Administration by the Committee. The Plan shall be administered by the Committee. The Committee shall have the authority, responsibility and discretion to # interpret and construe the Plan, # select the Eligible Employees who will be offered participation in the Plan, # determine a Participant’s Accrued Benefit, Foreign Plan Benefit, Modified Accrued Benefit and Supplemental Retirement Benefit, # decide all questions arising under the Plan, including, without limitation, questions of eligibility for participation, eligibility for benefits and the time of the distribution thereof and # make all other determinations it deems necessary for the administration of the Plan. The Committee shall have the authority to deviate from the literal terms of the Plan to the extent the Committee shall determine to be necessary or appropriate to operate the Plan in compliance with the provisions of applicable law. All determinations made under the Plan by the Committee in good faith shall be final, binding and conclusive on all Participants, the Company and all other persons.

Administration by the Committee. The Plan shall be administered by the Committee. The Committee shall have full authority to administer the authority, responsibility and discretionPlan, including the discretionary authority to # interpret and construe all provisions of the Plan, # select the Eligible Employees who will be offered participation in the Plan, # determine a Participant’s Accrued Benefit, Foreign Plan Benefit, Modified Accrued Benefit and Supplemental Retirement Benefit, # decideto resolve all questions of fact arising under the Plan, including, without limitation, questions of eligibilityand to adopt such rules and regulations for participation, eligibility for benefits andadministering the timePlan as it may deem necessary or appropriate. Decisions of the distribution thereofCommittee shall be final and # makebinding on all other determinations it deems necessary forparties. The Committee may delegate administrative responsibilities under the administrationPlan to appropriate officers or employees of the Plan. The Committee shall have the authority to deviate from the literal termsCompany. All expenses of the Plan to the extent the Committee shall determine to be necessary or appropriate to operate the Plan in compliance with the provisions of applicable law. All determinations made under the Planborne by the Committee in good faith shall be final, binding and conclusive on all Participants, the Company and all other persons.Company.

Administration by the Committee. The Plan shall be administered by the Committee.Administration. The Committee shall have the authority, responsibilityfull power and discretionauthority to #administer and interpret the Plan and construe the Plan, # select the Eligible Employees who will be offered participation in the Plan, # determine a Participant’s Accrued Benefit, Foreign Plan Benefit, Modified Accrued Benefit and Supplemental Retirement Benefit, # decide all questions arising under the Plan,to establish rules for its administration including, without limitation, questionscorrecting any defect, supplying any omission or reconciling any inconsistency in this Plan in the manner and to the extent it shall deem necessary to carry this Plan into effect. All decisions of eligibility for participation, eligibility for benefitsthe Committee on any question concerning the selection of Participants and the time of the distribution thereofinterpretation and # make all other determinations it deems necessary for the administration of the Plan. The Committee shall have the authority to deviate from the literal terms of the Plan to the extent the Committee shall determine to be necessary or appropriate to operate the Plan in compliance with the provisions of applicable law. All determinations made under the Plan by the Committee in good faith shall be final, conclusive, and binding and conclusive onupon all Participants, the Company and all other persons.parties.

Administration by the Committee. The Plan shall be administered by the Committee. The Committee shall have the authority, responsibilityfull power, discretion, and discretionauthority to # interpret and construe the Plan, # select the Eligible Employees who will be offered participation in the Plan, # determine a Participant’s Accrued Benefit, Foreign Plan Benefit, Modified Accrued Benefit and Supplemental Retirement Benefit, # decide all questions arising under the Plan, including, without limitation, questions of eligibility for participation, eligibility for benefits and the time of the distribution thereof and # make all other determinations it deems necessary for the administration of the Plan. The Committee shall have the authority to deviate from the literal terms of the Plan to the extent the Committee shall determine to be necessary or appropriate to operateadminister the Plan in compliancea manner consistent with the provisionsPlan’s provisions. However, in no event shall the Committee have the power to determine Plan eligibility, or to determine the number, the value, the vesting period, or the timing of applicable law. All determinationsAwards to be made under the Plan by(all such determinations being automatic pursuant to the Committee in good faith shall be final, binding and conclusive on all Participants,provisions of the Company and all other persons.Plan).

