
EXHIBIT 10.1.


     Set forth below is the text of the AMC Entertainment Inc. 1994 Stock
Option and Incentive Plan, as amended to date ( the "Incentive Plan"),
together with the Proposed Amendments being submitted to stockholders for
their approval at the Annual Meeting. Proposed deletions from the Incentive
Plan are marked through, and proposed additions are underlined.

                          AMC ENTERTAINMENT INC.

     

             1994 STOCK OPTION AND INCENTIVE PLAN, as amended

     

1. PURPOSE

    The AMC Entertainment Inc. 1994 Stock Option and Incentive Plan is
intended to incorporate stock-based and results-oriented awards into the
ongoing compensation packages of executives and managers and to thereby
increase the alignment of the interests of such persons and stockholders.
The Plan is intended to foster in participants a strong incentive to exert
maximum effort for the continued success and growth of the Company and its
Subsidiaries and the enhancement of stockholders' interests, to aid in
retaining individuals who exert such efforts and to assist in attracting
the best available individuals in the future. 

2. DEFINITIONS

    When used herein, the following terms shall have the meaning set forth
below: 

 2.1  "AMC" means American Multi-Cinema, Inc., a wholly-owned subsidiary
of the Company. 

 2.2  "Award" means an Option, a Stock Award or a Performance Unit. 

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

 2.4  A "Change of Control Event" shall be deemed to have occurred at the
first time that (a) a majority of the Board of Directors of the Company,
over a two-year period, is replaced from the directors who constituted the
Board of Directors of the Company at the beginning of such period, which
replacement shall not have been approved by the Board of Directors of the
Company (or replacement directors approved by the Board of Directors of the
Company), as constituted at the beginning of such period, or (b) a person
or entity or group of persons or entities acting in concert as a
partnership or other group (other than the DI affiliates, any Subsidiary,
any employee stock purchase plan, stock option plan or other stock
incentive plan or program, retirement plan or automatic reinvestment plan
or any substantially similar plan of the Company or any Subsidiary or any
person holding securities of the Company for or pursuant to the terms of
any such employee benefit plan) shall, as a result of a tender or exchange
offer, open market purchases, privately negotiated purchases or otherwise,
have become the beneficial owner (within the meaning of Rule 13d-3 under
the Exchange Act) of securities of the Company representing 50% or more of
the combined voting power of the then outstanding securities of the Company
ordinarily (and apart from rights accruing under special circumstances)
having the right to vote in the election of Directors. 

 2.5  "Code" means the Internal Revenue Code of 1986 as amended from time
to time. 

 2.6  "Committee" means the Board's Compensation Committee, or such other
committee of Directors as may be designated by the Board, authorized to
administer this Plan. The Committee shall consist of not fewer than two
(2) Directors and shall be constituted so as to permit the Plan to comply
with Rule 16b-3 or any successor provision of similar import. 

 2.7  "Common Stock" means the Company's Common Stock, par value 66 2 3
cents per share. 

 2.8  "Company" means AMC Entertainment Inc., a corporation organized and
existing under the laws of the State of Delaware, or such Company by
whatever name it may at the time have. 

 2.9  "DI Affiliates" means (a) Mr. Stanley H. Durwood, his spouse and any
of his lineal descendants and their respective spouses (collectively the
Durwood Family), (b) any controlled affiliate of any member of the Durwood
Family and (c) any trust for the benefit of one or more members of the
Durwood Family (whether or not any member of the Durwood Family is a
trustee of such trust) or one or more charitable organizations. 

 2.10  "Director" means a member of the Board. 

 2.11  "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time. 

 2.12  "Fair Market Value" means with respect to the Company's Shares the
closing sales price of the Shares, as reported on the American Stock
Exchange, or, if not so reported, on the NASDAQ/National Market System, or,
if not so reported, the closing sales price as reported by any other
appropriate reporting system of general circulation, on the date for which
the value is to be determined, or if there is no closing sales price on
such date, then on the last day for which transactions in Shares were so
reported prior to the date on which the value is to be determined. 

 2.13  "Grantee" means a person to whom an Award is made. 

 2.14  "Incentive Stock Option" or "ISO" means an Option awarded under the
Plan which meets the terms and conditions established by Code Section 422
and applicable regulations thereunder for such an Option. 

 2.15  "Non-Qualified Stock Option" or "NQSO" means an Option awarded under
the Plan which by its terms and conditions is not an ISO. 

