<PAGE>

                                               EXHIBIT (10.32)


            (PAGE NUMBERS REFER TO PAPER DOCUMENT ONLY)


                    DEFERRED COMPENSATION AND
           STOCK APPRECIATION RIGHTS PLAN, AS AMENDED
                 AND RESTATED AS OF JUNE 6, 1996


             SECTION 1.  ESTABLISHMENT AND PURPOSES

1.1  ESTABLISHMENT.  CPI Corp. hereby establishes a deferred
compensation and stock appreciation rights plan for executives as
described herein, which shall be known as the "CPI CORP. DEFERRED
COMPENSATION AND STOCK APPRECIATION RIGHTS PLAN"  (hereinafter
called the "Plan").  The Plan was originally effective as of
February 1, 1986 and was previously amended and restated
effective as of February 3, 1991, and as of July 11, 1991.  The
July 11, 1991 Amended and Restated Plan was further amended
effective November 7, 1991, and amended and restated effective as
of April 2, 1992.  The changes in the Plan as amended and
restated herein are effective as of June 6, 1996.
1.2  Purposes.  The purposes of this Plan are to enable the
Company to attract and retain persons of outstanding competence,
promote the stockholder point of view among key employees of the
Company, and provide a means whereby the receipt of certain
amounts payable by the Company to selected executives may be
deferred to some future period.

                     SECTION 2.  DEFINITIONS

2.1  DEFINITIONS.  Whenever used herein, the following terms
shall have the meanings set forth below:

(a)  "Average T-Bond Rate for the Deferral Years" means the sum
     of the average annual yields to maturity on 30-year Treasury

















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     bonds, as reported in the Federal Reserve Bulletin, for each
     completed calendar year (or portion thereof) during which
     payments are deferred under Section 4.1 or Section 9.1
     hereunder divided by the total number of completed calendar
     years (or portions thereof) during which payments are
     deferred.

(b)  "Board" means the Board of Directors of the Company.

(c)  "Book Value" means the amount that results from dividing the
     net worth reflected on the consolidated balance sheet of the
     Company and its subsidiaries by the number of outstanding
     shares of common stock of the Company.  Net worth, for this
     purpose, shall not include the stated value of any
     outstanding shares of preferred stock.  Also, the number of
     outstanding shares of common stock shall not include any
     shares issued and held by the Company as treasury stock.
     Book Value shall be determined by the Board based upon the
     report of the Company's independent auditors.

(d)  "Cause" means:

     (i)  Conduct or activity of the Participant materially
          detrimental to the Company's reputation or business
          (including financial) operations;

    (ii)  Gross or habitual neglect or breach of duty or
          misconduct of the Participant in discharging the duties
          of his position; or

   (iii)  Prolonged absence by the Participant from his duties
          (other than on account of illness or disability)


















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          without the consent of the Company.

(e)  A "Change of Control" means a change in control of a nature
     that would be required to be reported in response to Item
     1(a) of the Current Report on Form 8-K, as in effect on the
     date hereof, pursuant to Section 13 or 15(d) of the
     Securities Exchange Act of 1934, as amended ("Exchange Act")
     or would have been required to be so reported but for the
     fact that such event had been "previously reported" as that
     term is defined in Rule 12b-2 of Regulation 12B of the
     Exchange Act unless the transactions that give rise to the
     change of control are approved or ratified by a majority of
     the members of the Incumbent Board who are not Participants
     in the Plan; provided that, without limitation,
     notwithstanding anything herein to the contrary, a change in
     control shall be deemed to have occurred if (i) any Person
     is or becomes the beneficial owner (as defined in Rule 13d-3
     under the Exchange Act), directly or indirectly, of
     securities of the Company representing 40% or more of the
     combined voting power of the Company's then outstanding
     securities ordinarily (apart from rights accruing under
     special circumstances) having the right to vote at elections
     of directors ("Voting Securities"), (ii) individuals who
     constitute the Incumbent Board cease for any reason to
     constitute at least a majority thereof, or (iii) the
     stockholders of the Company approve a reorganization, merger
     or consolidation with respect to which persons who were the





















