LONE STAR STEAKHOUSE & SALOON INC
COULTER TERMINATION AGREEMENT
<DOCUMENT>
<TYPE>EX-10.13
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>COULTER TERMINATION AGREEMENT
<TEXT>


                           CHANGE OF CONTROL CONTRACT



                       LONE STAR STEAKHOUSE & SALOON, INC.
                            224 E. DOUGLAS, SUITE 700
                              WICHITA, KANSAS 67202


                                  CONFIDENTIAL


January 3, 2001



Jamie B. Coulter
5251 Spring Valley Road
Dallas, Texas 75240

Dear Mr. Coulter:

         A. It is  expected  that  Lone Star  Steakhouse  &  Saloon,  Inc.  (the
"Company")  from time to time will consider the possibility of an acquisition by
another company or other change of control (as hereinafter  defined).  The Board
of  Directors  of  the  Company  recognizes  that  such  consideration  can be a
distraction  to you  and  can  cause  you  to  consider  alternative  employment
opportunities.  The Board of  Directors  has  determined  that it is in the best
interests  of the Company and its  stockholders  to assure that the Company will
have your continued dedication and objectivity, notwithstanding the possibility,
threat or occurrence of a Change of Control of the Company.

         B. The Board of Directors  believes that it is in the best interests of
the Company and its  stockholders  to provide you with an  incentive to continue
his or her  employment  and to motivate you to maximize the value of the Company
upon a Change of Control for the benefit of its stockholders.

         C. The Board believes that it is imperative to provide you with certain
severance  benefits  upon a Change of Control  that  provide  you with  enhanced
financial security and incentive and


<PAGE>



encouragement to you to remain with the Company  notwithstanding the possibility
of a Change of Control.

         Therefore the Board of Directors of the Company has determined  that it
is in the best  interests of the Company and its  stockholders  to offer you the
following  agreement (the "Agreement") which provides you with certain severance
payments and benefits upon a Change of Control.

                                    ARTICLE I
                                   DEFINITIONS

         1.1      Definitions

                  Whenever used in this  Agreement,  the  following  capitalized
terms  shall  have  the  meanings  set  forth  in this  Section,  certain  other
capitalized terms being defined elsewhere in this Agreement:

                  (a)  "Annualized  Compensation"  means  the  sum of  (i)  your
highest level of Compensation  (exclusive of any bonus(es))  within one (1) year
of the date on which your employment  terminates and (ii) the bonus(es) included
in the definition of "Compensation".

                  (b) "Beneficial Owner" shall have the meaning ascribed to such
term in Rule 13d-3 promulgated under the Exchange Act.

                  (c) "Board of  Directors"  means the Board of Directors of the
Company.

                  (d) "Change of Control" of the Company  means and includes any
of the following:

                      (i) Any person or "Group" (as defined in Section  13(d) of
the Exchange  Act),  excluding for this purpose the Company or any Subsidiary of
the Company,  or any employee  benefit plan of the Company or any  Subsidiary of
the Company, or any person or entity organized,  appointed or established by the
Company  for or  pursuant  to the terms of such plan which  acquires  beneficial
ownership of voting  securities  of the Company,  is or becomes the  "beneficial
owner" (as defined in Rule 13d-3 under the Exchange  Act) directly or indirectly
of securities of the

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Company  representing  thirty percent (30%) or more of the combined voting power
of the Company's then outstanding securities;  provided, however, that no Change
of Control shall be deemed to have occurred as the result of an  acquisition  of
securities of the Company by the Company which, by reducing the number of voting
securities  outstanding,  increases the direct or indirect beneficial  ownership
interest of any person to thirty  percent  (30%) or more of the combined  voting
power of the Company's then outstanding securities,  but any subsequent increase
in the direct or indirect beneficial  ownership interest of such a person in the
Company  shall be deemed a Change of Control;  and provided  further that if the
Board of Directors of the Company determines in good faith that a person who has
become the beneficial  owner directly or indirectly of securities of the Company
representing  thirty  percent (30%) or more of the combined  voting power of the
Company's then outstanding  securities has  inadvertently  reached that level of
ownership  interest,  and if such person  divests as promptly as  practicable  a
sufficient  amount of securities of the Company so that the person no longer has
a direct or indirect beneficial ownership in thirty percent (30%) or more of the
combined  voting power of the Company's  then  outstanding  securities,  then no
Change of Control shall be deemed to have occurred;

