SUPPLEMENTAL RETIREMENT PLAN
FOR
SENIOR MANAGEMENT OF
FOOTSTAR, INC.




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TABLE OF CONTENTS
 ARTICLE 1. INTRODUCTION
    
    
    1ARTICLE 2. DEFINITIONS
    
    
    22.01 Actuarial Equivalent
    
    
    22.02 Beneficiary
    
    
    22.03 Benefit Commencement Date
    
    
    22.04 Board
    
    
    22.05 Cause
    
    
    22.06 Change in Control
    
    
    32.07 Committee
    
    
    42.08 Code
    
    
    42.09 Compensation
    
    
    42.10 Corporation
    
    
    52.11 Early Retirement Date
    
    
    52.12 Footstar
    
    
    52.13 Normal Retirement Date
    
    
    52.14 Participant
    
    
    52.15 Plan
    
    
    52.16 Retiree
    
    
    52.17 Retirement Administration Committee
    
    
    62.18 Service; Year of Service
    
    
    62.19 Supplemental Retirement Benefit
    
    
    62.20 Vested Retirement Benefit
    
    
    6ARTICLE 3. PARTICIPATION
    
    
    73.01 Eligible Executives
    
    
    73.02 Participation
    
    
    73.03 Reclassification
    
    
    7ARTICLE 4. SUPPLEMENTAL RETIREMENT BENEFIT
    
    
    84.01 Eligibility for Supplemental Retirement Benefit
    
    
    84.02 Normal Retirement Benefit
    
    
    84.03 Early Retirement Benefit
    
    
    84.04 Benefit Commencement Date
    
    
    84.05 Form of Benefit Payment
    
    
    9ARTICLE 5. DEATH BENEFIT
    
    
    105.01 Death After Early Retirement Date
    
    
    105.02 Death Prior to Early Retirement Date
    
    
    105.03 Death After Benefit Commencement Date
    
    
    115.04 Designation of Beneficiary
    
    
    11ARTICLE 6. PARTICIPANT OBLIGATIONS
    
    
    126.01 Confidentiality; Cooperation with Regard to Litigation
    
    
    126.02 Non-competition
    
    
    126.03 Non-solicitation of Employees
    
    
    136.04 Definitions
    
    
    13ARTICLE 7. CHANGE IN CONTROL
    
    
    147.01 Applicability
    
    
    147.02 Retirees and Beneficiaries At Time of Change in Control
    
    
    147.03 Termination of Employment Within 24 Months Following a Change in Control
    
    
    157.04 Termination of Employment More Than 24 Months Following a Change in Control
    
    
    16
 
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ARTICLE 8. FORFEITURE OF BENEFITS
    
    
    17ARTICLE 9. ADMINISTRATION
    
    
    189.01 Powers and Duties of the Committee
    
    
    189.02 Retirement Administration Committee
    
    
    189.03 Delegation of Duties
    
    
    189.04 Expenses
    
    
    189.05 Indemnification of Retirement Administration Committee
    
    
    199.06 Liability
    
    
    199.07 Appeals Procedure
    
    
    19ARTICLE 10. AMENDMENT OR TERMINATION
    
    
    20ARTICLE 11. GENERAL PROVISIONS
    
    
    2111.01 Right to Withhold Taxes
    
    
    2111.02 No Right to Continued Employment
    
    
    2111.03 Benefits Non-Assignable
    
    
    2111.04 Unfunded Plan
    
    
    2111.05 Mental or Physical Incompetency
    
    
    2111.06 Governing Laws
    
    
    2111.07 Severability
    
    
    21
 
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ARTICLE 1. INTRODUCTION
    
  
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ARTICLE 1. DEFINITIONS
  1.01 Actuarial Equivalent
  (a)
    
    Mortality: The 1983 Group Annuity Mortality Table
 (b)
    
    Interest: The Pension Benefit Guaranty Corporation rate used in the calculation of immediate
annuities applicable to the month that benefits will commence MINUS 0.5%.
 1.02 Beneficiary
  1.03 Benefit Commencement Date
  1.04 Board
  1.05 Cause
  unless
 
