<PAGE>

                                                           Exhibit 10.16




                              RESTATED

                        ANGELICA CORPORATION

                  STOCK BONUS AND INCENTIVE PLAN

     (Incorporating Amendments Adopted Through August 1, 1999)







                                                                Restated
                                                        Stock Bonus Plan



                               1


<PAGE>
<PAGE>

                             RESTATED

                       ANGELICA CORPORATION

                  STOCK BONUS AND INCENTIVE PLAN



SECTION 1   ESTABLISHMENT, PURPOSE, AND EFFECTIVE DATE              3

SECTION 2   DEFINITIONS                                             3

SECTION 3   ELIGIBILITY AND PARTICIPATION                           6

SECTION 4   ADMINISTRATION                                          6

SECTION 5   AVAILABLE STOCK                                         7

SECTION 6   DURATION                                                8

SECTION 7   ELECTION OF BENEFITS                                    8

SECTION 8   RESTRICTED STOCK BONUS AWARDS                           9

SECTION 9   RESTRICTED STOCK                                        9

SECTION 10  CHANGE OF CONTROL                                      13

SECTION 11  RIGHTS OF EMPLOYEES                                    16

SECTION 12  AMENDMENT, MODIFICATION, AND TERMINATION               16

SECTION 13  TAX WITHHOLDING                                        17

SECTION 14  MISCELLANEOUS PROVISIONS                               17



                                                                Restated
                                                        Stock Bonus Plan



                               2


<PAGE>
<PAGE>

                              RESTATED

                        ANGELICA CORPORATION

                  STOCK BONUS AND INCENTIVE PLAN


                             SECTION 1

             ESTABLISHMENT, PURPOSE, AND EFFECTIVE DATE

   1.1  ESTABLISHMENT.  Angelica Corporation, a Missouri
corporation, has previously established the "ANGELICA CORPORATION STOCK
BONUS AND INCENTIVE PLAN" (the "Plan") for key Employees.  The Plan
permits the grant of Restricted Stock, and provides for payments in the
form of Stock and/or cash.  The Plan is hereby amended and restated in
its entirety to read as set forth herein.

   1.2  PURPOSE.  The purpose of the Plan as amended is to advance
the interests of the Company and its shareholders by encouraging the
success of the Company by providing for the acquisition of an equity
interest by key Employees, by providing additional incentives and
motivation toward superior Company performance, and by enabling the
Company to attract and retain the services of key Employees upon whose
judgment, talents, and special effort the successful conduct of its
operations is largely dependent.

   1.3  EFFECTIVE DATE.  The Plan as amended shall become effective
immediately upon its adoption by the Board of Directors of the Company.


                             SECTION 2

                            DEFINITIONS

   2.1  DEFINITIONS.  Whenever used herein, the following terms
shall have the respective meanings set forth below:

   (a)  "Administrator" means the Compensation and Organization
Committee of the Board.

   (b)  "Award" means any Restricted Stock granted under the Plan.


                                                                Restated
                                                        Stock Bonus Plan



                               3


<PAGE>
<PAGE>

   (c)  "Board" means the Board of Directors of the Company.

   (d)  "Bonus Payment Date" means the date on which a cash bonus is
scheduled to be paid under the Bonus Plan for a particular Bonus Year.

   (e)  "Bonus Plan" means the Angelica Corporation Incentive
Compensation Plan, or such other incentive compensation plan or program
as may from time to time be approved by the Compensation and
Organization Committee of the Board.

   (f)  "Bonus Year" means a fiscal year with respect to which a
cash bonus may be paid under the terms of the Bonus Plan.  A Bonus Year
will be referred to by the calendar year in which the Bonus Year ends.

   (g)  "Code" means the Internal Revenue Code of 1986, as amended.

   (h)  "Company" means Angelica Corporation, a Missouri
corporation.

   (i)  "Continuing Director" means each individual who is a member
of the Board on the Effective Date, and each individual who becomes a
member of the Board after the Effective Date without opposition from a
majority of the then Continuing Directors; PROVIDED THAT, an individual
shall not be a Continuing Director after he or she resigns as a member
of the Board, or while such individual is (or has contracted to become)
a full-time Employee of the Company.

   (j)  "Disability" means a physical or mental condition which
renders the Participant incapable of continuing in the employment of the
Company.  Disability shall be deemed to exist when certified by a
physician who is acceptable to the Administrator.

