with the conditions and provisions of this Agreement.       Moody's
Investors Service shall be provided with draft copies of any draft
amendments prior to their execution at Moody's Investors Service,
99 Church Street, New York, New York 10007, Attention:       Public
Finance Rating Desk Refunded Bonds.

          13. If at any time there shall be insufficient funds on
hand in the Escrow Account for the payment of the interest on, or
the redemption price of, the Series J Bonds and Series L Bonds
being called for redemption, the Trustee Escrow Agent shall
promptly notify the Board of such deficiency, and the Board shall
immediately supply such deficiency from funds of the Board to the
extent of funds available therefor from the Revenues (as defined in
the Resolution).

          14. The Trustee Escrow Agent shall, on or before the lst
day of May and November of each year, deliver to the Board an
investment statement with respect to the Escrow Account and shall,
on or before August 1 of each year, deliver to the Board a trans-
action statement for the Escrow Account for the fiscal year ending
the preceding July 1.

          15.  The Trustee   Escrow  Agent shall   be entitled   to
payment and/or reimbursement for reasonable fees for its services
rendered hereunder and all advances, counsel fees and other
expenses reasonably and necessarily made or incurred by the Trustee
Escrow Agent in connection with such services.       Trustee Escrow
Agent shall under no circumstances assert a lien against any funds
in the Escrow Fund for any of its fees or expenses.

          IN TESTIMONY WHEREOF, witness the signatures of the
parties hereto as of the date first above written, the parties
executing same each certifying that he had the authority to execute
same on behalf of the party for whom he executes this Agreement.
This Agreement may be simultaneously executed in several counter-
parts, all of which constitute one and the same instrument and each
of which shall be, and shall be deemed to be, an original.

                               BOARD OF TRUSTEES
                               UNIVERSITY OF KENTUCKY


                               By_
                                          Signature and Title

                               FARMERS BANK & CAPITAL TRUST COMPANY,
                               Frankfort, Kentucky,
                               Trustee Escrow Agent


                               By___

                               Title



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