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                                                                   EXHIBIT 10.12

                          BUTLER MANUFACTURING COMPANY

                           DIRECTOR DEFERRED FEE PLAN

                                    ARTICLE I

                                     PURPOSE

       The purpose of the Butler Manufacturing Company Director Deferred Fee
Plan (hereinafter referred to as the "Plan") is to allow Director's of Butler
Manufacturing Company, a Delaware corporation, and its subsidiaries to defer
receipt of compensation they earn as a Director. It is intended that the Plan
will provide incentives to become and remain a Director of the Company and
provide a mechanism to further align the interests of Directors with those of
the Company's stockholders.


                                   ARTICLE II

                                   DEFINITIONS

       For the purposes of this Plan, the following words and phrases shall have
the meanings indicated, unless the context clearly indicates otherwise:

       2.1 BENEFICIARY. "Beneficiary" means the person, persons or entity
designated by the Participant, or as otherwise provided in Article VIII, to
receive any benefits distributable under the Plan in the event of the
Participant's death. Any Participant Beneficiary designation shall be made in a
written instrument filed with the Committee pursuant to Article VIII and shall
become effective only when received in writing by the Company.

       2.2 BOARD. "Board" means the Board of Directors of Butler Manufacturing
Company, a Delaware corporation.

       2.3 CHANGE OF CONTROL. "Change of Control" means:

              (a)    An acquisition by any individual, entity or group (within
                     the meaning of Section 13(d)(3) or 14(d)(2) of the
                     Securities Exchange Act of 1934, as amended (the "Exchange
                     Act)) (a "Person") of beneficial ownership (within the
                     meaning of Rule 13d-3 promulgated under the Exchange Act)
                     of 15% or more of either (i) the then outstanding shares of
                     common stock of the Company (the "Outstanding Company
                     Common Stock") or (ii) the combined voting power of the
                     then outstanding voting securities of the Company entitled
                     to vote generally in the election of directors (the
                     "Outstanding Company Voting Securities"); excluding,
                     however, the following: (i) any acquisition directly from
                     the Company, other than an acquisition by virtue of the
                     exercise of a conversion privilege unless the security
                     being so converted was itself acquired directly from the
                     Company, (ii) any acquisition by the Company, (iii) any
                     acquisition by any employee benefit plan (or related trust)
                     sponsored or maintained by the Company or any corporation
                     controlled by the Company or (iv) any acquisition by any
                     corporation pursuant to a reorganization, merger,
                     consolidation or similar corporate transaction (in each
                     case, a "Corporate Transaction"), if, pursuant to such
                     Corporate Transaction the conditions described in clauses
                     (i), (ii) and (iii) of clause (c) of this paragraph 2.3 are
                     satisfied; or

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              (b)    A change in the composition of the Board such that the
                     individuals who, as of the date hereof, constitute the
                     Board (the Board as of the date hereof shall be hereinafter
                     referred to as the "Incumbent Board") cease for any reason
                     to constitute at least a majority of the Board; provided,
                     however, for purposes of this paragraph 2.3, that any
                     individual who becomes a member of the Board subsequent to
                     the date hereof whose election, or nomination for election
                     by the Company's shareholders, was approved by a vote of at
                     least a majority of those individuals who are members of
                     the Board and who were also members of the Incumbent Board
                     (or deemed to be so pursuant to this provision) shall be
                     considered as though such individual were a member of the
                     Incumbent Board; but, provided further, that any such
                     individual whose initial assumption of office occurs as a
                     result of either an actual or threatened election contest
                     (as such terms are used in Rule 14a-11 of Regulation 14A
                     promulgated under the Exchange Act) or other actual or
                     threatened solicitation of proxies or consents by or on
                     behalf of a Person other than the Board shall not be so
                     considered as a member of the Incumbent Board; or

