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                             UTILICORP UNITED INC.

                   SUPPLEMENTAL CONTRIBUTORY RETIREMENT PLAN

                        EFFECTIVE AS OF JANUARY 1, 1998





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UTILICORP UNITED INC.
Supplemental Contributory Retirement Plan
MASTER PLAN DOCUMENT
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<TABLE>
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                               TABLE OF CONTENTS
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<S>                                                                         <C>
Purpose. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4

ARTICLE I Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . .   4

ARTICLE 2 Selection, Enrollment, Eligibility . . . . . . . . . . . . . . . .   8

     2.1 Selection by Committee. . . . . . . . . . . . . . . . . . . . . . .   8
     2.2 Enrollment Requirements.. . . . . . . . . . . . . . . . . . . . . .   8
     2.3 Eligibility; Commencement of Participation. . . . . . . . . . . . .   8
     2.4 Termination of Participation and/or Deferrals.. . . . . . . . . . .   8

ARTICLE 3 Deferral Commitments/Company Matching/Crediting/Taxes. . . . . . .   8

     3.1 Annual Deferral Amounts . . . . . . . . . . . . . . . . . . . . . .   8
     3.2 Election to Defer; Effect of Election Form  . . . . . . . . . . . .   9
     3.3 Withholding of Annual Deferral Amounts. . . . . . . . . . . . . . .   9
     3.4 Company Matching Amount . . . . . . . . . . . . . . . . . . . . . .   9
     3.5 Investment of Trust Assets. . . . . . . . . . . . . . . . . . . . .   9
     3.6 Vesting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
     3.7 Crediting/Debiting of Account Balances. . . . . . . . . . . . . . .  10
     3.8 FICA and Other Taxes. . . . . . . . . . . . . . . . . . . . . . . .  12
     3.9 Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . .  12

ARTICLE 4 Unforeseeable Financial Emergencies; Withdrawal Election . . . . .  12

     4.1 Withdrawal Payout/Suspensions for Unforeseeable Financial
         Emergencies . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
     4.2 Withdrawal Election . . . . . . . . . . . . . . . . . . . . . . . .  13

ARTICLE 5 Retirement Benefit . . . . . . . . . . . . . . . . . . . . . . . .  13

     5.1 Retirement Benefit. . . . . . . . . . . . . . . . . . . . . . . . .  13
     2.1 Payment of Retirement Benefit . . . . . . . . . . . . . . . . . . .  13
     5.3 Death Prior to Completion of Retirement Benefit . . . . . . . . . .  13

ARTICLE 6 Pre-Retirement Survivor Benefit. . . . . . . . . . . . . . . . . .  14

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

ARTICLE 7 Termination Benefit. . . . . . . . . . . . . . . . . . . . . . . .  14

     7.1 Termination Benefit . . . . . . . . . . . . . . . . . . . . . . . .  14

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     7.2 Payment of Termination Benefit. . . . . . . . . . . . . . . . . . .  14

ARTICLE 8 Disability Waiver and Benefit. . . . . . . . . . . . . . . . . . .  15

     8.1 Disability Waiver . . . . . . . . . . . . . . . . . . . . . . . . .  15
     8.2 Continued Eligibility; Disability Benefit . . . . . . . . . . . . .  15

ARTICLE 9 Beneficiary Designation. . . . . . . . . . . . . . . . . . . . . .  15

     9.1 Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
     9.2 Beneficiary Designation; Change . . . . . . . . . . . . . . . . . .  15
     9.3 Acknowledgement . . . . . . . . . . . . . . . . . . . . . . . . . .  16
     9.4 No Beneficiary Designation. . . . . . . . . . . . . . . . . . . . .  16
     9.5 Doubt as to Beneficiary . . . . . . . . . . . . . . . . . . . . . .  16
     9.6 Discharge of Obligations. . . . . . . . . . . . . . . . . . . . . .  16

ARTICLE 10 Leave of Absence. . . . . . . . . . . . . . . . . . . . . . . . .  16

     10.1 Paid Leave of Absence. . . . . . . . . . . . . . . . . . . . . . .  16
     10.2 Unpaid Leave of Absence. . . . . . . . . . . . . . . . . . . . . .  16

