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EXHIBIT 10(a)(1)


                              UTILICORP UNITED INC.
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                (AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2001)



                               HISTORY AND PURPOSE

The purpose of this Plan is to provide specified benefits to a select group of
management and highly compensated employees 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.

The Plan was originally adopted effective as of July 1, 1986, and was thereafter
amended and restated in its entirety effective as of May 1, 1991, and later
effective as of January 1, 1998. The January 1, 1998 restatement was thereafter
amended by two amendments dated August 4, 1998 and November 29, 2000,
respectively. This amended and restated Plan document is effective as of January
1, 2001.

Participants who terminated employment prior to January 1, 2001, will be
governed by the terms of the Plan document in effect at the time of their
termination of employment.

                             ARTICLE I - DEFINITIONS

Except as specifically provided herein, all capitalized terms used in this Plan
shall have the meaning assigned to them under the UtiliCorp United Inc. Restated
Retirement Income Plan, as amended from time to time.

     1.01 "BASIC SERP BENEFIT" shall mean the benefit determined under Section
          4.01 payable to a Participant under the Plan.

     1.02 "BONUS SERP BENEFIT" shall mean the benefit determined under Section
          4.02 payable to a Participant under the Plan.

     1.03 "BOARD" shall mean the board of directors of the Company.

     1.04 "CHANGE IN CONTROL" shall mean the first to occur of any of the
          following events:

          (1)  any Person is or becomes the Beneficial Owner, directly or
          indirectly, of securities of the Company (not including in the
          securities beneficially owned by such Person any securities acquired
          directly from the Company or its affiliates, other than in connection
          with the acquisition by the Company or its affiliates of a business)
          representing 20% or more of either the then outstanding shares of
          common stock of the Company or the combined voting power of the
          Company's then outstanding securities; or

          (2)  the following individuals cease for any reason to constitute at
          least two-thirds (2/3) of the number of directors then serving:
          individuals who, on August 4, 1998, constituted the Board and any new
          director (other than a director whose initial assumption of office is
          in connection with an actual or threatened election contest,


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          including but not limited to a consent solicitation, relating to the
          election of directors of the Company (as such terms are used in Rule
          14A-11 of Regulation 14A under the Exchange Act)) whose appointment or
          election by the Board or nomination of election by the Company's
          shareholders was approved by a vote of at least two-thirds (2/3) of
          the directors then still in office who either were directors on August
          4, 1998, or whose appointment, election or nomination for election was
          previously approved; or

          (3)  the consummation of a merger or consolidation of the Company with
          any other entity, other than (i) a merger or consolidation which would
          result in (A) the voting securities of the Company outstanding
          immediately prior to such merger or consolidation continuing to
          represent (either by remaining outstanding or by being converted into
          voting securities of the surviving entity or any parent thereof), in
          combination with the ownership of any trustee or other fiduciary
          holding securities under an employee benefit plan of the Company,
          greater than 50% of the combined voting power of the voting securities
          of the Company or such surviving entity or any parent thereof
          outstanding immediately after such merger or consolidation, (B) such
          of Richard C. Green, Jr. and Robert K. Green continuing as members of
          the board of directors of the surviving entity or ultimate parent
          thereof as were members of the Board of the Company immediately prior
          to such transaction, and (C) individuals described in paragraph (2)
          above constitute more than one-half of the members of the board of
          directors of the surviving entity or ultimate parent thereof, or (ii)
          a merger or consolidation effected to implement a recapitalization of
          the Company (or similar transaction) in which no Person is or becomes
          the Beneficial Owner, directly or indirectly, of securities of the
          Company (not including in the securities Beneficially Owned by such
          Person any securities acquired directly from the Company or its
          affiliates, other than in connection with the acquisition by the
          Company or its affiliates of a business) representing 20% or more of
          either the then outstanding shares of common stock of the Company or
          the combined voting power of the Company's then outstanding
          securities; or

          (4)  the stockholders of the Company approve a plan of complete
          liquidation or dissolution of the Company or an agreement for the sale
          or disposition by the Company of all or substantially all of the
          Company's assets, other than a sale or disposition by the Company of
          all or substantially all of the Company's assets to an entity, greater
          than 50% of the combined voting power of the voting securities of
          which is owned by Persons in substantially the same proportions as
          their ownership of the Company immediately prior to such sale.

