VII. Death Benefits.  In the event of death prior to the commencement of annuity benefits,
       whether or not the required period for vesting has been completed, an income will be
       paid by TIAA-CREF to the participant's beneficiary. The amount of income will be
       based on the then current value of the accumulation in the annuities purchased by
       both the participant's and the University's contributions, in accordance with the
       income option elected by either the participant or, if he made no prior election, by
       his beneficiary. If the beneficiary is a corporation, association or the participant's
       estate, a single sum will be paid. With the University's consent, and under current
       TIAA practice, a single sum may be paid to the participant's spouse.

VIII.  Retirement Benefits.     Each Group II classified participant in TIAA will
       receive from TIAA a guaranteed, fixed monthly income for life which
       shall be the actuarial equivalent of the full value of his annuity ac-
       cumulation at the time of his retirement.        Each participant in CREF
       will also receive from CREF each month for life a guaranteed number of
       CREF annuity units, the dollar value of which will change from year to
       year reflecting primarily changes in the market prices and dividends of
       the common stocks owned by CREF.

   IX. Supplemental Retirement Income. For all Group II classified employees who:

              (a) were employed prior to July 1, 1971, (and currently employed
                   as of that date) and

              (b) have attained age 40 by July 1, 1971, and

              (c) have 15 years of consecutive service at the date of retire-
                   ment (normally age 65) the University will provide a
                   supplemental retirement income during the lifetime of the
                   staff member, where necessary, to assure a munimum benefit
                   under the plan equal to twenty (20) per cent of the salary
                   received by him at the time of retirement, plus one (1) per
                   cent of that salary for each year of service at the University.

              (d) for those persons employed prior to July 1, 1964, (and have
                   been continuously employed since that date) refer to Section
                   XI and XII of the Retirement Resolution as currently amended
                   for information as to computation of supplemental retirement
                   benefits.

       In determining if the minimum benefit has been met it will be presumed that the funded
       benefit will be the TIAA Single Life Annuity payable at age 65 from the then existing
       accumulations, attributable to employee and University contributions made in accordance
       with this plan, and that the CREF accumulation, if any, will be deposited in TIAA at
       age 65, regardless of the option actually elected by the participant.

    X. While it is expected that this plan will continue indefinitely, the
       University of Kentucky reserves the right to change the contribution
       rates or at any time modify the plan in any way that is not in conflict
       with the participant's accrued contractual rights.