<PAGE>


                                                              EXHIBIT 10(a)(1)

                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                               UTILICORP UNITED INC.
                                          
                             CAPITAL ACCUMULATION PLAN
                                          
                          EFFECTIVE AS OF JANUARY 1, 1998
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
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                                 TABLE OF CONTENTS

<TABLE>
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<S>                                                                                <C>
Purpose. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1

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

ARTICLE 2     Selection, Enrollment, Eligibility . . . . . . . . . . . . . . . . . . .  6
    2.1       Selection by Committee . . . . . . . . . . . . . . . . . . . . . . . . .  6
    2.2       Enrollment Requirements. . . . . . . . . . . . . . . . . . . . . . . . .  6
    2.3       Eligibility; Commencement of Participation . . . . . . . . . . . . . . .  6
    2.4       Termination of Participation and/or Deferrals. . . . . . . . . . . . . .  7

ARTICLE 3     Deferral Commitments/Crediting/Taxes . . . . . . . . . . . . . . . . . .  7
    3.1       Deferrals. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7
    3.2       Election to Defer; Effect of Election Form . . . . . . . . . . . . . . .  7
    3.3       Withholding of Annual Deferral Amounts . . . . . . . . . . . . . . . . .  8
    3.4       Investment of Trust Assets . . . . . . . . . . . . . . . . . . . . . . .  8
    3.5       Vesting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8
    3.6       Crediting/Debiting of Account Balances . . . . . . . . . . . . . . . . .  8
    3.7       FICA and Other Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . 10
    3.8       Distributions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

ARTICLE 4     Short-Term Payout; Unforeseeable Financial Emergencies; 
              Withdrawal Election. . . . . . . . . . . . . . . . . . . . . . . . . . . 11
    4.1       Short-Term Payout. . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
    4.2       Election to Defer Short-Term Payout. . . . . . . . . . . . . . . . . . . 11
    4.3       Other Benefits Take Precedence Over Short-Term . . . . . . . . . . . . . 12
    4.4       Withdrawal Payout/Suspensions for Unforeseeable Financial Emergencies. . 12
    4.5       Withdrawal Election. . . . . . . . . . . . . . . . . . . . . . . . . . . 12

ARTICLE 5     Retirement Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
    5.1       Retirement Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
    5.2       Payment of Retirement Benefit. . . . . . . . . . . . . . . . . . . . . . 13
    5.3       Death Prior to Completion of Retirement Benefit. . . . . . . . . . . . . 13
    5.4       Quarterly Installment Method for Moody's Account Balance . . . . . . . . 14

ARTICLE 6     Pre-Retirement Survivor Benefit. . . . . . . . . . . . . . . . . . . . . 14
    6.1       Pre-Retirement Survivor Benefit. . . . . . . . . . . . . . . . . . . . . 14
    6.2       Payment of Pre-Retirement Survivor Benefit . . . . . . . . . . . . . . . 14

                                                i

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    6.3       Quarterly Installment Method for Moody's Account Balance . . . . . . . . 15

ARTICLE 7     Termination Benefit. . . . . . . . . . . . . . . . . . . . . . . . . . . 15
    7.1       Termination Benefit. . . . . . . . . . . . . . . . . . . . . . . . . . . 15
    7.2       Payment of Termination Benefit . . . . . . . . . . . . . . . . . . . . . 15

ARTICLE 8     Disability Waiver and Benefit. . . . . . . . . . . . . . . . . . . . . . 16
    8.1       Disability Waiver. . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
    8.2       Continued Eligibility; Disability Benefit. . . . . . . . . . . . . . . . 16

ARTICLE 9     Beneficiary Designation. . . . . . . . . . . . . . . . . . . . . . . . . 17
    9.1       Beneficiary. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
    9.2       Beneficiary Designation; Change. . . . . . . . . . . . . . . . . . . . . 17
    9.3       Acknowledgment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
    9.4       No Beneficiary Designation . . . . . . . . . . . . . . . . . . . . . . . 17
    9.5       Doubt as to Beneficiary. . . . . . . . . . . . . . . . . . . . . . . . . 17
    9.6       Discharge of Obligations . . . . . . . . . . . . . . . . . . . . . . . . 17
    
ARTICLE 10    Leave of Absence . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
   10.1       Paid Leave of Absence. . . . . . . . . . . . . . . . . . . . . . . . . . 18
   10.2       Unpaid Leave of Absence. . . . . . . . . . . . . . . . . . . . . . . . . 18

ARTICLE 11    Termination, Amendment or Modification . . . . . . . . . . . . . . . . . 18
   11.1       Termination. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
   11.2       Amendment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
   11.3       Plan Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
   11.4       Effect of Payment. . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
   11.5       Interest Rate in the Event of a Change in Control. . . . . . . . . . . . 19

ARTICLE 12    Administration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
   12.1       Committee Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
   12.2       Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
   12.3       Binding Effect of Decisions. . . . . . . . . . . . . . . . . . . . . . . 20
   12.4       Indemnity of Committee . . . . . . . . . . . . . . . . . . . . . . . . . 20
   12.5       Employer Information . . . . . . . . . . . . . . . . . . . . . . . . . . 20

