<PAGE>

                          TRANSITION PAYMENT AGREEMENT
                          RELEASE AND WAIVER OF CLAIMS

         UtiliCorp United Inc. ("UtiliCorp") and Charles K. Dempster ("You")
agree as follows:

         1.   Your active employment status with UtiliCorp will end on March
31, 2000, at which time You will retire from employment with UtiliCorp. In
addition:

         (a)  You may or may not be required to perform services for
              UtiliCorp or its affiliates after March 31, 2000. UtiliCorp
              will notify You in writing if You are needed to perform
              additional services at any time following March 31, 2000. If
              You are so notified, You agree to: (i) cooperate and assist
              UtiliCorp and its affiliates in the orderly transition of
              management, and (ii) cooperate and assist UtiliCorp and its
              affiliates in the investigation and handling of any actual or
              threatened court action, arbitration or administrative
              proceeding involving any matter that arose during Your
              employment (including but not limited to, testifying in
              deposition and/or in court and providing information to
              UtiliCorp and its affiliates). UtiliCorp agrees to reimburse
              You for all out-of-pocket expenses incurred by You in
              connection with such cooperation and assistance. Your
              obligation to cooperate and assist under this Agreement
              terminates on June 30, 2001, or on termination of this
              Agreement by uncured breach of this Agreement by UtiliCorp,
              whichever occurs first.

         (b)  In addition to the above, You are available as reasonably
              requested by the Chief Executive Officer and/or President of
              UtiliCorp, to consult on United States or International
              projects, on terms and conditions agreed to by You and
              UtiliCorp.

         2.   You shall be deemed to have voluntarily retired from Your
positions at UtiliCorp and any of UtiliCorp's affiliates, effective the end
of the day March 31, 2000 (Your "Retirement Date"). You further agree to
execute all documents necessary to implement Your retirement effective on or
before Your Retirement Date. There will be a mutually agreed upon internal
and external announcement that will be released following execution of this
Agreement.

         3.   As consideration for Your execution of this Transition Payment
Agreement, Release and Waiver of Claims ("Agreement"), UtiliCorp agrees to
make payments and provide the benefits set forth in Exhibit A. These payments
and benefits are in addition to any payments or benefits for which You would
be eligible if You did not sign this Agreement, and are the entire payments
and benefits which You will receive pursuant to this Agreement.

         4.   The benefits provided under any UtiliCorp-sponsored employee
benefit plan will be subject to all terms and conditions set forth therein.

         5.   In exchange for this Agreement, You (on behalf of You and
anyone claiming through or on behalf of You), release UtiliCorp and
UtiliCorp's affiliates, their successors and assigns, and all of their past
and present employees, officers, directors, and agents from any and all
claims, demands and causes of action You have or may have had against any of
them prior to the date You sign this Agreement, to the maximum extent
permitted by law. This release

<PAGE>

includes, but is not limited to, any and all claims, demands and causes of
action which are related to or concern: Your employment and Your resignation
from employment; attorneys' fees or costs; the UtiliCorp Workforce Transition
Program; discrimination under local, state or federal law; the Missouri
Service Letter Statute; the Age Discrimination in Employment Act; Title VII
of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Americans
With Disabilities Act; the Employee Retirement Income Security Act; and, the
Family and Medical Leave Act, all to the maximum extent permitted by law.
This Release does not include (a) any rights or benefits as set forth in
Exhibit A to this Agreement, or (b) any vested benefits, as of Your
Retirement Date, under any UtiliCorp-sponsored employee benefit plans, in
accordance with the terms of such plans.

         6.   In exchange for this Agreement, UtiliCorp and UtiliCorp's
affiliates, their successors and assigns, release You, Your heirs, successors
and assigns, from any and all claims, demands and causes of action which they
have or may have against them prior to the date this agreement is signed to
the maximum extent permitted by law. This Release does not include any rights
You or they have under this Agreement.

         7.   This Agreement is not admission of wrongdoing or liability by
You, UtiliCorp or any of the individuals or entities set forth in Paragraphs
5 and 6, above. Any and all such wrongdoing or liability is expressly denied.

