Common use of Powers and Authority of the Board Clause in Contracts

Powers and Authority of the Board. Except where approval of the Members is expressly required by nonwaivable provisions of applicable law or as otherwise specifically provided in this Agreement, the Board shall have full, exclusive and complete discretion to direct and control the business and affairs of the Company, to make all decisions affecting the business and affairs of the Company and to authorize management of the Company or such other Persons as it may designate to take all such actions as it deems necessary or appropriate to accomplish the foregoing and the purposes of the Company as set forth herein. Without limiting the generality of the foregoing, but subject to the other provisions of this Article IV, the Board shall have the power and authority to cause the Company to: (a) expend funds in furtherance of the purposes of the Company; (b) invest and reinvest in securities or other property of any character, real or personal, including, but not limited to, common and preferred stocks, bonds, notes, debentures, mortgages, leases and partnership interests (general or limited); (c) sell, exchange or otherwise dispose of any such securities or other property at public or private sale and to grant options for the purchase, exchange or other disposition thereof, and to exercise or sell any options and any conversion, subscription, voting and other rights, discretionary or otherwise, in respect thereof; (d) manage and keep in force such insurance as may be required to reasonably protect the Company and its assets; (e) borrow money and/or guarantee obligations, on such terms and at such rates of interest as the Board may deem advisable and proper; (f) pledge the credit of the Company and grant security interests in Company assets for Company purposes; (g) appoint and remove officers and employees of the Company; (h) employ such agents, independent contractors, attorneys and accountants as the Board deems reasonably necessary; (i) commence, defend, compromise or settle any Claims for and on behalf of the Company; (j) execute, deliver and file any amendment, restatement or revocation of the Certificate of Formation as may be necessary or appropriate to reflect actions properly taken by the Board and/or the Members under this Agreement; (k) execute, deliver, file and/or record any and all instruments, documents or agreements of any kind which the Board may deem appropriate or as may be necessary or desirable to carry out the purposes of the Company; and (l) take such other actions as the Board of Directors may reasonably believe to be necessary or desirable to carry out the purposes of the Company. Only the Board, acting as provided in this Agreement, shall have the power to bind the Company, except and to the extent otherwise set forth in Article V or as expressly delegated to any other Person by the Board, but such delegation shall not cause the Board to cease to be responsible for the management of the Company. The expression of any power or authority of the Board in this Agreement shall not in any way limit or exclude any other power or authority which is not specifically or expressly set forth in this Agreement.

Powers and Authority of the Board. Except where approval (i) It shall be the function of the Members board to exercise ultimate responsibility for determining whether an Employee is expressly required eligible for IMP Benefits under the terms of the Income Maintenance Benefit Plan or a payment under the terms of the Voluntary Termination of Employment Plan, and, if so, the amount of the IMP Benefit or Voluntary Termination of Employment Payment. The board shall be presumed conclusively to have approved any initial determination by nonwaivable provisions of applicable law or the Company unless the determination is appealed as otherwise specifically provided prescribed in this Agreement, the Board section 6. (ii) The board shall be empowered and authorized and shall have full, exclusive and complete discretion to direct and control the business and affairs of the Company, to make all decisions affecting the business and affairs of the Company and to authorize management of the Company or such other Persons as it may designate to take all such actions as it deems necessary or appropriate to accomplish the foregoing and the purposes of the Company as set forth herein. Without limiting the generality of the foregoing, but subject to the other provisions of this Article IV, the Board shall have the power and authority to cause the Company jurisdiction to: (a) expend funds in furtherance of the purposes of the Companyhear and determine appeals by Employees pursuant to this section 6; (b) invest and reinvest obtain such information as the board shall deem necessary in securities or other property of any character, real or personal, including, but not limited to, common and preferred stocks, bonds, notes, debentures, mortgages, leases and partnership interests (general or limited)order to determine such appeals; (c) sell, exchange or otherwise dispose prescribe the form and content of any appeals to the board and such securities or other property at public or private sale and detailed procedures as may be necessary with respect to grant options for the purchase, exchange or other disposition thereof, and to exercise or sell any options and any conversion, subscription, voting and other rights, discretionary or otherwise, in respect thereoffiling of such appeals; (d) manage and keep in force such insurance as may be required to reasonably protect direct the Company and its assetsto pay IMP Benefits or Voluntary Termination of Employment Payments pursuant to determinations made by the board; (e) borrow money and/or guarantee obligationsprepare and distribute, on such terms and at such rates behalf of interest as the Board may deem advisable and proper;board, information explaining the Plans; and (f) pledge perform such other duties as are expressly conferred upon it by this Agreement. (iii) In ruling upon appeals, the credit board shall have no authority to waive, vary, qualify, or alter in any manner the eligibility requirements set forth in the Income Maintenance Benefit Plan or the Voluntary Termination of Employment Plan, the procedure for applying for IMP Benefits or Voluntary Termination of Employment Payments as provided herein, or any other provisions of the Company Plans; and grant security interests shall have no jurisdiction other than to determine, on the basis of the facts presented and in Company assets for Company purposes;accordance with the provisions of the Plans: (ga) appoint whether the appeal to the board was made within the time and remove officers and employees of in the Company;manner specified in this section 6, (hb) employ such agentswhether the Employee is an eligible Employee with respect to the Plans, independent contractorsand, attorneys and accountants as the Board deems reasonably necessary;if so, (ic) commence, defend, compromise the amount of any IMP Benefit or settle any Claims for and on behalf Voluntary Termination of the Company;Employment Payment payable. (jiv) executeThe board shall have no jurisdiction to act upon any appeal not made within the time limit and in the manner specified in this section 6. (v) The board shall have no jurisdiction to determine questions arising under a Collective Agreement, deliver even though relevant to the issues before the board. All such questions shall be determined through the regular procedures provided therefor by a Collective Agreement, and file any amendment, restatement or revocation of the Certificate of Formation as may all determinations made pursuant to such Agreement shall be necessary or appropriate to reflect actions properly taken accepted by the Board and/or the Members under this Agreement;board. (kvi) execute, deliver, file and/or record any and all instruments, documents or agreements of any kind which the Board may deem appropriate or as may be necessary or desirable to carry out the purposes of the Company; and (l) take such other actions as the Board of Directors may reasonably believe to be necessary or desirable to carry out the purposes of the Company. Only the Board, acting as provided Nothing in this Agreement, section or in the Plans shall have be deemed to give the board the power to bind prescribe in any manner internal procedures or operations of either the Company or the Union. (vii) The board shall make recommendations to the Company with respect to the Company's establishment of rules, except regulations and procedures for carrying out the Company's duties under the Plans as provided for under section 11(a) of the Income Maintenance Benefit Plan, and the Company shall give consideration to the extent otherwise set forth in Article V or as expressly delegated to any other Person by the Board, but such delegation shall not cause the Board to cease to be responsible board recommendations. (viii) The board may provide for the management a local committee at a Facility of the Company. The expression local committee shall be composed of any power or authority two (2) members designated by the Company members of the Board board and two (2) members designated by the Union members of the board. Appointments to the local committee shall become effective when the members' names are exchanged in this Agreement writing between the Union and the Company. Either the Company or the Union members of the board may remove a local committee member appointed by them and fill any vacancy among the local committee members appointed by them. Any individual appointed by the Union as a member of a local committee shall not in any way limit or exclude any be an Employee having Seniority at the Facility where, and at the time when, he/she is to serve as a member of the local committee. In addition to their regularly appointed local committee members, the Union members of the board may name one (1) additional Employee, who qualifies under the above, as an alternate local committee member to serve during temporary specified periods when the local committee member is absent from the Facility during scheduled Working hours and unable to serve on the committee. The Company members of the board may also name one (1) alternate local committee member to serve during temporary specified periods. The alternate local committee member may serve on the local committee when the party desiring him/her to serve gives notice, locally, to the other power or authority which is not specifically or expressly set forth in this Agreementparty of such temporary service and the period thereof.

