This Policy shall be interpreted, administered and operated by the Committee, which may delegate its duties and powers in whole or in part to any subcommittee thereof or such other persons from time to time as it may designate; provided that, the Committee may not delegate its authority to administer this Policy with respect to any Section 16 Officer except to a subcommittee of the Committee.  The Committee is authorized to interpret this Policy, to establish, amend and rescind any rules and regulations relating to this Policy, to resolve ambiguities under this Policy, and to make any other determinations that it deems necessary or desirable for the administration of this Policy.  The Committee shall have the full power and authority, in its sole discretion but subject to the provisions of this Policy, including, without limitation, to determine who shall be a Band I Executive or a Band II Executive (and therefore a Group B Participant hereunder) and to establish the terms and conditions of any payment or benefit payable under this Policy.  Any decision of the Committee in the interpretation and administration of this Policy, as described herein, shall lie within its sole and absolute discretion and shall be final, conclusive and binding on all parties concerned (including, but not limited to, Participants and any of their beneficiaries or successors). Whenever this Policy refers to a number of days, such number shall refer to calendar days unless business days are specified.