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     stockholders of the Company immediately prior to such
     reorganization, merger or consolidation do not, immediately
     thereafter, own, directly or indirectly, more than 50% of
     the combined voting power entitled to vote generally in the
     election of directors of the reorganized, merged or
     consolidated company's then outstanding voting securities,
     or a liquidation or dissolution of the Company or of the
     sale of all or substantially all of the assets of the
     Company.  For purposes of this Agreement, the term "Person"
     shall mean and include any individual, corporation,
     partnership, group, association or other "person,"  as such
     term is used in Section 14(d) of the Exchange Act, other
     than the Company, a subsidiary of the Company or any
     employee benefit plan(s) sponsored or maintained by the
     Company or any subsidiary thereof.

(f)  "Committee" means the Compensation Committee of the Board.

(g)  "Company" means CPI Corp., a Delaware corporation.

(h)  "Deferred Compensation Account Balance" means, with respect
     to each separate deferral under Section 4.1 or Section
     9.1(a) hereof, the balance of a Participant's account for
     such deferral that is valued in accordance with the
     provisions of Section 5.2 hereof (or, in the case of a
     termination for Cause, in accordance with the provisions of
     Section 5.4 hereof).

(i)  "Dividend Equivalent Award" means the amount determined by
     multiplying the number of Growth Units credited to a





















                              4



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     Participant's account by the amount of a regular or special
     dividend declared on each share of the Company's common
     stock.

(j)  "Fair Market Value" means the last sale price of the
     Company's common stock on the New York Stock Exchange on a
     particular date as reported in the Wall Street Journal.

(k)  "Growth Addition" means the increase or decrease to a
     Participant's deferred amounts as a result of a change in
     the value of the Growth Units to which the deferred amounts
     had been converted.

(l)  "Growth Unit" means a measure of participation under the
     Plan having a value based on the Book Value of a share of
     common stock of the Company and other characteristics
     specified in the Plan.

(m)  "Incumbent Board" means the individuals who constituted the
     Board on February 3, 1991; provided that any person becoming
     a director subsequent to that date whose election, or
     nomination for election by the Company's shareholders, was
     approved by a vote of at least three-quarters of the
     directors comprising the Incumbent Board (either by a
     specific vote or by approval of the proxy statement of the
     Company in which such person is named as a nominee for
     director, without objection to such nomination) shall, for
     purposes of this Agreement, be deemed a member of the
     Incumbent Board.






















                              5




<PAGE>



(n)  "Interest Addition" means an amount equal to a Participant's
     Deferred Compensation Account Balance as of the last day of
     the Year multiplied by the average twelve-month interest
     rate as selected by the Committee from time to time.

(o)  "Participant" means an individual selected by the Committee
     for participation in the Plan.

(p)  "Retirement" means a Participant's termination of employment
     with the Company (other than for Cause) at any time after
     the earlier of the date on which he (i) attained age 65 or
     (ii) both attained at least age 55 and completed at least 15
     Years of Service (as defined in the Company's Profit-Sharing
     Plan).

(q)  "Stock Appreciation Right" means the right to receive a cash
     payment from the Company equal to the excess of the Fair
     Market Value of a share of common stock of the Company at
     the maturity date over the initial value established by the
     Committee.

(r)  "Year" means the fiscal year of the Company ending on the
     first Saturday in February.

2.2  GENDER AND NUMBER.  Except when otherwise indicated by the
context, any masculine terminology used herein also shall include
the feminine gender, and the definition of any term herein in the
singular also shall include the plural.


            SECTION 3.  ELIGIBILITY AND PARTICIPATION

3.1  ELIGIBILITY.  The Company's Corporate Officers, members of
the Corporate Development Council, and other key executives














                              6




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approved by the Compensation Committee shall be eligible to
participate in this Plan.

