<PAGE>

                                                            EXHIBIT 10(a)(2)
                                          
                                          
                                          
                               UTILICORP UNITED INC.
                                          
                     SUPPLEMENTAL CONTRIBUTORY RETIREMENT PLAN
                                          
                          EFFECTIVE AS OF JANUARY 1, 1998
                                          
                                          
                                          
                                          
<PAGE>

UTILICORP UNITED INC.
Supplemental Contributory Retirement Plan
MASTER PLAN DOCUMENT
===============================================================================

                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
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Purpose. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4

ARTICLE 1 Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4

ARTICLE 2 Selection, Enrollment, Eligibility . . . . . . . . . . . . . . . . . . . .8

          2.1 Selection by Committee . . . . . . . . . . . . . . . . . . . . . . . .8
          2.2 Enrollment Requirements. . . . . . . . . . . . . . . . . . . . . . . .8
          2.3 Eligibility; Commencement of Participation.. . . . . . . . . . . . . .8
          2.4 Termination of Participation and/or Deferrals. . . . . . . . . . . . .8

ARTICLE 3 Deferral Commitments/Company Matching/Crediting/Taxes. . . . . . . . . . .8

          3.1 Annual Deferral Amounts. . . . . . . . . . . . . . . . . . . . . . . .8
          3.2 Election to Defer; Effect of Election Form . . . . . . . . . . . . . .9
          3.3 Withholding of Annual Deferral Amounts . . . . . . . . . . . . . . . .9
          3.4 Company Matching Amount. . . . . . . . . . . . . . . . . . . . . . . .9
          3.5 Investment of Trust Assets . . . . . . . . . . . . . . . . . . . . . .9
          3.6 Vesting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
          3.7 Crediting/Debiting of Account Balances.. . . . . . . . . . . . . . . 10
          3.8 FICA and Other Taxes . . . . . . . . . . . . . . . . . . . . . . . . 12
          3.9 Distributions. . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

ARTICLE 4 Unforeseeable Financial Emergencies; Withdrawal Election . . . . . . . . 12

          4.1 Withdrawal Payout/Suspensions for Unforeseeable Financial
               Emergencies . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
          4.2 Withdrawal Election. . . . . . . . . . . . . . . . . . . . . . . . . 13

ARTICLE 5 Retirement Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

          5.1 Retirement Benefit . . . . . . . . . . . . . . . . . . . . . . . . . 13
          5.2 Payment of Retirement Benefit. . . . . . . . . . . . . . . . . . . . 13
          5.3 Death Prior to Completion of Retirement Benefit. . . . . . . . . . . 13

ARTICLE 6 Pre-Retirement Survivor Benefit. . . . . . . . . . . . . . . . . . . . . 14

          6.1 Pre-Retirement Survivor Benefit. . . . . . . . . . . . . . . . . . . 14
          6.2 Payment of Pre-Retirement Survivor Benefit . . . . . . . . . . . . . 14

ARTICLE 7 Termination Benefit. . . . . . . . . . . . . . . . . . . . . . . . . . . 14

          7.1 Termination Benefit. . . . . . . . . . . . . . . . . . . . . . . . . 14
</TABLE>

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UTILICORP UNITED INC.
Supplemental Contributory Retirement Plan
MASTER PLAN DOCUMENT
===============================================================================

                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
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          7.2 Payment of Termination Benefit . . . . . . . . . . . . . . . . . . . 14

ARTICLE 8 Disability Waiver and Benefit. . . . . . . . . . . . . . . . . . . . . . 15

          8.1 Disability Waiver. . . . . . . . . . . . . . . . . . . . . . . . . . 15
          8.2 Continued Eligibility; Disability Benefit. . . . . . . . . . . . . . 15

ARTICLE 9 Beneficiary Designation. . . . . . . . . . . . . . . . . . . . . . . . . 15

          9.1 Beneficiary. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
          9.2 Beneficiary Designation; Change. . . . . . . . . . . . . . . . . . . 15
          9.3 Acknowledgement. . . . . . . . . . . . . . . . . . . . . . . . . . . 16
          9.4 No Beneficiary Designation . . . . . . . . . . . . . . . . . . . . . 16
          9.5 Doubt as to Beneficiary. . . . . . . . . . . . . . . . . . . . . . . 16
          9.6 Discharge of Obligations . . . . . . . . . . . . . . . . . . . . . . 16

ARTICLE 10 Leave of Absence. . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

          10.1 Paid Leave of Absence . . . . . . . . . . . . . . . . . . . . . . . 16
          10.2 Unpaid Leave of Absence . . . . . . . . . . . . . . . . . . . . . . 16

ARTICLE 11 Termination, Amendment or Modification. . . . . . . . . . . . . . . . . 16

          11.1 Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
          11.2 Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
          11.3 Plan Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . 17
          11.4 Effect of Payment . . . . . . . . . . . . . . . . . . . . . . . . . 17

ARTICLE 12 Administration. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

          12.1 Committee Duties. . . . . . . . . . . . . . . . . . . . . . . . . . 17
          12.2 Agents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
          12.3 Binding Effect of Decisions . . . . . . . . . . . . . . . . . . . . 18
          12.4 Indemnity of Committee. . . . . . . . . . . . . . . . . . . . . . . 18
          12.5 Employer Information. . . . . . . . . . . . . . . . . . . . . . . . 18

ARTICLE 13 Other Benefits and Agreements . . . . . . . . . . . . . . . . . . . . . 18

          13.1 Coordination with Other Benefits. . . . . . . . . . . . . . . . . . 18

ARTICLE 14 Claims Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

          14.1 Presentation of Claim . . . . . . . . . . . . . . . . . . . . . . . 18
          14.2 Notification of Decision. . . . . . . . . . . . . . . . . . . . . . 18
          14.3 Review of a Denied Claim. . . . . . . . . . . . . . . . . . . . . . 19

</TABLE>

                                      -ii-

<PAGE>

UTILICORP UNITED INC.
Supplemental Contributory Retirement Plan
MASTER PLAN DOCUMENT
===============================================================================

                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
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          14.4 Decision on Review. . . . . . . . . . . . . . . . . . . . . . . . . 19
          14.5 Legal Action. . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

ARTICLE 15 Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

          15.1 Establishment of the Trust. . . . . . . . . . . . . . . . . . . . . 19
          15.2 Interrelationship of the Plan and the Trust . . . . . . . . . . . . 20
          15.3 Distributions From the Trust. . . . . . . . . . . . . . . . . . . . 20

ARTICLE 16 Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

          16.1 Status of Plan. . . . . . . . . . . . . . . . . . . . . . . . . . . 20
          16.2 Unsecured General Creditor. . . . . . . . . . . . . . . . . . . . . 20
          16.3 Employer's Liability. . . . . . . . . . . . . . . . . . . . . . . . 20
          16.4 Nonassignability. . . . . . . . . . . . . . . . . . . . . . . . . . 20
          16.5 Not a Contract of Employment. . . . . . . . . . . . . . . . . . . . 20
          16.6 Furnishing Information. . . . . . . . . . . . . . . . . . . . . . . 20
          16.7 Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
          16.8 Captions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
          16.9 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
          16.10 Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
          16.11 Successors . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
          16.12 Spouse's Interest. . . . . . . . . . . . . . . . . . . . . . . . . 21
          16.13 Validity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
          16.14 Incompetent. . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
          16.15 Court Order. . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
          16.16 Distribution in the Event of Taxation. . . . . . . . . . . . . . . 22
          16.17 Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
          16.18 Legal Fees To Enforce Rights After Change in Control . . . . . . . 22
</TABLE>
                                    -iii-

<PAGE>

UTILICORP UNITED INC.
Supplemental Contributory Retirement Plan
MASTER PLAN DOCUMENT
===============================================================================

                               UTILICORP UNITED INC.
                                          
                     SUPPLEMENTAL CONTRIBUTORY RETIREMENT PLAN
                                          
                             Effective January 1, 1998
                                          
                                      PURPOSE
                                          
     The purpose of this Plan is to provide specified benefits to a select group
of management and highly compensated Employees who contribute materially to the
continued growth, development and future business success of UtiliCorp United
Inc., a Delaware corporation, and its subsidiaries, if any, that sponsor this
Plan.  This Plan shall be unfunded for tax purposes and for purposes of Title I
of ERISA.

                                     ARTICLE 1
                                          
                                    DEFINITIONS

          For purposes of this Plan, unless otherwise clearly apparent from the
context, the following phrases or terms shall have the following indicated
meanings:

1.1       "Account Balance" shall mean, with respect to a Participant, a credit
          on the records of the Employer equal to the sum of (i) the Deferral
          Account balance and (ii) the vested Company Matching Account balance. 
          The Account Balance, and each other specified account balance, shall
          be a bookkeeping entry only and shall be utilized solely as a device
          for the measurement and determination of the amounts to be paid to a
          Participant, or his or her designated Beneficiary, pursuant to this
          Plan.

1.2       "Annual Company Matching Amount" for any one Plan Year shall be the
          amount determined in accordance with Section 3.4.

