SUPPLEMENTAL RETIREMENT PLAN HEREBY AMENDED
AND RESTATED AND AS IT MAY BE FURTHER AMENDED FROM TIME TO TIME.
(K)
"PLAN ADMINISTRATOR" SHALL MEAN THE
RETIREMENT PLANS ADMINISTRATIVE COMMITTEE THAT HAS BEEN APPOINTED FROM TIME TO
TIME BY THE BOARD OF DIRECTORS OF THE COMPANY TO SERVE AS THE PLAN ADMINISTRATOR
FOR THE PLAN.
(L)
"PLAN YEAR" SHALL MEAN THE 12-MONTH
PERIOD ENDING ON DECEMBER 31.
(M)
"QUALIFIED PLAN" SHALL MEAN THE WALTER
INDUSTRIES, INC. RETIREMENT SAVINGS PLAN, AS AMENDED, AND EACH PREDECESSOR,
SUCCESSOR OR REPLACEMENT PROFIT SHARING ARRANGEMENT.
(N)
"QUALIFIED PLAN CONTRIBUTION" SHALL MEAN THE
TOTAL OF ALL PROFIT SHARING CONTRIBUTIONS AND/OR MATCHING CONTRIBUTIONS MADE BY
THE COMPANY OR A RELATED EMPLOYER FOR THE BENEFIT OF A PARTICIPANT AS WELL AS
ANY FORFEITURES ALLOCATED TO A PARTICIPANT'S ACCOUNT UNDER AND IN ACCORDANCE
WITH THE TERMS OF THE QUALIFIED PLAN IN ANY PLAN YEAR.
(O)
"RELATED EMPLOYER" SHALL MEAN ANY AFFILIATE
OF THE COMPANY WHO ADOPTS THE PLAN WITH THE CONSENT OF THE COMPANY.
(P)
"SUPPLEMENTAL RETIREMENT ACCOUNT" SHALL MEAN
THE ACCOUNT ESTABLISHED PURSUANT TO ARTICLE V, SECTION (A)(2) TO HOLD
SUPPLEMENTAL RETIREMENT CONTRIBUTIONS.
(Q)
"SUPPLEMENTAL RETIREMENT CONTRIBUTION" SHALL
MEAN THE CONTRIBUTION MADE BY THE COMPANY OR A RELATED EMPLOYER FOR THE BENEFIT
OF A PARTICIPANT UNDER AND IN ACCORDANCE WITH THE TERMS OF THE PLAN IN ANY PLAN
YEAR.
I-2
ARTICLE II
ADMINISTRATION
(A)
PLAN ADMINISTRATOR.
THE PLAN ADMINISTRATOR
SHALL HAVE COMPLETE CONTROL AND DISCRETION TO MANAGE THE OPERATION AND
ADMINISTRATION OF THE PLAN.
NOT IN LIMITATION, BUT IN AMPLIFICATION OF THE
FOREGOING, THE PLAN ADMINISTRATOR SHALL HAVE THE FOLLOWING POWERS:
(1)
TO DETERMINE ALL QUESTIONS RELATING TO THE
ELIGIBILITY OF EMPLOYEES TO PARTICIPATE OR CONTINUE TO PARTICIPATE;
(2)
TO MAINTAIN ALL RECORDS AND BOOKS OF
ACCOUNT NECESSARY FOR THE ADMINISTRATION OF THE PLAN;
(3)
TO INTERPRET THE PROVISIONS OF THE PLAN AND
TO MAKE AND TO PUBLISH SUCH INTERPRETIVE OR PROCEDURAL RULES AS ARE NOT
INCONSISTENT WITH THE PLAN AND APPLICABLE LAW;
(4)
TO COMPUTE, CERTIFY AND ARRANGE FOR THE
PAYMENT OF BENEFITS TO WHICH ANY PARTICIPANT OR BENEFICIARY IS ENTITLED;
(5)
TO PROCESS CLAIMS FOR BENEFITS UNDER THE
PLAN BY PARTICIPANTS OR BENEFICIARIES;
(6)
TO ENGAGE CONSULTANTS AND PROFESSIONALS TO
ASSIST THE PLAN ADMINISTRATOR IN CARRYING OUT ITS DUTIES UNDER THIS PLAN; AND
(7)
TO DEVELOP AND MAINTAIN SUCH INSTRUMENTS AS
MAY BE DEEMED NECESSARY FROM TIME TO TIME BY THE PLAN ADMINISTRATOR TO
FACILITATE PAYMENT OF BENEFITS UNDER THE PLAN.
(B)
PLAN ADMINISTRATOR'S AUTHORITY.
THE PLAN
ADMINISTRATOR MAY CONSULT WITH COMPANY OFFICERS, LEGAL AND FINANCIAL ADVISERS TO
THE COMPANY AND OTHERS, BUT NEVERTHELESS THE PLAN ADMINISTRATOR SHALL HAVE THE
FULL AUTHORITY AND DISCRETION TO ACT, AND THE PLAN ADMINISTRATOR'S ACTIONS SHALL
BE FINAL AND CONCLUSIVE ON ALL PARTIES.
(C)
CLAIMS AND APPEAL PROCEDURE FOR DENIAL OF
BENEFITS.
(1)
A PARTICIPANT OR A BENEFICIARY ("CLAIMANT")
MAY FILE WITH THE PLAN ADMINISTRATOR A WRITTEN CLAIM FOR BENEFITS IF THE
PARTICIPANT OR BENEFICIARY DETERMINES THE DISTRIBUTION PROCEDURES OF THE PLAN
HAVE NOT PROVIDED HIM HIS PROPER INTEREST IN THE