EXHIBIT 10(i)


                          INTRUST FINANCIAL CORPORATION
                               1995 INCENTIVE PLAN


        1.  Purpose.  The  purposes of the INTRUST  FINANCIAL  CORPORATION  1995
Incentive  Plan (the  "Plan")  are to  provide  additional  incentives  to those
officers and key employees of INTRUST FINANCIAL CORPORATION and its Subsidiaries
(as hereinafter  defined) whose  substantial  contributions are essential to the
continued  growth and success of the Company's  business,  to  strengthen  their
commitment to the Company and its  Subsidiaries,  to motivate those officers and
employees to perform their assigned responsibilities  faithfully and diligently,
and to attract and retain competent and dedicated individuals whose efforts will
result in the long-term growth and  profitability of the Company.  To accomplish
these  purposes,  the Plan provides that the Company may grant  Incentive  Stock
Options,  Non-Qualified Stock Options,  Stock Appreciation  Rights,  Performance
Shares,  Phantom  Stock  and  Restricted  Stock  (as  each  term is  hereinafter
defined).

        2.     Definitions.  For purposes of the Plan:

           A)  "Adjusted Fair Market Value" means, in the event of a Change in
               Control, the greater of (i) the highest price per Share paid to
               holders of the Shares in any transaction (or series of
               transactions) constituting or resulting in a Change in Control or
               (ii) the highest Fair Market Value of a Share during the ninety
               (90) day period ending on the date of a Change in Control.

           B)  "Agreement" means the written agreement between the Company and
               an Optionee or Grantee evidencing the grant of an Option or Award
               and setting forth the terms and conditions thereof.

           C)  "Award" means a grant of Restricted Stock, Stock Appreciation
               Rights, Performance Shares and/or Phantom Stock.

           D)  "Board" means the Board of Directors of the Company.

           E)  "Change in Capitalization" means any increase or reduction in the
               number of Shares, or any change (including, but not limited to, a
               change in value) or exchange of Shares for a different number or
               kind of shares or other securities of the Company, by reason of a
               reclassification, recapitalization, merger, consolidation,
               reorganization, spin-off, split-up, issuance of warrants or
               rights or debentures, stock dividend, stock split or reverse
               stock split, cash dividend, property dividend, combination or
               exchange of shares, repurchase of shares, public offering,
               private placement, change in corporate structure or otherwise,
               which in the judgment of the Committee is material or
               significant.

           F)  "Change in Control" means any of the following events:

               i)     The acquisition (other than from the Company) by any
                      "Person" (as the term is used for purposes of Sections
                      13[d] or 14[d] of the Exchange Act) of beneficial
                      ownership (within the meaning of Rule 13d-3 promulgated
                      under the Exchange Act) of twenty percent (20%) or more of
                      the combined voting power of the Company's then
                      outstanding voting securities; or

               ii)    The individuals who, as of April 11, 1995, are members of
                      the Board (the "Incumbent Board"), cease for any reason to
                      constitute at least two-thirds of the Board; provided,
                      however, that if the election, or nomination for election
                      by the Company's stockholders, of any new director was
                      approved by a vote of at least two-thirds of the Incumbent
                      Board, such new director shall, for purposes of this
                      Agreement, be considered as a member of the Incumbent
                      Board; or

               iii)   Approval by stockholders of the Company of (a) a merger or
                      consolidation involving the Company if the stockholders of
                      the Company, immediately before such merger or
                      consolidation do not, as a result of such merger or
                      consolidation, own, directly or indirectly, more than
                      seventy percent (70%) of the combined voting power of the
                      then outstanding voting securities of the corporation
                      which results from such merger or consolidation in
                      substantially the same proportion as their ownership of
                      the combined voting power of the voting securities of the
                      Company outstanding immediately before such merger or
                      consolidation or (b) a complete liquidation or dissolution
                      of the Company or an Agreement for the sale or other
                      disposition of all or substantially all of the assets of
                      the Company.

               Notwithstanding  the foregoing,  a Change in Control shall not be
               deemed to occur  pursuant  to  Section  2(F)(i),  solely  because
               twenty percent (20%) or more of the combined  voting power of the
               Company's  then  outstanding  securities  is  acquired  by  (i) a
               trustee or other fiduciary  holding  securities under one or more
               employee   benefit  plans   maintained  by  the  Company  or  any
               Subsidiary or (ii) any corporation  which,  immediately  prior to
               such  acquisition,   is  owned  directly  or  indirectly  by  the
               stockholders  of the  Company  in the  same  proportion  as their
               ownership  of  stock  in the  Company  immediately  prior to such
               acquisition.

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

           H)  "Committee" means a committee consisting of at least three (3)
               Disinterested Persons appointed by the Board to administer the
               Plan and to perform the functions set forth herein.

           I)  "Company" means INTRUST FINANCIAL CORPORATION, a Kansas
               corporation.

           J)  "Disinterested Person" means a disinterested administrator with
               respect to the Company or any Subsidiary as described in Rule
               16b-3(b)(2) under the Exchange Act and who is also an outside
               director as defined in Section 162(m) of the Code and the
               regulations promulgated thereunder.

           K)  "Division" means any of the operating units or divisions of the
               Company designated as a Division by the Committee.

           L)  "Eligible Employee" means any officer or other designated
               employees of the Company or a Subsidiary designated by the
               Committee as eligible to receive Options or Awards subject to the
               conditions set forth herein.

           M)  "Exchange Act" means the Securities Exchange Act of 1934, as
               amended.

           N)  "Fair Market Value" means the fair market value of the Shares as
               determined in good faith by the Committee; provided, however,
               that (i) if the Shares are admitted to trading on a national
               securities exchange, Fair Market Value on any date shall be the
               last sale price reported for the Shares on such exchange on such
               date or, if no sale was reported on such date, on the last date
               preceding such date on which a sale was reported, (ii) if the
               Shares are admitted to quotation on the National Association of
               Securities Dealers Automated Quotation System ("NASDAQ") and have
               been designated as a National Market System ("NMS") security,
               Fair Market Value on any date shall be the last sale price
               reported for the Shares on such system on such date or on the
               last day preceding such date on which a sale was reported, or
               (iii) if the Shares are admitted to quotation on NASDAQ and have
               not been designated a NMS security, or are listed on another
               comparable quotation system, Fair Market Value on any date shall
               be the average of the highest bid and lowest asked prices of the
               Shares on such system on such date.

           O)  "Good Objective" means a challenging and above average level of
               performance of the Company, a Subsidiary or a Division during a
               Performance Cycle for which Performance Shares are granted, as
               determined by the Committee at the time such Performance Shares
               are granted.

