<PAGE>
                                                           POST-SPIN DRAFT
                                                           2/4/00





                           STILWELL FINANCIAL, INC.

                       401(k) AND PROFIT SHARING PLAN

                    (Effective _____________, 2000)

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                            STILWELL FINANCIAL, INC.
                        401(k) AND PROFIT SHARING PLAN
                               TABLE OF CONTENTS
                               -----------------

Article I. DEFINITIONS                                                     2
    1.01     "Plan"                                                        2
    1.02     "Employer"                                                    2
    1.03     "Trustee"                                                     2
    1.04     "Plan Administrator"                                          2
    1.05     "Advisory Committee"                                          2
    1.06     "Employee"                                                    2
    1.07     "Highly Compensated Employee"                                 2
    1.08     "Participant"                                                 4
    1.09     "Beneficiary"                                                 4
    1.10     "Compensation"                                                4
    1.11     "Account"                                                     5
    1.12     "Accrued Benefit"                                             5
    1.13     "Nonforfeitable"                                              5
    1.14     "Plan Year"                                                   5
    1.15     "Effective Date"                                              5
    1.16     "Plan Entry Date"                                             5
    1.17     "Accounting Date"                                             5
    1.18     "Trust"                                                       5
    1.19     "Trust Fund"                                                  5
    1.20     "Nontransferable Annuity"                                     5
    1.21     "ERISA"                                                       6
    1.22     "Code"                                                        6
    1.23     "Service"                                                     6
    1.24     "Hour of Service"                                             6
    1.25     "Disability"                                                  7
    1.26     SERVICE FOR PREDECESSOR EMPLOYER.                             7
    1.27     RELATED EMPLOYERS.                                            7
    1.28     LEASED EMPLOYEES.                                             8
    1.29     DETERMINATION OF TOP HEAVY STATUS.                            8
    1.30     PLAN MAINTAINED BY MORE THAN ONE EMPLOYER.                   10

Article II.  EMPLOYEE PARTICIPANTS                                        10
    2.01     ELIGIBILITY.                                                 10
    2.02     YEAR OF SERVICE - PARTICIPATION.                             11
    2.03     BREAK IN SERVICE - PARTICIPATION.                            12
    2.04     PARTICIPATION UPON REEMPLOYMENT.                             12

Article III. EMPLOYER CONTRIBUTIONS AND FORFEITURES                       12
    3.01     AMOUNT.                                                      12
    3.02     DETERMINATION OF CONTRIBUTION.                               13
    3.03     TIME OF PAYMENT OF CONTRIBUTION.                             13
    3.04     CONTRIBUTION ALLOCATION.                                     14
    3.05     FORFEITURE ALLOCATION.                                       16
    3.06     ACCRUAL OF BENEFIT.                                          16
    3.07     LIMITATIONS ON ALLOCATIONS TO PARTICIPANTS' ACCOUNTS.        17
    3.08     DEFINITIONS - ARTICLE III.                                   19

Article IV.  PARTICIPANT CONTRIBUTIONS                                    22
    4.01     PARTICIPANT VOLUNTARY CONTRIBUTIONS.                         22
    4.02     PARTICIPANT VOLUNTARY CONTRIBUTIONS - SPECIAL DISCRIMINATION
             TEST.  (Reserved)                                            22
    4.03     PARTICIPANT ROLLOVER CONTRIBUTIONS.                          22
    4.04     PARTICIPANT CONTRIBUTION - FORFEITABILITY.                   22
    4.05     PARTICIPANT CONTRIBUTION -WITHDRAWAL/DISTRIBUTION.           23
    4.06     PARTICIPANT CONTRIBUTION - ACCRUED BENEFIT.                  23

Article V.  TERMINATION OF SERVICE - PARTICIPANT VESTING                  23
    5.01    NORMAL RETIREMENT AGE.                                        23
    5.02    PARTICIPANT DISABILITY OR DEATH.                              23
    5.03    VESTING SCHEDULE.                                             23
    5.04    CASH-OUT DISTRIBUTIONS TO PARTIALLY-VESTED
            PARTICIPANTS/RESTORATION OF FORFEITED ACCRUED BENEFIT.        24
    5.05    SEGREGATED ACCOUNT FOR REPAID AMOUNT.                         26
    5.06    YEAR OF SERVICE - VESTING.                                    26
    5.07    BREAK IN SERVICE - VESTING.                                   26
    5.08    INCLUDED YEARS OF SERVICE - VESTING.                          26
    5.09    FORFEITURE OCCURS.                                            26

Article VI. TIME AND METHOD OF PAYMENT OF BENEFITS                        27
    6.01    TIME OF PAYMENT OF ACCRUED BENEFIT.                           27
    6.02    METHOD OF PAYMENT OF ACCRUED BENEFIT.                         29
    6.03    BENEFIT PAYMENT ELECTIONS.                                    31
    6.04    ANNUITY DISTRIBUTIONS TO PARTICIPANTS AND SURVIVING SPOUSES.  36
    6.05    WAIVER ELECTION - QUALIFIED JOINT AND SURVIVOR ANNUITY.
            [Reserved]                                                    36
    6.06    WAIVER ELECTION - PRERETIREMENT SURVIVOR ANNUITY.
            [Reserved]                                                    36
    6.07     DISTRIBUTIONS UNDER DOMESTIC RELATIONS ORDERS.               36
    6.08    ROLLOVER DISTRIBUTIONS.                                       37

Article VII. EMPLOYER ADMINISTRATIVE PROVISIONS                           38
    7.01     INFORMATION TO COMMITTEE.                                    38
    7.02     NO LIABILITY.                                                38
    7.03     INDEMNITY OF COMMITTEE.                                      38
    7.04     EMPLOYER DIRECTION OF INVESTMENT.                            39
    7.05     AMENDMENT TO VESTING SCHEDULE.                               39

Article VIII. PARTICIPANT ADMINISTRATIVE PROVISIONS                       39
    8.01     BENEFICIARY DESIGNATION.                                     39
    8.02     NO BENEFICIARY DESIGNATION.                                  40
    8.03     PERSONAL DATA TO COMMITTEE.                                  40
    8.04     ADDRESS FOR NOTIFICATION.                                    40
    8.05     ASSIGNMENT OR ALIENATION.                                    41
    8.06     NOTICE OF CHANGE IN TERMS.                                   41
    8.07     LITIGATION AGAINST THE TRUST.                                41
    8.08     INFORMATION AVAILABLE.                                       41
    8.09     APPEAL PROCEDURE FOR DENIAL OF BENEFITS.                     41

Article IX.  ADVISORY COMMITTEE - DUTIES WITH RESPECT TO PARTICIPANT'S
             ACCOUNTS                                                     42
    9.01     MEMBERS' COMPENSATION, EXPENSES.                             42
    9.02     TERM.                                                        42
    9.03     POWERS.                                                      42
    9.04     GENERAL.                                                     42
    9.05     FUNDING POLICY.                                              43
    9.06     MANNER OF ACTION.                                            43
    9.07     AUTHORIZED REPRESENTATIVE.                                   43
    9.08     INTERESTED MEMBER.                                           44
    9.09     INDIVIDUAL ACCOUNTS.                                         44
    9.10     INDIVIDUAL STATEMENT.                                        44
    9.11     ACCOUNT CHARGED.                                             44
    9.12     UNCLAIMED ACCOUNT PROCEDURE.                                 44
    9.13     INVESTMENT MANAGER.                                          45

Article X. [RESERVED]                                                     45

Article XI. EXCLUSIVE BENEFIT, AMENDMENT, TERMINATION                     45
   11.01     EXCLUSIVE BENEFIT.                                           45
   11.02     AMENDMENT BY EMPLOYER.                                       45
   11.03     DISCONTINUANCE.                                              46
   11.04     FULL VESTING ON TERMINATION.                                 46
   11.05     MERGER/DIRECT TRANSFER.                                      46
   11.06     TERMINATION.                                                 47

Article XII. PROVISIONS RELATING TO THE CODE SECTION 401(k) ARRANGEMENT   48
   12.01     CODE SECTION 401(k) ARRANGEMENT.                             48
   12.02     DEFINITIONS.                                                 49
   12.03     ANNUAL ELECTIVE DEFERRAL LIMITATION.                         51
   12.04     ACTUAL DEFERRAL PERCENTAGE ("ADP") TEST.                     52
   12.05     NONDISCRIMINATION RULES FOR EMPLOYER MATCHING
             CONTRIBUTIONS/EMPLOYEE CONTRIBUTIONS.                        56
   12.06     MULTIPLE USE LIMITATION.                                     59

Article XIII. MISCELLANEOUS                                               60
    13.01     EVIDENCE.                                                   60
    13.02     NO RESPONSIBILITY FOR EMPLOYER ACTION.                      60
    13.03     FIDUCIARIES NOT INSURERS.                                   60
    13.04     WAIVER OF NOTICE.                                           60
    13.05     SUCCESSORS.                                                 60
    13.06     WORD USAGE.                                                 61
    13.07     STATE LAW.                                                  61
    13.08     EMPLOYMENT NOT GUARANTEED.                                  61

Article XIV. [RESERVED]                                                   61

Article XV.  PARTICIPANT'S ACCOUNTS AND THEIR INVESTMENT                  61
   15.01     INDIVIDUAL ACCOUNTS.                                         61
   15.02     INVESTMENT OF ACCOUNTS.                                      61
   15.03     PARTICIPANT DIRECTED ACCOUNTS - INVESTMENT PERCENTAGES.      62
   15.04     VALUATION OF PARTICIPANTS' ACCRUED BENEFITS.                 62
   15.05     ALLOCATION AND DISTRIBUTION OF NET INCOME GAIN OR LOSS.      61

Article XVI. PROVISIONS EFFECTIVE UPON CHANGE IN CONTROL                  63
   16.01     DEFINITIONS OF "CHANGE IN CONTROL".                          63
   16.02     PROVISIONS EFFECTIVE UPON CHANGE IN CONTROL.                 64
   16.03     RIGHT TO AMEND ARTICLE XVI PRIOR TO CHANGE IN CONTROL.       65


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                      ALPHABETICAL LISTING OF DEFINITIONS

    Plan Definition                                             Reference
                                                              (Page Number)

Account                                                              1.11(5)
Accounting Date                                                      1.17(5)
Accrued Benefit                                                      1.12(5)
Advisory Committee                                                   1.05(2)
Annual Addition                                                  3.08(a)(19)
Annuity Starting Date                                               6.01(27)
Beneficiary                                                          1.09(4)
Break in Service for Vesting Purposes                               5.07(26)
Cash-Out Distribution                                               5.04(24)
Code                                                                 1.22(6)
Code Section 411 (d)(6) Protected Benefits                         11.02(45)
Compensation                                                         1.10(4)
Compensation for Code Section 415 Purposes                       3.08(b)(19)
Compensation for Top Heavy Purposes                              1.29(c)(10)
Deemed Cash-Out Rule                                             5.04(C)(25)
Deferral Contributions Account                                   3.04(A)(14)
Defined Contribution Plan                                        3.08(g)(20)
Defined Benefit Plan                                             3.08(h)(20)
Determination Date                                               1.29(g)(10)
Disability                                                           1.25(7)
Distribution Date                                                   6.01(27)
Distribution Valuation Date                                         6.01(27)
Effective Date                                                       1.15(5)
Elective Contributions                                               1.10(4)
Elective Transfer                                                  11.05(46)
Employee                                                             1.06(2)
Employer                                                             1.02(2)
Employer for Code Section 415 Purposes                           3.08(d)(19)
Employer for Top Heavy Purposes                                  1.29(f)(10)
Employment Commencement Date                                        2.01(10)
Employer Contributions Account                                      3.04(14)
ERISA                                                                1.21(6)
Excess Amount                                                    3.08(e)(19)
Forfeiture Break In Service                                         5.08(26)
Hardship                                                         6.03(E)(34)
Highly Compensated Employee                                          1.07(2)
Hour of Service                                                      1.24(6)
Investment Manager                                     9.04(i)(43); 9.13(45)
Key Employee                                                      1.29(a)(9)
Leased Employees                                                     1.28(8)
Limitation Year                                                  3.08(f)(19)
Maximum Permissible Amount                                       3.08(c)(19)
Minimum Distribution Incidental Benefit (MDIB)                   6.02(A)(30)
Non-Key Employee                                                  1.29(b)(9)
Nonforfeitable                                                       1.13(5)
Nontransferable Annuity                                              1.20(5)
Normal Retirement Age                                               5.01(23)
Participant                                                          1.08(4)
Participating Employer                                               1.02(2)
Permissive Aggregation Group                                     1.29(e)(10)
Plan                                                                 1.01(2)
Plan Entry Date                                                      1.16(5)
Plan Administrator                                                   1.04(2)
Plan Year                                                            1.14(5)
Qualified Domestic Relations Order                                  6.07(36)
Qualified Matching Contributions Account                            3.04(14)
Qualified Nonelective Contributions Account                         3.04(14)
Regular Matching Contributions Account                              3.04(14)
Related Employers                                                    1.27(7)
Required Aggregation Group                                       1.29(d)(10)
Required Beginning Date                                          6.01(B)(28)
Rollover Account                                                    4.03(22)
Rollover Contributions                                              4.03(22)
Separation from Service                                              1.23(6)
Service                                                              1.23(6)
Sponsor                                                              1.02(2)
Top Heavy Minimum Allocation                                     3.04(B)(15)
Top Heavy Ratio                                                      1.29(8)
Trust Fund                                                           1.19(5)
Trust                                                                1.18(5)
Trustee                                                              1.03(2)
Year of Service for Eligibility Purposes                            2.02(11)
Year of Service for Vesting Purposes                                5.06(26)

<PAGE>

                            STILWELL FINANCIAL, INC.
                         401(K) AND PROFIT SHARING PLAN
                       (EFFECTIVE ____________, 2000)

                                   INTRODUCTION

     Stilwell Financial, Inc. ("Stilwell") hereby establishes, effective as
of [           ], 2000 (the "Effective Date"), the Stilwell Financial, Inc.
401(k) and Profit Sharing Plan ("Plan") for the administration and
distribution of (i) amounts transferred to the Plan from the Kansas City
Southern Industries, Inc. 401(k) Plan ("KCSI 401(k) Plan") and the Kansas
City Southern Industries, Inc. Profit Sharing Plan (the "KCSI Profit Sharing
Plan" and, together with the KCSI 401(k) Plan, the "KCSI Plans") on behalf of
current and former employees of Stilwell and its subsidiaries (collectively,
the "Stilwell Group") and (ii) contributions to be made by the Employers that
are members of the Stilwell Group for the purpose of providing retirement
benefits to eligible employees of the Stilwell Group.  The provisions of this
Plan shall apply to an Employee who is employed by an Employer on or after
the Effective Date, and to any other Employee who is employed by an Employer
before the Effective Date and whose Account is transferred from either of the
KCSI Plans to this Plan.  If a Participant whose Account is transferred from
either or both of the KCSI Plans to this Plan as of the Effective Date
terminated employment from his last Employer prior to the Effective Date, the
terms of this Plan shall govern the maintenance and distribution of his
Account on and after the Effective Date, but in all other respects the
benefits to which he is entitled shall be determined under the terms of the
KCSI 401(k) Plan or KCSI Profit Sharing Plan, as applicable, as in effect on
the date of the Employee's termination of employment.

     Immediately prior to the Effective Date, the members of the Stilwell
Group were members of the controlled group of corporations (within the
meaning of Code Section 414(b)) that includes Kansas City Southern
Industries, Inc. ("KCSI").  As of the Effective Date, all of the shares of
Stilwell held by KCSI were distributed to the shareholders of KCSI as a
spinoff dividend (such transaction being referred to herein as the "Spinoff")
and the members of the Stilwell Group thereby ceased to be members of the
controlled group of corporations that includes KCSI.

     Prior to the Effective Date, eligible employees of the Stilwell Group
("Stilwell Participants") participated in the KCSI Plans.  As of the
Effective Date, the KCSI 401(k) Plan was split into two separate plans:
(1) a 401(k) plan, together with a profit sharing plan component, providing
benefits to eligible employees of the Stilwell Group, to which were
transferred the assets of the KCSI Plans allocable to employees and former
employees of the Stilwell Group, and which is known as the Stilwell
Financial, Inc. 401(k) and Profit Sharing Plan ("Plan"); and (2) a 401(k)
plan providing benefits to employees of KCSI and certain of its affiliates
other than the Stilwell Group, and which continued to be known as the Kansas
City Southern Industries, Inc. 401(k) Plan ("KCSI 401(k) Plan").  As of the
Effective Date, KCSI also continued to maintain the KCSI Profit Sharing Plan,
which continued to hold assets allocable to employees and former employees of
KCSI and certain of its affiliates other than the Stilwell Group.

     Effective as of the Effective Date, employees of the Stilwell Group
ceased to be eligible to continue active participation in the KCSI Plans.
Effective as of the Effective Date, the Plan was established by Stilwell as a
successor to the KCSI Plans to provide retirement benefits for eligible
employees who continue employment with or become employed by the Stilwell
Group following the Effective Date.

                                     ARTICLE I.
                                    DEFINITIONS

     "Plan" means the retirement plan established by Stilwell as set forth
herein, designated as the "Stilwell Financial, Inc. 401(k) and Profit Sharing
Plan."

     "Employer" means Stilwell Financial, Inc. ("Stilwell" or the "Sponsor")
or any other employer (a "Participating Employer") who with the written
consent of Stilwell adopts this Plan.

     "Trustee" means the Trustee under the Master Trust or any successor in
office who in writing accepts the position of Trustee.

     "Plan Administrator" is Stilwell Financial, Inc. unless Stilwell
designates another person to hold the position of Plan Administrator.  In
addition to its other duties, the Plan Administrator has full responsibility
for compliance with the reporting and disclosure rules under ERISA as
respects this Plan.

     "Advisory Committee" means the Sponsor's Advisory Committee as from time
to time constituted.

     "Employee" means any employee of an Employer, excluding any Leased
Employee, and excluding any individual who performs services for an Employer
and (i) is working in a classification described as an independent contractor
(even if such person is subsequently determined to be a common-law employee
of the Employer), (ii) is paid, directly or indirectly, through an Employer's
accounts payable system, or (iii) performs such services pursuant to a
contract or agreement which provides that the person is an independent
contractor or consultant (even if such person is subsequently determined to
be a common-law employee of the Employer).

     "Highly Compensated Employee" means, for any Plan Year, any individual
who (i) is an Employee described in subsection (a) or (b) below, or (ii) is a
former Employee described in subsection (c), below:

          An Employee who at any time during the current Plan Year or the
     preceding Plan Year is a more than five percent (5%) owner (or is
     considered as owning more than five percent (5%) within the meaning of
     Section 318 of the Code) ("5% Owner") of the Employer;

          An Employee who (i) received Compensation during the preceding Plan
     Year in excess of $80,000 (in 1996, as adjusted in accordance with
     regulations and rulings under Section 414(q) of the Code), and (ii) if
     the Advisory Committee elects by amendment of the Plan to apply this
     clause (ii) to determine the Highly Compensated Employees for a Plan
     Year, for this Plan and, except as otherwise permitted, consistently for
     all plans of the Employer whose plan years begin in the same calendar
     year as such preceding Plan Year, is in the group consisting of the top
     twenty percent (20%) of the total number of persons employed by the
     Employer when ranked on the basis of Compensation paid during the
     preceding Plan Year, provided that, for purposes of determining the
     total number of persons employed by the Employer, the following
     Employees shall be excluded:

          Employees who have not completed an aggregate of six (6) months of
     service during the preceding Plan Year,

          Employees who work less than seventeen and one-half (17-1/2) hours
     per week for 50% or more of the total weeks worked by such employees
     during the preceding Plan Year,

          Employees who normally work during not more than six (6) months
     during any year,

          Employees who have not attained age 21 by the end of the preceding
     Plan Year,

          Employees who are nonresident aliens and who receive no earned
     income (within the meaning of Section 911(d)(2) of the Code) from the
     Employer which constitutes income during the preceding Plan Year from
     sources within the United States (within the meaning of Section
     861(a)(3) of the Code), and

          Except to the extent provided in regulations prescribed by the
     Secretary of the Treasury, Employees who are members of a collective
     bargaining unit represented by a collective bargaining agent with which
     an Employer has or has had a bargaining agreement.

          For purposes of this Section 1.07, "Compensation" means
     Compensation as defined in Section 1.10 and Compensation must include
     Elective Contributions.

          The Advisory Committee must make the determination of who is a
     Highly Compensated Employee, including the determinations of the number
     and identity of the top paid 20% group and the relevant Compensation,
     consistent with Code Section 414(q) and regulations issued under that
     Code section.  The Employer may make a calendar year election to
     determine the Highly Compensated Employees for the Plan Year, as
     prescribed by Treasury regulations.  Except as otherwise permitted, a
     calendar year election must apply to all plans and arrangements of the
     Employer.

          The term "Highly Compensated Employee" also includes any former
     Employee who separated from Service (or has a deemed Separation from
     Service, as determined under Treasury regulations) prior to the Plan
     Year, performs no Service for the Employer during the Plan Year, and was
     a Highly Compensated Employee either for the separation year or any Plan
     Year ending on or after his 55th birthday.

     "Participant" is an Employee who is eligible to be and becomes a
Participant in accordance with the provisions of Section 2.01.

     "Beneficiary" is a person designated by a Participant who is or may
become entitled to a benefit under the Plan.  A Beneficiary who becomes
entitled to a benefit under the Plan remains a beneficiary under the Plan
until the Trustee has fully distributed his benefit to him.  A Beneficiary's
right to (and the Plan Administrator's, the Advisory Committee's or a
Trustee's duty to provide to the Beneficiary) information or data concerning
the Plan does not arise until he first becomes entitled to receive a benefit
under the Plan.

     "Compensation" means a Participant's wages, salaries, fees for
professional service and other amounts received for personal services
actually rendered in the course of employment with the Employer maintaining
the Plan as defined in Code Section 3401(a) for purposes of income tax
withholding at the source but determined without regard to any rules that
limit remuneration included in wages based on the nature or location of the
employment or the services performed (such as the exception for agricultural
labor in Section 3401(a)(2)).  Compensation includes Elective Contributions
made by the Employer on the Employee's behalf.  "Elective Contributions" are
amounts excludible from the Employee's gross income under Code Sections 125,
Section 402(a)(8), 402(h) or 403(b), and contributed by the Employer, at the
Employee's election, to a Code Section 401(k) arrangement, a simplified
employee pension, cafeteria plan or tax-sheltered annuity.  A Compensation
payment includes Compensation paid by the Employer to an Employee through
another person under the common paymaster provisions of Code Sections 3121(s)
and 3306(p).

     Any reference in this Plan to Compensation is a reference to the
definition in this Section 1.10, unless the Plan reference specifies a
modification to this definition.  The Advisory Committee will take into
account only Compensation actually paid for the relevant period.

     In addition to other applicable limitations set forth in the Plan, and
notwithstanding any other provision of the Plan to the contrary, the annual
Compensation of each Employee taken into account under the Plan shall not
exceed the OBRA 93 annual compensation limit.  The OBRA 93 annual
compensation limit is $150,000, as adjusted by the Commissioner for increases
in the cost of living in accordance with Code Section 401(a)(17)(B).  The
cost-of-living adjustment in effect for a calendar year applies to any
period, not exceeding 12 months, over which Compensation is determined
(determination period) beginning in such calendar year.  If a determination
period consists of fewer than 12 months, the OBRA 93 annual compensation
limit will be multiplied by a fraction, the numerator of which is the number
of months in the determination period, and the denominator of which is 12.

     If Compensation for any prior determination period is taken into account
in determining an Employee's benefits accruing in the current Plan Year, the
Compensation for that prior determination period is subject to the OBRA 93
annual compensation limit in effect for that prior determination period.  For
this purpose, for determination periods beginning before the first day of the
first Plan Year beginning on or after January 1, 1994, the OBRA 93 annual
compensation limit is $150,000.

     Any reference in this Plan to the limitation under Code Section
401(a)(17) shall mean the OBRA 93 annual compensation limit set forth in this
provision.

