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                                                                 Exhibit (10)(k)

                    1997 LONG-TERM STOCK INCENTIVE PROGRAM


     Section 1. Purpose. The purposes of the Sprint 1997 Long-Term Stock
Incentive Program (the "Plan") are to encourage Directors of Sprint Corporation
(the "Company") and officers and selected key employees of the Company and its
Affiliates to acquire a proprietary and vested interest in the growth and
performance of the Company, to generate an increased incentive to contribute to
the Company's future success and prosperity, thus enhancing the value of the
Company for the benefit of stockholders, and to enhance the ability of the
Company and its Affiliates to attract and retain individuals of exceptional
talent upon whom, in large measure, the sustained progress, growth and
profitability of the Company depends.

     Section 2. Definitions. As used in the Plan, the following terms shall have
the meanings set forth below:

     (a)  "Affiliate" shall mean (i) any Person that directly, or through one or
more intermediaries, controls, or is controlled by, or is under common control
with, the Company or (ii) any entity in which the Company has a significant
equity interest, as determined by the Committee.

     (b)  "Award" shall mean any Option, Restricted Stock Award, Performance
Share, Performance Unit, Dividend Equivalent, Other Stock Unit Award, or any
other right, interest, or option relating to Shares granted pursuant to the
provisions of the Plan.

     (c)  "Award Agreement" shall mean any written agreement, contract, or other
instrument or document evidencing any Award granted hereunder and signed by both
the Company and the Participant or by both the Company and an Outside Director.

     (d)  "Board" shall mean the Board of Directors of the Company.

     (e)  "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.

     (f)  "Committee" means the Organization, Compensation, and Nominating
Committee of the Board, composed of not less than two directors each of whom is
a Non-Employee Director.

     (g)  "Company" shall mean Sprint Corporation.

     (h)  "Non-Employee Director" shall have the meaning provided for in Rule
16b-3(b)(3) under the Securities Exchange Act of 1934, 17 CFR Section
240.16b-3(b)(3), as amended.

     (i)  "Dividend Equivalent" shall mean any right granted pursuant to Section
14(h) hereof.

     (j)  "Employee" shall mean any employee of the Company or of any Affiliate.
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     (k)  "Fair Market Value" shall mean, with respect to any property, the
market value of such property determined by such methods or procedures as shall
be established from time to time by the Committee; except that the "Fair Market
Value" of a share of common stock of the Company for purposes of Section 10 and
Section 11 shall mean the average of the high and low prices of the common stock
for composite transactions, as published by major newspapers, for the date in
question or, if no trade of the common stock shall have been made on that date,
the next preceding date on which there was a trade of common stock.

     (l)  "Incentive Stock Option" shall mean an Option granted under Section 6
hereof that is intended to meet the requirements of Section 422 of the Code or
any successor provision thereto.

     (m)  "Nonstatutory Stock Option" shall mean an Option granted to a
Participant under Section 6 hereof, and an Option granted to an Outside Director
pursuant to Section 10 hereof, that is not intended to be an Incentive Stock
Option.

     (n)  "Option" shall mean any right granted to a Participant under the Plan
allowing such Participant to purchase Shares at such price or prices and during
such period or periods as the Committee shall determine. "Option" shall also
mean the right granted to an Outside Director under Section 10 hereof allowing
such Outside Director to purchase shares of the common stock of the Company on
the terms set forth in Section 10.

     (o)  "Other Stock Unit Award" shall mean any right granted to a Participant
by the Committee pursuant to Section 9 hereof.

     (p)  "Outside Director" shall mean a member of the Board who is not an
Employee of the Company or of any Affiliate.

     (q)  "Participant" shall mean an Employee or Outside Director who is
selected to receive an Award under the Plan.

     (r)  "Performance Award" shall mean any Award of Performance Shares or
Performance Units pursuant to Section 8 hereof.

     (s)  "Performance Period" shall mean that period established by the
Committee at the time any Performance Award is granted or at any time thereafter
during which any performance goals specified by the Committee with respect to
such Award are to be measured.

