FOURTH AMENDMENT to
                                 AND RESTATEMENT
                                       OF
                           K-V PHARMACEUTICAL COMPANY
                        1991 INCENTIVE STOCK OPTION PLAN


         1.       Purpose of the Plan

         The K-V  Pharmaceutical  Company Amended and Restated 1991 Stock Option
Plan ("Plan") is intended to provide additional  incentive to certain valued and
trusted employees of K-V Pharmaceutical Company, a Delaware corporation, and its
subsidiaries (the "Company"),  by encouraging them to acquire shares of the $.01
par value Class B common stock of the Company (the "Stock")  through  options to
purchase Stock granted pursuant to the Plan ("Options"), thereby increasing such
employees'  proprietary  interest in the  business of the Company and  providing
them with an increased  personal  interest in the continued success and progress
of the  Company,  the result of which will  promote  both the  interests  of the
Company and its shareholders.

         Options  granted  under  the  Plan  will  be  intended  to  qualify  as
"incentive  stock  options"  ("1505")  within the  meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"). Each employee granted an
Option shall enter into an agreement  with the Company (the "Option  Agreement")
setting  forth  the  terms  and  conditions  of the  Option,  as  determined  in
accordance with this Plan.


         2.       Administration of Plan

         This Plan shall be  administered by the  Compensation  and Stock Option
Committee  appointed by the Board of Directors of the Company (the "Committee"),
to be  composed  of at least two (2)  members of the Board of  Directors  of the
Company. Members of the Committee shall not be eligible to receive Options under
this Plan. The Committee shall have the sole power:

         (a) Subject to the  provisions  of the Plan, to determine the terms and
conditions  of all  Options;  to  construe  and  interpret  the Plan and Options
granted under it; to determine the time or times an Option may be exercised, the
number of shares as to which an Option  may be  exercised  at any one time,  and
when an  Option  may  terminate;  to  establish,  amend  and  revoke  rules  and
regulations  relating  to the Plan and its  administration;  and to correct  any
defect,  supply any omission,  or reconcile any inconsistency in the Plan, or in
any Option Agreement, in a manner and to the extent it shall deem necessary, all
of which  determinations  and  interpretations  made by the  Committee  shall be
conclusive and binding on all Optionees and on their legal  representatives  and
beneficiaries; and



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         (b) To determine all questions of policy and expediency  that may arise
in the administration of the Plan and generally exercise such powers and perform
such acts as are deemed  necessary or expedient to promote the best interests of
the Company.

         3.       Shares Subject to the Plan

         (a) Subject to the  provisions  of paragraph 13 below,  the Stock which
may be issued pursuant to Options granted under the Plan shall not exceed in the
aggregate seven hundred fifty thousand  (750,000) shares of Class A Common Stock
of the Company and six hundred seventy-five thousand (675,000) shares of Class B
Common Stock of the Company.  If any Options  granted under the Plan  terminate,
expire or are  surrendered  without having been exercised in full, the number of
shares of Stock not purchased  under such Options  shall be available  again for
the purpose of the Plan.

         (b) At any time  that the  Committee  determines  that  there  exists a
public market for Class A Common Stock of the Company,  it may designate that an
Option  to  purchase  shares  of Class B Common  Stock of the  Company  shall be
exercisable to purchase shares of Class A Common stock of the Company instead of
Class B Common  Stock.  Such  redesignation  of an Option  shall not  affect the
purchase  price under such Option or the number of shares with  respect to which
such Option has been granted. Notwithstanding the foregoing, no redesignation of
an Option shall be effective if such redesignation constitutes a modification of
such Option within the meaning of Section 424(h) of the Code.

         4.       Persons Eligible for Options

         All employees of the Company who are not members of the Committee shall
be eligible to receive the grant of Options under the Plan. The Committee  shall
determine the employees to whom Options shall be granted, the time or times such
Options shall be granted,  the number of shares to be subject to each Option and
the  times  when  each  Option  may  be  exercised.  The  Committee  shall  seek
information,  advice and recommendations from management to assist the Committee
in its  independent  determination  as to the employees to whom Options shall be
granted.  An employee who has been granted an Option (an  "Optionee"),  if he or
she is otherwise eligible, may be granted additional Options.

