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Exhibit 10(a)(3)

                              AMENDED AND RESTATED
                                (August 4, 1998)

                              UTILICORP UNITED INC.

                       ANNUAL AND LONG-TERM INCENTIVE PLAN

INTRODUCTION:                The following sets forth the Annual and Long-Term
                             Incentive Plan for UtiliCorp United Inc. which
                             amends and restates the Annual Incentive Plan
                             effective January 1, 1986 and expands it to include
                             the Long-Term Incentive Plan, effective as of
                             January 1, 1994. This Plan has been further amended
                             effective February 3, 1998, and August 4, 1998.

(A)      PLAN PURPOSES

         The key purposes of the Plan are as set forth below.

         1.       To encourage and reward both annual and long-term sustained
                  performance above the level of performance that would be
                  expected at a fully competent level, thereby enabling the
                  Company to continue to provide outstanding service to its
                  ratepayers and other customers while enhancing the value of
                  the Company for its stockholders.

         2.       Further, to provide competitive levels of cash compensation
                  for key employees to assure the Company of the necessary
                  talent for future success, and to directly link a significant
                  portion of such compensation to those performance results most
                  directly impacted by such key employees.

         3.       Further, to permit the payment of a significant portion of the
                  Plan awards on a deferred basis with appropriate vesting
                  requirements to assist the Company in retaining the services
                  of key employees and, by using Restricted Stock for such
                  deferral, to enhance the ownership interest of key employees
                  for the benefit of Company stockholders.

(B)      DEFINITIONS

         1. "Annual Award" shall mean the payment received annually by a Plan
            Participant whether paid in cash or shares of Restricted Stock as
            described in Section (F) below.

         2. "Award" shall mean the payment of an Annual Award or Long-Term
            Award.

         3. "Board" shall mean the Board of Directors of the Company.

         4. "Committee" shall mean the Compensation Committee of the Board.


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         5. "Company" shall mean UtiliCorp United Inc., and its divisions,
            subsidiaries and affiliated organizations approved for
            participation.
         6. "Designated Beneficiary" shall mean the person, or persons as
            elected by the Participant (or designated by the Company in the
            absence of such election) to receive any payments, whether in cash
            or shares of Restricted Stock due from the Plan in the event of a
            Participant's death.

         7. "Discretionary Annual Award" shall have the meaning described in
            Section (F), below.

         8. "Discretionary Annual Award Pools" shall have the meaning set out in
            Section (F), below.

         9. "Long-Term Award" shall mean the payment received hereunder, either
            in cash and/or shares of Restricted Stock following completion of a
            Long-Term Award Cycle.

         10. "Long-Term Award Cycle" shall mean a period of three or more
            consecutive calendar years during which cumulative Performance
            Awards are set.

         11. "Effective Date" shall mean January 1, 1994.

         12. "Participant" or "Plan Participant" shall mean a key managerial,
            professional or technical employee approved for Plan membership by
            the Board (or the Committee) with respect to any Plan Year.

         13. "Performance Goals" shall have the meaning set forth in Paragraphs
            (F) and (H) below.

         14. "Plan" shall mean the UtiliCorp United Inc. Annual and Long-Term
            Incentive Plan as described herein or amended hereafter.

         15. "Plan Year" shall mean January 1 through December 31, the calendar
            year, which corresponds with the Company's fiscal year.

         16. "Restricted Stock" shall mean shares of the Company's common stock
            awarded to Participants under the UtiliCorp United Inc. 1986 Stock
            Incentive Plan or any successor plan providing for the grant of
            Restricted Stock.

(C)      PLAN ADMINISTRATION

         1. The Company shall be responsible for the general administration of
            the Plan.


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         2. The Board or, at the Board's direction, the Committee shall be
responsible for monitoring the ongoing use of the Plan and shall:

                  (a) review Company recommendations with respect to all
                      necessary actions;

                  (b) review Company recommendations for any amendments to the
                      Plan; and

                  (c) approve all Annual Awards and Long-Term Awards under the
                      Plan and monitor the use of Discretionary Annual Award
                      Pools.