ARTICLE 11 Termination, Amendment or Modification. . . . . . . . . . . . . .  16

     11.1 Termination. . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
     11.2 Amendment. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
     11.3 Plan Agreement . . . . . . . . . . . . . . . . . . . . . . . . . .  17
     11.4 Effect of Payment. . . . . . . . . . . . . . . . . . . . . . . . .  17

ARTICLE 12 Administration. . . . . . . . . . . . . . . . . . . . . . . . . .  17

     12.1 Committee Duties . . . . . . . . . . . . . . . . . . . . . . . . .  17
     12.2 Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
     12.3 Binding Effect of Decisions. . . . . . . . . . . . . . . . . . . .  18
     12.4 Indemnity of Committee . . . . . . . . . . . . . . . . . . . . . .  18
     12.5 Employer Information . . . . . . . . . . . . . . . . . . . . . . .  18

ARTICLE 13 Other Benefits and Agreements . . . . . . . . . . . . . . . . . .  18

     13.1 Coordination with Other Benefits . . . . . . . . . . . . . . . . .  18

ARTICLE 14 Claims Procedures . . . . . . . . . . . . . . . . . . . . . . . .  18

     14.1 Presentation of Claim. . . . . . . . . . . . . . . . . . . . . . .  18
     14.2 Notification of Decision . . . . . . . . . . . . . . . . . . . . .  18
     14.3 Review of a Denied Claim . . . . . . . . . . . . . . . . . . . . .  19

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     14.4 Decision on Review . . . . . . . . . . . . . . . . . . . . . . . .  19
     14.5 Legal Action . . . . . . . . . . . . . . . . . . . . . . . . . . .  19

ARTICLE 15 Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19

     15.1 Establishment of the Trust . . . . . . . . . . . . . . . . . . . .  19
     15.2 Interrelationship of the Plan and the Trust. . . . . . . . . . . .  20
     15.3 Distributions From the Trust . . . . . . . . . . . . . . . . . . .  20

ARTICLE 16 Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . .  20

     16.1 Status of Plan . . . . . . . . . . . . . . . . . . . . . . . . . .  20
     16.2 Unsecured General Creditor . . . . . . . . . . . . . . . . . . . .  20
     16.3 Employer's Liability . . . . . . . . . . . . . . . . . . . . . . .  20
     16.4 Nonassignability . . . . . . . . . . . . . . . . . . . . . . . . .  20
     16.5 Not a Contract of Employment . . . . . . . . . . . . . . . . . . .  20
     16.6 Furnishing Information . . . . . . . . . . . . . . . . . . . . . .  20
     16.7 Terms. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
     16.8 Captions . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
     16.9 Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . . .  21
     16.10 Notice. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
     16.11 Successors. . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
     16.12 Spouse's Interest . . . . . . . . . . . . . . . . . . . . . . . .  21
     16.13 Validity. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
     16.14 Incompetent . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
     16.15 Court Order . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
     16.16 Distribution in the Event of Taxation . . . . . . . . . . . . . .  22
     16.17 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
     16.18 Legal Fees To Enforce Rights After Change in Control. . . . . . .  22
</TABLE>
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                                UTILICORP UNITED INC.

                      SUPPLEMENTAL CONTRIBUTORY RETIREMENT PLAN

                              EFFECTIVE JANUARY 1, 1998

                                       PURPOSE 

      The purpose of this Plan is to provide specified benefits to 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.  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 sum of (i) the Deferral 
      Account balance and (ii) the vested Company Matching 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 Company Matching Amount" for any one Plan Year shall be the 
      amount determined in accordance with Section 3.4.

1.3   "Annual Deferral Amount" shall mean that portion of a Participant's 
      Base Annual Salary 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 Salary" shall mean the 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).  Except as otherwise provided in this sentence, Base Annual 
      Salary shall be calculated before reduction for compensation 
      voluntarily deferred or 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 (i) 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 Employee; and (ii) Base Annual Salary 
      shall be calculated after reduction for compensation voluntarily 
      deferred or contributed by the Participant pursuant to the UtiliCorp 
      United Inc. Capital Accumulation Plan.

