Exhibit 10.1

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT made and entered into as of the 1st day of October, 2002, by and between Aquila, Inc. (the "Company"), a Delaware corporation, and
Richard C. Green, Jr. (the "Executive") (certain capitalized terms used herein being defined in Section 12).

WHEREAS,
the Executive is currently serving as Chairman of the Company, and the Company desires to secure the continued employment of the Executive as Chairman, Chief Executive Officer
of the Company in accordance herewith;

WHEREAS,
the Executive is willing to commit himself to be employed by the Company on the terms and conditions herein set forth and thus to forego opportunities elsewhere; and

WHEREAS,
the parties desire to enter into this Agreement, as of the Effective Date, setting forth the terms and conditions for the employment relationship of the Executive with the
Company during the Employment Period.

NOW,
THEREFORE, IN CONSIDERATION of the mutual premises, covenants and agreements set forth below, it is hereby agreed as follows:





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6.Nonexclusivity of Rights. Nothing in this Agreement shall prevent or limit the Executive's continuing or future
participation in any benefit, plan, program, policy or practice provided by the Company and for
which the Executive may qualify (except with respect to any benefit to which the Executive has waived his rights in writing), nor shall anything herein limit or otherwise affect such rights as the
Executive may have under any other contract or agreement entered into after the Effective Date with the Company. Amounts which are vested benefits or which the Executive is otherwise entitled to
receive under any benefit, plan, policy, practice or program of, or any contract or agreement entered into with, the Company shall be payable in accordance with such benefit, plan, policy, practice or
program or contract or agreement except as explicitly modified by this Agreement.

7.Full Settlement; Mitigation; Legal Fees; Arbitration. The Company's obligation to make the payments provided for in this
Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may
have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts (including amounts for damages
for breach) payable to the Executive under any of the provisions of this Agreement and, except as provided in Section 7(b) hereof, such amounts shall not be reduced whether or not the Executive
obtains other employment.



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8.Confidential Information. The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret,
confidential information, knowledge or data relating to the Company or any of its affiliated companies, and their respective businesses, which shall have been obtained by the Executive during the
Executive's employment by the Company or any of its affiliated companies and that shall not have been or now or hereafter have become public knowledge (other than by acts by the Executive or
representatives of the Executive in violation of this Agreement). During the Employment Period and thereafter, the Executive shall not, without the prior written consent of the Company or as may
otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it.

9.Non-Competition and Non-Solicitation. Executive acknowledges that he will forfeit all rights under
this Agreement if, during the Employment Period, and for a period of three years thereafter: (x) Executive directly or indirectly, owns, manages, operates, controls, is employed by, performs
services for, consults with, solicits business for, participates in, or is connected with the ownership, management, operation, or control of any business that is either directly or indirectly
competitive with the products or services of the Company; or (y) Executive, directly or indirectly, for himself or for any other person, firm, corporation, partnership, association or other
entity, induce employees, customers or suppliers of the Company or any affiliate thereof, to terminate their relationships with the Company or attempt to enter into any contractual arrangement with
any employee, former employee, customer or former customer of the Company or any affiliate thereof.

10.Successors.



11.Certain Tax Reimbursement Payments.(a)Gross-Up
Payment. Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution to or for the benefit of the Executive
whether paid or payable or distributed or distributable pursuant to the
terms of this Agreement (other than any payment under this Section 11) or otherwise would be subject to the excise tax imposed by Section 4999 of the Code or a similar section (such
payment, a "Change in Control Payment" and such excise tax on all such Change in Control Payments, together with any interest and penalties thereon, collectively the "Excise Tax"), then the Executive
shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount determined by the Accounting

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Firm such that after payment by the Executive of any tax thereon the Executive retains an amount of the Gross-Up Payment equal to the amount of the Excise Tax; provided, however, that if
the aggregate value (as determined under Section 280G of the Code) of Change in Control Payments is less than 110% of the product of "3 times" the Executive's "base amount" (as defined in
Section 280G(b)(3) of the Code) (such product, the "Golden Parachute Threshold"), then the Executive shall not be entitled to any Gross-Up Payment and, instead, the Change in
Control Payments shall be reduced so that their aggregate value (as so determined) is equal to $1.00 less than the Golden Parachute Threshold.

For
purposes of this Section 11(a), Executive's applicable Federal, state and local taxes shall be computed at the maximum marginal rates, taking into account the effect of any
loss of personal exemptions resulting from receipt of the Gross-Up Payment.

(b)Determinations. All determinations required to be made under this Section 11, including whether a
Gross-Up Payment is required under Section 11(a), and the assumptions to be used in determining the Gross-Up Payment, shall be made by KPMG LLP, or such other firm as
the Company may designate in writing prior to a Change in Control (the "Accounting Firm"), which shall provide detailed supporting calculations both to the Company and Executive within twenty business
days of the receipt of notice from Executive that there has been a Change in Control, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as
accountant or auditor for the Person effecting the Change in Control or is otherwise unavailable, Executive may appoint another nationally recognized accounting firm to make the determinations
required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company.