3.2  PARTICIPATION.  The Compensation Committee of the Board of
Directors shall approve individuals for participation in the
Plan.  The Committee shall determine and indicate whether
participation is for the deferred compensation aspect of the
plan, the Stock Appreciation Rights element, or both programs.
In the event a Participant no longer meets the requirements for
participation in this Plan, he shall become an inactive
Participant, retaining all the rights described under this Plan,
except the right to make any further deferrals or to be granted
additional Stock Appreciation Rights, until he again becomes an
active Participant.

                  SECTION 4.  ELECTION TO DEFER

4.1  DEFERRAL ELECTION.  Within thirty (30) days prior to the
beginning of the Year, a Participant irrevocably may elect, by
written notice to the Company, to defer up to fifty percent (but
not less than $5,000) of an incentive bonus which otherwise would
be payable with respect to service to be performed in the Year.

4.2  DEFERRAL PERIOD.  The Participant irrevocably shall select
the deferral period for each separate deferral.  The deferral
period may be for a specified number of years (not to be less
than three) or until a specified date.  However, notwithstanding
the deferral period specified, payments shall begin following the
earliest to occur of




















                        7



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(a)  Death,

(b)  Total and permanent disability,

(c)  Retirement,

(d)  Termination of employment with the Company, or

(e)  A Change of Control.

4.3  MANNER OF PAYMENT ELECTION.  At the same time as the
election made pursuant to Section 4.1, the Participant also shall
elect the manner in which the deferred amount will be paid.
Subject to Section 6.3 hereof, this manner of payment election
shall be irrevocable.  The Participant may choose to have payment
made either in a lump sum or in a specified number of annual
installments, not to exceed ten.



           SECTION 5.  DEFERRED COMPENSATION ACCOUNTS

5.1  PARTICIPANT ACCOUNTS.  The Company shall establish and
maintain an individual bookkeeping account for each separate
deferral made by a Participant.  This account shall be credited
as of the date the amount deferred otherwise would have become
due and payable; provided, however, that no deferral of an
incentive bonus for the Year ended February 1, 1992 shall be
credited to any Participant's account, or converted to Growth
Units pursuant to Section 5.2(a) hereof, prior to the date on
which the Plan shall have been approved by the affirmative vote
of the majority of the Company's shareholders present or
represented and entitled to vote at a duly held shareholders
meeting.












                              8





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5.2  VALUE OF DEFERRED COMPENSATION ACCOUNTS

(a)  Growth Units and Growth Additions.  All amounts deferred
     under Section 4.1 hereof or credited to a separate Deferred
     Compensation Account Balance pursuant to Section 9.1 hereof
     shall be converted to Growth Units.  The number of Growth
     Units to which a deferred amount will be converted shall be
     determined by dividing the deferred amount by the common
     stock's Book Value on the last day of the preceding year.
     The Participant's Deferred Compensation Account Balance
     shall be increased or decreased on the first day of each
     succeeding Year by a Growth Addition equal to the increase
     or decrease, respectively, in the Company's Book Value
     during the immediately preceding Year multiplied by the
     number of Growth Units credited to the Participant's
     account.

(b)  INTEREST RATE FLOOR.  Notwithstanding Section 5.2(a) hereof,
     except as provided in Section 5.4 hereof a Participant's
     Deferred Compensation Account Balance at any time shall not
     be less than the sum of (1) the amount the Participant has
     elected to defer pursuant to Section 4.1 or have credited to
     his account pursuant to Section 9.1, net of charges against
     the account pursuant to Section 5.6 hereof, and (2) interest
     on such net account balance calculated from the date of
     deferral at a per annum rate, compounded annually, equal to
     the Average T-Bond Rate for the Deferral Years, reduced by
     the amount of Dividend Equivalent Awards received by the




















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     Participant pursuant to Section 5.3.

