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                                                               Exhibit 10(a)(14)












                              UTILICORP UNITED INC.


                            CAPITAL ACCUMULATION PLAN





             (AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 2001)



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                                                 TABLE OF CONTENTS

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<S>                                                                                                              <C>
INTRODUCTION......................................................................................................1

ARTICLE I DEFINITIONS.............................................................................................1


ARTICLE II SELECTION, ENROLLMENT, ELIGIBILITY.....................................................................6

   2.1   SELECTION BY COMMITTEE...................................................................................6

   2.2   ELIGIBILITY; COMMENCEMENT OF PARTICIPATION...............................................................6

   2.3   TERMINATION OF PARTICIPATION AND/OR DEFERRALS............................................................6


ARTICLE III       CREDITING OF ACCOUNTS/TAXES.....................................................................7

   3.1   DEFERRAL OF BASE SALARY..................................................................................7

   3.2   MATCHING CONTRIBUTIONS...................................................................................8

   3.3   DISCRETIONARY CONTRIBUTION...............................................................................8

   3.4   VESTING..................................................................................................8

   3.5   CREDITING/DEBITING OF ACCOUNTS...........................................................................8

   3.6   FICA AND OTHER TAXES....................................................................................10

   3.7   DISTRIBUTIONS...........................................................................................10

   3.8   OTHER DEFERRED INCOME ARRANGEMENTS......................................................................10


ARTICLE IV SHORT TERM PAY-OUT; UNFORESEEABLE FINANCIAL EMERGENCIES; WITHDRAWAL ELECTION..........................10

   4.1   SHORT TERM PAY-OUT......................................................................................10

   4.2   WITHDRAWAL PAY-OUT/SUSPENSIONS FOR UNFORESEEABLE FINANCIAL EMERGENCIES..................................11

   4.3   WITHDRAWAL ELECTION.....................................................................................11

ARTICLE V RETIREMENT BENEFIT.....................................................................................12

   5.1   RETIREMENT BENEFIT......................................................................................12

   5.2   PAYMENT OF RETIREMENT BENEFIT...........................................................................12

ARTICLE VI DEATH BENEFITS........................................................................................12

   6.1   POST-RETIREMENT DEATH BENEFIT...........................................................................12

   6.2   PRE-RETIREMENT DEATH BENEFIT............................................................................12


ARTICLE VII TERMINATION BENEFIT..................................................................................13

   7.1   TERMINATION BENEFIT.....................................................................................13

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<S>                                                                                                              <C>
   7.2   PAYMENT OF TERMINATION BENEFIT..........................................................................13


ARTICLE VIII        DISABILITY WAIVER AND BENEFIT................................................................13

   8.1   DISABILITY WAIVER.......................................................................................13

   8.2   CONTINUED ELIGIBILITY; DISABILITY BENEFIT...............................................................13


ARTICLE IX        BENEFICIARY DESIGNATION........................................................................14

   9.1   BENEFICIARY.............................................................................................14

   9.2   BENEFICIARY DESIGNATION; CHANGE.........................................................................14

   9.3   ACKNOWLEDGMENT..........................................................................................14

   9.4   NO BENEFICIARY DESIGNATION..............................................................................14

   9.5   DOUBT AS TO BENEFICIARY.................................................................................14

   9.6   DISCHARGE OF OBLIGATIONS................................................................................14


ARTICLE X         LEAVE OF ABSENCE...............................................................................14

   10.1  PAID LEAVE OF ABSENCE...................................................................................14

   10.2  UNPAID LEAVE OF ABSENCE.................................................................................14


ARTICLE XI        TERMINATION, AMENDMENT OR MODIFICATION.........................................................15

   11.1  TERMINATION.............................................................................................15

   11.2  AMENDMENT...............................................................................................15

   11.3  PLAN AGREEMENT..........................................................................................16

   11.4  EFFECT OF PAYMENT.......................................................................................16


ARTICLE XII       ADMINISTRATION.................................................................................16

   12.1  COMMITTEE DUTIES........................................................................................16

   12.2  AGENTS..................................................................................................16

   12.3  BINDING EFFECT OF DECISIONS.............................................................................16

   12.4  INDEMNITY OF COMMITTEE..................................................................................16

   12.5  EMPLOYER INFORMATION....................................................................................16


ARTICLE XIII        OTHER BENEFITS AND AGREEMENTS................................................................17

   13.1  COORDINATION WITH OTHER BENEFITS........................................................................17


ARTICLE XIV         CLAIMS PROCEDURES............................................................................17

   14.1  PRESENTATION OF CLAIM...................................................................................17

   14.2  NOTIFICATION OF DECISION................................................................................17
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<S>                                                                                                              <C>
   14.3  REVIEW OF A DENIED CLAIM................................................................................17

