I. Approval of Minutes: The following four sets of minutes had been circulated by mail to the Board for review and were presented for approval:

A. Academic Affairs & Faculty Liaison Committee, November 19, 1998

B. Executive Committee, December 14, 1998

C. Board of Trustees, December 14, 1998

D. Executive Committee, December 21, 1998

There were no additions, deletions, or corrections to the minutes; they stood approved as distributed.

II. Committee Reports

A. Buildings and Grounds Committee

(The Honorable Mark W. Buyck, Jr., reporting)

Mr. Buyck stated that the Buildings and Grounds Committee had met just prior to this Board meeting. The Committee received several reports including the status of ongoing projects and, in keeping with established Board policy, a report that the administration had approved an increase of $50,000 to the Ruth Patrick Science Education Center project at USC Aiken. It was funded with Institutional Capital Project Funds and resulted in a total project budget of $3,950,000.

The following items were approved for recommendation to the Board:

1. 1999/2000 Annual Permanent Improvement Plan (APIP) Projects: Mr. Buyck stated that each of these projects was thoroughly discussed by the Committee.

a) Business Administration Elevator Upgrade: This project would upgrade the elevator system in the Business Administration Building. The System was over 20 years old and near the end of its useful life expectancy.

On behalf of the Buildings and Grounds Committee, Mr. Buyck moved approval of the establishment of a project to upgrade the elevators in the Business Administra-tion Building with a budget of $700,000 to be funded with Renovation Reserve Funds. Mr. Bradley seconded the motion. The vote was taken, and the motion carried.

b) McBryde Quadrangle Renovations: This project was initially included in the 1998/99 APIP. The requested increase in its scope would renovate all baths and upgrade electrical systems and hallway finishes. Doors and windows would be repaired as funds allowed.

On behalf of the Buildings and Grounds Committee, Mr. Buyck moved to increase the scope and budget of the McBryde Quadrangle Renovation project for a revised total budget of $900,000 to be funded with Housing Funds. Dr. Floyd seconded the motion. The vote was taken, and the motion carried.

c) McClintock Dormitory Renovations: This project to renovate McClintock Dormitory would eliminate dead end corridors, improve community baths, modify access control to the building, and renovate the central lobby area.

On behalf of the Buildings and Grounds Committee, Mr. Buyck moved to establish the project to renovate McClintock Dormitory, as presented, with a budget of $750,000 to be funded with Housing Funds. Mr. Doar seconded the motion. The vote was taken, and the motion carried.

d) Wade Hampton Dormitory Window Replacement: This project would replace the existing windows of the Wade Hampton Dormitory with energy efficient units.

On behalf of the Buildings and Grounds Committee, Mr. Buyck moved to establish the project to replace the windows in the Wade Hampton Dormitory with a budget of $250,000 to be funded with Housing Funds. Mr. Mungo seconded the motion. The vote was taken, and the motion carried.

2. Russell House West End HVAC Upgrade: The project would upgrade the HVAC system on the west end of the Russell House and would include replacement of four air handlers, ductwork, grilles, and chilled water pumps which would increase the chilled water supply.

On behalf of the Buildings and Grounds Committee, Mr. Buyck moved to establish the project to upgrade the HVAC system on the west end of the Russell House, as presented, with a budget of $255,000 to be funded with $135,000 in Renovation Reserve Funds and $120,000 in Appropriated State Funds. Mr. Miller seconded the motion. The vote was taken, and the motion carried.

3. USC Aiken Student Activities Center Reroofing/HVAC Replacement: This project would replace the existing roof and the HVAC system for the USC Aiken Student Activities Center.

On behalf of the Buildings and Grounds Committee, Mr. Buyck moved to establish the project to replace the HVAC system and reroof the USC Aiken Student Activities Center with a budget of $675,000 to be funded with insurance claim proceeds. Mr. Loadholt seconded the motion. The vote was taken, and the motion carried.

4. School of Medicine Building #3 Renovation: This proposal would increase the budget of the existing renovation project for the School of Medicine Building #3 and fund lead paint removal and repainting as well as installing a fire alarm/security system. The increase would also fund A/E design development for the renovation of the first and second floors of the building.

On behalf of the Buildings and Grounds Committee, Mr. Buyck moved to increase the School of Medicine Building #3 Renovation Project by $450,000 to be funded with Institutional Capital Project Funds for a total budget of $1,545,000 to be funded with $350,000 in Capital Improvement Bonds, $597,600 in Appropriated State Funds (USC School of Medicine), and $597,400 in Institutional Capital Project Funds (ICPF - School of Medicine). Mr. Miller seconded the motion. The vote was taken, and the motion carried.

5. USC Aiken Pacer Downs Apartments

a) Proposed Property Acquisition: This was a request to purchase dormitories, known as Pacer Downs Apartments, at USC Aiken. The complex would house 368 students in 91 units.

On behalf of the Buildings and Grounds Committee, Mr. Buyck moved approval to purchase Pacer Downs Apartments, as presented, for $4.5 million and to provide $.5 million for upfitting of the facilities for a total project budget of $5 million to be funded with revenue bonds. Mr. Loadholt seconded the motion. The vote was taken, and the motion carried.

b) Bond Resolution: Mr. Buyck invited Mr. Finan to present the Bond Resolution for action. Mr. Finan stated that approval was sought for a Bond Resolution of $5 million in revenue bonds to purchase and upfit the Pacer Downs Apartments for housing at USC Aiken. The Bond Resolution had been distributed with the materials for the meeting. [See Exhibit A]

On behalf of the Buildings and Grounds Committee, Mr. Buyck moved approval of the Bond Resolution in the amount of $5 million for the purchase of Pacer Downs at USC Aiken. Mr. McLellan seconded the motion. Mr. Hubbard asked if the debt would be serviced by the revenue derived from the Pacer Downs Apartments. Mr. Finan responded affirmatively. The vote was taken, and the motion carried.

6. Gift Naming Opportunities

a) County/University Soccer Stadium, USC Spartanburg: Spartanburg County would finance the construction of the new soccer complex, but receipt of the funding was contingent upon this naming.

On behalf of the Buildings and Grounds Committee, Mr. Buyck moved approval of naming the "County/University Soccer Stadium" at USC Spartanburg. Mr. Lister seconded the motion. The vote was taken, and the motion carried.

b) The Cleveland S. Harley Baseball Park, USC Spartanburg: Mr. Harley had pledged 50 percent of the construction cost for a new baseball park, and his donation was contingent upon approval of this naming.

On behalf of the Buildings and Grounds Committee, Mr. Buyck moved approval of naming "The Cleveland S. Harley Baseball Park" at USC Spartanburg with the stipulation that the pledge must be completed before the naming could occur. Mr. Lister seconded the motion. The vote was taken, and the motion carried.

c) Spivey Library and Seminar Room of the Baruch Marine Field Laboratory in Georgetown: This naming was in conjunction with a gift made by Frank and Virginia Spivey, and the University's faculty and staff at the Baruch Institute strongly endorsed it.

On behalf of the Buildings and Grounds Committee, Mr. Buyck moved approval of naming the "Spivey Library and Seminar Room" at the Baruch Marine Field Laboratory in Georgetown. Mr. Doar seconded the motion. The vote was taken, and the motion carried.

d) Jennie Haddock Feagle Hall: The naming of the entrance to the Thomas Cooper Library's Graniteville Room for Jennie Haddock Feagle had never been presented to the Board.

On behalf of the Buildings and Grounds Committee, Mr. Buyck moved approval of the ratification by the Board of Trustees to name the "Jennie Haddock Feagle Hall." Mr. Bahnmuller seconded the motion. The vote was taken, and the motion carried.

B. Academic Affairs and Faculty Liaison Committee

(The Honorable Othniel H. Wienges, Jr., reporting)

Mr. Wienges requested a moment to tell the Board about the activities of the Bicentennial Commission. He said the Commission was off to a fast start. Its committees were organized, had met, and reported to the executive committee. There was much enthusiasm and interest. Mr. Wienges thanked those present who had participated in the efforts. The Commission was still looking for a theme for the Bicentennial.

Mr. Wienges stated that on Friday, February 12, 1802, the first meeting of the Board of Directors was held. It was held in Charleston in the residence of Governor Drayton with the Governor, three judges, and five others present. The meeting was adjourned quickly for lack of a quorum. The Board met again on February 14 and the Secretary said, "The Trustees went to work with becoming earnestness of spirit." The report of that meeting said there had been difficulty in locating the land. After it was located, there was difficulty in acquiring it. The first salary for the President was $2,500 a year, a professor of mathematics and a professor of natural philosophy each earned $1,500, and the other professors earned $1,000 a year.

Mr. Wienges then proceeded to give the report of the Academic Affairs and Faculty Liaison Committee.

1. Honorary Faculty Titles: The requests for honorary faculty titles had received all appropriate approvals and were presented to the Academic Affairs and Faculty Liaison Committee and to this Board in Executive Session without objection:

a) William A. Cooper, School of Public Health, would receive the title Distinguished Professor Emeritus. Professor Cooper retired December 31, 1998.

b) John C. Griffin, USC Lancaster, would receive the title Distinguished Professor Emeritus. Professor Griffin retired June 30, 1998.

c) The following persons would receive the title Distinguished Professor during their final year of service. Upon retirement, that title would change to Distinguished Professor Emeritus:

(1) John N. Gardner, College of Library and Information Science, retiring June 30, 1999;

(2) Earl A. Spiller, The Darla Moore School of Business, retiring August 15, 1999;

(3) Emanuel V. Seko, College of Arts and Sciences, USC Spartanburg, retiring December 31, 1999; and

(4) Benjamin M. Gimarc, Department of Chemistry and Biochemistry, College of Science and Mathematics, retiring May 15, 2000.

d) Lester E. Duncan, Jr., Thomas Cooper Library, would receive the title Librarian Emeritus upon his retirement June 30, 1999.

On behalf of the Committee, Mr. Wienges moved approval of the requested honorary faculty titles, and Dr. Floyd seconded the motion. The vote was taken, and the motion carried.