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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   "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 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.

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

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

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

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

1.13  "Company Matching Account" shall mean with respect to each Participant, 
      (i) the amount credited to the Participant's "deferred benefit 
      account(s)" 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 sum of all of a Participant's Company Matching Amounts 
      attributable to amounts deferred under this restatement, plus (iii) 
      amounts credited in accordance with all the applicable crediting 
      provisions of this Plan that relate to the Participant's Company 
      Matching Account, less (iv) all distributions made to the Participant 
      or his or her Beneficiary pursuant to this Plan that relate to the 
      Participant's Company Matching Account.

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1.14  "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 3.7 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.

1.15  "Deferral Account" shall mean with respect to each Participant, (i) the 
      amount credited to the Participant's "deferred benefit account(s)" 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 sum of 
      all of a Participant's Annual Deferral Amounts attributable to amounts 
      deferred under this restatement, plus (iii) amounts credited in 
      accordance with all the applicable crediting 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.  

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

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

1.18  "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.

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

1.20  "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.

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

1.22  "401(k) Plan" shall be that certain UtiliCorp United Inc. Retirement 
      Investment Plan, formerly known as the UtiliCorp Restated Savings Plan, 
      adopted by the Company.

1.23  "Maximum 401(k) Amount" with respect to a Participant, shall be the 
      maximum amount of elective contributions that can be made by such 
      Participant, consistent with Code Section 402(g) and the limitations of 
      Code Section 401(k)(3), for a given plan year under the 401(k) Plan.

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1.24  "Participant" shall mean any Employee (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.

1.25  "Plan" shall mean the Company's Supplemental Contributory Retirement 
      Plan, which shall be evidenced by this instrument and by each Plan 
      Agreement, as they may be amended from time to time.

1.26  "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 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.

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

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

1.29  "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 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 shall 
      be redetermined effective as of January 1 of each year by dividing the 
      Participant's remaining 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.

1.30  "Retirement", "Retire(s)" or "Retired" shall mean, with respect to 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).

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

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

1.33  "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.

1.34  "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.

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1.35  "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.

1.36  "Years of Service" for a Participant shall mean the total number of 
      full years of "Vesting Service" a Participant has earned under the 
      terms of the 401(k) Plan.

                                     ARTICLE 2
                                          
                         SELECTION, ENROLLMENT, ELIGIBILITY
                                          
2.1   SELECTION BY COMMITTEE. Participation in the Plan shall be limited to a 
      select group of management and highly compensated Employees of the 
      Employers, as determined by the Committee in its sole discretion. From 
      that group, the Committee shall select, in its sole discretion, 
      Employees to participate in the Plan.

2.2   ENROLLMENT REQUIREMENTS.   As a condition to participation, each 
      selected Employee 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 
      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 shall commence participation in the Plan on 
      the first day of the month following the month in which the Employee 
      completes all enrollment requirements.  If an Employee fails to meet 
      all such requirements within the period required, in accordance with 
      Section 2.2, that Employee 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.

                                     ARTICLE 3
                                          
               DEFERRAL COMMITMENTS/COMPANY MATCHING/CREDITING/TAXES
                                          
3.1   ANNUAL DEFERRAL AMOUNTS. 

      For each Plan Year, the Annual Deferral Amount for a Participant shall 
      be equal to: (A x B) - C, where: 

          A = the Participant's Base Annual Salary for the Plan Year 

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          B = the contribution percentage elected by the Participant under 
              the 401(k) Plan in effect as of the first day of the deferral 
              period

          C = the Participant's Maximum 401(k) Amount for the Plan Year.

      Notwithstanding the foregoing, the minimum deferral for any Plan Year 
      shall be $1,000 and no amount shall be credited to a Participant's 
      Deferral Account under this Plan for a Plan Year until such Participant 
      has contributed the Maximum 401(k) Amount to the 401(k) Plan.