 2.16  "Option" means the right to purchase, at a price, for a term, under
conditions, and for cash or other considerations (which may include a note
from the Grantee) fixed by the Committee in accordance with such
restrictions as the Plan and the Committee impose, a number of Shares
specified by the Committee (subject to limitations imposed by this Plan).
An Option can be either an ISO or NQSO or a combination thereof. 

 2.17  "Plan" means the Company's 1994 Stock Option and Incentive Plan. 

 2.18  "Performance Unit" means an Award payable only in cash and valued
by reference to designated criteria (other than Shares) established by the
Committee. 

 2.19  "Rule 16b-3" means Rule 16b-3 promulgated under the Exchange Act,
as amended from time to time. 

 2.20  "Securities Act" means the Securities Act of 1933, as amended from
time to time. 

 2.21  "Shares" means shares of the Company's Common Stock or if by reason
of the adjustment provisions hereof any rights under an Award under the
Plan pertain to any other security, such other security. 

 2.22  "Stock Award" means the grant of a right to receive, at a time or
times fixed by the Committee in accordance with the Plan and subject to
such other limitations and restrictions as the Plan and the Committee
impose, the number of Shares specified by the Committee. A Stock Award may
be either a "Performance Stock Award", under which the receipt of Shares,
subject to provisions of the Plan permitting acceleration, will be
conditioned on the attainment by the Company or a Subsidiary or a division
during a performance period of performance goals established by the
Committee, or a "Restricted Stock Award", under which the receipt of
Shares, subject to provisions of the Plan permitting acceleration, is
conditioned on the continued employment of the Grantee or such other
conditions as the Committee may impose, or both. 

 2.23  "Subsidiary" means any business, including AMC, whether or not
incorporated, in which the Company, at the time an Award is granted or in
other cases at the time of reference, owns directly or indirectly not less
than 50% of the equity interest. 

 2.24  "Successor" means the legal representative of the estate of a
deceased Grantee or the person or persons who shall acquire the right to
exercise an Option, to receive Shares issuable in satisfaction of a Stock
Award or to receive other amounts payable under an Award, by bequest or
inheritance or by reason of the death of the Grantee or pursuant to a
qualified domestic relations order as defined by the Code or Title I of the
Employment Retirement Income Security Act, or the rules thereunder, and
other transferees approved in advance by the Committee. 

 2.25  "Tax Date" means the date on which the amount of tax to be withheld
with respect to an Option or Stock Award is determined. 

 2.26  "Term" means the period during which a particular Option may be
exercised or the period during which the conditions and/or restrictions
placed on an Award are in effect. 

 2.27  "Window Period" means a period beginning on the third business day
following the date of release of a quarterly or annual summary statement
of sales and earnings of the Company and ending on the twelfth business day
following such date. 

3. ADMINISTRATION OF THE PLAN

    

     3.1  The Plan shall be administered by the Committee. 

     3.2  The Committee shall have plenary authority, subject to provisions
of the Plan, to: (a) determine when and to whom Awards shall be granted;
(b) determine the form of each Award, its Term, the amount of the Award or
the number of Shares covered by it, if any, the participation by a Grantee
in other plans, and any other terms or conditions of each such Award,
including the time and conditions of exercise or vesting; (c) determine
whether Awards will be granted singly or in combination or tandem;
(d) determine the performance goals, if any, that will be applicable to the
Award and eliminate or reduce an Award otherwise payable that is based on
performance goals; (e) accelerate the vesting, exercise, or payment of an
Award when such action(s) would be in the best interests of the Company;
and (f) take any and all other action it deems necessary or advisable for
the proper operation or administration of the Plan. The Committee also
shall have the authority to grant Awards in replacement of Awards
previously granted under the Plan or any other plan of the Company or a
Subsidiary. The Committee's actions in making Awards and fixing their size,
Term, and other terms and conditions shall be final and conclusive on all
persons. 

 3.3  The Committee shall have the sole responsibility for construing and
interpreting the Plan, for establishing (and amending) such rules and
regulations as it deems necessary or desirable for the proper
administration of the Plan, and for resolving all questions arising under
the Plan. Any decision or action taken by the Committee arising out of or
in connection with the construction, administration, interpretation and
effect of the Plan and of its rules and regulations shall, to the extent
permitted by law, be within its absolute discretion, except as otherwise
specifically provided herein, and shall be conclusive and binding upon all
Grantees, all Successors, and any other person, whether that person is
claiming under or through any Grantee or otherwise. 

