<PAGE>

                                                              Exhibit 10(a)(15)

                              UTILICORP UNITED INC.

                    SUPPLEMENTAL CONTRIBUTORY RETIREMENT PLAN

                         EFFECTIVE AS OF JANUARY 1, 1998


                                       -i-
<PAGE>


                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                PAGE
PURPOSE
<S>                                                                                <C>
ARTICLE 1 DEFINITIONS..............................................................2

ARTICLE 2 SELECTION, ENROLLMENT, ELIGIBILITY.......................................7

       2.1 Selection by Committee..................................................7
       2.2 Enrollment Requirements.................................................7
       2.3 Eligibility; Commencement of Participation..............................7
       2.4 Termination of Participation and/or Deferrals...........................8

ARTICLE 3 DEFERRAL COMMITMENTS/COMPANY MATCHING/CREDITING/TAXES....................8

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

ARTICLE 4 UNFORESEEABLE FINANCIAL EMERGENCIES; WITHDRAWAL ELECTION.................12

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

ARTICLE 6 PRE-RETIREMENT SURVIVOR BENEFIT..........................................14

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

ARTICLE 7 TERMINATION BENEFIT......................................................14

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


                                       -ii-
<PAGE>

ARTICLE 8 DISABILITY WAIVER AND BENEFIT............................................14

       8.1 Disability Waiver.......................................................14
       8.2 Continued Eligibility; Disability Benefit...............................15

ARTICLE 9 BENEFICIARY DESIGNATION..................................................15

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

ARTICLE 10 LEAVE OF ABSENCE........................................................16

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

ARTICLE 11 TERMINATION, AMENDMENT OR MODIFICATION..................................16

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

ARTICLE 12 ADMINISTRATION..........................................................17

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

ARTICLE 13 OTHER BENEFITS AND AGREEMENTS...........................................18

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

ARTICLE 14 CLAIMS PROCEDURES.......................................................18

       14.1 Presentation of Claim..................................................18
       14.2 Notification of Decision...............................................18
       14.3 Review of a Denied Claim...............................................19
       14.4 Decision on Review.....................................................19
       14.5 Legal Action...........................................................19

ARTICLE 15 TRUST    20

       15.1 Establishment of the Trust.............................................20
       15.2 Interrelationship of the Plan and the Trust............................20


                                      -iii-
<PAGE>

       15.3 Distributions From the Trust...........................................20

ARTICLE 16 MISCELLANEOUS...........................................................20

       16.1 Status of Plan.........................................................20
       16.2 Unsecured General Creditor.............................................20
       16.3 Employer's Liability...................................................20
       16.4 Nonassignability.......................................................20
       16.5 Not a Contract of Employment...........................................21
       16.6 Furnishing Information.................................................21
       16.7 Terms..................................................................21
       16.8 Captions...............................................................21
       16.9 Governing Law..........................................................21
       16.10 Notice................................................................21
       16.11 Successors............................................................21
       16.12 Spouse's Interest.....................................................22
       16.13 Validity..............................................................22
       16.14 Incompetent...........................................................22
       16.15 Court Order...........................................................22
       16.16 Distribution in the Event of Taxation.................................22
       16.17 Insurance.............................................................22
       16.18 Legal Fees To Enforce Rights After Change in Control..................23
</TABLE>


                                      -iv-
<PAGE>


                              UTILICORP UNITED INC.

                    SUPPLEMENTAL CONTRIBUTORY RETIREMENT PLAN

                            EFFECTIVE JANUARY 1, 1998

                                     PURPOSE

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

                                    ARTICLE 1

                                   DEFINITIONS

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

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

1.2  "Annual Company Matching Amount" for any one Plan Year shall be the amount
     determined in accordance with Section 3.4.

