BY THE COMMITTEE
WITH RESPECT TO A PARTICIPANT WHO IS NEITHER A MEMBER NOR THE CHAIRMAN); AND
FURTHER PROVIDED THAT NO AMENDMENT MADE WITHIN SIX (6) MONTHS BEFORE A CHANGE IN
CONTROL OR AT ANY TIME AFTER A CHANGE IN CONTROL THAT REDUCES OR OTHERWISE
ADVERSELY AFFECTS A PARTICIPANT'S RIGHTS WITH RESPECT TO FULL OR PRORATA
BENEFITS SHALL BE GIVEN EFFECT.
5.2
RESTRICTIONS ON COMPANY'S ACTION.
WITHOUT
THE EXPRESS WRITTEN CONSENT OF THE PARTICIPANT, NO ACTION TAKEN BY THE COMPANY
SHALL ADVERSELY AFFECT A PARTICIPANT'S (OR HIS SPOUSE'S) RIGHT TO RECEIVE A FULL
OR PRORATA BENEFIT UPON SATISFACTION BY THE PARTICIPANT OF THE CONDITIONS
PRECEDENT TO ENTITLEMENT TO SUCH A BENEFIT AS THEY EXIST UNDER THE TERMS OF THE
PLAN IN EFFECT IMMEDIATELY PRIOR TO SUCH ACTION, AND AT THE TIME AND ON THE
TERMS THEN IN EFFECT.
NOTWITHSTANDING THE FOREGOING, THE COMPANY RESERVES THE
RIGHT TO PAY IN ONE LUMP SUM THE PRESENT VALUE OF ANY FULL OR PRORATA BENEFIT
UPON TERMINATION OF THE PLAN.
5.3
NOTWITHSTANDING ANYTHING HEREIN TO THE
CONTRARY, THE PROVISIONS OF THIS ARTICLE 5 MAY NOT BE AMENDED WITHOUT THE
EXPRESS WRITTEN CONSENT OF EACH PARTICIPANT.
ARTICLE 6
ADMINISTRATION; FUNDING OF TRUST
6.1
COMMITTEE.
THE PLAN SHALL BE ADMINISTERED
BY THE COMMITTEE.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE
COMMITTEE SHALL HAVE THE POWER AND DISCRETION:
(A)
TO MAKE AND ENFORCE RULES AND REGULATIONS
AND TO PRESCRIBE THE USE OF FORMS NECESSARY OR ADVISABLE FOR EFFICIENT
ADMINISTRATION OF THE PLAN;
(B)
TO INTERPRET THE PLAN, TO RESOLVE
AMBIGUITIES, INCONSISTENCIES AND OMISSIONS AND TO DECIDE QUESTIONS CONCERNING
THE ELIGIBILITY OF ANY PERSON TO
12
RECEIVE BENEFITS UNDER THE PLAN, SUCH INTERPRETATIONS, RESOLUTIONS AND DECISIONS
TO BE FINAL AND CONCLUSIVE ON ALL PERSONS;
(C)
TO DIRECT PAYMENT OF AMOUNTS DUE WITH
RESPECT TO EACH PARTICIPANT UNDER THE PLAN;
(D)
TO DELEGATE AUTHORITY TO AGENTS AND OTHER
PERSONS TO ACT ON ITS OR HIS BEHALF IN CARRYING OUT THE PROVISIONS AND
ADMINISTRATION OF THE PLAN AND TO TAKE OR DIRECT ANY ACTION REQUIRED OR
ADVISABLE WITH RESPECT TO THE ADMINISTRATION OF THE PLAN AND TRUST; AND
(E)
TO PERFORM ANY OTHER ACTS AS THE COMMITTEE
DEEMS NECESSARY OR APPROPRIATE FOR THE PROPER ADMINISTRATION OF THIS PLAN.
6.2
CLAIMS PROCEDURE.
IF ANY CLAIM FOR BENEFITS
UNDER THE PLAN IS DENIED, THE COMMITTEE SHALL FOLLOW PROCEDURES SIMILAR TO THOSE
THEN IN EFFECT UNDER THE QUALIFIED PLAN FOR NOTIFYING THE APPLICANT OF SUCH
DENIAL AND FOR AFFORDING THE APPLICANT AN OPPORTUNITY TO APPEAL SUCH DENIAL.
6.3
SERVICE OF PROCESS.
THE COMPANY OR SUCH
OTHER PERSON AS MAY FROM TIME TO TIME BE DESIGNATED BY THE COMMITTEE SHALL BE
THE AGENT FOR SERVICE OF PROCESS UNDER THE PLAN.
6.4
NO BOND REQUIRED.
NO BOND OR OTHER SECURITY
SHALL BE REQUIRED OF ANY INDIVIDUAL OR THE COMMITTEE EXCEPT AS MAY BE REQUIRED
BY LAW.
6.5
LIMITATION OF LIABILITY; INDEMNITY.
EXCEPT
TO THE EXTENT OTHERWISE PROVIDED BY LAW, IF ANY DUTY OR RESPONSIBILITY OF THE
COMMITTEE HAS BEEN ALLOCATED OR DELEGATED TO