Exhibit






CASEY'S GENERAL STORES, INC.


NON-QUALIFIED SUPPLEMENTAL


EXECUTIVE RETIREMENT PLAN






TABLE OF CONTENTS


         INTRODUCTION                                                               Page


         ARTICLE I                      DEFINITIONS                                    1


         ARTICLE II                     PARTICIPATION                                3


         ARTICLE III        CONTRIBUTIONS                             4


                  3.01                     Company Contributions                         4
                  3.02                      Participant Contributions                       4


         ARTICLE IV                     BENEFITS                                         5


                  4.01                     Retirement Benefits                               5
                  4.02                     Limitations upon Payment of Benefits      5


         ARTICLE V                      CONTRIBUTION TO TRUST UPON
                                            A CHANGE OF CONTROL                7


         ARTICLE VI                    GENERAL PROVISIONS                  8


                  6.01                     Amendment                                        8
                  6.02                     Employment Status                              8
                  6.03                      Rights to Plan Assets                        8
                  6.04                      Nonalienation of Benefits                    8
                  6.05                     Construction                                    8
                  6.06                      Legal Actions                                 9
                  6.07                      Word Usage                                   9

























INTRODUCTION


         Casey's  General  Stores,  Inc. (the  "Company") is  establishing  this "Nonqualified  Supplemental  Executive  Retirement Plan" which has been designed as,  and is  intended  to be, an  unfunded  plan for  purposes  of the  Employee Retirement Income Security Act of 1974, as amended, and a nonqualified  deferred compensation  plan under the  Internal  Revenue  Code of 1986,  as amended.  The Company agrees to operate the Plan according  to the terms,  provisions  and conditions set forth in this plan instrument.


         Any funds accumulated for purposes of providing benefits under the Plan are fully available to satisfy the claims of the Company’s creditors.  Participants have no greater rights with regard to such funds than any other general creditor of the Company.



















ARTICLE I


DEFINITIONS


 "Benefit Date" means, for a Participant, the first day of the calendar year immediately  following the calendar year in which his Retirement Date shall occur, upon which an amount of benefit shall be payable to him under this Plan.


             "Company" means Casey's General Stores, Inc., an Iowa corporation located in Ankeny, Iowa.


             "Contribution(s)" means the Company's Contributions as set out in Article III hereof.


             "Deemed  Termination  Date" means, for a Participant,  the first day of the calendar year  immediately  following the calendar year during which, in the case of Lamberti,  Lamb or Shull, he shall attain the age of 58 and, in the case of Harmon, he shall attain the age of 55.


             "Early  Retirement  Age"  means,  for a  Participant,  in the  case  of Lamberti  or Lamb the age of 59 years,  in the case of Shull the age of 58 years and in the case of Harmon the age of 55 years.


             "Effective  Date"  means  the date as of which the  Company's  Board of Directors shall adopt and approve this Plan.


             "ERISA" means the Employee Retirement Income Security Act of 1974, as amended.


             "Investment  Fund" means the total  assets held under the Trust for the purpose  of  providing  benefits  for  Participants.  These  funds  result  from Contributions  made solely by the Company under the Plan. The Investment Fund is not held for the exclusive benefit of Participants or their spouses.


             "Life  Expectancy" means the remaining life expectancy of a Participant determined  in  accordance  with  Section  20.2031  of the  Federal  Income  Tax Regulations (or any proposed regulations) as amended from time to time.


         "Participant"  means each of the following senior executive officers of the Company:  Donald F. Lamberti ("Lamberti"),  Ronald M. Lamb ("Lamb"),  Douglas K. Shull ("Shull") 







and John G. Harmon ("Harmon") (who are collectively  referred to herein  as  the  "Participants").  Each  of  the  Participants  shall  remain  a Participant under the Plan until he shall have received all benefits payment to the Participant or his spouse under this Plan or the Trust.


             "Plan" means the nonqualified supplemental executive retirement plan of the Company set forth in this document, including any later amendments to it.


             "Plan Administrator" means the person or persons who administer the Plan.  The Plan Administrator is the Company.


             "Plan Year" means a twelve (12) consecutive month period ending on every December 31.