              (c)    The approval by the shareholders of the Company of a
                     Corporate Transaction or, if consummation of such Corporate
                     Transaction is subject, at the time of such approval by
                     shareholders, to the consent of any government or
                     governmental agency, the obtaining of such consent (either
                     explicitly or implicitly by consummation); excluding,
                     however, such a Corporate Transaction pursuant to which (i)
                     all or substantially all of the individuals and entities
                     who are the beneficial owners, respectively, of the
                     Outstanding Company Common Stock and Outstanding Company
                     Voting Securities immediately prior to such Corporate
                     Transaction will beneficially own, directly or indirectly,
                     more than 60% of, respectively, the outstanding shares of
                     common stock of the corporation resulting from such
                     Corporate Transaction and the combined voting power of the
                     outstanding voting securities of such corporation entitled
                     to vote generally in the election of directors, in
                     substantially the same proportions as their ownership,
                     immediately prior to such Corporate Transaction, of the
                     Outstanding Company Common Stock and Outstanding Company
                     Voting Securities, as the case may be, (ii) no Person
                     (other than the Company, any employee benefit plan (or
                     related trust) of the Company or such corporation resulting
                     from such Corporate Transaction and any Person beneficially
                     owning, immediately prior to such corporate transaction,
                     directly or indirectly, 15% or more of the Outstanding
                     Company Common Stock or Outstanding Voting Securities, as
                     the case may be) will beneficially own, directly or
                     indirectly, 15% or more of, respectively, the outstanding
                     shares of common stock of the corporation resulting from
                     such Corporate Transaction or the combined voting power of
                     the then outstanding voting securities of such corporation
                     entitled to vote generally in the election of directors and
                     (iii) individuals who were members of the Incumbent Board
                     will constitute at least a majority of the members of the
                     board of directors of the corporation resulting from such
                     Corporate Transaction; or

              (d)    The approval by the shareholders of the Company of a
                     complete liquidation or dissolution of the Company or the
                     sale or other disposition of all or substantially all of
                     the assets of the Company or, if consummation of such
                     liquidation or dissolution or sale or other disposition is
                     subject, at the time of such approval by shareholders, to
                     the consent of any government or governmental agency, the
                     obtaining of such consent (either explicitly or implicitly
                     by consummation); excluding, however, such a sale or other
                     disposition to a corporation, with respect to which
                     following such sale or other disposition, (i) more than 60%
                     of, respectively, the then outstanding shares of common
                     stock of such corporation and the combined voting power of
                     the then outstanding voting securities of such corporation
                     entitled to vote generally in the election of directors
                     will then be beneficially owned, directly or indirectly, by
                     all or substantially all of the individuals and entities
                     who were the beneficial owners, respectively, of the
                     Outstanding Company Common Stock and Outstanding Company
                     Voting Securities

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                     immediately prior to such sale or other disposition in
                     substantially the same proportion as their ownership,
                     immediately prior to such sale or other disposition, of the
                     Outstanding Company Common Stock and Outstanding Company
                     Voting Securities, as the case may be, (ii) no Person
                     (other than the Company and any employee benefit plan (or
                     related trust) of the Company or such corporation and any
                     Person beneficially owning, immediately prior to such sale
                     or other disposition, directly or indirectly, 15% or more
                     of the Outstanding Company Common Stock or Outstanding
                     Company Voting Securities, as the case may be) will
                     beneficially own, directly or indirectly, 15% or more of,
                     respectively, the then outstanding shares of common stock
                     of such corporation and the combined voting power of the
                     then outstanding voting securities of such corporation
                     entitled to vote generally in the election of directors and
                     (iii) individuals who were members of the Incumbent Board
                     will constitute at least a majority of the members of the
                     board of directors of such corporation.

       2.4 COMMITTEE. "Committee" means the Board Organization Committee of the
Board of Directors.

       2.5 COMPANY. "Company" means Butler Manufacturing Company, a Delaware
corporation and its subsidiaries.

       2.6 COMPENSATION. "Compensation" means any remuneration to which such
Director would otherwise be entitled to as annual retainers or as meeting fees,
whether for service on the Board of the Company or on a Committee of the Board.

       2.7 DEFERRAL BENEFIT. "Deferral Benefit" means the benefit payable to a
Participant or Participant's Beneficiary upon the Participant's death or
termination of Board service, provided in Article VII hereof.

