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                                UTILICORP UNITED INC.

                        SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                                 AMENDED AND RESTATED

                              EFFECTIVE JANUARY 1, 1998

<PAGE>

                              TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                          PAGE
                                                                          ----
<S>                                                                       <C>
ARTICLE I - DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . .  1
     1.01 Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
     1.02 Change in Control. . . . . . . . . . . . . . . . . . . . . . .  1
     1.03 Claimant . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
     1.04 Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
     1.05 Committee. . . . . . . . . . . . . . . . . . . . . . . . . . .  2
     1.06 Company. . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
     1.07 Employer(s)  . . . . . . . . . . . . . . . . . . . . . . . . .  2
     1.08 Participant. . . . . . . . . . . . . . . . . . . . . . . . . .  2
     1.09 Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
     1.10 SERP Benefit . . . . . . . . . . . . . . . . . . . . . . . . .  2

ARTICLE II - ELIGIBILITY . . . . . . . . . . . . . . . . . . . . . . . .  2
     2.01 Selection by Committee . . . . . . . . . . . . . . . . . . . .  2

ARTICLE III - VESTING. . . . . . . . . . . . . . . . . . . . . . . . . .  3
     3.01 Vesting in Benefits. . . . . . . . . . . . . . . . . . . . . .  3
     3.02 Change in Control. . . . . . . . . . . . . . . . . . . . . . .  3

ARTICLE IV - BENEFITS. . . . . . . . . . . . . . . . . . . . . . . . . .  3
     4.01 Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . .  3
     4.02 Payment of Benefits. . . . . . . . . . . . . . . . . . . . . .  3
     4.03 Committee Discretion . . . . . . . . . . . . . . . . . . . . .  4
     4.04 Withholding and Payroll Taxes. . . . . . . . . . . . . . . . .  4
     4.05 Benefits on Death. . . . . . . . . . . . . . . . . . . . . . .  4

ARTICLE V - TERMINATION AND AMENDMENT. . . . . . . . . . . . . . . . . .  4
     5.01 Termination. . . . . . . . . . . . . . . . . . . . . . . . . .  4
     5.02 Amendment. . . . . . . . . . . . . . . . . . . . . . . . . . .  5

ARTICLE VI - OTHER BENEFITS AND AGREEMENTS . . . . . . . . . . . . . . .  5
     6.01 Coordination with Other Benefits.. . . . . . . . . . . . . . .  5
     6.02 Reduction in SERP Benefits . . . . . . . . . . . . . . . . . .  5

ARTICLE VII - ADMINISTRATION OF THE PLAN . . . . . . . . . . . . . . . .  6
     7.01 Committee Duties . . . . . . . . . . . . . . . . . . . . . . .  6
     7.02 Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . .  6
     7.03 Binding Effect of Decisions. . . . . . . . . . . . . . . . . .  6
     7.04 Indemnity of Committee . . . . . . . . . . . . . . . . . . . .  6
     7.05 Employer Information . . . . . . . . . . . . . . . . . . . . .  6


                                      i
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ARTICLE VIII - CLAIMS PROCEDURES . . . . . . . . . . . . . . . . . . . .  6
     8.01 Presentation of Claim. . . . . . . . . . . . . . . . . . . . .  6
     8.02 Notification of Decision . . . . . . . . . . . . . . . . . . .  7
     8.03 Review of a Denied Claim . . . . . . . . . . . . . . . . . . .  7
     8.04 Decision on Review . . . . . . . . . . . . . . . . . . . . . .  7
     8.05 Legal Action . . . . . . . . . . . . . . . . . . . . . . . . .  8

ARTICLE IX - MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . .  8
     9.01 Unsecured General Creditor . . . . . . . . . . . . . . . . . .  8
     9.02 Employer's Liability . . . . . . . . . . . . . . . . . . . . .  8
     9.03 Nonassignability . . . . . . . . . . . . . . . . . . . . . . .  8
     9.04 Not a Contract of Employment . . . . . . . . . . . . . . . . .  8
     9.05 Furnishing Information . . . . . . . . . . . . . . . . . . . .  9
     9.06 Terms. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  9
     9.07 Captions . . . . . . . . . . . . . . . . . . . . . . . . . . .  9
     9.08 Governing Law. . . . . . . . . . . . . . . . . . . . . . . . .  9
     9.09 Validity . . . . . . . . . . . . . . . . . . . . . . . . . . .  9
     9.10 Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . .  9
     9.11 Successors . . . . . . . . . . . . . . . . . . . . . . . . . . 10
     9.12 Spouse's Interest. . . . . . . . . . . . . . . . . . . . . . . 10
     9.13 Incompetent. . . . . . . . . . . . . . . . . . . . . . . . . . 10
     9.14 Court Order. . . . . . . . . . . . . . . . . . . . . . . . . . 10
     9.15 Distribution in the Event of Taxation. . . . . . . . . . . . . 10
</TABLE>


                                      ii

<PAGE>

                                UTILICORP UNITED INC.
                        SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                                 AMENDED AND RESTATED
                              EFFECTIVE JANUARY 1, 1998

                                       PURPOSE

     The purpose of this Plan (formerly known as the "UtiliCorp United Inc. 
Excess Benefit Plan") is to provide specified benefits to a select group of 
management and highly compensated employees of UtiliCorp United Inc., a 
Delaware corporation, and its subsidiaries, if any, that sponsor this Plan.  
This Plan shall be unfunded for tax purposes and for purposes of Title I of 
ERISA.