           P)  "Grantee" means a person to whom an Award has been granted under
               the Plan.

           Q)  "Incentive Stock Option" means an Option within the meaning of
               Section 422 of the Code.

           R)  "Maximum Realistic Objective" means an excellent level of
               performance of the Company, a Subsidiary or a Division during a
               Performance Cycle for which Performance Shares are granted, as
               determined by the Committee at the time such Performance Shares
               are granted.

           S)  "Minimum Acceptable Objective" means a minimum level of
               performance of the Company, a Subsidiary or a Division during a
               Performance Cycle for which Performance Shares are granted, as
               determined by the Committee at the time such Performance Shares
               are granted.

           T)  "Non-Qualified Stock Option" means an Option which is not an
               Incentive Stock Option.

           U)  "Option" means an Incentive Stock Option, a Non-Qualified Stock
               Option, or either or both of them.

           V)  "Optionee" means a person to whom an Option has been granted
               under the Plan.

           W)  "Performance Cycle" means the time period specified by the
               Committee at the time Performance Shares are granted during which
               the performance of the Company, a Subsidiary or a Division will
               be measured, which period shall be at least two (2) fiscal years.

           X)  "Performance Shares" means Restricted Stock granted under Section
               10 of the Plan.

           Y)  "Phantom Stock" means a bookkeeping entry on behalf of a Grantee
               by which his or her account is credited (but not funded) as
               though Shares had been transferred to such account.

           Z)  "Restricted Stock" means Shares issued or transferred to an
               Eligible Employee which are subject to restrictions. Restricted
               Stock may be subject to restrictions which lapse over time
               without regard to the performance of the Company, a Subsidiary or
               a Division, pursuant to Section 8 hereof or may be awarded as
               Performance Shares pursuant to Section 10 hereof.

           aa) "Shares" means the common stock, no par value, of the Company
               (including any new, additional or different stock or securities
               resulting from a Change in Capitalization).

           bb) "Stock Appreciation Right" means a right to receive all or some
               portion of the increase in the value of the Shares as provided in
               Section 7 hereof.

           cc) "Subsidiary" means any corporation in an unbroken chain of
               corporations, beginning with the Company, if each of the
               corporations, other than the last corporation in the unbroken
               chain, owns stock possessing fifty percent (50%) or more of the
               total combined voting power of all classes of stock in one of the
               other corporations in such chain.

           dd) "Ten-Percent Stockholder" means an Eligible Employee, who, at the
               time an Incentive Stock Option is to be granted to him or her,
               owns (within the meaning of Section 422[b][6] of the Code) stock
               possessing more than ten percent (10%) of the total combined
               voting power of all classes of stock of the Company, or of a
               parent or a subsidiary within the meaning of Section 422(b)(6) of
               the Code.

        3.     Administration.

           A)  The Plan shall be administered by the Committee which shall hold
               meetings at such times as may be necessary for the proper
               administration of the Plan. A quorum shall consist of not less
               than three members of the Committee and a majority of a quorum
               may authorize any action. Each member of the Committee shall be a
               Disinterested Person. No member of the Committee shall be
               personally liable for any action, determination or interpretation
               made in good faith with respect to the Plan or any Agreements,
               Options or Awards, and all members of the Committee shall be
               fully indemnified by the Company with respect to any such action,
               determination or interpretation.

           B)  Subject to the express terms and conditions set forth herein, the
               Committee or the Board shall have the power from time to time:

               i)     to  determine  those  Eligible  Employees  to whom Options
                      shall  be  granted  under  the  Plan  and  the  number  of
                      Incentive Stock Options and/or Non-Qualified Stock Options
                      to be granted to each  Eligible  Employee and to prescribe
                      the terms and conditions  (which need not be identical) of
                      each  Option,  including  the  purchase  price  per  Share
                      subject  to  each  Option,   and  make  any  amendment  or
                      modification to any Agreement consistent with the terms of
                      the Plan;

               ii)    to select those Eligible Employees to whom Awards shall be
                      granted  under  the Plan and to  determine  the  number of
                      Performance  Shares,  Shares of  Restricted  Stock,  Stock
                      Appreciation  Rights  and/or  Phantom  Stock to be granted
                      pursuant to each Award,  the terms and  conditions of each
                      Award,  including the restrictions relating to such Shares
                      or  Stock   Appreciation   Rights,   and   whether   Stock
                      Appreciation   Rights  will  be  granted   alone,   or  in
                      conjunction  with or related  to an  Option,  and make any
                      amendment or modification to any Agreement consistent with
                      the terms of the Plan;

           C)  Subject to the express terms and conditions set forth herein, the
               Committee shall have the power from time to time:

               i)     to construe and interpret the Plan and the Options and
                      Awards granted thereunder and to establish, amend and
                      revoke rules and regulations for the administration of the
                      Plan, including, but not limited to, correcting any defect
                      or supplying any omission, or reconciling any
                      inconsistency in the Plan or in any Agreement, in the
                      manner and to the extent it shall deem necessary or
                      advisable to make the Plan fully effective, and all
                      decisions and determinations by the Committee in the
                      exercise of this power shall be final, binding and
                      conclusive upon the Company, a Subsidiary, and the
                      Optionees and Grantees, as the case may be;

               ii)    to determine the duration and purposes for leaves of
                      absence which may be granted to an Optionee or Grantee on
                      an individual basis without constituting a termination of
                      employment or service for purposes of the Plan;

               iii)   to exercise its discretion with respect to the powers and
                      rights granted to it as set forth in the Plan; and

               iv)    generally, to exercise such powers and to perform such
                      acts as are deemed necessary or advisable to promote the
                      best interests of the Company with respect to the Plan.

        4.     Stock Subject to Plan.

           A)  The maximum number of Shares that may be issued or transferred
               pursuant to Options and Awards under the Plan is two hundred
               forty thousand (240,000) Shares (or the number and kind of shares
               of stock or other securities to which such Shares are adjusted
               upon a Change in Capitalization pursuant to Section 11) and the
               Company shall reserve for the purposes of the Plan, out of its
               authorized but unissued Shares or out of Shares held in the
               Company's treasury, or partly out of each, such number of Shares
               as shall be determined by the Board.

           B)  Not more than twenty-five percent (25%) of the Shares referred to
               in Section 4(A) may be issued or transferred in connection with
               Awards and Options to any one (1) Eligible Employee during any
               taxable year. Notwithstanding anything to the contrary, all
               determinations under the preceding sentence shall be made in a
               manner that is consistent with Section 162(m) of the Code and
               regulations promulgated thereunder.