(D)      BOARD (OR COMMITTEE) POWERS

         1.       The Board, acting upon the advice and counsel of the
                  Committee, or the Committee itself if so empowered by the
                  Board, shall have the following powers with respect to the
                  Plan.

                  (a)      Annual approval of: Participants; opportunity levels;
                           the basis of Awards; and the method of payment for
                           such Awards including the use and content of written
                           agreements for Restricted Stock Awards.

                  (b)      The right to review, amend, and authorize any
                           Performance Goals or other factors used to determine
                           Annual Awards, Long-Term Awards and the Discretionary
                           Annual Award Pools for any division or unit of the
                           Company as described in Section (F) below.

                  (c)      The right to retroactively adjust any aspect of the
                           Plan for an already completed or ongoing Plan Year if
                           in the Board's (or Committee's) judgment significant
                           events outside of the control of Plan Participants
                           have occurred which require such adjustment if the
                           Plan is to effectively serve its purposes.

                  (d)      The right to receive an annual summary of all Awards
                           paid for each Plan Year and pertinent information
                           with respect to all Restricted Stock Awards, plus
                           such other information as it may reasonably request.

                  (e)      The right to amend or discontinue the Plan at any
                           time if such action is deemed to be in the best
                           interests of the Company, its ratepayers and its
                           stockholders. In such event an appropriate and
                           equitable resolution of Awards in the process of
                           being earned during a Plan Year shall be made.

(E)      PLAN PARTICIPATION

         1.       Each Plan Year all full-time employees shall be eligible to
                  participate in the Plan with respect to the receipt of
                  Discretionary Annual Awards pursuant to Section (F) below.


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         2.       With respect to Annual Awards and Long-Term Awards pursuant to
                  Section (F) below, participation shall be limited to those
                  managerial, professional, or technical employees who are key
                  employees approved for participation by the Committee.

         3.       To the extent separate incentive arrangements are established
                  for various divisions or units of the Company, participation
                  may include the eligibility for an Annual Award or Long-Term
                  Award from one or more of such separate arrangements as the
                  Board (or Committee) may determine.

         4.       Participation for an Annual Award or Long-Term Award in one
                  Plan Year does not automatically qualify an employee for
                  participation in subsequent years nor does participation in a
                  separate incentive arrangement for one division or unit
                  automatically qualify an employee for participation in any
                  other such arrangements.

         5.       Subject to special action by the Board (or Committee) pursuant
                  to subsection (6) below, participation for otherwise eligible
                  employees whose status changes during a Plan Year shall be
                  determined by the Chief Executive Officer of the Company, in
                  accordance with the following.

                  (a)      VOLUNTARY TERMINATION OF EMPLOYMENT, OR TERMINATION
                           AT THE REQUEST OF THE COMPANY. In such event a
                           Participant shall forfeit all rights to any Award
                           from the Plan for the Plan Year in which such
                           termination occurs.

                  (b)      DEATH, RETIREMENT, OR TOTAL DISABILITY. In such event
                           a Participant (or his or her estate) shall be
                           entitled to a pro-rata Award, if any, for the Plan
                           Year in which such event occurs.

                           (i)      Such Awards shall be determined when all
                                    other Awards are determined for the
                                    applicable Plan Year.

                           (ii)     "Pro-rata" shall mean the Award for the
                                    entire Plan Year multiplied by a fraction
                                    the numerator of which is the Participant's
                                    days of full-time active employment
                                    (counting any days on short-term disability
                                    or salary continuation) during the Plan Year
                                    and denominator of which is 365.

                           (iii)     "Total Disability" shall mean the date of
                                     commencement of payments under the
                                     Company's long-term disability plan
                                     applicable to the Participant.


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                           (iv)     "Retirement" shall mean the cessation of
                                    active employment and the effective date of
                                    normal, later, or early Retirement under the
                                    Company's retirement or pension plan
                                    applicable to the Participant but not a
                                    termination of employment with vested rights
                                    under any such plan.