2. Promotion: The following request for promotion had received all appropriate approvals and was presented to the Committee and to this Board in Executive Session without objection:

Robert E. McKeown, Department of Epidemiology and Biostatistics, School of Public Health, would be promoted to the rank of Associate Professor effective

August 16, 1998.

On behalf of the Committee, Mr. Wienges moved approval of Dr. McKeown's promotion, and Mr. Miller seconded the motion. The vote was taken, and the motion carried.

3. Appointments with Tenure: The following appointments with tenure had received all appropriate approvals and were presented to the Committee and to this Board in Executive Session without objection:

a) Dr. Ronald Benner would be awarded tenure with his appointment as Professor in the Department of Biological Sciences, College of Science and Mathematics. Dr. Odom stated that Dr. Benner was coming from the University of Texas in Austin where he had been a full professor in the Department of Marine Science. Dr. Benner currently had about $.5 million in grants and over 70 publications. He would be an integral part of the Marine Science program at the University.

On behalf of the Committee, Mr. Wienges moved approval of Dr. Benner's appointment with tenure, and Mr. Mungo seconded the motion. The vote was taken, and the motion carried.

b) Dr. John L. Eady would be awarded tenure with his appointment as Professor and Chair of the Department of Orthopaedic Surgery, School of Medicine. Dr. Odom said that Dr. Eady was currently a faculty member at the Medical University of South Carolina where he was Vice Chair of the Department of Orthopaedics. Dr. Eady had a state and regional reputation in his field.

On behalf of the Committee, Mr. Wienges moved approval of Dr. Eady's appointment with tenure, and Mr. Miller seconded the motion. The vote was taken, and the motion carried.

c) Mrs. Janette Turner Hospital would be awarded tenure with her appointment as Professor in the Department of English, College of Liberal Arts. Dr. Odom said that Mrs. Hospital was a native of Australia and would join the University in the area of creative writing in the Department of English. She had an international reputation in Australia and England and had published six novels as well as a number of short stories.

On behalf of the Committee, Mr. Wienges moved approval of Mrs. Hospital's appointment with tenure, and Mr. von Lehe seconded the motion. The vote was taken, and the motion carried.

4. Proposal to Modify the Master of Communication Disorders Degree to Offer the Degree to Speech Therapists of the U.S. Virgin Islands by the Department of Speech-Language Pathology and Audiology, School of Public Health: The proposal was carefully developed, received the requisite academic and administrative approvals, and appeared to be consistent with the mission of the University.

On behalf of the Committee, Mr. Wienges moved approval of the requested proposal, and Mr. Miller seconded the motion.

Mr. Mungo said that there were only two undergraduate institutions in the state that taught speech pathology, and the University of South Carolina was not one of them. They were South Carolina State University and Columbia College. All of the qualified graduates could not be admitted to the USC graduate program. Since every public school was required to have a speech pathologist, Mr. Mungo said he could not understand why the program was not expanded to accommodate the demand for master's degrees. He asked the Provost to look into the need and report back to the Board on enlarging the master's program in Speech Pathology. Mr. Bahnmuller and Mr. Wienges endorsed Mr. Mungo's comments and request.

Dean Pastides was invited to respond. He said that he was in agreement in principle with the members of the Board. He understood it was a vital service, and the School of Public Health was doing its best with the current resources. It was a resource-intensive training program with much hands on interaction between the faculty mentors and the students. The current distance education proposal would not impact the current training programs of the on-site students or of other students in South Carolina who were currently benefitting through distance education. The program in the U.S. Virgin Islands would be a transmitted program and would require no increase in the number of faculty, no increase in physical resources, and had no budget implication in terms of currently available resources.

Dean Pastides said it was time to look at the University's ability to increase the amount of training of in-state students since this was a growing field. Mr. Mungo asked the Provost to report back to the Board at the next full meeting.

The vote on the proposed program modification was taken, and the motion carried.

5. Name Change for College of Engineering: There was a request to change the name of the College of Engineering to the College of Engineering and Information Technology. This request had received all appropriate academic and administrative approvals.

On behalf of the Committee, Mr. Wienges moved approval to change the name of the College of Engineering to the College of Engineering and Information Technology. Mr. Bahnmuller seconded the motion.

Professor Wedlock informed the Board that at a meeting earlier on this day the faculty representatives of the Academic Affairs and Faculty Liaison Committee asked that consideration of this name change be postponed. The major reasons for this request were questions concerning the implications for, and lack of consultation with, departments outside the College of Engineering which had an interest in information technology, as well as the ill-defined mission of the College as it would be renamed. There were also concerns by the faculty regarding the manner in which the proposal came to be approved by the faculty of the College of Engineering. The Provost had assuaged some of the concerns, but not all of them. The faculty would continue to work to make it a success if it were approved.

Mr. Mungo asked if the requested name change had the approval of the Provost and the President. They responded affirmatively. Mr. Hubbard said the change had been thoroughly discussed in the meeting of the Academic Affairs and Faculty Liaison Committee. Mr. Bahnmuller endorsed the name change. Dr. Palms reported that the change had been voted on by the faculty of the College of Engineering with only one vote in opposition, and the Dean of the College of Engineering was proposing it with great enthusiasm.

The vote was taken, and the motion carried.

C. Executive Committee

(The Honorable William C. Hubbard, reporting)

1. Report of the Meeting of December 21, 1998: At a meeting of the Executive Committee held by telephone conference call on December 21, the employment contract for Assistant Football Coach Skip Holtz was approved. The details of the employment agreement can be found in the minutes of that meeting.

Also at that meeting the donor agreement for the gift from Ms. Darla Moore was modified to allow the income payment of $1.25 million, which was committed to the University each year, to come from the income of the entire Charitable Trust, as opposed to coming from the $25 million currently allocated designated fund.

2. Report of the Meeting of February 25, 1999: At the meeting of the Executive Committee held earlier this day, contracts valued over $250,000 were approved. They included a contract with the Aiken Regional Medical Center for USC Aiken to provide certain services to the Cardiac Enhancement Program. Approval was also given for indefinite delivery construction contracts with five contractors.

Dr. Palms had presented a recommendation, which was approved unanimously by the Executive Committee, to change the title and responsibilities of Mr. J. Lyles Glenn to Vice President and Chief Operating Officer of the University.

D. Ad Hoc Committee on Advancement

(The Honorable William C. Hubbard, reporting)

Report of the Meeting of February 25, 1999: The Ad Hoc Committee met earlier this day and received several reports.

The total amount raised in the Bicentennial Campaign from July 1 through December 31, 1998, was approximately $31 million. That represented the largest amount raised at Carolina in the first six months of any fiscal year. The total amount raised from the inception of the Campaign through December 31, 1998, was $205 million--a full three years ahead of the schedule for the original goal of $200 million.

The Committee heard a report on the success of the first six kickoff events of the Regional Campaigns. One was held in New York, one in Charlotte, and four in Florida. A schedule of the campaign events scheduled for April, May, and June had been distributed.

The progress of Special Projects was reviewed. Firm donor commitments had been received for the new Public Health building, and they were valued between $3.5 and $4.5 million. The campaign for the new Law School building was under way with a successful volunteer organization in place. Fundraising efforts for the Fitness/ Wellness Center would continue.

Principal gifts, those of $.5 million or more, were discussed. The efforts of Charlie Way to secure gifts from corporations and other key individuals were commended.

Solicitation of Leadership gifts, those valued between $100,000 and $500,000, were continuing.

The Committee received an overview of the 1998 endowment report of all colleges and universities according to the Chronicle of Higher Education. The highlight of the report was that the University of South Carolina's 50 percent increase in its endowment during a one year period was the largest increase of any university in the country.

Mr. Hubbard congratulated Mr. Phlegar, Dr. Palms, and the Development Office for the successful fundraising efforts.

III. Report of the Chairman

Mr. Hubbard said the Joint Boards Retreat, which was held in mid-February, was the most successful one to date. It was a team effort, and he thanked Dr. Palms, Dr. Odom, Dr. Pruitt, Dr. Greiner, Governor Hodges, and Inez Tenenbaum for their presentations. There had been presentations from six distinguished professors from Carolina, all of whom gave outstanding reports on their departments. Excellent reports were also given by student presenters. Mr. Hubbard said that overall it was an outstanding meeting.

Mr. Hubbard also thanked Susie VanHuss, Russ Meekins, Dick Rockafellow, and Sandy Bennett of the Foundations' Offices; Steve Adams and Bryan Jenkins for their audio-visual support; Pete Mackey and Lyles Glenn of the President's Office; Pam Bowman and Jane Sharar of Special Events for all of their hard work; Carol Medich and Ruth Jenkins for their work in organizing and executing the retreat; and Tammy Hyatt for maintaining the Board Office in Columbia so that everyone else could be at the retreat. Mr. Hubbard then thanked the Secretary of the Board, Thomas Stepp, who oversaw the planning for the retreat and did an outstanding job, and Chris Plyler for the presentations regarding the New River Campus. Mr. Hubbard thanked all those who attended the retreat. It provided an excellent sense of where the University was going and what it would take to reach AAU status.

IV. Report of the President

Dr. Palms thanked the Board for the actions taken at this meeting which repre-sented a great effort from the Committees. He especially acknowledged the work of the Buildings and Grounds Committee in overseeing the transformation of the campus.

Dr. Palms reported that it had been announced this week that the University was ranked 32nd in America in attracting National Merit Scholars. A copy of the ranking of the top 46 institutions in this category was distributed. The listing was published in the current edition of the Chronicle of Higher Education. There were 57 Freshman Merit Scholars at the time the information had to be reported; 61 were actually enrolled. Four years ago there were only four National Merit Scholars recruited. The University was in the top one percent of institutions of higher learning in American in this category; only 13 other public institutions were ranked above the University of South Carolina. The average SAT of the National Merit Scholars at USC was 1460, and 88 percent were in-state students. Dr. Palms said that these were the students who used to leave the state for their higher education. In addition, USC had 11 National Achievement Scholars--minority students--all from South Carolina, with an average SAT of 1396 which was 134 points higher than the previous year.

