KLT GAS INC.
This Amendment 1 to KLT Gas Inc. Compensation Program is made and adopted by KLT Inc., as the sole
shareholder and designated director (the "Director") of KLT Gas Inc. (the "Corporation"), a Missouri statutory
close corporation, as of October 31, 2001.
WHEREAS, the Corporation established and adopted a certain Compensation Program dated as of January 1,
2001 (the "Plan"), which Plan administered by the Director through its President;
WHEREAS, it is in the interest of the Corporation, and consistent with the overall purpose of the Plan to induce
participants to continue employment with the Corporation, to further amend the Plan, as set forth below.
THEREFORE, the Plan is amended as follows:
1. Section 5.c. of the Plan hereby is amended and restated to read in its entirety, effective as of January 1, 2001,
c. The aggregate amount available to be distributed to employees (the "Pool") shall be 5.625% percent of the
difference between (i) the Amount Realized (as defined below) on each Affiliate or Company, as the case may
(ii) the sum of the Baseline for such Affiliate or Company, as the case may be, and an amount equal to a 10%
annual pre- tax return on such Baseline (such Baseline shall be computed, as to Affiliates existing as of the date of
initial adoption of the Plan, from the date of such adoption, and, as to Affiliates included subsequent to the Plan's
initial adoption, from the date of such subsequent inclusion. The Baseline for the Company shall be the sum of the
Baselines of its Affiliates). If the amount calculated pursuant to clause 5.c.(i) is less than the amount calculated
pursuant to clause 5.c.(ii), then the Pool shall be reduced by an amount equal to 5.625% percent of such
difference and the amounts in the employees' Incentive Accounts shall be accordingly adjusted to reflect this
reduction in the Pool.
2. Section 3.e. of the Plan hereby is amended and restated to read in its enti