         8.   You represent that You will have returned all UtiliCorp's and
UtiliCorp's affiliates' files, records, documents, plans, drawings,
specifications, equipment, software, pictures, videotapes, or any property or
other items of UtiliCorp or UtiliCorp's affiliates or concerning the business
of UtiliCorp or UtiliCorp's affiliates, whether prepared by You or otherwise
coming into Your possession or control by March 31, 2000; provided, however,
UtiliCorp will transfer ownership of the Toshiba laptop computer to You
effective on Your Retirement Date.

         9.   You agree that You shall not at any time, except as authorized
by the Chairman and Chief Executive Officer of UtiliCorp, communicate,
divulge or use, for Your own benefit or for the benefit of any other person,
firm, or corporation, any confidential or proprietary information concerning
UtiliCorp's and UtiliCorp's affiliates' business, including but not limited
to UtiliCorp's and UtiliCorp's affiliates' operations, services, materials,
policies, and the manner in which they are developed, marketed, and provided,
and such other information regarded as trade secrets or confidential or
proprietary information under any applicable law, including without
limitation information that is attorney work product or attorney-client
privileged. These provisions do not apply to data or information that are in
the public domain, or are subsequently released by UtiliCorp to the public
domain.

         10.  UtiliCorp agrees:

         (a)  Except as set forth in paragraph 10(b), to the maximum extent
              permitted by applicable law, to continue to defend and
              indemnify You in any lawsuit and/or administrative proceeding
              pending against You as of the date of this Agreement, and to
              further defend and indemnify You in any lawsuit and/or
              administrative proceeding filed in

                                       2
<PAGE>

              the future so long as your actions which are or may be the
              subject of litigation and/or administrative proceedings were
              taken: (i) within the course and scope of Your employment with
              UtiliCorp or as a director with any UtiliCorp affiliate; (ii)
              in good faith and in the manner You reasonably believe to be in
              or not opposed to the best interests of UtiliCorp; and (iii)
              with respect to any criminal action or proceeding, without any
              reasonable cause by You to believe Your actions were unlawful.
              You must notify UtiliCorp of any written claims made against
              You within seven (7) calendar days after You are notified of
              such claims and to otherwise cooperate and assist UtiliCorp and
              its agents in any defense; and,

         (b)  To indemnify You as a former member of the Board of Directors
              of Aquila Gas Pipeline Corporation ("AQP"), in connection with
              the case IN RE: AQUILA GAS PIPELINE CORPORATION SHAREHOLDERS
              LITIGATION, CONSOLIDATED CASE NO. 16775 (the "Litigation"), in
              accordance with the resolutions passed by the Board of
              Directors of UtiliCorp during the May 4 and 5, 1999 meeting
              (the "Resolutions"). In accordance with Section 145(e) of the
              Delaware Corporation Law, You agree to repay to UtiliCorp any
              expenses advanced to You by UtiliCorp in connection with the
              Litigation, and all other Indemnified Matters (as defined in
              the Resolutions), if it shall ultimately be determined that You
              are not entitled to be indemnified against such expenses.

         11.  The content of this Agreement, and Your discussions with
UtiliCorp pertaining to it, are confidential. You will not communicate or
allow the communication in any manner with respect to the content of this
Agreement, and the discussions pertaining to it, except that the Agreement
may be disclosed by You to Your immediate family members, to Your attorneys
and accountant, tax consultant, financial planner and to governmental taxing
authorities or regulatory agencies, or as may otherwise be required by law.
UtiliCorp agrees that the contents of the Agreement will not be disclosed to
anyone other than those persons and entities with a need to know for
legitimate business purposes, unless otherwise required by a regulatory
agency or by law; disclosure by UtiliCorp to the extent necessary to
implement future obligations of UtiliCorp will not constitute a breach of
this paragraph.

         12.  If either You or UtiliCorp believe that the other party to this
Agreement has breached its obligations under this Agreement, then the party
claiming a breach will provide notice to the other party, in writing,
including a statement of the specific manner in which the party believes that
this Agreement has been breached. If the breach is not cured, or cannot
reasonably be cured, within thirty (30) days following notice, then the
parties, subject to Paragraph 16, and at their respective options, will be
entitled to proceed as follows:

         (a)  If UtiliCorp substantially and materially breaches any provision
              of this Agreement, payment of any remaining benefits on Exhibit A
              shall be accelerated and not be recoverable by UtiliCorp as long
              as You have not also substantially breached this Agreement. You
              may also pursue any other available remedies for such breach,
              including but not limited to recovery of Your costs and attorneys'
              fees.

