preliminary consideration at the regular meeting of the Board on December 10,
1996. On motion made by Mrs. Bell and seconded by Mr. Miles, PR 3A was
approved. (See PR 3A at the end of the Minutes.)

      G.    Resolution of the University of Kentucky Alumni Association
Amending the Nomination Process for Alumni Trustees (PR 3B)

      President Wethington said PR 3B is a Resolution of the University of
Kentucky Alumni Association amending the nomination process for alumni
trustees. He asked Joe Burch to explain the Resolution.

      Mr. Burch said the UK Alumni Association Board of Directors discussed
and considered the procedure for the selection of alumni trustees who are
recommended to the Board and then to the Governor for appointment. The
proposed amendments would shorten the amount of time taken in the process
to allow the Governor to receive the recommendations closer to the time that
the Governor makes the appointments. He noted the other three changes in
the Resolution and said that the Alumni Board of Directors recommends the
Board of Trustees approve the Resolution.

      President Wethington said he was pleased to recommend the approval
of PR 3B. Mr. Bates moved approval. His motion, seconded by Mr. Guthrie,
carried. (See PR 3B at the end of the Minutes.)

      Mr. Guthrie stated it was an honor to be an alumni trustee on the
University's Board. He said he had endorsed the proposed changes prior to his
appointment and, in his opinion, they are in the best interest of the alumni.
He supports the effort.

      Mrs. Bell and Mr. Bates also concurred with the recommendation.

      Governor Breathitt said in view of the unfortunate accident of Derek
Anderson, student athlete, that he was very much impressed with the way that
Coach Pitino and C. M. Newton had stressed the welfare of the student athlete
first instead of talking about its impact on the team. He wished Derek
Anderson the very best of treatment, an early recovery and future success. He
said he also appreciated the recognition that was given to the outstanding
academic achievement of the football team during half time at the basketball
game on January 18th. The recognition is a credit to the athletic department
and to the coaching staffs of Jerry Claiborne and Bill Curry.

     H.    Acceptance of Interim Financial Report for the University of
Kentucky for the Six Months Ended December 31. 1996 (FCR 1)

     Mr. Hardymon, Chairperson of the Finance Committee, reported that
the Finance Committee met prior to the Board meeting and considered nine