Dr. Palms commended Char Davis and Terry Davis from the Office of Enrollment Management and Admissions for their great work. He also commended Cynthia Lawson who handled recruiting for the South Carolina Honors College, and Michael Jinnette who handled recruiting for the scholarship program. Dr. Palms said Char Davis, Cynthia Lawson, and Michael Jinnette were present, and he invited them to stand and be recognized.

Dr. Palms announced the appointment of a new Dean for the College of Liberal Arts, Dr. Joan Hinde Stewart, who would take office in the summer of 1999. Dr. Stewart had a baccalaureate degree from St. Joseph's College in New York and a doctorate from Yale. Since 1973 Dr. Stewart had been a member of the faculty at North Carolina State University, a Research I institution. Dr. Palms said she had an excellent record in teaching and research, had authored numerous books and articles on 18th and 20th Century French Women Writers, and had strong administra-tive and leadership skills. She was the former head of the Department of Foreign Languages and Literature at NC State. Dr. Palms thanked the chairman of the search committee, Dr. Bruce Coull, and the members of that search committee. Dr. Gordon Smith was thanked for serving as interim dean for the College of Liberal Arts.

Dr. Palms said the retreat was a very successful event, and he thanked everyone for taking the time to participate.

Dr. Palms said the University was at a serious point in budget considerations with the Legislature. There was great concern about the Commission on Higher Education's (CHE) priority list. The Ways and Means Committee had asked the CHE to list capital needs in priority order. Without further consultation with USC, the CHE had submitted this priority list to the Ways and Means Committee. The list failed to recognize USC's goals and impact on the state. It also failed to make difficult decisions and continued trying to keep all parties trapped at the same level. This was not the road to success for the state, as proven by similar efforts in other states. Lastly, the list failed to recognize USC's partnership with the state whereby the cost of capital improvements was shared between the state and the University. Dr. Palms said the CHE's actions had raised questions about the University's participating within the CHE framework.

The University remained firm in terms of its specific legislative goals. The top priority was full funding of salary increases; increases were needed for faculty and staff. The University also sought to increase the state match on endowments; Florida, Tennessee, and Kentucky had massive programs of this type. Dr. Palms explained that in Florida if an institution received $600,000 to endow a chair, the state matched it with a $400,000 gift. USC had only requested the state to match the yield from new endowment; last year the state had allocated $800,000 toward that match for all institutions, and the University was lobbying to have that figure increased for the coming year.

Partnership with the state was important for many reasons. College graduates earn $1.63 for every $1 that high school students earn and twice as much over a lifetime. These earnings raise the quality of life, provide capital to build homes and communities, increase the tax base, and create businesses and industries. For every $1 invested in USC, USC generated $10 of economic impact. College success for citizens meant success for the entire state.

Dr. Palms displayed charts which showed the percentage of the state's budget devoted to higher education becoming progressively worse compared to the relative appropriations in the surrounding states. Over the past ten years, every state in the Southeast, except Virginia, had increased funding for higher education more than the state of South Carolina; Florida - 61 percent; North Carolina - 63 percent; Georgia - 83 percent; Mississippi - 85 percent; and South Carolina - 32 percent. Last year South Carolina increased funding 2.3 percent; North Carolina - 8.2 percent; Georgia - 7.2 percent; and Florida - 9.3 percent. In regard to specific peer institutions in the 1990s, direct state appropriations had increased as follows: University of Georgia - 56 percent; University of North Carolina at Chapel Hill - 37 percent; University of Florida - 32 percent; University of Mississippi - 47 percent; but for USC Columbia - 17 percent. Dr. Palms said that state funding should at least provide the starting point to allow this institution to remain competitive with our neighbors. The administration was working hard to educate the state's leaders about these realities and their willingness to listen was appreciated. The charts had been shared with the Ways and Means Committee.

Dr. Palms said the University faced a difficult situation in regard to the Palmetto Fellows. Last year USC attracted more Palmetto Fellows than any other institution in the state - approximately 197. This was very welcome support for outstanding students. South Carolina had five state scholarship programs: Palmetto Fellows, need-based grants, LIFE Scholarships, Star Scholarships, and tuition grants. Eighteen percent of South Carolina's college students attended private institutions, but they received forty-nine percent of state money dedicated to scholarships. In this respect, the private institutions were state-assisted as much as the public institutions. Public universities enrolled 82 percent of the students, and these students received only 51 percent of the funds--$76 million. Approximately $73 million was going to the private colleges. There was a strong lobbying effort under way to have even more of scholarship funding serve private colleges and universities. USC intended to make a case for a system that was fair, not one that was unfair to public university students.

The University was continuing its private fundraising initiatives. The Board heard earlier in this meeting of the great success of the Bicentennial Campaign thus far. Major donors were looking for a sign that there was a partnership with the state; major gifts would not continue unless there was evidence that this was the case.

Dr. Palms acknowledged the major contribution that Warren and Josephine Irvin recently made to the library. In 1997 they donated an outstanding collection of books and research materials related to Charles Darwin plus $25,000 to create an endowment to develop and maintain that collection. Earlier this month, they extended that generosity with a gift of $1 million. The University was grateful to them for their generous support of the library. In the area of student recruitment, Dr. Palms said that this was the time of year that Carolina Scholar candidates were on campus in addition to the candidates for the Honors College and the McNair Scholars. Faculty and Board members had been attending dinners held for the candidates and their parents. Dr. Palms commended Dennis Pruitt for the outstanding job he was doing with the candidates as they visited campus.

Dr. Palms said it was also time for faculty promotion and tenure, as well as recruitment of new faculty. In the past eight years, USC had hired 500 new faculty; 400 were still with the University. At USC Columbia 365 new faculty had been hired, and 283 were still on campus. That accounted for 27 percent of the entire tenure track faculty of 1,068 on the Columbia campus. A large majority of new faculty were coming from AAU institutions. In the Chemistry Department, which was ranked 13th or 18th (depending on how the research per faculty member was counted), all of its faculty except one were graduates of AAU institutions. The University was in a cycle of retiring faculty; this year approximately 40 members of the faculty would retire. Dr. Palms said this was a great opportunity to replenish the institution. Faculty continue to be elected as fellows in their respective professional societies.

In reviewing the non-Columbia campuses, Dr. Palms reported that in U.S. News and World Report USC Aiken was ranked as one of the top three public liberal arts colleges in the South. Enrollment at the Aiken campus had increased by 4.7 percent this year.

USC Spartanburg had secured an impressive speaker for Commencement in Mr. Eric Benhamou, the CEO of 3 COM Corporation. They would have a series of events in the area of information technology leading up to his visit. On May 15, 1999, USC Spartanburg would officially kick off the public phase of their campaign with a variety of events.

USC Beaufort was renovating the historic Beaufort College building to its original look in 1852. The campus recently hosted a site visit to the location of its New River campus for the attendees of the Joint Boards' retreat.

USC Lancaster was a great example of fundraising success. Construction on the new arts and sciences building was progressing rapidly. Fundraising for that building had exceeded $8 million, not including the state's appropriation of $2.7 million--an example of a great partnership. The next Board meeting would be held at the Lancaster campus on April 22. The J. Marion Sims Foundation had just announced a grant of $216,000 to modernize and provide new equipment for the Gregory Health and Wellness Center. This same Foundation earlier pledged $1.7 million to support construction of the arts and sciences building.

At USC Salkehatchie perimeter lighting was being installed along the south campus road thanks to cooperation among South Carolina Electric and Gas, Allendale County officials, and the campus.

At USC Sumter the campus implemented free bus service for all of its students anywhere in the community. The cooperation of Sumter's Regional Transit Authority was appreciated. Express bus service was also provided between the campus and Shaw Air Force Base.

USC Union celebrated Founder's Day on February 17. Recently the Dawkins House was donated to the campus; it sits between the campus's Main and Central buildings. The Dawkins House was briefly the home of state government during the burning of

Columbia in the War Between the States. The campus was seeking a planning grant to renovate the classic building for campus use.

Dr. Palms said he was filled with joy by the Executive Committee's approval of the appointment of Lyles Glenn as Vice President and Chief Operating Officer. He said Mr. Glenn was a talented administrator and had a tremendous mind, but Dr. Palms said he most admired Mr. Glenn's character, friendship, and trust.

Mr. Hubbard called for questions for the President. Dr. Floyd asked Dr. Palms about his comment regarding the University's participation in the CHE. Dr. Palms said that was in his area of responsibility, and he was continually frustrated with the way that the CHE viewed the interests of USC and the other two research institutions in the state. Dr. Palms said he was exploring, in his own mind, whether there was a better organizational way to promote the ambitions of South Carolina's three major research universities. The case for funding and priorities was not being transmitted to the powers who are making those decisions. Dr. Floyd said he concurred with the statements made by Dr. Palms.

Mr. Bahnmuller asked Dr. Palms if the University had advance notice that the CHE was to provide a priority list of capital needs to the Ways and Means Committee. Dr. Palms said the University received very short notice about this.

Mr. Mungo said he would like to see the University start to make tentative plans to create a richer faculty. Faculty enrichment and retention should receive a special effort immediately following the Bicentennial Campaign. At this time a goal of $50 million should be set to be used by the Provost and President for faculty enhancement.

Mr. Hubbard noted that the University of Florida was ranked number six in the number of National Merit Scholars. When the Board visited the University of Florida in the fall of 1998 it learned of several factors which resulted in that high ranking. The State of Florida appropriated funds for University scholars whereby the state would match fundraising for that purpose; i.e., if the University raised $600,000, the State of Florida would provide $400,000 to attract top scholars. Also, for every dollar raised by the University, the state would contribute two dollars. The University of South Carolina was far behind in reaping any such support from the state, and efforts needed to be made to stress to the General Assembly the importance of such support.

