ACCEPTANCE BY COMMERCE NATIONAL BANK,
                      LEXINGTON, KENTUCKY, AS
      BOND REGISTRAR, TRANSFER AGENT, PAYEE BANK AND TRUSTEE

          The undersigned, Commerce National Bank, Lexington,
Kentucky, having heretofore been appointed as and having served as
Trusstee, hereby agrees to the provisions of the foregoing Resolu-
tior to the extent that there are contained therein provisions as
tat the additional rights and duties of the undersigned as Bond
Registrar, Transfer Agent, Payee Bank, and Trustee, and reaffirms
its continuing acceptance of the duties of Trustee as to the Series
I Bonds.

          Dated this              , 1991.

                              COMMERCE NATIONAL BANK,
                              Lexington, Kentucky


                              By_
                              Title
(Seal of Bank)



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