2 -



Amendment #4 - that the first part of the first sentence following the table
               in Section I.B.3 be changed to read:

   The University shall (deduct] withhold the contribution of the participant
   from regular salary payments, add its contribution, and apply the combined
   sum to the purchase of retirement annuities for the participant as follows:


Amendment #5 - that the following paragraph be added as a new first paragraph
               in Section I.C.3:

    Notwithstanding any provision to the contrary contained herein, all Group
    III personnel who have satisfied the age and service requirements for
    mandatory participation shall be required to contribute on a salary
    reduction (pre-tax) basis all contributions which are required to be made
    by the participant according to the applicable contributions schedule
    contained herein; provided, however, that this provision shall not apply
    to  any  participant   who  prior   to  December   22,  1986,  was   making
    contributions on a salary deduction (after-tax) basis.


Amendment #6 - that the first part of the first sentence following the table
               in Section I.C.3 be changed to read:

    The University shall [deduct] withhold the contribution of the participant
    from regular salary payments, add its contribution, and apply the combined
    sum to the purchase of retirement annuities for the participant as follows:





Background for all amendments:     The 1986 Tax Reform Act sets an elective
deferral limit on employee contributions to tax sheltered retirement plans.
In the absence of published IRS regulations, it is the interpretation of the
new tax law by legal counsel hired by the University that, since the
University of Kentucky Retirement Plan permits employees to decide whether
their contributions are on a salary reduction or a salary deduction basis,
individuals tax sheltering under the University's Retirement Plan would have
their tax sheltered retirement contribution count against the current elective
limit of $9,500.  It is also the interpretation of the tax law that, if it is
mandatory   that  all   employee   contributions   be   tax   sheltered,   those
contributions do not count against the elective deferral limit.

These changes in the Retirement Plan will permit those employees who in the
past were not tax sheltering to continue their choice to do so. But, all new
employees enrolling in the University's Retirement Plan as well as those
already tax sheltering would no longer have an option to treat their
contribution as a salary deduction.