SECOND AMENDMENT TO TRUST INDENTURE OF THE STANLEY H. DURWOOD FOUNDATION

                               SECOND AMENDMENT TO
                               TRUST INDENTURE OF
                        THE XXXXXXX X. XXXXXXX FOUNDATION


     This Agreement is made effective the 30th day of October,  2002, by XXXXXXX
X. XXXXXX,  XX. and XXXXXXX X. XXXX,  XX., as Trustees of THE XXXXXXX X. XXXXXXX
FOUNDATION under Trust Indenture dated April 27, 1999, (hereinafter  "Trustees")
and THE GREATER  KANSAS CITY  COMMUNITY  FOUNDATION,  a Missouri  not-for-profit
corporation,   as  sole  Beneficiary  of  THE  XXXXXXX  X.  XXXXXXX   FOUNDATION
(hereinafter "Beneficiary").

     WHEREAS, Xxxxxxx X. Xxxxxxx, as Grantor, established THE XXXXXXX X. XXXXXXX
FOUNDATION  (hereinafter "Xxxxxxx Foundation") under Trust Indenture dated April
27, 1999, and named himself,  XXXXXXX X. XXXXXX, XX. and XXXXXXX X. XXXX, XX. as
Trustees;

     WHEREAS,  Xxxxxxx X.  Xxxxxxx  died on July 14,  1999,  leaving  XXXXXXX X.
XXXXXX,  XX. and XXXXXXX X. XXXX, XX. as the sole surviving and currently acting
Trustees of the Xxxxxxx Foundation;

     WHEREAS, the sole beneficiary of the Xxxxxxx Foundation is the Beneficiary,
THE GREATER KANSAS CITY COMMUNITY FOUNDATION;

     WHEREAS, the Trustees and the Beneficiary amended the Trust Indenture dated
April  27,  1999,   by  the  First   Amendment   thereto  dated  March  2,  2000
(collectively, the "Trust Indenture"), which, among other things, vested control
of the Xxxxxxx  Foundation in the  Beneficiary  by requiring the  Beneficiary to
appoint a majority of the Trustees of the Xxxxxxx Foundation;

     WHEREAS,  Paragraph  9  (b)  of  the  Xxxxxxx  Foundation  Trust  Indenture
authorizes  the  Trustees to amend the Trust  Indenture  with the consent of the
Beneficiary so long as such  amendment  will not prevent the Xxxxxxx  Foundation
from continuing to qualify as a tax exempt organization described in Section 509
(a) (3) of the Internal Revenue Code of 1986, as amended, donations to which are
deductible from taxable income;

     WHEREAS,  the Trustees and the Beneficiary  wish to amend Paragraph 5(b) of
the Trust  Indenture to provide that a minimum of one (1) Trustee  rather than a
minimum of two (2)  Trustees  shall serve for the Xxxxxxx  Foundation  under the
Trust Indenture; and

     WHEREAS,  the Trustees and Beneficiary  have concluded that an amendment to
the Trust Indenture to allow one (1) Trustee to serve for the Xxxxxxx Foundation
will not




prevent the Xxxxxxx  Foundation from qualifying as a tax exempt  organization as
described above.

     NOW,  THEREFORE,  in  consideration  of the premises,  the Trustees and the
Beneficiary hereby agree as follows:

                                     ITEM I

     Paragraph  5(b) of the  Trust  Indenture  shall be  amended  to read in its
entirety as follows:

          (b) NUMBER AND  APPOINTMENT OF TRUSTEES.  The  Beneficiary  shall
     have  the sole  and  exclusive  power to  appoint  a  majority  of the
     Trustees. A minimum of one (1) Trustee shall be appointed.  The number
     of Trustees may be increased or decreased by the Beneficiary  with the
     consent of the Trustees who are then serving. The Trustees may appoint
     additional  or  successor  Trustees  not  required  as a  part  of the
     majority of the Trustees appointed by the Beneficiary.


                                  ITEM II

     The  Trustees  and the  Beneficiary  hereby  ratify and  confirm  all other
provisions  of the  Trust  Indenture  except  as they  may be  modified  by this
Amendment.

     IN WITNESS  WHEREOF,  the Trustees and the Beneficiary  hereby execute this
Agreement to be effective the day and year first above written.


                                        /s/ Xxxxxxx X. Xxxxxx, Xx., Trustee
                                        Xxxxxxx  X.  Xxxxxx,  Xx., Trustee


                                        /s/ Xxxxxxx X. Xxxx, Xx., Trustee
                                        Xxxxxxx X. Xxxx, Xx., Trustee


                                        THE GREATER KANSAS CITY
                                        COMMUNITY FOUNDATION


                                        By: /s/ Xxxxxx X. Xxxxxxx
                                                Xxxxxx X. Xxxxxxx, President
ATTEST:

/s/ Xxxxxxx Xxxxx
Secretary


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STATE OF Missouri )
                  ) ss.
COUNTY OF Xxxxxxx )


     On the 29 day of  October,  2002,  at my office in said  County  and State,
before me, the  undersigned,  a notary public,  personally  appeared  XXXXXXX X.
XXXXXX,  XX.,  to me  personally  known  and  known to me to be the same  person
described in and who executed the foregoing  instrument,  and  acknowledged  the
execution of the same as said person's free act and deed.

     IN WITNESS  WHEREOF,  I have  hereunto  set my hand and affixed my notarial
seal the day and year last above written.

                                           /s/Xxxxxx X. Xxxx
                                           Notary Public
My Commission Expires:

April 14, 2002




STATE OF Missouri )
                  ) ss.
COUNTY OF Xxxxxxx )


     On the 5 day of  November,  2002,  at my office in said  County  and State,
before me, the  undersigned,  a notary public,  personally  appeared  XXXXXXX X.
XXXX,  XX.,  to me  personally  known  and  known  to me to be the  same  person
described in and who executed the foregoing  instrument,  and  acknowledged  the
execution of the same as said person's free act and deed.

     IN WITNESS  WHEREOF,  I have  hereunto  set my hand and affixed my notarial
seal the day and year last above written.

                                          /s/ Xxxxxxxx X. Xxxxxxxx
                                           Notary Public
My Commission Expires:

March 10, 2003



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STATE OF Missouri )
                  ) ss.
COUNTY OF Xxxxxxx )


     On the 30 day of October, 2002, before me, the undersigned, a Notary Public
within and for said County and State,  personally appeared XXXXXX X. XXXXXXX, to
me  personally  known,  who  being  by me duly  sworn,  did say  that she is the
President  of  THE  GREATER  KANSAS  CITY  COMMUNITY   FOUNDATION,   a  Missouri
not-for-profit corporation, that the seal affixed to the foregoing instrument is
the corporate  seal of said  corporation,  that said  instrument  was signed and
sealed on behalf of said corporation by authority of its Board of Directors, and
said officer  acknowledged  said  instrument to be the free act and deed of said
corporation.

     IN WITNESS  WHEREOF,  I have  hereunto  set my hand and affixed my notarial
seal the day and year last above written.


                                           /s/ Xxxxxxxx X. Xxxxx
                                           Notary Public
My Commission Expires:

July 1, 2006




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