SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 22, 1997

Commission File Number 0-12788

CASEY'S GENERAL STORES, INC.
(Exact name of registrant as specified in its charter)

             IOWA                                            42-0935283
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                          Identification Number)

ONE CONVENIENCE BLVD., ANKENY, IOWA
(Address of principal executive offices)

50021
(Zip Code)

(515) 965-6100
(Registrant's telephone number, including area code)

NONE
(Former name, former address
if changed since last report)


Item 5. OTHER EVENTS.

On October 22, 1997, the Board of Directors (the "Board") of Casey's General Stores, Inc. (the "Company"), acting on a recommendation of its Compensation Committee, approved of several changes to the employment and retirement arrangements with the Company's four executive officers (Messrs. Lamberti, Lamb, Shull and Harmon) (each an "Officer" and together, the "Officers"). The Board's actions included the approval of a Non-Qualified Supplemental Executive Retirement Plan (the "SERP"), providing by means of a plan for the payment of retirement benefits to the Officers at substantially the same benefit levels and under substantially the same terms and conditions as such benefits were payable under the Officers' most recent employment contracts, and a Non-Qualified Supplemental Executive Retirement Plan Trust Agreement (the "Trust Agreement") with UMB Bank, n.a., intended to secure the payment obligations of the Company under the SERP following a change of control or a potential change of control of the Company.

The SERP is an unfunded plan and a non-qualified deferred compensation plan under the Internal Revenue Code of 1986 (the "Code"). The SERP provides for the payment of annual retirement benefits to the Officers, commencing on the first day of the calendar year immediately following the calendar year in which the Officer's Retirement Date occurs (the "Benefit Date") and continuing until the Officer's death. For this purpose, the Retirement Date of an Officer is deemed to be the earlier of the first day of the month immediately following the month during which the Officer (i) voluntarily terminates his employment with the Company after attaining his Early Retirement Age (defined to mean age 59 in the case of Messrs. Lamberti and Lamb, age 58 in the case of Mr. Shull and age 55 in the case of Mr. Harmon) or (ii) attains age 65. Following the Officer's death the payments would continue to be made to his surviving spouse, if any, until the earlier of the expiration of the period ending on the twentieth (20th) anniversary of the Benefit Date or the death of the Officer's spouse.

In the case of Messrs. Lamberti and Lamb, the amount of the annual retirement benefit payable under the SERP will be the sum of one-half of such Officer's salary for the year during which his retirement occurs. In the case of Mr. Shull, the amount of the annual retirement benefit would be one-third of his salary for the year during which he attains age 58 plus an additional amount equal to 2.4% of his salary for each additional full year of his employment by the Company thereafter until he reaches age 65. In the case of Mr. Harmon, the amount of the annual retirement benefit would be one-fourth of his salary for the year during which he attains age 55 plus an additional amount equal to 5.0% of his salary for each full additional year of his employment by the Company thereafter until he reaches age 60.

The SERP provides that if an Officer's employment by the Company terminates


before he reaches his Early Retirement Age, whether with or without cause, or if an Officer's employment by the Company is terminated for cause, no benefits shall be payable to the Officer under the SERP. At the present time, therefore, Messrs. Lamberti and Lamb (who currently are age 60 and age 61, respectively) each are eligible to receive retirement benefits under the SERP upon a voluntary termination of his employment. Messrs. Shull and Harmon (who currently are age 54 and age 43, respectively) will not be eligible to receive retirement benefits under the SERP unless and until they reach their respective Early Retirement Ages and thereafter voluntarily terminate their employment with the Company.

The Trust Agreement is intended to create a grantor trust (or "rabbi trust") (the "Trust") within the meaning of Section 671 of the Code, and is not intended to qualify under Section 401(a) of the Code. Following a change of control or a potential change of control (as defined in the Trust Agreement), the Company is required by the SERP and the Trust Agreement to make a contribution to the Trust equal in amount to the maximum amount that may become payable to the Officers under the SERP (calculated under the Officer's current salaries to be $9.8 million). The maximum amount payable under the SERP is to be calculated by a firm of independent public accountants or consulting actuaries of recognized national standing as the Trustee (UMB Bank, n.a.) shall select (the "Consulting Firm"). The Company's contribution to the Trust is to be made in cash or pursuant to an irrevocable and unconditional letter of credit established by the Company for that purpose.

The Trustee is required to perform all accounting functions related to the Trust and to invest the Trust assets. The Consulting Firm is required to establish and maintain a memorandum account for each Officer and to calculate the amount due to each Officer under the SERP and to credit the Officer's accounts with all payments made. The Trustee is directed to make payments to the Officers from the Trust assets in accordance with the instructions of the Consulting Firm. The Trust assets are at all times subject to claims of general creditors of the Company, and no payments from the Trust may be made in the event the Company is insolvent.

At its meeting on October 22, 1997, the Board also approved of Amended and Restated Employment Agreements (together, the "Employment Agreements") with each of the Officers, continuing their employment under the same terms and conditions approved by the Board on March 2, 1992 (in the case of Messrs. Lamberti, Lamb and Shull) and July 19, 1994 (in the case of Mr. Harmon), and as amended by the Board on December 9, 1996, but modifying each Officer's agreement
(i) to eliminate those provisions providing for the payment of retirement benefits to the Officer under the agreement, (ii) to add an "alternative excise tax cap" provision limiting the payments or benefits to be received by an Officer whose employment is terminated following a change of control to an amount equal to 2.99 times the Officer's "base amount" determined in


accordance with Section 280G of the Code and any temporary or final regulations promulgated under that Section, (iii) to add a provision permitting the Company to defer the payment of any portion of an Officer's severance payment that would not be deductible by the Company in the taxable year in which the payment is due by virtue of the "reasonable compensation" limitations of Section 162(m) of the Code to a date sixteen months following the date of termination and (iv) to make other conforming and editorial changes.

Attached hereto as Exhibits 10.30, 10.31, 10.21(a), 10.22(a), 10.23(a) and 10.24(a) and incorporated herein by reference are copies of the SERP, Trust Agreement and the Employment Agreements. The foregoing description is qualified in its entirety by reference to the full text of said documents.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CASEY'S GENERAL STORES, INC.

Date:  November 6, 1997          By:       /s/ Douglas K. Shull
                                           ----------------------
                                           Douglas K. Shull
                                           Treasurer and Chief Financial Officer


EXHIBITS

EXHIBIT                             DESCRIPTION                          PAGE

10.30                               Non-Qualified Supplemental
                                    Executive Retirement Plan

10.31                               Non-Qualified Supplemental
                                    Executive Retirement Plan
                                    Trust Agreement with
                                    UMB Bank, n.a.

10.21(a)                            Amended and Restated
                                    Employment Agreement
                                    with Donald F. Lamberti

10.22(a)                            Amended and Restated
                                    Employment Agreement
                                    with Ronald M. Lamb

10.23(a)                            Amended and Restated
                                    Employment Agreement
                                    with Douglas K. Shull

10.24(a)                            Amended and Restated
                                    Employment Agreement
                                    with John G. Harmon


Exhibit 10.30

CASEY'S GENERAL STORES, INC.

NON-QUALIFIED SUPPLEMENTAL

EXECUTIVE RETIREMENT PLAN


                       TABLE OF CONTENTS

INTRODUCTION                                                     Page

ARTICLE I                  DEFINITIONS                           1

ARTICLE II                 PARTICIPATION                         3

ARTICLE III                CONTRIBUTIONS                         4

         3.01              Company Contributions                 4
         3.02              Participant Contributions             4

ARTICLE IV                 BENEFITS                              5

         4.01              Retirement Benefits                   5
         4.02              Limitations upon Payment of Benefits  5

ARTICLE V                  CONTRIBUTION TO TRUST UPON
                           A CHANGE OF CONTROL                   7

ARTICLE VI                 GENERAL PROVISIONS                    8

         6.01              Amendment                             8
         6.02              Employment Status                     8
         6.03              Rights to Plan Assets                 8
         6.04              Nonalienation of Benefits             8
         6.05              Construction                          8
         6.06              Legal Actions                         9
         6.07              Word Usage                            9


INTRODUCTION

Casey's General Stores, Inc. (the "Company") is establishing this "Nonqualified Supplemental Executive Retirement Plan" which has been designed as, and is intended to be, an unfunded plan for purposes of the Employee Retirement Income Security Act of 1974, as amended, and a nonqualified deferred compensation plan under the Internal Revenue Code of 1986, as amended. The Company agrees to operate the Plan according to the terms, provisions and conditions set forth in this plan instrument.

Any funds accumulated for purposes of providing benefits under the Plan are fully available to satisfy the claims of the Company's creditors. Participants have no greater rights with regard to such funds than any other general creditor of the Company.


ARTICLE I

DEFINITIONS

"Benefit Date" means, for a Participant, the first day of the calendar year immediately following the calendar year in which his Retirement Date shall occur, upon which an amount of benefit shall be payable to him under this Plan.

"Company" means Casey's General Stores, Inc., an Iowa corporation located in Ankeny, Iowa.

"Contribution(s)" means the Company's Contributions as set out in Article III hereof.

"Deemed Termination Date" means, for a Participant, the first day of the calendar year immediately following the calendar year during which, in the case of Lamberti, Lamb or Shull, he shall attain the age of 58 and, in the case of Harmon, he shall attain the age of 55.

"Early Retirement Age" means, for a Participant, in the case of Lamberti or Lamb the age of 59 years, in the case of Shull the age of 58 years and in the case of Harmon the age of 55 years.

"Effective Date" means the date as of which the Company's Board of Directors shall adopt and approve this Plan.

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

"Investment Fund" means the total assets held under the Trust for the purpose of providing benefits for Participants. These funds result from Contributions made solely by the Company under the Plan. The Investment Fund is not held for the exclusive benefit of Participants or their spouses.

"Life Expectancy" means the remaining life expectancy of a Participant determined in accordance with Section 20.2031 of the Federal Income Tax Regulations (or any proposed regulations) as amended from time to time.

"Participant" means each of the following senior executive officers of the Company: Donald F. Lamberti ("Lamberti"), Ronald M. Lamb ("Lamb"), Douglas K. Shull ("Shull") and John G. Harmon ("Harmon") (who are collectively referred to herein as the "Participants"). Each of the Participants shall remain a Participant under the Plan


until he shall have received all benefits payable to the Participant or his spouse under this Plan or the Trust.

"Plan" means the nonqualified supplemental executive retirement plan of the Company set forth in this document, including any later amendments to it.

"Plan Administrator" means the person or persons who administer the Plan. The Plan Administrator is the Company.

"Plan Year" means a twelve (12) consecutive month period ending on every December 31.

"Retirement Date" means the earlier of:

a. the first day of the month immediately following the month during which the Participant shall voluntarily terminate his employment with the Company after he shall attain his Early Retirement Age; or

b. the first day of the month immediately following the month during which the Participant shall attain the age 65.

"Salary" means the Participant's salary determined in accordance with his employment agreement with the Company in effect from time to time.

"Trust" means the separate Trust created under that certain "Casey's General Stores, Inc. Non-Qualified Supplemental Executive Retirement Plan Trust Agreement," dated October 24, 1997, between the Company, as the grantor, and UMB Bank, n.a., as the Trustee, for the purpose of investment of Contributions made under the Plan. Any funds so held under the Trust are available to the general creditors of the Company.

"Trustee" means UMB Bank, n.a., chosen by the Company to act as Trustee under the Trust.

ARTICLE II

PARTICIPATION

Each Participant shall begin active participation in the Plan on the Effective Date.

ARTICLE III


CONTRIBUTIONS

Section 3.01. COMPANY CONTRIBUTIONS. Except as otherwise required under Article V hereof, the Company shall make such Contributions to the Trust as the Board of Directors of the Company shall deem appropriate from time to time. All Contributions shall be forwarded by the Company to the Trustee to be held, invested and administered as the Investment Fund under the terms and conditions of the Trust. The investment of Contributions is governed by the provisions of the Trust.

Section 3.02. PARTICIPANT CONTRIBUTIONS. This Plan does not permit or require contributions by the Participants.

ARTICLE IV

BENEFITS

Section 4.01. RETIREMENT BENEFITS. Commencing with a Participant's Benefit Date, the Company shall pay (unless the requisite payment shall have been made pursuant to the Trust) to the Participant until his death and, following the Participant's death, to the Participant's surviving spouse, if any, until the earlier of (i) the expiration of the period ending on the twentieth (20th) anniversary of the Participant's Benefit Date or (ii) the death of the Participant's spouse, an annual retirement benefit in equal monthly installments determined as follows:

a. The amount of the annual retirement benefit payable under this section for Lamberti (or for his spouse, as the case may be) shall be the sum equal to one-half (1/2) of his Salary for the Plan Year during which his Retirement Date shall occur.

b. The amount of the annual retirement benefit payable under this section for Lamb (or for his spouse, as the case may be) shall be the sum equal to one-half (1/2) of his Salary for the Plan Year during which his Retirement Date shall occur.

c. The amount of the annual retirement benefit payable under this section for Shull (or for his spouse, as the case may be) shall be the sum equal to one-third (1/3) of his Salary for the Plan Year during which he shall attain age 58 plus an additional amount equal to 2.4 percent of his Salary for each additional full year of his employment by the Company during the term commencing on the first day of the Plan Year during which he shall attain age 59 and ending on the last day of the Plan Year during which he shall attain age 65.

d. The amount of the annual retirement benefit payable under this


section for Harmon (or for his spouse, as the case may be) shall be the sum equal to one-fourth (1/4) of his Salary for the Plan Year during which he shall attain age 55 plus an additional amount equal to 5.0 percent of his Salary for each additional full year of his employment by the Company during the term commencing on the first day of the Plan Year during which he shall attain age 56 and ending on the last day of the Plan Year during which he shall attain age 60.

Section 4.02 LIMITATIONS UPON PAYMENT OF BENEFITS. If a Participant's employment by the Company shall terminate before he shall attain his Early Retirement Age whether with or without Cause, or if a Participant's employment by the Company shall terminate for Cause, such Participant shall not be entitled to any benefit whatsoever under this Plan or the Trust. For purposes of this Plan, the term "Cause" shall mean (a) an act or acts of personal dishonesty taken by a Participant and intended to result in substantial personal enrichment of the Participant at the expense of the Company, (b) repeated violations by a Participant of the Participant's obligations under his Employment Agreement with the Company which demonstrate willful and deliberate conduct of the Participant and which are not remedied within a reasonable period of time after receipt of written notice from the Company or (c) the conviction of a Participant of a felony when his conviction is no longer subject to any direct judicial appeal.

ARTICLE V

CONTRIBUTION TO TRUST
UPON A CHANGE OF CONTROL

Following a Change of Control or a Potential Change of Control (as those terms are defined in section 3 of the Trust), the Company shall make a Contribution to the Trust (in a manner permitted and at the time required under the Trust) equal to the Maximum Amount Payable less the then fair market value of all assets of the Trust (the "Excess"). For purposes of this Plan and the Trust, the term "Maximum Amount Payable" shall mean the sum of the benefit amounts determined as follows for Lamberti, Lamb, Shull and Harmon, respectively:

a. For Lamberti, the amount equal to one-half (1/2) of his Salary for the Plan Year during which a Change of Control (or a Potential Change of Control, as the case may be) shall occur multiplied times the greater of (i) a number equal to the number of years of his Life Expectancy or (ii) twenty (20);

b. For Lamb, the amount equal to one-half (1/2) of his Salary for the Plan Year during which a Change of Control (or a Potential Change of Control, as the case may be) shall occur multiplied times the greater of (i) a number equal to the number


of years of his Life Expectancy or (ii) twenty (20);

c. In the case of Shull, an amount equal to one-half (1/2) of his Salary for the Plan Year during which a Change of Control (or a Potential Change of Control, as the case may be) shall occur multiplied times the greater of (i) a number equal to the number of years of his Life Expectancy if he shall have then attained age 58 (or if he shall not have then attained age 58, the number of years of his Life Expectancy assuming he shall have then attained age 58) or (ii) twenty (20);

d. In the case of Harmon, an amount equal to one-half (1/2) of his Salary for the Plan Year during which a Change of Control (or a Potential Change of Control, as the case may be) shall occur multiplied times the greater of (i) a number equal to the number of years of his Life Expectancy if he shall have then attained age 55 (or if he shall not have then attained age 55, the number of years of his Life Expectancy assuming he shall have then attained age 55) or (ii) twenty (20);

ARTICLE VI

GENERAL PROVISIONS

Section 6.01. AMENDMENT. The Company may amend this Plan at any time, including any remedial retroactive changes (within the specified period of time as may be determined by Internal Revenue Service regulations) to comply with the requirements of any law or regulation issued by any governmental agency to which the Company or this Plan is subject. The Company may not otherwise amend this Plan without the prior written consent of all the Participants or their legal representatives.

Section 6.02. EMPLOYMENT STATUS. Nothing contained in this Plan gives a Participant the right to be retained in the Company's employ or to interfere with the Company's right to discharge any Participant.

Section 6.03. RIGHTS TO PLAN ASSETS. No Participant shall have any right to or interest in any assets of the Plan upon termination of his employment or otherwise except as specifically provided under this Plan, and then only to the extent of the benefits payable to such Participant or to his spouse in accordance with the Plan.

Any final payment or distribution to a Participant or his legal representative or to the spouse of such Participant under the Plan shall be in full satisfaction of all claims against the Plan and the Company arising under or by virtue of the Plan.

Section 6.04. NONALIENATION OF BENEFITS. Benefits payable under the Plan are not subject to the claims of any creditor of any Participant or his spouse.
A


Participant or his spouse does not have any right to alienate, anticipate, commute, pledge, encumber or assign any of such benefits. The preceding sentences shall also apply to the creation, assignment, or recognition of a right to any benefit payable with respect to a Participant according to a domestic relations order, unless such order is determined by the Plan Administrator to be a qualified domestic relations order, as defined in ERISA
Section 206(d), or any domestic relations order entered before January 1, 1985.

Section 6.05. CONSTRUCTION. The validity of the Plan or any of its provisions is determined under and construed according to Federal law and, to the extent permissible, according to the laws of the state of Iowa. In case any provision of the Plan is held illegal or invalid for any reason, such determination shall not affect the remaining provisions of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had never been included.

Section 6.06. LEGAL ACTIONS. The Plan and the Plan Administrator are the necessary parties to any action or proceeding involving the assets held with respect to the Plan or administration of the Plan. No person employed by the Company, Participant, former Participant, the spouse of a Participant or any other person having or claiming to have an interest in the Plan is entitled to any notice of process. A final judgment entered in any such action or proceeding shall be binding and conclusive on all persons having or claiming to have an interest in the Plan.

Section 6.07. WORD USAGE. The masculine gender, where used in this Plan, shall include the feminine gender and the singular words as used in this Plan may include the plural, unless the context indicates otherwise.

Executed this 24th day of October, 1997.

CASEY'S GENERAL STORES, INC.

By:      /s/ Ronald M. Lamb
         ------------------------------
         President and C.O.O.
         ------------------------------
         Title


Exhibit 10.31

Casey's General Stores, Inc.

Non-Qualified Supplemental Executive Retirement Plan Trust Agreement

This Trust Agreement is made as of this 24th day of October, 1997, by and between Casey's General Stores, Inc., an Iowa corporation (the "Company"), and UMB Bank, n.a. (the "Trustee"). This Trust Agreement provides for the establishment of a trust to be known as the Casey's General Stores, Inc. Non-Qualified Supplemental Executive Retirement Plan Trust (the "Trust") to provide a source for payments required to be made under the Casey's General Stores, Inc. Non-Qualified Supplemental Executive Retirement Plan (the "Plan") for the benefit of certain of the Company's senior executive officers named therein (the "Participants") and their spouses.