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1.06 Change in Control
 (a)
    
    Effective on and after January 1, 2005, Change in Control means (i) a change in the
ownership of Footstar as determined in accordance with Treasury Regulation section
1.409A-3(i)(5)(v), (ii) a change in effective control of Footstar as determined in accordance
with Treasury Regulation section 1.409A-3(i)(5)(vi), or (iii) a change in the
ownership of a substantial portion of the assets of Footstar as determined in accordance
with Treasury Regulation section 1.409A-3(i)(5)(vii).
 (b)
    
    Effective prior to January 1, 2005, Change in Control means any of the following
occurrences:
 (i)
    
    An acquisition by any Person of Beneficial Ownership of the shares of common
stock of Footstar then outstanding (the Footstar Common Stock Outstanding) or the
voting securities of Footstar then outstanding entitled to vote generally in the
election of directors (the Footstar Voting Securities Outstanding), if such
acquisition of Beneficial Ownership results in the Persons Beneficially Owning 25% or
more of Footstar Common Stock Outstanding or 25% or more of the combined voting power
of Footstar Voting Securities Outstanding; or
 (ii)
    
    The approval by the stockholders of Footstar of a reorganization, merger,
consolidation, complete liquidation or dissolution of Footstar, the sale or
disposition of all or substantially all of the assets of Footstar or similar corporate
transaction (in each case referred to in this Section 2.06(b) as a (Corporate
Transaction) or, if consummation of such Corporate Transaction is subject, at the
time of such approval by stockholders, to the consent of any government or
governmental agency, the obtaining of such consent (either explicitly or implicitly);
provided however, that any merger, consolidation, sale, disposition or other similar
transaction to or with a Participant or entities controlled by a Participant shall not
constitute a Corporate Transaction; or
 (iii)
    
    A change in the composition of the Board such that the individuals who, as
of the Effective Date, constitute the Board (such Board shall be hereinafter referred
to as the Incumbent Board) cease for any reason to constitute at least a majority of
the Board; provided however, for purposes of this Section 2.06(b), that any individual
who becomes a member of the Board subsequent to the Effective Date whose election, or
nomination for election by Footstars stockholders, was approved by a vote of at least
a majority of those individuals who are members of the Board and who were also members
of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be
considered as though such individual were a member of the Incumbent Board; and
provided, further, that any such individual whose initial assumption of office occurs
as a result of either an actual or threatened election contest (as such terms are used
in Rule 14a-11 of Regulation 14A under the Exchange Act, including any successor to
such Rule) or other actual or threatened solicitation of proxies or consents by or on
behalf of a Person other than the Board shall in no event be considered as a member of
the Incumbent Board.
 (iv)
    
    Notwithstanding the provisions set forth in paragraphs (a) and (b) above, the
following shall not constitute a Change in Control for purposes of this Section
2.06(b):
 (A)
    
    Any acquisition by or consummation of a Corporate Transaction
with any entity that was a subsidiary of Footstar immediately prior to the
transaction or an
 
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employee benefit plan (or related trust) sponsored or
maintained by Footstar or an entity that was a subsidiary of Footstar
immediately prior to the transaction if, immediately after such
transaction (including consummation of all related transactions), the
surviving entity is controlled by no Person other than such employee
benefit plan (or related trust) and/or other Persons who controlled
Footstar immediately prior to such transactions; or
 (B)
    
    Any acquisition or consummation of a Corporate Transaction
following which more than 50% of, respectively, the shares then outstanding of
common stock of the corporation resulting from such acquisition or Corporate
Transaction and the combined voting power of the voting securities then
outstanding of such corporation entitled to vote generally in the election of
directors is then Beneficially Owned, directly or indirectly, by all or
substantially all of the individuals and entities who were Beneficial Owners,
respectively, of the Footstar Common Stock Outstanding and Footstar Voting
Securities Outstanding immediately prior to such acquisition or Corporate
Transaction in substantially the same proportions as their ownership,
immediately prior to such acquisition or Corporate Transaction, of the
Footstar Common Stock Outstanding and Footstar Voting Securities Outstanding,
as the case may be.
 (v)
    
