Common use of Duties of the Plan Administrator Clause in Contracts

Duties of the Plan Administrator. (a) The Plan Administrator shall advise the Trustee with respect to all payments under the terms of the Plan and shall direct the Trustee in writing to make such payments from the Fund; provided, however, in no event shall the Trustee be required to make such payments if the Trustee has actual knowledge that such payments are contrary to the terms of the Plan and the Trust. (b) The Plan Administrator shall from time to time establish rules, not contrary to the provisions of the Plan and the Trust, for the administration of the Plan and the transaction of its business. All elections and designations under the Plan by a Participant or Beneficiary shall be made on forms prescribed by the Plan Administrator. The Plan Administrator shall have discretionary authority to construe the terms of the Plan and shall determine all questions arising in the administration, interpretation and application of the Plan, including, but not limited to, those concerning eligibility for benefits and it shall not act so as to discriminate in favor of any person. All determinations of the Plan Administrator shall be conclusive and binding on all Employees, Members, Beneficiaries and Fiduciaries, subject to the provisions of the Plan and the Trust and subject to applicable law. (c) The Plan Administrator shall furnish Members and Beneficiaries with all disclosures now or hereafter required by ERISA or the Code. The Plan Administrator shall file, as required, the various reports and disclosures concerning the Plan and its operations as required by ERISA and by the Code, and shall be solely responsible for establishing and maintaining all records of the Plan and the Trust. (d) Effective January 1, 1994, the Plan Administrator shall value shares of Company Stock on the following basis: (1) The Plan Administrator shall determine the value of shares of Company Stock held in the Fund on the basis of a good faith determination of value based upon all relevant factors for determining fair market value and shall consider, where applicable, among other factors: prices bid, asked, or paid for Company Stock listed on any nationally recognized securities exchange or quoted through the National Market System of the National Association of Securities Dealers, Inc. Automatic Quotation System; the existence of restrictions upon the sale of shares of Company Stock; the existence of any right in Members and Beneficiaries to require the Plan Sponsor to purchase shares of Company Stock distributed from the Plan to such Members and Beneficiaries at fair market value; the existence and extent of a private market for shares of Company Stock; the price at which shares of Company Stock were acquired; the estimated period of time during which shares of Company Stock would not be freely marketable; the currently available returns on comparable securities; the financial condition and prospects of the Primary Sponsor; the existence of merger proposals or tender offers affecting the Primary Sponsor. To accomplish the foregoing valuation of shares of Company Stock held in the Fund, the Plan Administrator may employ an appraiser to make an annual appraisal of the shares of Company Stock as of each Valuation Date. If, upon investigation, the Plan Administrator makes a good faith determination that such appraiser is experienced in the valuation of shares of stock of companies similar to the Primary Sponsor, that such appraiser utilizes acceptable methods and that such appraiser has an excellent reputation within the appraisal industry, the Plan Administrator may give great weight to such appraiser's report and may make a good faith determination that such appraiser's report of the value of shares of Company Stock is a determination of the fair market value of such shares of Company Stock. (2) In the event of a purchase or sale of shares of Company Stock by the Trustee as of a date other than as of the date of an appraisal as described above, the Plan Administrator shall value shares of Company Stock as of the date of such transaction on the basis of a good faith determination of value, based upon all relevant factors to be used for determining the fair market value of securities, including those above. (e) The statement of specific duties for a Plan Administrator in this Section is not in derogation of any other duties which a Plan Administrator has under the provisions of the Plan or the Trust or under applicable law.

