The Registrar/Payee Bank may at any time resign from its duties set

forth in this Resolution by filing its resignation with the Board, and

notifying the original purchaser or purchasers of the Bonds. Thereupon, the

Board shall designate a successor Registrar/Payee Bank which shall be an

incorporated bank or trust company authorized to transact business in the

United States of America. Notwithstanding the foregoing, in the event of the

resignation of the Registrar/Payee Bank, provision shall be made for the

orderly transition of the books, records, and accounts relating to the Bonds to

the successor Registrar/Payee Bank in order that there will be no delinquencies

in the payment of interest or principal due on the bonds.

           The Registrar/Payee Bank shall indicate its acceptance of its duties

as Registrar, Transfer Agent, and Payee Bank by signing the Acceptance Certifi-

cation at the conclusion of this Resolution.

           (c) Duties of Depository Bank.

           Its duties as Depository Bank are to serve as the depository bank of

the Bond Fund and all other Funds created and/or reaffirmed herein, other than

the Escrow Fund.

           (d) Appointment and Duties of Escrow Agent.

           Commerce National Bank, Lexington, Kentucky, is hereby appointed the

Escrow Agent, and its duties will be to perform all duties of the Escrow Agent

specified herein and in the separate Escrow Agreement between the Board and the

Escrow Bank with respect to the Called Prior Bonds.

           (e) General Provisions as to Registrar, Transfer Agent, Payee Bank,
                Depository Bank, and Escrow Bank.

           The Registrar, Transfer Agent, Payee Bank, Depository Bank, and

Escrow Bank (collectively the "Bank"), shall each be entitled to the advice of



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