ARTICLE 13    Other Benefits and Agreements. . . . . . . . . . . . . . . . . . . . . . 21
   13.1       Coordination with Other Benefits . . . . . . . . . . . . . . . . . . . . 21

                                                  ii

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ARTICLE 14    Claims Procedures. . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
   14.1       Presentation of Claim. . . . . . . . . . . . . . . . . . . . . . . . . . 21
   14.2       Notification of Decision . . . . . . . . . . . . . . . . . . . . . . . . 21
   14.3       Review of a Denied Claim . . . . . . . . . . . . . . . . . . . . . . . . 22
   14.4       Decision on Review . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
   14.5       Legal Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

ARTICLE 15    Trust. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
   15.1       Establishment of the Trust . . . . . . . . . . . . . . . . . . . . . . . 23
   15.2       Interrelationship of the Plan and the Trust. . . . . . . . . . . . . . . 23
   15.3       Distributions From the Trust . . . . . . . . . . . . . . . . . . . . . . 23

ARTICLE 16    Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
   16.1       Status of Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
   16.2       Unsecured General Creditor . . . . . . . . . . . . . . . . . . . . . . . 23
   16.3       Employer's Liability . . . . . . . . . . . . . . . . . . . . . . . . . . 24
   16.4       Nonassignability . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
   16.5       Not a Contract of Employment . . . . . . . . . . . . . . . . . . . . . . 24
   16.6       Furnishing Information . . . . . . . . . . . . . . . . . . . . . . . . . 24
   16.7       Terms. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
   16.8       Captions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
   16.9       Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
   16.10      Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
   16.11      Successors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
   16.12      Spouse's Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
   16.13      Validity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
   16.14      Incompetent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
   16.15      Court Order. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
   16.16      Distribution in the Event of Taxation. . . . . . . . . . . . . . . . . . 26
   16.17      Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
   16.18      Legal Fees To Enforce Rights After Change in Control . . . . . . . . . . 26

</TABLE>
                                                  iii

<PAGE>

UTILICORP UNITED INC.
Capital Accumulation Plan
MASTER PLAN DOCUMENT
===============================================================================
                                                                               

                             UTILICORP UNITED INC.
                           CAPITAL ACCUMULATION PLAN
                         EFFECTIVE AS OF JANUARY 1, 1998
                                       
                                    PURPOSE

          The purpose of this Plan is to provide specified benefits to (i) a 
select group of management and highly compensated Employees who contribute 
materially to the continued growth, development and future business success 
of UtiliCorp United Inc., a Delaware corporation, and its subsidiaries, if 
any, that sponsor this Plan, and (ii) Directors of UtiliCorp United Inc.  
This Plan shall be unfunded for tax purposes and for purposes of Title I of 
ERISA.

          
                                  ARTICLE 1
                                 DEFINITIONS

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

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

1.2       "Annual Bonus" shall mean, with respect to each Participant who is an
          Employee, any cash compensation payable to such Participant during a
          Plan Year in excess of Base Annual Salary under any Employer's bonus,
          long-term or annual cash incentive plans, excluding stock options.

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

1.4       "Base Annual Pay" shall mean the (i) with respect to any Participant
          who is a Director, any annual retainer, meeting fees, and committee
          fees payable in cash to the Director for serving on the Board or any
          committee thereof, but does not include reimbursable expenses or any
          bonuses or incentive awards, and (ii) with respect to any Participant
          who is an Employee, annual cash compensation relating to services
          performed during any calendar year, whether or not paid in such
          calendar year or included on the Federal Income Tax Form W-2 for such
          calendar year, excluding bonuses, commissions, overtime, fringe
          benefits, stock options, relocation expenses, incentive payments, 
          non-monetary awards, directors fees and other fees, automobile and 
          other allowances paid to a Participant for employment services 
          rendered (whether or not such allowances are included in the 
          Employee's gross income).  Base Annual Pay shall be calculated 
          before reduction for compensation voluntarily deferred or 

<PAGE>

UTILICORP UNITED INC.
Capital Accumulation Plan
MASTER PLAN DOCUMENT
===============================================================================

          contributed by the Participant pursuant to all qualified or 
          non-qualified plans of any Employer and shall be calculated to 
          include amounts not otherwise included in the Participant's gross 
          income under Code Sections 125, 402(e)(3), 402(h), or 403(b) 
          pursuant to plans established by any Employer; provided, however, 
          that all such amounts will be included in compensation only to the 
          extent that, had there been no such plan, the amount would have 
          been payable in cash to the Participant.

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

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

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

1.8       "Bonus Rate" shall mean, for that portion of a Participant's Account
          Balance allocated to the Moody's Bond Index Measurement Fund,  for
          each Plan Year, a crediting or debiting rate, stated as an annual
          rate, equal to 30% of the performance of the Moody's Bond Index
          Measurement Fund itself, in accordance with Section 3.6.

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

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

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

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

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

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

                                         2

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UTILICORP UNITED INC.
Capital Accumulation Plan
MASTER PLAN DOCUMENT
===============================================================================

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

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

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

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

1.14      "Crediting Rate" shall mean, for amounts deemed invested in each
          Measurement Fund for each Plan Year, a crediting or debiting rate,
          equal to the performance of such Measurement Fund, in accordance with
          Section 3.6.

