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                                                              Exhibit 10(a)(2)
                               RETENTION AGREEMENT


       This RETENTION AGREEMENT (the "AGREEMENT") is entered into this 1st day
of July, 2002 by and between Aquila, Inc. ("AQUILA") and Edward K. Mills
("YOU").

       WHEREAS, Aquila desires to retain Your services under the terms and
conditions of this Agreement; and

       WHEREAS, You desire to continue your employment with Aquila under the
terms and conditions of this Agreement.

       NOW THEREFORE, in consideration of the mutual undertakings hereinafter
set forth, and for other good and valuable consideration, which each party
hereby acknowledges, it is agreed as follows:

       1.    CONTINUED EMPLOYMENT.  You shall continue your employment with
Aquila under the terms and conditions of this Agreement as set forth below.

       2.    RETENTION BONUS.  You shall receive a Retention Bonus in the
amount of $1,500,000.00, less all applicable taxes, should You agree to
remain employed by Aquila and perform Your job responsibilities through the
retention period that concludes as described under Paragraph 3.

       3.    CONDITIONS AND TIMING OF PAYMENT.  You will be eligible for Your
Retention Bonus upon the earlier of the following events:

  3.1. When senior management, with the concurrence of the Chief Risk Officer,
       signs off that You have completed all of the responsibilities for which
       you have been retained (in no case later than September 1, 2002) and
       there is no longer a reasonable chance of obtaining a partner or
       purchaser for the business (in no case later than August 1, 2002). The
       sign off of senior management and the Chief Risk Officer shall not
       unreasonably be withheld. Your Retention Bonus shall be paid the next
       normal pay period (normally within 14 days) following this event.

  3.2. Should Aquila enter into a formal agreement with a partner or
       purchaser, and the partner or purchaser either:

       3.2.1.     Determines that Your services are no longer required; or

       3.2.2.     Fails to offer You employment at Your current base salary
            with a bonus opportunity commensurate with the salary and bonus
            opportunity You  experienced with Aquila Merchant Services ; or

       3.2.3.     You are required to relocate to any place outside of the
            metropolitan area in which You currently perform Your duties.

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       3.2.4.      Your Retention Bonus shall be paid the next normal pay
            period following this event.

  3.3. Six weeks following the close of a partnership or purchase agreement for
       the Aquila Merchant Services business or October 30, 2002, whichever
       comes first.

  3.4. In the event of Your death, Your estate shall be paid a pro-rata portion
       of the Retention Bonus based upon the portion of work that is completed
       for which You have been retained.

       4.    TERMINATION FOR CAUSE; WAIVER OF RIGHT TO RECEIVE RETENTION
BONUS.  Your right to receive a Retention Bonus shall be waived in the event
that You are terminated for willful misconduct or for violation of Aquila
policies and procedures including the Employee Handbook. For purposes of this
Agreement "willful misconduct" shall mean actions by you constituting fraud,
embezzlement, other criminal acts, or willful action that is a breach of Your
duty to Aquila, Inc., Aquila Merchant Services, or any of their affiliates.

       5.    OTHER RETENTION AGREEMENTS.  You are only eligible to receive
payment under one Aquila Retention Agreement during this transition.

       6.    ELIGIBILITY FOR SEVERANCE.

  6.1. If Your position is eliminated by Aquila after Your retention
       obligations are completed (and You are not offered a position with a
       potential partner or purchaser), you will receive a severance payment in
       accordance with the terms and conditions of Aquila's Workforce Transition
       Plan (the "AQUILA SEVERANCE PLAN").

  6.2. If You are retained by a potential purchaser or partner, and that entity
       then severs Your employment within Your first six weeks of employment
       (other than for willful misconduct or violation of that entity's policies
       and procedures) Aquila will pay You severance under the Aquila Severance
       Plan or the standard severance plan of the other entity, whichever You
       choose.

       7.    CONTINUATION OF MERCHANT BUSINESS OR EMPLOYMENT WITH AQUILA, INC.
Should Aquila make a decision to continue the Aquila Merchant Services
business in a reduced fashion, or if You are offered employment with Aquila,
You will still be entitled to Your Retention Bonus upon completion of the
responsibilities for which you have been retained.

       8.    CONFIDENTIALITY.  You will not publicize or disclose the terms of
this Agreement or the Retention Memo, either directly or indirectly, that is,
through your agents, attorneys, or accountants, or any other person, either
in specific or as to general content, to the public generally, including
without limitations, any employees or former

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agents, specifically including any former employees or to any other person or
entity, except and only to the extent that You are lawfully compelled to do so
by a court of competent jurisdiction or as hereinafter provided. Your agreement
to keep confidential the terms of this Agreement and the Retention Memo extends
to all persons other than, your spouse, significant other, attorneys,
accountants, financial advisers, or other professionals who have a legitimate
need to know the terms in order to render professional advice or services to You
and then, only as reasonably necessary for rendering such advice or services,
but in no event to any employees of Aquila. You agree not to identify or reveal
any terms of the Agreement or Retention Memo except as otherwise permitted
herein and agree that You will direct and bind your accountants, attorneys, or
other agents not to disclose this Agreement or the Retention Memo as well. Any
publication or disclosure of the Agreement or Retention Memo by You shall be
considered a material breach of the Agreement.

       9.    CHOICE OF LAW. This Agreement shall be construed and governed by
the laws of the State of Missouri.

       10.   ENTIRE RETENTION AGREEMENT.  The parties hereto agree that this
Agreement may not be modified, altered, or changed except by a written
agreement signed by the parties hereto. The parties acknowledge that this
constitutes the entire agreement between them superseding all prior written
and oral agreements, and that there are no other understandings or
agreements, written or oral, among them on the subject. If any provision of
this Agreement is held to be invalid, the remaining provisions shall remain
in full force and effect.

       11.   MISCELLANEOUS.  Separate copies of this document shall constitute
original documents which may be signed separately but which together will
constitute one single agreement. You represent that you have no legal
impediments to fully and completely settle all claims and to sign this
Agreement. This Agreement shall be effective as of the date signed by You.

BY SIGNING THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU UNDERSTAND THE TERMS AND
CONDITIONS OF THE AGREEMENT. YOU ARE IN NO WAY BOUND TO REMAIN EMPLOYED WITH
AQUILA, INC. THROUGH THE TRANSITION PERIOD.


EMPLOYEE:                             AQUILA, INC.:

By:  /s/Edward K. Mills               By:  /s/Bob Green

Name:  Edward K. Mills                Name:  Robert K. Green

                                      Title:  President & CEO

Date:  7/9/02                         Date:  July 1, 2002

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