Exhibit #2



                            uIflVERSITY 0?F CL KENTUC.-Cfy

                        Supplemental Benefits to TIAA
                        Long Term Total Disability Plan



1.    When an insured individual suffers an injury or illness resulting in
      a Total. Disability cond.ition as dofined, the University shall pay the
      ev.ployee's basic regular full monthly salary for the initial six (6)
      moonth period of the disability.

      a)    This benefit ocriod w ill not be charged against any
            accumulated shor t-term Sick Leava Days that the Individual
            may have acquired under that program.

2.    Upon completion of the initial six (6) month waiting period under the
      insured plan, the University will supplement the benefits paid by the
      insured plan by an amount that will produce a benefit equal to the
      employee's basic regular full monthly pay for a maximum period of one
      (1) year.

3.    During the twelve (12) months of Total Disability following the initial
      twelve (12) month period under the insured plan, the University will
      supplement the benefits paid by the insured plan by an amount that
      will oroduce a benefit equal to 90% of the employee's basic regular
      full monthly pay.

4.    During the twelve (12) months of Total Disability following the second
      twelve (12) month period under the insured plan, the University will
      supplement the benefits paid by tihe insured plan by an amount that will
      produce a benefit equal to SO% oft:o the employee's basic regular full
      monthly pay.

5.    Upon completion of these Supplemental Benefit Periods (a total of
      three (3) years under the insured portion of the plan), ti.r-a-a-ter
      the employee's only total disability benefit will be as determined
      by the formula outlined in the insured plan.