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                                                                    EXHIBIT 10.9

                          BUTLER MANUFACTURING COMPANY
                       DIRECTOR STOCK COMPENSATION PROGRAM
                        (As Amended as of June 20, 2000)

1. PURPOSE. The purpose of this Director Stock Compensation Program ("Program")
is to enable members of the Board of Directors (the "Board") of Butler
Manufacturing Company (the "Company") who are not employees of the Company
("Outside Directors") to increase their proprietary interest in the success and
progress of the Company through their ownership of additional shares of the
Common Stock, no par value, of the Company (the "Common Stock").

2. PARTICIPATION. Each person becoming an Outside Director of the Company shall
participate in the Program commencing on the later of the date of adoption of
this Program by the stockholders or the date the person becomes an Outside
Director and shall continue to participate until the resignation,
non-reelection, death or disability of any such Outside Director
("Participant").

3. PAYMENT OF ANNUAL CASH RETAINER IN STOCK.

         (a) PAYMENT OF RETAINER. The dollar amount of the annual retainer
payable to Outside Directors as established by the Board from time to time shall
be credited in Common Stock to accounts for each Participant ("Stock Account")
maintained by the Board Organization Committee of the Board of Directors ("the
Committee"). The amount of the credit for each calendar quarter for each
Participant shall be such number of shares of Common Stock of the Company as is
equal to one fourth of the dollar amount of the annual retainer payable to each
Participant divided by the Fair Market Value of one share of Common Stock on the
date the credit is made. The credit shall be made on the fifth (5th) Business
Day of each calendar quarter. Notwithstanding the foregoing, to the extent that
a participant elects to participate in the Butler Manufacturing Company Director
Deferred Fee Plan (the "Deferred Fee Plan"), the portion of the dollar amount of
the annual retainer subject to an election under the Deferred Fee Plan will be
credited to the Participant's Deferred Benefit Account under the Deferred Fee
Plan and not to the Participant's Stock Account.

         (b) DIVIDENDS, ETC. An amount equal to any cash dividends payable on
shares of Common Stock shall also be credited to a Participant's Stock Account
in shares of Common Stock on the payment date for such dividend on all shares of
Common Stock. The amount of such credit to each Participant's Stock Account for
cash dividends shall be such number of shares of Common Stock as is equal to the
amount of the cash dividend payable on shares of Common Stock credited to the
Participant's Stock Account divided by the Fair Market Value of one share of
Common Stock on the date the credit is made. The number of shares credited to
Participant Stock Accounts shall be adjusted to reflect any stock split, stock
dividend, the issuance of stock purchase rights or similar transactions effected
prior to the issuance of stock certificates.

         (c) FAIR MARKET VALUE. The Fair Market Value of a share of Common Stock
shall mean the last sale price for the Company's Common Stock on the New York
Stock Exchange, or if the Company's Common Stock is not traded on that day, on
the next preceding day on which the Common Stock was so traded.
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4. ISSUE OF STOCK CERTIFICATES. The Company shall issue from the Treasury or
from authorized but unissued shares a certificate to each Participant in the
amount of whole shares of Common Stock credited to the Participant's Stock
Account (a) upon written request of the Participant, (b) annually on the 10th
Business Day of the last calendar quarter of each year, (c) upon termination of
participation or (d) upon termination of the Program. Until the issuance of the
stock certificate, no right to vote or receive dividends or other rights as a
stockholder shall exist as to the shares of Common Stock credited to a
Participant's Stock Account, except to the extent specified in Section 3. Upon
any termination of Participation, termination of the Program or any other
distribution of a Participant's Stock Account in whole, any fraction of a share
of Common Stock shall be distributed in cash equal to the Fair Market Value of
the fractional share. Any other property credited to the Participant's Stock
Account other than shares of Common Stock shall be distributed in kind or in
cash equal to the fair market value thereof as determined by the Committee.

5. AMOUNT OF ANNUAL RETAINER. The amount of the Annual Retainer shall be
determined by the full Board of Directors from time to time, but not more
frequently than annually.

6. ADMINISTRATION. The Program shall be administered by the Committee, which
shall have full power and authority to construe and administer the Program. Any
action taken under the provisions of the Program by the Committee arising out of
or in connection with the administration, construction, or effect of the Program
or any rules adopted thereunder shall, in each case, lie within the discretion
of the Committee and shall be conclusive and binding upon the Company and upon
all Participants, and all persons claiming under or through any of them.

7. BENEFICIARY DESIGNATION. A Participant shall designate a beneficiary or
beneficiaries who, upon the Participant's death, shall receive the Shares and
any other items credited to a Participant's Stock Accounts that otherwise would
have been delivered to the Participant. All designations shall be in writing and
signed by the Participant. The designation shall be effective only if an when
delivered to the Company during the lifetime of the Participant. The Participant
also may change beneficiaries by a signed, written instrument delivered to the
Company. The delivery of Shares shall be in accordance with the last unrevoked
written designation of beneficiary that has been signed and delivered to the
Secretary of the Company. In the event the Participant does not designate a
beneficiary, in the event that all of the beneficiaries named pursuant to this
section predecease the Participant, or if for any reason such designation is
ineffective in whole or in part, the Shares and other items credited to the
Participant's account that otherwise would have been delivered to the
Participant shall be delivered to the Participant's estate, and in such event,
the term "beneficiary" shall include such estate.

8. TRANSFERABILITY. The rights and privileges conferred under this Program shall
not be subject to execution, attachment or similar process and may not be
transferred, assigned, pledged or hypothecated in any manner (whether by
operation of law or otherwise) other than by will or the laws of descent and
distribution.
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9. APPROVAL; EFFECTIVE DATE. This Program shall become effective when approved
by the holders of a majority of the Common Stock present or represented and
entitled to vote at a meeting of stockholders.

10. AMENDMENT AND TERMINATION. Subject to the provisions of Section 5, this
Program may be amended by the Board of Directors of the Company from time to
time, and may be terminated by the Board of Directors or Stockholders, except
that any such action shall not adversely affect any Participant's rights under
the Program that had accrued prior to such amendment or termination.

11. EXPENSES OF THE PROGRAM. All costs and expenses of the Program shall be
borne by the Company and none of such expense shall be charged to any
Participant.

12. COMPLIANCE WITH RULE 16b-3. It is the intention of the Company that the
operation of the Program comply in all respects with Rule 16b-3 under Section
16(b) of the Securities Exchange Act of 1934, as amended, and that all
Participants remain Disinterested Persons as defined by such Rule. Accordingly,
if any Program provision is later found to cause any crediting of Common Stock
to fail to qualify under Rule 16b-3 for an exemption from the operation of
Section 16(b) or if any Program provision would disqualify Participants from
remaining Disinterested Directors under Rule 16b-3, that provision shall be
deemed null and void, and in all events the Program shall be construed in favor
of its meeting the requirements of Rule 16b-3.