                                       3
<PAGE>

         (b)  If You substantially and materially breach any provision of
              this Agreement, and UtiliCorp has not also substantially and
              materially breached this Agreement, then UtiliCorp, at its
              option, will be entitled to immediately cease all remaining
              payments and benefits under this Agreement. UtiliCorp may also
              pursue any other available remedies for such breach, including
              but not limited to recovery of its costs and attorneys' fees.

         13.  You received this version of the Agreement on February 10,
2000. This Agreement has been modified in material respects from the first
date presented to You based on mutual agreement of You and UtiliCorp. You
have been advised in writing to consult with an attorney before signing this
Agreement. You have been provided more than twenty-one (21) calendar days
after initially receiving this Agreement within which to sign it and return
the signed original to UtiliCorp, and You agree that the last day You have to
sign and return this Agreement is March 15, 2000. You may revoke this
Agreement within seven (7) calendar days after You sign it, by providing
written notice of such revocation to UtiliCorp before the expiration of such
seven (7) day period. This Agreement is effective and enforceable on the
eighth (8th) calendar day after You and UtiliCorp have both signed it, if not
revoked prior to that time (the "Effective Date").

         14.  You acknowledge that no representations have been made to You
by UtiliCorp, UtiliCorp's affiliates, or other agents or legal counsel
regarding the tax implications of any payments made pursuant to this
Agreement. All liability for the employee's share of federal, state, and
local taxes (including FICA) remains with You, unless otherwise agreed to in
writing by UtiliCorp, and UtiliCorp shall deduct all required withholdings
from the consideration payable under this Agreement, giving consideration to
Your current legal residence and employment location in Colorado.

         15.  This Agreement shall be construed in accordance with the laws
of the State of Missouri.

         16.  You and the Company agree that if a dispute arises out of or is
related to this Agreement or Your employment by the Company, other than a
dispute regarding the obligations under Paragraphs 8, 9 or 11, such dispute
shall, if not earlier resolved by negotiations of the parties or in
accordance with Paragraph 12, be submitted to binding arbitration under the
Employment Rules of the American Arbitration Association, or the equivalent.
Either party may provide written notice to the other party that the dispute
is not able to be resolved by negotiation and such notifying party shall then
contact the American Arbitration Association for appointment of an arbitrator
to resolve such dispute. Any arbitration hearing shall take place in Jackson
County, Missouri. In addition to all other remedies otherwise available to
the Company, the Company shall have the right to injunctive relief to
restrain and enjoin any actual or threatened breach of the provisions of
Paragraphs 8, 9, or 11.

         17.  This Agreement, including Exhibit A, contains the entire
agreement of the parties with respect to the matters contemplated by this
Agreement; provided, however, the terms of any employee benefit plan or
insurance contract under which You are receiving benefits or insurance
pursuant to this Agreement will control if there is any inconsistency between
this Agreement and

                                       4
<PAGE>

any employee benefit plan or insurance contract. No change, modification or
waiver of any provisions of this Agreement will be valid unless in writing
and signed by the parties to be bound.

         18.  You represent and agree that You freely and voluntarily
executed this Agreement, and that no promise, inducement or agreement not
expressed in this Agreement has been made to You by UtiliCorp or any of the
UtiliCorp affiliates.

         19.  This Agreement is binding on and inures to the benefit of
UtiliCorp's successors and assigns and Your heirs and assigns, except that
any services to be provided by You under this Agreement shall only be
performed by You.

         20.  Unless either party notifies the other contrary, any notice
required by this Agreement shall be duly given if delivered in person or by
certified, first-class mail (a) if to UtiliCorp, to the Chairman and Chief
Executive Officer at 20 West 9th Street, Kansas City, Missouri 64105, and (b)
if to You, at your current address.



Dated:     3/12/00                    /s/ Charles K. Dempster
       ----------------------         ----------------------------------------
                                      Charles K. Dempster



                                      UTILICORP UNITED INC.


