Section 18. Plan Territory

The benefits afforded by this Plan apply only to Legal Defense Costs for suits, proceedings or criminal actions brought within the United States of America.

Section 19. Choice of Counsel

A Participant shall have the right to employ an attorney of his or her choice, subject to the Plans terms, conditions, and applicable coverage limits. The Plan shalll have no obligation to designate or recommend attorneys and shall not be a guarantor in any manner of the skill of any attorney, even if the attorney is a Plan Attorney.

Section 20. PLAN'S Limited Authority Over Counsel.

Legal Plan, Inc. acting through the Benefit Administrator shall have sole authority to approve, contract with and list Plan Attorneys, and to approve Non-Plan Attorneys as meeting minimun applicable Plan qualifications, to render Legal Services to Participants. Participants are free to select counsel other than Plan Attorneys. However, the Plan is not obkigated to pay for such representation except on the terms and conditions provided in this Plan Description.

Section 21. Mimimum Attorney Qualifications

No attorney, including a Non-Plan attorney, shall be engaged by the Plan or compensated by the Plan for services rendered to a Participant unless such attorney has attested in writing to the Plan that the attorney :

1. Is properly authorized to practice law in the applicable jurisdiction;
2. Accepts the Plan's hourly fee, expense reimbursement and other compensation arrangements; and
3. Accepts the Plan's required periodic reporting and billing procedures.

Section 22. Attorneys Not Plan Employees or Agents

Attorneys performing Legal Services for Participants under the terms of this Plan are not agents or employees of the Plan. Any attorney rendering Legal Services to Participants under the Plan shall maintain the attorney-client relationship with the Participant and is solely responsible to the Participant for all Legal Services provided. The Plan shall not interfere with or have the right to control performance of the attorney's duties. Information which the attorney receives froom the Participant incidental to the attorney-client relationship shall be confidential and, except for use incidental to the administration of the Plan, shall not be disclosed without the Participant's consent.

Section 23. Interpretation of the Plan

The construction and interpretation of Plan provisions are vested with the Executive Committee in its absokute discretion, including but not limited to the determination of facts, coverage, benefits, eligibility and all other Plan provisions, The Executive Committee shall ejdeavor to act, whether by general rules or by particular decisions, so as to treat all persons in similar circumstances without descrimination. The Executive Committee's constructions, interpretations, determinations and decisions shall be final, conclusive, and binding upon all persons having an interest in the Plan.

Section 24. Claims Reporting and Appeals Procedures

1. A Participant shall promptly notify the Benefit Administrator of:
1. Any occurrence the Participant has reason to believe may result in a claim for benefits;
2. Any communication the Participant receives concerning a pending or threatened claim, action, or proceeding which may result in a claim for benefits; and
3. Any claim for benefits.
   Notice must be confirmed in writing on a prescribed claim form provided by the Benefit Administrator within thirty (30) days to be effective.
2. The Benefit Administrator shall make a decision on any claim for benefits promply, and not later than sixty (60) days after the Benefit Administrator's receipt of the claim, unless special circumstances require an extension of the time for processing. In such a case, a decision shall be made as soon as possible, but not later than one hundred twenty (120) days after receipt of the claim. If the Benefit Administrator denies a claim in whole or part, the Benefit Administrator shall send the Participant and the Executive Committee a written notice, prepared in a manner calculated to be understood by the Participant, setting forth:
1. The specific reasons for the denial;
2. Specific reference to pertinent Plan provisions on which the denial is based;
3. If applicable, a description of any additional material or information nessessary for the Participant to perfect the claim and an explaination of why such material or information is necessary; and
4. An explination of the Plan's review and appeal procedure.
3. Within thirty (30) days of the date upon which a Participant is first notified of any decision by the Benefit Administrator to deny the Participant's claim, the Participant may request reconsideration. The Benefits Administrator shall review the claim within thirty (30) days and issue a written explanation to the Participant. The Participant may appeal the Benefit Administrator's reconsideration decision by submitting a written appeal to the Executive Committee within thirty (30) days of the date of the reconsideration decision. The Executive Committee shall notify the Participant of it's decision in writing within ninety (90) days of it's receipt of the appeal. The Executive Committee's decision shall state specific reasons for the decision with references to pertinent Plan provisions. The decision of the Executive Committee shall be final, and not be subject to further appeal or review.

Section 25. Severability

If any provision of this Plan Description or attachments is found to be invalid, unlawful or unenforceable, all other provisions shall remain in full force and effect.