Plan Administration. The Administrative Committee appointed by the Board of Directors, or such other committee as may be appointed by the Board of Directors from time to time, shall serve as the Plan Administrator. The Plan Administrator is responsible for the general administration and management of this Plan and shall have all powers and duties necessary to fulfill its responsibilities, including, but not limited to, the discretion to interpret and apply this Plan and to determine all questions relating to eligibility for benefits. This Plan shall be interpreted in accordance with its terms and their intended meanings. However, the Plan Administrator and all plan fiduciaries shall have the discretion to interpret or construe ambiguous, unclear, or implied (but omitted) terms in any fashion they deem to be appropriate in their sole discretion, and to make any findings of fact needed in the administration of this Plan. The validity of any such interpretation, construction, decision, or finding of fact shall not be given de novo review if challenged in court, by arbitration, or in any other forum, and shall be upheld unless clearly arbitrary or capricious.

Plan Administration. The Administrative Committee appointed by the Board of Directors, or such other committee as may be appointed by the Board of Directors from time to time, shall serve as the Plan Administrator. The Plan Administrator is responsible forshall have sole authority and discretion to administer and construe the general administration and managementterms of this Plan and shall have all powers and duties necessaryPlan, subject to fulfill its responsibilities, including, but not limited to,applicable requirements of law. Without limiting the discretion to interpret and apply this Plan and to determine all questions relating to eligibility for benefits. This Plan shall be interpreted in accordance with its terms and their intended meanings. However,generality of the foregoing, the Plan Administrator and all plan fiduciaries shall have complete discretionary authority to carry out the discretion to interpret or construe ambiguous, unclear, or implied (but omitted) terms in any fashion they deem to be appropriate in their sole discretion,following powers and to make any findings of fact needed in the administration of this Plan. The validity of any such interpretation, construction, decision, or finding of fact shall not be given de novo review if challenged in court, by arbitration, or in any other forum, and shall be upheld unless clearly arbitrary or capricious.duties:

The Plan Administration. The Administrative Committee appointedshall be administered by the Board of Directors, or such other committee as may be appointed by the Board of Directors from time to time, shall serve as the Plan Administrator.Committee. The Plan Administrator is responsible for the general administration and management of this Plan andCommittee shall have all powers and duties necessaryfull authority to fulfill its responsibilities, including, but not limited to,administer the discretionPlan, including the discretionary authority to interpret and apply this Planconstrue all provisions of the Plan, to resolve all questions of fact arising under the Plan, and to determineadopt such rules and regulations for administering the Plan as it may deem necessary or appropriate. Decisions of the Committee shall be final and binding on all questions relatingparties. The Committee may delegate administrative responsibilities under the Plan to eligibility for benefits. Thisappropriate officers or employees of the Company. All expenses of the Plan shall be interpreted in accordance with its terms and their intended meanings. However,borne by the Plan Administrator and all plan fiduciaries shall have the discretion to interpret or construe ambiguous, unclear, or implied (but omitted) terms in any fashion they deem to be appropriate in their sole discretion, and to make any findings of fact needed in the administration of this Plan. The validity of any such interpretation, construction, decision, or finding of fact shall not be given de novo review if challenged in court, by arbitration, or in any other forum, and shall be upheld unless clearly arbitrary or capricious.Company.

Plan Administration. The Administrative Committee appointedCompany shall be the Plan Administrator of the Plan. The Plan Administrator's responsibilities hereunder shall be carried out by its Senior Executive Vice President responsible for Human Resources matters. The authority to control and manage the Boardoperation and administration of Directors, or such other committee as maythe Plan shall be appointed by the Board of Directors from time to time, shall serve asvested in the Plan Administrator. The Plan Administrator is responsible forhas the general administrationexclusive right and management of this Plan and shall have all powers and duties necessarydiscretion to fulfill its responsibilities, including, but not limited to, the discretion toconstrue, interpret and apply thisthe provisions of the Plan and the entitlement to determine all questions relating to eligibility for benefits. Thisbenefits under the Plan shall be interpreted in accordance with its termsterms. The Plan Administrator may establish, adopt or revise such rules and their intended meanings. However,regulations as the Plan Administrator and all plan fiduciaries shall have the discretion to interpretmay deem necessary or construe ambiguous, unclear, or implied (but omitted) terms in any fashion they deem to be appropriate in their sole discretion, and to make any findings of fact needed inadvisable for the administration of thisthe Plan. Any decision made by the Plan Administrator on any matter within the Plan Administrator's discretion is conclusive, final and binding on all persons, and not subject to further review. The validityBenefit Plan Committee of any such interpretation, construction, decision,the Company shall grant or finding of fact shall not be given de novo review if challenged in court, by arbitration, or in any other forum,deny claims for benefits under the Plan and authorize disbursements. Adequate notice, pursuant to applicable law and prescribed Company practices, shall be upheld unless clearly arbitraryprovided in writing to any Participant or capricious.Beneficiary whose claim has been denied, setting forth the specific reasons for such denial. The review and appeal procedures for any Participant or Beneficiary whose claim has been denied shall be the same as those procedures set forth in the Pension Plan under which such Participant or Beneficiary is entitled to or received benefits.

