Common use of Plan Administration Clause in Contracts

Plan Administration. (a) The Plan Administrator shall have sole discretion and authority to control and manage the operation and administration of the Plan. (b) The Plan Administrator shall have complete discretion to interpret the provisions of the Plan, make findings of fact, correct errors, and supply omissions. All decisions and interpretations of the Plan Administrator made in good faith pursuant to the Plan shall be final, conclusive and binding on all persons, subject only to the claims procedure, and may not be overturned unless found by a court to be arbitrary and capricious. (c) The Plan Administrator shall have all other powers necessary to administer the Plan, including, but not limited to, the following: (i) To prescribe procedures to be followed by Participants in making elections under the Plan and in filing claims under the Plan; (ii) To prepare and distribute information explaining the Plan to Participants; (iii) To receive from the Employer (or Participating Employer) and Participants, Spouses, Dependents and Beneficiaries such information as shall be necessary or desirable for the proper administration of the Plan; (iv) To keep records of elections, claims and disbursements for claims under the Plan, and such other information as may be required by the Code; (v) To appoint individuals or committees to assist in the administration of the Plan and to engage any other agents it deems advisable; (vi) To purchase any insurance deemed necessary for providing benefits under the Plan; (vii) To accept, modify or reject Participant elections under the Plan; (viii) To promulgate election forms and claims forms to be used by Participants; (ix) To prepare and file any reports or returns with respect to the Plan required by the Code or any other laws; (x) To determine and announce any Benefit Contributions required hereunder; (xi) To determine and enforce any limits on benefits elected hereunder; (xii) To take such action as may be necessary to effect any required payroll deduction of any Benefit Contributions required hereunder; and (xiii) To correct errors and make equitable adjustments for mistakes made in the administration of the Plan; specifically, and without limitation, to recover erroneous overpayments made from the Plan to a Participant, Spouse, Dependent or Beneficiary, in whatever manner the Plan Administrator determines is appropriate, including suspensions or recoupment of, or offsets against, future payments due that Participant, Spouse, Dependent or Beneficiary.

Plan Administration. (a) 7.01 The Plan Administrator Retirement Board shall have sole discretion and authority to control and manage the operation and administration of the Plan. (b) The Plan Administrator shall have complete discretion to interpret the provisions of administer the Plan, make findings of fact, correct errors, and supply omissions. All decisions and interpretations of the Plan Administrator made in good faith pursuant to the Plan shall be final, conclusive and binding on all persons, subject only to the claims procedure, and may not be overturned unless found by a court to be arbitrary and capricious. (c) The Plan Administrator shall have all other such duties and powers as may be necessary to administer the Plandischarge its duties as administrator, including, but not limited toby way of limitation, the following: (ia) To construe and interpret the Plan, decide all questions of Eligibility and determine the amount, manner and time of payment of any benefits hereunder. (b) To prescribe procedures to be followed by Participants, Former Participants in making elections under the Plan and in Beneficiaries filing claims under the Plan;applications for benefits. (iic) To prepare and distribute distribute, in such manner as it determines to be appropriate, information explaining the Plan to Participants;Plan. (iiid) To receive from the Employer (or Participating Employer) and Participants, Spouses, Dependents and Beneficiaries Participants such information as shall be necessary or desirable for the proper administration of the Plan;plan. (ive) To keep records prepare a written summary annual report and list of elections, claims and disbursements for claims under the Plan, and such other information expenses paid by soft dollar as may be required by the Code;Public Act 314 of 1965. (vf) To appoint or employ individuals or committees to assist in the administration of the Plan and to engage any other agents it deems advisable;, including legal and actuarial counsel. (vi) To purchase 7.02 The Retirement Board shall have no power to add to, subtract from or modify any insurance deemed necessary of the terms of the Plan, or to change or add to any benefits provided by the Plan, or to waive or fail to apply any requirements of eligibility for providing benefits a benefit under the Plan;, unless explicitly provided herein. (vii) To accept7.03 Any Participant, modify Former Participant or reject Participant elections under Beneficiary who has been denied a benefit by a decision of the Plan; (viii) To promulgate election forms and claims forms Retirement Board shall be entitled to request the Retirement Board to give further consideration to his claim by filing with the Retirement Board a request for a hearing. Such a request, together with a written statement of the reasons why the claimant believes his claim should be used allowed, shall be filed with the Retirement Board within 60 days of the Retirement Board’s decision denying the benefit. The Retirement Board shall then conduct a hearing within 60 days at which the claimant may be represented by Participants; (ix) To prepare and file any reports or returns with respect to the Plan required by the Code an attorney or any other laws; representative of his choosing and at which the claimant shall have an opportunity to submit written