         5.       Purchase Price

         The  purchase  price  of each  share  of  Stock  covered  by  each  ISO
("Purchase Price") shall not be less than one hundred percent (100%) of the Fair
Market  Value Per Share (as  defined  below) of the Stock on the date the ISO is
granted; provided, however, if when an ISO is granted the Optionee receiving the
ISO owns or will be  considered  to own by reason of Section  424(d) of the Code
more than ten percent (10%) of the total combined voting power of all classes of
stock of the Company,  the purchase price of the Stock covered by such ISO shall
not be less than one hundred and ten percent (110%) of the Fair Market Value Per
Share of the Stock on the date the ISO is granted.

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         "Fair Market Value Per Share" of the Stock shall mean: (i) if the Stock
is not publicly  traded,  the amount  determined by the Committee on the date of
the grant of the Option;  (ii) if the Stock is traded only  otherwise  than on a
securities exchange and is not quoted on the National  Association of Securities
Dealers Automated Quotation System ("NASDAQ"),  the closing quoted selling price
of the  Stock on the date of grant of the  Option  as  quoted  in "pink  sheets"
published by the National Daily Quotation  Bureau;  (iii) if the Stock is traded
only  otherwise  than on a  securities  exchange  and is quoted on  NASDAQ,  the
closing quoted selling price of the Stock on the date of grant of the Option, as
reported by the Wall Street Journal; or (iv) if the Stock is admitted to trading
on a securities  exchange,  the closing quoted selling price of the Stock on the
date of  grant of the  Option,  as  reported  in the Wall  Street  Journal.  For
purposes of Items (i) through (iv) of this paragraph,  if there were no sales on
the date of the grant of an Option,  the Fair  Market  Value Per Share  shall be
determined by the Committee in accordance with Section  20.2031-2 of the Federal
Estate Tax Regulations.

         6.       Duration of Options

         Any outstanding  Option and all  unexercised  rights  thereunder  shall
expire and  terminate  automatically  upon the earliest of: (i) the cessation of
the employment or engagement of the Optionee by the Company for any reason other
than retirement (as provided by contract  between the Company any such person or
otherwise  under normal Company  policies),  death or disability;  (ii) the date
which is three months following the effective date of the Optionee's  retirement
from the Company's service;  (iii) the date which is one year following the date
on which the  Optionee's  service with the Company  ceases due to disability (or
due to the  death  with  respect  to  Options  issued  prior to the date of this
amendment);  (iv)  the  date  of  expiration  of the  Option  determined  by the
Committee at the time the Option is granted and  specified  in such Option;  and
(v) in any event,  the tenth  annual  anniversary  date of the  granting  of the
Option,  or, if when an ISO is granted the Optionee owns (or would be considered
to own by reason of Section  424(d) of the Code) more than ten percent  (10%) of
the total combined voting power of all classes of stock of the Company,  then on
the fifth such anniversary; provided, however, that the Committee shall have the
right,  but not the  obligation,  to extend the expiry of the Options held by an
Optionee  whose service with the Company has ceased for any reason to the end of
their  original terms (either upon issuance of the Option or at such time as the
Option  would  otherwise  terminate),  notwithstanding  that such Options may no
longer qualify as ISOs under the Code.

         7.       Exercise of Options

         (a) An Option may be exercisable in installments or otherwise upon such
terms as the Committee shall determine when the Option is granted.  In the event
that an Option is  exercisable  only in  installments  and the Optionee has been
employed  by the  Company  for five or more years as of the date such Option was
granted,  such Option shall become fully  exercisable  upon the  termination  of
 