   (k)  "Elected Shares" means those shares of Restricted Stock
described in Section 8.1.

   (l)  "Election Date" means the date established by the
Administrator, by which date a Participant must make an election as
described in Section 7.  The Election Date must be at least one (1)
month before a Bonus Payment Date.

   (m)  "Employee" means a salaried employee (including officers and
directors who are also employees) of any member of the Group.

   (n)  "Fair Market Value" means, for any particular date, (i) for
any period during which the Stock shall be listed for trading on a
national securities exchange, the average of the high and low prices per
share reported on such exchange, (ii) for any period during which the
Stock shall not be listed for trading on a national securities exchange,
but when prices for the Stock shall be


                                                                Restated
                                                        Stock Bonus Plan



                               4


<PAGE>
<PAGE>

reported by the National Market System of the National Association of
Securities Dealers Automated Quotation System ("NASDAQ"), the average of
the high and low transaction prices per share as quoted by National
Market System of NASDAQ, (iii) for any period during which the Stock
shall not be listed for trading on a national securities exchange or its
price reported by the National Market System of NASDAQ, but when prices
for the Stock shall be reported by NASDAQ, the average of the closing
bid and asked prices as reported by the NASDAQ or (iv) in the event
neither (i), (ii) or (iii) above shall be applicable, the market price
per share of Stock as determined by a nationally recognized investment
banking firm selected by the Board.  If Fair Market Value is to be
determined as of a day when the securities markets are not open, the
Fair Market Value on that day shall be the Fair Market Value on the
immediately preceding day when the markets were open.

   (o)  "Group" means the Company and every Subsidiary and Operating
Division of the Company.

   (p)  "Matching Shares" means those shares of Restricted Stock
described in Section 8.2.

   (q)  "Non-U.S. Participant" means a Participant who is not
normally resident in the United States.

   (r)  "Participant" means any Employee who meets the requirements
of Section 3.

   (s)  "Period of Restriction" means the period during which a
share of Restricted Stock is restricted pursuant to Section 9 of the
Plan.

   (t)  "Permissible Transferee" means a person or entity, other
than an Employee, in whose name Shares are credited as provided in
Sections 8.1 or 8.2.  The only Permissible Transferees are (i) one or
more members of the Participant's family, (ii) one or more trusts for
the benefit of the Participant and/or one or more members of the
Participant's family, or (iii) one or more partnerships (general or
limited), corporations, limited liability companies or other entities in
which the aggregate interests of the Participant and members of the
Participant's family exceed eighty percent (80%) of all interests.  For
this purpose, the Participant's family includes only the Participant's
spouse, children and grandchildren.

   (u)  "Reporting Person" means a person subject to Section 16 of
the Securities Exchange Act of 1934.

   (v)  "Restricted Stock" means Stock granted pursuant to Section 9
of the Plan, but a share of such Stock shall cease to be Restricted
Stock when the conditions to and limitations on transferability under
Section 9 have been satisfied or have expired, respectively.


                                                                Restated
                                                        Stock Bonus Plan



                               5


<PAGE>
<PAGE>

   (w)  "Retirement" means termination of employment with the Group
by a Participant who has either attained the age of 62 or,
alternatively, attained the age of 55 and completed at least ten years
of service with the Group.  Years of service for this purpose shall be
determined under those terms of the Angelica Corporation Pension Plan,
as amended, which apply to vesting.

   (x)  "Stock" means the Common Stock of the Company, par value
$1.00 per share.

   (y)  "Subsidiary" means a subsidiary corporation as defined in
Section 425 of the Code.

   (z)  "Window Period" means the third to the twelfth business day
following the release for publication of the Company's quarterly or
annual earnings report.

   2.2  GENDER AND NUMBER.  Except when otherwise indicated by the
context, words in the masculine gender when used in the Plan shall
include the feminine gender, the singular shall include the plural, and
the plural shall include the singular.

   2.3  SEVERABILITY.  In the event any provision of the Plan shall
be held illegal or invalid for any reason, the illegality or invalidity
shall not affect the remaining provisions of the Plan, and the Plan
shall be construed and enforced as if the illegal or invalid provision
had not been included.


                                SECTION 3

                     ELIGIBILITY AND PARTICIPATION

   Eligibility for participation in the Plan for each Bonus Year
shall be established by the Administrator by adopting a resolution to
that effect and advising the affected Employees of the adjustment at
least six months before the end of the Bonus Year. Once established, the
eligibility criteria shall remain in effect until next adjusted by the
Administrator.


