Directors shall each have the duty to inform the Trustee in writing if the Company becomes
insolvent. Such notice given under the preceding sentence by any one party shall satisfy each party's duty to give notice. When so informed, the
Trustee shall suspend payments to the Participants and beneficiaries and hold the assets for the benefit of the Company's general creditors. If the
Trustee receives a written allegation that the Company is insolvent, the Trustee shall suspend payments to the Participants and beneficiaries and hold
the Trust Fund for the benefit of the Company's general creditors and shall determine within the period specified in the Trust Agreement, or, in the
absence of a specified period, within a reasonable period of time, whether the Company is insolvent. If the Trustee determines that the Company is not
insolvent, the Trustee shall resume payments to the Participants and beneficiaries. In the case of insolvency of the Company or any Affiliate
designated to participate in the Plan pursuant to Section 11.1, only the assets contributed to the Trust, if any, by the Company or such Affiliate,
whichever is insolvent, shall be subject to the claims of such insolvent entity.
(e) All expenses incident to the administration of the Plan and Trust, including but not limited to, legal, accounting, Trustee fees, and expenses of the
Committee, may be paid by the Company and, if not so paid, shall be paid by the Trustee from the Trust Fund, if any.
(f) All income, profits, recoveries, contributions, forfeitures and any and all moneys, securities, and properties of any kind at any time received or held by
the Trustee, if any, shall be held for investment purposes as a commingled Trust Fund pursuant to the terms of the Trust Agreement. The Committee
shall maintain Accounts in the name of each Participant, but the maintenance of Accounts designated as Accounts of a Participant shall not mean that
such Participant shall have a greater or lesser interest than that due him under the terms of the Plan and shall not be considered as
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