Powers and Authority of the Board. Except where approval (i) It shall be the function of the Members Board to exercise ultimate responsibility for determining whether an Employee is eligible for a Regular Benefit under the terms of the Plan, and, if so, the amount of the Regular Benefit. The Board shall be presumed conclusively to have approved any initial determination by the company unless the determination is appealed as prescribed in section 4.03(b). (ii) The Board shall have jurisdiction: (1) to hear and determine appeals by Employees pursuant to article 4; (2) to obtain such information as the Board shall deem necessary in order to determine such appeals; (3) to prescribe the form and content of appeals to the Board and such detailed procedures as may be necessary with respect to the filing of such appeals; (4) to direct the company to authorize the Trustee to make payments of Regular Benefits pursuant to determinations made by the Local S.U.B.P. Committee or by the Board; and (5) to have prepared and distributed on behalf of the Board information explaining the Plan; (6) to rule upon disputes as to whether any Short Work Week resulted from an act of God as defined in section 6.05(c)(i); and (7) to perform such other duties as are expressly required conferred upon it by nonwaivable provisions of applicable law or as otherwise specifically provided in this Agreementthe Plan. (iii) In ruling upon appeals, the Board shall have fullno authority to waive, exclusive and complete discretion to direct and control vary, qualify, or alter in any manner the business and affairs of the Company, to make all decisions affecting the business and affairs of the Company and to authorize management of the Company or such other Persons as it may designate to take all such actions as it deems necessary or appropriate to accomplish the foregoing and the purposes of the Company as eligibility requirements set forth herein. Without limiting in the generality of Plan, the foregoingprocedure for applying for Regular Benefits as provided therein, but subject to the or any other provisions of this Article IVthe Plan; and shall have no jurisdiction other than to determine, on the basis of the facts presented and in accordance with the provisions of the Plan; (1) whether the first stage appeal and the appeal to the Board were made within the time and in the manner specified in section 4.03(b), (2) whether the Employee is an eligible Employee with respect to the Regular Benefit claimed and, if so, (3) the amount of any Regular Benefit payable (4) whether a protest of an Employee's Employment Insurance Benefit by the company is frivolous. (iv) The Board shall have no jurisdiction to act upon any appeal not made within the time and in the manner specified in section 4.03(b). (v) The Board shall have no power to determine questions arising under the Collective Agreement, even though relevant to the issues before the Board. All such questions shall be determined through the regular procedures provided therefor by the Collective Agreement, and all determinations made pursuant to such Agreement shall be accepted by the Board. (vi) Nothing in this article shall be deemed to give the Board the power and authority to cause prescribe in any manner internal procedures or operations of either the Company to:company of the union. (avii) expend funds The Board shall provide for a Local S.U.B.P. Committee for each Bargaining Unit to handle appeals from determinations as provided in furtherance section 4.03(b)(i) except determinations made in connection with section 1.01(d)(v). The Local S.U.B.P. Committee shall be composed of two (2) members or their alternates designated by company members of the purposes Board and two (2) members or their alternates designated by union members of the Company; (b) invest and reinvest in securities Board. Either the company or other property union members of any character, real or personal, including, but not limited to, common and preferred stocks, bonds, notes, debentures, mortgages, leases and partnership interests (general or limited); (c) sell, exchange or otherwise dispose of any such securities or other property at public or private sale and to grant options for the purchase, exchange or other disposition thereof, and to exercise or sell any options and any conversion, subscription, voting and other rights, discretionary or otherwise, in respect thereof; (d) manage and keep in force such insurance as may be required to reasonably protect the Company and its assets; (e) borrow money and/or guarantee obligations, on such terms and at such rates of interest as the Board may deem advisable remove a Local S.U.B.P. Committee member appointed by them and proper; (f) pledge fill any vacancy among the credit Local S.U.B.P. Committee members appointed by them. The company and the union each shall notify the other in writing of the Company and grant security interests in Company assets for Company purposes; (g) appoint and remove officers and employees of the Company; (h) employ members respectively appointed by it before any such agents, independent contractors, attorneys and accountants as the Board deems reasonably necessary; (i) commence, defend, compromise or settle any Claims for and on behalf of the Company; (j) execute, deliver and file any amendment, restatement or revocation of the Certificate of Formation as may appointment shall be necessary or appropriate to reflect actions properly taken by the Board and/or the Members under this Agreement; (k) execute, deliver, file and/or record any and all instruments, documents or agreements of any kind which the Board may deem appropriate or as may be necessary or desirable to carry out the purposes of the Company; and (l) take such other actions as the Board of Directors may reasonably believe to be necessary or desirable to carry out the purposes of the Company. Only the Board, acting as provided in this Agreement, shall have the power to bind the Company, except and to the extent otherwise set forth in Article V or as expressly delegated to any other Person by the Board, but such delegation shall not cause the Board to cease to be responsible for the management of the Company. The expression of any power or authority of the Board in this Agreement shall not in any way limit or exclude any other power or authority which is not specifically or expressly set forth in this Agreementeffective.

Powers and Authority of the Board. Except where approval of the Members is expressly required by nonwaivable provisions of applicable law or as otherwise specifically provided in this Agreementlaw, the Board shall have full, exclusive and complete discretion to direct and control the business and affairs of the Company, to make all decisions affecting the business and affairs of the Company and to authorize management of the Company or such other Persons as it may designate to take all such actions as it deems necessary or appropriate to accomplish the foregoing and the purposes of the Company as set forth herein. Without limiting the generality of the foregoing, but subject to the other provisions of this Article IV, the Board shall have the power and authority to cause the Company to: (a) expend funds in furtherance of the purposes of the Company; (b) invest and reinvest in securities or other property of any character, real or personal, including, but not limited to, common and preferred stocks, bonds, notes, debentures, mortgages, leases and partnership interests (general or limited); (c) sell, exchange or otherwise dispose of any such securities or other property at public or private sale and to grant options for the purchase, exchange or other disposition thereof, and to exercise or sell any options and any conversion, subscription, voting and other rights, discretionary or otherwise, in respect thereof; (d) manage and keep in force such insurance as may be required to reasonably protect the Company and its assets; (e) borrow money and/or guarantee obligations, on such terms and at such rates of interest as the Board may deem advisable and proper; (f) pledge the credit of the Company and grant security interests in Company assets for Company purposes; (g) appoint and remove officers and employees of the Company; (h) employ such agents, independent contractors, attorneys and accountants as the Board deems reasonably necessary; (i) commence, defend, compromise or settle any Claims claims, proceedings, actions or litigation for and on behalf of the Company; (j) execute, deliver and file any amendment, restatement or revocation of the Certificate of Formation as may be necessary or appropriate to reflect actions properly taken by the Board and/or the Members under this Agreement; (k) execute, deliver, file and/or record any and all instruments, documents or agreements of any kind which the Board may deem appropriate or as may be necessary or desirable to carry out the purposes of the Company; and (l) take such other actions as the Board of Directors may reasonably believe to be necessary or desirable to carry out the purposes of the Company. Only the Board, acting as provided in this Agreementcollectively, shall have the power to bind the Company, except and to the extent otherwise set forth in Article V or as expressly delegated to any other Person by the Board, but such delegation shall not cause the Board to cease to be responsible for the management of the Company. The expression of any power or authority of the Board in this Agreement shall not in any way limit or exclude any other power or authority which is not specifically or expressly set forth in this Agreement.