                                       -3-

<PAGE>
employment  of the  Optionee  by  reason of death or  disability,  if and to the
extent that such  acceleration  would not cause a violation  of the  limitations
contained  in  Section  422(b)(7)  of the  Code.  If  acceleration  by reason of
termination  because of  disability  would cause a violation of the  limitations
contained  in Section  422(b)(7) of the Code,  acceleration  shall occur only in
amount  such  that  such  acceleration  does not cause a  violation  of  Section
422(b)(7) of the Code and the acceleration of the  exercisability of any portion
of the Option which would be in violation of such  limitation  shall be deferred
until January 1 of the year  following  that in which  termination of employment
occurs.  In the  event  termination  of  employment  occurs  by reason of death,
acceleration of the exercisability of any portion of the Option shall occur only
as and to the extent that such  acceleration  will not cause a violation  of the
limitations contained in Section 422(b)(7) of the Code. Notwithstanding anything
to the contrary contained in this Plan, the Committee at any time may accelerate
the time at which any Option granted hereunder is exercisable.

         (b) No Option will be exercisable  (and any attempted  exercise will be
deemed null and void) if such  exercise  would  create a right of  recovery  for
"short-swing  profits"  under  Section 16(b) of the  Securities  Exchange Act of
1934,  unless the  Optionee  pays the  Company  the amount of such  "short-swing
profits" at the time of the exercise of the Option.

         (c)  In the  event  that  a  portion  of an  ISO  which  first  becomes
exercisable exceeds the limitations  contained in Section 422(b)(7) of the Code,
the shares  purchased  pursuant to Options in excess of such limitation shall be
deemed to be non-qualified stock options and shall be identified  accordingly on
the certificates  representing  such shares and in the stock transfer records of
the Company.

         8.       Method of Exercise

         (a) When the right to purchase shares accrues, Options may be exercised
by giving written  notice to the Company  stating the number of shares for which
the Option is being  exercised,  accompanied  by payment in full by cash, or its
equivalent,  acceptable  to the Company,  of the  purchase  price for the shares
being purchased.  The Company shall issue a separate certificate or certificates
of Stock for each Option exercised by an Optionee.

         (b) In the Committee's discretion, determined at the time the Option is
granted, payment of the purchase price for the shares may be made in whole or in
part with other  shares of Stock of the Company  which are free and clear of all
liens and encumbrances. The value of the shares of Stock tendered in payment for
the shares being  purchased shall be the Fair Market Value Per Share on the date
of the Optionee's notice of exercise.

         (c) Notwithstanding the foregoing,  the Company shall have the right to
postpone  the time of  delivery of the shares for such period as may be required
for the  Company,  with  reasonable  diligence,  to comply  with any  applicable
listing  requirements  of any  national  securities  exchange  or  the  National
Association of Securities Dealers,  Inc. or any Federal,  state or local law. If

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<PAGE>
the Optionee,  or other person entitled to exercise the Option,  fails to timely
accept  delivery  of and pay for  the  shares  specified  in  such  notice,  the
Committee  shall have the right to  terminate  the Option  with  respect to such
shares.

         9.       Nontransferability of Options

         No Option granted under the Plan shall be assignable or transferable by
the Optionee,  either  voluntarily or by operation of law, other than by will or
the laws of descent and distribution,  and, during the lifetime of the Optionee,
shall be exercisable only by the Optionee.

         10.      Continuance of Employment

         Nothing  contained in the Plan or in any Option  granted under the Plan
shall confer upon any Optionee  any rights with respect to the  continuation  of
employment  by the Company or interfere in any way with the right of the Company
(subject to the terms of any separate  employment  agreement to the contrary) at
any  time  to  terminate  such   employment  or  to  increase  or  decrease  the
compensation  of the  Optionee  from  the rate in  existence  at the time of the
granting of any Option.

         11.      Restrictions on Shares

         If the Company  shall be advised by counsel that  certain  requirements
under the  Federal  or state  securities  laws must be met  before  Stock may be
issued  under this Plan,  the  Company  shall  notify all  persons who have been
issued  Options,  and the Company  shall have no liability  for failure to issue
Stock under any exercise of Options because of delay while such requirements are
being met or the inability of the Company to comply with such requirements.

