<PAGE>   1


                                                                   EXHIBIT 10.10






                         BUTLER MANUFACTURING COMPANY
                        RESTRICTED STOCK BONUS PROGRAM
                                   OF 1996


                               Effective as of

                              December 17, 1996
















                THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS
                COVERING SECURITIES THAT HAVE BEEN REGISTERED
                       UNDER THE SECURITIES ACT OF 1933

               This Program Document is Dated December 17, 1996








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                         BUTLER MANUFACTURING COMPANY
                        RESTRICTED STOCK BONUS PROGRAM
                                   OF 1996
                 Pursuant to the Stock Incentive Plan of 1996

1. GENERAL.  The Butler Manufacturing Company Restricted Stock Bonus Program of
1996 ("Program") is hereby adopted.  The Program is being implemented per the
Stock Awards Feature of the Butler Manufacturing Company Stock Incentive Plan
of 1996 (the "Plan") by the Compensation and Benefits Committee of the Board of
Directors of Butler Manufacturing Company (the "Committee").  Its purpose is to
encourage eligible Senior Executives of the Company to acquire and retain
equity ownership in the Company.

   For definitions of capitalized terms see Section 16.

2. ELIGIBILITY.  Only a Senior Executive of the Company,  who is a salaried
employee and who is deemed by the Committee to be a person who will contribute
significantly to the growth and successful operations of the Company will be
eligible to participate in the Program.  Each person that the Committee
designates for Participation shall be deemed to be a Senior Executive for
purposes of this Program.

3. DESIGNATION OF PARTICIPATION.  From time to the time the Committee, in its
discretion, shall designate Senior Executives of the Company to be eligible to
participate in this Program with respect to the Annual Bonus awarded to each
such Participant for the year covered by the designation ("Designation").  The
Designation shall amount to the grant by the Committee of a Stock Purchase
Right.  On or after the Designation Date, the Chairman of the Company or his
designee shall furnish to each Participant a form of Stock Bonus Agreement
which shall offer participation in the Program with respect to the dollar
amount of the Participant's Annual Bonus for the year (the "Announcement
Date").  The form of Stock Bonus Agreement shall be in substantially the form
appended to this Program as Exhibit A.

4. STOCK BONUS ELECTION.  A Participant who receives a Designation and who
desires to receive up to 50% of his Annual Bonus as a Stock Bonus shall:

     (a) specify in the Stock Bonus Agreement the amount of the Annual Bonus to
         be so applied, but not to exceed 50%,

     (b) complete the balance of the Stock Bonus Agreement,

     (c) sign the Stock Bonus Agreement and

     (d) deliver the properly completed and executed Stock Bonus Agreement to
         the Secretary of the Company on or before midnight on the Expiration
         Date.

     The Expiration Date shall be the tenth Business Day following the
Announcement Date.  All rights under the Designation shall expire at midnight
Kansas City, Missouri time on the Expiration Date.

A Stock Bonus Election shall entitle the Participant to receive Bonus Shares
for the amount of the Annual Bonus applied to the Election and Matching Shares
equal to 50% of the Bonus Shares.




<PAGE>   3

     The Election shall become effective as of the close of business on the
Expiration Date if the Participant has delivered an unrevoked properly
completed Stock Bonus Agreement to the Secretary or the designee of the
Secretary on or before the Expiration Date.  Any Stock Bonus Agreement so
delivered shall be revocable by the Participant by delivering written notice of
revocation to the Secretary at any time prior to midnight Kansas City, Missouri
time on the Expiration Date.

5. TRANSFER RESTRICTIONS AND FORFEITURE PROVISIONS.  The Bonus Shares and
Matching Shares issued under the Program shall be subject to the Transfer
Restrictions and Forfeiture Provisions set forth in the Stock Bonus Agreement.

6. SHARES COVERED BY THE PROGRAM.  A total of 50,000 shares out of the 600,000
shares reserved under the Plan are reserved for issuance under this Program,
subject to the adjustment provisions of the Plan.  Pursuant to the provisions
of Section 4(a) of the Plan, only Matching Shares which become fully vested
shall be counted against that limitation.

7. TERM.  This Program shall expire at such time as the Committee shall
discontinue the same or the sooner expiration of the Plan.

