A RESOLUTION AUTHORIZING THE ISSUANCE OF $25,000,000 OF
           UNIVERSITY OF KENTUCKY HOSPITAL REVENUE BONDS, SERIES A,
           OF THE BOARD OF TRUSTEES OF THE UNIVERSITY OF KENTUCKY

           WHEREAS, the Board of Trustees of the University of Kentucky, by
Resolution entitled:

           A RESOLUTION CREATING AND ESTABLISHING A HOSPITAL PROJECT
           OF THE UNIVERSITY OF KENTUCKY; CREATING AND ESTABLISHING
           AN ISSUE OF UNIVERSITY OF KENTUCKY HOSPITAL REVENUE BONDS
           OF THE BOARD OF TRUSTEES OF THE UNIVERSITY OF KENTUCKY;
           PROVIDING FOR THE ISSUANCE FROM TIME TO TIME OF SAID
           BONDS; PROVIDING FOR THE PAYMENT OF THE PRINCIPAL OF AND
           INTEREST ON SAID BONDS AND REPEALING ALL RESOLUTIONS OR
           PARTS OF RESOLUTIONS IN CONFLICT WITH THIS RESOLUTION

adopted on June 25, 1986 (hereinafter referred to as the "Master Resolution"),
has created and established an issue of University of Kentucky Hospital Revenue
Bonds of the Board of Trustees of the University of Kentucky; and

           WHEREAS, the Master Resolution authorizes the issuance by said Board
of said Bonds in one or more series pursuant to a resolution authorizing such
series; and

           WHEREAS, the Board has determined that it is in the best interests
of the Board to issue at this time the initial series of Bonds to be designated
"University of Kentucky Hospital Revenue Bonds, Series A";

           NOW, THEREFORE, THE BOARD OF TRUSTEES OF THE UNIVERSITY OF KENTUCKY
HEREBY RESOLVES AS FOLLOWS:

           ARTICLE I. AUTHORITY AND DEFINITIONS.

           Section 1.01. Authority.

           This Series A Resolution (hereinafter referred to as the "Series A
Resolution") is adopted pursuant to Section 2.02 of the Master Resolution and
the provisions of Sections 58.010 through 58.140, et seq., of the Kentucky
Revised Statutes.

           Section 1.02. Definitions.

           All words and terms which are defined in the Master Resolution shall
have the same meanings, respectively, in this Series A Resolution as such terms
are given in the Master Resolution.    In addition to the words and terms defined
in  the  Master  Resolution,  the   following  words  and  terms   shall  have  the
following meanings, unless some other meaning is plainly intended:

           "BOARD CONTRIBUTION" means the amount to be contributed by the Board
to fund the cost of the Series A Hospital Project over and above the amount of
Series A Bond proceeds available for such costs.



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