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

1.4  "Base Annual Salary" shall mean the annual cash compensation relating to
     services performed during any calendar year, whether or not paid in such
     calendar year or included on the Federal Income Tax Form W-2 for such
     calendar year, excluding bonuses, commissions, overtime, fringe benefits,
     stock options, relocation expenses, incentive payments, non-monetary
     awards, directors fees and other fees, automobile and other allowances paid
     to a Participant for employment services rendered (whether or not such
     allowances are included in the Employee's gross income). Base Annual Salary
     shall be calculated before reduction for compensation voluntarily deferred
     or contributed by the Participant pursuant to all qualified or
     non-qualified plans of any Employer and shall be calculated to include
     amounts not otherwise included in the Participant's gross income under Code
     Sections 125, 402(e)(3), 402(h), or 403(b) pursuant to plans established by
     any Employer; provided, however, that 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.


                                      -2-
<PAGE>

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

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

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

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

     (a)  any Person is or becomes the Beneficial Owner, directly or indirectly,
          of securities of the Company (not including in the securities
          beneficially owned by such Person any securities acquired directly
          from the Company or its affiliates, other than in connection with the
          acquisition by the Company or its affiliates of a business)
          representing 20% or more of either the then outstanding shares of
          common stock of the Company or the combined voting power of the
          Company's then outstanding securities; or

     (b)  the following individuals cease for any reason to constitute at least
          two-thirds (2/3) of the number of directors then serving: individuals
          who, on August 4, 1998, constituted the Board and any new director
          (other than a director whose initial assumption of office is in
          connection with an actual or threatened election contest, including
          but not limited to a consent solicitation, relating to the election of
          directors of the Company (as such terms are used in Rule 14A-11 of
          Regulation 14A under the Exchange Act)) whose appointment or election
          by the Board or nomination of election by the Company's shareholders
          was approved by a vote of at least two-thirds (2/3) of the directors
          then still in office who either were directors on August 4, 1998, or
          whose appointment, election or nomination for election was previously
          approved; or

     (c)  the consummation of a merger or consolidation of the Company with any
          other entity, other than (i) a merger or consolidation which would
          result in (A) the voting securities of the Company outstanding
          immediately prior to such merger or consolidation continuing to
          represent (either by remaining outstanding or by being converted into
          voting securities of the surviving entity or any parent thereof), in
          combination with the ownership of any trustee or other fiduciary
          holding securities under an employee benefit plan of the Company,
          greater than 50% of the combined voting power of the voting securities
          of the Company or such surviving entity or any parent thereof
          outstanding immediately after such merger or consolidation, (B) such
          of Richard C. Green, Jr. and Robert K. Green continuing as members of
          the board of directors of the surviving entity or ultimate parent
          thereof as were members of the Board of the Company immediately prior
          to such transaction, and (C) individuals described in paragraph (2)
          above constitute more than one-half of the members of the board of
          directors of the surviving entity or ultimate parent thereof, or (ii)
          a merger or consolidation effected to implement a recapitalization of
          the Company (or similar transaction) in which no Person is or becomes
          the Beneficial Owner, directly or indirectly, of securities of the
          Company (not including in the securities Beneficially Owned by such
          Person any securities acquired directly from the Company or its
          affiliates, other than in connection with the acquisition by the
          Company or its affiliates of a business) representing


                                      -3-
<PAGE>

          20% or more of either the then outstanding shares of common stock of
          the Company or the combined voting power of the Company's then
          outstanding securities; or

     (d)  the stockholders of the Company approve a plan of complete liquidation
          or dissolution of the Company or an agreement for the sale or
          disposition by the Company of all or substantially all of the
          Company's assets, other than a sale or disposition by the Company of
          all or substantially all of the Company's assets to an entity, greater
          than 50% of the combined voting power of the voting securities of
          which is owned by Persons in substantially the same proportions as
          their ownership of the Company immediately prior to such sale.

          Notwithstanding the foregoing, no "Change in Control" shall be deemed
          to have occurred if there is consummated any transaction or series of
          integrated transactions immediately following which the record holders
          of the common stock of the Company immediately prior to such
          transaction or series of transactions continue to have substantially
          the same proportionate ownership in an entity which owns all or
          substantially all of the assets of the Company immediately following
          such transaction or series of transactions.