Date:      4/4/00                     By:   /s/ Richard C. Green, Jr.
      -----------------------             -------------------------------------
                                          Richard C. Green, Jr.
                                          Chairman and Chief Executive Officer


                                       5

<PAGE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------

                                          EXHIBIT A

                                       CHUCK DEMPSTER
----------------------------------------------------------------------------------------------
          BENEFIT                 DESCRIPTION                         ACTION
---------------------------- ----------------------- -----------------------------------------
<S>                          <C>                     <C>
TRANSITION  PAYMENT          $1, 610,477.00, less    The lump sum will be paid on April 1,
                             applicable              2000.
                             withholdings.
---------------------------- ----------------------- -----------------------------------------
1999 ANNUAL INCENTIVE PLAN   Per Applicable Annual   Paid in restricted stock per prior
                             Incentive Plan.         election.  Restrictions will be lifted
                                                     immediately following Retirement Date.
---------------------------- ----------------------- -----------------------------------------
1999 LONG TERM INCENTIVE     Per Applicable Long     Paid 50% restricted stock, 50% CAP, per
PLAN                         Term Incentive Plan.    prior election.  Restrictions will be
                                                     lifted immediately following Retirement
                                                     Date.
---------------------------- ----------------------- -----------------------------------------
CAP                          Per election.           15 year distribution with equal
                                                     quarterly installments (60 payments
                                                     total) @ 130% of Moody's Corporate
                                                     Index rate, calculated in accordance
                                                     with the CAP terms in effect prior to
                                                     October 1, 1999, commencing on or about
                                                     60 days following Your Retirement Date.
---------------------------- ----------------------- -----------------------------------------
RESTRICTED STOCK             Shares held as of       Restrictions lifted based on prior
                             March 31, 2000.         elections, or immediately following
                                                     Retirement Date if no prior
                                                     elections applicable.
---------------------------- ----------------------- -----------------------------------------
STOCK OPTIONS                195,102 Shares; Black   Fully vested effective April 1, 2000;
                             Sholes value is         UtiliCorp will purchase from You on
                             $569,697.84.            April 1, 2000 in a lump sum (less
                                                     applicable tax withholding) at Black
                                                     Sholes value.
---------------------------- ----------------------- -----------------------------------------
EMPLOYEE STOCK PURCHASE      Balance as of March     Balance paid to You on April 1, 2000.
PLAN                         31, 2000.
---------------------------- ----------------------- -----------------------------------------
PENSION                      Per Plan and Your       Commence payments per Plan based on
                             Election.               Retirement Date.
---------------------------- ----------------------- -----------------------------------------
401(k)                       Per Plan and Your       Per Your post-Retirement Date election
                             Election.               and Plan provisions.
---------------------------- ----------------------- -----------------------------------------
SCRP                         Per Plan and Your       15 year distribution with quarterly
                             Election.               installments (adjusted quarterly for
                                                     investment performance), commencing on
                                                     or about 60 days following Retirement
                                                     Date.
---------------------------- ----------------------- -----------------------------------------
SERP                         Per Plan.               Commence payments per Plan based on
                                                     Retirement Date.
---------------------------- ----------------------- -----------------------------------------
TAX PREPARATION              1999 tax year.          UtiliCorp will pay for Arthur Anderson
                                                     to prepare Your individual tax returns
                                                     for Federal, State and United Kingdom;
                                                     UtiliCorp will also pay for Arthur
                                                     Anderson support through any audit that
                                                     may arise from Your 1999 or prior year
                                                     tax returns prepared by Arthur Anderson.
---------------------------- ----------------------- -----------------------------------------
HEALTH AND DENTAL            Per Plan.               You may elect (a) retiree coverage on
                                                     April 1, 2000 if You elect to commence
                                                     Pension benefits as of Your Retirement
                                                     Date, OR (b) COBRA coverage for 18
                                                     months (no option to elect retiree
                                                     coverage thereafter), per Plan terms.
---------------------------- ----------------------- -----------------------------------------
VISION                       Per Plan.               You may elect COBRA coverage for 18
                                                     months, per Plan terms.
---------------------------- ----------------------- -----------------------------------------
</TABLE>

                                       6