WITHOUT
INTEREST OR EARNINGS.
ARTICLE VII
ADMINISTRATION
7.1
COMMITTEE. THE PLAN SHALL BE ADMINISTERED BY A COMMITTEE
APPOINTED BY THE BOARD, WHICH SHALL HAVE THE EXCLUSIVE RIGHT AND FULL DISCRETION
(I) TO APPOINT AGENTS TO ACT ON ITS BEHALF, (II) TO SELECT AND ESTABLISH FUNDS,
(III) TO INTERPRET THE PLAN, (IV) TO DECIDE ANY AND ALL MATTERS ARISING
HEREUNDER (INCLUDING THE RIGHT TO REMEDY POSSIBLE 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 QUESTIONS OF FACT NECESSARY OR ADVISABLE FOR THE
ADMINISTRATION OF THE PLAN, INCLUDING DETERMINATIONS REGARDING ELIGIBILITY FOR
BENEFITS PAYABLE UNDER THE PLAN.
ALL INTERPRETATIONS OF THE COMMITTEE WITH
RESPECT TO ANY MATTER HEREUNDER SHALL BE FINAL, CONCLUSIVE AND BINDING ON ALL
PERSONS AFFECTED THEREBY.
NO MEMBER OF THE 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 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.
7.2
CLAIMS PROCEDURE.
ANY PARTICIPANT, FORMER PARTICIPANT OR
BENEFICIARY MAY FILE A WRITTEN CLAIM WITH THE COMMITTEE SETTING FORTH THE NATURE
OF THE BENEFIT CLAIMED, THE AMOUNT THEREOF, AND THE BASIS FOR CLAIMING
ENTITLEMENT TO SUCH BENEFIT.
THE COMMITTEE SHALL DETERMINE THE VALIDITY OF THE
CLAIM AND COMMUNICATE A DECISION TO THE CLAIMANT PROMPTLY AND, IN ANY
13
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 SIXTY (60) 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 SIXTY (60) DAY PERIOD.
EVERY CLAIM
FOR BENEFITS WHICH IS DENIED 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