and oral evidence and arguments in support of his claim. At the hearing (xor prior thereto upon five business day’s written notice to the Retirement Board) To determine and announce any Benefit Contributions required hereunder; (xi) To determine and enforce any limits on benefits elected hereunder; (xii) To take such action as may be necessary the claimant or his representative shall have an opportunity to effect any required payroll deduction of any Benefit Contributions required hereunder; and (xiii) To correct errors and make equitable adjustments for mistakes made review all documents in the administration possession of the Plan; specificallyRetirement Board which are pertinent to the claim at issue and its disallowance. A final decision as to the allowance of the claim shall be made by the Retirement Board within 90 days of the hearing (unless there has been an extension due to special circumstances, provided the delay and without limitation, the special circumstances occasioning it are communicated to recover erroneous overpayments made from the claimant in writing). Such communication shall include specific reasons for the decision and specific references to the pertinent Plan to a Participant, Spouse, Dependent or Beneficiary, in whatever manner provisions on which the Plan Administrator determines decision is appropriate, including suspensions or recoupment of, or offsets against, future payments due that Participant, Spouse, Dependent or Beneficiarybased.

Plan Administration. (a) The Plan Administrator shall will be administered by the Committee. The Board may from time to time fill vacancies on the Committee. Subject to the express provisions of the Plan, the Committee will have sole discretion the power to: (i) determine how and when Options will be granted and the provisions of each Offering, which need not be identical; (ii) exercise discretionary authority to control construe and manage interpret the Plan and to take any actions necessary to implement the Plan; (iii) prescribe, amend, and rescind rules and regulations relating to the Plan; (iv) make all determinations necessary or advisable in administering the Plan; (v) settle all controversies regarding the Plan and Options granted thereunder; (vi) amend, suspend or terminate the Plan at any time as provided in Article XV; (vii) exercise such powers and perform such acts as it deems necessary or expedient to promote the best interests of the Company and the Participating Subsidiaries and to carry out the intent that the Plan be treated as an Employee Stock Purchase Plan; (viii) adopt such rules, procedures and sub-plans under the Plan relating to the operation and administration of the Plan.Plan as necessary or appropriate under applicable local laws, regulations and procedures to permit or facilitate participation in the plan by Eligible Employees who are foreign nationals or employed or located outside of the United States; (bix) The determine the length and timing of Offering Periods and Purchase Periods and the associated Offering Dates and Purchase Dates; (x) determine whether an Employee is an Eligible Employee as of any Offering Date; and (xi) determine which Subsidiaries will be designated as Participating Subsidiaries eligible to participate in the Plan Administrator shall have complete discretion to interpret the provisions of the Plan, make findings of fact, correct errors, and supply omissionsOfferings thereunder. All decisions actions and interpretations of determinations by the Plan Administrator made Committee in good faith pursuant to the Plan shall be final, conclusive final and binding on upon all persons, subject only to the claims procedure, and . The Committee may not be overturned unless found by a court to be arbitrary and capricious. (c) The Plan Administrator shall have all request advice or assistance or employ or designate such other powers necessary to administer the Plan, including, but not limited to, the following: (i) To prescribe procedures to be followed by Participants in making elections under the Plan and in filing claims under the Plan; (ii) To prepare and distribute information explaining the Plan to Participants; (iii) To receive from the Employer (or Participating Employer) and Participants, Spouses, Dependents and Beneficiaries such information persons as shall be are necessary or desirable advisable for the proper administration of the Plan; (iv) To keep records of elections, claims and disbursements for claims under . The Committee may also delegate its authority to administer to the Plan, and such other information as may be required by the Code; (v) To appoint individuals or committees to assist in the administration of the Plan and to engage any other agents it deems advisable; (vi) To purchase any insurance deemed necessary for providing benefits under the Plan; (vii) To accept, modify or reject Participant elections under the Plan; (viii) To promulgate election forms and claims forms to be used by Participants; (ix) To prepare and file any reports or returns with respect to the Plan required extent permitted by the Code or any other laws; (x) To determine and announce any Benefit Contributions required hereunder; (xi) To determine and enforce any limits on benefits elected hereunder; (xii) To take such action as may be necessary to effect any required payroll deduction of any Benefit Contributions required hereunder; and (xiii) To correct errors and make equitable adjustments for mistakes made in the administration of the Plan; specifically, and without limitationlaw, to recover erroneous overpayments made from the Plan to a Participant, Spouse, Dependent any individual or Beneficiary, in whatever manner the Plan Administrator determines is appropriate, including suspensions or recoupment of, or offsets against, future payments due that Participant, Spouse, Dependent or Beneficiarygroup of individuals.