8. ISSUE OF STOCK CERTIFICATES.  The Company shall issue from its Treasury or
from authorized but unissued shares certificates to Participants in the amount
of whole shares of Common Stock for Bonus Shares and Matching Shares.
Certificates covering Matching Shares shall bear the following legend until the
occurrence of the Vesting Date for such shares:

                   The Shares evidenced by this Certificate have been
                   issued pursuant to the BUTLER MANUFACTURING COMPANY
                   RESTRICTED STOCK BONUS PROGRAM of 1996 and a related
                   agreement ("Agreement") between the Company and the
                   Registered Holder which restricts the transfer of    the
                   Shares and subjects them to forfeiture to the Company upon
                   the occurrence of any Forfeiture Event described in the
                   Agreement.  This legend may be removed upon occurrence of the
                   Vesting Date under the Agreement.

9. ADMINISTRATION.    The Program shall be administered by the Committee, which
shall have full power and authority to construe and administer the Program.
Any action taken under the provisions of the Program by the Committee arising
out of or in connection with the administration, construction, or effect of the
Program or any rules adopted thereunder shall, in each case, lie within the
discretion of the Committee and shall be conclusive and binding upon the
Company and upon all Participants, and all persons claiming under or through
any of them.

     The members of the Committee, as of the date of the mailing of the Proxy
Statement for the latest annual meeting of stockholders of the Company are
listed in that Proxy Statement under "COMPENSATION AND BENEFITS COMMITTEE."
The Proxy Statement is incorporated into this Prospectus and Program Document
by reference.  All members of the Committee  are directors of the Company and
each has an address at BMA Tower, P. 0. Box 419917, Penn Valley Park, Kansas
City, Missouri 64141-0917.

<PAGE>   4


10. EXPENSES OF THE PROGRAM.  All costs and expenses of the Program shall be
borne by the Company and none of such expense shall be charged to any
Participant.

11. PROSPECTUS. This Program document also constitutes a part of a  prospectus
under the Securities Act of 1933.  The securities being offered by the
prospectus consist of shares of Common Stock of the Company which may be issued
to Participants under the Program.

12. ERISA. The Program is not subject to any provisions of the Employee
Retirement Income Security Act of 1974.

13. AVAILABLE DOCUMENTS AND INFORMATION

The following documents are incorporated by reference herein:

     * The Plan.  The descriptions in this document of various provision of the
       Plan do not purport to be complete and are qualified in their entirety
       by reference to the provisions of the Plan.

     * The Company's Annual Report on Form 10-K for the year ended December 31,
       1995;

     * All other reports filed by the Company pursuant to Section 13(a) or
       15(d) of the Securities and Exchange Act of 1934 since December 31, 1995;

     * The description of the Company's Common Stock and Preferred Share
       Purchase Rights contained in its Registration Statements on Form 8-A
       dated October 8, 1996; and

     * All documents subsequently filed by the Company pursuant to Sections
       13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
       amended, prior to the filing of a post-effective amendment which
       indicates that all securities offered have been sold or which deregisters
       all securities then remaining unsold, shall be deemed to be
       incorporated by reference into this Prospectus and to be a part hereof
       from the date of filing of such documents.

     The above-listed documents are available to Participants without charge,
upon written or oral request, as are the following documents:

     * Periodic updates of this Prospectus and the other documents, if
       any, which from time to time constitute the prospectus meeting the
       requirements of Section 10(a) of the Securities Act of 1933.

     * All reports, proxy statements and other communications distributed
       by Butler Manufacturing Company generally to its stockholders.

     * Copies of the Registration Statement on Form S-8 filed with the
       Securities and Exchange Commission which registers the offering of
       securities described in this Prospectus, as well as any amendments
       thereto.

     Requests for any of the above-listed documents should be directed to the
Secretary of the




<PAGE>   5

Company at BMA Tower, Penn Valley Park, P.O. Box 419917, Kansas City, Missouri
64141-0917, telephone (816) 968-3000. Copies of documents publicly filed
with the Securities and Exchange Commission may also be obtained from the
Internet at http://www.sec.gov./cgi-bin/srch-edgar.

14. APPROVAL; EFFECTIVE DATE.  This Program shall become effective when
approved by the Committee as of December 17, 1996.

15. AMENDMENT AND TERMINATION.  Subject to the provisions of the Plan, this
Program may be amended by the Committee from time to time, and may be
terminated by the Board of Directors or Stockholders, except that any such
action shall not adversely affect any Participant's rights under the Program
that had accrued prior to such amendment or termination.  Subject to the
provisions of the Plan, Agreements issued pursuant to this Program may be
amended by or at the direction of the Committee with the consent of the
Participant to such Agreement.

