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                                                                 Exhibit (10)(v)


                         Directors' Deferred Fee Plan


                                   ARTICLE I
                                    PURPOSE

The purpose of the Sprint Corporation Directors' Deferred Fee Plan (hereinafter
referred to as the "Plan") is to provide funds upon termination of service or
death for Directors (and their Beneficiaries) of Sprint Corporation. It is
intended that the Plan will aid in retaining and attracting Directors of
exceptional ability by providing such Directors with a means to supplement their
standard of living.

                                  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  Account Transfer Request. "Account Transfer Request" means a written
notice, in a form prescribed by the Company, by a Participant to transfer all or
any portion of one Deferred Benefit Account to another Deferred Benefit Account
as provided for in paragraph 6.7.

2.2  Amendment of Payment Election Form. "Amendment of Payment Election Form"
means a written notice, in a form prescribed by the Company, filed with the
Company by a Participant to change the manner in which such Participant's
Deferral Benefits are to be paid.

2.3  Beneficiary. "Beneficiary" means the person, persons, or entity designated
by the Participant, as provided in Article VIII, to receive any benefits payable
under the Plan. Any Participant Beneficiary Designation shall be made in a
written instrument filed with the Company and shall become effective only when
received, accepted, and acknowledged in writing by the Company.

2.4  Board "Board" means the Board of Directors of the Company.

2.5  Committee. "Committee" means the Organization, Compensation and Nominating
Committee of the Board.

2.6  Company. "Company" means Sprint Corporation, or any successor thereto.
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2.7   Deferral Benefit. "Deferral Benefit" means the benefit payable to a
Participant on the Participant's death or termination of service as a Director,
as calculated 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 shall be maintained for each
Participant to reflect (a) separate deferral elections made pursuant to
separately executed Participation Agreements, (b) Account A, Account B, Account
D, Account AA, Account BB, and Account DD elections made by each Participant in
each such Participation Agreement, and (c) One Time Grants.

A Participant's Deferred Benefit Account shall be used solely as a device for
the measurement and determination of the amounts to be paid to the Participant
or the Participant's Beneficiary pursuant to this Plan. A Participant's Deferred
Benefit Account shall not constitute or be treated as a trust fund of any kind.

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. The last day of each calendar month shall be a Determination
Date.

2.10  Director.  "Director" means a member of the Board of Directors of the
Company who is not an employee of the Company or its subsidiaries.

2.11  Fee. "Fee" means any cash compensation paid to a Director for his services
as a Director other than a distribution under this Plan.

2.12  FON Share Unit. "FON Share Unit" means a measure of participation under
the Plan having a value based on the market value of one share of FON Common
Stock, Series 1, of the Company.

2.13  Interest Yield. "Interest Yield" means, with respect to any calendar
month, (a) in the case of balances in Account AA, three percentage points over
the composite yield on Moody's Seasoned Corporate Bond Yield Index for the
preceding calendar month as determined from Moody's Bond Record published by
Moody's Investors Services, Inc. (or any successor thereto), or, if such monthly
yield is no longer published, a substantially similar average selected by the
Company, and (b) in the case of balances in Account A, the greater of (i) the
prime rate in effect at Citibank, N.A., at the opening of business on the

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first business day of the month, or if said bank, for any reason, no longer
publishes its prime rate, the prime rate similarly determined of another major
bank selected by the Company and (ii) six percent per annum.

2.14  New Director.  "New Director" means a Director who had not accumulated at
least five years of service as a Director as of December 10, 1996 and any
Director who is first elected after such date. Each New Director is entitled to
a One Time Grant.

2.15  One Time Grant, "One Time Grant" means a one time grant to New Directors
of FON Share Units credited into Account B and PCS Share Units credited into
Account D. The number of FON Share Units and the number of PCS Share Units to be
granted to each New Director are determined by the Committee.

2.16  Participant. "Participant" means any New Director and any Director who
elects to participate by filing a Participation Agreement as provided in Article
IV.

2.17  Participation Agreement. "Participation Agreement" means the agreement, in
a form prescribed by the Company, filed by a Participant before the beginning of
the period in which the Participant's Fees are to be deferred pursuant to the
Plan. A new Participation Agreement shall be filed by the Participant for each
separate Fee deferral election.