V. Recognition of Student Body President: Mr. Hubbard invited President Palms, Secretary Stepp, and Ms. Kimberly Dickerson to come forward. Mr. Stepp read the following resolution:

UNIVERSITY OF SOUTH CAROLINA

Presented to

Kimberly Anne Dickerson

in appreciation

for distinguished service rendered

in the cause of higher education

in South Carolina

and to the University of South Carolina

as the student representative to the Board of Trustees

from March 1998 to February 1999

Presented this 25th day of February 1999

Mr. Hubbard made the following comments:

It is often said that the test of true leadership is how one responds under adversity. Kim this year has suffered through a very serious illness, but it has not detracted one bit from the excellent job that she did in representing the students of the University of South Carolina - in serving them, not only in the Student Government and its activities, but on this Board of Trustees as well. That to me is a true testament to your leadership and the kind of person you will be as you progress from this position into an even greater leadership position in the State of South Carolina.

I also want to commend Charlie and Sissy Dickerson who are here with us today. I know it was a team effort, and it was a family effort for you to have the kind of success that we enjoyed.

Mr. Hubbard invited Mr. and Mrs. Dickerson to stand and receive the thanks of the Board of Trustees. Ms. Dickerson was invited to present closing remarks, and she made the following comments:

I just want to thank each and every one of you for the support that you have showed me in serving on this Board of Trustees. As most of you know, it definitely has not been an easy year for me, but I ap-preciate everything you have done to make my life as normal as possible. My position as President of the student body at the University of South Carolina has truly been the motivation that has kept me going through the tough times.

USC is one of the most exciting places to be right now. I challenge each of you to continue to move this University to the next level. Although it is important to look into the future, we all must remember to focus on the present. We must stay aware of the issues such as safety, parking, and academic advisement. USC is a living and learning environment which educates the whole person, and I definitely can give testimony to that.

This past year I believe Student Government has developed a very strong foundation on which to build, and I ask each of you to use the representative as your voice for the students. I believe everyone is eager to take USC to the highest level, but only through working together--the faculty, staff, Board of Trustees, and most importantly, students, can we take this and achieve our goal. Always remember that if it weren't for the students, this University wouldn't be here, that it is an incredible resource and we need to utilize it. You can tell I'm a student!

Once again I want to thank you for everything you've done for me. It has been an honor, truly an honor, to serve on a board with such distinguished people in our community. I ask each of you to stay true to your commitment to Carolina and continue making the great strides which are leading us to the top.

There being no further matters of business to come before the Board, Mr. Hubbard adjourned the meeting out of affection for and condolences to Mrs. Carol Medich and her family at this, the time of the death of her Mother. The meeting was adjourned at 4:45 p.m.

Respectfully submitted,

Thomas L. Stepp

Exhibit A

______________________________________________________________________________

____________________________________________________________________________________________________________________________________________________________

Approved in final form by Board of Trustees on

February 25, 1999

ARTICLE I

Section 1.01. Findings.

As an incident to the adoption of this Resolution (the "Series 1999A Resolution") and the issuance of the revenue bonds provided for herein, the Board of Trustees of the University of South Carolina (the "Board of Trustees"), the governing body of the University of South Carolina (the "University"), a body politic and corporate of the State of South Carolina (the "State") find, as a fact, that each of the statements hereinafter set forth in this Article I is in all respects true and correct.

(A) The Board of Trustees has made general provision for the issuance of University of South Carolina Revenue Bonds (the "Bonds") through the means of a resolution adopted on June 21, 1996, entitled "AN AMENDATORY AND RESTATED RESOLU-TION PROVIDING FOR THE ISSUANCE AND SALE OF THE UNIVERSITY OF SOUTH CAROLINA REVENUE BONDS AND OTHER MATTERS RELATING THERETO" (the "Bond Resolution").

(B) It is provided in and by the Bond Resolution that, upon adoption of a Series Resolution (as defined in the Bond Resolution), there may be issued one or more series of Bonds for the purpose of financing or refinancing in whole or in part the cost of acquiring, constructing, reconstructing, renovating and improving of land, buildings and other improvements to real property and equipment for the purpose of providing facilities serving the needs of the University (the "Facilities," as more particularly defined in the Bond Resolution).

(C) The Board of Trustees has determined the need to provide additional student and faculty housing facilities on the Aiken campus of the University to accommodate current and projected student housing needs of the University, and in furtherance thereof presently contemplates the purchase of an existing apartment complex known as Pacer Downs Apartments owned by Pacer Downs Associates LP and located on an approxi-mately 8.5 acre tract of land owned by the Aiken County Commission for Higher Education, and the conversion of that complex into approximately 75,000 square feet of student apartments, including office/laundry building, swimming pool, and other related amenities which will house approximately 368 students on the Aiken campus of the University in Aiken, South Carolina (the "Project"). The University will acquire a leasehold interest from Pacer Downs Associates LP, with a remaining term of approxi-mately 39 years, in the site upon which the Project is located. The Project will constitute a part of the Facilities of the University. In order to finance such Project, it is anticipated that debt in the amount of not exceeding $5,000,000 must be incurred, which sum, together with the earnings received from the investment thereof pending the use of such moneys and other funds available to the University, will pro-duce sufficient funds to defray the costs of acquisition, renovation, and equipping of the Project.

(D) Accordingly, the Board of Trustees has determined to issue not exceeding $5,000,000 aggregate principal amount of University of South Carolina Revenue Bonds, Series 1999A (the "Series 1999A Bonds"), to be applied with other funds available to the University to defray costs of acquiring, renovating, and equipping the Project, to pay the capitalized interest on the Series 1999A Bonds, if any, and to pay the cost of issuance of the Series 1999A Bonds.

(E) The University is authorized under the Enabling Act (as such term is defined in the Bond Resolution), to borrow such sums as are necessary to acquire, construct, and equip the Project.

ARTICLE II

Section 2.01. Definitions.

(A) All terms which are defined in Article II of the Bond Resolution shall have the same meanings, respectively, in this Series 1999A Resolution as such terms are given in the Bond Resolution.

(B) In addition, as used in this Series 1999A Resolution, unless the context shall otherwise require, the following terms shall have the following respective meanings:

"Bond Insurer" shall mean the issuer, if any, of a Municipal Bond Insurance Policy.

"Bond Payment Date" shall mean each date, as determined pursuant to Section 3.04 hereof, on which interest on any Series 1999A Bonds shall be payable or on which both a principal installment and interest on the Series 1999A Bonds shall be payable.

"Bond Resolution" shall mean the resolution adopted by the Board of Trustees on June 21, 1996, as supplemented or amended by the Series 1996 Resolution, the Series 1997 Resolution, this Series 1999A Resolution, and any other Series Resolution or Amendatory Bond Resolution hereafter adopted.

"Continuing Disclosure Undertaking" shall mean that certain Disclosure Certifi-cate substantially in the form attached hereto as Exhibit B, as originally executed and as it may be amended from time to time in accordance with the terms thereof.

"Corporate Trust Office," when used with respect to the Paying Agent and the Registrar, shall mean the office at which the principal corporate trust business of such party shall be administered and to the extent the State Treasurer shall act as Paying Agent and Registrar, "Corporate Trust Office" shall mean the office of the State Treasurer.

"Dated Date" shall mean the date from which the Series 1999A Bonds bear interest, as determined pursuant to Section 3.04 hereof.

"Depository" shall mean The Depository Trust Company, New York, New York, or other recognized securities depository selected by the University, which securities depository maintains a bookentry system with respect to the Series 1999A Bonds, and shall include any substitute for or successor to the securities depository initially acting as Depository.

"Municipal Bond Insurance Policy" shall mean the municipal bond insurance policy, if any, issued by a Bond Insurer, insuring the payment when due of the principal of and interest on the Series 1999A Bonds as provided therein.

"Official Notice of Sale" shall be the offer for sale of the Series 1999A Bonds containing the terms and conditions for the sale and award thereof, as established by the Chief Financial Officer and the State Treasurer.

"Official Statement" shall mean the Official Statement of the University to be prepared and distributed in connection with the sale and delivery of the Series 1999A Bonds in such form as approved by the Chief Financial Officer and as more particularly described in Section 7.02 hereof.

"Participants" shall mean those brokerdealers, banks and other financial institutions for which the Depository holds Series 1999A Bonds as depository.

"Preliminary Official Statement" shall mean the Preliminary Official Statement of the University to be prepared and distributed in connection with the sale and delivery of the Series 1999A Bonds, in such form as approved by the Chief Financial Officer and as more particularly described in Section 7.02 hereof.

"Project" shall have the meaning ascribed thereto in Section 1.01(C) hereof.

"Record Date" shall mean the 15th day of the month preceding each Bond Payment Date.

"Securities Depository Nominee" shall mean, as to any Depository, such Depository or the nominee of such Depository in whose name there shall be registered on the registration books maintained by the Registrar the Series 1999A Bonds to be delivered to and immobilized at such Depository during the continuation with such Depository of participation in its bookentry system. The initial Securities Depository Nominee shall be Cede & Co.

"Series 1996 Resolution" shall mean the Series Resolution adopted by the Board of Trustees on June 21, 1996, amending the Bond Resolution.

"Series 1997 Resolution" shall mean the Series Resolution adopted by the Board of Trustees on April 17, 1997, amending the Bond Resolution.

"Series 1999A Bonds" shall mean the Bonds of the University designated as "University of South Carolina Revenue Bonds, Series 1999A," authorized and issued pursuant to the Bond Resolution and this Series 1999A Resolution.

"Series 1999A Construction Fund" shall mean the Series 1999A Construction Fund established pursuant to Section 5.01 hereof.

"Series 1999A Debt Service Fund" shall mean the fund created pursuant to Section 6.02 hereof.

"Series 1999A Debt Service Reserve Fund" shall mean the Debt Service Reserve Fund for the Series 1999A Bonds created under Section 6.03 hereof.