                      (ii) The  individuals  who,  as of January  3,  2001,  are
members of the Company's Board of Directors (the "Existing  Directors"),  cease,
at or prior to  January  3,  2003,  for any  reason,  to  constitute  at least a
majority of the number of  authorized  directors of the Company as determined in
the manner prescribed in the Company's  Certificate of Incorporation and Bylaws;
provided,  however,  that if the election,  or nomination  for election,  by the
Company's  stockholders of any new director was approved by a vote of at least a
majority of the Existing  Directors,  such new director  shall be  considered an
Existing  Director;  provided  further,  however,  that no  individual  shall be
considered an Existing Director if such individual initially assumed office as a
result of either an actual or  threatened  election  contest or other  actual or
threatened  solicitation  of  proxies  by or on behalf of anyone  other than the
Board of Directors  (a "Proxy  Contest"),  including by reason of any  agreement
intended to avoid or settle any election contest or Proxy Contest.


                                       -3-

<PAGE>


                      (iii)  Consummation  of (1) an  agreement  for  the  sale,
assignment,  lease  conveyance  or other  disposition  of the  Company or all or
substantially all of the Company's assets,  (2) a plan of merger,  consolidation
or reorganization  of the Company with any other corporation  whether or not the
Company  is the  person  surviving  or  resulting  therefrom,  or (3) a  similar
transaction  or series of  transactions  involving the Company (any  transaction
described in parts(1) through (3) of this  subparagraph  (iii) being referred to
as a  "Transaction"),  in each case  unless  after  such a  Transaction  (x) the
shareholders of the Company  immediately  prior to the  Transaction  continue to
own,  directly or  indirectly,  more than fifty  percent  (50%) of the  combined
voting  power  of the  then  outstanding  voting  securities  entitled  to  vote
generally  in the  election  of  directors  of the  new  (or  continued)  entity
(including,  but not by way of  limitation,  an entity which as a result of such
transaction owns the Company or all or substantially all of the Company's former
assets either directly or through one or more  subsidiaries)  immediately  after
such Transaction, in substantially the same proportion as their ownership of the
Company  immediately  prior to such  Transaction,  (y) no person  (excluding any
entity  resulting from such Transaction or any employee benefit plan (or related
trust)  of the  Company  or of such  entity  resulting  from  such  Transaction)
beneficially owns,  directly or indirectly,  twenty percent (20%) or more of the
then combined  voting power of the then  outstanding  voting  securities of such
entity,  except  to  the  extent  that  such  ownership  existed  prior  to  the
Transaction,  and  (z) at  least a  majority  of the  members  of the  board  of
directors of the entity resulting from such Transaction were Existing  Directors
at the time of the execution of the initial  agreement,  or of the action of the
Board, providing for such Transaction; or

                      (iv)  Approval  by the  shareholders  of the  Company of a
complete liquidation or dissolution of the Company.

                      Any other  provision  of this  Agreement  to the  contrary
notwithstanding,  a "Change  of  Control"  shall  not  include  any  transaction
described in subparagraph  (i) or (iii),  above,  where, in connection with such
transaction,  you and/or  any party  acting in  concert  with you  substantially
increases your or its, as the case may be, ownership  interest in the Company or
a successor to the Company.


                                       -4-

<PAGE>


                  (e)  "Company"  means Lone Star  Steakhouse & Saloon,  Inc., a
Delaware corporation, and any successor or assignee as provided in Article IV.

