ADMINISTRATIVE EXPENSES AND FEES OF THE ADMINISTRATOR; (2) INDEMNIFY THE
ADMINISTRATOR AGAINST ANY COSTS, EXPENSES AND
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LIABILITIES INCLUDING, WITHOUT LIMITATION, ATTORNEY'S FEES AND EXPENSES ARISING
IN CONNECTION WITH THE PERFORMANCE OF THE ADMINISTRATOR HEREUNDER, EXCEPT WITH
RESPECT TO MATTERS RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF
THE ADMINISTRATOR OR ITS EMPLOYEES OR AGENTS; AND (3) SUPPLY FULL AND TIMELY
INFORMATION TO THE ADMINISTRATOR OR ALL MATTERS RELATING TO THE PLAN, THE TRUST,
THE PARTICIPANTS AND THEIR BENEFICIARIES, THE ACCOUNT BALANCES OF THE
PARTICIPANTS, THE DATE OF CIRCUMSTANCES OF THE RETIREMENT, DISABILITY, DEATH OR
TERMINATION OF EMPLOYMENT OF THE PARTICIPANTS, AND SUCH OTHER PERTINENT
INFORMATION AS THE ADMINISTRATOR MAY REASONABLY REQUIRE.
UPON AND AFTER A
CHANGE IN CONTROL, THE ADMINISTRATOR MAY BE TERMINATED (AND A REPLACEMENT
APPOINTED) BY THE TRUSTEE ONLY WITH THE APPROVAL OF THE EX-CEO.
UPON AND AFTER
A CHANGE IN CONTROL, THE ADMINISTRATOR MAY NOT BE TERMINATED BY THE COMPANY.
13.3
AGENTS.
IN THE ADMINISTRATION OF THIS PLAN, THE COMMITTEE MAY,
FROM TIME TO TIME, EMPLOY AGENTS AND DELEGATE TO THEM SUCH ADMINISTRATIVE DUTIES
AS IT SEES FIT (INCLUDING ACTING THROUGH A DULY APPOINTED REPRESENTATIVE) AND
MAY FROM TIME TO TIME CONSULT WITH COUNSEL WHO MAY BE COUNSEL TO ANY EMPLOYER.
13.4
BINDING EFFECT OF DECISIONS.
THE DECISION OR ACTION OF THE
ADMINISTRATOR WITH RESPECT TO ANY QUESTION ARISING OUT OF OR IN CONNECTION WITH
THE ADMINISTRATION, INTERPRETATION AND APPLICATION OF THE PLAN AND THE RULES AND
REGULATIONS PROMULGATED HEREUNDER SHALL BE FINAL AND CONCLUSIVE AND BINDING UPON
ALL PERSONS HAVING ANY INTEREST IN THE PLAN.
13.5
INDEMNITY OF COMMITTEE.
ALL EMPLOYERS SHALL INDEMNIFY AND HOLD
HARMLESS THE MEMBERS OF THE COMMITTEE, ANY EMPLOYEE TO WHOM THE DUTIES OF THE
COMMITTEE MAY BE DELEGATED, AND THE ADMINISTRATOR AGAINST ANY AND ALL CLAIMS,
LOSSES, DAMAGES, EXPENSES OR LIABILITIES ARISING FROM ANY ACTION OR FAILURE TO
ACT WITH RESPECT TO THIS PLAN, EXCEPT IN THE CASE OF WILLFUL MISCONDUCT BY THE
COMMITTEE, ANY OF ITS MEMBERS, ANY SUCH EMPLOYEE OR THE ADMINISTRATOR.
13.6
EMPLOYER INFORMATION.
TO ENABLE THE COMMITTEE AND/OR ADMINISTRATOR
TO PERFORM ITS FUNCTIONS, THE COMPANY AND EACH EMPLOYER SHALL SUPPLY FULL AND
TIMELY INFORMATION TO THE COMMITTEE AND/OR ADMINISTRATOR, AS THE CASE MAY BE, ON
ALL MATTERS RELATING TO THE COMPENSATION OF ITS PARTICIPANTS, THE DATE AND
CIRCUMSTANCES OF THE RETIREMENT, DISABILITY, DEATH OR CIRCUMSTANCES OF THE
RETIREMENT, DISABILITY, DEATH OR TERMINATION OF EMPLOYMENT OF ITS PARTICIPANTS,
AND SUCH OTHER PERTINENT INFORMATION AS THE COMMITTEE OR ADMINISTRATOR MAY
REASONABLY REQUIRE.
ARTICLE 14
OTHER BENEFITS AND AGREEMENTS
14.1
COORDINATION WITH OTHER BENEFITS.
THE BENEFITS PROVIDED FOR A
PARTICIPANT AND PARTICIPANT'S BENEFICIARY UNDER THE PLAN ARE IN ADDITION TO ANY
OTHER BENEFITS AVAILABLE TO SUCH PARTICIPANT UNDER ANY OTHER PLAN OR PROGRAM FOR
EMPLOYEES OF THE PARTICIPANT'S EMPLOYER.
THE PLAN SHALL SUPPLEMENT AND SHALL
NOT SUPERSEDE, MODIFY OR AMEND ANY OTHER SUCH PLAN OR PROGRAM EXCEPT AS MAY
OTHERWISE BE EXPRESSLY PROVIDED.
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ARTICLE 15
CLAIMS PROCEDURES
15.1
PRESENTATION OF CLAIM.
ANY PARTICIPANT OR BENEFICIARY