Exhibit 10.5

UTILICORP UNITED INC.
EXECUTIVE BENEFIT SECURITY TRUST

Amended and Restated as of April 4, 2002

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UTILICORP UNITED INC.
EXECUTIVE BENEFIT SECURITY TRUST

THIS AMENDED AND RESTATED TRUST AGREEMENT ("AGREEMENT") is made and entered into as of this 4th day of April, 2002 by UtiliCorp United Inc., a Delaware
corporation, (the "Company"), and The Northern Trust Company, and its successor or successors and assigns in the trust hereby evidenced, as trustee (the "Trustee").

WITNESSETH:

WHEREAS, the Company has adopted the non-qualified deferred compensation plans listed on Appendix A, which may be revised by the Company from
time to time to add more Plans by delivering to the Trustee a new Appendix A without requiring an amendment of this Trust Agreement (the "Plans") for the benefit of a select group of management
and/or highly compensated employees; and

WHEREAS,
the Company has incurred or expects to incur liability under the terms of such Plans with respect to the individuals participating in such Plans; and

WHEREAS,
the Company established a trust with LaSalle National Trust, N.A. (the "Prior Trustee") on January 1, 1997 (hereinafter called the "Trust"); and

WHEREAS,
the Company wishes to appoint The Northern Trust Company as successor trustee effective as of the date set forth above; and

WHEREAS,
the Company wishes to continue to contribute to the Trust assets to be held therein, subject to the claims of the Company's creditors in the event of the Company's Insolvency,
as herein defined, until paid to participants of the Plans and their beneficiaries in such manner and at such times as specified in the Plans; and

WHEREAS,
it is the intention of the parties that this Trust shall constitute an unfunded arrangement and shall not affect the status of the Plans as unfunded plans maintained for the
purpose of providing deferred compensation for a select group of management or highly compensated employees for purposes of Title I of the Employee Retirement Income Security Act of 1974; and

WHEREAS,
it is the intention of the Company to make contributions to the Trust to provide itself with a source of funds to assist it in the meeting of its liabilities under the Plans;

NOW,
THEREFORE, the parties do hereby amend and restate the Trust Agreement and agree that the Trust shall be comprised, held and disposed of as follows:

ARTICLE I
INTRODUCTION

1.01.The Trust, the Plans, Participants.This Agreement and the Trust hereby evidenced shall be known as the
"UtiliCorp United Inc. Executive Benefit Security Trust." The Trust is established for the benefit of employees of the Company who are or become covered under the Plans and their beneficiaries,
as determined in accordance with the provisions of the Plans, which employees and beneficiaries are referred to as "Participants." However, the Participants shall not have any right or security
interest in any specific asset of the Trust or beneficial ownership in or preferred claim on the assets of the Trust, it being understood that the assets of the Trust shall be available for the claims
of the Company's creditors as provided in Article V and all rights created under the Plans or the Trust shall be unsecured contractual rights against the Company.

1.02.Status of Trust.The Trust is intended to constitute a grantor trust under Sections 671-678 of
the Internal Revenue Code, as amended, and shall be construed accordingly.



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1.03.Acceptance.The Trustee accepts the duties and obligations of the Trustee hereunder, agrees to accept
delivery of property delivered to it by the Prior Trustee and the Company pursuant to paragraph 1.02, and agrees to hold such property (and any proceeds from the investment of such property) in
trust in accordance with this Agreement. The Trustee shall have no duty to enforce any funding obligations of the Company, and the duties of the Trustee shall be governed solely by the terms of this
Trust Agreement without reference to the terms of any Plan.

1.04.The Committee.The "Committee" means the committee appointed by the Company to administer the Plans
pursuant to the terms of such Plans. The Committee has certain powers, rights and duties under this Agreement as described below. The Company shall from time to time certify to the Trustee the person
or persons who are acting as the members of the Committee or who have been delegated the authority to act on behalf of the Committee. The Trustee may rely on the latest certificate received without
further inquiry or verification.