           C)  Whenever any outstanding Option or Award or portion thereof
               expires, is cancelled or is otherwise terminated for any reason
               (other than by exercise of the Option or any Stock Appreciation
               Right), the Shares allocable to the cancelled or otherwise
               terminated portion of such Option or Award may again be the
               subject of Options and Awards hereunder.

           D)  Whenever any Shares subject to an Award or Option are forfeited
               for any reason pursuant to the terms of the Plan, such Shares may
               again be the subject of Options and Awards hereunder.

        5. Eligibility. Subject to the provisions of the Plan, the Committee
shall have full and final authority to select those Eligible Employees who will
receive Options and/or Awards; provided, however, that no Eligible Employee
shall receive any Incentive Stock Options unless he or she is an employee of the
Company or a Subsidiary (within the meaning of Section 422 of the Code) at the
time the Incentive Stock Option is granted.

        6. Options. The Committee may grant Options in accordance with the Plan
and the terms and conditions of the Option shall be set forth in an Agreement.
Each Option and Agreement shall be subject to the following conditions:

           A)  Purchase Price. The purchase price or the manner in which the
               purchase price is to be determined for Shares under each Option
               shall be set forth in the Agreement, provided that the purchase
               price per Share under each Incentive Stock Option shall not be
               less than one hundred percent (100%) of the Fair Market Value of
               a Share at the time the Incentive Stock Option is granted (one
               hundred ten percent (110%) in the case of an Incentive Stock
               Option granted to a Ten-Percent Stockholder).

           B)  Duration. Options granted hereunder shall be for such length of
               term as the Committee shall determine, provided that no Incentive
               Stock Option shall be exercisable after the expiration of ten
               (10) years from the date it is granted (five [5] years in the
               case of an Incentive Stock Option granted to a Ten-Percent
               Stockholder). The Committee may, subsequent to the granting of
               any Option, extend the term thereof but in no event shall the
               term as so extended exceed the maximum term provided for in the
               preceding sentence.

           C)  Non-Transferability. No Option hereunder shall be transferable by
               the Optionee to whom granted otherwise than by will or the laws
               of descent and distribution or pursuant to a qualified domestic
               relations order as defined by the Code or Title I of the Employee
               Retirement Income Security Act, and an Option may be exercised
               during the lifetime of such Optionee only by the Optionee or his
               guardian or legal representative. The terms of each such Option
               shall be final, binding and conclusive upon the beneficiaries,
               executors, administrators, heirs and successors of the Optionee.

           D)  Vesting. Subject to Section 6(I) hereof, each Option shall be
               exercisable in such installments (which need not be equal) and at
               such times as may be designated by the Committee and set forth in
               the Agreement. To the extent not exercised, installments shall
               accumulate and be exercisable, in whole or in part, at any time
               after becoming exercisable, but not later than the date the
               Option expires. The Committee may accelerate the exercisability
               of any Option or portion thereof at any time.

           E)  Method of Exercise. The exercise of any Option shall be made only
               by a written notice delivered in person or by mail to the
               Secretary of the Company at the Company's principal executive
               office, specifying the number of Shares to be purchased and
               accompanied by payment therefor and otherwise in accordance with
               the Agreement pursuant to which the Option was granted. The
               purchase price for any Shares purchased pursuant to the exercise
               of an Option shall be paid in full upon such exercise, as
               determined by the Committee in its discretion, in cash, by check,
               or by transferring Shares to the Company upon such terms and
               conditions as determined by the Committee. The written notice
               pursuant to this Section 6(E) may also provide instructions from
               the Optionee to the Company that upon receipt of the purchase
               price in cash from the Optionee's broker or dealer, designated as
               such on the written notice, in payment for any Shares purchased
               pursuant to the exercise of an Option, the Company shall issue
               such Shares directly to the designated broker or dealer. Any
               Shares transferred to the Company as payment of the purchase
               price under an Option shall be valued at their Fair Market Value
               on the day preceding the date of exercise of such Option. If
               requested by the Committee, the Optionee shall deliver the
               Agreement evidencing the Option and the Agreement evidencing any
               related Stock Appreciation Right to the Secretary of the Company
               who shall endorse thereon a notation of such exercise and return
               such Agreement to the Optionee. No fractional Shares shall be
               issued upon exercise of an Option and the number of Shares that
               may be purchased upon exercise shall be rounded to the nearest
               number of whole Shares.

           F)  Rights of Optionees. No Optionee shall be deemed for any purpose
               to be the owner of any Shares subject to any Option unless and
               until (i) the Option shall have been exercised pursuant to the
               terms thereof, (ii) the Company shall have issued and delivered
               the shares to the Optionee and (iii) the Optionee's name shall
               have been entered as a stockholder of record on the books of the
               Company. Thereupon, the Optionee shall have full voting, dividend
               and other ownership rights with respect to such Shares.

           G)  Termination of Employment. The Agreement shall set forth the
               terms and conditions of the Option applicable upon the
               termination of the Optionee's employment with the Company,
               Subsidiary or a Division (including a Grantee's ceasing to be
               employed by a Subsidiary or Division as a result of the sale of
               such Subsidiary or Division or an interest in such Subsidiary or
               Division) as the Committee may, in its discretion, determine at
               the time the Option is granted or thereafter; provided, however,
               that no Option shall be exercisable beyond its maximum term as
               described in Section 6(B) hereof.

           H)  Modification or Substitution. Subject to the terms of the Plan,
               the Committee may, in its discretion, modify outstanding Options
               or accept the surrender of outstanding Options (to the extent not
               exercised) and grant new Options in substitution for them.
               Notwithstanding the foregoing, no modification of an Option shall
               adversely alter or impair any rights or obligations under any
               Agreement without the Optionee's consent.

           I)  Effect of Change in Control. Notwithstanding anything contained
               in the Plan or any Agreement to the contrary, in the event of a
               Change in Control, (i) all Options outstanding on the date of
               such Change in Control shall become immediately and fully
               exercisable and (ii) an Optionee will be permitted to surrender
               for cancellation within sixty (60) days after such Change in
               Control, any Option or portion of an Option to the extent not yet
               exercised and the Optionee will be entitled to receive a cash
               payment in an amount equal to the excess, if any, over the
               aggregate purchase price for such Shares under the Option, of (a)
               in the case of a Non-Qualified Stock Option, the greater of (i)
               the Fair Market Value, on the date preceding the date of
               surrender, of the Shares subject to the Option or portion thereof
               surrendered or (ii) the Adjusted Fair Market Value of the Shares
               subject to the Option or portion thereof surrendered or (b) in
               the case of an Incentive Stock Option, the Fair Market Value, at
               the time of surrendered, of the Shares subject to the Option or
               portion thereof surrendered; provided, however, that in the case
               of an Option granted within six (6) months prior to the Change in
               Control to any Optionee who may be subject to liability under
               Section 16(b) of the Exchange Act, such Optionee shall be
               entitled to surrender for cancellation his or her Option during
               the sixty (60) day period commencing upon the expiration of six
               (6) months from the date of grant of any such Option.