Plan Administration. (a) 9.1 Powers, Duties and Responsibilities of the Administrator and the Committee -------------------------------------------------------------------------- 9.1.1 The Plan Administrator shall and the Committee have sole full discretion and authority power to control construe the Plan and manage to determine all questions of fact or interpretation that may arise under it. Interpretation of the operation Plan or determination of questions of fact regarding the Plan by the Administrator or the Committee will be conclusively binding on all persons interested in the Plan. 9.1.2 The Administrator and the Committee have the power to promulgate such rules and procedures, to maintain or cause to be maintained such records, and to issue such forms as they deem necessary or proper to administer the Plan. 9.1.3 Subject to the terms of the Plan, the Administrator and/or the Committee will determine the time and manner in which all elections authorized by the Plan must be made or revoked. 9.1.4 The Administrator and the Committee have all the rights, powers, duties and obligations granted or imposed upon them elsewhere in the Plan. 9.1.5 The Administrator and the Committee have the power to do all other acts in the judgment of the Administrator or Committee necessary or desirable for the proper and advantageous administration of the Plan. (b) 9.1.6 The Plan Administrator shall have complete discretion and the Committee will exercise all responsibilities in a uniform and nondiscriminatory manner. The Administrator and the Committee may designate by written instrument one or more actuaries, accountants or consultants as fiduciaries to interpret the provisions carry out, where appropriate, their administrative responsibilities, including their fiduciary duties. The Committee may from time to time allocate or delegate to any subcommittee, member of the PlanCommittee and others, make findings of fact, correct errors, and supply omissions. All decisions and interpretations not necessarily employees of the Plan Administrator made in good faith pursuant Company, any of its duties relative to the Plan shall be finalcompliance with ERISA, conclusive and binding on all persons, subject only to the claims procedure, and may not be overturned unless found by a court to be arbitrary and capricious. (c) The Plan Administrator shall have all other powers necessary to administer the Plan, including, but not limited to, the following: (i) To prescribe procedures to be followed by Participants in making elections under the Plan and in filing claims under the Plan; (ii) To prepare and distribute information explaining the Plan to Participants; (iii) To receive from the Employer (or Participating Employer) and Participants, Spouses, Dependents and Beneficiaries such information as shall be necessary or desirable for the proper administration of the Plan; (iv) To keep records of elections, claims and disbursements for claims under the Plan, and such other information as may be required by the Code; (v) To appoint individuals or committees to assist in the administration of the Plan and to engage any other agents it deems advisable; (vi) To purchase any insurance deemed necessary for providing benefits related matters, including those involving the exercise of discretion. The Company's duties and responsibilities under the Plan; (vii) To acceptPlan shall be carried out by its directors, modify or reject Participant elections under officers and employees, acting on behalf of and in the Plan; (viii) To promulgate election forms name of the Company in their capacities as directors, officers and claims forms to employees, and not as individual fiduciaries. No director, officer nor employee of the Company shall be used by Participants; (ix) To prepare and file any reports or returns a fiduciary with respect to the Plan required unless he or she is specifically so designated and expressly accepts such designation. The Committee shall consist of not less than three people, who need not be directors, and shall be appointed by the Code or any other laws; (x) To determine and announce any Benefit Contributions required hereunder; (xi) To determine and enforce any limits on benefits elected hereunder; (xii) To take such action as may be necessary to effect any required payroll deduction of any Benefit Contributions required hereunder; and (xiii) To correct errors and make equitable adjustments for mistakes made in the administration Chief Executive Officer of the Plan; specificallyCompany. Any Committee member may resign and the Chief Executive Officer may remove any Committee member, with or without cause, at any time. A majority of the members of the Committee shall constitute a quorum for the transaction of business and without limitation, the act of a majority of the Committee members at a meeting at which a quorum is present shall be the act of the Committee. The Committee can act by written consent signed by all of its members. Any members of the Committee who are Employees shall not receive compensation for their services for the Committee. No Committee member shall be entitled to recover erroneous overpayments made from the Plan act on or decide any matter relating solely to his or her status as a Participant, Spouse, Dependent or Beneficiary, in whatever manner the Plan Administrator determines is appropriate, including suspensions or recoupment of, or offsets against, future payments due that Participant, Spouse, Dependent or Beneficiary.

