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April 19, 1996



Terry Westbrook
1160 Pelham Road
Winnetka, IL   60093


Dear Terry,

On behalf of Rick Green, I am pleased to confirm my verbal offer of employment
to join UtiliCorp United Inc. as our Senior Vice President and Chief Financial
Officer.  This position reports to Rick Green and Bob Green.  It is our hope you
will be with us as soon as possible.

                                       OVERVIEW

    Salary                                       $325,000

    Annual Bonus (% of base - $325,000)
              Maximum   70%                      $227,500
                                                 --------

                   Subtotal                      $552,500

    Long Term Incentive
              Maximum   75% of base              $243,750
                   (Prorated for participation)
    Stock Options
              Approximately 35,000 non-qualified stock options (Mega
              Grant) with the exercise price to be established in the May
              1996 Compensation Committee meeting.

The key elements of your employment are summarized below and are based upon
UtiliCorp's current compensation and benefits program:

-   Starting base annual salary  - $325,000.


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-   Eligibility for participation in the Annual Incentive Compensation Program
    with  a maximum pay out opportunity of 70%.  This pay out is contingent
    upon corporate financial achievements and personal performance levels to be
    discussed between you and Rick Green.  Your minimum 1st year bonus for 1996
    will be $100,000.

-   Eligibility to participate in the Long Term Incentive Programs available to
    senior executives of UtiliCorp United, Inc.  This plan targets Long Term
    Incentive at a maximum of 75% of annual base compensation and is paid in
    the following methods:

      -  Stock options in UtiliCorp United Common Shares.
      -  Three year performance cycles based on UtiliCorp United's financial
         performance.
      -  Payments are in one year restricted stock until the share ownership
         target of one times your annual salary is met. This ownership target
         will be two times your annual salary after three years, assuming
         "NEWCO" adopts UCU ownership targets.  Once the target is achieved,
         awards are payable in cash or restricted stock with an additional
         bonus of 25%.

      Assuming UCU is successful in meeting its cumulative three year financial
      performance targets, you will receive a long term award at the end of each
      three year cycle generally paid in March.  The first long term incentive
      pay out will be paid in 1997 for the three year cycle that began in 1994.
      You will be eligible for a prorated award of 1/3 of the maximum amount
      awarded for that performance cycle.  For the period 1995 through 1997 you
      are eligible for 2/3 of the maximum pay out.  Beginning with the 1996 -
      1998 cycle you are eligible for a full pay out award.  An interim plan for
      1996-1998 has been established with a targeted pay out of 37.5% that would
      replace the 3 year cycle due to the expected close of our merger with KCPL
      prior to the completion of the cycle in 1998.

-   Effective with your joining UtiliCorp United, you will be granted
    approximately 15,000 in non-qualified stock options.  The exercise price
    and exact number of shares will be established by the Compensation
    Committee in May of 1996.

-   You will be eligible to participate in UtiliCorp's 401(k) Savings Plan and
    Employee Stock Purchase Plan the first eligible quarter subsequent to your
    employment.  The 401(k) Plan has a dollar for dollar employer match up to
    6% of your pre-tax and/or after-tax contributions.  Employer contributions
    are made in UtiliCorp stock and vested over five years at 20% per year.
    You may make total contributions up to 12% of pay subject to IRS
    limitations.


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-   UtiliCorp United offers a Supplemental Contributory Retirement Plan (SCRP)
    which is a non-qualified 401(k) type investment program.  Because of IRS
    limitations on how much employees may defer in a qualified 401(k) plan, we
    have instituted this benefit to allow employees subject to such limits to
    take advantage of the full 401(k) plan investment opportunity making tax
    deferred contributions in excess of the limits to a non-qualified program.

-   Eligibility to participate in the Capital Accumulation Program.  This is
    UCU's deferred compensation plan.  For 1997, you will be eligible to defer
    compensation in year 1997 with an annualized investment rate of return
    equal to 130% of Moody's Corporate Bond Yield.  In addition, you are
    eligible for the Supplemental Executive Retirement Plan for employees whose
    salary is in excess of $150,000 annually and unable to receive the full
    Pension Plan formula benefit due to IRS limitations.

-   Involuntary severance:

      -  You will receive one times your base salary if involuntarily separated
         through the closing of our pending merger.
      -  You will be extended a change of control plan severance agreement as
         presented to the Leadership Team on 4/1/96.
      -  In either case, you will receive outplacement service of your choice.

-   Eligibility to participate in the UtiliCorp United's Employee Benefit
    Programs which include:

      -  10 paid holidays per year.
      -  Eligibility for 4 weeks vacation per year, with a one week carryover
         provision.
      -  Defined Pension Plan.

-   Executive perquisites package including:

      -  $5,000 after tax payment.
      -  $5,000 per year financial planning services.
      -  $300 per year for tax preparation services.
      -  Participation in Executive Life Insurance Program of 1 times salary in
         addition to standard company paid at 2 times salary.
      -  Long Term Disability Insurance paid at 100% of salary.


-   In addition, eligibility for company business tools to assist in your
    executive responsibilities; such as, clubs, computer, fax machine, and
    cellular phone, all to be provided on business needs.


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Following is a brief summary of the key elements of our relocation program:

-   Eligibility to participate in the UtiliCorp United Executive Employee
    Relocation Policy.  This policy provides for the protection of the
    appraised value of your home in the event you are unable to sell after 120
    days.

-   Reimbursement of loan origination fee and/or points to purchase new
    mortgage (maximum of 2 points).

-   Two house hunting trips for you and your wife (family).

-   One half month's salary for incidental moving expenses and settling costs.

-   2% of sale price of present residence for its sale within 90 days from date
    of hire.  In the event a sale is not completed in this time, the
    corporation will offer to purchase your present residence through a third
    party.

-   UCU will reimburse you for reasonable seller expenses to include real
    estate agent commission, loan discount, title charges, title examination
    and all reasonable settlement and closing costs.

-   Movement of household furnishings will include a one time move from your
    Illinois residence.

-   Temporary living and travel expenses in the Kansas City area will be
    provided by UtiliCorp as described in the Executive Relocation Program.
    These expenses are effective during the months of April, May and June.
    Beginning July, and continuing for approximately 24 months, UtiliCorp
    United will provide for you a leased apartment, airplane travel costs to
    your home in Chicago and any incidental costs associated with local ground
    transportation.  All other costs not associated with business travel will
    be your responsibility.

-   Trips home not to exceed twice monthly, paid by UtiliCorp, until such time
    as your family is relocated to the Kansas City area.

-   All taxable expenses associated with your relocation will be grossed-up on
    your W-2.


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It should be understood that all the preceding benefit plans are subject to
change during the normal course of UtiliCorp-wide plan re-designs.

Please acknowledge your acceptance by faxing a signed copy of this offer to me
at 816-467-3663.   We look forward to your joining our UtiliCorp United Team.

Sincerely,



Robert M. Etienne




Accepted:  ______________________________
           Terry Westbrook


Date:      ______________________________