             "Retirement Date" means the earlier of:


         a. the first day of the month immediately  following the month during which the Participant shall voluntarily terminate his employment with the Company after he shall attain his Early Retirement Age; or 


         b. the first day of the month immediately  following the month during which the Participant shall attain the age 65.


             "Salary" means the  Participant's  salary determined in accordance with his employment agreement with the Company in effect from time to time.


             "Trust" means the separate  Trust  created under that certain  "Casey's General Stores, Inc. Non-Qualified  Supplemental Executive Retirement Plan Trust Agreement," dated October 24, 1997, between the Company, as the grantor, and UMB Bank, n.a., as the Trustee,  for the purpose of investment of Contributions made under the Plan.  Any funds so held under the Trust are  available to the general creditors of the Company.


             "Trustee" means UMB Bank, n.a., chosen by the Company to act as Trustee under the Trust.









ARTICLE II


PARTICIPATION


             Each  Participant  shall begin active  participation in the Plan on the Effective Date.











ARTICLE III


CONTRIBUTIONS


             Section 3.01. COMPANY CONTRIBUTIONS. Except as otherwise required under Article V hereof, the Company shall make such Contributions to the Trust as the Board of  Directors of the Company shall deem appropriate from time to time.  All Contributions shall be forwarded by the Company to the Trustee to be held, invested and administered as the Investment Fund under the terms and conditions of the Trust.  The investment of Contributions is governed by the provisions of the Trust.


             Section 3.02.  PARTICIPANT CONTRIBUTIONS.  This Plan does not permit or require contributions by the Participants.  









ARTICLE IV


BENEFITS


             Section 4.01.  RETIREMENT  BENEFITS.  Commencing  with a  Participant's Benefit Date,  the Company  shall pay (unless the  requisite  payment shall have been made  pursuant  to the  Trust)  to the  Participant  until  his death  and, following the  Participant's  death, to the  Participant's  surviving spouse, if any,  until  the  earlier  of (i) the  expiration  of the  period  ending on the twentieth (20th) anniversary of the Participant's Benefit Date or (ii) the death of the  Participant's  spouse,  an annual  retirement  benefit in equal  monthly installments determined as follows:


                      a. The amount of the annual  retirement  benefit payable under this section for Lamberti (or for his spouse, as the case may be) shall be the sum equal to one-half  (1/2) of his Salary for the Plan Year  during  which his Retirement Date shall occur.


                      b. The amount of the  annual  retirement  benefit   payable   under this  section for Lamb (or for his spouse, as the case  may be) shall be the sum equal to one-half  (1/2) of his Salary for the Plan Year during which his Retirement Date shall occur.
 
                      c. The amount of the annual  retirement  benefit payable under this section for Shull (or for his spouse,  as the case may be) shall be the sum equal to  one-third  (1/3) of his Salary for the Plan Year during which he shall attain age 58 plus an  additional  amount equal to 2.4 percent of his Salary for each  additional  full year of his  employment  by the  Company  during the term commencing on the first day of the Plan Year during which he shall attain age 59
and ending on the last day of the Plan Year during which he shall attain age 65.


                      d.       The amount of the annual retirement benefit payable under this section for Harmon (or for his spouse, as the case may be) shall be the sum equal to one-fourth (1/4) of his Salary for the Plan Year during which he shall attain age 55 plus an additional amount equal to 5.0 percent of his Salary for each additional full year of his employment by the Company during the term commencing on the first day of the Plan Year during which he shall attain age 56
and ending on the last day of the Plan Year during which he shall attain age 60.


             Section 4.02  LIMITATIONS UPON PAYMENT OF BENEFITS.  If a Participant's  employment by the Company shall terminate  before he shall attain his Early  Retirement Age whether with or without Cause,  or if a  Participant's employment by the Company shall terminate for Cause,  such Participant shall not be entitled to any benefit whatsoever under 







this Plan or the Trust. For purposes of this  Plan,  the  term  "Cause"  shall  mean  (a) an act or acts of  personal dishonesty taken by a Participant and intended to result in substantial personal enrichment  of the  Participant  at the  expense of the  Company,  (b)  repeated violations  by  a  Participant  of  the  Participant's   obligations  under  his Employment  Agreement with the Company which demonstrate  willful and deliberate conduct of the Participant and which are not remedied within a reasonable period of time after receipt of written  notice from the Company or (c) the  conviction of a Participant  of a felony when his  conviction  is no longer  subject to any
direct judicial appeal.