 3.4  The Committee may designate one of its members as Chairman. It shall
hold its meetings at such times and places as it may determine. All
determinations of the Committee shall be made by a majority of its members.
Any determination reduced to writing and signed by all members shall be
fully as effective as if it had been made by a majority vote at a meeting
duly called and held. The Committee may make such rules and regulations for
the conduct of its business as it shall deem advisable. 

 3.5  The Committee, in its discretion, may delegate its authority and
duties under the Plan to the Chief Executive Officer and/or to other senior
officers of the Company under such conditions and/or limitations as the
Committee may establish; provided, however, that only the Committee may
establish performance goals and select and grant Awards to Grantees who are
subject to Section 16 of the Exchange Act. 

 3.6  Service on the Committee shall constitute service as a Director, so
that the members of the Committee shall be entitled to indemnification and
reimbursement as Directors pursuant to its Bylaws and to any agreements
between the Company and its Directors providing for indemnification. 

 3.7  The Committee shall regularly inform the Board as to its actions with
respect to all Awards under the Plan and the terms and conditions of such
Awards in a manner, at such times, and in such form as the Board may
reasonably request. 

4. ELIGIBILITY

    Awards may be made under the Plan to employees who are corporate or
field executives or senior managers, including executive officers of the
Company and its Subsidiaries, and other managers, including field and
theatre managers. Officers shall be employees for this purpose, whether or
not they also are Directors. A Director who is not an employee shall not
be eligible to receive an Award. Awards may be made to eligible employees
whether or not they have received prior Awards under the Plan or under any
previously adopted plan, and whether or not they are participants in other
benefit plans of the Company, AMC or any other Subsidiary. 

5. SHARES SUBJECT TO PLAN; LIMITATIONS

    

 5.1  The Company hereby reserves 1,000,000 Shares, for issuance in
connection with Awards under the Plan, subject to adjustment under Section
20. During the Plan no Grantee may receive Options to acquire more than
325,000 Shares, Stock Awards entitling the Grantee to receive more than
150,000 Shares or cash awards aggregating more than $2$2.5 million under
Performance Units. During any 12 month period no Grantee may receive
Options to acquire more than 65,000 Shares or Performance Units for cash
awards aggregating more than $400,000 under Performance Shares $800,000.
No Grantee may receive a Stock Award or Awards entitling the Grantee to
receive free of conditions more than 30,000 Shares with respect to any 12
month period, but determined on an annualized basis so that more than
30,000 Shares may be received at one time free of conditions with respect
to a performance period exceeding 12 months in duration. 

 5.2  Any Shares related to Awards which (a) terminate by expiration,
forfeiture, cancellation or otherwise without the issuance of such Shares,
or (b) are settled in cash in lieu of Shares, shall be available again for
grant under the Plan, provided the Participant received no other benefits
of ownership of such Award other than voting rights, if any.
Notwithstanding the foregoing, no Shares which are used by a Participant
for the full or partial payment to the Company of the purchase price of
Shares upon exercise of an Option, or for any withholding taxes due as a
result of such exercise, may become available for Awards under the Plan.
The Shares available for issuance under the Plan may be authorized and
unissued shares or treasury shares. 

6. GRANTING OF OPTIONS

    

 6.1  Subject to the terms of the Plan, the Committee may from time to time
grant Options to persons eligible under Section 4 above and shall designate
such Options as ISOs or NQSOs. 

 6.2  Pursuant to Code Section 422 and applicable regulations, an Option
shall not be deemed to be an ISO to the extent that the aggregate Fair
Market Value, as determined on the date or dates of grant, of Shares with
respect to which such ISO is exercisable for the first time by any
individual during any calendar year (under all stock option incentive plans
of the Company or a Subsidiary) exceeds $100,000. ISOs which first become
exercisable during a calendar year shall be taken into account in the order
granted. Options that exceed the $100,000 limit shall be treated as NQSOs. 

 6.3  The purchase price of each Share subject to Option shall be fixed by
the Committee, provided the purchase price for Shares subject to an Option
shall not be less than 100% of the Fair Market Value of the Shares on the
date the Option is granted. 

 6.4  Notwithstanding Section 6.3 above, pursuant to Code Section 422 and
applicable regulations, the minimum purchase price of an ISO shall be 110%
of the Fair Market Value of the Shares on the date the ISO is granted with
respect to Grantees who at the time of Award are deemed to own 10% or more
of the voting power of the Company's outstanding Shares. 