Powers and Authority of the Board. Except where approval (1) It shall be the function of the Members Board to exercise ultimate responsibility for determining whether an Employee is eligible for a Benefit or Separation Payment under the terms of the Plan, and, if so, the amount of the Benefit or Separation Payment. (2) The Board shall be empowered and authorized and shall have jurisdiction to: (i) hear and determine appeals by Employees; (ii) obtain such information as the Board shall deem necessary in order to determine such appeals; (iii) prescribe the form and content of appeals to the Board and such detailed procedures as may be necessary with respect to the filing of such appeals; (iv) direct the Company to pay Automatic Short Week Benefits or to pay other Benefits or Separation Payments pursuant to determinations made by the Local Committee or the Board; (v) prepare and distribute, on behalf of the Board, information explaining the Plan; (vi) rule upon disputes as to whether any Short Work Week resulted from an act of God, defined as an occurrence or circumstance directly affecting a Company Plant or Plants which results from natural causes exclusively and is in no sense attributable to human negligence, influence, intervention or control; the result solely of natural causes and not of human acts; and (vii) perform such other duties as are expressly required conferred upon it by nonwaivable provisions of applicable law or as otherwise specifically provided in this Agreementthe Plan. (3) In ruling upon appeals, the Board shall have fullno authority to waive, exclusive vary, qualify, or alter in any manner the eligibility requirements set forth in the Plan, the procedure for applying for Benefits or Separation Payments as provided for therein, or any other provision of the Plan; and complete discretion shall have no jurisdiction other than to direct determine, on the basis of the facts presented and control in accordance with the business provisions of the Plan: (i) whether the first stage appeal and affairs the appeal to the Board were made within the time and in the manner specified in Section 3(b) of Article V; (ii) whether the Employee is eligible for the Benefit or Separation Payment claimed and, if so; (iii) the amount of any Benefit or Separation Payment payable; and (iv) whether a protest of an Employee’s State System Benefit by the Company is frivolous. (4) The Board shall have no jurisdiction to act upon any appeal filed after the applicable time limit or upon any appeal that does not comply with the Board- established procedures. (5) The Board shall have no power to determine questions arising under the Collective Bargaining Agreement, even though relevant to the issues before the Board. All such questions shall be determined through the regular procedures provided therefor by the Collective Bargaining Agreement, and all determinations made pursuant to the Agreement shall be accepted by the Board. (6) Nothing in this Article shall be deemed to give the Board the power to prescribe in any manner internal procedures or operations of either the Company or the Union. (7) The Board shall provide for a Local Committee at each Plant of the Company to handle appeals from determinations as provided in Section 3(b)(1) of Article V, except determinations made in connection with Section 1(b)(11) of Article I (contrary to intent of Plan). (i) The Local Committee shall be composed of any 1 member of the Layoffs and Unemployment Center designated by the Company members of the Board and any 1 Union Benefit Representative or Alternate Union Benefit Representative, assigned to that Plant location, designated by the Union members of the Board. Appointments to the Local Committee shall become effective when the members’ names are exchanged in writing between the GM Department of the Union and the Employee Benefits Staff of the Company, to make all decisions affecting the business and affairs of the Company and to authorize management of . Either the Company or such other Persons as it may designate to take all such actions as it deems necessary or appropriate to accomplish the foregoing and the purposes Union members of the Company Board may remove a Local Committee member appointed by them and fill any vacancy among the Local Committee members appointed by them. (ii) Any individual appointed by the Union as set forth herein. Without limiting a member of a Local Committee shall be an Employee having Seniority at the generality Plant where, and at the time when, the Employee is to serve as a member of the foregoingLocal Committee. (iii) In addition to their regularly appointed Local Committee member, but subject the Union members of the Board may name 1 additional Employee, who qualifies under (ii) above, as an alternate Local Committee member to serve during temporary specified periods when a Local Committee member is absent from the Plant during scheduled working hours and unable to serve on the Committee. The Company members of the Board may also name 1 alternate Local Committee member to serve during temporary specified periods. The alternate Local Committee member may serve on the Local Committee when the party desiring the alternate Local Committee member to serve gives notice, locally, to the other provisions party of this Article IV, such temporary service and the period thereof. (iv) All Local Committee members must be present at any meeting in order for the Local Committee to transact business. Each Local Committee member shall have 1 vote and decisions of the Local Committee shall be unanimous. (8) The Board shall have the full power and authority to cause administer the Company to: (a) expend funds in furtherance Plan and to interpret its provisions. Any decision or interpretation of the purposes provisions of the Company; (b) invest Plan shall be final and reinvest in securities or other property of any character, real or personal, including, but not limited to, common and preferred stocks, bonds, notes, debentures, mortgages, leases and partnership interests (general or limited); (c) sell, exchange or otherwise dispose of any such securities or other property at public or private sale and to grant options for the purchase, exchange or other disposition thereof, and to exercise or sell any options and any conversion, subscription, voting and other rights, discretionary or otherwise, in respect thereof; (d) manage and keep in force such insurance as may be required to reasonably protect the Company and its assets; (e) borrow money and/or guarantee obligations, on such terms and at such rates of interest as the Board may deem advisable and proper; (f) pledge the credit of the Company and grant security interests in Company assets for Company purposes; (g) appoint and remove officers and employees of the Company; (h) employ such agents, independent contractors, attorneys and accountants as the Board deems reasonably necessary; (i) commence, defend, compromise or settle any Claims for and on behalf of the Company; (j) execute, deliver and file any amendment, restatement or revocation of the Certificate of Formation as may be necessary or appropriate to reflect actions properly taken by the Board and/or the Members under this Agreement; (k) execute, deliver, file and/or record any and all instruments, documents or agreements of any kind which the Board may deem appropriate or as may be necessary or desirable to carry out the purposes of the Company; and (l) take such other actions as the Board of Directors may reasonably believe to be necessary or desirable to carry out the purposes of the Company. Only the Board, acting as provided in this Agreement, shall have the power to bind binding upon the Company, except the Union, the Employees and to the extent otherwise set forth in Article V or as expressly delegated to any other Person by claimants under the BoardPlan, but such delegation and shall not cause the Board be given full force and effect, subject only to cease to be responsible for the management an arbitrary and capricious standard of the Company. The expression of any power or authority of the Board in this Agreement shall not in any way limit or exclude any other power or authority which is not specifically or expressly set forth in this Agreementreview.