       2.8 DEFERRED BENEFIT ACCOUNT. "Deferred Benefit Account" means the
accounts maintained on the books of account of the Company for each Participant
pursuant to Article VI. Separate Deferred Benefit Accounts shall be maintained
for each Participant. More than one Deferred Benefit Account may be maintained
for each Participant as necessary to reflect separate deferral elections. A
Participant's Deferred Benefit Account shall be utilized solely as a device for
the measurement and determination of the amounts to be distributed to the
Participant pursuant to this Plan. A Participant's Deferred Benefit Account
shall not constitute or be treated as a trust fund of any kind or require the
segregation of any assets of the Company.

       2.9 DETERMINATION DATE. "Determination Date" means the date on which the
amount of a Participant's Deferred Benefit Account is determined as provided in
Article VI hereof. Each business day shall be a Determination Date.

       2.10 DISABILITY. "Disability" means a physical or mental condition of a
Participant resulting in an inability of a Participant to continue services as a
Director of the Company.

       2.11 DIRECTOR. "Director" means a current member of the Board of
Directors of the Company.

       2.12 PARTICIPANT. "Participant" means each Director who is not an
employee of Butler Manufacturing Company and who elects to participate by filing
a Participation Agreement as provided in Article IV.

       2.13 PARTICIPATION AGREEMENT. "Participation Agreement" means the
agreement filed by a Participant prior to the beginning of the first period for
which any of the Participant's Compensation is to be deferred pursuant to the
Plan. A form of such Participation Agreement is attached to this document.

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       2.14 PLAN YEAR. "Plan Year" means a twelve month period commencing on
January 1 and ending the following December 31. The first Plan Year shall
commence on July 1, 2000, and end on December 31, 2000.

       2.15 SPOUSE. "Spouse" means a Participant's wife or husband who was
lawfully married to the Participant at the time of the Participant's death or a
determination of Participant's incompetency.

       2.16 TERMINATION. "Termination" means a Participant's resignation as a
Director, removal from office or Disability.

       2.17 UNIT. A "Unit" means the equivalent to the value of a single share
of Butler Manufacturing Company Common Stock.


                                   ARTICLE III

                                 ADMINISTRATION

       3.1 COMMITTEE; DUTIES. This Plan shall be administered by the Committee.
Members of the Committee may be Participants under this Plan. The Committee
shall have the authority to make, amend, interpret and enforce all appropriate
rules and regulations for the administration of this Plan and decide or resolve
any and all questions, including interpretation of the Plan, as may arise in
connection with the Plan.

       3.2 BINDING EFFECT OF DECISIONS. The decision or action of the Committee
with respect to any question arising out of or in connection with the
administration, interpretation and application of the Plan and the rules and
regulations promulgated under the Plan shall be final, conclusive and binding
upon all persons having any interest in the Plan, unless a written appeal is
received by the Company within sixty days of the disputed decision or action.
The appeal will be reviewed by the Committee and the decision of the Committee
shall be final, conclusive and binding on the Participant and all persons
claiming by, through or under the Participant, including but not limited to any
Beneficiary of the Participant.


                                   ARTICLE IV

                                  PARTICIPATION

       4.1 PARTICIPATION. Participation in the Plan shall be limited to each
Director who is not an employee of the Company and who elects to participate in
the Plan by filing a Participation Agreement with the Committee. A Participation
Agreement must be filed prior to December 20 immediately preceding the Plan Year
in which the Participant's participation in the Plan will commence. The election
to participate shall be effective on the first day of the Plan Year following
receipt by the Committee of a properly completed and executed Participation
Agreement.

       However, with respect to the first Plan Year of the Plan or with respect
to a Director who during a Plan Year becomes eligible to participate herein, an
initial Participation Agreement may be filed within 30 days of the Committee's
notification to Participant of eligibility to participate. Such election to
participate shall be effective on the first day of the month following the
Committee's receipt thereof.