                  (f) "Compensation"  means and includes all of your base salary
attributable to your employment with the Company and/or any of its  Subsidiaries
as reported in the W-2 prepared by the Company  (other than income  attributable
to the exercise of stock options). In addition,  Compensation shall include, but
not be limited to, any  amounts  excludable  from your gross  income for federal
income tax  purposes  pursuant to Section 125 or Section  401(k) of the Internal
Revenue  Code of 1986,  as  amended,  or  deferred  pursuant  to any  Company or
Subsidiary plan or program  including any matching  contributions by the Company
plus your target cash bonus under all  performance-related  criteria  (including
personal  objectives)  applicable prior to the Change of Control, for the fiscal
year  during  which  a  Change  of  Control  occurs,   and  other  regular  cash
compensations or reimbursements of non-business expenses, if any, including, but
not limited to, automobile allowance and gasoline reimbursement.

                  (g)  "Disability"  means a physical or mental  infirmity which
substantially  impairs your ability to perform your material duties for a period
of at least one hundred eighty (180) consecutive  calendar days and, as a result
of such Disability,  you have not returned to your full-time regular  employment
or officership prior to termination.

                  (h) "ERISA" means the Employee  Retirement Income Security Act
of 1974, as amended.

                  (i) "Exchange Act" means the Securities  Exchange Act of 1934,
as amended.

                  (j) "Just Cause" means the  termination of your  employment or
officership as a result of fraud,  misappropriation  of or intentional  material
damage to the property or business of the Company  (including its Subsidiaries),
or conviction of a felony.

                  (k) "Person"  shall have the meaning  ascribed to such term in
Section  3 of the  Exchange  Act  and  the  rules  and  regulations  promulgated
thereunder.

                                       -5-

<PAGE>


                  (l)  "Severance   Payment"  means  the  payment  of  severance
compensation as provided in Article II.

                  (m)  "Subsidiary"  means any  corporation  or other Person,  a
majority of the voting power,  equity  securities or equity interest of which is
owned directly or indirectly by the Company.

                                   ARTICLE II
                               SEVERANCE PAYMENTS


         2.1      Right to Severance Payment

                  You shall be entitled to receive a Severance  Payment from the
Company within five days after such Change of Control in the amount  provided in
Section  2.2 if there has been a Change of Control of the Company and you are an
active  employee  or an  officer  of the  Company  at the time of the  Change of
Control.  For purposes of determining  whether you are an active  employee or an
officer of the Company at the time of the Change of  Control,  you will still be
considered  to be an  active  employee  or  officer  if you are on  sick  leave,
military  leave or any other leave of absence  approved by the Company or any of
its Subsidiaries.


         2.2      Amount of Severance Payment and Replacement of Options

                  (a) If you become  entitled to a Severance  Payment under this
Agreement,  you shall  receive a lump sum payment equal to 2.99 times one year's
Annualized Compensation.

                  (b) The  Severance  Payment  otherwise  calculated  under this
Section  2.2 shall be reduced by the amount of cash  severance-type  benefits to
which you may be  entitled  pursuant  to any other  severance  plan,  agreement,
policy or program of the Company or any of its  Subsidiaries;  provided  that if
the amount of cash severance  benefits  payable under such other severance plan,
agreement, policy or program is greater than the amount payable pursuant to this
Agreement,  you will be entitled to receive the amounts payable under such other
plan, agreement,  policy or program. Without limiting other payments which would
not constitute "cash severance-type benefits" hereunder, any cash


                                       -6-

<PAGE>


settlement  of  stock  options,   accelerated   vesting  of  stock  options  and
retirement,  pension  and other  similar  benefits  shall not  constitute  "cash
severance-type benefits" for purposes of this Section 2.2(b).

                  (c)  Notwithstanding  any  provision  in  the  Company's  1992
Incentive and Non-Qualified  Stock Option Plan, as amended, or in this Agreement
in the event there is a Change of Control, the Company shall, at no cost to you,
replace any and all stock options  granted by the Company and held by you at the
time of the Change of Control,  whether or not vested,  with an equal  number of
unrestricted  and fully vested stock options to purchase shares of the Company's
Common Stock (the "Option Replacement").

