<PAGE>




                              EMPLOYMENT AGREEMENT


         EMPLOYMENT AGREEMENT made and entered into as of the 6th day of 
November, 1996 by and between UTILICORP UNITED INC. (the "Company"), a 
Delaware corporation, and Robert K. Green (the "Executive");

         WHEREAS, the Executive is currently serving as President of the
Company, and the Company desires to secure the continued employment of the
Executive in accordance herewith;

         WHEREAS, the Executive is willing to commit himself to be employed by
the Company on the terms and conditions herein set forth and thus to forego
opportunities elsewhere; and

         WHEREAS, the parties desire to enter into this Agreement, as of the
Effective Date, as hereinafter defined, setting forth the terms and conditions
for the employment relationship of the Executive with the Company during the
Employment Period (as hereinafter defined).

         NOW, THEREFORE, IN CONSIDERATION of the mutual premises, covenants and
agreements set forth below, it is hereby agreed as follows:

         1.       EMPLOYMENT AND TERM.

                  (a) EMPLOYMENT. The Company agrees to employ the Executive,
and the Executive agrees to be employed by the Company, in accordance with the
terms and provisions of this Agreement during the term hereof (as described
below).

                  (b) TERM. The term of this Agreement shall commence as of the
date hereof (the "Effective Date") and shall continue until the date that is the
third anniversary of the Effective Date (such term being referred to hereinafter
as the "Employment Period"); provided, however, that the Employment Period shall
automatically be extended for one additional day on each day this Agreement is
effective beginning with the day after the Effective Date, unless the Company,
with the approval of the Board of Directors of the Company (the "Board"), or the
Executive shall have given notice that this Agreement shall not be extended, in
which case the Employment Period shall terminate on the date that is three years
following receipt of such notice by the party to whom it is directed.

         2.       DUTIES AND POWERS OF EXECUTIVE.

                  (a) POSITION; LOCATION. During the Employment Period, the
Executive shall serve as President of the Company and perform such duties and
services appertaining to such position as reasonably directed by the Company.
The Executive's services shall be performed primarily at the Company's
headquarters which shall be located in the Kansas City metropolitan area.


<PAGE>


                  (b) BOARD MEMBERSHIP. The Executive shall be a member of the
Board on the first day of the Employment Period, and the Board shall propose the
Executive for re-election to the Board throughout the Employment Period.

                  (c) ATTENTION. During the Employment Period, and excluding any
periods of vacation and sick leave to which the Executive is entitled, the
Executive shall devote reasonable attention and time during normal business
hours to the business and affairs of the Company and, to the extent necessary to
discharge the responsibilities assigned to the Executive under this Agreement,
shall use his reasonable best efforts to carry out such responsibilities
faithfully and efficiently. It shall not be considered a violation of the
foregoing for the Executive to serve on corporate, industry, civic or charitable
boards or committees, so long as such activities do not significantly interfere
with the performance of the Executive's responsibilities as an employee of the
Company in accordance with this Agreement.

         3.       COMPENSATION. The Executive shall receive the following 
compensation for his services hereunder to the Company:

                  (a) SALARY. During the Employment Period, the Executive's
annual base salary (the "Annual Base Salary"), payable in accordance with the
Company's general payroll practices, in effect from time to time, shall be at
the annual rate established by the Board, but in no event less than $480,000
which is the Executive's annual base salary with the Company in effect as of the
day before the Effective Date. The Board may from time to time direct such
upward adjustments in Annual Base Salary as the Board deems to be necessary or
desirable, including, without limitation, adjustments in order to reflect
increases in the cost of living. The Annual Base Salary shall not be reduced
after any increase thereof. Any increase in the Annual Base Salary shall not
serve to limit or reduce any other obligation of the Company under this
Agreement.

