STILWELL FINANCIAL, INC.

                        EMPLOYEE STOCK OWNERSHIP PLAN

                         (Effective October 1, 1999)


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                           STILWELL FINANCIAL, INC.
                         EMPLOYEE STOCK OWNERSHIP 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"                                 3
    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"                                                  6
    1.20     "Nontransferable Annuity"                                     6
    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.                             8
    1.27     RELATED EMPLOYERS.                                            8
    1.28     LEASED EMPLOYEES.                                             8
    1.29     DETERMINATION OF TOP HEAVY STATUS.                            8
    1.30     PLAN MAINTAINED BY MORE THAN ONE EMPLOYER.                   10
    1.31     "Disqualified Person"                                        10
    1.32     "Employer Securities"                                        10
    1.33     "Exempt Loan"                                                11
    1.34     "Leveraged Employer Securities"                              11
    1.35     "Issuer"                                                     11

Article II. EMPLOYEE PARTICIPANTS                                         11
    2.01     ELIGIBILITY.                                                 11
    2.02     SERVICE - PARTICIPATION.                                     12
    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     CONTRIBUTION ALLOCATION.                                     13
    3.03     LIMITATIONS ON ALLOCATIONS TO PARTICIPANTS' ACCOUNTS.        14
    3.04     DEFINITIONS.                                                 15
    3.05     DETERMINATION OF CONTRIBUTION.                               19
    3.06     TIME OF PAYMENT OF CONTRIBUTION.                             19
    3.07     FORFEITURE ALLOCATION.                                       19
    3.08     ACCRUAL OF BENEFIT.                                          19

Article IV.  PARTICIPANT CONTRIBUTIONS                                    20
    4.01     PARTICIPANT VOLUNTARY CONTRIBUTIONS.                         20
    4.02     PARTICIPANT ROLLOVER CONTRIBUTIONS.                          20

Article V.   TERMINATION OF SERVICE - PARTICIPANT VESTING                 20
    5.01     NORMAL RETIREMENT AGE.                                       20
    5.02     PARTICIPANT DISABILITY OR DEATH.                             20
    5.03     VESTING SCHEDULE.                                            20
    5.04     CASH-OUT DISTRIBUTIONS TO PARTIALLY-VESTED
             PARTICIPANTS/RESTORATION OF FORFEITED ACCRUED BENEFIT.       21
    5.05     [RESERVED]                                                   22
    5.06     YEAR OF SERVICE - VESTING.                                   22
    5.07     BREAK IN SERVICE - VESTING.                                  22
    5.08     INCLUDED YEARS OF SERVICE - VESTING.                         22
    5.09     FORFEITURE OCCURS.                                           22

Article VI. TIME AND METHOD OF PAYMENT OF BENEFITS                        23
    6.01     TIME OF PAYMENT OF ACCRUED BENEFIT.                          23
    6.02     METHOD OF PAYMENT OF ACCRUED BENEFIT.                        25
    6.03     BENEFIT PAYMENT ELECTIONS.                                   27
    6.04     ANNUITY DISTRIBUTIONS TO PARTICIPANTS.                       28
    6.05     SPECIAL DISTRIBUTION AND PAYMENT REQUIREMENTS.               28
    6.06    [Reserved]                                                    29
    6.07     DISTRIBUTIONS UNDER DOMESTIC RELATIONS ORDERS.               29
    6.08     ROLLOVER DISTRIBUTIONS.                                      30

Article VII. EMPLOYER ADMINISTRATIVE PROVISIONS                           30
    7.01     INFORMATION TO COMMITTEE.                                    30
    7.02     NO LIABILITY.                                                31
    7.03     INDEMNITY OF COMMITTEE.                                      31
    7.04     AMENDMENT TO VESTING SCHEDULE.                               31

Article VIII. PARTICIPANT ADMINISTRATIVE PROVISIONS                       31
    8.01     BENEFICIARY DESIGNATION.                                     31
    8.02     NO BENEFICIARY DESIGNATION.                                  32
    8.03     PERSONAL DATA TO COMMITTEE.                                  32
    8.04     ADDRESS FOR NOTIFICATION.                                    33
    8.05     ASSIGNMENT OR ALIENATION.                                    33
    8.06     NOTICE OF CHANGE IN TERMS.                                   33
    8.07     LITIGATION AGAINST THE TRUST.                                33
    8.08     INFORMATION AVAILABLE.                                       33
    8.09     APPEAL PROCEDURE FOR DENIAL OF BENEFITS.                     33
    8.10     ESOP DIVERSIFICATION.                                        34
    8.11     KCSI SHARES AND SHORT TERM FUND.                             35

Article IX. ADVISORY COMMITTEE - DUTIES WITH RESPECT TO PARTICIPANT'S
            ACCOUNTS                                                      36
    9.01     MEMBERS' COMPENSATION, EXPENSES.                             36
    9.02     GENERAL.                                                     36
    9.03     FUNDING POLICY.                                              37
    9.04     INDIVIDUAL ACCOUNTS.                                         37
    9.05     VALUE OF PARTICIPANT'S ACCRUED BENEFIT.                      38
    9.06     ALLOCATIONS TO PARTICIPANTS' ACCOUNTS.                       38
    9.07     UNCLAIMED ACCOUNT PROCEDURE.                                 39
    9.08     TERM.                                                        40
    9.09     POWERS.                                                      40
    9.10     MANNER OF ACTION.                                            40
    9.11     AUTHORIZED REPRESENTATIVE.                                   40
    9.12     INTERESTED MEMBER.                                           40
    9.13     INDIVIDUAL STATEMENT.                                        40
    9.14     ACCOUNT CHARGED.                                             41

Article X. TRUSTEE POWERS AND DUTIES                                      41
    10.01    TRUSTEE POWERS AND DUTIES                                    41
    10.02    [RESERVED].                                                  41
    10.03    INVESTMENT POWERS.                                           41
    10.04    [RESERVED].                                                  43
    10.05    [RESERVED].                                                  43
    10.06    [RESERVED].                                                  43
    10.07    [RESERVED].                                                  43
    10.08    DISTRIBUTION OF TRUST FUND.                                  43
    10.09    [RESERVED].                                                  43
    10.10    [RESERVED].                                                  43
    10.11    [RESERVED].                                                  43
    10.12    [RESERVED].                                                  43
    10.13    [RESERVED].                                                  43
    10.14    [RESERVED].                                                  43
    10.15    PARTICIPANT VOTING RIGHTS - EMPLOYER SECURITIES AND KCSI     44
             SHARES
    10.16    [RESERVED]                                                   45
    10.17    USE OF INDEPENDENT APPRAISER.                                45
    10.18    [RESERVED]                                                   45
    10.19    KCSI SHARES RESTRICTIONS.                                    45

Article XI.  REPURCHASE OF EMPLOYER SECURITIES                            45
    11.01     PUT OPTION.                                                 45
    11.02     CONTINUATION OF PUT OPTION.                                 46

Article XII.  MISCELLANEOUS                                               46
    12.01     EVIDENCE.                                                   46
    12.02     NO RESPONSIBILITY FOR EMPLOYER ACTION.                      46
    12.03     FIDUCIARIES NOT INSURERS.                                   47
    12.04     WAIVER OF NOTICE.                                           47
    12.05     SUCCESSORS.                                                 47
    12.06     WORD USAGE.                                                 47
    12.07     STATE LAW.                                                  47
    12.08     EMPLOYMENT NOT GUARANTEED.                                  47
    12.09     ELECTRONIC MEDIA.                                           47

Article XIII. EXCLUSIVE BENEFIT, AMENDMENT, TERMINATION                   48
   13.01     EXCLUSIVE BENEFIT.                                           48
   13.02     AMENDMENT BY EMPLOYER.                                       48
   13.03     DISCONTINUANCE.                                              49
   13.04     FULL VESTING ON TERMINATION.                                 49
   13.05     MERGER/DIRECT TRANSFER.                                      49
   13.06     TERMINATION.                                                 50

Article XIV. PROVISIONS EFFECTIVE UPON CHANGE IN CONTROL                  51
   14.01     DEFINITIONS OF "CHANGE IN CONTROL".                          51
   14.02     PROVISIONS EFFECTIVE UPON CHANGE IN CONTROL.                 51
   14.03     RIGHT TO AMEND ARTICLE XIV PRIOR TO CHANGE IN CONTROL.       52