Duties of the Plan Administrator. (a) The Plan Administrator shall advise the Trustee with respect to all payments under the terms of the Plan and shall direct the Trustee in writing to make such payments from the Fund; provided, however, in no event shall the Trustee be required to make such payments if the Trustee has actual knowledge that such payments are contrary to the terms of the Plan and the Trust. (b) The Plan Administrator shall from time to time establish rules, not contrary to the provisions of the Plan and the Trust, for the administration of the Plan and the transaction of its business. All elections and designations under the Plan by a Participant or Beneficiary shall be made on forms prescribed by the Plan Administrator. The Plan Administrator shall have discretionary authority to construe the terms of the Plan and shall determine all questions arising in the administration, interpretation and application of the Plan, including, but not limited to, those concerning eligibility for benefits and it shall not act so as to discriminate in favor of any person. All determinations of the Plan Administrator shall be conclusive and binding on all 19 22 Employees, Members, Beneficiaries and Fiduciaries, subject to the provisions of the Plan and the Trust and subject to applicable law. (c) The Plan Administrator shall furnish Members and Beneficiaries with all disclosures now or hereafter required by ERISA or the Code. The Plan Administrator shall file, as required, the various reports and disclosures concerning the Plan and its operations as required by ERISA and by the Code, and shall be solely responsible for establishing and maintaining all records of the Plan and the Trust. (d) Effective January 1, 1994, the Plan Administrator shall value shares of Company Stock on the following basis: (1) The Plan Administrator shall determine the value of shares of Company Stock held in the Fund on the basis of a good faith determination of value based upon all relevant factors for determining fair market value and shall consider, where applicable, among other factors: prices bid, asked, or paid for Company Stock listed on any nationally recognized securities exchange or quoted through the National Market System of the National Association of Securities Dealers, Inc. Automatic Quotation System; the existence of restrictions upon the sale of shares of Company Stock; the existence of any right in Members and Beneficiaries to require the Plan Sponsor to purchase shares of Company Stock distributed from the Plan to such Members and Beneficiaries at fair market value; the existence and extent of a private market for shares of Company Stock; the price at which shares of Company Stock were acquired; the estimated period of time during which shares of Company Stock would not be freely marketable; the currently available returns on comparable securities; the financial condition and prospects of the Primary Sponsor; the existence of merger proposals or tender offers affecting the Primary Sponsor. To accomplish the foregoing valuation of shares of Company Stock held in the Fund, the Plan Administrator may employ an appraiser to make an annual appraisal of the shares of Company Stock as of each Valuation Date. If, upon investigation, the Plan Administrator makes a good faith determination that such appraiser is experienced in the valuation of shares of stock of companies similar to the Primary Sponsor, that such appraiser utilizes acceptable methods and that such appraiser has an excellent reputation within the appraisal industry, the Plan Administrator may give great weight to such appraiser's report and may make a good faith determination that such appraiser's report of the value of shares of Company Stock is a determination of the fair market value of such shares of Company Stock. (2) In the event of a purchase or sale of shares of Company Stock by the Trustee as of a date other than as of the date of an appraisal as described above, the Plan Administrator shall value shares of Company Stock as of the date of such transaction on the basis of a good faith determination of value, based upon all relevant factors to be used for determining the fair market value of securities, including those above. (e) The statement of specific duties for a Plan Administrator in this Section is not in derogation of any other duties which a Plan Administrator has under the provisions of the Plan or the Trust or under applicable law.

Duties of the Plan Administrator. (a) The Plan Administrator shall advise the Trustee with respect to all payments under the terms of the Plan and shall direct the Trustee in writing to make such payments from the Fund; provided, however, in no event shall the Trustee be required to make such payments if the Trustee has actual knowledge that such payments are contrary to the terms of the Plan and the Trust. (b) The Plan Administrator shall from time to time establish rules, not contrary to the provisions of the Plan and the Trust, for the administration of the Plan and the transaction of its business. All elections and designations under the Plan by a Participant Member or Beneficiary shall be made on forms prescribed by the Plan Administrator. The Plan Administrator shall have discretionary authority to construe the terms of the Plan and shall determine all questions arising in the administration, interpretation and application of the Plan, including, but not limited to, those concerning eligibility for benefits and it shall not act so as to discriminate in favor of any person. All determinations of the Plan Administrator shall be conclusive and binding on all Employees, Members, Beneficiaries and Fiduciaries, subject to the provisions of the Plan and the Trust and subject to applicable law. (c) The Plan Administrator shall furnish Members and Beneficiaries with all disclosures now or hereafter required by ERISA or the Code. The Plan Administrator shall file, as required, the various reports and disclosures concerning the Plan and its operations as required by ERISA and by the Code, and shall be solely responsible for establishing and maintaining all records of the Plan and the Trust. (d) Effective January 1, 1994, the Plan Administrator shall value shares of Company Stock on the following basis: (1) The Plan Administrator shall determine the value of shares of Company Stock held in the Fund on the basis of a good faith determination of value based upon all relevant factors for determining fair market value and shall consider, where applicable, among other factors: prices bid, asked, or paid for Company Stock listed on any nationally recognized securities exchange or quoted through the National Market System