1.05.Participating Affiliates.Any subsidiary or affiliated entity of the Company may adopt this Trust and,
thus, become a "Participating Affiliate" under this Trust Agreement. Notwithstanding any provision of this Agreement to the contrary, to the extent the Trust benefits employees of Company's
Participating Affiliate, the assets of the Trust shall be subject to the claims of the general creditors of both the Company and its Participating Affiliates. The Company shall immediately notify the
Trustee in writing when an entity becomes a Participating Affiliate in accordance with this section, and the Trustee shall not be deemed to have any knowledge of such adoption until it receives such
written notice from the Company. When the Trust has been adopted by a Participating Affiliate, such Participating Affiliate shall be bound by the decisions, instructions, actions and directions of the
Company under or affecting this Agreement. The Trustee shall not be required to give notice to or to obtain the consent of any Participating Affiliate with respect to any action to be taken by the
Trustee pursuant to this Agreement,

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and the Company shall have the sole authority to enforce this Agreement on behalf of any Participating Affiliate. Participating Affiliates as of the date hereof are set forth in Appendix B.

1.06.Merger of Trusts.At the direction of the Company, the Trustee shall have the authority to merge at any
time all the Trust assets with the assets of any other trust held by the same Trustee or another trustee for the benefit of the same beneficiaries or beneficiaries of other deferred compensation plans
established by the Company or its Participating Affiliates and upon substantially the same terms and conditions as those set forth herein and, at the Company's direction, either to administer the
merged assets as a single trust hereunder or transfer the Trust property to that other trust, to be administered under the instrument governing that other trust, and thereafter to terminate the Trust
hereunder as a separate entity. Notwithstanding the preceding sentence, the assets attributable to the interest of a beneficiary under any such deferred compensation plan held under the trust with
which this Trust is merged, as determined immediately after the merger, shall not, as a result of the merger, be less than the assets attributable to the interest of such beneficiary under the trust
immediately prior to the effective date of the merger.

ARTICLE II
MANAGEMENT OF THE TRUST FUND

2.01.The Trust Fund.Unless the context clearly implies or indicates otherwise, the term "Trust Fund" as of any
date means all property of every kind then held under this Agreement by the Trustee or any custodian.

2.02.Trustee's General Powers, Rights and Duties.With respect to the Trust Fund and subject only to the
limitations expressly provided in this Agreement (including the powers reserved to the Committee or the Company) and subject to such written investment guidelines as may be issued to the Trustee from
time to time by the Company or Committee, the Trustee shall have the following powers, rights and duties in addition to those vested in it elsewhere in this Agreement or by law:



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2.03.Commingled Investment Trusts.The Trustee may invest Trust assets in any commingled trust fund or pooled
investment fund that is maintained by a bank or trust company (including a bank or trust
company acting as Trustee) provided such investments are consistent with the investment guidelines, if any, issued to the Trustee in writing by the Company or Committee. To the extent that any Trust
assets are invested in any such fund, the provisions of the documents under which such commingled trust fund or pooled investment fund are maintained shall govern any investments therein and such
provisions are hereby incorporated herein and made a part of this Agreement.

2.04.Investment Responsibility.Except as provided below, the Committee shall have sole investment
responsibility for the Trust assets and shall provide the Trustee with all investment directions. The Trustee shall neither effect nor change any of the investments of Trust assets for which the
Committee has investment responsibility, except as instructed by the Committee, and shall have no right, duty or responsibility to recommend or review investments or investment changes; provided,
however, that the Trustee may deposit cash on hand from time to time in any account in its own banking department without prior directions and provided further that if the Trustee shall not have
received contrary instructions from the Committee, the Trustee shall invest for short term purposes any cash consisting of U.S. dollars in its custody in bonds, notes and other evidence of
indebtedness having a maturity date not beyond five years from date of purchase, United States Treasury bills, commercial paper, bankers' acceptances and certificates of deposit and undivided
interests or participations therein and (if subject to withdrawal on a daily or weekly basis) participations in regulated investment companies (including those for which The Northern Trust Company or
any of its affiliates acts as advisor). Notwithstanding the foregoing, the Committee may allocate investment responsibility for certain Trust assets to the Trustee from time to time, but only if the
Trustee accepts such investment responsibility in writing. The Committee may revoke such allocation in writing at any time.