"Series 1999A Reserve Requirement" shall mean the least of (a) the greatest remaining Annual Principal and Interest Requirement for the thencurrent and each future Fiscal Year with respect to the Series 1999A Bonds or (b) 10% of the proceeds from the sale of the Series 1999A Bonds at the time of issuance of the Series 1999A Bonds or (c) one hundred twentyfive percent (125%) of the average Annual Principal and Interest Requirements for the thencurrent and each future Fiscal Year with respect to the Series 1999A Bonds Outstanding or (d) the maximum amount permitted by the Code to be funded with sales proceeds of an issue and to be invested without restriction, other than the obligation, if any, to pay arbitrage rebate to the United States Government. Provided, however, that if for any Fiscal Year the sum of the Reserve Requirements as established by the respective Series Resolutions for all Series of Bonds Outstanding that have Reserve Requirements exceeds the maximum Combined Annual Principal and Interest Requirement for such Series of Bonds then Outstanding (and excluding any Series of Bonds that does not have a Reserve Requirement), then the Series 1999A Reserve Requirement may, at the option of the University, be reduced to the Series 1999A Bonds' proportionate amount of the maximum Combined Annual Principal and Interest Requirement for all such Series of Bonds then Outstanding. For purposes of this defin-ition, a Series 1999A Bonds' "proportionate amount" shall be a fraction (i) the numer-ator of which is the Annual Principal and Interest Requirement for the Series 1999A Bonds in such Fiscal Year and (ii) the denominator of which is the Combined Annual Principal and Interest Requirement on all such Series of Bonds in such Fiscal Year.

"Series 1999A Resolution" shall mean this Series 1999A Resolution and any supplements or amendments hereto.

"Sinking Fund Date" has the meaning given that term in Section 3.06 hereof.

Section 2.02. Authority for this Series 1999A Resolution.

This Series 1999A Resolution is adopted pursuant to the provisions of the Enabling Act and the Bond Resolution.

ARTICLE III

Section 3.01. Principal Amount and Designation of Series.

Pursuant to the provisions of the Bond Resolution, a Series of Bonds of the University entitled to the benefits, protection, and security of the provisions thereof is hereby authorized in the aggregate principal amount not exceeding $5,000,000. The Series 1999A Bonds shall be designated "University of South Carolina Revenue Bonds, Series 1999A."

Section 3.02. Purposes.

The Series 1999A Bonds, together with other funds available to the University, are authorized for the purposes of:

(A) defraying a portion of the costs of acquiring, renovating, and equipping the Project, including capitalized interest on the Series 1999A Bonds, if any;

(B) paying certain costs and expenses related to the issuance of the Series 1999A Bonds;

(C) providing for the Series 1999A Reserve Requirement, if any; and

(D) providing for credit enhancement with respect to the Series 1999A Bonds, if any.

Section 3.03. Direction to Chief Financial Officer and State Treasurer.

The Chief Financial Officer and the State Treasurer are hereby authorized to effect the issuance of the Series 1999A Bonds upon the terms and conditions set forth herein in an amount necessary to meet the purposes set forth in Section 3.02 hereof, not in excess of $5,000,000.

Section 3.04. Maturity Schedule: Interest Payment Dates.

The Series 1999A Bonds shall mature in the principal amounts and on the dates and the years as shall be determined by the Chief Financial Officer and the State Treasurer; provided that the final maturity of the Series 1999A Bonds shall occur no later than July 1, 2018. The Series 1999A Bonds shall bear interest at rates determined in the manner prescribed by Section 3.08 and Article VII hereof on the basis of a 360day year of twelve 30day months. The Series 1999A Bonds shall be dated either (i) as of the first day of the month in which the same are offered for sale or (ii) the first day of the month in which the Series 1999A Bonds are delivered, as determined by the Chief Financial Officer (the "Dated Date"). Interest on the Series 1999A Bonds shall be payable on such days as shall be determined by the Chief Financial Officer.

Section 3.05. Optional Redemption.

(A) The Chief Financial Officer, in his discretion, shall determine whether the Series 1999A Bonds shall be subject to redemption prior to maturity at the option of the University, including applicable redemption dates and prices.

(B) In the event that the University shall from time to time, in accordance with the provisions of Section 3.05 (A) hereof, elect to redeem Series 1999A Bonds, it shall give notice to the Registrar and Paying Agent of each optional redemption. Such notice shall specify the date fixed for redemption and the amount and maturities of the Series 1999A Bonds which are to be redeemed.

Section 3.06. Mandatory Sinking Fund Redemption.

(A) Certain of the Series 1999A Bonds, as determined by the successful bidder therefor in accordance with conditions established prior to the sale of the Series 1999A Bonds by the Chief Financial Officer and the State Treasurer, or as determined in accordance with conditions established by them prior to such sale, may be subject to mandatory redemption on such dates (hereinafter, the "Sinking Fund Dates") and under the terms and conditions determined by the Chief Financial Officer and the State Treasurer, through the operation of sinking fund provisions, at the principal amount thereof, plus interest thereon to the redemption date.

(B) If a portion of the Series 1999A Bonds is subject to mandatory sinking fund redemption as provided in Paragraph (A) above, there shall be deposited with the Paying Agent on or before each Sinking Fund Date an amount sufficient to redeem or to pay (after credit as provided below) those principal amounts of Series 1999A Bonds so designated for mandatory redemption on the applicable Sinking Fund Date.

(C) The University, at its option, to be exercised prior to the fortyfifth (45th) day immediately preceding any Sinking Fund Date, may:

(1) cause to be paid to the Paying Agent as a prepayment of sums then to become due, such amount of funds as the University may determine, with written instructions to the Paying Agent, signed in the name of the University, to be applied prior to said fortyfifth (45th) day to the purchase of Series 1999A Bonds which are subject to mandatory redemption, or

(2) deliver any principal amount of Series 1999A Bonds which are subject to mandatory redemption to the Registrar for cancellation, and shall receive a credit in respect of its next ensuing sinking fund payment for any such Series 1999A Bond; which prior to said Sinking Fund Date have been purchased or redeemed by the University (otherwise than through the operation of the sinking fund) and cancelled by the Registrar and not theretofore applied as a credit against any sinking fund payment.

(D) Upon receipt of the funds and instructions specified in paragraph (C)(1) above, the Paying Agent shall use all reasonable efforts to expend such funds in the purchase of such Series 1999A Bonds, at a price not exceeding the principal amount thereof plus interest accrued to such Sinking Fund Date. Any such funds not so expend-ed by the Paying Agent shall be applied to the payment of the Series 1999A Bonds maturing on such Sinking Fund Date or thereafter. The Series 1999A Bonds so purchased or presented for cancellation as provided above shall be cancelled by the Registrar as provided in Section 4.14 of the Bond Resolution and shall be credited, at their principal amount, until the full amount thereof has been so credited against the next ensuing and future sinking fund payments in chronological order to the extent otherwise payable by the University.

Section 3.07. Partial Redemption.

If less than all of the Series 1999A Bonds are to be redeemed pursuant to any section of this Series 1999A Resolution, the particular Series 1999A Bonds or portions of Series 1999A Bonds to be redeemed shall be selected not less than fortyfive (45) days prior to the date fixed for redemption in the manner determined prior to the sale of the Bonds by the Chief Financial Officer.

Section 3.08. Conditions Relating to Naming Interest Rates.

(A) The Series 1999A Bonds shall bear such rate or rates of interest as shall at the sale of such Series 1999A Bonds referred to in Section 7.01 hereof reflect the lowest interest cost to the University calculated in the manner hereinafter prescribed; provided, however, that:

(1) all Series 1999A Bonds of the same maturity shall bear the same rate of interest;

(2) each interest rate named shall be a multiple of 1/20th or 1/8th of one percentage point;

(3) no interest rate named shall be more than two (2) percentage points higher than the lowest interest rate named; and

(4) all other restrictions as may be imposed by the State Treasurer and the Chief Financial Officer prior to the sale of the Bonds shall apply.

(B) The method of determining the lowest interest cost (whether true or net) on the Series 1999A Bonds will be established by the State Treasurer and the Chief Financial Officer prior to the sale thereof.

Section 3.09. Series 1999A Reserve Requirement.

If so determined by the Chief Financial Officer in his discretion prior to the sale of the Series 1999A Bonds, the Series 1999A Reserve Requirement shall be in effect with respect to the Series 1999A Bonds. In such event, the Series 1999A Debt Service Reserve Fund shall be established by the Trustee; and the Series 1999A Reserve Requirement therefor shall be satisfied by the deposit therein of available funds of the University that are not proceeds of the Series 1999A Bonds, by the deposit therein of proceeds of the Series 1999A Bonds to the extent available, or by the deposit therein of a reserve fund substitute as permitted by Section 7.05(D) of the Bond Resolution and by Section 6.03 hereof, such reserve fund substitute having been purchased with available funds of the University that are not proceeds of the Series 1999A Bonds or with proceeds of the Series 1999A Bonds to the extent available.

Section 3.10. Authentication; Payment of Interest.

(A) Each of the Series 1999A Bonds shall be authenticated on such date as it shall be delivered and shall bear interest from the Dated Date, if no interest has yet been paid; otherwise from the last Bond Payment Date to which interest has been paid and which Bond Payment Date is on or prior to the authentication date thereof.

(B) The interest on all Series 1999A Bonds shall be paid by check or draft mailed from the office of the Paying Agent to the person in whose name the Series 1999A Bond is registered at the close of business on the applicable Record Date. Any Holder of $1,000,000 or more in principal amount of Series 1999A Bonds shall be entitled by written request to the Paying Agent (which notice shall be valid for all future payments until rescinded) to direct that any payments of interest on such Series 1999A Bonds be transmitted to such Holder by wire transfer. Such request shall provide the Paying Agent with specific direction as to the manner of making such payment.

Section 3.11. Denomination; Numbering.

The Series 1999A Bonds shall be issued in the denomination of $5,000 or any integral multiple thereof. Each Series 1999A Bond shall be numbered by the Registrar in such a fashion as to reflect the fact that it is one of the Series 1999A Bonds, and to identify the Holder thereof on the books kept by the Registrar.

Section 3.12. Maintenance of Paying Agent and Registrar.