                               ARTICLE I - DEFINITIONS

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

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

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

          (1)  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;

          (2)  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;

          (3)  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;


<PAGE>

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

          (5)  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.

     1.03 "Claimant" shall have the meaning set forth in Section 8.1.

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

     1.05 "Committee" shall mean the Committee described in Article 7.

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

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

     1.08 "Participant" shall mean any employee who is a participant in the
          Retirement Income Plan and who is selected to participate in the Plan
          by the Committee.

     1.09 "Plan" shall mean this restated Supplemental Executive Retirement 
          Plan (formerly known as the "UtiliCorp United Inc. Excess Benefit 
          Plan"). The Plan was originally adopted effective as of July 1, 
          1986, and was thereafter amended and restated in its entirety 
          effective as of May 1, 1991.  This restatement is effective as of 
          January 1, 1998.

     1.10 "SERP Benefit" shall mean the benefit payable to a Participant
          determined under Section 4.01.

                               ARTICLE II - ELIGIBILITY

     2.01 SELECTION BY COMMITTEE.  Participation in the Plan shall be 
          limited to a select group of management and highly compensated 
          employees of the Employers.  From that group, the Committee shall 
          select, in its sole discretion, employees to participate in the 
          Plan.


                                      2
<PAGE>

                                ARTICLE III - VESTING

     3.01 VESTING IN BENEFITS.  Each Participant shall be 100% vested in his 
          SERP Benefit upon the completion of five (5) years of service, or 
          the termination of employment after attaining age 55.  If a 
          Participant terminates employment prior to completing five (5) 
          years of service or prior to attaining age 55, he shall be 0% 
          vested in his SERP Benefit.

     3.02 CHANGE IN CONTROL.  Notwithstanding Section 3.1 or any other 
          provision in this Plan that could interpreted to the contrary, in 
          the event of a Change in Control, a Participant's SERP Benefit 
          shall immediately become 100% vested (if it is not already vested 
          in accordance Section 3.01 above).

                                ARTICLE IV - BENEFITS

     4.01 BENEFITS.  The benefit payable to a Participant under this Plan shall
          be equal to (A) minus (B), where:

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

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

     4.02 PAYMENT OF BENEFITS.  Payments of vested SERP Benefits shall be made
          in the same manner and at the same time that benefits under the
          Retirement Income Plan are payable, determined in accordance with the
          elections made by the Participant and in accordance with the
          applicable assumptions and actuarial adjustments set forth in the
          Retirement Income Plan; provided that if a Participant elects to
          receive his benefits in a form of payment under the Retirement Income
          Plan which provides death benefits to a non-spouse beneficiary, the
          Participant's SERP Benefit shall be paid in monthly installments for
          the life of the Participant only and shall terminate upon his death.


                                      3
<PAGE>

     4.03 COMMITTEE DISCRETION.  Upon the request of a Participant, the 
          Committee, in its sole discretion and consistent with its 
          established procedures and rules, may consider other forms of 
          vested SERP Benefit payments, or the timing of vested SERP Benefit 
          payments, as it deems necessary and prudent under the circumstances.

     4.04 WITHHOLDING AND PAYROLL TAXES.  The Employers, to the extent 
          required by applicable law, shall withhold from any and all 
          benefits made under this Article 4, all federal, state and local 
          income, employment and other taxes required to be withheld by the 
          Employer in connection with the benefits hereunder, in amounts to 
          be determined in the sole discretion of the Employer.

     4.05 BENEFITS ON DEATH.  If a spousal death benefit is payable under the
          Retirement Income Plan with respect to a Participant, a spousal death
          benefit shall also be payable under this Plan.  The spousal death
          benefit under this Plan shall be equal to (A) minus (B), where:

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

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

          Any spousal death benefits payable under this Plan shall be paid in 
          the same manner and at the same time that death benefits are paid 
          to the Participant's spouse under the Retirement Income Plan.  If a 
          Participant has no surviving spouse, the benefits remaining under 
          the Plan shall be forfeited.

                        ARTICLE V - TERMINATION AND AMENDMENT

     5.01 TERMINATION.  Each Employer reserves the right to terminate the 
          Plan at any time with respect to its participating employees by the 
          actions of its board of directors.


                                      4
<PAGE>

          The termination of the Plan shall not adversely affect any 
          Participant or his or her 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 payments by paying the Actuarial Value of such 
          payments.  For all other Participants, upon the termination of the 
          Plan, all Plan Agreements shall terminate and the Actuarial Value 
          of a Participant's vested SERP Benefit shall be paid out in a lump 
          sum.

