The Administrator has the discretionary power and authority to make all determinations necessary for administration of the Plan, except those determinations that the Plan requires others to make, and to construe, interpret, apply and enforce the provisions of the Plan and its operation whenever necessary to carry out its intent and purpose and to facilitate its administration, including, without limitation, the discretionary power and authority to determine eligibility for benefits and to remedy ambiguities, inconsistencies, omissions and erroneous benefit calculations. In the exercise of its discretionary power and authority, the Administrator will treat all persons determined by the Administrator to be similarly situated in a uniform manner. All acts and decisions of the Administrator made in good faith are binding on all interested persons.

Powers of the Administrator. The Administrator hasand any of its delegates shall administer the discretionaryPlan in accordance with its terms and shall have all powers, authority, and discretion necessary or proper for such purpose. In furtherance of this duty, the Administrator shall have the sole and exclusive power and authoritydiscretion to make all determinations necessary for administration offactual determinations, construe and interpret the Plan, except those determinations thatincluding the Plan requires others to make, and to construe, interpret, apply and enforce the provisionsintent of the Plan and its operation whenever necessary to carry out its intent and purpose and to facilitate its administration, including, without limitation,any ambiguous, disputed or doubtful provisions of the discretionary power and authority to determine eligibility for benefits and to remedy ambiguities, inconsistencies, omissions and erroneous benefit calculations. In the exercisePlan. All findings, decisions, or determinations of its discretionary power and authority, the Administrator will treat all persons determinedany type made by the Administrator to be similarly situated in a uniform manner. All actsAdministrator, including factual determinations and decisionsany interpretation or construction of the Administrator made in good faith arePlan, shall be final and binding on all interested persons.parties and shall not be disturbed unless the Administrator's decisions are arbitrary and capricious. The Administrator shall be the sole judge of the standard of proof required in any claim for benefits and/or in any question of eligibility for a benefit. By way of example, the Administrator shall have the sole and exclusive power and discretion:

Administrator's discretion/nondiscriminatory administration. The Administrator has the discretionary powertotal and authoritycomplete discretion to make all determinations necessary for administration of the Plan, except those determinations that the Plan requires others to make,interpret and to construe, interpret, apply and enforce the provisions ofconstrue the Plan and its operation whenever necessary to carry out its intent and purpose and to facilitate its administration, including, without limitation, the discretionary power and authority to determine eligibility for benefitsall questions arising in the administration, interpretation and to remedy ambiguities, inconsistencies, omissionsapplication of the Plan. Any determination the Administrator makes under the Plan is final and erroneous benefit calculations. In thebinding upon any affected person. The Administrator must exercise all of its discretionary powerPlan powers and authority, the Administrator will treatdiscretion, and perform all persons determined by the Administrator to be similarly situatedof its duties in a uniform manner. All acts and decisions of the Administrator made in good faith are binding on all interested persons.nondiscriminatory manner.

The Administrator hasshall have no power to add to, subtract from, or modify any of the discretionary power and authority to make all determinations necessary for administrationterms of the Plan, except those determinations thator to change or add to any benefits provided by the Plan requires othersPlan, or to make,waive or fail to apply any requirements of eligibility for any benefits under the Plan. The Administrator shall have the exclusive discretionary authority to construe and to construe, interpret, apply and enforceinterpret the provisionsPlan, to decide all questions of the Plan and its operation whenever necessary to carry out its intent and purpose and to facilitate its administration, including, without limitation, the discretionary power and authority to determine eligibility for benefits and to remedy ambiguities, inconsistencies, omissionsdetermine the amount of such benefits, and erroneous benefit calculations. In the exercise of its discretionary powerdecisions on such matters are final and authority, the Administrator will treat all persons determined by the Administrator to be similarly situated in a uniform manner. All acts and decisions of the Administrator made in good faith are binding on all interested persons.conclusive.

Determination. The Plan Administrator hasshall make such determinations as may be required from time to time in the administration of this Plan. The Plan Administrator shall have the discretionary powerauthority and authorityresponsibility to make all determinations necessary for administration of the Plan, except those determinations that theinterpret and construe this Plan requires others to make,Statement and to construe, interpret, applydetermine all factual and enforcelegal questions under this Plan, including but not limited to the provisionsentitlement of Participants and Beneficiaries, and the amounts of their respective interests. Each decision of the Plan Administrator shall be final and binding upon all parties. Benefits under the Plan will be paid only if the Plan Administrator decides in its operation whenever necessarydiscretion that the applicant is entitled to carry out its intent and purpose and to facilitate its administration, including, without limitation, the discretionary power and authority to determine eligibility for benefits and to remedy ambiguities, inconsistencies, omissions and erroneous benefit calculations. In the exercise of its discretionary power and authority, the Administrator will treat all persons determined by the Administrator to be similarly situated in a uniform manner. All acts and decisions of the Administrator made in good faith are binding on all interested persons.them.

Determination. The Plan Administrator hasshall make such determinations as may be required from time to time in the administration of this Plan. The Plan Administrator shall have the discretionary powerauthority and authorityresponsibility to make all determinations necessary for administration of the Plan, except those determinations that theinterpret and construe this Plan requires others to make,Statement and to construe, interpret, applydetermine all factual and enforcelegal questions under this Plan, including but not limited to the provisionsentitlement of Participants and Beneficiaries, and the amounts of their respective interests. . Each decision of the Plan Administrator shall be final and binding upon all parties. Benefits under the Plan will be paid only if the Plan Administrator decides in its operation whenever necessarydiscretion that the applicant is entitled to carry out its intent and purpose and to facilitate its administration, including, without limitation, the discretionary power and authority to determine eligibility for benefits and to remedy ambiguities, inconsistencies, omissions and erroneous benefit calculations. In the exercise of its discretionary power and authority, the Administrator will treat all persons determined by the Administrator to be similarly situated in a uniform manner. All acts and decisions of the Administrator made in good faith are binding on all interested persons.them.

The Administrator has theshall have full responsibility and discretionary power and authority to make all determinations necessary forcontrol and manage the operation and administration of the Plan, except those determinations thatPlan. The Administrator is authorized to accept service of legal process on behalf of the Plan requires othersPlan. To the fullest extent permitted by applicable law, any action taken by the Administrator pursuant to make, and to construe, interpret, apply and enforce the provisionsa reasonable interpretation of the Plan shall be binding and its operation whenever necessary to carry out its intent and purpose and to facilitate its administration, including, without limitation, the discretionary power and authority to determine eligibility for benefits and to remedy ambiguities, inconsistencies, omissions and erroneous benefit calculations. In the exercise of its discretionary power and authority, the Administrator will treatconclusive on all persons determined byclaiming benefits under the AdministratorPlan, except to be similarly situated inthe extent that a uniform manner. All acts and decisionscourt of the Administrator made in good faith are binding on all interested persons.competent jurisdiction determines that such action was arbitrary or capricious.