CORPORATION.
3.3
TERMINATION. THIS AMENDED AND RESTATED LIFE
INSURANCE AGREEMENT WILL AUTOMATICALLY TERMINATE UPON THE LATEST OF
(A) TERMINATION OF EMPLOYMENT, (B) DEATH, OR (C) THE PAYMENT OF ALL OF THE
BENEFITS AS SPECIFIED IN SECTION 2.1 OF THIS AMENDED AND RESTATED LIFE INSURANCE
AGREEMENT.
3.4
GENDER.
WHENEVER IN THIS AMENDED AND
RESTATED LIFE INSURANCE AGREEMENT WORDS ARE USED IN THE MASCULINE OR NEUTER
GENDER, THEY SHALL BE READ AND CONSTRUED AS IN THE MASCULINE, FEMININE OR NEUTER
GENDER WHENEVER THEY SHOULD SO APPLY.
3.5
EFFECT ON OTHER CORPORATION BENEFIT PLANS.
NOTHING CONTAINED IN THIS AMENDED AND RESTATED LIFE INSURANCE AGREEMENT SHALL
AFFECT THE RIGHT OF THE EXECUTIVE TO PARTICIPATE IN OR BE COVERED BY ANY
QUALIFIED OR NON-QUALIFIED PENSION, PROFIT-SHARING, GROUP, BONUS OR OTHER
SUPPLEMENTAL COMPENSATION OR FRINGE BENEFIT PLAN CONSTITUTING A PART OF
CORPORATION'S EXISTING OR FUTURE COMPENSATION STRUCTURE.
4
3.6
HEADINGS.
HEADINGS AND SUBHEADINGS IN THIS
AMENDED AND RESTATED LIFE INSURANCE AGREEMENT ARE INSERTED FOR REFERENCE AND
CONVENIENCE ONLY AND SHALL NOT BE DEEMED A PART OF THIS AMENDED AND RESTATED
LIFE INSURANCE AGREEMENT.
3.7
APPLICABLE LAW.
THE VALIDITY AND
INTERPRETATION OF THIS AMENDED AND RESTATED LIFE INSURANCE AGREEMENT SHALL BE
GOVERNED BY THE LAWS OF THE STATE OF ILLINOIS.
ARTICLE 4
ERISA PROVISIONS AND CLAIMS PROCEDURE
4.1
CLAIMS PROCEDURE.
ANY PERSON OR ENTITY WHO
HAS NOT RECEIVED BENEFITS UNDER THIS AMENDED AND RESTATED LIFE INSURANCE
AGREEMENT THAT HE OR SHE BELIEVES SHOULD BE PAID (THE "CLAIMANT") SHALL MAKE A
CLAIM FOR SUCH BENEFITS AS FOLLOWS:
4.1.1
INITIATION - WRITTEN CLAIM.
THE CLAIMANT INITIATES
A CLAIM BY SUBMITTING TO THE CORPORATION A WRITTEN CLAIM FOR BENEFITS WITHIN 180
DAYS OF THE EVENT THAT TRIGGERS A CLAIM FOR SAID BENEFITS UNDER THIS AMENDED AND
RESTATED LIFE INSURANCE AGREEMENT.
4.1.2
TIMING OF CORPORATION RESPONSE.
THE CORPORATION
SHALL RESPOND TO SUCH CLAIMANT WITHIN 90 DAYS AFTER RECEIVING THE CLAIM.
IF THE
CORPORATION DETERMINES THAT SPECIAL CIRCUMSTANCES REQUIRE ADDITIONAL TIME FOR
PROCESSING THE CLAIM, THE CORPORATION CAN EXTEND THE RESPONSE PERIOD BY AN
ADDITIONAL 90 DAYS BY NOTIFYING THE CLAIMANT IN WRITING, PRIOR TO THE END OF THE
INITIAL 90-DAY PERIOD, THAT AN ADDITIONAL PERIOD IS REQUIRED.
THE NOTICE OF
EXTENSION MUST SET FORTH THE SPECIAL CIRCUMSTANCES AND THE DATE BY WHICH THE
CORPORATION EXPECTS TO RENDER ITS DECISION.
4.1.3
NOTICE OF DECISION.
IF THE CORPORATION DENIES PART
OR ALL OF THE CLAIM, THE CORPORATION SHALL NOTIFY THE CLAIMANT IN WRITING OF
SUCH DENIAL.
THE CORPORATION SHALL WRITE THE NOTIFICATION IN A MANNER
CALCULATED TO BE UNDERSTOOD BY THE CLAIMANT.
THE NOTIFICATION SHALL SET FORTH:
(A)
THE SPECIFIC REASONS FOR THE DENIAL,
(B)
A REFERENCE TO THE SPECIFIC PROVISIONS OF
THE AMENDED AND RESTATED LIFE INSURANCE AGREEMENT ON WHICH THE DENIAL IS BASED,
(C)
A DESCRIPTION OF ANY ADDITIONAL INFORMATION
OR MATERIAL NECESSARY FOR THE CLAIMANT TO PERFECT THE CLAIM AND AN EXPLANATION
OF WHY IT IS NEEDED,
(D)
AN EXPLANATION OF THE AMENDED AND RESTATED
LIFE INSURANCE AGREEMENT'S REVIEW PROCEDURES AND THE TIME LIMITS APPLICABLE TO
SUCH PROCEDURES, AND