WITNESSETH:

WHEREAS, the Company will transfer to the Trustee certain assets in trust, subject to the claims of the Company's creditors in the event of the Company's insolvency or bankruptcy, until paid to the Participants or their spouses upon the terms and conditions stated in this Trust Agreement; and

WHEREAS, it is the intention of the Company to make contributions in addition to the Initial Contribution (as defined in Section 1(a) below) (such additional contributions are referred to herein as the "Additional Contributions" and, together with the Initial Contribution, are referred to collectively as the "Contributions") to the Trustee upon or in anticipation of the occurrence of a Change of Control (as defined in Section 3(a) below) of the Company.

NOW, THEREFORE, the parties hereto do hereby establish the Trust and agree that the Trust shall be comprised, held, administered and disposed of as follows:

Section 1. TRUST FUND

(a) Subject to the claims of its creditors as set forth in Section 5 hereof, the Company hereby deposits with the Trustee in trust One Hundred Dollars ($100.00) (the "Initial Contribution") which shall become the initial principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. The Trustee shall have no obligation to invest the Initial Contribution in an interest-bearing account.

(b) The Trust is intended to be a grantor trust, within the meaning of Section


671 of the Internal Revenue Code of 1986, as amended (the "Code"), and shall be construed accordingly. The purpose of the Trust is to assure that the Company's obligations to the Participants pursuant to the Plan are fulfilled. The Trust is not intended to qualify under Section 401(a) of the Code.

(c) The principal of the Trust and any earnings thereon (such principal, together with any earnings thereon and other increases thereof, reduced by any losses and distributions from the Trust and any other reductions thereof, is sometimes referred to herein as the "Trust Assets") shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes herein set forth. The Participants shall not have any preferred claim on, or any beneficial ownership interest in, any of the Trust Assets prior to the time any of the Trust Assets are paid to the Participants pursuant to the terms of this Trust Agreement, and all rights created under the Plan and this Trust Agreement shall be mere unsecured contractual rights of the Participants against the Company.

(d) Except as provided in the second succeeding sentence, the Trustee shall have full discretion in and sole responsibility for the investment, management and control of the Trust Assets. Without limiting such discretion, the Company requests, but does not direct, that the Trustee, based upon the nature of this Trust, only make short-term investments with a stated maturity of twelve (12) months or less from the date of purchase by the Trustee. The Trust Assets shall only be invested in obligations of or guaranteed by the United States of America, in commercial paper obligations receiving the highest rating from either Moody's Investors Service, Inc. or Standard & Poor's Rating Group or a similar rating service or in certificates of deposit, bank repurchase agreements or bankers acceptances (including those of the Trustee) of commercial banks with capital exceeding $1,000,000,000 the securities of which or the securities of the holding company of which are rated in the highest category by a nationally-recognized credit agency ("Permitted Investments") or in money-market funds which are invested solely in Permitted Investments.

(e) The advisor to the Trust (the "Consulting Firm") shall be such firm of independent public accountants or consulting actuaries of recognized national standing as the Trustee shall select following a Change of Control or a Potential Change of Control (each as defined herein). It is not intended that the Consulting Firm act in a fiduciary capacity under the Plan or the Trust.

Section 2. CONTRIBUTIONS

(a) Except as provided in Section 2(b) hereof, the Company may make such Contributions to the Trust as the Board of Directors of the Company deems appropriate from time to time.


(b) As soon as practicable following a Change of Control (as defined in
Section 3(a) hereof), the Consulting Firm shall calculate the maximum aggregate amount due pursuant to the Plan (without regard to the present value thereof) (the aggregate of such amounts is hereinafter referred to as the "Maximum Amount Payable"). The Consulting Firm shall promptly furnish such calculation to the Company and the Company shall have the obligation to make Additional Contributions to the Trust, and shall make Additional Contributions to the Trust, within three (3) business days of the receipt of such calculation, in an amount equal to the excess (the "Excess"), if any, of the Maximum Amount Payable over the then fair market value of the Trust Assets, or shall direct the Trustee to draw down a Letter of Credit (as defined in Section 2(d) hereof) held by the Trust in such amount for such purpose. If at any time following a Change of Control, a valuation of the Trust Assets occurs pursuant to this Trust Agreement and it is determined by the Consulting Firm that an Excess shall exist, the Company shall promptly contribute such amount to the Trust as is necessary to eliminate the Excess, or the Trustee shall be authorized to draw down a Letter of Credit held by the Trust in such amount.

(c) Anything contained in Section 2(b) hereof to the contrary notwithstanding, in the event of a Potential Change of Control (as defined in
Section 3(b) hereof), the Company shall have the obligation to make Additional Contributions to the Trust in an amount equal to the Excess, or the Trustee shall be authorized to draw down a Letter of Credit held by the Trust in such amount. If a Change of Control shall not have occurred within ninety (90) days of a Contribution made pursuant to this Section 2(c) and the Board of Directors adopts a resolution to the effect that, for purposes of this Trust Agreement, a Change of Control is not imminent, any amounts contributed to the Trust pursuant to this Section 2(c), together with any earnings thereon, shall be promptly paid by the Trustee to the Company.

(d) The Company shall make all required Contributions to the Trust in cash or, alternatively, may provide the Trustee with an irrevocable and unconditional letter of credit (the "Letter of Credit") sufficient for the Trustee to draw down an amount equal to all required Contributions. If at any time the Trust has been provided with a Letter of Credit by the Company, the Consulting Firm will direct the Trustee (i) when to draw down on such Letter of Credit and in what amount and (ii) whether, if necessary, to renew the Letter of Credit or change its amount or terms. All Contributions so received (including any cash received on the draw down of a Letter of Credit), together with the income therefrom and any increment thereon, shall be held, managed and administered by the Trustee as a single commingled Trust pursuant to the terms of this Trust Agreement without distinction between principal and income. Neither the Trustee nor the Consulting Firm shall have any duty to require any Contributions to be made to the Trustee by the Company or to determine whether a Change of Control or Potential Change of Control has occurred.


(e) Anything in Section 2 hereof to the contrary notwithstanding, the Trustee shall return to the Company as soon as feasible following the close of each calendar quar ter within each calendar year the excess, if any, of (i) the then aggregate fair market value of the Trust Assets over (ii) one hundred fifty percent (150%) of the Maximum Amount Payable, as determined by the Consulting Firm at the request of the Company.

(f) The Company may at any time or from time to time make Additional Contributions to the Trustee, which shall be held, administered and disposed of by Trustee as provided in this Trust Agreement.

Section 3. CHANGE OF CONTROL

(a) For purposes of this Trust Agreement, a "Change of Control" shall mean:

(i) The acquisition (other than from the Company in a transaction approved by the Incumbent Board (as defined in Section 3(a)(ii) below)) by any person, entity or "group" within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (the "Exchange Act") (excluding, for this purpose, the Company or its subsidiaries, or any employee benefit plan of the Company or its subsidiaries which acquires beneficial ownership of voting securities of the Company with the approval of a majority of the Incumbent Board) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty percent (20%) or more of either the then outstanding shares of the Company's Common Stock, no par value (the "Common Stock") or the combined voting power of the Company's then outstanding voting securities in a transaction or series of transactions not approved by a vote of at least a majority of the Incumbent Board (as defined below); or

(ii) The failure of individuals who, as of the date hereof, constitute the Board of Directors of the Company (the "Incumbent Board") for any reason to constitute at least a majority of the Board of Directors of the Company, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors comprising the Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of the Company, as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) shall be, for purposes of this Trust Agreement, considered as though such person were a member of the Incumbent Board; or

(iii) The approval by the stockholders of the Company of a reorganization, merger or consolidation (in each case, with respect to which the stockholders of the Company do not, immediately thereafter, own more than fifty percent


(50%) of the combined voting power of the reorganized, merged or consolidated company's then outstanding voting securities), of a liquidation or dissolution of the Company or of the sale of all or substantially all of the assets of the Company.

(b) For purposes of this Trust Agreement, a "Potential Change of Control" shall be deemed to have occurred if (i) any third person commences a tender or exchange offer (other than a tender or exchange offer which, if consummated, would not result in a Change of Control) for twenty percent (20%) or more of the then outstanding shares of Common Stock or combined voting power of the Company's then outstanding voting securities; (ii) the Company enters into an agreement, the consummation of which would result in the occurrence of a Change of Control; (iii) any person (including the Company) publicly announces an intention to take or to consider taking actions which if consummated would constitute a Change of Control; or (iv) the Board of Directors of the Company adopts a resolution to the effect that, for purposes of this Trust Agreement, a Change of Control is imminent.

(c) The Company shall have a duty to inform the Trustee whenever a Change of Control or Potential Change of Control has occurred. If any two Participants notify the Trustee in writing that a Change of Control or Potential Change of Control has occurred then, unless, in the opinion of nationally recognized counsel to the Company (which opinion may be based on representations of fact as long as counsel does not know that such representations are untrue) such a Change of Control or Potential Change of Control has not occurred, a Change of Control or Potential Change of Control will be deemed to have occurred for purposes of this Trust Agreement.

Section 4. ACCOUNTING BY THE TRUSTEE AND CONSULTING FIRM

(a) The Trustee shall keep accurate and detailed records of all investments, receipts, disbursements and all other transactions required to be done, including such specific records as shall be agreed upon in writing between the Company and the Trustee. Within sixty (60) days following the close of each calendar year and within sixty (60) days after the removal or resignation of the Trustee, the Trustee shall deliver to the Company and the Consulting Firm a written account of its administration of the Trust during such year or during the period from the close of the last preceding year to the date of such removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), showing all cash, securities and other property held in the Trust at the end of such year or as of the date of such removal or resignation, as the case may be, and the book and fair market value of any such asset. The Consulting Firm shall send a copy of any written account to each Participant at the address provided by the Company.


(b) As soon as practicable following a Change of Control of the Company, the Consulting Firm shall (i) establish and maintain a memorandum account for each Participant with respect to the Plan (the "Participant's Account") and (ii) calculate the amount which would be due to each Participant (or the Participant's spouse) upon satisfaction of the conditions under the Plan which give rise to the obligation of the Company to pay such amount to the Participant (or the Participant's spouse) (the "Plan Payments"). The Consulting Firm shall credit each Participant's Account with the Plan Payments and shall debit the Participant's Account with any amounts paid to the Participant (or the Participant's spouse) with respect to the Plan by the Company or the Trustee.

(c) The Company shall furnish the Consulting Firm with copies of the Plan and any and all amendments thereto. The Company will promptly provide the Consulting Firm with a copy of any notice of termination given by the Company with respect to any Participant and will also promptly provide the Consulting Firm with any and all additional information the Consulting Firm reasonably requests or the Company believes would be useful to the Consulting Firm in order to enable the Consulting Firm to determine the amount of Plan Payments with respect to each Participant and to effect such Plan Payments and will promptly update such information as it changes. The Company will use its best efforts to cause each Participant to provide the Consulting Firm with all information that it may reasonably request in order to determine the amount of Plan Payments with respect to the Participant. The Trustee shall notify the Consulting Firm of any payment made from the Trust to the Participant or the Participant's spouse pursuant to the terms of the Plan, in each case, so that the Consulting Firm may debit the Participant's Account.

(d) All accounts, books and records maintained pursuant to Section 4 shall be open to inspection and audit at all reasonable times by the Company and on an annual basis by the Participants; provided, however, that no Participant shall have access to information about another Participant's Account other than in the normal course of performing his duties as an employee of the Company.

(e) The fair market value of the Trust Assets shall be determined by the Trustee whenever required pursuant to this Trust Agreement, but in any event not less than quarterly. The Trustee may base such determination upon such sources of information as it may deem reliable, including, but not limited to, information reported in (i) newspapers of general circulation, (ii) standard financial periodicals or publications, (iii) statistical and valuation services,
(iv) the records of securities exchanges or brokerage firms deemed by the Trustee to be reliable or (v) any combination thereof. The Trustee shall promptly inform the Consulting Firm of any such valuation.

Section 5. PAYMENTS TO THE PARTICIPANTS


(a) The Trustee shall make payments to the Participants (or the Participants' spouses) from the Trust Assets, if and to the extent such Trust Assets are available for distribution, in accordance with the provisions of this Trust Agreement, provided that the Company is not Insolvent (as defined in
Section 6(a)) at the time any such payment is required to be made.

(b) Subject to Section 5(a) hereof, the Consulting Firm shall, within five (5) business days of the date a payment is required to be made under the Plan, notify and direct the Trustee to pay the Participant (or the Participant's spouse) an amount equal to the lesser of the amount so required to be paid or the then credit balance in the Participant's Account; provided, however, that if the aggregate of the then credit balances in the Participants' Accounts exceeds the then fair market value of the Trust Assets, then the Consulting Firm shall direct the Trustee to pay to the Participant (or the Participant's spouse) the lesser of the amount so required to be paid or such portion of the credit balance in the Participant's Account which is equal to (a) the full credit balance in the Participant's Account multiplied by (b) a fraction (i) the numerator of which is the then fair market value of the Trust Assets and (ii) the denominator of which is the aggregate of the then credit balances in the Participants' Accounts.

(c) Whenever the Consulting Firm notifies the Trustee to make a payment to a Participant (or the Participant's spouse), the Trustee shall supply the Consulting Firm with the current fair market value of the Trust Assets within two (2) business days so that the Consulting Firm may make the determination required hereunder. The Trustee shall pay the Participant (or the Participant's spouse) the amount set forth in the notice from the Consulting Firm within five
(5) business days of receiving notice from the Consulting Firm.

(d) For the purposes of this Trust Agreement, the Consulting Firm shall determine, pursuant to the terms of the Plan, when a Participant (or the Participant's spouse) is entitled to receive a payment thereunder and the amount thereof. The Trustee shall be under no duty to make inquiry as to whether the determination made by the Consulting Firm is correct or whether any payment amount is proper and correct.

(e) Anything in this Trust Agreement to the contrary notwithstanding, all payments pursuant to this Section 5 may be made without the approval or direction of the Company, shall be made despite any direction to the contrary by the Company and shall be made upon the direction of the Consulting Firm.

(f) If the Trust Assets are not sufficient to make all payments to the Participants required to be made pursuant to the terms of the Plan, the Company shall pay to each Participant the balance of each such payment as it falls due. If such payments are not made by the Company, and the Trust later contains sufficient Trust Assets to make


such payments, they shall be made from the Trust Assets, together with interest at the rate determined pursuant to Section 1274(d) of the Code, subject to the requirements of Sections 5(a) and 5(b) hereof.

Section 6. TRUSTEE RESPONSIBILITY REGARDING PAYMENTS WHEN COMPANY INSOLVENT

(a) The Company shall be considered "Insolvent" for purposes of this Trust Agreement if (i) the Company is unable to pay its debts as they mature, or (ii) the Company is subject to a pending proceeding as a debtor under the United States Bankruptcy Code or any similar law of any state.

(b) At all times during the continuance of this Trust, the Trust Assets shall be subject to claims of general creditors of the Company as hereinafter set forth, and at any time the Trustee has actual knowledge, or has determined, that the Company is Insolvent, the Trustee shall deliver any undistributed Trust Assets to satisfy such claims as a court of competent jurisdiction may direct. The Chief Executive Officer of the Company shall have the duty to inform the Trustee of the Company's Insolvency. If the Company or a person claiming to be a creditor of the Company alleges in writing to the Trustee that the Company has become Insolvent, the Trustee shall independently determine, within thirty (30) days after receipt of such notice, whether the Company is Insolvent and, pending such determination, the Trustee shall discontinue payments to the Participants, shall hold the Trust Assets for the potential benefit of the Company's general creditors and shall resume payments to the Participants in accordance with Section 5 of this Trust Agreement only after the Trustee has determined that the Company is not Insolvent (or is no longer Insolvent, if the Trustee initially determines the Company to be Insolvent). If the Trustee, after the expiration of such thirty (30) days, in good faith and with the advice of such advisors as may be retained pursuant to
Section 7 hereof, is unable to determine whether the Company is Insolvent, the Trustee (i) shall so notify the Company and the Consulting Firm in writing (and the Consulting Firm shall promptly notify the Participants (or their spouses) at the address supplied by the Company) and any of the Trustee, the Company or the Participants (or any of the Participants' spouses) may apply to any court of competent jurisdiction for a determination, for purposes of this Trust, as to whether or not the Company is Insolvent, and (ii) the Trustee shall thereupon hold the Trust Assets pursuant to the terms of this Trust Agreement pending the determination of such court. Unless the Trustee has actual knowledge of the Company's Insolvency, the Trustee shall have no duty to inquire whether the Company is Insolvent. The Trustee may in all events rely on such evidence concerning the Company's solvency as may be furnished to the Trustee as will give the Trustee a reasonable basis for making a determination concerning the Company's solvency. Nothing in this Trust Agreement shall in any way diminish any rights of a Participant (or a Participant's spouse) to pursue his or her rights as a general creditor of the Company with respect to the Plan or


otherwise.

(c) If the Trustee discontinues payments from the Trust to any Participant (or to a Participant's spouse) pursuant to Section 6(b) and subsequently resumes such payments, the first payment following such discontinuance shall, subject to Sections 5(a) and 5(b) hereof, include the aggregate amount of all payments which would have been made to the Participant (or to the Participant's spouse), together with interest at the rate determined pursuant to Section 1274 of the Code on the amount delayed, during the period of such discontinuance, less the aggregate amount of payments made to each Participant (or to the Participant's spouse) by the Company in lieu of the payments provided for hereunder during any such period of discontinuance, as certified to the Trustee by the Consulting Firm.

Section 7. RESPONSIBILITY OF TRUSTEE AND THE CONSULTING FIRM

(a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the Trustee shall incur no liability to anyone for any action taken pursuant to a direction, request or approval given by the Company, the Consulting Firm or any Participant contemplated by and complying with the terms of this Trust Agreement. The Trustee shall discharge its responsibility for the investment, management and control of the Trust Assets solely in the interest of the Participants (and the Participants' spouses) and for the exclusive purpose of assuring that, to the extent of available Trust Assets, all Plan Payments are paid when due to the Participants (or to the Participants' spouses).

(b) Neither the Trustee nor the Consulting Firm shall be required to undertake or to defend any litigation arising in connection with this Trust Agreement, unless it be first indemnified by the Company against its prospective costs, expenses and liability, and the Company hereby agrees to indemnify the Trustee and the Consulting Firm for such costs, expenses and liability.

(c) The Trustee and the Consulting Firm may consult with legal counsel (who may also be counsel for the Trustee or the Consulting Firm generally) with respect to any of its duties or obligations hereunder and shall be fully protected in acting or refraining from acting in accordance with the advice of such counsel.

(d) The Trustee may hire agents, accountants and financial consultants.

(e) The Trustee is authorized and empowered:


(i) To purchase, hold, sell, invest and reinvest the assets of the Trust, together with income therefrom;

(ii) To hold, maintain and control all property at any time forming part of the Trust Assets;

(iii) To sell, convey, transfer, exchange and otherwise dispose of the Trust Assets from time to time in such manner, for such consideration and upon such terms and conditions as it shall determine;

(iv) To make payments from the Trust as provided hereunder; and

(v) To exercise all the further rights, powers, options and privileges granted, provided for or vested in trustees generally under applicable Federal or State of Missouri law, as amended from time to time, it being intended that, except as herein otherwise provided, the powers conferred upon the Trustee herein shall not be construed as being in limitation of any authority conferred by law, but shall be construed as in addition thereto.