     NONDISCRIMINATION.  For purposes of determining whether the Plan
discriminates in favor of Highly Compensated Employees, Compensation means
Compensation as defined in this Section 1.10, unless the Employer elects to
use an alternate nondiscriminatory definition, in accordance with the
requirements of Code Section 414(s) and the regulations issued under that
Code section.  The Employer may elect to include all Elective Contributions
made by the Employer on behalf of the Employees.  The Employer's election to
include Elective Contributions must be consistent and uniform with respect to
Employees and all plans of the Employer for any particular Plan Year.  The
Employer may make this election to include Elective Contributions for
nondiscrimination testing purposes, irrespective of whether this Section 1.10
includes Elective Contributions in the general Compensation definition
applicable to the Plan.

     "Account" means the separate account(s) which the Advisory Committee or
the Trustee maintains for a Participant under the Plan.

     "Accrued Benefit" means the amount standing in a Participant's
Account(s) as of any date derived from both Employer contributions and
Employee contributions, if any.

     "Nonforfeitable" means a Participant's or Beneficiary's unconditional
claim, legally enforceable against the Plan, to the Participant's Accrued
Benefit.

     "Plan Year" means the fiscal year of the Plan, a 12 consecutive month
period ending every December 31.  For fiscal reporting purposes, the first
Plan Year of the Plan shall be the short Plan Year commencing on the
Effective Date and ending December 31, 2000.

     "Effective Date" of this Plan is _____________, 2000.

     "Plan Entry Date" means every January 1 and July 1.

     "Accounting Date" is the last day of the Plan Year.  Unless otherwise
specified in the Plan, the Advisory Committee will make all the Plan
allocations for a particular Plan Year as of the Accounting Date of that Plan
Year.

     "Trust" means the Master Trust established pursuant to the Master Trust
Agreement between Stilwell and UMB Bank, N.A., effective as of October 1,
1999, and/or any other Trust that may be established under this Plan.

     "Trust Fund" means all property of every kind held or acquired by the
Trustee under the Plan, other than incidental benefit insurance contracts.  A
single Master Trust has been established for all Employers participating
under the Stilwell Financial, Inc. 401(k) and Profit Sharing Plan.  However,
the Trustee shall maintain separate records of account in order to reflect
properly each Participant's Accrued Benefit derived from each Participating
Employer.

     "Nontransferable Annuity" means an annuity which by its terms provides
that it may not be sold, assigned, discounted, pledged as collateral for a
loan or security for the performance of an obligation or for any purpose to
any person other than the insurance company.  If the Trustee distributes an
annuity contract, the contract must be a Nontransferable Annuity.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

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

     "Service" means any period of time the Employee is in the employ of the
Employer, including any period the Employee is on an unpaid leave of absence
authorized by the Employer under a uniform, nondiscriminatory policy
applicable to all Employees.  Notwithstanding any provision of this Plan to
the contrary, contributions, benefits and service credit with respect to
qualified military service shall be provided in accordance with Section
414(u) of the Code.  "Separation from Service" means a separation from
Service with the Employer maintaining this Plan.

     "Hour of Service" means:

          Each Hour of Service for which the Employer, either directly or
     indirectly, pays an Employee, or for which the Employee is entitled to
     payment, for the performance of duties.  The Advisory Committee credits
     Hours of Service under this paragraph (a) to the Employee for the
     computation period in which the Employee performs the duties,
     irrespective of when paid;

          Each Hour of Service for back pay, irrespective of mitigation of
     damages, to which the Employer has agreed or for which the Employee has
     received an award.  The Advisory Committee credits Hours of Service
     under this paragraph (b) to the Employee for the computation period(s)
     to which the award or the agreement pertains rather than for the
     computation period in which the award, agreement or payment is made; and

          Each Hour of Service for which the Employer, either directly or
     indirectly, pays an Employee, or for which the Employee is entitled to
     payment (irrespective of whether the employment relationship is
     terminated), for reasons other than for the performance of duties during
     a computation period, such as leave of absence, vacation, holiday, sick
     leave, illness, incapacity (including disability), layoff, jury duty or
     military duty.  The Advisory Committee will credit no more than 501
     Hours of Service under this paragraph (c) to an Employee on account of
     any single continuous period during which the Employee does not perform
     any duties (whether or not such period occurs during a single
     computation period).  The Advisory Committee credits Hours of Service
     under this paragraph (c) in accordance with the rules of paragraphs (b)
     and (c) of Labor Reg. Section 2530.200b-2, which the Plan, by this
     reference, specifically incorporates in full within this paragraph (c).

     The Advisory Committee will not credit an Hour of Service under more
than one of the above paragraphs.  A computation period for purposes of this
Section 1.24 is the Plan Year, Year of Service period, Break in Service
period or other period, as determined under the Plan provision for which the
Advisory Committee is measuring an Employee's Hours of Service.

     The Employer will credit every Employee with Hours of Service on the
basis of the "actual" method.  For purposes of the Plan, "actual" method
means the determination of Hours of Service from records of hours worked and
hours for which the Employer makes payment or for which payment is due from
the Employer.  However, for an Employee who is paid on other than an hourly
basis, Hours of Service shall be credited according to the following
schedule, based on the payroll period of the Employee, for each payroll
period with respect to which he or she is paid or is entitled to payment of
compensation:

                  Payroll Period                      Hours of Service
                  --------------                      ----------------
                  Daily                                       10
                  Weekly                                      45
                  Bi-Monthly                                  95
                  Monthly                                    190

     Solely for purposes of determining whether the Employee incurs a Break
in Service under any provision of this Plan, the Advisory Committee must
credit Hours of Service during an Employee's unpaid absence period due to
maternity or paternity leave.  The Advisory Committee considers an Employee
on maternity or paternity leave if the Employee's absence is due to the
Employee's pregnancy, the birth of the Employee's child, the placement with
the Employee of an adopted child, or the care of the Employee's child
immediately following the child's birth or placement.  The Advisory Committee
credits Hours of Service under this paragraph on the basis of the number of
Hours of Service the Employee would receive if he were paid during the
absence period or, if the Advisory Committee cannot determine the number of
Hours of Service the Employee would receive, on the basis of 8 hours per day
during the absence period.  The Advisory Committee will credit only the
number (not exceeding 501) of Hours of Service necessary to prevent an
Employee's Break in Service.  The Advisory Committee credits all Hours of
Service described in this paragraph to the computation period in which the
absence period begins or, if the Employee does not need these Hours of
Service to prevent a Break in Service in the computation period in which his
absence period begins, the Advisory Committee credits these Hours of Service
to the immediately following computation period.

     "Disability" means the Participant, because of a physical or mental
disability, will be unable to perform the duties of his customary position of
employment (or is unable to engage in any substantial gainful activity) for
an indefinite period which the Advisory Committee considers will be of long
continued duration.  A Participant also is disabled if he incurs the
permanent loss or loss of use of a member or function of the body, or is
permanently disfigured, and incurs a Separation from Service.  The Plan
considers a Participant disabled on the date the Advisory Committee
determines the Participant satisfies the definition of disability.  The
Advisory Committee may require a Participant to submit to a physical
examination in order to confirm disability.  The Advisory Committee will
apply the provisions of this Section 1.25 in a nondiscriminatory, consistent
and uniform manner.

     SERVICE FOR PREDECESSOR EMPLOYER.  If the Employer maintains the plan of
a predecessor employer, the Plan treats service of the Employee with the
predecessor employer as service with the Employer.

     RELATED EMPLOYERS.  A related group is a controlled group of
corporations (as defined in Code Section 414(b)), trades or businesses
(whether or not incorporated) which are under common control (as defined in
Code Section 414(c)) or an affiliated service group (as defined in Code
Section 414(m) or in Code Section 414(o)).  If the Employer is a member of a
related group, the term "Employer" includes, for the time period during which
the relation exists, the related group members for purposes of crediting
Hours of Service, determining Years of Service and Breaks in Service under
Articles II and V, applying the limitations on allocations in Part 2 of
Article III, applying the top heavy rules and the minimum allocation
requirements of Article III, the definitions of Employee, Highly Compensated
Employee, Compensation and Leased Employee, and for any other purpose
required by the applicable Code section or by a Plan provision.  In addition,
(i) the Plan shall treat all service prior to the Effective Date that is
credited with respect to an Employee under the terms of the KCSI Plans in
effect prior to the Effective Date as service with the Employer, and (ii) the
Plan shall treat service of an Employee on or after the Effective Date with
an "affiliate" of Stilwell during the time it is an "affiliate" as service
with the Employer.  For purposes of the immediately preceding sentence, the
term "affiliate" means any corporation, partnership, joint venture or other
business entity with respect to which twenty-five percent (25%) or more of
the equity interests therein are owned, directly or indirectly, by Stilwell,
or by any entity at least 80% of the equity interests of which are owned by
Stilwell.  However, only a Participating Employer described in Section 1.02
may contribute to the Plan and only an Employee employed by a Participating
Employer described in Section 1.02 is eligible to participate in this Plan.
For Plan allocation purposes, "Compensation" does not include compensation
received from a related employer that is not participating in this Plan.

     LEASED EMPLOYEES.  The Plan does not treat a Leased Employee as an
Employee of the Employer.  A Leased Employee is an individual (who otherwise
is not an Employee of the Employer) who, pursuant to a leasing agreement
between the Employer and any other person, has performed services for the
Employer (or for the Employer and any persons related to the Employer within
the meaning of Code Section 144(a)(3)) on a substantially full time basis for
at least one year and who performs services under the primary direction or
control of the Employer.  A Leased Employee who performs services for the
Employer pursuant to a contract or agreement which provides that the person
is a Leased Employee will not become eligible to participate in this Plan
merely by reason of a determination that the person is a common-law employee
of the Employer, unless and until the Employer changes the employment
classification of such person.

     DETERMINATION OF TOP HEAVY STATUS.  If this Plan is the only qualified
plan maintained by the Employer, the Plan is top heavy for a Plan Year if the
top heavy ratio as of the Determination Date exceeds 60%.  The top heavy
ratio is a fraction, the numerator of which is the sum of the present value
of Accrued Benefits of all Key Employees as of the Determination Date and the
denominator of which is a similar sum determined for all Employees.  The
Advisory Committee must include in the top heavy ratio, as part of the
present value of Accrued Benefits, any contribution not made as of the
Determination Date but includible under Code Section 416 and the applicable
Treasury regulations, and distributions made within the Determination Period.
The Advisory Committee must calculate the top heavy ratio by disregarding the
Accrued Benefit (and distributions, if any, of the Accrued Benefit) of any
Non-Key Employee who was formerly a Key Employee, and by disregarding the
Accrued Benefit (including distributions, if any, of the Accrued Benefit) of
an individual who has not received credit for at least one Hour of Service
with the Employer during the Determination Period.  The Advisory Committee
must calculate the top heavy ratio, including the extent to which it must
take into account distributions, rollovers and transfers, in accordance with
Code Section 416 and the regulations under that Code section.

     If the Employer maintains other qualified plans (including a simplified
employee pension plan), or maintained another such plan which now is
terminated, this Plan is top heavy only if it is part of the Required
Aggregation Group, and the top heavy ratio for the Required Aggregation Group
and for the permissive Aggregation Group, if any, each exceeds 60%.  The
Advisory Committee will calculate the top heavy ratio in the same manner as
required by the first paragraph of this Section 1.29, taking into account all
plans within the Aggregation Group.  To the extent the Advisory Committee
must take into account distributions to a Participant, the Advisory Committee
must include distributions from a terminated plan which would have been part
of the Required Aggregation Group if it were in existence on the
Determination Date.  The Advisory Committee will calculate the present value
of Accrued Benefits under defined benefit plans or simplified employee
pension plans included within the group in accordance with the terms of those
plans, Code Section 416 and the regulations under that Code section.  If a
Participant in a defined benefit plan is a Non-Key Employee, the Advisory
Committee will determine his Accrued Benefit under the accrual method, if
any, which is applicable uniformly to all defined benefit plans maintained by
the Employer or, if there is no uniform method, in accordance with the
slowest accrual rate permitted under the fractional rule accrual method
described in Code Section 411(b)(1)(C).  To calculate the present value of
benefits from a defined benefit plan, the Advisory Committee will use the
actuarial assumptions (interest and mortality only) prescribed by the defined
benefit plan(s) to value benefits for top heavy purposes.  If an aggregated
plan does not have a valuation date coinciding with the Determination Date,
the Advisory Committee must value the Accrued Benefits in the aggregated plan
as of the most recent valuation date falling within the twelve-month period
ending on the Determination Date, except as Code Section 416 and applicable
Treasury regulations require for the first and second plan year of a defined
benefit plan.  The Advisory Committee will calculate the top heavy ratio with
reference to the Determination Dates that fall within the same calendar year.

     DEFINITIONS.  For purposes of applying the provisions of this
Section 1.29:

          "Key Employee" means, as of any Determination Date, any Employee or
     former Employee (or Beneficiary of such Employee), who, for any Plan
     Year in the Determination Period:  (i) has Compensation in excess of 50%
     of the dollar amount prescribed in Code Section 415(b)(1)(A) (relating
     to defined benefit plans) and is an officer of the Employer; (ii) has
     Compensation in excess of the dollar amount prescribed in
     Code Section 415(c)(1)(A) (relating to defined contribution plans) and
     is one of the Employees owning the ten largest interests in the
     Employer; (iii) is a more than 5% owner of the Employer; or (iv) is a
     more than 1% owner of the Employer and has compensation of more than
     $150,000.  The constructive ownership rules of Code Section 318 (or the
     principles of that section, in the case of an unincorporated Employer)
     will apply to determine ownership in the Employer.  The number of
     officers taken into account under clause (i) will not exceed the greater
     of 3 or 10% of the total number (after application of the Code
     Section 414(q)(8) exclusions) of Employees, but no more than 50
     officers.  The Advisory Committee will make the determination of who is
     a Key Employee in accordance with Code Section 416(i)(1) and the
     regulations under that Code section.

          "Non-Key Employee" is an Employee who does not meet the definition
     of Key Employee.

          "Compensation" means Compensation as determined under Section 1.07
     (relating to the Highly Compensated Employee definition).

          "Required Aggregation Group" means:  (1) each qualified plan of the
     Employer in which at least one Key Employee participates at any time
     during the Determination Period; and (2) any other qualified plan of the
     Employer which enables a plan described in clause (1) to meet the
     requirements of Code Section 401(a)(4) or Code Section 410.

          "Permissive Aggregation Group" is the Required Aggregation Group
     plus any other qualified plans maintained by the Employer, but only if
     such group would satisfy in the aggregate the requirements of Code
     Section 401(a)(4) and Code Section 410.  The Advisory Committee will
     determine the Permissive Aggregative Group.

          "Employer" means the Employer that adopts this Plan and any related
     employers described in Section 1.27.

          "Determination Date" for any Plan Year is the Accounting Date of
     the preceding Plan Year or, in the case of the first Plan Year of the
     Plan, the Accounting Date of that Plan Year.  The "Determination Period"
     is the 5-year period ending on the Determination Date.

     PLAN MAINTAINED BY MORE THAN ONE EMPLOYER.  If more than one Employer
maintains this Plan, then for purposes of determining Service and Hours of
Service, the Advisory Committee will treat all Employers maintaining this
Plan as a single employer.

     PLAN ALLOCATIONS.  The Advisory Committee and the Trustee will account
separately for each Employer's contributions under the Plan.  In this
respect, the Advisory Committee will allocate each Employer's contributions
to the Trustee for a Plan Year, in accordance with Article III, to the
Accounts of those Participants actually employed by that Employer during the
Plan Year.  The Advisory Committee will attribute Participant forfeitures to
the Employer or Employers that actually employed the forfeited Participant in
the year of the forfeiture.  For this purpose, Compensation will mean
Compensation paid during the Plan Year to those Participants actually
employed by that Employer during the Plan Year.

                                EMPLOYEE PARTICIPANTS

     ELIGIBILITY.  Each Employee (other than an Excluded Employee) becomes a
Participant in the Plan on the Plan Entry Date (if employed on that date)
coincident with or immediately following the later of his Employment
Commencement Date or the date he attains age 18.  Each Employee who was a
Participant in the KCSI 401(k) Plan on the day before the Effective Date and
whose Employer becomes an Employer under this Plan as of the Effective Date
continues as a Participant in the Plan on the Effective Date for all purposes
other than sharing in Employer discretionary profit sharing contributions,
and each Employee who was a Participant in the KCSI Profit Sharing Plan on
the day before the Effective Date and whose Employer becomes an Employer
under this Plan as of the Effective Date continues as a Participant in the
Plan for purposes of sharing in Employer discretionary profit sharing
contributions.  The term "Employment Commencement Date" means the date on
which the Employee first performs an Hour of Service for an Employer.

     An Employee is an Excluded Employee if he is (a) a nonresident alien who
receives no earned income (within the meaning of Code Section 911(d)(2)) from
an Employer which constitutes income from sources within the United States
(within the meaning of Code Section 861(a)(3)), or (b) a member of a
collective bargaining unit, unless the collective bargaining agreement
provides otherwise.  An Employee is a member of a collective bargaining unit
if he is included in a unit of employees covered by an agreement which the
Secretary of Labor finds to be a collective bargaining agreement between
employee representatives and one or more Employers if there is evidence that
retirement benefits were the subject of good faith bargaining between such
employee representatives and such Employer or Employers.  The term "employee
representatives" does not include an organization more than one half the
members of which are owners, officers or executives of the Employer.

     If a Participant has not incurred a Separation from Service but becomes
an Excluded Employee, then during the period such a Participant is an
Excluded Employee, the Advisory Committee will limit that Participant's
sharing in the allocation of Employer contributions and Participant
forfeitures, if any, under the Plan by disregarding his Compensation paid by
the Employer for services rendered in his capacity as an Excluded Employee.
However, during such period of exclusion, the Participant, without regard to
employment classification, continues to receive credit for vesting under
Article V for each included Year of Service and the Participant's Account
continues to share fully in Trust Fund allocations under Section 15.05.

     If an Excluded Employee who is not a Participant becomes eligible to
participate in the Plan by reason of a change in employment classification,
he will participate in the Plan immediately if he has satisfied the
eligibility conditions of Section 2.01 and would have been a Participant had
he not been an Excluded Employee during his period of Service.  Furthermore,
the Plan takes into account all of the Participant's included Years of
Service with the Employer as an Excluded Employee for purposes of vesting
credit under Article V.

     A Leased Employee who performs services for the Employer pursuant to a
contract or agreement which provides that the person is a Leased Employee
will not become eligible to participate in this Plan merely by reason of a
determination that the person is a common-law employee of the Employer,
unless and until the Employer changes the employment classification of such
person.  If a Leased Employee who is not a Participant becomes eligible to
participate in the Plan by reason of a change in employment classification,
he will participate in the Plan immediately if he has satisfied the
eligibility conditions of Section 2.01 and would have been a Participant had
he not been a Leased Employee during his period of Service.  Furthermore, the
Plan takes into account all of the Participant's included Years of Service
with the Employer as a Leased Employee for purposes of vesting credit under
Article V.

     YEAR OF SERVICE - PARTICIPATION.  For purposes of an Employee's
participation in the Plan under Section 2.01, the Plan does not apply any
minimum Hour of Service requirement.  The Plan does not require an Employee
who terminates employment to establish a new Employment Commencement Date if
re-employed by the Employer.

     BREAK IN SERVICE - PARTICIPATION.  For purposes of participation in the
Plan, the Plan does not apply any Break in Service rule.

     PARTICIPATION UPON REEMPLOYMENT.  A Participant whose employment
terminates reenters the Plan as a Participant on the date of his
reemployment.  An Employee who satisfies the Plan's eligibility conditions
but who terminates employment prior to becoming a Participant becomes a
Participant in the Plan on the later of the Plan Entry Date on which he would
have entered the Plan had he not terminated employment or the date of his
reemployment.  Any Employee who terminates employment prior to satisfying the
Plan's eligibility conditions becomes a Participant in accordance with the
provisions of Section 2.01.

                     EMPLOYER CONTRIBUTIONS AND FORFEITURES

PART 1.     AMOUNT OF EMPLOYER CONTRIBUTIONS AND PLAN ALLOCATIONS:
            -----------------------------------------------------
SECTIONS 3.01 THROUGH 3.06.
--------------------------
     AMOUNT.
     ------

     CONTRIBUTION FORMULA.  For each Plan Year, the Employer shall contribute
to the Trust the following amounts:

               DEFERRAL CONTRIBUTIONS.  The amount by which the Participants
          have elected to reduce their Compensation (as defined in Section
          1.10 after modification by Section 12.01) for the Plan Year under
          their salary reduction agreements on file with the Advisory
          Committee.

               EMPLOYER MATCHING CONTRIBUTIONS.  An amount equal to 100% of
          each Participant's eligible contributions.  The Employer will
          determine the amount of its matching contributions by disregarding
          Participants not entitled to an allocation of matching
          contributions.  The Employer, in its sole discretion, may designate
          all or any portion of its matching contribution as a qualified
          matching contribution at the time it makes the contribution.

               DISCRETIONARY SAVINGS CONTRIBUTIONS.  The additional amount
          the Employer may from time to time deem advisable and designates as
          a discretionary savings contribution.  The Employer, in its sole
          discretion, may further designate all or any portion of its
          discretionary savings contribution as a qualified nonelective
          contribution at the time it makes the contribution.

               DISCRETIONARY PROFIT SHARING CONTRIBUTIONS.  The additional
          amount the Employer may from time to time deem advisable and
          designates as a discretionary profit sharing contribution.
          Participants in the Janus Capital Corporation Profit Sharing Plan
          shall not share in Employer discretionary profit sharing
          contributions under this Plan.

     The Employer shall make its contribution under the Plan irrespective of
whether it has net profits.  Although the Employer may contribute to this
Plan irrespective of whether it has net profits, the Employer intends this
plan to be a profit sharing plan for all purposes under the Code.  The
Employer shall not make a contribution to the Trust for any Plan Year to the
extent the contribution would exceed the Participants' "Maximum Permissible
Amount" under Section 3.08.

     ELIGIBLE CONTRIBUTIONS.  Under the matching contribution formula, a
Participant's "eligible contributions" are the deferral contributions
allocated to the Participant not in excess of 3% of the Participant's
Compensation (as defined in Section 1.10 after modification by Section 12.01)
for the Plan Year.  Eligible contributions do not include deferral
contributions that are excess deferrals under Section 12.03.  For this
purpose:  (a) excess deferrals relate first to deferral contributions for the
Plan Year not otherwise eligible for a matching contribution; and (b) if the
Plan Year is not a calendar year, the excess deferrals for a Plan Year are
the last deferrals made for a calendar year.

     RETURN OF CONTRIBUTIONS.  The Employer contributes to this Plan on the
condition its contribution is not due to a mistake of fact and the Internal
Revenue Service will not disallow the deduction for its contribution.  The
Trustee, upon written request from the Employer, must return to the Employer
the amount of the Employer's contribution made by the Employer by mistake of
fact or the amount of the Employer's contribution disallowed as a deduction
under Code Section 404.  The Trustee will not return any portion of the
Employer's contribution under the provisions of this paragraph more than one
year after:

          (a)  The Employer made the contribution by mistake of fact; or

          (b)  The disallowance of the contribution as a deduction, and then
only to the extent of the disallowance.

     The Trustee will not increase the amount of the Employer contribution
returnable under this Section 3.01 for any earnings attributable to the
contribution, but the Trustee will decrease the Employer contribution
returnable for any losses attributable to it.  The Trustee may require the
Employer to furnish it whatever evidence the Trustee deems necessary to
enable the Trustee to confirm the amount the Employer has requested be
returned is properly returnable under ERISA.

     DETERMINATION OF CONTRIBUTION.  The Employer, from its records,
determines the amount of any contributions to be made by it to the Trust
under the terms of the Plan.

     TIME OF PAYMENT OF CONTRIBUTION.  The Employer may pay its contribution
for each Plan Year in one or more installments without interest.  The
Employer must make its contribution to the Trust within the time prescribed
by the Code or applicable Treasury regulations.  The Employer must make
deferral contributions to the Trust, to the extent made pursuant to salary
reduction agreements, within an administratively reasonable period of time
after withholding the corresponding Compensation from the Participant.  The
Employer also must make deferral contributions and qualified nonelective
contributions no later than the time prescribed by the Code or by Treasury
regulations.  Deferral contributions are Employer contributions for all
purposes under this Plan, except to the extent the Code or Treasury
regulations prohibit the use of these contributions to satisfy the
qualification requirements of the Code.