          Notwithstanding the foregoing, no "Change in Control" shall be deemed
          to have occurred if there is consummated any transaction or series of
          integrated transactions immediately following which the record holders
          of the common stock of the Company immediately prior to such
          transaction or series of transactions continue to have substantially
          the same proportionate ownership in an entity which owns all or
          substantially all of the assets of the Company immediately following
          such transaction or series of transactions.

          For purposes of this Section 1.02, the following definitions shall
          apply:

          (a)  "BENEFICIAL OWNER" shall have the meaning set forth in Rule 13d-3
          under the Exchange Act.

          (b)  "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
          amended.


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          (c)  "PERSON" shall have the meaning given in Section 3(a)(9) of the
          Exchange Act, as modified and used in Sections 13(d) and 14(d)
          thereof, except that such term shall not include (i) the Company or
          any of its affiliates (as defined in Rule 12b-2 promulgated under the
          Exchange Act), (ii) a trustee or other fiduciary holding securities
          under an employee benefit plan of the Company or any of its
          affiliates, (iii) an underwriter temporarily holding securities
          pursuant to an offering of such securities, or (iv) a corporation
          owned, directly or indirectly, by the shareholders of the Company in
          substantially the same proportions as their ownership of stock of the
          Company.

     1.03 "CLAIMANT" shall have the meaning set forth in Section 8.01.

     1.04 "CODE" shall mean the Internal Revenue Code of 1986, as amended from
          time to time.

     1.05 "COMMITTEE" shall mean the Committee described in Article VII.

     1.06 "COMPANY" shall mean UtiliCorp United Inc., a Delaware corporation.

     1.07 "EMPLOYER" shall mean the Company and any subsidiaries of the Company
          that have been selected by the Board to participate in the Plan.

     1.08 "PARTICIPANT" shall mean any employee employed in pay bands I through
          V who is a participant in the Retirement Income Plan and who is
          selected to participate in the Plan by the Committee.

     1.09 "PLAN" shall mean this restated Supplemental Executive Retirement Plan
          (formerly known as the "UtiliCorp United Inc. Excess Benefit Plan").

     1.10 "PROJECTED CREDITED SERVICE" shall mean, for purposes of computing a
          Participant's Supplemental SERP Benefit, the total projected years of
          Credited Service such Participant would have under the Retirement
          Income Plan if he were to continue employment with the Employer
          through age 62, or if such Participant has already attained age 62,
          his actual years of Credited Service under the Retirement Income Plan.

     1.11 "RETIREMENT INCOME PLAN" shall mean the qualified defined benefit
          pension plan, as amended from time to time, maintained by the Company
          and known as the "UtiliCorp United Inc. Restated Retirement Income
          Plan."

     1.12 "SUPPLEMENTAL SERP BENEFIT" shall mean the benefit determined under
          Section 4.03 payable exclusively to Participants employed in pay bands
          I through IVa.

     1.13 "SUPPLEMENTAL SERP EARNINGS" shall mean, for purposes of computing a
          Participant's Supplemental SERP Benefit, the excess (if any) between
          (1) the Participant's Average Monthly Earnings determined under the
          Retirement Income Plan as if (a) the maximum benefit limit under
          Section 415(b)(1)(A) of the Code and the annual compensation limit
          under Section 401(a)(17) of the Code were not applicable, (b) Monthly
          Earnings included the Participant's annual base compensation deferred
          during a Plan Year under any nonqualified deferred compensation plan
          maintained by the Participant's Employer, and (c) Monthly Earnings
          included the Participant's annual bonus payable under the Employer's
          annual incentive plan or policy; and (2) the monthly average annual
          compensation limit under Section 401(a)(17) of the Code for the year
          during which the Participant terminates employment.


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     1.14 "TOTAL SERP BENEFIT" means, to the extent applicable, the sum of a
          Participant's Basic SERP Benefit, Bonus SERP Benefit and Supplemental
          SERP Benefit.

                            ARTICLE II - ELIGIBILITY

     2.01 SELECTION BY COMMITTEE. Participation in the Plan shall be limited to
          executives employed in pay bands I-V, all of whom are part of a select
          group of management or highly compensated employees. From that group,
          the Committee, in its sole discretion, shall designate the individuals
          eligible to receive a benefit under this Plan.