(f) The Trustee in any and all events is authorized and empowered to do all other acts necessary or desirable for the proper administration of the Trust Assets, as though the absolute owner thereof, including, but not limited to, the authorization and power:

(i) To cause any of the Trust Assets to be issued, held or registered in the name of the Trustee, in the name of its nominee or in such form that title will pass by delivery, provided, the records of the Trustee shall indicate the true ownership of such property;

(ii) To employ such agents and counsel as may be reasonably necessary in managing and protecting the Trust Assets and to pay them reasonable compensation; and

(iii) To settle, compromise or abandon with the consent of the Company all claims and demands from other than the Participants or the Company in favor of or against the Trust Assets.

Section 8. COMPENSATION AND EXPENSES OF TRUSTEE AND CONSULTING FIRM

The Trustee and the Consulting Firm shall each be entitled to receive such reasonable compensation for their services as shall be agreed upon by the Company and


the Trustee or the Consulting Firm, as the case may be. The Trustee and the Consulting Firm shall each also be entitled to receive their reasonable expenses incurred with respect to the administration of the Trust, including counsel fees and fees incurred by the Trustee and the Consulting Firm pursuant to Sections
7(b), 7(c), 7(d) and 7(f) hereof. Such compensation and expenses shall be payable by the Company and if not so paid, shall be paid by the Trustee from the Trust Assets. In the event any Trust Assets are used pursuant to the preceding sentence to pay compensation and expenses to the Trustee or Consulting Firm, the Company shall promptly contribute to the Trust any such amount (or direct the Trustee to draw down on a Letter of Credit held by the Trust in such amount).

Section 9. RESIGNATION AND REPLACEMENT OF TRUSTEE

(a) The Trustee may resign at any time during the term of this Trust by delivering to the Company and the Consulting Firm a written notice of the proposed resignation. The Consulting Firm shall deliver a copy of any such notice to each Participant or his spouse at the address supplied by the Company. Such resignation shall take effect upon the qualification of a successor Trustee and such successor Trustee commencing to act as such.

(b) In the event that, prior to a Change of Control, the Trustee notifies the Company of its intention to resign, in accordance with the foregoing provisions of this Section 9, the Company shall appoint a successor Trustee which shall be a bank or trust company. The Trustee shall thereupon deliver to the successor Trustee all the Trust Assets, together with such records and documents as may be reasonably required to enable the successor Trustee to properly administer the Trust, reserving such funds as it reasonably deems necessary to cover its unpaid bills, expenses and closing costs.

(c) Upon qualification of a successor Trustee, all right, title and interest of the resigning Trustee in the Trust Assets and all rights and privileges under this Trust Agreement theretofore vested in such resigning Trustee shall vest in the successor Trustee where applicable, and thereupon all future liability of said resigning Trustee shall terminate; provided, however, that the Trustee shall execute, acknowledge and deliver all documents and written instruments which are necessary to assign, transfer and convey the right, title and interest in the Trust Assets and all rights and privileges of the Trustee to the successor Trustee.

(d) Nothing in this Trust Agreement shall be interpreted as depriving the Trustee or the Company of the right to have a judicial settlement of the Trustee's accounts, and upon any proceeding for a judicial settlement of the Trustee's accounts or for instructions the only necessary parties thereto will be the Trustee and the Company.

Section 10. AMENDMENT OR TERMINATION


(a) This Trust Agreement may be amended at any time prior to the time any Additional Contribution is made (or, after the time any Additional Contribution is made if such Additional Contribution is returned to the Company in accordance with Section 2(c) hereof) and to any extent (including amendments to add other agreements, contracts or plans between the Company and the Participants or other key employees) by a written instrument executed by the Trustee and the Company.

(b) This Trust shall be revocable by the Company prior to the time any Additional Contribution is made or required to be made pursuant to the terms hereof and may be terminated by the Company prior thereto (or, after the time any Additional Contribution is made if such Additional Contribution is returned to the Company in accordance with Section 2(c) hereof). After the occurrence of a Change of Control, the Trust shall remain in effect until the receipt by the Trustee of a certification from the Consulting Firm that all liabilities under the Plan have been satisfied; provided that, if any payment made from the Trust or to be made pursuant to the Plan is being contested or litigated, the Trust shall remain in effect until such contest, litigation or dispute is resolved.

(c) At the termination of the Trust pursuant to Section 10(b), the Trustee shall as soon as practicable, but in any event within ninety (90) days of the date of such termination, transfer to the Company the value of the Trust Assets as of the termination date.

Section 11. PROTECTION OF THE TRUSTEE AND THE CONSULTING FIRM

(a) The Company agrees, to the extent permitted by applicable law, to indemnify the Trustee and the Consulting Firm and hold them harmless from and against any claim or liability that may be asserted against them by reason of their taking or refraining from taking any action under this Trust Agreement, including, without limiting the generality of the foregoing, any claim brought against the Trustee or the Consulting Firm by the Company, in any case, otherwise than on account of the Trustee's or the Consulting Firm's own negligence or willful misconduct.

(b) The Trustee shall be fully protected in relying upon a certification of an authorized representative of the Company or the Consulting Firm with respect to any instruction, direction or approval of the Company or the Consulting Firm until a subsequent certification is filed with the Trustee.

(c) The Trustee and the Consulting Firm shall each be fully protected in acting upon any instrument, certificate or paper believed by them to be genuine and to be signed or presented by the proper person or persons, and neither the Trustee nor the Consulting


Firm shall be under any duty to make any investigation or inquiry as to any statement contained in any such writing but may accept the same as conclusive evidence of the truth and accuracy of the statements therein contained.

(d) The Trustee shall not be liable for the proper application of any part of the Trust Assets if distributions are made in accordance with the terms of this Trust Agreement and information furnished to the Trustee by the Consulting Firm. All persons dealing with the Trustee are released from inquiry into the decision or authority of the Trustee and from seeing to the application of any monies, securities or other property paid or delivered to the Trustee.

Section 12. COMMUNICATION

(a) Communications to the Company shall be addressed to the Company at:

Casey's General Stores, Inc. P.O. Box 3001
One Convenience Blvd.

Ankeny, Iowa 50021

Attention: President

(b) Communications to the Trustee shall be addressed to it at:

UMB Bank, n.a.

1010 Grand Blvd.
P.O. Box 419692
Kansas City, Missouri 64141-6692

Attention: Employee Benefit Division

Section 13. SEVERABILITY AND ALIENATION

(a) Any provision of this Trust Agreement prohibited by law shall be ineffective to the extent of any such prohibition without invalidating or in any other way limiting the remaining provisions hereof.

(b) The rights, benefits and payments of a Participant payable from the Trust Assets may not be anticipated, assigned (either at law or in equity), alienated or subject to attachment, garnishment, levy, execution or other legal or equitable process except as required by law. Any attempt by a Participant to anticipate, alienate, assign, sell, transfer, pledge, encumber or charge the same shall be void. The Trust Assets shall not in any


manner be subject to the debts, contracts, liabilities, engagements or torts of any Participant and payments hereunder shall not be considered an asset of the Participant (or of the Participant's spouse) in the event of insolvency or bankruptcy.

Section 14. GOVERNING LAW

This Trust Agreement shall be governed by and construed in accordance with the laws of the State of Missouri without reference to principles of conflicts of law.

Section 15. MISCELLANEOUS

(a) The Trustee shall not be either individually or severally liable for any taxes of any kind levied or assessed under the existing or future laws against the Trust Assets. The Trustee shall withhold from each payment to any Participant or spouse any federal, state or local withholding taxes which is from time to time required to be deducted under applicable laws, as directed by the Consulting Firm. To the extent that any taxes levied or assessed upon the Trust are not paid by the Company, the Trustee shall pay such taxes out of the Trust Assets.

(b) Expenses and fees of the Company for the administration of this Trust and services in relation thereto for actuarial, legal and accounting and other similar expenses, including any costs with respect to the creation of the Trust, shall be paid by the Company and, if not so paid, may be paid by the Trustee from the Trust Assets.

(c) Participation in this Trust shall not give any Participant any right to be retained as an employee of the Company nor any rights other than those specifically enumerated herein or in the Plan.

(d) Any payment to any Participant (or to a Participant's spouse) in accordance with this Trust Agreement shall, to the extent thereof, be in full satisfaction of all claims against the Trustee and the Company under the Plan. Nothing in this Trust Agreement shall relieve the Company of its liability to pay benefits under the Plan except to the extent such liabilities are met through the use of the Trust Assets.

(e) Headings in this Trust Agreement are inserted for convenience of reference only and are not to be considered in the construction of the provisions hereof.

(f) This Trust Agreement may be executed in several counterparts, each of which shall be deemed an original, and said counterparts shall constitute but one and the same instrument, which may be sufficiently evidenced by any one counterpart.

(g) This Trust Agreement shall inure to the benefit of, and be binding upon, the


parties hereto and their successors and assigns.

(h) As used in this Trust Agreement, the masculine gender shall include the feminine and neuter genders.

(i) Any action of the Company pursuant to this Trust Agreement, including all orders, requests, data, directions, instructions and other related information shall be in writing signed on behalf of the Company by an officer or named designee of the Company.

IN WITNESS WHEREOF, the Company and the Trustee have executed this Trust Agreement as of the date first above written.

CASEY'S GENERAL STORES, INC.

By:      /s/ Ronald M. Lamb
         ------------------------------
         Name:   Ronald M. Lamb
         Title:  President and C.O.O.

UMB BANK, n.a.

By:      /s/ Mark P. Herman
         ----------------------------------
         Name: Mark P. Herman
         Title:   Senior Vice President


FEE AGREEMENT

The employer acknowledges that the fees for Trustee/Custodial services to be performed by UMB Bank, n.a. will be in accordance with the Negotiated Fee Schedule listed below.
Fees may be billed to the employer or charged to the Trust.

ACCOUNT SET-UP FEE:                      $300

ANNUAL ADMINISTRATIVE FEE:               $350

TAX REPORTING FEE:                       $100/year

SECURITIES FEE:                          WAIVED (on initial $100 contribution)
                                         Future securities fees are WAIVED
                                         until an additional contribution is
                                         made to this account.

If a securities fee is implemented, the following schedule will apply:

These are assessed quarterly on the ending market value of the assets. The amounts specified are the annual percentages to be charged.

                           a.       .65 of 1% on the first $500,000
                                    .45 of 1% on the next $2,000,000
                                    .35 of 1% on all over $2,500,000

                           b.       .20 of 1% on all assets invested in Scout,
                                    Fidelity Advisor, American Century Advisor
                                    and Federated Funds

SECURITIES TRANSACTION FEE:             There is a $15 charge for each directed
                                        security transaction in excess of one
                                        per quarter.   Transactions in the
                                        Scout Funds are exempt from this charge.

BENEFIT PAYMENTS AND OTHER
EXPENSE DISBURSEMENTS:            $10/check

TERMINATION AND TRANSFER FEE:     Charged at hourly rates
                                  (minimum fee of $300)

EXTRAORDINARY CHARGES:          Charged at hourly rates

HOURLY FEE:           Legal or Management          $100/hour


Other $ 50/hour

The Fee Schedule referenced above is applicable to the account(s) listed below:

         Name of Plan:       Casey's General Stores, Inc. Supplemental Executive
                             Retirement Plan

         Account No.:        46-0080

                  --
                  --       The fee is to be Charged to the Trust.

                  --
                  X        The fee is to be Billed to the firm for payment.
                  --

October 24, 1997                   /s/ John G. Harmon
---------------------              ---------------------------
Date                               Casey's General Stores, Inc.

November 4, 1997                   /s/ Mark P. Herman, Senior Vice President
-----------------------            -----------------------------------------
Date                               UMB Bank, n.a.


Exhibit 10.21(a)

AMENDED AND RESTATED
EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of the 24th day of October, 1997, by and between Casey's General Stores, Inc., an Iowa corporation (the "Company"), and Donald F. Lamberti ("Lamberti").

WHEREAS, the Board of Directors of the Company (the "Board of Directors") recognizes that the dedication of Lamberti as an officer and director to the affairs and welfare of the Company since its organization has resulted in a long and successful association; and

WHEREAS, the Board of Directors further recognizes that the Company has grown and prospered as a result of its association with Lamberti, and has determined that it is in the best interests of the Company and its shareholders to preserve this association so as to enable the Company to further benefit from Lamberti's superior knowledge and expertise in all of its present and future business endeavors; and

WHEREAS, the Company and Lamberti are parties to an Employment Agreement dated as of March 2, 1992, as amended by a First Amendment to Employment Agreement dated as of January 16, 1997 (together, the "Original Agreement"), providing for the employment of Lamberti to serve as the Chief Executive Officer of the Company under the terms and conditions set forth therein; and

WHEREAS, the Board of Directors has further determined that it is appropriate and in the best interests of the Company and its shareholders to modify the existing contractual arrangements with respect to Lamberti's employment by the Company, with the concurrence of Lamberti, and to amend and restate the Original Agreement to reflect the same; and

WHEREAS, the Board of Directors has further determined that it is in the best interest of the Company and its shareholders to assure that the Company will have the continued dedication of Lamberti, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Company, and to further encourage Lamberti's full attention and dedication to the Company currently and in the event of any threatened or pending Change of Control, and to provide Lamberti with compensation arrangements upon a Change of Control which provide him with compensation for expected losses that he would suffer in the event of a Change of Control and which are


competitive with those of other corporations, and, in order to accomplish these objectives, has determined to cause the Company to enter into this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, the parties hereto agree as follows:

1. CERTAIN DEFINITIONS. For purposes of this Agreement, and in addition to the other definitions set forth herein, the following terms shall have the following meanings:

a) "Change of Control" shall mean:

(i) the acquisition (other than from the Company) by any Person (as hereinafter defined), entity or "group" within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (the "Exchange Act"), (excluding for this purpose, the Company or any employee benefit plan of the Company, which acquires beneficial ownership of voting securities of the Company) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty percent (20%) or more of either the then outstanding shares of Common Stock, no par value, of the Company or the combined voting power of the Company's then outstanding voting securities entitled to vote generally in the election of directors (hereinafter referred to as the "Common Stock"), unless such beneficial ownership was acquired as a result of an acquisition of shares of Common Stock by the Company which, by reducing the number of shares outstanding, increases the proportionate number of shares beneficially owned by such Person, entity or "group" to twenty percent (20%) or more of the Common Stock of the Company then outstanding; provided, however, that if a Person, entity or "group" shall become the beneficial owner of twenty percent (20%) or more of the Common Stock of the Company then outstanding by reason of share purchases by the Company and shall, after such share purchases by the Company, become the beneficial owner of any additional shares of Common Stock of the Company, then such Person, entity or "group" shall be deemed to have met the conditions hereof; or

(ii) individuals who, as of the date hereof, constitute the Board of Directors (as of the date hereof, the "Incumbent Board") cease for any reason to constitute at least a majority of the Board of Directors, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of the Company, as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) shall be, for purposes of this Agreement considered as though such person were a member of the


Incumbent Board; or

(iii) approval by the shareholders of the Company of a reorganization, merger, consolidation (in each case, with respect to which persons who were the shareholders of the Company immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own more than fifty percent (50%) of the combined voting power entitled to vote generally in the election of directors of the reorganized, merged or consolidated company's then outstanding voting securities) or a liquidation or dissolution of the Company or of the sale of all or substantially all of the assets of the Company.

(b) "Annual Increase" shall take effect on each January 1 for which the benefit at issue is payable and shall mean fifty percent (50%) of the annual increase in the National Consumer Price Index for the City of Des Moines, Iowa, as published by the United States Bureau of Labor Statistics.

(c) "Annual Bonus" shall mean any bonus payable at the discretion of the Board of Directors of the Company, on such terms and in such amounts as it shall determine.

(d) "Employment Period" shall mean the term of Lamberti's employment under this Agreement, as set forth in Section 2 hereof.

(e) "Code" shall mean the Internal Revenue Code of 1986, as amended.

(f) "Accrued Obligations" shall mean (i) Lamberti's Salary through the Date of Termination at the rate in effect on the Date of Termination, (ii) the product of the Annual Bonus paid to Lamberti for the last full fiscal year and a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and
(iii) any compensation previously deferred (together with any accrued interest thereon) and not yet paid by the Company and any accrued vacation pay not yet paid by the Company.

(g) "Person" shall mean any individual, firm, corporation or other entity, and shall include any successor (by merger or otherwise) and all "affiliates" and "associates" of such entity (as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Exchange Act).

2. EMPLOYMENT AND TERM. The Company agrees to employ Lamberti, and Lamberti agrees to serve the Company, as Chief Executive Officer of the Company on the terms and under the conditions set forth in this Agreement. The initial term of employment under this Agreement shall commence on the date hereof and shall terminate


on April 30, 1998 (the "Initial Term"), after which this Agreement and the Employment Period hereunder shall be automatically renewed and extended for successive periods of three years (each of which shall be a "Renewal Term"), subject to the right of the Company and Lamberti to terminate this Agreement during the Initial Term or any such Renewal Term in accordance with the terms and conditions set forth in subsequent sections of this Agreement, and further subject to the right of the Company and Lamberti to cause this Agreement and the Employment Period hereunder to expire at the end of the Initial Term or any Renewal Term by giving written notice thereof at least one year prior to the end of the Initial Term or the then current Renewal Term, as applicable; provided, however, that in the event of a Change of Control during the Initial Term or any Renewal Term, this Agreement and the Employment Period hereunder automatically shall continue in full force and effect for the greater of (i) the remaining term of employment then in progress or (ii) three years from the effective date of the Change of Control. References herein to the Employment Period shall refer to both the Initial Term and any successive Renewal Term.

3. DUTIES OF LAMBERTI. During the period of his employment in the capacity of Chief Executive Officer, Lamberti will perform his duties to the best of his ability, subject to the control of the Board of Directors. It is agreed and understood that the position (including status, office, title and reporting requirements), authority, duties and responsibilities of Lamberti shall be substantially the same as those performed by Lamberti as Chief Executive Officer of the Company prior to the date of this Agreement, and that Lamberti shall at all times serve the best interests of the Company. The Company agrees that Lamberti shall at all times have such authority and discretion as is required in the carrying out of Lamberti's duties in a proper and efficient manner, subject to review by the Board of Directors.

During the period of his employment, it shall not be a violation of this Agreement for Lamberti to (i) serve on corporate, civil or charitable boards or committees, (ii) deliver lectures or fulfill speaking engagements and
(iii) manage personal investments, so long as such activities do not significantly interfere with the performance of Lamberti's responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by Lamberti prior to the date hereof, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the date hereof shall not thereafter be deemed to interfere with the performance of Lamberti's responsibilities to the Company.