 6.5  Each Option shall expire and all rights to purchase Shares thereunder
shall cease on the date fixed by the Committee. 

 6.6  Notwithstanding Section 6.5 above, pursuant to Code Section 422 and
applicable regulations, an ISO shall expire and all rights to purchase
Shares thereunder shall cease no later than the fifth anniversary of the
date on which the ISO was granted with respect to Grantees who at the time
of Award are deemed to own 10% or more of the voting power of the Company,
and no later than the tenth anniversary of the date on which the ISO was
granted with respect to other Grantees. 

 6.7  No Option shall become exercisable prior to the expiration of six
months after the date of its grant, unless otherwise determined by the
Committee or permitted by the Plan, and, subject to the limitations in the
Plan, each Option shall be exercisable for the number of Shares fixed by
the Committee. 

7. STOCK AWARDS

    

 7.1  The Committee may grant eligible employees Stock Awards which shall
entitle Grantees to receive Shares in the future for no cash consideration
and which may be subject to such terms, conditions and restrictions, if
any, as the Committee may deem appropriate, including, without limitation,
satisfaction of performance goals, restrictions on transferability and
continued employment. 

 7.2  Subject to provisions of the Plan permitting acceleration, the
receipt of Shares under Stock Awards granted to persons subject to
Section 16 of the Exchange Act will be conditioned on the attainment during
a performance period of performance goals established by the Committee
based on criterion described in Section 9. 

 7.3  At the time of grant of a Stock Award, the Grantee shall receive
written evidence of the Award in such form as may be approved by the
Committee but shall not be entitled to issuance or delivery of a stock
certificate evidencing the Shares covered by the Award until the Committee
certifies that performance goals have been met and the lapse of any
restrictions that may have been imposed pursuant to the Award. Upon the
attainment of such goals and the lapse of any restrictions, a certificate
or certificates representing the number of Shares covered by the Award,
free and clear of all restrictions, shall be issued and registered in the
name of, and delivered to, the Grantee. 

 7.4  Unless otherwise determined by the Committee or provided in the Plan,
no Shares may be issued under Restricted Stock Awards unless the Grantee
remains employed by the Company or a Subsidiary for one year after the date
of the Award. 

8. PERFORMANCE UNITS

    

 8.1  The Committee may grant Awards in the form of Performance Units. 

 8.2  Amounts payable under a Performance Unit may be payable at a
specified date or dates or upon attaining performance conditions. Subject
to provisions of the Plan permitting acceleration, a Performance Unit
granted to persons subject to Section 16 of the Exchange Act will be
conditioned on the attainment during a performance period of performance
goals established by the Committee based on criteria described in Section
9. 

9. PERFORMANCE GOALS

    Performance Stock and Performance Unit Awards made to persons subject
to Section 16 of the Exchange Act shall be based on performance goals
established by the Committee not later than 90 days after the start of a
performance period of 12 months duration or longer with respect to which
such an Award is made. The Committee may not increase the compensation
payable under an Award that is otherwise due upon attainment of a
performance goal. The Committee shall certify that the performance goals
have been achieved before payment of any such Award. Performance goals
established by the Committee shall be based upon, as the Committee deems
appropriate, one or more of the following business criteria: (i) Company
or Subsidiary EBITDA (earnings before interest, taxes, depreciation and
amortization); (ii) Company or Subsidiary earnings or earnings per Share;
(iii) public market prices of Shares; (iv) division operating income, or
"DOI" (operating income less general and administrative expenses and
extraordinary expenses); (v) division level EBITDA (DOI less national film,
home office and international general and administrative expenses plus
capitalized lease adjustments; (vi) private market value of Shares on a
fully-diluted basis (assuming full exercise of all outstanding shares of
preferred stock, Class B stock, options and other rights to acquire
Shares), based on a constant multiple of theatre level EBITDA (Company
EBITDA less National Cinema Network, Inc. EBITDA), plus the book value of
National Cinema Network, Inc., cash, cash equivalents and investments and
investments in other long-term assets, less corporate borrowings,
capitalized lease obligations and the carrying value of minority interests
in other long-term liabilities; (vii) return to stockholders, measured by
increases in the market value of an investment in Shares, assuming
reinvestment of dividends received; and (viii) return on assets within a
participant's span of responsibility; and the Committee may, in its
discretion, determine whether an Award will be paid under any one or more
of such business criteria. In setting performance goals, such criteria may
be measured against one or more of the following: (i) the prior year or
years' performance of the Company, a Subsidiary, or a division or other
operations-based unit or span of a participant's responsibility; (ii) the
performance of a broad-based group of stock such as, but not limited to,
the Standard and Poor's 500 Index; and (iii) the performance of a peer
group of two or more companies. Such performance goals may be (but need not
be) different for each performance period. The Committee may set different
(or the same) goals for different Grantees and for different Awards, and
performance goals may include standards for minimum attainment, target
attainment, and maximum attainment. In all cases, however, performance
goals shall include a minimum performance standard below which no part of
the relevant Award will be earned. 