                  (b) INCENTIVE COMPENSATION. During the Employment Period, the
Executive shall participate in short-term incentive compensation plans and
long-term incentive compensation plans, consisting of plans offering stock
options, performance units or performance shares, restricted stock and other
short-term and long-term incentive compensation, providing him with the
opportunity to earn, on a year-by-year basis, short-term and long-term incentive
compensation (the "Incentive Compensation") at least equal to the greater of (I)
the amounts that he had the opportunity to earn under the comparable plans of
the Company as in effect immediately before the Effective Time, or (ii) the
amounts that any other senior executive officer of the Company has the
opportunity to earn under the plans of the Company and its subsidiaries for that
year.

                  (c) RETIREMENT AND WELFARE BENEFIT PLANS. In addition to the
benefits available under Section 3(b), during the Employment Period and so long
as the Executive is employed by the Company, he shall be eligible to participate
in all other savings, retirement and welfare plans, practices, policies and
programs applicable generally to employees and/or senior 


<PAGE>


executive officers of the Company and its subsidiaries, except with respect to
any benefits under any plan, practice, policy or program to which the Executive
has waived his rights in writing.

                  (d) INSURANCE. During the Employment Period, the Company shall
provide the Executive with life insurance coverage providing a death benefit to
such beneficiary or beneficiaries as the Executive may designate of not less
than three times his Annual Base Salary.

                  (e) EXPENSES. The Company shall reimburse the Executive for
all expenses, including those for travel and entertainment, properly incurred by
him in the performance of his duties hereunder, subject to any reasonable
policies established from time to time by the Board.

                  (f) FRINGE BENEFITS. During the Employment Period and so long
as the Executive is employed by the Company, he shall be entitled to receive
fringe benefits in accordance with the plans, practices, programs and policies
of the Company from time to time in effect, commensurate with his position,
which benefits shall be at least the same as those received by any senior
executive officer of the Company.

         4.       TERMINATION OF EMPLOYMENT.

                  (a) DEATH. The Executive's employment shall terminate
automatically upon the Executive's death during the Employment Period.

                  (b) BY THE COMPANY FOR CAUSE. The Company may terminate the
Executive's employment during the Employment Period for Cause. For purposes of
this Agreement, "Cause" shall mean (i) conduct which is not authorized by the
Board, is materially detrimental to the Company, is a willful breach of this
Agreement, and fails to fulfill substantially all of Executive's necessary
duties; or (ii) the conviction of the Executive for the commission of a felony
which, at the time of such commission, has a materially adverse effect on the
Company.

                  (c) BY THE COMPANY WITHOUT CAUSE. Notwithstanding any other
provision of this Agreement, the Company may terminate the Executive's
employment for any reason other than for Cause during the Employment Period, but
only upon the affirmative vote of two-thirds of the membership of the Board.

                  (d) BY THE EXECUTIVE FOR GOOD REASON. The Executive may
terminate his employment during the Employment Period for Good Reason. For
purposes of this Agreement, "Good Reason" shall mean:

                           (i) the reduction in the Executive's Annual Base
                  Salary as specified in Section 3(a) of this Agreement, the
                  Executive's Incentive Compensation benefit as specified in
                  Section 3(b) of this Agreement, or any other benefit or
                  payment described in Section 3 of this Agreement;


<PAGE>


                           (ii) the change without the Executive's consent of
                  the Executive's title, authority, duties or responsibilities
                  as specified in Section 2(a) of this Agreement;

                           (iii) the Company's requiring the Executive without
                  his consent to be based at any office or location other than
                  the Company's headquarters which shall be located in the
                  Kansas City metropolitan area; or

                           (iv) any breach by the Company of any other material
                  provision of this Agreement.

                  (e) NOTICE OF TERMINATION. Any termination of Executive's
employment during the Employment Period by the Company for any reason, or by the
Executive for Good Reason, shall be communicated by Notice of Termination to the
other party hereto given in accordance with Section 11(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) to the extent applicable, sets forth in reasonable detail the facts
and circumstances claimed to provide a basis for termination of the Executive's
employment under the provision so indicated, and (iii) if the Date of
Termination (as defined in Section 4(f)) is other than the date of receipt of
such notice, specifies the termination date (which date shall not be more than
30 days after the giving of such notice). The failure by the Executive or the
Company to set forth in the Notice of Termination any fact or circumstance which
contributes to a showing of Good Reason or Cause shall not waive any right of
the Executive or the Company hereunder or preclude the Executive or the Company
from asserting such fact or circumstance in enforcing the Executive's or the
Company's rights hereunder.