     CONTRIBUTION ALLOCATION.
     -----------------------

     METHOD OF ALLOCATION.  To make allocations under the Plan, the Advisory
Committee must establish a Deferral Contributions Account, a Regular Matching
Contributions Account, a Qualified Matching Contributions Account, a
Qualified Nonelective Contributions Account, a Savings Contribution Account
and a Profit Sharing Contributions Account for each Participant.

     DEFERRAL CONTRIBUTIONS.  The Advisory Committee will allocate to each
Participant's Deferral Contributions Account the deferral contributions the
Employer makes to the Trust on behalf of the Participant.  The Advisory
Committee will make this allocation as of each date during the Plan Year on
which such Participant is paid.

     MATCHING CONTRIBUTIONS.  The Employer, at the time of contribution, must
designate which portion, if any, of its matching contribution is allocable to
the Qualified Matching Contributions Accounts and which part, if any, is
allocable to the Regular Matching Contributions Accounts.  The Advisory
Committee will allocate the matching contributions to the Regular Matching
Contributions Account of the Participant on whose behalf the Employer makes
that contribution as of the last day of the Plan Year; provided, however,
that the Advisory Committee will make tentative interim allocations of
matching contributions to the Regular Matching Contributions Account of the
Participant on whose behalf the Employer makes the contribution as of each
date during the Plan Year on which such Participant is paid, and shall make a
final allocation upon the earlier of the Participant's termination of
employment with the Employer or the last day of the Plan Year equal to the
amount of matching contribution required under Section 3.01(A) less any
interim allocations made to such Participant's Regular Matching Contributions
Account during the Plan Year.

     To the extent the Employer makes qualified matching contributions, the
Advisory Committee will allocate the qualified matching contributions to the
Qualified Matching Contributions Account of the Participant on whose behalf
the Employer makes the contribution.

     QUALIFIED NONELECTIVE CONTRIBUTIONS.  If the Employer, at the time of
contribution, designates a contribution to be a qualified nonelective
contribution for the Plan Year, the Advisory Committee will allocate that
qualified nonelective contribution to the Qualified Nonelective Contributions
Account of each Participant in the same ratio that the Participant's
Compensation for the Plan Year bears to the total Compensation of all
Participants for the Plan Year.

     DISCRETIONARY SAVINGS CONTRIBUTIONS. Subject to Section 3.04(B) and any
restoration allocation required under Section 5.04, the Advisory Committee
will allocate and credit each annual Employer discretionary savings
contribution if any, other than discretionary savings contributions which, at
the time of contribution, the Employer designates as qualified nonelective
contributions, to the Savings Contributions Account of each Participant in
the same ratio that each Participant's Compensation for the Plan Year bears
to the total Compensation of all Participants for the Plan Year.

     DISCRETIONARY PROFIT SHARING CONTRIBUTIONS.  Subject to Section 3.04(B)
and any restoration allocation required under Section 5.04, the Advisory
Committee will allocate and credit each annual Employer discretionary profit
sharing contribution, if any, to the Profit Sharing Contributions Account of
each Participant who is eligible to share in discretionary profit sharing
contributions and who satisfies the conditions of Section 3.06 in the same
ratio that each such Participant's Compensation for the Plan Year bears to
the total Compensation of all such Participants for the Plan Year.  Each
Participant's Profit Sharing Contributions Account shall consist of two
sub-accounts, (i) the Participant's Pre-2000 Profit Sharing Contributions
Account, to which shall be credited discretionary profit sharing
contributions that are allocated with respect to Plan Years commencing before
January 1, 2000, together with earnings thereon, and (ii) the Participant's
Post-1999 Profit Sharing Contributions Account, to which shall be credited
discretionary profit sharing contributions that are allocated with respect to
Plan Years commencing after December 31, 1999, together with earnings
thereon.

     TOP HEAVY MINIMUM ALLOCATION.

          MINIMUM ALLOCATION.  If the Plan is top heavy in any Plan Year:

          (a)  Each Non-Key Employee (as defined in Section 1.29) who is a
     Participant and is employed by the Employer on the last day of the Plan
     Year will receive a top heavy minimum allocation for that Plan Year and

          (b)  The top heavy minimum allocation is the lesser of 3% of the
     Non-Key Employee's Compensation for the Plan Year or the highest
     contribution rate for the Plan Year made on behalf of any Key Employee
     (as defined in section 1.29).  However, if a defined benefit plan
     maintained by the Employer which benefits a Key Employee depends on this
     Plan to satisfy the antidiscrimination rules of Code Section 401(a)(4)
     or the coverage rules of Code Section 410 (or another plan benefiting
     the Key Employee so depends on such defined benefit plan), the top heavy
     minimum allocation is 3% of the Non-Key Employee's Compensation
     regardless of the contribution rate for the Key Employees.

          (c)  For purposes of this Section 3.04(B), the term "Participant"
     includes any employee otherwise eligible to participate in the Plan but
     who is not a Participant because of his failure to make elective
     deferrals under a Code Section 401(k) arrangement or because of his
     failure to make mandatory employee contributions.  For purposes of
     clause (b), "Compensation" means Compensation as defined in
     Section 1.10, disregarding Elective Contributions and any exclusions
     from Compensation.  For purposes of this Section 3.04(B), a
     Participant's contribution rate is the sum of Employer contributions
     (not including Employer contributions to Social Security) and
     forfeitures allocated to the Participant's Account for the Plan Year
     divided by his Compensation for the entire Plan Year.  However, for Plan
     Years beginning after December 31, 1988, a Non-Key Employee's
     contribution rate does not include any Elective Contributions under a
     Code Section 401(k) arrangement nor any Employer matching contributions
     necessary to satisfy the nondiscrimination requirements of Code Section
     401(k) or of Code Section 401(m).  To determine a Participant's
     contribution rate, the Advisory Committee must treat all qualified top
     heavy defined contribution plans maintained by the Employer (or by any
     related Employers described in Section 1.27) as a single Plan.

          METHOD OF COMPLIANCE.  The Plan will satisfy the top heavy minimum
     allocation in accordance with this Section 3.04(B)(2).  The Advisory
     Committee first will allocate the Employer contributions (and
     Participant forfeitures, if any) for the Plan Year in accordance with
     the allocation formula under Section 3.04(A).  The Employer then will
     contribute an additional amount for the Account of any Participant who
     is entitled under this Section 3.04(B) to a top heavy minimum allocation
     and whose contribution rate for the Plan Year is less than the top heavy
     minimum allocation.  The additional amount is the amount necessary to
     increase the Participant's contribution rate to the top heavy minimum
     allocation.  The Advisory Committee will allocate the additional
     contribution to the Account of the Participant on whose behalf the
     Employer makes the contribution.

     FORFEITURE ALLOCATION.  The amount of a Participant's Accrued Benefit
forfeited under the Plan is a Participant forfeiture.  Subject to any
restoration allocation required under Section 5.04 or 9.12 and the special
forfeiture allocation for certain excess aggregate contributions described in
Section 12.05, the Advisory Committee will allocate (i) the amount of a
Participant's Regular Matching Contributions Account and Savings
Contributions Account forfeited under the Plan in accordance with
Section 3.04 to reduce the Employer matching contributions for the Plan Year
in which the forfeiture occurs and, if necessary, to reduce Employer matching
contributions in subsequent Plan Years, and (ii) the amount of a
Participant's Profit Sharing Contributions Account forfeited under the Plan
in accordance with Section 3.04, as an Employer discretionary profit sharing
contribution for the Plan Year in which the forfeiture occurs, as if the
Participant forfeiture were an additional Employer discretionary profit
sharing contribution for that Plan Year.  The Advisory Committee will
continue to hold the undistributed, non-vested portion of a terminated
Participant's Accrued Benefit in his Account solely for his benefit until a
forfeiture occurs at the time specified in Section 5.09 or, if applicable,
until the time specified in Section 9.12.  Except as provided under
Section 5.04, a Participant will not share in the allocation of a forfeiture
of any portion of his Accrued Benefit.

     FORFEITURE OF CERTAIN MATCHING CONTRIBUTIONS.  A Participant will
forfeit any matching contributions allocated with respect to excess
deferrals, excess contributions or excess aggregate contributions, as
determined under Article XII.  The Advisory Committee will allocate these
forfeited amounts in accordance with this Section 3.05.

     ACCRUAL OF BENEFIT.  The Advisory Committee will determine the accrual
of benefit (Employer contributions and Participant forfeitures) on the basis
of the Plan Year, except as provided in Section 3.04.

    COMPENSATION TAKEN INTO ACCOUNT.  In allocating an Employer qualified
nonelective contribution or an Employer discretionary savings or profit
sharing contribution to a Participant's Account, the Advisory Committee,
except for purposes of determining the top heavy minimum contribution under
Section 3.04(B), will take into account only the Compensation determined for
the portion of the Plan Year in which the Employee is actually a Participant.

     HOURS OF SERVICE REQUIREMENT.  A Participant will share in the
allocation of Employer deferral contributions, matching contributions and
discretionary savings contributions, and Participant forfeitures thereof, if
any, for a Plan Year without regard to any Hours of Service requirement for
that Plan Year.  Subject to the top-heavy minimum allocation requirement of
Section 3.04(B), a Participant will not share in the allocation of Employer
discretionary profit sharing contributions if the Participant does not
complete a minimum of 1,000 Hours of Service during the Plan Year, unless the
Participant terminates employment during the Plan Year because of death or
Disability or because of the attainment of Normal Retirement Age in the
current Plan Year or in a prior Plan Year.

     EMPLOYMENT REQUIREMENT.  A Participant will share in the allocation of
Employer contributions and Participant forfeitures, if any, for a Plan Year
without regard to whether he is employed by the Employer on the Accounting
Date of that Plan Year.

Part 2.  LIMITATIONS ON ALLOCATION:  SECTIONS 3.07 AND 3.08.
         --------------------------------------------------

     LIMITATIONS ON ALLOCATIONS TO PARTICIPANTS' ACCOUNTS.  The amount of
Annual Additions which the Advisory Committee may allocate under this Plan on
a Participant's behalf for a Limitation Year may not exceed the Maximum
Permissible Amount.  If the amount the Employer otherwise would contribute to
the Participant's Account would cause the Annual Additions for the Limitation
Year to exceed the Maximum Permissible Amount, the Employer will reduce the
amount of its contribution so the Annual Additions for the Limitation Year
will equal the Maximum Permissible Amount.  If an allocation of Employer
contributions, pursuant to Section 3.04, would result in an Excess Amount
(other than an Excess Amount resulting from the circumstances described in
Section 3.07(B)) to the Participant's Account, the Advisory Committee will
reallocate the Excess Amount to the remaining Participants who are eligible
for an allocation of Employer contributions for the Plan Year in which the
Limitation Year ends.  The Advisory Committee will make this reallocation on
the basis of the allocation method under the Plan as if the Participant whose
Account otherwise would receive the Excess Amount is not eligible for an
allocation of Employer contributions.

     ESTIMATION OF COMPENSATION.  Prior to the determination of the
Participant's actual Compensation for a Limitation Year, the Advisory
Committee may determine the Maximum Permissible Amount on the basis of the
Participant's estimated annual Compensation for such Limitation Year.  The
Advisory Committee must make this determination on a reasonable and uniform
basis for all Participants similarly situated.  The Advisory Committee must
reduce any Employer contributions (including any allocation of forfeitures)
based on estimated annual Compensation by any Excess Amount carried over from
prior years.  As soon as is administratively feasible after the end of the
Limitation Year, the Advisory Committee will determine the Maximum
Permissible Amount for such Limitation Year on the basis of the Participant's
actual Compensation for such Limitation Year.

     DISPOSITION OF EXCESS AMOUNT.  If, as a result of a reasonable error in
determining the amount of elective deferrals an Employee may make without
violating the limitations of Part 2 of Article III, an Excess Amount results,
the Advisory Committee will return the Excess Amount (as adjusted for
allocable income) attributable to the elective deferrals.  The Advisory
Committee will make this distribution before making any of the corrective
distributions in the remaining paragraphs of this Section 3.07(B).  The
Advisory Committee will disregard any elective deferrals returned under this
paragraph for purposes of Article XII.

     If, because of a reasonable error in estimating Compensation, or because
of the allocation of forfeitures, there is an Excess Amount with respect to a
Participant for a Limitation Year, the Advisory Committee will dispose of
such Excess Amount as follows:

          (a)  The Advisory Committee will return any nondeductible voluntary
     Employee contributions to the Participant to the extent that the return
     would reduce the Excess Amount.

          If, after the application of paragraph (a), an Excess Amount still
     exists, and the Plan covers the Participant at the end of the Limitation
     Year, then the Advisory Committee will use the Excess Amount(s) to
     reduce future Employer contributions (including any allocation of
     forfeitures) under the Plan for the next Limitation Year and for each
     succeeding Limitation Year, as is necessary, for the Participant.

          If, after the application of paragraph (a), an Excess Amount still
     exists, and the Plan does not cover the Participant at the end of the
     Limitation Year, then the Advisory Committee will hold the Excess Amount
     unallocated in a suspense account.  The Advisory Committee will apply
     the suspense account to reduce Employer Contributions (including
     allocation of forfeitures) for all remaining Participants in the next
     Limitation Year, and in each succeeding Limitation Year if necessary.

          Except as provided in paragraph (a), the Advisory Committee will
      not distribute any Excess Amount(s) to Participants or to former
      Participants.

     (C)  MORE THAN ONE PLAN.  If the Advisory Committee allocated an Excess
Amount to a Participant's Account on an allocation date of this Plan which
coincides with an allocation date of another defined contribution plan
maintained by the Employer, the Advisory Committee will attribute the Excess
Amount allocated as of such date to the profit sharing plan component of this
Plan or, in the case of a Participant who does not participate in the profit
sharing plan component of this Plan but who participates in the Janus Capital
Corporation Profit Sharing Plan ("Janus Profit Sharing Plan"), then to the
Janus Profit Sharing Plan.  If an Excess Amount remains, it will then be
attributed to the Stilwell Financial, Inc. Employee Stock Ownership Plan, and
then, if necessary, to the 401(k) plan component of this Plan.

     DEFINED BENEFIT PLAN LIMITATION.  If the Participant presently
participates, or has ever participated, under a defined benefit plan
maintained by the Employer, then the sum of the defined benefit plan fraction
and the defined contribution plan fraction for the Participant for that
Limitation Year must not exceed 1.0.  To the extent necessary to satisfy this
limitation, the Employer will reduce its contribution or allocation on behalf
of the Participant to the defined contribution plan under which the
Participant participates and then, if necessary, the Participant's projected
annual benefit under the defined benefit plan under which the Participant
participates.

     DEFINITIONS - ARTICLE III.  For purposes of Article III, the following
terms mean:

          "Annual Addition" - The sum of the following amounts allocated on
     behalf of a Participant for a Limitation Year:  (i) all Employer
     contributions; (ii) all forfeitures; and (iii) all Employee
     contributions.  Except to the extent provided in Treasury Regulations,
     Annual Additions include excess contributions described in Code Section
     401(k), excess aggregate contributions described in Code Section 401(m)
     and excess deferrals described in Code Section 402(g), irrespective of
     whether the Plan distributes or forfeits such excess amounts.  Annual
     Additions also include Excess Amounts re-applied to reduce Employer
     contributions under Section 3.07.  Amounts allocated after March 31,
     1984, to an individual medical account (as defined in Code Section
     415(1)(2)) included as part of a defined benefit plan maintained by the
     Employer are Annual Additions.  Furthermore, Annual Additions include
     contributions paid or accrued after December 31, 1985, for taxable years
     ending after December 31, 1985, attributable to post-retirement medical
     benefits allocated to the separate account of a key employee (as defined
     in Code Section 419A(d)(3)) under a welfare benefit fund (as defined in
     Code Section 419(e)) maintained by the Employer, but only for purposes
     of the dollar limitation applicable to the Maximum Permissible Amount.

          "Compensation" - For purposes of applying the limitations of Part 2
     of this Article III, "Compensation" means Compensation as defined in
     Section 1.10, disregarding any exclusions from Compensation and
     disregarding Elective Contributions with respect to Plan Years
     commencing before January 1, 1998, but including Elective Contributions
     for Plan Years commencing after December 31, 1997.

          "Maximum Permissible Amount" - The lesser of (i) $30,000, or
     (ii) 25% of the Participant's Compensation for the Limitation Year.  If
     there is a short Limitation Year because of a change in Limitation Year,
     the Advisory Committee will multiply the $30,000 (or adjusted)
     limitation by the following fraction:

                 Number of months in the short Limitation Year
                 ---------------------------------------------
                                      12
          "Employer" - The Employer that adopts this Plan and any related
     employers described in Section 1.27.  Solely for purposes of applying
     the limitations of Part 2 of this Article III, the Advisory Committee
     will determine related employers described in Section 1.27 by modifying
     Code Section 414(b) and (c) in accordance with Code Section 415(h).

          "Excess  Amount" - The excess of the Participant's Annual Additions
     for the Limitation Year over the Maximum Permissible Amount.

          "Limitation Year" - The Plan Year.  If the Employer amends the
     Limitation Year to a different 12 consecutive month period, the new
     Limitation Year must begin on a date within the Limitation Year for
     which the Employer makes the amendment, creating a short Limitation
     Year.

          "Defined contribution plan" - A retirement plan which provides for
     an individual account for each participant and for benefits based solely
     on the amount contributed to the participant's account, and any income,
     expenses, gains and losses, and any forfeitures of accounts of other
     participants which the plan may allocate to such participant's account.
     The Advisory Committee must treat all defined contribution plans
     (whether or not terminated) maintained by the Employer as a single plan.
     For purposes of the limitations of part 2 of this Article III, the
     Advisory Committee will treat employee contributions made to a defined
     benefit plan maintained by the Employer as a separate defined
     contribution plan.  The Advisory Committee also will treat as a defined
     contribution plan an individual medical account (as defined in Code
     Sectopm 415(l)(2)) included as part of a defined benefit plan maintained
     by the Employer and, for taxable years ending after December 31, 1985, a
     welfare benefit fund under Code Section 419(e) maintained by the
     Employer to the extent there are post-retirement medical benefits
     allocated to the separate account of a key employee (as defined in Code
     Section 419A(d)(3)).

          "Defined benefit plan" - A retirement plan which does not provide
     for individual accounts for Employer contributions.  The Advisory
     Committee must treat all defined benefit plans (whether or not
     terminated) maintained by the Employer as a single plan.

          "Defined benefit plan fraction"

           Projected annual benefit of the Participant under the
                          defined benefit plan(s)
              -----------------------------------------------
           The lesser of (i) 125% (subject to the "100% limitation"
             in paragraph (k)) of the dollar limitation in effect
           under Code Section 415(b)(1)(A) for the Limitation Year,
            or (ii) 140% of the Participant's average Compensation
                 for his high 3 consecutive Years of Service

          To determine the denominator of this fraction, the Advisory
     Committee will make any adjustment required under Code Section 415(b)
     and will determine a Year of Service as a Plan Year in which the
     Employee completed at least 1,000 Hours of Service.  The "projected
     annual benefit" is the annual retirement benefit (adjusted to an
     actuarially equivalent straight life annuity if the plan expresses such
     benefit in a form other than a straight life annuity or qualified joint
     and survivor annuity) of the Participant under the terms of the defined
     benefit plan on the assumptions he continues employment until his normal
     retirement age (or current age, if later) as stated in the defined
     benefit plan, his compensation continues at the same rate as in effect
     in the Limitation Year under consideration until the date of his normal
     retirement age and all other relevant factors used to determine benefits
     under the defined benefit plan remain constant as of the current
     Limitation Year for all future Limitation Years.

          CURRENT ACCRUED BENEFIT.  If the Participant accrued benefits in
     one or more defined benefit plans maintained by the Employer which were
     in existence on May 5, 1986, the dollar limitation used in the
     denominator of this fraction will not be less than the Participant's
     Current Accrued Benefit.  A Participant's Current Accrued Benefit is the
     sum of the annual benefits under such defined benefit plans which the
     Participant had accrued as of the end of the 1986 Limitation Year (the
     last Limitation Year beginning before January 1, 1987), determined
     without regard to any change in the terms or conditions of the Plan made
     after May 5, 1986, and without regard to any cost of living adjustment
     occurring after May 5, 1986.  This Current Accrued Benefit rule applies
     only if the defined benefit plans individually and in the aggregate
     satisfied the requirements of Code Section 415 as in effect at the end
     of the 1986 Limitation Year.

          "Defined contribution plan fraction"

           The sum, as of the close of the Limitation Year, of the
           Annual Additions to the Participant's Account under the
                          defined contribution plan(s)
                 ---------------------------------------------
          The sum of the lesser of the following amounts determined
         for the Limitation Year and for each prior Year of Service
                with the Employer:  (i) 125% (subject to the
             "100% limitation" in paragraph (k)) of the dollar
       limitation in effect under Code Section 415(c)(1)(A) for the
             Limitation Year (determined without regard to the
          special dollar limitations for employee stock ownership
           plans), or (ii) 35% of the Participant's Compensation
                          for the Limitation Year

          For purposes of determining the defined contribution plan fraction,
     the Advisory Committee will not recompute Annual Additions in Limitation
     Years beginning prior to January 1, 1987, to treat all Employee
     contributions as Annual Additions.  If the Plan satisfied Code Section
     415 for Limitation Years beginning prior to January 1, 1987, the
     Advisory Committee will redetermine the defined contribution plan
     fraction and the defined benefit plan fraction as of the end of the 1986
     Limitation Year in accordance with this Section 3.08.  If the sum of the
     redetermined fractions exceeds 1.0, the Advisory Committee will subtract
     permanently from the numerator of the defined contribution plan fraction
     an amount equal to the product of (1) the excess of the sum of the
     fractions over 1.0, times (2) the denominator of the defined
     contribution plan fraction.  In making the adjustment, the Advisory
     Committee must disregard any accrued benefit under the defined benefit
     plan which is in excess of the Current Accrued Benefit.  This Plan
     continues any transitional rules applicable to the determination of the
     defined contribution plan fraction under the Employer's Plan as of the
     end of the 1986 Limitation Year.

          "100% limitation."  If the 100% limitation applies, the Advisory
     Committee must determine the denominator of the defined benefit plan
     fraction and the denominator of the defined contribution plan fraction
     by substituting 100% for 125%.  The 100% limitation applies only if:
     (i) the Plan's top heavy ratio exceeds 90%; or (ii) the Plan's top heavy
     ratio is greater than 60%, and the Employer does not provide extra
     minimum benefits which satisfy Code Section 416(h)(2).

                            PARTICIPANT CONTRIBUTIONS

     PARTICIPANT VOLUNTARY CONTRIBUTIONS.  The Plan does not permit or
require Participant nondeductible contributions.

     PARTICIPANT VOLUNTARY CONTRIBUTIONS - SPECIAL DISCRIMINATION TEST.
(Reserved)

     PARTICIPANT ROLLOVER CONTRIBUTIONS.  Any Participant, with the
Employer's written consent and after filing with the Trustee the form
prescribed by the Advisory Committee, may contribute cash or other property
to the Trust other than as a voluntary contribution if the contribution is a
"rollover contribution" which the Code permits an employee to transfer either
directly or indirectly from one qualified plan to another qualified plan.
Before accepting a rollover contribution, the Trustee may require an Employee
to furnish satisfactory evidence that the proposed transfer is in fact a
"rollover contribution" which the Code permits an employee to make to a
qualified plan.  A rollover contribution is not an Annual Addition under
Part 2 of Article III.

     The Advisory Committee must establish a Rollover Account for each
Participant making a rollover contribution, and allocate the rollover
contribution to the Rollover Account as of the date the rollover contribution
is received.  Except as provided in the next following paragraph, the Trustee
will invest the rollover contribution as a part of the Trust Fund.

