Authority of Benefits Committee. Except as otherwise specifically provided in this Section 12, in controlling and managing the operation and administration of the Plan, the Benefits Committee shall act by a majority of its then members, by meeting or by writing filed without meeting, and shall have the following powers, rights and duties in addition to those vested in it elsewhere in the Plan or Trust, and any decision made by the Benefits Committee (or by any person to whom the Benefits Committee delegates administrative responsibility pursuant to subsection 12.3) pursuant to this subsection 12.2 (or any other provision of the Plan granting the Benefits Committee the authority to act) shall be final:
(a) to adopt such rules of procedure and regulations as, in its opinion, may be necessary for the proper and efficient administration of the Plan and as are consistent with the provisions of the Plan;
(b) to enforce the Plan in accordance with its terms and with such applicable rules and regulations as may be adopted by the Benefits Committee;
(c) to determine conclusively all questions arising under the Plan, including the power to determine the eligibility of employees and the rights of Participants and other persons entitled to benefits under the Plan and their respective benefits, and to remedy ambiguities, inconsistencies or omissions;
(d) to maintain and keep adequate records concerning the Plan and concerning its proceedings and acts in such form and detail as the Benefits Committee may decide;
(e) to direct all payments of benefits under the Plan;
(f) to perform the functions of a “plan administrator” as defined in section 414(g) of the Code, for purposes of Section 9 and for purposes of establishing and implementing procedures to determine the qualified status of domestic relations orders (in accordance with the requirements of section 414(p) of the Code) and to administer distributions under such qualified orders;
(g) to employ agents, attorneys, accountants or other persons (who may also be employed by or represent the Employers) for such purposes as the Benefits Committee considers necessary or desirable to discharge its duties; and
(h) to establish a claims procedure in accordance with section 503 of ERISA. The certificate of a majority of the members of the Benefits Committee that the Benefits Committee has taken or authorized any action shall be conclusive in favor of any person relying on the certificate.