1.3       "Annual Deferral Amount" shall mean that portion of a Participant's
          Base Annual Salary that a Participant elects to have, and is deferred,
          in accordance with Article 3, for any one Plan Year.  In the event of
          a Participant's Retirement, Disability (if deferrals cease in
          accordance with Section 8.1), death or a Termination of Employment
          prior to the end of a Plan Year, such year's Annual Deferral Amount
          shall be the actual amount withheld prior to such event.

1.4       "Base Annual Salary" shall mean the annual cash compensation relating
          to services performed during any calendar year, whether or not paid in
          such calendar year or included on the Federal Income Tax Form W-2 for
          such calendar year, excluding bonuses, commissions, overtime, fringe
          benefits, stock options, relocation expenses, incentive payments,
          non-monetary awards, directors fees and other fees, automobile and
          other allowances paid to a Participant for employment services
          rendered (whether or not such allowances are included in the
          Employee's gross income).  Except as otherwise provided in this
          sentence, Base Annual Salary shall be calculated before reduction for
          compensation voluntarily deferred or contributed by the Participant
          pursuant to all qualified or non-qualified plans of any Employer and
          shall be calculated to include amounts not otherwise included in the
          Participant's gross income under Code Sections 125, 402(e)(3), 402(h),
          or 403(b) pursuant to plans established by any Employer; provided,
          however, that (i) all such amounts will be included in compensation
          only to the extent that, had there been no such plan, the amount would
          have been payable in cash to the Employee; and (ii) Base Annual Salary
          shall be calculated after reduction for compensation voluntarily
          deferred or contributed by the Participant pursuant to the UtiliCorp
          United Inc. Capital Accumulation Plan.

                                      -4-

<PAGE>

UTILICORP UNITED INC.
Supplemental Contributory Retirement Plan
MASTER PLAN DOCUMENT
===============================================================================

1.5       "Beneficiary" shall mean one or more persons, trusts, estates or other
          entities, designated in accordance with Article 9, that are entitled
          to receive benefits under this Plan upon the death of a Participant.

1.6       "Beneficiary Designation Form" shall mean the form established from
          time to time by the Committee that a Participant completes, signs and
          returns to the Committee to designate one or more Beneficiaries.

1.7       "Board" shall mean the board of directors of the Company.

1.8       "Change in Control" shall mean the first to occur of any of the
          following events:

          (a)  Any "person" (as that term is used in Section 13 and 14(d)(2) of
               the Securities Exchange Act of 1934 ("Exchange Act")) becomes the
               beneficial owner (as that term is used in Section 13(d) of the
               Exchange Act), directly or indirectly, of 20% or more of the
               Company's capital stock entitled to vote in the election of
               directors;

          (b)  During any period of not more than two consecutive years, not
               including any period prior to the adoption of this Plan,
               individuals who at the beginning of such period constitute the
               board of directors of the Company cease for any reason to
               constitute at least a majority thereof; 

          (c)  The shareholders of the Company approve any consolidation or
               merger of the Company, other than a consolidation or merger of
               the Company in which the holders of the common stock of the
               Company immediately prior to the consolidation or merger hold the
               same proportion of the common stock of the surviving corporation
               immediately after the consolidation or merger; 

          (d)  The shareholders of the Company approve any plan or proposal for 
               the liquidation or dissolution of the Company; or

          (e)  The shareholders of the Company approve the sale or transfer of
               all or substantially all of the assets of the Company (in one
               transaction or a series of transactions) to parties that are not
               within a "controlled group of corporations" (as defined in Code
               Section 1563) in which the Company is a member.

1.9       "Claimant" shall have the meaning set forth in Section 14.1.

1.10      "Code" shall mean the Internal Revenue Code of 1986, as it may be
          amended from time to time.

1.11      "Committee" shall mean the committee described in Article 12.

1.12      "Company" shall mean UtiliCorp United Inc., a Delaware corporation,
          and any successor to all or substantially all of the Company's assets
          or business.

1.13      "Company Matching Account" shall mean with respect to each
          Participant, (i) the amount credited to the Participant's "deferred
          benefit account(s)" as of December 31, 1997, under the terms of the
          Plan in effect immediately prior to the effective date of this
          restatement, plus (ii) the sum of all of a Participant's Company
          Matching Amounts attributable to amounts deferred under this
          restatement, plus (iii) amounts credited in accordance with all the
          applicable crediting provisions of this Plan that relate to the
          Participant's Company Matching Account, less (iv) all distributions
          made to the Participant or his or her Beneficiary pursuant to this
          Plan that relate to the Participant's Company Matching Account.

                                      -5-

<PAGE>

UTILICORP UNITED INC.
Supplemental Contributory Retirement Plan
MASTER PLAN DOCUMENT
===============================================================================

1.14      "Deduction Limitation" shall mean the following described limitation
          on a benefit that may otherwise be distributable pursuant to the
          provisions of this Plan.  Except as otherwise provided, this
          limitation shall be applied to all distributions that are "subject to
          the Deduction Limitation" under this Plan.  If an Employer determines
          in good faith prior to a Change in Control that there is a reasonable
          likelihood that any compensation paid to a Participant for a taxable
          year of the Employer would not be deductible by the Employer solely by
          reason of the limitation under Code Section 162(m), then to the extent
          deemed necessary by the Employer to ensure that the entire amount of
          any distribution to the Participant pursuant to this Plan prior to the
          Change in Control is deductible, the Employer may defer all or any
          portion of a distribution under this Plan.  Any amounts deferred
          pursuant to this limitation shall continue to be credited/debited with
          additional amounts in accordance with Section 3.7 below, even if such
          amount is being paid out in installments.  The amounts so deferred and
          amounts credited thereon shall be distributed to the Participant or
          his or her Beneficiary (in the event of the Participant's death) at
          the earliest possible date, as determined by the Employer in good
          faith, on which the deductibility of compensation paid or payable to
          the Participant for the taxable year of the Employer during which the
          distribution is made will not be limited by Section 162(m), or if
          earlier, the effective date of a Change in Control.  Notwithstanding
          anything to the contrary in this Plan, the Deduction Limitation shall
          not apply to any distributions made after a Change in Control.

1.15      "Deferral Account" shall mean with respect to each Participant, (i)
          the amount credited to the Participant's "deferred benefit account(s)"
          as of December 31, 1997, under the terms of the Plan in effect
          immediately prior to the effective date of this restatement, plus (ii)
          the sum of all of a Participant's Annual Deferral Amounts attributable
          to amounts deferred under this restatement, plus (iii) amounts
          credited in accordance with all the applicable crediting provisions of
          this Plan that relate to the Participant's Deferral Account, less (iv)
          all distributions made to the Participant or his or her Beneficiary
          pursuant to this Plan that relate to his or her Deferral Account.  

1.16      "Disability" shall mean a period of disability during which a
          Participant qualifies for permanent disability benefits under the
          Participant's Employer's long-term disability plan, or, if a
          Participant does not participate in such a plan, a period of
          disability during which the Participant would have qualified for
          permanent disability benefits under such a plan had the Participant
          been a participant in such a plan, as determined in the sole
          discretion of the Committee.  If the Participant's Employer does not
          sponsor such a plan, or discontinues to sponsor such a plan,
          Disability shall be determined by the Committee in its sole
          discretion.

1.17      "Disability Benefit" shall mean the benefit set forth in Article 8.

1.18      "Election Form" shall mean the form established from time to time by
          the Committee that a Participant completes, signs and returns to the
          Committee to make an election under the Plan.

1.19      "Employee" shall mean a person who is an employee of any Employer.

1.20      "Employer(s)" shall mean the Company and/or any of its subsidiaries
          (now in existence or hereafter formed or acquired) that have been
          selected by the Board to participate in the Plan and have adopted the
          Plan as a sponsor.

1.21      "ERISA" shall mean the Employee Retirement Income Security Act of
          1974, as it may be amended from time to time.

1.22      "401(k) Plan" shall be that certain UtiliCorp United Inc. Retirement
          Investment Plan, formerly known as the UtiliCorp Restated Savings
          Plan, adopted by the Company.

1.23      "Maximum 401(k) Amount" with respect to a Participant, shall be the
          maximum amount of elective contributions that can be made by such
          Participant, consistent with Code Section 402(g) and the limitations
          of Code Section 401(k)(3), for a given plan year under the 401(k)
          Plan.

                                      -6-

<PAGE>

UTILICORP UNITED INC.
Supplemental Contributory Retirement Plan
MASTER PLAN DOCUMENT
===============================================================================

1.24      "Participant" shall mean any Employee (i) who is selected to
          participate in the Plan, (ii) who elects to participate in the Plan,
          (iii) who signs a Plan Agreement, an Election Form and a Beneficiary
          Designation Form, (iv) whose signed Plan Agreement, Election Form and
          Beneficiary Designation Form are accepted by the Committee, (v) who
          commences participation in the Plan, and (vi) whose Plan Agreement has
          not terminated.  A spouse or former spouse of a Participant shall not
          be treated as a Participant in the Plan or have an account balance
          under the Plan, even if he or she has an interest in the Participant's
          benefits under the Plan as a result of applicable law or property
          settlements resulting from legal separation or divorce.

