The  Treasurer,   in  conjunction  with  J J B   Hilliard,  W L  Lyons
Incorporated, Financial Advisor to the Board, and Bond Counsel, may cause to be
prepared multiple copies of one or more Official Terms and Conditions of Bond
Sale giving more complete and particular descriptions of the Series A Bonds,
provisions for the security and payment thereof, disposition of bond proceeds
and other information that is not feasible to give within the limits of the
public Notice of Bond Sale, and may furnish copies of such Official Terms and
Conditions of Bond Sale to all interested bidders upon request in substantially
the form prepared by Bond Counsel, as set forth in Exhibit D to this
Resolution.

           The right to reject any and all bids shall be especially reserved to
the Board.  On the occasion set forth in such Notice of Bond Sale, the Board,
or its Executive Committee, or its Finance Committee, as the case may be, shall
consider all bids made pursuant to such notice, and if acceptable bids are
received, award the Series A Bonds in the manner and for the purposes herein
provided, establish the interest rate or rates which the Series A Bonds shall
bear, and take all other necessary and proper steps in the sale and issuance of
the Series A Bonds.   In the event no bid is deemed acceptable, the President or
the Vice President for Administration of the University of Kentucky, upon the
advice of J J B Hilliard, W L Lyons Incorporated, Financial Advisor to the
Board, may readvertise for bids and adopt revised Official Terms and Conditions
of Bond Sale, including a revision of the principal amount of Series A Bonds
offered for sale, if less than the amount authorized herein, and a revision of
maturities, dates and redemption provisions.

           The Financial Advisor to the Board shall prepare an "Official
Statement" for the purpose of providing adequate information to prospective
bidders, and the same shall be examined on behalf of the Board by the
Treasurer, shall be approved by said officer prior to the use thereof in
connection with the sale of the Series A Bonds, and shall be executed on behalf
of the Board by the Chairman.

           ARTICLE III. REDEMPTION.

           Section 3.01.  Limitation on Redemption.

           Except as provided in this Article, the Series A Bonds shall not be
subject to redemption in whole or in part.

           Section 3.02. Optional Redemption of Series A Bonds.

           The Series A Bonds maturing on and after August 1, 1997, shall be
subject to redemption prior to maturity by the Board in whole or from time to
time in part in the inverse order of their maturities (less than all of a
single maturity to be selected by lot by the Paying Agent) on any Interest
Payment Date on and after August I, 1996, at the redemption prices, expressed
in percentages of the principal amount of the Series A Bonds to be redeemed,
plus in each case accrued interest to the date of redemption, as set forth
below:



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