     For purposes of this Section 1.8, the following definitions shall apply:

          (1)  "Beneficial Owner" shall have the meaning set forth in Rule 13d-3
               under the Exchange Act.

          (2)  "Exchange Act" shall mean the Securities Exchange Act of 1934, as
               amended.

          (3)  "Person" shall have the meaning given in Section 3(a)(9) of the
               Exchange Act, as modified and used in Sections 13(d) and 14(d)
               thereof, except that such term shall not include (i) the Company
               or any of its affiliates (as defined in Rule 12b-2 promulgated
               under the Exchange Act), (ii) a trustee or other fiduciary
               holding securities under an employee benefit plan of the Company
               or any of its affiliates, (iii) an underwriter temporarily
               holding securities pursuant to an offering of such securities, or
               (iv) a corporation owned, directly or indirectly, by the
               shareholders of the Company in substantially the same proportions
               as their ownership of stock of the Company.

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

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

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

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

1.13 "Company Matching Account" shall mean with respect to each Participant, (i)
     the amount credited to the Participant's "deferred benefit account(s)" as
     of December 31, 1997, under the terms of the Plan in effect immediately
     prior to the effective date of this restatement, plus (ii) the sum of all
     of a Participant's Company Matching Amounts attributable to amounts
     deferred under this restatement, plus (iii) amounts credited in accordance
     with all the applicable crediting provisions of this Plan that relate to
     the Participant's Company Matching Account, less (iv) all distributions
     made to the


                                      -4-
<PAGE>

     Participant or his or her Beneficiary pursuant to this Plan that relate to
     the Participant's Company Matching Account.

1.14 "Deduction Limitation" shall mean the following described limitation on a
     benefit that may otherwise be distributable pursuant to the provisions of
     this Plan. Except as otherwise provided, this limitation shall be applied
     to all distributions that are "subject to the Deduction Limitation" under
     this Plan. If an Employer determines in good faith prior to a Change in
     Control that there is a reasonable likelihood that any compensation paid to
     a Participant for a taxable year of the Employer would not be deductible by
     the Employer solely by reason of the limitation under Code Section 162(m),
     then to the extent deemed necessary by the Employer to ensure that the
     entire amount of any distribution to the Participant pursuant to this Plan
     prior to the Change in Control is deductible, the Employer may defer all or
     any portion of a distribution under this Plan. Any amounts deferred
     pursuant to this limitation shall continue to be credited/debited with
     additional amounts in accordance with Section 3.7 below, even if such
     amount is being paid out in installments. The amounts so deferred and
     amounts credited thereon shall be distributed to the Participant or his or
     her Beneficiary (in the event of the Participant's death) at the earliest
     possible date, as determined by the Employer in good faith, on which the
     deductibility of compensation paid or payable to the Participant for the
     taxable year of the Employer during which the distribution is made will not
     be limited by Section 162(m), or if earlier, the effective date of a Change
     in Control. Notwithstanding anything to the contrary in this Plan, the
     Deduction Limitation shall not apply to any distributions made after a
     Change in Control.

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

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

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

1.17A "Discretionary Contribution Account" shall mean with respect to each
     Participant, (i) the Participant's Discretionary Contribution Amounts (if
     any) credited under this restatement, plus (ii) amounts credited or debited
     in accordance with the applicable crediting/debiting provisions of this
     Plan that relate to the Participant's Discretionary Contribution Account,
     less (iii) all distributions made to the Participant or his or her
     Beneficiary pursuant to the Plan that relate to his or her Discretionary
     Contribution Account.

1.17B "Discretionary Contribution Amount" for any one Plan Year shall be the
     amount determined in accordance with Section 3.4A.


