LEXINGTON, Ky. -- Rich Brooks had been out of football for nearly two years, so he started to think his coaching career was over.

Then the University of Kentucky called, and the 61-year-old Brooks was hired Monday as the Wildcats' new coach.

	Former Oregon coach Rich Brooks returned to the college game Monday when Kentucky hired him.

"Age is always a factor. I was very concerned. There were periods in the last six months to a year that I thought I wasn't going to get a shot at it,'' said Brooks, who signed a five-year contract worth $725,000 a year.

Brooks, who previously coached Oregon and the St. Louis Rams, has been out of football since January 2001, when he resigned as the Atlanta Falcons' defensive coordinator.

When Guy Morriss left Kentucky for Baylor on Dec. 9, Kentucky athletic director Mitch Barnhart immediately called Brooks at his Springfield, Ore., home. The two worked together at Oregon in the early 1980s.

Barnhart didn't offer Brooks a job, he was only seeking for advice.

"I didn't think I was at the top of his list. What I did was comment on the people he had,'' Brooks said. "Basically, I expressed an interest and we proceeded from there.''

Two days later, Barnhart visited former NFL head coach Bill Parcells in New York. He eventually offered Parcells the job, but Dallas Cowboys owner Jerry Jones also began talks with Parcells, derailing Barnhart's efforts.

"People can say what they want, like, 'Oh, was it real?' or 'Was he really genuinely interested?''' Barnhart said. "The bottom line is we had some very nice conversations. We had an offer in front of him. I thought it was going to happen.''

But it didn't, and Barnhart said he talked to at least nine other candidates before returning to Brooks.

"The more I went through the process, it became more apparent that he wanted it, and I became more comfortable with him,'' Barnhart said.

Brooks coached Oregon from 1977-94, capping his tenure by leading the Ducks to their first Rose Bowl berth since 1958. He coached the NFL's Rams from 1995-96 but was fired after going 13-19. He was hired by the Falcons the following year and coached them in the 1999 Super Bowl.

"I'm a lot better football coach than I was in '94,'' Brooks said. "All I did for six straight years was grind out on football. That NFL season is very long. I know a lot more about defense, offense and kicking game than I did in '94.''

Brooks, who had a 91-109-4 record at Oregon, becomes Kentucky's third coach in 22 months.

Morriss succeeded Hal Mumme, who resigned in February 2001 amid an NCAA investigation. The NCAA uncovered recruiting violations and punished Kentucky with a one-year bowl ban, a reduction of five scholarships over three seasons, and three years of probation.

"It certainly isn't the most ideal situation,'' Brooks said of the restrictions. "You don't necessarily need numbers, you need quality. Certainly, you've got a better chance of having more quality when you've got the numbers, but those are the guidelines we'll deal with.''

It won't be the first time Brooks has had to deal with NCAA restrictions.

Brooks confirmed that Oregon was banned from a bowl game and faced other sanctions in 1981 after an assistant coach arranged for players to travel with unused plane tickets. The assistant coach, whom Brooks did not identify, resigned.

"I did not know this was happening,'' Brooks said. "I was not personally sanctioned, but it certainly made me more diligent. I learned from it. After that, there was never another hint of infractions in any of my programs.''

Barnhart worked for Oregon's athletic fund in 1983. He knew about the violation, but said it didn't affect his decision to hire Brooks.

"That was more than 20 years ago,'' Barnhart said Monday night. "We checked with the NCAA. Since that violation, his record of compliance has been exemplary.''

Kentucky started this season 4-0, and Morriss was rewarded with a contract extension through 2007. The Wildcats finished 7-5, only their third winning record since 1984.

Morriss made $400,000 per year, but Barnhart admitted Kentucky wasn't ready to match Baylor's more lucrative offer.

Brooks inherits several key players, including quarterback Jared Lorenzen and receiver Derek Abney.

The 6-foot-4, 275-pound Lorenzen led the Southeastern Conference with 24 touchdown passes in 2002. Abney led the league in all-purpose yardage and set an NCAA record with six kick returns for touchdowns this season.

Brooks met with Lorenzen and about a dozen other players for 45 minutes before Monday's announcement.

"We're really looking forward to what Coach Brooks has in store for us,'' said Lorenzen, who will be a senior next season. "I'm sure the fans will have some negative things to say, but once you meet him, once you get to know him, he's a great guy. Just give him a chance.''