AGREEMENT RELATING TO THE NUMBER OF TRUSTEES OF
                        THE STANLEY H. DURWOOD FOUNDATION


     This Agreement is made effective the 31st day of October,  2002, by CHARLES
J. EGAN,  JR.,  as Trustee of THE  STANLEY H.  DURWOOD  FOUNDATION  under  Trust
Indenture   dated  April  27,  1999,  and  THE  GREATER  KANSAS  CITY  COMMUNITY
FOUNDATION,  a Missouri not-for-profit  corporation,  as sole Beneficiary of THE
STANLEY H. DURWOOD FOUNDATION.

     WHEREAS, Stanley H. Durwood, as Grantor, established THE STANLEY H. DURWOOD
FOUNDATION  (hereinafter "Durwood Foundation") under Trust Indenture dated April
27, 1999, and named himself,  RAYMOND F. BEAGLE, JR. and CHARLES J. EGAN, JR. as
Trustees;

     WHEREAS,  Stanley H.  Durwood  died on July 14,  1999,  leaving  RAYMOND F.
BEAGLE,  JR. and  CHARLES J. EGAN,  JR. as the sole  surviving  Trustees  of the
Durwood Foundation;

     WHEREAS,  RAYMOND F.  BEAGLE,  JR.,  CHARLES J. EGAN,  JR. and THE  GREATER
KANSAS CITY COMMUNITY  FOUNDATION  amended the Trust  Indenture  dated April 27,
1999,  by the First  Amendment  thereto  dated  March 2,  2000,  and the  Second
Amendment  thereto  effective as of October 30, 2002  (collectively,  the "Trust
Indenture");

     WHEREAS,  RAYMOND F.  BEAGLE,  JR. has  resigned  as Trustee of the Durwood
Foundation,  such  resignation  effective as of October 31, 2002, and CHARLES J.
EGAN,  JR. will be the sole acting  Trustee of the Durwood  Foundation as of the
effective date of such resignation;

     WHEREAS,  Paragraph 5(b) of the Trust Indenture  provides that a minimum of
one (1) Trustee shall serve for the Durwood Foundation under the Trust Indenture
and that the number of Trustees for the Durwood  Foundation  can be increased or
decreased by THE GREATER  KANSAS CITY COMMUNITY  FOUNDATION  with the consent of
the Trustees of the Durwood Foundation who are then serving; and

     WHEREAS,  CHARLES  J. EGAN,  JR.  and THE  GREATER  KANSAS  CITY  COMMUNITY
FOUNDATION  have  concluded  that it is in the  best  interests  of the  Durwood
Foundation  for one (1) Trustee  rather  than two (2)  Trustees to serve for the
Durwood Foundation.

     NOW, THEREFORE, in consideration of the premises,  CHARLES J. EGAN, JR. and
THE GREATER KANSAS CITY COMMUNITY FOUNDATION hereby agree as follows:


                                     ITEM I

     The  vacancy in the office of Trustee  resulting  from  RAYMOND F.  BEAGLE,
JR.'s  resignation  shall  not  be  filled.  As of  the  effective  date  of the
resignation of RAYMOND F. BEAGLE, JR., the Durwood Foundation shall have one (1)
Trustee, namely, CHARLES J. EGAN, JR.

                                     ITEM II

     At such  time  as the  Durwood  Foundation  does  not  own  any  securities
(including but not limited to Voting Trust  Certificates)  of AMC  Entertainment
Inc.,  CHARLES J. EGAN,  JR. (if then living and  competent  and if serving as a
Trustee  of the  Durwood  Foundation)  and THE  GREATER  KANSAS  CITY  COMMUNITY
FOUNDATION  agree  to  appoint  RAYMOND  F.  BEAGLE,  JR.  (if then  living  and
competent)  as Trustee of the Durwood  Foundation  and to increase the number of
Trustees of the Durwood Foundation to two (2).

     IN WITNESS  WHEREOF,  CHARLES J. EGAN,  JR.  and THE  GREATER  KANSAS  CITY
COMMUNITY  FOUNDATION  hereby execute this Agreement to be effective the day and
year first above written.

                                               /s/ Charles J. Egan, Jr.
                                               Charles J. Egan, Jr., Trustee


                                                     THE GREATER KANSAS CITY
                                                     COMMUNITY FOUNDATION


                                                By: /s/ Janice C. Kreamer
                                                    Janice C. Kreamer, President
 ATTEST:

Richard Green
Secretary

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STATE OF Missouri )
                  ) ss.
COUNTY OF Jackson )


     On the 5 day of  November,  2002,  at my office in said  County  and State,
before me, the  undersigned,  a notary public,  personally  appeared  CHARLES J.
EGAN,  JR.,  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/ Margaret A. Mitchell
                                                     Notary Public
My Commission Expires:

March 10, 2003



STATE OF Missouri )
                  ) ss.
COUNTY OF Jackson )


     On the 30 day of October, 2002, before me, the undersigned, a Notary Public
within and for said County and State,  personally appeared JANICE C. KREAMER, 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/ Jennifer A. Jones
                                                     Notary Public
My Commission Expires:

July 1, 2006

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