Powers and Authority of the Board. Except where approval (1) The Board shall have discretionary authority to interpret the Plan. Any Board interpretation or Board determination shall be given full force and effect unless it can be shown that the interpretation or determination is arbitrary and capricious. It shall be the function of the Members Board to exercise ultimate responsibility for determining whether an Employee is eligible for a Benefit or Separation Payment under the terms of the Plan, and, if so, the amount of the Benefit or Separation Payment. The Board shall be presumed conclusively to have approved any initial determination by the Company unless the determination is appealed as set forth in Section (3) (b) of Article V. (2) The Board shall be empowered and authorized and shall have jurisdiction: (i) to hear and determine appeals by Employees; (ii) to obtain such information as the Board shall deem necessary in order to determine such appeals; (iii) to prescribe the form and content of appeals to the Board and such detailed procedures as may be necessary with respect to the filing of such appeals; (iv) to direct the Company to pay Automatic Short Week Benefits, or to notify the Trustee to pay other Benefits or Separation Payments, pursuant to determinations made by the Local Committee or the Board; (v) to prepare and distribute information explaining the Plan; (vi) to rule upon disputes as to whether any Short Workweek resulted from an act of God as defined in Article VII, Section (2)(a)(2)(iv); (vii) to rule upon disputes as to whether any Short Workweek is deemed to be Scheduled or Unscheduled; and (viii) to perform such other duties as are expressly required conferred upon it by nonwaivable provisions of applicable law or as otherwise specifically provided in this Agreementthe Plan. (3) In ruling upon appeals, the Board shall have fullno authority to waive, exclusive and complete discretion to direct and control vary, qualify, or alter in any manner the business and affairs eligibility requirements set forth in the Plan, the procedure for applying for Benefits or Separation Payments as provided for therein or any other provision of the CompanyPlan; and shall have no jurisdiction other than to determine, to make all decisions affecting on the business and affairs basis of the Company facts presented and to authorize management in accordance with the provisions of the Company or such other Persons as it may designate to take all such actions as it deems necessary or appropriate to accomplish the foregoing and the purposes of the Company as set forth herein. Without limiting the generality of the foregoing, but subject to the other provisions of this Article IV, the Board shall have the power and authority to cause the Company toPlan: (a) expend funds in furtherance of the purposes of the Company; (b) invest and reinvest in securities or other property of any character, real or personal, including, but not limited to, common and preferred stocks, bonds, notes, debentures, mortgages, leases and partnership interests (general or limited); (c) sell, exchange or otherwise dispose of any such securities or other property at public or private sale and to grant options for the purchase, exchange or other disposition thereof, and to exercise or sell any options and any conversion, subscription, voting and other rights, discretionary or otherwise, in respect thereof; (d) manage and keep in force such insurance as may be required to reasonably protect the Company and its assets; (e) borrow money and/or guarantee obligations, on such terms and at such rates of interest as the Board may deem advisable and proper; (f) pledge the credit of the Company and grant security interests in Company assets for Company purposes; (g) appoint and remove officers and employees of the Company; (h) employ such agents, independent contractors, attorneys and accountants as the Board deems reasonably necessary; (i) commence, defend, compromise or settle any Claims for whether the first stage appeal and on behalf the appeal to the Board were made within the time and in the manner specified in Section (3)(b) of the CompanyArticle V; (jii) executewhether the claimant is an eligible Employee with respect to the Benefit or Separation Payment claimed and, deliver and file any amendment, restatement or revocation of the Certificate of Formation as may be necessary or appropriate to reflect actions properly taken by the Board and/or the Members under this Agreement;if so, (kiii) execute, deliver, file and/or record any and all instruments, documents or agreements the amount of any kind which the Board may deem appropriate Benefit or as may be necessary or desirable to carry out the purposes of the CompanySeparation Payment payable; and (liv) take such other actions as whether a protest of an Employee’s State System Benefit by the Company is frivolous. (4) The Board shall have no jurisdiction to act upon any appeal filed after the applicable time limit or upon any appeal that does not comply with the Board established procedures. (5) The Board shall have no power to determine questions arising under the Collective Bargaining Agreement, even though relevant to the issues before the Board. All such questions shall be determined through the regular procedures provided therefor by the Collective Bargaining Agreement, and all determinations made pursuant to the Agreement shall be accepted by the Board. (6) Nothing in this Article shall be deemed to give the Board the power to prescribe in any manner internal procedures or operations of Directors may reasonably believe to be necessary either the Company or desirable to carry out the purposes Union. (7) The Board shall provide for a Local Committee at each Plant of the Company. Only the Board, acting Company to handle appeals from determinations as provided in this Agreement, shall have the power to bind the CompanySection (3)(b)(1) of Article V, except and determinations made in connection with Section (1)(b)(xii) of Article I (contrary to the extent otherwise set forth in Article V or as expressly delegated to any other Person intent of Plan). (i) The Local Committee shall be composed of 2 members designated by the Board, but such delegation shall not cause the Board to cease to be responsible for the management of the Company. The expression of any power or authority Company members of the Board in this Agreement and 2 members designated by the Union members of the Board. Either the Company or Union members of the Board may remove a Local Committee member appointed by them and fill any vacancy among the Local Committee members appointed by them. (ii) Each Local Committee member shall not in any way limit or exclude any other power or authority which is not specifically or expressly set forth in this Agreementhave 1 vote and decisions of the Local Committee shall be by a majority of the votes cast.