   14.4  DECISION ON REVIEW......................................................................................18

   14.5  LEGAL ACTION............................................................................................18


ARTICLE XV        TRUST..........................................................................................18

   15.1  ESTABLISHMENT OF THE TRUST..............................................................................18


ARTICLE XVI         MISCELLANEOUS................................................................................19

   16.1  STATUS OF PLAN..........................................................................................19

   16.2  UNSECURED GENERAL CREDITOR..............................................................................19

   16.3  EMPLOYER'S LIABILITY....................................................................................19

   16.4  NONASSIGNABILITY........................................................................................19

   16.5  NOT A CONTRACT OF EMPLOYMENT............................................................................19

   16.6  FURNISHING INFORMATION..................................................................................19

   16.7  TERMS...................................................................................................19

   16.8  CAPTIONS................................................................................................20

   16.9  GOVERNING LAW...........................................................................................20

   16.10 NOTICE..................................................................................................20

   16.11 SUCCESSORS..............................................................................................20

   16.12 SPOUSE'S INTEREST.......................................................................................20

   16.13 VALIDITY................................................................................................20

   16.14 INCOMPETENT.............................................................................................20

   16.15 COURT ORDER.............................................................................................21

   16.16 DISTRIBUTION IN THE EVENT OF TAXATION...................................................................21

   16.17 INSURANCE...............................................................................................21

   16.18 LEGAL FEES TO ENFORCE RIGHTS AFTER CHANGE IN CONTROL....................................................21
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                                     -iii-

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                                  INTRODUCTION

         The UtiliCorp United Inc. Supplemental Contributory Retirement Plan was
originally adopted effective as of January 1, 1995. Effective as of January 1,
2001, the Plan is amended and restated in its entirety as set forth herein, and
the terms of the "UtiliCorp United Inc. Capital Accumulation Plan" are merged
with and into this amended and restated Plan document. In connection with this
amendment and restatement, the Plan will continue under the name of the
"UtiliCorp United Inc. Capital Accumulation Plan." The purpose of this Plan is
to provide specified benefits to a select group of management and highly
compensated employees and non-employee directors who contribute materially to
the continued growth, development and future business success of UtiliCorp
United Inc., a Delaware corporation, and its subsidiaries that participate in
this Plan. This Plan shall be unfunded for tax purposes and for purposes of
Title I of ERISA.

         The rights and benefits of a Participant or any other person entitled
to benefits under this Plan shall be determined in accordance with the
applicable provisions of the Plan in effect at the time of the Participant's
separation from service, except as otherwise explicitly provided in this Plan.

                                    ARTICLE I
                                   DEFINITIONS

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

         1.1 "ACCOUNT" shall mean, with respect to each Participant, the
bookkeeping account(s) established on behalf of such Participant to reflect his
or her interest in the Plan. Such Account 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 BONUS" shall mean, with respect to each Participant who is
an Employee, any cash compensation earned by such Participant during a Plan Year
in excess of Base Salary under any Employer's bonus, long-term or annual cash
incentive plans, excluding stock options.

         1.3 "BASE SALARY" shall mean (i) with respect to any Participant who is
a Director, any annual retainer, meeting fees, and committee fees payable in
cash to the Director for serving on the Board or any committee thereof, but does
not include reimbursable expenses or any bonuses or incentive awards; and (ii)
with respect to any Participant who is an Employee, cash compensation relating
to services performed during any Plan Year, whether or not paid in such year or
included on the Federal Income Tax Form W-2 for such 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 Salary shall be calculated before reduction for compensation
voluntarily deferred or contributed by a 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.


                                     -1-

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         1.4 "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.

         1.5      "BOARD" shall mean the board of directors of the Company.