        7. Stock Appreciation Rights. The Committee may, in its discretion,
either independently or in connection with the grant of an Option, grant Stock
Appreciation Rights in accordance with the Plan and the terms and conditions of
which shall be set forth in an Agreement. If granted in connection with an
Option, a Stock Appreciation Right shall, except as otherwise provided in this
Section 7, be subject to the same terms and conditions as the related Option.

           A)  Time of Grant. A Stock Appreciation Right may be granted (i) at
               any time if unrelated to an Option, or (ii) if related to an
               Option, either at the time of grant, or at any time thereafter
               during the term of the Option.

           B)  Stock Appreciation Right Related to an Option.

               i)     Payment. A Stock Appreciation Right granted in connection
                      with an Option shall entitle the holder thereof, upon
                      exercise of the Stock Appreciation Right or any portion
                      thereof, to receive payment of an amount computed pursuant
                      to Section 7(B)(iii).

               ii)    Exercise. Subject to Section 7(F), a Stock Appreciation
                      Right granted in connection with an Option shall be
                      exercisable at such time or times and only to the extent
                      that the related Option is exercisable, and will not be
                      transferable except to the extent the related Option may
                      be transferable. A Stock Appreciation Right granted in
                      connection with an Incentive Stock Option shall be
                      exercisable only if the Fair Market Value of a Share on
                      the date of exercise exceeds the purchase price specified
                      in the related Incentive Stock Option Agreement.

               iii)   Amount Payable. Except as otherwise provided in Section
                      7(I), upon the exercise of a Stock Appreciation Right
                      related to an Option, the Grantee shall be entitled to
                      receive an amount determined by multiplying (a) the excess
                      of the Fair Market Value of a Share on the date of
                      exercise of such Stock Appreciation Right over the per
                      Share purchase price under the related Option, by (b) the
                      number of Shares as to which such Stock Appreciation Right
                      is being exercised. Notwithstanding the foregoing, the
                      Committee may limit in any manner the amount payable with
                      respect to any Stock Appreciation Right by including at
                      the time it is granted such limitation in the Agreement
                      evidencing the Stock Appreciation Right.

               iv)    Treatment of Related Options and Stock Appreciation Rights
                      Upon Exercise. Upon the exercise of a Stock Appreciation
                      Right granted in connection with an Option, the Option
                      shall be cancelled to the extent of the number of Shares
                      as to which the Stock Appreciation Right is exercised,
                      and, in like manner, upon the exercise of an Option
                      granted in connection with a Stock Appreciation Right or
                      the surrender of such Option pursuant to Section 6(I), the
                      Stock Appreciation Right shall be cancelled to the extent
                      of the number of Shares as to which the Option is
                      exercised or surrendered.

           C)  Stock Appreciation Right Unrelated to an Option. The Committee
               may grant to Eligible Employees Stock Appreciation Rights
               unrelated to Options. Stock Appreciation Rights unrelated to
               Options shall contain such terms and conditions as to
               exercisability (subject to Section 7[F]), vesting and duration as
               the Committee shall determine, but in no event shall they have a
               term of greater than ten (10) years. The amount payable upon
               exercise of a Stock Appreciation Right shall be determined in
               accordance with Section 7(B)(iii) or 7(I), as the case may be,
               except that "Fair Market Value of a Share on the date of the
               grant of the Stock Appreciation Right" shall be substituted in
               Clause (a) of Section 7(B)(iii) for "purchase price under the
               related Option."

           D)  Method of Exercise. Stock Appreciation Rights shall be exercised
               by a Grantee only by a written notice delivered in person or by
               mail to the Secretary of the Company at the Company's principal
               executive office, specifying the number of Shares with respect to
               which the Stock Appreciation Right is being exercised. If
               requested by the Committee, the Grantee shall deliver the
               Agreement evidencing the Stock Appreciation Right being exercised
               and the Agreement evidencing any related Option to the Secretary
               of the Company who shall endorse thereon a notation of such
               exercise and return such Agreement to the Grantee.

           E)  Form of Payment. Payment of the amount determined under Sections
               7(B)(iii) or 7(C) may be made in the discretion of the Committee,
               solely in whole Shares in a number determined at their Fair
               Market Value on the date preceding the date of exercise of the
               Stock Appreciation Right, or solely in cash, or in a combination
               of cash and Shares. If the Committee decides to make full payment
               in Shares and the amount payable results in a fractional Share,
               payment for the fractional Share will be made in cash.
               Notwithstanding the foregoing, no payment in the form of cash may
               be made upon the exercise of a Stock Appreciation Right pursuant
               to Sections 7(B)(iii) or 7(C) to an officer of the Company or a
               Subsidiary who is subject to liability under Section 16(b) of the
               Exchange Act, unless the exercise of such Stock Appreciation
               Right is made during the period beginning on the third (3rd)
               business day and ending on the twelfth (12th) business day
               following the date of release for publication of the Company's
               quarterly or annual statements of earnings (the "Ten-Day Window
               Period"); provided, however, the Ten-Day Window Period shall not
               apply where the date of exercise of the Stock Appreciation Right
               is automatic or fixed in advance, is at least six (6) months
               beyond the date of grant of the Stock Appreciation Right, and is
               outside the control of the Grantee.

           F)  Restrictions. No Stock Appreciation Right may be exercised before
               the date six (6) months after the date it is granted, except in
               the event that the death or disability (as defined in Section 422
               of the Code) of the Grantee occurs before the expiration of the
               six (6) month period.

           G)  Termination of Employment. The Agreement shall set forth the
               terms and conditions of the Award applicable upon the termination
               of the Grantee's employment with the Company, a Subsidiary or a
               Division (including a Grantee's ceasing to be employed by a
               Subsidiary or a Division as a result of the sale of such
               Subsidiary or Division or an interest in such Subsidiary or
               Division) as the Committee may, in its discretion, determine at
               the time the Stock Appreciation Right is granted or thereafter.

           H)  Modification or Substitution. Subject to the terms of the Plan,
               the Committee may modify outstanding Awards of Stock Appreciation
               Rights or accept the surrender of outstanding Awards of Stock
               Appreciation Rights (to the extent not exercised) and grant new
               Awards in substitution for them. Notwithstanding the foregoing,
               no modification of an Award shall adversely alter or impair any
               rights or obligations under any Agreement without the Grantee's
               consent.