1.15      "Deduction Limitation" shall mean the following described limitation
          on a benefit that may otherwise be distributable pursuant to the
          provisions of this Plan.  Except as otherwise provided, this
          limitation shall be applied to all distributions that are "subject to
          the Deduction Limitation" under this Plan.  If an Employer determines
          in good faith prior to a Change in Control that there is a reasonable
          likelihood that any compensation paid to a Participant for a taxable
          year of the Employer would not be deductible by the Employer solely by
          reason of the limitation under Code Section 162(m), then to the extent
          deemed necessary by the Employer to ensure that the entire amount of
          any distribution to the Participant pursuant to this Plan prior to the
          Change in Control is deductible, the Employer may defer all or any
          portion of a distribution under this Plan.  Any amounts deferred
          pursuant to this limitation shall continue to be credited/debited with
          additional amounts in accordance with Section 3.6 below, even if such
          amount is being paid out in installments.  The amounts so deferred and
          amounts credited thereon shall be distributed to the Participant or
          his or her Beneficiary (in the event of the Participant's death) at
          the earliest possible date, as determined by the Employer in good
          faith, on which the deductibility of compensation paid or payable to
          the Participant for the taxable year of the Employer during which the
          distribution is made will not be limited by Section 162(m), or if
          earlier, the effective date of a Change in Control.  Notwithstanding
          anything to the contrary in this Plan, the Deduction Limitation shall
          not apply to any distributions made after a Change in Control.

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

1.17      "Director" means a member of the Board who is neither an officer nor
          an Employee of any Employer.

1.18      "Disability" shall mean a period of disability during which a
          Participant qualifies for permanent disability benefits under the

                                         3

<PAGE>

UTILICORP UNITED INC.
Capital Accumulation Plan
MASTER PLAN DOCUMENT
===============================================================================

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

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

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

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

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

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

1.24      "Moody's Account Balance" shall mean, after the commencement of the
          Quarterly Installment Method, the portion of the Account Balance
          allocated to the Moody's Bond Index Measurement Fund.

1.25      "Non-Moody's Account Balance" shall mean, after the commencement of
          the Quarterly Installment Method, the portion of the Account Balance
          allocated to any Measurement Fund other than the Moody's Bond Index
          Measurement Fund.

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

1.27      "Plan" shall mean the Company's Capital Accumulation Plan, which shall
          be evidenced by this instrument and by each Plan Agreement, as they
          may be amended from time to time.

1.28      "Plan Agreement" shall mean a written agreement, as may be amended
          from time to time, which is entered into by and between an Employer
          and a Participant.  Each Plan Agreement executed by a Participant and
          the Participant's Employer shall provide for the entire benefit to
          which such Participant is entitled under the Plan; should there be
          more than one Plan Agreement, the Plan Agreement bearing the latest
          date of acceptance by the Employer shall supersede all previous Plan
          Agreements in their entirety and shall govern such entitlement. The

                                         4

<PAGE>

UTILICORP UNITED INC.
Capital Accumulation Plan
MASTER PLAN DOCUMENT
===============================================================================

          terms of any Plan Agreement may be different for any Participant, and
          any Plan Agreement may provide additional benefits not set forth in
          the Plan or limit the benefits otherwise provided under the Plan;
          provided, however, that any such additional benefits or benefit
          limitations must be agreed to by both the Employer and the
          Participant.

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

1.30      "Preferred Rate" shall mean, for amounts (i) allocated to the Moody's
          Bond Index Measurement Fund and (ii) never reallocated to any other
          Measurement Fund in accordance with Section 3.6, a crediting or
          debiting rate for each Plan Year that is the sum of the Crediting Rate
          and the Bonus Rate for that Plan Year.

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

1.32      "Quarterly Installment Method" shall be a quarterly installment
          payment over the number of calendar quarters selected by the
          Participant in accordance with this Plan, calculated as follows:  For
          purposes of determining the initial amount of quarterly installments,
          the Moody's Account Balance and the Non-Moody's Account Balance of the
          Participant shall be calculated as of the close of business on the
          last business day of the calendar quarter during which the Participant
          terminates employment due to Retirement or death, or the Plan is
          terminated.  The amount of the quarterly installments with respect to
          the Moody's Account Balance shall be determined as set forth in
          Section 5.4 or 6.3, as the case may be.  The amount of the quarterly
          installments of the Non-Moody's Account Balance shall be redetermined
          effective as of January 1 of each year by dividing the Participant's
          remaining Non-Moody's Account Balance by the remaining number of
          installment payments.  In no event shall any quarterly installment
          exceed the Participant's Account Balance at the time of distribution.

1.33      "Retirement", "Retire(s)" or "Retired" shall mean (i) with respect to
          any Participant who is an Employee, severance from employment from all
          Employers for any reason other than a leave of absence, death or
          Disability on or after the attainment of age fifty-five (55); and (ii)
          with respect to any Participant who is a Director, the date on which
          such Participant ceases to be a director of the Board for any reason
          other than death.

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

1.35      "Short-Term Payout" shall mean the payout set forth in Section 4.1.