         1.6      "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

                  (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

                                     -2-

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         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 1.6, the following definitions shall
apply:

                  (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.

         1.7 "CODE" shall mean the Internal Revenue Code of 1986, as it may be
amended from time to time. Any reference to a section of the Code shall include
that section and any comparable section or sections of any future legislation
that amends, supplements or supercedes said section.

         1.8 "COMMITTEE" shall mean the committee described in Article 12.

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

         1.10 "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 3.5, even if such amount is being paid out in installments. The amounts
so deferred and amounts credited thereon shall

                                     -3-

<PAGE>

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.

         1.11 "DEFERRAL CONTRIBUTIONS" shall mean that portion of a
Participant's Base Salary and Annual Bonus that he or she elects to have, and is
deferred, in accordance with Section 3.1. In the event of a Participant's
Retirement, Disability (if deferrals cease in accordance with Section 8.1),
death or Termination of Employment prior to the end of a Plan Year, such year's
Deferral Contributions shall be the actual amount withheld prior to such event.

         1.12 "DEFERRAL CONTRIBUTION ACCOUNT" shall mean the bookkeeping account
established on behalf of each Participant to reflect the amount of Deferral
Contributions credited under the Plan on his or her behalf. Such account shall
be credited or debited with hypothetical investment gains or losses in
accordance with Section 3.5, and shall be debited for any distributions made to
the Participant (or his or her Beneficiary) pursuant to this Plan that relate to
such account.

         1.13 "DETERMINATION DATE" means the last day of each calendar quarter,
and such other more frequent dates as the Committee in its sole discretion shall
specify, as of which each Participant's Account is determined in accordance with
Section 3.5.

         1.14 "DIRECTOR" means a member of the Board who is neither an officer
nor an Employee of any Employer.

         1.15 "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.

         1.16 "DISABILITY BENEFIT" shall mean the benefit set forth in
Article 8.

         1.17 "DISCRETIONARY CONTRIBUTION" shall mean the amount determined in
accordance with Section 3.3.

         1.18 "DISCRETIONARY CONTRIBUTION ACCOUNT" shall mean the bookkeeping
account established on behalf of each Participant to reflect the amount of
Discretionary Contributions credited under the Plan on his or her behalf. Such
account shall be credited or debited with hypothetical investment gains or
losses in accordance with Section 3.5, and shall be debited for any
distributions made to the Participant (or his or her Beneficiary) pursuant to
this Plan that relate to such account.

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

                                      -4-

<PAGE>

         1.20 "EMPLOYER(S)" shall mean the Company and any of its affiliates
(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
participating employer.

         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 United Inc. Restated
Savings Plan, adopted by the Company.

         1.23 "MATCHING CONTRIBUTIONS" shall mean the amount determined in
accordance with Section 3.2.

         1.24 "MATCHING CONTRIBUTION ACCOUNT" shall mean the bookkeeping account
established on behalf of each Participant to reflect the amount of Matching
Contributions credited under the Plan on his or her behalf. Such account shall
be credited or debited with hypothetical investment gains or losses in
accordance with Section 3.5, and shall be debited for any distributions made to
the Participant (or his or her Beneficiary) pursuant to this Plan that relate to
such account.

         1.25 "PARTICIPANT" shall mean any Employee or Director who is selected
to participate in the Plan and has elected to participate by completing the
applicable enrollment forms designated by the Committee. A spouse or former
spouse of a Participant shall not be treated as a Participant in the Plan or
have an Account 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.

         1.26 "PLAN" shall mean the UtiliCorp United Inc. Capital Accumulation
Plan, which shall be evidenced by this instrument and by each Plan Agreement, as
they may be amended from time to time.

         1.27 "PLAN AGREEMENT" shall mean a written agreement(s), 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. 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.

         1.28 "PLAN YEAR" shall mean a period beginning on January 1 of each
calendar year and continuing through December 31 of such calendar year.
Notwithstanding the foregoing, if a person first commences participation in the
Plan after the first day of any calendar year, such person's initial "Plan Year"
shall commence on his or her date of participation and end on the following
December 31.

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

                                      -5-

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         1.30 "RETIREMENT", "RETIRE(S)" or "RETIRED" shall mean (i) with respect
to any Participant who is 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); and (ii) with respect to any
Participant who is a Director, the date on which such Participant ceases to be a
director of the Board for any reason other than death.

         1.31 "RETIREMENT BENEFIT" shall mean the benefit set forth in Article5.

         1.32 "SHORT TERM PAY-OUT" shall mean the benefit set forth in Section
4.1.

         1.33 "TERMINATION BENEFIT" shall mean the benefit set forth in Article
7.

         1.34 "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. Despite the
foregoing, a Director who ceases to be a director of the Board for any reason
other than death shall be deemed to have Retired.

         1.35 "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.

         1.36 "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.

                                   ARTICLE II
                       SELECTION, ENROLLMENT, ELIGIBILITY

         2.1 SELECTION BY COMMITTEE. Participation in the Plan shall be limited
to (i) a select group of management and highly compensated employees of the
Employers, as determined by the Committee in its sole discretion and (ii)
Directors of the Company. From that group, the Committee shall select, in its
sole discretion, the persons eligible to participate in the Plan.

         2.2 ELIGIBILITY; COMMENCEMENT OF PARTICIPATION. Each Employee or
Director selected to participate in the Plan may enroll in the Plan by
completing a Plan Agreement and any other forms designated by and acceptable to
the Committee. If an Employee or Director fails to enroll in the Plan for any
Plan Year by the date designated by the Committee, such individual shall not be
eligible to participate in the Plan until the first day of the first Plan Year
following the delivery to and acceptance by the Committee of such required
documents.

         2.3 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

                                     -6-

<PAGE>

Year in which the Participant's membership status changes, (ii) prevent the
Participant from making future deferral elections and receiving Employer
contributions and/or (iii) immediately distribute the Participant's Account
as a Termination Benefit and terminate the Participant's participation in the
Plan.

                                   ARTICLE III
                           CREDITING OF ACCOUNTS/TAXES

         3.1  DEFERRAL OF BASE SALARY.

                  (a) For each Plan Year, each Participant's Deferral
         Contribution Account shall be credited with an amount ("Deferral
         Contribution") equal to the sum of (i) the Participant's Annual Bonus
         Deferral, (ii) Matched Base Salary Deferral, and (iii) Unmatched Base
         Salary Deferral, as each of those amounts are defined under Section
         3.1(d) below.

                  (b) Subject to the exceptions set forth elsewhere in this
         Plan, each Participant's deferral elections under this Section 3.1,
         including without limitation his or her 401(k) Plan deferral
         percentage, shall be irrevocable and shall be made in the manner and at
         the times specified by the Committee prior to the beginning of each
         Plan Year. The Committee, in its sole discretion, may establish any and
         all procedures, rules, and requirements it deems prudent in connection
         with such deferral elections, including but not limited to specifying
         any minimum and maximum deferral amounts.

                  (c) Each Participant's Unmatched and Matched Base Salary
         Deferrals shall be withheld from each regularly scheduled payroll in
         equal amounts, as adjusted for increases or decreases in salary;
         provided, however, a Participant's Matched Base Salary Deferral shall
         not be withheld until the Participant has contributed the 401(k)
         Maximum Deferral Amount to the 401(k) Plan for such Plan Year. Each
         Participant's Annual Bonus Deferral shall be withheld at the time such
         amount would have been paid to such Participant but for his or her
         deferral election.

                  (d) DEFINITIONS:

                           (i) "Adjusted Base Salary" means a Participant's Base
                  Salary reduced by the amount (if any) of his or her Unmatched
                  Base Salary Deferral.

                           (ii) A Participant's "Annual Bonus Deferral" shall
                  equal the product of (i) the Participant's Annual Bonus
                  multiplied by (ii) the deferral percentage designated by such
                  Participant prior to the beginning of such Plan Year.

                           (iii) A Participant's "Matched Base Salary Deferral"
                  shall equal (A) the product of (i) the Participant's Adjusted
                  Base Salary multiplied by (ii) the 401(k) Plan deferral
                  percentage designated by such Participant prior to the
                  beginning of such Plan Year; less (B) the 401(k) Maximum
                  Deferral Amount.

                           (iv) The "401(k) Maximum Deferral Amount" means the
                  maximum elective deferral contribution that may be made by a
                  Participant to the 401(k) Plan for each Plan Year within the
                  applicable limitations of the 401(k) Plan and Code Sections
                  401(a)(17), 401(k) and 402(g).


                                      -7-

<PAGE>

                           (v) A Participant's "Unmatched Base Salary Deferral"
                  shall equal the product of (i) the Participant's Base Salary
                  multiplied by (ii) the deferral percentage designated by such
                  Participant prior to the beginning of such Plan Year.

         3.2 MATCHING CONTRIBUTIONS. For each Plan Year, each Participant's
Matching Contribution Account shall be credited with an amount (a "Matching
Contribution") equal to:

                  (a) 100% of such Participant's Matched Base Salary Deferral to
         the extent such Matched Base Salary Deferral Contribution do not exceed
         6% of such Participant's Adjusted Base Salary; REDUCED BY

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

         Such Matching Contributions shall be credited to the Participant's
Matching Contribution Account under this Plan at the same time the Participant's
corresponding Matched Base Salary Deferral contributions are credited under the
Plan. No Matching Contributions shall be credited under this Plan with respect
to any portion of a Participant's Annual Bonus Deferral under this Plan.

         3.3 DISCRETIONARY CONTRIBUTION. For each Plan Year, each Participant's
Discretionary Contribution Account shall be credited with an amount (a
"Discretionary Contribution") equal to:

                  (a) the aggregate amount of the 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 or her Base Salary under this Plan for
         the applicable Plan Year; REDUCED BY

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

         The purpose of the contributions under this Section 3.3 is to make the
Participant whole for the loss of the Employer discretionary contribution 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 Base Salary under this Plan.

         3.4 VESTING. Each Participant shall at all times be 100% vested in his
or her Account.

         3.5 CREDITING/DEBITING OF ACCOUNTS. 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 in accordance with the following rules:

                  (a) DETERMINATION OF ACCOUNT. As of each Determination Date,
         the amount credited to a Participant's Account shall be the amount
         credited to his or her Account as of the immediately preceding
         Determination Date, plus the Participant's Deferral, Matching and
         Discretionary Contributions since the immediately preceding
         Determination Date, minus any amount that is paid to or on behalf of a
         Participant subsequent to the immediately preceding Determination Date,
         plus or minus any hypothetical investment gains or losses determined in
         the manner set forth in Section 3.5 below.

                                     -8-

<PAGE>

                  (b) MEASUREMENT FUNDS. The Committee, in its sole discretion,
         shall designate the "measurement funds" to be used for purposes of
         crediting hypothetical earnings on the amounts credited to each
         Participant's Account. 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.

                  (c) MEASUREMENT FUNDS FOR DEFERRAL CONTRIBUTIONS. Each
         Participant shall elect, from among the measurement fund(s) offered
         under the Plan from time to time and in the manner and at the time(s)
         designated by and acceptable to the Committee, the measurement fund(s)
         to be used for purposes of determining the hypothetical investment
         returns to be credited or debited to his or her Deferral Contribution
         Account. To the extent and in the manner permitted by the Committee, a
         Participant may modify his or her investment elections with respect to
         future contribution credits and/or his or her existing Deferral
         Contribution Account balance. Any election that is made in accordance
         with the foregoing shall be effective as of the Determination Date
         coinciding with or next following the acceptance of such election by
         the Committee. If the Employer provides a Participant with the
         authority to change the investment of the Employer's assets, such
         authority may be revoked at any time.

                  (d) MEASUREMENT FUND FOR MATCHING AND DISCRETIONARY
         CONTRIBUTIONS. Notwithstanding any other provisions in this Plan that
         may be interpreted to the contrary, each Participant's Discretionary
         Contribution Account and Matching Contribution Account shall be deemed
         invested in the "UtiliCorp United Inc. Common Stock measurement fund"
         at all times.

                  (e) HYPOTHETICAL INVESTMENT EARNINGS. 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 selected measurement funds themselves (except as
         otherwise provided in this Section). A Participant's Account shall be
         credited or debited, as the case may be, as of each Determination Date
         based on the investment performance of each measurement fund, as
         determined by the Committee in its sole discretion, as though an amount
         equal to such Participant's Account had actually been invested in the
         applicable measurement fund(s).

                  (f) CREDITING RATE FOR MOODY'S BOND INDEX MEASUREMENT FUND.
         Notwithstanding any provision in this Plan to the contrary, the
         investment rate of return for each Plan Year for the "Moody's Bond
         Index measurement fund" (to the extent such fund is designated by the
         Committee as a Measurement Fund) shall be determined by the Committee
         prior to the beginning of such Plan Year and shall be equal to 130% of
         the average corporate bond yield published in Moody's Bond Record under
         the heading of "Moody's Corporate Bond Yield Averages - Av. Corp" for
         the month of December that immediately precedes the Plan Year for which
         the investment rate is being determined. The Committee, in its sole
         discretion, may limit the availability of the Moody's Bond Index
         measurement fund to a limited group of Participants.

                  (g) UNFUNDED STATUS. Notwithstanding the foregoing or 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
         determination of credits and debits to his or her Account based on the
         measurement funds, the Employer's actual ownership


                                     -9-

<PAGE>

         of the measurement funds, and any authority granted by the Employer
         to a Participant to change the investment of the Employer's assets,
         if any, may not be considered or construed in any manner as an
         actual investment of the Account in any such measurement fund or to
         constitute a funding of this Plan. The Employer is not obligated to
         actually invest in, or to continue an investment in, any
         measurement fund or other asset.

         3.6 FICA AND OTHER TAXES. For each Plan Year in which an Employee or
Director participates in the Plan, the Employer shall, to the extent required by
applicable law, withhold from that portion of the Participant's compensation
that is not being deferred, the Participant's share of FICA and other applicable
taxes attributable to his or her contribution under this Plan. If necessary, the
Committee may reduce the Participant's Deferral Contributions in order to comply
with this Section 3.6.

         3.7 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.

         3.8 OTHER DEFERRED INCOME ARRANGEMENTS. The provisions of this Section
3.8 shall apply exclusively to those Participants under this Plan who have an
unfunded deferred account or other deferred benefit entitlement under any other
deferred compensation plan, agreement or arrangement with UtiliCorp United Inc.
or any of its affiliates which the Committee has designated as eligible for
transfer to this Plan ("Other Plan"). Each such Participant may elect, in the
form and manner and at the time designated by the Committee, to relinquish all
past, present and future benefits, rights and entitlements that he may have
under the Other Plan, in which case, an amount equal to his or her deferred
benefit under such Other Plan, determined as of the date (the "transfer date")
and in the manner set forth in a separate agreement between the Participant's
Employer and such Participant, shall be credited to a "Deferred Benefit Transfer
Account" established on his or her behalf under this Plan. Separate sub-accounts
may be established under a Participant's Deferred Benefit Transfer Account to
reflect amounts transferred from different deferred compensation plans,
agreements or arrangements. The Deferred Benefit Transfer Account established on
behalf of a Participant shall treated for all purposes under this Plan as though
such account was a part of the Participant's Deferral Contribution Account.

                                   ARTICLE IV
  SHORT TERM PAY-OUT; UNFORESEEABLE FINANCIAL EMERGENCIES; WITHDRAWAL ELECTION

         4.1  SHORT TERM PAY-OUT.

                  (a) In connection with each Participant's deferral election
         for a Plan Year, such Participant may elect to receive a "Short Term
         Pay-Out" of his or her Deferral Contributions attributable to such Plan
         Year. Subject to the Deduction Limitation and the other terms and
         conditions of this Plan, each Short Term Pay-Out benefit shall be paid
         in a lump sum as soon as reasonably practicable (which will normally be
         within 60 days) after the last day of any Plan Year designated by the
         Participant that is at least three (3) Plan Years after the Plan Year
         during which such Deferral Contributions were made. By way of example,
         if a three (3) year Short Term Pay-Out is elected for Deferral
         Contributions that are deferred during the Plan Year

                                     -10-

<PAGE>

         commencing January 1, 2000, the three (3) year Short Term Pay-Out
         would become payable as soon as reasonably practicable on or after
         December 31, 2003.

                  (b) ELECTION TO DEFER SHORT TERM PAY-OUT. At any time after a
         Short Term Pay-Out is elected but in no event less than one (1) year
         before the scheduled Short Term Pay-Out date, the Participant may
         irrevocably elect to extend his or her scheduled payment date to a
         subsequent pay-out date, in which case, the Participant's Deferral
         Contributions attributable to such election shall be paid, subject to
         the Deduction Limitation, in a single lump sum as soon as reasonably
         practicable (which will normally be within 60 days) after such extended
         pay-out date. A Participant shall be entitled to elect to extend his or
         her Short Term Pay-Out election under this Section 4.1 only one time
         with respect to his or her Deferral Contributions for each Plan Year.

                  (c) PAYMENT OF HYPOTHETICAL EARNINGS ATTRIBUTABLE TO SHORT
         TERM PAY-OUTS. Effective for Plan Years beginning on and after January
         1, 2001, a Participant's Short Term Pay-Out benefit shall relate solely
         to his or her Deferral Contributions for a Plan Year and shall be
         exclusive of any hypothetical investment gains or losses credited on
         such contributions in accordance with Section 3.5; provided, however,
         in no event shall a Participant's Short Term Pay-Out benefit exceed the
         balance of his or her Deferral Contribution Account. An remaining
         hypothetical investment earnings attributable to such contributions
         shall be paid to the Participant, along with the balance of his or her
         Account, as a Termination or Retirement Benefit.

                  (d) OTHER BENEFITS TAKE PRECEDENCE OVER SHORT-TERM. Should an
         event occur that triggers a benefit under Article 5, 6, 7 or 8, any
         Deferral Contributions that are subject to a Short Term Pay-Out
         election under this Section 4.1 shall not be paid in accordance with
         this Section 4.1 but shall be paid in accordance with the other
         applicable Article.

         4.2 WITHDRAWAL PAY-OUT/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 pay-out from
the Plan. The pay-out shall not exceed the lesser of the Participant's Account,
calculated as if such Participant were receiving a Termination Benefit, or the
amount reasonably needed to satisfy the Unforeseeable Financial Emergency. If
the petition for a suspension and/or pay-out is approved, suspension shall take
effect upon the date of approval and any pay-out shall be made as soon as
reasonably practicable following such date. The payment of any amount under this
Section 4.2 shall not be subject to the Deduction Limitation.

         4.3 WITHDRAWAL ELECTION. A Participant (or, after a Participant's
death, his or her Beneficiary) may elect, at any time, to withdraw the balance
of his or her Account, calculated as if there had occurred a Termination of
Employment as of the day of the election, less a withdrawal penalty equal to 10%
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. 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 as soon as reasonably
practicable following his or her election. Once the Withdrawal Amount is paid,
the

                                    -11-

<PAGE>

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. No partial withdrawals of the Withdrawal Amount shall be allowed.
The payment of any amount under this Section 4.3 shall not be subject to the
Deduction Limitation.

                                    ARTICLE V
                               RETIREMENT BENEFIT

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

         5.2 PAYMENT OF RETIREMENT BENEFIT. A Participant in connection with his
or her commencement of participation in the Plan, shall elect 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 pay-out 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 twelve (12) 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 a 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
twelve (12) 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 single lump sum. The lump sum payment shall be
made, or installment payments shall commence, as soon as reasonably practicable
(which will normally occur within 60 days) following the date the Participant
Retires. Any payment made shall be subject to the Deduction Limitation.

                                   ARTICLE VI
                                 DEATH BENEFITS

         6.1 POST-RETIREMENT DEATH 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 to the preceding sentence, a complete
withdrawal of the benefits to which he or she is entitled in accordance with
Section 4.3.

         6.2 PRE-RETIREMENT DEATH BENEFIT. Subject to the Deduction Limitation,
if a Participant dies before he or she Retires, experiences a Termination of
Employment or suffers a Disability, such Participant's Beneficiary shall be
entitled to payment of the Participant's Account. Such payment shall made, at
the election of the Participant, in either a single lump sum or pursuant to a
Quarterly Installment Method over 2 to 15 years. The Participant may annually
change such election to an

                                    -12-

<PAGE>

allowable alternative pay-out 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 pay-out of the Participant's
death benefit. If a Participant does not make any election with respect to
the payment of the death benefit, then such benefit shall be paid in a lump
sum. Notwithstanding the foregoing, if the Participant's Account at the time
of his or her death is less than $25,000, payment of the death benefit may be
made, in the sole discretion of the Committee, in a lump sum or pursuant to a
Quarterly Installment Method of not more than 5 years. The lump sum payment
shall be made, or installment payments shall commence, as soon as reasonably
practicable (which will normally be within 60 days) after the date the
Committee is provided with proof that is satisfactory to the Committee of the
Participant's death.

                                   ARTICLE VII
                               TERMINATION BENEFIT

         7.1 TERMINATION BENEFIT. Subject to the Deduction Limitation, a
Participant who experiences a Termination of Employment shall receive a
Termination Benefit, which shall be equal to the balance of his or her Account.

         7.2 PAYMENT OF TERMINATION BENEFIT. The Termination Benefit shall be
paid in a lump sum as soon as reasonably practicable (which will normally be
within 60 days) after the date of the Participant's Termination of Employment.
Any payment made shall be subject to the Deduction Limitation.

                                  ARTICLE VIII
                          DISABILITY WAIVER AND BENEFIT

         8.1 DISABILITY WAIVER. A Participant who is determined by the Committee
to be suffering from a Disability shall be excused from fulfilling that portion
of the Deferral Contributions commitment that would otherwise have been withheld
from a Participant's Base Salary and Annual Bonus 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. If a Participant returns to employment with an Employer after a Disability
ceases, the Participant may recommence participation in accordance with the Plan
provisions set forth herein and any additional rules specified by the Committee
in its sole discretion.

         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 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
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 the balance of his or
her Account 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

                                    -13-

<PAGE>

lump sum as soon as reasonably practicable (which will normally occur within
60 days) of the Committee's exercise of such right. Any payment made shall be
subject to the Deduction Limitation.

                                   ARTICLE IX
                             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 a beneficiary designation form
available from the Committee, 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 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 sole 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, the Committee
and the trustee of the Trust from all further obligations under this Plan with
respect to the Participant.

                                    ARTICLE X
                                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 his or her Deferral Contributions shall continue to
be withheld during such paid leave of absence in accordance with Section 3.1.

         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


                                     -14-

<PAGE>

making Deferral Contributions 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 XI
                     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 Accounts, 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:

                  (a) If the Plan is terminated with respect to all of its
         Participants prior to a Change of Control, such 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 the
         Plan is terminated with respect to less than all of its Participants,
         such Employer shall be required to pay such benefits in a lump sum; and

                  (b) If the Plan is terminated with respect to all or less than
         all of its Participants after a Change in Control, such 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 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. Each 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 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

                                   -15-

<PAGE>

payment of benefits under the Plan as of the date of the amendment or
modification; provided, however, that each Employer shall have the right to
accelerate installment payments by paying the Account 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.

                                   ARTICLE XII
                                 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.

         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.

                                   -16-

<PAGE>

                                  ARTICLE XIII
                          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 XIV
                                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) and shall notify the Claimant in writing:

                  (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):


                                    -17-
<PAGE>

                  (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.

                                   ARTICLE XV
                                      TRUST

         15.1 ESTABLISHMENT OF THE TRUST.

                  (a) CONTRIBUTION. The Company shall establish the Trust, and
         each Employer shall 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 such Employer's Participants for all periods prior to
         the transfer, as well as any debits and credits to the Participants'
         Accounts for all periods prior to the transfer, taking into
         consideration the value of the assets in the Trust at the time of the
         transfer

                  (b) CONTRIBUTION FOLLOWING CHANGE OF CONTROL. Notwithstanding
         Section 15.1(a) above, in the event of a Change of Control, the
         Employers 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 present value of the
         Accounts under the Plan as of the date of such Change of Control, and
         (ii) an amount equal 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 Employer'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.


                                   -18-

<PAGE>
                                   ARTICLE XVI
                                  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 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


                                    -19-

<PAGE>

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.

         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 sole 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.

                                     -20-

<PAGE>

         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 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 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

                                     -21-

<PAGE>

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.

                               *******************

                                     -22-

<PAGE>

         IN WITNESS WHEREOF, the Company has caused this Plan document to be
executed this 29th day of November, 2000, effective as of January 1, 2001.

                                            UtiliCorp United Inc.
                                            ("Company")



                                            By:        /s/   Dale J. Wolf
                                            Title:     Vice President/Finance




Attest:  /s/   Nancy J. Browning
         Assistant Secretary




                                     -23-