rescind rules and procedures and take such other action as it deems necessary
or advisable for the administration of the Plan, except as otherwise expressly
reserved to the Board in the Plan. Any interpretation, determination or other
action made or taken by the Committee shall be final, binding and conclusive
upon all parties.
C. The Committee may authorize persons other than its members to
carry out its duties, including the authority to approve an individual's
becoming a Participant, subject to the limitations 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
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