and guidelines set by the Committee. Subject to the provisions of the Plan,
any person to whom such authority is delegated may continue to be a Participant
provided that any non-ministerial determination with respect to such person's
participation in the Plan shall be made directly by the Committee and
independent of such delegation.
IV. ELIGIBLE EMPLOYEES
A. Each individual who is an Eligible Employee on January 1,
1997, shall become a Participant for the 1997 Plan Year.
B. An individual who is an Eligible Employee on the first day of
any subsequent Plan Year shall become a Participant for such Plan Year.
C. Except as otherwise provided in Section A above, in the case
of an individual who is an Eligible Employee during a Plan Year, but not on the
first day of such Plan year, the individual shall become a Participant for such
Plan Year only with the approval of the Committee or its authorized