16. DEFINITIONS AND TERMS:  Unless otherwise  required by the context, the
following  terms and the terms set forth in Section 2 of the Plan,  when used
in this Program, shall have the meanings set forth in this Section 16 and in
Section 2 of the Plan:

     ANNOUNCEMENT DATE:  The date the Chairman of the Company or his designee
shall furnish to each Participant a form of Stock Bonus Agreement which shall
offer participation in the Program with respect to the dollar amount of the
Participant's Annual Bonus for the year.

     BONUS SHARES: A whole number of shares of the Company's Common Stock which
a Participant elects to purchase, subject to Transfer Restrictions, with up to
50% of the Participant's Annual Bonus, the number of which shall be the cash
amount of the Annual Bonus to be applied toward the purchase of Bonus Shares
divided by the Fair Market Value of the Common Stock as of close of business on
the Election Date.

     ANNUAL BONUS: The bonus awarded to a Participant under the Company's
Executive Bonus Program.

     COMMITTEE: The Committee which administers the Plan.

     DESIGNATION. A designation of eligibility to participate in the Program as
contemplated by Section 3.

     DESIGNATION DATE.  Date the Committee makes a Designation or such
subsequent date as the Committee specifies in the Designation as the effective
date of the Designation.

     ELECTION DATE.  The effective date of an election to participate, which
shall be the Expiration Date with respect to an unrevoked and properly
delivered, completed and signed Stock Bonus Agreement.

     EXPIRATION DATE.  Date of expiration of rights granted under a
Designation.




<PAGE>   6






     FORFEITURE EVENT.  An event, the occurrence of which will cause a
forfeiture of Matching Shares under a Stock Bonus Agreement.

     FORFEITURE PROVISION.  Provision contained in a Stock Bonus Agreement
which directs the forfeiture of Matching Shares upon the occurrence of a
Forfeiture Event.

     MATCHING SHARES: A whole number of shares of the Company's Common Stock
which a Participant shall receive, subject to Transfer Restrictions and
Forfeiture Provisions, under a Stock Bonus Agreement, in an amount equal to one
half of the Bonus Shares purchased under the Stock Bonus Agreement.

     PARTICIPANT: A Senior Executive selected by the Committee in accordance
with the terms of the Plan to participate in the Program.

     PLAN: The Stock Incentive Plan of 1996.

     PROGRAM: The Butler Manufacturing Company Restricted Stock Bonus Program
of 1996 as herein set forth.

     PROGRAM DOCUMENT: This document, each Stock Bonus Agreement and the Plan.

     SECTION 83(B) ELECTION.  The election of a Participant to include in the
Participant's gross income under the Code for the taxable year in which a Stock
Bonus Election is made the fair market value (as defined under the Code) of the
Matching Shares as of the Election Date without regard to any Transfer
Restriction or Forfeiture Provision, made in writing in accordance with IRS
regulations not later than 30 days after the Election Date.

     STOCK BONUS: The grant by the Company to a Participant of a Stock Bonus
consisting of Bonus Shares and Matching Shares  pursuant to the terms of a
Stock Bonus Agreement.

     STOCK BONUS AGREEMENT: The Award Agreement between the Company and a
Participant with respect to the Participant's acquisition of Bonus Shares and
Matching Shares under the Program as evidenced by a properly executed and
delivered Stock Bonus Election and  the Terms of the Program and the Plan.

     STOCK BONUS ELECTION: The written election of a Participant to apply up to
50% of the Participant's Annual Bonus for the purchase of Bonus Shares
delivered to the Secretary of the Company in the form specified by the
Committee.


     STOCK PURCHASE RIGHT: A Stock Purchase Right as contemplated by the Plan
and granted under the Program which entitles a Participant to purchase Bonus
Shares and acquire Matching Shares pursuant to a Stock Bonus Election.

     TRANSFER RESTRICTION: A provision of a Stock Bonus Agreement pursuant to
which the Participant agrees not to voluntarily transfer Bonus Shares until the
Vesting Date.

     VESTING DATE: Date Matching Shares become fully vested prior to a
Forfeiture Event.



<PAGE>   7



                                 CERTIFICATION

     The undersigned Secretary of Butler Manufacturing Company, hereby
certifies that as of this 17th day of December, 1996, the foregoing is a true
copy of the Butler Manufacturing Company Restricted Stock Bonus Program of
1996, as amended (the "Program"), that the Program is in effect, and that the
same has been duly adopted by the Committee in accordance with the terms of the
Butler Manufacturing Company Stock Incentive Plan of 1966, as amended, the
Certificate of Incorporation and Bylaws of the Company and the  applicable laws
of the State of Delaware.