Plan Administration. (a) The Plan Administrator shall be administered by the Committee. In this regard, in addition to any other powers granted to the Committee, the Committee shall have sole discretion and authority the following powers, subject to control and manage the operation and administration of the Plan. (b) The Plan Administrator shall have complete discretion to interpret the express provisions of the Plan, make findings : 3.1 to determine in its discretion the Eligible Persons or group of fact, correct errors, and supply omissions. All decisions and interpretations of the Plan Administrator made in good faith pursuant Eligible Persons to the Plan whom Awards shall be final, conclusive and binding on all persons, subject only granted; 3.2 to determine the claims procedure, and may not be overturned unless found by a court types of Awards to be arbitrary granted; 3.3 to determine the number of Awards to be granted to an Eligible Person or to a group of Eligible Persons and capricious.the number of Shares (or in the case of Dollar-Denominated Awards, the dollar amount) to be subject to each Award or pool of Awards; (c) The Plan Administrator shall have all other powers necessary 3.4 to administer determine the Planterms and conditions of any Award, including, but not limited to, the followingOption Price, xxxxx xxxxx, purchase price, Base Price, any restrictions or limitations on the Award, any schedule for lapse of forfeiture restrictions or restrictions on the exercisability of an Award, and accelerations or waivers thereof, and any provisions related to non-competition and recapture of gain on an Award, based in each case on considerations as the Committee in its sole discretion determines; 3.5 to determine all other terms and provisions of each Agreement, which need not be identical; 3.6 to construe and interpret the Agreements and the Plan; 3.7 to require, whether or not provided for in the pertinent Agreement, of any Grantee, the making of any representations or agreements that the Committee may deem necessary or advisable in order to comply with, or qualify for advantageous treatment under, applicable securities, tax, or other laws; 3.8 to provide for satisfaction of statutory withholding and a Grantee’s tax and other withholding liabilities and any amounts required to be accounted for to any tax authority arising in connection with the Plan through, without limitation, retention by the Corporation of Shares otherwise issuable on the exercise of, or pursuant to, an Award (provided that the Share amount retained shall not exceed the minimum applicable required withholding rate for federal (including FICA), state, local or non-United States tax or other liability, except as otherwise determined by the Committee as permitted under applicable law and accounting standards), or through delivery of Common Stock to the Corporation by the Grantee under such terms and conditions as the Committee deems appropriate, including but not limited to a Share attestation procedure, or by delivery of a properly executed notice together with irrevocable instructions to a broker to promptly deliver to the Corporation the amount of sale or loan proceeds to pay the tax and other liabilities; 3.9 to make all other determinations and take all other actions necessary or advisable for the management and administration of the Plan, including but not limited to establishing, adopting or revising any rules and regulations as it may deem necessary; 3.10 to delegate to officers or managers of PNC, or other members of the Board, the authority to make Awards to Eligible Persons, to select such Eligible Persons, and to determine such terms and conditions thereof as may be specified in such delegation, from a pool of Awards authorized by the Committee; and 3.11 without limiting the generality of the foregoing, to provide in its discretion in an Agreement: (i) To prescribe procedures for an agreement by the Grantee to render services to PNC upon such terms and conditions as may be followed by Participants specified in making elections the Agreement, provided that the Committee shall not have the power under the Plan and in filing claims under the Planto commit PNC to employ or otherwise retain any Grantee; (ii) To prepare and distribute information explaining for restrictions on the Plan transfer, sale or other disposition of Shares issued to Participantsthe Grantee; (iii) To receive from for an agreement by the Employer (or Participating Employer) and ParticipantsGrantee to resell to the Corporation, Spousesunder specified conditions, Dependents and Beneficiaries such information as shall be necessary or desirable for the proper