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