The Plan Administration. The Administrative Committee appointedshall be administered by the Board of Directors, orPlan Administration Committee (hereinafter called “Administration Committee”). The Administration Committee shall have all such other committee aspowers that may be appointednecessary to carry out the provisions of the Plan, including, without reservation, the power to delegate administrative matters to other persons and to construe and interpret the Plan at any time or on any matter in the absence of any action by the Board of Directors from timeof the Company (the “Board”). Subject to time, shall serve as the Plan Administrator. The Plan Administrator is responsible forforegoing, all decisions and determinations by the general administration and management of this Plan and shall have all powers and duties necessary to fulfill its responsibilities, including, but not limited to, the discretion to interpret and apply this Plan and to determine all questions relating to eligibility for benefits. This PlanAdministration Committee shall be interpreted in accordance with its termsfinal, binding and their intended meanings. However,conclusive as to all parties – including the Plan AdministratorCompany, any personnel participating hereunder, and all plan fiduciaries shall have the discretion to interpret or construe ambiguous, unclear, or implied (but omitted) terms in any fashion they deem to be appropriate in their sole discretion,other employees and to make any findings of fact needed in the administration of this Plan. The validity of any such interpretation, construction, decision, or finding of fact shall not be given de novo review if challenged in court, by arbitration, or in any other forum, and shall be upheld unless clearly arbitrary or capricious.persons.

This Plan Administration. The Administrative Committee appointedwill be administered by the BoardPlan Administrator; provided, however, that actions of Directors, or such other committee as may be appointed by the Board of Directors from time to time, shall serve as the Plan Administrator.Administrator with respect to individuals who are not [Section 16] Officers will be subject to the supervision and direction of the Committee. The Plan Administrator is responsiblewill have full power and authority to # interpret the Plan, # make all determination under the Plan, # establish, amend, and rescind any rules, forms, or procedures as he, she, or it deems necessary for the generalproper administration of the Plan, # correct defects and managementambiguities, supply omissions, reconcile inconsistencies in the Plan, and # take any other action he, she, or it deems necessary or advisable in connection with the administration of the Plan. Any decision made, action taken, or interpretation made by the Plan Administrator that is not inconsistent with the provisions of this Plan will be final, conclusive, and shall havebinding on all powers and duties necessary to fulfill its responsibilities, including, but not limited to, the discretion to interpret and apply this Plan and to determine all questions relating to eligibility for benefits. This Plan shall be interpreted in accordance with its terms and their intended meanings. However, the Plan Administrator and all plan fiduciaries shall have the discretion to interpret or construe ambiguous, unclear, or implied (but omitted) terms in any fashion they deem to be appropriate in their sole discretion, and to make any findings of fact neededpersons interested in the administration of this Plan. The validity of any such interpretation, construction, decision, or finding of fact shall not be given de novo review if challenged in court, by arbitration, or in any other forum, and shall be upheld unless clearly arbitrary or capricious.

Plan Administration. The Administrative CommitteePlan will be administered by the person or persons (the “Administrator”) appointed by the Board of Directors, or such other committee as may be appointed by theCompany’s Board of Directors from(the “Board”) for such purpose. The Administrator has authority at any time to time, shall serve asto: # adopt, alter and repeal such rules, guidelines and practices for the administration of the Plan Administrator. The Plan Administrator is responsibleand for its own acts and proceedings as it shall deem advisable; # interpret the terms and provisions of the Plan; # make all determinations it deems advisable for the general administration of the Plan; # decide all disputes arising in connection with the Plan; and management# otherwise supervise the administration of this Planthe Plan. All interpretations and decisions of the Administrator shall havebe binding on all powerspersons, including the Company and duties necessarythe Participants. No member of the Board or individual exercising administrative authority with respect to fulfill its responsibilities, including, but not limited to, the discretion to interpret and apply this Plan and to determine all questions relating to eligibility for benefits. This Plan shall be interpretedliable for any action or determination made in accordancegood faith with its terms and their intended meanings. However,respect to the Plan Administrator and all plan fiduciaries shall have the discretion to interpret or construe ambiguous, unclear, or implied (but omitted) terms in any fashion they deem to be appropriate in their sole discretion, and to make any findings of fact needed in the administration of this Plan. The validity of any such interpretation, construction, decision, or finding of fact shall not be given de novo review if challenged in court, by arbitration, or in any other forum, and shall be upheld unless clearly arbitrary or capricious.option granted hereunder.