       4.2 MAXIMUM DEFERRAL AND LENGTH OF PARTICIPATION. A Participant may elect
in any Participation Agreement to defer any portion or all of Participant's
Compensation. The deferral percentage elected in each Participation Agreement
shall be applied to the Participant's Compensation payable during the Plan Year
to which the Participation Agreement applies. Deferrals shall commence with the
Plan Year immediately following the year in which the respective Participation
Agreement is filed with the

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Committee; however, an initial Participation Agreement which is effective other
than on January 1 of a Plan Year shall apply to the remainder of that Plan Year.

       A Participant's election to defer Compensation shall be irrevocable upon
the filing of the Participation Agreement; however, the deferral of Compensation
under any Participation Agreement may be suspended or amended as provided in
paragraphs 4.3 and 9.1 or as provided below.

       A Participant may amend a currently effective deferral election with
respect to deferrals in subsequent Plan Years covered by a Participation
Agreement by filing a new Participation Agreement with the Committee in the
manner provided in paragraph 4.3. If a new Participation Agreement is not filed
to change the amount to be deferred, it will be assumed that the deferral
election from the prior Plan Year will continue during the subsequent Plan Year.

       The form of Benefit Payment and the date benefits are to commence may not
be amended.

       4.3 ADDITIONAL PARTICIPATION AGREEMENT. A Participant may enter into a
new Participation Agreement by filing a Participation Agreement with the
Committee prior to December 20 of any calendar year, stating the amount that the
Participant elects to have deferred. The new Participation Agreement shall be
effective as to Compensation paid in Plan Years beginning after the last day of
the Plan Year in which the respective agreement is filed with the Committee. A
new Participation Agreement is subject to all of the provisions and requirements
set forth in paragraph 4.2.


                                    ARTICLE V

                              DEFERRED COMPENSATION

       5.1 DEFERRED COMPENSATION. The amount of Compensation that a Participant
elects to defer in a Participation Agreement executed by the Participant with
respect to each Plan Year of participation in the Plan shall be converted into
Units and credited by the Company to the Participant's Deferred Benefit Account
throughout the year as the Participant is paid, or would be paid, any
nondeferred portion of Compensation for such Plan Year.

       The price per share of Company common stock to be used for converting the
Participant's deferral into Units shall be the closing price per share of the
Company's Common Stock as listed on the New York Stock Exchange on the date
compensation would have been paid had there been no deferral. If no shares have
been traded on such date, then the next preceding date on which such shares have
been traded shall be used.

       5.2 VESTING OF DEFERRED BENEFIT ACCOUNT. A Participant shall be 100%
vested in the Participant's Deferred Benefit Account at all times.


                                   ARTICLE VI

                            DEFERRED BENEFIT ACCOUNT

       6.1 DETERMINATION OF ACCOUNT. The Participant's Deferred Benefit Account
as of each Determination Date shall consist of the balance of the Participant's
Deferred Benefit Account as of the immediately preceding Determination Date,
plus the Participant's deferred compensation withheld and converted into Units
since the immediately preceding Determination Date pursuant to paragraph 5.1.
The Deferred Benefit Account of each Participant shall be reduced by the amount
of all Benefit Payments, if any, made with respect to such Deferred Benefit
Account since the preceding Determination Date.

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       6.2 CREDITING OF ACCOUNT. As of each Determination Date, the
Participant's Deferred Benefit Account shall be credited with additional Units
equal in value to the dividends the Participant would have received had the
Participant been the owner of shares of the Company's Common Stock equal to the
number of Units in Participant's Account. Any Common Stock Dividends declared
and paid throughout the Plan Year will be converted into Units as of the date
the dividends are paid and credited to Participants Deferred Benefit Account.
Units shall be credited based on the balance of the Deferred Benefit Account on
the Determination Date but after the Deferred Benefit Account has been adjusted
for any contributions or distributions to be credited or deducted for each such
day.

