Exhibit 10f
                                
                ST. JOSEPH LIGHT & POWER COMPANY
             SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

       (As Amended and Restated Effective January 1, 1999)

     ST. JOSEPH LIGHT & POWER COMPANY (the "Company") hereby
amends and restates, effective January 1, 1999, the St. Joseph
Light & Power Company Supplemental Executive Retirement Plan (the
"Plan") for selected employees of the Company as follows:

     SECTION 1. PURPOSE. The purpose of this Plan is to provide
through a nonqualified arrangement a supplemental retirement
benefit plan to designated key employees who contribute to the
success of the Company as an incentive for such employees to
remain in the employ of the Company. This Plan amends and
restates, effective January 1, 1999, the St. Joseph Light & Power
Company Supplemental Executive Retirement Plan as adopted on
September 21, 1988, as amended (the "Prior Plan") pursuant to the
power of amendment reserved to the Company under Section 9.04
thereof. Except to the extent otherwise provided in Section 9.04
of the Prior Plan, the rights of Participants in the Prior Plan
who become Participants in this Plan shall be determined pursuant
to the terms of this Plan without regard to the Prior Plan.

     SECTION 2. DEFINITION. In addition to the terms defined
above, the following words and phrases shall have the meanings
specified below when capitalized:

     2.01. COMPENSATION for a month means (i) a Participant's
base salary or wages (excluding overtime) paid during the month,
plus (ii) any amount awarded to the Participant under the
Management Annual Bonus Plan or the Officers' Annual Bonus Plan
and paid during the month.

     2.02. BASIC RETIREMENT PLAN means the St. Joseph Light &
Power Company Restated Pension Plan for Non-Bargaining Employees,
as amended from time to time; and, in the case of John A. Stuart,
Jr., it also means his qualified pension plan from Pacific Gas &
Electric Company.

     2.03. BOARD means the Board of Directors of the Company.

     2.04. FINAL PAY means the monthly average of the
Compensation paid to a Participant during the thirty-six (36)
consecutive full calendar months out of the sixty (60)
consecutive full calendar months immediately preceding or ending
with the Participant's termination of employment (whether such
termination is due to retirement, death, disability or otherwise)
which produces the highest average, multiplied by twelve. If a
Participant has not been employed by the Company for a period of
thirty-six (36) consecutive full calendar months immediately
preceding or ending with his termination, the Participant's Final
Pay shall be the product of (a) the total amount of salary or
wages (excluding overtime) plus any amount awarded to the
Participant under the Management Annual Bonus Plan or the
Officers' Annual Bonus Plan divided by the total number of full
calendar months in which the Participant was employed, and (b)
twelve.
     2.05. PARTICIPANT means an employee of the Company selected
by the Board to participate in the Plan as described in Section
3.   2.06. QUALIFIED SPOUSE BENEFIT means an annuity payable in
monthly installments for the life of the Participant with either
50%, 66 2/3%, 75% or 100% of such amount payable after the
Participant's death in monthly installments to the Participant's
Spouse if such Spouse survives the Participant.

     2.07. SPOUSE means the legally married husband or wife of
the Participant as of the date benefits commence to the
Participant under the Plan; except that for purposes of Section
6, Spouse means the husband or wife to whom the Participant has
been legally married throughout the one (1) year period ending
upon the Participant's date of death.

     2.08. YEARS OF SERVICE shall be calculated in full years and
fractions of a year, rounded up to the nearest full month.

     2.09. NORMAL RETIREMENT AGE means age 65.

     SECTION 3. PARTICIPATION. Key employees of the Company who
are making or who are expected to make substantial contributions
to the success of the Company, as selected by the Board in its
sole discretion, shall be eligible to participate in the Plan.
Once an employee becomes a Participant, his participation in the
Plan may be terminated only as provided under Section 7.

     SECTION 4. BENEFITS.