administration of the PlanShares issued in connection with an Award; (iv) To keep records for the payment of electionsthe Option Price upon the exercise of an Option otherwise than in cash, claims including, without limitation, by delivery under such terms and disbursements conditions as the Committee deems appropriate, including but not limited to a Share attestation procedure, of Common Stock valued at Fair Market Value on the exercise date of the Option, or a combination of cash and Common Stock; or by delivery of a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Corporation the amount of sale or loan proceeds to pay the Option Price, or to provide for claims under automatic exercise of an Option with an Option Price less than the Plan, and Fair Market Value per Share of the Corporation’s Common Stock as of the last business day of the applicable term of such other information as may be required by the CodeOption; (v) To appoint individuals for the deferral of receipt of amounts that otherwise would be distributed upon exercise or committees payment of an Award, the terms and conditions of any such deferral and any interest or Dividend Equivalent or other payment that shall accrue with respect to deferred distributions, subject to the provisions of Article 14; (vi) for the effect of a “change of control,” as defined in the Agreement, of the Corporation on the rights of a Grantee with respect to any Award; and (vii) for Dividend Equivalents as, or in connection with, an Award, under such terms and conditions as the Committee deems appropriate, including whether (a) such Dividend Equivalents shall be paid currently or shall be deferred; (b) deferred Dividend Equivalents shall accrue interest; (c) payout of Dividend Equivalents shall be subject to service and/or performance conditions; and (d) Dividend Equivalents shall be accrued as a cash obligation or converted to Share Units. In no event shall Dividend Equivalents be granted with respect to Options or Share Appreciation Rights. In addition, Dividend Equivalents granted with respect to a Performance Award shall not be distributed during the Performance Period or to the extent any such Award is otherwise unearned. Notwithstanding the foregoing, any deferral of the payment of a Dividend Equivalent shall comply with Section 409A of the Internal Revenue Code. Notwithstanding the foregoing, certain operational functions under the Plan shall be performed by the CEO or Chief Human Resources Officer, or any of their respective designees; such functions may include, without limitation, documenting and communicating Awards made hereunder, maintaining records concerning such Awards, and satisfying (or assisting Grantees in satisfying) any applicable reporting, disclosure, tax filing or withholding, or other legal requirements concerning Awards. Each member of the Committee is entitled to, in good faith, rely or act upon any report or other information furnished to that member by any officer or other employee of PNC, PNC’s independent registered public accounting firm or other certified public accountants, or any executive compensation consultant or other professional retained by the Committee, the CEO or the Chief Human Resources Officer, or any of their respective designees, to assist in the administration of the Plan Plan. Any determinations or actions made or taken by the Committee pursuant to this Article shall be final, conclusive and to engage binding on the Grantee and the Grantee’s beneficiaries and any other agents it deems advisable; (vi) To purchase any insurance deemed necessary for providing benefits person having or claiming an interest under an Award and/or the Plan; (vii) To accept, modify or reject Participant elections under the Plan; (viii) To promulgate election forms and claims forms to be used by Participants; (ix) To prepare and file any reports or returns with respect to the Plan required by the Code or any other laws; (x) To determine and announce any Benefit Contributions required hereunder; (xi) To determine and enforce any limits on benefits elected hereunder; (xii) To take such action as may be necessary to effect any required payroll deduction of any Benefit Contributions required hereunder; and (xiii) To correct errors and make equitable adjustments for mistakes made in the administration of the Plan; specifically, and without limitation, to recover erroneous overpayments made from the Plan to a Participant, Spouse, Dependent or Beneficiary, in whatever manner the Plan Administrator determines is appropriate, including suspensions or recoupment of, or offsets against, future payments due that Participant, Spouse, Dependent or Beneficiary.