       6.3 OTHER ADJUSTMENTS. In the event of a reorganization of the Company,
equitable adjustments shall be made by the Committee in the Plan and in Units
credited or to be credited to Deferred Benefit Accounts. Without limiting the
foregoing, the Committee may authorize credits of additional Units or other
consideration to Deferred Benefit Accounts with respect to previously credited
Units, or it may otherwise adjust the terms of Units so that they will be
payable in consideration different than shares of Butler Common Stock or
otherwise adjusted with respect to: (a) the number and class of shares or other
securities that may be issued or transferred pursuant to the liquidation of
Units in connection with a distribution and (b) the number and class of shares
or other securities which have not been issued or transferred under credited
Units. For this purpose, a "reorganization" shall be deemed to have occurred in
the event:

              (i) any capitalization, reclassification, split-up or
consolidation of shares of Common Stock shall be effected;

              (ii) the outstanding shares of Common Stock are, in connection
with a merger or consolidation of the Company or the acquisition by another
corporation of Common Stock or of all or part of the assets of the Company,
exchanged for a different number or class of shares of stock or other securities
of the Company or for shares of the stock or other securities of another
corporation;

              (iii) new, different or additional shares or other securities of
the Company or of another corporation are received by the holders of Common
Stock; or

              (iv) any distribution other than an ordinary cash dividend is made
to the holders of Common Stock.

              In the event of any other change in the capital structure or in
the capital stock of the Company, the Committee shall be authorized to make such
other adjustments as it deems appropriate to cause the Deferred Participation
Accounts to reflect the change.

       6.4 STATEMENT OF ACCOUNTS. The Company shall submit to each Participant,
within 60 days of the end of each quarter, a statement in such form as the
Company deems appropriate, setting forth the balance of each Participant's
Deferred Benefit Account as of the last day of the preceding quarter.


                                   ARTICLE VII

                                    BENEFITS

       7.1 BENEFIT FOR TERMINATION. Subject to paragraph 7.4 below, upon a
Participant's termination of Board service for any reason, other than death or
disability, the Participant shall be entitled to a Deferral Benefit equal to the
amount of Participant's Deferred Benefit Account determined under paragraphs 6.1
and 6.2 hereof as of the Determination Date coincidental with or immediately
following such event.

       7.2 DEATH. Upon the death of a Participant, Participant's Beneficiary or
Beneficiaries shall be entitled to receive a Deferral Benefit equal to the
remaining balance in Participant's Deferred Benefit

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Account. The Deferral Benefit shall be distributed as provided for in paragraph
7.4. The Deferral Benefit provided for in this paragraph 7.2 shall be in lieu of
all other benefits under this Plan in the event of a Participant's death.

       7.3 DISABILITY. In the event of Disability, as defined in paragraph 2.10,
the disabled Participant shall be entitled to receive a Deferral Benefit equal
to the amount of Participant's Deferred Benefit Account determined under
paragraphs 6.1 and 6.2 as of the Determination Date next following such
Disability. The Deferral Benefit shall be distributed as provided for in
paragraph 7.4.

       7.4    FORM OF BENEFIT.

       (a)    Upon the happening of an event described in paragraphs 7.1, 7.2 or
              7.3 above, the Company shall distribute to the Participant or
              Participant's Beneficiary the Deferral Benefit specified in such
              paragraphs in one of the following forms (the "Benefit Payment" or
              "Benefit Payments") as elected in the Participation Agreement
              filed by the Participant:

              (1)   A lump sum distribution, or

              (2)   Annual distributions over a period of 2 to 10 years. The
                    annual distributions shall be calculated by multiplying the
                    Units as of the last business day of December preceding the
                    annual distribution by a fraction, the numerator of which is
                    one, and the denominator of which is the remaining number of
                    annual distributions due the Participant. By way of example,
                    if the Participant elects a ten-year annual distribution
                    method, the first distribution shall be 1/10 of the Account
                    Balance, calculated as described in this paragraph.

                    The following year, the distribution shall be 1/9 of the
                    Account Balance. Any Common Stock dividends declared and
                    paid following a Participant's termination from the Board
                    and prior to the last business day of December shall be
                    converted into Units and added to the Participant's account
                    as of the date the dividends are paid.