     4.01. SUPPLEMENTAL RETIREMENT BENEFIT. Upon the termination
of a Participant's employment with the Company, the Participant
shall be entitled to receive hereunder from the Company a monthly
pension, commencing as of the last day of the month coinciding
with or next following the later of (a) the Participant's 55th
birthday, or (b) the date the Participant's employment
terminates, and continuing for the Participant's lifetime. The
amount of the Participant's monthly pension shall, after the
applicable limitations set forth in Section 4.03 have been
applied, be the greater of the Participant's "Normal Benefit" or
the Participant's "Grandfathered Benefit." The Participant's
Normal Benefit shall be the product of (a) 3% of the
Participant's Final Pay divided by 12, and (b) his Years of
Service, subject to the limitations set forth in Section 4.03.
The Participant's Grandfathered Benefit shall be the amount to
which the Participant would have been entitled had the
Participant terminated employment on December 31, 1998,
calculated, except as noted in the following sentence, as if the
Plan's terms in effect on December 31, 1998, remained in effect
(including the limitations under Section 4.03 in effect on
December 31, 1998). For purposes of calculating a Participant's
Grandfathered Benefit, any base salary or wages (excluding
overtime, bonuses and any other form of extra compensation) paid
to the Participant in December of 1998 shall be included.

     4.02. FORM AND TIME OF PAYMENTS. The pensions computed under
Section 4.01 hereof shall be paid to the Participant on or about
the same time and in the same form (a single-life annuity or a
Qualified Spouse Benefit) as the Participant's pension under the
Basic Retirement Plan. In the case of a pension paid hereunder in
the forrn of a Qualified Spouse Benefit, no reduction shall be
made to reflect a 50% survivor benefit; and, in the case of a
pension paid in the form of a 66 2/3%, 75% or 100% joint survivor
annuity, any actuarial reduction shall be based on, and giving
credit for, the fact there is no reduction for a 50% election.
(In most cases, the combined effect of this provision and Section
4.03 below for longer service Participants will be that there
will be no reduction from a single-life annuity for election of a
66 2/3%, 75% or 100% joint survivor annuity.)

     4.03. LIMITATIONS. Notwithstanding anything contained in
this Plan to the contrary, the amount of a Participant's Normal
Benefit, when added to the amount paid to the Participant under
the Basic Retirement Plan and the amount received by the
Participant as an old age benefit (excluding amounts available
for a spouse or dependent) under Title II of the Social Security
Act shall not exceed 70% ofthe Participant's Final Pay. This
limitation shall not apply to a Participant's Grandfathered
Benefit. Instead, the limitation in effect under this Section on
December 31, 1998, shall apply to a Participant's Grandfathered
Benefit. Any amount payable subsequent to a Participant's death
to the Participant's Spouse shall be adjusted to reflect the
limitations under this Section. Any increases, however, in such
old age benefits or Basic Retirement Plan benefits made on
account of increases in the cost of living after the commencement
of benefits hereunder shall not be taken into account hereunder.
A Participant shall use his best efforts to provide the Company
with a statement of his monthly old age benefits at the time he
begins to receive them.

     4.04. IMPUTING SOCIAL SECURITY NORMAL RETIREMENT OLD AGE
BENEFITS FOR PARTICIPANTS HAVING REACHED NORMAL RETIREMENT AGE.
For purposes of Section 4.03, a Participant, whose employment by
the Company has terminated, who has reached Normal Retirement age
and who has not provided the Company with a statement of his
monthly old age benefits, shall be deemed to receive old age
benefits to which he is entitled under Title II of the Social
Security Act as of the first date of his Normal Retirement on
which he could commence to receive such benefits ("Normal
Retirement Old Age Benefits") without regard to whether such
Participant has applied for or commenced to receive such
benefits, and the amount of such Normal Retirement Old Age
Benefits shall be reasonably estimated by the Company until such
Participant shall provide to the Company satisfactory evidence
that such benefits have commenced and the amount thereof. Any
change in the amount of benefits payable hereunder on account of
any difference between the amount of such Normal Retirement Old
Age Benefits as estimated by the Company pursuant to the
preceding sentence and the amount of such Normal Retirement Old
Age Benefits determined to be actually payable upon presentation
of evidence thereof to the Company shall be made prospectively
only, with no adjustment for any such difference for periods
prior to the presentation of such evidence. For a Participant
choosing to receive benefits under the Plan prior to his Normal
Retirement Age, no old age benefit under Title II of the Social
Security Act shall be taken into account for purposes of the
limitation of Section 4.03 until Normal Retirement Age is reached
or until the Participant actually commences receipt of an old age
benefit under Title II of the Social Security Act.

