ADMINISTRATION OF PLAN. Full discretionary power and authority to construe, interpret and administer this Plan shall be vested in the Committee. The Committee shall have the power and authority to allocate among themselves and to delegate any responsibility or power reserved to it hereunder to any person or persons or any committee of the Board, as it may, in its sole discretion, deem appropriate. Pursuant to this Section 11, the Senior Vice President - Human Resources of the Company shall be delegated authority by the Committee to conduct administrative functions with respect to this Plan and make changes to this Plan as he deems appropriate, provided that such changes do not impact the investment options and any amounts payable or benefits granted under this Plan without first obtaining the approval of the Committee. Decisions of the Committee or its designee shall be final, conclusive and binding upon all persons affected thereby.

The Plan shall be vested inadministered by the Committee. The Committee shall have the power andfull authority to allocate among themselvesadminister the Plan, including the discretionary authority to interpret and construe all provisions of the Plan, to resolve all questions of fact arising under the Plan, and to delegate any responsibility or power reserved to it hereunder to any person or persons or any committee ofadopt such rules and regulations for administering the Board,Plan as it may, in its sole discretion,may deem appropriate. Pursuant to this [Section 11], the Senior Vice President - Human Resources of the Company shall be delegated authority by the Committee to conduct administrative functions with respect to this Plan and make changes to this Plan as he deems appropriate, provided that such changes do not impact the investment options and any amounts payablenecessary or benefits granted under this Plan without first obtaining the approval of the Committee.appropriate. Decisions of the Committee or its designee shall be final, conclusivefinal and binding uponon all persons affected thereby.parties. The Committee may delegate administrative responsibilities under the Plan to appropriate officers or employees of the Company. All expenses of the Plan shall be borne by the Company.