                              ARTICLE III - VESTING

     3.01 VESTING.

          (a)  BASIC SERP BENEFIT. Each Participant shall be entitled to 100% of
          his Basic SERP Benefit upon the completion of five (5) years of
          service, or upon termination of employment on or after attaining age
          55. If a Participant separates from service prior to completing five
          (5) years of service and prior to attaining age 55, he shall not be
          entitled to any portion of his Basic SERP Benefit.

          (b)  BONUS SERP BENEFIT. Each Participant shall be entitled to 100% of
          his Bonus SERP Benefit if he retires from employment on or after
          attaining age 55 or terminates employment after completing ten (10) or
          more years of service. If a Participant separates from service for any
          reason prior to attaining age 55 and prior to completing ten (10) or
          more years of service, he shall not be entitled to any portion of his
          Bonus SERP Benefit

          (c)  SUPPLEMENTAL SERP BENEFIT. Each Participant employed in pay
          band I through IVa shall be entitled to 100% of his Supplemental SERP
          Benefit if he retires from employment on or after attaining age 55 or
          terminates employment after completing ten (10) or more years of
          service. If a Participant separates from service for any reason prior
          to attaining age 55 and prior to completing ten (10) or more years of
          service, he shall not be entitled to any portion of his Supplemental
          SERP Benefit.

     3.02 CHANGE IN CONTROL. Notwithstanding Section 3.01 or any other 5
          provision in this Plan, a Participant's Total SERP Benefit shall
          become 100% vested (if it is not already vested in accordance Section
          3.01 above) in the event of a Change in Control.

                                 ARTICLE IV - BENEFITS

     4.01 BASIC SERP BENEFIT. Subject to Section 3.01(a) and Section 6.02, a
          Participant's Basic SERP Benefit, as adjusted pursuant to Section
          4.04, shall be equal to (A) minus (B), where:

               (A)= the benefit that would be payable to the Participant under
                    the Retirement Income Plan if (i) the maximum benefit limit
                    under Section 415(b)(1)(A) of the Code and the annual
                    compensation limit under Section 401(a)(17) of the Code were
                    not applicable, and (ii) for Plan Years beginning after
                    December 31, 1997, Monthly Earnings included the
                    Participant's annual


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                    base compensation deferred during a Plan Year under any
                    nonqualified deferred compensation plan maintained by the
                    Participant's Employer; and

               (B)= the benefit actually payable to or on behalf of such
                    Participant under the Retirement Income Plan.

     4.02 BONUS SERP BENEFIT. Subject to Section 3.01(b) and Section 6.02, a
          Participant's Bonus SERP Benefit, as adjusted pursuant to Section
          4.04, shall be equal to (A) minus (B) minus (C), where:

               (A)= the benefit that would be payable to the Participant under
                    the Retirement Income Plan if (i) the maximum benefit limit
                    under Section 415(b)(1)(A) of the Code and the annual
                    compensation limit under Section 401(a)(17) of the Code were
                    not applicable, (ii) for Plan Years beginning after December
                    31, 1997, Monthly Earnings included the Participant's annual
                    base compensation deferred during a Plan Year under any
                    nonqualified deferred compensation plan maintained by the
                    Participant's Employer, and (iii) for Plan Years beginning
                    after December 31, 2000, Monthly Earnings included the
                    Participant's annual bonus (if any) payable under the
                    Employer's annual incentive plan or policy;

               (B)= the benefit actually payable to or on behalf of such
                    Participant under the Retirement Income Plan; and

               (C)= the Participant's Basic SERP Benefit payable under this
                    Plan.

     4.03 SUPPLEMENTAL SERP BENEFIT. Subject to Section 3.01(c) and Section
          6.02, a Participant employed in pay band I-IVa shall have a
          Supplemental SERP Benefit, as adjusted pursuant to Section 4.04, equal
          to the sum of (A) plus (B) plus (C), multiplied by (D), where:

               (A)= Four-tenths percent (.40%) multiplied by the Participant's
                    Supplemental SERP Earnings multiplied by the Participant's
                    Projected Credited Service up to a maximum of ten (10)
                    years;

               (B)= Twenty-five hundredths percent (.25%) multiplied by the
                    Participant's Supplemental SERP Earnings multiplied by the
                    Participant's Projected Credited Service in excess of ten
                    (10) years but not more than twenty (20) years;

               (C)= One-tenth percent (.10%) multiplied by the Participant's
                    Supplemental SERP Earnings multiplied by the Participant's
                    Projected Credited Service in excess of twenty (20) years
                    but not more than thirty (30) years; and

               (D)= The ratio of the Participant's actual years of Credited
                    Service under the Retirement Income Plan to his Projected
                    Credited Service.