(c)  CHANGE OF CONTROL.  In the event of a Change of Control,
     each Deferred Compensation Account Balance shall be equal to
     the higher of (i) the amount determined under Section 5.2(b)
     or (ii) the amount that would be determined under Section
     5.2(a) valuing Growth Units based upon Enhanced Book Value
     rather than Book Value.  Enhanced Book Value shall mean Book
     Value multiplied by a fraction, the numerator of which is
     the average consideration per share of common stock of the
     Company received by shareholders pursuant to stock sales or
     other transactions which resulted in the Change of Control
     and the denominator of which is the average Fair Market
     Value of such stock over the 30-day period immediately
     preceding the announcement of the transactions which
     resulted in the Change of Control.

(d)  TRANSITION RULE FOR INTEREST ADDITION ELECTIONS.  For Years
     beginning before February 3, 1991, a Participant making a
     deferral election could choose to have an Interest Addition
     credited to his Deferred Compensation Account Balance on the
     first day of each succeeding Year in lieu of a Growth
     Addition.  If a Participant selected Interest Additions
     rather than Growth Additions, the value of his Deferred
     Compensation Account Balance as of February 3, 1991 shall be
     based upon the crediting thereto of Interest Additions
     rather than amounts determined in accordance with Sections
     5(a) and 5(b) hereof.  For all Years of deferral beginning






















                             10





<PAGE>



     on or after February 3, 1991, such Participant's Deferred
     Compensation Account Balance shall be determined by
     adjusting the February 3, 1991 Deferred Compensation Account
     Balance in accordance with the provisions of Section 5(a),
     5(b), and 5(c) hereof, and no further Interest Additions
     shall be credited to the Participant's account.

5.3  DIVIDEND EQUIVALENT AWARD.  A Dividend Equivalent Award
shall be paid in cash at the same time as the dividend on the
Company's common stock is paid to the shareholders, based on the
number of Growth Units credited to a Participant's account.

5.4  FORFEITURE OF GROWTH ADDITIONS.  If a Participant's
employment is terminated for Cause, (a) all of the Growth
Additions and Interest Additions added to a Participant's
Deferred Compensation Account Balance immediately shall be
forfeited and (b) his Deferred Compensation Account Balance shall
be equal to the lesser of (i) the amount of the incentive award
originally deferred pursuant to Section 4.1 and the value of the
Stock Appreciation Rights credited to a separate Deferred
Compensation Account Balance pursuant to Section 9.1 or (ii) the
amount determined by multiplying the number of Growth Units
credited to his account by the Book Value of a share of the
Company's common stock on the last day of the Year immediately
preceding the Participant's termination for Cause, reduced by
charges against the Deferred Compensation Account Balance
pursuant Section 5.6.






















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5.5  RETIREMENT BENEFIT PLAN EQUIVALENT.  In the event a
Participant's retirement plan benefits payable from the Company's
pension plan are decreased in any way due to a deferral pursuant
to Section 4.1 of this Plan, an adjustment shall be made.  On the
day retirement plan benefit payments commence, an amount equal to
the actuarial equivalent (in simple terms, the present value
taking into account mortality considerations) of the reduction in
Retirement benefits caused by the election to defer shall be
placed in a separate account.

     The amount of this lump sum actuarial equivalent shall be
determined for the Committee by the actuary for the Retirement
plan.  This determination shall be based on interest, mortality,
and other appropriate assumptions used to value the Retirement
plan as of the last actuarial valuation immediately preceding
such determination.

     Amounts placed in the separate account will accumulate
pursuant to the provisions in Sections 5.2 and 5.3.

     Amounts placed in the separate account will be paid pursuant
to the provisions in Section 6.2.

5.6  CHARGES AGAINST ACCOUNTS.  There shall be charged against
each Participant's Deferred Compensation Account Balance any
payments made to the Participant or to his beneficiary in
accordance with Section 6 hereof.

