ADMINISTRATION for Cedar_Fair,

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Cedar Fair, L.P. (FUN)

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FUN » Topics » ADMINISTRATION

This excerpt taken from the FUN 8-K filed May 20, 2008.

ADMINISTRATION

3.1	Committee Powers. Subject to Section 3.2, the Plan shall be administered by the Committee. The Committee shall have full power and authority, subject to such orders or resolutions not inconsistent with the provisions of the Plan as may from time to time be adopted by the Board, to:

(a)

Select the Eligible Persons to whom Awards may from time to time be granted;

(b)

Determine the type or types of Award to be granted to each Participant;

(c)

Prescribe the form of any notices, agreements, or other instruments relating to Awards;

(d)

For Awards to be settled in Units, determine the number of Units to be covered by each Award granted;

(e)

Determine the terms and conditions, not inconsistent with the provisions of the Plan, of any Award granted;

-4-

(f)

Determine whether, to what extent, and under what circumstances Awards may be settled in cash, Units, or other property or canceled or suspended;

(g)

Determine at the time of grant whether, to what extent, and under what circumstances cash, Units, and other property and other amounts payable with respect to an Award (other than Options and Unit Appreciation Rights) shall be deferred either automatically or at the election of the Participant pursuant to Schedule A;

(h)

Interpret and administer the Plan and any instrument or agreement entered into under the Plan;

(i)

Establish, alter, and repeal rules and regulations in accordance with applicable law (including Section 409A) and appoint such agents as it shall deem appropriate for the proper administration of the Plan; and

(j)

Make any other determination and take any other action that the Committee deems necessary or desirable for administration of the Plan.

A majority of the members of the Committee may determine its actions and fix the time and place of its meetings. Decisions of the Committee shall be final, conclusive, and binding upon all persons including the Company, any Affiliate, any Participant, any unitholder, and any Eligible Person of the Company, any Affiliate, or CFMI.

3.2

Delegations. The Committee may delegate any of its authority with respect to Participants who are not subject to Section 16 of the Exchange Act to any other person or persons that it deems appropriate.

3.3

Expenses. The expenses of administration of the Plan shall be borne by the Company, its Affiliates, and CFMI.

This excerpt taken from the FUN DEF 14A filed Mar 28, 2008.

ADMINISTRATION

3.1	Committee Powers. Subject to Section 3.2, the Plan shall be administered by the Committee. The Committee shall have full power and authority, subject to such orders or resolutions not inconsistent with the provisions of the Plan as may from time to time be adopted by the Board, to:

(a)

Select the Eligible Persons to whom Awards may from time to time be granted;

(b)

Determine the type or types of Award to be granted to each Participant;

(c)

Prescribe the form of any notices, agreements, or other instruments relating to Awards;

(d)

For Awards to be settled in Units, determine the number of Units to be covered by each Award granted;

(e)

Determine the terms and conditions, not inconsistent with the provisions of the Plan, of any Award granted;

-4-

(f)

Determine whether, to what extent, and under what circumstances Awards may be settled in cash, Units, or other property or canceled or suspended;

(g)

(h)

Interpret and administer the Plan and any instrument or agreement entered into under the Plan;

(i)

(j)

Make any other determination and take any other action that the Committee deems necessary or desirable for administration of the Plan.

3.2

3.3

Expenses. The expenses of administration of the Plan shall be borne by the Company, its Affiliates, and CFMI.

This excerpt taken from the FUN 10-K filed Feb 29, 2008.

Administration

9.1

Plan Administrator. For purposes of the Plan and except as otherwise provided, the Plan shall be administered by the Committee, which shall be the “Administrator.” Members of the Committee may be Participants under the Plan.

9.2

Committee Duties. The Committee shall be vested with sole discretionary authority:

(a)

To construe and interpret the Plan, any rabbi trust, and related Plan forms and documents (collectively referred to as “Documents”), their terms, and any rules and regulations promulgated thereunder, including but not limited to resolving ambiguities, inconsistencies, and omissions;

(b)

To construe and interpret the federal and state laws and regulations that relate to the Documents;

(c)

To decide all factual questions arising in connection with the Documents; and

(d)

To decide other questions arising in connection with the Documents.

Any individual serving on the Committee who is a Participant shall not vote or act on any matter relating solely to himself. When making a determination or calculation, the Committee shall be entitled to rely on information furnished by the Company.

9.3

Agents. In the administration of this Plan, the Committee may, from time to time, employ agents and delegate to them such administrative duties as it determines (including acting through a duly appointed representative) and may from time to time consult with counsel who may be counsel to the Company.

9.4

Binding Effect of Decisions. All findings of the Committee shall be final and shall be binding and conclusive upon all persons having any interest in the Plan.

9.5

Indemnity of Committee. The Company shall indemnify and hold harmless the members of the Committee and any employee to whom the duties of the Committee may be delegated against any and all claims, losses, damages, expenses or liabilities arising from any action or failure to act with respect to the Plan, except in the case of willful misconduct by the Committee, any of its members, or any employee.

9.6

Participant Information. To enable the Committee to perform its functions, Cedar Fair shall supply full and timely information to such Committee on all matters relating to the compensation of its Participants, the date and circumstances of the Retirement, Disability, death, or Separation from Service of its Participants, and such other pertinent information as the Committee may reasonably require.

This excerpt taken from the FUN 10-Q filed Aug 3, 2007.

SECTION 3. ADMINISTRATION.

The Plan shall be administered by the Committee. The Committee shall have full power and authority, subject to such orders or resolutions not inconsistent with the provisions of the Plan as may from time to time be adopted by the Board, to:

(a) Select the Eligible Persons to whom Awards may from time to time be granted hereunder;

(b) Determine the type or types of Award to be granted to each Participant hereunder;

(d) Determine the terms and conditions, not inconsistent with the provisions of the Plan, of any Award granted hereunder;

(e) Determine whether, to what extent and under what circumstances Awards may be settled in cash, Units, or other property or canceled or suspended;

(f) Determine whether, to what extent and under what circumstances cash, Units and other property and other amounts payable with respect to an Award under this Plan shall be deferred either automatically or at the election of the Participant pursuant to Schedule A;

(g) Interpret and administer the Plan and any instrument or agreement entered into under the Plan;

(h) Establish such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; and

(i) Make any other determination and take any other action that the Committee deems necessary or desirable for administration of the Plan.

Decisions of the Committee shall be final, conclusive, and binding upon all persons including the Company, any Participant, any unitholder, and any Eligible Person of the Company, any Affiliate, or CFMI. A majority of the members of the Committee may determine its actions and fix the time and place of its meetings.

EXCERPTS ON THIS PAGE:

8-K	May 20, 2008

DEF 14A	Mar 28, 2008

10-K	Feb 29, 2008

10-Q	Aug 3, 2007

Cedar Fair, L.P. (FUN)

FUN » Topics » ADMINISTRATION

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