     (t)  "Performance Share" shall mean any grant pursuant to Section 8 hereof
of a unit valued by reference to a designated number of Shares, which value may
be paid to the Participant by delivery of such property as the Committee shall
determine, including, without limitation, cash, Shares, or any combination
thereof, upon achievement of such performance goals during the Performance
Period as the Committee shall establish at the time of such grant or thereafter.

     (u)  "Performance Unit" shall mean any grant pursuant to Section 8 hereof
of a unit valued by reference to a designated amount of property other than
Shares, which

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value may be paid to the Participant by delivery of such property as the
Committee shall determine, including, without limitation, cash, Shares, or any
combination thereof, upon achievement of such performance goals during the
Performance Period as the Committee shall establish at the time of such grant or
thereafter.

     (v)  "Person" shall mean any individual, corporation, partnership,
association, joint-stock company, trust, unincorporated organization, or
government or political subdivision thereof.

     (w)  "Restricted Stock" shall mean any Share issued with restrictions on
the holder's right to sell, transfer, pledge, or assign such Share and with such
other restrictions as the Committee, in its sole discretion, may impose
(including, without limitation, any restriction on the right to vote such Share,
and the right to receive any cash dividends), which restrictions may lapse
separately or in combination at such time or times, in installments or
otherwise, as the Committee may deem appropriate.

     (x)  "Restricted Stock Award" shall mean an award of Restricted Stock under
Section 7 hereof.

     (y)  "Senior Officer" shall mean any employee of the Company holding the
office of Vice President or higher.

     (z)  "Shares" shall mean shares of any class of common stock of the Company
publicly traded on an established securities market, including but not limited
to FON Stock and Series 1 PCS Stock (the "PCS Stock") and such other securities
of the Company as the Committee may from time to time determine.

     (aa) "Stockholders Meeting" shall mean the annual meeting of stockholders
of the Company in each year.

     (bb) "1989 Plan" shall mean the Long-Term Stock Incentive Program adopted
by the Company's stockholders in 1989, as amended.

     (cc) "total outstanding Shares" means, with respect to the FON Stock the
total shares outstanding of FON Stock and, with respect to the PCS Stock, the
total outstanding shares of Series 1 PCS Stock and Series 2 PCS Stock.

     Section 3. Administration. The Plan shall be administered by the Committee.
The Committee shall have full power and authority, subject to such orders or
resolutions not inconsistent with the provisions of the Plan as may from time to
time be adopted by the Board, to: (i) select the Participants to whom Awards may
from time to time be granted hereunder; (ii) determine the type or types of
Awards to be granted to each Participant hereunder; (iii) determine the number
of Shares to be covered by each Award granted hereunder; provided, however, that
Shares subject to Options granted to any individual Participant during any
calendar year shall not exceed a total of 6,000,000 shares of FON Stock nor
3,000,000 shares of PCS Stock; (iv) determine the terms and conditions, not
inconsistent with the provisions of the Plan, of any Award granted hereunder;
(v) determine whether, to what extent and under what circumstances Awards may be
settled in cash, Shares or other property, or canceled or suspended; (vi)
determine whether, to what extent and under what circumstances cash, Shares and
other property and other amounts payable with respect to an Award under this
Plan shall be deferred

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either automatically or at the election of the Participant; (vii) interpret and
administer the Plan and any instrument or agreement entered into under the Plan;
(viii) establish such rules and regulations and appoint such agents as it shall
deem appropriate for the proper administration of the Plan; and (ix) make any
other determination and take any other action that the Committee deems necessary
or desirable for administration of the Plan. Decisions of the Committee shall be
final, conclusive and binding upon all persons, including the Company, any
Participant, any stockholder, and any employee of the Company or of any
Affiliate.

     The Committee shall appoint an administrator of the Plan for purposes of
interpreting and administering the provisions of Section 11 of the Plan.

     Section 4.  Shares Subject to the Plan.

