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ARTICLE VII <br />ADMINISTRATION, AMENDMENT AND TERMINATION OF PLAN <br />7.1 Designation of Plan Administrator <br />In Section A.2.2 of the Adoption Agreement, the Employer shall provide the name of the Plan <br />Administrator that has been duly authorized and designated by the governing body of the <br />Employer to act on its behalf in all matters pertaining to the Plan and the Trust pursuant to <br />Section 3.4 of the Trust Agreement. If no name is provided, the Employer is the Plan <br />Administrator. In addition to a Plan Administrator the Employer may designate a Delegatee to <br />perform those activities relating to the Plan as specified in the written appointment of such <br />Delegatee certified to the Trust Administrator. Except where the context requires otherwise, the <br />term "Employer" as used in this Article shall mean the Plan Administrator or Delegatee where <br />responsibility for administration of the Plan has been given to such parties. <br />7.2 Rules and Regulations <br />The Employer has full discretionary authority to supervise and control the operation of this Plan <br />in accordance with its terms and may make rules and regulations for the administration of this <br />Plan that are not inconsistent with the terms and provisions hereof. The Employer shall <br />determine any questions arising in connection with the interpretation, application or <br />administration of the Plan (including any question of fact relating to age, employment, <br />compensation or eligibility of Eligible Employees or Eligible Dependents) and its decisions or <br />actions in respect thereof shall be conclusive and binding upon all persons and parties. <br />The Employer shall have all powers necessary to accomplish its purposes, including, but not by <br />way of limitation, the following: <br />(a) To determine all questions relating to an Eligible Employee's or Eligible Dependent's <br />eligibility; <br />(b) To construe and interpret the terms and provisions of the Plan; <br />(c) To compute, certify to, and direct the Trustee with regard to the amount and kind of <br />benefits payable to health care providers; <br />(d) To authorize all disbursements from its Agency Account; <br />(e) To maintain all records that may be necessary for the administration of the Plan other <br />than those maintained by the Trustee; and <br />(f) To appoint a Plan Administrator or, any other agent, and to delegate to them or to the <br />Trustee such powers and duties in connection with the administration of the Plan as it <br />may from time to time prescribe. <br />NB 1:680079.5 -5 <br />