                  (f) DATE OF TERMINATION. "Date of Termination" means (i) if
the Executive's employment is terminated by the Company for Cause, or by the
Executive for Good Reason, the date of receipt of the Notice of Termination or
any later date specified therein, as the case may be, (ii) if the Executive's
employment is terminated by the Company other than for Cause, the Date of
Termination shall be the date on which the Company notifies the Executive of
such termination and (iii) if the Executive's employment is terminated by reason
of death, the Date of Termination shall be the date of death.


<PAGE>


         5.       OBLIGATIONS OF THE COMPANY UPON TERMINATION.





                  (a) TERMINATION OTHER THAN FOR CAUSe. If, during the
Employment Period, the Company shall terminate the Executive's employment (other
than in the case of a termination for Cause), the Executive shall terminate his
employment for Good Reason or the Executive's employment shall terminate by
reason of death or Executive becoming eligible for long-term disability benefits
under Company sponsored disability plan(s) (which circumstance shall hereinafter
be referred to as "disability") (termination in any such case being referred to
as a "Termination"):

                           (i) the Company shall pay to the Executive a lump sum
                  amount in cash equal to the sum of (A) the Executive's Annual
                  Base Salary through the Date of Termination to the extent not
                  theretofore paid, (B) an amount equal to the maximum Incentive
                  Compensation benefit described in Section 3(b) of this
                  Agreement for the fiscal year of the Company that includes the
                  Date of Termination multiplied by a fraction the numerator of
                  which shall be the number of days from the beginning of such
                  fiscal year to and including the Date of Termination and the
                  denominator of which shall be 365, which calculation shall be
                  based on the assumption that all target performance goals in
                  effect on the Date of Termination will be exceeded to the
                  maximum extent possible and that the Executive will make any
                  and all elections available that would maximize the amount of
                  Incentive Compensation, and (C) any compensation and
                  restricted stock previously deferred by the Executive
                  (together with any accrued interest or earnings thereon) and
                  any accrued vacation pay, in each case to the extent not
                  theretofore paid. (The amounts specified in clauses (A), (B)
                  and (C) shall be hereinafter referred to as the "Accrued
                  Obligations".) The amounts specified in this Section 5(a)(i)
                  shall be paid within 30 days after the Date of Termination;
                  and

                           (ii) in the event of Termination other than by reason
                  of the Executive's death or disability, then the Company shall
                  pay to the Executive (A) continued salary at the minimum
                  annual base salary rate required by this Agreement for three
                  years following the Date of Termination (the "Continuation
                  Period"); (B) a lump sum amount, in cash, equal to three times
                  the maximum Incentive Compensation benefit described in
                  Section 3(b) of this Agreement that would be paid to Executive
                  for the year during which termination occurs, including the
                  value of any restricted stock that would be granted for such
                  year, assuming that all target performance goals in effect on
                  the Date of Termination were exceeded to the maximum extent
                  possible for such year and that the Executive will make any
                  and all elections available that would maximize the amount of
                  Incentive Compensation, such amount to be paid within 30 days
                  of such Date of Termination; (C) except with respect to the
                  benefits provided pursuant to clause (E) below, the Company
                  shall pay to the Executive the value of all benefits to which
                  the Executive would have been entitled under Sections 3(d) and
                  (f) had he remained in employment with the Company until the
                  end of the Continuation 