                                SECTION 4

                             ADMINISTRATION

   The Administrator shall have the authority to prescribe forms
which must be used for the purposes of this Plan.


                                                                Restated
                                                        Stock Bonus Plan



                               6


<PAGE>
<PAGE>


                                SECTION 5

                             AVAILABLE STOCK

   5.1  NUMBER OF SHARES.  Subject to adjustment upon occurrence of
any of the events indicated in Section 5.3, the total number of shares
of Stock issuable pursuant to Awards under the Plan may not exceed
350,000.  The shares to be delivered under the Plan may consist, in
whole or in part, of authorized but unissued Stock or treasury Stock not
reserved for any other purpose.

   5.2  AVAILABLE SHARES.  The number of shares of Stock available
for Awards hereunder at any given time shall be the number of shares
specified in Section 5.1, adjusted as follows:

        (a)  RESERVATION OF SHARES.  At the time Restricted Stock is
granted to a Participant, shares of Stock equal to the number of shares
so granted shall be reserved from the total number of shares available
for Awards hereunder.  Shares which are reserved in accordance with this
subsection (a) shall not be available for further Awards hereunder.

        (b)  REDUCTION OF RESERVED SHARES.  At the time of the
expiration of all restrictions on a grant of Restricted Stock, shares
equal to the number of shares subject to such grant shall no longer be
available for Awards hereunder, and the number of shares held in reserve
in accordance with (a), above, shall be reduced accordingly.  Upon the
occurrence of an event which causes the forfeiture of Restricted Stock,
the number of shares of Stock which had been reserved with respect to
the grant of such Restricted Stock in accordance with (a), above, equal
to the number of shares so forfeited shall no longer be reserved for
such purpose and shall not be available for further Awards hereunder.


   5.3  EFFECT OF CHANGES IN CAPITALIZATION, MERGER, ETC.

        (a)  In the event of any increase or decrease in the number
of shares of Stock of the Company by reason of the payment of a Stock
dividend, a Stock split, reverse Stock split, or combination or
consolidation of shares of Stock or like capital adjustment at any time
or from time to time such that the holders of Stock of the Company have
had an adjustment made in the number of shares of Stock owned by them
without payment of any additional consideration therefor, then the
aggregate number of shares then reserved under the Plan shall be as
though the shares of Stock reserved had been outstanding prior to any of
the above-described adjustments.

        (b)  In the event that the Company shall issue additional
shares of Stock for cash or other good consideration, there shall be no
adjustment in the number of shares of Stock available for issuance
pursuant to the Plan.


                                                                Restated
                                                        Stock Bonus Plan



                               7


<PAGE>
<PAGE>
                                SECTION 6

                                DURATION

   The Plan shall remain in effect until (a) all Stock subject to it
shall have been purchased or acquired, (b) the Board terminates the Plan
pursuant to Section 12, or (c) April 1, 2003, whichever shall first
occur.


                                SECTION 7

                          ELECTION OF BENEFITS

   7.1  A Participant may elect to forego a minimum of ten percent
(10%) and a maximum of fifty percent (50%) of the cash bonus (if any)
which he otherwise might receive under the Bonus Plan for a Bonus Year
and to receive Restricted Stock in lieu thereof, provided however that
the amount of cash bonus taken into account for purposes of applying a
Participant's election for a particular Bonus Year will not exceed one
hundred twenty five percent (125%) of the Participant's target bonus for
that Bonus Year.  The election must be made by the Election Date, on and
in accordance with forms prescribed by the Administrator.  An election
becomes irrevocable after the Election Date, except that if a
Participant's employment ends after an Election Date and before the
subsequent Bonus Payment Date, any election which he may have made
pursuant to this Section 7 shall be void and of no effect.  If an
election form is not properly completed and returned to the
Administrator before the Election Date, it will be presumed that the
Participant elects not to receive Restricted Stock with respect to that
Bonus Year.

   7.2  For Bonus Year 1993, any election made pursuant to this Plan
is expressly conditioned upon the approval of this Plan by a majority
vote of the shareholders of the Company at the Annual Meeting of
Shareholders in 1993.  If such approval is not obtained at such meeting,
all elections under this Plan shall be void and of no effect.