           I)  Effect of Change in Control. Notwithstanding anything contained
               in this Plan or any Agreement to the contrary, in the event of a
               Change in Control, subject to Section 7(F), all Stock
               Appreciation Rights shall become immediately and fully
               exercisable. Notwithstanding Sections 7(B)(iii), 7(C) and 7(E),
               upon the exercise of a Stock Appreciation Right or any portion
               thereof during the sixty (60) day period following a Change in
               Control, the amount payable shall be in cash and shall be
               determined by reference to (i) in the case of a Stock
               Appreciation Right independently granted or related to a
               Non-Qualified Stock Option, the greater of (x) the Fair Market
               Value of the Shares on the date preceding the date of such
               exercise and (y) the Adjusted Fair Market Value of the Shares on
               the date of such exercise or (ii) in the case of a Stock
               Appreciation Right related to an Incentive Stock Option, the Fair
               Market Value of the Shares on the date of such exercise;
               provided, however, that in the case of a Stock Appreciation Right
               granted within six (6) months prior to the Change in Control to
               any Grantee who may be subject to liability under Section 16(b)
               of the Exchange Act, such Grantee shall be entitled to exercise
               his Stock Appreciation Right during the sixty (60) day period
               commencing upon the expiration of six (6) months from the date of
               grant of any such Stock Appreciation Right.

        8. Restricted Stock. The Committee may grant Awards of Restricted Stock
which shall be evidenced by an Agreement between the Company and the Grantee.
Awards of Restricted Stock may be granted at no cost or at a specified price to
the Grantee. Each Agreement shall contain such restrictions, price, terms and
conditions as the Committee may, in its discretion, determine and (without
limiting the generality of the foregoing) such Agreements may require that an
appropriate legend be placed on all such Share certificates. Awards of
Restricted Stock shall be subject to the following terms and provisions:

           A)  Rights of Grantee. Shares of Restricted Stock granted pursuant to
               an Award hereunder shall be issued in the name of the Grantee as
               soon as reasonably practicable after the Award is granted
               provided that the Grantee has executed an Agreement evidencing
               the terms and conditions of the Award, the appropriate blank
               stock powers and, in the discretion of the Committee, an escrow
               agreement and any other documents which the Committee may require
               as a condition to the issuance of such Shares. If a Grantee shall
               fail to execute the Agreement evidencing a Restricted Stock
               Award, the appropriate blank stock powers and any other
               agreements or documents which the Committee may require within
               the time period prescribed by the Committee at the time the Award
               is granted, the Award shall be null and void. At the discretion
               of the Committee, all Shares issued in connection with Restricted
               Stock Awards shall be deposited together with the applicable
               stock powers with an escrow agent designated by the Committee.
               Unless the Committee determines otherwise, and as set forth in
               the Agreement, upon delivery of the Shares to the escrow agent,
               the Grantee shall have all of the rights of a stockholder with
               respect to such Shares, including the right to vote the Shares.

           B)  Purchase Price. The Committee in its sole discretion shall
               determine the purchase price, if any, at which Shares of
               Restricted Stock shall be sold to Grantee hereunder, provided
               that such purchase price shall in any event be payable in cash by
               Grantee at the time the Shares of Restricted Stock are sold.

           C)  Non-Transferability. Until any restrictions imposed upon the
               Shares of Restricted Stock awarded to a Grantee shall have lapsed
               in the manner set forth in Section 8(D), such Shares shall not be
               sold, transferred or otherwise disposed of and shall not be
               pledged or otherwise hypothecated.

           D)  Lapse of Restrictions. i) Generally. Restrictions upon Shares of
               Restricted Stock awarded hereunder shall lapse at such time or
               times and on such terms and conditions as the Committee may
               determine.

               ii)    Effect of Change in Control. Notwithstanding anything
                      contained in the Plan to the contrary, in the event of a
                      Change in Control, all restrictions upon any Shares of
                      Restricted Stock (other than Performance Shares) shall
                      lapse immediately and all such Shares shall become fully
                      vested in the Grantee.

           E)  Termination of Employment. The Agreement shall set forth the
               terms and conditions of the Award of Shares of Restricted Stock
               upon the termination of the Grantee's employment with the
               Company, a Subsidiary or a Division (including a Grantee's
               ceasing to be employed by a Subsidiary or a Division as a result
               of the sale of such Subsidiary or Division or an interest in such
               Subsidiary or Division) as the Committee may, in its discretion,
               determine at the time the Award is granted or thereafter.

           F)  Modification or Substitution. Subject to the terms of the Plan,
               the Committee may modify outstanding Awards of Restricted Stock.
               Notwithstanding the foregoing, no modification of an Award shall
               adversely alter or impair any rights or obligations under any
               Agreement without the Grantee's consent.

           G)  Treatment of Dividends. At the time the Award of Shares of
               Restricted Stock is granted, the Committee may, in its
               discretion, determine that the payment to the Grantee of
               dividends, or a specified portion thereof, declared or paid on
               such Shares by the Company shall be deferred until the lapsing of
               the restrictions imposed upon such Shares and held by the Company
               for the account of the Grantee until such time. In the event of
               such deferral, there shall be credited at the end of each year
               (or portion thereof) interest on the amount of the account at the
               beginning of the year at a rate per annum as the Committee, in
               its discretion, may determine. Payment of deferred dividends,
               together with interest accrued thereon, shall be made upon the
               lapsing of restrictions imposed on such Shares, except that any
               dividends deferred (together with any interest accrued thereon)
               in respect of any Shares of Restricted Stock shall be forfeited
               upon the forfeiture of such Shares of Restricted Stock pursuant
               to Section 8(E) or otherwise.

           H)  Delivery of Shares. Upon the lapse of the restrictions on Shares
               of Restricted Stock, the Committee shall promptly cause a new
               stock certificate to be delivered to the Grantee with respect to
               such Shares, free of all restrictive legends (delivery thereof
               may be conditioned upon redelivery of any previously issued
               certificate).

        9. Phantom Stock. The Committee may grant Awards of Phantom Stock which
shall be evidenced by an Agreement between the Company and the Grantee. Each
Agreement shall contain such terms and conditions as the Committee may, in its
discretion, determine. Each Award of Phantom Stock shall be subject to the
following terms and provisions:

           A)  Vesting. The Committee may prescribe such terms and conditions
               under which a Grantee's right to receive payment for Phantom
               Stock shall become vested.

           B)  Shareholder Rights. A Grantee for whom Phantom Stock has been
               credited generally shall have none of the rights of a shareholder
               with respect to such Phantom Stock. However, an Agreement for the
               use of Phantom Stock may provide for the crediting of a Grantee's
               Phantom Stock account with cash or stock dividends declared with
               respect to Shares represented by such Phantom Stock.