2.18  PCS Share Unit. "PCS Share Unit" means a measure of participation under
the Plan having a value based on the market value of a share of PCS Common
Stock, Series 1, of the Company.

2.19  Plan. "Plan" means the Sprint Corporation Directors' Deferred Fee Plan as
set forth in this document. This Plan is the successor to, and comprises an
amendment and revision of, the United Telecommunications, Inc., 1985 Directors'
Deferred Fee Plan adopted February 12, 1985.

2.20  Plan Administrator.  "Plan Administrator" means the person appointed by
the Company to represent the Company in the administration of this Plan.

2.21  Plan Year. "Plan Year" means a twelve-month period commencing May 1st and
ending the following April 30th. The first Plan Year commenced May 1, 1985.

2.22  Recapitalization Date. "Recapitalization Date" means November 23, 1998.

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2.23  Share Units. "Share Units" means the Share Units credited to Accounts B
and BB prior to the recapitalization of the Company's Common Stock on the
Recapitalization Date.

2.24  Spouse. "Spouse" means a Participant's wife or husband who was lawfully
married to the Participant upon the Participant's death or severance from
service.

2.25  Transition Date. "Transition Date" means May 1, 1990.

                                  ARTICLE III
                                ADMINISTRATION


3.1   Plan Administrator; Company and Committee; Duties. This Plan shall be
administered by the Plan Administrator. Decisions of the Plan Administrator may
be reviewed by the Company through the Committee. Members of the Committee may
be Participants under this Plan. The Company shall also 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 interpretations of this Plan as may arise in connection with the Plan.

3.2   Binding Effect of Decisions. The decision or action of the Company in
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 hereunder shall be final and 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 action. The appeal will be
reviewed by the Committee, and its decision shall be final, conclusive, and
binding on the Participant and on all persons claiming by, through, or under the
Participant.

                                  ARTICLE IV
                                 PARTICIPATION

4.1   Participation. Participation in the Plan shall be limited to New Directors
and Directors, under age 70, who elect to participate in the Plan by filing a
Participation Agreement with the Company. Except as provided below, an initial
Participation Agreement must be filed no later than the March 31st immediately
preceding the Plan Year in which the Participant's participation under the
agreement will commence, and the election to

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participate shall be effective on the first day of the Plan Year following
receipt by the Company of a properly completed and executed Participation
Agreement; provided, however, that if March 31st falls on a Saturday, Sunday or
holiday, the filing date for the Participation Agreement shall be no later than
the next business day after March 31st. With respect to an individual becoming a
Director during a Plan Year who thereby becomes eligible to participate in the
Plan, an initial Participation Agreement may be filed within 30 days of the
Company's notification to the Director of the Director's eligibility to
participate, and such election to participate shall be effective on the first
day of the month following the Company's receipt thereof, except that elections
not received by the Company before the 15th day of any calendar month shall be
effective no earlier than the first day of the second month following the month
of receipt.

4.2  Amount of Deferral and Length of Participation. A Participant may elect in
any Participation Agreement to defer up to 100% of the Fees that are expected at
the time of election to be earned in the Plan Year for which the Participation
Agreement relates and all subsequent Plan Years until changed by the
Participant's filing of a new Participant Agreement, provided, the minimum
amount of Fees that may be deferred shall, in each case, be $5,000 per year or
100% of Fees payable, whichever is less.

(a)  The deferral percentage in each Participation Agreement shall be applied to
     the Participant's Fees as they are payable during the period of election.

(b)  A Participant's election to defer Fees shall be irrevocable upon the filing
     of the respective Participation Agreement; provided, however, that the
     deferral of Fees under any Participation Agreement may be suspended or
     amended as provided in paragraphs 7.3 or 9.1.