1.25      "Plan" shall mean the Company's Supplemental Contributory Retirement
          Plan, which shall be evidenced by this instrument and by each Plan
          Agreement, as they may be amended from time to time.

1.26      "Plan Agreement" shall mean a written agreement, as may be amended
          from time to time, which is entered into by and between an Employer
          and a Participant.  Each Plan Agreement executed by a Participant and
          the Participant's Employer shall provide for the entire benefit to
          which such Participant is entitled under the Plan; should there be
          more than one Plan Agreement, the Plan Agreement bearing the latest
          date of acceptance by the Employer shall supersede all previous Plan
          Agreements in their entirety and shall govern such entitlement.  The
          terms of any Plan Agreement may be different for any Participant, and
          any Plan Agreement may provide additional benefits not set forth in
          the Plan or limit the benefits otherwise provided under the Plan;
          provided, however, that any such additional benefits or benefit
          limitations must be agreed to by both the Employer and the
          Participant.

1.27      "Plan Year" shall mean a period beginning on January 1 of each
          calendar year and continuing through December 31 of such calendar
          year.

1.28      "Pre-Retirement Survivor Benefit" shall mean the benefit set forth in
          Article 6.

1.29      "Quarterly Installment Method" shall be a quarterly installment
          payment over the number of calendar quarters selected by the
          Participant in accordance with this Plan, calculated as follows:  For
          purposes of determining the initial amount  of quarterly installments,
          the Account Balance of the Participant shall be calculated as of the
          close of business on the last business day of the calendar quarter
          during which the Participant terminates employment due to Retirement
          or death, or the Plan is terminated.  The amount of the quarterly
          installments shall be redetermined effective as of January 1 of each
          year by dividing the Participant's remaining Account Balance by the
          remaining number of installment payments.  In no event shall any
          quarterly installment exceed the Participant's Account Balance at the
          time of distribution.

1.30      "Retirement", "Retire(s)" or "Retired" shall mean, with respect to an
          Employee, severance from employment from all Employers for any reason
          other than a leave of absence, death or Disability on or after the
          attainment of age fifty-five (55).

1.31      "Retirement Benefit" shall mean the benefit set forth in Article 5.

1.32      "Termination Benefit" shall mean the benefit set forth in Article 7.

1.33      "Termination of Employment" shall mean the severing of employment with
          all Employers, voluntarily or involuntarily, for any reason other than
          Retirement, Disability, death or an authorized leave of absence.

1.34      "Trust" shall mean one or more trusts established pursuant to that
          certain Executive Benefit Security Trust Agreement, dated as of
          January 1, 1997 between the Company and the trustee named therein, as
          amended from time to time.

                                      -7-

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UTILICORP UNITED INC.
Supplemental Contributory Retirement Plan
MASTER PLAN DOCUMENT
===============================================================================

1.35      "Unforeseeable Financial Emergency" shall mean an unanticipated
          emergency that is caused by an event beyond the control of the
          Participant that would result in severe financial hardship to the
          Participant resulting from (i) a sudden and unexpected illness or
          accident of the Participant or a dependent of the Participant, (ii) a
          loss of the Participant's property due to casualty, or (iii) such
          other extraordinary and unforeseeable circumstances arising as a
          result of events beyond the control of the Participant, all as
          determined in the sole discretion of the Committee.

1.36      "Years of Service" for a Participant shall mean the total number of
          full years of "Vesting Service" a Participant has earned under the
          terms of the 401(k) Plan.
                                          
                                     ARTICLE 2
                                          
                         SELECTION, ENROLLMENT, ELIGIBILITY

2.1       SELECTION BY COMMITTEE. Participation in the Plan shall be limited to
          a select group of management and highly compensated Employees of the
          Employers, as determined by the Committee in its sole discretion.
          From that group, the Committee shall select, in its sole discretion,
          Employees to participate in the Plan.

2.2       ENROLLMENT REQUIREMENTS.   As a condition to participation, each
          selected Employee shall complete, execute and return to the Committee
          a Plan Agreement, an Election Form and a Beneficiary Designation Form,
          all within 30 days after he or she is selected to participate in the
          Plan.  In addition, the Committee shall establish from time to time
          such other enrollment requirements as it determines in its sole
          discretion are necessary.

2.3       ELIGIBILITY; COMMENCEMENT OF PARTICIPATION.  Provided an Employee
          selected to participate in the Plan has met all enrollment
          requirements set forth in this Plan and required by the Committee,
          including returning all required documents to the Committee within the
          specified time period, that Employee shall commence participation in
          the Plan on the first day of the month following the month in which
          the Employee completes all enrollment requirements.  If an Employee
          fails to meet all such requirements within the period required, in
          accordance with Section 2.2, that Employee shall not be eligible to
          participate in the Plan until the first day of the Plan Year
          following the delivery to and acceptance by the Committee of the
          required documents.

2.4       TERMINATION OF PARTICIPATION AND/OR DEFERRALS.  If the Committee
          determines in good faith that a Participant no longer qualifies as a
          member of a select group of management or highly compensated
          employees, as membership in such group is determined in accordance
          with Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, the Committee
          shall have the right, in its sole discretion, to (i) terminate any
          deferral election the Participant has made for the remainder of the
          Plan Year in which the Participant's membership status changes, (ii)
          prevent the Participant from making future deferral elections and/or
          (iii) immediately distribute the Participant's then Account Balance as
          a Termination Benefit and terminate the Participant's participation in
          the Plan.
          
                                          
                                     ARTICLE 3
                                          
               DEFERRAL COMMITMENTS/COMPANY MATCHING/CREDITING/TAXES

3.1       ANNUAL DEFERRAL AMOUNTS.

          For each Plan Year, the Annual Deferral Amount for a Participant shall
          be equal to: (A x B) - C, where: 

               A  = the Participant's Base Annual Salary for the Plan Year 

                                      -8-

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UTILICORP UNITED INC.
Supplemental Contributory Retirement Plan
MASTER PLAN DOCUMENT
===============================================================================

               B  = the contribution percentage elected by the Participant under
                    the 401(k) Plan in effect as of the first day of the
                    deferral period

               C  = the Participant's Maximum 401(k) Amount for the Plan Year.

          Notwithstanding the foregoing, the minimum deferral for any Plan Year
          shall be $1,000 and no amount shall be credited to a Participant's
          Deferral Account under this Plan for a Plan Year until such
          Participant has contributed the Maximum 401(k) Amount to the 401(k)
          Plan.

3.2       ELECTION TO DEFER; EFFECT OF ELECTION FORM. 

          (a)  FIRST PLAN YEAR.  In connection with a Participant's commencement
               of participation in the Plan, the Participant shall make an
               irrevocable deferral election for the Plan Year in which the
               Participant commences participation in the Plan, along with such
               other elections as the Committee deems necessary or desirable
               under the Plan.  For these elections to be valid, the Election
               Form must be completed and signed by the Participant, timely
               delivered to the Committee (in accordance with Section 2.2 above)
               and accepted by the Committee.

          (b)  SUBSEQUENT PLAN YEARS.  For each succeeding Plan Year, an
               irrevocable deferral election for that Plan Year, and such other
               elections as the Committee deems necessary or desirable under the
               Plan, shall be made by timely delivering to the Committee, in
               accordance with its rules and procedures, before the end of the
               Plan Year preceding the Plan Year for which the election is made,
               a new Election Form. If no such Election Form is timely delivered
               for a Plan Year, the Annual Deferral Amount shall be zero for
               that Plan Year.

3.3       WITHHOLDING OF ANNUAL DEFERRAL AMOUNTS.  For each Plan Year, the 
          Annual Deferral Amount for a Participant shall be withheld from 
          each regularly scheduled Base Annual Salary payroll in equal 
          amounts, as adjusted from time to time for increases and decreases 
          in Base Annual Salary; provided, however, that no such amount shall 
          be withheld until the Participant has contributed the Maximum 
          401(k) Amount to the 401(k) Plan for such Plan Year.

3.4       COMPANY MATCHING AMOUNT.   A Participant's Company Matching Amount for
          any Plan Year shall be equal to one hundred percent (100%) of the
          Participant's Annual Deferral Amount for such Plan Year, up to an
          amount that does not exceed six percent (6%) of the Participant's Base
          Annual Salary, reduced by the amount of any matching contributions
          made to the 401(k) Plan on his or her behalf for the plan year of the
          401(k) Plan that corresponds to the Plan Year.  Company Matching
          Contributions shall be credited to Participant's Company Matching
          Accounts at the same time Company Matching Contributions would have
          been made under the 401(k) Plan.

3.5       INVESTMENT OF TRUST ASSETS. The Trustee of the Trust shall be
          authorized, upon written instructions received from the Committee or
          investment manager appointed by the Committee, to invest and reinvest
          the assets of the Trust in accordance with the applicable Trust
          Agreement, including the disposition of stock and reinvestment of the
          proceeds in one or more investment vehicles designated by the
          Committee.  

3.6       VESTING.

          (a)  A Participant shall at all times be 100% vested in his or her
               Deferral Account.