10. NON-TRANSFERABILITY OF RIGHTS

    No Except for assignments made with the Committee's prior approval, no
Award, no rights under any Award, and no payment under the Plan shall be
assignable or transferable otherwise than by will or the laws of descent
and distribution or pursuant to a qualified domestic relations order as
defined by the Code or Title I of the Employment Retirement Income Security
Act, or the rules thereunder, and the rights and the benefits of any such
Award may be exercised during the lifetime of the Grantee only by his or
her guardian or legal representative or Successor. 

11. DEATH, DISABILITY, RETIREMENT AND OTHER TERMINATION OF EMPLOYMENT

    

 11.1  Subject to the terms of the Plan, the Committee may make such
provisions concerning exercise or lapse of Awards upon the Grantee's death,
disability, retirement, or other termination of employment as it shall in
its discretion determine, provided that: 

     (a)  except as provided in paragraph (b) below, no provision shall
permit an ISO to be exercised after the date three months following the
Grantee's termination of employment, 

     (b)  no provision shall permit an Option to be exercised after the
date which is twelve months following a Grantee's death or disability, 

     (c)  no provision shall permit a NQSO to be exercised after the date
which is three years following the Grantee's retirement from the Company
or a Subsidiary, 

     (d)  except as provided in paragraphs (b) and (c) above, no provision
shall permit a NQSO to be exercised after the date which is six months
following a Grantee's termination of employment, 

     (e)  except as provided in paragraph (f) below or as permitted by
Sections 12 or 20, all Stock Awards and Performance Units shall be canceled
and forfeited if a Grantee's employment is terminated, and 

     (f)  in the event of Grantee's death, disability or retirement, the
Grantee (or his Successor) shall be entitled immediately to be issued a
certificate or certificates for all of the Shares represented by his Stock
Award(s) and to be paid amounts due under Performance Unit awards, free and
clear of all performance goal requirements and restrictions, based in each
case on the extent to which performance goals have been achieved, measured
through the date of termination. 

     For purposes of this Section 11, the term "disability" shall mean
"long term disability", as defined in the AMC Long Term Disability Plan,
or any comparable plan of the Company or AMC, or, if there is no such plan,
the inability of the Grantee to engage in any substantial gainful activity
by reason of any medically determinable physical or mental impairment which
can be expected to result in death or to last for a continuous period of
not less than twelve months as determined by the Committee based on the
opinion of a qualified physician (or other medical certificate) and other
evidence acceptable to the Committee, and the term "retirement" shall mean
"normal retirement" or, with the approval of the Committee, "early
retirement" pursuant to the applicable terms of the AMC Defined Benefit
Retirement Plan or any comparable plan of the Company or a Subsidiary
covering a Grantee. 

 11.2  Unless the Committee determines otherwise, Options which pursuant
to their terms are exercisable following termination of a Grantee's
employment: 

     (a)  may be exercised only to the extent exercisable upon the date
such employment terminates, if such termination is other than by reason of
the Grantee's death, disability or retirement, and 

     (b)  shall be accelerated if not yet vested and shall be exercisable
in full, free and clear of all restrictions, if such termination is by
reason of the Grantee's death, disability or retirement. 

 11.3  Transfers of employment between the Company and a Subsidiary, or
between Subsidiaries, shall not constitute termination of employment for
purposes of any Award. The Committee may specify in the terms and
conditions of an Award whether any authorized leave of absence or absence
for military or governmental service or for any other reason shall
constitute a termination of employment for purposes of the Award and the
Plan. 