           C)  Payment. Payment to a Grantee for Phantom Stock credited to his
               or her account shall be made in cash, Shares or a combination of
               both unless otherwise provided in the Agreement, provided the
               Committee shall at all times have the sole right to approve or
               disapprove the payment of cash in settlement of any Phantom
               Stock. Notwithstanding the foregoing, no payment in the form of
               cash may be made upon the settlement of Phantom Stock to an
               officer of the Company or a Subsidiary who is subject to
               liability under Section 16(b) of the Exchange Act, unless the
               settlement of such Phantom Stock is made during the period
               beginning on the third (3rd) business day and ending on the
               twelfth (12th) business day following the date of release for
               publication of the Company's quarterly or annual statements of
               earnings (the "Ten-Day Window Period"); provided, however, the
               Ten-Day Window Period shall not apply where the date of
               settlement of the Phantom Stock is automatic or fixed in advance,
               is at least six (6) months beyond the date of grant of the
               Phantom Stock, and is outside the control of the Grantee.

           D)  Termination of Employment. Each Agreement shall set forth the
               terms and conditions of the Award of Phantom Stock applicable
               upon the termination of the Grantee's employment with the
               Company, a Subsidiary or a Division (including a Grantee's
               ceasing to be employed by a Subsidiary or a Division as a result
               of the sale of such Subsidiary or Division or an interest in such
               Subsidiary or Division) as the Committee may, in its discretion,
               determine at the time the Award of Phantom Stock is granted or
               thereafter.

           E)  Modification or Substitution. Subject to the terms of the Plan,
               the Committee may modify outstanding Awards of Phantom Stock or
               accept the surrender of outstanding Awards of Phantom Stock (to
               the extent not exercised) and grant new Awards in substitution
               for them. Notwithstanding the foregoing, no modification of an
               Award shall adversely alter or impair any rights or obligations
               under any Agreement without the Grantee's consent.

           F)  Restrictions. No Phantom Stock may be settled before the date six
               (6) months after the date it is awarded, except in the event that
               the death or disability (as defined in Section 422 of the Code)
               of the Grantee occurs before the expiration of the six (6) month
               period.

           G)  Effect of Change in Control. Notwithstanding anything contained
               in this Plan or any Agreement to the contrary, in the event of a
               Change in Control, subject to Section 9(F), all Phantom Stock
               shall become immediately vested and fully exercisable.
               Notwithstanding Section 9(C), payment to a Grantee for Phantom
               Stock credited to his or her account shall be made in cash;
               provided, however, that in the case of Phantom Stock granted
               within six (6) months prior to the Change in Control to any
               Grantee who may be subject to liability under Section 16(b) of
               the Exchange Act, such Grantee shall be entitled to exercise his
               or her Phantom Stock rights during the sixty (60) day period
               commencing upon the expiration of six (6) months from the date of
               grant of any such Phantom Stock.

        10. Performance Shares. The Committee, in its discretion, may grant
Awards of Performance Shares which shall be evidenced by an Agreement between
the Company and the Grantee. Each Agreement shall contain such terms and
conditions as the Committee may, in its discretion, require and (without
limiting the generality of the foregoing) such Agreements may require that an
appropriate legend be placed on all such Share certificates. Awards of
Performance Shares shall be subject to the following terms and provisions:

           A)  Performance Objectives. Performance objectives for Performance
               Shares may be expressed in terms ---------------------- of (i)
               earnings per Share, (ii) pre-tax profits, (iii) net earnings or
               net worth, (iv) return on equity or assets, (v) any combination
               of the foregoing, or (vi) any other standard or standards deemed
               appropriate by the Committee at the time the Award is granted.
               Performance objectives may be in respect of the performance of
               the Company and its Subsidiaries (which may be on a consolidated
               basis), a single Subsidiary or a Division. Performance objectives
               may be absolute or relative and may be expressed in terms of a
               progression within a specified range, with the Grantee becoming
               vested in (i) a minimum percentage of such Performance Shares in
               the event the Minimum Acceptable Objective is met or, if
               surpassed, a greater percentage, (ii) an intermediate percentage
               of such Performance Shares in the event the Good Objective is met
               or, if surpassed, a greater percentage, and (iii) one hundred
               percent (100%) of such Performance Shares in the event the
               Maximum Realistic Objective is met or surpassed. Prior to the end
               of a Performance Cycle, the Committee, in its discretion, may
               adjust the performance objectives to reflect a Change in the
               Capitalization, a change in the tax rate or book tax rate of the
               Company or any Subsidiary, or any other event which may
               materially affect the performance of the Company, a Subsidiary or
               a Division, including, but not limited to, market conditions or a
               significant acquisition or disposition of assets or other
               property by the Company, a Subsidiary or a Division.

           B)  Rights of Grantee. The Committee shall provide at the time an
               Award of Performance Shares is made, the time or times at which
               the Performance Shares granted pursuant to such Award hereunder
               shall be issued in the name of the Grantee; provided, however,
               that no Performance Shares shall be issued until the Grantee has
               executed an Agreement evidencing the terms and conditions of the
               Award, the appropriate blank stock powers and, in the discretion
               of the Committee, an escrow agreement and any other documents
               which the Committee may require as a condition to the issuance of
               such Performance Shares. If a Grantee shall fail to execute the
               Agreement evidencing an Award of Performance Shares, the
               appropriate blank stock powers and, in the discretion of the
               Committee, an escrow agreement and any other documents which the
               Committee may require within the time period prescribed by the
               Committee at the time the Award is granted, the Award shall be
               null and void. At the discretion of the Committee, Shares issued
               in connection with an Award of Performance Shares shall be
               deposited together with the stock powers with an escrow agent
               designated by the Committee. Except as restricted by the terms of
               the Agreement, upon delivery of the Shares to the escrow agent,
               the Grantee shall have, in the discretion of the Committee, all
               of the rights of a stockholder with respect to such Shares,
               including the right to vote the Shares.