     (a)  Subject to adjustment as provided in Section 4(b), the total number of
Shares available for grant under the Plan in a calendar year shall be nine
tenths of one percent (0.9%) of the total outstanding Shares as of the first day
of calendar year 1997, plus a number of Shares equal to the number of Shares
available for grant under the 1989 Plan as of the close of business on the date
of the 1997 Stockholders Meeting, for calendar year 1997, and one and one-half
percent (1.5%) of the total outstanding Shares as of the first day of each such
year for which the Plan is in effect beginning with calendar year 1998 plus
20,000,000 shares of PCS Stock; provided that such number shall be increased in
any year by the number of Shares available for grant hereunder in previous years
but not covered by Awards granted hereunder in such years; and provided further,
that no more than four million (8,000,000) shares of FON Stock and no more than
two million shares of PCS Stock (4,000,000) shall be cumulatively available for
the grant of Incentive Stock Options under the Plan. In addition, any Shares
issued by the Company through the assumption or substitution of outstanding
grants from an acquired company shall not reduce the shares available for grants
under the Plan. Any Shares issued hereunder may consist, in whole or in part, of
authorized and unissued shares or treasury shares. If any Shares subject to any
Award granted hereunder are forfeited or such Award otherwise terminates without
the issuance of such Shares or of other consideration in lieu of such Shares,
the Shares subject to such Award, to the extent of any such forfeiture or
termination, shall again be available for grant under the Plan.

     (b)  In the event of any merger, reorganization, consolidation,
recapitalization, stock dividend, spin-off, or other change in the corporate
structure affecting the Shares, such adjustment shall be made in the aggregate
number and class of Shares which may be delivered under the Plan, in the number
and class of shares that may be subject to an option granted to any individual
in any year under the Plan, in the number, class and option price of Shares
subject to outstanding Options granted under the Plan, and in the value of, or
number or class of Shares subject to, Awards granted under the Plan as may be
determined to be appropriate by the Committee, in its sole discretion, provided
that the number of Shares subject to any Award shall always be a whole number.

     Section 5. Eligibility. Any Employee or Outside Director shall be eligible
to be selected as a Participant.

     Section 6. Stock Options. Options may be granted hereunder to Participants
either alone or in addition to other Awards granted under the Plan. Any Option
granted to a Participant under the Plan shall be evidenced by an Award Agreement
in such form as the Committee may from time to time approve. Any such Option
shall be subject to

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the following terms and conditions and to such additional terms and conditions,
not inconsistent with the provisions of the Plan, as the Committee shall deem
desirable:

     (a)  Exercise Price. The exercise price per Share purchasable under an
Option shall be determined by the Committee in its sole discretion; provided
that such exercise price shall not be less than the Fair Market Value of the
Share on the date of the grant of the Option.

     (b)  Option Period. The term of each Option shall be fixed by the Committee
in its sole discretion; provided that no Incentive Stock Option shall be
exercisable after the expiration of ten years from the date the Option is
granted.

     (c)  Exercisability. Options shall be exercisable at such time or times as
determined by the Committee at or subsequent to grant. Unless otherwise
determined by the Committee at or subsequent to grant, no Incentive Stock Option
shall be exercisable until the first anniversary date of the granting of the
Incentive Stock Option.

     (d)  Method of Exercise. Subject to the other provisions of the Plan and
any applicable Award Agreement, any Option may be exercised by the Participant
in whole or in part at such time or times, and the Participant may pay the
exercise price in such form or forms, including, without limitation, payment by
delivery of cash, Shares or other consideration (including, where permitted by
law and the Committee, Awards) having a Fair Market Value on the exercise date
equal to the total exercise price, or by any combination of cash, Shares and
other consideration, as the Committee may permit.