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

1.37      "Termination of Employment" shall mean the severing of employment with
          all Employers, voluntarily or involuntarily, for any reason other than
          Retirement, Disability, death or an authorized leave of absence. 
          Despite the foregoing, a Director who ceases to be a director of the
          Board for any reason other than death shall be deemed to have Retired.

                                         5

<PAGE>

UTILICORP UNITED INC.
Capital Accumulation Plan
MASTER PLAN DOCUMENT
===============================================================================

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

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

                                      ARTICLE 2
                          SELECTION, ENROLLMENT, ELIGIBILITY

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

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

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

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


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Capital Accumulation Plan
MASTER PLAN DOCUMENT
===============================================================================

                                      ARTICLE 3
                         DEFERRAL COMMITMENTS/CREDITING/TAXES

3.1       DEFERRALS.

          (a)  BASE ANNUAL PAY AND ANNUAL BONUS.  For each Plan Year, a
          Participant may elect to defer, as his or her Annual Deferral Amount,
          between 0% and 100% (in 1% increments) of his or her Base Annual Pay
          and Annual Bonus, in the following minimum dollar amounts for each
          deferral elected:

                        DEFERRAL           MINIMUM AMOUNT
                     Base Annual Pay           $5,000
                      Annual Bonus             $5,000

          If an election is made for less than stated minimum amounts, or if no
          election is made, the amount deferred shall be zero.

          (b)  SHORT PLAN YEAR.  Notwithstanding the foregoing, if a Participant
          first becomes a Participant after the first day of a Plan Year, or in
          the case of the first Plan Year of the Plan itself, (i) the minimum
          Base Annual Pay deferral shall be an amount equal to the minimum set
          forth above, multiplied by a fraction, the numerator of which is the
          number of complete months remaining in the Plan Year and the
          denominator of which is 12; and (ii) the maximum Annual Deferral
          Amount, with respect to Base Annual Pay and Annual Bonus shall be
          limited to the amount of compensation not yet earned by the
          Participant as of the date the Participant submits a Plan Agreement
          and Election Form to the Committee for acceptance.

3.2       ELECTION TO DEFER; EFFECT OF ELECTION FORM.

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

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

3.3       WITHHOLDING OF ANNUAL DEFERRAL AMOUNTS.  For each Plan Year, the 
          Base Annual Pay portion of the Annual Deferral Amount shall be 
          withheld from each regularly scheduled payment date in 
          approximately equal amounts, as adjusted from time to time for 
          increases and decreases in Base Annual Pay.  The Annual Bonus 
          portion of the Annual Deferral Amount shall be 

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MASTER PLAN DOCUMENT
===============================================================================

          withheld at the time the Annual Bonus is or otherwise would be paid 
          to the Participant.

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

3.5       VESTING.  A Participant shall at all times be 100% vested in his or
          her Deferral Account.  

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

          (a)  ELECTION OF MEASUREMENT FUNDS.  Except as provided in Section
          3.6(f) below, a Participant, in connection with his or her initial
          deferral election in accordance with Section 3.2(a) above, shall
          elect, on the Election Form, one or more Measurement Fund(s) (as
          described in Section 3.6(c) below) to be used to determine the
          additional amounts to be credited to his or her Account Balance for
          the first calendar quarter or portion thereof in which the Participant
          commences participation in the Plan and continuing thereafter for each
          subsequent calendar quarter in which the Participant participates in
          the Plan, unless changed in accordance with the next sentence.  Except
          as provided in Section 3.6(f) below, commencing with the first
          calendar quarter that follows the Participant's commencement of
          participation in the Plan and continuing thereafter for each
          subsequent calendar quarter in which the Participant participates in
          the Plan, no later than the next to last business day of the calendar
          quarter, the Participant may (but is not required to) elect, by
          submitting an Election Form to the Committee that is accepted by the
          Committee, to add or delete one or more Measurement Fund(s) to be used
          to determine the additional amounts to be credited to his or her
          Account Balance, or to change the portion of his or her Account
          Balance allocated to each previously or newly elected Measurement
          Fund. If an election is made in accordance with the previous sentence,
          it shall apply to the next calendar quarter and continue thereafter
          for each subsequent calendar quarter in which the Participant
          participates in the Plan, unless changed in accordance with the
          previous sentence.

          (b)  PROPORTIONATE ALLOCATION.  In making any election described in
          Section 3.6(a) above, the Participant shall specify on the Election
          Form, in increments of one percentage point (1%), the percentage of
          his or her Account Balance to be allocated to a Measurement Fund (as
          if the Participant was making an investment in that Measurement Fund
          with that portion of his or her Account Balance).