          (b)  A Participant shall be vested in his or her Company Matching
               Account as follows: (i) with respect to all benefits under this
               Plan other than the Termination Benefit, a Participant's vested
               Company Matching Account shall equal 100% of such Participant's
               Company Matching Account; and (ii) with respect to the
               Termination Benefit, a Participant's Company Matching Account
               shall vest on the basis of the Participant's

                                      -9-

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UTILICORP UNITED INC.
Supplemental Contributory Retirement Plan
MASTER PLAN DOCUMENT
===============================================================================

               Years of Service at the time the Participant experiences a
               Termination of Employment, in accordance with the following
               schedule:

<TABLE>
<CAPTION>
                   YEARS OF SERVICE AT DATE OF       VESTED PERCENTAGE OF
                    TERMINATION OF EMPLOYMENT       COMPANY MATCHING ACCOUNT
                   ---------------------------      ------------------------
<S>                                                           <C>
                         Less than 1 year                       0%
                1 year or more, but less than 2                20%
                2 years or more, but less than 3               40%
                3 years or more, but less than 4               60%
                4 years or more, but less than 5               80%
                5 years or more                               100%
</TABLE>

          (c)  Notwithstanding anything to the contrary contained in this
               Section 3.6, in the event of a Change in Control, a Participant's
               Company Matching Account shall immediately become 100% vested (if
               it is not already vested in accordance with the above vesting
               schedules).

          (d)  Notwithstanding subsection (c), the vesting schedule for a
               Participant's Company Matching Account shall not be accelerated
               to the extent that the Committee determines that such
               acceleration would cause the deduction limitations of Section
               280G of the Code to become effective.  In the event that all of a
               Participant's Company Matching Account is not vested pursuant to
               such a determination, the Participant may request independent
               verification of the Committee's calculations with respect to the
               application of Section 280G.  In such case, the Committee must
               provide to the Participant within 15 business days of such a
               request an opinion from a nationally recognized accounting firm
               selected by the Participant (the "Accounting Firm").  The opinion
               shall state the Accounting Firm's opinion that any limitation in
               the vested percentage hereunder is necessary to avoid the limits
               of Section 280G and contain supporting calculations.  The cost of
               such opinion shall be paid for by the Company.

3.7       CREDITING/DEBITING OF ACCOUNT BALANCES. In accordance with, and
          subject to, the rules and procedures that are established from time to
          time by the Committee, in its sole discretion, amounts shall be
          credited or debited to a Participant's Account Balance in accordance
          with the following rules:

          (a)  ELECTION OF MEASUREMENT FUNDS FOR DEFERRAL ACCOUNT BALANCE.  
               Except as provided in Section 3.7(f) or otherwise provided below,
               a Participant, in connection with his or her initial deferral
               election in accordance with Section 3.2(a) above, shall elect, on
               the Election Form, one or more Measurement Fund(s) (as described
               in Section 3.7(c) below) to be used to determine the additional
               amounts to be credited to his or her Deferral Account balance for
               the first calendar quarter or portion thereof in which the
               Participant commences participation in the Plan and continuing
               thereafter for each subsequent calendar quarter in which the
               Participant participates in the Plan, unless changed in
               accordance with the next sentence.  Commencing with the first
               calendar quarter that follows the Participant's commencement of
               participation in the Plan and continuing thereafter for each
               subsequent calendar quarter in which the Participant participates
               in the Plan, no later than the next to last business day of the
               calendar quarter, the Participant may (but is not required to)
               elect, by submitting an Election Form to the Committee that is
               accepted by the Committee, to add or delete one or more
               Measurement Fund(s) to be used to determine the additional
               amounts to be credited to his or her Deferral Account balance, or
               to change the percentage of his or her Deferral Account balance
               allocated to each previously or newly elected Measurement Fund.
               If an election is made in accordance with the previous sentence,
               it shall apply to the next calendar quarter and continue
               thereafter for each subsequent calendar quarter in which the
               Participant participates in the Plan, unless changed in
               accordance with the previous sentence.

                                     -10-

<PAGE>

UTILICORP UNITED INC.
Supplemental Contributory Retirement Plan
MASTER PLAN DOCUMENT
===============================================================================

          (b)  PROPORTIONATE ALLOCATION.  In making any election described in
               Section 3.7(a) above, the Participant shall specify on the
               Election Form, in increments of one percentage point (1%), the
               percentage of his or her Deferral Account balance to be allocated
               to a Measurement Fund (as if the Participant was making an
               investment in that Measurement Fund with that portion of his or
               her Deferral Account balance).

          (c)  MEASUREMENT FUNDS.  Except as otherwise provided in Section
               3.7(f) below, the Participant may elect one or more of the
               following measurement funds, based on certain mutual funds (the
               "Measurement Funds"), for the purpose of crediting additional
               amounts to his or her Account Balance:

               (1)  Neuberger & Berman Low Duration Portfolio (described as a
                    mutual fund seeking current income and, secondarily,
                    long-term growth of capital, primarily through investments
                    in fixed income securities with a duration of less than 3
                    years);

               (2)  Brinson Partners U.S. Equity Fund  (described as a mutual
                    fund which seeks long-term growth of capital through
                    investments in large capitalization stocks in the United
                    States);

               (3)  Provident Investment Counsel Small-Cap Equity Growth
                    Portfolio (described as a mutual fund which seeks long-term
                    growth of capital and income primarily through investments
                    in small capitalization common stocks with perceived above
                    average earnings growth potential);

               (4)  Morgan Stanley International Equity Fund (described as a
                    mutual fund which seeks long-term growth of capital by
                    investing in companies outside of the United States); and

               (5)  Company Stock Fund (described as a fund invested in
                    UtiliCorp United Inc. common stock).

               As necessary, the Committee may, in its sole discretion,
               discontinue, substitute or add a Measurement Fund.  Each such
               action will take effect as of the first day of the calendar
               quarter that follows by thirty (30) days the day on which the
               Committee gives Participants advance written notice of such
               change.

          (d)  CREDITING OR DEBITING METHOD.  The performance of each elected
               Measurement Fund (either positive or negative) will be determined
               by the Committee, in its sole discretion, based on the
               performance of the Measurement Funds themselves.  A Participant's
               Account Balance shall be credited or debited on a daily basis
               based on the performance of each Measurement Fund selected by the
               Participant, AS DETERMINED BY THE COMMITTEE IN ITS SOLE
               DISCRETION, as though (i) a Participant's Deferral Account
               balance were invested in the Measurement Fund(s) selected by the
               Participant, in the percentages applicable to such calendar
               quarter, as of the close of business on the first business day of
               such calendar quarter, at the closing price on such date; (ii) a
               Participant's Company Matching Account balance were invested in
               the Company Stock Fund, as of the close of business on the first
               business day of such calendar quarter, at the closing price on
               such date; (iii) the portion of the Annual Deferral Amount that
               was actually deferred during any calendar quarter were invested
               in the Measurement Fund(s) selected by the Participant, in the
               percentages applicable to such calendar quarter, no later than
               the close of business on the last business day of the calendar
               quarter in which such amounts are actually deferred from the
               Participant's Base Annual Salary through reductions in his or her
               payroll, at the closing price on such date; and (iv) any
               distribution made to a Participant that decreases such
               Participant's Account Balance ceased being invested in the
               Measurement Fund(s), in the percentages applicable to such
               calendar quarter, no earlier than the first business day of the
               calendar quarter of the distribution, at the closing price on
               such date.  The

                                     -11-

<PAGE>

UTILICORP UNITED INC.
Supplemental Contributory Retirement Plan
MASTER PLAN DOCUMENT
===============================================================================

               Participant's Annual Company Matching Amount shall be credited,
               in whole or in part, to his or her Company Matching Account for
               purposes of this Section 3.7(d) at such time(s) such Amount would
               have been credited to the 401(k) Plan, had such Amount been
               credited as a matching contribution to the 401(k) Plan.

          (e)  NO ACTUAL INVESTMENT.  Notwithstanding any other provision of
               this Plan that may be interpreted to the contrary, the
               Measurement Funds are to be used for measurement purposes only,
               and a Participant's election of any such Measurement Fund, the
               allocation to his or her Account Balance thereto, the calculation
               of additional amounts and the crediting or debiting of such
               amounts to a Participant's Account Balance SHALL NOT be
               considered or construed in any manner as an actual investment of
               his or her Account Balance in any such Measurement Fund.  In the
               event that the Company or the trustee of the Trust, in its own
               discretion, decides to invest funds in any or all of the
               Measurement Funds, no Participant shall have any rights in or to
               such investments themselves.  Without limiting the foregoing, a
               Participant's Account Balance shall at all times be a bookkeeping
               entry only and shall not represent any investment made on his or
               her behalf by the Company or the Trust; the Participant shall at
               all times remain an unsecured creditor of the Company.

          (f)  INVESTMENT OF COMPANY MATCHING AMOUNTS.  Notwithstanding any
               other provisions of this Plan that may be interpreted to the
               contrary, the Participant's Company Matching Amounts shall be
               deemed invested in the Company Stock Fund at all times such
               amounts are credited to his or her Account Balance.

