ALL MEMBERS
OF THE COMMITTEE AND SUCH WRITTEN CONSENT IS FILED WITH THE MINUTES OF THE
PROCEEDINGS OF THE COMMITTEE.
A MEMBER OF THE COMMITTEE SHALL NOT VOTE OR ACT
UPON ANY MATTER WHICH RELATES SOLELY TO HIMSELF OR HERSELF AS A PARTICIPANT.
THE CHAIRPERSON OF THE COMMITTEE OR ANY OTHER MEMBER OR MEMBERS OF THE COMMITTEE
DESIGNATED BY THE CHAIRPERSON MAY EXECUTE ANY CERTIFICATE OR OTHER WRITTEN
DIRECTION ON BEHALF OF THE COMMITTEE.
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8.3
POWERS AND DUTIES OF THE COMMITTEE.
(A)
THE COMMITTEE, ON BEHALF OF THE
PARTICIPANTS AND THEIR BENEFICIARIES, SHALL ENFORCE THE PLAN IN ACCORDANCE WITH
ITS TERMS, SHALL BE CHARGED WITH THE GENERAL ADMINISTRATION OF THE PLAN AND
SHALL HAVE ALL POWERS NECESSARY TO ACCOMPLISH ITS PURPOSES, INCLUDING, BUT NOT
BY WAY OF LIMITATION, THE FOLLOWING:
(I)
TO SELECT THE INVESTMENTS TO DETERMINE THE FUND RETURN IN ACCORDANCE
WITH ARTICLE IV HEREOF;
(II)
TO CONSTRUE AND INTERPRET THE TERMS AND PROVISIONS OF THE PLAN;
(III)
TO AMEND, MODIFY, SUSPEND OR TERMINATE THE PLAN IN ACCORDANCE WITH
SECTION 9.5;
(IV)
TO COMPUTE AND CERTIFY TO THE AMOUNT AND KIND OF BENEFITS PAYABLE TO
PARTICIPANTS AND THEIR BENEFICIARIES AND TO DIRECT THE DISTRIBUTION OF PLAN
BENEFITS;
(V)
TO MAINTAIN ALL RECORDS THAT MAY BE NECESSARY FOR THE ADMINISTRATION OF
THE PLAN;
(VI)
TO PROVIDE FOR THE DISCLOSURE OF ALL INFORMATION AND THE FILING OR
PROVISION OF ALL REPORTS AND STATEMENTS TO PARTICIPANTS, BENEFICIARIES OR
GOVERNMENTAL AGENCIES AS SHALL BE REQUIRED BY LAW;
(VII)
TO MAKE AND PUBLISH SUCH RULES FOR THE REGULATION OF THE PLAN AND
PROCEDURES FOR THE ADMINISTRATION OF THE PLAN AS ARE NOT INCONSISTENT WITH THE
TERMS HEREOF, AND
(VIII) TO APPOINT A PLAN ADMINISTRATOR OR ANY OTHER AGENT, AND TO DELEGATE TO
THEM SUCH POWERS AND DUTIES IN CONNECTION WITH THE ADMINISTRATION OF THE PLAN AS
THE COMMITTEE MAY FROM TIME TO TIME PRESCRIBE.
8.4
CONSTRUCTION AND INTERPRETATION.
THE
COMMITTEE SHALL HAVE FULL DISCRETION TO CONSTRUE AND INTERPRET THE TERMS AND
PROVISIONS OF THE PLAN, WHICH INTERPRETATION OR CONSTRUCTION, SUBJECT TO
SECTION 9.4, SHALL BE FINAL AND BINDING ON ALL PARTIES, INCLUDING BUT NOT
LIMITED TO THE COMPANY AND ANY PARTICIPANT OR BENEFICIARY.
THE COMMITTEE SHALL
ADMINISTER SUCH TERMS AND PROVISIONS IN ACCORDANCE WITH ANY AND ALL LAWS
APPLICABLE TO THE PLAN.
8.5
INFORMATION.
TO ENABLE THE COMMITTEE TO
PERFORM ITS FUNCTIONS, THE COMPANY SHALL SUPPLY FULL AND TIMELY INFORMATION TO
THE COMMITTEE ON ALL MATTERS RELATING TO THE COMPENSATION OF ALL PARTICIPANTS,
THEIR DEATHS OR OTHER CAUSES OF TERMINATION, AND SUCH OTHER PERTINENT FACTS AS
THE COMMITTEE MAY REASONABLY REQUIRE.
8.6
COMPENSATION, EXPENSES AND INDEMNITY.
(A)
THE MEMBERS OF THE COMMITTEE SHALL SERVE
WITHOUT COMPENSATION FOR THEIR SERVICES HEREUNDER.
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(B)
THE COMMITTEE IS AUTHORIZED AT THE EXPENSE
OF THE COMPANY TO EMPLOY SUCH LEGAL COUNSEL AS IT MAY DEEM ADVISABLE TO ASSIST
IN THE PERFORMANCE OF ITS DUTIES HEREUNDER.
THE COMPANY SHALL PAY EXPENSES AND
FEES IN CONNECTION WITH THE ADMINISTRATION OF THE PLAN.
(C)
THE COMPANY INDEMNIFIES AND