    For purposes of this Section 2.06(b),
 (A)
    
    The terms Beneficial Ownership, Beneficially Owning,
Beneficially Owned and Beneficial Owners shall have the meanings ascribed
to such terms in Rule 13d-3 under the Exchange Act (including any successor to
such rule).
 (B)
    
    The term Exchange Act means the Securities Exchange Act of
1934, as amended from time to time, or any successor act thereto.
 (C)
    
    The term Person shall have the meaning ascribed to such
term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and
14(d) thereof, including group as defined in Section 13(d) thereof.
 1.07 Committee
  1.08 Code
  1.09 Compensation
  (a)
    
    The average of the Participants annual rate of base pay for the highest three (3) years out
of the last ten (10) years ending with the year in which the Participants Compensation
Measurement Date occurs; plus
 (b)
    
    The Participants full target annual incentive compensation award in effect for the year in
which the Participants Compensation Measurement Date occurs.
 
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1.10 Corporation
 (a)
    
    On and after January 1, 2005, Corporation means Footstar and any corporation which is a
member of a controlled group of corporations (as defined in Code Section 414(b) but applying
such section using a fifty percent (50%) ownership threshold instead of eighty percent (80%))
which includes Footstar and any trade or business (whether or not incorporated) which is under
common control (as defined in Code Section 414(c) but applying such section using a fifty
percent (50%) ownership threshold instead of eighty percent (80%)) with Footstar.
 (b)
    
    Prior to January 1, 2005, Corporation means Footstar, Inc. and any subsidiary or other
entity at any time at which 50% or more of the voting power or beneficial interest of such
subsidiary or other entity, is owned directly or indirectly, by Footstar.
 1.11 Early Retirement Date
  1.12 Footstar
  1.13 Normal Retirement Date
  1.14 Participant
  1.15 Plan
  1.16 Retiree
  
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1.17 Retirement Administration Committee
  1.18 Service; Year of Service
   1.19 Supplemental Retirement Benefit
  1.20 Vested Retirement Benefit
  (a)
    
    Any elective pre-tax or after-tax contributions made by or on behalf of the Participant, and
any earnings attributable to such contributions, shall not be taken into account; and
 (b)
    
    The aggregated annualized value of such benefits shall be computed in the form of a single
life annuity for the Participants life in accordance with the Actuarial Equivalent
assumptions set forth in Section 2.01.
 
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ARTICLE 2. PARTICIPATION
 2.01 Eligible Executives
  2.02 Participation
  2.03 Reclassification
  
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ARTICLE 3. SUPPLEMENTAL RETIREMENT BENEFIT
 3.01 Eligibility for Supplemental Retirement Benefit
 (a)
    
    A Participant shall be eligible to receive the Supplemental Retirement Benefit under this
Plan if he or she terminates employment for any reason other than death or termination by the
Corporation for Cause after attaining his or her Early Retirement Date or Normal Retirement
Date.
 (b)
    
    Except as otherwise provided pursuant to Article 7, a Participant shall not be eligible to
receive the Supplemental Retirement Benefit under this Plan if he or she does not meet the
conditions set forth in this Section 4.01.
 3.02 Normal Retirement Benefit
  (a)
    
    the excess, if any, of
 (i)
    
    2% of the Participants Compensation multiplied by his or her Years of
Service;
 REDUCED BY
 (ii)
    
    the Actuarial Equivalent value of the Participants Vested Retirement
Benefits determined as of his or her employment termination date.
 (b)
    
    50% of the Participants Compensation.
 3.03 Early Retirement Benefit
  3.04 Benefit Commencement Date
   
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3.05 Form of Benefit Payment
 (a)
    
    Single Life Annuity.A Participants Supplemental Retirement Benefit shall be payable in the
form of a single life annuity for the life of the Participant
unless he or she elects
an optional form of payment pursuant to paragraph (b) or (c).
 (b)
    