     (e)  Incentive Stock Options. In accordance with rules and procedures
established by the Committee, the aggregate Fair Market Value (determined as of
the time of grant) of the Shares with respect to which Incentive Stock Options
held by any Participant that are exercisable for the first time by such
Participant during any calendar year under the Plan (and under any other benefit
plans of the Company or of any parent or subsidiary corporation of the Company)
shall not exceed $100,000 or, if different, the maximum limitation in effect at
the time of grant under Section 422 of the Code, or any successor provision, and
any regulations promulgated thereunder. The terms of any Incentive Stock Option
granted hereunder shall comply in all respects with the provisions of Section
422 of the Code, or any successor provision, and any regulations promulgated
thereunder.

     (f)  Form of Settlement. In its sole discretion, the Committee may provide,
at the time of grant, that the shares to be issued upon an Option's exercise
shall be in the form of Restricted Stock or other similar securities, or may
reserve the right so to provide after the time of grant, or the Committee may
provide that the Participant may elect to receive Restricted Stock upon an
Option's exercise.

     Section 7.  Restricted Stock.

     (a)  Issuance. Restricted Stock Awards may be issued hereunder to
Participants, for such consideration as the Committee may determine, not less
than the minimum consideration required by applicable law, either alone or in
addition to other Awards granted under the Plan. The provisions of Restricted
Stock Awards need not be the same with respect to each recipient.

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     (b)  Registration. Any Restricted Stock issued hereunder may be evidenced
in such manner as the Committee in its sole discretion shall deem appropriate,
including, without limitation, book- entry registration or issuance of a stock
certificate or certificates. In the event any stock certificate is issued in
respect of shares of Restricted Stock awarded under the Plan, such certificate
shall be registered in the name of the Participant, and shall bear an
appropriate legend referring to the terms, conditions, and restrictions
applicable to such Award or shall be held in escrow by the Company until all
restrictions on the Restricted Stock have lapsed.

     (c)  Forfeiture. Except as otherwise determined by the Committee at the
time of grant, upon termination of employment for any reason during the
restriction period, all shares of Restricted Stock still subject to restriction
shall be forfeited by the Participant and reacquired by the Company; provided
that in the event of a Participant's retirement, permanent disability, other
termination of employment or death, or in cases of special circumstances, the
Committee may, in its sole discretion, when it finds that a waiver would be in
the best interests of the Company, waive in whole or in part any or all
remaining restrictions with respect to such Participant's shares of Restricted
Stock.

     Section 8. Performance Awards.

     Performance Awards may be issued hereunder to Participants, for such
consideration as the Committee may determine, not less than the minimum
consideration required by applicable law, either alone or in addition to other
Awards granted under the Plan. The performance criteria to be achieved during
any Performance Period and the length of the Performance Period shall be
determined by the Committee upon the grant of each Performance Award. Except as
provided in Section 12, Performance Awards will be paid only after the end of
the relevant Performance Period. Performance Awards may be paid in cash, Shares,
other property or any combination thereof, in the sole discretion of the
Committee at the time of payment. The performance levels to be achieved for each
Performance Period and the amount of the Award to be distributed shall be
conclusively determined by the Committee. Performance Awards may be paid in a
lump sum or in installments following the close of the Performance Period or, in
accordance with procedures established by the Committee, on a deferred basis.

     Section 9. Other Stock Unit Awards.

     (a)  Stock and Administration. Other Awards of Shares and other Awards that
are valued in whole or in part by reference to, or are otherwise based on,
Shares or other property ("Other Stock Unit Awards") may be granted hereunder to
Participants, either alone or in addition to other Awards granted under the
Plan. Other Stock Unit Awards may be paid in Shares, cash or any other form of
property as the Committee shall determine. Subject to the provisions of the
Plan, the Committee shall, subject to Section 3, have sole and complete
authority to determine the Employees or Outside Directors to whom and the time
or times at which such Awards shall be made, the number of Shares to be granted
pursuant to such Awards, and all other conditions of the Awards. The provisions
of Other Stock Unit Awards need not be the same with respect to each recipient.

