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      R. Larry Jones
      T. A. Lassetter
      Nicholas J. Pisacano
      Frank Ramsey
      James L. Rose
      Jerome A. Stricker
      Julia K. Tackett
      Bobby Watson
      Billy B. Wilcoxson
      Constance P. Wilson

      Thereupon, the Chairman declared that such motion had carried and
that such Resolution, a copy of which Resolution is attached to the Minutes
of this meeting, and made a part thereof as if copied in full herein, had
been adopted. He then directed that the good faith check of the successful
bidder be deposited and that the checks of the unsuccessful bidders be
returned to such bidders.

       The good faith checks were then returned to the unsuccessful
bidders. (See FCR 6 at the end of the Minutes.)

       V.   Memorandum of Agreement and Bylaws for the University Hospital
of the Albert B. Chandler Medical Center, Inc. (FCR 7)

       With the concurrence of the Finance Committee, Mr. Clay moved that
the Board approve the Bylaws of the University Hospital of the Albert B.
Chandler Medical Center, Inc. (Hospital), an affiliated corporation of the
University of Kentucky, and the Memorandum of Agreement between the
University of Kentucky and the Hospital setting forth agreements under
which the Board of Trustees of the University conveys certain management
functions of the Hospital to the Hospital's Board of Directors, as
recommended in FCR 7.

       Dr. Clapp explained that the proposed agreement has been under
consideration for several years and that a committee, including a
representative from the Board, was appointed in December 1984 to study and
recommend on the governance needs of the University Hospital. The
committee, he reported, considered a full range of options which included
making no change, creating an auxiliary enterprise, creating an affiliated
corporation, and creating a totally independent enterprise. Dr. Clapp
indicated that the committee recommended the affiliated corporation as
providing the best balance of academic, patient care, management, and
financial considerations for the institution. Board action on December 8,
1986 authorized the creation of an affiliated corporation, and upon
approval of the proposed agreement and the Bylaws, final steps will be
taken to activate the Hospital corporation. Dr. Clapp concluded his
remarks by stating that the agreement does not address the management of
assets by the Hospital's Board and that this matter will be brought to the
Board at a future date after receipt of an Internal Revenue Service ruling
on the tax exempt status of the Hospital corporation.

       The motion, which was made by Mr. Clay and seconded by Dr. Pisacano,
was voted on and unanimously carried. (See FCR 7 at the end of the
Minutes.)