Section # Authority and Duties. It shall be the duty of the Plan Administration. The Administrative Committee appointedAdministrator, on the basis of information supplied to it by the Board of Directors, or such other committee as may be appointed byCompany and the Board of Directors from timeCommittee, to time, shall serve asproperly administer the Plan Administrator.Plan. The Plan Administrator is responsible for the general administration and management of this Plan and shall have all powersthe full power, authority, and duties necessary to fulfill its responsibilities, including, but not limited to, the discretion to interpretconstrue, interpret, and apply this Planadminister the Plan, to make factual determinations, to correct deficiencies therein, and to determine all questions relating to eligibility for benefits. This Plan shall be interpreted in accordance with its termssupply omissions. All decisions, actions, and their intended meanings. However,interpretations of the Plan Administrator shall be final, binding, and all plan fiduciaries shall haveconclusive upon the discretionparties, subject only to interpretdeterminations by the Plan Administrator, with respect to denied claims for Severance Benefits. The Plan Administrator may adopt such rules and regulations and may make such decisions as it deems necessary or construe ambiguous, unclear, or implied (but omitted) terms in any fashion they deem to be appropriate in their sole discretion, and to make any findings of fact needed indesirable for the proper administration of thisthe Plan. The validity of any such interpretation, construction, decision, or finding of fact shall not be given de novo review if challenged in court, by arbitration, or in any other forum, andPlan Administrator shall be upheld unless clearly arbitrary or capricious.a “named fiduciary” within the meaning of ERISA.

Plan Administration. The Administrative Committee appointed by4.2The Board shall be the Board of Directors, or such other committee as may be appointed by the Board of Directors from time to time, shall serve as the Plan Administrator. The Plan Administrator is responsible for the general administration and managementplan administrator of this Plan and shall be solely responsible for its general administration and interpretation and for carrying out the provisions hereof, and shall have all such powers and dutiesas many be necessary to fulfill its responsibilities, including, but not limited to, the discretion to interpret and apply this Plan and to determine all questions relating to eligibility for benefits. This Plan shall be interpreted in accordance with its terms and their intended meanings. However, the Plan Administrator and all plan fiduciariesdo so. The Board shall have the discretionright to interpretdelegate from time to time the administration of the Plan, in whole or construe ambiguous, unclear,in part, to any committee of the Board. The decisions made, and the actions taken, by the Board or implied (but omitted) terms in any fashion they deem to be appropriate in their sole discretion, and to make any findings of fact neededcommittee thereof in the administration of this Plan. The validity of any such interpretation, construction, decision, or finding of fact shall not be given de novo review if challenged in court, by arbitration, or in any other forum, andthe Plan shall be upheld unless clearly arbitraryfinal and conclusive on all persons, and no member of the Board or capricious.any committee thereof shall be subject to individual liability with respect to the Plan.

Plan Administration. The Administrative Committee appointed by the Board of Directors, or such other committee as may be appointed by the Board of Directors from time to time, shall serve as the Plan Administrator. The Plan Administrator is responsible for the general administration and management of this Plan and shall have all powers and duties necessary to fulfill its responsibilities, including, but not limited to, the discretion to interpret and apply this Plan and to determine all questions relating to eligibility for benefits. This Plan shall be interpreted in accordance with its terms and their intended meanings. However,administered by the Plan Administrator and all plan fiduciariesCommittee. The Committee shall have the discretionauthority to interpret or construe ambiguous, unclear, or implied (but omitted) terms in any fashion they deemthe Plan and make all other decisions relating to be appropriate in their sole discretion, and to make any findings of fact needed in the administration of thisthe Plan. The validity of anyCommittee may adopt such interpretation, construction, decision,rules or finding of fact shall not be given de novo review if challenged in court, by arbitration, or in any other forum, andguidelines as it deems appropriate to administer the Plan. The Committee’s determinations under the Plan shall be upheld unless clearly arbitrary or capricious.final and binding on all persons.