Excess Benefit Pension Plan

EXHIBIT 10.5


DILLON COMPANIES, INC.


EXCESS BENEFIT PENSION PLAN


Effective January 1, 1994


DILLON COMPANIES, INC.

EXCESS BENEFIT PENSION PLAN

Dillon Companies, Inc. hereby states, effective as of the 1 " day of January, 1994, the Dillon Companies, Inc. Excess Benefit Pension Plan, established for the sole purpose of providing to participants in the Dillon Companies, Inc. Pension Plan benefits in excess of limitations on benefits imposed by Section 415 of the Internal Revenue Code of 1986 (as amended from time to time) as hereafter provided.

ARTICLE I
Definitions

1.01 Board of Directors shall mean the Board of Directors of the Company (as defined in Section 1.04).

1.02 Code shall mean the Internal Revenue Code of 1986, as the same now stand and may hereafter be amended from time to time.

1.03 Committee shall mean the Retirement Management Committee.

1.04 Company shall mean Dillon Companies, Inc., a Kansas corporation, its corporate successor and the surviving corporation resulting from any merger of Dillon Companies, Inc. with any other corporation or corporations and shall be deemed to include any other corporation organized and existing under the laws of the United States or any state or the District of Columbia of which 50% of the issued and outstanding stock is owned by Dillon Companies, Inc. or by a subsidiary.

1.05 Designated beneficiary shall mean a "beneficiary" as defined in the Dillon Companies, Inc. Pension Plan.

1.06 Insolvency shall be defined as an excess of liabilities over assets as determined in accordance with generally accepted accounting principles.

1.07 Participant shall mean an individual who at any time on or after January 1, 1994 is a "participant" as defined in the Dillon Companies, Inc. Pension Plan and shall be deemed to include such participant's designated beneficiary as defined in Section 1.05 and, when appropriate, such participant's estate and surviving spouse.

1

1.08 Pension Plan shall mean the Dillon Companies, Inc. Pension Plan.

1.09 Plan shall mean this Dillon Companies, Inc. Excess Benefit Pension Plan.

ARTICLE II
Benefits

2.01 At such time as a participant shall receive a distribution under the Pension Plan, such participant also shall receive a distribution under this Plan in an amount equal to the excess, if any, of (1) the amount such participant would have received under the ...