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                            UTILICORP UNITED INC.

                          CAPITAL ACCUMULATION PLAN

                       EFFECTIVE AS OF JANUARY 1, 1998






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UTILICORP UNITED INC.
Capital Accumulation Plan
MASTER PLAN DOCUMENT
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                            UTILICORP UNITED INC.
                          CAPITAL ACCUMULATION PLAN
                       EFFECTIVE AS OF JANUARY 1, 1998

                                   PURPOSE

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


                                  ARTICLE 1
                                 DEFINITIONS

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

1.18 "Disability" shall mean a period of disability during which a Participant
     qualifies for permanent disability benefits under the Participant's
     Employer's long-term disability plan, or, 


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

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

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

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

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

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

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

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

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

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

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


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     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.

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

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

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

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

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

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

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

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

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


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

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

                                  ARTICLE 2
                      SELECTION, ENROLLMENT, ELIGIBILITY

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

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

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

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


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                                      ARTICLE 3
                         DEFERRAL COMMITMENTS/CREDITING/TAXES

3.1  DEFERRALS.

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

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

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

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

3.2  ELECTION TO DEFER; EFFECT OF ELECTION FORM.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                       ARTICLE 4
               SHORT-TERM PAYOUT; UNFORESEEABLE FINANCIAL EMERGENCIES;
                                 WITHDRAWAL ELECTION

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

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

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

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

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     Termination Benefit, or the amount reasonably needed to satisfy
     the Unforeseeable Financial Emergency.  If, subject to the sole discretion
     of the Committee, the petition for a suspension and/or payout is approved,
     suspension shall take effect upon the date of approval and any payout shall
     be made within 60 days of the date of approval.  The payment of any amount
     under this Section 4.3 shall not be subject to the Deduction Limitation. 
     For purposes of calculating a payout under this Section 4.4, the rate of
     interest shall be the Crediting Rate, which rate shall be treated as the
     nominal rate for crediting interest.

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

                                       ARTICLE 5
                                  RETIREMENT BENEFIT

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

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

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

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

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

                                      ARTICLE 6
                           PRE-RETIREMENT SURVIVOR BENEFIT

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

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

6.3  QUARTERLY INSTALLMENT METHOD FOR MOODY'S ACCOUNT BALANCE. Notwithstanding
     any other provision of this Plan, if the Participant or the Committee has
     elected the Quarterly Installment Method as set forth in Section 6.2,
     amounts in the Moody's Account Balance 

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

                                      ARTICLE 7
                                 TERMINATION BENEFIT

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

                                      ARTICLE 8
                            DISABILITY WAIVER AND BENEFIT

8.1  DISABILITY WAIVER

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

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

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

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

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                                      ARTICLE 9
                               BENEFICIARY DESIGNATION

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

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

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

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

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

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

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                                  ARTICLE 10
                               LEAVE OF ABSENCE

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

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

                                      ARTICLE 11
                        TERMINATION, AMENDMENT OR MODIFICATION

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


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     of the Plan shall not adversely affect any Participant or Beneficiary who
     has become entitled to the payment of any benefits under the Plan as of 
     the date of termination; provided however, that the Employer shall have 
     the right to accelerate installment payments without a premium or 
     prepayment penalty by paying the Account Balance in a lump sum or pursuant
     to a Quarterly Installment Method using fewer quarters (provided that the 
     present value of all payments that will have been received by a Participant
     at any given point of time under the different payment schedule shall equal
     or exceed the present value of all payments that would have been received 
     at that point in time under the original payment schedule).

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

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

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

11.5 INTEREST RATE IN THE EVENT OF A CHANGE IN CONTROL.  If a Change in Control
     occurs, the applicable interest rate to be used in determining a
     Participant's benefit in connection with a Termination of Employment after
     the Change in Control, or a Plan termination, amendment or modification
     under Sections 11.1 and 11.2, shall be, solely for amounts (i) allocated to
     the 


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

                                   ARTICLE 12
                                 ADMINISTRATION

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

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

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

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

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


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                                   ARTICLE 13
                         OTHER BENEFITS AND AGREEMENTS

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

                                   ARTICLE 14
                               CLAIMS PROCEDURES

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

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

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

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

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

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


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          (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.


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                                  ARTICLE 15
                                     TRUST

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

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

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

                                   ARTICLE 16
                                  MISCELLANEOUS

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

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


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

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

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

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

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


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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, 


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MASTER PLAN DOCUMENT
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      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.

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 


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      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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MASTER PLAN DOCUMENT
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                               TABLE OF CONTENTS

Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1

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

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

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

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

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

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


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

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

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

ARTICLE 9   Beneficiary Designation . . . . . . . . . . . . . . . . . . . 17
      9.1   Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . 17
      9.2   Beneficiary Designation; Change . . . . . . . . . . . . . . . 17
      9.3   Acknowledgment. . . . . . . . . . . . . . . . . . . . . . . . 17
      9.4   No Beneficiary Designation. . . . . . . . . . . . . . . . . . 17
      9.5   Doubt as to Beneficiary . . . . . . . . . . . . . . . . . . . 17
      9.6   Discharge of Obligations. . . . . . . . . . . . . . . . . . . 17

ARTICLE 10  Leave of Absence. . . . . . . . . . . . . . . . . . . . . . . 18
      10.1  Paid Leave of Absence . . . . . . . . . . . . . . . . . . . . 18
      10.2  Unpaid Leave of Absence . . . . . . . . . . . . . . . . . . . 18

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

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

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


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

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

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


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