          (c)  MEASUREMENT FUNDS.  Except as provided in Section 3.6(f) below,
          the Participant may elect one or more of the following measurement
          funds, based on certain mutual funds (the "Measurement Funds"), for
          the purpose of crediting additional amounts to his or her Account
          Balance:


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Capital Accumulation Plan
MASTER PLAN DOCUMENT
===============================================================================

               (1)  Moody's Bond Index Measurement Fund.  Amounts deemed
               invested in the Moody's Bond Index Measurement Fund shall be
               credited with interest at no less than 100% of the Moody's
               Crediting Rate.  The Moody's Crediting Rate for a Plan Year shall
               be a fixed rate, stated as an annual rate, determined and
               announced by the Committee before the Plan Year for which it is
               to be used that (i) is published in Moody's Bond Record under the
               heading of "Moody's Corporate Bond Yield Averages -- Av. Corp."
               and (ii) is equal to the average corporate bond yield calculated
               for the month of December that immediately precedes the Plan Year
               for which the rate is to be used; 

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

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

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

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

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

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

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

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Capital Accumulation Plan
MASTER PLAN DOCUMENT
===============================================================================

          Participant's Base Annual Pay through reductions in his or her
          payroll, at the closing price on such date; and (iii) any distribution
          made to a Participant that decreases such Participant's Account
          Balance ceased being invested in the Measurement Fund(s), in the
          percentages applicable to such calendar quarter, no earlier than the
          first day of the calendar quarter, at the closing price on such date. 
          The rate of interest for crediting or debiting earnings shall be the
          Crediting Rate, except as otherwise provided in this Plan, which rate
          shall be treated as the nominal rate for crediting interest.

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

          (f)  SPECIAL RULE FOR MOODY'S BOND INDEX MEASUREMENT FUND. 
          Notwithstanding the foregoing or any other provision to the contrary
          in this Plan, (i) the Participant may only elect to change the portion
          of his or her Account Balance allocated to the Moody's Bond Index
          Measurement Fund effective as of January 1 of each Plan Year and (ii)
          the Participant may not elect to change the portion of his or her
          Account Balance allocated to the Moody's Bond Index Measurement Fund
          once Quarterly Installment Method payments commence.

3.7       FICA AND OTHER TAXES.  For each Plan Year in which an Annual 
          Deferral Amount is being withheld from a Participant, the 
          Participant's Employer(s), to the extent required by applicable law 
          shall withhold from that portion of the Participant's Base Annual 
          Pay and Bonus that is not being deferred, in a manner determined by 
          the Employer(s), the Participant's share of FICA and other 
          employment taxes on such Annual Deferral Amount.  If necessary, the 
          Committee may reduce the Annual Deferral Amount in order to comply 
          with this Section 3.7.

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

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UTILICORP UNITED INC.
Capital Accumulation Plan
MASTER PLAN DOCUMENT
===============================================================================


                                        ARTICLE 4

               SHORT-TERM PAYOUT; UNFORESEEABLE FINANCIAL EMERGENCIES;
                                 WITHDRAWAL ELECTION

4.1       SHORT-TERM PAYOUT. In connection with each election to defer an Annual
          Deferral Amount, a Participant may irrevocably elect to receive a
          future "Short-Term Payout" from the Plan with respect to such Annual
          Deferral Amount.  Subject to the Deduction Limitation, the Short-Term
          Payout shall be a lump sum payment in an amount that is equal to the
          Annual Deferral Amount plus amounts credited or debited in the manner
          provided in Section 3.6 above on that amount, determined at the time
          that the Short-Term Payout becomes payable (rather than the date of a
          Termination of Employment).  Subject to the Deduction Limitation and
          the other terms and conditions of this Plan, each Short-Term Payout
          elected shall be paid out as soon as reasonably practicable (which
          will normally be within 60 days) after the last day of any Plan Year
          designated by the Participant that is at least five Plan Years after
          the Plan Year in which the Annual Deferral Amount is actually
          deferred.  By way of example, if a five year Short-Term Payout is
          elected for Annual Deferral Amounts that are deferred in the Plan Year
          commencing January 1, 1998, the five year Short-Term Payout would
          become payable as soon as reasonably practicable on or after
          January 1, 2004.  For purposes of calculating the Short-Term Payout,
          the rate of interest for crediting amounts (i) allocated to the
          Moody's Bond Index Measurement Fund and (ii) never reallocated to any
          other Measurement Fund shall be the Preferred Rate, which rate shall
          be treated as the nominal rate for crediting interest.  Otherwise, the
          rate of interest for crediting amounts allocated to the Moody's Bond
          Index Measurement Fund shall be the Crediting Rate of such Fund (and
          not the Preferred Rate). 

4.2       ELECTION TO DEFER SHORT-TERM PAYOUT.  At any time after Short-Term
          Payout is elected and not less than one (1) year before the first
          possible date of the Short-Term Payout, the Participant may
          irrevocably elect to have the Short-Term Payout paid as soon as
          reasonably practicable (which will normally be within 60 days) after
          the last day of any Plan Year designated by the Participant that is at
          least five Plan Years after the first possible date of the Short-Term
          Payout.

4.3       OTHER BENEFITS TAKE PRECEDENCE OVER SHORT-TERM.  Should an event occur
          that triggers a benefit under Article 5, 6, 7 or 8, any Annual
          Deferral Amount, plus amounts credited or debited thereon, that is
          subject to a Short-Term Payout election under Section 4.1 shall not be
          paid in accordance with Section 4.1 but shall be paid in accordance
          with the other applicable Article.