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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)
Affiliate                                                            1.27 (8)
Annual Addition                                                  3.04(a) (15)
Annuity Starting Date                                               6.01 (23)
Advisory Committee                                                   1.05 (2)
Beneficial Owner                                                   14.01 (51)
Beneficiary                                                          1.09 (4)
Break in Service for Vesting Purposes                               5.07 (22)
Cash-Out Distribution                                               5.04 (21)
Change in Control                                               14.01(b) (51)
Claimant                                                            8.09 (33)
Code                                                                 1.22 (6)
Code Section 411(d)(6) Protected Benefits                          13.02 (48)
Compensation                                                         1.10 (4)
Compensation for Code Section 415 Purposes                       3.04(b) (16)
Compensation for Top Heavy Purposes                              1.29(c) (10)
Deemed Cash-Out Rule                                             5.04(C) (22)
Defined Contribution Plan                                        3.04(g) (17)
Defined Benefit Plan                                             3.04(h) (17)
Determination Date                                               1.29(g) (10)
Disability                                                           1.25 (7)
Disqualified Person                                                 1.31 (10)
Distribution Date                                                   6.01 (23)
Distribution Valuation Date                                         6.01 (23)
Effective Date                                                       1.15 (5)
Elective Contributions                                               1.10 (4)
Elective Transfer                                                  13.05 (49)
Eligible Accrued Benefit                                            8.10 (34)
Eligible Portion                                                    6.05 (28)
Employee                                                             1.06 (2)
Employer                                                             1.02 (2)
Employer for Code Section 415 Purposes                           3.04(c) (16)
Employer for Top Heavy Purposes                                  1.29(f) (10)
Employer Securities                                                 1.32 (10)
Employment Commencement Date                                        2.01 (11)
ERISA                                                                1.21 (6)
Excess Amount                                                    3.04(d) (16)
Exempt Loan                                                         1.33 (11)
Exchange Act                                                       14.01 (51)
Excluded Employee                                                   2.01 (11)
5% Owner                                                             1.07 (3)
Forfeiture Break in Service                                         5.08 (22)
Highly Compensated Employee                                          1.07 (3)
Hour of Service                                                      1.24 (6)
Investment Manager                                               9.02(i) (37)
Issuer                                                              1.35 (11)
Key Employee                                                      1.29(a) (9)
Leased Employees                                                     1.28 (8)
Leveraged Employer Securities                                       1.34 (11)
Limitation Year                                                  3.04(e) (16)
Master trust                                                          1.18(5)
Maximum Permissible Amount                                          3.01 (12)
Minimum Distribution Incidental Benefit (MDIB)                   6.02(A) (25)
Non-Key Employee                                                    1.29 (10)
Nonforfeitable                                                       1.13 (5)
Nontransferable Annuity                                              1.20 (6)
Normal Retirement Age                                               5.01 (20)
Participant                                                          1.08 (4)
Permissive Aggregation Group                                     1.29(e) (10)
Plan                                                                 1.01 (2)
Plan Administrator                                                   1.04 (2)
Plan Entry Date                                                      1.16 (5)
Plan Year                                                            1.14 (5)
Qualified Domestic Relations Order                                  6.07 (29)
Related Employers                                                    1.27 (8)
Required Aggregation Group                                       1.29(d) (10)
Required Beginning Date                                          6.01(B) (24)
Service                                                              1.23 (6)
Top Heavy Minimum Allocation                                     3.02(B) (13)
Top Heavy Ratio                                                      1.29 (8)
Sponsor                                                              1.02 (2)
Trust                                                                1.18 (5)
Trust Fund                                                           1.19 (6)
Trustee                                                              1.03 (2)
Years of Service                                                    5.08 (22)

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                           STILWELL FINANCIAL, INC.
                        EMPLOYEE STOCK OWNERSHIP PLAN
                             (Effective October 1, 1999)

                                 INTRODUCTION

     Stilwell Financial, Inc. ("Stilwell") hereby establishes, effective as
of October 1, 1999 (the "Effective Date"), the Stilwell Financial, Inc.
Employee Stock Ownership Plan ("Plan") for the administration and
distribution of (i) accounts transferred to the Plan from the Kansas City
Southern Industries, Inc. Employee Stock Ownership Plan ("KCSI ESOP") 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.

     This Plan is intended to be an employee stock ownership plan, and to
qualify as such under Section 4975(e)(7) of the Internal Revenue Code of 1986
and under Treasury Regulation Section 54.4975-11.  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 the KCSI ESOP
to this Plan.  If a Participant whose Account is transferred from the KCSI
ESOP 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 ESOP as in effect on
the date of the Employee's termination of employment.

     As of 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").
It is contemplated that as of a certain date (the "Spinoff Date"), all of the
shares of Stilwell held by KCSI will be 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 will thereby cease 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 ESOP.  As of the Effective
Date, the KCSI ESOP was split into two separate plans:  (1) an employee stock
ownership plan providing benefits to eligible employees of the Stilwell
Group, to which were transferred the assets of the KCSI ESOP allocable to
employees and former employees of the Stilwell Group, and which is known as
the Stilwell Financial, Inc. Employee Stock Ownership Plan ("Plan"); and
(2) an employee stock ownership plan providing benefits to employees of KCSI
and certain of its affiliates (exclusive of the Stilwell Group), which
continued to hold the assets of the KCSI ESOP allocable to employees and
former 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. Employee Stock Ownership Plan ("KCSI ESOP").

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

     As a result of the Spinoff, Participants' Accounts under the Plan will
hold both KCSI Shares and shares of common stock of Stilwell ("Stilwell
Shares") that will be received as dividends with respect to such KCSI Shares,
and will be Employer Securities within the meaning of Section 1.32.
Accordingly, Stilwell has determined that in order to provide Participants
with the opportunity to continue to hold the same economic investment
following the Spinoff as before and enhanced investment flexibility following
the Spinoff, the Plan shall provide for not only the holding of Stilwell
Shares, but also the holding of KCSI Shares and interests in a short-term
cash equivalent investment fund ("Short Term Fund") designated by the
Advisory Committee.  As provided in Section 8.11, and subject to the
provisions thereof, following the Spinoff, Participants may elect to continue
holding KCSI Shares in their Accounts under the Plan, or may elect to sell
KCSI Shares and reinvest the proceeds in Stilwell Shares or in the Short Term
Fund.  The continued holding of KCSI Shares following the Spinoff is limited
to those KCSI Shares that remain allocated to Participants' Accounts
immediately following the Spinoff.  Accordingly, following the Spinoff no
future contributions to or earnings of the Plan, and no amounts transferred
from the Short Term Fund, may be invested in KCSI Shares.  Cash dividends on
KCSI Shares received by the Plan following the Spinoff shall be invested in
Stilwell Shares.

                                 DEFINITIONS

     "Plan" means the retirement plan established by Stilwell as set forth
herein, designated as the "Stilwell Financial, Inc. Employee Stock Ownership
Plan."  The Sponsor has designed this Plan to invest primarily in Employer
Securities.

     "Employer" means Stilwell Financial, Inc. ("Stilwell" or the "Sponsor"),
or any other 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 for the Plan
as from time to time constituted.

     "Employee" means any employee of the 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 for
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,
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, 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 Section 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 of the Employer 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, 1999.

     "Effective Date" of this Plan is October 1, 1999.

     "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 shall make all Plan allocations
for a particular Plan Year as of the last 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.  A single Master Trust has been established for all
Employers participating under the Stilwell Financial, Inc. Employee Stock
Ownership Plan.  However, the Trustee will 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 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 Spinoff Date that is credited with
respect to an Employee under the terms of the KCSI ESOP 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 Spinoff Date with an "affiliate"
of Stilwell during the time it is an "affiliate" as service with the
Employer.  For purposes of this Section 1.27, 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 an
Employer described in Section 1.02 may contribute to the Plan and only an
Employee employed by an 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 in the Plan as of the Determination
Date and the denominator of which is a similar sum determined for all
Employees in the Plan.  The Advisory Committee must include in the top heavy
ratio, as part of the present value of Accrued Benefits, any contribution by
the Employer 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, the 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 12-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 Aggregation 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 last Accounting Date
of the preceding Plan Year or, in the case of the first Plan Year of
the Plan, the last 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.