                  (c)      HIRE OR PROMOTION DURING A PLAN YEAR. Provided such
                           event occurs within the first nine months of any Plan
                           Year participation may be authorized for a pro-rata
                           Annual Award or Long-Term Award subject to Board (or
                           Committee) approval with respect to the opportunity
                           levels and Performance Goals.

                  Actions taken by the Chief Executive Officer of the Company in
                  accordance with the above do not require Board (or Committee)
                  approval.

         6.       Based upon the recommendation of the Company the Board (or
                  Committee) may authorize actions other than those set forth in
                  subsection (5) above to address unusual circumstances.

         7.       Regardless of any other provision of the Plan a Participant
                  whose personal, individual, performance for any Plan Year is
                  determined to be unsatisfactory shall forfeit all rights to an
                  Award for such Plan Year. This determination shall be made by
                  the Chief Executive Officer of the Company with respect to
                  employees not assigned to a specific unit or division and by
                  the chief executive officer of the Participant's division or
                  unit in all other cases, subject to the approval of the Chief
                  Executive Officer of the Company.

(F)      TYPES OF AWARDS

         1.       There are three types of Awards payable under the Plan: a
                  Annual Award, a Long- Term Award and a Discretionary Annual
                  Award.

         2.       Annual Awards and Long-Term Awards are available only to key
                  employees specifically approved as eligible for such Awards
                  and payment with respect thereto shall be based on the
                  achievement of specific Performance Goals established for each
                  Participant.

                  (a)      Performance Goals may be set for the Company as a
                           whole, for each division or unit, or for individual
                           performance criteria.

                  (b)      Such Performance Goals can be established on the
                           basis of specific numeric standards (e.g. return on
                           net assets) or as one or more objectives or results
                           for which performance achievements shall be
                           determined on a discretionary, subjective basis by an
                           appropriate individual, subject to Section (H),
                           below.


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                  (c)      For any Plan Year the Annual Award or Long-Term Award
                           for any Participant shall have a set maximum amount,
                           expressed as a percentage of annual salary and/or a
                           dollar amount, as approved by the Board (or
                           Committee); and set Award amounts may also be
                           established at other performance levels such as
                           threshold and par with or without provision for
                           pro-ration.

                  (d)      Specific Board (or Committee) approval is required
                           annually for the payment of Awards.

                  (e)      As approved by the Board (or Committee) for any Plan
                           Year the Annual Award or Long-Term Award payable MAY
                           be subject to either or both of the criteria set
                           forth below.

                           (i)      A "STOCKHOLDER (OR CORPORATE) PROTECTION
                                    TRIGGER" which establishes a minimum level
                                    of performance, or other action (e.g. the
                                    distribution of a level of dividends), which
                                    must be achieved before any Awards are
                                    payable for a Plan Year.

                           (ii)     A "RATEPAYER PROTECTION FEATURE" which
                                    establishes a schedule of absolute or
                                    relative performance relating to the quality
                                    or cost of service provided by the Company
                                    (or division or unit) against which actual
                                    results will be compared for the Plan Year
                                    with the resulting comparison used to
                                    modify, or eliminate, Total Awards otherwise
                                    payable for such Plan Year.

                  (f)      Each Participant approved for an Award shall receive
                           a written description of his or her opportunity and
                           applicable Performance Goals.

         3.       "Discretionary Awards" are available to any full-time employee
                  of the Company except the Chief Executive Officer of the
                  Company.

                  (a)      Such Discretionary Awards shall be payable from a
                           Discretionary Award Pool established annually for
                           each division or unit and the sum of such Awards for
                           the employees in any unit or division for any Plan
                           Year cannot exceed the pool approved by the Board (or
                           Committee) for such division or unit. The pool
                           established for employees not assigned to a division
                           or unit shall be used for any Discretionary Award
                           payable to the respective chief executive officers of
                           the Company's participating divisions or units. The
                           minimum Discretionary Award, if any, is $500 and the
                           maximum Discretionary Award is ten percent of the
                           employee's then existing annual base salary rate.


