THE PLAN MAY BE DELAYED SOLELY TO THE
EXTENT NECESSARY UNDER THE FOLLOWING CIRCUMSTANCES, PROVIDED THAT PAYMENT IS
MADE AS SOON AS POSSIBLE WITHIN THE FIRST CALENDAR YEAR AFTER THE REASON FOR
DELAY NO LONGER APPLIES:
6.9.1.
PAYMENTS SUBJECT TO THE DEDUCTION LIMITATION.
THE BANK REASONABLY
ANTICIPATES THAT SUCH PAYMENT WOULD OTHERWISE VIOLATE CODE SECTION 162(M);
6.9.2.
VIOLATION OF LAW.
THE ADMINISTRATOR REASONABLY DETERMINES THAT
MAKING THE PAYMENT WILL VIOLATE FEDERAL SECURITIES OR OTHER APPLICABLE LAWS; OR
6.9.3.
OTHER PERMITTED EVENT. UPON SUCH OTHER EVENTS AND CONDITIONS AS THE
COMMISSIONER OF INTERNAL REVENUE SHALL PRESCRIBE IN GENERALLY APPLICABLE
GUIDANCE.
ARTICLE VII
ADMINISTRATION OF THE PLAN
7.1
ADMINISTRATION BY THE BANK.
THE COMMITTEE
SHALL BE RESPONSIBLE FOR THE GENERAL OPERATION AND ADMINISTRATION OF THE PLAN
AND FOR CARRYING OUT THE PROVISIONS THEREOF.
THE COMMITTEE MAY APPOINT SUCH
PERSON OR PERSONS AS IT DEEMS APPROPRIATE TO PERFORM ALL OR ANY OF THE FUNCTIONS
OF THE ADMINISTRATOR UNDER THE TERMS OF THE PLAN.
TO THE EXTENT THAT NO SUCH
PERSON OR PERSONS ARE APPOINTED, THE COMMITTEE SHALL SERVE AS ADMINISTRATOR.
7.2
GENERAL POWERS OF ADMINISTRATION.
THE
COMMITTEE SHALL HAVE AUTHORITY AND DISCRETION TO CONTROL AND MANAGE THE
OPERATION AND ADMINISTRATION OF THE PLAN, INCLUDING ALL RIGHTS AND POWERS
NECESSARY OR CONVENIENT TO THE CARRYING OUT OF ITS FUNCTIONS HEREUNDER, WHETHER
OR NOT SUCH RIGHTS AND POWERS ARE SPECIFICALLY ENUMERATED HEREIN.
THE COMMITTEE
MAY, IN ITS DISCRETION, DELEGATE AUTHORITY WITH REGARD TO THE ADMINISTRATION OF
THE PLAN TO ANY INDIVIDUAL,
14
OFFICER OR COMMITTEE IN ACCORDANCE WITH SECTION 7.2.7 BELOW.
NOTWITHSTANDING
ANY OTHER PROVISION OF THE PLAN, IF AN ACTION OR DIRECTION OF ANY PERSON TO WHOM
AUTHORITY HEREUNDER HAS BEEN DELEGATED CONFLICTS WITH AN ACTION OR DIRECTION OF
THE COMMITTEE, THEN THE AUTHORITY OF THE COMMITTEE SHALL SUPERSEDE THAT OF THE
DELEGATE WITH RESPECT TO SUCH ACTION OR DIRECTION.
Without limiting the generality of the foregoing, and in addition to the other
powers set forth in this Section 7.2, the Committee or its delegate shall have
the following express authorities:
7.2.1.
TO CONSTRUE AND INTERPRET THE PROVISIONS OF THE PLAN; TO DECIDE ALL
QUESTIONS ARISING THEREUNDER, INCLUDING, WITHOUT LIMITATION, QUESTIONS OF
ELIGIBILITY FOR PARTICIPATION, ELIGIBILITY FOR BENEFITS, THE VALIDITY OF ANY
ELECTION OR DESIGNATION MADE UNDER THE PLAN, AND THE AMOUNT, MANNER AND TIME OF
PAYMENT OF ANY BENEFITS HEREUNDER; AND TO MAKE FACTUAL DETERMINATIONS NECESSARY
OR APPROPRIATE FOR SUCH DECISIONS OR DETERMINATION;
7.2.2.
TO PRESCRIBE PROCEDURES TO BE FOLLOWED BY PARTICIPANTS,
BENEFICIARIES OR ALTERNATE PAYEES IN FILING APPLICATIONS FOR BENEFITS AND ANY
OTHER ELECTIONS, DESIGNATIONS AND FORMS REQUIRED OR PERMITTED UNDER THE PLAN;
7.2.3.
TO PREPARE AND DISTRIBUTE INFORMATION EXPLAINING THE PLAN;
7.2.4.
TO RECEIVE FROM THE BANK AND FROM PARTICIPANTS, BENEFICIARIES AND
ALTERNATE PAYEES SUCH INFORMATION AS SHALL BE NECESSARY FOR THE PROPER
ADMINISTRATION OF THE PLAN;
7.2.5.
TO FURNISH THE BANK OR THE BOARD OF DIRECTORS, UPON REQUEST, SUCH
REPORTS WITH RESPECT TO THE ADMINISTRATION OF THE PLAN AS ARE REASONABLE AND
APPROPRIATE;
7.2.6.
TO APPOINT OR EMPLOY ADVISORS,