of the National Association of Securities Dealers, Inc. Automatic Quotation System; the existence of restrictions upon the sale of shares of Company Stock; the existence of any right in Members and Beneficiaries to require the Plan Sponsor to purchase shares of Company Stock distributed from the Plan to such Members and Beneficiaries at fair market value; the existence and extent of a private market for shares of Company Stock; the price at which shares of Company Stock were acquired; the estimated period of time during which shares of Company Stock would not be freely marketable; the currently available returns on comparable securities; the financial condition and prospects of the Primary Sponsor; the existence of merger proposals or tender offers affecting the Primary Sponsor. To accomplish the foregoing valuation of shares of Company Stock held in the Fund, the Plan Administrator may employ an appraiser to make an annual appraisal of the shares of Company Stock as of each Valuation Date. If, upon investigation, the Plan Administrator makes a good faith determination that such appraiser is experienced in the valuation of shares of stock of companies similar to the Primary Sponsor, that such appraiser utilizes acceptable methods and that such appraiser has an excellent reputation within the appraisal industry, the Plan Administrator may give great weight to such appraiser's report and may make a good faith determination that such appraiser's report of the value of shares of Company Stock is a determination of the fair market value of such shares of Company Stock. (2) In the event of a purchase or sale of shares of Company Stock by the Trustee as of a date other than as of the date of an appraisal as described above, the Plan Administrator shall value shares of Company Stock as of the date of such transaction on the basis of a good faith determination of value, based upon all relevant factors to be used for determining the fair market value of securities, including those above. (e) The statement of specific duties for a Plan Administrator in this Section is not in derogation of any other duties which a Plan Administrator has under the provisions of the Plan or the Trust or under applicable law.

Duties of the Plan Administrator. (a) The Plan Administrator shall advise the Trustee with respect to all payments under the terms of the Plan and shall direct the Trustee in writing to make such payments from the Fund; provided, however, in no event shall the Trustee be required to make such payments if the Trustee has actual knowledge that such payments are contrary to the terms of the Plan and the Trust. (b) The Plan Administrator shall from time to time establish rules, not contrary to the provisions of the Plan and the Trust, for the administration of the Plan and the transaction of its business. All elections and designations under the Plan by a Participant or Beneficiary shall be made on forms prescribed by the Plan Administrator. The Plan Administrator shall have discretionary authority to construe the terms of the Plan and shall determine all questions arising in the administration, interpretation and application of the Plan, including, but not limited to, those concerning eligibility for benefits and it shall not act so as to discriminate in favor of any person. All determinations of the Plan Administrator shall be conclusive and binding on all Employees, MembersParticipants, Beneficiaries and Fiduciaries, subject to the provisions of the Plan and the Trust and subject to applicable law. (c) The Plan Administrator shall furnish Members Participants and Beneficiaries with all disclosures now or hereafter required by ERISA or the Code. The Plan Administrator shall file, as required, the various reports and disclosures concerning the Plan and its operations as required by ERISA and by the Code, and shall be solely responsible for establishing and maintaining all records of the Plan and the Trust. (d) Effective January 1, 1994, the Plan Administrator shall value shares of Company Stock on the following basis: (1) The Plan Administrator shall determine the value of shares of Company Stock held in the Fund on the basis of a good faith determination of value based upon all relevant factors for determining fair market value and shall consider, where applicable, among other factors: prices bid, asked, or paid for Company Stock listed on any nationally recognized securities exchange or quoted through the National Market System of the National Association of Securities Dealers, Inc. Automatic Quotation System; the existence of restrictions upon the sale of shares of Company Stock; the existence of any right in Members and Beneficiaries to require the Plan Sponsor to purchase shares of Company Stock distributed from the Plan to such Members and Beneficiaries at fair market value; the existence and extent of a private market for shares of Company Stock; the price at which shares of Company Stock were acquired; the estimated period of time during which shares of Company Stock would not be freely marketable; the currently available returns on comparable securities; the financial condition and prospects of the Primary Sponsor; the existence of merger proposals or tender offers affecting the Primary Sponsor. To accomplish the foregoing valuation of shares of Company Stock held in the Fund, the Plan Administrator may employ an appraiser to make an annual appraisal of the shares of Company Stock as of each Valuation Date. If, upon investigation, the Plan Administrator makes a good faith determination that such appraiser is experienced in the valuation of shares of stock of companies similar to the Primary Sponsor, that such appraiser utilizes acceptable methods and that such appraiser has an excellent reputation within the appraisal industry, the Plan Administrator may give great weight to such appraiser's report and may make a good faith determination that such appraiser's report of the value of shares of Company Stock is a determination of the fair market value of such shares of Company Stock. (2) In the event of a purchase or sale of shares of Company Stock by the Trustee as of a date other than as of the date of an appraisal as described above, the Plan Administrator shall value shares of Company Stock as of the date of such transaction on the basis of a good faith determination of value, based upon all relevant factors to be used for determining the fair market value of securities, including those above. (e) The statement of specific duties for a Plan Administrator in this Section is not in derogation of any other duties which a Plan Administrator has under the provisions of the Plan or the Trust or under applicable law.

