Subject to the powers of the Compensation Committee specified herein, the Plan Administrator shall administer this Nonqualified Plan I in accordance with its terms and shall have all powers necessary to carry out the provisions of such Plan.  The Plan Administrator shall have the power and discretion to interpret the provisions of this Nonqualified Plan I, and to determine all questions arising in the administration, interpretation and application of such Plan.  Any such determination by the Plan Administrator shall be conclusive and binding on all persons.  The Plan Administrator may adopt such policies and procedures, correct any defects, supply any information, or reconcile any inconsistency in such manner and to such extent as he or she deems necessary or desirable to carry out the purposes of this Nonqualified Plan I; provided, however, that any policies, procedures, determinations or interpretations shall be done in a nondiscriminatory manner based upon uniform policies consistently applied to all persons in similar circumstances.