     "Disqualified Person" has the meaning ascribed to that term under Code
Section 4975(e)(2).

     "Employer Securities" means (i) prior to the Spinoff Date, voting common
stock issued by KCSI, or by a corporation which is a member of the same
controlled group of corporations, which is readily tradable on an established
securities market and (ii) on or after the Spinoff Date, voting common stock
issued by Stilwell, or by a corporation which is a member of the same
controlled group of corporations, which is readily tradable on an established
securities market.  Noncallable preferred stock of KCSI (prior to the Spinoff
Date) or Stilwell (on or after the Spinoff Date) shall be treated as Employer
Securities if such stock is convertible at any time into voting common stock
issued by KCSI or Stilwell, as applicable, if such conversion is at a
conversion price which (as of the date of acquisition by the Plan) is
reasonable.  Under regulations under Code Section 409(l), preferred stock
shall be treated as noncallable if after the call there will be a reasonable
opportunity for a conversion which meets the requirements of the preceding
sentence.

     "Exempt Loan" means a loan made to this Plan by a Disqualified Person,
or a loan to this Plan which a Disqualified Person guarantees, provided the
loan satisfies the requirements of Treas. Reg. Section 54.4975-7(b).

     "Leveraged Employer Securities" means Employer Securities acquired by
the Trust with the proceeds of an Exempt Loan and which satisfy the
definition of "qualifying employer securities" in Code Section 4975(e)(8)
with respect to the Plan to which the Exempt Loan was made.

     "Issuer" means the corporation that issued the Employer Securities.

                           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 his Employment Commencement Date.
Each Employee who was a Participant in the KCSI ESOP 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.  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 an 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
an 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 9.06.

     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 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 an 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 an Employer as a Leased Employee for purposes of vesting credit under
Article V.

     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 reemployed by
an 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

     AMOUNT.  For each Plan Year, the Employer may contribute to the Trust an
amount which the Employer may from time to time deem advisable.  The Employer
may not make a contribution to the Trust for any Plan Year to the extent the
contribution would exceed the Participants' "Maximum Permissible Amounts"
under Section 3.04.

     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 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:

          The Employer made the contribution by mistake of fact; or

          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's 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.

     The Employer may make its contribution in cash or in Employer Securities
as the Employer from time to time may determine.  The Employer may make its
contribution of Employer Securities at fair market value determined at the
time of contribution.

     CONTRIBUTION ALLOCATION.

     METHOD OF ALLOCATION.  Subject to Section 3.02(B) and any restoration
allocation required under Section 5.04, the Advisory Committee will allocate
and credit each annual Employer contribution (and Participant forfeitures, if
any) to the Account of each Participant in the Plan who satisfies the
conditions of Section 3.08, in the same ratio that each such Participant's
Compensation for the Plan Year (including, with respect to the Plan Year
ending December 31, 1999, Compensation received prior to the Effective Date
while participating in the KCSI ESOP) bears to the total Compensation of all
such Participants for the Plan Year.

Top Heavy Minimum Allocation.

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

     Each Non-Key Employee (as defined in Section 1.29) who is a
Participant in the Plan 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, irrespective of whether he
satisfies the Hours of Service condition under Section 3.08(B);
and

     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 in the Plan (as defined in Section 1.29).  However, if a
defined benefit plan maintained by the Employer which benefits a
Key Employee in the Plan 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 in the Plan.

     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 3.02(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 under Sections 3.02
and 3.07 divided by his Compensation for the entire Plan Year.
However, a Non-Key Employee's contribution rate does not include
any Elective Contributions under a Code Section 401(k)
arrangement maintained by the Employer nor any Employer matching
contributions made by the Employer 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 3.02(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
3.02(A).  The Employer then will contribute an additional amount
for the Account of any Participant in the Plan who is entitled
under this Section 3.02(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.

     LIMITATIONS ON ALLOCATIONS TO PARTICIPANTS' ACCOUNTS. The amount of
Annual Additions which the Advisory Committee may allocate under the 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 3.02, would result in an Excess Amount
(other than an Excess Amount resulting from the circumstances described in
Section 3.02(B)) to the Participant's Account, the Advisory Committee will
reallocate the Excess Amount to the remaining Participants in the Plan 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 a 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 in the Plan 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, pursuant to Section 3.03(A), or because of
the allocation of forfeitures, there is an Excess Amount with respect to a
Participant in the Plan 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 Plan
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.

MORE THAN ONE PLAN.  If the Advisory Committee allocated an Excess Amount to
a Participant's Account on an allocation date of the 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 first to the profit sharing plan component of the
Stilwell Financial, Inc. 401(k) and Profit Sharing Plan or the Janus Capital
Corporation Profit Sharing Plan, as applicable.  If an Excess Amount remains,
it will then be attributed to this Plan and then, if necessary, to the 401(k)
plan component of the Stilwell Financial, Inc. 401(k) and Profit Sharing
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.  For purposes of Article III, the following terms
mean:

     "Annual Addition" - The sum of the following amounts allocated in
the Plan 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 reapplied to reduce Employer
contributions under Section 3.03.  Amounts allocated after March 31,
1984, to an individual medical account (as defined in Code Section
415(l)(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.

     "Annual Additions" do not include any Employer contributions
applied by the Advisory Committee (not later than the due date,
including extensions, for filing the Employer's Federal income tax
return for that Plan Year) to pay interest on an Exempt Loan, and any
Leveraged Employer Securities the Advisory Committee allocates as
forfeitures; provided, however, the provisions of this sentence do not
apply in a Plan Year for which the Advisory Committee allocates more
than one-third (1/3) of the Employer contributions applied to pay
principal and interest on an Exempt Loan to Restricted Participants.
The Advisory Committee may reallocate the Employer contributions in
accordance with Section 3.03 to the Accounts of non-Restricted
Participants to the extent necessary in order to satisfy this special
limitation.  For purposes of this Section 3.04, "Restricted
Participants" mean Participants in the Plan who are Highly Compensated
Employees within the meaning of Code Section 414(q).

     "Compensation" - For purposes of applying the limitations of
Section 3.03, "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.

     "Employer" - The Employer that adopts this Plan and any related
employers described in Section 1.27.  Solely for purposes of applying
the limitations of Section 3.03, 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.

     "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 limitation by
the following fraction:

                   Number of months in the short Limitation Year
                   ---------------------------------------------
                                       12

     "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 Section 3.03, 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
Section 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 an 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 3.04.  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 Applicable
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).

     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.  An Employer may pay its contribution
for each Plan Year in one or more monthly installments without interest.  An
Employer must make its contribution to the Trust within the time prescribed
by the Code or applicable Treasury regulations.

     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 Sections 5.04 or 9.07, the Advisory
Committee will allocate the forfeiture in accordance with Section 3.02, as an
Employer contribution for the Plan Year in which the forfeiture occurs, as if
the Participant forfeiture were an additional Employer 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.  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.  In making a forfeiture allocation under this Section
3.07, the Advisory Committee will base forfeitures of Employer Securities
upon the fair market value of the Employer Securities as of the Accounting
Date of the forfeitures.

     ACCRUAL OF BENEFIT.  The Advisory Committee will determine the accrual
of benefit (Employer contributions and Participant forfeitures) on the basis
of the Plan Year.

COMPENSATION TAKEN INTO ACCOUNT.  In allocating an Employer contribution to a
Participant's account, the Advisory Committee, except for purposes of
determining the top heavy minimum contribution under Section 3.02(B), will
take into account only the Compensation determined for the portion of the
Plan Year in which the Employee actually is a Participant.

HOURS OF SERVICE REQUIREMENT.  Subject to the top heavy minimum allocation
requirement of Section 3.02(B), the Advisory Committee will not allocate any
portion of an Employer contribution for a Plan Year to any Participant's
Account 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 who, during a particular Plan Year,
completes the Hours of Service requirement under this Section 3.08 will share
in the allocation of Employer contributions and Participant forfeitures
without regard to whether he is employed by an Employer on the last day of
that Plan Year.

                          PARTICIPANT CONTRIBUTIONS

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

     PARTICIPANT ROLLOVER CONTRIBUTIONS.  The Plan does not permit
Participant rollover contributions.

                 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 an Employer after
attaining 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 an Employer on or after that date).

