ADMINISTRATION OF THE PLAN;
(II)
INTERPRET THE PROVISIONS OF THE PLAN AND RESOLVE ANY QUESTION
ARISING UNDER THE PLAN, OR IN CONNECTION WITH THE ADMINISTRATION OR OPERATION
THEREOF;
(III)
MAKE ALL DETERMINATIONS AFFECTING THE ELIGIBILITY OF ANY EMPLOYEE
TO BE OR BECOME A PARTICIPANT;
(IV)
DETERMINE ELIGIBILITY FOR AND AMOUNT OF RETIREMENT BENEFITS FOR
ANY PARTICIPANT;
(V)
AUTHORIZE AND DIRECT THE TRUSTEE WITH RESPECT TO ALL DISBURSEMENTS
OF BENEFITS UNDER THE PLAN;
(VI)
EMPLOY AND ENGAGE SUCH PERSONS, COUNSEL AND AGENTS AND TO OBTAIN
SUCH ADMINISTRATIVE, CLERICAL, MEDICAL, LEGAL, AUDIT AND ACTUARIAL SERVICES AS
IT MAY DEEM NECESSARY IN CARRYING OUT THE PROVISIONS OF THE PLAN;
(VII)
DELEGATE AND ALLOCATE SPECIFIC RESPONSIBILITIES, OBLIGATIONS AND
DUTIES IMPOSED BY THE PLAN TO ONE OR MORE EMPLOYEES, OFFICERS OR SUCH OTHER
PERSONS AS THE PLAN ADMINISTRATOR DEEMS APPROPRIATE; AND
(VIII)
AMEND THE PLAN FOR CHANGES IN THE LAWS OR REGULATIONS RELATED TO
THE PLAN, TO CLARIFY ANY PROVISIONS IN THE PLAN OR CORRECT ANY ERRORS IN THE
DOCUMENT, TO SIMPLY ADMINISTRATION OR FOR ADMINISTRATIVE CONVENIENCE, AND FOR
ANY OTHER REASON PROVIDED THAT WITH RESPECT TO AN AMENDMENT "FOR ANY OTHER
REASON", THE DELEGATE REASONABLY BELIEVES THAT THE AMENDMENT WILL NOT HAVE THE
IMPACT OF SIGNIFICANTLY INCREASING THE COST OR POTENTIAL LIABILITY EXPOSURE OF
THE PLAN TO THE EMPLOYER. THE AUTHORITY SET FORTH IN THIS
SECTION 12.2(B)(VIII) MAY BE DELEGATED ONLY TO A SENIOR EXECUTIVE OF THE
COMPANY.
Except as otherwise indicated, the Plan Administration Committee may delegate
any of these powers and duties to employees of the Company or committees
consisting of employees.
(C)
INVESTMENT AUTHORITY
The Plan Investment Committee shall have the following powers and duties with
respect to the investment of the Trust:
(I)
TO DIRECT THE TRUSTEE IN THE INVESTMENT, REINVESTMENT, AND
DISPOSITION OF THE TRUST, INCLUDING THE INVESTMENT OF UP TO 100% OF THE TRUST IN
"QUALIFYING EMPLOYER SECURITIES" (AS DEFINED IN SECTION 407(D)(5) OF ERISA)
WITHOUT REGARD TO THE LIMITATIONS OF ERISA SECTIONS 407(A)(2), (3), OR (4), AS
PROVIDED IN THE TRUST AGREEMENT;
(II)
TO REVIEW, SELECT OR REMOVE, AND MONITOR INVESTMENT FUNDS AND
FUND MANAGERS;
(III)
TO RECEIVE AND REVIEW REPORTS OF THE FINANCIAL CONDITION AND OF
THE RECEIPTS AND DISBURSEMENTS OF THE TRUST FROM THE TRUSTEE;
(IV)
TO FURNISH THE EMPLOYER WITH INFORMATION WHICH THE EMPLOYER
MAY REQUIRE FOR TAX OR OTHER PURPOSES;
(V)
TO ENGAGE THE SERVICES OF OR REMOVE AN INVESTMENT MANAGER OR
MANAGERS (AS DEFINED IN ERISA SECTION 3(38)), EACH OF WHOM SHALL HAVE FULL POWER
AND AUTHORITY TO MANAGE, ACQUIRE OR DISPOSE (OR DIRECT THE TRUSTEE WITH RESPECT
TO ACQUISITION OR DISPOSITION) OF ANY PLAN ASSET UNDER ITS CONTROL; AND
(VI)
TO INTERPRET AND CONSTRUE THE PLAN WITH RESPECT TO THE INVESTMENT,
REINVESTMENT, AND DISPOSITION OF PLAN ASSETS.
12.3
INDEMNITY
The Company shall indemnify and hold harmless the Committees, and their members,
and each of them, from and against any and all loss resulting from liability to
which the Committee, or its members, may be subjected by reason of any