             SECTION 6.  PAYMENT OF DEFERRED AMOUNTS

6.1  PAYMENT OF DEFERRED AMOUNTS.  Payment of a Deferred
Compensation Account Balance shall be made in the manner selected
by the Participant under Section 4.3 of this Plan.  If a














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Participant elects payment in a lump sum, payment of the Deferred
Compensation Account Balance shall be made in cash within ninety
(90) calendar days after the commencement date referred to in
Section 4.2 hereof.  If a Participant elects installments, each
installment shall be paid in cash within ninety (90) days
following the beginning of the Year during which the payment is
due.  The amount of each payment shall be equal to a
Participant's Deferred Compensation Account Balance multiplied by
a fraction, the numerator of which is one and the denominator of
which is the number of installment payments remaining.

6.2  PAYMENT OF RETIREMENT BENEFIT PLAN EQUIVALENT.  Payment of a
Participant's retirement benefit plan equivalent, plus any
accumulated Growth Additions, shall be made over ten
approximately equal annual installments, and shall begin within
ninety (90) calendar days following the date said amount
initially is credited to the Participant's account.

6.3  ACCELERATION OF PAYMENTS.  Notwithstanding the election made
pursuant to Section 4.3, if payment commences as a result of (a)
termination of employment with the Company other than from
Retirement or (b) a Change of Control, such payment shall be made
in a lump sum.  If a Participant dies prior to the payment of all
or a portion of his Deferred Compensation Account Balance, the
balance of any amount payable shall be paid in a lump sum to the
beneficiaries designated under Section 12 hereof.  In addition,
if a Participant's account balance is less than $5,000 at the
time for payment specified, such balance shall be paid in a lump
sum.  Lump sum payments shall be paid in cash within ninety (90)
days of when due hereunder.

















                              13




<PAGE>




6.4  FINANCIAL EMERGENCY.  The Board, at it sole discretion, may
alter the timing or manner of payment of deferred amounts in the
event that the Participant establishes, to the satisfaction of
the Board, severe financial hardship.  In such event, the Board
may:

(a)  provide that all, or a portion of, the amount previously
     deferred by the Participant immediately shall be paid in a
     lump sum cash payment,

(b)  provide that all, or a portion of, the installments payable
     over a period of time immediately shall be paid in a lump
     sum, or

(c)  provide for such other installment payment schedules as it
     deems appropriate under the circumstances,

as long as the amount distributed shall not be in excess of that
amount which is necessary for the Participant to meet the
financial hardship.

     Severe financial hardship will be deemed to have occurred in
the event of Participant's impending bankruptcy, a dependent's
long and serious illness, or other events of a similar magnitude.
The Board's decision in passing on the severe financial hardship
of the Participant and the manner in which, if at all, the
payment of deferred amounts shall be altered or modified shall be
final, conclusive, and not subject to appeal.



              SECTION 7.  STOCK APPRECIATION RIGHTS

7.1  COMPANY PERFORMANCE AWARDS.  Prior to the beginning of each
Year, the Committee shall establish performance objectives for
the Company.  The performance objectives shall be based on income












                              14



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from continuing operations.  Schedules and/or matrices shall be
developed which relate the earn out of Stock Appreciation Rights
in relation to the objectives set.  As soon as practicable
following the end of the Year, the Committee shall determine the
number of Stock Appreciation Rights earned by each Participant
based on the degree of attainment of the performance objectives
for the year.

7.2  EMPLOYEE PERFORMANCE AWARDS.  Stock Appreciation Rights may
be awarded to Participants at any time and from time to time as
shall be determined by the Committee.  Participants so selected
shall be individuals who are felt to be in a position to
contribute materially to the Company's continued growth and
development and to its future financial success.  The Committee
shall have complete discretion in determining the number of
Rights granted to each Participant.

7.3  INITIAL VALUE OF AWARDS. The Company shall credit the number
and initial value of Stock Appreciation Rights to a bookkeeping
account established for each Participant.  The initial value for
the Rights shall be determined by the Committee in its sole
discretion.