         12.      Privilege of Stock Ownership

         No person  entitled to exercise any Option granted under the Plan shall
have the rights or privileges of a stockholder  of the Company for any shares of
Stock  issuable  upon  exercise of such Option  until such person has become the
holder of record of such shares.  No  adjustment  shall be made for dividends or
other rights for which the record date is prior to the date on which such person
becomes the holder of record, except as provided in paragraph 13 below.

         13.      Adjustment

         (a) If the  number of  outstanding  shares of Stock  are  Increased  or
decreased, or such shares are exchanged for a different number or kind of shares
or securities of the Company through reorganization,  merger,  recapitalization,
reclassification,  stock dividend,  stock split, combination of shares, or other
similar transaction, the aggregate number of shares of Stock subject to the Plan

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<PAGE>
as provided in paragraph 3 above,  and the shares of Stock subject to issued and
outstanding  Options under the Plan shall be appropriately  and  proportionately
adjusted by the Committee. Any such adjustment in an outstanding Option shall be
made  without  change  in  the  aggregate   purchase  price  applicable  to  the
unexercised  portion  of the Option but with an  appropriate  adjustment  in the
price for each share or other unit of any security covered by the Option.

         (b)  Notwithstanding  paragraph  (a),  upon:  (i)  the  dissolution  or
liquidation of the Company,  (ii) a  reorganization,  merger or consolidation of
the  Company  with one or more  corporations  in which  the  Company  is not the
surviving  corporation,  (iii) a sale of substantially  all of the assets of the
Company,  or (iv) the transfer of more than 80% of the then outstanding Stock of
the  Company to another  entity or person in a single  transaction  or series of
transactions,  the Plan shall  terminate,  and any  outstanding  Options granted
under  the Plan  shall  terminate  on the day  before  the  consummation  of the
transaction;  provided  that the Board  shall have the  right,  but shall not be
obligated, to accelerate the time in which any Options may be exercised prior to
such a termination.  However, the termination of such Options shall not occur if
provision is made in writing in  connection  with the  transaction,  in a manner
acceptable to the Board,  for: (A) the continuance of the Plan and assumption of
outstanding  Options, or (B) the substitution for such Options of new options to
purchase the stock of a successor corporation (or parent or subsidiary thereof),
with  appropriate  adjustments as to number and kind of shares and option price.
The Board of  Directors  shall have the  authority  to amend this  paragraph  to
provide for a requirement  that a successor  corporation  assume any outstanding
Options.

         (c) Adjustments  under this paragraph 13 shall be made by the Committee
whose  determination  as to what  adjustments  shall  be  made,  and the  extent
thereof,  shall be final, binding and conclusive.  No fractional shares of Stock
shall be issued under the Plan or in connection with any such adjustment.

         14.      Holding Period and Forfeiture of Stock

         (a) All Stock purchased  pursuant to the exercise of an Option shall be
held by the Company for a period of two (2) years from the date of exercise (the
"Holding Period"). Notwithstanding anything contained herein to the contrary, if
an Optionee  leaves the employ of the Company  during the Holding Period for any
reason other than the  retirement  (under  normal  Company  policies),  death or
disability  of such  Optionee,  the  Optionee's  purchase of such Stock shall be
voidable at the Committee's sole option and discretion. If any purchase of Stock
is voided by reason of the provisions of this paragraph 14, an amount determined
as  provided  in  paragraph  14(d)  shall  thereupon  be returned in full to the
Optionee. Notwithstanding the foregoing, the Committee at any time may waive the
Holding  Period  requirement  set forth herein with  respect to any  outstanding
options.

         (b) At any time within the Holding Period that the Committee determines
that there exists a public  market for Class A Common  Stock of the Company,  it

                                       -6-

<PAGE>
may cancel an  Optionee's  Class B Common  Stock of the Company then being held,
and issue in lieu  thereof an  equivalent  number of Class A Common Stock of the
Company.

         (c) In the event that an Optionee  incurs a financial  hardship  within
the Holding Period,  which is determined by the Committee in its sole discretion
upon  written  application  by the  Optionee  and after  review of the facts and
circumstances  to be  of an  immediate  and  heavy  nature,  the  Committee  may
authorize the  repurchase of the  Optionee's  Stock by the Company at a price as
determined  under paragraph 14(d) and payment of the proceeds of such repurchase
to the Optionee.