Powers and Authority of the Board. Except where approval (i) It shall be the function of the Members Board to exercise ultimate responsibility for determining whether an Employee is eligible for a Regular Benefit under the terms of the Plan, and, if so, the amount of the Regular Benefit. The Board shall be presumed conclusively to have approved any initial determination by the Company unless the determination is appealed as prescribed in section 4.03(b). (ii) The Board shall have jurisdiction: (1) to hear and determine appeals by Employees pursuant to article 4; (2) to obtain such information as the Board shall deem necessary in order to determine such appeals; (3) to prescribe the form and content of appeals to the Board and such detailed procedures as may be necessary with respect to the filing of such appeals; (4) to direct the Company to authorize the Trustee to make payments of Regular Benefits pursuant to determinations made by the Local S.U.B.P. Committee or by the Board; and (5) to have prepared and distributed on behalf of the Board information explaining the Plan; (6) to rule upon disputes as to whether any Short Work Week resulted from an act of God as defined in section 6.05(c)(i); (7) to rule upon disputes as to whether any Short Work Week occurring during a period when the CUCB is less than $725 is deemed to be Scheduled or Unscheduled; and (8) to perform such other duties as are expressly required conferred upon it by nonwaivable provisions of applicable law or as otherwise specifically provided in this Agreementthe Plan. (iii) In ruling upon appeals, the Board shall have fullno authority to waive, exclusive and complete discretion to direct and control vary, qualify, or alter in any manner the business and affairs eligibility requirements set forth in the Plan, the procedure for applying for Regular Benefits as provided therein, or any other provisions of the CompanyPlan; and shall have no jurisdiction other than to determine, to make all decisions affecting on the business and affairs basis of the facts presented and in accordance with the provisions of the Plan; (1) whether the first stage appeal and the appeal to the Board were made within the time and in the manner specified in section 4.03(b), (2) whether the Employee is an eligible Employee with respect to the Regular Benefit claimed and, if so, (3) the amount of any Regular Benefit payable (4) whether a protest of an Employee's Employment Insurance Benefit by the Company is frivolous. (iv) The Board shall have no jurisdiction to act upon any appeal not made within the time and in the manner specified in section 4.03(b). (v) The Board shall have no power to authorize management determine questions arising under the Collective Agreement, even though relevant to the issues before the Board. All such questions shall be determined through the regular procedures provided therefor by the Collective Agreement, and all determinations made pursuant to such Agreement shall be accepted by the Board. (vi) Nothing in this article shall be deemed to give the Board the power to prescribe in any manner internal procedures or operations of either the Company or such other Persons the union. (vii) The Board shall provide for a Local S.U.B.P. Committee for each Bargaining Unit to handle appeals from determinations as it may designate to take all such actions as it deems necessary provided in section 4.03(b)(i) except determinations made in connection with section 1.01(c)(v). The Local S.U.B.P. Committee shall be composed of two (2) members or appropriate to accomplish the foregoing and the purposes their alternates designated by company members of the Company as set forth herein. Without limiting the generality Board and two (2) members or their alternates designated by union members of the foregoing, but subject to the other provisions of this Article IV, the Board shall have the power and authority to cause Board. Either the Company to: (a) expend funds in furtherance or union members of the purposes of the Company; (b) invest and reinvest in securities or other property of any character, real or personal, including, but not limited to, common and preferred stocks, bonds, notes, debentures, mortgages, leases and partnership interests (general or limited); (c) sell, exchange or otherwise dispose of any such securities or other property at public or private sale and to grant options for the purchase, exchange or other disposition thereof, and to exercise or sell any options and any conversion, subscription, voting and other rights, discretionary or otherwise, in respect thereof; (d) manage and keep in force such insurance as may be required to reasonably protect the Company and its assets; (e) borrow money and/or guarantee obligations, on such terms and at such rates of interest as the Board may deem advisable remove a Local S.U.B.P. Committee member appointed by them and proper; (f) pledge fill any vacancy among the credit Local S.U.B.P. Committee members appointed by them. The Company and the union each shall notify the other in writing of the Company and grant security interests in Company assets for Company purposes; (g) appoint and remove officers and employees of the Company; (h) employ members respectively appointed by it before any such agents, independent contractors, attorneys and accountants as the Board deems reasonably necessary; (i) commence, defend, compromise or settle any Claims for and on behalf of the Company; (j) execute, deliver and file any amendment, restatement or revocation of the Certificate of Formation as may appointment shall be necessary or appropriate to reflect actions properly taken by the Board and/or the Members under this Agreement; (k) execute, deliver, file and/or record any and all instruments, documents or agreements of any kind which the Board may deem appropriate or as may be necessary or desirable to carry out the purposes of the Company; and (l) take such other actions as the Board of Directors may reasonably believe to be necessary or desirable to carry out the purposes of the Company. Only the Board, acting as provided in this Agreement, shall have the power to bind the Company, except and to the extent otherwise set forth in Article V or as expressly delegated to any other Person by the Board, but such delegation shall not cause the Board to cease to be responsible for the management of the Company. The expression of any power or authority of the Board in this Agreement shall not in any way limit or exclude any other power or authority which is not specifically or expressly set forth in this Agreementeffective.

Powers and Authority of the Board. Except where approval (1) The Board shall have discretionary authority to interpret the Plan. Any Board interpretation or Board determination shall be given full force and effect unless it can be shown that the interpretation or determination is arbitrary and capricious. It shall be the function of the Members Board to exercise ultimate responsibility for determining whether an Employee is eligible for a Benefit or Separation Payment under the terms of the Plan, and, if so, the amount of the Benefit or Separation Payment. The Board shall be presumed conclusively to have approved any initial determination by the Company unless the determination is appealed as set forth in Section (3)(b) of Article V. (2) The Board shall be empowered and authorized and shall have jurisdiction: (i) to hear and determine appeals by Employees; (ii) to obtain such information as the Board shall deem necessary in order to determine such appeals; (iii) to prescribe the form and content of appeals to the Board and such detailed procedures as may be necessary with respect to the filing of such appeals; (iv) to direct the Company to pay Automatic Short Week Benefits, or to notify the Company to pay other Benefits or Separation Payments, pursuant to determinations made by the Local Committee or the Board; (v) to prepare and distribute information explaining the Plan; (vi) to rule upon disputes as to whether any Short Workweek resulted from an act of God as defined in Article VII, Section (2)(a)(2)(iv); (vii) to rule upon disputes as to whether any Short Workweek is deemed to be Scheduled or Unscheduled; and (viii) to perform such other duties as are expressly required conferred upon it by nonwaivable provisions of applicable law or as otherwise specifically provided in this Agreementthe Plan (3) In ruling upon appeals, the Board shall have fullno authority to waive, exclusive and complete discretion to direct and control vary, qualify, or alter in any manner the business and affairs eligibility requirements set forth in the Plan, the procedure for applying for Benefits or Separation Payments as provided for therein or any other provision of the CompanyPlan; and shall have no jurisdiction other than to determine, to make all decisions affecting on the business and affairs basis of the Company facts presented and to authorize management in accordance with the provisions of the Company or such other Persons as it may designate to take all such actions as it deems necessary or appropriate to accomplish the foregoing and the purposes of the Company as set forth herein. Without limiting the generality of the foregoing, but subject to the other provisions of this Article IV, the Board shall have the power and authority to cause the Company toPlan: (a) expend funds in furtherance of the purposes of the Company; (b) invest and reinvest in securities or other property of any character, real or personal, including, but not limited to, common and preferred stocks, bonds, notes, debentures, mortgages, leases and partnership interests (general or limited); (c) sell, exchange or otherwise dispose of any such securities or other property at public or private sale and to grant options for the purchase, exchange or other disposition thereof, and to exercise or sell any options and any conversion, subscription, voting and other rights, discretionary or otherwise, in respect thereof; (d) manage and keep in force such insurance as may be required to reasonably protect the Company and its assets; (e) borrow money and/or guarantee obligations, on such terms and at such rates of