Minutes of the Meeting of the Executive Committee of the Board of
Trustees of the University of Kentucky, Wednesday, January 12, 1994.

       The Executive Committee of the Board of Trustees of the University
of Kentucky met at 12:00 Noon (Lexington Time) on Wednesday, January 12,
1994 in the Board Room on the 18th floor of the Patterson Office Tower on
the Lexington Campus.

       A.    Meeting Opened and Roll Called

       Governor Edward T. Breathitt, Chairperson, called the meeting to
order at 12:06 p.m., and the invocation was pronounced by Mr. Sturgill.

       The following members of the Executive Committee of the Board of
Trustees answered the call of the roll: Governor Edward T. Breathitt
(Chairperson), Mr. James F. Hardymon, Mr. William B. Sturgill and Lois C.
Weinberg. Absent from the meeting were Dr. Robert P. Meriwether and
Billy B. Wilcoxson. The University administration was represented by
President Charles T. Wethington, Jr.; Chancellor Ben Carr; Vice
Presidents Joseph T. Burch and Donald B. Clapp; and Mr. Paul VanBooven,
Associate General Counsel.

       Members of the general public and the news media were also in
attendance. A quorum being present, Governor Breathitt declared the
meeting officially open for the conduct of business at 12:08 p.m.

       B.    Resolution of the Executive CQmmittee of the Board of
Trustees of the University of Kentucky Accepting the Successifuli     Qdfor
the Purczhase of University of Kentucky Cmm unity Colleges Eduational
Buildings Refunding Revenue Bonds. Series A. C. F and H (Second Series).
Dated January 1. 1994 (PR 1)

       Mr. Hardymon, Chairperson of the Finance Committee, stated that
this sale is a continuation of the efforts in refinancing the revenue
bonds. He moved that the Board of Trustees approve a Resolution
accepting the successful bid of Dillon Reed & Co., Inc. with reference to
the sale of the $55,415,000 (plus or minus up to $4,540,000) of
University of Kentucky Community Colleges Educational Buildings Refunding
Revenue Bonds, Series A, C, F and H (Second Series), dated January 1,
1994, at a net interest cost of 4.7442%; and that the Executive Committee
of the Board of Trustees approve the form of Official Statement as
prepared by J.J.B. Hilliard, W.L. Lyons, Inc. the Financial Advisors to
the Board of Trustees.

       Mr. Hardymon reported that the bids were received at 10:00 a.m.
and Dillon Reed & Co., Inc. submitted the low bid of 4.7442%. He noted
that the bids were very tightly grouped, and the second lowest bid was
submitted by Lehman Brothers at a net interest of 4.7540%. This