     SECTION 5. DISABILITY. Notwithstanding any provision of this
Plan to the contrary, if a Participant who is determined to be
totally and permanently disabled and entitled to retirement
benefits under the Basic Retirement Plan terminates employment,
he shall be entitled to receive benefits calculated in accordance
with Section 4. For purposes of Section 4.01, the Participant
shall be credited Years of Service during the period beginning
with the date of his termination of employment due to total and
permanent disability and ending with the date that the long-term
disability benefits from a plan sponsored by the Company cease.
Payment of benefits under this Section 5 shall commence as of the
later of (i) the last day of the month next following the date
the Participant's long-term disability benefits (under Plans
sponsored or purchased by the Company) cease and (ii) the date
payments commence to the Participant under the Basic Retirement
Plan.

     SECTION 6. PRE-RETIREMENT DEATH BENEFITS. If a Participant
who is fully vested in his accrued benefit under the Basic
Retirement Plan dies prior to the date on which benefits commence
under this Plan, a monthly benefit shall be payable to the
Participant's Spouse, if any, for the life of such Spouse as
follows:

(a) If the Participant dies after attaining age fifty-five (55),
the amount of such monthly benefit, commencing as of the last day
of the month following the Participant's death, shall be fifty
percent (50%) of the monthly amount that would have been paid to
the Participant under Section 4 if his retirement date were the
date of his death and he had elected for his benefits to be paid
in the form of a 50% Qualified Spouse Benefit.

(b) If the Participant dies prior to attaining age fifty-five
(55), the amount of such monthly benefit, commencing as of the
last day of the month following the date on which the Participant
would have attained age fifty-five (55) had he survived, shall be
fifty percent (50%) of the monthly amount that would have been
paid to the Participant under Section 4 had he survived to age
55, elected to immediately retire and elected for his benefits to
be paid in the form of a 50% Qualified Spouse Benefit. For
purposes of this subsection (b), Participant shall be credited
Years of Service from date of death until the time he would have
reached age 55.

If a Participant dies before becoming fully vested in his accrued
benefits under the Basic Retirement Plan or without a Spouse, no
benefits shall be paid under this Section 6.

     SECTION 7. TERMINATION FOR CAUSE. Notwithstanding any
provisions of this Plan to the contrary, if the Board determines
that a Participant's employment with the Company has been
properly terminated due to the Participant's "Serious
Misconduct," the Company (acting by resolution adopted by a
majority of the directors then members of the Board) may elect to
terminate the rights and obligations of the Company and such
Participant hereunder by written notice to the Participant.
"Serious Misconduct" shall mean embezzlement or misappropriation
of corporate funds, other acts of dishonesty, significant
activities harmful to the reputation of the Company, willful
refusal to perform the duties properly assigned to the
Participant or significant violation of any statutory or common
law duty of loyalty to the Company.

     SECTION 8. PLAN ADMINISTRATION.

     8.01. ADMINISTRATOR. The Board shall administer this Plan
and cause to be kept records of individual Participant benefits.
The Board shall have full power and authority to administer and
interpret this Plan (including the determination of an
individuals's eligibility for benefits and the amount of those
benefits, if any), to adopt and review rules relating to this
Plan, and to make any other determinations for the administration
of this Plan.