ARTICLE V


CONTRIBUTION TO TRUST
UPON A CHANGE OF CONTROL


             Following  a Change of Control  or a  Potential  Change of Control  (as those  terms are defined in section 3 of the  Trust),  the Company  shall make a Contribution to the Trust (in a manner  permitted and at the time required under  the Trust) equal to the Maximum  Amount  Payable less the then fair market value of all assets of the Trust (the  "Excess").  For  purposes  of this Plan and the Trust,  the term  "Maximum  Amount  Payable"  shall mean the sum of the  benefit amounts   determined   as  follows  for  Lamberti,   Lamb,   Shull  and  Harmon,
respectively:


                      a. For  Lamberti,  the amount  equal to one-half  (1/2) of his Salary for the Plan Year during which a Change of Control (or a Potential Change of Control,  as the case may be) shall occur multiplied times the greater of (i) a number  equal to the  number of years of his Life  Expectancy  or (ii)  twenty (20);


                      b. For Lamb, the amount equal to one-half (1/2) of his Salary for the Plan Year during  which a Change of Control  (or a  Potential  Change of Control,  as the case may be) shall occur  multiplied times the greater of (i) a number equal to the number of years of his Life Expectancy or (ii) twenty (20);


                      c. In the case of Shull,  an amount equal to one-half (1/2) of his Salary for the Plan Year  during  which a Change of Control  (or a Potential Change of Control,  as the case may be) shall occur multiplied times the greater of (i) a number equal to the number of years of his Life  Expectancy if he shall have then  attained  age 58 (or if he shall not have then  attained  age 58, the number of years of his Life Expectancy  assuming he shall have then attained age 58) or (ii) twenty (20);


                      d. In the case of Harmon, an amount equal to one-half (1/2) of his Salary for the Plan Year  during  which a Change of Control  (or a Potential Change of Control,  as the case may be) shall occur multiplied times the greater of (i) a number equal to the number of years of his Life  Expectancy if he shall have then  attained  age 55 (or if he shall not have then  attained  age 55, the number of years of his Life Expectancy  assuming he shall have then attained age 55) or (ii) twenty (20); 









ARTICLE VI


GENERAL PROVISIONS


             Section 6.01.  AMENDMENT.  The Company may amend this Plan at any time, including any remedial  retroactive changes (within the specified period of time as may be determined by Internal Revenue Service regulations) to comply with the requirements of any law or regulation issued by any governmental agency to which the Company or this Plan is subject.  The Company may not  otherwise  amend this Plan without the prior written  consent of all the  Participants  or their legal representatives.


         Section 6.02.  EMPLOYMENT  STATUS.  Nothing  contained in this Plan gives a Participant  the right to be retained in the  Company's  employ or to  interfere with the Company's right to discharge any Participant.


             Section  6.03.  RIGHTS TO PLAN ASSETS.  No  Participant  shall have any right  to or  interest  in  any  assets  of the  Plan  upon  termination  of his employment or otherwise  except as  specifically  provided  under this Plan, and then only to the extent of the benefits  payable to such  Participant  or to his spouse in accordance with the Plan.


             Any  final  payment  or  distribution  to a  Participant  or his  legal representative  or to the spouse of such Participant  under the Plan shall be in full  satisfaction  of all claims against the Plan and the Company arising under or by virtue of the Plan.


         Section 6.04.  NONALIENATION  OF BENEFITS.  Benefits payable under the Plan are not subject to the claims of any creditor of any Participant or his spouse.


 Participant  or his  spouse  does not have any  right to  alienate,  anticipate, commute,  pledge,  encumber  or  assign  any of  such  benefits.  The  preceding sentences  shall also apply to the creation,  assignment,  or  recognition  of a right to any  benefit  payable  with  respect to a  Participant  according  to a  domestic  relations  order,   unless  such  order  is  determined  by  the  Plan Administrator  to be a qualified  domestic  relations order, as defined in ERISA Section 206(d), or any domestic relations order entered before January 1, 1985.