Upon
notice from the Company to the Trustee of a Change in Control, the authority of the Committee to direct the investment of the Trust's assets shall cease, and the Trustee shall have
complete authority to direct those investments for which it accepts investment responsibility therefor in writing, subject to such investment guidelines that shall be issued by the Company to the
Trustee from time to time; provided, however, that the Company shall have investment responsibility for any investments for which the Trustee does not accept investment responsibility in writing.

2.05.Separate Accounts.The Trustee shall establish such separate accounts under the Trust as directed by the
Committee. The Committee shall designate assets of the Trust to be allocated to each separate account and shall direct the Trustee with respect to any transfer of assets between the separate accounts.

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ARTICLE III
MANNER OF ACTION OF THE COMMITTEE

The Company shall certify to the Trustee in writing the names of the members of the Committee acting from time to time, and the Trustee shall not be charged with
knowledge of a change in the membership
of the Committee until so notified in writing by the Company. Any action required or permitted to be taken by the Committee shall be by direction of such person or persons as shall be designated in
writing by the Committee to act for the Committee. The Trustee may rely upon an instrument of designation received from the Committee appointing a designee to act for the Committee which it believes
has been signed by the secretary or chairman of the Committee and filed with the Trustee. The Trustee shall have no responsibility for any action taken by it in accordance with any such direction it
believes to have been given as provided above. Notwithstanding anything herein to the contrary, the Committee may delegate any of its responsibilities hereunder to a representative by giving to the
Trustee in writing a letter which identifies the representative and sets forth the list of its responsibilities under this agreement that it has authorized the representative to carry out.

ARTICLE IV
GENERAL PROVISIONS

4.01.Restrictions on Reversion.The Company shall not have any right, title or interest in the assets of the
Trust Fund, nor will any part of the assets of the Trust Fund revert or be repaid to the Company until all benefits due under the Plans have been paid pursuant to the terms of the Plans and in
accordance with the provisions of paragraph 4.05, except as follows:



4.02.Nonalienation of Trust Assets.To the extent permitted by law, the rights or interests of any Participants
to any benefits or future payments hereunder shall not be subject to attachment, garnishment, levy, execution or other legal or equitable process by any creditor of any such Participant, nor shall any
such Participant have any right to alienate, anticipate, commute, pledge, encumber or assign (either at law or in equity) any of the benefits or rights which he/she may expect to receive (contingently
or otherwise) under this Agreement, except as may be required by the tax withholding provisions of the Internal Revenue Code or of a state's income tax act.

4.03.Litigation.Any final judgment that is not appealed or appealable and which may be entered in any suit or
legal proceeding regarding this Trust shall be binding and conclusive on the parties hereto and all persons having or claiming to have an interest in the Trust. If the Trustee undertakes or defends
any litigation arising in connection with the Trust, the Company agrees to

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indemnify the Trustee on a current basis against the Trustee's costs, expenses and liabilities (including, without limitation, attorneys' fees and expenses) relating thereto and to be primarily
liable for such payments provided that the Trustee has notified the Company of such litigation and has provided the Company with the right to defend with counsel reasonably satisfactory to the
Trustee. Notwithstanding the foregoing, the Trustee shall have the right to employ its own counsel, and the reasonable fees and expenses of such counsel shall be paid by the Company as they are
incurred, if (i) the Trustee has been advised by such counsel that there may be legal defenses available to it which are different from and in addition to defenses available to the Company or
the Trust which may reasonably cause a conflict between the parties (in which case the Company shall not have the right to assume the defense on behalf of the Trustee), (ii) the Trustee has
been advised by such counsel that there is or could reasonably be expected to be a conflict of interest by reason of having common counsel, (iii) the Company shall not have assumed the defense
and employed counsel reasonably satisfactory to the Trustee within fifteen (15) days after the receipt by the Company of notice of commencement of an action, or (iv) the employment of
such counsel has been authorized in writing by the Company in connection with the defense. If the Company does not pay such costs, expenses and liabilities within sixty (60) days of
presentation, the Trustee may obtain payment of such items from the Trust. The Trustee shall be under no obligation to take or defend any legal action of whatever nature unless it is first indemnified
against expenses by the Company or there shall be sufficient property in the Trust to indemnify the Trustee with respect to the expenses or losses to which it may be subjected as a result of taking or
defending such action.