3.8       FICA AND OTHER TAXES. 

          (a)  ANNUAL DEFERRAL AMOUNTS.  For each Plan Year in which an Annual
               Deferral Amount is being withheld from a Participant, the
               Participant's Employer(s) shall withhold from that portion of the
               Participant's Base Annual Salary that is not being deferred, in a
               manner determined by the Employer(s), the Participant's share of
               FICA and other employment taxes on such Annual Deferral Amount
               and Plan earnings, as applicable.  If necessary, the Committee
               may reduce the Annual Deferral Amount in order to comply with
               this Section 3.8.

          (b)  COMPANY MATCHING AMOUNTS.  When a participant becomes vested in a
               portion of his or her Company Matching Account, the Participant's
               Employer(s), to the extent required by applicable law, shall
               withhold from the Participant's Base Annual Salary that is not
               deferred, in a manner determined by the Employer(s), the
               Participant's share of FICA and other employment taxes.  If
               necessary, the Committee may reduce the vested portion of the
               Participant's Company Matching Account in order to comply with
               this Section 3.8, which reduction may subject the Participant to
               additional taxes.  

3.9       DISTRIBUTIONS.   The Participant's Employer(s), or the trustee of the
          Trust, shall withhold from any payments made to a Participant under
          this Plan all federal, state and local income, employment and other
          taxes required to be withheld by the Employer(s), or the trustee of
          the Trust, in connection with such payments, in amounts and in a
          manner to be determined in the sole discretion of the Employer(s) and
          the trustee of the Trust. 
                                          
                                     ARTICLE 4 
                                          
               UNFORESEEABLE FNANCIAL EMERGENCIES; WITHDRAWAL ELECTION

4.1       WITHDRAWAL PAYOUT/SUSPENSIONS FOR UNFORESEEABLE FINANCIAL EMERGENCIES.
          If a Participant experiences an Unforeseeable Financial Emergency, the
          Participant may petition the Committee to (i) suspend any deferrals
          required to

                                     -12-

<PAGE>

UTILICORP UNITED INC.
Supplemental Contributory Retirement Plan
MASTER PLAN DOCUMENT
===============================================================================

          be made by the Participant and/or (ii) receive a partial or full
          payout from the Plan.  The payout shall not exceed the lesser
          of the Participant's Account Balance, calculated as if such
          Participant were receiving a Termination Benefit, or the amount
          reasonably needed to satisfy the Unforeseeable Financial Emergency. 
          If, subject to the sole discretion of the Committee, the petition for
          a suspension and/or payout is approved, suspension shall take effect
          upon the date of approval and any payout shall be made within 60 days
          of the date of approval.  The payment of any amount under this
          Section 4.1 shall not be subject to the Deduction Limitation.

4.2       WITHDRAWAL ELECTION.  A Participant (or, after a Participant's death,
          his or her Beneficiary) may elect, at any time, to withdraw all of his
          or her Account Balance, calculated as if there had occurred a
          Termination of Employment as of the day of the election, less a
          withdrawal penalty equal to 10% of such amount (the net amount shall
          be referred to as the "Withdrawal Amount").  This election can be made
          at any time, before or after Retirement, Disability, death or
          Termination of Employment, and whether or not the Participant (or
          Beneficiary) is in the process of being paid pursuant to an
          installment payment schedule.  If made before Retirement, Disability
          or death, a Participant's Withdrawal Amount shall be his or her
          Account Balance calculated as if there had occurred a Termination of
          Employment as of the day of the election.  No partial withdrawals of
          the Withdrawal Amount shall be allowed.  The Participant (or his or
          her Beneficiary) shall make this election by giving the Committee
          advance written notice of the election in a form determined from time
          to time by the Committee.  The Participant (or his or her Beneficiary)
          shall be paid the Withdrawal Amount within 60 days of his or her
          election.  Once the Withdrawal Amount is paid, the Participant's
          participation in the Plan shall terminate and the Participant shall
          not be eligible to participate in the Plan for eighteen (18) months in
          the future.  The payment of this Withdrawal Amount shall not be
          subject to the Deduction  Limitation.
                                          
                                     ARTICLE 5 
                                          
                                 RETIREMENT BENEFIT

5.1       RETIREMENT BENEFIT.   Subject to the Deduction Limitation, a
          Participant who Retires shall receive, as a Retirement Benefit, his or
          her Account Balance.

5.2       PAYMENT OF RETIREMENT BENEFIT.   A Participant, in connection with 
          his or her commencement of participation in the Plan, shall elect 
          on an Election Form to receive the Retirement Benefit in a lump sum 
          or pursuant to a Quarterly Installment Method over 2 to 15 years.  
          The Participant may annually change his or her election to an 
          allowable alternative payout period by submitting a new Election 
          Form to the Committee, provided that any such Election Form is 
          submitted at least 3 years prior to the Participant's Retirement 
          and is accepted by the Committee in its sole discretion. In the 
          event that a Participant Retires before his or her attainment of 
          age 62, the Participant may file a written request with the 
          Committee requesting that the lump sum payment not be made, or 
          installment payments not commence, until after the Participant 
          reaches age sixty-five (65), provided that any such Election Form 
          is submitted at least 13 months prior to the Participant's 
          Retirement date and is accepted by the Committee in its sole 
          discretion.  The Election Form most recently accepted by the 
          Committee shall govern the payout of the Retirement Benefit.  If a 
          Participant does not make any election with respect to the payment 
          of the Retirement Benefit, then such benefit shall be payable in a 
          lump sum. The lump sum payment shall be made, or installment 
          payments shall commence, no later than 60 days after the date the 
          Participant Retires.  Any payment made shall be subject to the 
          Deduction Limitation.

5.3       DEATH PRIOR TO COMPLETION OF RETIREMENT BENEFIT.   If a Participant 
          dies after Retirement but before the Retirement Benefit is paid in 
          full, the Participant's unpaid Retirement Benefit payments shall 
          continue and shall be paid to the Participant's Beneficiary (a) 
          over the remaining number of quarters and in the same amounts as 
          that benefit would have been paid to the Participant had the 
          Participant survived, or (b) in a lump sum, if requested

                                     -13-

<PAGE>

UTILICORP UNITED INC.
Supplemental Contributory Retirement Plan
MASTER PLAN DOCUMENT
===============================================================================

          by the Beneficiary and allowed in the sole discretion of the
          Committee, that is equal to the Participant's unpaid remaining Account
          Balance.
                                          
                                     ARTICLE 6
                                          
                          PRE-RETIREMENT SURVIVOR BENEFIT

6.1       PRE-RETIREMENT SURVIVOR BENEFIT.   Subject to the Deduction 
          Limitation, the Participant's Beneficiary shall receive a 
          Pre-Retirement Survivor Benefit equal to the Participant's Account 
          Balance if the Participant dies before he or she Retires, 
          experiences a Termination of Employment or suffers a Disability.

6.2       PAYMENT OF PRE-RETIREMENT SURVIVOR BENEFIT.   A Participant, in 
          connection with his or her commencement of participation in the 
          Plan, shall elect on an Election Form whether the Pre-Retirement 
          Survivor Benefit shall be received by his or her Beneficiary in a 
          lump sum or pursuant to a Quarterly Installment Method over 2 to 15 
          years.  The Participant may annually change this election to an 
          allowable alternative payout period by submitting a new Election 
          Form to the Committee, which form must be accepted by the Committee 
          in its sole discretion.  The Election Form most recently accepted 
          by the Committee prior to the Participant's death shall govern the 
          payout of the Participant's Pre-Retirement Survivor Benefit.  If a 
          Participant does not make any election with respect to the payment 
          of the Pre-Retirement Survivor Benefit, then such benefit shall be 
          paid in a lump sum.  Despite the foregoing, if the Participant's 
          Account Balance at the time of his or her death is less than 
          $25,000, payment of the Pre-Retirement Survivor Benefit may be 
          made, in the sole discretion of the Committee, in a lump sum or 
          pursuant to a Quarterly Installment Method over not more than 5 
          years.  The lump sum payment shall be made, or installment payments 
          shall commence, no later than 60 days after the date the Committee 
          is provided with proof that is satisfactory to the Committee of the 
          Participant's death.  Any payment made shall be subject to the 
          Deduction Limitation.
                                          
                                          
                                     ARTICLE 7 
                                          
                                          
                                          
                                TERMINATION BENEFIT

7.1       TERMINATION BENEFIT.   Subject to the Deduction Limitation, the 
          Participant shall receive a Termination Benefit, which shall be 
          equal to the Participant's Account Balance if a Participant 
          experiences a Termination of Employment prior to his or her 
          Retirement, death or Disability.

7.2       PAYMENT OF TERMINATION BENEFIT.   The Termination Benefit shall be
          paid in a lump sum.  The lump sum payment  shall be made, or
          installment payments shall commence, no later than 60 days after the
          date of the Participant's  Termination of Employment.  Any payment
          made shall be subject to the Deduction Limitation.