     Subject to the terms of this Plan, the Board shall (i)
select the employees eligible to become Participants, and (ii)
settle claims arising hereunder.

     8.02. LEGAL COUNSEL AND ADVISORS. The Board may employ such
counsel, accountants, actuaries, and other agents as it shall
deem advisable in connection with this Plan. The Company shall
pay the compensation of such counsel, accountants, actuaries, and
other agents and any other expense incurred by the Board in the
administration of this Plan.

     8.03. CLAIMS PROCEDURE. Benefits shall be payable
automatically when due without a written application by the
Participant or beneficiary. Notwithstanding the foregoing, any
application for benefits by a Participant or beneficiary
submitted to the Board shall constitute a claim. In any instance
where such a claim is denied in whole or in part by the Board,
its decision shall be submitted in writing to the Participant or
beneficiary setting forth the following:

     (a)  basis for denial of claim;

     (b)  plan provision on which denial is based;

     (c)  description of any additional information required of
          the Participant or beneficiary; and

     (d)  an explanation of the procedures for reviewing claims
          under this Plan. Upon receipt of a denial of a claim by
          the Participant or beneficiary, an appeal requesting
          further review may be submitted to the Board within
          sixty (60) days. Upon receipt of a request for review,
          the Board will render a decision within a reasonable
          time thereafter.

     SECTION 9. MISCELLANEOUS PROVISIONS.

     9.01. NO GUARANTEE OF EMPLOYMENT. Subject to the rights of
Participants under this Plan, nothing contained in this Plan
shall be deemed to give any Participant the right to be retained
in the employment of the Company or to interfere with the right
of the Company to discharge any Participant at any time
regardless of the effect which such discharge shall have upon him
as a Participant under this Plan.

     9.02. NATURE OF COMPANY'S OBLIGATIONS. Nothing in this Plan
shall be interpreted as requiring any Employer to set aside any
of its assets for the purpose of funding its obligations under
this Plan. No person entitled to benefits under this Plan shall
have any right, title or claim in or to any specific assets of
the Company, but shall have the right only as a general creditor
of the Company to receive benefits on the terms and conditions
provided herein. Notwithstanding the foregoing, any obligation of
the Company under this Plan shall be offset by any payments to
the Participant or other person from any trust or other funding
medium established by the Company for the purpose of providing
the benefits of this Plan.

     9.03. RIGHTS NON-ASSIGNABLE. It is a condition of the Plan,
and all rights of each Participant and any other person entitled
to benefits hereunder shall be subject thereto, that no right or
interest of any Participant or such other person in the Plan
shall be assignable or transferable in whole or in part, either
directly or by operation of law or otherwise, including, but riot
by way of limitation, execution, levy, garnishrnent, attachrnent,
pledge or bankruptcy, but excluding rights or interests arising
by reason of death or mental incompetency, and no right or
interest of any Participant or other person in the Plan shall be
liable for, or subject to, any obligation or liability of such
Participant or other person, including claims for alimony or the
support of any spouse or child.

     9.04. AMENDMENT AND TERMINATION. The Company reserves the
right at any time and from time to time, by action of the Board,
to terminate, modify, or amend, in whole or in part, any or all
the provisions of this Plan, including specifically the right to
make any such amendments effective retroactively. In addition,
the Company may amend or modify any provision of this Plan as to
any particular Participant by agreement with such Participant,
provided that such agreement is in writing, is executed by both
the Company and the Participant, and is filed with the records of
this Plan. The provisions of any amendment or modification made
by agreement between a Participant and the Company shall apply
only to the Participant so agreeing and no other. In no event
shall any amendment, modification or termination of this Plan
reduce the amount of, or otherwise adversely affect the right of
any Participant or any other person claining benefits in respect
of the Participant to receive, any benefit to which such
Participant or other person would be entitled upon the
Participant's attainment of the applicable age under the terms of
this Plan as in effect on the date of such amendment,
modification or termination.