4.04.Trustee's Actions Conclusive.Except as otherwise provided by law, the Trustee's exercise or
non-exercise of its powers and discretion in good faith shall be conclusive on all persons. No one shall be obliged to see to the application of any money paid or property delivered to the
Trustee. The certificate of the Trustee that it is acting in accordance with this Agreement will fully protect all persons dealing with the Trustee. If there is a disagreement between the Trustee and
anyone as to any act or transaction reported in any accounting, the Trustee shall have the right to a settlement of its account by any proper court.

4.05.Benefit Payments.The Trustee shall make distributions of benefits in accordance with the following:



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4.06.Missing Persons.If any payment directed to be made by the Trustee from the

Trust
Fund is not claimed by the person entitled thereto, the Trustee shall notify the Committee of that fact and shall dispose of the distribution as the Committee or its designee shall
direct. Neither the Company, the Committee nor the Trustee shall have any obligation to search for or ascertain the whereabouts of any payee under this Trust.

4.07.Liabilities Mutually Exclusive.The Company, the Trustee, the Committee and each member thereof shall be
responsible only for their own acts or omissions.

4.08.Indemnification.To the extent permitted by law, neither the Trustee, any present or former Committee
member, nor any person who is or was a director, officer, or employee of the Company, shall be personally liable for any act done, or omitted to be done, in good faith in the administration of this
Trust. Any person to whom the Committee or the Company has delegated any portion of its responsibilities under the Trust, any person who is or was a director or officer of the Company, members and
former members of the Committee, and each of them, shall, to the extent permitted by law, be indemnified and saved harmless by the Company (to the extent not indemnified or saved harmless under any
liability insurance or other indemnification arrangement with respect to this Trust) from and against any and all liability or claim of liability to which they may be subjected by reason of any act
done or omitted to be done in good faith in connection with the administration of the Trust or the investment of the Trust Fund, including all expenses reasonably incurred in their defense if the
Company fails to provide such defense after having been requested to do so in writing. The Company (which has the authority to do so under the laws of its state of incorporation) shall indemnify The
Northern Trust Company, and defend it and hold it harmless from and against any and all liabilities, losses, claims, suits or expenses (including attorney's fees) of whatsoever kind and nature which
may be imposed upon, asserted against or incurred by it at any time (1) by reason of its carrying out its responsibilities or providing services under this Agreement, or its status as Trustee,
or by reason of any act or failure to act under the Agreement, except to the extent that any such liability, loss, claim, suit or expense arises from the Trustee's negligence or willful misconduct or
breach of its responsibilities allocated to it by the terms of this Agreement or (2) by reason of the Trust's failure to qualify as a grantor trust under the IRS grantor trust rules or the
Plan's failure to qualify as an excess benefit or top-hat plan exempt from all or Parts 2, 3, and 4 of Title I of the Employee Retirement Income Security Act, as amended ("ERISA"). This
paragraph shall survive the termination of this Agreement.

4.09.Compensation and Expenses.All reasonable costs, charges and expenses incurred by the Trustee pursuant to
subparagraph 2.02(g) shall be paid from the Trust Fund to the extent not paid by the Company, and all other reasonable compensation, costs, charges and expenses incurred in the administration of this
Trust, as agreed upon between the Committee and the Trustee, will, to the extent not paid by the Company be paid from the Trust Fund.