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                  (b)      Discretionary Awards shall be determined subjectively
                           by the chief executive officer or each division or
                           unit, subject to the approval of the Chief Executive
                           Officer of the Company and shall be used to recognize
                           outstanding individual performance, the
                           accomplishment of a specific task in an exemplary
                           manner, or for individuals who made an inordinately
                           significant contribution to overall divisional, unit
                           or Company-wide results.

                  (c)      The total Discretionary Award Pool authorized for any
                           division or unit need not be spent for any Plan Year.
                           Unallocated Pool funds are not carried forward for
                           subsequent Plan Years.

(G)      PAYMENT OF AWARDS

         1.       Discretionary Awards shall be payable in cash.

         2.       Annual Awards and Long-Term Awards shall be payable in cash,
                  Restricted Stock, or any combination thereof as approved by
                  the Board (or Committee) for any individual Participant in any
                  Plan Year; provided that payment in the form of Restricted
                  Stock shall be approved by the Committee.

(H)      COMPLIANCE WITH SECTION 162(M) REQUIREMENTS.

         Subject to the discretion of the Board (or the Committee) to determine
         that it would be in the best interests of the shareholders to do
         otherwise, the Plan shall at all times be administered to ensure that
         any Award under the Plan to the Company's Chief Executive Officer and
         the four highest compensated officers (determined pursuant to the
         executive compensation disclosure rules under the Securities Exchange
         Act of 1934) (each a "Covered Employee") will be tax deductible. In
         furtherance of this goal, with respect to Awards payable under the Plan
         for Covered Employees, the Performance Goals established by the
         Committee may vary from one Covered Employee to another, and will be
         limited to certain business criteria measured by one or more of the
         following: revenues, units sold, operating income, operating company
         contribution, cash flow, income before taxes, net income, earnings
         available per share, return on equity, return on assets, Economic Value
         Added (EVA) or total return to stockholders, whether applicable to the
         Company or any relevant subsidiary or business unit, or combination
         thereof, as the Committee may deem appropriate, or any of the above
         goals as compared to the performance of a published or special index
         deemed appropriate by the Committee, including, but not limited to, the
         Standard & Poor's 500 Stock Index or a group of comparator companies.
         The criteria selected by the Committee shall include a minimum
         performance standard below which no payments will be made and a maximum
         performance level above which no increased payment will be made.
         Notwithstanding the foregoing, in no event may any Performance Goals be
         established which would


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         permit a Covered Employee to receive a single Annual Award or a
         Long-Term Award of more than 400% of such Covered Employee's base
         annual compensation as of January 1 for the year in which an Award is
         paid. No payment of any Award may be made to any Covered Employee
         unless the material terms of the Performance Goal under which the
         compensation is to be paid have been approved by shareholders of the
         Company and the Committee has certified in writing that the Performance
         Goals and any other material terms of the Award were in fact satisfied.

(I)      MISCELLANEOUS AND ADMINISTRATIVE PROVISIONS

         1.       All Participants shall be entitled to receive a copy of the
                  Plan and any amendments made subsequent to its Effective Date.

         2.       The Plan shall be binding upon and inure to the benefit of the
                  Participants (and their personal representatives), the Company
                  and any successor organization or organizations which shall
                  succeed to substantially all of the business and property of
                  the Company, whether by means of merger, consolidation,
                  acquisition of substantially all of the assets of the Company
                  or otherwise, including by operation of law.

         3.       All amounts used for Plan purposes shall be rounded to the
                  nearest whole dollar.

         4.       Awards whether in cash or Restricted Stock shall not be
                  subject to assignment, pledge, lien, or encumbrances of any
                  kind.

         5.       Participation in the Plan does not guarantee employment by the
                  Company.

         6.       Awards shall not be used for any purposes for any employee
                  benefit plan of the Company.

         7.       The Plan shall be interpreted under the laws of the State of
                  Missouri.