4. COMPENSATION. The Company shall pay to Lamberti an annual salary of Three Hundred and Fifty Thousand Dollars ($350,000), payable in equal monthly installments, or such other amount as shall be mutually agreed upon by the Company and Lamberti (the "Salary"). In addition, Lamberti and/or Lamberti's family shall be entitled


to receive all benefits presently provided or those which may hereafter be generally provided by the Company to its employees, officers or directors, including health insurance and life insurance. With respect to such health insurance benefits, the Company agrees that at all times the health insurance coverages available to Lamberti and his spouse under such plans shall include provisions providing for lifetime benefits payable on behalf of Lamberti and his spouse of not less than One Million Dollars ($1,000,000) each, or such other amount as the Company and Lamberti may specifically agree upon in writing, subject, however, to any limitations, restrictions or conditions that shall from time to time be necessary to satisfy the requirements of applicable federal or state laws and regulations.

5. TERMINATION OF EMPLOYMENT. (a) Death or Disability. Lamberti's employment under this Agreement shall terminate automatically upon Lamberti's death. If the Company determines in good faith that the Disability of Lamberti has occurred (pursuant to the definition of "Disability" set forth below), it may give to Lamberti written notice of its intention to terminate Lamberti's employment as Chief Executive Officer of the Company. In such event, Lamberti's employment with the Company shall terminate effective on the thirtieth (30th) day after receipt of such notice by Lamberti (the "Disability Effective Date"), provided that, within the thirty (30) days after such receipt, Lamberti shall not have returned to full-time performance of his duties. For purposes of this Agreement, "Disability" means disability or incapacity of Lamberti which, at least twenty-six (26) weeks after its commencement, is determined by the Board of Directors upon competent medical advice to be such as to prevent Lamberti from performing substantially all of the duties of Chief Executive Officer of the Company.

(b) Cause. The Company may terminate Lamberti's employment for "Cause." For purposes of this Agreement, "Cause" means (i) an act or acts of personal dishonesty taken by Lamberti and intended to result in substantial personal enrichment of Lamberti at the expense of the Company, (ii) repeated violations by Lamberti of Lamberti's obligations under Section 3 of this Agreement which are demonstrably willful and deliberate on Lamberti's part and which are not remedied in a reasonable period of time after receipt of written notice from the Company or (iii) the conviction of Lamberti of a felony when such conviction is no longer subject to direct appeal.

(c) Good Reason. Lamberti's employment may be terminated by Lamberti for Good Reason. For purposes of this Agreement, "Good Reason" means:

(i) the assignment to Lamberti of any duties inconsistent in any respect with Lamberti's position (including status, office, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 3 of this Agreement, or any other action by the Company which results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and


inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by Lamberti;

(ii) Any failure by the Company to comply with the provisions of Section 4 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by Lamberti;

(iii) the Company's requiring Lamberti to be based at any office or location other than the Company's Corporate Headquarters facility in Ankeny, Iowa, except for travel reasonably required in the performance of Lamberti's responsibilities;

(iv) any purported termination by the Company of Lamberti's employment otherwise than for death, Disability or Cause as expressly permitted by this Agreement; or

(v) any failure by the Company to comply with and satisfy
Section 13(c) of this Agreement.

For purposes of this Section 5(c), any good faith determination of "Good Reason" made by Lamberti shall be conclusive.

(d) NOTICE OF TERMINATION. Any termination by the Company for Cause or by Lamberti for Good Reason shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 14(b) of this Agreement. For purposes of this Agreement, a "Notice of Termination" means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Lamberti's employment under the provision so indicated and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than fifteen (15) days after the giving of such notice). The failure of Lamberti to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason shall not waive any right of Lamberti hereunder or preclude Lamberti from asserting such fact or circumstance in enforcing his rights hereunder.

(e) DATE OF TERMINATION. "Date of Termination" means the date of receipt of the Notice of Termination or any later date specified therein, as the case may be; provided, however, that (i) if Lamberti's employment is terminated by the Company other than for Cause or Disability, the Date of Termination shall be the date on which the Company notifies Lamberti of such termination and (ii) if Lamberti's employment is terminated by reason of death or Disability, the Date of Termination shall be the date of


death of Lamberti or the Disability Effective Date, as the case may be.

6. OBLIGATIONS OF THE COMPANY UPON TERMINATION OF EMPLOYMENT.

(a) Death of Lamberti. In the event of the death of Lamberti during the term hereof, the Company shall pay to Lamberti's spouse, commencing on the first day of the month following his death and continuing for a period of twenty-four
(24) months thereafter, benefits equal to the monthly installments of Salary which was then being paid to Lamberti pursuant to Section 4 herein. Immediately following such two-year period, the Company shall commence the payment of monthly benefits to Lamberti's spouse equal in amount to one-fourth (1/4) of the monthly installments of Salary which was being paid to Lamberti at the time of his death under Section 4 herein, which monthly benefits shall be paid for a period of twenty (20) years or until the death of Lamberti's spouse, whichever occurs first. In addition, the Company shall continue at all times to offer and provide health insurance coverage to Lamberti's spouse, in accordance with the plans, programs, practices and policies provided by the Company under the terms of this Agreement at the time of Lamberti's death, until the death of Lamberti's spouse, except to the extent such coverage is or otherwise becomes available to Lamberti's spouse under the Medicare program of benefits.

(b) Disability of Lamberti. If Lamberti's employment is terminated by reason of the Disability of Lamberti, Lamberti's employment under this Agreement shall terminate without further obligations to Lamberti, other than those obligations accrued or earned and vested (if applicable) by Lamberti as of the Date of Termination, including for this purpose, all Accrued Obligations and those set forth herein. All such Accrued Obligations shall be paid to Lamberti in a lump sum in cash within thirty (30) days of the Date of Termination. Anything in this Agreement to the contrary notwithstanding, Lamberti shall be entitled after the Disability Effective Date to receive disability and other benefits in an amount equal to one-half (1/2) of his Salary (adjusted on an annual basis by the amount of the Annual Increase), which shall be payable in equal monthly installments until the close of the calendar year during which Lamberti attains sixty-five (65) years of age or until the last day of the month in which Lamberti is no longer deemed disabled pursuant to this Agreement, or until Lamberti's death, whichever shall first occur.

If Lamberti shall receive any disability payments from any insurance policies paid for by the Company, the payments to Lamberti pursuant to this provision shall be reduced by the amount of disability payments received by Lamberti under any such insurance policy or policies.

If, following the termination of Lamberti's employment by reason of Disability, the


Board of Directors determines, upon competent medical advice, that Lamberti has recovered from said Disability to the point where he is no longer prevented by said Disability from performing substantially all of the duties as Chief Executive Officer of the Company, the Company shall give Lamberti not less than thirty (30) days written notice of its election to cease the payment of Disability benefits to him pursuant to this Section 6(b), following which (i) the Company shall have no further obligations to Lamberti to make said Disability payments as provided herein and (ii) Lamberti thereafter shall be entitled to retire and terminate his employment with the Company, without further action or notice on his part, and to receive the benefits payable under the Non- Qualified Supplemental Executive Retirement Plan of the Company (the "SERP") (or any successor plan), as and to the extent set forth therein, and shall hold himself available to the Board of Directors for consultation as provided in Section 10 hereof.

Notwithstanding any Disability on the part of Lamberti, the Company shall continue at all times to offer and provide health insurance coverages to Lamberti and his spouse, in accordance with the most favorable plans, programs, practices and policies provided by the Company during the 90-day period immediately preceding the Disability Effective Date or, if more favorable to Lamberti, as in effect at any time thereafter with respect to other key employees and their families, until the death of Lamberti and his spouse, except to the extent such coverage is or otherwise becomes available to Lamberti and his spouse under the Medicare program of benefits.

(c) CAUSE; OTHER THAN FOR GOOD REASON. If Lamberti's employment shall be terminated for Cause, Lamberti's employment under this Agreement shall terminate without further obligations to Lamberti (other than the obligation to pay to Lamberti his Salary through the Date of Termination plus the amount of any compensation previously deferred by Lamberti, together with accrued interest thereon). If Lamberti terminates employment other than for Good Reason, this Agreement shall terminate without further obligations to Lamberti, other than those obligations accrued or earned and vested (if applicable) by Lamberti through the Date of Termination, including for this purpose, all Accrued Obligations. All such Accrued Obligations shall be paid to Lamberti in a lump sum in cash within thirty (30) days of the Date of Termination.

(d) GOOD REASON; OTHER THAN FOR CAUSE OR DISABILITY. If the Company shall terminate Lamberti's employment other than for Cause, Disability, or death or if Lamberti shall terminate his employment for Good Reason at any time during the Employment Period, except during a three-year period following any Change of Control (in which case the provisions of Section 6(e) shall apply), then in such event:

(i) the Company shall pay to Lamberti in a lump sum in cash within thirty (30) days after the Date of Termination the aggregate of the following amounts:


A. to the extent not theretofore paid, Lamberti's Salary through the Date of Termination; and

B. the product of (x) the highest Annual Bonus paid to Lamberti during the three (3) fiscal years preceding the fiscal year in which the Date of Termination occurs (the "Recent Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the date of Termination and the denominator of which is 365; and

C. the product of (x) two (2.0) and (y) the sum of (i) the Salary and (ii) the Recent Bonus; and

D. in the case of compensation previously deferred by Lamberti, all amounts previously deferred (together with any accrued interest thereon) and not yet paid by the Company, and any accrued vacation pay not yet paid by the Company; and

(ii) for a two-year period following the Date of Termination, the Company shall continue benefits to Lamberti and/or Lamberti's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies provided under this Agreement if Lamberti's employment had not been terminated, including health insurance and life insurance, in accordance with the most favorable plans, practices, programs or policies provided by the Company and its subsidiaries during the 90-day period immediately preceding the Date of Termination or, if more favorable to Lamberti, as in effect at any time thereafter with respect to other key employees and their families. Notwithstanding the foregoing, however, the Company shall continue at all times to offer and provide the above-described health insurance coverages to Lamberti and his spouse until their respective dates of death, except to the extent such coverage is or otherwise becomes available to Lamberti and his spouse under the Medicare program of benefits.

(e) GOOD REASON; OTHER THAN FOR CAUSE OR DISABILITY, FOLLOWING A CHANGE OF CONTROL. If, during a three year period following any Change of Control, the Company shall terminate Lamberti's employment other than for Cause, Disability, or death or if Lamberti shall terminate his employment for Good Reason:

(i) the Company shall pay to Lamberti in a lump sum in cash on the thirtieth (30th) day following the Date of Termination the aggregate of the following amounts:

A. to the extent not theretofore paid, Lamberti's Salary through the Date of Termination; and


B. the product of (x) the Recent Bonus and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the date of Termination and the denominator of which is 365; and

C. the product of (x) three (3.0) and (y) the sum of (i) the Salary and (ii) the Recent Bonus; and

D. in the case of compensation previously deferred by Lamberti, all amounts previously deferred (together with any accrued interest thereon) and not yet paid by the Company, and any accrued vacation pay not yet paid by the Company; and

(ii) for a three-year period following the Date of Termination, the Company shall continue benefits to Lamberti and/or Lamberti's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies provided under this Agreement if Lamberti's employment had not been terminated, including health insurance and life insurance, in accordance with the most favorable plans, practices, programs or policies provided by the Company and its subsidiaries during the 90-day period immediately preceding the Date of Termination or, if more favorable to Lamberti, as in effect at any time thereafter with respect to other key employees and their families. Notwithstanding the foregoing, however, the Company shall continue at all times to offer and provide the above-described health insurance coverages to Lamberti and his spouse until their respective dates of death, except to the extent such coverage is or otherwise becomes available to Lamberti and his spouse under the Medicare program of benefits.

(f) ALTERNATIVE EXCISE TAX CAP. Notwithstanding the provisions of
Section 6(e) hereof, if any payments or benefits received or to be received by Lamberti (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a Change of Control or any person affiliated with the Company or such person) constitute "parachute payments" within the meaning of Section 280G(b)(2)(A) of the Code and the value thereof exceeds 2.99 times Lamberti's "base amount," as defined in Section 280G(b)(3) of the Code, then, in lieu thereof, the Company shall pay to Lamberti, as soon as practicable following the Date of Termination but in no event later than thirty (30) days thereafter, a lump sum cash payment equal to 2.99 times his "base amount" (the "Alternative Severance Payment"), reduced as provided below. The value of the payments to be made under Section 6(e) and Lamberti's base amount shall be determined in accordance with temporary or final regulations, if any, promulgated under Section 280G of the Code and based upon the advice of the tax counsel referred to below.

The Alternative Severance Payment shall be reduced by the amount of any other payment or the value of any benefit received or to be received by Lamberti in connection


with a Change of Control of the Company or his termination of employment unless
(i) Lamberti shall have effectively waived his receipt or enjoyment of such payment or benefit prior to the date of payment of the Alternative Severance Payment, (ii) in the opinion of tax counsel selected by the Company's independent auditors, such other payment or benefit does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code, or
(iii) in the opinion of such tax counsel, the Alternative Severance Payment plus all other payments or benefits which constitute "parachute payments" within the meaning of Section 280G(b)(2) of the Code are reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code or are otherwise not subject to disallowance as a deduction by reason of Section 280G of the Code. The value of any non-cash benefit or any deferred payment or benefit shall be determined in accordance with the principles of Section 280G(d)(3) and (4) of the Code.

(g) SECTION 162(M) LIMITATION. In the event that the payments due to Lamberti under this Section 6 exceed the "reasonable compensation" limitations of Section 162(m) of the Code, that portion thereof that would not be deductible by the Company in the taxable year in which the payment is due shall be deferred by the Company and paid to Lamberti on the date that is sixteen (16) months following the Date of Termination, together with interest thereon at the rate provided in Section 7872(f)(2) of the Code.

7. NON-EXCLUSIVITY OF RIGHTS. Nothing in this Agreement shall prevent or limit Lamberti's continuing or future participation in any benefit, bonus, incentive or other plans, programs, policies or practices, provided by the Company and for which Lamberti may qualify, including but not limited to the SERP, nor shall anything herein limit or otherwise affect such rights as Lamberti may have under the SERP or any stock option or other agreements with the Company. Amounts which are vested benefits or which Lamberti is otherwise entitled to receive under any plan, policy, practice or program of the Company at or subsequent to the Date of Termination, including but not limited to the SERP, shall be payable in accordance with the SERP or such plan, policy, practice or program.

8. FULL SETTLEMENT. The Company's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against Lamberti or others. In no event shall Lamberti be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Lamberti under any of the provisions of this Agreement, but such payments shall be reduced to the extent of Lamberti's other earned income (if any) during any remaining portion of the Employment Period. Following any Change of Control, the Company agrees to pay, to the full extent permitted by law, all


legal fees and expenses which Lamberti may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company or others (including Lamberti) of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof, plus in each case interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code.

9. RETIREMENT OF LAMBERTI. It is understood that Lamberti shall retire on the last day of the calendar year during which he reaches sixty-five (65) years of age. The Board of Directors of the Company, at its sole option, may offer to extend Lamberti's employment on a year-to-year basis after the calendar year in which Lamberti reaches age sixty-five (65). At the conclusion of each year it will be presumed that Lamberti will retire unless the Board of Directors determines to offer to extend Lamberti's employment for an additional year.

Following the retirement of Lamberti, the Company shall continue at all times to offer and provide health insurance coverages to Lamberti and his spouse, in accordance with the most favorable plans, programs, practices and policies provided by the Company during the 90-day period immediately preceding the effective date of Lamberti's retirement or, if more favorable to Lamberti, as in effect at any time thereafter with respect to other key employees and their families, until the death of Lamberti and his spouse, except to the extent such coverage is or otherwise becomes available to Lamberti and his spouse under the Medicare program of benefits.

10. AVAILABILITY OF LAMBERTI AFTER RETIREMENT. Following his retirement, Lamberti shall at reasonable times and insofar as his physical condition may permit, hold himself available at the written request of the Board of Directors of the Company to consult with and advise the officers, directors, and other representatives of the Company. Such requests for Lamberti's service shall, however, be structured so that reasonable allowances are made for Lamberti's needs for vacation time and for other considerations of his physical well-being. All such services shall be provided by Lamberti at his place of residence unless otherwise agreed to by Lamberti. Lamberti shall not be required to devote any prescribed hours to consulting with and giving advice to the officers, directors, and other representatives of the Company in order to be entitled to the retirement benefits as set out in the SERP, but all such benefits shall be considered as earned in return for the consulting service and advice that Lamberti may give from time to time to the Company, its officers, directors, and other representatives.

If Lamberti's physical condition shall prevent him from consulting and advising with the officers, directors or other representatives of the Company, the retirement benefits provided under the SERP shall nonetheless be paid as therein provided.

Lamberti shall be reimbursed by the Company for all reasonable expenses incurred


as a consultant and advisor, including expenses for travel, communication, entertainment and similar items, upon presentation of itemized accounts of such expenditures.

11. DISCRETION OF BOARD OF DIRECTORS. Notwithstanding any other term or provision of this Agreement to the contrary, nothing stated herein is intended to, nor shall it be construed, to abrogate, limit, alter or affect the authority, rights and privileges of the Board of Directors of the Company to remove Lamberti as Chief Executive Officer or Chairman of the Board of the Company, without Cause, or during the term of this Agreement to elect as Chief Executive Officer or Chairman of the Board of Directors of the Company a person other than Lamberti, as provided by the laws of the State of Iowa; provided, however, it is expressly agreed and understood that, in the event any one or any combination of such events occurs, unless Lamberti is terminated for Cause as defined in Section 5(b) hereof, Lamberti may terminate his employment for Good Reason, in which case the Company shall pay Lamberti the benefits described in either Section 6(d) or Section 6(e) of this Agreement, as applicable, in consideration thereof.

12. CONFIDENTIAL INFORMATION; RESTRICTIVE COVENANT. (a) During the period of his employment, Lamberti shall hold in fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its subsidiaries, and their respective businesses, which shall have been obtained by Lamberti during Lamberti's employment by the Company or any of its subsidiaries and which shall not be or become public knowledge (other than by acts by Lamberti or his representatives in violation of this Agreement). During a three (3) year period following termination of Lamberti's employment with the Company, Lamberti shall not, without the prior written consent of the Company, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it.

(b) While this Agreement remains in effect and Lamberti is entitled to compensation or benefits pursuant to Sections 4 through 6 hereof (or, in the event of termination of his employment for Good Reason, for a period of three
(3) years thereafter), Lamberti shall not directly or indirectly associate with, participate in or render service to, whether as an employee, officer, director, consultant, independent contractor or otherwise, any organization that is engaged in business in competition with the Company, and he shall not himself engage in any such business on his own account.

(c) In the event of a demonstrated breach of this Section 12, the parties agree that the Company shall be entitled to seek equitable relief in a court of competent jurisdiction to prevent any anticipated continuing breach of the terms and conditions of this Section 12 and to secure the enforcement thereof. The foregoing remedy shall be exclusive and in lieu of any other remedy otherwise available to the Company under law.


13. SUCCESSORS. (a) This Agreement is personal to Lamberti and without the prior written consent of the Company shall not be assignable by Lamberti otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by Lamberti's legal representatives.

(b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

(c) The Company agrees and covenants to require (i) any successor or assignee (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company through a Change of Control or otherwise, and, (ii) within its lawful power to do so, any party effecting or taking steps to accomplish a Change of Control, to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or Change of Control had taken place. As used in this Agreement, "Company" shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

14. MISCELLANEOUS. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Iowa, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

(b) All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:
If the Company, to Casey's General Stores, Inc., P. O. Box 3001, One Convenience Blvd., Ankeny, Iowa 50021, Attention: President; and if to Lamberti, to his address appearing on the books of the Company, or to his residence, or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

(c) The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

(d) The Company may withhold from any amounts payable under this Agreement such Federal, state or local taxes as shall be required to be withheld pursuant to any applicable law or regulation.


