Exhibit 10.19



                              PREPAYMENT
                    RELEASE AND DISCHARGE AGREEMENT


This Release and Discharge Agreement is made this 2nd day of January, 1997,
among Seafield Capital Corporation, a Missouri corporation ("Seafield") and
William D. Grant, an individual ("WDG") and Mary Grant, an individual and
the wife of WDG ("MG").

WHEREAS, WDG and Business Men's Assurance Company of America ("BMA") were
parties to a Supplemental Retirement Agreement for Senior Executive
Officers and an Amendment thereto, copies of both of which are attached
hereto as Exhibit A (collectively, the "Grant Supplemental Retirement
Agreement"); and

WHEREAS, pursuant to an Agreement dated June 29, 1992, among WDG, Seafield,
Generali-Assicurazioni Generali S.p.A. ("Generali") and affiliates of
Generali (the "Assumption Agreement"), Seafield assumed all of BMA's
obligations under the Grant Supplemental Retirement Agreement and WDG
released and discharged BMA and Generali with respect to obligations under
the Grant Supplemental Retirement Agreement; and

WHEREAS,  the Grant Supplemental Retirement Agreement provides for a
monthly retirement benefit to WDG which amounts to $129,381.72 per year for
the life of WDG, and, if MG survives WDG, a monthly benefit in a lesser
amount to MG for her life; and

WHEREAS, neither WDG nor MG has any rights to receive any lump sum
settlement amount under the Grant Supplemental Retirement Agreement; and

WHEREAS, Seafield desires to prepay and discharge by way of a lump sum
payment all remaining obligations to WDG and MG under the Grant
Supplemental Retirement Agreement;

NOW, THEREFORE, in consideration of the premises and the mutual promises
herein set forth, the parties agree as follows:

1.  Lump Sum Payment.  As a prepayment of all future obligations under the
Grant Supplemental Retirement Agreement, both to WDG and MG, Seafield shall
pay to WDG and MG jointly the aggregate sum of $1,000,000, simultaneously
with the execution of this Agreement by WDG and MG.

2.  Release and Discharge.  WDG and MG each hereby acknowledges receipt of
the payment specified in paragraph 1 above, and agrees that said
consideration is in full and complete satisfaction of all obligations under
and with respect to the Grant Supplemental Retirement Agreement, whether
pursuant to the Assumption Agreement or otherwise, and, in consideration of
said payment by Seafield, WDG and MG each hereby releases and relinquishes
any and all claims, whether now existing or hereafter arising, which either
of them may have under or with respect to the Grant Supplemental Retirement
Agreement and forever discharges Seafield and its successors and assigns
from any further obligations or liabilities under or with respect to the
Grant Supplemental Retirement Agreement.

IN WITNESS WHEREOF, the parties hereto have signed this Agreement or, in
the case of Seafield, caused this Agreement to be signed by its duly
authorized officer, all as of the date first above written.

                      SEAFIELD CAPITAL CORPORATION

                      By: /s/ James R. Seward
                         --------------------
                         Exec. Vice President
                         Chief Financial Officer



                         /s/ W. D. Grant
                         --------------------


                         /s/ Mary Grant
                         --------------------