                                                                Restated
                                                        Stock Bonus Plan



                               8


<PAGE>
<PAGE>

                                SECTION 8

                      RESTRICTED STOCK BONUS AWARDS

   8.1  A Participant who elects to receive Restricted Stock with
respect to a Bonus Year shall be credited with the number of whole
shares of Restricted Stock ("Elected Shares") which can be purchased at
the Fair Market Value as of the Bonus Payment Date with the amount of
the cash bonus which he elected to forego.  Subject to the provisions of
Section 13, the balance of his bonus shall be paid in cash on or as soon
as practicable after the Bonus Payment Date.

   8.2  A Participant, other than a Non-U.S. Participant, who elects
to receive Restricted Stock with respect to a Bonus Year shall also be
credited with the number of whole shares of Restricted Stock ("Matching
Shares") which does not exceed one half (1/2) of the number of shares
which he receives under Section 8.1.  A Non-U.S. Participant who elects
to receive Restricted Stock with respect to a Bonus Year shall have the
right to receive, after the end of the Period of Restriction, the number
of whole shares of Restricted Stock ("Matching Shares") which does not
exceed one half (1/2) of the number of shares which he receives under
Section 8.1.


                                SECTION 9

                            RESTRICTED STOCK

   9.1  GRANT OF RESTRICTED STOCK.  Subject to the provisions of
Sections 5, 6 and 9.13, the Administrator, as soon as practicable after
the Bonus Payment Date, shall credit shares of Restricted Stock under
the Plan to such Participants as made timely elections under Section 7.
Each such crediting of Restricted Stock shall be reflected in a written
Restricted Stock Agreement.

   9.2  TRANSFERABILITY OF RESTRICTED STOCK.  Except as provided in
Sections 9.8, 9.11, 9.13, 9.16 or 10.1, Elected Shares may not be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated
until after the third anniversary of the date such shares are granted to
the Participant, and Matching Shares may not be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated until after
the fifth anniversary of the date such shares are granted to the
Participant.

   9.3  OTHER RESTRICTIONS.  The Administrator shall impose such
other restrictions on any shares of Restricted Stock granted pursuant to
the Plan as it may deem necessary or advisable under applicable Federal
or state securities law.  In order to insure compliance with the
limitations of Section 9.2, the Administrator shall reflect the grant of
shares of Restricted Stock as an entry in books maintained for such
purpose, and, except as provided in Section 9.13 with


                                                                Restated
                                                        Stock Bonus Plan



                               9


<PAGE>
<PAGE>

respect to Option Shares, no certificates for shares of Restricted Stock
shall be issued under this Plan until the expiration of the applicable
Period of Restriction.  The Participant may designate, on forms provided
for the purpose by the Administrator, one or more Beneficiaries to
receive any shares of Restricted Stock distributable under this Plan
after the death of the Participant.

   9.4  VOTING RIGHTS.  Subject to the provisions of Section 9.16,
Participants, other than Non-U.S. Participants, entitled to shares of
Restricted Stock granted pursuant to the Plan may exercise full voting
rights with respect to those shares during the Period of Restriction.  A
Non-U.S. Participant may not exercise voting rights with respect to any
shares of Restricted Stock which are Matching Shares until after the
Period of Restriction expires with respect to such shares.

   9.5  DIVIDENDS AND OTHER DISTRIBUTIONS.  Subject to the
provisions of Section 9.16, and except as provided in Section 9.6,
during the Period of Restriction, Participants, other than Non-U.S.
Participants, entitled to shares of Restricted Stock granted pursuant to
the Plan shall be entitled to receive all dividends and other
distributions paid with respect to those shares.  If any such dividends
or distributions are paid in shares of Stock, such shares shall be
subject to the same restrictions (such as limitations on transferability
or escrow) as the shares of Restricted Stock with respect to which they
were paid, and shall be held by the Administrator as Restricted Stock
under the same terms and conditions as the Restricted Stock with respect
to which such stock dividends are issued.  A Non-U.S. Participant shall
not be entitled to receive dividends or other distributions with respect
to shares of Restricted Stock which are Matching Shares until after the
Period of Restriction expires with respect to such shares.