     With respect to rollover contributions made to the KCSI Profit Sharing
Plan on or before December 31, 1995 and transferred to this Plan as of the
Effective Date, the Trustee will invest the rollover contribution in a
segregated investment Account for the Participant's sole benefit unless the
Trustee, in its sole discretion, agrees to invest the rollover contribution
as part of the Trust Fund.  The Trustee will not have any investment
responsibility with respect to a Participant's segregated Rollover Account.
The Participant, however, from time to time, may direct the Trustee in
writing as to the investment of his segregated Rollover Account in property,
or property interests of any kind, real, personal or mixed; provided,
however, the Participant may not direct the Trustee to make loans to his
Employer.  A Participant's segregated Rollover Account alone will bear any
extraordinary expenses resulting from investments made at the direction of
the Participant.  As of the Accounting Date (or other valuation date) for
each Plan Year, the Advisory Committee will allocate and credit the net
income (or net loss) from a Participant's segregated Rollover Account solely
to that Account.  The Trustee is not liable nor responsible for any loss
resulting to any Beneficiary, nor to any Participant, by reason of any sale
or investment made or other action taken pursuant to and in accordance with
the direction of the Participant.  In all other respects, the Trustee will
hold, administer and distribute a rollover contribution in the same manner as
any Employer contribution made to the Trust.

     PARTICIPANT CONTRIBUTION - FORFEITABILITY.  A Participant's Accrued
Benefit is, at all times, one hundred percent (100%) Nonforfeitable to the
extent the value of his Accrued Benefit is derived from Participant
contributions made by him to the Trust for his own benefit.

     PARTICIPANT CONTRIBUTION -WITHDRAWAL/DISTRIBUTION.  A Participant, by
giving prior written notice to the Trustee, may withdraw all or any part of
the value of his Accrued Benefit derived from his Participant contributions
described in this Article IV; provided, however, that a Participant may not
withdraw any part of his Rollover Account attributable to a Participant
rollover contribution made by him to the Trust except as provided in
Section 6.03(F).  A Participant may not exercise his right to withdraw the
value of his Accrued Benefit derived from his Participant contributions
(other than rollover contributions) more than once during any Plan Year.  The
Trustee, in accordance with the direction of the Advisory Committee, will
distribute a Participant's unwithdrawn Accrued Benefit attributable to his
Participant contributions in accordance with the provisions of Article VI
applicable to the distribution of the Participant's Nonforfeitable Accrued
Benefit.

     PARTICIPANT CONTRIBUTION - ACCRUED BENEFIT.  The Advisory Committee must
maintain, or must direct the Trustee to maintain, a separate Account(s) in
the name of each Participant to reflect the Participant's Accrued Benefit
under the Plan derived from his Participant contributions.  A Participant's
Accrued Benefit derived from his Participant contributions as of any
applicable date is the balance of his separate Participant contribution
Account(s).

                 TERMINATION OF SERVICE - PARTICIPANT VESTING

     NORMAL RETIREMENT AGE.  A Participant's Normal Retirement Age is
65 years of age.  A Participant who remains in the employ of the Employer
after attainment of Normal Retirement Age will continue to participate in
Employer contributions.  A Participant's Accrued Benefit derived from
Employer contributions is 100% Nonforfeitable upon and after his attaining
Normal Retirement Age (if employed by the Employer on or after that date).

     PARTICIPANT DISABILITY OR DEATH.  If a Participant's employment with the
Employer terminates as a result of death or disability, the Participant's
Accrued Benefit derived from Employer contributions will be 100%
Nonforfeitable.

     VESTING SCHEDULE.  A Participant's Deferral Contributions Account,
Qualified Matching Contributions Account, Qualified Nonelective Contributions
Account and Rollover Account will be one hundred percent (100%)
Nonforfeitable at all times.  Except as provided in Sections 5.01 and 5.02,
for each Year of Service, a Participant's Nonforfeitable percentage of his
Regular Matching Contributions Account, Savings Contributions Account and
Profit Sharing Contributions Account equals the percentage in the following
vesting schedule:

                                          Percent of
            Years of Service              Nonforfeitable
            With the Employer             Accrued Benefit
            -----------------             ---------------
            Less than 3                         None
            3                                    25%
            4                                    50%
            5                                   100%

     For any Plan Year for which the Plan is a top heavy Plan (as defined in
Section 1.29), the Advisory Committee will calculate a Participant's
Nonforfeitable Percentage of each of his Regular Matching Contributions
Account, Savings Contributions Account and Profit Sharing Contributions
Account under the following schedule:

                                          Percent of
      Years of Service                    Nonforfeitable
      With the Employer                   Accrued Benefit
      -----------------                   ---------------
      Less than 2         . . . . . . . . . . . None
      2       . . . . . . . . . . . . . . . . .  20%
      3         . . . . . . . . . . . . . . . .  40%
      4       . . . . . . . . . . . . . . . . .  60%
      5       . . . . . . . . . . . . . . . . . 100%

     The Advisory Committee will apply the top heavy schedule to Participants
who earn at least one Hour of Service after the top heavy schedule becomes
effective.  A shift between vesting schedules under this Section 5.03 is an
amendment to the vesting schedule and the Advisory Committee must apply the
rules of Section 7.05 accordingly.  A shift to a new vesting schedule under
this Section 5.03 is effective on the first day of the Plan Year for which
the top heavy status of the Plan changes.

     CASH-OUT DISTRIBUTIONS TO PARTIALLY-VESTED PARTICIPANTS/RESTORATION OF
FORFEITED ACCRUED BENEFIT.  If, pursuant to Article VI, a partially-vested
Participant receives a cash-out distribution before he incurs a Forfeiture
Break in Service (as defined in Section 5.08), the cash-out distribution will
result in an immediate forfeiture of the non-vested portion of the
Participant's Accrued Benefit derived from Employer contributions.  See
Section 5.09.  A partially-vested Participant is a Participant whose
Nonforfeitable Percentage determined under Section 5.03 is less than 100%.  A
cash-out distribution is a distribution of the entire present value of the
Participant's Nonforfeitable Accrued Benefit.

     RESTORATION AND CONDITIONS UPON RESTORATION.  A partially-vested
Participant who is reemployed by the Employer after receiving a cash-out
distribution of the Nonforfeitable percentage of his Accrued Benefit may
repay the Trustee the amount of the cash-out distribution attributable to
Employer contributions, unless the Participant no longer has a right to
restoration under the requirements of this Section 5.04.  If a partially-
vested Participant makes the cash-out distribution repayment, the Advisory
Committee, subject to the conditions of this paragraph (A), must restore his
Accrued Benefit attributable to Employer contributions to the same dollar
amount as the dollar amount of his Accrued Benefit on the Accounting Date, or
other valuation date, immediately preceding the date of the cash-out
distribution, unadjusted for any gains or losses occurring subsequent to that
Accounting Date, or other valuation date.  Restoration of the Participant's
Accrued Benefit includes restoration of all Code Sectioin 411(d)(6) protected
benefits with respect to that restored Accrued Benefit, in accordance with
applicable Treasury regulations.  The Advisory Committee will not restore a
reemployed Participant's Accrued Benefit under this paragraph if:

          Five (5) years have elapsed since the Participant's first
     reemployment date following the cash-out distribution; or

          The Participant incurred a Forfeiture Break in Service (as defined
     in Section 5.08).  This condition also applies if the Participant makes
     repayment within the Plan Year in which he incurs the Forfeiture Break
     in Service and that Forfeiture Break in Service would result in a
     complete forfeiture of the amount the Advisory Committee otherwise would
     restore.

     TIME AND METHOD OF RESTORATION.  If neither of the two conditions
preventing restoration of the Participant's Accrued Benefit applies, the
Advisory Committee will restore the Participant's Accrued Benefit as of the
Plan Year Accounting Date coincident with or immediately following the
repayment.  To restore the Participant's Accrued Benefit, the Advisory
Committee, to the extent necessary, will allocate to the Participant's
Account:

          First, the amount, if any, of Participant forfeitures the Advisory
     Committee would otherwise allocate under Section 3.05;

          Second, the amount, if any, of the Trust Fund net income or gain
     for the Plan Year; and

          Third, the Employer savings contribution and Employer profit
     sharing contribution for the Plan Year to the extent made under a
     discretionary formula.

     To the extent the amounts described in clauses (1), (2) and (3) are
insufficient to enable the Advisory Committee to make the required
restoration, the Employer must contribute, without regard to any requirement
or condition of Section 3.01, the additional amount necessary to enable the
Advisory Committee to make the required restoration.  If, for a particular
Plan Year, the Advisory Committee must restore the Accrued Benefit of more
than one reemployed Participant, then the Advisory Committee will make the
restoration allocation(s) to each such Participant's Account in the same
proportion that a Participant's restored amount for the Plan Year bears to
the restored amount for the Plan Year of all reemployed Participants.  The
Advisory Committee will not take into account the allocation under this
Section 5.04 in applying the limitation on allocations under Part 2 of
Article III.

     0% VESTED PARTICIPANT.  The deemed cash-out rule applies to a 0% vested
Participant.  A 0% vested Participant is a Participant whose Accrued Benefit
derived from Employer contributions is entirely forfeitable at the time of
his Separation from Service.  Under the deemed cash-out rule, the Advisory
Committee will treat the 0% vested Participant as having received a cash-out
distribution on the date of the Participant's Separation from Service or, if
the Participant's Account is entitled to an allocation of Employer
contributions for the Plan Year in which he separates from Service, on the
last day of that Plan Year.

     For purposes of applying the restoration provisions of this Section
5.04, the Advisory Committee will treat the 0% vested Participant as repaying
his cash-out "distribution" on the first date of his reemployment with the
Employer.

     SEGREGATED ACCOUNT FOR REPAID AMOUNT.  Until the Advisory Committee
restores the Participant's Accrued Benefit, as described in Section 5.04, the
Trustee will invest the cash-out amount the Participant has repaid in a
segregated Account maintained solely for that Participant.  The Trustee must
invest the amount in the Participant's segregated Account in Federally
insured interest bearing savings account(s) or time deposit(s) (or a
combination of both), or in other fixed income investments.  Until commingled
with the balance of the Trust Fund on the date the Advisory Committee
restores the Participant's Accrued Benefit, the Participant's segregated
Account remains a part of the Trust, but it alone shares in any income it
earns and it alone bears any expense or loss it incurs.  Unless the repayment
qualifies as a rollover contribution, the Advisory Committee will direct the
Trustee to repay to the Participant as soon as is administratively
practicable the full amount of the Participant's segregated Account if the
Advisory Committee determines either of the conditions of Sections 5.04(A)
prevents restoration as of the applicable Accounting Date, notwithstanding
the Participant's repayment.

     YEAR OF SERVICE - VESTING.  For purposes of vesting under Section 5.03,
Year of Service means any Plan Year during which an Employee completes not
less than 1,000 Hours of Service with the Employer.

     BREAK IN SERVICE - VESTING.  For purposes of this Article V, a
Participant incurs a "Break in Service" if during any Plan Year he does not
completed more than 500 Hours of Service with the Employer.

     INCLUDED YEARS OF SERVICE - VESTING.  For purposes of determining "Years
of Service" under Section 5.06, the Plan takes into account all Years of
Service an Employee completes with the Employer.  For the sole purpose of
determining a Participant's Nonforfeitable percentage of his Accrued Benefit
derived from Employer contributions which accrued for his benefit prior to a
Forfeiture Break in Service, the Plan disregards any Year of Service after
the Participant first incurs a Forfeiture Break in Service.  The Participant
incurs a Forfeiture Break in Service when he incurs 5 consecutive Breaks in
Service.

     FORFEITURE OCCURS.  A Participant's forfeiture, if any, of his Accrued
Benefit derived from Employer contributions occurs under the Plan on the
earlier of:

          The last day of the Plan Year in which the Participant first incurs
     a Forfeiture Break in Service; or

          The date the Participant receives a cash-out distribution.

     The Advisory Committee determines the percentage of a Participant's
Accrued Benefit forfeiture, if any, under this Section 5.09 solely by
reference to the vesting schedule of Section 5.03.  A Participant will not
forfeit any portion of his Accrued Benefit for any other reason or cause
except as expressly provided by this Section 5.09 or as provided under
Section 9.12.

                      TIME AND METHOD OF PAYMENT OF BENEFITS

     TIME OF PAYMENT OF ACCRUED BENEFIT.  Unless, pursuant to Section 6.03,
the Participant or the Beneficiary elects in writing to a different time or
method of payment, the Advisory Committee will direct the Trustee to commence
distribution of a Participant's Nonforfeitable Accrued Benefit in accordance
with this Section 6.01.  A Participant must consent, in writing, to any
distribution required under this Section 6.01 if the present value of the
Participant's Nonforfeitable Accrued Benefit, at the time of the distribution
to the Participant, exceeds $5,000 and the Participant has not attained the
later of Normal Retirement Age or age 62.  For all purposes of this
Article VI, the term "annuity starting date" means the first day of the first
period for which the Plan pays an amount as an annuity or in any other form.
Unless otherwise specified herein, (i) distributions under this Article VI,
other than from a Participant's Profit Sharing Contributions Account, shall
be made as of a distribution date, which shall be the fifteenth (15th)
business day following the end of a calendar quarter or as soon thereafter as
administratively practicable, and for purposes of making a distribution as of
a distribution date, other than from a Participant's Profit Sharing
Contributions Account, a Participant's Account shall be valued as of the
distribution valuation date corresponding to such distribution date, which
shall be the tenth (10th) business day following the end of the calendar
quarter immediately preceding such distribution date or as soon thereafter as
administratively practicable, (ii) distributions under this Article VI from a
Participant's Pre-2000 Profit Sharing Contributions Account shall be made as
of a distribution date, which shall be the fifteenth (15th) business day
following the end of a calendar quarter or as soon thereafter as
administratively practicable, and for purposes of making a distribution as of
a distribution date, a Participant's Pre-2000 Profit Sharing Contributions
Account shall be valued as of the distribution valuation date corresponding
to such distribution date, which shall be the last business day of the
calendar quarter immediately preceding such distribution date or as soon
thereafter as administratively practicable, and (iii) distributions under
this Article VI from a Participant's Post-1999 Profit Sharing Contributions
Account shall be made as of a distribution date, which shall be March 31 or
as soon thereafter as administratively practicable..

     TERMINATION OF EMPLOYMENT FOR A REASON OTHER THAN DEATH.  For a
Participant who terminates employment with the Employer for a reason other
than death, the Advisory Committee will direct the Trustee to commence
distribution of the Participant's Accrued Benefit, as follows:

          PARTICIPANT'S NONFORFEITABLE ACCRUED BENEFIT NOT EXCEEDING $5,000.
     In a lump sum, (i) with respect to distributions other than from a
     Participant's Post-1999 Profit Sharing Contributions Account, on the
     first distribution date after the Participant separates from service, or
     (ii) with respect to distributions from a Participant's Post-1999 Profit
     Sharing Contributions Account, on the first distribution date after the
     close of the Plan Year in which the Participant's Separation from
     Service occurs, but in no event later than the 60th day following the
     close of the Plan Year in which the Participant attains Normal
     Retirement Age.  With respect to distributions from a Participant's
     Post-1999 Profit Sharing Contributions Account, (i) if the Participant
     has attained Normal Retirement Age when he separates from Service, the
     distributions under this paragraph will occur no later than the 60th day
     following the close of the Plan Year in which the Participant's
     Separation from Service occurs, and (ii) in the case of a Participant
     who separates from Service between January 1 and September 30, and who
     has attained age 55 on or before the date of his Separation from
     Service, the Participant may elect to have the Trustee commence
     distributions as of the 30th day after the end of the calendar quarter in
     which his Separation from Service occurs, or as soon as administratively
     practicable thereafter.

               PARTICIPANT'S NONFORFEITABLE ACCRUED BENEFIT EXCEEDS $5,000.
     In a form and at the time elected by the Participant, pursuant to
     Section 6.03.  In the absence of an election by the Participant, the
     Advisory Committee will direct the Trustee to distribute the
     Participant's Nonforfeitable Accrued Benefit in a lump sum, on the 60th
     day following the close of the Plan Year in which the later of the
     following events occurs:  (a) the Participant attains Normal Retirement
     Age; or (b) the Participant separates from Service.

               DISABILITY.  If a Participant terminates employment because of
     Disability, his Post-1999 Profit Sharing Contributions Account will be
     distributed in a lump sum, on the first distribution date after the
     close of the Plan Year in which the Participant terminates employment
     because of Disability, subject to the notice and consent requirements of
     this Article VI and to the applicable mandatory commencement dates
     described in Paragraph (1) or in Paragraph (2).

     REQUIRED BEGINNING DATE.  If any distribution commencement date
described under Paragraph (A) of this Section 6.01, either by Plan provision
or by Participant election (or nonelection), is later than the Participant's
Required Beginning Date, the Advisory Committee instead must direct the
Trustee to make distribution under this Section 6.01 on the Participant's
Required Beginning Date.  A Participant's Required Beginning Date is the
April 1 of the calendar year following the later of (i) the calendar year in
which the Participant attains age 70 1/2, or (ii) the calendar year in which
the Participant separates from Service.  However, clause (ii) of the
preceding sentence shall not apply if the Participant is a 5% owner (as
defined in Section 1.07(a)) with respect to the Plan Year ending in the
calendar year in which he attains age 70 1/2.  A mandatory distribution at
the Participant's Required Beginning Date will be in lump sum unless the
Participant, pursuant to the provisions of this Article VI, makes a valid
election to receive an alternative form of payment.

     DEATH OF THE PARTICIPANT.  The Advisory Committee will direct the
Trustee, in accordance with this Section 6.01(C), to distribute to the
Participant's Beneficiary the Participant's Nonforfeitable Accrued Benefit
remaining in the Trust at the time of the Participant's death.  The Advisory
Committee will determine the death benefit by reducing the Participant's
Nonforfeitable Accrued Benefit by any security interest the Plan has against
that Nonforfeitable Accrued Benefit by reason of an outstanding Participant
loan.

          DECEASED PARTICIPANT'S NONFORFEITABLE ACCRUED BENEFIT DOES NOT
     EXCEED $5,000.  The Advisory Committee must direct the Trustee to pay
     the deceased Participant's Nonforfeitable Accrued Benefit in a single
     cash sum, (i) with respect to distributions other than from a
     Participant's Post-1999 Profit Sharing Contributions Account, on the
     first distribution date following the Participant's death or, if later,
     the first distribution date following the date on which the Advisory
     Committee receives notification of or otherwise confirms the
     Participant's death, or (ii) with respect to distributions from a
     Participant's Post-1999 Profit Sharing Contributions Account, as soon as
     administratively practicable following the Participant's death or, if
     later, the date on which the Advisory Committee receives notification of
     or otherwise confirms the Participant's death.

          DECEASED PARTICIPANT'S NONFORFEITABLE ACCRUED BENEFIT EXCEEDS
     $5,000.  The Advisory Committee will direct the Trustee to pay the
     deceased Participant's Nonforfeitable Accrued Benefit at the time and in
     the form elected by the Participant or, if applicable by the
     Beneficiary, as permitted under this Article VI.  In the absence of an
     election, the Advisory Committee will direct the Trustee to distribute
     the Participant's undistributed Nonforfeitable Accrued Benefit in a lump
     sum (i) with respect to distributions other than from a Participant's
     Post-1999 Profit Sharing Contributions Account, on the first
     distribution date following the date on which the Participant's death
     occurs or, if later, the first distribution date following the date the
     Advisory Committee receives notification of or otherwise confirms the
     Participant's death, or (ii) with respect to distributions from a
     Participant's Post-1999 Profit Sharing Contributions Account, on the
     first distribution date following the close of the Plan Year in which
     the Participant's death occurs or, if later, the first distribution date
     following the date the Advisory Committee receives notification of or
     otherwise confirms the Participant's death.

     If the death benefit is payable to the Participant's surviving spouse in
full, the surviving spouse, in addition to the distribution options provided
in this Section 6.01(C), may elect distribution at any time or in any form
this Article VI would permit for a Participant.

     METHOD OF PAYMENT OF ACCRUED BENEFIT.  Subject to any restrictions
prescribed by Section 6.03, a distribution to a Participant or Beneficiary
shall be in the form of a lump sum payment; provided, however, that a
Participant or Beneficiary may elect distribution from the Participant's
Profit Sharing Contributions Account under one or any combination of the
following methods:  (a) by payment in a lump sum; or (b) by payment in
monthly, quarterly or annual installments over a fixed reasonable period of
time, not exceeding the life expectancy of the Participant, or the joint life
and last survivor expectancy of the Participant and his Beneficiary.

     The distribution options permitted under this Section 6.02 with respect
to a Participant's Profit Sharing Contributions Account are available only if
the present value of the Participant's Nonforfeitable Accrued Benefit, at the
time of the distribution to the Participant, exceeds $5,000.  To facilitate
installment payments under this Article VI with respect to a Participant's
Profit Sharing Contributions Account, the Advisory Committee may direct the
Trustee to segregate all or any part of the Participant's Accrued Benefit
attributable to his Profit Sharing Contributions Account in a separate
Account.  The Trustee will invest the Participant's segregated Account in
Federally insured interest bearing savings account(s) or time deposit(s) (or
a combination of both), or in other fixed income investments.  A segregated
Account remains a part of the Trust, but it alone shares in any income it
earns, and it alone bears any expense or loss it incurs.  A Participant or
Beneficiary may elect to receive an installment distribution from the
Participant's Profit Sharing Contributions Account in the form of a
Nontransferable Annuity Contract.  Under an installment distribution, the
Participant or Beneficiary, at any time, may elect to accelerate the payment
of all, or any portion, of the Participant's unpaid Nonforfeitable Accrued
Benefit attributable to his Profit Sharing Contributions Account, subject to
the requirements of Section 6.04.

     MINIMUM DISTRIBUTION REQUIREMENTS FOR PARTICIPANTS.  The Advisory
Committee may not direct the Trustee to distribute the Participant's
Nonforfeitable Accrued Benefit, nor may the Participant elect to have the
Trustee distribute his Nonforfeitable Accrued Benefit, under a method of
payment which, as of the Required Beginning Date, does not satisfy the
minimum distribution requirements under Code Section 401(a)(9) and the
applicable Treasury regulations.  The minimum distribution for a calendar
year equals the Participant's Nonforfeitable Accrued Benefit as of the latest
valuation date preceding the beginning of the calendar year divided by the
Participant's life expectancy or, if applicable, the joint and last survivor
expectancy of the Participant and his designated Beneficiary (as determined
under Article VIII, subject to the requirements of the Code Section 401(a)(9)
regulations).  The Advisory Committee will increase the Participant's
Nonforfeitable Accrued Benefit, as determined on the relevant valuation date,
for contributions or forfeitures allocated after the valuation date and by
December 31 of the valuation calendar year, and will decrease the valuation
by distributions made after the valuation date and by December 31 of the
valuation calendar year.  For purposes of this valuation, the Advisory
Committee will treat any portion of the minimum distribution for the first
distribution calendar year made after the close of that year as a
distribution occurring in that first distribution calendar year.  In
computing a minimum distribution, the Advisory Committee must use the unisex
life expectancy multiples under Treas. Reg. Section 1.72-9.  The Advisory
Committee, only upon the Participant's written request, may compute the
minimum distribution for a calendar year subsequent to the first calendar
year for which the Plan requires a minimum distribution by redetermining the
applicable life expectancy.  However, the Advisory Committee may not
redetermine the joint life and last survivor expectancy of the Participant
and a non-spouse designated Beneficiary in a manner which takes into account
any adjustment to a life expectancy other than the Participant's life
expectancy.

     If the Participant's spouse is not his designated Beneficiary, a method
of payment to the Participant may not provide more than incidental benefits
to the Beneficiary.  For Plan Years beginning after December 31, 1988, the
Plan must satisfy the minimum distribution incidental benefit ("MDIB")
requirement in the Treasury regulations issued under Code Section 401(a)(9)
for distributions made on or after the Participant's Required Beginning Date
and before the Participant's death.  To satisfy the MDIB requirement, the
Advisory Committee will compute the minimum distribution required by this
Section 6.02(A) by substituting the applicable MDIB divisor for the
applicable life expectancy factor, if the MDIB divisor is a lesser number.
Following the Participant's death, the Advisory Committee will compute the
minimum distribution required by this Section 6.02(A) solely on the basis of
the applicable life expectancy factor and will disregard the MDIB factor.
For Plan Years beginning prior to January 1, 1989, the Plan satisfies the
incidental benefits requirement if the distributions to the Participant
satisfied the MDIB requirement or if the present value of the retirement
benefits payable solely to the Participant is greater than 50% of the present
value of the total benefits payable to the Participant and his Beneficiaries.
The Advisory Committee must determine whether benefits to the Beneficiary are
incidental as of the date the Trustee is to commence payment of the
retirement benefits to the Participant, or as of any date the Trustee
redetermines the payment period to the Participant.