(c)Subsequent Redeterminations. Executive agrees (unless requested otherwise by the Company) to use reasonable efforts to
contest in good faith any subsequent determination by the Internal Revenue Service that Executive owes an amount of Excise Tax greater than the amount determined pursuant to Section 11(b)
provided, that Executive shall be entitled to reimbursement by the Company of all fees and expenses reasonably incurred by Executive in contesting such determination. In the event the Internal Revenue
Service or any court of competent jurisdiction determines that Executive owes an amount of Excise Tax that is either greater or less than the amount previously taken into account and paid under this
Section 11, the Company shall promptly reimburse Executive, or Executive shall promptly reimburse the Company, as the case may be, the amount of such excess or shortfall. In the case of any
payment that the Company is required to make to Executive pursuant to the preceding sentence (a "Later Payment"), the Company shall also reimburse Executive an additional amount such that after
payment by Executive of all of Executive's applicable Federal, state and local taxes, including any interest and penalties assessed by any taxing authority, on such additional amount, Executive will
retain an amount equal to the total of Executive's applicable Federal, state and local taxes, including any interest and penalties assessed by any taxing authority, arising due to the Later Payment.
In the case of any reimbursement of Excise Tax that Executive is required to make to the Company pursuant
to the second sentence of this Section 11(c), Executive shall also reimburse the Company the amount of any additional payment received by Executive from the Company in respect of applicable
Federal, state and local taxes on such repaid Excise Tax, to the extent Executive is entitled to a refund of (or has not yet paid) such Federal, state or local taxes.

12.Certain Definitions.

"Accounting Firm" has the meaning accorded such term in Section 11 hereof.

"Accrued Benefits" means any benefits earned or accrued by Executive for the period through and including the Date of Termination under
any employee benefit plans and arrangements maintained by the Company, in accordance with the terms of such plans and arrangements, except as modified herein, including, without limitation, his
accrued and vested benefits under the Company's qualified and non-qualified pension and retirement plans.

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"Accrued Compensation" means a lump sum in cash payable within 30 days after the Date of Termination in an amount equal to
Executive's earned but unpaid Annual Base Salary and other earned but unpaid cash entitlements for the period through and including the Date of Termination, including any previously deferred cash
compensation, unused earned and accrued vacation pay and unreimbursed documented business expenses.

"Additional Benefits" means continued participation in the Company's Medical Plans for three years following the Date of Termination on
the terms and conditions in effect immediately prior to such Date.

"Affiliate" and "Associate" have the respective meanings accorded to such terms in
Rule 12b-2 under the Exchange Act as in effect on the Effective Date.

"Annual Base Salary" has the meaning accorded such term in Section 3 hereof.

"Awards" has the meaning accorded such term in Section 5 hereof.

"Award Termination Date" has the meaning accorded such term in Section 5 hereof.

"Basic Bonus Amount" means an amount payable within 30 days after the Date of Termination, equal to Executive's target annual bonus
opportunity for the year in which Executive's employment terminates times a fraction, the numerator of which is the number of days in such year ending on the Date of Termination and the denominator of
which is 365.

"Beneficial Ownership". A Person shall be deemed the "Beneficial Owner" of, and shall be deemed to "beneficially own" securities pursuant
to Rule 13d-3 under the Exchange Act as in effect on the Effective Date.

"Board" means the Board of Directors of the Company.

"Cause" means Executive's:



provided,
however, in the case of (ii)-(iv) Executive shall be entitled to prior written notice of any such breach and the opportunity to cure or rebut any such breach during the 30 days
following such notice.

"Change in Control" means, and shall be deemed to have occurred upon any occurrence of any of the following events:



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Notwithstanding
the foregoing, in no event shall a "Change in Control" be deemed to have occurred (i) as a result of the formation of a Holding Company, or (ii) with respect to
Executive, if Executive is part of a "group," within the meaning of Section 13(d)(3) of the Exchange Act as in effect on the Effective Date, which consummates the Change in Control transaction.
In addition, for purposes of the definition of "Change in Control" a Person engaged in business as an underwriter of securities shall

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not be deemed to be the "Beneficial Owner" of, or to "beneficially own," any securities acquired through such Person's participation in good faith in a firm commitment underwriting until the
expiration of forty days after the date of such acquisition.

"Change in Control Payment" has the meaning accorded such term in Section 11 hereof.

"Change Separation Event" means any of the following events:

(A)    The
involuntary termination of Executive's employment by the Company during the 24-month period following a Change in Control other than (x) for
Cause, or (y) by reason of Executive's death or Disability; or

(B)    Executive's
voluntary termination of employment for Good Reason during the 24-month period following a Change in Control provided that Executive's
termination occurs within 90 days after the occurrence of the event constituting Good Reason.

"Code" means the Internal Revenue Code of 1986, as amended.

"Committee" means the Compensation Committee of the Board.

"Company" has the meaning accorded such term in the introductory clause hereof.