     4.04 PAYMENT OF BENEFITS. Subject to Section 4.05, payment of a
          Participant's vested Total SERP Benefit shall be made in the same
          manner and at the same time that benefits under


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          the Retirement Income Plan are payable, determined in accordance with
          the elections made by the Participant thereunder and in accordance
          with the early retirement, Actuarial Equivalent, Actuarial Value, and
          other applicable adjustments and assumptions set forth in the
          Retirement Income Plan; provided that if a Participant elects to
          receive his benefits in a form of payment under the Retirement Income
          Plan which provides death benefits to a non-spouse beneficiary, the
          Participant's Total SERP Benefit shall be paid in monthly installments
          for the life of the Participant only and shall terminate upon his
          death.

     4.05 COMMITTEE DISCRETION. Upon the request of a Participant or
          beneficiary, the Committee, in its sole discretion and consistent with
          its established procedures and rules, may consider other forms of
          vested benefit payments, or the timing of vested benefit payments, as
          it deems necessary and prudent under the circumstances. The Committee,
          in its discretion, may also establish a mandatory pay-out policy
          pursuant to which a Participant's (or beneficiary's) Total SERP
          Benefit shall be automatically paid in the form of a single lump sum
          if the actuarial value of such benefit is less than the lump sum
          pay-out amount designated by the Committee from time to time in its
          discretion. For purposes of calculating the actuarial lump sum value
          of a Participant's Total SERP Benefit pursuant to the foregoing, the
          Plan shall use an interest rate of eight percent (8%) and the same
          mortality table assumptions used by the Retirement Income Plan to
          calculate Actuarial Value.

     4.06 WITHHOLDING AND PAYROLL TAXES. The Employers, to the extent required
          by applicable law, shall withhold from any and all benefits made under
          this Article IV, all federal, state and local income, employment and
          other taxes required to be withheld by the Employer in connection with
          the benefits hereunder, in amounts to be determined in the sole
          discretion of the Employer.

     4.07 BENEFITS ON DEATH.

          (a)  BASIC SERP BENEFIT. If a spousal death benefit is payable under
               the Retirement Income Plan with respect to a Participant, a
               spousal death benefit shall also be payable under this Plan equal
               to (A) minus (B), where:

               (A)= the benefit that would be payable to the Participant's
                    spouse under the Retirement Income Plan, determined in
                    accordance with the elections made by the Participant or
                    spouse thereunder and in accordance with the applicable
                    assumptions and actuarial adjustments set forth in that
                    plan, if (i) the maximum benefit limit under Section
                    415(b)(1)(A) of the Code and the annual compensation limit
                    under Section 401(a)(17) of the Code were not applicable,
                    and (ii) for Plan Years beginning after December 31, 1997,
                    Monthly Earnings included the Participant's annual base
                    compensation deferred during a Plan Year under any
                    nonqualified deferred compensation plan maintained by the
                    Participant's Employer; and

               (B)= the benefit actually payable to the Participant's spouse
                    under the Retirement Income Plan.

          (b)  BONUS SERP BENEFIT. If a Participant dies after having satisfying
               the vesting requirements set forth in Section 3.01(b), the
               Participant's surviving spouse shall


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               be entitled to a spousal death benefit equal to 50% of the
               Participant's Bonus SERP Benefit as of the date of his death.

          (c)  SUPPLEMENTAL SERP BENEFIT. If a Participant dies after having
               satisfying the vesting requirements set forth in Section 3.01(c),
               the Participant's surviving spouse shall be entitled to a spousal
               death benefit equal to 50% of the Participant's Bonus SERP
               Benefit as of the date of his death.

          (d)  PAYMENT OF BENEFIT. Subject to Section 4.05, any spousal death
               benefits payable under this Section 4.07 shall be paid in the
               same manner and at the same time that death benefits are paid to
               the Participant's spouse under the Retirement Income Plan. If a
               Participant has no surviving spouse, the benefits remaining under
               the Plan shall be forfeited.