Duties of the Plan Administrator. (a) The Plan Administrator shall advise the Trustee with respect to all payments under the terms of the Plan and shall direct the Trustee in writing to make such payments from the Fund; provided, however, in no event shall the Trustee be required to make such payments if the Trustee has actual knowledge that such payments are contrary to the terms of the Plan and the Trust. (b) The Plan Administrator shall from time to time establish rules, not contrary to the provisions of the Plan and the Trust, for the administration of the Plan and the transaction of its business. All elections and designations under the Plan by a Participant Member or Beneficiary shall be made on forms prescribed by the Plan Administrator. The Plan Administrator shall have discretionary authority to construe the terms of the Plan and shall determine all questions arising in the administration, interpretation and application of the Plan, including, but not limited to, those concerning eligibility for benefits and it shall not act so as to discriminate in favor of any person. All determinations of the Plan Administrator shall be conclusive and binding on all Employees, Members, Beneficiaries and Fiduciaries, subject to the provisions of the Plan and the Trust and subject to applicable law. (c) The Plan Administrator shall furnish Members and Beneficiaries with all disclosures now or hereafter required by ERISA or the Code. The Plan Administrator shall file, as required, the various reports and disclosures concerning the Plan and its operations as required by ERISA and by the Code, and shall be solely responsible for establishing and maintaining all records of the Plan and the Trust. (d) Effective January 1, 1994, the Plan Administrator shall value shares of Company Stock on the following basis: (1) The Plan Administrator shall determine the value Fair Market Value of shares of Company Stock held in the Fund on the basis of a good faith determination of value based upon all relevant factors for determining fair market value and shall consider, where applicable, among other factors: prices bid, asked, or paid for Company Stock listed on any nationally recognized securities exchange or quoted through the National Market System of the National Association of Securities Dealers, Inc. Automatic Quotation System; the existence of restrictions upon the sale of shares of Company Stock; the existence of any right in Members and Beneficiaries to require the Plan Sponsor to purchase shares of Company Stock distributed from the Plan to such Members and Beneficiaries at fair market value; the existence and extent of a private market for shares of Company Stock; the price at which shares of Company Stock were acquired; the estimated period of time during which shares of Company Stock would not be freely marketable; the currently available returns on comparable securities; the financial condition and prospects of the Primary Sponsor; the existence of merger proposals or tender offers affecting the Primary Sponsor. To accomplish the foregoing valuation of shares of Company Stock held in the Fund, the Plan Administrator may employ an appraiser to make an annual appraisal of the shares of Company Stock determined as of each Valuation Date. If, upon investigationIn the case of a transaction between the Plan and a disqualified person within the meaning of Code Section 4975, the Plan Administrator makes a good faith determination that such appraiser is experienced in the valuation of shares of stock of companies similar to the Primary Sponsor, that such appraiser utilizes acceptable methods and that such appraiser has an excellent reputation within the appraisal industry, the Plan Administrator may give great weight to such appraiser's report and may make a good faith determination that such appraiser's report of the value Fair Market Value of shares of Company Stock is a determination of the fair market value of such shares of Company Stock. (2) In the event of a purchase or sale of shares of Company Stock by the Trustee as of a date other than must be determined as of the date of an appraisal as described above, the Plan Administrator shall value shares of Company Stock as of the date of such transaction on the basis of a good faith determination of value, based upon all relevant factors to be used for determining the fair market value of securities, including those abovetransaction. (e) The statement of specific duties for a Plan Administrator in this Section is not in derogation of any other duties which a Plan Administrator has under the provisions of the Plan or the Trust or under applicable law.