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              MDC SENIOR EXECUTIVE FINANCIAL / LEGAL SERVICES PLAN
                              (SEFLSP) DESCRIPTION

1.       SERVICES ELIGIBLE FOR REIMBURSEMENT
         o        Estate Planning
         o        Investment Planning
         o        Retirement Planning
         o        Income Tax planning and return preparation
         o        Legal services as described in Attachment A

2.       EFFECTIVE DATE
         1 January 1995

3.       PLAN YEAR
         1 January through 31 December

4.       COVERED COMPONENTS
         All

5.       DETERMINATION OF PARTICIPANTS
         Program  participation  is  limited  to  MDC's  Elected  and  Executive
         Officers while on the active payroll. SEFLSP benefits will be effective
         immediately upon hire or promotion to an Elected or Executive  Officer.
         Such Officers shall not be entitled to benefits  under MDC's  Executive
         Financial Counseling Program (EFCP).

6.       REIMBURSEMENT LIMIT
         Reimbursement  will be made for the amount of fee incurred,  but not to
         exceed 4% of base  salary  during  any Plan Year.  If covered  expenses
         exceed  the  reimbursement  limit in a Plan  Year,  the  excess  may be
         carried  back and  applied to the unused  reimbursement  limit from the
         participant's  1994 EFCP account and subsequent years' SEFLSP accounts,
         or if needed,  carried  forward and  reimbursed  when and to the extent
         there is an  unused  reimbursement  limit in the  succeeding  five Plan
         Years. No commissions of any type qualify for reimbursement.

7.       REIMBURSEMENT PROCEDURE
         Requests for reimbursement are to be submitted to the  Director-Payroll
         & Pension Administration and must include a copy of counselor's invoice
         indicating  type of service  provided  and the  month(s) and year(s) in
         which the services were rendered so that  reimbursements can be charged
         to the appropriate Plan Year.  Reimbursement  will be promptly combined
         with the employee's  weekly  paycheck.  If a question exists whether or
         not a particular service is covered,  advance  determination  should be
         sought from the Plan Administrator.

8.       TAX STATUS (U.S.)
         The amount reimbursed is taxable income for Federal income tax purposes
         and generally  for state and local income tax purposes as well,  and is
         subject to payroll tax withholding.

9.       ELIGIBLE FINANCIAL COUNSELORS
         Professional  practitioners  must not be  related  to the  employee  or
         spouse in order to receive reimbursement.
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10.      PLAN ADMINISTRATOR
         Michael W. Meyer                                Phone:  (314) 234-1850
         Director-Payroll & Pension Administration       Fax:    (314) 232-3224
         P.O. Box 516
         Mail Code 100-2120
         St. Louis, MO  63166-0516

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                                  ATTACHMENT A

The following legal services if incurred by the Participant,  the  Participant's
spouse or dependent child are covered under the SEFLSP:

o    Estate planning, including development of a plan and any and all associated
     documents,   such  as  revocable  trusts,   irrevocable  insurance  trusts,
     charitable remainder trusts, family partnerships, wills, etc.

o    All matters pertaining to the purchase, refinancing or sale of a primary or
     secondary   residence,   including   review   or   preparation   of  deeds,
     purchase/sale  agreements,  mortgages and title insurance and the providing
     of tax advice (this would not include  matters  pertaining to property held
     for a business)

o    Landlord/tenant  advice and counsel  for those who are tenants  (this would
     not include suits against the landlord but would include eviction  defense;
     this also does not include matters pertaining to leased business property)

o    General document preparation, such as powers of attorney

o    Tax return preparation

o    Uncontested adoptions

o    Uncontested guardianships

o    Name changes

o    Civil  litigation  defense,  including  matters  before a court of  general
     jurisdiction or an administrative  agency in personal tax matters,  general
     civil  litigation,  suits by creditors and defense of tort  litigation (not
     covered by insurance) (some litigation defense would be excluded)

o    General  advice  and  counsel,  including  preliminary  advice on  excluded
     matters
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The following legal services are not covered under the SEFLSP:

o    All  criminal  matters,  except for  general  advice and counsel re initial
     actions to be taken and counsel recommendations

o    Admiralty, patents, copyrights and trademarks

o    Disputes  or  proceedings   involving  MDC  or  its  officers,   directors,
     subsidiaries and partners

o    Matters which the firm deems frivolous, without merit or unethical

o    Services of a spouse or dependent where the executive is an adversary

o    Employment related matters

o    Bankruptcy proceedings (because they will invariably impact MDC)

o    Tort litigation as a plaintiff

o    Divorce proceedings (again, these will invariably involve MDC)

o    Class  actions,  interventions  and  derivative  actions and amicus  curiae
     filings

o    Business,  farm, commercial or rental property transactions,  including but
     not limited to legal services which would  ordinarily be deductible for tax
     purposes as an expense of doing business (whether capitalized or not)

o    Legal disputes involving other MDC employees


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