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

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Capital Accumulation Plan
MASTER PLAN DOCUMENT
===============================================================================

          and/or (ii) receive a partial or full payout from the Plan.  The 
          payout shall not exceed the lesser of the Participant's Account 
          Balance, calculated as if such Participant were receiving a 
          Termination Benefit, or the amount reasonably needed to satisfy the 
          Unforeseeable Financial Emergency. If, subject to the sole 
          discretion of the Committee, the petition for a suspension and/or 
          payout is approved, suspension shall take effect upon the date of 
          approval and any payout shall be made within 60 days of the date of 
          approval.  The payment of any amount under this Section 4.3 shall 
          not be subject to the Deduction Limitation.  For purposes of 
          calculating a payout under this Section 4.4, the rate of interest 
          shall be the Crediting Rate, which rate shall be treated as the 
          nominal rate for crediting interest.

4.5       WITHDRAWAL ELECTION.  A Participant (or, after a Participant's death,
          his or her Beneficiary) may elect, at any time, to withdraw all of his
          or her Account Balance, calculated as if there had occurred a
          Termination of Employment as of the day of the election, less a
          withdrawal penalty equal to 10% of such amount (the net amount shall
          be referred to as the "Withdrawal Amount").  This election can be made
          at any time, before or after Retirement, Disability, death or
          Termination of Employment, and whether or not the Participant (or
          Beneficiary) is in the process of being paid pursuant to an
          installment payment schedule.  If made before Retirement, Disability
          or death, a Participant's Withdrawal Amount shall be his or her
          Account Balance calculated as if there had occurred a Termination of
          Employment as of the day of the election.  No partial withdrawals of
          the Withdrawal Amount shall be allowed.  The Participant (or his or
          her Beneficiary) shall make this election by giving the Committee
          advance written notice of the election in a form determined from time
          to time by the Committee.  The Participant (or his or her Beneficiary)
          shall be paid the Withdrawal Amount within 60 days of his or her
          election.  Once the Withdrawal Amount is paid, the Participant's
          participation in the Plan shall terminate and the Participant shall
          not be eligible to participate in the Plan for eighteen (18) months in
          the future.  The payment of this Withdrawal Amount shall not be
          subject to the Deduction Limitation.  For purposes of calculating a
          Withdrawal Amount under this Section 4.5, the rate of interest shall
          be the Crediting Rate, which rate shall be treated as the nominal rate
          for crediting interest.

                                        ARTICLE 5
                                  RETIREMENT BENEFIT

5.1       RETIREMENT BENEFIT.  Subject to the Deduction Limitation, a
          Participant who Retires shall receive, as a Retirement Benefit, his or
          her Account Balance. For purposes of calculating the Retirement
          Benefit, the rate of interest for crediting amounts (i) allocated to
          the Moody's Bond Index Measurement Fund and (ii) never reallocated to
          any other Measurement Fund shall be the Preferred Rate, which rate
          shall be treated as the nominal rate for crediting interest. 
          Otherwise, the rate of interest for crediting amounts allocated to the
          Moody's Bond Index Measurement Fund shall be the Crediting Rate of
          such Fund (and not the Preferred Rate).

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Capital Accumulation Plan
MASTER PLAN DOCUMENT
===============================================================================

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

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

5.4       QUARTERLY INSTALLMENT METHOD FOR MOODY'S ACCOUNT BALANCE. 
          Notwithstanding any other provision of this Plan, if the Participant
          has elected the Quarterly Installment Method as set forth in Section
          5.2, amounts in the Moody's Account Balance may not be reallocated
          into or out of the Moody's Bond Index Measurement Fund once such
          Quarterly Installment Method payments commence.  Payments of the
          Moody's Account Balance shall be determined by amortizing the
          Participant's specified benefit over the number of months selected,
          using the interest rate specified below and treating the first
          installment payment of the Moody's Account Balance as all principal
          and each subsequent installment payment of the Moody's Account
          Balance, first as interest accrued for the applicable installment
          period on the unpaid Moody's Account Balance and second as a reduction
          in the unpaid Moody's Account Balance.  The interest rate to be used
          to calculate the installment payment amount with respect to the
          Moody's Account Balance shall be a fixed interest rate (compounded

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UTILICORP UNITED INC.
Capital Accumulation Plan
MASTER PLAN DOCUMENT
===============================================================================

          quarterly) that is determined by averaging the Preferred Rate for the
          Plan Year in which the installment payments commence and the three (3)
          preceding Plan Years.  If a Participant has completed fewer than four
          (4) Years of Plan Participation, this average shall be determined
          using the Preferred Rates for the Plan Years during which the
          Participant participated in the Plan.

                                      ARTICLE 6
                           PRE-RETIREMENT SURVIVOR BENEFIT

6.1       PRE-RETIREMENT SURVIVOR BENEFIT.  Subject to the Deduction 
          Limitation, the Participant's Beneficiary shall receive a 
          Pre-Retirement Survivor Benefit equal to the Participant's Account 
          Balance if the Participant dies before he or she Retires, 
          experiences a Termination of Employment or suffers a Disability. 
          For purposes of calculating the Pre-Retirement Survivor Benefit, 
          the rate of interest for crediting amounts (i) allocated to the 
          Moody's Bond Index Measurement Fund and (ii) never reallocated to 
          any other Measurement Fund shall be the Preferred Rate, which rate 
          shall be treated as the nominal rate for crediting interest. 
          Otherwise, the rate of interest for crediting amounts allocated to 
          the Moody's Bond Index Measurement Fund shall be the Crediting Rate 
          of such Fund (and not the Preferred Rate).