    Optional Annuity Forms of Payment.A Participant may elect to have his or her Supplemental
Retirement Benefit paid in the form of an annuity payable for the life of the Participant with
a survivor annuity continuing for the life of his or her Beneficiary. The amount of the
annuity continued to the Beneficiary shall be 50% or 100% of the amount payable to the
Participant. The amount of such benefit shall be equal to the Actuarial Equivalent value of
the single life annuity payable under paragraph (a).
An election of an optional annuity form of payment must be made at least 12 months prior to
the Participants Benefit Commencement Date in accordance with the procedures established
by Retirement Administration Committee.
 (c)
    
    Lump Sum Payment Option.A Participant may elect to have his or her Supplemental Retirement
Benefit paid in a single lump sum payment equal to the Actuarial Equivalent present value of
the single life annuity payable under paragraph (a) in accordance with the with the procedures
established by Retirement Administration Committee; provided that in no event may such
election be made later than the following date, as applicable:
 Lump sum payment election must be made byBenefit Commencement Date:
    
    no later than:On or before December 31, 2006
    
    December 31, 2005On or before December 31, 2007
    
    December 31, 2006On or before December 31, 2008
    
    December 31, 2007On or after January 1, 2009
    
    December 31, 2008
 
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ARTICLE 4. DEATH BENEFIT
 4.01 Death After Early Retirement Date
 (a)
    
    In the event that a Participant dies
 (i)
    
    while still an employee after attaining his or her Early Retirement Date or
Normal Retirement Date, or(ii)
    
    after becoming eligible to receive a Supplemental Retirement Benefit but prior
to the Benefit Commencement Date,
 his or her Beneficiary shall be entitled to receive the benefit described in (b).(b)
    
    The amount of the benefit payable to the Beneficiary shall be an annual benefit for the life
of the Beneficiary in an amount equal to one-halfof the Normal Retirement Benefit or Early
Retirement Benefit that would have been payable to the Participant (determined pursuant to
Section 4.02 or 4.03, as applicable) if the Participant had retired immediately prior to the
date of his or her death, provided, that if the age difference between the Participant
and the Beneficiary is greater than 5 years, the benefit payable shall be actuarially adjusted
to reflect the differences in the life expectancy of the Participant and the Beneficiary.
Such benefit shall be payable commencing as of the first day of the month next following the
Participants death.(c)
    
    If Participants Beneficiary is his or her estate, then the benefit payable such Beneficiary
shall be an immediate single lump sum payment in an amount equal to the Actuarial Equivalent
value of the one-halfof the Normal Retirement Benefit or Early Retirement Benefit that would
have been payable (determined pursuant to Section 4.02 or 4.03, as applicable) in the form of
a single life annuity to the Participant if the Participant had retired immediately prior to
his or her death.
 4.02 Death Prior to Early Retirement Date
 (a)
    
    In the event that a Participant dies
 (i)
    
    while still an employee prior to attaining his or her Early Retirement Date,
and(ii)
    
    the Participant is survived by his or her spouse or, the Participant is not
survived by his or her spouse but is survived by a Dependent Child or Dependent
Children,
 such spouse or Dependent Child or Children shall be entitled to receive the benefit
described in paragraph (b).(b)
    
    The amount of the benefit payable to the surviving spouse shall be an annual benefit payable
for the life of the spouse amount equal to one-half of the Normal Retirement Benefit that
would have been payable to the Participant (determined pursuant to Section 4.02) if the
Participant had retired immediately prior to the date of his or her death, reduced by 4% for
each whole and partial year (treating a partial year as a whole year) prior to the date the
Participant would have reached his or her Normal Retirement Date, and provided, that
if the age difference between the Participant and the Beneficiary is greater than 5 years, the
benefit payable shall be actuarially adjusted to reflect the differences in the life
expectancy of the Participant and the Beneficiary. Such benefit shall be payable commencing
as of the first day of the month next following the Participants death.
 