     (b)  Terms and Conditions. Subject to the provisions of this Plan and any
applicable Award Agreement, Shares subject to Awards made under this Section 9
may not be sold, assigned, transferred, pledged or otherwise encumbered prior to
the date on

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which the Shares are issued, or, if later, the date on which any applicable
restriction, performance or deferral period lapses. Shares granted under this
Section 9 may be issued for such consideration as the Committee may determine,
not less than the minimum consideration required by applicable law. Shares
purchased pursuant to a purchase right awarded under this Section 9 shall be
purchased for such consideration as the Committee shall in its sole discretion
determine, which shall not be less than the Fair Market Value of such Shares as
of the date such purchase right is awarded.

     Section 10.  [Deleted]

     Section 11.  Outside Directors' Shares

     Outside Directors may elect, on an annual basis, to purchase shares of any
class of common stock of the Company from the Company in lieu of receiving all
or part (in 10% increments) of their annual retainer, meeting fees and committee
meeting fees in cash. The purchase price of such shares shall be the Fair Market
Value of the stock for the last trading day of the month in which the retainer,
meeting fees, and committee meeting fees are earned.

     Commencing May 1, 1997, the annual retainer, meeting fees and committee
meeting fees payable to each Outside Director for service on the Board may, at
the election of the Outside Director (the "Annual Election"), be payable to a
trust in shares of any class of common stock of the Company. The Annual
Election: (i) shall be irrevocable in respect of the one-year period to which it
pertains (the "Plan Year") and shall specify the applicable percentage (in
increments of 10%) of such annual retainer and meeting fees that such Outside
Director wishes to direct to the trust; (ii) must be received in writing by the
administrator of the Plan by the established enrollment deadline of any year in
which this Plan is in effect in order to cause the next succeeding Plan Year's
annual retainer and fees to be subject to the provisions of this Plan; and (iii)
must specify whether the ultimate distribution of the shares of common stock to
the Outside Directors will be paid, following the Outside Director's death or
termination of Board service, in a lump sum or in equal annual payments over a
period of two to twenty years.

     The shares shall be purchased from the Company at the Fair Market Value of
the stock for the last trading day of the month in which the fees are earned and
shall be credited by the trustee to the account of the Outside Director. The
certificates for common stock shall be issued in the name of the trustee of the
trust and shall be held by such trustee in trust for the benefit of the Outside
Directors; provided, however, that each Outside Director shall be entitled to
vote the shares. The trustee shall retain all dividends (which shall be
reinvested in shares of the same class of common stock) and other distributions
paid or made with respect thereto in the trust. The shares credited to the
account of an Outside Director shall remain subject to the claims of the
Company's creditors, and the interests of the Outside Director in the trust may
not be sold, hypothecated or transferred (including, without limitation,
transferred by gift or donation) while such shares are held in the trust.

     If the Outside Director elects to receive a lump sum distribution, the
trustee of the trust shall distribute such shares of common stock free of
restrictions within 60 days after the Outside Director's termination date or a
later date elected by the Outside Director (no later than the mandatory
retirement age of the Outside Director). If the

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Outside Director elects to receive a lump sum distribution, the Outside Director
may, by delivering notice in writing to the administrator of the Plan no later
than December 31 of the year prior to the year in which the Outside Director
terminates service as a Director, elect to receive any portion or all of the
common stock in the form of cash determined by reference to the Fair Market
Value of the common stock as of the termination date. Any such notice to the
administrator must specify whether the distribution will be entirely in cash or
whether the distribution will be in a combination of common stock and cash (in
which case the applicable percentage must be specified). In the case of
termination of the Outside Director's service as a result of his death, payment
of the Outside Director's account shall be in shares of common stock and not in
cash. If an Outside Director elects to receive payments in installments, the
distribution will commence within 60 days after the Outside Director's
termination date and will be made in shares of common stock and not in cash.
Notwithstanding anything to the contrary contained herein, any fractional shares
of common stock shall be distributed in cash to the Outside Director.

     Section 12.  Change in Control.