Plan Administration. (a) The Plan Administrator shall have sole discretion and authority to control and manage the operation and administration of the Plan. (b) The Plan Administrator shall have complete discretion to interpret the provisions of the Plan, make findings of fact, correct errors, and supply omissions. All decisions and interpretations of the Plan Administrator made in good faith pursuant to the Plan shall be final, conclusive and binding on all persons, subject only under the supervision of the Administrator. It shall be a principal duty of the Administrator to see that the claims procedurePlan is carried out in accordance with its terms, and for the exclusive benefit of Employees entitled to participate in the Plan. The Administrator shall have full power to administer the Plan in all of its details, and determine all questions arising in connection with the administration, interpretation, and application of the Plan. The Administrator may not establish procedures, correct any defect, supply any information, or reconciles any inconsistency in such manner and to such extent as shall be overturned unless found by a court deemed necessary or advisable to be arbitrary and capricious. (c) carry out the purpose of the Plan. The Plan Administrator shall have all other powers necessary or appropriate to administer accomplish the Administrator's duties under the Plan. The Administrator shall be charged with the duties of the general administration of the Plan as set forth under the Plan, including, but not limited to, the followingin addition to all other powers provided by this Plan: (ia) To prescribe procedures to be followed by Participants in making elections under make and enforce such procedures, rules and regulations as the Plan and in filing claims under the Plan; (ii) To prepare and distribute information explaining the Plan to Participants; (iii) To receive from the Employer (or Participating Employer) and Participants, Spouses, Dependents and Beneficiaries such information as shall be Administrator deems necessary or desirable proper for the proper efficient administration of the Plan; (ivb) To keep records interpret the provisions of elections, claims and disbursements for claims under the Plan, the Administrator’s interpretations thereof in good faith to be final and such other information as may be required by the Code; (v) To appoint individuals or committees to assist in the administration of the Plan and to engage any other agents it deems advisable; (vi) To purchase any insurance deemed necessary for providing conclusive on all persons claiming benefits under the Plan; (viic) To accept, modify or reject Participant elections decide all questions concerning the Plan and the eligibility of any person to participate in the Plan and to receive benefits provided under the Plan; (viiid) To promulgate election forms and claims forms limit benefits for certain highly compensated individuals if it deems such to be used by Participantsdesirable in order to avoid discrimination under the Plan in violation of applicable provisions of the Code; (ixe) To prepare review and file any reports or returns with respect settle all claims against the Plan, to approve reimbursement requests, and to authorize the Plan required by payment of benefits if the Code or Administrator determines such shall be paid if the Administrator decides in its discretion that the applicant is entitled to them. This authority specifically permits the Administrator to settle disputed claims for benefits and any other lawsdisputed claims made against the Plan; (xf) To determine appoint such agents, counsel, accountants, consultants, and announce any Benefit Contributions required hereunder; (xi) To determine and enforce any limits on benefits elected hereunder; (xii) To take such action other persons or entities as may be necessary required to effect assist in administering the Plan. (g) To establish and communicate procedures to determine whether a medical child support order is qualified under ERISA Section 609. (h) To provide Employees with a reasonable notification of their benefits available by operation of the Plan and to assist any required payroll deduction of any Benefit Contributions required hereunderParticipant regarding the Participant's rights, benefits or elections under the Plan; and (xiiii) To correct errors keep and make equitable adjustments maintain the Plan documents and all other records pertaining to and necessary for mistakes made in the administration of the Plan; specificallyAny procedure, discretionary act, interpretation or construction taken by the Administrator shall be done in a nondiscriminatory manner based upon uniform principles consistently applied and without limitation, to recover erroneous overpayments made from shall be consistent with the intent that the Plan shall continue to a Participant, Spouse, Dependent or Beneficiary, in whatever manner comply with the Plan Administrator determines is appropriate, including suspensions or recoupment of, or offsets against, future payments due that Participant, Spouse, Dependent or Beneficiaryterms of Code Section 105(h) and the Treasury regulations thereunder.