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(c)
    
    In the event that the Participant is not survived by his or her spouse, but is survived by a
Dependent Child or Children, then an annual benefit equal to the annual benefit that would
have been payable to a surviving spouse pursuant to paragraph (b) above, shall be paid to each
such Dependent Child, in equal shares, until the date such Dependent Child attains age 21 or,
if earlier, the date such Dependent Child dies.(d)
    
    For purposes of this Section 5.02, Dependent Child or Dependent Children means each
natural and/or adopted child of a Participant who is under the age of 21.
 4.03 Death After Benefit Commencement Date
  4.04 Designation of Beneficiary
 (a)
    
    Each Participant may designate, in the form and manner prescribed by the Committee, one or
more persons as the Beneficiary under this Plan. A Participant also may designate one or more
persons as a contingent beneficiary in the event that the Participants primary Beneficiary
does not survive the Participant.(b)
    
    Any Beneficiary designation made by a Participant may be changed or revoked by the
Participant at any time or from time to time prior to his or her Benefit Commencement Date, or
death, if earlier.(c)
    
    If no Beneficiary is designated or survives the Participant, then the Participants
Beneficiary shall be his or her spouse, if living; otherwise, the Participants estate.
 
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ARTICLE 5. PARTICIPANT OBLIGATIONS
 5.01 Confidentiality; Cooperation with Regard to Litigation
 (a)
    
    During a Participants employment with Footstar and thereafter, the Participant shall not,
without the prior written consent of Footstar, disclose to anyone except in good faith in the
ordinary course of business to a person who will be advised by the member to keep such
information confidential or make use of any Confidential Information, except when required to
do so by legal process, by any governmental agency having supervisory authority over the
business of Footstar or by any administrative or legislative body (including a committee
thereof) that requires him or her to divulge, disclose or make accessible such information.
In the event that the Participant is so ordered, he or she shall give prompt written notice to
Footstar in order to allow Footstar the opportunity to object to or otherwise resist such
order.(b)
    
    Confidential Information shall mean all information that is not known or available to the
public concerning the business of Footstar or any Subsidiary relating to any of their
products, product development, trade secrets, customer suppliers, finances, and business plans
and strategies. For this purpose, information known or available generally within the trade
or industry of Footstar or any Subsidiary shall be deemed to be known or available to the
public. Confidential Information shall include information that is, or becomes, known to the
public as a result of a breach by the Executive of the provisions of Section 6.01(a) above.(c)
    
    The Participant agrees to cooperate with Footstar, (including following the Participants
termination of employment for any reason), by making himself or herself available to testify
on behalf of Footstar or any Subsidiary or affiliate of Footstar, in any action, suit, or
proceeding, whether civil, criminal, administrative, or investigative, and to assist Footstar,
or any Subsidiary or affiliate of Footstar, in any such action, suit, or proceeding, by
providing information and meeting and consulting with the Board or its representatives or
counsel, or representatives or counsel to Footstar, or any Subsidiary or affiliate of
Footstar, as requested. Footstar agrees to reimburse the Participant, on an after-tax basis,
for all expenses actually incurred in connection with his provision of testimony or
assistance.
 5.02 Non-competition
  
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5.03 Non-solicitation of Employees
  5.04 Definitions
  (a)
    
    Restriction Period shall mean the period beginning with the Participants initial date of
employment by Footstar and ending the date of a Change in Control except that if the
Participant has an Employment Agreement with Footstar it shall have the meaning contained in
such employment agreement.(b)
    
    Subsidiary shall mean any corporation controlled directly or indirectly by Footstar and any
affiliate of Footstar.
 
