Exhibit 10.1.m

                           AMENDMENT 1
                               TO
                          KLT GAS INC.
                      COMPENSATION PROGRAM


      This  Amendment 1 to KLT Gas Inc. Compensation  Program  is
made  and  adopted  by  KLT  Inc., as the  sole  shareholder  and
designated  director  (the  "Director")  of  KLT  Gas  Inc.  (the
"Corporation"),  a  Missouri statutory close corporation,  as  of
October 31, 2001.

      WHEREAS, the Corporation established and adopted a  certain
Compensation  Program dated as of January 1, 2001  (the  "Plan"),
which Plan administered by the Director through its President;

     WHEREAS,  it  is  in  the interest of the  Corporation,  and
consistent  with  the  overall purpose  of  the  Plan  to  induce
participants  to  continue employment with  the  Corporation,  to
further amend the Plan, as set forth below.

     THEREFORE, the Plan is amended as follows:

     1.   Section 5.c. of the Plan hereby is amended and restated
to  read  in  its entirety, effective as of January 1,  2001,  as
follows:

           c.    The aggregate amount available to be distributed
     to  employees  (the "Pool") shall be 5.625% percent  of  the
     difference  between  (i)  the Amount  Realized  (as  defined
     below) on each Affiliate or Company, as the case may be, and
     (ii)  the sum of the Baseline for such Affiliate or Company,
     as the case may be, and an amount equal to a 10% annual pre-
     tax  return  on  such  Baseline  (such  Baseline  shall   be
     computed,  as  to  Affiliates existing as  of  the  date  of
     initial  adoption  of  the  Plan,  from  the  date  of  such
     adoption, and, as to Affiliates included subsequent  to  the
     Plan's  initial  adoption, from the date of such  subsequent
     inclusion.  The Baseline for the Company shall be the sum of
     the  Baselines of its Affiliates).  If the amount calculated
     pursuant   to  clause  5.c.(i)  is  less  than  the   amount
     calculated pursuant to clause 5.c.(ii), then the Pool  shall
     be  reduced  by  an amount equal to 5.625% percent  of  such
     difference  and  the  amounts in  the  employees'  Incentive
     Accounts  shall  be  accordingly adjusted  to  reflect  this
     reduction in the Pool.

     2.   Section 3.e. of the Plan hereby is amended and restated
to read in its entirety as follows:

           e.   The Amount Realized for each Affiliate or Company
     will  be  determined upon the occurrence  of  a  Realization
     Event.   A  Realization Event shall be deemed to occur  upon
     the earliest to occur of the following events:

                (i)   an  initial public offering (an  "IPO")  of
          common stock of the Company or an Affiliate;


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                (ii) the sale of twenty percent (20%) or more  of
          the   fully  diluted  capital  stock  or  other  equity
          securities in the Company or an Affiliate;
               (iii)     a merger or consolidation of the Company
          or  an  Affiliate  in  which the  Company  is  not  the
          survivor   or  the  controlling  shareholder   of   the
          resulting entity;
                (iv) a sale, disposition or other transfer of all
          or substantially all of the assets of the Company or an
          Affiliate;
                (v)   a liquidation or dissolution of the Company
          or an Affiliate;
               (vi) the Company or an Affiliate shall (a) have an
          order  for relief entered with respect to it under  the
          Federal  bankruptcy laws as now or hereafter in effect,
          (b)  make  an assignment for the benefit of  creditors,
          (c)  apply for, seek, consent to, or acquiesce in,  the
          appointment   of   a   receiver,  custodian,   trustee,
          examiner, liquidator or similar official for it or  any
          substantial portion of its property, (d) institute  any
          proceeding  seeking  an  order  for  relief  under  the
          Federal  bankruptcy laws as now or hereafter in  effect
          or seeking to adjudicate it a bankrupt or insolvent, or
          seeking    dissolution,   winding   up,    liquidation,
          reorganization, arrangement, adjustment or  composition
          of   it  or  its  debts  under  any  law  relating   to
          bankruptcy, insolvency or reorganization or  relief  of
          debtors, (e) take any corporate action to authorize  or
          effect  any of the foregoing actions set forth in  this
          clause  (vi), or (f) fail to contest in good faith  any
          appointment or proceeding described in clause (vii)  of
          this Section 3.e.;
                (vii)      Without the application,  approval  or
          consent of the Company or an Affiliate, as the case may
          be,  a  receiver,  trustee,  examiner,  liquidator   or
          similar official shall be appointed for the Company  or
          an   Affiliate,  or  any  substantial  portion  of  its
          property,  or a proceeding described in clause  (vi)(d)
          of  this  Section 3.e. shall be instituted against  the
          Company or an Affiliate, and such appointment continues
          undischarged  or such proceeding continues  undismissed
          or  unstayed  for  a period of sixty  (60)  consecutive
          days;
               (viii)    a portion of the property of the Company
          or   an  Affiliate  becomes  impaired  under  generally
          accepted accounting principles giving rise to a  write-
          down of the book value of such property; and
                (ix) a portion of the property of the Company  or
          an Affiliate is shut-in or otherwise abandoned.

     3.   Exhibit A of the Plan hereby is amended and restated to
read  in its entirety, effective as of October 31, 2001,  as  set
forth in Exhibit A attached hereto.

     4.   Clauses (i) and (ii) of Section 6.b. of the Plan hereby
are amended and restated to read in their entirety as follows:

            (i)    If   the  Company  terminates  the  employee's
     employment  for  any reason (including but  not  limited  to
     death  or  disability) other than Cause (as defined  below),
     the  Participant will be entitled to receive, within 15 days
     of the end of the year in which such termination occurred, a
     lump sum, net of all applicable withholding taxes, equal  to
     50%  of  the Award remaining in the Participant's  Incentive
     Account  at  the  time of such termination, as  adjusted  to
     reflect the proportionate effects of all reductions (but not

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     increases)  to  the Pool, pursuant to Section  5,  occurring
     between said time of termination and the end of the year  in
     which  such termination occurred. The employee shall not  be
     entitled to any other portion of the Award remaining in  the
     employee's Incentive Account.

           (ii)  If  the  employee terminates employment,  or  is
     terminated for Cause, the employee shall forfeit all of  the
     Award  remaining in the employee's Incentive Account at  the
     time  of  such termination.  The Company may,  in  its  sole
     discretion,  elect  to waive the forfeiture  requirement  of
     this  paragraph respecting a portion (but not more than 50%)
     of  such Award if a employee terminates employment; in  such
     event,  payment of such portion shall be made in  accordance
     with the preceding paragraph.

      5.    Except  as  expressly amended above,  the  terms  and
conditions  of  the Plan remain in full force  and  effect.   All
capitalized  terms  not  defined herein shall  have  the  meaning
ascribed to them in the Plan.

     IN WITNESS WHEREOF, the Director has executed this Amendment
1 as of the date first above written.

                                   KLT INC.,
                                   as the sole shareholder and
                                   designated director of KLT Gas
                                   Inc. and Director of the Plan

                                   By:  /s/ Gregory J. Orman
                                        Gregory J. Orman
                                        President and CEO
Attest:

/s/ David J. Haydon
Secretary

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