Plan Administration. (a) The Plan Administrator shall have sole discretion and authority to control and manage the operation and administration of the Plan. (b) The Plan Administrator shall have complete discretion to interpret the provisions of the Plan, make findings of fact, correct errors, and supply omissions. All decisions and interpretations of the Plan Administrator made in good faith pursuant to the Plan shall be final, conclusive and binding on all persons, subject only under the supervision of the Administrator. It shall be a principal duty of the Administrator to see that the claims procedurePlan is carried out in accordance with its terms, and may not be overturned unless found by a court for the exclusive benefit of Employees entitled to be arbitrary and capricious. (c) participate in the Plan. The Plan Administrator shall have full authority and discretion to administer the Plan in all of its details or may delegate a portion of such authority to any third party, subject, however, to applicable requirements of law. The Administrator’s powers shall include, but shall not be limited to the following authority, in addition to all other powers necessary to administer the provided by this Plan, including, but not limited to, the following: (ia) To prescribe procedures to be followed by Participants in making elections under make and enforce such rules and regulations as the Plan and in filing claims under the Plan; (ii) To prepare and distribute information explaining the Plan to Participants; (iii) To receive from the Employer (or Participating Employer) and Participants, Spouses, Dependents and Beneficiaries such information as shall be Administrator deems necessary or desirable proper for the proper efficient administration of the Plan; (ivb) To keep records of elections, claims and disbursements for claims under interpret the Plan, with the Administrator’s interpretations thereof to be final and such other information as may be required by the Code; (v) To appoint individuals or committees to assist in the administration of the Plan and to engage any other agents it deems advisable; (vi) To purchase any insurance deemed necessary for providing benefits conclusive on all persons claiming Benefits under the Plan; (viic) To accept, modify or reject Participant elections decide all questions concerning the Plan and the eligibility of any person to participate in the Plan and to receive Benefits provided under the Plan; (viiid) To promulgate election forms and claims forms reject elections or to limit contributions or Benefits for certain Highly Compensated Participants or other affected Participants if the Administrator deems such to be used by Participantsnecessary in order to avoid discrimination under the Plan in violation of applicable provisions of the Code, or maintain compliance with any other applicable provisions of the Plan or other requirements of the law; (ixe) To prepare and file any reports or returns provide Employees with respect to a reasonable notification of their Benefits available under the Plan required by the Code or any other lawsPlan; (xf) To determine approve reimbursement requests and announce any Benefit Contributions required hereunder;to authorize the payment of Benefits; and (xig) To determine appoint such agents, counsel, accountants, consultants, and enforce any limits on benefits elected hereunder; (xii) To take such action actuaries as may be necessary required to effect any required payroll deduction of any Benefit Contributions required hereunderassist in administering the Plan; and (xiiih) To correct errors delegate its responsibilities under the Plan and make equitable adjustments for mistakes made to designate other persons to carry out any of its responsibilities under the Plan, any such delegation or designation to be in writing. Any determination by the Administrator shall be final and conclusive on all persons, in the administration absence of clear and convincing evidence that the Administrator acted arbitrarily and capriciously. Notwithstanding the foregoing, any claim which arises under any plan of Insurance Benefits selected by the Employer under Paragraph 8 of its signed Adoption Agreement shall not be subject to review under this Plan; specifically, and without limitationthe Administrator's authority under this Section 12.1 shall not extend to any matter as to which an administrator under any such other plan is empowered to make determinations under such plan or policy. Any procedure, to recover erroneous overpayments made from discretionary act, interpretation, or construction taken by the Administrator shall be done in a nondiscriminatory manner based upon uniform principles consistently applied and shall be consistent with the intent that the Plan shall continue to a Participant, Spouse, Dependent or Beneficiary, in whatever manner comply with the Plan Administrator determines is appropriate, including suspensions or recoupment of, or offsets against, future payments due that Participant, Spouse, Dependent or Beneficiaryterms of Code Section 125 and the Treasury Regulations thereunder.