     The minimum distribution for the first distribution calendar year is due
by the Participant's Required Beginning Date.  The minimum distribution for
each subsequent distribution calendar year, including the calendar year in
which the Participant's Required Beginning Date falls, is due by December 31
of that year.  If the Participant receives distribution in the form of a
Nontransferable Annuity Contract, the distribution satisfies this Section
6.02(A) if the contract complies with the requirements of Code Section
401(a)(9) and the applicable Treasury regulations.

     MINIMUM DISTRIBUTION REQUIREMENTS FOR BENEFICIARIES.  The method of
distribution to the Participant's Beneficiary must satisfy Code Section
401(a)(9) and the applicable Treasury regulations.  If the Participant's
death occurs after his Required Beginning Date, the method of payment to the
Beneficiary must provide for completion of payment over a period which does
not exceed the payment period which had commenced for the Participant.  If
the Participant's death occurs prior to his Required Beginning Date, the
method of payment to the Beneficiary, must provide for completion of payment
to the Beneficiary over a period not exceeding:  (i) 5 years after the date
of the Participant's death; or (ii) if the Beneficiary is a designated
Beneficiary, the designated Beneficiary's life expectancy.  The Advisory
Committee may not direct payment of the Participant's Nonforfeitable Accrued
Benefit over a period described in clause (ii) unless the Trustee will
commence payment to the designated Beneficiary no later than the December 31
following the close of the calendar year in which the Participant's death
occurred or, if later, and the designated Beneficiary is the Participant's
surviving spouse, December 31 of the calendar year in which the Participant
would have attained age 70 1/2.  If the Trustee will make distribution in
accordance with clause (ii), the minimum distribution for a calendar year
equals the Participant's Nonforfeitable Accrued Benefit as of the latest
valuation date preceding the beginning of the calendar year divided by the
designated Beneficiary's life expectancy.  The Advisory Committee must use
the unisex life expectancy multiples under Treas. Reg. Section 1.72-9 for
purposes of applying this paragraph.  The Advisory Committee, only upon the
written request of the Participant or of the Participant's surviving spouse,
may recalculate the life expectancy of the Participant's surviving spouse not
more frequently than annually but may not recalculate the life expectancy of
a non-spouse designated Beneficiary after the Trustee commenced payment to
the designated Beneficiary.  The Advisory Committee will apply this paragraph
by treating any amount paid to the Participant's child, which becomes payable
to the Participant's surviving spouse upon the child's attaining the age of
majority, as paid to the Participant's surviving spouse.  Upon the
Beneficiary's written request, the Advisory Committee must direct the Trustee
to accelerate payment of all, or any portion, of the Participant's unpaid
Accrued Benefit, as soon as administratively practicable following the
effective date of that request.

     BENEFIT PAYMENT ELECTIONS.  Not earlier than 90 days before nor later
than 30 days before the Participant's annuity starting date, the Plan
Administrator must provide a benefit notice to a Participant who is eligible
to make an election under this Section 6.03.  The benefit notice must explain
the optional forms of benefit in the Plan, including the material features
and relative values of those options, and the Participant's right to defer
distribution until he attains the later of Normal Retirement Age or age 62.

     A distribution may commence less than 30 days after the benefit notice
is given, provided that:

          the Plan Administrator clearly informs the Participant that the
     Participant has a right to a period of at least 30 days after receiving
     the notice to consider the decision of whether or not to elect a
     distribution (and, if applicable, a particular distribution option), and

          the Participant, after receiving the notice, affirmatively elects a
     distribution.

     If a Participant or Beneficiary makes an election prescribed by this
Section 6.03, the Advisory Committee will direct the Trustee to distribute
the Participant's Nonforfeitable Accrued Benefit in accordance with that
election.  Any election under this Section 6.03 is subject to the
requirements of Section 6.02.  The Participant or Beneficiary must make an
election under this Section 6.03 by filing his election form with the
Advisory Committee at any time before the Trustee otherwise would commence to
pay a Participant's Accrued Benefit in accordance with the requirements of
Article VI.

     (A)  PARTICIPANT ELECTIONS AFTER TERMINATION OF EMPLOYMENT.  If the
present value of a Participant's Nonforfeitable Accrued Benefit exceeds
$5,000, he may elect to have the Trustee commence distribution as of any
distribution date, but not earlier than the first distribution date after
(i) with respect to distributions other than from a Participant's Post-1999
Profit Sharing Contributions Account, the Participant's Separation from
Service, or (ii) with respect to distributions from a Participant's Post-1999
Profit Sharing Contributions Account, the close of the Plan Year in which the
Participant's Separation from Service occurs.  The Participant may reconsider
an election at any time prior to the annuity starting date and elect to
commence distribution as of any other distribution date, but not earlier than
the date described in the first sentence of this Paragraph (A).  With respect
to distributions from a Participant's Post-1999 Profit Sharing Contributions
Account, in the case of a Participant who separates from Service between
January 1 and September 30, and who has attained age 55 on or before the date
of his Separation from Service, the Participant, in addition to the benefit
payment elections provided for in the first two sentences of this
Paragraph (A), shall have the right to elect to have the Trustee commence
distributions as of the 30th day after the end of the calendar quarter in
which his Separation from Service occurs, or as soon as administratively
practicable thereafter.  A Participant who has separated from Service may
elect distribution as of any distribution date following his attainment of
Normal Retirement Age, irrespective of the restrictions otherwise applicable
under this Section 6.03(A).  If the Participant is partially-vested in his
Accrued Benefit, an election under this Paragraph (A) to distribute prior to
the Participant's incurring a Forfeiture Break in Service (as defined in
Section 5.08), must be in the form of a cash-out distribution (as defined in
Article V).  A Participant may not receive a cash-out distribution if, prior
to the time the Trustee actually makes the cash out distribution, the
Participant returns to employment with the Employer.

     PARTICIPANT ELECTIONS PRIOR TO TERMINATION OF EMPLOYMENT.

          DISTRIBUTION.  After a Participant (1) attains Normal Retirement
     Age or (2) attains age 59-1/2 and has at least five Years of Service,
     the Participant, until he retires, has a continuing election to receive
     all or any portion of his Accrued Benefit attributable to his Regular
     Matching Contributions Account, Employer Savings Contributions Account
     and Rollover Account.  After a Participant attains Normal Retirement
     Age, the Participant, until he retires, has a continuing election to
     receive all or any portion of his Accrued Benefit attributable to his
     Profit Sharing Contributions Account.  A Participant must make an
     election under this Section 6.03(B)(1) on a form prescribed by the
     Advisory Committee at any time during the Plan Year for which his
     election is to be effective.  In his written election, the Participant
     must specify the percentage or dollar amount he wishes the Trustee to
     distribute to him.  The Participant's election relates solely to the
     percentage or dollar amount specified in his election form and his right
     to elect to receive an amount, if any, for a particular Plan Year
     greater than the dollar amount or percentage specified in his election
     form terminates on the Accounting Date.  The Trustee must make a
     distribution to a Participant in accordance with his election under this
     Section 6.03(B)(1) within the 90-day period (or as soon as
     administratively practicable) after the Participant files his written
     election with the Trustee.

          DIRECT ROLLOVER.  For purposes of this Section 6.03(B)(2), the
     terms "eligible retirement plan," "direct rollover" and "eligible
     rollover distribution" shall have the meanings ascribed to them in
     Section 6.08.  Any Participant who has attained 59-1/2 and has at least
     five Years of Service, until he retires, has a continuing election to
     direct the Trustee to pay directly to an eligible retirement plan
     specified by the Participant in a direct rollover all or any portion,
     with a minimum portion of 20%, of his Nonforfeitable Accrued Benefit
     attributable to his Profit Sharing Contributions Account, provided that
     the payment is an eligible rollover distribution.  A Participant may
     make an election under this Section 6.03(B)(2) on a form prescribed by
     the Advisory Committee at any time during the Plan Year for which his
     election is to be effective.  In his written election, the Participant
     must specify the percentage or dollar amount he wishes the Trustee to
     distribute.  The Participant's election relates solely to the percentage
     or dollar amount specified in his election form and his right to elect
     to have directly rolled over an amount, if any, for a particular Plan
     Year greater than the dollar amount or percentage specified in his
     election form terminates on the Accounting Date.  The Trustee must pay
     the amount specified by the participant in a direct rollover in
     accordance with the Participant's election under this paragraph within
     the 90 day period (or as soon as administratively practicable) after the
     Participant files his written election with the Trustee.

The Trustee will distribute the balance of the Participant's Accrued Benefit
not distributed under this Section 6.03(B) in accordance with the other
distribution provisions of this Plan.

     DEATH BENEFIT ELECTIONS.  If the present value of the deceased
Participant's Nonforfeitable Accrued Benefit exceeds $5,000, the
Participant's Beneficiary may elect to have the Trustee distribute the
Participant's Nonforfeitable Accrued Benefit in a form and within a period
permitted under Section 6.02.  The Beneficiary's election is subject to any
restrictions designated in writing by the Participant and not revoked as of
his date of death.

     TRANSITIONAL ELECTIONS.  Notwithstanding the provisions of Section 6.01
and 6.02, if the Participant (or Beneficiary) signed a written distribution
designation prior to January 1, 1984 respecting his Accrued Benefit under a
KCSI Plan and such Accrued Benefit was transferred to this Plan as of the
Effective Date, the Advisory Committee must distribute the Participant's
Nonforfeitable Accrued Benefit in accordance with that designation.  This
Section 6.03(D) does not apply to a pre-1984 distribution designation, and
the Advisory Committee will not comply with that designation if any of the
following applies:  (1) the method of distribution would have disqualified
the KCSI Plan under Code Section 401(a)(9) as in effect on December 31, 1983;
(2) the Participant did not have an Accrued Benefit under the KCSI Plan as of
December 31, 1983; (3) the distribution designation does not specify the
timing and form of the distribution and the death Beneficiaries (in order of
priority); (4) the substitution of a Beneficiary modifies the payment period
of the distribution; or (5) the Participant (or Beneficiary) modifies or
revokes the distribution designation.  In the event of a revocation, the Plan
must distribute, no later than December 31 of the calendar year following the
year of revocation, the amount which the Participant would have received
under Section 6.02(A) if the election had not been in effect or, if the
Beneficiary revokes the election, the amount which the Beneficiary would have
received under Section 6.02(B) if the election had not been in effect.  The
Advisory Committee will apply this Section 6.03(D) to rollovers and transfers
in accordance with Part J of the Code Section 401(a)(9) regulations.

     SPECIAL DISTRIBUTIONS RULES FOR DEFERRAL CONTRIBUTIONS ACCOUNT AND
QUALIFIED ACCOUNTS.  The in-service distribution provisions in Section
6.03(B) will not apply to the Deferral Contributions Account, Qualified
Nonelective Contributions Account, and Qualified Matching Contributions
Account.  Instead, the distribution provisions in this Section 6.03(E) will
apply to withdrawals from these Accounts by a Participant prior to his
Separation from Service.  After the Participant's Separation from Service,
the provisions of this Article VI other than this Section 6.03(E) will apply
to the distribution of the Participant's entire Accrued Benefit.  If the
Employer sells substantially all of the assets (within the meaning of Code
Section 409(d)(2)) used in a trade or business or sells a subsidiary (within
the meaning of Code Section 409(d)(3)), a Participant who continues
employment with the acquiring corporation is eligible for distribution from
these Accounts as if he has a Separation from Service, but for distributions
made after March 31, 1988, only if the distribution constitutes a lump sum
distribution, determined in a manner consistent with Code section 401(k)(10)
and the applicable Treasury regulations.

     The Participant, until he retires, has a continuing election to receive
a distribution from his Deferral Contributions Account, Qualified Nonelective
Contributions Account, and Qualified Matching Contributions Account
if:  (I) he has attained age 59-1/2; or (II) he incurs an immediate and heavy
financial hardship.  The distribution event under clause (I) applies to all
or any portion of these Accounts.  The distribution event under clause (II)
applies only to the elective deferrals allocated to the Participant's
Deferral Contributions Account plus any earnings on the Participant's
elective deferrals credited before January 1, 1989.

     A hardship distribution, as described in clause (II), must be on account
of one or more of the following immediate and heavy financial
needs:  (1) medical expenses described in Code Section 213(d) incurred by the
Participant, by the Participant's spouse, or any of the Participant's
dependents; (2) the purchase (excluding mortgage payments) of a principal
residence for the Participant; (3) the payment of post-secondary education
tuition, related educational fees, and room and board expenses, for the next
12 months for the Participant, for the Participant's spouse, or for any of
the Participant's dependents; or (4) to prevent the eviction of the
Participant from his principal residence or the foreclosure on the mortgage
of the Participant's principal residence.  The Participant may make
application for a hardship distribution at any time; however, distributions
will occur at the end of the month, or as soon as administratively
practicable thereafter, for Participants who have made application by the
15th day of the month; distributions will occur at the end of the following
month, or as soon as administratively practicable thereafter, for
Participants who make application on or after the 16th day of the month.

     RESTRICTIONS ON HARDSHIP DISTRIBUTION.  The following restrictions apply
to a Participant's hardship distribution under this Section 6.03(E):  (a) the
Participant may not make elective deferrals or employee contributions to the
Plan for the 12-month period following the date of his hardship distribution;
(b) the distribution may not exceed the amount of the immediate and heavy
financial need; (c) the Participant must have obtained all distributions
under this Section 6.03(E), other than hardship distributions, and all
nontaxable loans currently available under this Plan and all other qualified
plans maintained by the Employer; and (d) the Participant agrees to limit
elective deferrals under this Plan and under any other qualified plan
maintained by the Employer, for the Participant's taxable year immediately
following the taxable year of the hardship distribution under this Section
6.03(E), to the Section 402(g) limitation (as described in Section 12.03),
reduced by the amount of the Participant's elective deferrals made in the
taxable year of the hardship distribution.

     PROCEDURE.  A Participant must make an election under this Section
6.03(E) on a form prescribed by the Advisory Committee at any time during the
Plan Year for which his election is to be effective.  In his written
election, the Participant must specify the percentage or dollar amount he
wishes the Trustee to distribute to him.  The Participant's election relates
solely to the percentage or dollar amount specified in his election form and
his right to elect to receive an amount, if any, for a particular Plan Year
greater than the dollar amount or percentage specified in his election form
terminates on the Accounting Date.  The Trustee must make a distribution to a
Participant in accordance with his election under this Section 6.03(E) within
the 90-day period (or as soon as administratively practicable) after the
Participant files his written election with the Trustee.  The Trustee will
distribute the balance of the Participant's Accrued Benefit not distributed
pursuant to this election(s) in accordance with the other distribution
provisions of this Plan.

     (F)  SPECIAL DISTRIBUTION RULES FOR ROLLOVER ACCOUNT.  The in-service
distribution provisions in Section 6.03(B) will not apply to the Rollover
Account.  Instead, the distribution provisions in this Section 6.03(F) will
apply to withdrawals from that account by a Participant prior to his
Separation from Service.  After the Participant's Separation from Service,
the provisions of this Article VI other than this Section 6.03(F) will apply
to the distribution of the Participant's entire Accrued Benefit.

     The Participant, until he retires, has a continuing election to receive
a distribution from his Rollover Account if: (I) he has attained age 591/2; or
(II) he incurs an immediate and heavy financial hardship.

     A hardship distribution, as described in clause (II), must be on account
of one or more of the following immediate and heavy financial
needs:  (1) medical expenses described in Code Section 213(d) incurred by the
Participant, by the Participant's spouse, or any of the Participant's
dependents; (2) the purchase (excluding mortgage payments) of a principal
residence for the Participant; (3) the payment of post-secondary education
tuition, related educational fees, and room and board expenses, for the next
12 months for the Participant, for the Participant's spouse, or for any of
the Participant's dependents; or (4) to prevent the eviction of the
Participant from his principal residence or the foreclosure on the mortgage
of the Participant's principal residence.  The Participant may make
application for a hardship distribution of his Rollover Account at any time;
however, distributions will occur at the end of the month, or as soon as
administratively practicable thereafter, for Participants who have made
application by the 15th day of the month; distributions will occur at the end
of the following month, or as soon as administratively practicable
thereafter, for Participants who make application on or after the 16th day of
the month.

     ANNUITY DISTRIBUTIONS TO PARTICIPANTS AND SURVIVING SPOUSES.  The joint
and survivor annuity requirements do not apply to this Plan.  The Plan does
not provide any annuity distributions to Participants nor to surviving
spouses.  A transfer agreement described in Section 11.05 may not permit a
plan which is subject to the provisions of Code Section 417 to transfer
assets to this Plan, unless the transfer is an elective transfer, as
described in Section 11.05.

     WAIVER ELECTION - QUALIFIED JOINT AND SURVIVOR ANNUITY.  [Reserved]
     ------------------------------------------------------

     WAIVER ELECTION - PRERETIREMENT SURVIVOR ANNUITY.  [Reserved]
     ------------------------------------------------

     DISTRIBUTIONS UNDER DOMESTIC RELATIONS ORDERS.  Nothing contained in
this Plan prevents the Trustee, in accordance with the direction of the
Advisory Committee, from complying with the provisions of a qualified
domestic relations order (as defined in Code Section 414(p)).  This Plan
specifically permits distribution to an alternate payee under a qualified
domestic relations order (i) with respect to distributions other than from a
Participant's post-1999 Profit Sharing Contributions Account, on any
distribution date of any Plan Year, or (ii) with respect to distributions
from a Participant's Post-1999 Profit Sharing Contributions Account, as of
March 31, April 30, July 30 or October 30 of any Plan Year, irrespective of
whether the Participant has attained his earliest retirement age (as defined
under Code Section 414(p)) under the Plan.  A distribution to an alternate
payee prior to the Participant's attainment of earliest retirement age is
available only if:  (1) the order specifies distribution at that time or
permits an agreement between the Plan and the alternate payee to authorize an
earlier distribution; and (2) if the present value of the alternate payee's
benefits under the Plan exceeds $5,000, and the order requires, the alternate
payee consents to any distribution occurring prior to the Participant's
attainment of earliest retirement age.  Nothing in this Section 6.07, other
than the dates specified above, permits a Participant a right to receive
distribution at a time otherwise not permitted under the Plan nor does it
permit the alternate payee to receive a form of payment not permitted under
the Plan.

     The Plan Administrator must establish reasonable procedures to determine
the qualified status of a domestic relations order.  Upon receiving a
domestic relations order, the Plan Administrator promptly will notify the
Participant and any alternate payee named in the order, in writing, of the
receipt of the order and the Plan's procedures for determining the qualified
status of the order.  Within a reasonable period of time after receiving the
domestic relations order, the Plan Administrator must determine the qualified
status of the order and must notify the Participant and each alternate payee,
in writing, of its determination.  The Plan Administrator must provide notice
under this paragraph by mailing to the individual's address specified in the
domestic relations order, or in a manner consistent with Department of Labor
regulations.  A qualified domestic relations order that, prior to the
Effective Date, had been determined to be qualified under a KCSI Plan with
respect to the Accrued Benefit of a Stilwell Participant under such KCSI
Plan, shall continue to be treated as a qualified domestic relations order
under this Plan with respect to the Accounts of the Stilwell Participant that
were transferred to this Plan from such KCSI Plan.

     If any portion of the Participant's Nonforfeitable Accrued Benefit is
payable during the period the Plan Administrator is making its determination
of the qualified status of the domestic relations order, the Advisory
Committee must make a separate accounting of the amounts payable.  If the
Plan Administrator determines the order is a qualified domestic relations
order within 18 months of the date amounts first are payable following
receipt of the order, the Advisory Committee will direct the Trustee to
distribute the payable amounts in accordance with the order.  If the Plan
Administrator does not make its determination of the qualified status of the
order within the 18 month determination period, the Advisory Committee will
direct the Trustee to distribute the payable amounts in the manner the Plan
would distribute if the order did not exist and will apply the order
prospectively if the Plan Administrator later determines the order is a
qualified domestic relations order.

     To the extent it is not inconsistent with the provisions of the
qualified domestic relations order, the Advisory Committee at the election of
an alternate payee may direct the Trustee to invest any partitioned amount in
a segregated subaccount or separate account and to invest the account in
Federally insured, interest-bearing savings account(s) or time deposit(s) (or
a combination of both), or in other fixed income investments.  A segregated
subaccount remains a part of the Trust, but it alone shares in any income it
earns, and it alone bears any expense or loss it incurs.  The Trustee will
make any payments or distributions required under this Section 6.07 by
separate benefit checks or other separate distribution to the alternate
payee(s).

     ROLLOVER DISTRIBUTIONS.  Notwithstanding any provision of the Plan to
the contrary that would otherwise limit a distributee's election under this
Section, a distributee may elect, at the time and in the manner prescribed by
the Plan Administrator, to have any portion of an eligible rollover
distribution paid directly to an eligible retirement plan specified by the
distributee in a direct rollover.  For purposes of this Section 6.08, the
following definitions shall apply.

          ELIGIBLE ROLLOVER DISTRIBUTION:  An eligible rollover distribution
     is any distribution of all or any portion of the balance to the credit
     of the distributee, except that an eligible rollover distribution does
     not include:  any distribution that is one of a series of substantially
     equal periodic payments (not less frequently than annually) made for the
     life (or life expectancy) of the distributee and the distributee's
     designated beneficiary, or for a specified period of ten years or more;
     any distribution to the extent such distribution is required under
     section 401(a)(9) of the Code; and the portion of any distribution that
     is not includible in gross income (determined without regard to the
     exclusion for net unrealized appreciation with respect to employer
     securities).

          ELIGIBLE RETIREMENT PLAN:  An eligible retirement plan is an
     individual retirement account described in section 408(a) of the Code,
     an individual retirement annuity described in section 408(b) of the
     Code, an annuity plan described in 403(a) of the Code, or a qualified
     trust described in section 401(a) of the Code, that accepts the
     distributee's eligible rollover distribution.  However, in the case of
     an eligible rollover distribution to the surviving spouse, an eligible
     retirement plan is an individual retirement account or individual
     retirement annuity.

          DISTRIBUTEE:  A distributee includes an Employee or former
     Employee.  In addition, the Employee's or former Employee's surviving
     spouse and the Employee's or former Employee's spouse or former spouse
     who is the alternate payee under a qualified domestic relations order,
     as defined in section 414(p) of the Code, are distributees with regard
     to the interest of the spouse or former spouse.

          DIRECT ROLLOVER:  A direct rollover is a payment by the Plan to an
     eligible retirement plan specified by the distributee.

                     EMPLOYER ADMINISTRATIVE PROVISIONS

     INFORMATION TO COMMITTEE.  The Employer must supply current information
to the Advisory Committee as to the name, date of birth, date of employment,
annual compensation, leaves of absence, Years of Service and date of
termination of employment of each Employee who is, or who will be eligible to
become, a Participant under the Plan, together with any other information
which the Advisory Committee considers necessary.  The Employer's records as
to the current information the Employee furnishes to the Advisory Committee
are conclusive as to all persons.

     NO LIABILITY.  The Employer assumes no obligation or responsibility to
any of its Employees, Participants or Beneficiaries for any act of, or
failure to act, on the part of its Advisory Committee (unless the Employer is
the Advisory Committee), the Trustee or the Plan Administrator (unless the
Employer is the Plan Administrator).

     INDEMNITY OF COMMITTEE.  The Employer indemnifies and saves harmless the
Plan Administrator and the members of the Advisory Committee, and each of
them, from and against any and all loss resulting from liability to which the
Plan Administrator and the Advisory Committee, or the members of the Advisory
Committee, may be subjected by reason of any act or conduct (except willful
misconduct or gross negligence) in their official capacities in the
administration of this Trust or Plan or both, including all expenses
reasonably incurred in their defense, in case the Employer fails to provide
such defense.  The indemnification provisions of this Section 7.03 do not
relieve the Plan Administrator or any Advisory Committee member from any
liability he may have under ERISA for breach of a fiduciary duty.
Furthermore, the Plan Administrator and the Advisory Committee members and
the Employer may execute a letter agreement further delineating the
indemnification agreement of this Section 7.03, provided the letter agreement
must be consistent with and must not violate ERISA.  The indemnification
provisions of this Section 7.03 extend to the Trustee solely to the extent
provided by a letter agreement executed by the Trustee and the Employer.