       (b)    In the absence of a Participant's election under subparagraph
              7.4(a), benefits shall be distributed in the form specified in
              subparagraph 7.4(a)(1).

       (c)    All Benefit distributions made under this paragraph 7.4 shall be
              made in Common Stock of the Company plus cash for any fractional
              Unit.

       7.5 WITHHOLDING; PAYROLL TAXES. To the extent required by the law in
effect at the time distributions are made, the Company shall withhold from
distributions made hereunder any taxes required to be withheld from a
Participant's compensation for the federal or any state or local government.

       7.6 COMMENCEMENT OF DISTRIBUTIONS. Distributions in the form of a lump
sum as specified in subparagraph 7.4(a) (1), shall be made within 30 days
following receipt of notice by the Committee of an event that entitles a
Participant (or a Beneficiary) to distribution under the Plan. Annual
distributions as specified in subparagraph 7.4(a) (2) shall begin within 30 days
of the first day of the calendar year following termination. Subsequent annual
distributions shall be made within 30 days of the first day of each calendar
year as elected by the Participant until the Account Balance is distributed in
full.

       7.7 CHANGE OF CONTROL. Anything in this Plan to the contrary
notwithstanding, upon a Change of Control, the Participant shall be entitled to
receive a Deferral Benefit equal to the amount of Participant's Deferred Benefit
Account determined under paragraphs 6.1 and 6.2 as of the Determination Date
coincidental with or next following such Change of Control. The Deferral Benefit
shall be distributed as provided in paragraph 7.4. However, if annual
distributions are elected, such distributions shall not exceed 5 years.

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                                  ARTICLE VIII

                             BENEFICIARY DESIGNATION

       8.1 BENEFICIARY DESIGNATION. Each Participant shall have the right, at
any time, to designate in writing on a form prescribed by the Committee any
person or persons as Beneficiary or Beneficiaries (both principal as well as
contingent) to whom distribution under this Plan shall be made in the event of
Participant's death prior to complete distribution of the benefits due to the
Participant under the Plan.

       8.2 AMENDMENTS. Any Beneficiary Designation may be changed by a
Participant by filing such change with the Committee in writing on a form
prescribed by the Committee. The filing of a new Beneficiary Designation form
will cancel all Beneficiary Designations previously filed.

       8.3 NO BENEFICIARY DESIGNATION. If a Participant fails to designate a
Beneficiary as provided above, or if all designated Beneficiaries predecease the
Participant, then the Participant's designated Beneficiary shall be deemed to be
the person or persons surviving Participant in the first of the following
classes in which there is a survivor, share and share alike:

       (a)    The Participant's surviving Spouse;

       (b)    The Participant's living children in equal shares, except that if
              any of the children predecease the Participant but leave issue
              surviving, then such issue shall take by right of representation
              the share their parent would have taken if living;

       (c)    The personal representative (executor or administrator) of
              Participant's estate.

       8.4 EFFECT OF DISTRIBUTION. The distribution to the deemed Beneficiary of
the entire amount owed shall completely discharge the Company's obligations
under this Plan.


                                   ARTICLE IX

                        AMENDMENT AND TERMINATION OF PLAN

       9.1 AMENDMENT. The Company may amend the Plan at any time in whole or in
part; however, no amendment shall decrease or restrict any Deferred Benefit
Account except as otherwise provided in the Plan. In the event the Plan is
amended, the Participation Agreement shall be subject to the provisions of such
amendment as if such amendment were set forth in full therein, without further
action or amendment to the Participation Agreement. The Company and each
Participant and Beneficiary shall be bound by, and have the benefit of, each and
every provision of the Plan, as amended from time to time.

       9.2 COMPANY'S RIGHT TO TERMINATE. The Board may terminate the Plan at any
time with respect to new elections to defer if, in its reasonable business
judgment, the continuance of the Plan, the tax, accounting, or other effects
thereof, or potential distributions thereunder would not be in the best
interests of the Company. The Board may also terminate the Plan in its entirety
at any time, and upon any such termination, all Participants under the Plan
shall receive a distribution of the balance in their Deferred Benefit Accounts
in a lump sum, or over such period of time (not longer than the periods elected
by the Participants in their respective Participant Agreements) as may be
determined by the Committee, taking into account relevant income tax
considerations.