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

     VESTING SCHEDULE.  Except as provided in Sections 5.01 and 5.02, for
each Year of Service, a Participant's Nonforfeitable percentage of his
Accrued Benefit derived from Employer contributions equals the percentage in
the following vesting schedule:

                                                Percent of
       Years of Service                       Nonforfeitable
      With the Employer                      Accrued Benefit
      -----------------                      ---------------

      Less than 5                                  None
      5 or more                                    100%

     For any Plan Year in which the Plan is a top heavy Plan (as defined in
Section 1.29) the Advisory Committees will calculate a Participant's
Nonforfeitable percentage of his Accrued Benefit 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 or more                                    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 7.04 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 DISTRIBUTION TO PARTIALLY-VESTED PARTICIPANTS/ RESTORATION OF
FORFEITED ACCRUED BENEFIT.  If, pursuant to Article VI, a partially-vested
Participant receives a cash-out distribution from the Plan before he incurs a
Forfeiture Break in Service (as defined in Section 5.08), the cash-out
distribution will result in a forfeiture of the non-vested portion of the
Participant's Accrued Benefit derived from Employer contributions in the Plan
as of the last day of the Plan Year in which the cash-out distribution
occurs.  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 an Employer after receiving a cash-out
distribution of the Nonforfeitable percentage of his Accrued Benefit may
repay the Plan 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 in the Plan 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 Section
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:

               (1)  5 years have elapsed since the Participant's first
reemployment date following the cash-out distribution; or

               (2)  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:

               (1)  First, the amount, if any, of Participant forfeitures the
Advisory Committee would otherwise allocate under Section 3.07;

               (2)  Second, the amount, if any, of the net income or gain for
the Plan for the Plan Year; and

               (3)  Third, the Employer 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 any 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 in the
Plan.  The Advisory Committee will not take into account the allocation under
this Section 5.04 in applying the limitation on allocations under Section
3.03.

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 a 0% vested Participant as having received a cash-out
distribution on the last day of the Plan Year in which he separates from
Service.  For purposes of applying the restoration provisions of this Section
5.04, the Applicable Advisory Committee will treat the 0% vested Participant
as repaying his cash-out "distribution" on the first date of his reemployment
with an Employer.

     [RESERVED].

     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, including Plan Years prior to the Effective
Date of the Plan.

     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
complete more than 500 Hours of Service.

     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 an 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 last day of the Plan Year in which the Participant receives a
     cash-out distribution.

     The Advisory Committee determines the percentage of a Participant's
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 9.07.  Employer
Securities and KCSI Shares allocated to the Participant's Account under
Section 9.06 or 8.11 of the Plan must be forfeited only after other assets.

                   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 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 (ii) for purposes of making a distribution
as of a distribution date, 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.

     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, on the first distribution date after 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.  If the Participant has attained Normal
     Retirement Age when he separates from Service, the distribution 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.

          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 latest of the following events
     occurs:  (a) the Participant attains Normal Retirement Age; (b) the
     Participant attains age 62; or (c) the Participant separates from
     Service.

     DISABILITY.  If the Participant terminates employment because of
Disability, in a lump sum, on the first distribution date after 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 non-election), 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.

          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, on the first distribution date following the Participant's
     death or, if later, on the first distribution date following 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 on the first distribution date following the date on which the
     Participant's death occurs or, if later, on 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 Participant or Beneficiary may elect
distribution 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 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, at the election of
the Participant, the Advisory Committee may direct the Trustee to segregate
all or any part of the Participant's Accrued Benefit 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 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.

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 for a Participant in the
Plan equals the Participant's Nonforfeitable Accrued Benefit in the Plan 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 in the Plan, 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.  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.  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 a Participant's
Nonforfeitable Accrued Benefit in the Plan over a period described in clause
(ii) above 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 in the Plan 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
Section 6.02(B).  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 commences payment to the designated
Beneficiary.  The Advisory Committee will apply this Section 6.02(B) 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 ninety (90) days before nor
later than thirty (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 the
Participant's Separation from Service.  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 Section  6.03(A).  If the Participant
is partially vested in his Accrued Benefit, an election under this Section
6.03(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 an
Employer.

PARTICIPANT ELECTIONS PRIOR TO TERMINATION OF EMPLOYMENT.  During his
employment with an Employer, the Participant does not have any right to
commence distribution of his Nonforfeitable Accrued Benefit for any reason,
unless required by Section 6.01(B).

(C)     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.

     ANNUITY DISTRIBUTIONS TO PARTICIPANTS.  The joint and survivor annuity
requirements of the Code do not apply to this Plan.  The Plan does not
provide any annuity distributions to Participants.  A transfer agreement
described in Section 13.05 may not permit a plan which is subject to the
provisions of Code Section 417 to transfer assets to this Plan.

     SPECIAL DISTRIBUTION AND PAYMENT REQUIREMENTS.  Unless the Participant
elects in writing to have the Trustee apply other distribution provisions of
the Plan, or unless other distribution provisions of the Plan require earlier
distribution of the Participant's Accrued Benefit attributable to Employer
Securities, the Trustee must distribute the Participant's vested Accrued
Benefit (the "Eligible Portion") no later than the time prescribed by this
Section 6.05, irrespective of any other provision of the Plan.  The
distribution provisions of this Section 6.05 are subject to the consent and
form of distribution requirements of Articles V and VI of the Plan.

          If the Participant separates from Service by reason of the
     attainment of Normal Retirement Age, death, or disability, the Advisory
     Committee will direct the Trustee to commence distribution of the
     Eligible Portion not later than one year after the close of the Plan
     Year in which that event occurs.

          If the Participant separates from Service for any reason other than
     by reason of the attainment of Normal Retirement Age, death or
     disability, the Advisory Committee will direct the Trustee to commence
     distribution of the Eligible Portion not later than one year after the
     close of the fifth Plan Year following the Plan Year in which the
     Participant separates from Service.  If the Participant resumes
     employment with an Employer on or before the last day of the fifth Plan
     Year following the Plan Year of his Separation from Service, the
     distribution provisions of this paragraph (b) do not apply.

     For purposes of this Section 6.05, Employer Securities do not include
any Employer Securities acquired with the proceeds of an Exempt Loan until
the close of the Plan Year in which the borrower repays the Exempt Loan in
full.

     Notwithstanding anything else in this Plan, unless the Participant
otherwise elects, the distribution of the Participant's Accrued Benefit will
be in substantially equal periodic payment (not less frequently than
annually) over a period not longer than the greater of:

          Five years, or

          In the case of a Participant with an Accrued Benefit in excess of
     Five Hundred Thousand Dollars ($500,000) (or beginning January 1, 1990,
     such larger amount as the Commissioner of Internal Revenue shall
     prescribe), five (5) years plus one (1) additional year (not more than
     five (5) additional years) for each One Hundred Thousand Dollars
     ($100,000) (or beginning January 1, 1990, such larger amount as the
     Commissioner of Internal Revenue shall prescribe) or fraction thereof by
     which such balance exceeds $500,000.

          The foregoing provisions of this paragraph shall not be construed
     so as to preclude the distribution of a Participant's Accrued Benefit in
     the form of a single lump-sum payment.

     [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 on any distribution date 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 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 the KCSI ESOP with
respect to the Accrued Benefit of a Stilwell Participant, shall continue to
be treated as a qualified domestic relations order under this 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, at the election of the alternate
payee(s), the Advisory Committee 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 6.08, 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 Code
     Section 401(a)(9); 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 Code Section 408(a), an
     individual retirement annuity described in Code Section 408(b), an
     annuity plan described in Code Section 403(a), or a qualified trust
     described in Code Section 401(a), 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 Employer furnishes to the Advisory Committee
are conclusive as to all persons.

     NO LIABILITY.  No Employer assumes any obligation or responsibility to
any of its Employees, Participants or Beneficiaries for any act of, or
failure to act, on the part of the 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 member of the Advisory Committee from
any liability he may have under ERISA for breach of a fiduciary duty.
Furthermore, the Plan Administrator and the members of the Advisory Committee
and the Employer may execute a letter agreement further delineating the
indemnification agreement of this paragraph, provided the agreement must be
consistent with and must not violate ERISA.  The indemnification provisions
of this paragraph extend to the Trustee solely to the extent provided by a
letter agreement executed by the Trustee and the Employer.