(e) The Company's or Lamberti's failure to insist upon strict compliance with any provision hereof shall not be deemed to be a waiver of such provision or any other provision thereof.

(f) This Agreement contains the entire understanding of the Company and Lamberti with respect to the subject matter hereof. The Original Agreement between Lamberti and the Company, as defined in the preambles hereof, is hereby terminated and shall be of no further force or effect.

(g) No change, amendment or modification of this Agreement shall be valid unless the same be in writing and signed by the Company and Lamberti.

(h) This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one and the same instrument with the same force and effect as if all the parties had executed the same document.

IN WITNESS WHEREOF, the respective parties have caused this Agreement to be executed as of the day and year first above written.

CASEY'S GENERAL STORES, INC.

                                By:      /s/ Ronald M. Lamb
                                         ---------------------------------
                                         Ronald M. Lamb, President

ATTEST:


/s/ John G. Harmon
--------------------------------
John G. Harmon, Secretary



                                          /s/ Donald F. Lamberti
                                          ----------------------------
                                          Donald F. Lamberti


Exhibit 10.22(a)

AMENDED AND RESTATED
EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of the 24th day of October, 1997, by and between Casey's General Stores, Inc., an Iowa corporation (the "Company"), and Ronald M. Lamb ("Lamb").

WHEREAS, the Board of Directors of the Company (the "Board of Directors") recognizes that the dedication of Lamb as an officer and director to the affairs and welfare of the Company since its organization has resulted in a long and successful association; and

WHEREAS, the Board of Directors further recognizes that the Company has grown and prospered as a result of its association with Lamb, and has determined that it is in the best interests of the Company and its shareholders to preserve this association so as to enable the Company to further benefit from Lamb's superior knowledge and expertise in all of its present and future business endeavors; and

WHEREAS, the Company and Lamb are parties to an Employment Agreement dated as of March 2, 1992, as amended by a First Amendment to Employment Agreement dated as of January 16, 1997 (together, the "Original Agreement"), providing for the employment of Lamb to serve as the President and Chief Operating Officer of the Company under the terms and conditions set forth therein; and

WHEREAS, the Board of Directors has further determined that it is appropriate and in the best interests of the Company and its shareholders to modify the existing contractual arrangements with respect to Lamb's employment by the Company, with the concurrence of Lamb, and to amend and restate the Original Agreement to reflect the same; and

WHEREAS, the Board of Directors has further determined that it is in the best interest of the Company and its shareholders to assure that the Company will have the continued dedication of Lamb, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Company, and to further encourage Lamb's full attention and dedication to the Company currently and in the event of any threatened or pending Change of Control, and to provide Lamb with compensation arrangements upon a Change of Control which provide him with compensation for expected losses that he would suffer in the event of a Change of Control and which are competitive with those


of other corporations, and, in order to accomplish these objectives, has determined to cause the Company to enter into this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, the parties hereto agree as follows:

1. CERTAIN DEFINITIONS. For purposes of this Agreement, and in addition to the other definitions set forth herein, the following terms shall have the following meanings:

a) "Change of Control" shall mean:

(i) the acquisition (other than from the Company) by any Person (as hereinafter defined), entity or "group" within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (the "Exchange Act"), (excluding for this purpose, the Company or any employee benefit plan of the Company, which acquires beneficial ownership of voting securities of the Company) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty percent (20%) or more of either the then outstanding shares of Common Stock, no par value, of the Company or the combined voting power of the Company's then outstanding voting securities entitled to vote generally in the election of directors (hereinafter referred to as the "Common Stock"), unless such beneficial ownership was acquired as a result of an acquisition of shares of Common Stock by the Company which, by reducing the number of shares outstanding, increases the proportionate number of shares beneficially owned by such Person, entity or "group" to twenty percent (20%) or more of the Common Stock of the Company then outstanding; provided, however, that if a Person, entity or "group" shall become the beneficial owner of twenty percent (20%) or more of the Common Stock of the Company then outstanding by reason of share purchases by the Company and shall, after such share purchases by the Company, become the beneficial owner of any additional shares of Common Stock of the Company, then such Person, entity or "group" shall be deemed to have met the conditions hereof; or

(ii) individuals who, as of the date hereof, constitute the Board of Directors (as of the date hereof, the "Incumbent Board") cease for any reason to constitute at least a majority of the Board of Directors, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of the Company, as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) shall be, for purposes of this Agreement considered as though such person were a member of the


Incumbent Board; or

(iii) approval by the shareholders of the Company of a reorganization, merger, consolidation (in each case, with respect to which persons who were the shareholders of the Company immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own more than fifty percent (50%) of the combined voting power entitled to vote generally in the election of directors of the reorganized, merged or consolidated company's then outstanding voting securities) or a liquidation or dissolution of the Company or of the sale of all or substantially all of the assets of the Company.

(b) "Annual Increase" shall take effect on each January 1 for which the benefit at issue is payable and shall mean fifty percent (50%) of the annual increase in the National Consumer Price Index for the City of Des Moines, Iowa, as published by the United States Bureau of Labor Statistics.

(c) "Annual Bonus" shall mean any bonus payable at the discretion of the Board of Directors of the Company, on such terms and in such amounts as it shall determine.

(d) "Employment Period" shall mean the term of Lamb's employment under this Agreement, as set forth in Section 2 hereof.

(e) "Code" shall mean the Internal Revenue Code of 1986, as amended.

(f) "Accrued Obligations" shall mean (i) Lamb's Salary through the Date of Termination at the rate in effect on the Date of Termination, (ii) the product of the Annual Bonus paid to Lamb for the last full fiscal year and a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and
(iii) any compensation previously deferred (together with any accrued interest thereon) and not yet paid by the Company and any accrued vacation pay not yet paid by the Company.

(g) "Person" shall mean any individual, firm, corporation or other entity, and shall include any successor (by merger or otherwise) and all "affiliates" and "associates" of such entity (as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Exchange Act).

2. EMPLOYMENT AND TERM. The Company agrees to employ Lamb, and Lamb agrees to serve the Company, as Chief Operating Officer and President of the Company on the terms and under the conditions set forth in this Agreement. The initial term of employment under this Agreement shall commence on the date hereof and shall


terminate on April 30, 2000 (the "Initial Term"), after which this Agreement and the Employment Period hereunder shall be automatically renewed and extended for successive periods of three years (each of which shall be a "Renewal Term"), subject to the right of the Company and Lamb to terminate this Agreement during the Initial Term or any such Renewal Term in accordance with the terms and conditions set forth in subsequent sections of this Agreement, and further subject to the right of the Company and Lamb to cause this Agreement and the Employment Period hereunder to expire at the end of the Initial Term or any Renewal Term by giving written notice thereof at least one year prior to the end of the Initial Term or the then current Renewal Term, as applicable; provided, however, that in the event of a Change of Control during the Initial Term or any Renewal Term, this Agreement and the Employment Period hereunder automatically shall continue in full force and effect for the greater of (i) the remaining term of employment then in progress or (ii) three years from the effective date of the Change of Control. References herein to the Employment Period shall refer to both the Initial Term and any successive Renewal Term.

3. DUTIES OF LAMB. During the period of his employment in the capacity of Chief Operating Officer and President, Lamb will perform his duties to the best of his ability, subject to the control of the Board of Directors. It is agreed and understood that the position (including status, office, title and reporting requirements), authority, duties and responsibilities of Lamb shall be substantially the same as those performed by Lamb as Chief Operating Officer and President of the Company prior to the date of this Agreement, and that Lamb shall at all times serve the best interests of the Company. The Company agrees that Lamb shall at all times have such authority and discretion as is required in the carrying out of Lamb's duties in a proper and efficient manner, subject to review by the Board of Directors.

During the period of his employment, it shall not be a violation of this Agreement for Lamb to (i) serve on corporate, civil or charitable boards or committees, (ii) deliver lectures or fulfill speaking engagements and (iii) manage personal investments, so long as such activities do not significantly interfere with the performance of Lamb's responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by Lamb prior to the date hereof, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the date hereof shall not thereafter be deemed to interfere with the performance of Lamb's responsibilities to the Company.

4. COMPENSATION. The Company shall pay to Lamb an annual salary of Three Hundred and Fifty Thousand Dollars ($350,000), payable in equal monthly installments, or such other amount as shall be mutually agreed upon by the Company and Lamb (the "Salary"). In addition, Lamb and/or Lamb's family shall be entitled to receive


all benefits presently provided or those which may hereafter be generally provided by the Company to its employees, officers or directors, including health insurance and life insurance. With respect to such health insurance benefits, the Company agrees that at all times the health insurance coverages available to Lamb and his spouse under such plans shall include provisions providing for lifetime benefits payable on behalf of Lamb and his spouse of not less than One Million Dollars ($1,000,000) each, or such other amount as the Company and Lamb may specifically agree upon in writing, subject, however, to any limitations, restrictions or conditions that shall from time to time be necessary to satisfy the requirements of applicable federal or state laws and regulations.

5. TERMINATION OF EMPLOYMENT. (a) Death or Disability. Lamb's employment under this Agreement shall terminate automatically upon Lamb's death. If the Company determines in good faith that the Disability of Lamb has occurred (pursuant to the definition of "Disability" set forth below), it may give to Lamb written notice of its intention to terminate Lamb's employment as Chief Operating Officer and President. In such event, Lamb's employment with the Company shall terminate effective on the thirtieth (30th) day after receipt of such notice by Lamb (the "Disability Effective Date"), provided that, within the thirty (30) days after such receipt, Lamb shall not have returned to full-time performance of his duties. For purposes of this Agreement, "Disability" means disability or incapacity of Lamb which, at least twenty-six (26) weeks after its commencement, is determined by the Board of Directors upon competent medical advice to be such as to prevent Lamb from performing substantially all of the duties of Chief Operating Officer and President of the Company.

(b) Cause. The Company may terminate Lamb's employment for "Cause." For purposes of this Agreement, "Cause" means (i) an act or acts of personal dishonesty taken by Lamb and intended to result in substantial personal enrichment of Lamb at the expense of the Company, (ii) repeated violations by Lamb of Lamb's obligations under Section 3 of this Agreement which are demonstrably willful and deliberate on Lamb's part and which are not remedied in a reasonable period of time after receipt of written notice from the Company or
(iii) the conviction of Lamb of a felony when such conviction is no longer subject to direct appeal.

(c) Good Reason. Lamb's employment may be terminated by Lamb for Good Reason. For purposes of this Agreement, "Good Reason" means:

(i) the assignment to Lamb of any duties inconsistent in any respect with Lamb's position (including status, office, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 3 of this Agreement, or any other action by the Company which results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly


after receipt of notice thereof given by Lamb;

(ii) Any failure by the Company to comply with the provisions of Section 4 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by Lamb;

(iii) the Company's requiring Lamb to be based at any office or location other than the Company's Corporate Headquarters facility in Ankeny, Iowa, except for travel reasonably required in the performance of Lamb's responsibilities;

(iv) any purported termination by the Company of Lamb's employment otherwise than for death, Disability or Cause as expressly permitted by this Agreement; or

(v) any failure by the Company to comply with and satisfy
Section 13(c) of this Agreement.

For purposes of this Section 5(c), any good faith determination of "Good Reason" made by Lamb shall be conclusive.

(d) Notice of Termination. Any termination by the Company for Cause or by Lamb for Good Reason shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 14(b) of this Agreement. For purposes of this Agreement, a "Notice of Termination" means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Lamb's employment under the provision so indicated and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than fifteen (15) days after the giving of such notice). The failure of Lamb to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason shall not waive any right of Lamb hereunder or preclude Lamb from asserting such fact or circumstance in enforcing his rights hereunder.

(e) Date of Termination. "Date of Termination" means the date of receipt of the Notice of Termination or any later date specified therein, as the case may be; provided, however, that (i) if Lamb's employment is terminated by the Company other than for Cause or Disability, the Date of Termination shall be the date on which the Company notifies Lamb of such termination and (ii) if Lamb's employment is terminated by reason of death or Disability, the Date of Termination shall be the date of death of Lamb or the Disability Effective Date, as the case may be.


6. OBLIGATIONS OF THE COMPANY UPON TERMINATION OF EMPLOYMENT. (a) Death of Lamb. In the event of the death of Lamb during the term hereof, the Company shall pay to Lamb's spouse, commencing on the first day of the month following his death and continuing for a period of twenty-four (24) months thereafter, benefits equal to the monthly installments of Salary which was then being paid to Lamb pursuant to Section 4 herein. Immediately following such two-year period, the Company shall commence the payment of monthly benefits to Lamb's spouse equal in amount to one-fourth (1/4) of the monthly installments of Salary which was being paid to Lamb at the time of his death under Section 4 herein, which monthly benefits shall be paid for a period of twenty (20) years or until the death of Lamb's spouse, whichever occurs first. In addition, the Company shall continue at all times to offer and provide health insurance coverage to Lamb's spouse, in accordance with the plans, programs, practices and policies provided by the Company under the terms of this Agreement at the time of Lamb's death, until the death of Lamb's spouse, except to the extent such coverage is or otherwise becomes available to Lamb's spouse under the Medicare program of benefits.

(b) Disability of Lamb. If Lamb's employment is terminated by reason of the Disability of Lamb, Lamb's employment under this Agreement shall terminate without further obligations to Lamb, other than those obligations accrued or earned and vested (if applicable) by Lamb as of the Date of Termination, including for this purpose, all Accrued Obligations and those set forth herein. All such Accrued Obligations shall be paid to Lamb in a lump sum in cash within thirty (30) days of the Date of Termination. Anything in this Agreement to the contrary notwithstanding, Lamb shall be entitled after the Disability Effective Date to receive disability and other benefits in an amount equal to one-half (1/2) of his Salary (adjusted on an annual basis by the amount of the Annual Increase), which shall be payable in equal monthly installments until the close of the calendar year during which Lamb attains sixty-five (65) years of age or until the last day of the month in which Lamb is no longer deemed disabled pursuant to this Agreement, or until Lamb's death, whichever shall first occur.

If Lamb shall receive any disability payments from any insurance policies paid for by the Company, the payments to Lamb pursuant to this provision shall be reduced by the amount of disability payments received by Lamb under any such insurance policy or policies.

If, following the termination of Lamb's employment by reason of Disability, the Board of Directors determines, upon competent medical advice, that Lamb is no longer prevented by said Disability from performing substantially all of the duties as Chief Operating Officer and President of the Company, the Company shall give Lamb not less than thirty (30) days written notice of its election to cease the payment of Disability benefits to him pursuant to this Section 6(b), following which (i) the Company shall have


no further obligations to Lamb to make said Disability payments as provided herein and (ii) Lamb thereafter shall be entitled to retire and terminate his employment with the Company, without further action or notice on his part, and to receive the benefits payable under the Non-Qualified Supplemental Executive Retirement Plan of the Company (the "SERP") (or any successor plan), as and to the extent set forth therein, and shall hold himself available to the Board of Directors for consultation as provided in Section 10 hereof.

Notwithstanding any Disability on the part of Lamb, the Company shall continue at all times to offer and provide health insurance coverages to Lamb and his spouse, in accordance with the most favorable plans, programs, practices and policies provided by the Company during the 90-day period immediately preceding the Disability Effective Date or, if more favorable to Lamb, as in effect at any time thereafter with respect to other key employees and their families, until the death of Lamb and his spouse, except to the extent such coverage is or otherwise becomes available to Lamb and his spouse under the Medicare program of benefits.

(c) Cause; Other than for Good Reason. If Lamb's employment shall be terminated for Cause, Lamb's employment under this Agreement shall terminate without further obligations to Lamb (other than the obligation to pay to Lamb his Salary through the Date of Termination plus the amount of any compensation previously deferred by Lamb, together with accrued interest thereon). If Lamb terminates employment other than for Good Reason, this Agreement shall terminate without further obligations to Lamb, other than those obligations accrued or earned and vested (if applicable) by Lamb through the Date of Termination, including for this purpose, all Accrued Obligations. All such Accrued Obligations shall be paid to Lamb in a lump sum in cash within thirty (30) days of the Date of Termination.

(d) Good Reason; Other than for Cause or Disability. If the Company shall terminate Lamb's employment other than for Cause, Disability, or death or if Lamb shall terminate his employment for Good Reason at any time during the Employment Period, except during a three-year period following any Change of Control (in which case the provisions of Section 6(e) shall apply), then in such event:

(i) the Company shall pay to Lamb in a lump sum in cash within thirty (30) days after the Date of Termination the aggregate of the following amounts:

A. to the extent not theretofore paid, Lamb's Salary through the Date of Termination; and

B. the product of (x) the highest Annual Bonus paid to Lamb during the three (3) fiscal years preceding the fiscal year in which the Date of


Termination occurs (the "Recent Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the date of Termination and the denominator of which is 365; and

C. the product of (x) two (2.0) and (y) the sum of (i) the Salary and (ii) the Recent Bonus; and

D. in the case of compensation previously deferred by Lamb, all amounts previously deferred (together with any accrued interest thereon) and not yet paid by the Company, and any accrued vacation pay not yet paid by the Company; and

(ii) for a two-year period following the Date of Termination, the Company shall continue benefits to Lamb and/or Lamb's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies provided under this Agreement if Lamb's employment had not been terminated, including health insurance and life insurance, in accordance with the most favorable plans, practices, programs or policies provided by the Company and its subsidiaries during the 90-day period immediately preceding the Date of Termination or, if more favorable to Lamb, as in effect at any time thereafter with respect to other key employees and their families. Notwithstanding the foregoing, however, the Company shall continue at all times to offer and provide the above-described health insurance coverages to Lamb and his spouse until their respective dates of death, except to the extent such coverage is or otherwise becomes available to Lamb and his spouse under the Medicare program of benefits.

(e) Good Reason; Other than for Cause or Disability, following a Change of Control. If, during a three year period following any Change of Control, the Company shall terminate Lamb's employment other than for Cause, Disability, or death or if Lamb shall terminate his employment for Good Reason:

(i) the Company shall pay to Lamb in a lump sum in cash on the thirtieth (30th) day following the Date of Termination the aggregate of the following amounts:

A. to the extent not theretofore paid, Lamb's Salary through the Date of Termination; and

B. the product of (x) the Recent Bonus and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the date of Termination and the denominator of which is 365; and

C. the product of (x) three (3.0) and (y) the sum of (i) the Salary


and (ii) the Recent Bonus; and

D. in the case of compensation previously deferred by Lamb, all amounts previously deferred (together with any accrued interest thereon) and not yet paid by the Company, and any accrued vacation pay not yet paid by the Company; and

(ii) for a three-year period following the Date of Termination, the Company shall continue benefits to Lamb and/or Lamb's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies provided under this Agreement if Lamb's employment had not been terminated, including health insurance and life insurance, in accordance with the most favorable plans, practices, programs or policies provided by the Company and its subsidiaries during the 90-day period immediately preceding the Date of Termination or, if more favorable to Lamb, as in effect at any time thereafter with respect to other key employees and their families. Notwithstanding the foregoing, however, the Company shall continue at all times to offer and provide the above-described health insurance coverages to Lamb and his spouse until their respective dates of death, except to the extent such coverage is or otherwise becomes available to Lamb and his spouse under the Medicare program of benefits.

