administer the Plan. All interpretations under the Plan and all

determinations of facts made in good faith by the Plan Administrator shall be

final, conclusive, and binding on the Participants, their dependents, and all

other persons interested and shall be given the maximum possible deference

allowed by law.



The Plan Administrator may delegate to any agent, attorney, accountant, or

other person selected by it, any power or duty vested in, imposed upon, or

granted to it by the Plan.



       6.2 Appeal From Denial of Claims. If any claim for benefits under the

Plan is wholly or partially denied, the claimant shall be given notice in

writing of such denial within 90 days after receipt of the claim (or if

special circumstances require an extension of time, written notice of the

extension shall be furnished to the claimant and an additional 90 days will be

considered reasonable), setting forth the following information:

       (a) the specific reason or reasons for such denial;

       (b) specific reference to pertinent Plan provisions on which the

            denial is based;

       (c) a description of any additional material or information necessary

            for the claimant to perfect the claim and an explanation of why

            such material or information is necessary;

       (d) an explanation that a full and fair review of the decision denying

            the claim may be requested by the claimant or his authorized

            representative by filing with the Plan Administrator, within 60

            days after such notice has been received, a written request for

            such review; and

       (e) if such request is so filed, the claimant or an authorized



-22-