If a Participant desires to change the percentage of Fees deferred or desires to
cease deferring Fees, the Participant must file a new Participation Agreement.
Such new Participation Agreement must be filed no later than the March 31st
immediately preceding the Plan Year in which the new Participation Agreement is
to take effect, or if March 31st falls on a Saturday, Sunday or holiday, the
next business day after March 31st. The new Participation Agreement shall be
effective as to Fees paid in Plan Years beginning after the last day of the Plan
Year in which the agreement is filed with the Company. Any previously filed
Participation

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Agreement will no longer apply to the deferral of fees. Only one Participation
Agreement will be in effect for new deferrals in each Plan Year. In the event a
Participant elects to defer Fees pursuant to a new Participation Agreement, the
new election shall be treated as an arrangement for which a separate Deferred
Benefit Account shall be maintained and separate Deferral Benefits shall be
payable.

                                   ARTICLE V
                                 DEFERRED FEES

5.1  Elective Deferred Fees. The amount of Fees that a Participant elects to
defer in the Participation Agreement executed by the Participant, with respect
to each Plan Year of participation in the Plan, shall be credited by the Company
to the Participant's Deferred Benefit Account throughout each Plan Year as the
Participant is paid. The amount credited to a Participant's Deferred Benefit
Account shall equal the amount deferred, except to the extent that the Company
is required to withhold any taxes or other amounts related to the Participant's
deferred fees pursuant to any federal, state or local law. In the event
withholding is required, the amount required to be withheld shall first be taken
from the Participant's fees that have not been deferred. If these fees are not
sufficient to meet the withholding obligation, the remainder will be taken from
the amount deferred.

5.2  Vesting of Deferred Benefit Account. Participants shall be 100% vested in
their Deferred Benefit Accounts, except for the Account B and Account D
resulting from a One Time Grant. The FON Share Units and PCS Share Units granted
as part of a One Time Grant will vest at the rate of 50% on the fifth
anniversary of the Participant's election as a Director and 10% per year on the
sixth through tenth anniversaries of such election. The FON Share Units and PCS
Share Units resulting from dividend credits on such FON Share Units and PCS
Share Units will vest at the same time as such FON Share Units and PCS Share
Units vest. Any FON Share Units and PCS Share Units that have not vested at the
time of the Participant's termination of service as a Director shall be
forfeited.

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                                  ARTICLE VI
                           DEFERRED BENEFIT ACCOUNT

6.1  Determination of Account. Each 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 elective deferred Fees withheld since the immediately
preceding Determination Date pursuant to paragraph 5.1 and plus amounts credited
to the Participant's Deferred Benefit Account pursuant to paragraphs 6.4 and
6.5. The Deferred Benefit Account of each Participant shall be reduced by the
amount of all distributions, if any, made from such Deferred Benefit Account
since the preceding Determination Date.

6.2  Type of Deferral. A Participant may elect to have any portion of the amount
deferred credited to Account A (fixed income return), to Account B (FON Share
Units) or to Account D (PCS Share Units). The initial election shall be made by
a properly executed Participation Agreement. An election to change the
apportionment of deferred amounts between Accounts A, B and D may be made by a
Participant filing with the Plan Administrator a revised Participation Agreement
indicating such change on or before March 31 of each calendar year. The revised
Participation Agreement shall be deemed a continuation of the initial
Participation Agreement to which it relates. The revised Participation Agreement
shall be effective for Plan Years beginning after the date it is filed.

Deferrals in such Plan Years shall be credited in accordance with the election
of the revised Participation Agreement.

6.3  Creation of Accounts AA, BB, D, and DD.

(a)  Accounts AA and BB. As of the start of business on the Transition Date, all
     amounts standing to the credit of each Participant in Account A were
     transferred to an Account AA. As of the start of business on the Transition
     Date, amounts standing to the credit of each Participant in Account B that
     were attributable to prior transfers from Account A into Account B were
     transferred to an Account BB. The amount of such transfers was an amount
     equal to the sum of the dollar amount of all transfers from Account A to
     Account B during the period beginning on the effective date of the
     Participation Agreement and ending on the Transition Date.

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     For all purposes of this Plan, except as otherwise noted in this Plan,
     Account AA shall be treated in the same manner as Account A, and Account BB
     shall be treated in the same manner as Account B.