     9.05. CONSTRUCTION. It is the Company's intention that this
Plan be a plan that is unfunded and maintained primarily for the
purpose of providing deferred compensation for a select group of
management or highly compensated employees within the meaning of
Sections 201, 301 and 401 of ERISA and 29 C.F.R.  2520.104-23.
This Plan shall be governed by and interpreted and enforced in
accordance with the laws of the State of Missouri.

     9.06. GENDER AND PLURALS. Wherever used in the Plan, words
of the masculine gender shall include both the masculine and
feminine gender, and, unless the context requires otherwise,
words in the singular shall include words in the plural, and vice-
versa.

     SECTION 10. CHANGE OF CONTROL.

     10.01. DEFINITION OF CHANGE OF CONTROL. For the purpose of
this Agreement, a "change of control" of the Company shall be
deemed to have taken place if:

     (1) the acquisition by any individual, entity or group (a
"Person"), including any "person" within the meaning of Section 1
3(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (the
"Exchange Act"), of beneficial ownership within the meaning of
Rule 13d-3 promulgated under the Exchange Act, of 20 percent or
more of the then outstanding shares of Common Stock (the
"Outstanding Common Stock"); provided that the following
acquisitions shall not constitute a Change of Control: (A) any
acquisition directly from the Company (excluding any acquisition
resulting from the exercise of a conversion or exchange privilege
in respect of outstanding convertible or exchangeable
securities), (B) any acquisition by the Company, (C) any
acquisition by an employee benefit plan (or related trust)
sponsored or maintained by the Company or any corporation
controlled by the Company, (D) any acquisition by any corporation
pursuant to a reorganization, merger or consolidation involving
the Company, if, immediately after such reorganization, merger or
consolidation, each of the conditions described in clauses (i),
(ii) and (iii) of subsection (3) of this Section 10.01 shall be
satisfied; and provided further, that for purposes of clause (B),
if any Person (other than the Company or any employee benefit
plan (or related trust) sponsored or maintained by the Company or
any corporation controlled by the Company) shall become the
beneficial owner of 20 percent or more of the Outstanding Common
Stock by reason of an acquisition by the Company, and such Person
shall, after such acquisition by the Company, become the
beneficial owner of any additional shares of the Outstanding
Common Stock and such beneficial ownership is publicly announced,
such additional beneficial ownership shall constitute a Change of
Control;

     (2) individuals who, immediately after the Company's 1994
Annual Meeting of Shareholders, constitute the Board of Directors
(the "Incumbent Board"), cease for any reason to constitute at
least a majority of the Board; provided that any individual who
becomes a director subsequent to the date of the Company's 1994
Annual Meeting of Shareholders whose election, or nomination for
election by the company's shareholders, was approved by the vote
of at least 66-2/3 percent of the directors then comprising the
Incumbent Board shall be deemed to have been a member of the
Incumbent Board; and provided further, that no individual who was
initially elected as a director as a result of an actual or
threatened election contest, as such terms are used in Rule 14a-
11 of Regulation 14A promulgated under the Exchange Act, or any
other actual or threatened solicitation of proxies or consents by
or on behalf of any Person other than the Board shall be deemed
to have been a member of the Incumbent Board;