7.4  COMMUNICATION OF AWARDS.  Written notice of a Participant's
award shall be given to the Participant as soon as practicable
after approval of the award by the Committee.

        SECTION 8.  MATURITY OF STOCK APPRECIATION RIGHTS

8.1  MATURITY.  Except as provided otherwise in Section 19 hereof
as a result of a Change of Control, Stock Appreciation Rights
shall vest and, subject to the election set forth in Section 9.1















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hereof, become payable after five calendar years of continuous
employment following the effective date of grant, or upon a
Participant's death, total and permanent disability, or
Retirement.

8.2  FORFEITABILITY.  Upon termination of a Participant's
employment for any reason other than death, total and permanent
disability, or Retirement, a Participant shall forfeit all Stock
Appreciation Rights that have not yet vested pursuant to Section

8.1 hereof unless (a) the Committee determines otherwise or (b)
the termination of the Participant's employment follows a Change
of Control.  Notwithstanding anything herein to the contrary, a
Participant's Stock Appreciation Rights shall be forfeited if his
employment with the Company is terminated for Cause.

8.3  VALUE OF PARTICIPANT'S ACCOUNT.

(a)  GENERAL RULE.  The dollar value of a Participant's Stock
     Appreciation Rights account shall be determined as of the
     vesting date.  This value shall be equal to the amount, if
     any, by which the lower of (i) the average Fair Market Value
     for the six-month period immediately preceding the maturity
     date of the Stock Appreciation Rights (the "6-Month Average
     Fair Market Value") or (ii) the Fair Market Value as of
     November 6, 1991 ($22.375) exceeds the initial value
     established by the Committee for the Rights multiplied by
     the number of Rights credited to the Participant's account.
     The 6-Month Average Fair Market Value shall be calculated by
     summing the Fair Market Values for each business day in the
     six-month period and dividing such sum by the total number
     of business days in the six-month period.  If the















                              16




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     initial value established by the Committee for any Stock
     Appreciation Rights exceeds the Fair Market Value as of
     November 6, 1991, such Stock Appreciation Rights shall be
     null and void and of no further effect.

(b)  EXCEPTION FOR CHANGE OF CONTROL.  In the event of a Change
     of Control, the value of a Participant's Stock Appreciation
     Rights account shall be determined as of the payment date
     pursuant to Section 9.1(b) hereof.  The value of this
     account shall be equal to the sum of (i) the amount, if any,
     by which the higher of (I) the average Fair Market Value of
     the Company's common stock for the six-month period
     immediately preceding the payment date of the Stock
     Appreciation Rights or (II) the average consideration per
     share of common stock of the Company received by
     Shareholders pursuant to stock sales or other transactions
     which resulted in the Change of Control, multiplied by the
     number of Stock Appreciation Rights, exceeds the initial
     value of the Stock Appreciation Rights at the time of grant
     (such excess hereinafter referred to as the "Frozen SAR
     Value") and (ii) interest on the Frozen SAR Value from the
     date of the Change of Control to the payment date calculated
     at a per annum rate equal to the Average T-Bond Rate for the
     Deferral Years; provided, however, that notwithstanding
     anything herein to the contrary, the Frozen SAR Value shall
     not exceed an amount equal to the Fair Market Value as of
     November 6, 1991 ($22.375), multiplied by the number of
     Stock Appreciation Rights, minus the initial value of the
     Stock Appreciation Rights at the time of the grant.


















                              17




<PAGE>




        SECTION 9.  PAYMENT OF STOCK APPRECIATION RIGHTS

9.1  MANNER OF PAYMENT ELECTION.

(a)  GENERAL RULE.  At any time prior to the first day of the
     last year of the five-year vesting period, the Participant
     irrevocably must elect the manner in which his Stock
     Appreciation Rights that vest at the end of such five-year
     period will be paid.  The Participant may choose to have
     payment made in a lump sum or to have the value of the Stock
     Appreciation Rights credited to a separate Deferred
     Compensation Account Balance.