     AMENDMENT TO VESTING SCHEDULE.  Though the Employer reserves the right
to amend the vesting schedule of the Plan 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 amendment is
adopted, or the date the amendment becomes effective) to a percentage less
than the Nonforfeitable percentage computed under the Plan prior to the
amendment.

     If an Employer makes a permissible amendment to the vesting schedule,
each Participant having at least 3 Years of Service with an 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 sixty (60) days of the latest
of (a) the 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 7.04, 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 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 the KCSI ESOP immediately prior to the
Effective Date, shall continue to be valid under this 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 throughout 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 Participant's
spouse cannot be located; (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 predeceases 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 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 an 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 in the Plan a summary description of any
material amendment to, 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, feels 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 sixty (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 sixty (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.

     ESOP DIVERSIFICATION.  Except as provided in this Section 8.10 and in
Section 8.11, a Participant does not have the right to direct the Trustee
with respect to the investment or reinvestment of the assets comprising the
Participant's individual Account.  Each Qualified Participant may direct the
Trustee as to the investment of 25% of the value of the Participant's Accrued
Benefit attributable to Employer Securities (the "Eligible Accrued Benefit"),
within 90 days after the Accounting Date of each Plan Year (to the extent a
direction amount exceeds the amount to which a prior direction under this
Section 8.10 applies) during the Participant's Qualified Election Period.
For the last Plan Year in the Participant's Qualified Election Period, the
Trustee will substitute "50%" for "25%" in the immediately preceding
sentence.  The Qualified Participant must make his direction to the Trustee
in writing at such time and in such manner as the Advisory Committee shall
prescribe, the direction may be effective no later than 180 days after the
close of the Plan Year to which the direction applies, and the direction must
either (i) request distribution of the portion of the Qualified Participant's
Eligible Accrued Benefit covered by the election or (ii) if the Advisory
Committee has designated Investment Funds to be available under the Plan,
specify the Investment Fund or Funds from among those designated by the
Advisory Committee as available under the Plan.  The Trustee will make a
distribution requested under this Section 8.10 within 90 days after the last
day of the period during which the Qualified Participant may make the
election.

     For purpose of this Section 8.10, the following definitions apply:

          "Qualified Participant" means a Participant who has attained age 55
     and who has completed at least 10 years of participation in the Plan
     (including, for this purpose, years of participation in the KCSI ESOP).
     A "year of participation" means a Plan Year in which the Participant was
     eligible for an allocation of Employer contributions, irrespective of
     whether the Employer actually contributed to the Plan for that Plan
     Year.

          "Qualified Election Period" means the six (6) Plan Year period
     beginning with the Plan Year in which the Participant first becomes a
     Qualified Participant.

     A Participant's right under this Section 8.10 to direct the investment
of his Account applies solely to Employer Securities acquired by the Plan
after December 31, 1986.

     The Advisory Committee may designate Investment Funds to be available
for investment under this Section 8.10.  The Advisory Committee may from time
to time designate additional Investment Funds, terminate the availability of
any Investment Fund or modify the investment characteristics of any
Investment Fund as it deems appropriate in its sole discretion.  The Advisory
Committee shall prescribe the times and the manner in which Participant
investment elections may be made pursuant to this Section 8.10 or Section
8.11.  The Advisory Committee may prescribe such limitations and restrictions
on the number, timing or frequency of investment elections and such other
rules and procedures as it may deem appropriate in its sole discretion.

     KCSI SHARES AND SHORT TERM FUND.

KCSI SHARES.  All of the KCSI Shares allocated to Participants' Accounts
shall, as soon as possible following the Spinoff Date as is consistent with
prudent investment standards as determined by the Trustee, be sold (or
exchanged for Stilwell Shares) and the sales proceeds reinvested in Stilwell
Shares; provided, however, that, at such time, in such manner and subject to
such restrictions regarding minimum share dispositions or holdings as the
Advisory Committee shall prescribe, a Participant may elect to have all or
any portion of the KCSI Shares allocated to his or her Account (1) continued
to be held in such Account as whole (but no fractional) KCSI Shares, (2) sold
and the sale proceeds reinvested in the Short Term Fund (as designated for
this purpose by the Advisory Committee) or (3) any combination of the
foregoing.

ON-GOING PARTICIPANT INVESTMENT DIRECTION.  Following the Spinoff, each
Participant whose Account includes KCSI Shares or interests in the Short Term
Fund may elect, at such times, in such manner and subject to such
restrictions regarding minimum share dispositions or holdings as the Advisory
Committee shall prescribe, (1) to have all or any portion of such whole KCSI
Shares sold and the sale proceeds reinvested in (i) Stilwell Shares, (ii) the
Short Term Fund or (iii) any combination thereof, and (2) to have all or any
portion of such Short Term Fund interest sold and the sale proceeds
reinvested in Stilwell Shares.

KCSI DIVIDENDS.  Cash dividends received by the Plan following the Spinoff
with respect to KCSI Shares held in a Participant's Account shall be invested
in Stilwell Shares and allocated to such Participant's Account.

FORFEITURE OF KCSI SHARES.  If KCSI Shares held in a Participant's Account
are forfeited pursuant to Section 5.09 or 9.07, immediately prior to the
occurrence of such forfeiture, such KCSI Shares shall be sold, the sale
proceeds shall be reinvested in Stilwell Shares and such Stilwell Shares
shall be allocated in accordance with Section 3.07.

STILWELL SHARES.  Such portion of a Participant's Account that is invested in
Stilwell Shares (whether pursuant to Section 8.11(A) or as a result of such
Participant's election pursuant to Section 8.11(B), the reinvestment of
dividends pursuant to Section 8.11(C) or the allocation of forfeitures
pursuant to Section 8.11(D)), shall remain invested in Stilwell Shares and
shall not be subject to investment direction by the Participant except to the
extent permitted by, and in accordance with the provisions of, Section 8.10.

DESIGNATED FIDUCIARY DISCRETION.  Notwithstanding the foregoing provisions of
this Section 8.11, the rights of Participants either to continue to hold KCSI
Shares for investment in their Accounts or to direct that such KCSI Shares be
sold and the sale proceeds reinvested in Stilwell Shares or the Short Term
Fund, and the rights of Participants either to continue to hold interests in
the Short Term Fund in their Accounts or to direct that such Short Term Fund
interests be sold and the sale proceeds reinvested in Stilwell Shares, shall
be subject to a determination by the Designated Fiduciary (as defined below)
that the continued holding or the sale of KCSI Shares or Short Term Fund
interests, as the case may be, is appropriate in light of prudent investment
standards including, with respect to the holding of KCSI Shares or Short Term
Fund interests but not with respect to the acquisition or holding of Stilwell
Shares,  considerations of diversification, and the Designated Fiduciary
shall have absolute discretion at any time to require either the sale or the
continued holding of all or any portion of the KCSI Shares or Short Term Fund
interests allocated to Participants' Accounts without regard to any election
or the failure to elect by a Participant with respect to such sale or
continued holding.  In making the foregoing determinations, the Designated
Fiduciary shall take into account that the Plan is an employee stock
ownership plan which is designed to invest primarily in qualifying employer
securities.  In considering any sales of KCSI Shares or Short Term Fund
interests in connection with the foregoing determinations (whether such sales
are to be made at the election of Participants or upon the determinations of
the Designated Fiduciary without regard to any election or failure to elect
by Participants) the Designated Fiduciary shall act in accordance with the
best interests of Participants to protect the value of Plan assets.  The
"Designated Fiduciary" for purposes of carrying out the provisions of this
Section 8.11(F) shall be such person, persons or entity designated as such in
writing by the Advisory Committee or, in the absence of such designation, the
Advisory Committee shall be the Designated Fiduciary.

                ADVISORY COMMITTEE -- DUTIES WITH RESPECT TO
                          PARTICIPANTS' ACCOUNTS

     MEMBERS' COMPENSATION, EXPENSES. Stilwell 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.

     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 in
     the Plan and the Nonforfeitable percentage of each Participant's Accrued
     Benefit in the Plan;

          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, interpret and enforce the terms of the Plan (including
     making factual determinations) 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

          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 asset in the Plan 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.