     (a)  In order to maintain the Participants' rights in the event of any
Change in Control of the Company, as hereinafter defined, the Committee may, in
its sole discretion, as to any Award, either at the time an Award is made
hereunder or any time thereafter, take any one or more of the following actions:
(i) provide for the acceleration of any time periods relating to the exercise or
realization of any such Award so that such Award may be exercised or realized in
full on or before a date fixed by the Committee; (ii) provide for the purchase
of any such Award, upon the Participant's request, for an amount of cash equal
to the excess of the Fair Market Value of the property that could have been
received upon the exercise of such Award or realization of the Participant's
rights had such Award been currently exercisable or payable over the amount
which would have been paid, if any, by the Participant for such property; (iii)
make such adjustment to any such Award then outstanding as the Committee deems
appropriate to reflect such Change in Control; or (iv) cause any such Award then
outstanding to be assumed, or new rights substituted therefor, by the acquiring
or surviving corporation after such Change in Control. The Committee may, in its
discretion, include such further provisions and limitations in any agreement
documenting such Awards as it deems equitable and in the best interests of the
Company.

     (b)  Unless the Committee determines otherwise with respect to any Award, a
"Change in Control" shall be deemed to have occurred if (i) any person (as
defined in Section 13(d) of the Securities Exchange Act of 1934 and the rules
thereunder) other than a trustee or other fiduciary holding securities under an
employee benefit plan of the Company, and other than the Company or a
corporation owned, directly or indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of stock of the Company,
is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the
Securities Exchange Act of 1934), directly or indirectly, of securities of the
Company representing 20% or more of the combined voting power of the Company's
then outstanding securities; or (ii) during any period of two consecutive years,
individuals who at the beginning of such period constitute the Board and any new
Director (other than a Director designated by a person who has entered into an
agreement with the Company to effect a transaction described in (i) above) whose
election by the Board or nomination for election by the Company's stockholders
was approved by a vote of at least two-thirds (2/3) of the Directors then still
in office who either were Directors at

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the beginning of the period or whose election or nomination for election was
previously so approved, cease for any reason to constitute a majority thereof.

     Section 13. Amendments and Termination. The Board may amend, alter or
discontinue the Plan, but no amendment, alteration, or discontinuation shall be
made that would impair the rights of a Participant under an Award theretofore
granted, without the Participant's consent, or that without the approval of the
Stockholders would, except as is provided in Section 4(b) of the Plan, increase
the total number of Shares reserved for the purposes of the Plan.

     The Committee may amend the terms of any Award theretofore granted,
prospectively or retroactively, but no such amendment shall impair the rights of
any Participant without his consent. The Committee may also substitute new
Awards for Awards previously granted to Participants, including without
limitation previously granted Options having higher option prices.

     Section 14.  General Provisions.

     (a)  No Award shall be assignable or transferable by a Participant
otherwise than by will or by the laws of descent and distribution, except that
Restricted Stock may be used in payment of the exercise price of a stock option
issued by the Company and may be otherwise transferred in a manner that protects
the interests of the Company as the Committee may determine; provided that, if
so determined by the Committee, each Participant or Outside Director may, in the
manner established by the Committee, designate a beneficiary to exercise the
rights of the Participant or Outside Director with respect to any Award upon the
death of the Participant or Outside Director and to receive the Shares or other
property issued upon such exercise.

     (b)  The term of each Award shall be for such period from the date of its
grant as may be determined by the Committee; provided that in no event shall the
term of any Incentive Stock Option exceed a period of ten (10) years from the
date of its grant.

     (c)  No Participant shall have any claim to be granted any Award under the
Plan, and there is no obligation for uniformity of treatment of Participants
under the Plan.

     (d)  The prospective recipient of any Award under the Plan shall not, with
respect to such Award, be deemed to have become a Participant, or to have any
rights with respect to such Award, until and unless such recipient shall have
executed an agreement or other instrument evidencing the Award and delivered a
fully executed copy thereof to the Company, and otherwise complied with the then
applicable terms and conditions.