12. PROVISIONS RELATING TO CHANGE IN CONTROL

    The Committee may provide, at the time of an Award or thereafter, that
if a Change of Control Event occurs or if termination results from such
Change of Control Event, (a) any restrictions on Stock Awards shall lapse
immediately and (b) outstanding Options shall become exercisable
immediately. The Committee may also waive, at the time of an Award or
thereafter, the satisfaction of performance goals with respect to
Performance Stock Awards and Performance Units upon the occurrence of a
Change in Control Event or upon termination resulting from a Change in
Control Event, and authorize the issuance of Shares represented by Stock
Awards or the payment of amounts under Performance Unit Awards, based in
each case on the extent to which performance goals have been achieved,
measured through the date a Change in Control Event or termination
resulting therefrom occurs. 

13. WRITING EVIDENCING AWARDS

    Each Award granted under the Plan shall be evidenced by a writing which
may, but need not, be in the form of an agreement to be signed by the
Grantee. The writing shall set forth the nature and size of the Award, its
Term, the other terms and conditions thereof, other than those set forth
in the Plan, and such other information as the Committee directs.
Acceptance of, or receipt of the benefits of, an Award by the Grantee shall
be conclusively presumed to be assent to the terms and conditions set forth
therein, whether or not the writing is in the form of an agreement to be
signed by the Grantee. 

14. EXERCISE OF RIGHTS UNDER AWARDS

    

     14.1 A person entitled to exercise an Option may do so by delivery of
a written notice to that effect specifying the number of Shares with
respect to which the Option is being exercised and any other information
the Committee may prescribe. 

     14.2 The notice of exercise shall be accompanied by payment in full
of the purchase price for any Shares to be purchased, with such payment
being made in cash, certified or bank cashier's check or money order or in
Shares having a Fair Market Value equivalent to the purchase price of such
Shares to be purchased, or a combination thereof. If approved by the
Committee, payment of the purchase price of an Option may also be made by
Note, provided that unless the Shares issued are treasury shares at least
the par value of the Shares issued shall be paid in cash or equivalent or
Shares as provided above. The Committee shall establish appropriate methods
for accepting Shares and may impose such conditions as it deems appropriate
on the use of such Shares to exercise an Option. 

     14.3 Upon exercise of an Option, or after grant of a Stock Award but
before a distribution of Shares in satisfaction thereof, the Grantee may
request in writing that the Shares to be issued in satisfaction of the
Award be issued in the name of the Grantee and another person as joint
tenants with right of survivorship or as tenants in common. 

     14.4 All notices or requests to the Company provided for herein shall
be delivered to the Secretary of the Company. 

15. EFFECTIVE DATE AND DURATION OF THE PLAN AND DATE OF AWARD

    

     15.1 The Plan shall become effective on November 10, 1994, provided
any Awards granted hereunder shall be subject to approval of any
governmental body having jurisdiction over the Company with respect to this
Plan within the time limits applicable to any such governmental approvals. 

     15.2 The Plan shall remain in effect until all Awards have been
exercised or satisfied in accordance herewith, but no Awards may be granted
under the Plan after the date of the first stockholders' meeting held in
1999 or December 31, 1999, whichever first occurs. The terms of any Award
may be amended at any time prior to the end of its Term in accordance with
and subject to the limitations of the Plan. 

     15.3 The date of an Award shall be the date on which the Committee's
determination to grant the same is final, or such later date as shall be
specified by the Committee in connection with its determination. 

16. AMENDMENTS TO AWARDS

    The Committee may at any time unilaterally amend or terminate and cash
out any unexercised or unpaid Award, whether earned or unearned, including,
but not by way of limitation, Awards earned but not yet paid, and/or
substitute another Award of the same or different type, to the extent it
deems appropriate; provided, however, that any amendment to (but not
termination of) an outstanding Award which, in the opinion of the
Committee, is materially adverse to the Grantee, or any amendment or
termination which, in the opinion of the Committee, may subject the Grantee
to liability under Section 16 of the Exchange Act, shall require the
Grantee's consent. It shall be conclusively presumed that any adjustment
for changes in capitalization as provided for herein are not adverse to a
Grantee. 

17. STOCKHOLDER STATUS

    No person shall have any rights as a stockholder by virtue of the grant
of an Award under the Plan, except with respect to Shares actually issued
to that person. 