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ARTICLE 6. CHANGE IN CONTROL
 6.01 Applicability
  6.02 Retirees and Beneficiaries At Time of Change in Control
  (a)
    
    Retirees.
 Status of benefits at time of Changein Control
    
    Effect of Change in ControlSingle Life Annuity
If receiving payment of benefits in
the form of a single life annuity
-OR-
If Retiree has not elected the
joint and survivor annuity option
pursuant to Section 4.05(b)(i) and
payments have not yet begun
    
    Retiree to receive immediate lump
sum payment equal to Actuarial
Equivalent of future benefits in
lieu of annuity payments.Joint and Survivor Annuity
If receiving payment of benefits in
the form of a joint and survivor
annuity
-OR-
If Retiree has elected the joint
and survivor annuity option
pursuant to Section 4.05(b)(i) and
payments have not yet begun
    
    Retiree and Beneficiary to receive
immediate lump sum payments equal to
Actuarial Equivalent of respective
portions of future benefits in lieu
of annuity payments.
 (b)
    
    Beneficiaries of Deceased Participants.
 Status of benefits at timeof Change in Control
    
    Effect of Change in ControlPayment of benefits has begun
    
    Beneficiary to receive immediate lump
sum payment equal to Actuarial
Equivalent of future benefits in lieu
of annuity payments.Payment of benefits has not yet
begun
    
    Beneficiary to receive immediate lump
sum payment equal to Actuarial
Equivalent of the death benefit
determined pursuant to Article 5 in
lieu of annuity payments.
 
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6.03 Termination of Employment Within 24 Months Following a Change in Control
 (a)
    
    Participants.A Participant shall be entitled to benefits under this Section 7.03 if during
the 24-month period following a Change in Control
 (i)
    
    the Participants employment is terminated by the Corporation for any reason
other than Cause, or(ii)
    
    the Participant terminates employment for Good Reason (as defined below).
 Status of at time ofemployment termination
    
    Effect of Change in ControlTermination occurs
at or after reaching Normal Retirement Date
    
    Participant to receive immediate lump sum payment
equal to Actuarial Equivalent of Participants
Normal Retirement Benefit.Termination occurs
prior to Normal
Retirement Date but
after 10 Years of
Service
    
    Participant to receive immediate lump sum payment
equal to Actuarial Equivalent of Participants
Normal Retirement Benefit payable in the form of a
single life annuity commencing as of the date on
which the Participant would have reached his or her
Normal Retirement Date if he or she had continued in
employment.Termination occurs
prior to completing
10 Years of Service
    
    Participant to receive immediate lump sum payment
equal to Actuarial Equivalent of the benefit
determined pursuant to the following formula payable
in the form of a single life annuity commencing as
of the date on which the Participant would have
reached his or her Normal Retirement Date if he or
she had continued in employment.Participants Normal Retirement BenefitTIMESYears of Service as of date of employment termination10
 (b)
    
    Beneficiaries.In the event that a Participant dies while employed during the 24-month
period following a Change in Control, then his or her Beneficiary shall be entitled to receive
immediate lump sum payment equal to Actuarial Equivalent of the death benefit determined
pursuant to Article 5 in lieu of annuity payments.(c)
    
    Good Reason.For purposes of this Section 7.03, Good Reason means any of the following
which occur after the occurrence of a Change in Control without the express written consent of
the affected Participant:
 (i)
    
    An assignment of any duties to the Participant which are inconsistent with his
or her status as a senior executive of Footstar.
 
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(ii)
    
    Any decrease in annual base pay or any reduction in annual target incentive
compensation opportunity.(iii)
    
    Any other failure by Footstar to perform any material obligation under, or
breach by Footstar of any material provision of an employment agreement with the
Participant that is not cured within 30 days.(iv)
    
    Any failure to secure the agreement of any successor corporation or other
entity to the Corporation to fully assume Footstars obligations under an employment
agreement with the Participant.(v)
    
    A relocation of the Participants principal place of employment outside a
35-mile radius of his or her principal place of employment as in effect immediately
prior to such Change in Control.
 6.04 Termination of Employment More Than 24 Months Following a Change in Control
 (a)
    
    Participants.The following rules shall apply to a Participant whose employment is
terminated by the Corporation for any reason other than Cause after the end of the 24-month
period following a Change in Control:
 Status of at time ofemployment termination
    
