acceptable to the Plan Administrator. Any payment made in accordance with

this section 6.8 shall be a complete discharge of liability therefore under

the Plan.



       6.9 Benefits Payable to Key Employees. Under no circumstances shall

payment of a benefit be made to a "key employee" [as defined in Code section

416(i)(1)] if such payment would result in the total benefits under the Plan

which are paid to key employees exceeding 25 percent of the total benefits

provided to all Participants under the Plan during a particular Plan Year.



       6.10 Indemnification. To the extent permitted by law, all officers and

employees of the Employer and all agents and representatives of the Employer

shall be indemnified by the Employer, and saved harmless against any claims,

and the expenses of defending against such claims, resulting from any action

or conduct relating to the administration of the Plan, except claims arising

from such individual's gross negligence, willful neglect, or willful

misconduct.



                       Article VII. Adoption Procedure



       7.1 Adoption Procedure. With the consent of the University, an

Affiliate of the University may adopt this Plan for all or any classification

of persons in its employment, as permitted by the Code, on the express

condition that the University assumes no liability as a result of such

adoption of this Plan. An Affiliate may adopt this Plan by:

       (a) executing an adoption instrument adopting the Plan with respect to

            all or any particular classification of persons in its employment,

            agreeing to be bound as a participating Employer by all the



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