     INDIVIDUAL ACCOUNTS.  The Trustee shall maintain a separate Account, or
multiple separate Accounts, in the name of each Participant in the Plan to
reflect the Participant's Accrued Benefit under the Plan.  The Trustee must
maintain one Account designated as the Employer Securities Account to reflect
a Participant's interest in Employer Securities held by the Plan, and another
Account designated as the General Investments Account to reflect the
Participant's interest in the Plan attributable to assets other than Employer
Securities.  If a Participant reenters the Plan subsequent to his having a
Forfeiture Break in Service (as defined in Section 5.08), the Trustee must
maintain separate Accounts for the Participant's pre-Forfeiture Break in
Service Accrued Benefit and separate Accounts for his post-Forfeiture Break
in Service Accrued Benefit unless the Participant's entire Accrued Benefit
under the Plan is 100% Nonforfeitable.

     The Trustee shall make its allocations to the Accounts of the
Participants in the Plan in accordance with the provisions of Section 9.06.
The Trustee may and if directed by the Advisory Committee shall maintain a
temporary segregated investment Account in the name of a Participant to
prevent a distortion of income, gain or loss allocations under Section 9.06.
The Trustee shall maintain records of its activities.

     VALUE OF PARTICIPANT'S ACCRUED BENEFIT.  The value of each Participant's
Accrued Benefit consists of that portion of the net worth (at fair market
value) of the Plan which the net credit balance in his Accounts bears to the
total net credit balance in the Accounts of all Participants in the Plan.
For purposes of a distribution under the Plan, the value of a Participant's
Accrued Benefit is its value as of the valuation date immediately preceding
the date of the distribution.  A Participant's Accrued Benefit shall not
include or be deemed to include, any Employer Security held in a suspense
account, as provided in Section 10.03(B).

     ALLOCATIONS TO PARTICIPANTS' ACCOUNTS.  A "valuation date" under this
Plan is each Accounting Date and each interim valuation date determined by
the Sponsor.  As of each valuation date the Trustee 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.

EMPLOYER SECURITIES ACCOUNT.  As of the Accounting Date of each Plan Year,
the Trustee first will reduce Employer Securities Accounts in the Plan for
any forfeitures arising under Section 5.09 and then will credit the Employer
Securities Account maintained for each Participant in the Plan with the
Participant's allocable share of Employer Securities (including fractional
shares) purchased and paid for by the Trust or contributed in kind to the
Trust, with any forfeitures of Employer Securities and with any stock
dividends on Employer Securities allocated to his Employer Securities
Account.  The Trustee will allocate Employer Securities acquired with an
Exempt Loan under Section 10.03(B) in accordance with that Section.  Except
as otherwise specifically provided in Section 10.03(B), the Trustee will base
allocations to the Participants' Accounts on dollar values expressed as
shares of Employer Securities or on the basis of actual shares where there is
a single class of Employer Securities.  In making a forfeiture reduction
under this Section 9.06(A), the Trustee, to the extent possible, first must
forfeit from a Participant's General Investment Account before making a
forfeiture from his Employer Securities Account.

GENERAL INVESTMENT ACCOUNT.

     TRUST FUND ACCOUNTS.  The allocation provisions of this paragraph apply
to all Participant General Investment Accounts in the Plan other than
segregated investment Accounts.  The Trustee first will adjust such
Participant General Investment 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 9.07, for amounts
charged during the valuation period to the Accounts in accordance with
Section 9.14 (relating to distributions) and for the amount of any such
General Investment Account which the Trustee has fully distributed since the
immediately preceding valuation date.  The Trustee then, subject to the
restoration allocation requirements of Section 5.04 or of Section 9.07, will
allocate the net income, gain or loss pro rata to the adjusted Participant
General Investment Accounts in the Plan.  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.  In making
its allocations under this Section 9.06(B), the Trustee will exclude Employer
Securities allocated to Employer Securities Accounts, stock dividends on
allocated Employer Securities and interest paid by the Trust on an Exempt
Loan.  The Trustee will include cash dividends on Employer Securities as
income (available for payment on an Exempt Loan to the extent such dividends
are attributable to Employer Securities acquired with the proceeds of an
Exempt Loan) except cash dividends which the Advisory Committee has directed
the Trustee to distribute in accordance with Section 10.08, or which the
Advisory Committee has directed the Trustee to use for the payment of
principal and/or interest on any Exempt Loan, or to use for the funding of a
benefit distribution in cash, in lieu of Employer Securities, to a
Participant pursuant to Section 10.08.  If dividends on any Employer
Securities are used for the funding of such a benefit distribution in cash
pursuant to Section 10.08, then the Employer Securities which, but for such
benefit distribution in cash rather than Employer Securities, would have been
distributed to the Participant shall be allocated for the Plan Year in which
such cash benefit distribution occurred to the Accounts of Participants as if
such Employer Securities constituted earnings for such Plan Year.

     SEGREGATED INVESTMENT ACCOUNTS.  A segregated investment Account
receives all income it earns and bears all expense or loss it incurs.  As of
the valuation date, the Trustee must reduce a segregated investment Account
for any forfeiture arising under Section 5.09 after the Trustee 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
Article III does not share in the allocation of net income, gain or loss
described in this Section 9.06(B).  The Trustee will allocate the Employer
contributions and Participant forfeitures, if any, in accordance with Article
III.

     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 9.07 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 3.07.  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
distributed 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
Nonforfeiture Accrued Benefit in the Plan 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 in the Plan who has incurred a
forfeiture of his Accrued Benefit in the Plan under the provisions of the
first paragraph of this Section 9.07 makes a claim, at any time, for the
forfeited Accrued Benefit, the Advisory Committee must restore such 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 in the Plan, then from
the amount, if any, of the Trust Fund net income or gain allocable to the
Plan for the Plan Year and then from the amount, or additional amount, that
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
not 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 9.07 apply solely to the Participant's or the Beneficiary's
Accrued Benefit derived from Employer contributions.

     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 the such
Advisory Committee pending the filling of the vacancy.

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

     AUTHORIZED REPRESENTATIVE.  The Advisory Committee may authorize any one
of its members, or its Secretary, 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 its 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 STATEMENT.  As soon as practicable after the last 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.

                           TRUSTEE POWERS AND DUTIES

     TRUSTEE POWERS AND DUTIES.  In addition to the powers and duties set
forth in the Master Trust Agreement, the Trustee shall have the powers and
duties set forth in this Article X.

     [RESERVED]

     INVESTMENT POWERS.

[RESERVED]

EXEMPT LOAN.  This Section 10.03(B) specifically authorizes the Trustee, at
the direction of the Advisory Committee, to enter into an Exempt Loan
transaction with respect to the Plan.  The following terms and conditions
will apply to any Exempt Loan authorized by this Section 10.03(B).

          The Trustee will use the proceeds of the loan within a reasonable
     time after receipt only for any or all of the following purposes:
     (i) to acquire Employer Securities, (ii) to repay such loan, or (iii) to
     repay a prior Exempt Loan.  Except as provided under Article XI, no
     Employer Security acquired with the proceeds of an Exempt Loan may be
     subject to a put, call or other option, or buy-sell or similar
     arrangement while held by and when distributed from this Plan, whether
     or not this Plan is then an employee stock ownership plan.

          The interest rate of the loan may not be more than a reasonable
     rate of interest.

          Any collateral the Trustee pledges to the creditor must consist
     only of the assets purchased by the borrowed funds and those assets the
     Trust used as collateral on the prior Exempt Loan repaid with the
     proceeds of the current Exempt Loan.

          The creditor may have no recourse against the Trust under the loan
     except with respect to such collateral given for the loan, contributions
     (other than contributions of Employer Securities) made to the Trust to
     meet its obligations under the loan, and earnings attributable to such
     collateral and the investment of such contributions.  The payment made
     with respect to an Exempt Loan by the Plan during a Plan Year must not
     exceed an amount equal to the sum of such contributions and earnings
     received during or prior to the year less such payments in prior years.
     The Advisory Committee and the Trustee must account separately for such
     contributions and earnings in the books of account of the Plan until the
     Trust repays the loan.

          In the event of default upon the loan, the value of Plan assets
     transferred in satisfaction of the loan must not exceed the amount of
     the default, and if the lender is a Disqualified Person, the loan must
     provide for transfer of Plan assets upon default only upon and to the
     extent of the failure of the Plan to meet the payment schedule of the
     loan.