18. POSTPONEMENT OR NON-EXERCISE

    The Company shall not be required to issue any certificate or
certificates for Shares upon the exercise of an Option or upon the vesting
of a Stock Award granted under the Plan prior to (a) the obtaining of any
approval from any governmental agency which the Company shall, in its sole
discretion, determine to be necessary or advisable, (b) the taking of any
action in order to comply with restrictions or regulations incident to the
maintenance of a public market for its Shares, and (c) the completion of
any registration or other qualification of such Shares under any state or
Federal law or rulings or regulations of any governmental body which the
Company shall, in its sole discretion, determine to be necessary or
advisable. The Company shall not be obligated by virtue of any terms and
conditions of any Award or any provisions of the Plan to recognize the
exercise of an Option or to sell or issue shares in violation of the
Securities Act or the law of any government having jurisdiction thereof.
Any postponement or delay by the Company in recognizing the exercise of any
Option or in issuing any Shares under a Stock Award or otherwise hereunder
shall not extend the Term of an Option nor shorten the Term of any
restriction attached to any Stock Award and neither the Company nor its
directors or officers shall have any obligation or liability to the Grantee
of an Award, to a Successor or to any other person with respect to any
Shares as to which the Option shall lapse because of such postponement or
as to which issuance under a Stock Award was delayed. 

19. TERMINATION, SUSPENSION OR MODIFICATION OF PLAN

    The Board may terminate, suspend or modify the Plan at any time and in
any manner, provided, however, that without stockholder approval the Board
will not adopt an amendment that requires stockholder approval under
Rule 16b-3 Section 162(m) of the Code. 

     No termination or suspension of the Plan shall adversely affect any
right acquired by any Grantee or any Successor under an Award granted
before the date of such termination or suspension except to the extent
permitted in Section 16 of the Exchange Act. 

20. ADJUSTMENTS FOR CORPORATE CHANGES

    

     20.1 In the event of a recapitalization, stock split, stock dividend,
combination or exchange of shares, merger, consolidation, rights offering,
reorganization or liquidation, or any other change in the corporate
structure or shares of the Company, the Committee may (a) make such
equitable adjustments, designed to protect against dilution or enlargement,
as it may deem appropriate in the number and kind of Shares authorized by
the Plan and, with respect to outstanding Awards, in performance goals and
in the number and kind of Shares covered thereby by Awards and in the
Option price, and (b) make such arrangements, which shall be binding upon
the holders of unexpired Options and outstanding Stock Awards, for the
substitution of new Options or Stock Awards for any unexpired Options or
Stock Awards then outstanding under the Plan or for the assumption of any
such unexpired Options and outstanding Stock Awards. 

     20.2 In the event that the Company agrees (a) to sell or otherwise
dispose of all or substantially all of the Company's assets, or (b) to be
wholly or partially liquidated, or (c) to participate in a merger,
consolidation or reorganization, or (d) to sell or otherwise dispose of
substantially all the assets of, or a majority interest in, a Subsidiary
or division, then the Committee may determine that any and all Options
granted under the Plan, in situations involving an event described in
clauses (a) through (c), and any and all Options granted to employees of
the affected Subsidiary or division, in situations described in clause (d),
shall be immediately exercisable in full, and any and all Shares issuable
pursuant to Stock Awards or cash payable under Performance Units made under
the Plan, in situations involving an event described in clauses (a) through
(c), and any and all Shares issuable pursuant to Stock Awards or cash
payable under Performance Units granted to employees of the affected
Subsidiary or division, in situations described in clause (d), shall be
immediately issuable or paid in full, as the case may be, based in each
case on the extent to which performance goals have been achieved to the
date of the event described in clause (a), (b), (c) or (d) above. The
Committee may also determine that any Options not exercised, and any Stock
Awards or Performance Units with respect to which any restrictions shall
not have lapsed or conditions shall not have been satisfied, prior to any
such event, or within such period of time thereafter (not to exceed 120
days) as the Committee shall determine, shall terminate. 

 20.3  The grant of any Award pursuant to the Plan shall not affect in any
way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure or to merge or to consolidate or to dissolve, liquidate or sell,
or transfer all or any part of its business or assets or the business,
assets or stock of a Subsidiary. 

21. NON-UNIFORM DETERMINATION

    The Committee's determination under the Plan including, without
limitation, determination of the persons to receive Awards, the form,
amount and type of Awards, the terms and provisions of Awards and the
written material evidencing such Awards, any amendments to the terms and
provisions of any Awards, and the granting or rejecting of applications for
delivery of Shares need not be uniform and may be made selectively among
otherwise eligible employees whether or not such employees are similarly
situated. 

22. TAXES

    

     22.1 The Company may pay, withhold or require a Grantee to remit to
it amounts sufficient to satisfy the Company's federal, state, local or
other tax withholding obligations attributable to any Awards after giving
notice to the person entitled to receive such amount, and the Company may
defer making payment of any Award if any such tax, charge or assessment may
be pending until indemnified to its satisfaction. 