                      Alternatively,  in the  event of a Change  of  Control  in
Section  2.1  hereof,  in lieu of the  Option  Replacement,  you  may  elect  to
surrender  your rights to such  options,  and upon such  surrender,  the Company
shall pay to you either an amount in cash per stock  option then held,  which is
the  greater  of (i) the  average  price per share paid in  connection  with the
acquisition  of  control of the  Company if such  control  was  acquired  by the
payment of cash or the then fair market value of the consideration paid for such
shares if such control was acquired for consideration  other than cash, (ii) the
price per share  paid in  connection  with any  tender  offer for  shares of the
Company's  Common Stock  leading to control,  or (iii) the mean between the high
and low  selling  price of such  stock on the  Nasdaq  National  Market or other
market on which the  Company's  Common Stock is then traded on the date on which
you are entitled to a Severance Payment.

         2.3      Gross-Up Payment

                  If it shall be determined  that any payment or distribution by
the Company to or for the benefit of you pursuant to this  Agreement,  including
any  payments  made  pursuant  to  Articles V and VI of this  Agreement(a  "Base
Payment")  would be  subject to the excise  tax (the  "Excise  Tax")  imposed by
Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), then
you shall be entitled to receive an additional payment (the "Gross-Up  Payment")
in an amount such that the net amount retained by you, after the calculation and
deduction of any Excise Tax on the Base Payment and any federal, state, and

                                       -7-

<PAGE>


local taxes and Excise Tax on the Gross-Up  Payment,  shall be equal to the Base
Payment.  In  determining  this  amount,  the  amount  of the  Gross-Up  Payment
attributable  to federal income taxes shall be reduced by the maximum  reduction
in federal  income taxes that could be obtained by the  deduction of the portion
of the Gross-Up Payment  attributable to state and local income taxes.  Finally,
the  Gross-Up  Payment  shall be  reduced  by income or excise  tax  withholding
payments made by the Company to any federal,  state,  or local taxing  authority
with respect to the Gross-Up  Payment that were not deducted  from  compensation
payable to you.

                  All determinations required to be made under this Section 2.3,
including  whether and when a Gross-Up  Payment is required,  the amount of such
Gross-Up  Payment,  and the  assumptions  to be  utilized  in  arriving  at such
determination,  except  as  specified  above,  shall  be made  by the  Company's
independent  auditor immediately prior to the date of the Change of Control (the
"Accounting Firm"), which shall provide detailed supporting calculations both to
the  Company  and you within  fifteen  (15)  business  days after the receipt of
notice from you that there should be a Gross-Up  Payment.  The  determination of
tax liability made by the Accounting Firm shall be subject to review by your tax
advisor,  and if your tax advisor does not agree with the determination  reached
by the  Accounting  Firm,  then the  Accounting  Firm and your tax advisor shall
jointly  designate a nationally  recognized  public accounting firm, which shall
make the  determination.  All  fees  and  expenses  of the  accountants  and tax
advisors  retained by either you or the Company  shall be borne by the  Company.
Any  Gross-Up  Payment  shall be paid by the Company to you within five (5) days
after  the  receipt  of  the  determination.  Any  determination  by  a  jointly
designated public accounting firm shall be binding upon the Company and you.

                  As a result of uncertainty in the  application of Section 4999
of the Code at the time of the initial determination  hereunder,  it is possible
that  Gross-Up  Payments will not have been made by the Company that should have
been  made  consistent  with  the  calculations  required  to be made  hereunder
("Underpayment").  In the  event  that you  thereafter  are  required  to make a
payment of any Excise Tax, any such  Underpayment  shall be promptly paid by the
Company to or for the benefit of you along with any Gross-Up  thereon to relieve
you of 100% of the

                                       -8-

<PAGE>


cost of any  Excise  Tax  and  other  Federal,  state  and  local  taxes  on the
Underpayment.

         2.4      No Duty of Mitigation

                  The Company  acknowledges  that it would be very difficult and
generally impracticable to determine your ability to, or the extent to which you
may,  mitigate  any damages or injuries you may incur by reason of the Change of
Control. The Company has taken this into account in entering into this Agreement
and,  accordingly,  the Company  acknowledges  and agrees that you shall have no
duty to mitigate any such damages and that you shall be entitled to receive your
entire  Severance  Payment  regardless  of any income which you may receive from
other sources following any Change of Control.