<PAGE>


                  Period; (D) the Company shall pay the value of all deferred
                  compensation amounts (together with any accrued interest or
                  earnings thereon) and all executive life insurance benefits
                  whether or not then vested or payable; and (E) the Company
                  shall continue medical and welfare benefits to the Executive
                  and/or the Executive's family at least equal to those which
                  would have been provided had the Executive remained in
                  employment to the end of the Continuation Period (excluding
                  benefits to which the Executive has waived his rights in
                  writing), such benefits to be in accordance with the most
                  favorable medical and welfare benefit plans, practices,
                  programs or policies (the "M&W Plans") of the Company as in
                  effect and applicable to any senior executive officer of the
                  Company and his or her family during the 90-day period
                  immediately preceding the Date of Termination or, if more
                  favorable to the Executive, as in effect at any time
                  thereafter with respect to any senior executive officer of the
                  Company (but on a prospective basis only unless and then only
                  to the extent, such more favorable M&W Plans are by their
                  terms retroactive); provided, however, that if the Executive
                  becomes employed with another employer and is eligible to
                  receive medical or other welfare benefits under another
                  employer-provided plan, the benefits under the M&W Plans shall
                  be secondary to those provided under such other plan during
                  such applicable period of eligibility.

                  (b) TERMINATION BY THE COMPANY FOR CAUSE OR BY THE EXECUTIVE
OTHER THAN FOR GOOD REASON. Subject to the provisions of Section 6 of this
Agreement, if the Executive's employment shall be terminated for Cause during
the Employment Period, or if the Executive terminates employment during the
Employment Period other than a termination for Good Reason, the Company shall
have no further obligations to the Executive under this Agreement other than the
obligation to pay to the Executive the Annual Base Salary through the Date of
Termination plus the amount of any compensation and restricted stock previously
deferred by the Executive (together with any accrued interest or earnings
thereon), in each case to the extent theretofore unpaid, plus any other benefits
to which Executive is entitled under any other agreements or policies with or of
the Company.

                  (c) PAYMENTS IN THE EVENT OF APPLICATION OF AN EXCISE TAX. It
is the intention of the parties that any payments under this Agreement shall not
be contingent upon a change in control of the Company. Nevertheless, in the
event that any payments under this Agreement or any other compensation, benefit
or other amount from the Company for the benefit of Executive are subject to the
tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended
(the "Code") (including any applicable interest and penalties, the "Excise
Tax"), no such payment ("Parachute Payment") shall be reduced (except for
required tax withholdings) and the Company shall pay to Executive by the earlier
of the date such Excise Tax is withheld from payments made to Executive or the
date such Excise Tax becomes due and payable by Executive, an additional amount
(the "Gross-Up Payment") such that the net amount retained by Executive, after
deduction of any Excise Tax on the Parachute Payments, taxes based upon the Tax
Rate and Excise Tax upon the payment provided for by this Section 5(c), shall be
equal to the amount the Executive would have received if no Excise Tax had been
imposed. The Company shall 


<PAGE>


determine in good faith whether any of the Parachute Payments are subject to the
Excise Tax and the amount of any Excise Tax and shall notify Executive of its
determination. The Company and Executive shall file all tax returns and reports
regarding such Parachute Payments in a manner consistent with the Company's
reasonable good faith determination. For purposes of determining the amount of
the Gross-Up Payment, Executive shall be deemed to pay taxes at the Tax Rate
applicable at the time of the Gross-Up Payment. In the event that the Excise Tax
is subsequently determined to be less than the amount taken into account
hereunder at the time a Parachute Payment is made, Executive shall repay to the
Company at the time that the amount of such reduction in Excise Tax is finally
determined the portion of the Gross-Up Payment attributable to such reduction
plus interest on the amount of such repayment at the rate provided in Section
1274(d)(1) of the Code or other applicable provision of the Code but only to the
extent that such interest is paid to Executive. In the event that the Excise Tax
is determined to exceed the amount taken into account hereunder at the time a
Parachute Payment is made (including by reason of any payment the existence or
amount of which cannot be determined at the time of the Gross-Up Payment), the
Company shall make an additional gross-up payment in respect of such excess
(plus any interest or penalties payable in respect of such excess) at the time
that the amount of such excess is finally determined. The Company shall
reimburse Executive for all reasonable fees, expenses, and costs related to
determining the reasonableness of any Company position in connection with this
paragraph, preparation of any tax return or other filing that is affected by any
matter addressed in this paragraph and any audit, litigation or other proceeding
that is affected by any matter addressed in this paragraph. For the purposes of
the foregoing, "Tax Rate" means Executive's effective tax rate based upon the
combined federal and state and local income, earnings, Medicare and any other
tax rates applicable to Executive, net of the reduction in federal income taxes
which could be obtained by deduction of such state and local taxes.