(b)  Accounts D and DD. As of the Recapitalization Date, there was credited to
     an Account D and DD, created for each Participant having a positive balance
     in an Account B or BB with respect to any Plan Year, a number of PCS Share
     Units determined as follows:

     (1)  one-half of a PCS Share Unit in Account D for each Share Unit in
          Account B for such Participant for such Plan Year as of the
          Recapitalization Date; and

     (2)  one-half of a PCS Share Unit in Account DD for each Share Unit in
          Account BB for such Participant for such Plan Year as of the
          Recapitalization Date.

6.4  Maintenance of Accounts A and AA. As of each Determination Date, the
Participant's Deferred Benefit Accounts A and AA shall be increased by the
amount of interest earned since the preceding Determination Date based on the
Interest Yield. Interest shall be credited on the average of the balances of the
Deferred Benefit Account on the Determination Date (before crediting the
interest) and on the last preceding 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.

6.5  Maintenance of Share Unit Accounts. Accounts B and BB and Accounts D and DD
shall maintain balances in FON Share Units and PCS Share Units, respectively.

(a)  Maintenance of Accounts B and BB.

     (1)  Conversion of Share Units into FON Share Units. As of the
          Recapitalization Date, each Share Unit in Accounts B and BB was
          converted into a FON Share Unit.

     (2)  Conversion between Dollar Amounts and FON Share Units in Accounts B
          and BB. When an amount is to be added to a Participant's Deferred
          Benefit Accounts B or BB, it shall be converted into FON Share Units,
          or fractions thereof, by dividing the amount to be credited by the
          closing

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          price of the FON Common Stock, Series 1, as reported by the New York
          Stock Exchange on the last trading day on or before the Determination
          Date. When a number of FON Share Units is to be subtracted from a
          Participant's Deferred Benefit Accounts B or BB, such number of FON
          Share Units shall be converted into a dollar amount by multiplying
          such number of FON Share Units by the closing price of the FON Common
          Stock, Series 1, as reported by the New York Stock Exchange on the
          last trading day on or before the Determination Date.

     (3)  Dividends on FON Share Units. When a dividend is declared and paid by
          the Company on its FON Common Stock, Series 1, an amount shall be
          credited to the Participant's Accounts B and BB as though the same
          dividend had been paid on the FON Share Units in such accounts as of
          the Determination Date immediately preceding the record date for the
          dividend, and such amount shall be converted to FON Share Units. Such
          amount shall be valued as of the Determination Date immediately
          following the payment of the dividend.

     (4)  Effect of Recapitalization. In the event of a stock dividend, stock
          split, or other corporate reorganization involving the FON Common
          Stock, Series 1, the Company shall make equitable adjustment to a
          Participant's Accounts B and BB as may be necessary to give effect to
          such change in the Company's capital structure.

     (5)  Conversion of FON Share Units to Dollars on Distribution. FON Share
          Units in Accounts B and BB shall be converted to an equivalent dollar
          amount before any distribution thereof to a Participant pursuant to
          Article VII. For purposes of distribution, the value of a FON Share
          Unit shall be the average closing price of the FON Common Stock,
          Series 1, on the New York Stock Exchange on the last trading day of
          each of (i) the 12 calendar months immediately preceding the date of
          distribution or (ii) the smaller number of calendar months (including
          part of a month) elapsed from the Recapitalization Date to such
          distribution. If a Participant elects payment in other than a

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          lump sum, Share Units shall be so converted to a dollar amount with
          respect to each payment made in the distribution. During the period of
          distribution, dividends and other equitable adjustments shall be
          credited to the Participant's Accounts B and BB in accordance with
          paragraphs 6.5(a)(3) and 6.5(a)(4).

     (b)  Maintenance of Accounts D and DD.

          (1)  Conversion between Dollar Amounts and PCS Share Units in Accounts
               D and DD. When an amount is to be added to a Participant's
               Deferred Benefit Accounts D or DD, it shall be converted into PCS
               Share Units, or fractions thereof, by dividing the amount to be
               credited by the closing price of the PCS Common Stock, Series 1,
               as reported by the New York Stock Exchange on the last trading
               day on or before the Determination Date. When a number of PCS
               Share Units is to be subtracted from a Participant's Deferred
               Benefit Accounts D or DD, such number of PCS Share Units shall be
               converted into a dollar amount by multiplying such number of PCS
               Share Units by the closing price of the PCS Common Stock, Series
               1, as reported by the New York Stock Exchange on the last trading
               day on or before the Determination Date.

