Administration. The Plan will be administered by the Executive Compensation and Human Resources Committee (“Committee”) of the Board of Directors of the Company. The Committee will have the sole, final and conclusive authority to administer, construe and interpret the Plan.

ADOPTION AND ADMINISTRATION OF THE PLAN. The Plan became effective as of January 1, 1982. The Plan shall be administered by the Executive Compensation and Human Resources Committee of the Board of Directors of the Corporation (the “Committee”). The Committee shall interpret, implement, and administer the Plan and, to the extent and the manner contemplated herein, it shall exercise the discretion granted to it as to the determination of who shall participate in the Plan, the terms and conditions under which key employees may participate or continue participating in the Plan, the size and terms of awards to each Participant (as defined below), and the time when such awards shall be granted to each Participant. Any action taken by the Committee with respect to the implementation, interpretation or administration of the Plan shall be final, conclusive and binding on the Corporation and each Participant.

“Committee” means the committee appointed by the Board to administer the Plan. Unless otherwise determined by the Board, the Committee shall be the Executive Compensation and Human Resources Committee of the Board.

The Plan shall be administered by the Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board”). The Committee shall have the discretion and authority to (a) administer and interpret the Plan, including the authority to establish one or more bonus programs under the Plan from time to time containing such terms and conditions as the Committee may determine or deem appropriate in its discretion, and (b) delegate authority to administer the Plan with respect to Awards to employees below the level of Vice President to the Company’s Chief Executive Officer.

Administration by Committee. The Committee shall be the plan administrator with respect to the Plan. The Company’s Vice President-Human Resources and any delegates duly operating under the authority of the Company’s Vice President-Human Resources shall serve as the Committee responsible for administration of the Plan, except that for all matters (including, without limitation, interpretation of the Plan) directly relating to participation, claims or benefits associated with individuals who are then [Section 16] Officers, the Committee shall be the Compensation and Benefits Committee of the Board of Directors of the Company.

Administration. The authority to control and manage the operation and administration of the Plan shall be vested in the Compensation Committee (the “Committee”) in accordance with this Section 5. The Committee shall be selected by the Board and shall consist of two or more members of the Board.

Administration. The Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) will have the sole discretion and authority to administer and interpret the Plan. All decisions and interpretations of the Compensation Committee hereunder, including its decisions with respect to the bonus opportunities, the measurement and achievement of established goals and any bonus payments to be made, will be made in its sole and absolute discretion and will be final and binding on all persons, including the Company and the Covered Executives (defined below).