     5.02 AMENDMENT.  Any Employer may, at any time, amend or modify the Plan 
          in whole or in part with respect to its participating employees by 
          the actions of its board of directors; provided, however, that no 
          amendment or modification shall be effective to decrease or 
          restrict a Participant's then vested SERP Benefit, determined on an 
          Actuarial Equivalent basis.  The amendment or modification of the 
          Plan shall not affect any Participant or his or her Beneficiary who 
          has become entitled to the payment of benefits under the Plan as of 
          the date of the amendment or modification; provided, however, that 
          the Employer shall have the right to accelerate installment 
          payments by paying the Actuarial Value of such payments in a lump 
          sum or the Actuarial Equivalent in some other accelerated form of 
          payment.

                      ARTICLE VI - OTHER BENEFITS AND AGREEMENTS

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

     6.02 REDUCTION IN SERP BENEFITS.  Notwithstanding any provision in this 
          Plan that may be interpreted to the contrary, the SERP Benefit 
          payable to any Participant hereunder shall be reduced by the 
          equivalent monthly lifetime benefit payable to such Participant 
          under any other supplemental retirement agreement or plan with his 
          Employer.  If the benefit under such other retirement plan or 
          agreement is payable in the form of a lump sum, such benefit shall 
          be converted to a monthly lifetime benefit in accordance with the 
          applicable Actuarial Value assumptions set forth in the Retirement 
          Income Plan, for purposes of determining the benefit offset under 
          this Section 6.02.


                                      5
<PAGE>

                       ARTICLE VII - ADMINISTRATION OF THE PLAN

     7.01 COMMITTEE DUTIES.  This Plan shall be administered by a Committee 
          which shall consist of the Board, or such committee as the Board 
          shall appoint.  Members of the Committee may be Participants under 
          this Plan.  The Committee shall also have the discretion and 
          authority to (i) make, amend, interpret and enforce all appropriate 
          rules and regulations for the administration of this Plan and (ii) 
          decide or resolve any and all questions including interpretations 
          of this Plan, as may arise in connection with the Plan.

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

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

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

     7.05 EMPLOYER INFORMATION.  To enable the Committee to perform its 
          functions, each Employer shall supply full and timely information 
          to the Committee on all matters relating to the compensation of its 
          Participants, the date and circumstances of the retirement, 
          disability, death or termination of employment of its Participants, 
          and such other pertinent information as the Committee may 
          reasonably require.

                           ARTICLE VIII - CLAIMS PROCEDURES

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


                                      6
<PAGE>

          occurred.  The claim must state with particularity the 
          determination desired by the Claimant.

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

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

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

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

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

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

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

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

          (i)       may review pertinent documents;

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

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

     8.04 DECISION ON REVIEW.  The Committee shall render its decision on 
          review promptly, and not later than 60 days after the filing of a 
          written request for review of the denial, unless a hearing is held 
          or other special circumstances require additional


                                      7
<PAGE>

          time, in which case the Committee's decision must be rendered 
          within 120 days after such date. Such decision must be written in a 
          manner calculated to be understood by the Claimant, and it must 
          contain:

          (i)       specific reasons for the decision;

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

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

     8.05 LEGAL ACTION.  A Claimant's compliance with the foregoing 
          provisions of this Article 8 is a mandatory prerequisite to a 
          Claimant's right to commence any legal action with respect to any 
          claim for benefits under this Plan.

                              ARTICLE IX - MISCELLANEOUS

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

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

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

     9.04 NOT A CONTRACT OF EMPLOYMENT.  The terms and conditions of this 
          Plan shall not be deemed to constitute a contract of employment 
          between any Employer and the Participant.  Such employment is 
          hereby acknowledged to be an "at will" employment relationship that 
          can be terminated at any time for any reason, with


                                      8
<PAGE>

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

     9.05 FURNISHING INFORMATION.  A Participant or his 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.

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

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

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

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

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

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


                                      9
<PAGE>

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

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

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

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

     9.13 INCOMPETENT. If the Committee determines in its discretion that a 
          benefit under this Plan is to be paid to a minor, a person declared 
          incompetent or to a person incapable of handling the disposition of 
          that person's property, the Committee may direct payment of such 
          benefit to the guardian, legal representative or person having the 
          care and custody of such minor, incompetent or incapable person.  
          The Committee may require proof of minority, incompetency, 
          incapacity or guardianship, as it may deem appropriate prior to 
          distribution of the benefit.  Any payment of a benefit shall be a 
          payment for the account of the Participant and the Participant's 
          Beneficiary, as the case may be, and shall be a complete discharge 
          of any liability under the Plan for such payment amount.

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

     9.15 DISTRIBUTION IN THE EVENT OF TAXATION.  If, for any reason, all or 
          any portion of a Participant's benefit under this Plan becomes 
          taxable to the Participant prior to receipt, a Participant may 
          petition the Committee for a distribution of that portion of his or 
          her benefit that has become taxable.  Upon the grant of such a 
          petition, which grant shall not be unreasonably withheld, 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 vested benefit under the Plan).  If the 
          petition is granted, the tax liability distribution shall be made 
          within 90 days of the date when the Participant's petition
          is granted.  Such a distribution shall affect and reduce the 
          benefits to be paid under this Plan.


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