As long as any Series 1999A Bonds remain Outstanding, the University shall maintain a Paying Agent and a Registrar therefor, and any successor or substitute Paying Agent and Registrar shall be selected in accordance with Article XV of the Bond Resolution. The Bonds shall be presented for payment, and notices and demands to or upon the Trustee, and the University in respect of the Series 1999A Bonds may be served, at the Corporate Trust Office of the Paying Agent. The Series 1999A Bonds shall be presented for registration of transfers and exchanges in accordance with the provisions of the Bond Resolution at the Corporate Trust Office of the Registrar.

Section 3.13. Form of Bonds.

The Series 1999A Bonds shall be substantially in the form attached hereto as Ex-hibit A, with such changes, modifications, or amendments from the form attached hereto as Exhibit A as the person executing the Series 1999A Bonds in accordance with the Bond Resolution shall approve, his execution and delivery of such Series 1999A Bonds being conclusive evidence of his approval to such changes, modifications, and amendments.

Section 3.14. BookEntry System.

Unless otherwise determined by the Chief Financial Officer and the State Treasurer prior to the publication of the Notice of Official Sale, the Series 1999A Bonds will be eligible securities for the purposes of the BookEntry System of transfer maintained by The Depository Trust Company, New York, New York (the "Depository"), and transfers of beneficial ownership of the Series 1999A Bonds shall be made only through the Depository and its Participants in accordance with rules specified by the Depository. Such beneficial ownership must be of a $5,000 principal amount of the Series 1999A Bonds of the same maturity or any integral multiple of $5,000, with each increment of $5,000 being separately of a single maturity.

The Series 1999A Bonds shall be issued in fully registered form, one certificate for each of the maturities of the Series 1999A Bonds, in the name of Cede & Co., as Securities Depository Nominee. When any principal of, premium, if any, or interest on the Series 1999A Bonds becomes due, the Trustee shall cause the Paying Agent to trans-mit to the Depository an amount equal to such installment of principal, premium, if any, and interest. Such payments will be made to the Securities Depository Nominee as long as it is owner of record on the applicable Record Date. The Securities Depository Nominee shall be considered to be the owner of the Series 1999A Bonds so registered for all purposes of this Series 1999A Resolution, including, without limitation, payments as aforesaid and receipt of notices and exercise of rights of Series 1999A Bond owners.

The Trustee shall notify the Depository of any notice of redemption required to be given pursuant to this Series 1999A Resolution not less than thirty (30) nor more than sixty (60) days prior to the date fixed for redemption.

The Depository is expected to maintain records of the positions of Participants in the Series 1999A Bonds, and the Participants and persons acting through Participants are expected to maintain records of the beneficial owners in the Series 1999A Bonds. The University makes no assurances that the Depository and its Participants will act in accordance with such rules or expectations on a timely basis, and the University shall have no responsibility for any such maintenance of records of transfer or payments by the Depository to its Participants, or by the Participants or persons acting through Participants to the beneficial owners.

If (a) the Depository determines not to continue to act as Depository for the Series 1999A Bonds, or (b) the University has advised the Depository of the University's determination that the Depository is incapable of discharging its duties, the University shall attempt to retain another qualified securities depository to replace the Depository. Upon receipt by the University of the Series 1999A Bonds together with an assignment duly executed by the Depository, the University shall execute and deliver to the successor depository, Series 1999A Bonds of the same principal amount, interest rate and maturity.

If the University is unable to retain a qualified successor to the Depository or the University has determined that it is in the best interest of the University not to continue the BookEntry System of transfer or that the interest of the beneficial owners of the Series 1999A Bonds might be adversely affected if the BookEntry System of transfer is continued (the University undertakes no obligation to make any investi-gation to determine the occurrence of any events that would permit it to make any such determination), and has made provision to so notify beneficial owners of the Series 1999A Bonds by mailing an appropriate notice to the Depository, upon receipt by the University of the Series 1999A Bonds together with an assignment duly executed by the Depository, the University shall execute, and cause to be authenticated and delivered pursuant to the instructions of the Depository, Series 1999A Bonds in fullyregistered form, in substantially the form set forth in this Series 1999A Resolution, and in denominations of $5,000 or any integral multiple thereof.

Section 3.15. Designation of Source or Sources of Revenues for Repayment of Bonds.

The Board of Trustees of the University hereby designates Net Revenues and Additional Funds as the sources of revenues designated for the repayment of the Series 1999A Bonds in accordance with Section 59147110 of the Enabling Act.

ARTICLE IV

Section 4.01. Execution.

The Series 1999A Bonds shall be executed and authenticated in accordance with the applicable provisions of the Bond Resolution.

Section 4.02. No Recourse.

All covenants, stipulations, promises, agreements, and obligations of the University contained in the Bond Resolution or in this Series 1999A Resolution shall be deemed to be the covenants, stipulations, promises, agreements, and obligations of the University and not those of any officer or employee of the University in his individual capacity, and no recourse shall be had for the payment of the principal or redemption price of or interest on the Series 1999A Bonds or for any claim based thereon or on the Bond Resolution or in this Series 1999A Resolution, either jointly or severally, against any officer or employee of the University or any person executing the Series 1999A Bonds.

ARTICLE V

Section 5.01. Establishment of Series 1999A Construction Fund; Investments.

(A) There is hereby established a Series 1999A Construction Fund which shall be maintained by the Trustee for the benefit of the University. The net proceeds of the Series 1999A Bonds, including proceeds to be used to pay costs of issuance of the Series 1999A Bonds, but excluding those amounts set forth in Subsections 6.01(A)(1), (A)(2), (A)(3), and (A)(4) hereof, shall be deposited in the Series 1999A Construction Fund. All earnings on moneys in the Series 1999A Construction Fund shall accrue to the benefit of the Series 1999A Construction Fund. The Trustee may provide from time to time for the investment of moneys in the Series 1999A Construction Fund in Authorized Investments having suitable maturities consonant with the need for application of the moneys in the Series 1999A Construction Fund; provided, however, that as long as the State Treasurer shall serve as Trustee, the State Treasurer shall have the discretion, with due regard for the rebate compliance provisions set forth in Section 8.05 hereof, to invest moneys in the Series 1999A Construction Fund in Authorized Investments having suitable maturities consonant with the need for the application of such moneys.

(B) Upon completion of acquisition, renovation, and equipping of the Project, and the expenditure of all sums necessary therefor, any moneys remaining in the Series 1999A Construction Fund at such time shall, at the discretion of the Chief Financial Officer, be used to acquire, construct, renovate, repair, equip, or improve additional Facilities as may be approved by the Board of Trustees, or be used to fund any amounts required to be paid into the Rebate Fund described in Section 8.05 hereof, or be used to pay interest or principal on the Series 1999A Bonds.

ARTICLE VI

Section 6.01. Disposition of Proceeds of Series 1999A Bonds.

(A) Upon the delivery of the Series 1999A Bonds, the net proceeds received by the Trustee for the benefit of the University shall be applied as follows:

(1) any premium shall be deposited in the 1999A Debt Service Fund and applied to the payment of the first installment of principal to become due on the Series 1999A Bonds;

(2) in the event such sums are required and borrowed (as provided in Section 3.09 hereof), so much as shall be required to fully fund the Series 1999A Debt Service Reserve Fund shall be deposited therein;

(3) into the Capitalized Interest Account of the Debt Service Fund, amounts, if any, to pay capitalized interest on the Series 1999A Bonds;

(4) any accrued interest shall be deposited in the 1999A Debt Service Fund and applied to the first interest payment to become due on the Series 1999A Bonds; and

(5) the remaining net proceeds of the sale of the Series 1999A Bonds, including sums to be used to pay costs of issuance of the Series 1999A Bonds as shall be deemed necessary by the Chief Financial Officer, shall be deposited in the Series 1999A Construction Fund to be applied to the payment of costs of issuance of the Series 1999A Bonds and costs of acquisition, renovation, and equipping of the Project.

(B) Neither the purchaser of the Series 1999A Bonds nor any Holder of the Series 1999A Bonds shall be liable for the proper application of the proceeds of the Series 1999A Bonds.

Section 6.02. Establishment and Funding of 1999A Debt Service Fund.

The Board of Trustees hereby establish, pursuant to Section 7.04 of the Bond Re-solution, the 1999A Debt Service Fund for the purposes set forth in said Section 7.04.

Section 6.03. Establishment and Funding of 1999A Debt Service Reserve Fund.