                                       -9-

<PAGE>


         2.5      Payment in the Event of Death

                  If you should die before all amounts  payable to you have been
paid, such unpaid amounts shall be paid to your beneficiary under this Agreement
or, if you have not designated such a beneficiary in writing to the Company,  to
the personal representative(s) of your estate. For purposes of this Section 2.5,
you  may  designate  an  intervivos  revocable  living  grantor  trust  as  your
beneficiary.

         2.6      Life and Health Insurance Coverage; Physical

                  If you are  entitled  to  receive a  Severance  Payment  under
Section  2.1,  you will also be  entitled to receive  the  following  additional
benefits:

                  (a) Life insurance coverage for you and your dependents having
a face  amount at least equal to the greater of (i) the amount in effect for you
(in your case) and/or your  dependents  (in the case of your  dependents) on the
date of the  Change of  Control,  or (ii) the  amount in effect for you (in your
case)  and/or  your  dependents  (in the case  your  dependents)  on the date of
termination  of service,  such  coverage  to be provided  under the same plan or
plans  under  which you (in your case) or your  dependents  (in the case of your
dependents) were covered immediately prior to the termination of your employment
or officership or  substantially  similar plan(s)  established by the Company or
any of its Subsidiaries  thereafter.  Such life insurance coverage shall be paid
for by the  Company  to the same  extent as if you were  still  employed  by the
Company and you will be required to make such  payments as you would be required
to make if you were still  employed by the Company.  This coverage will continue
for the period hereinafter provided.

                  (b) Health insurance coverage  (including any dental coverage,
if any) for you and your dependents under the same plan or plans under which you
were  covered  immediately  prior  to the  termination  of  your  employment  or
officership or substantially  similar plan(s)  established by the Company or any
of its Subsidiaries thereafter. Such health insurance coverage shall be paid for
by the Company to the same extent as if you were still  employed by the Company,
and you will be required to make such

                                      -10-

<PAGE>

payments  as you would be  required  to make if you were still  employed  by the
Company. This coverage will continue for the period hereinafter provided.

                  (c) Payment for one physical  examination,  to be performed by
the physician of your choice.

                  (d)  The  benefits  provided  under  this  Section  2.6  shall
continue for a period of two (2) years following the date of termination of your
employment or such longer period as provided in any agreement relating to any of
such benefits between you and the Company; provided,  however, that the benefits
for medical  coverage under the provisions of Section 2.6(b) shall end as of the
date you become  covered  under any other group health plan that you do not have
as of the date of the  Change of Control  and any other  group  health  plan not
maintained by the Company or any of its  Subsidiaries  which  provides  equal or
greater  benefits  than such plan and which does not  exclude  any  pre-existing
condition that you or your dependents may have at that time.

         2.7      Miscellaneous

                  If you are  entitled  to  receive a  Severance  Payment  under
Section 2.1, and at the time of the  occurrence  of a Change of Control you were
the primary user of a Company or Subsidiary  automobile that was provided to you
at the expense of the Company or any of its Subsidiaries,  the Company will take
all action to  transfer  ownership  of the  automobile  to you at no cost to you
other than any income,  FICA or medicare  tax due on the value  thereof.  If the
automobile  has been leased by the Company or any of its  Subsidiaries,  from an
unrelated  third party,  the Company will,  at your written  request made within
thirty  (30)  calender  days after you become  entitled  to receive a  Severance
Payment  hereunder,  promptly use its best efforts to have the applicable  lease
assigned to you.

         2.8      Withholding of Taxes

                  The Company may withhold  from any amounts  payable under this
Agreement all federal,  state, city or other taxes required by applicable law to
be withheld by the Company.

                                      -11-

<PAGE>

        2.9       No Setoff

                  The  Company's  obligation to make  Severance  Payments to you
pursuant to this  Agreement and otherwise to perform its  obligations  hereunder
shall not be affected by any circumstances,  including,  but not limited to, any
setoff,  counterclaim,  recoupment,  defense or other right which the Company or
any of its Subsidiaries may have against you or others.

