INTERPRETATION OF THE PLAN MAY BE DELEGATED OR
ALLOCATED, AGAINST ANY UNREIMBURSED OR UNINSURED COST OR EXPENSE (INCLUDING ANY
SUM PAID IN SETTLEMENT OF A CLAIM WITH THE PRIOR WRITTEN APPROVAL OF THE BOARD)
ARISING OUT OF ANY ACT OR OMISSION TO ACT IN CONNECTION WITH THE PLAN UNLESS
ARISING OUT OF SUCH PERSON'S OWN FRAUD, BAD FAITH, WILLFUL MISCONDUCT OR GROSS
NEGLIGENCE.
SECTION 10.
CONTRACTUAL LIABILITY; TRUST:
10.1
CONTRACTUAL LIABILITY.
THE OBLIGATION OF THE EMPLOYER TO MAKE
PAYMENTS HEREUNDER SHALL CONSTITUTE A CONTRACTUAL LIABILITY OF THE EMPLOYER TO
THE PARTICIPANT.
SUCH PAYMENTS SHALL BE MADE FROM THE GENERAL FUNDS OF THE
EMPLOYER, AND THE EMPLOYER SHALL NOT BE REQUIRED TO ESTABLISH OR MAINTAIN ANY
SPECIAL OR SEPARATE FUND, OR OTHERWISE TO SEGREGATE ASSETS TO ASSURE THAT SUCH
PAYMENTS SHALL BE MADE, AND THE PARTICIPANT SHALL NOT HAVE ANY INTEREST IN ANY
PARTICULAR ASSETS OF THE EMPLOYER BY REASON OF ITS OBLIGATIONS HEREUNDER.
TO
THE EXTENT THAT ANY PERSON ACQUIRES A RIGHT TO RECEIVE PAYMENT FROM THE
EMPLOYER, SUCH RIGHT SHALL BE NO GREATER THAN THE RIGHT OF AN UNSECURED CREDITOR
OF THE EMPLOYER.
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10.2
TRUST.
IF SO DESIGNATED IN THE ADOPTION AGREEMENT, THE EMPLOYER MAY
ESTABLISH A TRUST WITH THE TRUSTEE, PURSUANT TO SUCH TERMS AND CONDITIONS AS ARE
SET FORTH IN THE TRUST AGREEMENT.
THE TRUST, IF AND WHEN ESTABLISHED, IS
INTENDED TO BE TREATED AS A GRANTOR TRUST FOR PURPOSES OF THE CODE AND ALL
ASSETS OF THE TRUST SHALL BE HELD IN THE UNITED STATES.
THE ESTABLISHMENT OF
THE TRUST IS NOT INTENDED TO CAUSE PARTICIPANTS TO REALIZE CURRENT INCOME ON
AMOUNTS CONTRIBUTED THERETO, AND THE TRUST SHALL BE SO INTERPRETED AND
ADMINISTERED.
SECTION 11.
ALLOCATION OF RESPONSIBILITIES:
The persons responsible for the Plan and the duties and responsibilities
allocated to each are as follows:
11.1
BOARD.
(I)
TO AMEND THE PLAN;
(II)
TO APPOINT AND REMOVE MEMBERS OF THE COMMITTEE; AND
(III)
TO TERMINATE THE PLAN AS PERMITTED IN SECTION 14.
11.2
COMMITTEE.
(I)
TO DESIGNATE PARTICIPANTS;
(II)
TO INTERPRET THE PROVISIONS OF THE PLAN AND TO DETERMINE THE
RIGHTS OF THE PARTICIPANTS UNDER THE PLAN, EXCEPT TO THE EXTENT OTHERWISE
PROVIDED IN SECTION 16 RELATING TO CLAIMS PROCEDURE;
(III)
TO ADMINISTER THE PLAN IN ACCORDANCE WITH ITS TERMS, EXCEPT TO
THE EXTENT POWERS TO ADMINISTER THE PLAN ARE SPECIFICALLY DELEGATED TO ANOTHER
PERSON OR PERSONS AS PROVIDED IN THE PLAN;
(IV)
TO ACCOUNT FOR THE AMOUNT CREDITED TO THE DEFERRED COMPENSATION
ACCOUNT OF A PARTICIPANT; AND
(V)
TO DIRECT THE EMPLOYER IN THE PAYMENT OF BENEFITS.
11.3
PLAN ADMINISTRATOR.
(I)
TO FILE SUCH REPORTS AS MAY BE REQUIRED WITH THE UNITED STATES
DEPARTMENT OF LABOR, THE INTERNAL REVENUE SERVICE AND ANY OTHER GOVERNMENT
AGENCY TO WHICH REPORTS MAY BE REQUIRED TO BE SUBMITTED FROM TIME TO TIME; AND
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(II)
TO ADMINISTER THE CLAIMS PROCEDURE TO THE EXTENT PROVIDED IN
SECTION 16.
SECTION 12.
BENEFITS NOT ASSIGNABLE; FACILITY OF PAYMENTS:
12.1
BENEFITS NOT ASSIGNABLE.
NO PORTION OF ANY BENEFIT CREDITED OR