<PAGE>

                                                              Exhibit 10(a)(11)

                              UTILICORP UNITED INC.

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                              AMENDED AND RESTATED

                            EFFECTIVE JANUARY 1, 1998


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<TABLE>
<CAPTION>

                                TABLE OF CONTENTS

                                                                          PAGE
<S>                                                                         <C>
ARTICLE I - DEFINITIONS......................................................1

   1.01 BOARD................................................................1

   1.02 CHANGE IN CONTROL....................................................1

   1.03 CLAIMANT.............................................................3

   1.04 CODE.................................................................3

   1.05 COMMITTEE............................................................3

   1.06 COMPANY..............................................................3

   1.07 EMPLOYER(S)..........................................................3

   1.08 PARTICIPANT..........................................................3

   1.09 PLAN.................................................................3

   1.10 SERP BENEFIT.........................................................3

ARTICLE II - ELIGIBILITY.....................................................3

   2.01 SELECTION BY COMMITTEE...............................................3

ARTICLE III - VESTING........................................................4

   3.01 VESTING IN BENEFITS..................................................4

   3.02 CHANGE IN CONTROL....................................................4

ARTICLE IV - BENEFITS........................................................4

   4.01 BENEFITS.............................................................4

   4.02 PAYMENT OF BENEFITS..................................................4

   4.03 COMMITTEE DISCRETION.................................................4

   4.04 WITHHOLDING AND PAYROLL TAXES........................................5

   4.05 BENEFITS ON DEATH....................................................5

ARTICLE V - TERMINATION AND AMENDMENT........................................5

   5.01 TERMINATION..........................................................5

   5.02 AMENDMENT............................................................6

ARTICLE VI - OTHER BENEFITS AND AGREEMENTS...................................6

   6.01 COORDINATION WITH OTHER BENEFITS.....................................6

   6.02 REDUCTION IN SERP BENEFITS...........................................6


                                      - i -

<PAGE>

ARTICLE VII - ADMINISTRATION OF THE PLAN.....................................7

   7.01 COMMITTEE DUTIES.....................................................7

   7.02 AGENTS...............................................................7

   7.03 BINDING EFFECT OF DECISIONS..........................................7

   7.04 INDEMNITY OF COMMITTEE...............................................7

   7.05 EMPLOYER INFORMATION.................................................7

ARTICLE VIII - CLAIMS PROCEDURES.............................................7

   8.01 PRESENTATION OF CLAIM................................................7

   8.02 NOTIFICATION OF DECISION.............................................8

   8.03 REVIEW OF A DENIED CLAIM.............................................8

   8.04 DECISION ON REVIEW...................................................8

   8.05 LEGAL ACTION.........................................................9

ARTICLE IX - MISCELLANEOUS...................................................9

   9.01 UNSECURED GENERAL CREDITOR...........................................9

   9.02 EMPLOYER'S LIABILITY.................................................9

   9.03 NONASSIGNABILITY.....................................................9

   9.04 NOT A CONTRACT OF EMPLOYMENT.........................................9

   9.05 FURNISHING INFORMATION...............................................9

   9.06 TERMS...............................................................10

   9.07 CAPTIONS............................................................10

   9.08 GOVERNING LAW.......................................................10

   9.09 VALIDITY............................................................10

   9.10 NOTICE..............................................................10

   9.11 SUCCESSORS..........................................................10

   9.12 SPOUSE'S INTEREST...................................................10

   9.13 INCOMPETENT.........................................................11

   9.14 COURT ORDER.........................................................11

   9.15 DISTRIBUTION IN THE EVENT OF TAXATION...............................11
</TABLE>


                                       ii

<PAGE>

                              UTILICORP UNITED INC.
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                              AMENDED AND RESTATED
                            EFFECTIVE JANUARY 1, 1998

                                     PURPOSE

     The purpose of this Plan (formerly known as the "UtiliCorp United Inc.
Excess Benefit Plan") is to provide specified benefits to a select group of
management and highly compensated employees 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 I - DEFINITIONS

     Except as specifically provided herein, all capitalized terms used in this
Plan shall have the definitions assigned to them under the UtiliCorp United Inc.
Restated Retirement Income Plan (the "Retirement Income Plan"), as amended from
time to time.

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

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

          (1)  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

          (2)  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


                                       -1-
<PAGE>

          (3)  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 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

          (4)  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 1.02, the following definitions shall apply:


                                       -2-
<PAGE>

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

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

          (c)  "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.

     1.03 "Claimant" shall have the meaning set forth in Section 8.1.

     1.04 "Code" shall mean the Internal Revenue Code of 1986, as amended from
          time to time.

     1.05 "Committee" shall mean the Committee described in Article 7.

     1.06 "Company" shall mean UtiliCorp United Inc., a Delaware corporation.

     1.07 "Employer(s)" shall mean the Company and any subsidiaries of the
          Company that have been selected by the Board to participate in the
          Plan.

     1.08 "Participant" shall mean any employee who is a participant in the
          Retirement Income Plan and who is selected to participate in the Plan
          by the Committee.

