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<br />9.4 INSURANCE CONTROL CLAUSE <br /> <br />In the event of a conflict between the terms of this Plan and the terms of an <br />Insurance Contract of an independent third party Insurer whose product is then being used in <br />conjunction with this Plan, the terms of the Insurance Contract shall control as to those <br />Participants receiving coverage under such Insurance Contract. For this purpose, the Insurance <br />Contract shall control in defining the persons eligible for insurance, the dates of their eligibility, <br />the conditions which must be satisfied to become insured, if any, the benefits Participants are <br />entitled to and the circumstances under which insurance terminates. <br /> <br />9.5 INDEMNIFICATION OF ADMINISTRATOR <br /> <br />The Employer agrees to indemnify and to defend to the fullest extent permitted <br />by law any Employee serving as the Administrator or as a member of a committee designated <br />as Administrator (including any Employee or former Employee who previously served as <br />Administrator or as a member of such committee) against all liabilities, damages, costs and <br />expenses (including attorney's fees and amounts paid in settlement of any claims approved by <br />the Employer) occasioned by any act or omission to act in connection with the Plan, if such act <br />or omission is in good faith. <br /> <br />ARTICLE X <br />AMENDMENT OR TERMINATION OF PLAN <br /> <br />10.1 AMENDMENT <br /> <br />The Employer, at any time or from time to time, may amend any or all of the <br />provisions of the Plan without the consent of any Employee or Participant. No amendment shall <br />have the effect of modifying any benefit election of any Participant in effect at the time of such <br />amendment, unless such amendment is made to comply with Federal, state or local laws, <br />statutes or regulations. <br /> <br />10.2 TERMINATION <br /> <br />The Employer is establishing this Plan with the intent that it will be maintained for <br />an indefinite period of time. Notwithstanding the foregoing, the Employer reserves the right to <br />terminate this Plan, in whole or in part, at any time. In the event the Plan is terminated, no <br />further contributions shall be made. Benefits under any Contract shall be paid in accordance <br />with the terms of the Contract. <br /> <br />No further additions shall be made to the Health Flexible Spending Account or <br />Dependent Care Flexible Spending Account, but all payments from such fund shall continue to <br />be made according to the elections in effect until 90 days after the termination date of the Plan. <br />Any amounts remaining in any such fund or account as of the end of such period shall be <br />forfeited and deposited in the benefit plan surplus after the expiration of the filing period. <br /> <br />24 <br />