          The Trustee must add and maintain all assets acquired with the
     proceeds of an Exempt Loan in a Suspense Account.  In withdrawing assets
     from the Suspense Account, the Trustee will apply the provisions of
     Treas. Reg. Sections 54.4975-7(b)(8) and (15) as if all securities in
     the Suspense Account were encumbered.  Upon the payment of any portion
     of the loan, the Trustee will effect the release of assets in the
     Suspense Account from encumbrances.  For each Plan Year during the
     duration of the loan, the number of Employer Securities released must
     equal the number of encumbered Employer Securities held immediately
     before release for the current Plan Year multiplied by a fraction.  The
     numerator of the fraction is the amount of principal and interest paid
     for the Plan Year.  The denominator of the fraction is the sum of the
     numerator plus the principal and interest to be paid for all future Plan
     Years.  The number of future Plan Years under the loan must be
     definitely ascertainable and must be determined without taking into
     account any possible extension or renewal periods.  If the interest rate
     under the loan is variable, the interest to be paid in future Plan Years
     must be computed by using the interest rate applicable as of the end of
     the Plan Year.  If collateral includes more than one class of Employer
     Securities, the number of Employer Securities of each class to be
     released for a Plan Year must be determined by applying the same
     fraction to each such class.  The Advisory Committee will allocate
     assets withdrawn from the Suspense Account to the Accounts of
     Participants who otherwise share in the allocation of the Employer's
     contribution for the Plan Year for which the Trustee has paid the
     portion of the loan resulting in the release of the assets.  The
     Advisory Committee consistently will make this allocation as of each
     Accounting Date on the basis of nonmonetary units, taking into account
     the relative Compensation of all such Participants for such Plan Year.
     Notwithstanding the foregoing provisions for the allocation of Employer
     Securities withdrawn from the Suspense Account, if dividends on any
     Employer Securities which are allocated to any Participant are used to
     make any payment on an Exempt Loan, then Employer Securities with a fair
     market value not less than the amount of such dividends shall be
     allocated to the Account of such Participant for the Plan Year in which,
     but for the use of the dividends to make a payment on the loan, such
     dividends would have been allocated to the Account of such Participant.
     Employer Securities acquired by the Trust must be accounted for in
     accordance with the provisions of Treasury Regulation Section 54.4975-
     11(d)(1), both while they are held in the Suspense Account and after
     release therefrom.

          The loan must be for a specific term and may not be payable at the
     demand of any person except in the case of default.

          Notwithstanding the fact this Plan ceases to be an employee stock
     ownership plan, Employer Securities acquired with the proceeds of an
     Exempt Loan will continue after the Trustee repays the loan to be
     subject to the provisions of Treas. Reg. Section 54.4975-7(b)(4), (10),
     (11) and (12) relating to put, call or other options and to buy-sell or
     similar arrangements, except to the extent these regulations are
     inconsistent with Code Section 409(h).

     [RESERVED]

     [RESERVED]

     [RESERVED]

     [RESERVED]

     DISTRIBUTION OF TRUST FUND.  In the absence of a contrary Participant
election, the Trustee shall, to the extent of the Employer Securities in a
Participant's Accounts, make all distributions of benefits to such
Participant under the Plan in Employer Securities.  A Participant may,
however, elect to receive this distribution in cash based on the fair market
value of the Employer Securities as of the distribution valuation date
corresponding to the distribution date or in a combination of cash and
Employer Securities.  The Trustee shall pay in cash any fractional security
share to which a Participant or his Beneficiary is entitled.  Any remaining
balance in a Participant's Accounts shall be paid in cash, except that, at
the Participant's election, such balance shall be applied to provide whole
shares of Employer Securities for Participants in the Plan for distribution
at the then fair market value.

     If the charter or bylaws of the Issuer of the Employer Securities
restrict ownership of substantially all shares of Employer Securities to
Employees and the Trust, as described in Code Section 409(h)(2), the Trustee
may make the distribution of a Participant's Accrued Benefit entirely in cash
without granting the Participant the right to demand distribution in shares
of Employer securities.

     In addition to the distribution options set forth above, a Participant
may elect to receive a distribution in the form of such number (or any fewer
number) of whole KCSI Shares held in his or her Account as of the date of
distribution.

     Notwithstanding the preceding provisions of this Section 10.08, the
Trustee, if directed in writing by the Advisory Committee, shall pay, in
cash, any cash dividends on Employer Securities allocated, or allocable to
Participants' Employer Securities Account in the Plan, irrespective of
whether a Participant is fully vested in his Employer Securities Account.
The Advisory Committee's direction shall state whether the Trustee is to pay
the cash dividend distributions currently, or within the ninety (90) day
period following the close of the Plan Year in which the Employer pays the
dividends to the Trust.  The Advisory Committee may request the Employer to
pay dividends on Employer Securities directly to Participants in the Plan.

     [RESERVED]

     [RESERVED]

     [RESERVED]

     [RESERVED]

     [RESERVED]

     [RESERVED]

     PARTICIPANT VOTING RIGHTS - EMPLOYER SECURITIES AND KCSI SHARES.  Each
Participant (or the Beneficiary thereof) acting as a named fiduciary shall
have the right, with respect to Employer Securities, to direct the Trustee as
to the manner in which (a) to vote any stock allocated to his Employer
Securities Account as of the applicable record date of any shareholder
meeting in any matter put to a shareholder vote; and (b) to respond to a
tender offer, exchange offer or any other offer to purchase Employer
Securities allocated to the Participant's Employer Securities Account.

     Before any meeting in which a shareholder vote is to be taken, the
Employer will deliver to the Trustee or its designee such quantities of proxy
soliciting materials as are necessary to solicit voting instructions from the
Participants.  The Trustee or its designee will mail the proxy solicitation
materials (and any additional material made available to other shareholders
or otherwise deemed appropriate by the Trustee) to the Participants within a
reasonable time before the meeting.  A reasonable deadline for the return of
such materials may be specified.

     Shares will be voted as instructed by the Participants on each matter
brought before the meeting.  Such participants are appointed as named
fiduciaries to direct the Trustee as to the voting of shares allocated to the
accounts of Participants who have not timely instructed the Trustee how to
vote them and any unallocated shares.  Such shares will be voted in the same
proportions as the shares for which the Trustee has received timely
instructions.  The Trustee may submit to the Employer one summary proxy for
the aggregate number of shares.

     With regard to any tender offer, exchange offer or any other offer to
purchase Employer Securities, the Trustee or its designee will solicit such
instructions from Participants by distributing to each Participant such
information as is distributed to shareholders of the Employer, generally in
connection with any such offer, and any additional information the Trustee
deems appropriate in order for each Participant to give instructions.  A
reasonable deadline for the return of such materials may be specified.

     Shares will, in response to a tender offer, exchange offer or other
offer to purchase, be tendered, exchanged or sold as instructed by the
Participants.  Fractional shares will be aggregated for purposes of
tendering, exchanging or selling shares, to the extent possible, to reflect
the instructions of the Participants.  Such participants are appointed as
named fiduciaries to direct the Trustee as to the tender, exchange or sale of
shares allocated to an account of a Participant who has not timely instructed
the Trustee how to respond to such offer and any unallocated shares.  Such
shares will be tendered, exchanged or sold in the same proportion as shares
for which the Trustee has received timely instructions.

     For purposes of receiving, tabulating and transmitting instructions, the
Trustee will establish a procedure to insure that instructions received from
individual Participants regarding voting or responding to a tender offer,
exchange offer, or any other offer are held in confidence, and are not
divulged, released or otherwise utilized in a manner that, in the Trustee's
reasonable judgment, might influence the Participant's free exercise of the
rights set forth in this Section 10.15.

     Voting, tender and exchange rights with respect to KCSI Shares held by
the Plan shall be exercised in the same manner as such rights are exercised
with respect to Employer Securities as described in this Section 10.15.

     [RESERVED]

     USE OF INDEPENDENT APPRAISER.  All valuations of Employer Securities or
KCSI Shares acquired after December 31, 1986, which are not readily tradable
on an established securities market (within the meaning of Code Section
401(a)(28)(C)) with respect to activities carried on by the Plan shall be by
an independent appraiser.  For purposes of the preceding sentence, the term
"independent appraiser" means any appraiser meeting requirements similar to
the requirements of the Treasury Regulations prescribed under Code Section
170(a)(1).