         6. NONEXCLUSIVITY OF RIGHTS. Nothing in this Agreement shall prevent or
limit the Executive's continuing or future participation in any benefit, plan,
program, policy or practice provided by the Company and for which the Executive
may qualify (except with respect to any benefit to which the Executive has
waived his rights in writing), nor shall anything herein limit or otherwise
affect such rights as the Executive may have under any other contract or
agreement entered into after the Effective Date with the Company. Amounts which
are vested benefits or which the Executive is otherwise entitled to receive
under any benefit, plan, policy, practice or program of, or any contract or
agreement entered into with, the Company shall be payable in accordance with
such benefit, plan, policy, practice or program or contract or agreement except
as explicitly modified by this Agreement.

         7. FULL SETTLEMENT; MITIGATION. 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 the
Executive or others. In no event shall the Executive be obligated to seek other
employment or take any other action by way of mitigation of the amounts
(including amounts for damages for breach) payable to the Executive under any of
the provisions of this Agreement and, except as provided in Section 5(a)(ii)(D),
such amounts shall not be 


<PAGE>


reduced whether or not the Executive obtains other employment. If there occurs a
dispute between the Executive and the Company as to the interpretation, terms,
validity or enforceability of (including any dispute about the amount of any
payment pursuant to this Agreement) this Agreement, the Company agrees to pay
all legal fees and expenses which the Executive may reasonably incur as a result
of any such dispute.

         8. CONFIDENTIAL INFORMATION. The Executive shall hold in a fiduciary
capacity for the benefit of the Company all secret, confidential information,
knowledge or data relating to the Company or any of its affiliated companies,
and their respective businesses, which shall have been obtained by the Executive
during the Executive's employment by UCU and the Company or any of their
affiliated companies and that shall not have been or now or hereafter have
become public knowledge (other than by acts by the Executive or representatives
of the Executive in violation of this Agreement). During the Employment Period,
the Executive shall not, without the prior written consent of the Company or as
may otherwise be required by law or legal process, communicate or divulge any
such information, knowledge or data to anyone other than the Company and those
designated by it.

         9. NON-COMPETITION. Executive acknowledges that he will forfeit all
rights under this Agreement if, during the Employment Period, and for a period
of two years thereafter, Executive directly or indirectly, owns, manages,
operates, controls, is employed by, performs services for, consults with,
solicits business for, participates in, or is connected with the ownership,
management, operation, or control of any business that is either directly or
indirectly competitive with the products or services of the Company.


<PAGE>


         10.      SUCCESSORS.

                  (a) ASSIGNMENT BY EXECUTIVE. This Agreement is personal to the
Executive and without the prior written consent of the Company shall not be
assignable by the Executive otherwise than by will or the laws of descent and
distribution. This Agreement shall inure to the benefit of and be enforceable by
the Executive's legal representatives.

                  (b) Successors and Assigns of Company. This Agreement shall
inure to the benefit of and be binding upon the Company, its successors and
assigns.

                  (c) ASSUMPTION. The Company shall require any successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to
all or substantially all of the business and/or assets of the Company 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
had taken place. As used in this Agreement, "Company" shall mean the Company as
hereinbefore defined and any successor to its businesses and/or assets as
aforesaid that assumes and agrees to perform this Agreement by operation of law,
or otherwise.

         11.      MISCELLANEOUS.

                  (a) GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Missouri, without
reference to its 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, modified, repealed, waived, extended or discharged
except by an agreement in writing signed by the party against whom enforcement
of such amendment, modification, repeal, waiver, extension or discharge is
sought. No person, other than pursuant to a resolution of the Board or a
committee thereof, shall have authority on behalf of the Company to agree to
amend, modify, repeal, waive, extend or discharge any provision of this
Agreement or anything in reference thereto.