   9.6  REINVESTMENT OF DIVIDENDS.  Subject to the provisions of
Section 9.16, a Participant, other than a Non-U.S. Participant, may
elect, on forms prescribed by the Administrator, that dividends which
are payable during the Period of Restriction with respect to all shares
of Restricted Stock shall be invested under the Company's Dividend
Reinvestment Plan.  If a Participant makes such an election, the
Administrator shall take such actions as may be necessary or desirable
to establish the Participant as a participant in the Dividend
Reinvestment Plan with respect to his Restricted Stock.  A Non-U.S.
Participant may not elect to participate in the Company's Dividend
Reinvestment Plan with respect to any shares of Restricted Stock until
after the Period of Restriction expires with respect to such shares.

   9.7  TERMINATION OF EMPLOYMENT DUE TO RETIREMENT.  If a
Participant's employment with all members of the Group is terminated by
reason of the Participant's Retirement at the age of 62 or older on the
date of such Retirement, the Matching Shares that remain unvested on the
date of such Retirement will fully vest and the Periods of Restriction
applicable to the Participant's Matching Shares and Elected Shares shall
terminate automatically.  If a Participant's employment with all members
of the Group is terminated by reason of the Participant's Retirement (as
defined in Section 2.1(w) of this Plan) prior to the age of 62 on the


                                                                Restated
                                                        Stock Bonus Plan



                               10


<PAGE>
<PAGE>

date of such Retirement, the Matching Shares that remain unvested shall
fully vest but the applicable Periods of Restriction on both the
Matching Shares and the Elected Shares shall continue until the
respective expiration dates of such Periods of Restriction; provided,
however, that if the Participant dies after such Retirement but before
the end of an applicable Periods of Restriction, the Period of
Restriction applicable to the deceased Participant's Matching Shares and
Elected Shares shall terminate automatically.  Upon the termination or
expiration of the applicable Periods of Restriction, the Matching Shares
and Elected Shares subject thereto shall thereupon be free of
restrictions and freely transferable by the Participant except as
otherwise provided pursuant to Section 9.3 of the Plan.

   9.8  TERMINATION OF EMPLOYMENT DUE TO DEATH OR DISABILITY.  If
the Participant's employment with all members of the Group is terminated
by reason of the Participant's death or Disability, the Period of
Restriction applicable to the Restricted Stock pursuant to Section 9.2
shall terminate automatically and, except as otherwise provided pursuant
to Section 9.3, the shares of Restricted Stock shall thereupon be free
of restrictions and freely transferable.

   9.9  TERMINATION OF EMPLOYMENT FOR REASONS OTHER THAN RETIREMENT,
DEATH OR DISABILITY.  If the Participant's employment with all members
of the Group is terminated during the Period of Restriction for any
reason other than Retirement, death or Disability, then any Matching
Shares still subject to restrictions at the date of such termination
shall be forfeited automatically and returned to the Company, but the
Period of Restriction for any Elected Shares shall be deemed to have
ended as of the date of termination of the Participant's employment with
all members of the Group.

   9.10  RETURN OF RESTRICTED STOCK.  If events occur which require
that Matching Shares be forfeited by the Participant, the number of
shares of Stock so forfeited shall be removed from the record of
Restricted Stock due to the Participant, and shall not again be
available for Awards under the Plan.

   9.11  RELEASE OF ELECTED SHARES UPON HARDSHIP.  If upon the
request of a Participant the Administrator, in its sole discretion,
determines that the Participant faces extreme economic hardship and that
the disposition by the Participant of a certain number of Elected Shares
would ameliorate such hardship, the Administrator may declare the Period
of Restriction to be expired with respect to such number of Elected
Shares.

   9.12  REMOVAL OF RESTRICTIONS.  Except as otherwise provided in
this Section, shares of Restricted Stock covered by each Restricted
Stock Award granted under the Plan shall become freely transferable by
the Participant after the last day of the Period of Restriction
applicable to such shares.  Once the shares are released from the
restrictions, the Administrator shall cause to be issued to the
Participant, as soon as practicable, one or more certificates
representing the aggregate number of shares of Stock to which the
restrictions no longer apply.  Such certificates


                                                                Restated
                                                        Stock Bonus Plan



                               11


<PAGE>
<PAGE>

may be registered in whatever name or names are specified by the
Participant, in writing delivered to the Administrator at least ten (10)
days before such certificates are issued, and in the absence of any such
specification shall be issued in the name of the Participant alone.

