ACCEPTANCE BY BANK ONE, LEXINGTON, NA,
                      LEXINGTON, KENTUCKY, AS
      BOND REGISTRAR, TRANSFER AGENT, PAYEE BANK AND TRUSTEE

          The undersigned, Bank One, Lexington, NA, of Lexington,
Kentucky, having heretofore been appointed as and having served as
Trustee, hereby agrees to the provisions of the foregoing Resolu-
tion to the extent that there are contained therein provisions as
to the additional rights and duties of the undersigned as Bond
Registrar, Transfer Agent, Payee Bank, and Trustee, and reaffirms
its continuing acceptance of the duties of Trustee as to the Series
M (Second Series) Bonds.

          Dated this              , 1993.

                              BANK ONE, LEXINGTON, NA
                              Lexington, Kentucky


                              By-
                              Title
(Seal of Bank)