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 Annual 
      Deferral Amount for a Participant shall be withheld from each regularly 
      scheduled Base Annual Salary payroll in equal amounts, as adjusted from 
      time to time for increases and decreases in Base Annual Salary; 
      provided, however, that no such amount shall be withheld until the 
      Participant has contributed the Maximum 401(k) Amount to the 401(k) 
      Plan for such Plan Year.

3.4   COMPANY MATCHING AMOUNT.   A Participant's Company Matching Amount for 
      any Plan Year shall be equal to one hundred percent (100%) of the 
      Participant's Annual Deferral Amount for such Plan Year, up to an 
      amount that does not exceed six percent (6%) of the Participant's Base 
      Annual Salary, reduced by the amount of any matching contributions made 
      to the 401(k) Plan on his or her behalf for the plan year of the 401(k) 
      Plan that corresponds to the Plan Year.  Company Matching Contributions 
      shall be credited to Participant's Company Matching Accounts at the 
      same time Company Matching Contributions would have been made under the 
      401(k) Plan.

3.5   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.  

3.6   VESTING.

      (a) A Participant shall at all times be 100% vested in his or her 
          Deferral Account.  

      (b) A Participant shall be vested in his or her Company Matching 
          Account as follows: (i) with respect to all benefits under this 
          Plan other than the Termination Benefit, a Participant's vested 
          Company Matching Account shall equal 100% of such Participant's 
          Company Matching Account; and (ii) with respect to the Termination 
          Benefit, a Participant's Company Matching Account shall vest on the 
          basis of the Participant's 

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          Years of Service at the time the Participant experiences a 
          Termination of Employment, in accordance with the following 
          schedule:

<TABLE>
<CAPTION>

               ---------------------------------------------------------
               YEARS OF SERVICE AT DATE OF        VESTED PERCENTAGE OF
                TERMINATION OF EMPLOYMENT       COMPANY MATCHING ACCOUNT
               ---------------------------------------------------------
               <S>                              <C>
                         Less than 1 year                   0%
               ---------------------------------------------------------
               1 year or more, but less than 2             20%
               ---------------------------------------------------------
               2 years or more, but less than 3            40%
               ---------------------------------------------------------
               3 years or more, but less than 4            60%
               ---------------------------------------------------------
               4 years or more, but less than 5            80%
               ---------------------------------------------------------
               5 years or more                            100%
               ---------------------------------------------------------

</TABLE>

      (c) Notwithstanding anything to the contrary contained in this Section 
          3.6, in the event of a Change in Control, a Participant's Company 
          Matching Account shall immediately become 100% vested (if it is not 
          already vested in accordance with the above vesting schedules).

      (d) Notwithstanding subsection (c), the vesting schedule for a 
          Participant's Company Matching Account shall not be accelerated to 
          the extent that the Committee determines that such acceleration 
          would cause the deduction limitations of Section 280G of the Code 
          to become effective.  In the event that all of a Participant's 
          Company Matching Account is not vested pursuant to such a 
          determination, the Participant may request independent verification 
          of the Committee's calculations with respect to the application of 
          Section 280G.  In such case, the Committee must provide to the 
          Participant within 15 business days of such a request an opinion 
          from a nationally recognized accounting firm selected by the 
          Participant (the "Accounting Firm").  The opinion shall state the 
          Accounting Firm's opinion that any limitation in the vested 
          percentage hereunder is necessary to avoid the limits of Section 
          280G and contain supporting calculations.  The cost of such opinion 
          shall be paid for by the Company.

3.7   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 FOR DEFERRAL ACCOUNT BALANCE.  Except 
          as provided in Section 3.7(f) or otherwise provided 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 3.7(c) below) to be used to determine the additional 
          amounts to be credited to his or her Deferral 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.  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 
          Deferral Account balance, or to change the percentage of his or her 
          Deferral 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.

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      (b) PROPORTIONATE ALLOCATION.  In making any election described in 
          Section 3.7(a) above, the Participant shall specify on the Election 
          Form, in increments of one percentage point (1%), the percentage of 
          his or her Deferral 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 Deferral 
          Account balance).