(f) Alternative Excise Tax Cap. Notwithstanding the provisions of
Section 6(e) hereof, if any payments or benefits received or to be received by Lamb (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a Change of Control or any person affiliated with the Company or such person) constitute "parachute payments" within the meaning of Section 280G(b)(2)(A) of the Code and the value thereof exceeds 2.99 times Lamb's "base amount," as defined in Section 280G(b)(3) of the Code, then, in lieu thereof, the Company shall pay to Lamb, as soon as practicable following the Date of Termination but in no event later than thirty (30) days thereafter, a lump sum cash payment equal to 2.99 times his "base amount" (the "Alternative Severance Payment"), reduced as provided below. The value of the payments to be made under Section 6(e) and Lamb's base amount shall be determined in accordance with temporary or final regulations, if any, promulgated under Section 280G of the Code and based upon the advice of the tax counsel referred to below.

The Alternative Severance Payment shall be reduced by the amount of any other payment or the value of any benefit received or to be received by Lamb in connection with a Change of Control of the Company or his termination of employment unless (i) Lamb shall have effectively waived his receipt or enjoyment of such payment or benefit prior to the date of payment of the Alternative Severance Payment, (ii) in the opinion of tax counsel selected by the Company's independent auditors, such other payment or benefit does not constitute a "parachute payment" within the meaning of Section


280G(b)(2) of the Code, or (iii) in the opinion of such tax counsel, the Alternative Severance Payment plus all other payments or benefits which constitute "parachute payments" within the meaning of Section 280G(b)(2) of the Code are reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code or are otherwise not subject to disallowance as a deduction by reason of Section 280G of the Code. The value of any non-cash benefit or any deferred payment or benefit shall be determined in accordance with the principles of Section 280G(d)(3) and (4) of the Code.

(g) Section 162(m) Limitation. In the event that the payments due to Lamb under this Section 6 exceed the "reasonable compensation" limitations of
Section 162(m) of the Code, that portion thereof that would not be deductible by the Company in the taxable year in which the payment is due shall be deferred by the Company and paid to Lamb on the date that is sixteen (16) months following the Date of Termination, together with interest thereon at the rate provided in
Section 7872(f)(2) of the Code.

7. NON-EXCLUSIVITY OF RIGHTS. Nothing in this Agreement shall prevent or limit Lamb's continuing or future participation in any benefit, bonus, incentive or other plans, programs, policies or practices, provided by the Company and for which Lamb may qualify, including but not limited to the SERP, nor shall anything herein limit or otherwise affect such rights as Lamb may have under the SERP or any stock option or other agreements with the Company. Amounts which are vested benefits or which Lamb is otherwise entitled to receive under any plan, policy, practice or program of the Company at or subsequent to the Date of Termination, including but not limited to the SERP, shall be payable in accordance with the SERP or such plan, policy, practice or program.

8. FULL SETTLEMENT. The Company's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against Lamb or others. In no event shall Lamb be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Lamb under any of the provisions of this Agreement, but such payments shall be reduced to the extent of Lamb's other earned income (if any) during any remaining portion of the Employment Period. Following any Change of Control, the Company agrees to pay, to the full extent permitted by law, all legal fees and expenses which Lamb may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company or others (including Lamb) of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof, plus in each case interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code.


9. RETIREMENT OF LAMB. It is understood that Lamb shall retire on the last day of the calendar year during which he reaches sixty-five (65) years of age. The Board of Directors of the Company, at its sole option, may offer to extend Lamb's employment on a year-to-year basis after the calendar year in which Lamb reaches age sixty-five (65). At the conclusion of each year it will be presumed that Lamb will retire unless the Board of Directors determines to offer to extend Lamb's employment for an additional year.

Following the retirement of Lamb, the Company shall continue at all times to offer and provide health insurance coverages to Lamb and his spouse, in accordance with the most favorable plans, programs, practices and policies provided by the Company during the 90-day period immediately preceding the effective date of Lamb's retirement or, if more favorable to Lamb, as in effect at any time thereafter with respect to other key employees and their families, until the death of Lamb and his spouse, except to the extent such coverage is or otherwise becomes available to Lamb and his spouse under the Medicare program of benefits.

10. AVAILABILITY OF LAMB AFTER RETIREMENT. Following his retirement, Lamb shall at reasonable times and insofar as his physical condition may permit, hold himself available at the written request of the Board of Directors of the Company to consult with and advise the officers, directors, and other representatives of the Company. Such requests for Lamb's service shall, however, be structured so that reasonable allowances are made for Lamb's needs for vacation time and for other considerations of his physical well-being. All such services shall be provided by Lamb at his place of residence unless otherwise agreed to by Lamb. Lamb shall not be required to devote any prescribed hours to consulting with and giving advice to the officers, directors, and other representatives of the Company in order to be entitled to the retirement benefits as set out in the SERP, but all such benefits shall be considered as earned in return for the consulting service and advice that Lamb may give from time to time to the Company, its officers, directors, and other representatives.

If Lamb's physical condition shall prevent him from consulting and advising with the officers, directors or other representatives of the Company, the retirement benefits provided under the SERP shall nonetheless be paid as therein provided.

Lamb shall be reimbursed by the Company for all reasonable expenses incurred as a consultant and advisor, including expenses for travel, communication, entertainment and similar items, upon presentation of itemized accounts of such expenditures.

11. DISCRETION OF BOARD OF DIRECTORS. Notwithstanding any other term or provision of this Agreement to the contrary, nothing stated herein is intended to, nor shall it be construed, to abrogate, limit, alter or affect the authority, rights and


privileges of the Board of Directors of the Company to remove Lamb as Chief Operating Officer and President of the Company, without Cause, or during the term of this Agreement to elect as Chief Operating Officer and President of the Company a person other than Lamb, as provided by the laws of the State of Iowa; provided, however, it is expressly agreed and understood that in the event any one or any combination of such events occurs, unless Lamb is terminated for Cause as defined in Section 5(b) hereof, Lamb may terminate his employment for Good Reason, in which case the Company shall pay Lamb the benefits described in either Section 6(d) or Section 6(e) of this Agreement, as applicable, in consideration thereof.

12. CONFIDENTIAL INFORMATION; RESTRICTIVE COVENANT. (a) During the period of his employment, Lamb shall hold in fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its subsidiaries, and their respective businesses, which shall have been obtained by Lamb during Lamb's employment by the Company or any of its subsidiaries and which shall not be or become public knowledge (other than by acts by Lamb or his representatives in violation of this Agreement). During a three (3) year period following termination of Lamb's employment with the Company, Lamb shall not, without the prior written consent of the Company, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it.

(b) While this Agreement remains in effect and Lamb is entitled to compensation or benefits pursuant to Sections 4 through 6 hereof (or, in the event of termination of his employment for Good Reason, for a period of three
(3) years thereafter), Lamb shall not directly or indirectly associate with, participate in or render service to, whether as an employee, officer, director, consultant, independent contractor or otherwise, any organization that is engaged in business in competition with the Company, and he shall not himself engage in any such business on his own account.

(c) In the event of a demonstrated breach of this Section 12, the parties agree that the Company shall be entitled to seek equitable relief in a court of competent jurisdiction to prevent any anticipated continuing breach of the terms and conditions of this Section 12 and to secure the enforcement thereof. The foregoing remedy shall be exclusive and in lieu of any other remedy otherwise available to the Company under law.

13. SUCCESSORS. (a) This Agreement is personal to Lamb and without the prior written consent of the Company shall not be assignable by Lamb otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by Lamb's legal representatives.

(b) This Agreement shall inure to the benefit of and be binding upon the


Company and its successors and assigns.

(c) The Company agrees and covenants to require (i) any successor or assignee (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company through a Change of Control or otherwise, and, (ii) within its lawful power to do so, any party effecting or taking steps to accomplish a Change of Control, to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or Change of Control had taken place. As used in this Agreement, "Company" shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

14. MISCELLANEOUS. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Iowa, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

(b) All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:
If the Company, to Casey's General Stores, Inc., P. O. Box 3001, One Convenience Blvd., Ankeny, Iowa 50021, Attention: President; and if to Lamb, to his address appearing on the books of the Company, or to his residence, or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

(c) The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

(d) The Company may withhold from any amounts payable under this Agreement such Federal, state or local taxes as shall be required to be withheld pursuant to any applicable law or regulation.

(e) The Company's or Lamb's failure to insist upon strict compliance with any provision hereof shall not be deemed to be a waiver of such provision or any other provision thereof.

(f) This Agreement contains the entire understanding of the Company and Lamb with respect to the subject matter hereof. The Original Agreement between Lamb


and the Company, as defined in the preambles hereof, is hereby terminated and shall be of no further force or effect.

(g) No change, amendment or modification of this Agreement shall be valid unless the same be in writing and signed by the Company and Lamb.

(h) This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one and the same instrument with the same force and effect as if all the parties had executed the same document.

IN WITNESS WHEREOF, the respective parties have caused this Agreement to be executed as of the day and year first above written.

CASEY'S GENERAL STORES, INC.

                            By:      /s/ Donald F. Lamberti
                                     ----------------------------
                                     Donald F. Lamberti, Chief
                                     Executive Officer

ATTEST:


/s/ John G. Harmon
--------------------------------
John G. Harmon, Secretary




                                     /s/ Ronald M. Lamb
                                     ---------------------------
                                     Ronald M. Lamb


Exhibit 10.23(a)

AMENDED AND RESTATED
EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of the 24th day of October, 1997, by and between Casey's General Stores, Inc., an Iowa corporation (the "Company"), and Douglas K. Shull ("Shull").

WHEREAS, the Board of Directors of the Company (the "Board of Directors") recognizes that the dedication of Shull as an officer and director to the affairs and welfare of the Company has resulted in a long and successful association; and

WHEREAS, the Board of Directors further recognizes that the Company has grown and prospered as a result of its association with Shull, and has determined that it is in the best interests of the Company and its shareholders to preserve this association so as to enable the Company to further benefit from Shull's superior knowledge and expertise in all of its present and future business endeavors; and

WHEREAS, the Company and Shull are parties to an Employment Agreement dated as of March 2, 1992, as amended by a First Amendment to Employment Agreement date as of January 9, 1997 (together, the "Original Agreement"), providing for the employment of Shull to serve as the Treasurer of the Company under the terms and conditions set forth therein; and

WHEREAS, the Board of Directors has further determined that it is appropriate and in the best interests of the Company and its shareholders to modify the existing contractual arrangements with respect to Shull's employment by the Company, with the concurrence of Shull, and to amend and restate the Original Agreement to reflect the same; and

WHEREAS, the Board of Directors has further determined that it is in the best interest of the Company and its shareholders to assure that the Company will have the continued dedication of Shull, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Company, and to further encourage Shull's full attention and dedication to the Company currently and in the event of any threatened or pending Change of Control, and to provide Shull with compensation arrangements upon a Change of Control which provide him with compensation for expected losses that he would suffer in the event of a Change of Control and which are competitive with those of other corporations, and, in order to accomplish these objectives, has determined to


cause the Company to enter into this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, the parties hereto agree as follows:

1. CERTAIN DEFINITIONS. For purposes of this Agreement, and in addition to the other definitions set forth herein, the following terms shall have the following meanings:

a) "Change of Control" shall mean:

(i) the acquisition (other than from the Company) by any Person (as hereinafter defined), entity or "group" within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (the "Exchange Act"), (excluding for this purpose, the Company or any employee benefit plan of the Company, which acquires beneficial ownership of voting securities of the Company) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty percent (20%) or more of either the then outstanding shares of Common Stock, no par value, of the Company or the combined voting power of the Company's then outstanding voting securities entitled to vote generally in the election of directors (hereinafter referred to as the "Common Stock"), unless such beneficial ownership was acquired as a result of an acquisition of shares of Common Stock by the Company which, by reducing the number of shares outstanding, increases the proportionate number of shares beneficially owned by such Person, entity or "group" to twenty percent (20%) or more of the Common Stock of the Company then outstanding; provided, however, that if a Person, entity or "group" shall become the beneficial owner of twenty percent (20%) or more of the Common Stock of the Company then outstanding by reason of share purchases by the Company and shall, after such share purchases by the Company, become the beneficial owner of any additional shares of Common Stock of the Company, then such Person, entity or "group" shall be deemed to have met the conditions hereof; or

(ii) individuals who, as of the date hereof, constitute the Board of Directors (as of the date hereof, the "Incumbent Board") cease for any reason to constitute at least a majority of the Board of Directors, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of the Company, as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) shall be, for purposes of this Agreement considered as though such person were a member of the Incumbent Board; or


(iii) approval by the shareholders of the Company of a reorganization, merger, consolidation (in each case, with respect to which persons who were the shareholders of the Company immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own more than fifty percent (50%) of the combined voting power entitled to vote generally in the election of directors of the reorganized, merged or consolidated company's then outstanding voting securities) or a liquidation or dissolution of the Company or of the sale of all or substantially all of the assets of the Company.

(b) "Annual Increase" shall take effect on each January 1 for which the benefit at issue is payable and shall mean fifty percent (50%) of the annual increase in the National Consumer Price Index for the City of Des Moines, Iowa, as published by the United States Bureau of Labor Statistics.

(c) "Annual Bonus" shall mean any bonus payable at the discretion of the Board of Directors of the Company, on such terms and in such amounts as it shall determine.

(d) "Employment Period" shall mean the term of Shull's employment under this Agreement, as set forth in Section 2 hereof.

(e) "Code" shall mean the Internal Revenue Code of 1986, as amended.

(f) "Accrued Obligations" shall mean (i) Shull's Salary through the Date of Termination at the rate in effect on the Date of Termination, (ii) the product of the Annual Bonus paid to Shull for the last full fiscal year and a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and
(iii) any compensation previously deferred (together with any accrued interest thereon) and not yet paid by the Company and any accrued vacation pay not yet paid by the Company.

(g) "Person" shall mean any individual, firm, corporation or other entity, and shall include any successor (by merger or otherwise) and all "affiliates" and "associates" of such entity (as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Exchange Act).

2. EMPLOYMENT AND TERM. The Company agrees to employ Shull, and Shull agrees to serve the Company, as Treasurer of the Company until August 1, 2001, unless his employment is otherwise terminated as provided herein; provided, however, that in the event of a Change of Control during the foregoing Employment Period, this Agreement shall continue in full force and effect for an additional period of three (3) years following the expiration of the Employment Period (until August 1, 2004).


3. DUTIES OF SHULL. During the period of his employment in the capacity of Treasurer, Shull agrees to devote all professional skill and energy to the faithful and full satisfaction of his duties as Treasurer. It is agreed and understood that Shull will perform all duties assigned to him, which shall be substantially the same as those performed by Shull as Treasurer of the Company prior to the date of this Agreement (including status, offices, titles and reporting requirements), to the full satisfaction of the Board of Directors. The Company agrees that Shull shall have such authority and discretion as is necessary to fully and faithfully perform his duties in a proper and efficient manner, subject to review by the Board of Directors.

During the period of his employment, it shall not be a violation of this Agreement for Shull to (i) serve on corporate, civil or charitable boards or committees, (ii) deliver lectures or fulfill speaking engagements and (iii) manage personal investments, so long as such activities do not significantly interfere with the performance of Shull's responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by Shull prior to the date hereof, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the date hereof shall not thereafter be deemed to interfere with the performance of Shull's responsibilities to the Company.

4. COMPENSATION. The Company shall pay to Shull an annual salary of One Hundred Forty-Five Thousand Dollars ($145,000), payable in equal monthly installments, or such other amount as shall be mutually agreed upon by the Company and Shull (the "Salary"). In addition, Shull and/or Shull's family shall be entitled to receive all benefits presently provided or those which may hereafter be provided generally by the Company to its employees, officers or directors, including health insurance and life insurance. With respect to such health insurance benefits, the Company agrees that at all times the health insurance coverages available to Shull and his spouse under such plans shall include provisions providing for lifetime benefits payable on behalf of Shull and his spouse of not less than One Million Dollars ($1,000,000) each, or such other amount as the Company and Shull may specifically agree upon in writing, subject, however, to any limitations, restrictions or conditions that shall from time to time be necessary to satisfy the requirements of applicable federal or state laws and regulations.

5. TERMINATION OF EMPLOYMENT. (a) Death or Disability. Shull's employment under this Agreement shall terminate automatically upon Shull's death. If the Company determines in good faith that the Disability of Shull has occurred (pursuant to the definition of "Disability" set forth below), it may give to Shull written notice of its intention to terminate Shull's employment as Treasurer of the Company. In such event, Shull's employment with the Company shall terminate effective on the thirtieth (30th) day after receipt of such notice by Shull (the "Disability Effective Date"), provided that,


within the thirty (30) days after such receipt, Shull shall not have returned to full-time performance of his duties. For purposes of this Agreement, "Disability means disability or incapacity of Shull which, at least twenty-six (26) weeks after its commencement, is determined by the Board of Directors upon competent medical advice to be such as to prevent Shull from performing substantially all of the duties as Treasurer of the Company.

Notwithstanding any Disability on the part of Shull, the Company shall continue at all times to offer and provide health insurance coverages to Shull and his spouse, in accordance with the plans, programs, practices and policies provided by the Company during the 90-day period immediately preceding the Disability Effective Date or, if more favorable to Shull, as in effect at any time thereafter with respect to other key employees and their families, until the death of Shull and his spouse, except to the extent such coverage is or otherwise becomes available to Shull and his spouse under the Medicare program of benefits.

(b) Cause. The Company may terminate Shull's employment for "Cause." For purposes of this Agreement, "Cause" means (i) an act or acts of personal dishonesty taken by Shull and intended to result in substantial personal enrichment of Shull at the expense of the Company, (ii) repeated violations by Shull of Shull's obligations under Section 3 of this Agreement which are demonstratively willful and deliberate on Shull's part and which are not remedied in a reasonable period of time after receipt of written notice from the Company or (iii) the conviction of Shull of a felony when such conviction is no longer subject to direct appeal.

(c) Good Reason. Shull's employment may be terminated by Shull for Good Reason. For purposes of this Agreement, "Good Reason" means:

(i) the assignment to Shull of any duties inconsistent in any respect with Shull's position (including status, office, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 3 of this Agreement, or any other action by the Company which results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by Shull;

(ii) Any failure by the Company to comply with the provisions of Section 4 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by Shull;

(iii) the Company's requiring Shull to be based at any office or location


other than the Company's Corporate Headquarters facility in Ankeny, Iowa, except for travel reasonably required in the performance of Shull's responsibilities;

(iv) any purported termination by the Company of Shull's employment otherwise than for death, Disability or Cause as expressly permitted by this Agreement; or

(v) any failure by the Company to comply with and satisfy
Section 13(c) of this Agreement.

For purposes of this Section 5(c), any good faith determination of "Good Reason" made by Shull shall be conclusive.

(d) Notice of Termination. Any termination by the Company for Cause or by Shull for Good Reason shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 14(b) of this Agreement. For purposes of this Agreement, a "Notice of Termination" means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Shull's employment under the provision so indicated and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than fifteen (15) days after the giving of such notice). The failure by Shull to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason shall not waive any right of Shull hereunder or preclude Shull from asserting such fact or circumstance in enforcing his rights hereunder.

(e) Date of Termination. "Date of Termination" means the date of receipt of the Notice of Termination or any later date specified therein, as the case may be; provided, however, that (i) if Shull's employment is terminated by the Company other than for Cause or Disability, the Date of Termination shall be the date on which the Company notifies Shull of such termination and (ii) if Shull's employment is terminated by reason of death or Disability, the Date of Termination shall be the date of death of Shull or the Disability Effective Date, as the case may be.