          (2)  Dividends on PCS Share Units. When a dividend is declared and
               paid by the Company on its PCS Common Stock, Series 1, an amount
               shall be credited to the Participant's Accounts D and DD as
               though the same dividend had been paid on the PCS Share Units in
               such accounts as of the Determination Date immediately preceding
               the record date for the dividend, and such amount shall be
               converted to PCS Share Units. Such amount shall be valued as of
               the Determination Date immediately following the payment of the
               dividend.

          (3)  Effect of Recapitalization. In the event of a stock dividend,
               stock split, or other corporate reorganization involving the PCS
               Common Stock, Series 1, the Company shall make equitable
               adjustment to a Participant's Accounts D and DD as may be
               necessary to give effect to such change in the Company's capital
               structure.

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          (4)  Conversion of PCS Share Units to Dollars on Distribution. PCS
               Share Units in Accounts D and DD shall be converted to an
               equivalent dollar amount before any distribution thereof to a
               Participant pursuant to Article VII. For purposes of
               distribution, the value of a PCS Share Unit shall be the average
               closing price of the PCS Common Stock, Series 1, on the New York
               Stock Exchange on the last trading day of each of (i) the 12
               calendar months immediately preceding the date of distribution or
               (ii) the smaller number of calendar months (including part of a
               month) elapsed from the Recapitalization Date to such
               distribution. If a Participant elects payment in other than a
               lump sum, PCS Share Units shall be so converted to a dollar
               amount with respect to each payment made in the distribution.
               During the period of distribution, dividends and other equitable
               adjustments shall be credited to the Participant's Accounts D,
               and DD in accordance with paragraphs 6.5(b)(2) and 6.5(b)(3).

6.6  Statement of Accounts. The Company shall submit to each Participant, within
120 days after the close of each Plan Year, a statement in such form as the
Company deems desirable, setting forth the balance to the credit of such
Participant in the Participant's Deferred Benefit Accounts A and AA, B and BB,
and D and DD, in each case as of the last day of the preceding Plan Year.

6.7  Transfer Between Accounts. Within the limitations of this paragraph 6.7, a
Participant may elect, by executing an Account Transfer Request: (1) to transfer
all or any portion of the Participant's Account A to Account B or Account D, (2)
to transfer all or any portion of the Participant's Account B to Account A or
Account D, (3) to transfer all or any portion of the Participant's Account D to
Account A or Account B, (4) to transfer all or any portion of the Participant's
Account AA to Account BB or Account DD, (5) to transfer all or any portion of
his Account BB to Account AA or Account DD, and (6) to transfer all or any
portion of his Account DD to Account AA or Account BB. Such election shall be
effective on the last day of the calendar month in which the Plan Administrator
receives the Participant's executed Account Transfer Request. Transfers may not
be made more than four times in any Plan Year, and no such transfer may be made
unless a period of at least three months shall have elapsed from the effective
date of the most recent such

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transfer (whether it occurred in the current Plan Year or not) to the effective
date of the current transfer. No part of the Account B or the Account D
resulting from a One Time Grant may be transferred to any other account.

                                  ARTICLE VII
                                   BENEFITS

7.1  Termination of Service as Director. Subject to paragraph 7.4 below, upon
any termination of service of the Participant for reasons other than the
Participant's death, the Company shall pay to the Participant a Deferral Benefit
equal to the amount of the Participant's Deferred Benefit Account determined
under paragraph 6.1 thereof, but excluding any unvested FON Share Units or PCS
Share Units.

7.2  Death. If a Participant dies after the commencement of payments of the
Participant's Deferral Benefit, the Participant's Beneficiary shall continue to
receive the remaining balance of the Participant's Deferred Benefit Account in
accordance with the Participant's election pursuant to paragraph 7.4.

