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ARTICLE V <br />ADMINISTRATION, AMENDMENT ENT AND TERMINATION <br />5.1 Rules and Regulations. <br />The Employer has full discretionary authority to supervise and control the <br />operation of this Plan in accordance with its terms and may make rules and regulations <br />:for the administration of this Plan that are not inconsistent with the terms and provisions <br />hereof. The Employer shall in its discretion determine any questions arising in <br />connection with the interpretation, application or administration of the Plan (including <br />any question of fact) and its decisions or actions in respect thereof shall be conclusive <br />and binding upon all persons and parties. <br />The Employer shall have all discretionary powers necessary to accomplish its <br />purposes, including, but not by way of limitation, the following: <br />(a) To determine all questions relating to an Employee's eligibility; <br />(b) To construe and interpret the terms and provisions of the Plan and to <br />determine any question of fact; <br />(c) To compute, certify to, and direct the Trustee with regard to the amount <br />and kind of benefits payable to the Participants and their Beneficiaries; <br />(d) To authorize all disbursements by the Trustee from the 'Trust; <br />(e) To maintain all records that may be necessary for the administration of the <br />Plan other than those maintained by the Trustee; and <br />(D To appoint a plan administrator or any other agent, and to delegate to them <br />or to the Trustee such powers and duties in connection with the administration of the Plan <br />as it may from time to time prescribe, and to designate each such administrator or agent <br />as a fiduciary with regard to matters delegated to him. <br />NB1:564577.3 66A-5 <br />