4.10.Action by the Company.Any action with respect to this Trust required or permitted to be taken by the
Company shall be by resolution of its Board of Directors, by a duly authorized committee of its Board of Directors, or by written direction of a person or persons authorized by resolution of its Board
of Directors or such committee. The Trustee may rely upon a resolution or direction filed with the Trustee and shall no responsibility for any action taken by the Trustee in accordance with any such
resolution or direction.

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4.11.Warranty.The Company warrants that all directions or authorizations by the Committee, whether for the
payment of money or otherwise, will comply with the provisions of the Plans and this Trust.

4.12.Evidence.Evidence required of anyone under this Agreement shall be signed, made or presented by the
proper party or parties and may be by certificate, affidavit, document or other information which the person acting on it considers pertinent and reliable.

4.13.Waiver of Notice.Any notice required under this Agreement may be waived in writing by the person entitled
to such notice.

4.14.Counterparts.This Agreement may be executed in two or more counterparts, any one of which will be an
original without reference to the others.

4.15.Gender and Number.Where the context admits, words denoting the masculine gender shall include the
feminine gender, the singular shall include the plural, and the plural shall include the singular.

4.16.Scope of this Agreement.The Plans and this Trust will be binding on all persons entitled to benefits
hereunder and their respective heirs and legal representatives, and upon the Company, the Committee, the Trustee (with respect to the Trust only), and their successors and assigns.

4.17.Severability.If any provision of this Agreement is held to be illegal or invalid, such illegality or
invalidity shall not affect the remaining provisions of this Agreement, and they shall be construed and enforced as if such illegal or invalid provision had never been inserted herein.

4.18.Statutory References.Any references to this Agreement to a section of the Internal Revenue Code or the
Employee Retirement Income Security Act shall include any comparable section or sections of any future legislation that amends, supplements or supersedes that section.

4.19.Applicable Law.The Trust shall be construed in accordance with the laws of the State of Missouri.

ARTICLE V
INSOLVENCY

5.01.Insolvency.The Company or Participating Affiliate shall be considered "Insolvent" for purposes of this
Trust if the Company's or Participating Affiliate's debts are not paid as they mature or if its affairs
become the subject of reorganization or liquidation proceedings as a debtor under federal bankruptcy laws.

5.02.Payments During Insolvency.At all times during the existence of this Trust, assets and rights of the
Trust shall be subject to the claims of the Company's or Participating Affiliate's general creditors. Therefore, if the Trustee knows that the Company or Participating Affiliate is Insolvent (as
defined in paragraph 5.01), the Trustee shall discontinue benefit payments that otherwise would be paid and will deliver or otherwise make available assets of the Trust to satisfy the claims of
the Company's or Participating Affiliate's creditors as directed by a court of competent jurisdiction. If the Company or Participating Affiliate becomes Insolvent, its Board of Directors and its Chief
Executive Officer shall have the duty to promptly inform the Trustee of the Company's or Participating Affiliate's Insolvency. The Committee shall have the same duty if and when it becomes aware that
the Company or Participating Affiliate has become Insolvent or upon an inquiry of the Company's or Participating Affiliate's solvency by the Trustee. Participants shall not be granted greater rights
to the Trust Fund by virtue of their rights under the Plans than other general creditors of the Company or Participating Affiliate, but no provision of the Trust shall diminish the rights of a
Participant to pursue his/her rights as a general creditor of the Company or Participating Affiliate with respect to any benefits he/she is entitled to under the Plans, or otherwise. The Trustee shall
resume payments of benefits in accordance with this Trust Agreement after the Trustee has been notified by the Board of Directors or the Chief Executive Officer of the Company that the Company or
Participating Affiliate is no longer Insolvent.

