UNIVERSITY OF PITTSBURGH POLICY 01-03-06

CATEGORY:               ADMINISTRATION
SECTION:                   University Governance
SUBJECT:                  Indemnification
EFFECTIVE DATE:    February 21, 2002 Revised
PAGE(S):                    1

I.    SCOPE

      This policy affirms the eligible parties and conditions under which the University provides

      legal defense and indemnification.  The following is excerpted from the University of

      Pittsburgh BYLAWS.  (See Appendix A.)

II.   POLICY

      The Corporation shall furnish its current and former Trustees and officers with legal

      defense in connection with any threatened or pending action, suit or proceeding, whether

      civil, criminal, administrative, or investigative, to which they are made parties by reason of

      being or having been a representative of the Corporation

      -     Provided the Chancellor and Chief Executive Officer is promptly notified of the need

            for such defense.

      Furthermore, the Corporation shall indemnify any Trustee or officer for judgments,

      damages, settlements, and costs reasonably incurred in such proceedings in the manner

      allowed and under the conditions provided by Pennsylvania law.

      To the fullest extent that the laws of the Commonwealth of Pennsylvania, as now or as

      hereafter amended, permit elimination or limitation of the liability of Trustees, no Trustee

      of the Corporation shall be personally liable for monetary damages as such for any action

      taken, or any failure to take any action, as a Trustee.

III.  REFERENCES

      University of Pittsburgh of the Commonwealth System of Higher Education - BYAWS,

      Chapter Article VI, "Indemnification."  Adopted by the Board of Trustees January 14, 1969,

      and as amended thereafter.

      The Pennsylvania Director's Liability Act, (Act 145 of 1986), (Appendix B).

      Title 42 of the Pennsylvania Consolidated Statutes, Section 8364, "Personal Liability of

      Directors and Officers," (Appendix C).