         2.10     Benefits Under Other Plans

                  The benefits  that you may be entitled to receive  pursuant to
Section 2.6 of this  Agreement are not intended to be duplicative of any similar
benefits  to  which  you  may  be  entitled  from  the  Company  or  any  of its
Subsidiaries  under any  other  severance  plan,  agreement,  policy or  program
maintained by the Company or any of its Subsidiaries.  Accordingly, the benefits
to which you are entitled  under Section 2.6 shall be reduced to take account of
any other similar  benefits to which you are entitled from the Company or any of
its Subsidiaries; provided, however, that if the amount of benefits to which you
are entitled under such other  severance plan,  agreement,  policy or program is
greater than the benefits to which you are  entitled  under  Section 2.6 of this
Agreement,  you will be entitled  to receive the full amount of the  benefits to
which you are entitled under such other plan, agreement, policy or program.

                                   ARTICLE III
                     OTHER RIGHTS AND BENEFITS NOT AFFECTED

         3.1      Other Benefits

                  This  Agreement  does not  provide a pension for you nor shall
any payment hereunder be characterized as deferred  compensation.  Except as set
forth in Sections 2.2(b), 2.3 and 2.10, neither the provisions of this Agreement
nor the  Severance  Payment  provided  for  hereunder  shall  reduce any amounts
otherwise  payable,  or in any way diminish your rights as an employee,  whether
existing now or  hereafter,  under any  benefit,  incentive,  retirement,  stock
option,  stock bonus or stock purchase plan or any employment agreement or other
plan or arrangement not related to severance. Any such other amounts or benefits
payable  shall be included,  as  necessary,  for making any of the  calculations
required under Section 2.3.


                                      -12-

<PAGE>


         3.2      Employment Status

                  This Agreement does not constitute a contract of employment or
impose on you any obligation to remain in the employ of the Company, nor does it
impose on the Company or any of its Subsidiaries any obligation to retain you in
your present or any other  position,  or to change the status of your employment
as an employee at will unless you have a separate written  employment  agreement
with the Company or its Subsidiaries. Nothing in this Agreement shall in any way
require the Company or any of its Subsidiaries to provide you with any severance
benefits  prior to a  Change  of  Control,  nor  shall  this  Agreement  ever be
construed in any way as establishing any policies or requirements of the Company
or any of its Subsidiaries for the termination of your employment or the payment
of severance benefits to you if your employment  terminates prior to a Change of
Control, nor shall anything in this Agreement in any way affect the right of the
Company or any of its Subsidiaries in its absolute discretion to change prior to
a Change of Control  one or more  benefit  plans,  including  but not limited to
pension plans,  dental plans,  health care plans,  savings  plans,  bonus plans,
vacation pay plans, disability plans, and the like.

                                   ARTICLE IV
                              SUCCESSOR TO COMPANY

         The Company shall require any successor or assignee,  whether direct or
indirect,  by  purchase,   merger,   consolidation  or  otherwise,   to  all  or
substantially  all  the  business  or  assets  of  the  Company,  expressly  and
unconditionally  to assume and agree to perform the Company's  obligations under
this Agreement, in the same manner and to the same extent that the Company would
be required to perform if no such  succession or assignment had taken place.  In
such event, the term "Company," as used in this Agreement,  shall mean (from and
after,  but not  before,  the  occurrence  of such  event) the Company as herein
before  defined and any successor or assignee to the business or assets which by
reason hereof becomes bound by the terms and provisions of this Agreement.



                                      -13-

<PAGE>

                                    ARTICLE V
                             LEGAL FEES AND EXPENSES

         The  Company  shall pay as they  become  due all legal  fees,  costs of
litigation and other  expenses  incurred in good faith by you as a result of the
Company's  refusal or failure to make the Severance  Payment to which you become
entitled  under this  Agreement,  as a result of the  Company's  contesting  the
validity, enforceability or interpretation of this Agreement or of your right to
benefits  hereunder.  You shall be  conclusively  presumed to have acted in good
faith unless a court makes a final determination not otherwise subject to appeal
to the contrary.