           C)  Non-Transferability. Until any restrictions upon the Performance
               Shares awarded to a Grantee shall have lapsed in the manner set
               forth in Section 10(D), such Performance Shares shall not be
               sold, transferred or otherwise disposed of and shall not be
               pledged or otherwise hypothecated, nor shall they be delivered to
               the Grantee. The Committee may also impose such other
               restrictions and conditions on the Performance Shares, if any, as
               it deems appropriate.
           D)  Lapse of Restrictions.

               i)     Generally. Subject to Section 10(D)(ii), restrictions upon
                      Performance Shares awarded hereunder shall lapse and such
                      Performance Shares shall become vested at such time or
                      times and on such terms, conditions and satisfaction of
                      performance objectives as the Committee may, in its
                      discretion, determine at the time an Award is granted.

               ii)    Effect of Change in Control. Notwithstanding anything
                      contained in the Plan to the contrary, in the event of a
                      Change in Control, all restrictions shall lapse
                      immediately on all or a portion of the Performance Shares
                      as determined by the Committee at the time of the Award of
                      such Performance Shares and as set forth in the Agreement.

           E)  Termination of Employment. The Agreement shall set forth the
               terms and conditions of the Award of Performance Shares upon the
               termination of the Grantee's employment with the Company, a
               Subsidiary or a Division (including a Grantee's ceasing to be
               employed by a Subsidiary or a Division as a result of the sale of
               such Subsidiary or Division or an interest in such Subsidiary or
               Division) as the Committee may, in its discretion, determine at
               the time the Award is granted or thereafter.

           F)  Treatment of Dividends. At the time the Award of Performance
               Shares is granted, the Committee may, in its discretion,
               determine that the payment to the Grantee of dividends, or a
               specified portion thereof, declared or paid on Performance Shares
               issued by the Company to the Grantee shall be deferred until the
               lapsing of the restrictions imposed upon such Performance Shares,
               and held by the Company for the account of the Grantee until such
               time. In the event of such deferral, there shall be credited at
               the end of each year (or portion thereof) interest on the amount
               of the account at the beginning of the year at a rate per annum
               as the Committee, in its discretion, may determine. Payment of
               deferred dividends, together with interest accrued thereon, shall
               be made upon the lapsing of restrictions imposed on such
               Performance Shares, except that any dividends deferred (together
               with any interest accrued thereon) in respect of any Performance
               Shares shall be forfeited upon the forfeiture of such Performance
               Shares pursuant to Section 10(E) or otherwise.

           G)  Delivery of Shares. Upon the lapse of the restrictions on
               Performance Shares awarded hereunder, the Committee shall
               promptly cause a new stock certificate to be delivered to the
               Grantee with respect to such Shares, free of all restrictions
               hereunder.

           H)  Non-Transferability. No Performance Shares shall be transferable
               by the Grantee otherwise than by will or the laws of descent and
               distribution.

           I)  Modification or Substitution. Subject to the terms of the Plan,
               the Committee may modify outstanding Performance Awards or accept
               the surrender of outstanding Performance Awards and grant new
               Performance Awards in substitution for them. Notwithstanding the
               foregoing, no modification of a Performance Award shall adversely
               alter or impair any rights or obligations under the Agreement
               without the Grantee's consent.

        11. Adjustment Upon Changes in Capitalization.

           A)  In the event of a Change in Capitalization, the Committee shall
               conclusively determine the appropriate adjustments, if any, to
               the maximum number and class of Shares, Phantom Stock, Stock
               Appreciation Rights or other stock or securities with respect to
               which Options or Awards may be granted under the Plan, the number
               and class of Shares, Phantom Stock, Stock Appreciation Rights or
               other stock or securities which are subject to outstanding
               Options or Awards granted under the Plan, and the purchase price
               therefor, if applicable.

           B)  Any such adjustment in the Shares or other stock or securities
               subject to outstanding Incentive Stock Options (including any
               adjustments in the purchase price) shall be made in such manner
               as not to constitute a "modification" as defined by Section
               424(h)(3) of the Code and only to the extent otherwise permitted
               by Sections 422 and 424 of the Code.

           C)  If, by reason of a Change in Capitalization, a Grantee of an
               Award shall be entitled to or an Optionee shall be entitled to
               exercise an Option with respect to, new, additional or different
               shares of stock, securities or Performance Shares (other than
               rights or warrants to purchase securities), such new additional
               or different shares shall thereupon be subject to all of the
               conditions, restrictions and performance criteria which were
               applicable to (i) the Performance Shares pursuant to the Award,
               or (ii) Shares subject to the Option, as the case may be, prior
               to such Change in Capitalization.

        12. Effect of Certain Transactions. Subject to Sections 6(I), 7(I),
8(D)(ii), 9(G) and 10(D)(ii) in the event of (i) the liquidation or dissolution
of the Company or (ii) a merger or consolidation of the Company (a
"Transaction"), all Options and Awards issued hereunder shall continue in effect
in accordance with their respective terms and each Optionee and Grantee shall be
entitled to receive in respect of each Share subject to any outstanding Options
or Awards, as the case may be, upon exercise of any Option or Award or upon
payment or transfer in respect of any Award, the same number and kind of stock,
securities, cash, property, or other consideration that each holder of a Share
was otherwise entitled to receive in the Transaction in respect of a Share.

        13. Release of Financial Information. A copy of the Company's annual
report to stockholders shall be delivered to each Optionee and Grantee at the
time such report is distributed to the Company's stockholders.




        14. Termination and Amendment of the Plan.

           A)  The Plan shall terminate on the tenth (10th) anniversary of its
               effective date and no Option or Award may be granted thereafter.
               The Board may sooner terminate or amend the Plan (other than to
               reduce the rights of Optionees and Grantees, as the case may be,
               under Sections 6[I], 7[I], 8[D][ii], 9[G] and 10[D][ii]), at any
               time and from time to time; provided, however, that to the extent
               necessary under Section 16(b) of the Exchange Act and the rules
               and regulations promulgated thereunder, no amendment shall be
               effective unless approved by the stockholders of the Company in
               accordance with applicable law and regulations at an annual or
               special meeting held within twelve (12) months before or after
               the date of adoption of such amendment.

           B)  Except as provided in Sections 11 and 12 hereof, rights and
               obligations under any Option or Award granted before any
               amendment of the Plan shall not be adversely altered or impaired
               by such amendment, except with the consent of the Optionee or
               Grantee, as the case may be.

        15. Non-Exclusivity of the Plan. The adoption of the Plan by the Board
shall not be construed as amending, modifying or rescinding any previously
approved incentive arrangement or as creating any limitations on the power of
the Board to adopt such other incentive arrangements as it may deem desirable.

        16. Limitation of Liability. As illustrative of the limitations of
liability of the Company, but not intended to be exhaustive thereof, nothing in
the Plan shall be construed to:

           A)  give any person any right to be granted an Option or Award other
               than at the sole discretion of the Committee;

           B)  give any person any rights whatsoever with respect to Shares
               except as specifically provided in the Plan;

           C)  limit in any way the right of the Company to terminate the
               employment of any person at any time; or

           D)  be evidence of any agreement or understanding, expressed or
               implied, that the Company will employ any person in any
               particular position at any particular rate of compensation or for
               any particular period of time.