     22.2 Subject to the consent of the Committee, in connection with
(a) the exercise of a Non-Qualified Stock Option or (b) satisfaction of
conditions and/or lapse of restrictions on a Stock Award, a Grantee may
make an irrevocable election elect to tender back to the Company Shares
received pursuant to (a) or (b), having a Fair Market Value sufficient to
satisfy all or part of the Company's total federal, state, local and other
tax withholding obligations associated with the transaction. Any such
election shall be irrevocable and, except with respect to elections
incident to death, retirement, disability or termination of employment,
must be made by a Grantee prior to the Tax Date, made by a Grantee by
delivering written notice to the Secretary of the Company together with
such information and documents as the Committee may prescribe. The
Committee may disapprove of must approve any election, may suspend or
terminate the right to make elections, or may provide with respect to any
Award under this Plan that the right to make elections shall not apply to
such Award. 

     22.3 If a Grantee is an officer of the Company and is subject to the
provisions of Section 16 of the Exchange Act, then an election to have
Shares withheld and any exercise of such right are subject to the following
additional restrictions: 

     (a)  no exercise shall be made within six months of the grant of the
Award, unless made incident to death, retirement, disability or termination
of employment; and 

     (b)  both the election and exercise must be made during a Window
Period, unless made incident to death, retirement, disability or
termination of employment, or the election must be made six months prior
to the Tax Date.

 22.4 22.3  If, pursuant to the provisions of the Code, the Tax Date of an
Award is deferred and a Grantee elects to have Shares withheld, the full
number of Option Shares or Stock Award Shares may be issued but the Grantee
shall enter into an agreement unconditionally obligating him or her to
tender back to the Company the proper number of Shares on the Tax Date. 

23. NONCOMPETITION AND FORFEITURE PROVISION

    If the Committee so determines, an Award may specify that a Grantee
shall forfeit all unexercised, unearned, and/or unpaid Awards, including,
but not limited to, Awards earned but not yet paid if, in the opinion of
the Committee, the Grantee, at any time during the period of Grantee's
employment and for one (1) year thereafter, without the written consent of
the Committee, engages directly or indirectly in any manner or capacity as
principal, agent, partner, officer, director, employee, or otherwise, in
any business or activity competitive with the business conducted by the
Company, in the geographic area in which the Company does business, or in
any manner which is inimical to the best interests of the Company. 

24. TENURE

    Nothing in the Plan or in any agreement entered into pursuant to the
Plan shall confer upon any participant the right to continue in the
employment of the Company or any Subsidiary or affect any right which the
Company or Subsidiary has to terminate the employment of such participant.
An employee terminated for cause, as determined by the Company, shall
forfeit all of his rights under the Plan, except as to Options already
exercised and Stock Awards on which restrictions have already lapsed. 

25. APPLICATION OF PROCEEDS

    The proceeds received by the Company from the sale of its Shares under
the Plan shall be used for general corporate purposes of the Company and
its Subsidiaries. 

26. OTHER ACTIONS

    Nothing in the Plan shall be construed to limit the authority of the
Company to exercise its corporate rights and powers, including, by way of
illustration and not by way of limitation, the right to grant options or
pay bonuses for proper corporate purposes otherwise than under the Plan to
any employee or any other person, firm, corporation, association or other
entity, or to grant options to, or assume options of, any person in
connection with the acquisition by purchase, lease, merger, consolidation
or otherwise, of all or any part of the business and assets of any person,
firm, corporation, association or other entity. 

27. GENDER AND NUMBER

    Except when otherwise indicated by the context, words in the masculine
gender when used in the Plan shall include the feminine gender, the
singular shall include the plural, and the plural shall include the
singular. 

28. REQUIREMENTS OF LAW, GOVERNING LAW

    The granting of Awards and the issuance of Shares shall be subject to
all applicable laws, rules and regulations, and to such approvals by any
governmental agencies or national securities exchanges as may be required.
The Plan, and all agreements hereunder, shall be construed in accordance
with and governed by the laws of the State of Missouri. 

29. EFFECT ON OTHER PLANS

    Participation in this Plan shall not affect an employee's eligibility
to participate in any other benefit or incentive plan of the Company or a
Subsidiary. Any Awards made pursuant hereto shall not be used in
determining the benefits provided under any other plan of the Company or
a Subsidiary unless specifically provided therein. 