     1.09 "Plan" shall mean this restated Supplemental Executive Retirement Plan
          (formerly known as the "UtiliCorp United Inc. Excess Benefit Plan").
          The Plan was originally adopted effective as of July 1, 1986, and was
          thereafter amended and restated in its entirety effective as of May 1,
          1991. This restatement is effective as of January 1, 1998.

     1.10 "SERP Benefit" shall mean the benefit payable to a Participant
          determined under Section 4.01.

                           ARTICLE II - ELIGIBILITY

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

                                       -3-
<PAGE>

                               ARTICLE III - VESTING

     3.01 VESTING IN BENEFITS. Each Participant shall be 100% vested in his SERP
          Benefit upon the completion of five (5) years of service, or the
          termination of employment after attaining age 55. If a Participant
          terminates employment prior to completing five (5) years of service or
          prior to attaining age 55, he shall be 0% vested in his SERP Benefit.

     3.02 CHANGE IN CONTROL3.02 CHANGE IN CONTROL. Notwithstanding Section 3.1
          or any other provision in this Plan that could interpreted to the
          contrary, in the event of a Change in Control, a Participant's SERP
          Benefit shall immediately become 100% vested (if it is not already
          vested in accordance Section 3.01 above).

                               ARTICLE IV - BENEFITS

     4.01 BENEFITS. The benefit payable to a Participant under this Plan shall
          be equal to (A) minus (B), where:

               (A)  = the benefit that would be payable to the Participant
                      under the Retirement Income Plan, determined in
                      accordance with the elections made by the Participant
                      thereunder and in accordance with the applicable
                      assumptions and actuarial adjustments set forth in
                      that plan, if (i) the maximum benefit limit under
                      Section 415(b)(1)(A) of the Code and the annual
                      compensation limit under Section 401(a)(17) of the
                      Code were not applicable, and (ii) for Plan Years
                      beginning after December 31, 1997, Monthly Earnings
                      included the Participant's annual base compensation
                      deferred during a Plan Year under any nonqualified
                      deferred compensation plan maintained by the
                      Participant's Employer; and

               (B)  = the benefit actually payable to or on behalf of such
                      Participant under the Retirement Income Plan.

     4.02 PAYMENT OF BENEFITS. Payments of vested SERP Benefits shall be made in
          the same manner and at the same time that benefits under the
          Retirement Income Plan are payable, determined in accordance with the
          elections made by the Participant and in accordance with the
          applicable assumptions and actuarial adjustments set forth in the
          Retirement Income Plan; provided that if a Participant elects to
          receive his benefits in a form of payment under the Retirement Income
          Plan which provides death benefits to a non-spouse beneficiary, the
          Participant's SERP Benefit shall be paid in monthly installments for
          the life of the Participant only and shall terminate upon his death.


                                       -4-
<PAGE>

     4.03 COMMITTEE DISCRETION. Upon the request of a Participant, the
          Committee, in its sole discretion and consistent with its established
          procedures and rules, may consider other forms of vested SERP Benefit
          payments, or the timing of vested SERP Benefit payments, as it deems
          necessary and prudent under the circumstances.

     4.04 WITHHOLDING AND PAYROLL TAXES. The Employers, to the extent required
          by applicable law, shall withhold from any and all benefits made under
          this Article 4, all federal, state and local income, employment and
          other taxes required to be withheld by the Employer in connection with
          the benefits hereunder, in amounts to be determined in the sole
          discretion of the Employer.

     4.05 BENEFITS ON DEATH. If a spousal death benefit is payable under the
          Retirement Income Plan with respect to a Participant, a spousal death
          benefit shall also be payable under this Plan. The spousal death
          benefit under this Plan shall be equal to (A) minus (B), where:

               (A)  = the benefit that would be payable to the Participant's
                      spouse under the Retirement Income Plan, determined in
                      accordance with the elections made by the Participant or
                      spouse thereunder and in accordance with the applicable
                      assumptions and actuarial adjustments set forth in that
                      plan, if (i) the maximum benefit limit under Section
                      415(b)(1)(A) of the Code and the annual compensation limit
                      under Section 401(a)(17) of the Code were not applicable,
                      and (ii) for Plan Years beginning after December 31, 1997,
                      Monthly Earnings included the Participant's annual base
                      compensation deferred during a Plan Year under any
                      nonqualified deferred compensation plan maintained by the
                      Participant's Employer; and

               (B)  = the benefit actually payable to the Participant's spouse
                      under the Retirement Income Plan.

          Any spousal death benefits payable under this Plan shall be paid in
          the same manner and at the same time that death benefits are paid to
          the Participant's spouse under the Retirement Income Plan. If a
          Participant has no surviving spouse, the benefits remaining under the
          Plan shall be forfeited.