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

6.3       QUARTERLY INSTALLMENT METHOD FOR MOODY'S ACCOUNT BALANCE.
          Notwithstanding any other provision of this Plan, if the Participant
          or the Committee has elected the Quarterly Installment Method as set

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Capital Accumulation Plan
MASTER PLAN DOCUMENT
===============================================================================

          forth in Section 6.2, amounts in the Moody's Account Balance may not
          be reallocated into or out of the Moody's Bond Index Measurement Fund
          once such Quarterly Installment Method payments commence.  Payments of
          the Moody's Account Balance shall be determined by amortizing the
          Participant's specified benefit over the number of months selected,
          using the interest rate specified below and treating the first
          installment payment of the Moody's Account Balance as all principal
          and each subsequent installment payment of the Moody's Account
          Balance, first as interest accrued for the applicable installment
          period on the unpaid Moody's Account Balance and second as a reduction
          in the unpaid Moody's Account Balance.  The interest rate to be used
          to calculate the installment payment amount with respect to the
          Moody's Account Balance shall be a fixed interest rate that is
          determined by averaging the Preferred Rate for the Plan Year in which
          the installment payments commence and the three (3) preceding Plan
          Years.  If a Participant has completed fewer than four (4) Years of
          Plan Participation, this average shall be determined using the
          Preferred Rates for the Plan Years during which the Participant
          participated in the Plan.

                                      ARTICLE 7
                                 TERMINATION BENEFIT

7.1       TERMINATION BENEFIT.  Subject to the Deduction Limitation, the 
          Participant who experiences a Termination of Employment shall 
          receive a Termination Benefit, which shall be equal to the 
          Participant's Account Balance, with earnings credited in the manner 
          provided in Section 3.6 above.  For purposes of calculating the 
          Termination Benefit, the rate of interest for crediting shall be 
          the Crediting Rate, except as otherwise provided in this Plan, 
          which rate shall be treated as the nominal rate for crediting 
          interest.
 
7.2       PAYMENT OF TERMINATION BENEFIT.  The Termination Benefit shall be 
          paid in a lump sum.  The lump sum payment shall be made no later 
          than 60 days after the date of the Participant's Termination of 
          Employment. Any payment made shall be subject to the Deduction 
          Limitation.

                                      ARTICLE 8
                            DISABILITY WAIVER AND BENEFIT

8.1       DISABILITY WAIVER

          (a)  WAIVER OF DEFERRAL.  A Participant who is determined by the 
          Committee to be suffering from a Disability shall be excused from 
          fulfilling that portion of the Annual Deferral Amount commitment 
          that would otherwise have been withheld from a Participant's Base 
          Annual Pay and Annual Bonus for the Plan Year during which the 
          Participant first suffers a Disability.  During the period of 
          Disability, the Participant shall not be allowed to 


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UTILICORP UNITED INC.
Capital Accumulation Plan
MASTER PLAN DOCUMENT
===============================================================================

          make any additional deferral elections, but will continue to be 
          considered a Participant for all other purposes of this Plan.

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

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


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Capital Accumulation Plan
MASTER PLAN DOCUMENT
===============================================================================



                                      ARTICLE 9
                               BENEFICIARY DESIGNATION

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

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

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

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

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

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

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UTILICORP UNITED INC.
Capital Accumulation Plan
MASTER PLAN DOCUMENT
===============================================================================

                                       ARTICLE 10
                                   LEAVE OF ABSENCE

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

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

                                      ARTICLE 11
                        TERMINATION, AMENDMENT OR MODIFICATION

11.1      TERMINATION.  Although each Employer anticipates that it will continue
          the Plan for an indefinite period of time, there is no guarantee that
          any Employer will continue the Plan or will not terminate the Plan at
          any time in the future.  Accordingly, each Employer reserves the right
          to discontinue its sponsorship of the Plan and/or to terminate the
          Plan at any time with respect to any or all of its participating
          Employees by action of its board of directors.  Upon the termination
          of the Plan with respect to any Employer, the Plan Agreements of the
          affected Participants who are employed by that Employer shall
          terminate and their Account Balances, determined as if they had
          experienced a Termination of Employment on the date of Plan
          termination or, if Plan termination occurs after the date upon which a
          Participant was eligible to Retire, then with respect to that
          Participant as if he or she had Retired on the date of Plan
          termination, shall be paid to the Participants as follows:  Prior to a
          Change in Control, if the Plan is terminated with respect to all of
          its Participants, an Employer shall have the right, in its sole
          discretion, and notwithstanding any elections made by the Participant,
          to pay such benefits in a lump sum or pursuant to a Quarterly
          Installment Method of up to 15 years, with amounts credited and

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UTILICORP UNITED INC.
Capital Accumulation Plan
MASTER PLAN DOCUMENT
===============================================================================

          debited during the installment period as provided herein.  If the Plan
          is terminated with respect to less than all of its Participants, an
          Employer shall be required to pay such benefits in a lump sum.  After
          a Change in Control, the Employer shall be required to pay such
          benefits in a lump sum.  The termination of the Plan shall not
          adversely affect any Participant or Beneficiary who has become
          entitled to the payment of any benefits under the Plan as of the date
          of termination; provided however, that the Employer shall have the
          right to accelerate installment payments without a premium or
          prepayment penalty by paying the Account Balance in a lump sum or
          pursuant to a Quarterly Installment Method using fewer quarters
          (provided that the present value of all payments that will have been
          received by a Participant at any given point of time under the
          different payment schedule shall equal or exceed the present value of
          all payments that would have been received at that point in time under
          the original payment schedule).