(b)  EXCEPTION FOR CHANGE OF CONTROL.  In the event of a Change
     of Control, payment of a Participant's Stock Appreciation
     Rights account balance shall be deferred until ninety (90)
     days after the earlier to occur of (i) the Participant's
     completion of five calendar years of continuous employment
     with the Company following the effective date of the grant
     or (ii) the Participant's termination of employment.  Such
     payment shall be made in cash in a lump sum.

9.2  PAYMENT OF AMOUNTS.  Lump sum payments shall be paid in cash
within ninety (90) days of when due hereunder.

9.3  ACCELERATION OF PAYMENTS.  If a Participant dies prior to
the payment of all or a portion of his Stock Appreciation Rights
account balance, the balance of such account shall be payable in
a lump sum to the beneficiaries designated under Section 12
hereof.

















                              18




<PAGE>




         SECTION 10.  CONTINUING ADJUSTMENTS AND PAYMENTS

10.l CONTINUING ADJUSTMENTS AND PAYMENTS.  If a Participant
elects to have:

(a)  deferred amounts paid on an installment basis, or

(b)  the value of Stock Appreciation Rights credited to a
     separate Deferred Compensation Account Balance,

Dividend Equivalent Awards will continue to be accrued and paid
on the Growth Units.  Additionally, increases and decreases to
the common stock's Book Value (subject to Section 5.2(b) hereof)
will be reflected in the value of the Growth Units during the
payment or deferral period.


            SECTION 11.  CHANGES IN CAPITAL STRUCTURE

11.1 CHANGES IN CAPITAL STRUCTURE.  In the event of a stock
dividend on the common stock of the Company, a redemption or
repurchase by the Company of any of its common stock, any split-
up or combination of shares of the common stock of the Company,
or other change therein, an appropriate adjustment shall be made
in the aggregate number and initial value of Growth Units and
Stock Appreciation Rights credited to a Participant so as to give
effect, to the extent practicable, to such change in the capital
structure of the Company.  The formula for such adjustment shall
be determined by the Company's independent auditors.


              SECTION 12.  BENEFICIARY DESIGNATION

12.1 DESIGNATION OF BENEFICIARY.  A Participant shall designate
a beneficiary or beneficiaries who, upon the Participant's death,












                              19




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are to receive the amounts that otherwise would have been paid to
the Participant.  All designations shall be in writing and signed
by the Participant.  The designation shall be effective only if
and when delivered to the Company during the lifetime of the
Participant.  The Participant also may change his beneficiary or
beneficiaries by a signed, written instrument delivered to the
Company.  The payment of amounts shall be in accordance with the
last unrevoked written designation of beneficiary that has been
signed and delivered to the Secretary of the Company.

12.2 DEATH OF BENEFICIARY.  In the event that all of the
beneficiaries named in Section 12.1 predecease the Participant,
the amounts that otherwise would have been paid to the
Participant shall be paid to the Participant's estate, and in
such event, the term "beneficiary" shall include his estate.

12.3 INEFFECTIVE DESIGNATION.  In the event the Participant does
not designate a beneficiary, or if for any reason such
designation is ineffective, in whole or in part, the amounts that
otherwise would have been paid to the Participant shall be paid
to the Participant's estate, and in such event, the term
"beneficiary" shall include his estate.


               SECTION 13.  RIGHTS OF PARTICIPANTS

13.1 CONTRACTUAL OBLIGATION.  The Company intends that it is
under a contractual obligation to make payments from a
Participant's account when due.  Payment of account balances
shall be made out of the general funds of the Company as
determined by the Board.
















                              20




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13.2 UNSECURED INTEREST.  No Participant or beneficiary shall
have any interest whatsoever in any specific assets of the
Company.  To the extent that any person acquires a right to
receive payments under this Plan, such right shall be no greater
than the right of any unsecured general creditor of the Company.


