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SECTION 8 — AMENDMENT AND TERMINATION

8.1 Amendment: The University reserves the right to amend the Plan, through affirmative action by the Board at any time and from time to time, in whole or in part, including, without limitation, retroactive amendments necessary or advisable to qualify the Plan and Trust under the provisions of Code Sections 401(a) and 403(a). However, except as set forth in Section 8.3, no such amendment shall (1) cause any part of the assets of the Plan and Trust to revert to or be recoverable by the Medical Center or be used for or diverted to purposes other than the exclusive benefit of Participants, Former Participants, and beneficiaries;

(2) deprive any Participant, Former Participant, or beneficiary of any benefit already vested; (3) alter, change, or modify the duties, powers, or liabilities of the Trustee without its written consent; or (4) permit any part of the assets of the Plan and the Trust to be used to pay premiums or contributions of the University or the Medical Center under any other plan maintained by the University or the Medical Center for the benefit of its employees. No amendment to the vesting schedule shall deprive a Participant of unforfeitable rights to benefits accrued to the date of the amendment.

8.2 Termination, Partial Termination, or Complete Discontinuance of Contributions: Although the Medical Center has established the Plan with the intention and expectation that it will make contributions indefinitely, nevertheless the Medical Center shall not be under any obligation or liability to continue its contributions or to maintain the Plan for any given length of time. The Medical Center may in its sole and absolute discretion through an affirmative action by its Board discontinue contributions or terminate the Plan in whole or in part in accordance with its provisions at any time without any liability for the discontinuance or termination. However, the Trust shall continue until the portions of Participants' Accumulation Accounts that have been allocated to the Trust have been completely distributed to or for the benefit of such Participants in accordance with the Plan.

8.3 Permissible Reversions:

• (a) Notwithstanding any other provision of the Plan:
  (I) No Participant nor beneficiary shall have any right or claim to any assets of the Trust or to any benefit under the Plan before the Internal Revenue Service determines that the Plan and Trust qualify under the provisions of Code Section 401(a), or any statute of similar import, other than any vested rights or benefits accrued represented by any assets transferred from the VRS, to the extent vested upon transfer to this Plan and Trust from the VRS. Upon the distribution to the Participants of any vested amounts or benefits transferred from the VRS and the return of any remaining contributions to the Medical Center following the denial of initial qualification of the Plan and Trust under the provisions of Code Section 401(a), the Trust provided for in this Plan shall be terminated and the Trustees shall be discharged from all obligations hereunder.
  (II) To the extent the Medical Center's contributions are made by reason of a mistake of fact, they may be returned to the Medical Center within one (1) year from the date of contribution.
• (b) The amounts that may be returned to the Medical Center under Section 8.3(a)(II) above shall be the excess of

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  the amounts contributed over the amounts that would have been contributed had there not been a mistake of fact. No earnings on the mistaken contributions may be returned to the Medical. Center and losses sustained by the Trust after the date of contribution shall proportionately reduce the amount that may be returned to the Medical Center.