                            _____________________
                            Richard O. Ballentine
                            Vice President, Secretary and
                                                                 General Counsel


<PAGE>   8



                                                                       EXHIBIT A







                            STOCK BONUS AGREEMENT
                         (and Part of a  Prospectus)


TO:

FROM:      Bob West

DATE:    January 21, 1997   (THE "ANNOUNCEMENT DATE")

RE:        BUTLER MANUFACTURING COMPANY RESTRICTED STOCK BONUS PROGRAM OF 1996,
           copy of which is being delivered with this Agreement (the "Program").


     I am pleased to advise you that the Compensation and Benefits Committee of
the Board of Directors has selected you to participate in the Program on the
terms of this Agreement, the Program and the Butler Manufacturing Company Stock
Incentive Plan of 1996 (the "Plan").  Under this Agreement you may make a Stock
Bonus Election to convert up to 50% of your Annual Bonus (as shown below) to a
Stock Bonus.  Under a Stock Bonus you may receive a portion of your Annual
Bonus for 1996 in Bonus Shares and Matching Shares.



Announcement Date:  Date shown above.

Your Annual Bonus:  $_______.

  Expiration Date:                  tenth Business Day following the
                                    Announcement Date (February 4, 1997).


     YOU MAY MAKE A  STOCK BONUS ELECTION ONLY BY PROPERLY COMPLETING, SIGNING
AND RETURNING THIS AGREEMENT TO THE SECRETARY ON OR BEFORE MIDNIGHT, KANSAS
CITY, MISSOURI TIME, ON THE EXPIRATION DATE SPECIFIED ABOVE.  Your Stock Bonus
Election will become effective as of the close of Business on the Expiration
Date if you have delivered this Agreement properly signed and completed to the
office of the Secretary, and have not revoked the election, on or before the
Expiration Date (the "Election Date").  You may revoke a prior delivered
Election only by delivering a written notice of revocation to the Secretary on
or before Midnight on the Election Date.

     For definitions of capitalized terms in this Agreement see Section 16 of
the Program.



<PAGE>   9

     1. BONUS SHARES YOU WILL RECEIVE. The number of Bonus Shares that you will
receive under your Stock Bonus Election shall be a whole number equal to (a)
the dollar amount of the Annual Bonus you choose to apply to the Stock Bonus
Election as shown immediately above your signature on this Agreement (not to
exceed 50% of the Annual Bonus) divided by (b) the closing sales price of a
share of Common  Stock as reported by the NYSE on the Expiration Date. Any
fraction will be paid in cash as a part of your Annual Bonus.

     2. NUMBER OF MATCHING SHARES. The number of Matching Shares you will
receive shall be  a whole number (rounded up) equal to one half of the number
of Bonus Shares.

     3. ISSUE OF SHARE CERTIFICATES.  The Matching Shares and the Bonus Shares
will be issued in your name as soon as may be practicable following the
Election Date.  Certificates for the Bonus Shares will be delivered to you
subject to a Transfer Restriction only.  A certificate covering the Matching
Shares will be delivered to the Secretary of the Company subject to a Transfer
Restriction and a Forfeiture Provision and containing a legend referring to
those Restrictions and Provisions (the "Legend").  You will deliver with this
Agreement a properly completed stock power in blank that will authorize the
Secretary to transfer to the Company the Matching Shares covered by the
Certificate for the Matching Shares upon the occurrence of a Forfeiture Event.
Upon the lapse of the Transfer  Restrictions and Forfeiture Provisions on the
Matching Shares, the Secretary shall deliver to you the Certificate covering
the  Matching Shares together with written instructions to the Transfer Agent
for the Common Stock to remove the legend.

     4. VESTING AND FORFEITURE: Matching Shares will become fully vested on the
earlier of (a) the third anniversary of the Election Date or (b) the date of a
Change-in-Control (the "Vesting Date"); provided, however all Matching Shares
subject to this Agreement shall be forfeited to the Company in the event that
prior to the Vesting Date (i) your employment with the Company terminates for
any reason other than retirement, permanent and total disability, or death or
(ii) any of the Bonus Shares subject to this Agreement are transferred by you
in violation of the Transfer Restriction ("Forfeiture Event").