                  (b) NOTICES. 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, in either case, at the Company's headquarters or to such other
address as either party shall have furnished to the other in writing in
accordance herewith. Notices and communications shall be effective when actually
received by the addressee.

                  (c) SEVERABILITY. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement.


<PAGE>


                  (d) WITHHOLDING. 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) NO WAIVER. The Executive's or the Company's failure to
insist upon strict compliance with any provision hereof or any other provision
of this Agreement or the failure to assert any right the Executive or the
Company may have hereunder, including, without limitation, the right of the
Executive to terminate employment for Good Reason pursuant to Section 4(d) of
this Agreement, or the right of the Company to terminate the Executive's
employment for Cause pursuant to Section 4(b) of this Agreement shall not be
deemed to be a waiver of such provision or right or any other provision or right
of this Agreement.

                  (f) ENTIRE AGREEMENT. This instrument contains the entire
agreement of the Executive, the Company or any predecessor or subsidiary thereof
with respect to the subject matter hereof, and may be modified only by a writing
signed by the parties hereto. All promises, representations, understandings,
arrangements and prior agreements, including the severance agreement entered
into on October 17, 1995, between the Executive and the Company, are merged
herein and superseded hereby.

         IN WITNESS WHEREOF, the Executive and, pursuant to due authorization
from its Board of Directors, the Company have caused this Agreement to be
executed as of the day and year first above written.



                                        UtiliCorp United Inc.



                                        /s/ L. Patton Kline
                                        ----------------------------------
                                        Name:  L. Patton Kline
                                        Title: Chairman of the 
                                               Compensation Committee



                                        /s/ Robert K. Green
                                        ----------------------------------
                                        Robert K. Green



<PAGE>




                                  AMENDMENT TO
                              EMPLOYMENT AGREEMENT


         THIS AMENDMENT TO EMPLOYMENT AGREEMENT is made and entered into as of
the day of , 1998, by and between UTILICORP UNITED INC. (the "Company"), a
Delaware corporation, and Robert K. Green (the "Executive").

         WHEREAS, the Company and the Executive are parties to an Employment
Agreement dated November 6, 1996 (the "Agreement");

         WHEREAS, the parties desire to amend the Agreement to clarify the
Company's obligations under the Agreement.

         NOW, THEREFORE, IN CONSIDERATION of the mutual premises, covenants and
agreements set forth below, it is hereby agreed as follows:

         1. Sections 3(b) and 3(c) are hereby deleted in their entirety and new
Sections 3(b) and 3(c) are added to read as follows:

                  (b) Incentive Compensation. During the Employment Period, the
         Executive shall participate in short-term incentive compensation plans
         and long-term incentive compensation plans, consisting of plans
         offering stock options, performance units or performance shares,
         restricted stock and other short-term and long-term incentive
         compensation, providing him with the opportunity to earn, on a
         year-by-year basis, short-term and long-term incentive compensation
         (the "Incentive Compensation") at least equal to the greater of (I) the
         amounts that he had the opportunity to earn under the comparable plans
         of the Company as in effect immediately before the Effective Time, or
         (ii) the amounts that any other senior executive officer of the Company
         has the opportunity to earn under the plans of the Company and its
         subsidiaries for that year.

                  (c) Retirement and Welfare Benefit Plans. In addition to the
         benefits available under Section 3(b), during the Employment Period and
         so long as the Executive is employed by the Company, he shall be
         eligible to participate in all other savings, retirement and welfare
         plans, practices, policies and programs applicable generally to
         employees and/or senior executive officers of the Company and its
         subsidiaries, except with respect to any benefits under any plan,
         practice, policy or program to which the Executive has waived his
         rights in writing.