                                      -5-
<PAGE>

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

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

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

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

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

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

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

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

1.26 "Plan Agreement" shall mean a written agreement, as may be amended from
     time to time, which is entered into by and between an Employer and a
     Participant. Each Plan Agreement executed by a Participant and the
     Participant's Employer shall provide for the entire benefit to which such
     Participant is entitled under the Plan; should there be more than one Plan
     Agreement, the Plan Agreement bearing the latest date of acceptance by the
     Employer shall supersede all previous Plan Agreements in their entirety and
     shall govern such entitlement. The terms of any Plan Agreement may be
     different for any Participant, and any Plan Agreement may provide
     additional benefits not set forth in the Plan or limit the benefits
     otherwise provided under the Plan; provided, however, that any such
     additional benefits or benefit limitations must be agreed to by both the
     Employer and the Participant.

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

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

1.29 "Quarterly Installment Method" shall be a quarterly installment payment
     over the number of calendar quarters selected by the Participant in
     accordance with this Plan. The amount of such


                                      -6-
<PAGE>

     installments shall be redetermined on a quarterly basis by dividing the
     Participant's remaining Account Balance by the remaining number of
     installment payments. In no event shall any quarterly installment exceed
     the Participant's Account Balance at the time of distribution.

1.30 "Retirement", "Retire(s)" or "Retired" shall mean, with respect to an
     Employee, severance from employment from all Employers for any reason other
     than a leave of absence, death or Disability on or after the attainment of
     age fifty-five (55).

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

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

1.33 "Termination of Employment" shall mean the severing of employment with all
     Employers, voluntarily or involuntarily, for any reason other than
     Retirement, Disability, death or an authorized leave of absence.

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

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

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

                                    ARTICLE 2

                       SELECTION, ENROLLMENT, ELIGIBILITY

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

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

2.3  ELIGIBILITY; COMMENCEMENT OF PARTICIPATION. Provided an Employee selected
     to participate in the Plan has met all enrollment requirements set forth in
     this Plan and required by the Committee, including returning all required
     documents to the Committee within the specified time period, that Employee
     shall commence participation in the Plan on the first day of the month
     following the month in which the Employee completes all enrollment
     requirements. If an Employee fails to meet


                                      -7-
<PAGE>

     all such requirements within the period required, in accordance with
     Section 2.2, that Employee shall not be eligible to participate in the Plan
     until the first day of the Plan Year following the delivery to and
     acceptance by the Committee of the required documents.

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

                                    ARTICLE 3

              DEFERRAL COMMITMENTS/COMPANY MATCHING/CREDITING/TAXES

3.1  ANNUAL DEFERRAL AMOUNTS.

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

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

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

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

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

3.2  ELECTION TO DEFER; EFFECT OF ELECTION FORM.

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

     (b)  SUBSEQUENT PLAN YEARS. For each succeeding Plan Year, an irrevocable
          deferral election for that Plan Year, and such other elections as the
          Committee deems necessary or desirable under the Plan, shall be made
          before the end of the Plan Year preceding the Plan Year for which such
          elections are made, in accordance with the Committee's rules and
          procedures.


                                      -8-
<PAGE>

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

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

3.4A DISCRETIONARY CONTRIBUTIONS. Effective with respect to Plan Years beginning
     on or after January 1, 1997, a Participant shall be credited with an annual
     amount (the "Discretionary Contribution Amount") equal to difference
     between:

     (a)  the aggregate amount of Employer discretionary contributions which
          would have been allocated to the Participant's account under the
          401(k) Plan if the Participant had elected not to defer all or any
          portion of his Base Annual Salary under this Plan for the applicable
          Plan Year, and

     (b)  the aggregate amount of Employer discretionary contributions actually
          allocated to the Participant's account under the 401(k) Plan for such
          Plan Year.

     The purpose of the contributions under this Section is to make the
     Participant whole for the loss of the Employer discretionary contributions
     that such Participant would have received under the 401(k) Plan if the
     Participant had not elected to defer a portion of his or her Annual Base
     Salary under this Plan.

