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PAGE 4
Section 2.25 Unit Distributions. "Unit Distributions" means cash distributions made by
the Employer to or for the benefit of a Participant with respect to unvested unit-based awards granted
following the Closing Date pursuant to Section 5 of their letter agreements.
Section 2.26 Valuation Date. "Valuation Date" means each day the New York Stock
Exchange is open for business.
ARTICLE III
ADMINISTRATION
Section 3.01 Administrative Committee Duties. This Plan shall be administered by the
Administrative Committee. A majority of the members of the Administrative Committee shall
constitute a quorum for the transaction of business. All resolutions or other action taken by the
Administrative Committee shall be by a vote of a majority of its members present at any meeting
or, without a meeting, by an instrument in writing signed by all its members. Members of the
Administrative Committee may participate in a meeting of such committee by means of a conference
telephone or similar communications equipment that enables all persons participating in the meeting
to hear each other, and such participation in a meeting shall constitute presence in person at the
meeting and waiver of notice of such meeting.
The Administrative Committee shall be responsible for the administration of this Plan and shall
have all powers necessary to administer this Plan, including discretionary authority to decide claims
under the terms of this Plan, and to determine issues related to crediting of hypothetical earnings
and contributions and debiting of hypothetical losses and of distributions and any other issues
concerning the day-to-day operation of this Plan. The Administrative Committee may designate
one of its members as a chairperson and may retain and supervise outside providers, third party
administrators, record keepers and professionals (including in-house professionals) to perform any
or all of the duties delegated to it hereunder.
The Administrative Committee may from time to time establish rules for the administration of this
Plan, provided that they do not conflict with the Plan, and it shall have the exclusive right to interpret
this Plan and to decide any matters arising in connection with the administration and operation of
this Plan. All rules, interpretations and decisions of the Administrative Committee made in good
faith shall be conclusive and binding on the Employer, Participants and Beneficiaries.
No member of the Board or the Administrative Committee shall be liable for any act or action
hereunder, whether of omission or commission, by any other member or employee or by any agent
to whom duties in connection with the administration of this Plan have been delegated or for anything
done or omitted to be done in connection with this Plan. The Administrative Committee shall keep
records of all of its proceedings and shall keep