         2. Section 5(a) is hereby deleted in its entirety and a new Section
5(a) is added to read as follows:

         5.       Obligations of the Company Upon Termination.


<PAGE>


         (a)      Termination Other Than for Cause. If, during the Employment
                  Period, the Company shall terminate the Executive's employment
                  (other than in the case of a termination for Cause), the
                  Executive shall terminate his employment for Good Reason or
                  the Executive's employment shall terminate by reason of death
                  or Executive becoming eligible for long-term disability
                  benefits under Company sponsored disability plan(s) (which
                  circumstance shall hereinafter be referred to as "disability")
                  (termination in any such case being referred to as a
                  "Termination"):

                           (i) the Company shall pay to the Executive a
                  lump sum amount in cash equal to the sum of (A) the
                  Executive's Annual Base Salary through the Date of
                  Termination to the extent not theretofore paid, (B)
                  an amount equal to the maximum Incentive Compensation
                  benefit described in Section 3(b) of this Agreement
                  for the fiscal year of the Company that includes the
                  Date of Termination multiplied by a fraction the
                  numerator of which shall be the number of days from
                  the beginning of such fiscal year to and including
                  the Date of Termination and the denominator of which
                  shall be 365, which calculation shall be based on the
                  assumption that all target performance goals in
                  effect on the Date of Termination will be exceeded to
                  the maximum extent possible and that the Executive
                  will make any and all elections available that would
                  maximize the amount of Incentive Compensation, and
                  (C) any compensation and restricted stock previously
                  deferred by the Executive (together with any accrued
                  interest or earnings thereon) and any accrued
                  vacation pay, in each case to the extent not
                  theretofore paid. (The amounts specified in clauses
                  (A), (B) and (C) shall be hereinafter referred to as
                  the "Accrued Obligations".) The amounts specified in
                  this Section 5(a)(I) shall be paid within 30 days
                  after the Date of Termination; and


                           (ii) in the event of Termination other than
                  by reason of the Executive's death or disability,
                  then the Company shall pay to the Executive (A)
                  continued salary at the minimum annual base salary
                  rate required by this Agreement for three years
                  following the Date of Termination (the "Continuation
                  Period"); (B) a lump sum amount, in cash, equal to
                  three times the maximum Incentive Compensation
                  benefit described in Section 3(b) of this Agreement
                  that would be paid to Executive for the year during
                  which termination occurs, including the value of any
                  restricted stock that would be granted for such year,
                  assuming that all target performance goals in effect
                  on the Date of Termination were exceeded to the
                  maximum extent possible for such year and that the
                  Executive will make any 


<PAGE>


                  and all elections available that would maximize the
                  amount of Incentive Compensation, such amount to be
                  paid within 30 days of such Date of Termination; (C)
                  except with respect to the benefits provided pursuant
                  to clause (E) below, the Company shall pay to the
                  Executive the value of all benefits to which the
                  Executive would have been entitled under Sections
                  3(d) and (f) had he remained in employment with the
                  Company until the end of the Continuation Period; (D)
                  the Company shall pay the value of all deferred
                  compensation amounts (together with any accrued
                  interest or earnings thereon) and all executive life
                  insurance benefits whether or not then vested or
                  payable; and (E) the Company shall continue medical
                  and welfare benefits to the Executive and/or the
                  Executive's family at least equal to those which
                  would have been provided had the Executive remained
                  in employment to the end of the Continuation Period
                  (excluding benefits to which the Executive has waived
                  his rights in writing), such benefits to be in
                  accordance with the most favorable medical and
                  welfare benefit plans, practices, programs or
                  policies (the "M&W Plans") of the Company as in
                  effect and applicable to any senior executive officer
                  of the Company and his or her family during the
                  90-day period immediately preceding the Date of
                  Termination or, if more favorable to the Executive,
                  as in effect at any time thereafter with respect to
                  any senior executive officer of the Company (but on a
                  prospective basis only unless and then only to the
                  extent, such more favorable M&W Plans are by their
                  terms retroactive); provided, however, that if the
                  Executive becomes employed with another employer and
                  is eligible to receive medical or other welfare
                  benefits under another employer-provided plan, the
                  benefits under the M&W Plans shall be secondary to
                  those provided under such other plan during such
                  applicable period of eligibility.

         IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed as of the day and year first above written.

                                        TILICORP UNITED INC.





                                         By:
                                            ------------------------------
                                            Name
                                            Title


<PAGE>




                                            ------------------------------
                                            Robert K. Green