     (e)  The Committee shall be authorized to make adjustments in performance
award criteria or in the terms and conditions of other Awards in recognition of
unusual or nonrecurring events affecting the Company or its financial statements
or changes in applicable laws, regulations or accounting principles. The
Committee may correct any defect, supply any omission or reconcile any
inconsistency in the Plan or any Award in the manner and to the extent it shall
deem desirable to carry it into effect. In the event the Company shall assume
outstanding employee benefit awards or the right or obligation to make future
such awards in connection with the acquisition of another

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corporation or business entity, the Committee may, in its discretion, make such
adjustments in the terms of Awards under the Plan as it shall deem appropriate.

     (f)  The Committee shall have full power and authority to determine
whether, to what extent and under what circumstances any Award shall be canceled
or suspended. In particular, but without limitation, all outstanding Awards to
any Participant shall be canceled if the Participant, without the consent of the
Committee, while employed by the Company or after termination of such
employment, becomes associated with, employed by, renders services to, or owns
any interest in (other than any nonsubstantial interest, as determined by the
Committee), any business that is in competition with the Company or with any
business in which the Company has a substantial interest as determined by the
Committee or any one or more Senior Officers or committee of Senior Officers to
whom the authority to make such determination is delegated by the Committee.

     (g)  All certificates for Shares delivered under the Plan pursuant to any
Award shall be subject to such stock-transfer orders and other restrictions as
the Committee may deem advisable under the rules, regulations, and other
requirements of the Securities and Exchange Commission, any stock exchange upon
which the Shares are then listed, and any applicable Federal or state securities
law, and the Committee may cause a legend or legends to be put on any such
certificates to make appropriate reference to such restrictions.

     (h)  Subject to the provisions of this Plan and any Award Agreement, the
recipient of an Award may, if so determined by the Committee, be entitled to
receive, currently or on a deferred basis, interest or dividends, or interest or
dividend equivalents, with respect to the number of shares covered by the Award,
as determined by the Committee, in its sole discretion, and the Committee may
provide that such amounts (if any) shall be deemed to have been reinvested in
additional Shares or otherwise reinvested.

     (i)  Except as otherwise required in any applicable Award Agreement or by
the terms of the Plan, recipients of Awards under the Plan shall not be required
to make any payment or provide consideration other than the rendering of
services.

     (j)  The Committee may delegate to one or more Senior Officers or a
committee of Senior Officers the right to grant Awards to Employees who are not
officers or Directors of the Company and to cancel or suspend Awards to
Employees who are not officers or Directors of the Company.

     (k)  The Company shall be authorized to withhold from any Award granted or
payment due under the Plan the amount of withholding taxes due with respect to
an Award or payment hereunder and to take such other action as may be necessary
in the opinion of the Company to satisfy all obligations for the payment of such
taxes. The Company shall also be authorized to accept the delivery of Shares by
a Participant in payment for the withholding of taxes.

     (l)  Nothing contained in this Plan shall prevent the Board of Directors
from adopting other or additional compensation arrangements, subject to
stockholder approval if such approval is required; and such arrangements may be
either generally applicable or applicable only in specific cases.

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     (m)  The validity, construction, and effect of the Plan and any rules and
regulations relating to the Plan shall be determined in accordance with the laws
of the State of Kansas and applicable Federal law.

     (n)  If any provision of this Plan is or becomes or is deemed invalid,
illegal or unenforceable in any jurisdiction, or would disqualify the Plan or
any Award under any law deemed applicable by the Committee, such provision shall
be construed or deemed amended to conform to applicable laws or if it cannot be
construed or deemed amended without, in the determination of the Committee,
materially altering the intent of the Plan, it shall be stricken and the
remainder of the Plan shall remain in full force and effect.

     Section 15.  Effective Date of Plan. The Plan shall be effective as of
April 15, 1997.

     Section 16.  Term of Plan. No Award shall be granted pursuant to the Plan
after April 15, 2007, but any Award granted on or before such date may extend
beyond that date.

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