If determined necessary by the Chief Financial Officer as set forth in Section 3.09 hereof, the Board of Trustees shall establish prior to the sale of the Series 1999A Bonds, pursuant to Section 7.05 of the Bond Resolution, a Debt Service Reserve Fund, to be funded in the amount of the 1999A Reserve Requirement. The following pro-visions of this Section 6.03 shall govern in the event any mechanism contemplated by Section 7.05(D) of the Bond Resolution is used to fund the Series 1999A Debt Service Reserve Fund, either in whole or in part. In the event the Series 1999A Debt Service Reserve Fund is funded with both moneys and a surety bond, insurance policy, or letter of credit, any withdrawals from such Series 1999A Debt Service Reserve Fund pursuant to the provisions of this Series 1999A Resolution shall be made first from such moneys (or the liquidation of investments made therewith) and second from such surety bond, insurance policy, or letter of credit. The surety bond, insurance policy, or letter of credit shall be payable (upon the giving of notice as required thereunder) on any Bond Payment Date on which moneys will be required to be withdrawn from such Series 1999A Debt Service Reserve Fund and applied to the payment of the principal of or interest on the Series 1999A Bonds and such payments cannot be made by amounts credited to the Series 1999A Debt Service Fund. The insurer providing such surety bond or insurance policy shall be an insurer whose insurance policies or guaranties insuring the payment of the principal of and interest on municipal bond issues results in such issues being rated in the highest rating category by S & P or Moody's or Fitch or their respective successors. The letter of credit issuer shall be a bank or trust company, acceptable to the Bond Insurer, if any, and which is rated not lower than the second highest rating category by S & P or Moody's or Fitch or their successors, and the letter of credit itself shall be rated in the highest category of either such rating agency. The insurance policy or surety bond must extend for the life of the Series 1999A Bonds and must be unconditional and irrevocable. If a disbursement is made pursuant to a surety bond, an insurance policy, or a letter of credit provided pursuant to this paragraph, the University shall be obligated either (a) to reinstate the maximum limits of such surety bond, insurance policy, or letter of credit, or (b) to deposit into the Series 1999A Debt Service Reserve Fund cash in the amount of the disbursement made under such surety bond, insurance policy, or letter of credit, or a combination of such alternatives, as shall provide that the amount credited equals the Series 1999A Reserve Requirement within a time period not longer than one (1) year. If a letter of credit is provided under the provisions of this paragraph, then within sixty (60) days of the expiration date of any said letter of credit, (1) the University shall, after giving written notice to the Trustee, obtain another letter of credit; or (2) the Trustee shall, at the written direction of the University, draw upon the letter of credit in order to fund the Series 1999A Debt Service Reserve Fund with cash; or (3) the University shall, after giving written notice to the Trustee, fully fund the Series 1999A Debt Service Reserve Fund with cash. The Trustee shall receive such opinions, including legal opinions, certificates, and other documentation, as the Trustee shall request, prior to receipt of such surety bond, letter of credit, or insurance policy by the Trustee. If the issuer of a surety bond, insurance policy, or letter of credit on deposit in the Series 1999A Debt Service Reserve Fund shall cease to have a rating described in this paragraph, the University shall either (a) replace such surety bond, insurance policy, or a letter of credit with one issued by an issuer having a rating so described within ninety (90) days and shall pay, or commit to pay, any increased fees, expenses, or interest in connection with such replacement or (b) shall deposit Gross Revenues, in the priority established by Article VIII of the Bond Resolution, in the Series 1999A Debt Service Reserve Fund in two (2) equal semiannual payments that will, at the end of one (1) year, equal the Series 1999A Reserve Requirement. In the event the Series 1999A Debt Service Reserve Fund is funded with both moneys and a surety bond, insurance policy, or letter of credit as the latter are contemplated here and by Section 7.05(D) of the Bond Resolution, any available revenues to replenish the Series 1999A Debt Service Reserve Fund shall be used, first, to reimburse the provider of such surety bond, insurance policy, or letter of credit for any amounts advanced, and, second, to replenish said moneys.

ARTICLE VII

Section 7.01. Manner of Sale.

The Series 1999A Bonds shall be sold in the manner and at the price prescribed by the State Treasurer and the Chief Financial Officer, all as may be permitted under the Enabling Act. In this connection, the Series 1999A Bonds may be offered at public sale, or pursuant to such other procedure for requesting bids as the State Treasurer and the Chief Financial Officer shall determine. In the event the Series 1999A Bonds shall be sold at public sale, bids for such sale shall be received until a time and on a date to be selected by the State Treasurer and the Chief Financial Officer.

Section 7.02. Distribution of Official Statement.

In the event a public sale of the Series 1999A Bonds is conducted or if the terms of any other form of sale authorized hereunder shall require, the Chief Financial Officer is hereby authorized to cause to be prepared a Preliminary Official Statement with respect to the offering and sale of the Series 1999A Bonds and, subsequent to the sale of the Series 1999A Bonds, a final Official Statement. The Chief Financial Officer is hereby authorized to deem final any Preliminary Official Statement pursuant to Securities and Exchange Commission Rule 15c212.

Section 7.03. Award of the Bonds.

The Chief Financial Officer and the State Treasurer are hereby authorized and empowered to award the sale of the Series 1999A Bonds to the bidder naming the lowest cost in accordance with the provisions of this Article and Section 3.08 hereof.

ARTICLE VIII

Section 8.01. Severability.

If any one or more of the covenants or agreements provided in this Series 1999A Resolution on the part of the University, the Trustee, the Paying Agent, or the Registrar to be performed should be contrary to law, then such covenant or covenants or agreement or agreements shall be deemed severable from the remaining covenants and agreements, and shall in no way affect the validity of the other provisions of this Series 1999A Resolution.

Section 8.02. Table of Contents and Section Headings Not Controlling.

The Table of Contents and the Headings of the several Articles and Sections of this Series 1999A Resolution have been prepared for convenience of reference only and shall not control, affect the meaning of, or be taken as an interpretation of any provision of this Series 1999A Resolution.

Section 8.03. Repealing Clauses.

All resolutions, or parts thereof, inconsistent herewith, are hereby rescinded and repealed to the extent of such inconsistencies, except to the extent the provisions of the resolutions constitute official intent for purposes of '1.1502 of the regulations promulgated under the Code.

Section 8.04. Compliance with the Code Generally.

The Board of Trustees hereby represent and covenant that they will comply with all requirements of the Code, and that they will not take any action which will, or fail to take any action (including, without limitation, filing the required information report with the Internal Revenue Service) which failure will, cause interest on the Series 1999A Bonds to become includable in the gross income of the Holder thereof for federal income tax purposes pursuant to the provisions of the Code. Without limiting the generality of the foregoing, the Board of Trustees represent and covenant that:

(A) All property provided by the net proceeds of the Series 1999A Bonds will be owned by the University in accordance with the rules governing the ownership of property for federal income tax purposes.

(B) The Board of Trustees shall not permit the proceeds of the Series 1999A Bonds or any Facilities financed with the proceeds of the Series 1999A Bonds to be used in any manner that would result in (a) ten percent (10%) or more of such proceeds being considered as having been used directly or indirectly in any trade or business carried on by any natural person or in any activity carried on by a person other than a natural person other than a governmental unit as provided in Section 141(b) of the Code, or (b) five percent (5%) or more of such proceeds being considered as having been used directly or indirectly to make or finance loans to any person other than a governmental unit as provided in Section 141(c) of the Code.

(C) The University is neither a party to nor will it enter into any contracts with any person for the use or management of any facility provided with the proceeds of the Series 1999A Bonds that do not conform to the guidelines set forth in Revenue Procedures 9713 or 9714 of the Internal Revenue Service.

(D) The University will not sell or lease the Project or any leasehold interest in the Project site, or any property the acquisition of which was funded in whole or in part, with proceeds from the sale of the Series 1999A Bonds to any person unless it obtains the opinion of nationally recognized bond counsel that such lease or sale will not affect the tax exemption of the Series 1999A Bonds.

(E) The Series 1999A Bonds will not be federally guaranteed within the meaning of Section 149(b) of the Code. The University shall not enter into any leases or sales or service contracts with any federal government agency and will not enter into any such leases or contracts unless it obtains the opinion of nationally recognized bond counsel that such action will not affect the tax exemption of the Series 1999A Bonds.

Section 8.05. Rebate.

(A) In addition to the covenants contained in Section 8.04 hereof, the Board of Trustees covenant that they will comply with the provisions of Section 148(f) of the Code pertaining to the rebate of certain investment earnings on the proceeds of the Series 1999A Bonds to the United States Government. In this connection, the Board of Directors covenant to compute, on or before the dates required of them in Section 148(f) of the Code, the rebatable amounts, if any, pertaining to the Series 1999A Bonds and to establish a Rebate Fund pursuant to the Rebate Certificate referred to in paragraph (B) of this Section wherein shall be deposited in a timely fashion all amounts required under said Section 148(f) with respect to the Series 1999A Bonds and to pay to the United States Government from the Rebate Fund in the manner and the amounts prescribed in Section 148(f) of the Code.

(B) In order to comply with the requirements of paragraph (A) of this Section, the University further agrees to execute a Rebate Certificate on or before the delivery of the Series 1999A Bonds pursuant to which the Rebate Fund will be established, and from which Fund the University will pay the necessary amounts to the United States Government.

(C) Notwithstanding anything in this Section to the contrary, the University will not be obligated to comply with any or all of the provisions set forth above in this Section if the University and the Trustee shall receive a written opinion of Bond Counsel to the effect that such noncompliance will not adversely affect the federal taxexempt status of the Series 1999A Bonds.

(D) Notwithstanding the prior provisions of this Section, the Chief Financial Officer, if applicable, is hereby authorized to make the necessary findings and elections to enable the University to proceed under the spending exceptions contained in Section 148(f)(4)(C) of the Code and Section 1.1487 of the Regulations, should he determine in his discretion the same to be in the best interests of the University.

Section 8.06. Continuing Disclosure Undertaking.

(A) Pursuant to Section 11185 of the State Code ("Section 11185"), the University covenants to file with a central repository for availability in the secondary bond market when requested:

(1) An annual independent audit, within thirty days of the University's receipt of the audit; and

(2) Event specific information within thirty days of an event adversely affecting more than five percent of the aggregate of Gross Revenues plus Additional Funds.

The only remedy for failure by the University to comply with the covenant in this Section 8.06(A) shall be an action for specific performance of this covenant. The University specifically reserves the right to amend this covenant to reflect any change in Section 11185, without the consent of any Bondholder.

(B) In addition, the University hereby authorizes the Chief Financial Officer on behalf of the Board of Trustees to execute the Continuing Disclosure Certificate with changes therein as may be approved by the Chief Financial Officer to be dated as the date of issuance and delivery of the Series 1999A Bonds. The Board of Trustees further hereby covenant and agree to comply with and carry out all of the provisions of the Continuing Disclosure Certificate. Notwithstanding any other provision of this Resolution, failure of the University to comply with the Continuing Disclosure Certificate shall not be considered an Event of Default; however, any Bondholder may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the University to comply with its obligations under this paragraph.

Adopted this 25th day of February, 1999.