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

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

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

11.5      INTEREST RATE IN THE EVENT OF A CHANGE IN CONTROL.  If a Change in
          Control occurs, the applicable interest rate to be used in determining
          a Participant's benefit in connection with a Termination of Employment
          after the Change in Control, or a Plan termination, amendment or

                                         19

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UTILICORP UNITED INC.
Capital Accumulation Plan
MASTER PLAN DOCUMENT
===============================================================================

          modification under Sections 11.1 and 11.2, shall be, solely for
          amounts (i) allocated to the Moody's Bond Index Measurement Fund and
          (ii) never reallocated to any other Measurement Fund, the Preferred
          Rate.  However, the Crediting Rate for the applicable Plan Year, and
          not the Preferred Rate, shall continue to be used as the discount rate
          for determining present value.

                                      ARTICLE 12
                                    ADMINISTRATION

12.1      COMMITTEE DUTIES.  This Plan shall be administered by a Committee 
          which shall consist of the Board, or such committee as the Board 
          shall appoint.  Members of the Committee may be Participants under 
          this Plan. The Committee shall also have the discretion and 
          authority to (i) make, amend, interpret, and enforce all 
          appropriate rules and regulations for the administration of this 
          Plan and (ii) decide or resolve any and all questions including 
          interpretations of this Plan, as may arise in connection with the 
          Plan.  Any individual serving on the Committee who is a Participant 
          shall not vote or act on any matter relating solely to himself or 
          herself. When making a determination or calculation, the Committee 
          shall be entitled to rely on information furnished by a Participant 
          or the Company.

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

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

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

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

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UTILICORP UNITED INC.
Capital Accumulation Plan
MASTER PLAN DOCUMENT
===============================================================================

                                      ARTICLE 13
                            OTHER BENEFITS AND AGREEMENTS

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

                                      ARTICLE 14
                                  CLAIMS PROCEDURES

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

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

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

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

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

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

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UTILICORP UNITED INC.
Capital Accumulation Plan
MASTER PLAN DOCUMENT
===============================================================================

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

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

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

          (a)  may review pertinent documents;

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

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

14.4      DECISION ON REVIEW.  The Committee shall render its decision on review
          promptly, and not later than 60 days after the filing of a written
          request for review of the denial, unless a hearing is held or other
          special circumstances require additional time, in which case the
          Committee's decision must be rendered within 120 days after such date.
          Such decision must be written in a manner calculated to be understood
          by the Claimant, and it must contain:
          
          (a)  specific reasons for the decision;
          
          (b)  specific reference(s) to the pertinent Plan provisions upon
           the decision was based; and
          
          (c)  such other matters as the Committee deems relevant.

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

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UTILICORP UNITED INC.
Capital Accumulation Plan
MASTER PLAN DOCUMENT
===============================================================================

                                      ARTICLE 15
                                        TRUST

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

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

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

                                      ARTICLE 16
                                    MISCELLANEOUS

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

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

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UTILICORP UNITED INC.
Capital Accumulation Plan
MASTER PLAN DOCUMENT
===============================================================================

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

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

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

16.6      FURNISHING INFORMATION.  A Participant or his or her Beneficiary will
          cooperate with the Committee by furnishing any and all information
          requested by the Committee and take such other actions as may be
          requested in order to facilitate the administration of the Plan and
          the payments of benefits hereunder, including but not limited to
          taking such physical examinations as the Committee may deem necessary.

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

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UTILICORP UNITED INC.
Capital Accumulation Plan
MASTER PLAN DOCUMENT
===============================================================================

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

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

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

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

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

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

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

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

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

16.14     INCOMPETENT.  If the Committee determines in its discretion that a
          benefit under this Plan is to be paid to a minor, a person declared
          incompetent or to a person incapable of handling the disposition of
          that person's property, the Committee may direct payment of such
          benefit to the guardian, legal representative or person having the
          care and custody of such minor, incompetent or incapable person.  The
          Committee may require proof of minority, incompetence, incapacity or


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UTILICORP UNITED INC.
Capital Accumulation Plan
MASTER PLAN DOCUMENT
===============================================================================

          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.

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

16.16     DISTRIBUTION IN THE EVENT OF TAXATION.

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

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

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

16.18     LEGAL FEES TO ENFORCE RIGHTS AFTER CHANGE IN CONTROL.  The Company and
          each Employer is aware that upon the occurrence of a Change in
          Control, the Board or the board of directors of a Participant's
          Employer (which might then be composed of new members) or a
          shareholder of the Company or the Participant's Employer, or of any

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UTILICORP UNITED INC.
Capital Accumulation Plan
MASTER PLAN DOCUMENT
===============================================================================

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

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

                                        "Company"
                                        UtiliCorp United Inc.,
                                        a Delaware corporation


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





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