   9.13  EXERCISE OF OPTIONS.  A Participant who holds an option
which is exercisable under the Angelica Corporation Stock Option Plan,
the Angelica Corporation 1994 Performance Plan or the Angelica
Corporation 1999 Performance Plan may elect, on forms provided for the
purpose by the Administrator, to have a certain number of his Elected
Shares issued in his name in certificate form and delivered to the
Administrator for the purpose of being surrendered in connection with
the payment of the exercise price of such option.  Following such
exercise, the Administrator shall receive a number of shares issued
pursuant to such option exercise ("Option Shares") equal to the number
of Elected Shares delivered in payment of the exercise price, and shall
deliver or cause to be delivered to the Participant the balance of the
Option Shares issued pursuant to such option exercise.  The
Administrator shall hold the number of Option Shares equal to the number
of Elected Shares delivered in payment of the exercise price subject to
the same terms and conditions as apply to Elected Shares, and references
herein to Elected Shares or Restricted Stock shall include such Option
Shares, if any, held by the Administrator for the same Participant.

   9.14  SERVICES OF CUSTODIAN.  The Administrator may, but shall not
be required to, engage the services of a bank, trust company or other
fiduciary from time to time to maintain the appropriate records of
shares of Restricted Stock which have been granted under this Plan, and
to perform such other duties as the Administrator may deem appropriate.

   9.15  APPROVAL OF SHAREHOLDERS.  Notwithstanding any other
provision of this Plan, no shares of Restricted Stock shall be granted
until after the 1993 Annual Meeting of Shareholders of the Company.  In
addition, if at such meeting a majority of the shareholders of the
Company fail to approve this Plan, no shares of Restricted Stock shall
be granted hereunder at any time, and any bonus amounts which a
Participant elected to receive in shares of Restricted Stock pursuant to
this Plan shall be paid to him in cash as soon as practicable after such
meeting.

   9.16  LIMITED TRANSFERABILITY TO FAMILY MEMBERS.  Subject to the
provisions of this Section 9.16, a Participant may at any time after
November 29, 1994, and before the earlier of his or her death or the end
of the Period of Restriction, direct that all or any portion of the
Elected Shares and their associated Matching Shares issued or to be
issued pursuant to Section 8 be registered or reregistered in the name
of one or more Permissible Transferees.  Such direction shall be
effective only to the extent that Company receives written notice from
the Participant, before his or her death, advising of such a direction,
the name or other identifying information concerning the Permissible
Transferee or Transferees, and the number of Shares to which the
direction relates.  A Permissible Transferee shall exercise voting
rights as described in Section 9.4, shall receive dividends as described
in Section 9.5, and may elect to participate in the


                                                                Restated
                                                        Stock Bonus Plan



                               12


<PAGE>
<PAGE>

Dividend Reinvestment Plan as described in Section 9.6, with respect to
the Restricted Stock of which he is a Permissible Transferee.  To the
extent shares of Stock are registered or reregistered in the name of a
Permissible Transferee, such shares shall be or remain subject to all of
the restrictions and limitations to which they would be subject under
this Plan if they were registered in the name of the Participant, and no
certificate representing shares of such Stock shall be issued to the
Permissible Transferee until such shares have been released from all
restrictions.


                                SECTION 10

                            CHANGE OF CONTROL

   10.1  SPECIAL RULES ON CHANGE OF CONTROL.  Any contrary provision
of the Plan notwithstanding, if there has been a Change of Control (as
defined in Section 10.2), and if, at any time thereafter, the
Participant's employment with the Company terminates other than
(i) because of the Participant's death or Retirement, (ii) by action of
the Company for "cause" (as defined in Section 10.3) or "disability" (as
defined in Section 10.4) or (iii) by action of the Participant for other
than "good reason" (as defined in Section 10.5), then the Period of
Restriction with respect to each share of Restricted Stock previously
subject to an Award to him hereunder shall terminate.

   10.2  CHANGE OF CONTROL.  For purposes of Section 10.1, a "Change
of Control" shall be deemed to have occurred if:

   (a)  Any "person" (as such term is used in Section 13(d) and 14(d)
of the Exchange Act), other than the Company, is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company which represent
thirty-percent (30%) or more of the combined voting power of the
Company's then outstanding securities, without the prior written consent
of a majority of the Continuing Directors;

   (b)  The Continuing Directors cease to comprise a majority of the
Board;

   (c)  The shareholders of the Company approve a sale of
substantially all or all of the assets of the Company; or

   (d)  The Company is not the surviving and parent corporation as a
result of any merger or consolidation to which it is a party, not
including, however, a merger solely to effect a change in the state of
incorporation.