        17. Regulations and Other Approvals; Governing Law.

           A)  This Plan and the rights of all persons claiming hereunder shall
               be construed and determined in accordance with the laws of the
               State of Kansas without giving effect to the conflicts of laws
               principles thereof, except to the extent that such law is
               preempted by federal law.

           B)  The obligation of the Company to sell or deliver Shares with
               respect to Options and Awards granted under the Plan shall be
               subject to all applicable laws, rules and regulations, including
               all applicable federal and state securities laws, and the
               obtaining of all such approvals by governmental agencies as may
               be deemed necessary or appropriate by the Committee.

           C)  The Plan is intended to comply with Rule 16b-3 promulgated under
               the Exchange Act and the Committee shall interpret and administer
               the provisions of the Plan or any Agreement in a manner
               consistent therewith. Any provisions inconsistent with such Rule
               shall be inoperative and shall not affect the validity of the
               Plan.

           D)  The Board may make such changes as may be necessary or
               appropriate to comply with the rules and regulations of any
               government authority, or to obtain for Eligible Employees granted
               Incentive Stock Options the tax benefits under the applicable
               provisions of the Code and regulations promulgated thereunder.

           E)  Each Option and Award is subject to the requirement that, if at
               any time the Committee determines, in its discretion, that the
               listing, registration or qualification of Shares issuable
               pursuant to the Plan is required by any securities exchange or
               under any state or federal law, or the consent or approval of any
               governmental regulatory body is necessary or desirable as a
               condition of, or in connection with, the grant of an Option or
               the issuance of Shares, no Options shall be granted or payment
               made or Shares issued, in whole or in part, unless listing,
               registration, qualification, consent or approval has been
               effected or obtained free of any conditions as acceptable to the
               Committee.

           F)  Notwithstanding anything contained in the Plan to the contrary,
               in the event that the disposition of Shares acquired pursuant to
               the Plan is not covered by a then current registration statement
               under the Securities Act of 1933, as amended, and is not
               otherwise exempt from such registration, such Shares shall be
               restricted against transfer to the extent required by the
               Securities Act of 1933, as amended, and Rule 144 or other
               regulations thereunder. The Committee may require any individual
               receiving Shares pursuant to the Plan, as a condition precedent
               to receipt of such Shares (including upon exercise of an Option),
               to represent and warrant to the Company in writing that the
               Shares acquired by such individual are acquired without a view to
               any distribution thereof and will not be sold or transferred
               other than pursuant to an effective registration thereof under
               said Act or pursuant to an exemption applicable under the
               Securities Act of 1933, as amended, or the rules and regulations
               promulgated thereunder. The certificates evidencing any of such
               Shares shall be appropriately legended to reflect their status as
               restricted securities as aforesaid.
        18. Miscellaneous.

           A)  Multiple Agreements. The terms of each Option or Award may differ
               from other Options or Awards granted under the Plan at the same
               time, or at some other time. The Committee may also grant more
               than one Option or Award to a given Eligible Employee during the
               term of the Plan, either in addition to, or in substitution for,
               one or more Options or Awards previously granted to that Eligible
               Employee. The grant of multiple Options and/or Awards may be
               evidenced by a single Agreement or multiple Agreements, as
               determined by the Committee.

           B)  Withholding of Taxes. i) The Company shall have the right to
               deduct from any distribution of cash to any Optionee or Grantee,
               an amount equal to the federal, state and local income taxes and
               other amounts as may be required by law to be withheld (the
               "Withholding Taxes") with respect to any Option or Award. If an
               Optionee or Grantee is entitled to receive Shares upon exercise
               of an Option or pursuant to an Award, the Optionee or Grantee
               shall pay the Withholding Taxes to the Company prior to the
               issuance, or release from escrow, of such Shares. In satisfaction
               of the Withholding Taxes to the Company, the Optionee or Grantee
               may make a written election (the "Tax Election"), which may be
               accepted or rejected in the discretion of the Committee, to have
               withheld a portion of the Shares issuable to him or her upon
               exercise of the Option or pursuant to an Award having an
               aggregate Fair Market Value equal to the Withholding Taxes,
               provided that (i) in respect of an Optionee or Grantee who may be
               subject to liability under Section 16(b) of the Exchange Act
               (unless his or her employment was terminated due to disability or
               death), the Tax Election is made either at least six (6) months
               prior to the date when the amount of the Withholding Taxes are
               determined (the "Tax Date") or during the ten (10) day period
               beginning on the third (3rd) business day and ending on the
               twelfth (12th) business day following the release for publication
               of the Company's quarterly or annual statements of earnings, (ii)
               the Tax Election is made prior to the Tax Date, and (iii) the Tax
               Election is irrevocable; provided, however, in the event that the
               Tax Date occurs subsequent to the exercise of the Option or
               issuance of Shares, the Optionee or Grantee shall tender back to
               the Company on the Tax Date that number of Shares having a Fair
               Market Value on the date preceding the Tax Date at least equal to
               the Withholding Taxes.

               ii)    If an Optionee makes a disposition, within the meaning of
                      Section 424(c) of the Code and regulations promulgated
                      thereunder, of any Share or Shares issued to Optionee
                      pursuant to Optionee's exercise of an Option within the
                      two (2) year period commencing on the day after the date
                      of the grant or within the one (1) year period commencing
                      on the day after the date of transfer of such Share or
                      Shares to the Optionee pursuant to such exercise, the
                      Optionee shall, within ten (10) days of such disposition,
                      notify the Company thereof, by delivery of written notice
                      to the Company at its principal executive office, and
                      immediately deliver to the Company the amount of
                      Withholding Taxes.

           C)  Designation of Beneficiary. Each Optionee and Grantee may
               designate a person or persons to receive, in the event of his or
               her death, any Option or Award or any amount payable pursuant
               thereto, to which he or she would then be entitled. Such
               designation will be made upon forms supplied by and delivered to
               the Company and may be revoked in writing. If an Optionee fails
               to effectively designate a beneficiary, then his or her estate
               will be deemed to be the beneficiary.

        19. Effective Date. The effective date of the Plan shall be the date of
its adoption by the Board, subject only to the approval by the affirmation votes
of the holders of a majority of the securities of the Company present, or
represented, and entitled to vote a at a meeting of stockholders duly held in
accordance with the applicable laws of the State of Kansas within twelve (12)
months of such adoption.


                                                   INTRUST FINANCIAL CORPORATION


ATTEST:                                            By__________________________
                                                     _______________, President

By _______________________________________
   _____________________________, Secretary