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5.03.Trustee's Reliance.Unless the Trustee has actual knowledge of the Company's or Participating Affiliate's
Insolvency, or has received notice from Company or a person claiming to be a creditor alleging that the Company or Participating Affiliate is Insolvent, the Trustee shall have no duty to inquire
whether the Company or Participating Affiliate is Insolvent. The Trustee may in all events rely on such evidence concerning the Company's or Participating Affiliate's solvency as may be furnished to
the Trustee and that provides the Trustee with a reasonable basis for making a determination concerning the Company's solvency. In no event shall "actual knowledge" be deemed to include knowledge of
Company's or Participating Affiliate's credit status held by banking officers or banking employees of The Northern Trust Company which has not been communicated to the administrative staff assigned to
the Trust. The Trustee may appoint an independent accounting, consulting or law firm to make any determination of solvency required by the Trustee under this Article V. In such event, the
Trustee may conclusively rely upon the determination by such firm and shall be responsible only for the prudent selection of such firm.

ARTICLE VI
RESIGNATION OR REMOVAL OF TRUSTEE

6.01.Resignation or Removal of Trustee.The Trustee may resign at any time by giving sixty (60) days
advance written notice to the Company and the Committee. The Company or the Committee may remove the Trustee; provided that such removal shall not become effective until the time immediately
proceeding the appointment of a successor Trustee pursuant to paragraph 6.02; and provided further that in the event of a Change of Control (as defined in the Plans), the Trustee may only be
removed by action of the Chief Executive Officer of Company employed in the capacity immediately prior to such Change of Control, by giving sixty (60) days advance written notice to the Trustee
or such shorter notice accepted by the Trustee.

6.02.Successor Trustees.In the event of the resignation or removal of the Trustee, a successor Trustee shall
be appointed by the Company or the Committee in writing as soon as practicable. Written notice of such appointment shall be given by the Company or the Committee to the predecessor Trustee. If no such
appointment has been made by the effective date of the resignation or removal of the Trustee, the Trustee may apply to a court of competent jurisdiction for appointment of a successor or for
instructions. All expenses of the Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust and paid from the Trust if not paid by the Company.

6.03.Duties of Predecessor Trustee and Successor Trustee.A Trustee that resigns or is removed shall furnish to
the Committee and the successor Trustee a final account of its administration of the Trust in accordance with Section 2.02(j). A successor Trustee shall succeed to the right and title of the
predecessor Trustee in the assets of the Trust Fund and the predecessor Trustee shall deliver the property comprising the Trust Fund to the successor Trustee together with any instruments of transfer,
conveyance, assignment and further assurances as the successor Trustee may reasonably require. Each successor Trustee shall have all the powers, rights and duties conferred by this Agreement as if
named the initial Trustee. No successor Trustee shall be personally liable for any act or failure to act of a predecessor Trustee.

ARTICLE VII
AMENDMENT AND TERMINATION

7.01.Amendment.This Trust may be amended from time to time by the Company, except as follows:



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7.02.Termination.This Trust shall not terminate, and all rights, titles, powers, duties, discretions and
immunities on or reserved to the Trustee, the Company and the Committee shall continue in effect with respect to the Trust, until all benefits payable to Participants under the Plans have been paid or
there are no longer any assets held in the Trust. Notwithstanding any other provision of this Trust, the Trust shall terminate one day prior to the expiration of a period of twenty-one
(21) years after the death of the last to die of employees of the Company who are Participants in the Plans on the day and year first above written. Upon termination of the Trust, any assets
remaining in the Trust shall be returned to the Company and its Participating Affiliates, except that any assets (including company stock) contributed by UtiliCorp United Inc. to the Trust for
the benefit of employees or service providers of any its participating affiliates shall revert exclusively to UtiliCorp United Inc., all as directed by the Company.

IN
WITNESS WHEREOF, the Company and the Trustee have caused this Agreement to be executed on their behalf and by their respective officers thereunto duly authorized, as of the day and
year first above written.

|ATTEST/WITNESS |  | UtiliCorp United Inc.     
|-------------- |  | --------------------------
|               |  | By:                       
|               |  | The Northern Trust Company
|               |  | By:                       

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