                 SECTION 14.  NONTRANSFERABILITY

14.1 NONTRANSFERABILITY.  In no event shall the Company make any
payment under this Plan to any assignee or creditor of a
Participant or a beneficiary.  Prior to the time of a payment
hereunder, a participant or a beneficiary shall have no rights by
way of anticipation or otherwise to assign or otherwise dispose
of any interest under this Plan nor shall such rights be assigned
or transferred by operation of law.


        SECTION 15.  ADMINISTRATION AND CLAIMS PROCEDURE

15.1 ADMINISTRATION.  This Plan shall be administered by the
Compensation Committee of the Board.  The Committee may from time
to time establish rules for the administration of this Plan that
are not inconsistent with the provisions of this Plan.

15.2 ADJUDICATION OF CLAIMS.  The Committee shall make all
determinations as to the right of any person to receive benefits
under the Plan.  Subject to and in accordance with the specific
procedures contained in the applicable regulations under ERISA
then in effect:

(a)  Any denial by the Committee of a claim for benefits under
     the Plan shall be set forth in writing by the Committee and
     shall be delivered or mailed to the Participant;













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(b)  Such notice shall set forth the specific reasons for the
     denial, written to the best of the Committee's ability in a
     manner that may be understood without legal or actuarial
     counsel; and

(c)  The Participant shall have the right to request that the
     Committee review its denial within sixty (60) days of the
     denial.  Failure by the Participant to petition for review
     within sixty (60) days shall be deemed a waiver of any right
     to contest the denial.  Within sixty (60) days of the
     request for review, the Committee shall review the case and
     give  written notice to the Participant of the results of
     its review.  The 60-day period may, at the discretion of the
     Committee, be extended for up to an additional sixty (60)
     days, in which case the  Participant shall be notified of
     the extension.  The Committee's decision on review shall be
     final.

15.3 FINALITY OF DETERMINATION.  The determination of the
Committee as to any disputed questions arising under this Plan,
including questions of construction and interpretation, shall be
final, binding, and conclusive upon all persons.

15.4 EXPENSES.  The cost of payment from this Plan and the
expenses of administering the Plan shall be borne by the Company.


                SECTION 16.  AMENDMENT AND TERMINATION

16.1 AMENDMENT AND TERMINATION   The Company expects the Plan to
be permanent but, since future conditions affecting the Company
cannot be anticipated or foreseen, the Company necessarily must
and does hereby reserve the right to amend, modify, or terminate














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<PAGE>
the Plan on a prospective basis by action of its Board; provided,
however, that no such action by the Board shall adversely affect
or impair the rights to which any Participant is entitled
pursuant to Section 19 hereof, or pursuant to any other provision
of the Plan which in any way relates to a Change of Control.


                   SECTION 17.  APPLICABLE LAW

17.1 APPLICABLE LAW.  This Plan shall be governed and construed
in accordance with the laws of the State of Missouri.


                SECTION 18.  WITHHOLDING OF TAXES

18.1 TAX WITHHOLDING.  The Company shall have the right to
deduct from all payments made from the Plan any federal, state,
or local taxes required by law to be withheld with respect to
such payments.


                 SECTION 19.  CHANGE OF CONTROL

19.1 CHANGE OF CONTROL.  In the event of a Change of Control:

(a)  the Stock Appreciation Rights of all Participants shall
     become immediately vested as of the date of Change of
     Control, subject to forfeiture only in the event of
     termination for Cause;

(b)  the value of all Stock Appreciation Rights at the time of
     payment shall be determined in accordance with Section
     8.3(b) hereof;

(c)  the payment of all Stock Appreciation Rights shall be made
     in accordance with Section 9.1(b) hereof;
















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(d)  the value of all Deferred Compensation Account Balances
     shall be determined in accordance with Section 5.2(c)
     hereof; and

(e)  the payment of all Deferred Compensation Account Balances
     shall be made in a lump sum at the time of the Change of
     Control.







































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