6. OBLIGATIONS OF THE COMPANY UPON TERMINATION OF EMPLOYMENT. (a) Death of Shull. In the event of the death of Shull during the term hereof, the Company shall pay to Shull's spouse, commencing on the first day of the month following his death and continuing for a period of twelve (12) months thereafter, benefits equal to the monthly installments of Salary which was then being paid to Shull pursuant to Section 4 herein. Immediately following such one-year period, the Company shall commence the payment of monthly benefits to Shull's spouse equal in amount to one-fourth (1/4) of the monthly installments of Salary which was being paid to Shull at


the time of his death under Section 4 herein, which monthly benefits shall be paid for a period of twenty (20) years or until the death of Shull's spouse, whichever occurs first. In addition, the Company shall continue at all times to offer and provide health insurance coverage to Shull's spouse, in accordance with the plans, programs, practices and policies provided by the Company under the terms of this Agreement at the time of Shull's death, until the death of Shull's spouse, except to the extent such coverage is or otherwise becomes available to Shull's spouse under the Medicare program of benefits.

(b) Cause; Other than for Good Reason. If Shull's employment shall be terminated for Cause, Shull's employment under this Agreement shall terminate without further obligations to Shull (other than the obligation to pay to Shull his Salary through the Date of Termination plus the amount of any compensation previously deferred by Shull, together with accrued interest thereon). If Shull terminates employment other than for Good Reason, this Agreement shall terminate without further obligations to Shull, other than those obligations accrued or earned and vested (if applicable) by Shull through the Date of Termination, including for this purpose, all Accrued Obligations. All such Accrued Obligations shall be paid to Shull in a lump sum in cash within thirty (30) days of the Date of Termination.

(c) Good Reason; Other than for Cause or Disability. If the Company shall terminate Shull's employment other than for Cause, Disability, or death or if Shull shall terminate his employment for Good Reason at any time during the Employment Period, except during a three-year period following any Change of Control (in which case the provisions of Section 6(d) shall apply), then in such event:

(i) the Company shall pay to Shull in a lump sum in cash within thirty (30) days after the Date of Termination the aggregate of the following amounts:

A. to the extent not theretofore paid, Shull's Salary through the Date of Termination; and

B. the product of (x) the highest Annual Bonus paid to Shull during the three (3) fiscal years preceding the fiscal year in which the Date of Termination occurs (the "Recent Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the date of Termination and the denominator of which is 365; and

C. the product of (x) two (2.0) and (y) the sum of (i) the Salary and (ii) the Recent Bonus; and

D. in the case of compensation previously deferred by Shull, all amounts previously deferred (together with any accrued interest thereon) and not yet paid


by the Company, and any accrued vacation pay not yet paid by the Company; and

(ii) for a two-year period following the Date of Termination, the Company shall continue benefits to Shull and/or Shull's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies provided under this Agreement if Shull's employment had not been terminated, including health insurance and life insurance, in accordance with the most favorable plans, practices, programs or policies provided by the Company and its subsidiaries during the 90-day period immediately preceding the Date of Termination or, if more favorable to Shull, as in effect at any time thereafter with respect to other key employees and their families. Notwithstanding the foregoing, however, the Company shall continue at all times to offer and provide the above-described health insurance coverages to Shull and his spouse until their respective dates of death, except to the extent such coverage is or otherwise becomes available to Shull and his spouse under the Medicare program of benefits.

(d) Good Reason; Other than for Cause or Disability, following a Change of Control. If, during a three year period following any Change of Control, the Company shall terminate Shull's employment other than for Cause, Disability, or death or if Shull shall terminate his employment for Good Reason:

(i) the Company shall pay to Shull in a lump sum in cash on the thirtieth (30th) day following the Date of Termination the aggregate of the following amounts:

A. to the extent not theretofore paid, Shull's Salary through the Date of Termination; and

B. the product of (x) the Recent Bonus and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the date of Termination and the denominator of which is 365; and

C. the product of (x) three (3.0) and (y) the sum of (i) the Salary and (ii) the Recent Bonus; and

D. in the case of compensation previously deferred by Shull, all amounts previously deferred (together with any accrued interest thereon) and not yet paid by the Company, and any accrued vacation pay not yet paid by the Company; and

(ii) for a three-year period following the Date of Termination, the Company shall continue benefits to Shull and/or Shull's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies provided under this Agreement if Shull's employment had not been


terminated, including health insurance and life insurance, in accordance with the most favorable plans, practices, programs or policies provided by the Company and its subsidiaries during the 90-day period immediately preceding the Date of Termination or, if more favorable to Shull, as in effect at any time thereafter with respect to other key employees and their families. Notwithstanding the foregoing, however, the Company shall continue at all times to offer and provide the above-described health insurance coverages to Shull and his spouse until their respective dates of death, except to the extent such coverage is or otherwise becomes available to Shull and his spouse under the Medicare program of benefits.

(e) Alternative Excise Tax Cap. Notwithstanding the provisions of
Section 6(d) hereof, if any payments or benefits received or to be received by Shull (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a Change of Control or any person affiliated with the Company or such person) constitute "parachute payments" within the meaning of Section 280G(b)(2)(A) of the Code and the value thereof exceeds 2.99 times Shull's "base amount," as defined in Section 280G(b)(3) of the Code, then, in lieu thereof, the Company shall pay to Shull, as soon as practicable following the Date of Termination but in no event later than thirty (30) days thereafter, a lump sum cash payment equal to 2.99 times his "base amount" (the "Alternative Severance Payment"), reduced as provided below. The value of the payments to be made under Section 6(e) and Shull's base amount shall be determined in accordance with temporary or final regulations, if any, promulgated under Section 280G of the Code and based upon the advice of the tax counsel referred to below.

The Alternative Severance Payment shall be reduced by the amount of any other payment or the value of any benefit received or to be received by Shull in connection with a Change of Control of the Company or his termination of employment unless (i) Shull shall have effectively waived his receipt or enjoyment of such payment or benefit prior to the date of payment of the Alternative Severance Payment, (ii) in the opinion of tax counsel selected by the Company's independent auditors, such other payment or benefit does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code, or (iii) in the opinion of such tax counsel, the Alternative Severance Payment plus all other payments or benefits which constitute "parachute payments" within the meaning of Section 280G(b)(2) of the Code are reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code or are otherwise not subject to disallowance as a deduction by reason of Section 280G of the Code. The value of any non-cash benefit or any deferred payment or benefit shall be determined in accordance with the principles of Section 280G(d)(3) and (4) of the Code.

(f) Section 162(m) Limitation. In the event that the payments due to Shull under this Section 6 exceed the "reasonable compensation" limitations of Section 162(m)


of the Code, that portion thereof that would not be deductible by the Company in the taxable year in which the payment is due shall be deferred by the Company and paid to Shull on the date that is sixteen (16) months following the Date of Termination, together with interest thereon at the rate provided in Section 7872(f)(2) of the Code.

7. NON-EXCLUSIVITY OF RIGHTS. Nothing in this Agreement shall prevent or limit Shull's continuing or future participation in any benefit, bonus, incentive or other plans, programs, policies or practices, provided by the Company and for which Shull may qualify, including but not limited to the Non-Qualified Supplemental Executive Retirement Plan of the Company (the "SERP") (or any successor plan), nor shall anything herein limit or otherwise affect such rights as Shull may have under the SERP or any stock option or other agreements with the Company. Amounts which are vested benefits or which Shull is otherwise entitled to receive under any plan, policy, practice or program of the Company at or subsequent to the Date of Termination, including but not limited to the SERP, shall be payable in accordance with the SERP or such plan, policy, practice or program.

8. FULL SETTLEMENT. The Company's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against Shull or others. In no event shall Shull be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Shull under any of the provisions of this Agreement, but such payments shall be reduced to the extent of Shull's other earned income (if any) during any remaining portion of the Employment Period. Following any Change of Control, the Company agrees to pay, to the full extent permitted by law, all legal fees and expenses which Shull may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company or others (including Shull) of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof, plus in each case interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code.

9. RETIREMENT OF SHULL. Provided that this Agreement or an extension thereof remains in effect, it is understood that Shull shall retire on the last day of the calendar year during which he reaches sixty-five (65) years of age. In such event, the Board of Directors of the Company, at its sole option, may offer to extend Shull's employment on a year-to-year basis after the calendar year in which Shull reaches age sixty-five (65). At the conclusion of each year it will be presumed that Shull will retire unless the Board of Directors determines to offer to extend Shull's employment for an additional year.

Following the retirement of Shull, the Company shall continue at all times to offer


and provide health insurance coverages to Shull and his spouse, in accordance with the most favorable plans, programs, practices and policies provided by the Company during the 90-day period immediately preceding the effective date of Shull's retirement or, if more favorable to Shull, as in effect at any time thereafter with respect to other key employees and their families, until the death of Shull and his spouse, except to the extent such coverage is or otherwise becomes available to Shull and his spouse under the Medicare program of benefits, and provided further that Shull and his spouse shall pay the same contribution as that required by other Company employees receiving such benefits until they reach sixty-five (65) years of age.

10. AVAILABILITY OF SHULL AFTER RETIREMENT. Following his retirement, Shull shall at reasonable times and insofar as his physical condition may permit, hold himself available at the written request of the Board of Director's of the Company to consult with and advise the officers, directors, and other representatives of the Company. Such requests for Shull's service shall, however, be structured so that reasonable allowances are made for Shull's needs for vacation time and for other considerations of his physical well-being. All such services shall be provided by Shull at his place of residence unless otherwise agreed to by Shull. Shull shall not be required to devote any prescribed hours to consulting with and giving advice to the officers, directors, and other representatives of the Company in order to be eligible to receive any benefits that may be available to him under the SERP or any other plan or program of the Company.

If Shull's physical condition shall prevent him from consulting and advising with the officers, directors or other representatives of the Company, the benefits that may be available to Shull under the SERP or any other plan or program of the Company shall nonetheless be paid as and to the extent therein provided.

Shull shall be reimbursed by the Company for all reasonable expenses incurred as a consultant and advisor, including expenses for travel, communication, entertainment and similar items, upon presentation of itemized accounts of such expenditures.

11. DISCRETION OF BOARD OF DIRECTORS. Notwithstanding any other term or provision of this Agreement to the contrary, nothing stated herein is intended to, nor shall it be construed, to abrogate, limit, alter or affect the authority, rights and privileges of the Board of Directors of the Company to remove Shull as Treasurer of the Company, without Cause, or during the term of this Agreement to elect as Treasurer of the Company a person other than Shull, as provided by the laws of the State of Iowa; provided, however, it is expressly agreed and understood that, in the event any one or any combination of such events occurs, unless Shull is terminated for Cause as defined in Section 5(b) hereof, Shull shall be entitled to terminate his employment for Good Reason (as defined in Section 5(c) hereof) and receive the benefits described in either Section


6(c) or Section 6(d) of this Agreement, as applicable, in consideration thereof.

12. CONFIDENTIAL INFORMATION; RESTRICTIVE COVENANT. (a) During the period of his employment, Shull shall hold in fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its subsidiaries, and their respective businesses, which shall have been obtained by Shull during Shull's employment by the Company or any of its subsidiaries and which shall not be or become public knowledge (other than by acts by Shull or his representatives in violation of this Agreement). During a three (3) year period following termination of Shull's employment with the Company, Shull shall not, without the prior written consent of the Company, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it.

(b) While this Agreement remains in effect and Shull is entitled to compensation or benefits pursuant to Sections 4 through 6 hereof (or, in the event of termination of his employment for Good Reason, for a period of three
(3) years thereafter), Shull shall not directly or indirectly associate with, participate in or render service to, whether as an employee, officer, director, consultant, independent contractor or otherwise, any organization that is engaged in business in competition with the Company, and he shall not himself engage in any such business on his own account.

(c) In the event of a demonstrated breach of this Section 12, the parties agree that the Company shall be entitled to seek equitable relief in a court of competent jurisdiction to prevent any anticipated continuing breach of the terms and conditions of this Section 12 and to secure the enforcement thereof. The foregoing remedy shall be exclusive and in lieu of any other remedy otherwise available to the Company under law.

13. SUCCESSORS. (a) This Agreement is personal to Shull and without the prior written consent of the Company shall not be assignable by Shull otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by Shull's legal representatives.

(b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

(c) The Company agrees and covenants to require (i) any successor or assignee (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company through a Change of Control or otherwise, and any, (ii) within its lawful power to do so, any party effecting or taking steps to accomplish a Change of Control, to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be


required to perform it if no such succession or Change of Control had taken place. As used in this Agreement, "Company" shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

14. MISCELLANEOUS. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Iowa, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

(b) All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:
If the Company, to Casey's General Stores, Inc., P. O. Box 3001, One Convenience Boulevard, Ankeny, Iowa 50021, Attention: President; and if to Shull, to his address appearing on the books of the Company, or to his residence, or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

(c) The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

(d) The Company may withhold from any amounts payable under this Agreement such Federal, state or local taxes as shall be required to be withheld pursuant to any applicable law or regulation.

(e) The Company's or Shull's failure to insist upon strict compliance with any provision hereof shall not be deemed to be a waiver of such provision or any other provision thereof.

(f) This Agreement contains the entire understanding of the Company and Shull with respect to the subject matter hereof. The Original Agreement between Shull and the Company, as defined in the preambles hereof, is hereby terminated and shall be of no further force or effect.

(g) No change, amendment or modification of this Agreement shall be valid unless the same be in writing and signed by the Company and Shull.

(h) This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute


one and the same instrument with the same force and effect as if all the parties had executed the same document.

IN WITNESS WHEREOF, the respective parties have caused this Agreement to be executed as of the day and year first above written.

CASEY'S GENERAL STORES, INC.

                           By:       /s/ Ronald M. Lamb
                                     ------------------------------
                                     Ronald M. Lamb, President

ATTEST:


/s/ John G. Harmon
--------------------------
John G. Harmon, Secretary



                                      /s/ Douglas K. Shull
                                      --------------------------
                                      Douglas K. Shull


Exhibit 10.24(a)

AMENDED AND RESTATED
EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of the 24th day of October, 1997, by and between Casey's General Stores, Inc., an Iowa corporation (the "Company"), and John G. Harmon ("Harmon").

WHEREAS, the Board of Directors of the Company (the "Board of Directors") recognizes that the dedication of Harmon as an officer and director to the affairs and welfare of the Company has resulted in a long and successful association; and

WHEREAS, the Board of Directors further recognizes that the Company has grown and prospered as a result of its association with Harmon, and has determined that it is in the best interest of the Company and its shareholders to preserve this association so as to enable the Company to further benefit from Harmon's superior knowledge and expertise in all of its present and future business endeavors; and

WHEREAS, the Company and Harmon are parties to an Employment Agreement dated as of July 19, 1994, as amended by a First Amendment to Employment Agreement dated as of January 9, 1997 (together, the "Original Agreement"), providing for the employment of Harmon to serve as the Corporate Secretary of the Company under the terms and conditions set forth therein; and

WHEREAS, the Board of Directors has further determined that it is appropriate and in the best interests of the Company and its shareholders to enter into written contractual arrangements with respect to Harmon's employment by the Company, with the concurrence of Harmon, and to amend and restate the Original Agreement to reflect the same; and

WHEREAS, the Board of Directors has further determined that it is in the best interest of the Company and its shareholders to assure that the Company will have the continued dedication of Harmon, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Company, and to further encourage Harmon's full attention and dedication to the Company currently and in the event of any threatened or pending Change of Control, and to provide Harmon with compensation arrangements upon a Change of Control which provide him with compensation for expected losses that he would suffer in the event of a Change of Control and which are competitive with those of other corporations, and, in order to accomplish these objectives,


has determined to cause the Company to enter into this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, the parties hereto agree as follows:

1. CERTAIN DEFINITIONS. For purposes of this Agreement, and in addition to the other definitions set forth herein, the following terms shall have the following meanings:

a) "Change of Control" shall mean:

(i) the acquisition (other than from the Company) by any Person (as hereinafter defined), entity or "group" within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (the "Exchange Act"), (excluding for this purpose, the Company or any employee benefit plan of the Company, which acquires beneficial ownership of voting securities of the Company) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty percent (20%) or more of either the then outstanding shares of Common Stock, no par value, of the Company or the combined voting power of the Company's then outstanding voting securities entitled to vote generally in the election of directors (hereinafter referred to as the "Common Stock"), unless such beneficial ownership was acquired as a result of an acquisition of shares of Common Stock by the Company which, by reducing the number of shares outstanding, increases the proportionate number of shares beneficially owned by such Person, entity or "group" to twenty percent (20%) or more of the Common Stock of the Company then outstanding; provided, however, that if a Person, entity or "group" shall become the beneficial owner of twenty percent (20%) or more of the Common Stock of the Company then outstanding by reason of share purchases by the Company and shall, after such share purchases by the Company, become the beneficial owner of any additional shares of Common Stock of the Company, then such Person, entity or "group" shall be deemed to have met the conditions hereof; or

(ii) individuals who, as of the date hereof, constitute the Board of Directors (as of the date hereof, the "Incumbent Board") cease for any reason to constitute at least a majority of the Board of Directors, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of the Company, as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) shall be, for purposes of this Agreement considered as though such person were a member of the Incumbent Board; or


(iii) approval by the shareholders of the Company of a reorganization, merger, consolidation (in each case, with respect to which persons who were the shareholders of the Company immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own more than fifty percent (50%) of the combined voting power entitled to vote generally in the election of directors of the reorganized, merged or consolidated company's then outstanding voting securities) or a liquidation or dissolution of the Company or of the sale of all or substantially all of the assets of the Company.

(b) "Annual Increase" shall take effect on each January 1 for which the benefit at issue is payable and shall mean fifty percent (50%) of the annual increase in the National Consumer Price Index for the City of Des Moines, Iowa, as published by the United States Bureau of Labor Statistics.

(c) "Annual Bonus" shall mean any bonus payable at the discretion of the Board of Directors of the Company, on such terms and in such amounts as it shall determine.

(d) "Employment Period" shall mean the term of Harmon's employment under this Agreement, as set forth in Section 2 hereof.

(e) "Code" shall mean the Internal Revenue Code of 1986, as amended.

(f) "Accrued Obligations" shall mean (i) Harmon's Salary through the Date of Termination at the rate in effect on the Date of Termination, (ii) the product of the Annual Bonus paid to Harmon for the last full fiscal year and a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and
(iii) any compensation previously deferred (together with any accrued interest thereon) and not yet paid by the Company and any accrued vacation pay not yet paid by the Company.

(g) "Person" shall mean any individual, firm, corporation or other entity, and shall include any successor (by merger or otherwise) and all "affiliates" and "associates" of such entity (as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Exchange Act).

2. EMPLOYMENT AND TERM. The Company agrees to employ Harmon, and Harmon agrees to serve the Company, as Corporate Secretary of the Company until August 1, 2001, unless his employment is otherwise terminated as provided herein; provided, however, that in the event of a Change of Control during the foregoing Employment Period, this Agreement shall continue in full force and effect for an additional period of three (3) years following the expiration of the Employment Period


(until August 1, 2004).