                                     -14-
<PAGE>

UTILICORP UNITED INC.
Supplemental Contributory Retirement Plan
MASTER PLAN DOCUMENT
===============================================================================

                                      ARTICLE 8
                                          
                           DISABILITY WAIVER AND BENEFIT

8.1       DISABILITY WAIVER. 

          (a)  WAIVER OF DEFERRAL.  A Participant who is determined by the
               Committee to be suffering from a Disability shall be excused from
               fulfilling that portion of the Annual Deferral Amount commitment
               that would otherwise have been withheld from a Participant's Base
               Annual Salary for the Plan Year during which the Participant
               first suffers a Disability.  During the period of Disability, the
               Participant shall not be allowed to make any additional deferral
               elections, but will continue to be considered a Participant for
               all other purposes of this Plan.

          (b)  RETURN TO WORK.  If a Participant returns to employment with an
               Employer, after a Disability ceases, the Participant may elect to
               defer an Annual Deferral Amount for the Plan Year following his
               or her return to employment or service and for every Plan Year
               thereafter while a Participant in the Plan; provided such
               deferral elections are otherwise allowed and an Election Form is
               delivered to and accepted by the Committee for each such election
               in accordance with Section 3.2 above.

8.2       CONTINUED ELIGIBILITY; DISABILITY BENEFIT.   A Participant suffering a
          Disability shall, for benefit purposes under this Plan, continue to be
          considered to be employed, or in the service of an Employer and shall
          be eligible for the benefits provided for in Article 4, 5, 6 or 7 in
          accordance with the provisions of those Articles.  Notwithstanding the
          above, the Committee shall have the right to, in its sole and absolute
          discretion and for purposes of this Plan only, and must in the case of
          a Participant who is otherwise eligible to Retire, deem the
          Participant to have experienced a Termination of Employment, or in the
          case of a Participant who is eligible to Retire, to have Retired, at
          any time (or in the case of a Participant who is eligible to Retire,
          as soon as practicable) after such Participant is determined to be
          suffering a Disability, in which case the Participant shall receive a
          Disability Benefit equal to his or her Account Balance at the time of
          the Committee's determination; provided, however, that should the
          Participant otherwise have been eligible to Retire, he or she shall be
          paid in accordance with Article 5.  The Disability Benefit shall be
          paid in a lump sum within 60 days of the Committee's exercise of such
          right.  Any payment made shall be subject to the Deduction Limitation.
                                          
                                          
                                     ARTICLE 9
                                          
                                          
                              BENEFICIARY DESIGNATION


9.1       BENEFICIARY.   Each Participant shall have the right, at any time, 
          to designate his or her Beneficiary(ies) (both primary as well as 
          contingent) to receive any benefits payable under the Plan to a 
          beneficiary upon the death of a Participant.  The Beneficiary 
          designated under this Plan may be the same as or different from the 
          Beneficiary designation under any other plan of an Employer in 
          which the Participant participates.

9.2       BENEFICIARY DESIGNATION; CHANGE.   A Participant shall designate his
          or her Beneficiary by completing and signing the Beneficiary
          Designation Form, and returning it to the Committee or its designated
          agent.  A Participant shall have the right to change a Beneficiary by
          completing, signing and otherwise complying with the terms of the
          Beneficiary Designation Form and the Committee's rules and procedures,
          as in effect from time to time.


                                     -15-
<PAGE>

UTILICORP UNITED INC.
Supplemental Contributory Retirement Plan
MASTER PLAN DOCUMENT
===============================================================================

9.3       ACKNOWLEDGMENT.   No designation or change in designation of a
          Beneficiary shall be effective until received and acknowledged in
          writing by the Committee or its designated agent.


9.4       NO BENEFICIARY DESIGNATION.   If a Participant fails to designate a
          Beneficiary as provided in Sections 9.1, 9.2 and 9.3 above or, if all
          designated Beneficiaries predecease the Participant or die prior to
          complete distribution of the Participant's benefits, then the
          Participant's designated Beneficiary shall be deemed to be his or her
          surviving spouse.  If the Participant has no surviving spouse, the
          benefits remaining under the Plan to be paid to a Beneficiary shall be
          payable to the executor or personal representative of the
          Participant's estate.


9.5       DOUBT AS TO BENEFICIARY.   If the Committee has any doubt as to the
          proper Beneficiary to receive payments pursuant to this Plan, the
          Committee shall have the right, exercisable in its discretion, to
          cause the Participant's Employer to withhold such payments until this
          matter is resolved to the Committee's satisfaction.


9.6       DISCHARGE OF OBLIGATIONS.   The payment of benefits under the Plan to
          a Beneficiary shall fully and completely discharge all Employers and
          the Committee from all further obligations under this Plan with
          respect to the Participant, and that Participant's Plan Agreement
          shall terminate upon such full payment of benefits.
                                          
                                          
                                    ARTICLE 10 
                                          
                                          
                                  LEAVE OF ABSENCE


10.1      PAID LEAVE OF ABSENCE.   If a Participant is authorized by the
          Participant's Employer for any reason to take a paid leave of absence
          from the employment of the Employer, the Participant shall continue to
          be considered employed by the Employer and the Annual Deferral Amount
          shall continue to be withheld during such paid leave of absence in
          accordance with Section 3.3.


10.2      UNPAID LEAVE OF ABSENCE.   If a Participant is authorized by the
          Participant's Employer for any reason to take an unpaid leave of
          absence from the employment of the Employer, the Participant shall
          continue to be considered employed by the Employer and the Participant
          shall be excused from making deferrals until the earlier of the date
          the leave of absence expires or the Participant returns to a paid
          employment status.  Upon such expiration or return, deferrals shall
          resume for the remaining portion of the Plan Year in which the
          expiration or return occurs, based on the deferral election, if any,
          made for that Plan Year.  If no election was made for that Plan Year,
          no deferral shall be withheld.
                                          
                                          
                                    ARTICLE 11 
                                          
                                          
                       TERMINATION, AMENDMENT OR MODIFICATION


11.1      TERMINATION.   Although each Employer anticipates that it will
          continue the Plan for an indefinite period of time, there is no
          guarantee that any Employer will continue the Plan or will not
          terminate the Plan at any time in the future.  Accordingly, each
          Employer reserves the right to discontinue its sponsorship of the Plan
          and/or to terminate the Plan at any time with respect to any or all of
          its participating Employees by action of its board of directors.  Upon
          the termination of the Plan with respect to any Employer, the Plan
          Agreements of the affected Participants who are employed by that
          Employer shall terminate and their Account Balances, 


                                     -16-
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UTILICORP UNITED INC.
Supplemental Contributory Retirement Plan
MASTER PLAN DOCUMENT
===============================================================================


          determined as if they had experienced a Termination of Employment 
          on the date of Plan termination or, if Plan termination occurs 
          after the date upon which a Participant was eligible to Retire, 
          then with respect to that Participant as if he or she had Retired 
          on the date of Plan termination, shall be paid to the Participants 
          as follows:  Prior to a Change in Control, if the Plan is 
          terminated with respect to all of its Participants, an Employer 
          shall have the right, in its sole discretion, and notwithstanding 
          any elections made by the Participant, to pay such benefits in a 
          lump sum or pursuant to a Quarterly Installment Method of up to 15 
          years, with amounts credited and debited during the installment 
          period as provided herein.  If the Plan is terminated with respect 
          to less than all of its Participants, an Employer shall be required 
          to pay such benefits in a lump sum.  After a Change in Control, the 
          Employer shall be required to pay such benefits in a lump sum.  The 
          termination of the Plan shall not adversely affect any Participant 
          or Beneficiary who has become entitled to the payment of any 
          benefits under the Plan as of the date of termination; provided 
          however, that the Employer shall have the right to accelerate 
          installment payments without a premium or prepayment penalty by 
          paying the Account Balance in a lump sum or pursuant to a Quarterly 
          Installment Method using fewer quarters (provided that the present 
          value of all payments that will have been received by a Participant 
          at any given point of time under the different payment schedule 
          shall equal or exceed the present value of all payments that would 
          have been received at that point in time under the original payment 
          schedule).

11.2      AMENDMENT.    Any Employer may, at any time, amend or modify the Plan
          in whole or in part with respect to that Employer by the action of its
          board of directors; provided, however, that no amendment or
          modification shall be effective to decrease or restrict the value of a
          Participant's Account Balance in existence at the time the amendment
          or modification is made, calculated as if the Participant had
          experienced a Termination of Employment as of the effective date of
          the amendment or modification or, if the amendment or modification
          occurs after the date upon which the Participant was eligible to
          Retire, the Participant had Retired as of the effective date of the
          amendment or modification.  The amendment or modification of the Plan
          shall not affect any Participant or Beneficiary who has become
          entitled to the payment of benefits under the Plan as of the date of
          the amendment or modification; provided, however, that the Employer
          shall have the right to accelerate installment payments by paying the
          Account Balance in a lump sum or pursuant to a Quarterly Installment
          Method using fewer quarters (provided that the present value of all
          payments that will have been received by a Participant at any given
          point of time under the different payment schedule shall equal or
          exceed the present value of all payments that would have been received
          at that point in time under the original payment schedule).