                                   ARTICLE VI
                                   ARBITRATION

         Except as  otherwise  provided in Section 2.3, you shall have the right
and option (but not the obligation) to elect (in lieu of litigation) to have any
dispute or  controversy  arising under or in connection  with this Agreement not
otherwise  resolved  through  the claims  procedure  set forth in Section  7.11,
including  any dispute  under  Section 2.3,  settled by  arbitration,  conducted
before a panel of three arbitrators sitting in a location selected by you within
fifty (50) miles from the  location  of your job with the  Company or any of its
Subsidiaries,   in  accordance  with  the  rules  of  the  American  Arbitration
Association  then in  effect.  Judgement  may be  entered  on the  award  of the
arbitrator in any court having  jurisdiction.  All expenses of such arbitration,
including  the fees and expenses of your  counsel,  shall be borne,  and paid as
incurred,  by the Company;  provided  that the Company shall only be required to
pay your fees and  expenses if they are  incurred  in good  faith.  You shall be
conclusively  presumed  to have  acted  in  good  faith  unless  and  until  the
arbitrator makes a final determination to the contrary.


                                   ARTICLE VII
                                  MISCELLANEOUS

         7.1      Applicable Law

                  To the extent not  preempted by the laws of the United  States
and in the interest of  interpreting  this  Agreement  in a uniform  manner with
other similar agreements being entered into


                                      -14-

<PAGE>


by the Company with other of its and its Subsidiaries'  employees  regardless of
the jurisdiction in which you are employed or any other factor,  the laws of the
State of Kansas  shall be the  controlling  law in all matters  relating to this
Agreement,  regardless of the choice-of-law  rules of the State of Kansas or any
other jurisdiction.

         7.2      Construction

                  No term or provision of this  Agreement  shall be construed so
as to require the  commission of any act contrary to law, and wherever  there is
any conflict  between any provision of this  Agreement and any present or future
statute,  law,  ordinance,  or regulation  contrary to which the parties have no
legal  right to  contract,  the  latter  shall  prevail,  but in such  event the
affected  provision of this Agreement shall be curtailed and limited only to the
extent necessary to bring such provision within the requirements of the law.

         7.3      Severability

                  If a  provision  of this  Agreement  shall be held  illegal or
invalid,  the illegality or invalidity  shall not affect the remaining  parts of
this  Agreement  and this  Agreement  shall be construed  and enforced as if the
illegal or invalid provision had not been included.

         7.4      Headings

                  The Section  headings in this Agreement are inserted only as a
matter of convenience,  and in no way define,  limit, or extend or interpret the
scope of this Agreement or of any particular Section.

         7.5      [Intentionally Omitted]

         7.6      Assignability

                  Neither this Agreement nor any right or interest therein shall
be assignable or transferrable (whether by pledge, grant of a security interest,
or otherwise) by you, your  beneficiaries  or legal  representatives,  except by
will, by the


                                      -15-

<PAGE>


laws of descent and distribution or intervivos revocable living grantor trust as
your beneficiaries.  This Agreement shall be binding upon and shall inure to the
benefit  of the  Company,  its  successors  and  assigns,  and you and  shall be
enforceable by them and your legal personal representatives.

         7.7      Entire Agreement

                  This Agreement  constitutes the entire  agreement  between the
Company and you regarding the subject  matter  hereof and  supersedes  all prior
agreements,  if any,  understandings and arrangements,  written or oral, between
the Company and you with respect to the subject matter hereof.

         7.8      Term

                  If a Change of  Control  has not  theretofore  occurred,  this
Agreement shall expire and be of no further force and effect on January 3, 2003;
provided  that the Board of  Directors  of the Company may, at any time prior to
the  expiration  thereof,  extend the term of this Agreement for a term of up to
two years,  including  extending the date set forth in the third line of Section
1.1(d)(ii) of the definition of "Change of Control",  without any further action
on your part.