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

3.6  VESTING.

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

     (b)  A Participant shall be vested in his or her Company Matching and
          Discretionary Contribution Accounts as follows: (i) with respect to
          all benefits under this Plan other than the Termination Benefit, a
          Participant's vested Company Matching and Discretionary Contribution
          Accounts shall equal 100% of such Participant's Company Matching and
          Discretionary Contribution Accounts; and (ii) with respect to the
          Termination Benefit, a Participant's Company Matching and
          Discretionary Contribution Accounts shall vest on the basis of the
          Participant's Years of Service at the time the Participant experiences
          a Termination of Employment, in accordance with the following
          schedule:



                                      -9-
<PAGE>

<TABLE>
<CAPTION>

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

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

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

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

     (a)  ELECTION OF MEASUREMENT FUNDS FOR DEFERRAL ACCOUNTS. Each Participant,
          in connection with his or her initial deferral election in accordance
          with Section 3.2 above, shall elect, in a manner designated by and
          acceptable to the Committee, one or more Measurement Fund(s) (as
          described in Section 3.7(c) below) to be used to determine the
          additional amounts to be credited to his or her Deferral Account
          balance for the first regularly scheduled payroll period in which the
          Participant commences participation in the Plan and continuing
          thereafter for each subsequent payroll period in which the Participant
          participates in the Plan, unless changed in accordance with the next
          sentence. Each Participant may elect in the manner and at the time(s)
          designated by and acceptable to the Committee, to add or delete one or
          more Measurement Fund(s) to be used to determine the additional
          amounts to be credited to his or her Deferral Account balance, or to
          change the portion of his or her Deferral Account balance allocated to
          each previously or newly elected Measurement Fund. Any election that
          is made in accordance with the previous sentence shall be effective as
          soon as administratively practicable following the acceptance of such
          election by the Committee.


                                      -10-
<PAGE>

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

     (c)  MEASUREMENT FUNDS FOR DEFERRAL ACCOUNTS. The "Measurement Funds" to be
          used to determine the additional amounts to be credited to a
          Participant's Deferral Account balance shall be determined by the
          Committee in its sole discretion. The Committee may from time to time
          discontinue, substitute or add a Measurement Fund, provided that any
          such action to discontinue or substitute any Measurement Fund may only
          take effect following at least thirty (30) days advance written notice
          of such change to the Participants.

     (d)  CREDITING OR DEBITING METHOD. The performance of each Measurement Fund
          (either positive or negative) will be determined by the Committee, in
          its sole discretion, based on the investment performance of the
          Measurement Funds themselves. A Participant's Account Balance shall be
          credited or debited on a daily basis based on the investment
          performance of each Measurement Fund, AS DETERMINED BY THE COMMITTEE
          IN ITS SOLE DISCRETION, as though (i) such Participant's Deferral
          Account balance was invested in the applicable Measurement Fund(s)
          selected by the Participant; (ii) such Participant's Company Matching
          Account and Discretionary Contribution Account balances were invested
          in UtiliCorp United Inc. Common Stock; (iii) the portion of the
          Participant's Annual Deferral Amount that was actually deferred on any
          regularly scheduled payment date was invested in the applicable
          Measurement Fund(s) selected by the Participant, no later than the
          close of business on the second business day immediately following
          such regularly scheduled payment date; (iv) the Annual Company
          Matching and Discretionary Contribution Amounts (if any) attributable
          to a Participant for any Plan Year were invested in UtiliCorp United
          Inc. Common Stock as of the same date(s) such Amounts would have been
          credited under the 401(k) Plan had such Amounts been credited as a
          matching or discretionary contribution to the 401(k) Plan; and (v) any
          distribution made to a Participant that decreases such Participant's
          Account Balance ceased being invested in the applicable Measurement
          Fund(s), no earlier than the fifth business day preceding the date the
          Company pays such Participant his or her benefit in accordance with
          the other provisions of this Plan.

     (e)  NO ACTUAL INVESTMENT. Notwithstanding any other provision of this Plan
          or any notice, statement, summary or other communication provided to a
          Participant 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.