3. DUTIES OF HARMON. During the period of his employment in the capacity of Secretary, Harmon agrees to devote his professional skill and energy to the faithful and full satisfaction of his duties as Corporate Secretary. It is agreed and understood that Harmon will perform all duties assigned to him, which shall be substantially the same as those performed by Harmon as Secretary of the Company prior to the date of this Agreement (including status, offices, titles and reporting requirements), to the full satisfaction of the Board of Directors. The Company agrees that Harmon shall have such authority and discretion as is necessary to fully and faithfully perform his duties in a proper and efficient manner, subject to review by the Board of Directors.

During the period of his employment, it shall not be a violation of this Agreement for Harmon to (i) serve on corporate, civil or charitable boards or committees, (ii) deliver lectures or fulfill speaking engagements and (iii) manage personal investments, so long as such activities do not significantly interfere with the performance of Harmon's responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by Harmon prior to the date hereof, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the date hereof shall not thereafter be deemed to interfere with the performance of Harmon's responsibilities to the Company.

4. COMPENSATION. The Company shall pay to Harmon an annual salary of One Hundred Thirty-Five Thousand Dollars ($135,000), payable in equal monthly installments, or such other amount as shall be mutually agreed upon by the Company and Harmon (the "Salary"). In addition, Harmon and/or Harmon's family shall be entitled to receive all benefits presently provided or those which may hereafter be provided generally by the Company to its employees, officers or directors, including health insurance and life insurance. With respect to such health insurance benefits, the Company agrees that at all times the health insurance coverages available to Harmon and his spouse under such plans shall include provisions providing for lifetime benefits payable on behalf of Harmon and his spouse of not less than One Million Dollars ($1,000,000) each, or such other amount as the Company and Harmon may specifically agree upon in writing, subject, however, to any limitations, restrictions or conditions that shall from time to time be necessary to satisfy the requirements of applicable federal or state laws and regulations.

5. TERMINATION OF EMPLOYMENT. (a) Death or Disability. Harmon's employment under this Agreement shall terminate automatically upon Harmon's death. If the Company determines in good faith that the Disability of Harmon has occurred (pursuant to the definition of "Disability" set forth below), it may give to Harmon written


notice of its intention to terminate Harmon's employment as Secretary of the Company. In such event, Harmon's employment with the Company shall terminate effective on the thirtieth (30th) day after receipt of such notice by Harmon (the "Disability Effective Date"), provided that, within the thirty (30) days after such receipt, Harmon shall not have returned to full-time performance of his duties. For purposes of this Agreement, "Disability means disability or incapacity of Harmon which, at least twenty-six (26) weeks after its commencement, is determined by the Board of Directors upon competent medical advice to be such as to prevent Harmon from performing substantially all of the duties as Secretary of the Company.

Notwithstanding any Disability on the part of Harmon, the Company shall continue at all times to offer and provide health insurance coverages to Harmon and his spouse, in accordance with the plans, programs, practices and policies provided by the Company during the 90-day period immediately preceding the Disability Effective Date or, if more favorable to Harmon, as in effect at any time thereafter with respect to other key employees and their families, until the death of Harmon and his spouse, except to the extent such coverage is or otherwise becomes available to Harmon and his spouse under the Medicare program of benefits.

(b) Cause. The Company may terminate Harmon's employment for "Cause." For purposes of this Agreement, "Cause" means (i) an act or acts of personal dishonesty taken by Harmon and intended to result in substantial personal enrichment of Harmon at the expense of the Company, (ii) repeated violations by Harmon of Harmon's obligations under Section 3 of this Agreement which are demonstratively willful and deliberate on Harmon's part and which are not remedied in a reasonable period of time after receipt of written notice from the Company or (iii) the conviction of Harmon of a felony when such conviction is no longer subject to direct appeal.

(c) Good Reason. Harmon's employment may be terminated by Harmon for Good Reason. For purposes of this Agreement, "Good Reason" means:

(i) the assignment to Harmon of any duties inconsistent in any respect with Harmon's position (including status, office, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 3 of this Agreement, or any other action by the Company which results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by Harmon;

(ii) Any failure by the Company to comply with the provisions of Section 4 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt


of notice thereof given by Harmon;

(iii) the Company's requiring Harmon to be based at any office or location other than the Company's Corporate Headquarters facility in Ankeny, Iowa, except for travel reasonably required in the performance of Harmon's responsibilities;

(iv) any purported termination by the Company of Harmon's employment otherwise than for death, Disability or Cause as expressly permitted by this Agreement; or

(v) any failure by the Company to comply with and satisfy
Section 13(c) of this Agreement.

For purposes of this Section 5(c), any good faith determination of "Good Reason" made by Harmon shall be conclusive.

(d) Notice of Termination. Any termination by the Company for Cause or by Harmon for Good Reason shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 14(b) of this Agreement. For purposes of this Agreement, a "Notice of Termination" means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Harmon's employment under the provision so indicated and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than fifteen (15) days after the giving of such notice). The failure by Harmon to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason shall not waive any right of Harmon hereunder or preclude Harmon from asserting such fact or circumstance in enforcing his rights hereunder.

(e) Date of Termination. "Date of Termination" means the date of receipt of the Notice of Termination or any later date specified therein, as the case may be; provided, however, that (i) if Harmon's employment is terminated by the Company other than for Cause or Disability, the Date of Termination shall be the date on which the Company notifies Harmon of such termination and (ii) if Harmon's employment is terminated by reason of death or Disability, the Date of Termination shall be the date of death of Harmon or the Disability Effective Date, as the case may be.

6. OBLIGATIONS OF THE COMPANY UPON TERMINATION OF EMPLOYMENT. (a) Death of Harmon. In the event of the death of Harmon during the term hereof, the Company shall pay to Harmon's spouse, commencing on the first day of the month following his death and continuing for a period of twelve (12) months thereafter, benefits equal to the monthly installments of Salary which was then being paid


to Harmon pursuant to Section 4 herein. Immediately following such one-year period, the Company shall commence the payment of monthly benefits to Harmon's spouse equal in amount to one-fourth (1/4) of the monthly installments of Salary which was being paid to Harmon at the time of his death under Section 4 herein, which monthly benefits shall be paid for a period of twenty (20) years or until the death of Harmon's spouse, whichever occurs first. In addition, the Company shall continue at all times to offer and provide health insurance coverage to Harmon's spouse, in accordance with the plans, programs, practices and policies provided by the Company under the terms of this Agreement at the time of Harmon's death, until the death of Harmon's spouse, except to the extent such coverage is or otherwise becomes available to Harmon's spouse under the Medicare program of benefits.

(b) Cause; Other than for Good Reason. If Harmon's employment shall be terminated for Cause, Harmon's employment under this Agreement shall terminate without further obligations to Harmon (other than the obligation to pay to Harmon his Salary through the Date of Termination plus the amount of any compensation previously deferred by Harmon, together with accrued interest thereon). If Harmon terminates employment other than for Good Reason, this Agreement shall terminate without further obligations to Harmon, other than those obligations accrued or earned and vested (if applicable) by Harmon through the Date of Termination, including for this purpose, all Accrued Obligations. All such Accrued Obligations shall be paid to Harmon in a lump sum in cash within thirty (30) days of the Date of Termination.

(c) Good Reason; Other than for Cause or Disability. If the Company shall terminate Harmon's employment other than for Cause, Disability, or death or if Harmon shall terminate his employment for Good Reason at any time during the Employment Period, except during a three-year period following any Change of Control (in which case the provisions of Section 6(d) shall apply), then in such event:

(i) the Company shall pay to Harmon in a lump sum in cash within thirty (30) days after the Date of Termination the aggregate of the following amounts:

A. to the extent not theretofore paid, Harmon's Salary through the Date of Termination; and

B. the product of (x) the highest Annual Bonus paid to Harmon during the three (3) fiscal years preceding the fiscal year in which the Date of Termination occurs (the "Recent Bonus") and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the date of Termination and the denominator of which is 365; and

C. the product of (x) two (2.0) and (y) the sum of (i) the Salary


and (ii) the Recent Bonus; and

D. in the case of compensation previously deferred by Harmon, all amounts previously deferred (together with any accrued interest thereon) and not yet paid by the Company, and any accrued vacation pay not yet paid by the Company; and

(ii) for a two-year period following the Date of Termination, the Company shall continue benefits to Harmon and/or Harmon's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies provided under this Agreement if Harmon's employment had not been terminated, including health insurance and life insurance, in accordance with the most favorable plans, practices, programs or policies provided by the Company and its subsidiaries during the 90-day period immediately preceding the Date of Termination or, if more favorable to Harmon, as in effect at any time thereafter with respect to other key employees and their families. Notwithstanding the foregoing, however, the Company shall continue at all times to offer and provide the above-described health insurance coverages to Harmon and his spouse until their respective dates of death, except to the extent such coverage is or otherwise becomes available to Harmon and his spouse under the Medicare program of benefits.

(d) Good Reason; Other than for Cause or Disability, following a Change of Control. If, during a three year period following any Change of Control, the Company shall terminate Harmon's employment other than for Cause, Disability, or death or if Harmon shall terminate his employment for Good Reason:

(i) the Company shall pay to Harmon in a lump sum in cash on the thirtieth (30th) day following after the Date of Termination the aggregate of the following amounts:

A. to the extent not theretofore paid, Harmon's Salary through the Date of Termination; and

B. the product of (x) the Recent Bonus and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the date of Termination and the denominator of which is 365; and

C. the product of (x) three (3.0) and (y) the sum of (i) the Salary and (ii) the Recent Bonus; and

D. in the case of compensation previously deferred by Harmon, all amounts previously deferred (together with any accrued interest thereon) and not yet paid by the Company, and any accrued vacation pay not yet paid by the Company; and


(ii) for a three-year period following the Date of Termination, the Company shall continue benefits to Harmon and/or Harmon's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies provided under this Agreement if Harmon's employment had not been terminated, including health insurance and life insurance, in accordance with the most favorable plans, practices, programs or policies provided by the Company and its subsidiaries during the 90-day period immediately preceding the Date of Termination or, if more favorable to Harmon, as in effect at any time thereafter with respect to other key employees and their families. Notwithstanding the foregoing, however, the Company shall continue at all times to offer and provide the above-described health insurance coverages to Harmon and his spouse until their respective dates of death, except to the extent such coverage is or otherwise becomes available to Harmon and his spouse under the Medicare program of benefits.

(e) Alternative Excise Tax Cap. Notwithstanding the provisions of
Section 6(d) hereof, if any payments or benefits received or to be received by Harmon (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a Change of Control or any person affiliated with the Company or such person) constitute "parachute payments" within the meaning of Section 280G(b)(2)(A) of the Code and the value thereof exceeds 2.99 times Harmon's "base amount," as defined in Section 280G(b)(3) of the Code, then, in lieu thereof, the Company shall pay to Harmon, as soon as practicable following the Date of Termination but in no event later than thirty (30) days thereafter, a lump sum cash payment equal to 2.99 times his "base amount" (the "Alternative Severance Payment"), reduced as provided below. The value of the payments to be made under Section 6(e) and Harmon's base amount shall be determined in accordance with temporary or final regulations, if any, promulgated under Section 280G of the Code and based upon the advice of the tax counsel referred to below.

The Alternative Severance Payment shall be reduced by the amount of any other payment or the value of any benefit received or to be received by Harmon in connection with a Change of Control of the Company or his termination of employment unless (i) Harmon shall have effectively waived his receipt or enjoyment of such payment or benefit prior to the date of payment of the Alternative Severance Payment, (ii) in the opinion of tax counsel selected by the Company's independent auditors, such other payment or benefit does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code, or (iii) in the opinion of such tax counsel, the Alternative Severance Payment plus all other payments or benefits which constitute "parachute payments" within the meaning of Section 280G(b)(2) of the Code are reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code or are otherwise not subject to disallowance as a deduction by reason of Section 280G of the Code. The value of any non-cash benefit or any deferred payment or benefit


shall be determined in accordance with the principles of Section 280G(d)(3) and
(4) of the Code.

(f) Section 162(m) Limitation. In the event that the payments due to Harmon under this Section 6 exceed the "reasonable compensation" limitations of
Section 162(m) of the Code, that portion thereof that would not be deductible by the Company in the taxable year in which the payment is due shall be deferred by the Company and paid to Harmon on the date that is sixteen (16) months following the Date of Termination, together with interest thereon at the rate provided in
Section 7872(f)(2) of the Code.

7. NON-EXCLUSIVITY OF RIGHTS. Nothing in this Agreement shall prevent or limit Harmon's continuing or future participation in any benefit, bonus, incentive or other plans, programs, policies or practices, provided by the Company and for which Harmon may qualify, including but not limited to the Non-Qualified Supplemental Executive Retirement Plan of the Company (the "SERP") (or any successor plan), nor shall anything herein limit or otherwise affect such rights as Harmon may have under the SERP or any stock option or other agreements with the Company. Amounts which are vested benefits or which Harmon is otherwise entitled to receive under any plan, policy, practice or program of the Company at or subsequent to the Date of Termination, including but not limited to the SERP, shall be payable in accordance with the SERP or such plan, policy, practice or program.

8. FULL SETTLEMENT. The Company's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against Harmon or others. In no event shall Harmon be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Harmon under any of the provisions of this Agreement, but such payments shall be reduced to the extent of Harmon's other earned income (if any) during any remaining portion of the Employment Period. Following any Change of Control, the Company agrees to pay, to the full extent permitted by law, all legal fees and expenses which Harmon may reasonably incur as a result of any contest
(regardless of the outcome thereof) by the Company or others (including Harmon) of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof, plus in each case interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code.

9. RETIREMENT OF HARMON. Provided that this Agreement or an extension thereof remains in effect, it is understood that Harmon shall retire on the last day of the calendar year during which he reaches sixty-five (65) years of age. In such event, the Board of Directors of the Company, at its sole option, may offer to extend Harmon's employment on a year-to-year basis after the calendar year in which Harmon


reaches age sixty-five (65). At the conclusion of each year it will be presumed that Harmon will retire unless the Board of Directors determines to offer to extend Harmon's employment for an additional year.

Following the retirement of Harmon, the Company shall continue at all times to offer and provide health insurance coverages to Harmon and his spouse, in accordance with the most favorable plans, programs, practices and policies provided by the Company during the 90-day period immediately preceding the effective date of Harmon's retirement or, if more favorable to Harmon, as in effect and any time thereafter with respect to other key employees and their families, until the death of Harmon and his spouse, except to the extent such coverage is or otherwise becomes available to Harmon and his spouse under the Medicare program of benefits, and provided further that Harmon and his spouse shall pay the same contribution as that required of other Company employees receiving such benefits until they reach sixty-five (65) years of age.

10. AVAILABILITY OF HARMON AFTER RETIREMENT. Following his retirement, Harmon shall at reasonable times and insofar as his physical condition may permit, hold himself available at the written request of the Board of Director's of the Company to consult with and advise the officers, directors, and other representatives of the Company. Such requests for Harmon's service shall, however, be structured so that reasonable allowances are made for Harmon's needs for vacation time and for other considerations of his physical well-being. All such services shall be provided by Harmon at his place of residence unless otherwise agreed to by Harmon. Harmon shall not be required to devote any prescribed hours to consulting with and giving advice to the officers, directors, and other representatives of the Company in order to be eligible to receive any benefits that may be available to him under the SERP or any other plan or program of the Company.

If Harmon's physical condition shall prevent him from consulting and advising with the officers, directors or other representatives of the Company, the benefits that may be available to Harmon under the SERP or any other plan or program of the Company shall nonetheless be paid as and to the extent therein provided.

Harmon shall be reimbursed by the Company for all reasonable expenses incurred as a consultant and advisor, including expenses for travel, communication, entertainment and similar items, upon presentation of itemized accounts of such expenditures.

11. DISCRETION OF BOARD OF DIRECTORS. Notwithstanding any other term or provision of this Agreement to the contrary, nothing stated herein is intended to, nor shall it be construed, to abrogate, limit, alter or affect the authority, rights and privileges of the Board of Directors of the Company to remove Harmon as Corporate Secretary of the Company, without Cause, or during the term of this Agreement to elect


as Corporate Secretary of the Company a person other than Harmon, as provided by the laws of the State of Iowa; provided, however, it is expressly agreed and understood that, in the event any one or any combination of such events occurs, unless Harmon is terminated for Cause as defined in Section 5(b) hereof, Harmon shall be entitled to terminate his employment for Good Reason (as defined in
Section 5(c) hereof) and receive the benefits described in either Section 6(c) or Section 6(d) of this Agreement, as applicable, in consideration thereof.

12. CONFIDENTIAL INFORMATION; RESTRICTIVE COVENANT. (a) During the period of his employment, Harmon shall hold in fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its subsidiaries, and their respective businesses, which shall have been obtained by Harmon during Harmon's employment by the Company or any of its subsidiaries and which shall not be or become public knowledge (other than by acts by Harmon or his representatives in violation of this Agreement). During a three (3) year period following termination of Harmon's employment with the Company, Harmon shall not, without the prior written consent of the Company, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it.

(b) While this Agreement remains in effect and Harmon is entitled to compensation or benefits pursuant to Sections 4 through 6 hereof (or, in the event of termination of his employment for Good Reason, for a period of three
(3) years thereafter), Harmon shall not directly or indirectly associate with, participate in or render service to, whether as an employee, officer, director, consultant, independent contractor or otherwise, any organization that is engaged in business in competition with the Company, and he shall not himself engage in any such business on his own account.

(c) In the event of a demonstrated breach of this Section 12, the parties agree that the Company shall be entitled to seek equitable relief in a court of competent jurisdiction to prevent any anticipated continuing breach of the terms and conditions of this Section 12 and to secure the enforcement thereof. The foregoing remedy shall be exclusive and in lieu of any other remedy otherwise available to the Company under law.

13. SUCCESSORS. (a) This Agreement is personal to Harmon and without the prior written consent of the Company shall not be assignable by Harmon otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by Harmon's legal representatives.

(b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.


(c) The Company agrees and covenants to require (i) any successor or assignee (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company through a Change of Control or otherwise, and, (ii) within its lawful power to do so, any party effecting or taking steps to accomplish a Change of Control, to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or Change of Control had taken place. As used in this Agreement, "Company" shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

14. MISCELLANEOUS. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Iowa, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

(b) All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:
If the Company, to Casey's General Stores, Inc., P. O. Box 3001, One Convenience Blvd., Ankeny, Iowa 50021, Attention: President; and if to Harmon, to his address appearing on the books of the Company, or to his residence, or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

(c) The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

(d) The Company may withhold from any amounts payable under this Agreement such Federal, state or local taxes as shall be required to be withheld pursuant to any applicable law or regulation.

(e) The Company's or Harmon's failure to insist upon strict compliance with any provision hereof shall not be deemed to be a waiver of such provision or any other provision thereof.

(f) This Agreement contains the entire understanding of the Company and Harmon with respect to the subject matter hereof. The Original Agreement between the Company and Harmon, as defined in the preambles hereof, is hereby terminated and shall be of no further force or effect.


(g) No change, amendment or modification of this Agreement shall be valid unless the same be in writing and signed by the Company and Harmon.

(h) This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one and the same instrument with the same force and effect as if all the parties had executed the same document.

IN WITNESS WHEREOF, the respective parties have caused this Agreement to be executed as of the day and year first above written.

CASEY'S GENERAL STORES, INC.

                              By:      /s/ Ronald M. Lamb
                                       ------------------------------
                                       Ronald M. Lamb, President

ATTEST:


/s/ Eli J. Wirtz
------------------------------
Eli J. Wirtz, Assistant Secretary



                                       /s/ John G. Harmon
                                       ----------------------------
                                       John G. Harmon