Subsidiary Committee

Subsidiary Committee. Shall mean the board of directors of the Participating Subsidiary or, at the discretion of the board of directors of the Participating Subsidiary, a committee of such board of directors, which shall consist of two or more persons, each of whom, unless otherwise determined by the board of directors, is a "nonemployee director" within the meaning of Rule 16b-3.

Subsidiary Committee. The board of directors (or the governing body of an entity other than a corporation) of each Participating Subsidiary or, at the discretion of such a board, a committee of such board, which shall consist of two or more persons, each of whom, unless otherwise determined by such board, is a "nonemployee director" within the meaning of Rule 16b-3