Duties and Powers of Committee. It shall be the duty of the Committee to conduct the general administration of the Plan in accordance with its provisions. The Committee shall have the power to interpret the Plan and Award Agreements, and to adopt such rules for the administration, interpretation and application of the Plan as are not inconsistent with the Plan, to interpret, amend or revoke any such rules and to amend the Plan or any Award Agreement; provided that the rights or obligations of the Grantee of the Award that is the subject of any such Award Agreement are not materially and adversely affected by such amendment without the consent of the Grantee, unless the Award itself otherwise expressly so provides.

Duties and Powers of Committee. It shall be the duty of the Committee to conduct the general administration of the Plan in accordance with its provisions. The Committee shall have the power to interpret the Plan and 1">the Award Agreements,3"> and to adopt such rules for the administration, interpretation and application of the Plan as are 5">not inconsistent with the Plan,5">consistent therewith, and to interpret, amend or revoke any such 7">rules and7">rules. The Committee shall also have the power to amend 9">the Plan or any Award 11">Agreement;11">Agreement, provided that the rights or obligations of the 13">Grantee13">Holder of the Award that is the subject of any such Award Agreement are not 15">materially15">affected adversely. Grants or Awards under the Plan need not be the same with respect to each Holder. In its absolute discretion, the Board may at any time and 17">adversely affected by such amendment without the consent17">from time to time exercise any and all rights and duties of the 19">Grantee, unless19">Committee under the 21">Award itself otherwise expressly so provides. 21">Plan, except with respect to matters which under Rule 16b-3, or any regulations or rules issued thereunder, are required to be determined in the sole discretion of the Committee. Notwithstanding the foregoing, the full Board, acting by a majority of its members in office, shall conduct the general administration of the Plan with respect to Awards granted to Independent Directors.