                                                                Restated
                                                        Stock Bonus Plan



                               13


<PAGE>
<PAGE>

   Notwithstanding the above, an event described in (a), (c), or (d),
above, shall not constitute a "Change of Control" if it is approved in
writing by a majority of the Continuing Directors.

   10.3  COMPANY TERMINATION FOR CAUSE.  The Company shall be
considered to have terminated a Participant's employment for "cause" if
and only if the termination is based on one or more of the following:

   (a)  The willful and continued failure by the Participant
        substantially to perform his duties with the Company (other
        than any such failure resulting from his incapacity due to
        physical or mental illness) for a period of thirty (30) or
        more days after the Board delivers to the Participant a
        demand for substantial performance, which demand
        specifically identifies the manner in which the Board
        believes that the Participant has not substantially
        performed his duties; or

   (b)  The willful engagement by the Participant in gross
        misconduct which is materially and demonstrably injurious to
        the Company.

   No act or failure to act shall be considered "willful" unless
done, or omitted to be done, by the Participant not in good faith and
without reasonable belief that the act or omission was in (or not
opposed to) the best interest of the Company.

   Notwithstanding the above, the Company shall not be considered to
have terminated a Participant's employment for "cause" unless and until
the Company delivers to the Participant a copy of a resolution duly
adopted by the affirmative vote of not less than three-quarters (3/4) of
the then Continuing Directors or, if there are no Continuing Directors,
three-quarters (3/4) of the entire membership of the Board, at a meeting
of the Board duly called and held for that purpose (after reasonable
prior notice to the Participant and an opportunity for the Participant,
together with his counsel, to be heard before the voting members of the
Board, before adoption of such resolution), finding that, in the good
faith opinion of the voting members of the Board, the Participant was
guilty of conduct set forth in (a) or (b) above, and specifying, in
detail, the particulars thereof.

   10.4  COMPANY TERMINATION FOR DISABILITY.  The Company shall be
considered to have terminated a Participant's employment for
"disability" if and only if the termination is based on the
Participant's absence from duties with the Company on a full time basis
for 183 consecutive days, as a result of incapacity due to physical or
mental illness, and which incapacity is expected thereafter to be of
long continued or indefinite duration or to result in death, as
determined based on competent medical advice satisfactory to the then
Continuing Directors or, if there are no Continuing Directors, the
Board.


                                                                Restated
                                                        Stock Bonus Plan



                               14


<PAGE>
<PAGE>

   10.5  PARTICIPANT TERMINATION FOR GOOD REASON.  A Participant
shall be considered to have terminated his or her employment for "good
reason" if and only if the termination is based one or more of the
following:

   (a)  The assignment to the Participant, without his or her written
consent, of duties which are inconsistent with his or her position,
duties, responsibilities or status with the Company immediately before
the Change of Control;

   (b)  A change, without the Participant's written consent, in his
or her reporting responsibilities, titles or offices as in effect
immediately before the Change of Control, or the removal of the
Participant from, or the Company's failure to reelect the Participant
to, any such office;

   (c)  A reduction in the Participant's base salary as in effect
immediately before the Change of Control, or the failure of the Company
to increase the Participant's base salary each year after the Change of
Control by an amount which at least equals, on a percentage basis, the
mean average percentage increase (if any) in the base salary of all
officers of the Company during the two (2) full calendar years
immediately preceding the Change of Control;

   (d)  As to a Participant who is assigned to the Company's
principal executive offices at the time of the Change of Control:

        (1)  the relocation of the Company's principal executive
             offices to a location outside the area of metropolitan
             St. Louis, Missouri, or

        (2)  the requirement by the Company that the Participant be
             based anywhere other than the Company's principal
             executive offices, except for required travel on the
             Company's business to an extent substantially
             consistent with the Participant's business travel
             obligations immediately before the Change of Control;
             or

        (3)  if the Participant consents in writing to a relocation
             of the Company's principal executive offices, the
             failure of the Company to pay (or reimburse the
             Participant for) all reasonable moving expenses
             incurred by the Participant relating to a change of
             his or her principal residence in connection with such
             relocation and to indemnify the Participant against
             any loss (as defined below) realized on the sale of
             his or her principal residence in connection with any
             such change of residence.