_________________________________

Chairman, Board of Trustees of

(SEAL) the University of South Carolina

_________________________________

Secretary, Board of Trustees

of the University of South Carolina

EXHIBIT B

CONTINUING DISCLOSURE UNDERTAKING

This Continuing Disclosure Undertaking (the "Disclosure Certificate") is executed and delivered by the University of South Carolina (the "Issuer") in connection with the issuance of $______________ University of South Carolina Revenue Bonds, Series 1999A (the "Bonds"). The Bonds are being issued pursuant to an Amendatory and Restated Bond Resolution adopted by the Board of Trustees of the University (the "Board of Trustees") on June 21, 1996 (the "Bond Resolution") and a Series Resolution adopted by the Board of Trustees on February 25, 1999(the "Series Resolution," which, together with the Bond Resolution will be referred to herein as the "Resolution"). The Issuer covenants and agrees as follows:

SECTION 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the Issuer for the benefit of the Registered Holders and Beneficial Owners and in order to assist the Participating Underwriters in complying with S.E.C. Rule 15c212(b)(5).

SECTION 2. Definitions. In addition to the definitions set forth in the Resolution, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section, the following capitalized terms shall have the following meanings:

["_______________________" shall mean ______________, a _________domiciled stock insurance company.]

"Annual Report" shall mean any Annual Report provided by the Issuer pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate.

"Beneficial Owner" shall mean any person which (a) has the power, directly or in-directly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermed-iaries), or (b) is treated as the owner of any Bonds for federal income tax purposes.

"Dissemination Agent" shall mean the Issuer or any successor Dissemination Agent designated in writing by the Issuer and which has filed with the Issuer a written acceptance of such designation.

"Holders" or "Holders of the Bonds" shall mean the registered owners of the Bonds.

"Listed Events" shall mean any of the events listed in Section 5(a) of this Disclosure Certificate.

"National Repository" shall mean any Nationally Recognized Municipal Securities Information Repository for purposes of the Rule. The National Repositories currently approved by the Securities and Exchange Commission are set forth in Exhibit B.

"Participating Underwriter" shall mean any of the original underwriters of the Bonds required to comply with the Rule in connection with the offering of the Bonds.

"Repository" shall mean each National Repository and each State Repository.

"Rule" shall mean Rule 15c212(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time.

"State" shall mean the State of South Carolina.

"State Repository" shall mean any public or private repository or entity designated by the State as a state repository for the purpose of the Rule, and recognized as such by the Securities and Exchange Commission. As of the date of this Certificate, there is no State Repository.

SECTION 3. Provision of Annual Reports.

(a) The Issuer shall, or shall cause the Dissemination Agent to, not later than seven (7) months after the end of the Issuer's fiscal year (currently, June 30) commencing with the report for the _________ fiscal year, provide to _________________ and each Repository an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Certificate. Not later than fifteen (15) business days prior to said date, the Issuer shall provide the Annual Report to the Dissemination Agent (if other than the Issuer). The Annual Report may be submitted as a single document or as separate documents comprising a package, and may crossreference other information as provided in Section 4 of this Disclosure Certificate; provided that the audited financial statements of the Issuer may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report if they are not available by that date. If the Issuer's fiscal year changes, the Issuer shall give notice of such change in the same manner as for a Listed Event under Section 5(c).

(b) If the Issuer is unable to provide to ___________________ and the Repositories an Annual Report by the date required in subsection (a), the Issuer shall send a notice to the Municipal Securities Rulemaking Board and the State Repository, if any, in substantially the form attached as Exhibit A.

(c) The Dissemination Agent shall:

(i) determine each year prior to the date for providing the Annual Report the name and address of each National Repository and the State Repository, if any; and

(ii) (if the Dissemination Agent is other than the Issuer) file a report with the Issuer certifying that the Annual Report has been provided pursuant to this Disclosure Certificate, stating the date it was provided and listing all the Repositories to which it was provided.

SECTION 4. Content of Annual Reports. The Issuer's Annual Report shall contain or include by reference the Issuer's complete audited financial statements for the preceding fiscal year prepared in accordance with generally accepted accounting principles as promulgated to apply to governmental entities from time to time by the Governmental Accounting Standards Board. If the Issuer's audited financial statements are not available by the time the Annual Report is required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial statements in a format similar to the financial statements contained in the final Official Statement and the audited financial statements shall be filed in the same manner as the Annual Report when they become available, and changes in and current information with respect to those matters discussed in the Official Statement dated _____________, 1999 with respect to the Bonds, under the captions "THE SERIES 1999A BONDS" and "THE FACILITIES" and "THE UNIVERSITY Enrollment."

Any or all of the items listed above may be included by specific reference from other documents, including official statements of debt issues of the Issuer or related public entities which have been submitted to each of the Repositories, the Securities and Exchange Commission or _____________________. If the document included by reference is a final official statement, it must be available from the Municipal Securities Rulemaking Board. The Issuer shall clearly identify each such other document so included by reference.

SECTION 5. Reporting of Significant Events.

(a) Pursuant to the provisions of this Section 5, the Issuer shall give or cause to be given notice of the occurrence of any of the following events with respect to the Bonds, if material:

1. Delinquency in payment when due of any principal of or interest on the Bonds.

2. Occurrence of any event of default under the Resolution (other than as described in clause (1) above).

3. Amendment to the Resolution or this Disclosure Certificate modifying the rights of the Holders of the Bonds.

4. Giving of a notice of optional or unscheduled redemption of any Bonds.

5. Defeasance of the Bonds or any portion thereof.

6. Any change in any rating on the Bonds.

7. Adverse tax opinions or events affecting the taxexempt status of the Bonds.

8. Any unscheduled draw reflecting financial difficulties on any reserve fund established by the Issuer to secure further the timely repayment of the Bonds.

9. Any unscheduled draw reflecting financial difficulties on any credit enhancement device obtained by the Issuer to secure further the timely repayment of the Bonds.

10. Any change in the provider of any credit enhancement device described in item 9 above, or any failure by the provider to perform under such a credit enhancement device.

11. The release, substitution or sale of any property hereafter leased, mortgaged or pledged by the Issuer securing repayment of the Bonds.

(b) Whenever the Issuer obtains knowledge of the occurrence of a Listed Event, the Issuer shall as soon as possible determine if such event would be material under applicable federal securities laws.

(c) If the Issuer determines that knowledge of the occurrence of a Listed Event would be material under applicable federal securities laws, the Issuer shall promptly file a notice of such occurrence with _____________________, the Municipal Securities Rulemaking Board and the State Repository. Notwithstanding the foregoing, notice of Listed Events described in subsections (a) (4) and (5) need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to Holders of affected Bonds pursuant to the Resolution.

SECTION 6. Termination of Reporting Obligation. The Issuer's obligations under this Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds. If such termination occurs prior to the final maturity of the Bonds, the Issuer shall give notice of such termination in the same manner as for a Listed Event under Section 5(c).

SECTION 7. Dissemination Agent. The Issuer may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared by the Issuer pursuant to this Disclosure Certificate. The initial Dissemination Agent shall be the Issuer.

SECTION 8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate, the Issuer may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied:

(a) If the amendment or waiver relates to the provisions of Sections 3(a), 4, or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature, or status of an obligated person with respect to the Bonds, or the type of business conducted;

(b) This Disclosure Certificate, as amended or taking into account such waiver, would, in the opinion of nationallyrecognized bond counsel, have complied with the requirements of the Rule at the time of the original issuance of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and

(c) The amendment or waiver either (i) is approved by the Holders of the Bonds in the same manner as provided in the Resolution for amendments to the Resolution with the consent of Holders, or (ii) does not, in the opinion of said nationallyrecognized bond counsel, materially impair the interests of the Holders or Beneficial Owners of the Bonds.

In the event of any amendment or waiver of a provision of this Disclosure Certificate, the Issuer shall describe such amendment in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a change of accounting prin-ciples, on the presentation) of financial information or operating data being presented by the Issuer. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements, (i) notice of such change shall be given in the same manner as for a Listed Event under Section 5(c), and (ii) the Annual Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles.

SECTION 9. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the Issuer from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the Issuer chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the Issuer shall have no obligation under this Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event.

SECTION 10. Default. In the event of a failure of the Issuer to comply with any provision of this Disclosure Certificate, ___________________ or any Bondholder or Beneficial Owner may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Issuer to comply with its obligations under this Disclosure Certificate. A default under this Disclosure Certificate shall not be deemed an Event of Default under the Resolution, and the sole remedy under this Disclosure Certificate in the event of any failure of the Issuer to comply with this Disclosure Certificate shall be an action to compel performance.

SECTION 11. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the Issuer, the Dissemination Agent, the Participating Underwriters, _________________, Holders and Beneficial Owners from time to time of the Bonds, and shall create no rights in any other person or entity.

THE UNIVERSITY OF SOUTH CAROLINA

By:

Vice President for Business and Finance

Date: , 1998

EXHIBIT A

NOTICE TO REPOSITORIES OF FAILURE TO FILE ANNUAL REPORT

THE UNIVERSITY OF SOUTH CAROLINA

$_____________ REVENUE BONDS, SERIES 1999A

Date of Issuance: ________________, 1999

NOTICE IS HEREBY GIVEN that the Issuer has not provided an Annual Report with respect to the abovenamed Bonds as required by Section 8.06 of the Series 1999A Resolution adopted on October 22, 1998. The Issuer anticipates that the Annual Report will be filed by .

THE UNIVERSITY OF SOUTH CAROLINA

By:

Vice President for Business and Finance

Date:

EXHIBIT B

Nationally Recognized Municipal Securities Information Repositories approved by the Securities and Exchange Commission.

Bloomberg Municipal Repository

P.O. Box 840

Princeton, NJ 085420840

Telephone: (609) 2793225

Facsimile: (609) 2795962

EMail: MUNIS@bloomberg.com

DPC Data, Inc.

One Executive Drive

Fort Lee, NJ 07024

Telephone: (201) 3460701

Facsimile: (201) 9470107

EMail: nrmsir@dpcdata.com

Kenny Information Systems, Inc.

65 Broadway, 16th Floor

New York, NY 10006

Telephone: (212) 7704595

Facsimile: (212) 7977994

Thomson NRMSIR

Attn: Municipal Disclosure

395 Hudson Street, 3rd Floor

New York, NY 10014

Telephone: (212) 8075001

(800) 6898466

Facsimile: (212) 9892078