The Bonds are also subject to redemption in whole or in part on any
date, at the option of the Board, from the proceeds of casualty insurance or
condemnation awards, at a redemption price equal to 100% of the principal
amount thereof, without premium, plus accrued interest to the redemption date,
if all or any part of the University of Kentucky Hospital is damaged, destroyed
or taken through the exercise of the power of eminent domain.     In the event of
a redemption in part pursuant to this paragraph, the Board shall redeem Bonds
from  each  maturity  then  Outstanding,   to  the  extent  practicable,   in  the
proportion that the principal amount of Bonds of such maturity bears to the
total principal amount of bonds issued under the Master Resolution and then
Outstanding.

           If less than all of the Bonds of a given maturity are to be called
for redemption, the Bonds to be redeemed shall be selected by the Trustee by
lot. Notice of any redemption shall be given by the Trustee in the form and
manner prescribed by the Resolution at least thirty (30) days prior to the date
fixed for redemption to the Owners of the Bonds to be redeemed.        Any notice
given as provided in the Resolution shall be conclusively presumed to have been
duly given, whether or not the Owner of the Bond receives the notice.

           The Bonds or portions thereof designated for redemption will become
due and payable on the redemption date at the redemption price and, if the
moneys necessary to effect such redemption are on deposit with the Trustee and
available therefor, shall cease to bear interest from and after the redemption
date and shall cease to be entitled to any benefit or security under the
Resolution.  Moneys held by the Trustee for the payment of any of the Bonds or
interest due thereon which remain unclaimed for five (5) years after the date
when such amounts shall have become due and payable will, at the request of the
Board, be repaid by the Trustee to the Board free and clear of the trust
created by the Resolution, and the Trustee shall thereupon be released and
discharged with respect thereto, and the Owners of the Bonds payable from such
money shall look only to the Board for the payment of such Bonds and the
interest due thereon.

           The Bonds are issuable as fully registered bonds in denominations of
$5,000 or any whole multiple thereof, and may be exchanged at the principal
corporate trust office of the Registrar, but only in the manner and subject to
the limitations and conditions provided in the Resolution, for an equal
aggregate principal amount of Bonds of the same maturity, bearing interest at
the same rate and of any authorized denominations.

           The transfer of this Bond is registerable by the REGISTERED OWNER
hereof in person or by his attorney or legal representative at the principal
corporate trust office of the Registrar, but only in the manner and subject to
the limitations and conditions provided in the Resolution and upon surrender
and cancellation of this Bond.      Upon any such registration of transfer, the
Board shall execute and the Trustee shall authenticate and deliver, in exchange
for this Bond, a new Bond or Bonds, registered in the name of the transferee,
of authorized denominations, in an aggregate principal amount equal to the
principal amount of this Bond.



-3-