   For purposes of this subsection, the "loss" on the sale of a
principal residence means the excess of (i) the higher of (x) the
Participant's aggregate investment in such residence, or (y) the


                                                                Restated
                                                        Stock Bonus Plan



                               15


<PAGE>
<PAGE>

appraised value of such residence as determined by a real estate
appraiser designated by the Participant and reasonably satisfactory to
the Company, over (ii) the actual sale price of such residence (net of
sales commission and other reasonable expenses of sale, if any);

   (e)  The discontinuance of any benefit or compensation plan,
pension plan, profit-sharing plan, employee stock ownership plan, stock
purchase plan, stock option plan, life insurance plan, health and
accident plan, or disability plan (or plans providing substantially
similar benefits) in which the Participant was participating immediately
before the Change of Control; or

   (f)  Any action by the Company which adversely affects the
Participant's participation in or materially reduces his or her benefits
under any plan specified in (e), above, or which deprives the
Participant of any material fringe benefit enjoyed by him or her
immediately before the Change of Control, or the failure by the Company
to provide the Participant with at least the number of paid vacation
days to which he or she then is entitled on the basis of years of
service with the Company in accordance with the Company's normal
vacation policy in effect immediately before the Change of Control.


                             SECTION 11

                        RIGHTS OF EMPLOYEES

   11.1  EMPLOYMENT.  Nothing in the Plan shall interfere with or
limit in any way the right of any member of the Group to terminate any
Participant's employment at any time nor confer upon any Participant any
right to continue in the employ of any member of the Group.

   11.2  OTHER BENEFIT PLANS.  Elected Shares granted under the Plan
shall be treated as a part of the compensation of the Participant under
other benefit plans of any member of the Group, but Matching Shares
granted under the Plan shall not constitute a part of the base salary or
any other compensation of any Employee under any other benefit plan of
any member of the Group unless expressly so provided in such other
benefit plans.


                             SECTION 12

              AMENDMENT, MODIFICATION, AND TERMINATION

   The Board at any time may terminate, and from time to time may
amend or modify the Plan; provided, however, that no such action of the
Board may, without the approval of the shareholders of the Company:


                                                                Restated
                                                        Stock Bonus Plan



                               16


<PAGE>
<PAGE>

   (a)  Increase the total amount of Stock which may be issued under
the Plan, except as provided in Section 5.3; or

   (b)  Change the class of Employees entitled to participate in the
Plan; or

   (c)  Materially increase the cost of the Plan or materially
increase the benefits to Participants under the Plan; or

   (d)  Extend the period during which Awards may be granted.

No amendment, modification, or termination of the Plan shall in any
manner adversely affect any Award theretofore granted under the Plan,
without the consent of the Participant affected thereby.


                             SECTION 13

                           TAX WITHHOLDING

   The Company shall be entitled to withhold, or require the
Participant to remit to the Company, any amount of any tax attributable
to any amounts payable or shares deliverable under the Plan after giving
the Participant notice as far in advance as is practicable of the amount
of tax required to be withheld.  The Company may defer making payment or
delivery as to any benefit due under the Plan until any such tax is
withheld or the Participant remits an amount equal to the tax required
to be withheld.  The Participant may, by notice to the Company at the
time the requirement for such tax withholding is first established,
elect to have such withholding obligation satisfied by the reduction in
the number of shares of capital stock of the Company that would
otherwise be deliverable to the Participant under the Plan, with the
reduction to be calculated based upon the average of the high and low
market prices of the Company's stock on the New York Stock Exchange or
such other national securities exchange upon which the Company's stock
is then listed.


                             SECTION 14

                      MISCELLANEOUS PROVISIONS

   14.1  SUCCESSORS.  All obligations of the Company under the Plan,
with respect to Awards granted hereunder shall be binding on any
successor to the Company.


                                                                Restated
                                                        Stock Bonus Plan



                               17


<PAGE>
<PAGE>

   14.2  REQUIREMENTS OF LAW.  The granting of Awards and the
issuance of shares of Stock shall be subject to all applicable laws,
rules and regulations, and to such approvals by any governmental agency
or securities exchange as may be required.

   14.3  GOVERNING LAW.  The Plan, and all agreements under the Plan,
shall be construed in accordance with, and governed by, the laws of the
State of Missouri.





                                                                Restated
                                                        Stock Bonus Plan



                               18