                      ARTICLE V - TERMINATION AND AMENDMENT

     5.01 TERMINATION. Each Employer reserves the right to terminate the Plan at
          any time with respect to its participating employees by the actions of
          its board of directors. The termination of the Plan shall not
          adversely affect any Participant or his or her 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



                                       -5-
<PAGE>

          have the right to accelerate payments by paying the Actuarial Value of
          such payments. For all other Participants, upon the termination of the
          Plan, all Plan Agreements shall terminate and the Actuarial Value of a
          Participant's vested SERP Benefit shall be paid out in a lump sum.

     5.02 AMENDMENT. Any Employer may, at any time, amend or modify the Plan in
          whole or in part with respect to its participating employees by the
          actions of its board of directors; provided, however, that no
          amendment or modification shall be effective to decrease or restrict a
          Participant's then vested SERP Benefit, determined on an Actuarial
          Equivalent basis. The amendment or modification of the Plan shall not
          affect any Participant or his or her 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
          Actuarial Value of such payments in a lump sum or the Actuarial
          Equivalent in some other accelerated form of payment.

                   ARTICLE VI - OTHER BENEFITS AND AGREEMENTS

     6.01 COORDINATION WITH OTHER BENEFITS. Except as provided in Section 6.02
          and except as otherwise expressly provided under any other plan or
          program for employees of the Employers, the benefits provided under
          this Plan to a Participant are in addition to the benefits available
          to such Participant under any other such plan or program. The Plan
          shall supplement and shall not supersede, modify or amend any other
          such plan or program except as my otherwise be expressly provided.

     6.02 REDUCTION IN SERP BENEFITS. Notwithstanding any provision in this Plan
          that may be interpreted to the contrary, the SERP Benefit payable to
          any Participant hereunder shall be reduced by the equivalent monthly
          lifetime benefit payable to such Participant under any other
          supplemental retirement agreement or plan with his Employer. If the
          benefit under such other retirement plan or agreement is payable in
          the form of a lump sum, such benefit shall be converted to a monthly
          lifetime benefit in accordance with the applicable Actuarial Value
          assumptions set forth in the Retirement Income Plan, for purposes of
          determining the benefit offset under this Section 6.02.


                                       -6-
<PAGE>


                    ARTICLE VII - ADMINISTRATION OF THE PLAN

     7.01 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.

     7.02 AGENTS. In the administration of this Plan, the Committee may 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.

     7.03 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.

     7.04 INDEMNITY OF COMMITTEE. All Employers shall indemnify and hold
          harmless the members of the Committee 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.

     7.05 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 VIII - CLAIMS PROCEDURES

     8.01 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. The claim must state
          with particularity the determination desired 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.


                                       -7-
<PAGE>

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

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

          (ii) 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:

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

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

               (3)  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

               (4)  an explanation of the claim review procedure set forth in
                    Section 8.03) below.

     8.03 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):

          (i)  may review pertinent documents;

          (ii) may submit written comments or other documents; and/or

          (iii) may request a hearing, which the Committee, in its sole
               discretion, may grant.

     8.04 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:

          (i)  specific reasons for the decision;


                                      -8-
<PAGE>

          (ii) specific reference(s) to the pertinent Plan provisions upon which
               the decision was based; and

          (iii) such other matters as the Committee deems relevant.

     8.05 LEGAL ACTION. A Claimant's compliance with the foregoing provisions of
          this Article 8 is a mandatory prerequisite to a Claimant's right to
          commence any legal action with respect to any claim for benefits under
          this Plan.

                           ARTICLE IX - MISCELLANEOUS

     9.01 UNSECURED GENERAL CREDITOR. Participants and their Beneficiaries
          successors and assigns shall have no legal or equitable rights,
          interests or claims in any property or assets of an Employer. 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.

     9.02 EMPLOYER'S LIABILITY. An Employer's liability for the payment of
          benefits shall be defined only by the Plan. An Employer shall have no
          obligation to a Participant under the Plan except as expressly
          provided in the Plan.

     9.03 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 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
          or sequestration for the payment of any debts, judgments, alimony or
          separate maintenance owed by a Participant or any other person, nor be
          transferable by operation of law in the event of a Participant's or
          any other person's bankruptcy or insolvency.

     9.04 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, with or without cause, unless expressly
          provided in a written employment agreement. Nothing in this Plan shall
          be deemed to give a Participant the night to be retained in the
          service of any Employer or to interfere with the right of any Employer
          to discipline or discharge the Participant at any time.

     9.05 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



                                      -9-
<PAGE>

          but not limited to taking such physical examinations as the Committee
          may deem necessary.

     9.06 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 wherever 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.

     9.07 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.

     9.08 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 conflict of laws principles.

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

     9.10 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:

                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.

     9.11 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 Beneficiary.

     9.12 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


                                      -10-
<PAGE>

          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.

     9.13 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, incompetency, 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.

     9.14 COURT ORDER. The Committee is authorized to make any payments directed
          by court order in any action in which the Plan or Committee has been
          named as a party.

     9.15 DISTRIBUTION IN THE EVENT OF TAXATION. If, for any reason, all or any
          portion of a Participant's benefit under this Plan becomes taxable to
          the Participant prior to receipt, a Participant may petition the
          Committee 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, 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 vested benefit 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.

                                       -11-