     EMPLOYER DIRECTION OF INVESTMENT.  The Employer has the right to direct
the Trustee with respect to the investment and reinvestment of assets
comprising the Trust Fund only if the Trustee consents in writing to permit
such direction.  If the Trustee consents to Employer direction of investment,
the Trustee and the Employer must execute a letter agreement as a part of
this Plan containing such conditions, limitations and other provisions they
deem appropriate before the Trustee will follow any Employer direction as
respects the investment or reinvestment of any part of the Trust Fund.

     AMENDMENT TO VESTING SCHEDULE.  Though the Employer reserves the right
to amend the vesting schedule at any time, the Advisory Committee will not
apply the amended vesting schedule to reduce the Nonforfeitable percentage of
any Participant's Accrued Benefit derived from Employer contributions
(determined as of the later of the date the Employer adopts the amendment, or
the date the amendment becomes effective) to a percentage less than the
Nonforfeitable percentage computed under the Plan without regard to the
amendment.

     If the Employer makes a permissible amendment to the vesting schedule,
each Participant having at least 3 Years of Service with the Employer may
elect to have the percentage of his Nonforfeitable Accrued Benefit computed
under the Plan without regard to the amendment.  The Participant must file
his election with the Plan Administrator within 60 days of the latest of
(a) the Employer's adoption of the amendment; (b) the effective date of the
amendment; or (c) his receipt of a copy of the amendment.  The Plan
Administrator, as soon as practicable, must forward a true copy of any
amendment to the vesting schedule to each affected Participant, together with
an explanation of the effect of the amendment, the appropriate form upon
which the Participant may make an election to remain under the vesting
schedule provided under the Plan prior to the amendment and notice of the
time within which the Participant must make an election to remain under the
prior vesting schedule.  For purposes of this Section 7.05, an amendment to
the vesting schedule includes any Plan amendment which directly or indirectly
affects the computation of the Nonforfeitable percentage of an Employee's
rights to his Employer derived Accrued Benefit.

                       PARTICIPANT ADMINISTRATIVE PROVISIONS

     BENEFICIARY DESIGNATION.  Any Participant may from time to time
designate, in writing, any person or persons, contingently or successively,
to whom the Trustee will pay his Accrued Benefit (including any life
insurance proceeds payable to the Participant's Account) in the event of his
death and the Participant may designate the form and method of payment.  The
Advisory Committee will prescribe the form for the written designation of
Beneficiary and, upon the Participant's filing the form with the Advisory
Committee, the form effectively revokes all designations filed prior to that
date by the same Participant.  A Beneficiary designation by a Stilwell
Participant that was valid under a KCSI Plan immediately prior to the
Effective Date shall continue to be valid under this Plan as to the
Participant's Accounts transferred to the Plan from such KCSI Plan until
revoked by the Participant in accordance with this Section 8.01.

     A married Participant's Beneficiary designation is not valid unless the
Participant's spouse consents, in writing, to the Beneficiary designation.
The spouse's consent must acknowledge the effect of that consent and a notary
public or the Plan Administrator (or his representative) must witness that
consent.  The spousal consent requirements of this paragraph do not apply
if:  (1) the Participant and his spouse are not married through the one-year
period ending on the date of the Participant's death; (2) the Participant's
spouse is the Participant's sole primary beneficiary; (3) the Plan
Administrator is not able to locate the Participant's spouse; (4) the
Participant is legally separated or has been abandoned (within the meaning of
State law) and the Participant has a court order to that effect; or (5) other
circumstances exist under which the Secretary of the Treasury will excuse the
consent requirement.  If the Participant's spouse is legally incompetent to
give consent, the spouse's legal guardian (even if the guardian is the
Participant) may give consent.

     NO BENEFICIARY DESIGNATION.  If a Participant fails to name a
Beneficiary in accordance with Section 8.01, or if the Beneficiary named by a
Participant predeceased him, then the Trustee will pay the Participant's
Accrued Benefit in accordance with Section 6.02 in the following order of
priority to:

          The Participant's surviving spouse;

          The Participant's surviving children, including adopted children,
          in equal shares;

          The Participant's surviving parents, in equal shares; or

          The legal representative of the estate of the Participant.

     If the Beneficiary does not predecease the Participant, but dies prior
to the distribution of the Participant's entire Nonforfeitable Accrued
Benefit, the Trustee will pay the remaining Nonforfeitable Accrued Benefit to
the Beneficiary's estate unless the Participant's Beneficiary designation
provides otherwise.  The Advisory Committee will direct the Trustee as to the
method and to whom the Trustee will make the payment under this Section 8.02.

     PERSONAL DATA TO COMMITTEE.  Each Participant and each Beneficiary of a
deceased Participant must furnish to the Advisory Committee such evidence,
data or information as the Advisory Committee considers necessary or
desirable for the purpose of administering the Plan.  The provisions of this
Plan are effective for the benefit of each Participant upon the condition
precedent that each Participant will furnish promptly full, true and complete
evidence, data and information when requested by the Advisory Committee,
provided the Advisory Committee advises each Participant of the effect of his
failure to comply with its request.

     ADDRESS FOR NOTIFICATION.  Each Participant and each Beneficiary of a
deceased Participant must file with the Advisory Committee from time to time,
in writing, his post office address and any change of post office address.
Any communication, statement or notice addressed to a Participant, or
Beneficiary, at his last post office address filed with the Advisory
Committee, or as shown on the records of the Employer, binds the Participant,
or Beneficiary, for all purposes of this Plan.

     ASSIGNMENT OR ALIENATION.  Subject to Code Section 414(p) relating to
qualified domestic relations orders, neither a Participant nor a Beneficiary
may anticipate, assign or alienate (either at law or in equity) any benefit
provided under the Plan, and the Trustee will not recognize any such
anticipation, assignment or alienation.  Furthermore, a benefit under the
Plan is not subject to attachment, garnishment, levy, execution or other
legal or equitable process.

     NOTICE OF CHANGE IN TERMS.  The Plan Administrator, within the time
prescribed by ERISA and the applicable regulations, must furnish all
Participants and Beneficiaries a summary description of any material
amendment to the Plan or notice of discontinuance of the Plan and all other
information required by ERISA to be furnished without charge.

     LITIGATION AGAINST THE TRUST.  A court of competent jurisdiction may
authorize any appropriate equitable relief to redress violations of ERISA or
to enforce any provisions of ERISA or the terms of the Plan.  A fiduciary may
receive reimbursement of expenses properly and actually incurred in the
performance of his duties with the Plan.

     INFORMATION AVAILABLE.  Any Participant in the Plan or any Beneficiary
may examine copies of the Plan description, latest annual report, any
bargaining agreement, this Plan and Trust, contract or any other instrument
under which the Plan was established or is operated.  The Plan Administrator
will maintain all of the items listed in this Section 8.08 in his office, or
in such other place or places as he may designate from time to time in order
to comply with the regulations issued under ERISA, for examination during
reasonable business hours.  Upon the written request of a Participant or
Beneficiary the Plan Administrator will furnish him with a copy of any item
listed in this Section 8.08.  The Plan Administrator may make a reasonable
charge to the requesting person for the copy so furnished.

     APPEAL PROCEDURE FOR DENIAL OF BENEFITS.  The Plan Administrator will
provide adequate notice in writing to any Participant or to any Beneficiary
("Claimant") whose claim for benefits under the Plan the Advisory Committee
has denied.  The Plan Administrator's notice to the Claimant must set forth:

          The specific reason for the denial;

          Specific references to pertinent Plan provisions on which the
     Advisory Committee based its denial;

          A description of any additional material and information needed for
     the Claimant to perfect his claim and an explanation of why the material
     or information is needed; and

          That any appeal the Claimant wishes to make of the adverse
     determination must be in writing to the Advisory Committee within
     75 days after receipt of the Plan Administrator's notice of denial of
     benefits.  The Plan Administrator's notice must further advise the
     Claimant that his failure to appeal the action to the Advisory Committee
     in writing within the 75 day period will render the Advisory Committee's
     determination final, binding and conclusive.

     If the Claimant should appeal to the Advisory Committee, he, or his duly
authorized representative, may submit, in writing, whatever issues and
comments he, or his duly authorized representative, fees are pertinent.  The
Claimant, or his duly authorized representative, may review pertinent plan
documents.  The Advisory Committee will reexamine all facts related to the
appeal and make a final determination as to whether the denial of benefits is
justified under the circumstances.  The Advisory Committee must advise the
Claimant of its decision within 60 days of the Claimant's written request for
review, unless special circumstances (such as a hearing) would make the
rendering of a decision within the 60 day limit unfeasible, but in no event
may the Advisory Committee render a decision respecting a denial for a claim
for benefits later than 120 days after its receipt of a request for review.
     The Plan Administrator's notice of denial of benefits must identify the
name of each member of the Advisory Committee and the name and address of the
Advisory Committee member to whom the Claimant may forward his appeal.

                     ADVISORY COMMITTEE - DUTIES WITH RESPECT
                           TO PARTICIPANT'S ACCOUNTS

     MEMBERS' COMPENSATION, EXPENSES.  The Sponsor must appoint an Advisory
Committee to administer the Plan, the members of which may or may not be
Participants in the Plan, or which may be the Plan Administrator acting
alone.  The members of the Advisory Committee will serve without compensation
for services as such, but the Employer will pay all expenses of the Advisory
Committee, including the expense for any bond required under ERISA.

     TERM.  Each member of the Advisory Committee serves until the
appointment of his successor.

     POWERS.  In case of a vacancy in the membership of the Advisory
Committee, the remaining members of the Advisory Committee may exercise any
and all of the powers, authority, duties and discretion conferred upon the
Advisory Committee pending the filling of the vacancy.

     GENERAL.  The Advisory Committee, in its sole and absolute discretion,
shall have all powers necessary to discharge its duties under this Plan
including, without limitation, the following:

          To select a Secretary, who need not be a member of the Advisory
     Committee;

          To determine the rights of eligibility of an Employee to
     participate in the Plan, the value of a Participant's Accrued Benefit
     and the Nonforfeitable percentage of each Participant's Accrued Benefit;

          To adopt rules of procedure and regulations necessary for the
     proper and efficient administration of the Plan provided the rules are
     not inconsistent with the terms of this Plan;

          To construe and enforce the terms of the Plan and the rules and
     regulations it adopts, including interpretation of the Plan documents
     and documents related to the Plan's operation, and its decisions shall
     be final and binding on all interested persons;

          To direct the Trustee as respects the crediting and distribution of
     the Trust;

          To review and render decisions respecting a claim for (or denial of
     a claim for) a benefit under the Plan;

          To furnish the Employer with information which the Employer may
     require for tax or other purposes;

          To engage the service of agents whom it may deem advisable to
     assist it with the performance of its duties; and

          (i)  To engage the services of an Investment Manager or Managers
     (as defined in ERISA Section 3(38)), each of whom will have full power
     and authority to manage, acquire or dispose (or direct the Trustee with
     respect to acquisition or disposition) of any Plan asset under its
     control.

     The Advisory Committee must exercise all of its powers, duties and
discretion under the Plan in a uniform and nondiscriminatory manner.

     FUNDING POLICY.  The Advisory Committee will review, not less often than
annually, all pertinent Employee information and Plan data in order to
establish the funding policy of the Plan and to determine the appropriate
methods of carrying out the Plan's objectives.  The Advisory Committee must
communicate periodically, as it deems appropriate, to the Trustee and to any
Plan Investment Manager the Plan's short-term and long-term financial needs
so investment policy can be coordinated with Plan financial requirements.

     MANNER OF ACTION.  The decision of a majority of the members appointed
and qualified controls.

     AUTHORIZED REPRESENTATIVE.  The Advisory Committee may authorize any
person, whether or not such person is a member of the Advisory Committee, to
sign on its behalf any notices, directions, applications, certificates,
consents, approvals, waivers, letters or other documents.  The Advisory
Committee must evidence this authority by an instrument signed by all members
and filed with the Trustee.

     INTERESTED MEMBER.  No member of the Advisory Committee may decide or
determine any matter concerning the distribution, nature or method of
settlement of his own benefits under the Plan, except in exercising an
election available to that member in his capacity as a Participant, unless
the Plan Administrator is acting alone in the capacity of the Advisory
Committee.

     INDIVIDUAL ACCOUNTS.  The Advisory Committee will maintain, or direct
the Trustee to maintain, a separate Account, or multiple Accounts, in the
name of each Participant to reflect the Participant's Accrued Benefit in
accordance with the provisions of Article XV hereof and shall give the
Trustee directions with respect to the investment of the Accounts of
Participants in accordance with the provisions of Article XV.

     INDIVIDUAL STATEMENT.  As soon as practicable after the Accounting Date
of each Plan Year, but within the time prescribed by ERISA and the
regulations under ERISA, the Plan Administrator will deliver to each
Participant (and to each Beneficiary) a statement reflecting the condition of
his Accrued Benefit in the Trust as of that date and such other information
ERISA requires be furnished the Participant or Beneficiary.  No Participant,
except a member of the Advisory Committee, has the right to inspect the
records reflecting the Account of any other Participant.

     ACCOUNT CHARGED.  The Advisory Committee will charge all distributions
made to a Participant or to his Beneficiary from his Account against the
Account of the Participant when made.

     UNCLAIMED ACCOUNT PROCEDURE.  The Plan does not require either the
Trustee or the Advisory Committee to search for, or ascertain the whereabouts
of, any Participant or Beneficiary.  At the time the Participant's or
Beneficiary's benefit becomes distributable under Article VI, the Advisory
Committee, by certified or registered mail addressed to his last known
address of record with the Advisory Committee or the Employer, must notify
the Participant, or Beneficiary, that he is entitled to a distribution under
this Plan.  The notice must quote the provisions of this Section 9.12 and
otherwise must comply with the notice requirements of Article VI.  If the
Participant, or Beneficiary, fails to claim his distributive share or make
his whereabouts known in writing to the Advisory Committee within 6 months
from the date of mailing of the notice, the Advisory Committee will treat the
Participant's or Beneficiary's unclaimed payable Accrued Benefit as forfeited
and will reallocate the unclaimed payable Accrued Benefit in accordance with
Section 3.05.  Where the benefit is distributable to the Participant, the
forfeiture under this paragraph occurs as of the last day of the notice
period, if the Participant's Nonforfeitable Accrued Benefit does not exceed
$5,000, or as of the first day the benefit is distributable without the
Participant's consent, if the present value of the Participant's
Nonforfeitable Accrued Benefit exceeds $5,000.  Where the benefit is
distributable to a Beneficiary, the forfeiture occurs on the date the notice
period ends except, if the Beneficiary is the Participant's spouse and the
Nonforfeitable Accrued Benefit payable to the spouse exceeds $5,000, the
forfeiture occurs as of the first day the benefit is distributable without
the spouse's consent.  Pending forfeiture, the Advisory Committee, following
the expiration of the notice period, may direct the Trustee to segregate the
Nonforfeitable Accrued Benefit in a segregated Account and to invest that
segregated Account in Federally insured interest bearing savings accounts or
time deposits (or in a combination of both), or in other fixed income
investments.

     If a Participant or Beneficiary who has incurred a forfeiture of his
Accrued Benefit under the provisions of the first paragraph of this Section
9.12 makes a claim, at any time, for his forfeited Accrued Benefit, the
Advisory Committee must restore the Participant's or Beneficiary's forfeited
Accrued Benefit to the same dollar amount as the dollar amount of the Accrued
Benefit forfeited, unadjusted for any gains or losses occurring subsequent to
the date of the forfeiture.  The Advisory Committee will make the restoration
during the Plan Year in which the Participant or Beneficiary makes the claim,
first from the amount, if any, of Participant forfeitures the Advisory
Committee otherwise would allocate for the Plan Year, then from the amount,
if any, of the Trust Fund net income or gain for the Plan Year and then from
the amount, or additional amount, the Employer contributes to enable the
Advisory Committee to make the required restoration.  The Advisory Committee
will direct the Trustee to distribute the Participant's or Beneficiary's
restored Accrued Benefit to him no later than 60 days after the close of the
Plan Year in which the Advisory Committee restores the forfeited Accrued
Benefit.  The forfeiture provisions of this Section 9.12 apply solely to the
Participant's or to the Beneficiary's Accrued Benefit derived from Employer
contributions.

     INVESTMENT MANAGER.  The Advisory Committee shall have the right, as
provided in Section 9.04(i), to appoint an Investment Manager for all or any
part of the assets of the Trust Fund as the Advisory Committee shall
designate, provided that any firm so appointed shall be and continue
qualified to act as such in accordance with ERISA.  The Advisory Committee
may remove any Investment Manager at any time, and need not specify any cause
for such removal.

                                 [RESERVED]

                  EXCLUSIVE BENEFIT, AMENDMENT, TERMINATION

     EXCLUSIVE BENEFIT.  Except as provided under Article III, the Employer
has no beneficial interest in any asset of the Trust and no part of any asset
in the Trust may ever revert to or be repaid to an Employer, either directly
or indirectly; nor, prior to the satisfaction of all liabilities with respect
to the Participants and their Beneficiaries under the Plan, may any part of
the corpus or income of the Trust Fund, or any asset of the Trust, be (at any
time) used for, or diverted to, purposes other than the exclusive benefit of
the Participants or their Beneficiaries.

     AMENDMENT BY EMPLOYER.  Stilwell Financial, Inc., by duly adopted
resolution of its Board of Directors, or of the Compensation and Organization
Committee of its Board of Directors, has the right at any time and from time
to time:

          To amend this Plan in any manner it deems necessary or advisable in
     order to qualify (or maintain qualification of) this Plan and the Trust
     created under it under the appropriate provisions of Code Section
     401(a); or

          To amend this Plan in any other manner.

     No amendment may authorize or permit any of the Trust Fund (other than
the part which is required to pay taxes and administration expenses) to be
used for or diverted to purposes other than for the exclusive benefit of the
Participants or their Beneficiaries or estates.  No amendment may cause or
permit any portion of the Trust Fund to revert to or become a property of the
Employer.  No amendment may be made which affects the rights, duties or
responsibilities of the Trustee, the Plan Administrator or the Advisory
Committee without the written consent of the affected Trustee, the Plan
Administrator or the affected member of the Advisory Committee.

     CODE SECTION 411(D)(6) PROTECTED BENEFITS.  An amendment (including the
adoption of this Plan as a restatement of an existing plan) may not decrease
a Participant's Accrued Benefit, except to the extent permitted under Code
Section 412(c)(8), and may not reduce or eliminate Code Section 411(d)(6)
protected benefits determined immediately prior to the adoption date (or, if
later, the effective date) of the amendment.  An amendment reduces or
eliminates Code Section 411(d)(6) protected benefits if the amendment has the
effect of either (1) eliminating or reducing an early retirement benefit or a
retirement-type subsidy (as defined in Treasury regulations), or (2) except
as provided by Treasury regulations, eliminating an optional form of benefit.
The Advisory Committee must disregard an amendment to the extent application
of the amendment would fail to satisfy this paragraph.  If the Advisory
Committee must disregard an amendment because the amendment would violate
clause (1) or clause (2), the Advisory Committee must maintain a schedule of
the early retirement option or other optional forms of benefit the Plan must
continue for the affected Participants.

     All amendments must be made in writing.  Each amendment must state the
date to which it is either retroactively or prospectively effective.

     DISCONTINUANCE.  Each Employer has the right, at any time, to suspend or
discontinue its contributions under the Plan.  The Board of Directors of
Stilwell Financial, Inc., or the Compensation and Organization Committee
thereof, or any other duly authorized committee thereof, has the right to
terminate, at any time, this Plan and the Trust created under it.  The Plan
will terminate upon the first to occur of the following:

          The date terminated by action of the Board of Directors of Stilwell
     Financial, Inc., or the Compensation and Organization Committee thereof,
     or any other duly authorized committee thereof; or

          The date Stilwell Financial, Inc. is judicially declared bankrupt
     or insolvent, unless the proceeding authorized continued maintenance of
     the Plan.

     FULL VESTING ON TERMINATION.  Upon either full or partial termination of
the Plan, or, if applicable, upon complete discontinuance of profit sharing
plan contributions to the Plan, an affected Participant's right to his
Accrued Benefit is 100% Nonforfeitable, irrespective of the Nonforfeitable
percentage which otherwise would apply under Article V.

     MERGER/DIRECT TRANSFER.  The Plan may not be a party to any merger or
consolidation with another plan, or to a transfer of assets or liabilities to
another plan, unless immediately after the merger, consolidation or transfer,
the surviving Plan provides each Participant a benefit equal to or greater
than the benefit each Participant would have received had the Plan terminated
immediately before the merger or consolidation or transfer.  The Advisory
Committee possesses the specific authority to enter into merger agreements or
direct transfer of assets agreements with the trustees of other retirement
plans described in Code Section 401(a), including an elective transfer, and
to accept the direct transfer of plan assets, or to transfer plan assets, as
a party to any such agreement.

     The Advisory Committee may accept a direct transfer of plan assets on
behalf of an Employee prior to the date the Employee satisfies the Plan's
eligibility conditions.  If the Advisory Committee accepts a direct transfer
of plan assets, the Advisory Committee must treat the Employee as a
Participant for all purposes of the Plan except the Employee is not a
Participant for purposes of sharing in Employer contributions or Participant
forfeitures under the Plan until he actually becomes a Participant in the
Plan.

     The Advisory Committee may not consent to, or be a party to a merger,
consolidation or transfer of assets with a defined benefit plan, except with
respect to an elective transfer.  The Trustee will hold, administer and
distribute the transferred assets as a part of the Trust Fund and the Trustee
must maintain a separate Employer contribution Account for the benefit of the
Employee on whose behalf the Advisory Committee accepted the transfer in
order to reflect the value of the transferred assets.  Unless a transfer of
assets to this Plan is an elective transfer, the Plan will preserve all Code
Section 411(d)(6) protected benefits with respect to those transferred
assets, in the manner described in Section 11.02.  A transfer is an elective
transfer if:  (1) the transfer satisfies the first paragraph of this
Section 11.05; (2) the transfer is voluntary, under a fully informed election
by the Participant; (3) the Participant has an alternative that retains his
Code Section 411(d)(6) protected benefits (including an option to leave his
benefit in the transferor plan, if that plan is not terminating); (4) the
transfer satisfies the applicable spousal consent requirements of the Code;
(5) the transferor plan satisfies the joint and survivor notice requirements
of the Code, if the Participant's transferred benefit is subject to those
requirements; (6) the Participant has a right to immediate distribution from
the transferor plan, in lieu of the elective transfer; (7) the transferred
benefit is at least the greater of the single sum distribution provided by
the transferor plan payable at that plan's normal retirement age; (8) the
Participant has a 100% Nonforfeitable interest in the transferred benefit;
and (9) the transfer otherwise satisfies applicable Treasury regulations.  An
elective transfer may occur between qualified plans of any type.

     DISTRIBUTION RESTRICTIONS UNDER CODE SECTION 401(K).  If the Plan
receives a direct transfer (by merger or otherwise) of elective contributions
(or amounts treated as elective contributions) under a plan with a Code
Section 401(k) arrangement, the distribution restrictions of Code Sections
401(k)(2) and (10) continue to apply to those transferred elective
contributions.

     TERMINATION.  Upon termination of the Plan, the distribution provisions
of Article VI remain operative, with the following exceptions:

          if the present value of the Participant's Nonforfeitable Accrued
     Benefit does not exceed $5,000, the Advisory Committee will direct the
     Trustee to distribute the Participant's Nonforfeitable Accrued Benefit
     to him in lump sum as soon as administratively practicable after the
     Plan terminates; and

          if the present value of the Participant's Nonforfeitable Accrued
     Benefit exceeds $5,000, the Participant or the Beneficiary, in addition
     to the distribution events permitted under Article VI, may elect to have
     the Trustee commence distribution of his Nonforfeitable Accrued Benefit
     as soon as administratively practicable after the Plan terminates.

     To liquidate the Trust, the Advisory Committee will purchase a deferred
annuity contract for each Participant which protects the Participant's
distribution rights under the Plan, if the Participant's Nonforfeitable
Accrued Benefit exceeds $5,000 and the Participant does not elect an
immediate distribution pursuant to Paragraph (2).  The Trust will continue
until the Trustee in accordance with the direction of the Advisory Committee
has distributed all of the benefits under the Plan.