     5. TRANSFER RESTRICTIONS.  You agree that prior to the Vesting Date you
will not voluntarily sell, assign, pledge, hypothecate or otherwise transfer
any of the Bonus or Matching Shares, except by operation of law and except to a
trust for your benefit with respect to which you have during your life the sole
voting and dispositive power over, and sole beneficial interest in the economic
incidents of ownership of, the Shares contributed to such Trust.


     The Company believes that your Stock Purchase Election will be exempt from
the short swing profits provisions of Section 16 of the Exchange Act.  However
you will be required to report the acquisition of the Matching and Bonus Shares
on your next Form 5.

     So long as you are an affiliate of the Company and for a period of three
months thereafter you will also be required to effect any public sales of the
Shares that are not otherwise restricted by the Transfer Restrictions and
Forfeiture Provisions in accordance with the provisions of SEC Rule 144.

     6. VOTING, DIVIDENDS AND OTHER STOCK RIGHTS.  Upon issuance of  Bonus and
Matching shares in your name, you will enjoy all rights of a stockholder,
including voting, dividend and other stock rights, subject only to the Transfer
Restriction and Forfeiture Provisions.

     7. TAX CONSEQUENCES.  Set forth below is a brief description of certain
significant United States Federal income tax consequences of a Stock Bonus
Election, under existing law as of the most recent April 1.  It applies
primarily if you are a citizen or resident alien of the United States whose tax
home or abode is in the United States.  The discussion is based on the Internal
Revenue Code of 1986, as amended (the "Code") and applicable regulations
thereunder in effect on the Designation Date.  Any subsequent changes in the
Code or those regulations may affect the accuracy of this discussion.  In
addition, this discussion does not consider any state, local or foreign tax
consequences or any circumstances that are unique to you that may affect the
accuracy or applicability of this discussion.

     The BONUS SHARES you receive under a Stock Bonus Election will subject you
to tax at ordinary income rates on the fair market value of the Bonus Shares at
the Election Date. HOWEVER, the MATCHING SHARES that you receive under a Stock
Bonus Election will subject you to tax at ordinary income rates on the fair
market value of the Matching Shares AT the time the stock is either
transferable or is no longer subject to forfeiture, which will ordinarily be
THE VESTING DATE.  The Company will receive a tax






<PAGE>   10

deduction with respect to the amount of income recognized by you on the Bonus
Shares and the Matching Shares.

     Under the Code you are entitled to make a Section 83(b) Election and be
currently taxed on the fair market value of the Matching Shares in the taxable
year in which the Election Date occurs.  If you choose to make that Election
and the Matching Shares are forfeited due to the occurrence of a Forfeiture
Event, then current provisions of the Code do not entitle you to a
corresponding deduction or capital loss with respect to the amount of taxes
paid with respect to the Matching Shares and the Company will have no liability
with respect thereto even though it may have enjoyed a tax deduction in the
amount covered by your Section 83(b) Election.   If you choose to make a Section
83(b) Election, make a check mark in the appropriate blank space indicated below
for that choice and the Company will provide you with the necessary form.  THIS
IS A MATTER THAT YOU SHOULD DISCUSS WITH YOUR TAX ADVISOR.

     The holding period to determine whether you will have long-term or
short-term capital gain or loss upon sale of Shares begins on the Election Date
for Bonus Shares and on the Vesting Date for Matching Shares [or upon the
Election Date for the Matching Shares, if you make a Section 83(b) Election].

     Under Section 162(m) of the Code, certain compensation payments in excess
of $1 million are subject to a limitation on deductibility for the Company.
This limitation on deductibility applies with respect to that portion of a
compensation payment for a taxable year in excess of $1 million to either the
chief executive officer of the Company or any one of the other four highest
paid executive officers who are employed by the Company on the last day of the
taxable year.

     Under certain circumstances, accelerated vesting of Matching Shares in
connection with a "change in control" of the Company might be deemed an "excess
parachute payment" for purposes of the golden parachute tax provisions of
Section 280G of the Code.  To the extent it is so considered, you may be
subject to a 20% excise tax and the Company may be denied a tax deduction.