                                      -11-
<PAGE>

     (f)  INVESTMENT OF COMPANY MATCHING AND DISCRETIONARY CONTRIBUTION AMOUNTS.
          Notwithstanding any other provisions in this Plan that may be
          interpreted to the contrary, a Participant's Annual Company Matching
          and Discretionary Contribution Amounts shall be deemed invested in
          UtiliCorp United Inc. Common Stock at all times such amounts are
          credited to his or her Account Balance.

3.8  FICA AND OTHER TAXES.

     (a)  ANNUAL DEFERRAL AMOUNTS. For each Plan Year in which an Annual
          Deferral Amount is being withheld from a Participant, the
          Participant's Employer(s) shall withhold from that portion of the
          Participant's Base Annual Salary that is not being deferred, in a
          manner determined by the Employer(s), the Participant's share of FICA
          and other employment taxes on such Annual Deferral Amount and Plan
          earnings, as applicable. If necessary, the Committee may reduce the
          Annual Deferral Amount in order to comply with this Section 3.8.

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

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

                                    ARTICLE 4

            UNFORESEEABLE FINANCIAL EMERGENCIES; WITHDRAWAL ELECTION

4.1  WITHDRAWAL PAYOUT/SUSPENSIONS FOR UNFORESEEABLE FINANCIAL EMERGENCIES. If a
     Participant experiences an Unforeseeable Financial Emergency, the
     Participant may petition the Committee to (i) suspend any deferrals
     required to 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 Termination Benefit, or the amount reasonably needed to satisfy
     the Unforeseeable Financial Emergency. If, subject to the sole discretion
     of the Committee, the petition for a suspension and/or payout is approved,
     suspension shall take effect upon the date of approval and any payout shall
     be made within 60 days of the date of approval. The payment of any amount
     under this Section 4.1 shall not be subject to the Deduction Limitation.

4.2  WITHDRAWAL ELECTION. A Participant (or, after a Participant's death, his or
     her Beneficiary) may elect, at any time, to withdraw all of his or her
     Account Balance, calculated as if there had occurred a Termination of
     Employment as of the day of the election, less a withdrawal penalty equal
     to 10%


                                      -12-
<PAGE>

     of such amount (the net amount shall be referred to as the "Withdrawal
     Amount"). This election can be made at any time, before or after
     Retirement, Disability, death or Termination of Employment, and whether or
     not the Participant (or Beneficiary) is in the process of being paid
     pursuant to an installment payment schedule. If made before Retirement,
     Disability or death, a Participant's Withdrawal Amount shall be his or her
     Account Balance calculated as if there had occurred a Termination of
     Employment as of the day of the election. No partial withdrawals of the
     Withdrawal Amount shall be allowed. The Participant (or his or her
     Beneficiary) shall make this election by giving the Committee advance
     written notice of the election in a form determined from time to time by
     the Committee. The Participant (or his or her Beneficiary) shall be paid
     the Withdrawal Amount within 60 days of his or her election. Once the
     Withdrawal Amount is paid, the Participant's participation in the Plan
     shall terminate and the Participant shall not be eligible to participate in
     the Plan for eighteen (18) months in the future. The payment of this
     Withdrawal Amount shall not be subject to the Deduction Limitation.

                                    ARTICLE 5

                               RETIREMENT BENEFIT

5.1  RETIREMENT BENEFIT. Subject to the Deduction Limitation, a Participant who
     Retires shall receive, as a Retirement Benefit, his or her Account Balance.