     On each valuation date, the Advisory Committee will credit any part of a
Participant's Accrued Benefit retained in the Trust with its proportionate
share of the Trust's income, expenses, gains and losses, both realized and
unrealized.  Upon termination of the Plan, the amount, if any, in a suspense
account under Article III will revert to the Employer, subject to the
conditions of the Treasury regulations permitting such a reversion.  A
resolution or amendment to freeze all future benefit accrual but otherwise to
continue maintenance of this Plan, is not a termination for purposes of this
Section 11.06.

     Special Rule for Deferral Contributions Account.  Notwithstanding the
provisions of this Section 11.06, the Participant may not receive a
distribution of the portion of his Nonforfeitable Accrued Benefit
attributable to elective contributions under a Code Section 401(k)
arrangement (or to amounts treated under the Code Section 401(k) arrangement
as elective contributions) pursuant to the termination of the Plan unless:
(a) the Participant otherwise is entitled to a distribution of that portion
of his Nonforfeitable Accrued Benefit; or (b) the Plan termination occurs
without the establishment of a successor plan.  A plan is a successor plan
under clause (b) if (i) the plan is a defined contribution plan (other than
an ESOP) maintained by the Employer (or by a related employer); (ii) at least
2% of the Employees who were eligible under the Plan are or were eligible
under the successor plan at any time within the 24-month period ending after
the time of termination; and (iii) the successor plan is in existence at the
time of the termination of the Plan or within the period ending twelve (12)
months after the final distribution of assets of the Plan.  A distribution
pursuant to clause (b), must be part of a lump sum distribution to the
Participant of his Nonforfeitable Accrued Benefit.

          PROVISIONS RELATING TO THE CODE SECTION 401(k) ARRANGEMENT

     CODE SECTION 401(k) ARRANGEMENT.  The deferral contributions and related
Employer contributions described in Section 3.01(A) comprise a Code Section
401(k) arrangement.  An Employee who is eligible to participate in the 401(k)
arrangement may file a salary reduction agreement with the Advisory
Committee.  A salary reduction agreement must specify the amount of
Compensation or percentage of Compensation the Employee wishes to defer; for
which purpose "Compensation" shall be as defined in Section 1.10 but modified
to exclude income attributable to the grant or exercise of employee stock
options, the vesting of restricted property, and such similar items of
extraordinary or non-cash compensation as the Advisory Committee shall
prescribe.  Any reference in this Section to "Compensation" is a reference to
such definition of "Compensation" as so modified.  A salary reduction
agreement by a Stilwell Participant that was valid under the KCSI 401(k) Plan
immediately prior to the Effective Date shall continue to be valid under this
Plan until modified or revoked by the Participant in accordance with this
Section 12.01.

     A salary reduction agreement executed by an eligible Employee shall be
effective as of the first day of the calendar quarter specified by the
Employee in such agreement; provided, however, that the agreement may not be
effective earlier than the following date which occurs last:  (i) the
execution date of the Employee's salary reduction agreement; (ii) the
Employee's Plan Entry Date (or, in the case of a reemployed Employee, his
reparticipation date under Article II); or (iii) the effective date of the
Code Section 401(k) arrangement.  The salary reduction agreement will apply
only to Compensation which is currently available to the Employee after the
effective date of the salary reduction agreement.

     If the salary reduction agreement specifies the reduction amount as a
percentage of Compensation, the percentage may not be less than one percent
(1%) of Compensation and shall specify a reduction percentage equal to an
increment of one percent (1%).  If the salary reduction agreement specifies
the reduction amount as a dollar amount of Compensation, the dollar amount
must equal an increment of $5.  An Employee's deferral contributions for the
Plan Year may not exceed ten percent (10%) of his Compensation for the
portion of the Plan Year in which the Employee is actually a Participant.
Further, each individual deferral contribution may not exceed ten percent
(10%) of Compensation for the pay period for which such deferral contribution
is calculated.  The Advisory Committee may from time to time specify a
maximum deferral percentage for Highly Compensated Employees that is less
than ten percent (10%).  An Employee may modify his salary reduction
agreement, either to reduce or to increase the amount of deferral
contributions, as of the first day of any calendar quarter.  The Employee
shall make this modification by filing a new salary reduction agreement with
the Advisory Committee.  An Employee may revoke a salary reduction agreement
as of the first day of any calendar quarter.  An Employee who revokes his
salary reduction agreement may file a new salary reduction agreement
effective as of the first day of the next calendar quarter.

     DEFINITIONS.

          "Highly Compensated Employee" means an Eligible Employee who
     satisfies the definition in Section 1.07 of the Plan.

          "Nonhighly Compensated Employee" means an eligible Employee who is
     not a Highly Compensated Employee.

          "Eligible Employee" means, for purposes of the ADP test described
     in Section 12.04, an Employee who is eligible to make elective deferrals
     for the Plan Year, irrespective of whether the Employer actually makes
     deferral contributions on behalf of the Employee.  For purposes of the
     ACP test described in Section 12.05, an "Eligible Employee" means a
     Participant who is eligible to receive an allocation of Employer
     matching contributions (or would be eligible if he made the type of
     contributions necessary to receive an allocation of matching
     contributions) and a Participant who is eligible to make employee
     contributions, irrespective of whether he actually makes employee
     contributions.  An Employee continues to be an Eligible Employee during
     a period the Plan suspends the Employee's right to make elective
     deferrals or nondeductible contributions following a hardship
     distribution.

          "Highly Compensated Group" means the group of Eligible Employees
     who are Highly Compensated Employees for the Plan Year.

          "Nonhighly Compensated Group" means the group of Eligible Employees
     who are Nonhighly Compensated Employees for the Plan Year.

          "Compensation" means, for purposes of any nondiscrimination test
     required under this Article XII, Compensation as defined for
     nondiscrimination purposes in the last paragraph of Section 1.10 of the
     Plan.  Compensation must include Compensation for the entire Plan Year,
     irrespective of whether the Code Section 401(k) arrangement was in
     effect for the entire Plan Year or whether the Employee begins, resumes
     or ceases to be an Eligible Employee during the Plan Year.

          "Deferral contributions" means the sum of the deferral
     contributions the Employer contributes to the Trust on behalf of an
     Eligible Employee, pursuant to Section 3.01.

          "Elective deferrals" are the deferral contributions the Employer
     contributes to the Trust at the election of an Eligible Employee.  If
     the Code Section 401(k) arrangement includes a cash or deferred feature,
     any portion of a cash or deferred contribution contributed to the Trust
     because of the Employee's failure to make a cash election is an elective
     deferral, but any portion of a cash or deferred contribution over which
     the Employee does not have a cash election is not an elective deferral.
     Elective deferrals do not include amounts which have become currently
     available to the Employee prior to the election nor amounts designated
     as nondeductible employee contributions at the time of deferral or
     contribution.

          "Matching contributions" are contributions made by the Employer on
     account of elective deferrals under a Code Section 401(k) arrangement or
     on account of employee contributions.  Matching contributions also
     include Participant forfeitures allocated on account of such elective
     deferrals or employee contributions.

          "Nonelective contributions" are contributions made by the Employer
     which are not subject to a deferral election by an Employee and which
     are not matching contributions.

          "Qualified matching contributions" are matching contributions which
     are 100% Nonforfeitable at all times and which are subject to the
     distribution restrictions described in paragraph (m).  For purposes of
     this definition, matching contributions are not 100% Nonforfeitable at
     all times if the Employee has a 100% Nonforfeitable interest because of
     his Years of Service taken into account under a vesting schedule.

           "Qualified nonelective contributions" are nonelective
     contributions which are 100% Nonforfeitable at all times and which are
     subject to the distribution restrictions described in paragraph (m).
     For purposes of this definition, nonelective contributions are not 100%
     Nonforfeitable at all times if the Employee has a 100% Nonforfeitable
     interest because of his Years of Service taken into account under a
     vesting schedule.  Any nonelective contributions allocated to a
     Participant's Qualified Nonelective Contributions Account under the Plan
     automatically satisfy the definition of qualified nonelective
     contributions.

          "Distribution restrictions" means the Employee may not receive a
     distribution of the specified contributions (nor earnings on those
     contributions) except in the event of (1) the Participant's death,
     disability, termination of employment, attainment of age 59-1/2,
     (2) financial hardship satisfying the requirements of Code Section
     401(k) and the applicable Treasury regulations, (3) plan termination,
     without establishment of a successor defined contribution plan (other
     than an ESOP), (4) a sale of substantially all of the assets (within the
     meaning of Code Sectioin 409(d)(2)) used in a trade or business, but
     only to an employee who continues employment with the corporation
     acquiring those assets, or (5) a sale by a corporation of its interest
     in a subsidiary (within the meaning of Code Section 409(d)(3)), but only
     to an employee who continues employment with the subsidiary.
     A distribution on account of financial hardship, as described in clause
     (2), may not include earnings on elective deferrals credited as of a
     date later than December 31, 1988, and may not include qualified
     matching contributions and qualified nonelective contributions, nor any
     earnings on such contributions, irrespective of when credited.  A
     distribution described in clauses (3), (4) or (5), must be a lump sum
     distribution, as required under Code Section 401(k)(10).

          "Employee contributions" are contributions made by a Participant on
     an after-tax basis, whether voluntary or mandatory, and designated, at
     the time of contribution, as an employee (or nondeductible)
     contribution.  Elective deferrals and deferral contributions are not
     employee contributions.  Participant nondeductible contributions, made
     pursuant to Section 4.01 of the Plan, are employee contributions.

     ANNUAL ELECTIVE DEFERRAL LIMITATION.

     ANNUAL ELECTIVE DEFERRAL LIMITATION.  An Employee's elective deferrals
may not exceed the 402(g) limitation.  The 402(g) limitation is the greater
of $7,000 or the adjusted amount determined by the Secretary of the Treasury.
If the Employer determines the Employee's elective deferrals to the Plan for
a calendar year would exceed the 402(g) limitation for the calendar year, the
Employer will not make any additional elective deferrals with respect to that
Employee for the remainder of that calendar year, paying in cash to the
Employee any amounts which would result in the Employee's elective deferrals
for the calendar year exceeding the 402(g) limitation.  If the Advisory
Committee determines an Employee's elective deferrals already contributed to
the Plan for a calendar year exceed the 402(g) limitation, the Advisory
Committee will distribute the amount in excess of the 402(g) limitation (the
"excess deferral"), as adjusted for allocable income, no later than April 15
of the following calendar year.  If the Advisory Committee distributes the
excess deferral by the appropriate April 15, it may make the distribution
irrespective of any other provision under this Plan or under the Code.  The
Advisory Committee will reduce the amount of excess deferrals for a calendar
year distributable to the Employee by the amount of excess contributions (as
determined in Section 12.04), if any, previously distributed to the Employee
for the Plan Year beginning in that calendar year.

     If an Employee participates in another plan under which he makes
elective deferrals pursuant to a Code Section 401(k) arrangement, elective
deferrals under a Simplified Employee Pension, or salary reduction
contributions to a tax-sheltered annuity, irrespective of whether the
Employer maintains the other plan, he may provide the Advisory Committee a
written claim for excess deferrals made for a calendar year.  The Employee
must submit the claim no later than the March 1 following the close of the
particular calendar year and the claim must specify the amount of the
Employee's elective deferrals under this Plan which are excess deferrals.  If
the Advisory Committee receives a timely claim, it will distribute the excess
deferral (as adjusted for allocable income) the Employee has assigned to this
Plan, in accordance with the distribution procedure described in the
immediately preceding paragraph.

     ALLOCABLE INCOME.  For purposes of making a distribution of excess
deferrals pursuant to this Section 12.03, allocable income means net income
or net loss allocable to the excess deferrals for the calendar year in which
the Employee made the excess deferral and for the "gap period" measured from
the beginning of the next calendar year to the date of the distribution.  If
the distribution of the excess deferral occurs during the calendar year in
which the Employee made the excess deferral, the Advisory Committee will
treat as a "gap period" the period from the first day of that calendar year
to the date of the distribution.  The Advisory Committee will determine
allocable income in the same manner as described in Section 12.04 for excess
contributions, except the numerator of the allocation fraction will be the
amount of the Employee's excess deferrals and the denominator of the
allocation fraction will be the Employee's Accrued Benefit attributable to
his elective deferrals.

     ACTUAL DEFERRAL PERCENTAGE ("ADP") TEST.  For each Plan Year, the
Advisory Committee must determine whether the Plan's Code Section 401(k)
arrangement satisfies one of the following ADP tests:

          The average ADP for the Highly Compensated Group for such Plan Year
     does not exceed 1.25 times the average ADP of the Nonhighly Compensated
     Group for the preceding Plan Year; or

          The average ADP for the Highly Compensated Group for such Plan Year
     does not exceed the average ADP for the Nonhighly Compensated Group for
     the preceding Plan Year by more than two percentage points (or the
     lesser percentage permitted by the multiple use limitation in
     Section 12.06) and the average ADP for the Highly Compensated Group for
     such Plan Year is not more than twice the average ADP for the Nonhighly
     Compensated Group for the preceding Plan Year.

     If the Advisory Committee so elects, it may apply the limits set forth
in paragraphs (i) and (ii) of this Section by using the Average ADP of the
Nonhighly Compensated Group for the Plan Year for which the determination is
made rather than for the preceding Plan Year; provided that such election may
not be changed except as provided by the Secretary of the Treasury.

     CALCULATION OF ADP.  The average ADP for a group is the average of the
separate ADPs calculated for each Eligible Employee who is a member of that
group.  An Eligible Employee's ADP for a Plan Year is the ratio of the
Eligible Employee's deferral contributions for the Plan Year to the
Employee's Compensation for the Plan Year.  A Nonhighly Compensated
Employee's ADP does not include elective deferrals made to this Plan or to
any other Plan maintained by the Employer, to the extent such elective
deferrals exceed the Section 402(g) limitation described in Section 12.03.

     The Advisory Committee may determine (in a manner consistent with
Treasury regulations) the ADPs of the Eligible Employees by taking into
account qualified nonelective contributions or qualified matching
contributions, or both, made to this Plan or to any other qualified Plan
maintained by the Employer.  The Advisory Committee may not include qualified
nonelective contributions in the ADP test unless the allocation of
nonelective contributions is nondiscriminatory when the Advisory Committee
takes into account all nonelective contributions (including the qualified
nonelective contributions) and also when the Advisory Committee takes into
account only the nonelective contributions not used in either the ADP test
described in this Section 12.04 or the ACP test described in Section 12.05.
The Advisory Committee may not include in the ADP test any qualified
nonelective contributions or qualified matching contributions under another
qualified plan unless that plan has the same plan year as this Plan.  The
Advisory Committee must maintain records to demonstrate compliance with the
ADP test, including the extent to which the Plan used qualified nonelective
contributions or qualified matching contributions to satisfy the test.

     SPECIAL AGGREGATION RULE FOR HIGHLY COMPENSATED EMPLOYEES.  To determine
the ADP of any Highly Compensated Employee, the deferral contributions taken
into account must include any elective deferrals made by the Highly
Compensated Employee under any other Code Section 401(k) arrangement
maintained by the Employer, unless the elective deferrals are to an ESOP.  If
the plans containing the Code Section 401(k) arrangements have different plan
years, the Advisory Committee will determine the combined deferral
contributions on the basis of the plan years ending in the same calendar
year.

     AGGREGATION OF CERTAIN CODE SECTION 401(K) ARRANGEMENTS.  If the
Employer treats two plans as a unit for coverage or nondiscrimination
purposes, the Employer must combine the Code Section 401(k) arrangements
under such plans to determine whether either plan satisfies the ADP test.
This aggregation rule applies to the ADP determination for all Eligible
Employees, irrespective of whether an Eligible Employee is a Highly
Compensated Employee or a Nonhighly Compensated Employee.  An aggregation of
Code Section 401(k) arrangements under this paragraph does not apply to plans
which have different plan years and the Advisory Committee may not aggregate
an ESOP (or the ESOP portion of a plan) with a non-ESOP plan (or non-ESOP
portion of a plan).

     CHARACTERIZATION OF EXCESS CONTRIBUTIONS.  If, pursuant to this
Section 12.04, the Advisory Committee has elected to include qualified
matching contributions in the average ADP, the Advisory Committee will treat
excess contributions as attributable proportionately to deferral
contributions and to qualified matching contributions allocated on the basis
of those deferral contributions.  If the total amount of a Highly Compensated
Employee's excess contributions for the Plan Year exceeds his deferral
contributions or qualified matching contributions for the Plan Years, the
Advisory Committee will treat the remaining portion of his excess
contributions as attributable to qualified nonelective contributions.  The
Advisory Committee will reduce the amount of excess contributions for a Plan
Year distributable to a Highly Compensated Employee by the amount of excess
deferrals (as defined in Section 12.03), if any, previously distributed to
that Employee for the Employee's taxable year ending in that Plan Year.

     DISTRIBUTION OF EXCESS CONTRIBUTIONS.  If the Advisory Committee
determines the Plan fails to satisfy the ADP test for a Plan Year, it must
distribute the excess contributions, as adjusted for allocable income, during
the next Plan Year.  However, the Employer will incur an excise tax equal to
10% of the amount of excess contributions for a Plan Year not distributed to
the appropriate Highly Compensated Employees during the first 2 1/2 months of
that next Plan Year.  The excess contributions are the amount of deferral
contributions made by the Highly Compensated Employees which causes the Plan
to fail to satisfy the ADP test.  The Advisory Committee will distribute to
each Highly Compensated Employee his respective share of the excess
contributions.  The Advisory Committee will determine the respective shares
of excess contributions as follows:

          The Advisory Committee shall first determine the dollar amount of
     the reductions which would have to be made to the elective deferrals of
     each Highly Compensated Employee who is a Participant for the Plan Year
     in order for the average ADP of the Highly Compensated Group for the
     Plan Year to satisfy Section 401(k)(3) of the Code.  Such amount shall
     be calculated by first determining the dollar amount by which the
     deferred contributions of Highly Compensated Employees who have the
     highest ADPs would have to be reduced until the first to occur of:  (i)
     such Employees' ADPs would equal the ADPs of the Highly Compensated
     Employee or group of Highly Compensated Employees with the next highest
     ADPs; or (ii) the average ADP of the Highly Compensated Group, as
     recalculated after the reductions made under this Step 1, satisfies the
     requirements of Section 401(k)(3) of the Code and this Section.

          Then, unless the recalculated average ADP of the Highly Compensated
     Group satisfies Section 401(k)(3) of the Code, the reduction process
     shall be repeated by determining the amount of reductions which would
     have to be made to the elective deferrals of the Highly Compensated
     Employees who, after all prior reductions, would have the highest ADP
     until the first to occur of: (iii) the ADP, after all prior reductions
     under this Step 1, of each person in such group would equal the ADP of
     the Highly Compensated Employee or group of Highly Compensated Employees
     with the next highest ADP; or (iv) the average ADP of the Highly
     Compensated Group, after the prior reductions, satisfies the
     requirements of Code Section 401(k)(3) and this Section.  This process
     is repeated until the average ADP of the Highly Compensated Group, after
     all reductions, satisfies the requirements of Code Section 401(k)(3) and
     this Section.

          Determine the total dollar amount of reductions to the elective
     deferrals calculated under Step 1 ("Total Excess Deferrals").
                                    ----------------------
          Reduce the elective deferrals of the Highly Compensated Employees
     with the highest dollar amount of elective deferrals by the lesser of
     the dollar amount which either (i) causes each such Highly Compensated
     Employee's elective deferrals to equal the dollar amount of the elective
     deferrals of the Highly Compensated Employee or group of Highly
     Compensated Employees with the next highest dollar amount of elective
     deferrals; or (ii) reduces the Highly Compensated Employees' elective
     deferrals by the Total Excess Deferrals.

          Then, unless the total amount of reductions made to Highly
     Compensated Employees' elective deferrals under this Step 3 equals the
     amount of the Total Excess Deferrals, the reduction process shall be
     repeated by reducing the elective deferrals of the group of Highly
     Compensated Employees with the highest dollar amount of elective
     deferrals, after the prior reductions made in this Step 3, by the lesser
     of the amount which either:  (iii) causes such Highly Compensated
     Employees' elective deferrals after prior reductions made in this Step 3
     to equal the dollar amount of the elective deferrals of the Highly
     Compensated Employees with the next highest dollar amount of elective
     deferrals; or (iv) causes total reductions to equal the Total Excess
     Deferrals.  This process is repeated with each successive group of
     Highly Compensated Employees with the highest dollar amount, after the
     prior reductions, of elective deferrals until the total reductions made
     under this Step 3 equal the Total Excess Deferrals.

     A Participant's elective deferrals required to be reduced under this
Section shall be reduced in the following order: the Participant's unmatched
elective deferrals will be reduced first, and then, if necessary, matched
elective deferrals.  Matching contributions made with respect to elective
deferrals so reduced (other than qualified matching contributions treated as
elective deferrals for purposes of this Section) shall be forfeited.

     ALLOCABLE INCOME.  To determine the amount of the corrective
distribution required under this Section 12.04, the Advisory Committee must
calculate the allocable income for the Plan Year in which the excess
contributions arose and for the "gap period" measured from the beginning of
the next Plan Year to the date of the distribution.  "Allocable income" means
net income or net loss.  To calculate allocable income for the Plan Year, the
Advisory Committee:  (1) first will determine the net income or net loss for
the Plan Year on the Highly Compensated Employee's Accrued Benefit
attributable to deferral contributions; and (2) then will multiply this net
income or net loss by the following fraction:

       Amount of the Highly Compensated Employee's excess contributions
       ----------------------------------------------------------------
            Accrued Benefit attributable to deferral contributions

The Accrued Benefit attributable to deferral contributions includes the
Accrued Benefit attributable to qualified matching contributions and
qualified nonelective contributions taken into account in the ADP test for
the Plan Year or for any prior Plan Year.  For purposes of the denominator of
the fraction, the Advisory Committee will calculate the Accrued Benefit
attributable to deferral contributions as of the last day of the Plan Year
(without regard to the net income or net loss for the Plan Year on that
Accrued Benefit).

     To calculate allocable income for the "gap period," the Advisory
Committee will perform the same calculation as described in the preceding
paragraph, except in clause (1) the Advisory Committee will determine, as of
the last day of the month preceding the date of distribution, the net income
or net loss for the "gap period" and in clause (2) will calculate the Accrued
Benefit attributable to deferral contributions as of the day before the
distribution.  If the Plan does not perform a valuation on the last day of
the month preceding the date of distribution, the Advisory Committee, in lieu
of the calculation described in this paragraph, will calculate allocable
income for each month in the "gap period" as equal to 10% of the allocable
income for the Plan Year.  Under this alternate calculation, the Advisory
Committee will disregard the month in which the distribution occurs, if the
Plan makes the distribution no later than the 15th day of that month.

     NONDISCRIMINATION RULES FOR EMPLOYER MATCHING CONTRIBUTIONS/EMPLOYEE
CONTRIBUTIONS.  The Advisory Committee must determine whether the annual
Employer matching contributions (other than qualified matching contributions
used in the ADP test), if any, and the Employee contributions, if any,
satisfy one of the following average contribution percentage ("ACP") test:

          The ACP for the Highly Compensated Group for such Plan Year does
     not exceed 1.25 times the ACP of the Nonhighly Compensated Group for the
     prior Plan Year; or

          The ACP for the High Compensated Group for such Plan Year does not
     exceed the ACP for the Nonhighly Compensated Group for the prior Plan
     Year by more than two percentage points (or the lesser percentage
     permitted by the multiple use limitation in Section 12.06) and the ACP
     for the Highly Compensated Group for such Plan Year is not more than
     twice the ACP for the Nonhighly Compensated Group for the prior Plan
     Year.

     If the Advisory Committee so elects, it may apply the limits set forth
in paragraphs (i) and (ii) of this Section by using the Average ACP of the
Nonhighly Compensated Group for the Plan Year for which the determination is
made rather than for the preceding Plan Year; provided that such election may
not be changed except as provided by the Secretary of the Treasury.

     (A)  CALCULATION OF ACP.  The average contribution percentage for a
group is the average of the separate contribution percentages calculated for
each Eligible Employee who is a member of that group.  An Eligible Employee's
contribution percentage for a Plan Year is the ratio of the Eligible
Employee's aggregate contributions for the Plan Year to the Employee's
Compensation for the Plan Year.  "Aggregate contributions" are matching
contributions (other than qualified matching contributions used in the ADP
test) and employee contributions.