If a Participant dies before any payments of a Deferral Benefit, the amounts to
which the Participant's Beneficiary is entitled shall be determined as follows:

(a)  Accounts A, B, BB, D, and DD shall be the Deferred Benefit Account values
     thereof excluding any unvested FON Share Units or PCS Share Units, and

(b)  Account AA shall be the greater of (i) the Deferred Benefit Account value
     thereof and (ii) ten times the amount of the elected annual fee deferral
     allocated to Account AA pursuant to the Participation Agreement as revised
     on the date of the Participant's death, subject to such conditions relating
     to the Participant's health as the Company may impose.

The Deferral Benefit shall be payable as provided for in paragraph 7.4.

If a Participant's Beneficiary dies before payments of the Participant's
Deferral Benefit are complete, payments will continue to be made to the estate
of the beneficiary in accordance with the Participant's election pursuant to
paragraph 7.4.

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The Deferral Benefit provided above shall be in lieu of all other benefits under
this Plan.

7.3  Suspension of Participation; Failure to Continue Participation. The
Committee, in its sole discretion, may suspend the deferral of a Participant's
Fees upon the advanced written request of a Participant on account of financial
hardship suffered by that Participant. A Participant must file any request for
suspension on or before the 15th day preceding the regular payment date on which
the suspension is to take effect. The Committee, in its sole discretion, shall
determine the amount, if any, that will not be deferred by the Participant as a
result of the financial hardship. The suspension of any deferrals under this
paragraph shall not affect amounts deferred with respect to periods before the
effective date of the suspension. A Participant whose deferrals are suspended
may not execute a subsequent Participation Agreement that would take effect
before the beginning of the third Plan Year following the close of the Plan Year
in which the suspension first took effect.

7.4  Form of Benefit Payment

(a)  Upon the happening of an event described in paragraphs 7.1 or 7.2 above,
     the Company shall pay to the Participant or the Participant's Beneficiary
     the amount specified therein (at a time designated in the Participation
     Agreement, but commencing no later than the Company's mandatory termination
     date for Directors) in one of the following forms as elected by the
     Participant, either in the Participation Agreement or the Amendment of
     Payment Election Form filed by the Participant:

     (1)  a lump sum payment.

     (2)  with respect to balances in Accounts A and AA, an annual payment of a
          fixed amount that shall amortize the Deferred Benefit Account balance
          in equal annual payments of principal and interest over a period from
          2 to 20 years. For purposes of determining the amount of the annual
          payment, the assumed rate of interest on Accounts A and AA shall be
          the average of the applicable Interest Yield as of each Determination
          Date for the 60 months preceding the initial annual installment
          payment.

     (3)  with respect to balances in Accounts B and BB, an annual payment over
          a period from 2 to 20 years. Each payment

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          shall be the value, as determined pursuant to paragraph 6.5(a)(5), of
          the number of FON Share Units equal to (i) the number of FON Share
          Units in the accounts on the Determination Date immediately following
          the event described in paragraphs 7.1 or 7.2, divided by (ii) the
          number of annual installments elected.

          During the period that a Participant is receiving a distribution from
          Account B or BB, FON Share Unit dividends will be added to the
          Accounts in accordance with subparagraph 6.5(a)(3). Such FON Share
          Unit dividends shall be valued in the same manner as previously
          described, and the value of all such FON Share Units accruing after a
          distribution from Accounts B or BB is made shall be paid to the
          Participant with the next distribution from the account.

     (4)  With respect to balances in Accounts D and DD, an annual payment over
          a period from 2 to 20 years. Each payment shall be the value, as
          determined pursuant to paragraph 6.5(b)(4), of the number of PCS Share
          Units equal to (i) the number of PCS Share Units in the accounts on
          the Determination Date immediately following the event described in
          paragraphs 7.1 or 7.2, divided by (ii) the number of annual
          installments elected.

          During the period that a Participant is receiving a distribution from
          Account D or DD, PCS Share Unit dividends will be added to the
          Accounts in accordance with subparagraph 6.5(b)(2) hereof. Such PCS
          Share Unit dividends shall be valued in the same manner as previously
          described, and the value of all such PCS Share Units accruing after a
          distribution from Accounts D or DD is made shall be paid to the
          Participant with the next distribution from the account.