                      ARTICLE V - TERMINATION AND AMENDMENT

     5.01 TERMINATION. The Company reserves the right to terminate the Plan at
          any time by action of its board of directors. The termination of the
          Plan shall not adversely affect any Participant or his beneficiary who
          has become entitled to the payment of any benefits under the Plan as
          of the date of termination, provided, however, that the Company shall
          have the right to accelerate payments by paying the Actuarial Value or
          Actuarial Equivalent of such payments. For all other Participants,
          upon the termination of the Plan, the Actuarial Value of each such
          Participant's vested Total SERP Benefit shall be paid out in a lump
          sum.

     5.02 AMENDMENT. The Company may, at any time, amend or modify the Plan in
          whole or in part by action of its board of directors; provided,
          however, that no amendment or modification shall be effective to
          decrease or restrict a Participant's then vested Total SERP Benefit,
          determined on an Actuarial Equivalent basis. The amendment or
          modification of the Plan shall not affect any Participant or his
          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 Actuarial Value of such payments in
          a lump sum or the Actuarial Equivalent in some other accelerated form
          of payment.

                   ARTICLE VI - OTHER BENEFITS AND AGREEMENTS

     6.01 COORDINATION WITH OTHER BENEFITS. Except as provided in Section 6.02
          and except as otherwise expressly provided under any other plan or
          program for employees of the Employer, the benefits provided under
          this Plan to a Participant are in addition to the benefits available
          to such Participant under any other such plan or program. The Plan
          shall supplement and shall not supersede, modify or amend any other
          such plan or program except as my otherwise be expressly provided.

     6.02 REDUCTION IN SERP BENEFITS. Notwithstanding any provision in this Plan
          that may be interpreted to the contrary, the Total SERP Benefit
          payable to any Participant hereunder shall be reduced by the
          equivalent monthly lifetime benefit payable to such Participant under
          any other supplemental retirement agreement or plan with his Employer.
          If the benefit under such other retirement plan or agreement is
          payable in the form of a lump sum, such benefit shall be converted to
          a monthly lifetime benefit in accordance with the


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          applicable Actuarial Value assumptions set forth in the Retirement
          Income Plan for purposes of determining the benefit offset under this
          Section 6.02.

                    ARTICLE VII - ADMINISTRATION OF THE PLAN

     7.01 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 interpretations of this Plan,
          as may arise in connection with the Plan.

     7.02 AGENTS. In the administration of this Plan, the Committee may 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.

     7.03 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.

     7.04 INDEMNITY OF COMMITTEE. The Employers shall indemnify and hold
          harmless the members of the Committee 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.

     7.05 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 VIII - CLAIMS PROCEDURES

     8.01 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. The claim must state
          with particularity the determination desired 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.

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

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


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          (ii) 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:

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

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

               (3)  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

               (4)  an explanation of the claim review procedure set forth
                    in Section 8.03) below.

     8.03 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):

          (i)   may review pertinent documents;

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

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

     8.04 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:

          (i)   specific reasons for the decision;

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

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

     8.05 LEGAL ACTION. A Claimant's compliance with the foregoing provisions of
          this Article VIII 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 IX - MISCELLANEOUS

     9.01 UNSECURED GENERAL CREDITOR. Participants and their Beneficiaries
          successors and assigns shall have no legal or equitable rights,
          interests or claims in any property or assets of an Employer. Any and
          all of an Employer's assets shall be, and remain, the general,


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          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.

     9.02 EMPLOYER'S LIABILITY. An Employer's liability for the payment of
          benefits shall be defined only by the Plan. An Employer shall have no
          obligation to a Participant under the Plan except as expressly
          provided in the Plan.

     9.03 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 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
          or sequestration for the payment of any debts, judgments, alimony or
          separate maintenance owed by a Participant or any other person, nor be
          transferable by operation of law in the event of a Participant's or
          any other person's bankruptcy or insolvency.

     9.04 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, with or without cause, unless expressly
          provided in a written employment agreement. Nothing in this Plan shall
          be deemed to give a Participant the night to be retained in the
          service of any Employer or to interfere with the right of any Employer
          to discipline or discharge the Participant at any time.

     9.05 FURNISHING INFORMATION. A Participant or his 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 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.

     9.06 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 wherever 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.

     9.07 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.

     9.08 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 conflict of laws principles.

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


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     9.10 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:

               UtiliCorp United Inc.
               Attn:  Director of Benefits
               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.

     9.11 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 beneficiary.

     9.12 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.

     9.13 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, incompetency, 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.

     9.14 COURT ORDER. The Committee is authorized to make any payments directed
          by court order in any action in which the Plan or Committee has been
          named as a party.

