Exhibit 10.16

AMENDMENT NO. l
TO
TERMINATION COMPENSATION AGREEMENT

This Amendment is made the 20th day of January, 1995, among Seafield Capital 
Corporation (formerly named BMA Corporation), a Missouri corporation (the 
"Corporation") and the Corporation officer whose name is set forth at the end 
of this Amendment (the "Officer").

WHEREAS, the Corporation and the Officer are parties to a Termination 
Compensation Agreement, dated January 27, 1990 (the "Agreement") providing for
certain severance compensation and benefits to the Officer in the event his 
employment with the Corporation is terminated under specified circumstances 
within three years after a "change of control," as defined in the Agreement; 
and

WHEREAS, on the date of this Amendment, the Nominating and Compensation 
Committee of the Corporation's Board of Directors (the "Committee") waived the
time vesting requirements for portions of a certain restricted stock award (the
"Restricted Stock Award") granted to the Officer on August 9, 1991, thereby 
accelerating the dates upon which such portions of the Restricted Stock Award 
time vest from the date determined by reference to the instrument evidencing 
such Award (i.e., October 12, 1995 and October 12, 1996) to the date hereof, 
subject to certain conditions; and

WHEREAS, one condition to such acceleration was that the Agreement be amended 
to provide that the amounts of compensation and benefits payable thereunder 
would not be affected because time vesting dates of portions of the Restricted 
Stock Award have been accelerated from later in 1995 and in 1996 to the date 
hereof; and

WHEREAS, the other condition to such acceleration was that the Agreement be 
further amended to provide that amounts of compensation and benefits payable 
under the Agreement would be reduced by the amount of any dividends paid or 
declared on shares of the Corporation's common stock issued on the date hereof 
as a result of such acceleration of vesting, between the date hereof and the 
original time vesting dates;

NOW, THEREFORE, in order to fulfill the aforementioned conditions established 
by the Committee, the parties to the Agreement hereby agree to amend the 
Agreement as follows:

1. The calculation of lump sum compensation under the Agreement shall be 
modified such that henceforth in calculating such payment, (a) there shall be 
excluded from the Officer's gross income for 1995 one-half of the value, as of 
the date hereof, of the shares of restricted stock which became time vested on 
the date hereof, because the Committee accelerated vesting, but which would 
have time vested at a later date had the Committee not accelerated vesting, and
(b) there shall be added to the Officer's gross income for 1996 one-half of the
value, as of the date hereof, of the shares of restricted stock, but for the 
acceleration of time vesting occurring this date, would have time vested at a 
later date. For purposes of this Amendment, the "value" of shares of restricted
stock shall be the amount includable in the Officer's gross income as a result 
of the Committee's acceleration of the time vesting date for such shares.

2. The amount of the lump sum payment payable under the Agreement, after giving
effect to the modifications to the manner of calculating such payment provided 
for in Section 1 of this Amendment, shall be reduced by the aggregate amount of
dividends paid or declared during the Acceleration Period on those shares (the 
"Accelerated Shares") of the Corporation's common stock issued to the Officer 
as a result of the Committee's action in accelerating to the date hereof the 
time vesting of certain portions of the Restricted Stock Award. For purposes of
this Amendment, the term "Acceleration Period" shall mean the period commencing
on the date hereof and ending, as to one-half of the Accelerated Shares, on 
October 12, 1995, and as to the other one-half of the Accelerated Shares , on 
October 12, 1996.

Except as amended, modified or changed pursuant to the provisions of this 
Amendment, all terms and provisions of the Agreement shall remain in full force
and effect.

IN WITNESS WHEREOF, this Amendment is signed by or on behalf of the parties 
hereto on the date first above written.

                                       SEAFIELD CAPITAL CORPORATION
                                       (formerly named BMA Corporation)

                                       By:_____________________________
                                       W. Thomas Grant, II,
                                       Chairman of the Board and
                                       Chief Executive Officer


                                       OFFICER

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