interest as the Board may deem advisable and proper; (f) pledge the credit of the Company and grant security interests in Company assets for Company purposes; (g) appoint and remove officers and employees of the Company; (h) employ such agents, independent contractors, attorneys and accountants as the Board deems reasonably necessary; (i) commence, defend, compromise or settle any Claims for whether the first stage appeal and on behalf the appeal to the Board were made within the time and in the manner specified in Section (3)(b) of the CompanyArticle V; (jii) executewhether the claimant is an eligible Employee with respect to the Benefit or Separation Payment claimed and, deliver and file any amendment, restatement or revocation of the Certificate of Formation as may be necessary or appropriate to reflect actions properly taken by the Board and/or the Members under this Agreement;if so, (kiii) execute, deliver, file and/or record any and all instruments, documents or agreements the amount of any kind which the Board may deem appropriate Benefit or as may be necessary or desirable to carry out the purposes of the CompanySeparation Payment payable; and (liv) take such other actions as whether a protest of an Employee’s State System Benefit by the Company is frivolous. (4) The Board shall have no jurisdiction to act upon any appeal filed after the applicable time limit or upon any appeal that does not comply with the Board established procedures. (5) The Board shall have no power to determine questions arising under the Collective Bargaining Agreement, even though relevant to the issues before the Board. All such questions shall be determined through the regular procedures provided therefor by the Collective Bargaining Agreement, and all determinations made pursuant to the Agreement shall be accepted by the Board. (6) Nothing in this Article shall be deemed to give the Board the power to prescribe in any manner internal procedures or operations of Directors may reasonably believe to be necessary either the Company or desirable to carry out the purposes Union. (7) The Board shall provide for a Local Committee at each Plant of the Company. Only the Board, acting Company to handle appeals from determinations as provided in this Agreement, shall have the power to bind the CompanySection (3)(b)(1) of Article V, except and determinations made in connection with Section (1)(b)(xii) of Article I (contrary to the extent otherwise set forth in Article V or as expressly delegated to any other Person intent of Plan). (i) The Local Committee shall be composed of 2 members designated by the Board, but such delegation shall not cause the Board to cease to be responsible for the management of the Company. The expression of any power or authority Company members of the Board in this Agreement and 2 members designated by the Union members of the Board. Either the Company or Union members of the Board may remove a Local Committee member appointed by them and fill any vacancy among the Local Committee members appointed by them. (ii) Each Local Committee member shall not in any way limit or exclude any other power or authority which is not specifically or expressly set forth in this Agreement.have 1 vote and decisions of the Local Committee shall be by a majority of the votes cast

Powers and Authority of the Board. Except where approval (1) The Board shall have discretionary authority to interpret the Plan. Any Board interpretation or Board determination shall be given full force and effect unless it can be shown that the interpretation or determination is arbitrary and capricious. It shall be the function of the Members Board to exercise ultimate responsibility for determining whether an Employee is eligible for a Benefit or Separation Payment under the terms of the Plan, and, if so, the amount of the Benefit or Separation Payment. The Board shall be presumed conclusively to have approved any initial determination by the Company unless the determination is appealed as set forth in Section (3)(b) of Article V. (2) The Board shall be empowered and authorized and shall have jurisdiction: (i) to hear and determine appeals by Employees; (ii) to obtain such information as the Board shall deem necessary in order to determine such appeals; (iii) to prescribe the form and content of appeals to the Board and such detailed procedures as may be necessary with respect to the filing of such appeals; (iv) to direct the Company to pay Automatic Short Week Benefits, or to notify the Company to pay other Benefits or Separation Payments, pursuant to determinations made by the Local Committee or the Board; (v) to prepare and distribute information explaining the Plan; (vi) to rule upon disputes as to whether any Short Workweek resulted from an act of God as defined in Article VII, Section (2)(a)(2)(iv); (vii) to rule upon disputes as to whether any Short Workweek is deemed to be Scheduled or Unscheduled; and (viii) to perform such other duties as are expressly required conferred upon it by nonwaivable provisions of applicable law or as otherwise specifically provided in this Agreementthe Plan. (3) In ruling upon appeals, the Board shall have fullno authority to waive, exclusive and complete discretion to direct and control vary, qualify, or alter in any manner the business and affairs eligibility requirements set forth in the Plan, the procedure for applying for Benefits or Separation Payments as provided for therein or any other provision of the CompanyPlan; and shall have no jurisdiction other than to determine, to make all decisions affecting on the business and affairs basis of the Company facts presented and to authorize management in accordance with the provisions of the Company or such other Persons as it may designate to take all such actions as it deems necessary or appropriate to accomplish the foregoing and the purposes of the Company as set forth herein. Without limiting the generality of the foregoing, but subject to the other provisions of this Article IV, the Board shall have the power and authority to cause the Company toPlan: (a) expend funds in furtherance of the purposes of the Company; (b) invest and reinvest in securities or other property of any character, real or personal, including, but not limited to, common and preferred stocks, bonds, notes, debentures, mortgages, leases and partnership interests (general or limited); (c) sell, exchange or otherwise dispose of any such securities or other property at public or private sale and to grant options for the purchase, exchange or other disposition thereof, and to exercise or sell any options and any conversion, subscription, voting and other rights, discretionary or otherwise, in respect thereof; (d) manage and keep in force such insurance as may be required to reasonably protect the Company and its assets; (e) borrow money and/or guarantee obligations, on such terms and at such rates of interest as the Board may deem advisable and proper; (f) pledge the credit of the Company and grant security interests in Company assets for Company purposes; (g) appoint and remove officers and employees of the Company; (h) employ such agents, independent contractors, attorneys and accountants as the Board deems reasonably necessary; (i) commence, defend, compromise or settle any Claims for whether the first stage appeal and on behalf the appeal to the Board were made within the time and in the manner specified in Section (3)(b) of the CompanyArticle V; (jii) executewhether the claimant is an eligible Employee with respect to the Benefit or Separation Payment claimed and, deliver and file any amendment, restatement or revocation of the Certificate of Formation as may be necessary or appropriate to reflect actions properly taken by the Board and/or the Members under this Agreement;if so, (kiii) execute, deliver, file and/or record any and all instruments, documents or agreements the amount of any kind which the Board may deem appropriate Benefit or as may be necessary or desirable to carry out the purposes of the CompanySeparation Payment payable; and (liv) take such other actions as whether a protest of an Employee’s State System Benefit by the Company is frivolous. (4) The Board shall have no jurisdiction to act upon any appeal filed after the applicable time limit or upon any appeal that does not comply with the Board established procedures. (5) The Board shall have no power to determine questions arising under the Collective Bargaining Agreement, even though relevant to the issues before the Board. All such questions shall be determined through the regular procedures provided therefor by the Collective Bargaining Agreement, and all determinations made pursuant to the Agreement shall be accepted by the Board. (6) Nothing in this Article shall be deemed to give the Board the power to prescribe in any manner internal procedures or operations of Directors may reasonably believe to be necessary either the Company or desirable to carry out the purposes Union. (7) The Board shall provide for a Local Committee at each Plant of the Company. Only the Board, acting Company to handle appeals from determinations as provided in this Agreement, shall have the power to bind the CompanySection (3)(b)(1) of Article V, except and determinations made in connection with Section (1)(b)(xii) of Article I (contrary to the extent otherwise set forth in Article V or as expressly delegated to any other Person intent of Plan). (i) The Local Committee shall be composed of 2 members designated by the Board, but such delegation shall not cause the Board to cease to be responsible for the management of the Company. The expression of any power or authority Company members of the Board in this Agreement and 2 members designated by the Union members of the Board. Either the Company or Union members of the Board may remove a Local Committee member appointed by them and fill any vacancy among the Local Committee members appointed by them. (ii) Each Local Committee member shall not in any way limit or exclude any other power or authority which is not specifically or expressly set forth in this Agreementhave 1 vote and decisions of the Local Committee shall be by a majority of the votes cast.