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                                    ARTICLE X

                                  MISCELLANEOUS

       10.1 UNSECURED GENERAL CREDITOR STATUS. Participants and their
Beneficiaries shall have no legal or equitable rights, interest or claims in any
property or assets of the Company, nor shall they be Beneficiaries of, or have
any rights, claims or interests in any life insurance policies, annuity
contracts or the proceeds therefrom owned or which may be acquired by the
Company ("Policies"). Such Policies or other assets of the Company shall not be
held under any trust for the benefit of Participants or their Beneficiaries or
held in any way as collateral security for the satisfaction or discharge of the
obligations of the Company under the Plan; however, such Policies and assets may
be held in a trust if such Policies and assets remain subject to the claims of
the Company's general creditors in the event of the Company's bankruptcy or
insolvency. Any and all of the Company's assets and such Policies shall be, and
remain, the general, unpledged and unrestricted assets of the Company. The
Company's obligation under the Plan is and shall be merely an unfunded and
unsecured promise of the Company to distribute benefits in the future.

       10.2 NONASSIGNABILITY. Neither a Participant nor a Beneficiary nor any
other person shall have any right to commute, sell, assign, transfer, pledge,
anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey in
advance of actual receipt the benefits, if any, distributable under the Plan, or
any part thereof, which are, and all rights to which are, expressly declared to
be nonassignable and non-transferable. No part of the benefits distributable
shall, prior to actual distribution, be subject to seizure or sequestration for
the payment of any debts, judgments, alimony or separate maintenance owed by a
Participant or any other person, nor be transferable by operation of law in the
event of a Participant's or any other person's bankruptcy or insolvency.

       10.3 NOT A CONTRACT OF EMPLOYMENT. The terms and conditions of this Plan
shall not be deemed to constitute a contract of employment between the Company
and the Participant, and the Participant (or Participant's Beneficiary) shall
have no rights against the Company except as may otherwise be specifically
provided herein. Moreover, nothing in this Plan shall be deemed to give a
Participant the right (i) to be retained in the employ or other service of the
Company for any specific length of time, (ii) to interfere with the right of the
Company to discipline or discharge the Participant at any time, (iii) to hold
any particular position or responsibility with the Company, or (iv) to receive
any particular Compensation from the Company.

       10.4 PROTECTIVE PROVISIONS. Each Participant shall cooperate with the
Company by furnishing any and all information requested by the Company in order
to facilitate the distribution of benefits under the Plan, and by taking such
other actions as reasonably may be requested by the Company.

       10.5 INCOMPETENT. If the Committee reasonably determines that any
Participant or Beneficiary to whom a benefit is distributable under this Plan is
unable to care for his or her affairs because of illness or accident, then any
distribution due such Participant or Beneficiary (unless prior claim therefor
shall have been made by a duly authorized guardian or other legal
representative) may be made, upon appropriate indemnification of the Company, to
the person deemed by the Committee to have current responsibility for the
handling of the affairs of such Participant or Beneficiary. Any such
distribution shall be for the account of the Participant or Beneficiary and
shall be a complete discharge of any liability of the Company therefor.

       10.6 GOVERNING LAW. The provisions of this Plan shall be governed by and
construed according to the laws of the State of Missouri.

       10.7 SUCCESSORS. The provisions of this Plan shall bind and inure to the
benefit of the Company and its successors and assigns.

       10.8 EFFECTIVE DATE. This Plan shall become effective as of July 1, 2000.


May, 2000

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       ADOPTED pursuant to resolution of the Board of Directors this 20th day of
June, 2000.



                                  BUTLER MANUFACTURING COMPANY


                                  By  /S/ John J. Holland
                                      -----------------------------------
                                                 President


                                  By  /S/ John W. Huey
                                      -----------------------------------
                                                 Secretary


May, 2000

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