11.3      PLAN AGREEMENT.   Despite the provisions of Sections 11.1 and 11.2
          above, if a Participant's Plan Agreement contains benefits or
          limitations that are not in this Plan document, the Employer may only
          amend or terminate such provisions with the consent of the
          Participant.


11.4      EFFECT OF PAYMENT.    The full payment of the applicable benefit under
          Article 4, 5, 6, 7 or 8 of the Plan shall completely discharge all
          obligations to a Participant and his or her designated Beneficiaries
          under this Plan and the  Participant's Plan Agreement shall terminate.
                                          
                                          
                                     ARTICLE 12 
                                          
                                          
                                   ADMINISTRATION


12.1      COMMITTEE DUTIES.   This Plan shall be administered by a Committee
          which shall consist of the Board, or such committee as the Board shall
          appoint.  Members of the Committee may be Participants under this
          Plan.  The Committee shall also have the discretion and authority to
          (i) make, amend, interpret, and enforce all appropriate rules and
          regulations for the administration of this Plan and (ii) decide or
          resolve any and all questions including 


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UTILICORP UNITED INC.
Supplemental Contributory Retirement Plan
MASTER PLAN DOCUMENT
===============================================================================


          interpretations of this Plan, as may arise in connection with the 
          Plan.  Any individual serving on the Committee who is a Participant 
          shall not vote or act on any matter relating solely to himself or 
          herself.  When making a determination or calculation, the Committee 
          shall be entitled to rely on information furnished by a Participant 
          or the Company.

12.2      AGENTS.   In the administration of this Plan, the Committee may, from
          time to time, employ agents and delegate to them such administrative
          duties as it sees fit (including acting through a duly appointed
          representative) and may from time to time consult with counsel who may
          be counsel to any Employer.


12.3      BINDING EFFECT OF DECISIONS.   The decision or action of the Committee
          with respect to any question arising out of or in connection with the
          administration, interpretation and application of the Plan and the
          rules and regulations promulgated hereunder shall be final and
          conclusive and binding upon all persons having any interest in the
          Plan.


12.4      INDEMNITY OF COMMITTEE.   All Employers shall indemnify and hold
          harmless the members of the Committee, and any Employee to whom the
          duties of the Committee may be delegated, against any and all claims,
          losses, damages,  expenses or liabilities arising from any action or
          failure to act with respect to this Plan, except in the case of
          willful misconduct by the Committee or any of its members or any such
          Employee.


12.5      EMPLOYER INFORMATION.   To enable the Committee to perform its
          functions, each Employer shall supply full and timely information to
          the Committee on all matters relating to the compensation of its
          Participants, the date and circumstances of the Retirement,
          Disability, death or Termination of Employment of its Participants,
          and such other pertinent information as the Committee may reasonably
          require.
                                          
                                          
                                    ARTICLE 13 
                                          
                                          
                           OTHER BENEFITS AND AGREEMENTS


13.1      COORDINATION WITH OTHER BENEFITS.   The benefits provided for a
          Participant and Participant's Beneficiary under the Plan are in
          addition to any other benefits available to such Participant under any
          other plan or program for employees of the Participant's Employer. 
          The Plan shall supplement and shall not supersede, modify or amend any
          other such plan or program except as may otherwise be expressly
          provided.
                                          
                                          
                                    ARTICLE 14 
                                          
                                          
                                 CLAIMS PROCEDURES


14.1      PRESENTATION OF CLAIM.   Any Participant or Beneficiary of a deceased
          Participant (such Participant or Beneficiary being referred to below
          as a "Claimant") may deliver to the Committee a written claim for a
          determination with respect to the amounts distributable to such
          Claimant from the Plan.  If such a claim relates to the contents of a
          notice received by the Claimant, the claim must be made within 60 days
          after such notice was received by the Claimant.  All other claims must
          be made within 180 days of the date on which the event that caused the
          claim to arise occurred.  The claim must state with particularity the
          determination desired by the Claimant.


14.2      NOTIFICATION OF DECISION.   The Committee shall consider a Claimant's
          claim within 90 days (unless special circumstances require additional
          time) a reasonable time, and shall notify the Claimant in writing:


          (a)  that the Claimant's requested determination has been made, and
               that the claim has been allowed in full; or


                                     -18-
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UTILICORP UNITED INC.
Supplemental Contributory Retirement Plan
MASTER PLAN DOCUMENT
===============================================================================

          (b)  that the Committee has reached a conclusion contrary, in whole or
               in part, to the Claimant's requested determination, and such
               notice must set forth in a manner calculated to be understood by
               the Claimant:


               (i)   the specific reason(s) for the denial of the claim, or any
                     part of it;


               (ii)  specific reference(s) to pertinent provisions of the Plan
                     upon which such denial was based;


               (iii) a description of any additional material or information
                     necessary for the Claimant to perfect the claim, and an
                     explanation of why such material or information is
                     necessary; and


               (iv)  an explanation of the claim review procedure set forth in
                     Section 14.3 below.


14.3      REVIEW OF A DENIED CLAIM.   Within 60 days after receiving a notice
          from the Committee that a claim has been denied, in whole or in part,
          a Claimant (or the Claimant's duly authorized representative) may file
          with the Committee a written request for a review of the denial of the
          claim.  Thereafter, but not later than 30 days after the review
          procedure began, the Claimant (or the Claimant's duly authorized
          representative):


          (a)  may review pertinent documents;


          (b)  may submit written comments or other documents; and/or


          (c)  may request a hearing, which the Committee, in its sole
               discretion, may grant.


14.4      DECISION ON REVIEW.   The Committee shall render its decision on
          review promptly, and not later than 60 days after the filing of a
          written request for review of the denial, unless a hearing is held or
          other special circumstances require additional time, in which case the
          Committee's decision must be rendered within 120 days after such date.
          Such decision must be written in a manner calculated to be understood
          by the Claimant, and it must contain:


          (a)  specific reasons for the decision;


          (b)  specific reference(s) to the pertinent Plan provisions upon which
               the decision was based; and


          (c)  such other matters as the Committee deems relevant.


14.5      LEGAL ACTION.   A Claimant's compliance with the foregoing provisions
          of this Article 14 is a mandatory prerequisite to a  Claimant's right
          to commence any legal action with respect to any claim for benefits
          under this Plan.
                                          
                                          
                                     ARTICLE 15
                                          
                                          
                                        TRUST


15.1      ESTABLISHMENT OF THE TRUST.   The Company shall establish the Trust,
          and each Employer shall at least annually transfer over to the Trust
          such assets as the Employer determines, in its sole discretion, are
          necessary to provide, on a present value basis, for its respective
          future liabilities created with respect to the Annual Deferral Amounts
          and Company Matching Amounts for such Employer's Participants for all
          periods prior to the transfer, as well as any debits and credits to
          the Participants' Account Balances for all periods prior to the
          transfer, taking into consideration the value of the assets in the
          trust at the time of the transfer.


                                     -19-
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UTILICORP UNITED INC.
Supplemental Contributory Retirement Plan
MASTER PLAN DOCUMENT
===============================================================================


15.2      INTERRELATIONSHIP OF THE PLAN AND THE TRUST.   The provisions of the
          Plan and the Plan Agreement shall govern the rights of a Participant
          to receive distributions pursuant to the Plan.  The provisions of the
          Trust shall govern the rights of the Employers, Participants and the
          creditors of the Employers to the assets transferred to the Trust. 
          Each Employer shall at all times remain liable to carry out its
          obligations under the Plan.


15.3      DISTRIBUTIONS FROM THE TRUST.   Each Employer's obligations under the
          Plan may be satisfied with Trust assets distributed pursuant to the
          terms of the Trust, and any such distribution shall reduce the
          Employer's obligations under this Plan.
                                          
                                          
                                    ARTICLE  16 
                                          
                                          
                                   MISCELLANEOUS


16.1      STATUS OF PLAN.   The Plan is intended to be a plan that is not
          qualified within the meaning of Code Section 401(a) and that "is
          unfunded and is maintained by an employer primarily for the purpose of
          providing deferred compensation for a select group of management or
          highly compensated employee" within the meaning of ERISA Sections
          201(2), 301(a)(3) and 401(a)(1).  The Plan shall be administered and
          interpreted to the extent possible in a manner consistent with that
          intent.


16.2      UNSECURED GENERAL CREDITOR.   Participants and their Beneficiaries,
          heirs, successors and assigns shall have no legal or equitable rights,
          interests or claims in any property or assets of an Employer.  For
          purposes of the payment of benefits under this Plan, any and all of an
          Employer's assets shall be, and remain, the general, unpledged
          unrestricted assets of the Employer.  An Employer's obligation under
          the Plan shall be merely that of an unfunded and unsecured promise to
          pay money in the future.


16.3      EMPLOYER'S LIABILITY.   An Employer's liability for the payment of
          benefits shall be defined only by the Plan and the Plan Agreement, as
          entered into between the Employer and a Participant.  An Employer
          shall have no obligation to a Participant under the Plan except as
          expressly provided in the Plan and his or her Plan Agreement.


