PLAN, TO ESTABLISH AND REVISE
RULES AND REGULATIONS RELATING TO THE PLAN AND TO MAKE ANY OTHER DETERMINATIONS
THAT IT BELIEVES NECESSARY OR ADVISABLE FOR THE ADMINISTRATION OF THE PLAN,
INCLUDING RULES RESTRICTING THE AVAILABILITY TO SOME OR ALL PARTICIPANTS OF
DEFERRAL PERIOD ALTERNATIVES, INVESTMENT BENCHMARKS, OR DISTRIBUTION
ALTERNATIVES OTHERWISE AVAILABLE UNDER THE PLAN.
THE COMMITTEE SHALL HAVE
ABSOLUTE DISCRETION AND ALL DECISIONS MADE BY THE COMMITTEE PURSUANT TO THE
EXERCISE OF ITS AUTHORITY (INCLUDING, WITHOUT LIMITATION, ANY INTERPRETATION OF
THE PLAN) SHALL BE FINAL AND BINDING, IN THE ABSENCE OF ARBITRARY OR CAPRICIOUS
ACTION, ON ALL PERSONS AND SHALL BE ACCORDED THE MAXIMUM DEFERENCE PERMITTED BY
LAW.
12.4
THE COMPANY SHALL INDEMNIFY AND HOLD HARMLESS THE MEMBERS OF THE
COMMITTEE AGAINST ANY AND ALL CLAIMS, LOSS, DAMAGE, EXPENSE OR LIABILITY ARISING
FROM ANY ACTION OR FAILURE TO ACT WITH RESPECT TO THE PLAN TO THE FULLEST EXTENT
PERMITTED BY LAW.
ARTICLE XIII
CLAIMS PROCEDURES
13.1
THE COMPANY SHALL APPOINT AN INDIVIDUAL OR COMMITTEE OF INDIVIDUALS
(THE "DECISIONMAKER") TO EVALUATE CLAIMS MADE UNDER THE PLAN.
WITHIN 90 DAYS
AFTER THE COMPANY RECEIVES A WRITTEN CLAIM FOR BENEFITS UNDER THE PLAN, THE
DECISIONMAKER WILL EITHER APPROVE THE
20
CLAIM OR NOTIFY THE CLAIMANT THAT THE CLAIM IS DENIED.
THE DECISIONMAKER MAY
EXTEND THIS TIME PERIOD BY UP TO AN ADDITIONAL 90 DAYS UNDER SPECIAL
CIRCUMSTANCES AND SHALL NOTIFY THE CLAIMANT OF THE EXTENSION AND THE REASONS
THEREFORE WITHIN THE INITIAL 90-DAY PERIOD.
NOTWITHSTANDING THE FOREGOING, TO THE EXTENT THAT A CLAIM RELATES TO A
DISTRIBUTION OR BENEFIT DUE AS A RESULT OF A DISABILITY (A "DISABILITY
BENEFIT"), THE DECISIONMAKER SHALL NOTIFY A CLAIMANT OF THE DENIAL OF A CLAIM
FOR DISABILITY BENEFITS UNDER THE PLAN WITHIN A REASONABLE PERIOD OF TIME, BUT
NOT LATER THAN 45 DAYS, AFTER RECEIPT OF A WRITTEN CLAIM.
THIS PERIOD MAY BE
EXTENDED BY THE DECISIONMAKER FOR TWO ADDITIONAL PERIODS OF UP TO 30 DAYS EACH
IF THE DECISIONMAKER DETERMINES THAT THE EXTENSION IS NECESSARY DUE TO MATTERS
BEYOND ITS CONTROL AND NOTIFIES THE CLAIMANT OF THE EXTENSION AND THE REASONS
THEREFORE BEFORE THE EXPIRATION OF THE APPLICABLE PERIOD.
SUCH NOTICES OF
EXTENSION SHALL SPECIFICALLY EXPLAIN THE STANDARDS ON WHICH ENTITLEMENT TO A
DISABILITY BENEFIT IS BASED, THE UNRESOLVED ISSUES THAT PREVENT A DECISION ON
THE CLAIM AND THE ADDITIONAL INFORMATION (IF ANY) NEEDED TO RESOLVE THOSE
ISSUES.
IF ADDITIONAL INFORMATION IS NEEDED, THE CLAIMANT SHALL HAVE AT LEAST
45 DAYS TO PROVIDE THE INFORMATION.
13.2
IF A CLAIM IS DENIED, IN WHOLE OR IN PART, THE DECISIONMAKER SHALL
FURNISH TO THE CLAIMANT, AT THE TIME OF THE DENIAL, A WRITTEN NOTICE SETTING
FORTH IN A MANNER CALCULATED TO BE UNDERSTOOD BY THE CLAIMANT: (I) THE
REASON(S) FOR THE DENIAL, INCLUDING A REFERENCE TO ANY APPLICABLE PROVISIONS OF
THE PLAN; (II) A DESCRIPTION OF ANY ADDITIONAL MATERIAL OR INFORMATION NECESSARY
FOR THE CLAIMANT TO PERFECT THE CLAIM AND AN EXPLANATION OF WHY SUCH MATERIAL OR
INFORMATION IS NECESSARY; AND (III) AN EXPLANATION OF THE PLAN'S REVIEW