                  If a Change of Control  occurs,  this Agreement shall continue
and be  effective  until you (or the  person(s)  specified in Section 2.5) shall
have received in full all Severance Payments and other benefits to which you are
entitled under this Agreement,  at which time this Agreement shall terminate for
all purposes.

         7.9      Amendment

                  Except as set  forth in  Section  7.8,  no  provision  of this
Agreement may be modified, waived or discharged unless such waiver, modification
or  discharge  is agreed to in  writing  and signed by you and the  Company.  No
waiver by the Company or you at any time or any breach by the other party of, or
compliance with, any condition or provision of this Agreement to be performed by
such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions  at the  same or any  prior  or  subsequent  time.  No  agreement  or
representations, written or

                                      -16-

<PAGE>


oral, express or implied,  with respect to the subject matter hereof,  have been
made by either party which are not expressly set forth in this Agreement.

         7.10     Notices

                  For  purposes  of  this  Agreement,   notices  and  all  other
communications  provided  for herein  shall be in writing and shall be deemed to
have been duly given when personally delivered or sent by certified mail, return
receipt requested,  postage prepaid,  addressed to the respective addresses last
given by each party to the other, provided that all notices to the Company shall
be  directed  to the  attention  of the  Board of  Directors  with a copy to the
General  Counsel.  All notices and  communications  shall be deemed to have been
received on the date of delivery  thereof or on the third business day after the
mailing thereof, except that notice of change of address shall be effective only
upon actual  receipt.  No objection to the method of delivery may be made if the
written notice or other communication is actually received.

         7.11     Administration

                  The  Company  has  entered  into  agreements  similar  to this
Agreement  herein  with  other  employees  and  officers  of the  Company or its
Subsidiaries.  These agreements, taken together, constitute welfare benefit plan
within the meaning of Section  3(1) of ERISA.  The  Administrator  of such plan,
within the meaning of Section 3(16) of ERISA,  and the Named Fiduciary  thereof,
within the meaning of Section 402 of ERISA, is the Company.

                  If you  believe  you are  entitled  to a  benefit  under  this
Agreement,  you may make a claim for such  benefit by filing  with the Company a
written statement  setting forth the amount and type of payment so claimed.  The
statement shall also set forth the facts  supporting the claim. The claim may be
filed by mailing or delivering it to the Secretary of the Company.

                  Within  thirty  (30)  calendar  days  after  receipt of such a
claim,  the Company  shall notify you in writing of its action on such claim and
if such claim is not  allowed in full,  shall  state the  following  in a manner
calculated to be understood by you:


                                      -17-

<PAGE>

                  (a) The specific reason or reasons for the denial;

                  (b)  Specific  reference  to  pertinent   provisions  of  this
Agreement on which the denial is based;

                  (c) A description  of any  additional  material or information
necessary  for you to be entitled to the  benefits  that have been denied and an
explanation of why such material or information is necessary; and

                  (d) An explanation of this Agreement's claim review procedure.

                  If you disagree  with the action taken by the Company,  you or
your duly  authorized  representative  may apply to the  Company for a review of
such action.  Such  application  shall be made within sixty (60)  calendar  days
after  receipt by you of the notice of the Company's  action on your claim.  The
application  for  review  shall be filed in the same  manner  as the  claim  for
benefits.  In  connection  with such  review,  you may inspect any  documents or
records pertinent to the matter and may submit issues and comments in writing to
the  Company.  A decision by the  Company  shall be  communicated  to you within
thirty (30)  calendar  days after  receipt of the  application.  The decision on
review shall be in writing and shall include  specific reasons for the decision,
written in a manner calculated to be understood by you, and specific  references
to the pertinent provisions of this Agreement on which the decision is based.


                                      -18-

<PAGE>


                  If this  Agreement  is  acceptable  to you,  please  sign  the
enclosed copy of this Agreement in the space provided below and return it to me.

                                        Sincerely,



                                        /s/ John D. White
                                        --------------------------------------
                                        John D. White
                                        Executive Vice President

ACCEPTED AND AGREED TO:


/s/ Jamie B. Coulter
-------------------------
Jamie B. Coulter

                                      -19-

</TEXT>
</DOCUMENT>