Administration by the Committee. The Plan shall be administered by the Committee. The Committee shall have the authority, responsibilityauthority and discretion to # interpret and construe the Plan, # select the Eligible Employees who will be offered participation in the Plan, # determine a Participant’s Accrued Benefit, Foreign Plan Benefit, Modified Accrued Benefit and Supplemental Retirement Benefit, # decide all questions arising under the Plan, including, without limitation, questions of eligibility for participation, eligibility for benefitsto prescribe, amend and the time of the distribution thereofrescind rules and # make all other determinations it deems necessary forregulations relating to the administration of the Plan.Plan, and all such interpretations, rules and regulations shall be conclusive and binding on all Participants. The Committee shall havemay employ agents, attorneys, accountants, or other persons (who also may be employees of a Subsidiary) and allocate or delegate to them powers, rights, and duties, all as the authorityCommittee may consider necessary or advisable to deviate fromproperly carry out the literal termsadministration of the Plan to the extent the Committee shall determine to be necessary or appropriate to operate the Plan in compliance with the provisions of applicable law. All determinations made under the Plan by the Committee in good faith shall be final, binding and conclusive on all Participants, the Company and all other persons.Plan.

Administration by the Committee. The Plan shall be administered by the Committee. The Committee shall have the authority, responsibilitydiscretion and discretionauthority to # interpretmake, amend, interpret, and construe the Plan, # select the Eligible Employees who will be offered participation in the Plan, # determine a Participant’s Accrued Benefit, Foreign Plan Benefit, Modified Accrued Benefitenforce all appropriate rules and Supplemental Retirement Benefit, # decide all questions arising under the Plan, including, without limitation, questions of eligibility for participation, eligibility for benefits and the time of the distribution thereof and # make all other determinations it deems necessaryregulations for the administration of this Plan and # decide or resolve any and all questions including interpretations of this Plan and facts that are relevant to the administration of the Plan, as may arise in connection with the Plan. TheAny individual serving on the Committee who is a Participant shall have the authoritynot vote or act on any matter relating solely to deviate from the literal terms of the Plan to the extenthimself. When making a determination or calculation, the Committee shall determinebe entitled to be necessaryrely on information furnished by a Participant or appropriate to operate the Plan in compliance with the provisions of applicable law. All determinations made under the Plan by the Committee in good faith shall be final, binding and conclusive on all Participants, the Company and all other persons.an Employer.

Administration by the Committee. The Plan shall be administered by the Committee. The Committee shall have the authority, responsibilityauthority to interpret the Plan and discretion to # interpret and construe the Plan, # select the Eligible Employees who will be offered participation in the Plan, # determine a Participant’s Accrued Benefit, Foreign Plan Benefit, Modified Accrued Benefit and Supplemental Retirement Benefit, # decide all questions arising under the Plan, including, without limitation, questions of eligibility for participation, eligibility for benefits and the time of the distribution thereof and # make all other determinations it deems necessary fordecisions relating to the administration of the Plan. The Committee shall have the authority to deviate from the literal terms of the Plan to the extent the Committee shall determine to be necessarymay adopt such rules or guidelines as it deems appropriate to operateadminister the Plan in compliance with the provisions of applicable law. AllPlan. The Committee’s determinations made under the Plan by the Committee in good faith shall be final,final and binding and conclusive on all Participants, the Company and all other persons.