5.2  PAYMENT OF RETIREMENT BENEFIT. A Participant in connection with his or her
     commencement of participation in the Plan, shall elect on an Election Form
     to receive his or her 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 alternative payout method by
     submitting a new Election Form to the Committee, provided, however, the
     Committee will only honor a Participant's new election if it is submitted
     to the Committee at least 13 months prior to the Participant's Retirement
     date. 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. 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 his or her Retirement Benefit is paid in full,
     the Participant's unpaid Retirement Benefit shall be paid to his or her
     Beneficiary as follows: (i) if the Participant elected to receive his or
     her Retirement Benefit pursuant to the Quarterly Installment Method, then
     the Beneficiary shall receive such benefits over the remaining number of
     quarters and in the same amounts as such benefits would have been paid to
     the Participant had the Participant survived; or (ii) if the Participant
     elected to receive his or her Retirement Benefit in the form of a lump sum
     payment, then the Beneficiary shall receive such benefits in a lump sum
     payment at the same time that the Participant would have received such
     payment had the Participant survived. Notwithstanding the foregoing, a
     Beneficiary may elect, prior to the time that benefits would otherwise be
     paid pursuant


                                      -13-
<PAGE>

     to the preceding sentence, a complete withdrawal of the benefits to which
     he or she is entitled in accordance with Section 4.2.

                                    ARTICLE 6

                         PRE-RETIREMENT SURVIVOR BENEFIT

6.1  PRE-RETIREMENT SURVIVOR BENEFIT. Subject to the Deduction Limitation, the
     Participant's Beneficiary shall receive a Pre-Retirement Survivor Benefit
     equal to the Participant's Account Balance if the Participant dies before
     he or she Retires, experiences a Termination of Employment or suffers a
     Disability.

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

                                    ARTICLE 7
                               TERMINATION BENEFIT

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

7.2  PAYMENT OF TERMINATION BENEFIT. The Termination Benefit shall be paid in a
     lump sum. The lump sum payment shall be made, or installment payments shall
     commence, no later than 60 days after the date of the Participant's
     Termination of Employment. Any payment made shall be subject to the
     Deduction Limitation.

                                    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


                                      -14-
<PAGE>

          Annual Salary for the Plan Year during which the Participant first
          suffers a Disability. During the period of Disability, the Participant
          shall not be allowed to make any additional deferral elections, but
          will continue to be considered a Participant for all other purposes of
          this Plan.

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

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

                                    ARTICLE 9

                             BENEFICIARY DESIGNATION

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

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

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


                                      -15-
<PAGE>

     Beneficiary shall be deemed to be his or her surviving spouse. If the
     Participant has no surviving spouse, the benefits remaining under the Plan
     to be paid to a Beneficiary shall be payable to the executor or personal
     representative of the Participant's estate.

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

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

                                   ARTICLE 10

                                LEAVE OF ABSENCE

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

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

                                   ARTICLE 11

                     TERMINATION, AMENDMENT OR MODIFICATION

11.1 TERMINATION. Although each Employer anticipates that it will continue the
     Plan for an indefinite period of time, there is no guarantee that any
     Employer will continue the Plan or will not terminate the Plan at any time
     in the future. Accordingly, each Employer reserves the right to discontinue
     its sponsorship of the Plan and/or to terminate the Plan at any time with
     respect to any or all of its participating Employees by action of its board
     of directors. Upon the termination of the Plan with respect to any
     Employer, the Plan Agreements of the affected Participants who are employed
     by that Employer shall terminate and their Account Balances, 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


                                      -16-
<PAGE>

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

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

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

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

                                   ARTICLE 12

                                 ADMINISTRATION

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


                                      -17-
<PAGE>

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

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

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

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

                                   ARTICLE 13

                          OTHER BENEFITS AND AGREEMENTS

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

                                   ARTICLE 14

                                CLAIMS PROCEDURES

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

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


                                      -18-
<PAGE>

     (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;

          (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.


                                      -19-
<PAGE>

                                   ARTICLE 15

                                      TRUST

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

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

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

                                   ARTICLE 16

                                  MISCELLANEOUS

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

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

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

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


                                      -20-
<PAGE>

     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.

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.


                                      -21-
<PAGE>

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

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

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

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


                                      -22-
<PAGE>

     Employers shall submit to medical examinations and supply such information
     and execute such documents as may be required by the insurance company or
     companies to whom the Employers have applied for insurance.

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


                                      -23-