     The Advisory Committee, in a manner consistent with Treasury
regulations, may determine the contribution percentages of the Eligible
Employees by taking into account qualified nonelective contributions (other
than qualified nonelective contributions used in the ADP test under Section
12.04) or elective deferrals, or both, made to this Plan or to any other
qualified Plan maintained by the Employer.  The Advisory Committee may not
include qualified nonelective contributions in the ACP test unless the
allocation of nonelective contributions is nondiscriminatory when the
Advisory Committee takes into account all nonelective contributions
(including the qualified nonelective contributions) and also when the
Advisory Committee takes into account only the nonelective contributions not
used in either the ADP test described in Section 12.04 or the ACP test
described in Section 12.05  The Advisory Committee may not include elective
deferrals in the ACP test, unless the Plan which includes the elective
deferrals satisfies the ADP test both with and without the elective deferrals
included in this ACP test.  For Plan Years beginning after December 31, 1989,
the Advisory Committee may not include in the ACP test any qualified
nonelective contributions or elective deferrals under another qualified plan
unless that plan has the same plan year as this Plan.  The Advisory Committee
must maintain records to demonstrate compliance with the ACP Test, including
the extent to which the Plan used qualified nonelective contributions or
elective deferrals to satisfy the test.

     SPECIAL AGGREGATION RULE FOR HIGHLY COMPENSATED EMPLOYEES.  To determine
the  contribution percentage of any Highly Compensated Employee, the
aggregate contributions taken into account must include any matching
contributions (other than qualified matching contributions used in the ADP
test) and any employee contributions made on his behalf to any other plan
maintained by the Employer, unless the other plan is an ESOP.  If the plans
have different plan years, the Advisory Committee will determine the combined
aggregate contributions on the basis of the plan years ending in the same
calendar year.

     AGGREGATION OF CERTAIN PLANS.  If the Employer treats two plans a unit
for coverage or nondiscrimination purposes, the Employer must combine the
plans to determine whether either plan satisfies the ACP test.  This
aggregation rule applies to the contribution percentage determination for all
Eligible Employees, irrespective of whether an Eligible Employee is a Highly
Compensated Employee or a Nonhighly Compensated Employee.  For Plan Years
beginning after December 31, 1989, an aggregation of plans under this
paragraph does not apply to plans which have different plan years and the
Advisory Committee may not aggregate an ESOP (or the ESOP portion of a plan)
with a non-ESOP plan (or non-ESOP portion of plan).

     DISTRIBUTION OF EXCESS AGGREGATE CONTRIBUTIONS.  The Advisory Committee
will determine excess aggregate contributions after determining excess
deferrals under Section 12.03 and excess contributions under Section 12.04.
If the Advisory Committee determines the Plan fails to satisfy the ACP test
for a Plan Year, it must distribute the excess aggregate contributions, as
adjusted for allocable income, during the next Plan Year.  However, the
Employer will incur an excise tax equal to 10% of the amount of excess
aggregate contributions for a Plan Year not distributed to the appropriate
Highly Compensated Employees during the first 2 1/2 months of that next Plan
Year.  The excess aggregate contributions are the amount of aggregate
contributions made by the Highly Compensated Employees which causes the Plan
to fail to satisfy the ACP test.  The Advisory Committee will distribute to
each Highly Compensated Employee his respective share of the excess aggregate
contributions.  The Advisory Committee will determine the respective shares
of excess aggregate contributions as follows:

          The Advisory Committee shall first determine the dollar amount of
     the reductions which would have to be made to the aggregate
     contributions of each Highly Compensated Employee who is a Participant
     for the Plan Year in order for the average ACP of the Highly Compensated
     Group for the Plan Year to satisfy Section 401(m) of the Code.  Such
     amount shall be calculated by first determining the dollar amount by
     which the aggregate contributions of Highly Compensated Employees who
     have the highest ACPs would have to be reduced until the first to occur
     of:  (i) such Employees' ACPs would equal the ACPs of the Highly
     Compensated Employee or group of Highly Compensated Employees with the
     next highest ACPs; or (ii) the average ACP of the Highly Compensated
     Group, as recalculated after the reductions made under this Step 1,
     satisfies the requirements of Section 401(m) of the Code and this
     Section.

          Then, unless the recalculated average ACP of the Highly Compensated
     Group satisfies Section 401(m) of the Code, the reduction process shall
     be repeated by determining the amount of reductions which would have to
     be made to the aggregate contributions of the Highly Compensated
     Employees who, after all prior reductions, would have the highest ACP
     until the first to occur of: (iii) the ACP, after all prior reductions
     under this Step 1, of each person in such group would equal the ACP of
     the Highly Compensated Employee or group of Highly Compensated Employees
     with the next highest ACP; or (iv) the average ACP of the Highly
     Compensated Group, after the prior reductions, satisfies the
     requirements of Code Section 401(m) and this Section.  This process is
     repeated until the average ACP of the Highly Compensated Group, after
     all reductions, satisfies the requirements of Code Section 401(m) and
     this Section.

          Determine the total dollar amount of reductions to the aggregate
     contributions calculated under Step 1 ("Total Excess Contributions").
                                       --------------------------
          Reduce the aggregate contributions of the Highly Compensated
     Employees with the highest dollar amount of aggregate contributions by
     the lesser of the dollar amount which either (i) causes each such Highly
     Compensated Employee's aggregate contributions to equal the dollar
     amount of the aggregate contributions of the Highly Compensated Employee
     or group of Highly Compensated Employees with the next highest dollar
     amount of aggregate contributions; or (ii) reduces the Highly
     Compensated Employees' aggregate contributions by the Total Excess
     Contributions.

          Then, unless the total amount of reductions made to Highly
     Compensated Employees' aggregate contributions under this Step 3 equals
     the amount of the Total Excess Contributions, the reduction process
     shall be repeated by reducing the aggregate contributions of the group
     of Highly Compensated Employees with the highest dollar amount of
     aggregate contributions, after the prior reductions made in this Step 3,
     by the lesser of the amount which either:  (iii) causes such Highly
     Compensated Employees' aggregate contributions after prior reductions
     made in this Step 3 to equal the dollar amount of the aggregate
     contributions of the Highly Compensated Employees with the next highest
     dollar amount of aggregate contributions; or (iv) causes total
     reductions to equal the Total Excess Deferrals.  This process is
     repeated with each successive group of Highly Compensated Employees with
     the highest dollar amount, after the prior reductions, of aggregate
     contributions until the total reductions made under this Step 3 equal
     the Total Excess Contributions.

     ALLOCABLE INCOME.  To determine the amount of the corrective
distribution required under this Section 12.05, the Advisory Committee must
calculate the allocable income for the Plan Year in which the excess
aggregate contributions arose.  "Allocable income" means net income or net
loss.  The Advisory Committee will determine allocable income in the same
manner as described in Senior 12.04(F) for excess contributions.

     CHARACTERIZATION OF EXCESS AGGREGATE CONTRIBUTIONS.  The Advisory
Committee will treat a Highly Compensated Employee's allocable share of
excess aggregate contributions in the following priority:  (1) first as
attributable to his employee contributions which are voluntary contributions,
it any; (2) then as matching contributions allocable with respect to excess
contributions determined under the ADP test; (3) then on a pro rata basis to
matching contributions and to the deferral contributions relating to those
matching contributions which the Advisory Committee has included in the ACP
test; (4) then on a pro rata basis to employee contributions which are
mandatory contributions; and (5) last to qualified nonelective contributions
used in the ACP test.  To the extent the Highly Compensated Employee's excess
aggregate contributions are attributable to matching contributions and he is
not 100% vested in his Accrued Benefit attributable to matching
contributions, the Advisory Committee will distribute only the vested portion
and forfeit the nonvested portion.  The vested portion of the Highly
Compensated Employee's excess aggregate contributions attributable to
Employer matching contributions is the total amount of such excess aggregate
contributions (as adjusted for allocable income) multiplied by his vested
percentage (determined as of the last day of the Plan Year for which the
Employer made the matching contribution).  The Plan will allocate forfeited
excess aggregate contributions to reduce Employer matching contributions for
the Plan Year in which the forfeiture occurs.

     MULTIPLE USE LIMITATION.  If at least one Highly Compensated Employee is
includible in the ADP test and in the ACP test, the sum of the Highly
Compensated Group's ADP and ACP may not exceed the multiple use limitation.

     The multiple use limitation for a Plan Year is the sum of (i) and (ii):

          125% of the greater of (a) the ADP of the Nonhighly Compensated
     Group for the prior Plan Year under the Code Section 401(k) arrangement;
     or (b) the ACP of the Nonhighly Compensated Group for the prior Plan
     Year.

          2% plus the lesser of (i)(a) or (i)(b), but not more than twice the
     lesser of (i)(a) or (i)(b).

     The Advisory Committee, in lieu of determining the multiple use
     limitation as the sum (i) and (ii), may elect to determine the multiple
     use limitation as the sum of (iii) and (iv):

          125% of the lesser of:  (a) the ADP of the Nonhighly Compensated
     Group under the Code Section 401(k) arrangement for the prior Plan Year;
     or (b) the ACP of the Nonhighly Compensated Group for the prior Plan
     Year.

          2% plus the greater of (iii)(a) or (iii)(b), but no more than twice
     the greater of (iii)(a) or (iii)(b).

     If the Advisory Committee so elects, it may apply the limits set forth
in paragraphs (i) and (ii) or (iii) and (iv) of this Section by using the
Average ADP and ACP of the Nonhighly Compensated Group for the Plan Year for
which the determination is made rather than for the preceding Plan Year;
provided that such election may not be changed except as provided by the
Secretary of the Treasury.

     This Section 12.06 does not apply unless, prior to application of the
multiple use limitation, the ADP and ACP of the Highly Compensated Group for
the current Plan Year each exceeds 125% of the respective percentages for the
Nonhighly Compensated Group for the prior Plan Year (or, if the Advisory
Committee has made the election described in the previous paragraph, the
current Plan Year).

     The Advisory Committee will determine whether the Plan satisfies the
multiple use limitation after applying the ADP test under Section 12.04 and
the ACP test under Section 12.05 and after making any corrective
distributions required by those Sections.  If, after applying this Section
12.06, the Advisory Committee determines the Plan has failed to satisfy the
multiple use limitation, the Advisory Committee will correct the failure by
treating the excess amount as excess aggregate contributions under Section
12.05.
                                MISCELLANEOUS

     EVIDENCE.  Anyone required to give evidence under the terms of the Plan
may do so by certificate, affidavit, document or other information which the
person to act in reliance may consider pertinent, reliable and genuine, and
to have been signed, made or presented by the proper party or parties.  Both
the Advisory Committee and the Trustee are fully protected in acting and
relying upon any evidence described under the immediately preceding sentence.

     NO RESPONSIBILITY FOR EMPLOYER ACTION.  Neither the Trustee nor the
Advisory Committee has any obligation or responsibility with respect to any
action required by the Plan to be taken by an Employer, any Participant or
eligible Employee, or for the failure of any of the above persons to act or
make any payment or contribution, or to otherwise provide any benefit
contemplated under this Plan.  Furthermore, the Plan does not require the
Trustee or the Advisory Committee to collect any contribution required under
the Plan, or to determine the correctness  of the amount of any Employer
contribution.  Neither the Trustee nor the Advisory Committee need inquire
into or be responsible for any action or failure to act on the part of the
others.  Any action required of Stilwell Financial, Inc. must be by its Board
of Directors, the Compensation and Organization Committee of such Board, or
the designees of such Board or Committee.  Any action required of any other
corporate Employer must be by its Board of Directors or its designees.

     FIDUCIARIES NOT INSURERS.  The Trustee, the Advisory Committee, the Plan
Administrator and the Employer in no way guarantee the Trust Fund from loss
or depreciation.  The Employer does not guarantee the payment of any money
which may be or becomes due to any person from the Trust Fund.  The liability
of the Advisory Committee and the Trustee to make any payment from the Trust
Fund at any time and all times is limited to the then available assets of the
Trust.

      WAIVER OF NOTICE.  Any person entitled to notice under the Plan may
waive the notice.

     SUCCESSORS.  The Plan is binding upon all persons entitled to benefits
under the Plan, their respective heirs and legal representatives, upon the
Employer, its successors and assigns, and upon the Trustee and the Advisory
Committee and their successors.

     WORD USAGE.  Words used in the masculine also apply to the feminine
where applicable, and wherever the context of the Plan dictates, the plural
includes the singular and the singular includes the plural.

     STATE LAW.  Missouri law will determine all questions arising with
respect to the provisions of this Plan except to the extent Federal law
supersedes Missouri law.

     EMPLOYMENT NOT GUARANTEED.  Nothing contained in this Plan, or with
respect to the establishment of the Trust, or any modification or amendment
to the Plan or Trust, or in the creation of any Account, or the payment of
any benefit, gives any Employee, Employee-Participant or any Beneficiary any
right to continue employment, any legal or equitable right against the
Employer, or Employee of the Employer, or against the Trustee, or its agents
or employees, or against the Plan Administrator, except as expressly provided
by the Plan, the Trust, ERISA or by a separate agreement.

                                 [RESERVED]

                   PARTICIPANT'S ACCOUNTS AND THEIR INVESTMENT

     INDIVIDUAL ACCOUNTS.  The Advisory Committee shall maintain, or direct
the Trustee to maintain, a separate Account, or multiple Accounts, in the
name of each Participant to reflect the Participant's Accrued Benefit under
the Plan.  Such Accounts shall include, but not be limited to, a Deferral
Contributions Account, a Qualified Nonelective Contributions Account, a
Matching Contributions Account, a Qualified Matching Contributions Account, a
Savings Contributions Account and, if applicable, a Profit Sharing
Contributions Account.  Furthermore, if a Participant reenters the Plan
subsequent to his having a Forfeiture Break in Service, the Advisory
Committee, or the Trustee, shall maintain a separate Account for the
Participant's pre-Forfeiture Break in Service Accrued Benefit and a separate
Account for his post-Forfeiture Break in Service Accrued Benefit unless the
Participant's entire Accrued Benefit under the Plan is one hundred percent
(100%) Nonforfeitable.  The Advisory Committee will make its allocations, or
request the Trustee to make its allocations, to the Accounts of the
Participants in accordance with the provisions of Section 15.05.  The
Advisory Committee may direct the Trustee to maintain a temporary segregated
investment Account in the name of a Participant to prevent a distortion of
income, gain or loss allocations under Section 15.05.  The Advisory Committee
shall maintain records of its activities.

     A Participant's Accrued Benefit shall be segregated for separate
investment when and as so expressly provided under the Plan.  Except where
the Plan expressly provides for such segregation, Participants' Accrued
Benefits shall be invested collectively.

     INVESTMENT OF ACCOUNTS.

          DIRECTED ACCOUNTS.  Each Participant's Accounts other than his
     Profit Sharing Contributions Account (the "Directed Accounts"), shall be
     invested, in accordance with the individual election of the Participant,
     in one or more investment vehicles designated by the Advisory Committee,
     including designated pooled investment funds.

          PROFIT SHARING CONTRIBUTIONS ACCOUNT.  Each Participant's Profit
     Sharing Contributions Account, if any, shall be invested as part of a
     fund (the "Profit Sharing Trust Fund") managed by an Investment Manager
     designated by the Advisory Committee.

     PARTICIPANT DIRECTED ACCOUNTS - INVESTMENT PERCENTAGES.  The Advisory
Committee from time to time shall establish procedures by which each
Participant may specify the percentage of his Directed Accounts, and the
percentage of future contributions to be made on his behalf, to be invested
in each of the available investment vehicles for Directed Accounts.  The
investment percentage for each investment vehicle selected by the Participant
must be a multiple of 1%.  The Participant's investment direction shall
remain in effect unless and until the Participant replaces the direction in
accordance with the established procedures.  Contributions and Directed
Accounts with respect to which no affirmative Participant investment
direction has been made shall be invested in an investment vehicle selected
by the Advisory Committee and having as its primary objective the generation
of a high level of current income consistent with the preservation of capital
and a high degree of liquidity.  The Trustee shall be responsible for
carrying out Participant investment direction.

     VALUATION OF PARTICIPANTS' ACCRUED BENEFITS.
     -------------------------------------------

          DIRECTED ACCOUNTS.  The value of each Participant's Accrued Benefit
     attributable to his Directed Accounts shall consist of the value of such
     Participant's Directed Account(s), including any segregated account
     hereunder.  For purposes of a distribution under the Plan, the value of
     a Participant's Accrued Benefit attributable to his Directed Accounts
     shall be its value as of the valuation date immediately preceding the
     date of the distribution.

          PROFIT SHARING CONTRIBUTIONS ACCOUNT.  The value of each
     Participant's Accrued Benefit attributable to his Profit Sharing
     Contributions Account consists of that proportion of the net worth (at
     fair market value) of the Profit Sharing Trust Fund which the net credit
     balance in his Profit Sharing Contributions Account bears to the total
     net credit balance in the Profit Sharing Contributions Accounts of all
     Participants.  For purposes of a distribution under the Plan, the value
     of a Participant's Accrued Benefit attributable to his Profit Sharing
     Contributions Account is its value as of the valuation date immediately
     preceding the date of the distribution.  Any distribution (other than a
     distribution from a segregated Account) made to a Participant (or to his
     Beneficiary) from his Profit Sharing Contributions Account more than 90
     days after the most recent valuation date will include interest on the
     amount of the distribution as an expense of the Trust Fund.  The
     interest accrues from such valuation date to the date of the
     distribution at the rate of 5% per annum.

     ALLOCATION AND DISTRIBUTION OF NET INCOME GAIN OR LOSS.  A "valuation
date" under this Plan is the last day of each calendar month and each interim
valuation date determined by the Sponsor.  As of each valuation date the
Advisory Committee must adjust Accounts to reflect net income, gain or loss
since the last valuation date.  The valuation period is the period beginning
the day after the last valuation date and ending on the current valuation
date.

     TRUST FUND ACCOUNTS.  The allocation provisions of this paragraph apply
to all Participants' Accounts other than segregated investment Accounts.  The
Advisory Committee first will adjust the Participant Accounts, as those
Accounts stood at the beginning of the current valuation period, by reducing
the Accounts for any forfeitures arising under Section 5.09 or under
Section 9.12, for amounts charged during the valuation period to the Accounts
in accordance with Section 9.11 (relating to distributions) and for the
amount of any Account which the Trustee has fully distributed since the
immediately preceding valuation date.  The Advisory Committee then, subject
to the restoration allocation requirements of Section 5.04 or of
Section 9.12, will allocate the net income, gain or loss for the current
valuation period for each of the Plan's investment vehicles (as specified by
the Advisory Committee pursuant to Section 15.02) pro rata to the
Participants having accounts in each respective investment vehicle as the
accounts stood at the beginning of the valuation period.  Separate
allocations and adjustments shall be made with respect to each investment
vehicle.  For each investment vehicle the allocable net income, gain or loss
is the net income (or net loss), including the increase or decrease in the
fair market value of assets, since the last valuation date.

     SEGREGATED INVESTMENT ACCOUNTS.  A segregated investment Account
receives all income it earns and bears all expenses or loss it incurs.  As of
the valuation date, the Advisory Committee must reduce a segregated Account
for any forfeiture arising under Section 5.09 after the Advisory Committee
has made all other allocations, changes or adjustments to the Account for the
Plan Year.

     ADDITIONAL RULES.  An Excess Amount or suspense account described in
Part 2 of Article III does not share in the allocation of net income, gain or
loss described in this Section 15.05.  This Section 15.05 applies solely to
the allocation of net income, gain or loss of the Trust.  The Advisory
Committee will allocate the Employer contributions and Participant
forfeitures, if any, in accordance with Article III.

                  PROVISIONS EFFECTIVE UPON CHANGE IN CONTROL

     DEFINITIONS OF "CHANGE IN CONTROL".  For purposes of this Plan, a
"Change in Control" shall be deemed to have occurred if:

          for any reason at any time less than seventy-five percent (75%) of
     the members of the Board of Directors of Stilwell Financial, Inc., a
     Delaware corporation ("Stilwell"), shall be individuals who fall into
     any of the following categories:  (A) individuals who were members of
     such Board on the Spinoff Date; (B) individuals whose election, or
     nomination for election by Stilwell's stockholders, was approved by a
     vote of at least seventy-five percent (75%) of the members of the Board
     then still in office who were members of such Board on the Spinoff Date;
     or (C) individuals whose election, or nomination for election, by
     Stilwell's stockholders, was approved by a vote of at least seventy-five
     percent (75%) of the members of the Board then still in office who were
     elected in the manner described in (A) or (B) above, or

          any "person" (as such term is used in Sections 13(d) and 14(d)(2)
     of the Securities Exchange Act of 1934 (the "Exchange Act")) shall have
     become after the Spinoff Date, according to a public announcement or
     filing, without the prior approval of the Board of Directors of
     Stilwell, the "beneficial owner" (as defined in Rule 13d-3 under the
     Exchange Act), directly or indirectly, of securities of Stilwell
     representing forty percent (40%) or more (calculated in accordance with
     Rule 13d-3) of the combined voting power of Stilwell's, then outstanding
     voting securities (such "person" hereinafter referred to as a "Major
     Stockholder of Stilwell"); or

          the stockholders of Stilwell shall have approved a merger,
     consolidation or dissolution of Stilwell or a sale, lease, exchange or
     disposition of all or substantially all of Stilwell's assets, or a
     Major Stockholder of Stilwell shall have proposed any such transaction,
     unless such merger, consolidation, dissolution, sale, lease, exchange or
     disposition shall have been approved by at least seventy-five percent
     (75%) of the members of the Board of Directors of Stilwell who are
     individuals falling into any combination of the following categories:
     (i) individuals who were members of such Board of Directors on the
     Spinoff Date, (ii) individuals whose election, or nomination for
     election by Stilwell's stockholders, was approved by at least seventy
     -five percent (75%) of the members of the Board of Directors then still
     in office who are members of the Board of Directors on the Spinoff Date,
     or (iii) individuals whose election or nomination for election by
     Stilwell's stockholders was approved by a vote of at least seventy-five
     percent (75%) of the members of the Board then still in office who were
     elected in the manner described in (i) or (ii) above.

     PROVISIONS EFFECTIVE UPON CHANGE IN CONTROL.  Upon a Change in Control
as defined in Section 16.01, notwithstanding what is otherwise provided in
this Plan, the following provisions will supersede the indicated sections and
otherwise govern the operation of the Plan from that point forward:

          "Section 5.03, Vesting Schedule" shall provide as follows:

                    5.30  VESTING SCHEDULE.  A Participant's Accrued Benefit
          derived from Employer contributions shall be one hundred percent
          (100%) Nonforfeitable at all times.

          A new section numbered "8.10" and entitled "Participant Direction
     of Investment" shall be added to provide as follows:

                    8.10  PARTICIPANT DIRECTION OF INVESTMENT.  A Participant
               shall have the right to direct the Trustee with respect to the
               investment of reinvestment of the assets comprising the
               Participant's individual Account only if the Trustee consents
               in writing to permit such direction.  If the Trustee does
               consent to Participant direction of investment, the Trustee
               and each Participant shall execute a letter agreement as a
               part of this Plan containing such conditions, limitations and
               other provisions they deem appropriate before the Trustee
               shall follow any Participant direction as respects the
               investment or reinvestment of any part of the Participant's
               individual Account.  The Trustee shall not be liable for any
               loss, or by reason of any breach, resulting from a
               Participant's direction of the investment of any part of his
               individual Account.

          Except for the right to amend the Plan pursuant to
     Section 11.02(a), the Sponsor shall not exercise its right to amend
     pursuant to Section 11.02(b), discontinue or terminate pursuant to
     Section 11.03, or transfer assets of or merge, pursuant to
     Section 11.05, the Plan without the prior written consent to such
     aforesaid action by seventy-five percent (75%) of the Participants on a
     per capita basis.

     RIGHT TO AMEND ARTICLE XVI PRIOR TO CHANGE IN CONTROL.  The Board of
Directors of Stilwell, or any duly authorized committee thereof, reserves the
right to amend or eliminate this Article XVI prior to the date of a Change in
Control.

     IN WITNESS WHEREOF, Stilwell Financial, Inc. has executed this Plan in
Kansas City, Missouri as of this ____ day of ______________, 2000.


                                    STILWELL FINANCIAL, INC.

                                    By:______________________________________