AMBIGUITIES,
INCONSISTENCIES, OR ADMISSIONS), (V) TO MAKE, AMEND AND RESCIND SUCH RULES AS IT
DEEMS NECESSARY FOR THE PROPER ADMINISTRATION OF THE PLAN AND (VI) TO MAKE ALL
OTHER DETERMINATIONS AND RESOLVE ALL
14
QUESTIONS OF FACT NECESSARY OR ADVISABLE FOR THE ADMINISTRATION OF THE PLAN,
INCLUDING DETERMINATIONS REGARDING ELIGIBILITY FOR BENEFITS PAYABLE UNDER THE
PLAN, EXCEPT WHERE SUCH AUTHORITY IS RESERVED HEREIN TO THE COMPENSATION
COMMITTEE OR THE BOARD.
ALL INTERPRETATIONS OF THE ADMINISTRATIVE COMMITTEE
WITH RESPECT TO ANY MATTER HEREUNDER SHALL BE FINAL, CONCLUSIVE AND BINDING ON
ALL PERSONS AFFECTED THEREBY.
NO MEMBER OF THE ADMINISTRATIVE COMMITTEE OR THE
COMPENSATION COMMITTEE OR AGENT THEREOF SHALL BE LIABLE FOR ANY DETERMINATION,
DECISION, OR ACTION MADE IN GOOD FAITH WITH RESPECT TO THE PLAN.
THE COMPANY
WILL INDEMNIFY AND HOLD HARMLESS THE MEMBERS OF THE ADMINISTRATIVE COMMITTEE AND
ITS AGENTS FROM AND AGAINST ANY AND ALL LIABILITIES, COSTS, AND EXPENSES
INCURRED BY SUCH PERSONS AS A RESULT OF ANY ACT, OR OMISSION, IN CONNECTION WITH
THE PERFORMANCE OF SUCH PERSONS' DUTIES, RESPONSIBILITIES, AND OBLIGATIONS UNDER
THE PLAN, OTHER THAN SUCH LIABILITIES, COSTS, AND EXPENSES AS MAY RESULT FROM
THE BAD FAITH, WILLFUL MISCONDUCT, OR CRIMINAL ACTS OF SUCH PERSONS.
THE
ADMINISTRATIVE COMMITTEE MAY APPOINT SUCH PERSON OR PERSONS AS IT DEEMS
APPROPRIATE TO PERFORM ALL OR ANY OF THE FUNCTIONS UNDER THE TERMS OF THE PLAN.
8.2
CLAIMS PROCEDURE.
ANY PARTICIPANT, FORMER PARTICIPANT OR
BENEFICIARY MAY FILE A WRITTEN CLAIM WITH THE ADMINISTRATIVE COMMITTEE SETTING
FORTH THE NATURE OF THE BENEFIT CLAIMED, THE AMOUNT THEREOF, AND THE BASIS FOR
CLAIMING ENTITLEMENT TO SUCH BENEFIT.
THE ADMINISTRATIVE COMMITTEE SHALL
DETERMINE THE VALIDITY OF THE CLAIM AND COMMUNICATE A DECISION TO THE CLAIMANT
PROMPTLY AND, IN ANY EVENT, NOT LATER THAN NINETY (90) DAYS AFTER THE DATE OF
THE CLAIM.
THE CLAIM MAY BE DEEMED BY THE CLAIMANT TO HAVE BEEN DENIED FOR
PURPOSES OF FURTHER REVIEW DESCRIBED BELOW IN THE EVENT A DECISION IS NOT
FURNISHED TO THE CLAIMANT WITHIN SUCH NINETY (90) DAY PERIOD.
IF ADDITIONAL
INFORMATION IS NECESSARY TO MAKE A DETERMINATION ON A CLAIM, THE CLAIMANT SHALL
BE ADVISED OF THE NEED FOR SUCH ADDITIONAL INFORMATION WITHIN FORTY-FIVE (45)
DAYS AFTER THE DATE OF THE CLAIM.
THE CLAIMANT SHALL HAVE UP TO ONE HUNDRED
EIGHTY (180) DAYS TO SUPPLEMENT THE CLAIM INFORMATION, AND THE CLAIMANT SHALL BE
ADVISED OF THE DECISION ON THE CLAIM WITHIN FORTY-FIVE (45) DAYS AFTER THE
EARLIER OF THE DATE THE SUPPLEMENTAL INFORMATION IS SUPPLIED OR THE END OF THE
ONE HUNDRED EIGHTY (180) DAY PERIOD.
EVERY CLAIM FOR BENEFITS WHICH IS DENIED
IN WHOLE OR IN PART SHALL BE DENIED BY WRITTEN NOTICE SETTING FORTH IN A MANNER
CALCULATED TO BE UNDERSTOOD BY THE CLAIMANT (I) THE SPECIFIC REASON OR REASONS
FOR THE DENIAL, (II) SPECIFIC REFERENCE TO ANY PROVISIONS OF THE PLAN (INCLUDING
ANY INTERNAL RULES, GUIDELINES, PROTOCOLS, CRITERIA, ETC.) ON WHICH THE DENIAL
IS BASED, (III) DESCRIPTION OF ANY ADDITIONAL MATERIAL OR INFORMATION THAT IS
NECESSARY TO PROCESS THE CLAIM,