    Effect of Change in ControlTermination occurs after Participant reaches his or her
Early Retirement Date or Normal Retirement Date
    
    Benefits payable in accordance with Article 4.Termination occurs
prior to Participant
reaching his or her
Early Retirement
Date
    
    Participant shall receive the benefit determined
pursuant to the following formula commencing as of
the date on which the Participant would have reached
his or her Normal Retirement Date if he or she had
continued in employment.Participants Normal Retirement BenefitTIMESYears of Service as of date of the Change in Control
10
The benefit will be payable in one of the payment
forms described in Section 4.05.
 (b)
    
    Beneficiaries.In the event that a Participant dies after end of the 24-month period
following a Change in Control, then his or her Beneficiary shall be entitled to receive death
benefits in accordance with Article 5.
 
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ARTICLE 7. FORFEITURE OF BENEFITS
  (a)
    
    The Participant is discharged from employment with the Corporation for Cause;(b)
    
    The Participant at any time violates any of the provisions of Article 6; or(c)
    
    The Participant is convicted of a crime involving dishonesty or fraud on the part of such
Participant in his relationship with the Corporation.
  
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ARTICLE 8. ADMINISTRATION
 8.01 Powers and Duties of the Committee
  (a)
    
    To determine the eligibility of employees to participate in the Plan;(b)
    
    To credit a Participant with additional Service; and(c)
    
    To waive any or all of the requirements set forth in this Plan with respect to any
Participant.
  8.02 Retirement Administration Committee
  (a)
    
    To make and enforce such rules and regulations as it deems necessary or proper for the
efficient administration of the Plan;(b)
    
    To interpret the Plan, its interpretation thereof in good faith to be final and conclusive on
all persons claiming benefits under the Plan;(c)
    
    To decide all questions concerning the Plan; and(d)
    
    To appoint such agents, counsel, accountants, consultants and other persons as may be
required to assist in administering the Plan.
  8.03 Delegation of Duties
  8.04 Expenses
  
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8.05 Indemnification of Retirement Administration Committee
  8.06 Liability
  8.07 Appeals Procedure
 (a)
    
    The Retirement Administration Committee shall approve or wholly or partially deny all claims
for benefits under the Plan within a reasonable period of time after all required
documentation has been furnished to the Retirement Administration Committee.(b)
    
    If a claim is wholly or partially denied, the Retirement Administration Committee shall
provide the claimant with written notice setting forth the specific reasons for the denial,
making reference to the pertinent provisions of the Plan or the Plan documents on which the
denial is based; describe any additional material or information that should be received
before the claim may be acted upon favorably, and explain why such material or information, if
any, is needed; and inform the person making the claim of his right pursuant to this Section
to request review of the decision by the Retirement Administration Committee.(c)
    
    A claimant shall have the right to request a review of the decision denying the claim. Such
request must be made by filing a written application for review with the Retirement
Administration Committee no later than sixty (60) days after receipt by the claimant of
written notice of the denial of his claim. The claimant may review pertinent Plan documents
and shall submit such written comments and other information which he wishes the Retirement
Administration Committee to consider in connection with his claim.(d)
    
    The Retirement Administration Committee may hold any hearing or conduct any independent
investigation which it deems necessary to render its decision on review. Such decision shall
be made as soon as practicable after the Retirement Administration Committee receives the
request for review. Written notice of the decision on review shall be promptly furnished to
the claimant and shall include specific reasons for the decision.(e)
    
    For all purposes under the Plan, decisions on claims (where no review is requested) and
decisions on review (where review is requested) shall be final, binding and conclusive on all
interested persons.
 
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ARTICLE 9. AMENDMENT OR TERMINATION
 provided
 
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ARTICLE 10. GENERAL PROVISIONS
 10.01 Right to Withhold Taxes
  10.02 No Right to Continued Employment
  10.03 Benefits Non-Assignable
  10.04 Unfunded Plan
  10.05 Mental or Physical Incompetency
  10.06 Governing Laws
  10.07 Severability
  
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