             Section  6.05.  CONSTRUCTION.  The  validity  of the Plan or any of its provisions  is determined  under and construed  according to Federal law and, to the extent permissible,  according to the laws of the state of Iowa. In case any provision  of the  Plan  is  held  illegal  or  invalid  for  any  reason,  such determination  shall not affect the remaining  provisions  







of the Plan,  and the Plan shall be construed and enforced as if the illegal or invalid  provision had
never been included.


             Section 6.06. LEGAL ACTIONS.  The Plan and the Plan  Administrator  are the necessary parties to any action or proceeding involving the assets held with  respect to the Plan or  administration  of the Plan.  No person  employed by the Company,  Participant,  former  Participant,  the spouse of a Participant or any other  person  having or claiming to have an interest in the Plan is entitled to any notice of process. A final judgment entered in any such action or proceeding shall be binding and  conclusive  on all  persons  having or claiming to have an interest in the Plan.


             Section  6.07.  WORD USAGE.  The masculine  gender,  where used in this Plan,  shall include the feminine  gender and the singular words as used in this Plan may include the plural, unless the context indicates otherwise.


         Executed this 24th day of October, 1997.




                                                   CASEY'S GENERAL STORES, INC.


                                               By:  /s/ Ronald M. Lamb
                                                        ------------------------------
                                                        President and C.O.O.
                                                        ------------------------------
                                                        Title









AMENDMENT OF THE 
CASEY’S GENERAL STORES, INC. NON-QUALIFIED 
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN 


WHEREAS, the Company has adopted and is the sponsor of the Casey’s General Stores, Inc. Non-Qualified Supplemental Executive Retirement Plan (the “Plan”) created under the terms of an agreement dated October 24, 1997; 
WHEREAS, pursuant to Section 6.1 of the Plan, the Company may amend the Plan with the consent of the Participants, namely, Donald F. Lamberti, Ronald M. Lamb and John G. Harmon, all of whom have expressed their consent to amend the Plan to reflect the following resolutions; 
NOW, THEREFORE, BE IT RESOLVED that the Plan is hereby amended as follows: 
 
	
		
	1.
	by amending subparagraph b. of the definition of “Retirement Date” to read as follows:




b. the first day of the month immediately following the month during which the Participant shall retire in accordance with his employment agreement with the Company as in effect from time to time. 
 
	
		
	2.
	by amending subparagraph d. of Section 4.01 to read as follows:




d. The amount of the annual retirement benefit payable under this section for Harmon (or for his spouse, as the case may be) shall be the sum equal to one-fourth ( 1/4) of the amount of $285,000, plus an additional amount equal to 5 percent of the amount of $285,000 for each additional full year of his employment by the Company during the term commencing on the first day of the calendar year during which he shall attain age 56 and ending on the last day of the Plan Year during which he shall attain age 60. 
 
	
		
	3.
	by amending Article V, paragraph d. of the Plan to read as follows:




d. In the case of Harmon, an amount equal to one-half ( 1/2) of the amount of $285,000 multiplied times the greater of (i) a number equal to 







the number of years of his Life Expectancy (as defined in the Plan) if he shall 
have then attained age 55 (or, if he shall not have then attained age 55, the number of years of his Life Expectancy assuming he shall have then attained age 55) or (ii) twenty (20). 
 
	
		
	4.
	by adding the following new section 6.08:




Section 6.08. Application of Code Section 409A. If payment to a Participant of any amount that is “deferred compensation” subject to section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), at the time otherwise payable under this Plan would subject such payment to additional tax under Code section 409A(a)(1)(B), and if the payment of such amount at a later date would avoid any such additional tax, then the payment of such amount shall be deferred until the later of (i) the date of payment specified in this Plan, or (ii) the earliest date on which such payment can be paid without incurring any such additional tax. If this provision requires a deferral of any payment beyond the date specified in the foregoing provisions of this Plan, such payment shall be accumulated and paid in a single lump sum on the subsequent date on which such payment can be paid without incurring such additional tax. 
BE IT FURTHER RESOLVED that the provisions of the Plan not amended by the foregoing resolutions, which are incorporated herein by this reference, are hereby in all respects authorized, approved and confirmed. 
Approved: July 12, 2006 


 
	
			
	 
	 
	 

	CASEY’S GENERAL STORES, INC.

	 
	 

	By:
	 
	/s/ Robert J. Myers

	 
	 
	Robert J. Myers,
Chief Executive Officer