     (3) approval by the shareholders of the Company of a
reorganization, merger or consolidation unless, in any such case,
immediately after such reorganization, merger or consolidation,
(i) more than 60 percent of the then outstanding shares of common
stock of the corporation resulting from such reorganization,
merger or consolidation and more than 60 percent of the combined
voting power of the then outstanding securities of such
corporation entitled to vote generally in the election of
directors is then beneficially owned, directly or indirectly, by
all or substantially all of the individuals or entities who were
the beneficial owners, respectively, of the Outstanding Common
Stock immediately prior to such reorganization, merger or
consolidation and in substantially the same proportions relative
to each other as their ownership, immediately prior to such
reorganization, merger or consolidation, of the Outstanding
Common Stock, (ii) no Person other than the Company, any employee
benefit plan (or related trust) sponsored or maintained by the
Company or the corporation resulting from such reorganization,
merger or consolidation (or any corporation controlled by the
Company) and any Person which beneficially owned, immediately
prior to such reorganization, merger or consolidation, directly
or indirectly, 20 percent or more of the Outstanding Common
Stock) beneficially owns, directly or indirectly, 20 percent or
more of the then outstanding shares of common stock of such
corporation or 20 percent or more of the combined voting power of
the then outstanding securities of such corporation entitled to
vote generally in the election of directors and (iii) at least a
majority of the members of the board of directors of the
corporation resulting from such reorganization, merger or
consolidation were members of the Incumbent Board at the time of
the execution of the initial agreement or action of the Board of
directors providing fort such reorganization, merger or
consolidation; or

     (4) approval by the shareholders of the Company of (i) a
plan of complete liquidation or dissolution of the Company or
(ii) the sale or other disposition of all or substantially all of
the assets of the Company other than to a corporation with
respect to which, immediately after such sale or other
disposition, (A) more than 60 percent of the then outstanding
shares of common stock thereof and more than 60 percent of the
combined voting power of the then outstanding securities thereof
entitled to vote generally in the election of directors is then
beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the
beneficial owners, respectively, of the Outstanding Common Stock
immediately prior to such sale or other disposition and in
substantially the same proportions relative to each other as
their ownership, immediately prior to such sale or other
disposition, of the Outstanding Common Stock, (B) no Person other
than the Company, any employee benefit plan (or related trust)
sponsored or maintained by the Company or such corporation (or
any corporation controlled by the Company) and any Person which
beneficially owned, immediately prior to such sale or other
disposition, directly or indirectly, 20 percent or more of the
Outstanding Common Stock beneficially owns, directly or
indirectly, 20 percent or more of the then outstanding shares of
common stock thereof or 20 percent or more of the combined voting
power of the then outstanding securities thereof entitled to vote
generally in the election of director and (C) at least a majority
of the members of the board of directors thereof were members of
the Incumbent Board at the time of the execution of the initial
agreement or action of the Board providing for such sale or other
disposition.

     10.02. EFFECT OF CHANGE OF CONTROL. In the event of a Change
of Control, the following provisions shall apply as of the date
of such Change of Control:

 (a) For purposes of Section 4. 1, each Participant shall be
credited with an additional 3 Years of Service, provided that
Years of Service in excess of 25 shall not be taken
into account.

 (b) For purposes of Section 4. l, a Participant's Final Pay
shall not be less than his Final Pay would have been had his
termination of employment occurred on the date of the Change of
Control.

 (c) Section 7 shall cease to be of any force or effect.

     Section 11. SUCCESSORS AND ASSIGNS. This Plan shall be
binding upon the Company and inure to the benefit of the
Participants and their beneficiaries, personal representatives,
heirs and legatees. The Company may not assign its duties and
obligations hereunder except to another corporation in connection
with a merger or consolidation of the Company with, or a sale of
substantially all the Company's assets to, such other
corporation, and the Company shall not enter into or be a party
to any such transaction unless such other corporation expressly
assumes in writing the duties and obligations of the Company
hereunder. The Company agrees that the rights of Participants and
their beneficiaries cannot be realized if limited to actions in
law and agrees that each Participant, beneficiary or personal
representative thereof has the right to enforce any provision of
this Plan in a court of equity by means of an action for specific
performance, an injunction or other appropriate equitable relief.

     IN WITNESS WHEREOF, the Company has caused this Plan to be
executed on this 1st day of December, 1998.

                                ST. JOSEPH LIGHT & POWER COMPANY

                                By: /s/ Terry F. Steinbecker
                                        Terry F. Steinbecker
                                        President

ATTEST:

/s/ Gary L. Myers
    Gary L. Myers
    Secretary