Powers and Authority of the Board. Except where approval (1) It shall be the function of the Members Board to exercise ultimate responsibility for determining whether an Employee is eligible for a Benefit or Separation Payment under the terms of the Plan, and, if so, the amount of such Benefit or Separation Payment. The Board shall be presumed conclusively to have approved any initial determination by the Company unless the determination is appealed as prescribed in Section 3(b) of Article V. (2) The Board shall be empowered and authorized and shall have jurisdiction: (i) To hear and determine appeals by Employees pursuant to Article V; (ii) To obtain such information as the Board shall deem necessary in order to determine such appeals; (iii) To prescribe the form and content of appeals to the Board and such detailed procedures as may be necessary with respect to the filing of such appeals; (iv) To direct the Company to pay Automatic Short Week Benefits or to notify the Trustee to make payments of other Benefits or Separation Payments pursuant to determination made by the Local Committee or by the Board; (v) To prepare and distribute, on behalf of the Board, information explaining the Plan; (vi) To rule upon disputes as to whether any Short Workweek resulted from an Act of God as defined in Article IX, Definition (43); and (vii) To perform such other duties as are expressly required conferred upon it by nonwaivable provisions of applicable law or as otherwise specifically provided in this Agreementthe Plan. (3) In ruling upon appeals, the Board shall have fullno authority to waive, exclusive and complete discretion to direct and control vary, qualify, or alter in any manner the business and affairs eligibility requirements set forth in the Plan, the procedure for applying for Benefits or Separation Payments as provided therein, or any other provision of the CompanyPlan; and shall have no jurisdiction other than to determine, to make all decisions affecting on the business and affairs basis of the Company facts presented and to authorize management in accordance with the provisions of the Company or such other Persons as it may designate to take all such actions as it deems necessary or appropriate to accomplish the foregoing and the purposes of the Company as set forth herein. Without limiting the generality of the foregoing, but subject to the other provisions of this Article IV, the Board shall have the power and authority to cause the Company to: (a) expend funds in furtherance of the purposes of the Company; (b) invest and reinvest in securities or other property of any character, real or personal, including, but not limited to, common and preferred stocks, bonds, notes, debentures, mortgages, leases and partnership interests (general or limited); (c) sell, exchange or otherwise dispose of any such securities or other property at public or private sale and to grant options for the purchase, exchange or other disposition thereof, and to exercise or sell any options and any conversion, subscription, voting and other rights, discretionary or otherwise, in respect thereof; (d) manage and keep in force such insurance as may be required to reasonably protect the Company and its assets; (e) borrow money and/or guarantee obligations, on such terms and at such rates of interest as the Board may deem advisable and proper; (f) pledge the credit of the Company and grant security interests in Company assets for Company purposes; (g) appoint and remove officers and employees of the Company; (h) employ such agents, independent contractors, attorneys and accountants as the Board deems reasonably necessary;Plan, (i) commence, defend, compromise or settle any Claims for Whether the first stage appeal and on behalf the appeal to the Board were made within the time and in the manner specified in Section 3(b) of the Company;Article V, (jii) executeWhether the Employee is an eligible Employee with respect to the Benefit or Separation Payment claimed and, deliver and file any amendment, restatement or revocation of the Certificate of Formation as may be necessary or appropriate to reflect actions properly taken by the Board and/or the Members under this Agreement;if so, (kiii) execute, deliver, file and/or record any and all instruments, documents or agreements The amount of any kind which the Board may deem appropriate Benefit or as may be necessary or desirable to carry out the purposes of the Company; Separation Payment payable, and (liv) take Whether a protest of an Employee’s State System Benefit by the Company is frivolous. (4) The Board shall have no jurisdiction to act upon any appeal not made within the time and in the manner specified in Section 3(b) of Article V. (5) The Board shall have no power to determine questions arising under the Collective Bargaining Agreement, even though relevant to the issues before the Board. All such other actions as questions shall be determined through the regular procedures provided therefor by the Collective Bargaining Agreement, and all determinations made pursuant to such Agreement shall be accepted by the Board. (6) Nothing in this Article shall be deemed to give the Board the power to prescribe in any manner internal procedures or operations of Directors may reasonably believe to be necessary either the Company or desirable to carry out the purposes Union. (7) The Board shall provide for a Local Committee at each Plant of the Company. Only the Board, acting Company to handle appeals from determinations as provided in this Agreement, shall have the power to bind the Company, except and to the extent otherwise set forth in Section 3(b)(1) of Article V except determinations made in connection with Section 1(b)(xii) of Article I. The Local Committee shall be composed of two (2) members or as expressly delegated to any other Person their alternates designated by the Board, but such delegation shall not cause the Board to cease to be responsible for the management of the Company. The expression of any power or authority Company members of the Board in this Agreement shall not in any way limit or exclude any other power or authority which is not specifically or expressly set forth in this Agreement.and two

Powers and Authority of the Board. Except where approval (1) It shall be the function of the Members Board to exercise ultimate responsibility for determining whether an Employee is eligible for a Regular Benefit under the terms of the Plan, and, if so, the amount of the Regular Benefit. (2) The Board shall be empowered and authorized and shall have jurisdiction to: (i) hear and determine appeals by Employees; (ii) obtain such information as the Board shall deem necessary in order to determine such appeals; (iii) prescribe the form and content of appeals to the Board and such detailed procedures as may be necessary with respect to the filing of such appeals; (iv) direct the Company to notify the Trustee to pay Regular Benefits pursuant to determinations made by the Local Committee or the Board; (v) prepare and distribute, on behalf of the Board, information explaining the Plan; (vi) rule upon disputes as to whether any Short Work Week resulted from an act of God, as defined in Article VIII, (26) (e); and (vii) perform such other duties as are expressly required conferred upon it by nonwaivable provisions of applicable law or as otherwise specifically provided in this Agreementthe Plan. (3) In ruling upon appeals, the Board shall have fullno authority to waive, exclusive and complete discretion to direct and control vary, qualify, or alter in any manner the business and affairs eligibility requirements set forth in the Plan, the procedure for applying for Regular Benefits as provided for therein, or any other provision of the CompanyPlan; and shall have no jurisdiction other than to determine, to make all decisions affecting on the business and affairs basis of the Company facts presented and to authorize management in accordance with the provisions of the Company or such other Persons as it may designate to take all such actions as it deems necessary or appropriate to accomplish the foregoing and the purposes of the Company as set forth herein. Without limiting the generality of the foregoing, but subject to the other provisions of this Article IV, the Board shall have the power and authority to cause the Company toPlan: (a) expend funds in furtherance of the purposes of the Company; (b) invest and reinvest in securities or other property of any character, real or personal, including, but not limited to, common and preferred stocks, bonds, notes, debentures, mortgages, leases and partnership interests (general or limited); (c) sell, exchange or otherwise dispose of any such securities or other property at public or private sale and to grant options for the purchase, exchange or other disposition thereof, and to exercise or sell any options and any conversion, subscription, voting and other rights, discretionary or otherwise, in respect thereof; (d) manage and keep in force such insurance as may be required to reasonably protect the Company and its assets; (e) borrow money and/or guarantee obligations, on such terms and at such rates of interest as the Board may deem advisable and proper; (f) pledge the credit of the Company and grant security interests in Company assets for Company purposes; (g) appoint and remove officers and employees of the Company; (h) employ such agents, independent contractors, attorneys and accountants as the Board deems reasonably necessary; (i) commencewhether the first stage appeal and the appeal to the Board were made within the time and in the manner specified in Section 3(b) of Article IV, (ii) whether the Employee is eligible for the Regular Benefit claimed and, defendif