"Date of Termination" means (i) if the Executive's employment is terminated by the Company for Cause, or by the Executive for Good
Reason, the date specified in the Notice of Termination in accordance with the requirements of the applicable reason for such termination, (ii) if the Executive's employment is terminated by
the Company other than for Cause, the Date of Termination shall be the date on which the Company notifies the Executive of such termination, (iii) if the Executive's termination is voluntary
and without Good Reason, the Date of Termination shall be the date on which the Executive notifies the Company of such termination, and (iv) if the Executive's employment is terminated by
reason of death, the Date of Termination shall be the date of death.

"Disability" means the Executive's long-term disability as determined under the Disability Plan.

"Disability Plan" means the long-term disability plan (or any successor disability and/or survivorship plan adopted by the
Company) in which Executive participates, as in effect immediately prior to the relevant event (subject to changes in coverage levels applicable to all employees generally covered by such Plan).

"Effective Date" has the meaning accorded such term in Section 1 hereof.

"Employment Period" has the meaning accorded such term in Section 1 hereof.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Excise Tax" has the meaning accorded such term in Section 11 hereof.

"Excluded Person" means (i) the Company; (ii) any of the Company's Subsidiaries; (iii) any Holding Company;
(iv) any employee benefit plan of the Company, any of its Subsidiaries or a Holding Company; or (v) any Person organized, appointed or established by the Company, any of its Subsidiaries
or a Holding Company or pursuant to the terms of any plan described in clause (iv).

"Executive" has the meaning accorded such term in Section 1 hereof.

"Golden Parachute Threshold" has the meaning accorded such term in Section 11 hereof.

"Good Reason" means, without the Executive's written consent:



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provided,
however, that Good Reason shall not occur until the Executive shall have given the Company written notice of any claimed Good Reason and the Company shall have failed to cure the same during
the 30 days following such notice.

"Gross-Up Payment" has the meaning accorded such term in Section 11 hereof.

"Holding Company" means an entity that becomes a holding company for the Company or its businesses as a part of any reorganization,
merger, consolidation or other transaction, provided that the outstanding shares of common stock of such entity and the combined voting power of the then outstanding voting securities of such entity
entitled to vote generally in the election of directors is, immediately after such reorganization, merger, consolidation or other transaction, beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the beneficial owners, respectively, of the Voting Stock outstanding immediately prior to such reorganization, merger, consolidation or other
transaction in substantially the same proportions as their ownership, immediately prior to such reorganization, merger, consolidation or other transaction, of such outstanding Voting Stock.

"Initial Term" has the meaning accorded such term in Section 1 hereof.

"Later Payment" shall have the meaning accorded such term in Section 11 hereof.

"Long Term Incentive Amount" means an amount payable within 30 days after the Date of Termination equal to Executive's target
long-term incentive opportunity for the incentive or performance period in which Executive's employment terminates times a fraction, the numerator of which is the number of days in such
period ending on the Date of Termination, and the denominator of which is the total number of days in such period.

"Medical Plans" means the medical care plans (or any successor medical plans adopted by the Company) in which Executive participates, as
in effect immediately prior to the relevant event (subject to changes in coverage levels applicable to all employees generally covered by such Plans).

"Notice of Termination" has the meaning accorded such term in Section 4 hereof.

"Outplacement Services" means the services of a national executive outplacement service firm, the aggregate cost to the Company of which
shall not exceed $50,000

"Payment Period" means the 36 month period commencing on the Date of Termination.

"Pension Benefits" means benefits attributable to 3 years of additional credit for both age and service under the Company's
tax-qualified and non-qualified pension plans; provided that if applicable provisions of the Code prevent payments in respect of such credit under the Company's
tax-qualified pension plan, such payments shall be made under the Company's non-qualified pension plan.

"Person" means any individual, corporation, partnership, association, trust or any other entity or organization.

"Previous Contract" means the Employment Agreement between UtiliCorp United, Inc. dated November 6, 1996 and amended
September 11, 1998.

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"Separation Event" means, other than during the 24-month period following a Change in Control, (A) the involuntary
termination of Executive's employment by the Company other than (x) for Cause or (y) by reason of Executive's death or Disability or (B) Executive's voluntary termination of
employment for Good Reason within 90 days after the occurrence of an event constituting Good Reason.

"Severance Benefits" means cash compensation equal to three (3) times the sum of the amounts set forth in clauses (A) and
(B) below:

(A)    Executive's
Base Salary as in effect immediately prior to a Change Separation Event or Separation Event, as the case may be; and

(B)    the
Executive's target annual bonus opportunity for the calendar year in which such Change Separation Event or Separation Event occurs, as the case may be.

"Stock Plan" has the meaning accorded such term in Section 5 hereof.

"Total Payments" has the meaning accorded such term in Section 11 hereof.

"Voting Stock" means the combined voting power of the securities of the Company entitled to vote for members of the Board.

13.Miscellaneous.



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IN
WITNESS WHEREOF, the Executive and, pursuant to due authorization from its Board of Directors, the Company have caused this Agreement to be executed as of the day and year first above
written.

| |  | AQUILA, INC.                                 
| |  | ---------------------------------------------
| |  | By:                                          
| |  |                                              
| |  |                                              
| |  | /s/RICHARD C. GREEN, JR.Richard C. Green, Jr.

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