Administration byAuthority of the Committee. The Plan shall be administeredExcept as limited by law and subject to the Committee. The Committee shall have the authority, responsibility and discretion to # interpret and construeprovisions of the Plan, #the Committee will have full power to: select the Eligible Employees who will be offered participationeligible employees to participate in the Plan, #Plan; determine a Participant’s Accrued Benefit, Foreign Plan Benefit, Modified Accrued Benefitthe terms and Supplemental Retirement Benefit, # decideconditions of all questions arisingbenefits payable under the Plan, including, without limitation, questions of eligibilityPlan; construe and interpret the Plan and any agreement or instrument entered into under the Plan; and establish, amend or waive rules and regulations for participation, eligibility for benefits and the time ofPlan’s administration. Further, the distribution thereof and #Committee will make all other determinations it deems necessary for the administration of the Plan. The Committee shall have the authority to deviate from the literal terms of the Plan to the extent the Committee shall determine tothat may be necessary or appropriateadvisable to operateadminister the Plan in compliance withPlan. As permitted by law, the provisionsCommittee may delegate some or all of applicable law. All determinations madeits authority under the Plan by the Committee in good faith shall be final, binding and conclusive on all Participants, the Company and all other persons.Plan.

Administration by the Committee. The Plan shall be administered by the Committee. The Committee shall haveCommittee, subject to the authority, responsibility and discretion to # interpret and construeprovisions of the Plan, # selectshall adopt such rules as it may deem appropriate in order to carry out the Eligible Employees who will be offered participation in the Plan, # determine a Participant’s Accrued Benefit, Foreign Plan Benefit, Modified Accrued Benefit and Supplemental Retirement Benefit, # decide all questions arising under the Plan, including, without limitation, questions of eligibility for participation, eligibility for benefits and the time of the distribution thereof and # make all other determinations it deems necessary for the administrationpurpose of the Plan. The Committee shall have the authority to deviate from the literal termsAll questions of interpretation, administration, and application of the Plan toshall be determined by a majority of the extentmembers of the Committee, except that the Committee shall determinemay authorize any one or more of its members, or any officer or employee of the Company, to be necessaryexecute and deliver documents on behalf of the Committee. Any determination under or appropriaterelated to operate the Plan in compliance with the provisions of applicable law. All determinations made under the Plan by the Committee, the Company or their respective designees, as applicable, shall be: # in the sole and absolute discretion of the Committee, the Company or such designees; and # final and binding in all matters relating to the Plan and shall not be subject to review by the Participant or any Person. The Committee, from time to time, may employ other agents and delegate to them such administration duties as it deems necessary, and, from time to time, may consult with counsel. No member of the Committee in good faithor officer of the Company shall be final, binding and conclusive on all Participants,liable for any act done or omitted to be done by such member or officer or by any other member of the Committee or officer of the Company in connection with the Plan, except for such member’s or officer’s own willful misconduct or as expressly provided by statute. All costs and all other persons.expenses involved in administration of the Plan shall be borne by the Company.

Administration by the Committee. The Plan shall be administered by the Committee.Administration. The Committee shall have the authority, responsibility and discretion to # interpret and construe the Plan, #prescribe, amend, and rescind rules relating to it, select eligible Participants, and take all other actions necessary for its administration, which actions shall be final and binding upon all Participants. To the Eligible Employees who will be offered participation in the Plan, # determine a Participant’s Accrued Benefit, Foreign Plan Benefit, Modified Accrued Benefit and Supplemental Retirement Benefit, # decideextent permitted by law, all questions arising under the Plan, including, without limitation, questions of eligibility for participation, eligibility for benefits and the timemembers of the distribution thereof and # make all other determinations it deems necessary forBoard of Directors, including the administrationmembers of the Plan. The CommitteeCommittee, shall havebe indemnified and held harmless by the authorityCompany with respect to deviate from the literal termsany loss, cost, liability or expense that may be reasonably incurred in connection with any claim, action, suit or proceeding which arises by reason of the Plan to the extent the Committee shall determine to be necessaryany act or appropriate to operate the Plan in compliance with the provisions of applicable law. All determinations madeomission under the Plan by the Committeeso long as such act or omission is taken in good faith shall be final, binding and conclusive on all Participants,within the Company and all other persons.scope of the authority delegated herein.