      (c) MEASUREMENT FUNDS.  Except as otherwise provided in Section 3.7(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:

          (1)  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);

          (2)  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);

          (3)  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);

          (4)  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

          (5)  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 Deferral 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) a Participant's Company Matching Account 
          balance were invested in the Company Stock Fund, as of the close of 
          business on the first business day of such calendar quarter, at the 
          closing price on such date; (iii) 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 business 
          day of the calendar quarter in which such amounts are actually 
          deferred from the Participant's Base Annual Salary through 
          reductions in his or her payroll, at the closing price on such 
          date; and (iv) 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 business day of the 
          calendar quarter of the distribution, at the closing price on such 
          date.  The 

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          Participant's Annual Company Matching Amount shall be credited, in 
          whole or in part, to his or her Company Matching Account for 
          purposes of this Section 3.7(d) at such time(s) such Amount would 
          have been credited to the 401(k) Plan, had such Amount been 
          credited as a matching contribution to the 401(k) Plan.

      (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) INVESTMENT OF COMPANY MATCHING AMOUNTS.  Notwithstanding any other 
          provisions of this Plan that may be interpreted to the contrary, 
          the Participant's Company Matching Amounts shall be deemed invested 
          in the Company Stock Fund at all times such amounts are credited to 
          his or her Account Balance.

3.8   FICA AND OTHER TAXES. 

      (a) ANNUAL DEFERRAL AMOUNTS.  For each Plan Year in which an Annual 
          Deferral Amount is being withheld from a Participant, the 
          Participant's Employer(s) shall withhold from that portion of the 
          Participant's Base Annual Salary 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 and 
          Plan earnings, as applicable.  If necessary, the Committee may 
          reduce the Annual Deferral Amount in order to comply with this 
          Section 3.8.

      (b) COMPANY MATCHING AMOUNTS.  When a participant becomes vested in a 
          portion of his or her Company Matching Account, the Participant's 
          Employer(s), to the extent required by applicable law, shall 
          withhold from the Participant's Base Annual Salary that is not 
          deferred, in a manner determined by the Employer(s), the 
          Participant's share of FICA and other employment taxes.  If 
          necessary, the Committee may reduce the vested portion of the 
          Participant's Company Matching Account in order to comply with this 
          Section 3.8, which reduction may subject the Participant to 
          additional taxes.  

3.9   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. 

                                     ARTICLE 4 
                                          
               UFORESEEABLE FNANCIAL EMERGENCIES; WITHDRAWAL ELECTION
                                          
4.1   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 

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MASTER PLAN DOCUMENT
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      be made by the Participant 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 4.1 shall not 
      be subject to the Deduction Limitation.

4.2   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.

                                     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.

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 

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      by the Beneficiary and allowed in the sole discretion of the Committee, 
      that is equal to the Participant's unpaid remaining Account Balance.

                                     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.

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 over 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.

                                          
                                     ARTICLE 7 
                                          
                                TERMINATION BENEFIT
                                          
7.1   TERMINATION BENEFIT.   Subject to the Deduction Limitation, the 
      Participant shall receive a Termination Benefit, which shall be equal 
      to the Participant's Account Balance if a Participant experiences a 
      Termination of Employment prior to his or her Retirement, death or 
      Disability.

7.2   PAYMENT OF TERMINATION BENEFIT.   The Termination Benefit shall be paid 
      in a lump sum.  The lump sum payment  shall be made, or installment 
      payments shall commence, 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.

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                                   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 Salary
          for the Plan Year during which the Participant first suffers a 
          Disability.  During the period of Disability, the Participant shall 
          not be allowed to 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, or in the service of an Employer 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.

                                     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.

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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.

                                    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, 

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      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
      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.

                                     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 

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      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.

                                     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) a reasonable 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

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      (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;

          (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 which
          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.

                                      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
      and Company Matching 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.

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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.

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 

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      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.

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
      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.

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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
      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.

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