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                                                               EXHIBIT 10(a)(11)

                                SECOND AMENDMENT
                              UTILICORP UNITED INC.
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

         THIS AMENDMENT is made this 29th day of November, 2000, by UtiliCorp
United Inc. ("UCU").

         WHEREAS, UCU adopted the UtiliCorp United Inc. Supplemental Executive
Retirement Plan (the "Plan") (formerly known as the UtiliCorp United Inc. Excess
Benefit Plan) effective as of July 1, 1986, to provided specified benefits to a
select group of management and highly compensated employees; and

         WHEREAS, UCU reserved the right to amend the Plan from time to time in
its discretion; and

         WHEREAS, UCU amended and restated the Plan in its entirety effective as
of January 1, 1998 (the "Restated Plan") and further amended the Restated Plan
by adoption of the first amendment thereto dated August 4, 1998; and

         WHEREAS, UCU now desires to further amend the Restated Plan in the
manner set forth below.

         NOW, THEREFORE, effective as of the day and year first written above,
the Plan is amended by adding a new Article X to read as follows:

                                ARTICLE X - TRUST

         10.01    TRUST.

                  (a) CONTRIBUTION. Notwithstanding Section 9.01, each Employer
                  may transfer to the trust created pursuant that certain
                  Executive Benefit Security Trust Agreement dated as of January
                  1, 1997 by and between the Company and the trustee named
                  therein (hereinafter referred to as the "Trust"), such assets
                  as the Employer determines, in its sole discretion, are
                  necessary to fund the Trust in accordance with an actuarial
                  funding method and actuarial assumptions designed, in the
                  reasonable judgment of an actuary appointed by the Company, to
                  replicate the funding policy followed with respect to the
                  Retirement Income Plan.

                  (b) CONTRIBUTION FOLLOWING CHANGE OF CONTROL. Notwithstanding
                  Section 10.01(a) above, in the event of a Change of Control,
                  the Company shall as soon as administratively possible, but in
                  no event later than ten (10) days following such Change of
                  Control, make an irrevocable contribution to the Trust, in
                  cash or other readily marketable property acceptable to the
                  Trustee, equal to the sum of (i) an amount which, when added
                  to the fair market value of the assets then held in the Trust
                  which are attributable to this Plan, shall cause the fair
                  market value of such assets to equal the actuarially
                  determined present value of the benefits payable under the
                  Plan as of the date of such Change of Control, and (ii) an
                  amount equal

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                  to a reasonable estimate of the present value of the
                  administrative, Trustee's, legal and consulting fees to
                  be incurred during the life of the Trust on and after the
                  Change of Control. The amount of the Company's
                  contribution paid or payable to the Trust pursuant to the
                  foregoing shall be determined by a Benefits Consultant
                  (as defined in the Trust) appointed by the Company.

         10.02    INTERRELATIONSHIP OF THE PLAN AND THE TRUST. The provisions of
                  the Plan 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.

         10.03    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.



         IN WITNESS WHEREOF, this Amendment is adopted as of the day and year
first written above.

                                            UTILICORP UNITED INC.


                                            By:      /s/   Dale J. Wolf

                                            Title:   Vice President/Finance

ATTEST:

By:      /s/   Nancy J. Browning

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