PROVIDED, HOWEVER, THAT:
(I) THE FEES OF THE AMERICAN ARBITRATION ASSOCIATION
SHALL BE BORNE EQUALLY BY THE PARTIES; AND (II) IF THE ARBITRATION
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IS RESOLVED IN FAVOR OF THE PARTICIPANT, BENEFICIARY OR OTHER PERSON ASSERTING A
CLAIM UNDER THE PLAN, SUCH PERSON'S COST OF THE ARBITRATION AND THE FEES OF THE
AMERICAN ARBITRATION ASSOCIATION SHALL BE PAID BY THE COMPANY.
13.7
NOTHING CONTAINED HEREIN SHALL PRECLUDE A PARTICIPATING COMPANY
FROM MERGING INTO OR WITH, OR BEING ACQUIRED BY, ANOTHER BUSINESS ENTITY.
13.8
THE LIABILITIES UNDER THE PLAN SHALL BE BINDING UPON ANY SUCCESSOR
OR ASSIGN OF THE COMPANY, OR OF ANOTHER PARTICIPATING COMPANY THAT HAS ASSUMED
LIABILITY PURSUANT TO SECTION 9.3, AND UPON ANY PURCHASER OF SUBSTANTIALLY ALL
OF THE ASSETS OF THE COMPANY OR SUCH PARTICIPATING COMPANY.
SUBJECT TO SECTION
10.2, THE PLAN SHALL CONTINUE IN FULL FORCE AND EFFECT AFTER SUCH AN EVENT, WITH
ALL REFERENCES TO THE "COMPANY" OR A "PARTICIPATING COMPANY" HEREIN REFERRING
ALSO TO SUCH SUCCESSOR, ASSIGNOR OR PURCHASER, AS THE CASE MAY BE.
13.9
THE PLAN SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK TO
THE EXTENT THEY ARE NOT PREEMPTED BY THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974, AS AMENDED FROM TIME TO TIME.
13.10
THE TITLES OF THE ARTICLES IN THE PLAN ARE FOR CONVENIENCE OF
REFERENCE ONLY, AND, IN THE EVENT OF ANY CONFLICT, THE TEXT RATHER THAN SUCH
TITLES SHALL CONTROL.
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