     9.15 DISTRIBUTION IN THE EVENT OF TAXATION. If, for any reason, all or any
          portion of a Participant's benefit under this Plan becomes taxable to
          the Participant prior to receipt, a Participant may petition the
          Committee for a distribution of that portion of his benefit that has
          become taxable. Upon the grant of such a petition, which grant shall
          not be unreasonably withheld, the Employer shall distribute to the
          Participant immediately available funds in an amount equal to the
          taxable portion of his benefit (which amount shall not exceed a
          Participant's unpaid vested benefit 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.


<Page>

                                ARTICLE X - TRUST

     10.01 TRUST.

          (a)  ESTABLISHMENT. Each Employer may transfer to the trust created
          pursuant that certain Executive Benefit Security Trust Agreement dated
          as of January 1, 1997 by and between the Company and the trustee named
          therein (hereinafter referred to as the "Trust"), such assets as the
          Employer determines, in its sole discretion, are necessary to fund the
          Trust in accordance with an actuarial funding method and actuarial
          assumptions designed, in the reasonable judgment of an actuary
          appointed by the Company, to replicate the funding policy followed
          with respect to the Retirement Income Plan.

          (b)  CONTRIBUTION FOLLOWING CHANGE OF CONTROL. Notwithstanding Section
          10.01(a) above, in the event of a Change of Control, the Company shall
          as soon as administratively possible, but in no event later than ten
          (10) days following such Change of Control, make an irrevocable
          contribution to the Trust, in cash or other readily marketable
          property acceptable to the Trustee, equal to the sum of (i) an amount
          which, when added to the fair market value of the assets then held in
          the Trust which are attributable to this Plan, shall cause the fair
          market value of such assets to equal the actuarially determined
          present value of the benefits payable under the Plan as of the date of
          such Change of Control, and (ii) an amount equal to a reasonable
          estimate of the present value of the administrative, Trustee's, legal
          and consulting fees to be incurred during the life of the Trust on and
          after the Change of Control. The amount of the Company's contribution
          paid or payable to the Trust pursuant to the foregoing shall be
          determined by a benefits consultant appointed by the Company.

     10.02 INTERRELATIONSHIP OF THE PLAN AND THE TRUST. The provisions of the
           Plan 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.

     10.03 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.



                          ****************************



<Page>


                                 SIGNATURE PAGE



     IN WITNESS WHEREOF, UtiliCorp United Inc. has caused this Plan document to
be executed this 28th day of June, 2001.

                                        UTILICORP UNITED INC.





                                        By: /s/ Dale J. Wolf
                                            --------------------------


<Page>


                            SUMMARY OF MODIFICATIONS

          UTILICORP UNITED INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

               (AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2001)


-    Executives employed in pay bands I-V are eligible for the SERP.

-    The SERP was amended to add a new "Bonus SERP Benefit" and "Supplemental
     SERP Benefit."

-    The Bonus SERP Benefit is designed to provide executives an additional
     retirement benefit based on the executives' annual bonus pay. Bonus pay is
     currently excluded from consideration under UtiliCorp's qualified defined
     benefit pension plan. All SERP participants are eligible for the Bonus SERP
     Benefit. (See SERP sections 1.02 and 4.02)

-    The Supplemental SERP Benefit is designed to provide executives employed in
     pay bands I - IVa an additional market-based retirement benefit. The
     maximum retirement benefit is generally equal to 7.5% of the executive's
     average total pay in excess of the annual Internal Revenue Code dollar
     limitation. (See SERP sections 1.10, 1.12, 1.13 and 4.03)

-    In order to receive the Bonus SERP Benefit and Supplemental SERP Benefit,
     an executive must either (i) retire from employment on or after attaining
     age 55, or (ii) separate from service after completing ten (10) or more
     years of service. All SERP benefits are adjusted to take into account early
     retirement and other applicable actuarial adjustments. (See SERP section
     3.01)

-    If a married executive dies after having satisfied the vesting requirements
     for the Bonus SERP and Supplemental SERP Benefits, the executive's
     surviving spouse will receive a benefit equal to 50% of the benefit that
     would have been paid to the executive. There is no death benefit for
     unmarried executives. (See SERP section 4.07)

-    The Committee has the discretion to adopt a mandatory pay-out policy
     pursuant to which an executive's SERP benefit would be paid in a single
     lump sum if the actuarial value of such benefit is less than specified
     dollar amount. (See SERP section 4.05)