(b)  A Participant may change the form in which the Participant's benefits shall
     be paid by filing an Amendment of Payment Election Form indicating such
     change at least 13 months before the date upon which the initial payment to
     be made is determined. No such Amendment of Payment Election Form shall
     change the amount elected to be deferred in the Participation Agreement to
     which it relates, nor the time elected for commencement of benefit
     payments.

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(c)  In the absence of a Participant's election under subparagraph 7.4(a),
     benefits shall be paid in the form specified in subparagraphs 7.4(a)(2),
     7.4(a)(3), and 7.4(a)(4) over a 15 year period.

7.5  Withholding; Payroll Taxes. To the extent required by the law in effect at
the time payments are made, the Company shall withhold from payments made
hereunder any taxes required to be withheld from a Director's fees for the
federal or any state or local government.

7.6  Commencement of Payments. Unless otherwise provided, payments under this
Plan shall begin within 60 days following receipt of notice by the Company of an
event that entitles a Participant (or a Beneficiary) to payments under this
Plan, or at such earlier date as may be determined by the Company pursuant to
the terms of the Plan. All payments shall be made as of the first day of the
month.

                                 ARTICLE VIII
                            BENEFICIARY DESIGNATION

8.1  Beneficiary Designation. Each Participant shall have the right, at any
time, to designate any person or persons as the Participant's Beneficiary or
Beneficiaries (both principal as well as contingent) to whom payment under this
Plan shall be paid in the event of the Participant's death before complete
distribution to the Participant of the benefits due the Participant under the
Plan.

8.2  Amendments. Any Beneficiary Designation may be changed by a Participant by
the written filing of such change on a form prescribed by the Company. 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 the Participant in the first of the following
classes in which there is a survivor, share and share alike:

(a)  The surviving Spouse;

(b)  The Participant's children, 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;

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

8.4  Effect of Payment. The payment to the Participant's Beneficiary or the
Beneficiaries' estate shall completely discharge the Company's obligations
relating to the Participant under this Plan.

                                  ARTICLE IX
                       AMENDMENT AND TERMINATION OF PLAN

9.1  Amendment. The Board may at any time amend the Plan in whole or in part;
provided, however, that no amendment shall be effective to decrease or restrict
any Deferred Benefit Account at the time of such amendment.

9.2  Right to Terminate. The Board may at any time terminate the Plan with
respect to new elections to defer if, in its judgment, the continuance of the
Plan, the tax, accounting, or other effects thereof, or potential payments
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,
each Participant (a) who is then receiving a Deferral Benefit shall be paid in a
lump sum, or over such period of time as determined by the Company, the then
remaining balance in the Participant's Deferred Benefit Account, and (b) who has
not received a Deferral Benefit shall be paid in a lump sum, or over such period
of time as determined by the Company, the balance in the Participant's Deferred
Benefit Account.

                                   ARTICLE X
                                 MISCELLANEOUS

10.1 Unsecured General Creditor. Participants and their Beneficiaries shall have
no legal or equitable rights, claims, or interests in any property or assets of
the Company or its subsidiaries, 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 that may be acquired by the Company
("Policies"). Such Policies or other assets of the Company and its subsidiaries
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 fulfilling of
the obligations of the Company under this Plan. Any and all of such assets and
Policies shall be and remain the general, unpledged, unrestricted assets of the
Company and

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its subsidiaries. The Company's obligation under the Plan shall be merely that
of an unfunded and unsecured promise of the Company to pay money in the future.

10.2 Nonassignability. Neither a Participant 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 amounts, if any, payable hereunder, or any part thereof, which are, and all
rights to which are, expressly declared to be unassignable and non-transferable.
No part of the amounts payable shall, before actual payment, 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 Service. The terms and conditions of this Plan shall not
be deemed to constitute a contract of service between the Company and the
Participant, and the Participant (or the 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 to be retained as a Director.

10.4 Protective Provisions. A Participant will cooperate with the Company by
furnishing any and all information requested by the Company, in order to
facilitate the payment of benefits hereunder, by taking such physical
examinations as the Company may deem necessary, and by taking such other action
as may be requested by the Company.

10.5 Applicable Law. The Plan, and any Participation Agreement related thereto,
shall be governed by the laws of the State of Kansas, without regard to the
principles of conflicts of law.

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