     8. WITHHOLDING TAXES.  The Company will withhold, as of the date of your
Stock Bonus Election,  all federal, state and local income taxes generated by
such Election in the taxable year in which the Election is made and which the
Company is required to withhold.  If a Section 83(b) Election is made, the
amount of income you will be required to include in your gross income for
Federal Income Tax purposes will be the full amount of your Annual Bonus plus
the fair market value of the Matching Shares on the Election Date. If a Section
83(b) Election is not made, the amount of income you will be required to
include in your gross income for Federal Income Tax purposes will be the full
amount of your Annual Bonus.  No withholding may be satisfied by the
withholding of Bonus Shares or Matching Shares or the delivery of pre-owned
shares, except that, if you do not make a Section 83(b) Election, then you may
satisfy withholding taxes on the Matching Shares for the taxable year in which
the Vesting Date occurs by delivering to the Company pre-owned shares to
satisfy the withholding taxes.

     9. CONSULT YOUR TAX ADVISOR.  The discussion in this Agreement and Program
Document of the effects of Federal income taxation is merely a general
discussion. It is not intended to be relied upon by you in determining the
income tax consequences of making a Stock Bonus Election or Section 83(b)
Election or of disposing of the stock so acquired. State and local income
tax rules which may apply are not discussed. Because the applicability of the
tax laws will depend upon a number of factors personal to you and because of the
complexity of the income tax laws and regulations relating to this subject, it
is suggested that you consult with your tax advisor prior to (a) the making of a
Stock Bonus Election, (b) the making of a Section 83(b) Election or (c) making a
subsequent disposition of Matching or Bonus shares  acquired.

     10. PROSPECTUS. This Agreement also constitutes a part of a prospectus
under the Securities Act of 1933.  The securities being offered by the
prospectus consist of shares of Common Stock of the Company which may be issued
to Participants under the Program.  See Section 13 of the Program with respect
to documents available under the Registration Statement for the shares of
Common Stock covered by the Prospectus.

<PAGE>   11


     11. RECEIPT OF DOCUMENTS.  It is agreed that you have received copies of
the Plan, the Program, and the Company's most current Annual Report to
Stockholders.  You also agree that copies of those documents and additional
documents and information referred to in this Agreement and in the Program are
available from the Corporate Secretary at the principal offices of the Company,
BMA Tower (P.O. Box 419917), Penn Valley Park, Kansas City, Missouri
64141-0917, and at the office of the Securities and Exchange Commission.  See
"Available Information" in the Program.

     12. MISCELLANEOUS.   This Agreement shall inure to the benefit of and be
binding upon the Company, its successors and assigns and upon you and your
heirs, executors, administrators, successors, assigns and legal
representatives.  All elections, notices, requests and other communications
shall be in writing and shall be deemed to have been duly given when delivered
by hand, by telecopy or mailed by First Class, Certified Mail, Return Receipt
Requested, with postage prepaid and addressed (a) if to you, at your office
with the Company or at such other address as you may specify in writing to the
Company and (b) if to the Company, to the office of the Secretary of the
Company. If any provision of this Agreement shall, for any reason, be adjudged
by any court of competent jurisdiction to be invalid or unenforceable, such
judgment shall not affect, impair or invalidate the remainder of this
Agreement, but shall be confined in its operation to the provision of this
Agreement determined invalid or unenforceable.  This Agreement shall be
governed, interpreted, and enforced in accordance with the laws of the State of
Missouri and the corporate laws of the State of Delaware, including the
provisions of the Delaware General Corporation Code.  The rights, covenants,
and obligations made in this Agreement are assignable by the Company but may
not be assigned by you, except by operation of law, and except as otherwise
provided herein, without the signed, written consent of both parties.

     If the above terms are satisfactory to you and you wish to make a Stock
Bonus Election for up to 50% of your Annual Bonus, then please complete the
items shown below, sign where indicated and return the same to Dick Ballentine
on or before the Expiration Date.


                              _________________
                              Robert H. West
                              Chairman


<PAGE>   12





     I agree with the above and hereby make a Stock Bonus Election as to
$_________ of my Annual Bonus for 1996.  I understand that I may revoke this
election by delivering a written notice of revocation to Dick Ballentine,
Corporate Secretary on or before midnight of the Election Date.

     I   do ___ do not ___  wish to make a Section 83(b) Election.

     I acknowledge receipt of a copy of all the Program Documents and a copy of
the latest Annual Report of the Company to its Stockholders.

             Signature of Participant:
             __________________________
             Name:  ___________________
             Title: ___________________
             Date:  ___________________

     The undersigned Secretary of Butler Manufacturing Company hereby
acknowledges receipt of the foregoing Stock Bonus Election on this ____ day of
__________, 19__.


             ______________________
             Richard O. Ballentine,