         (d) In the event  that a  purchase  of Stock is voided by reason of the
provisions of this  paragraph  14(a) or  repurchased by the Company by reason of
the  financial  hardship of an  Optionee,  the amount  paid to such  Optionee by
reason of the voided  transaction  or the  repurchase of such Stock shall be the
least of:  (i) the funds  paid by the  Optionee  in  connection  with the voided
transaction;  (ii) the  value  in cash of Stock  used to  purchase  such  Stock,
determined  as of the date of such  purchase,  less any amount  which would have
been forfeited by reason of this paragraph 14 relative to Stock used to purchase
the  forfeited  Stock if such Stock had not been so used and the Holding  Period
relative  to such  Stock had not  expired;  or (iii) the Fair  Market  Value Per
Share, as determined in accordance with the provisions of paragraph 5 hereof, on
the termination  date of the Optionee's  employment with the Company or the date
of the repurchase made pursuant to paragraph 14(b), as the case may be.

         (e) In order to  facilitate  the  repurchase of Stock by the Company in
accordance with the terms of paragraph  14(a) hereof,  if an Optionee leaves the
employ of the Company  during the Holding  Period and the Company  rescinds  the
purchase of Stock by such  Optionee,  each  Optionee who exercises any Option or
portion thereof shall, at the time of payment thereof,  as provided in paragraph
7(a) hereof,  deliver to the Company a form of stock power and assignment signed
by such Optionee in form and substance  satisfactory  to the Company,  rendering
the certificate  representing the shares purchased negotiable to the Company. An
Optionee  may at any time  request  delivery of Stock in payment of the Purchase
Price for additional Stock pursuant to paragraph 8(b) hereof notwithstanding the
fact  that  such  Stock  has not been  held for two (2)  years  from the date of
exercise of the Option pursuant to which it was purchased.

         15.      Optionee's Right to Pledge

         (a)  Notwithstanding  the provisions of paragraph 14(a) hereof,  if any
Optionee who exercises an Option  demonstrates to the Committee a need to obtain
financing for the purchase of Stock  pursuant to such exercise and indicates his
good faith  intention to remain in the employ of the Company  during the Holding
Period, the Committee, in its sole discretion,  may permit delivery of any Stock
purchased pursuant to the exercise of any Option to a financial  institution for
use by such  Optionee  as  collateral  security  for the  purchase of the Stock,


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<PAGE>
subject to any necessary or appropriate restrictions with respect thereto as may
be required to comply with applicable  Federal and state  securities laws and/or
the listing requirements of any national securities exchange.

         (b) If Stock is  delivered  to an  Optionee  in order to  facilitate  a
pledge  described in paragraph 15(a), the Company shall have the right to cancel
said Stock upon the exercise of the  Company's  election to void the purchase of
such Stock pursuant to the provisions of paragraph 14(a).  Upon the cancellation
of such Stock and  application by the holder  thereof,  the Company shall pay to
the holder the amount payable for such Stock as calculated  under the provisions
of paragraph 14(c) hereof.

         (c) Any Stock  delivered to an Optionee  pursuant to the  provisions of
this  paragraph 15 shall  contain a legend  stating that the Stock is subject to
cancellation  pursuant to the terms of this Plan and that upon  cancellation the
amount payable to the holder thereof shall be limited as provided in the Plan.

