Minutes of the retreat of the Board of Trustees of the University of Kentucky, Tuesday,
August 26, 2003.

      The Board of Trustees of the University of Kentucky began its retreat at 8:30 a.m.
(Lexington time) on Tuesday, August 26, 2003 in the Library of the Hilary J. Boone Center.

      Mr. Steven Reed, Chair, welcomed the members and thanked them for attending the
retreat. He said the purpose of the retreat was to have time together and have a dialogue.

      The following members were in attendance: James F. Hardymon, Davy Jones, Michael
Kennedy, Pamela R. May, Billy Joe Miles, Steven S. Reed, C. Frank Shoop, Marian Moore
Sims, Alice Stevens Sparks, Myra Leigh Tobin, Rachel Watts, JoEtta Wickliffe, Russ Williams,
Elaine Wilson, and Barbara Young.

      Absent from the retreat were Marianne Smith Edge, Robert P. Meriwether, Phillip Patton,
Elissa Plattner, and Billy Wilcoxson.

      Mr. Reed began the meeting by expressing appreciation to President Lee Todd and First
Lady Patsy Todd for their hard work the past two years. He talked about the total package and
noted that the Board should not take the President for granted. He called on Frank Shoop, Chair
of the Ad Hoc Committee on Compensation, to make a report.

      Mr. Shoop informed the Board that the Ad Hoc Committee had several meetings, and it
plans to submit a proposal at the September meeting. He reviewed the various options that the
Committee had discussed and talked about other presidential packages at benchmark institutions.
There was also a discussion about the state law controlling the salary of the state presidents
based on the salary of the President of the Council on Postsecondary Education.

      Mr. Shoop said the Committee was cognizant of the budget and other issues. The
Committee wants to keep President Todd until he is age 65, and retention will be addressed in
the contract. The Committee does not want the University to lose focus and momentum.

      Board members commented about the President and First Lady's desires. They feel it is
important to have a clear understanding of their desires and what is important to them. They feel
the President's evaluation should not be tied to money because it muddles the process. The
Board has struggled with compensation more than any other issue, and it is better to face it going
into the beginning of the academic year. It is an emotional subject and very individual.

      Mr. Shoop said he wanted the issues to be put to rest. It is important to have full input
from Board's on the President's compensation package. He wants the Board to be united on the
package and the President to be happy.

      Professor Kennedy, Dr. Jones, and Mr. Williams expressed their views and opinions from
the standpoint of faculty and staff.

      It was noted that the Ad Hoc Committee suggested that the Board have an evaluation.
Mr. Williams was instructed to get books from the American Governing Board regarding the
Board's evaluation process.