16.4      NONASSIGNABILITY.   Neither a Participant nor any other person shall
          have any right to commute, sell, assign, transfer, pledge, anticipate,
          mortgage or otherwise encumber, transfer, hypothecate, alienate or
          convey in advance of actual receipt, the amounts, if any, payable
          hereunder, or any part thereof, which are, and all rights to which are
          expressly declared to be, unassignable and non-transferable.  No part
          of the amounts payable shall, prior to actual payment, be subject to
          seizure, attachment, garnishment or sequestration for the payment of
          any debts, judgments, alimony or separate maintenance owed by a
          Participant or any other person, be transferable by operation of law
          in the event of a Participant's or any other person's bankruptcy or
          insolvency or be transferable to a spouse as a result of a property
          settlement or otherwise.


16.5      NOT A CONTRACT OF EMPLOYMENT.   The terms and conditions of this Plan
          shall not be deemed to constitute a contract of employment between any
          Employer and the Participant.  Such employment is hereby acknowledged
          to be an "at will" employment relationship that can be terminated at
          any time for any reason, or no reason, with or without cause, and with
          or without notice, unless expressly provided in a written employment
          agreement.  Nothing in this Plan shall be deemed to give a Participant
          the right to be retained in the service of any Employer as an Employee
          or to interfere with the right of any Employer to discipline or
          discharge the Participant at any time.


16.6      FURNISHING INFORMATION.   A Participant or his or her Beneficiary will
          cooperate with the Committee by furnishing any and all information
          requested by the Committee and take such other actions as may be
          requested in order to facilitate 


                                     -20-
<PAGE>

UTILICORP UNITED INC.
Supplemental Contributory Retirement Plan
MASTER PLAN DOCUMENT
===============================================================================


          the administration of the Plan and the payments of benefits hereunder,
          including but not limited to taking such physical examinations as 
          the Committee may deem necessary.


16.7      TERMS.  Whenever any words are used herein in the masculine, they
          shall be construed as though they were in the feminine in all cases
          where they would so apply; and whenever any words are used herein in
          the singular or in the plural, they shall be construed as though they
          were used in the plural or the singular, as the case may be, in all
          cases where they would so apply.


16.8      CAPTIONS.   The captions of the articles, sections and paragraphs of
          this Plan are for convenience only and shall not control or affect the
          meaning or construction of any of its provisions.


16.9      GOVERNING LAW.   Subject to ERISA, the provisions of this Plan shall
          be construed and interpreted according to the internal laws of the
          State of Missouri without regard to its conflicts of laws principles.


16.10     NOTICE.   Any notice or filing required or permitted to be given to
          the Committee under this Plan shall be sufficient if in writing and
          hand-delivered, or sent by registered or certified mail, to the
          address below: 

                     Mr. Phil Beyer
                     Director of Benefits
                     UtiliCorp United Inc.
                     20 West Ninth Street
                     Kansas City, MO  64105-1711

          Such notice shall be deemed given as of the date of delivery or, if
          delivery is made by mail, as of the date shown on the postmark on the
          receipt for registration or certification.

          Any notice or filing required or permitted to be given to a
          Participant under this Plan shall be sufficient if in writing and
          hand-delivered, or sent by mail, to the last known address of the
          Participant.

16.11     SUCCESSORS.   The provisions of this Plan shall bind and inure to the
          benefit of the Participant's Employer and its successors and assigns
          and the Participant and the Participant's designated Beneficiaries.

16.12     SPOUSE'S INTEREST.   The interest in the benefits hereunder of a
          spouse of a Participant who has predeceased the Participant shall
          automatically pass to the Participant and shall not be transferable by
          such spouse in any manner, including but not limited to such spouse's
          will, nor shall such interest pass under the laws of intestate
          succession.

16.13     VALIDITY.   In case any provision of this Plan shall be illegal or
          invalid for any reason, said illegality or invalidity shall not affect
          the remaining parts hereof, but this Plan shall be construed and
          enforced as if such illegal or invalid provision had never been
          inserted herein.

16.14     INCOMPETENT.   If the Committee determines in its discretion that a
          benefit under this Plan is to be paid to a minor, a person declared
          incompetent or to a person incapable of handling the disposition of
          that person's property, the Committee may direct payment of such
          benefit to the guardian, legal representative or person having the
          care and custody of such minor, incompetent or incapable person.  The
          Committee may require proof of minority, incompetence, incapacity or
          guardianship, as it may deem appropriate prior to distribution of the
          benefit.  Any payment of a benefit shall be a payment for the account
          of the Participant and the Participant's Beneficiary, as the case may
          be, and shall be a complete discharge of any liability under the Plan
          for such payment amount.


                                     -21-
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UTILICORP UNITED INC.
Supplemental Contributory Retirement Plan
MASTER PLAN DOCUMENT
===============================================================================


16.15     COURT ORDER.    The Committee is authorized to make any payments
          directed by court order in any action in which the Plan or the
          Committee has been named as a party.  In addition, if a court
          determines that a spouse or former spouse of a Participant has an
          interest in the Participant's benefits under the Plan in connection
          with a property settlement or otherwise, the Committee, in its sole
          discretion, shall have the right, notwithstanding any election made by
          a Participant, to immediately distribute the spouse's or former
          spouse's interest in the Participant's benefits under the Plan to that
          spouse or former spouse.

16.16     DISTRIBUTION IN THE EVENT OF TAXATION.  

          (a)  IN GENERAL.  If, for any reason, all or any portion of a
               Participant's benefits under this Plan becomes taxable to the
               Participant prior to receipt, a Participant may petition the
               Committee before a Change in Control, or the trustee of the Trust
               after a Change in Control, for a distribution of that portion of
               his or her benefit that has become taxable.  Upon the grant of
               such a petition, which grant shall not be unreasonably withheld
               (and, after a Change in Control, shall be granted), a
               Participant's Employer shall distribute to the Participant
               immediately available funds in an amount equal to the taxable
               portion of his or her benefit (which amount shall not exceed a
               Participant's unpaid Account Balance under the Plan).  If the
               petition is granted, the tax liability distribution shall be made
               within 90 days of the date when the Participant's petition is
               granted.  Such a distribution shall affect and reduce the
               benefits to be paid under this Plan.

          (b)  TRUST.  If the Trust terminates in accordance with its terms and
               benefits are distributed from the Trust to a Participant in
               accordance with that Section, the Participant's benefits under
               this Plan shall be reduced to the extent of such distributions.

16.17     INSURANCE.    The Employers, on their own behalf or on behalf of the
          trustee of the Trust, and, in their sole discretion, may apply for and
          procure insurance on the life of the Participant, in such amounts and
          in such forms as the Trust may choose.  The Employers or the trustee
          of the Trust, as the case may be, shall be the sole owner and
          beneficiary of any such insurance.  The Participant shall have no
          interest whatsoever in any such policy or policies, and at the request
          of the Employers shall submit to medical examinations and supply such
          information and execute such documents as may be required by the
          insurance company or companies to whom the Employers have applied for
          insurance.

16.18     LEGAL FEES TO ENFORCE RIGHTS AFTER CHANGE IN CONTROL.   The Company
          and each Employer is aware that upon the occurrence of a Change in
          Control, the Board or the board of directors of a Participant's
          Employer (which might then be composed of new members) or a
          shareholder of the Company or the Participant's Employer, or of any
          successor corporation might then cause or attempt to cause the
          Company, the Participant's Employer or such successor to refuse to
          comply with its obligations under the Plan and might cause or attempt
          to cause the Company or the Participant's Employer to institute, or
          may institute, litigation seeking to deny Participants the benefits
          intended under the Plan.  In these circumstances, the purpose of the
          Plan could be frustrated.  Accordingly, if, following a Change in
          Control, it should appear to any Participant that the Company, the
          Participant's Employer or any successor corporation has failed to
          comply with any of its obligations under the Plan or any agreement
          thereunder or, if the Company, such Employer or any other person takes
          any action to declare the Plan void or unenforceable or institutes any
          litigation or other legal action designed to deny, diminish or to
          recover from any Participant the benefits intended to be provided,
          then the Company and the Participant's Employer irrevocably authorize
          such Participant to retain counsel of his or her choice at the expense
          of the Company and the Participant's Employer (who shall be jointly
          and severally liable) to represent such Participant in connection with
          the initiation or defense of any litigation or other legal action,
          whether by or against the Company, the Participant's Employer or any
          director, officer, shareholder or other person affiliated with the
          Company, the Participant's Employer or any successor thereto in any
          jurisdiction.


                                     -22-
<PAGE>

UTILICORP UNITED INC.
Supplemental Contributory Retirement Plan
MASTER PLAN DOCUMENT
===============================================================================


          IN WITNESS WHEREOF, the Company has signed this Plan document as of 
March 23, 1998.

                                   "Company"

                                   UtiliCorp United Inc., a Delaware
                                     corporation

                                   By:  /s/ Leo E. Morton
                                        -----------------------------------
                                   Title:    Senior Vice President







                                     -23-