         16.      Delivery of Certificates

         If the  Optionee  remains in the employ of the Company  throughout  the
Holding  Period,  or leaves  the employ of the  Company by reason of  retirement
(under normal Company policies),  death or disability, the Company shall deliver
to the Optionee or his personal  representative (as the case may be), as soon as
practicable  thereafter,  certificates  representing  the Stock purchased by the
Optionee  under  the  Option  free  and  clear  of  restriction  except  for the
restrictions  which are  necessary to assure  compliance  by the Company and the
Optionee with  applicable  Federal and state  securities laws and/or the listing
requirements of any national  securities exchange (the  "Certificates").  If the
Company fails or declines to exercise its right to void any purchase pursuant to
the terms of paragraph 14 hereof,  the Company shall deliver the Certificates to
those  Optionees as soon as  practicable  after the  expiration of two (2) years
from the date of exercise of the  applicable  Option.  In the event an Option is
exercised using Stock as consideration for the Purchase Price, the Company shall
issue separate certificates for each block of shares delivered in payment of the
Option Price and for the balance of shares purchased at such exercise.

         17.      Investment Purpose

         Each Option  granted  hereunder may be issued on the condition that any
purchase of Stock  pursuant to the  exercise of an Option which shall not be the
subject of a registration  statement  permitting the sale or other  distribution
thereof  shall  be for  investment  purposes  and not with a view to  resale  or
distribution  (the  "Restricted  Stock").  If  requested  by the  Company,  each
Optionee must agree,  at the time of the purchase of any  Restricted  Stock,  to
execute an "investment  letter" setting forth such investment intent in the form
acceptable  to the Company and must consent to any stock  certificate  issued to
him  thereunder  bearing a restrictive  legend  setting  forth the  restrictions
applicable to the further resale,  transfer or other conveyance  thereof without

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registration  under  the  Securities  Act of 1933,  as  amended,  and  under the
applicable securities or blue sky laws of any other jurisdiction (together,  the
"Securities   Laws"),  or  the  availability  of  exemptions  from  registration
thereunder  and to the  placing of transfer  restrictions  on the records of the
transfer  agent for such Stock.  No Restricted  Stock may  thereafter be resold,
transferred or otherwise conveyed unless:

         (1)      an opinion of the Optionee's counsel is received,  in form and
                  substance  satisfactory  to  counsel  for  the  Company,  that
                  registration  under  the  applicable  Securities  Laws  is not
                  required; or

         (2)      such Stock is registered under the applicable Securities Laws;
                  or

         (3)      "no  action"  letters  are  received  from  the  staff  of the
                  Securities and Exchange Commission and from the administrative
                  agencies administering all other applicable securities or blue
                  sky laws,  based on the option of counsel for Optionee in form
                  and  substance  reasonably  satisfactory  to  counsel  for the
                  Company, advising that registrations under the Securities Laws
                  are not required.

         18.      Amendment and Termination of Plan

         (a) The Board of Directors of the Company may, from time to time,  with
respect to any shares at the time not subject to Options,  suspend or  terminate
the Plan or amend or revise the terms of the Plan;  provided  that any amendment
to the Plan shall be approved by a majority of the  shareholders  of the Company
if the  amendment  would  (i)  materially  increase  the  benefits  accruing  to
participants  under the Plan;  (ii) increase the number of shares of Stock which
may be issued  under  the Plan,  except as  permitted  under the  provisions  of
paragraph  13  above;  or  (iii)  materially   modify  the  requirements  as  to
eligibility for participation in the Plan.

         (b) Subject to the  provisions  in paragraph  13 above,  the Plan shall
terminate  ten (10) years from the  earlier of the  adoption  of the Plan by the
Board of Directors or its approval by the shareholders.

         (c) Subject to the  provisions  in  paragraph 13 above,  no  amendment,
suspension  or  termination  of this Plan  shall,  without  the  consent  of the
Optionee,  alter or impair any rights or obligations under any Option granted to
such Optionee under the Plan.

         19.      Effective Date of Plan

         The Plan shall become effective upon adoption by the Board of Directors
of the Company and approval by the Company's  shareholders;  provided,  however,
that  prior to  approval  of the Plan by the  Company's  shareholders  but after
adoption  by the  Board of  Directors,  Options  may be  granted  under the Plan
subject to obtaining such approval.

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<PAGE>
         20.      Term of Plan

         No Option  shall be granted  pursuant  to the Plan after ten (10) years
from the earlier of the date of  adoption of the Plan by the Board of  Directors
of the Company or the date of approval by the Company's shareholders.


                                      -10-