so, (iii) the amount of any Regular Benefit (iv) whether a protest of an Employee's Employment Insurance Benefit by the Company is frivolous. (4) The Board shall have no jurisdiction to act upon any appeal filed after the applicable time limit or upon any appeal that does not comply with the Board-established procedures. (5) The Board shall have no power to determine questions arising under the Collective Bargaining Agreement, compromise even though relevant to the issues before the Board. All such questions shall be determined through the regular procedures (6) Nothing in this Article shall be deemed to give the Board the power to prescribe in any manner internal procedures or settle any Claims operations of either the Company or the Union. (7) The Board shall provide for and on behalf a Local Committee at each Plant of the Company;Company to handle appeals from determinations as provided in Section 3(b)(1) of Article IV, except determinations made in connection with Section 1(c)(5) of Article I (contrary to intent of Plan). (ji) execute, deliver and file any amendment, restatement or revocation The Local Committee shall be composed of 2 members designated by the Company members of the Certificate of Formation as may be necessary or appropriate to reflect actions properly taken Board and 2 members designated by the Board and/or Union members of the Members under this Agreement; (k) execute, deliver, file and/or record any Board. Appointments to the Local Committee shall become effective when the members' names are exchanged in writing between the Union and all instruments, documents the Company. Either the Company or agreements Union members of any kind which the Board may deem appropriate or remove a Local Committee member appointed by them and fill any vacancy among the Local Committee members appointed by them. (ii) Any individual appointed by the Union as may a member of a Local Committee shall be necessary or desirable an Employee having Seniority at the Plant where, and at the time when, such individual is to carry out the purposes serve as a member of the Company; andLocal Committee. (liii) take such other actions as In addition to their regularly appointed Local Committee members, the Board of Directors may reasonably believe to be necessary or desirable to carry out the purposes of the Company. Only the Board, acting as provided in this Agreement, shall have the power to bind the Company, except and to the extent otherwise set forth in Article V or as expressly delegated to any other Person by the Board, but such delegation shall not cause the Board to cease to be responsible for the management of the Company. The expression of any power or authority Union members of the Board may name 1 additional Employee, who qualifies under (ii) above, as an alternate Local Committee member to serve during temporary specified periods when 1 of their Local Committee members is absent from the Plant during scheduled working hours and unable to serve on the Committee. (iv) All Local Committee members must be present at any meeting in this Agreement shall not in any way limit or exclude any other power or authority which is not specifically or expressly set forth in this Agreement.order for the Local Committee to

Powers and Authority of the Board. Except where approval (1) It shall be the function of the Members Board to exercise ultimate responsibility for determining whether an Employee is eligible for a Regular Benefit under the terms of the Plan, and, if so, the amount of the Regular Benefit. The Board shall be presumed conclusively to have approved any initial determination by the Company unless the determination is appealed as set forth in Section (3)(b) of Article IV. (2) The Board shall be empowered and authorized and shall have jurisdiction to: (i) hear and determine appeals by the Employees; (ii) obtain such information as the Board shall deem necessary in order to determine such appeals; (iii) prescribe the form and content of appeals to the Board and such detailed procedures as may be necessary with respect to the filing of such appeals. (iv) direct the Company to notify the Trustee to pay Regular benefits pursuant to determinations made by the Board; (v) to have prepared and distributed on behalf of the Board information explaining the Plan; (vi) to rule upon disputes as to whether any Short Work Week resulted from an act of God as defined in Article VI, Section (5)(d)(1); (vii) to rule upon disputes as to whether any Short Work Week, occurring during a period when the applicable CUCB is less than $760, is deemed to be Scheduled or Unscheduled; and (viii) perform such other duties as are expressly required conferred upon it by nonwaivable provisions of applicable law or as otherwise specifically provided in this Agreementthe Plan. (3) In ruling upon appeals, the Board shall have fullno authority to waive, exclusive and complete discretion to direct and control vary, qualify, or alter in any manner the business and affairs of the Company, to make all decisions affecting the business and affairs of the Company and to authorize management of the Company or such other Persons as it may designate to take all such actions as it deems necessary or appropriate to accomplish the foregoing and the purposes of the Company as eligibility requirements set forth herein. Without limiting in the generality of Plan, the foregoingprocedure for applying for Regular Benefits as provided for therein, but subject to the or any other provisions of this Article IV, the Board Plan; and shall have no jurisdiction other than to determine, on the power and authority to cause the Company to: (a) expend funds in furtherance basis of the purposes facts presented and in accordance with the provisions of the Company; (b) invest and reinvest in securities or other property of any character, real or personal, including, but not limited to, common and preferred stocks, bonds, notes, debentures, mortgages, leases and partnership interests (general or limited); (c) sell, exchange or otherwise dispose of any such securities or other property at public or private sale and to grant options for the purchase, exchange or other disposition thereof, and to exercise or sell any options and any conversion, subscription, voting and other rights, discretionary or otherwise, in respect thereof; (d) manage and keep in force such insurance as may be required to reasonably protect the Company and its assets; (e) borrow money and/or guarantee obligations, on such terms and at such rates of interest as the Board may deem advisable and proper; (f) pledge the credit of the Company and grant security interests in Company assets for Company purposes; (g) appoint and remove officers and employees of the Company; (h) employ such agents, independent contractors, attorneys and accountants as the Board deems reasonably necessary;Plan: (i) commencewhether the first stage of appeal, defendor appeal to the Board was made within the time and in the manner specified in Section (3)(b) of Article IV, (ii) whether the Employee is eligible with respect to the Regular Benefit claimed, compromise and, if so, (iii) the amount of any Regular Benefit payable. (4) The Board shall have no jurisdiction to act upon any appeal filed after the applicable time limit or settle upon any Claims appeal that does not comply with the Board- established procedures. (5) The Board shall have no power to determine questions arising under the Collective Bargaining Agreement, even though relevant to the issues before the Board. All such questions shall be determined through the regular procedures provided therefore by the Collective Bargaining Agreement, and all determinations made pursuant to the Agreement shall be accepted by the Board. (6) Nothing in this Article shall be deemed to give the Board the power to prescribe in any manner internal procedures or operations of either the Company or the Union. (7) The Board shall provide for and on behalf a Local Committee at each non-Windsor Plant of the Company;Company to handle appeals from determinations as provided in Section (3)(b)(1) of Article IV; except determinations made in connection with Section (1)(c)(v) of Article I (contrary to intent of Plan). (ji) execute, deliver and file any amendment, restatement or revocation The Local Committee shall be composed of 2 members designated by the Company members of the Certificate of Formation as may be necessary or appropriate to reflect actions properly taken Board and 2 members designated by the Board and/or Union members of the Members under this Agreement; (k) execute, deliver, file and/or record any and all instruments, documents Board. Either the Company or agreements the Union members of any kind which the Board may deem appropriate or as may be necessary or desirable to carry out remove a Local Committee member appointed by them and fill any vacancy among the purposes Local Committee members appointed by them. (ii) Each Local Committee member shall have 1 vote and decisions of the Company; and (l) take such other actions as the Board of Directors may reasonably believe to Local Committee shall be necessary or desirable to carry out the purposes by a majority of the Company. Only the Board, acting as provided in this Agreement, shall have the power to bind the Company, except and to the extent otherwise set forth in Article V or as expressly delegated to any other Person by the Board, but such delegation shall not cause the Board to cease to be responsible for the management of the Company. The expression of any power or authority of the Board in this Agreement shall not in any way limit or exclude any other power or authority which is not specifically or expressly set forth in this Agreementvotes cast.