     [RESERVED]

     KCSI SHARES RESTRICTIONS.  KCSI Shares transferred from the KCSI ESOP
that were Employer Securities acquired with the proceeds of an exempt loan
under the KCSI ESOP shall continue to be subject to the provisions of Treas.
Reg. Section 54.4975-7(b)(4), (10), (11) and (12) relating to put, call or
other options and to buy-sell or similar arrangements, except to the extent
such regulations are inconsistent with Section 409(h).

                         REPURCHASE OF EMPLOYER SECURITIES

     PUT OPTION.  Shares of Employer Securities distributed to a Participant
from the Trust shall be subject to a "put" option at the time of
distribution, provided that at such time the shares are either not readily
tradable on an established market within the meaning of Code Section 409(h)
or are subject to a trading limitation.  The "put" option shall be
exercisable by the Participant or his Beneficiary, by the donees of either,
or by a person (including an estate or its distributee) to whom the Employer
Securities pass by reason of the Participant's or Beneficiary's death.  The
"put" option shall provide that for a period of at least fifteen (15) months
after such shares are distributed, the holder of the option shall have the
right to cause the Employer, by notifying it in writing, to purchase such
shares at their fair market value, as determined by the Advisory Committee,
in accordance with Treasury Regulation Section 54.4975-11(d)(5) and Section
10.17 hereof.  The Advisory Committee may give the Trustee the option to
assume the rights and obligations of the Employer at the time the "put"
option is exercised, insofar as the repurchase of Employer Securities is
concerned.  The period during which the "put" option is exercisable shall not
include any period during which the holder is unable to exercise such "put"
option because the Employer is prohibited from honoring it by federal or
state law.  If the Employer is prohibited from honoring the "put" option by
federal or state law, the holder shall be entitled to cause it to be honored,
consistent with such law, by an affiliate or shareholder of the Employer that
has substantial net worth and whose net worth is reasonably expected to
remain substantial.  If shares of Employer Securities are readily tradable on
an established market on the date of distribution, but cease to be readily
tradable on an established market (as described above) within fifteen (15)
months after such date, the Employer Securities distributed shall be subject
to the "put" option described herein for the balance of the fifteen (15)
month period.  The Employer shall give written notice to each shareholder
within ten (10) days of the date the Employer Securities cease to be readily
tradable on an established market or that the Employer Securities become
subject to a trading limitation that the Employer Securities are subject to
the "put" option for the remainder of the fifteen (15) month period.  If the
Employer fails to give such notice to the shareholder within such ten (10)
day period, then the number of days between such tenth (10th) day and the
date on which the notice is actually given shall be added to the duration of
the fifteen (15) month period.  The terms of payment for the purchase of such
shares of Employer Securities shall be as set forth in the "put" option and,
if the Employer Securities are distributed as part of a total distribution,
may be either in a lump sum or in installments, as determined by the Advisory
Committee.  For purposes of the preceding sentence, the term "total
distribution" means the distribution within one taxable year to the
Participant of the balance to the credit of the Participant's Account.  If
the "put" option is exercised with respect to Employer Securities
constituting part of an installment distribution to a Participant, the amount
to be paid for the Employer Securities shall be paid not later than thirty
(30) days after the date the "put" option is exercised.

     An installment payment in connection with a "put" option shall:

          provide for acceleration in the event of thirty (30) days' default
     in the payment of interest or principal and shall permit prepayment of
     the installment obligation in whole or in part at any time or times
     without penalty;

          be adequately secured and bear a reasonable rate of interest, both
     as determined by the Advisory Committee;

          require equal annual payments;

          have a payment period not longer than five (5) years from the date
     the "put" option is exercised;

          require that any payments pursuant to the installment obligation
     must be substantially equal and begin to be made no later than thirty
     (30) days after the date the "put" option is exercised; and

          satisfy the requirements of Treasury Regulation Section 54.4975-
     7(b)(12), except to the extent this regulation is inconsistent with Code
     Section 409(h).

     CONTINUATION OF PUT OPTION.  The "put" option provided for by Section
11.01 is nonterminable and shall continue to apply to shares of Employer
Securities distributed hereunder notwithstanding the repayment of any Exempt
Loan or any amendment to, or termination of, this Plan which causes the Plan
or a portion of the Plan to cease to be an employee stock ownership plan
within the meaning of Code Section 4975(e)(7).

                            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 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 Advisory Committee needs to 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 Employers in no way guarantee the Trust Fund from loss
or depreciation.  The Employers do 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 an
Employer, or Employee of an 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.

     ELECTRONIC MEDIA.  Under procedures authorized or approved by the
Advisory Committee, any form for any notice, election, designation, or
similar communication required or permitted for a Participant or Beneficiary
under this Plan (other than a designation of Beneficiary or spousal consent
thereto under Section 8.01) may be made available to such Participant or
Beneficiary through an electronic medium (including a computer network, WEB
site, e-mail or voice response system) which (i) affords the Participant or
Beneficiary a reasonable opportunity to obtain written confirmation, (ii) is
given under a system that is reasonably designed to preclude an individual
other than the Participant or Beneficiary from taking the action contemplated
by such communication, and (iii) provides the Participant or Beneficiary a
reasonable opportunity to review and to confirm, modify or rescind such
action.  Any such communication to or from a Participant or Beneficiary
through such electronic medium shall be fully effective under this Plan for
all purposes and any copy or regeneration of such communication by such
electronic medium under its normal storage and retrieval parameters shall be
effective as a fully authentic executed writing for all purposes of this Plan
absent manifest error in the storage or retrieval process.

                  EXCLUSIVE BENEFIT, AMENDMENT, TERMINATION

     EXCLUSIVE BENEFIT.  Except as provided under Article III, no Employer
has any 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 or the Plan Administrator without the written
consent of the affected Trustee or the Plan Administrator.  No amendment may
be made which affects the rights, duties or responsibilities of the Advisory
Committee without the written consent of 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 the Plan at any time.  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 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 under this paragraph, the Advisory Committee must treat the
Employee as a Participant in the Plan for all purposes of the Plan except the
Employee is not a Participant in the Plan 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 13.02.  A transfer is an elective
transfer if:  (1) the transfer satisfies the first paragraph of this Section
13.05; (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 for which the Participant is eligible or the present
value of the Participant's accrued benefit under 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 Section
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 allocable 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 such portion 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 accruals
but otherwise to continue maintenance of this Plan is not a termination for
purposes of this Section 13.06.

                   PROVISIONS EFFECTIVE UPON CHANGE IN CONTROL

     DEFINITION OF "CHANGE IN CONTROL".  For purposes of this Plan, a "Change
in Control" shall be deemed to have occurred (1) prior to the Spinoff Date,
if there is a "Change in Control of KCSI" as such term is defined in the KCSI
ESOP as in effect prior to the Effective Date, and (2) on or after the
Spinoff Date, 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; or (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 14.01, notwithstanding what is otherwise provided in
this Plan, the following provisions will supersede the indicated sections and
otherwise govern the operation of the Plan and Trust from that point forward:

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

               5.03  VESTING SCHEDULE.  A Participant's Accrued Benefit
     derived from Employer contributions in the Plan shall be One Hundred
     Percent (100%) Nonforfeitable at all times.

          Except for the right to amend the Plan pursuant to Section 13.02 to
     qualify or maintain the qualification of the Plan under the appropriate
     provisions of Code Section 401(a), the Board of Directors of Stilwell
     Financial, Inc., the Compensation and Organization Committee thereof, or
     any other duly authorized officer or committee thereof, shall not
     exercise its right to amend pursuant to Section 13.02(b), discontinue or
     terminate pursuant to Section 13.03, or merge pursuant to Section 13.05,
     the Plan without the prior written consent to such aforesaid action by
     seventy-five percent (75%) of the Participants in the Plan on a per-
     capita basis.

     RIGHT TO AMEND ARTICLE XIV PRIOR TO CHANGE IN CONTROL.  The Board of
Directors of Stilwell Financial, Inc., or any duly authorized committee
thereof, reserves the right to amend or eliminate this Article XIV 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 _____________, 1999.

                                        STILWELL FINANCIAL, INC.


                                        By: