ARTICLE VIII

               Except As Herein Expressly Provided,
                     The Indenture Controls

          Section 801. This Series J and Series K Supplemental Trust

Indenture does not purport to be and is not intended to constitute an

amendment of any provision of the Indenture controlling the rights,

duties and obligations of the Board, the Trustee or the owners and

holders from time to time of the outstanding Bonds, but is merely

supplemental to the Indenture in the specific matters set forth herein

and which are in accord in all respects with the Indenture.

          Section 802. All provisions of the Indenture concerning

the rights, duties and obligations of the Board and the Trustee shall

continue for the security, source of payment and protection of the

holders of all Bonds and parity bonds issued under the Indenture.


          IN TESTIMONY WHEREOF, the BOARD OF TRUSTEES OF UNIVERSITY

OF KENTUCKY has caused its corporate name to be hereunto subscribed

by its Chairman, or its Vice Chairman, and its corporate seal to be

hereto affixed, and said signature and seal to be attested by its

Secretary, and said FARUERS BANK & CAPITAL TRUST COMPANY, Frankfort,

Kentucky, to evidence its acceptance of the additional responsibility

and trusts incident to the issuance of the Series J Bonds and the

Series K Bonds under the Indenture, has caused its corporate name

to be hereunto subscribed by its President or by one of its Vice

Presidents, or by its Trust Officer, and its corporate seal to be



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