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                            EMPLOYMENT AGREEMENT


    EMPLOYMENT AGREEMENT made and entered into as of the 6th day of November, 
1996, by and between UTILICORP UNITED INC. (the "Company"), a Delaware 
corporation, and Richard C. Green, Jr. (the "Executive"); 

    WHEREAS, the Executive is currently serving as Chairman and Chief 
Executive Officer of the Company, and the Company desires to secure the 
continued employment of the Executive in accordance herewith;

    WHEREAS, the Executive is willing to commit himself to be employed by the 
Company on the terms and conditions herein set forth and thus to forego 
opportunities elsewhere; and

    WHEREAS, the parties desire to enter into this Agreement, as of the 
Effective Date, as hereinafter defined, setting forth the terms and 
conditions for the employment relationship of the Executive with the Company 
during the Employment Period (as hereinafter defined).

    NOW, THEREFORE, IN CONSIDERATION of the mutual premises, covenants and 
agreements set forth below, it is hereby agreed as follows:

    1.   EMPLOYMENT AND TERM. 

         (a)  EMPLOYMENT.  The Company agrees to employ the Executive, and 
the Executive agrees to be employed by the Company, in accordance with the 
terms and provisions of this Agreement during the term hereof (as described 
below).

         (b)  TERM.  The term of this Agreement shall commence as of the date 
hereof (the "Effective Date") and shall continue until the date that is the 
third anniversary of the Effective Date (such term being referred to 
hereinafter as the "Employment Period"); provided, however, that the 
Employment Period shall automatically be extended for one additional day on 
each day this Agreement is effective beginning with the day after the 
Effective Date, unless the Company, with the approval of the Board of 
Directors of the Company (the "Board"), or the Executive shall have given 
notice that this Agreement shall not be extended, in which case the 
Employment Period shall terminate on the date that is three years following 
receipt of such notice by the party to whom it is directed.

    2.   DUTIES AND POWERS OF EXECUTIVE.

         (a)  POSITION; LOCATION.  During the Employment Period, the 
Executive shall serve as Chairman of the Board and Chief Executive Officer of 
the Company and perform such duties and services appertaining to such 
positions as reasonably directed by the Company.  The Executive's services 
shall be performed primarily at the Company's headquarters which shall be 
located in the Kansas City metropolitan area.

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         (b)  BOARD MEMBERSHIP.  The Executive shall be a member of the Board 
on the first day of the Employment Period, and the Board shall propose the 
Executive for re-election to the Board throughout the Employment Period.

         (c)  ATTENTION.  During the Employment Period, and excluding any 
periods of vacation and sick leave to which the Executive is entitled, the 
Executive shall devote reasonable attention and time during normal business 
hours to the business and affairs of the Company and, to the extent necessary 
to discharge the responsibilities assigned to the Executive under this 
Agreement, shall use his reasonable best efforts to carry out such 
responsibilities faithfully and efficiently.  It shall not be considered a 
violation of the foregoing for the Executive to serve on corporate, industry, 
civic or charitable boards or committees, so long as such activities do not 
significantly interfere with the performance of the Executive's 
responsibilities as an employee of the Company in accordance with this 
Agreement.

    3.   COMPENSATION.  The Executive shall receive the following 
compensation for his services hereunder to the Company:

         (a)  SALARY.  During the Employment Period, the Executive's annual 
base salary (the "Annual Base Salary"), payable in accordance with the 
Company's general payroll practices, in effect from time to time, shall be at 
the annual rate established by the Board, but in no event less than $630,000 
which is the Executive's annual base salary with the Company in effect as of 
the day before the Effective Date.  The Board may from time to time direct 
such upward adjustments in Annual Base Salary as the Board deems to be 
necessary or desirable, including, without limitation, adjustments in order 
to reflect increases in the cost of living.  The Annual Base Salary shall not 
be reduced after any increase thereof.  Any increase in the Annual Base 
Salary shall not serve to limit or reduce any other obligation of the Company 
under this Agreement.

         (b)  INCENTIVE COMPENSATION.  During the Employment Period, the 
Executive shall participate in short-term incentive compensation plans and 
long-term incentive compensation plans (the latter to consist of plans 
offering stock options, restricted stock and other long-term incentive 
compensation) providing him with the opportunity to earn, on a year-by-year 
basis, short-term and long-term incentive compensation (the "Incentive 
Compensation") at least equal to the greater of (i) the amounts that he had 
the opportunity to earn under the comparable plans of the Company as in 
effect immediately before the Effective Time, or (ii) the amounts that any 
other senior executive officer of the Company has the opportunity to earn 
under the plans of the Company and its subsidiaries for that year.

         (c)  RETIREMENT, INCENTIVE AND WELFARE BENEFIT PLANS.  In addition 
to the benefits available under Section 3(b), during the Employment Period 
and so long as the Executive is employed by the Company, he shall be eligible 
to participate in all other incentive, stock option, restricted stock, 
performance unit, savings, retirement and welfare plans, practices, policies 
and programs applicable generally to employees and/or senior executive 
officers of the Company and its subsidiaries, except with respect to any 
benefits under any plan, practice, policy or program to which the Executive 
has waived his rights in writing.

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         (d)  INSURANCE.  During the Employment Period, the Company shall 
provide the Executive with life insurance coverage providing a death benefit 
to such beneficiary or beneficiaries as the Executive may designate of not 
less than three times his Annual Base Salary.

         (e)  EXPENSES.  The Company shall reimburse the Executive for all 
expenses, including those for travel and entertainment, properly incurred by 
him in the performance of his duties hereunder, subject to any reasonable 
policies established from time to time by the Board.

         (f)  FRINGE BENEFITS.  During the Employment Period and so long as 
the Executive is employed by the Company, he shall be entitled to receive 
fringe benefits in accordance with the plans, practices, programs and 
policies of the Company from time to time in effect, commensurate with his 
position, which benefits shall be at least the same as those received by any 
senior executive officer of the Company.

    4.   TERMINATION OF EMPLOYMENT.

         (a)  DEATH.  The Executive's employment shall terminate 
automatically upon the Executive's death during the Employment Period.

         (b)  BY THE COMPANY FOR CAUSE.  The Company may terminate the 
Executive's employment during the Employment Period for Cause.  For purposes 
of this Agreement, "Cause" shall mean (i) conduct which is not authorized by 
the Board, is materially detrimental to the Company, is a willful breach of 
this Agreement, and fails to fulfill substantially all of Executive's 
necessary duties; or (ii) the conviction of the Executive for the commission 
of a felony which, at the time of such commission, has a materially adverse 
effect on the Company.

         (c)  BY THE COMPANY WITHOUT CAUSE.  Notwithstanding any other 
provision of this Agreement, the Company may terminate the Executive's 
employment for any reason other than for Cause during the Employment Period, 
but only upon the affirmative vote of two-thirds of the membership of the 
Board.
    
         (d)  BY THE EXECUTIVE FOR GOOD REASON.  The Executive may terminate 
his employment during the Employment Period for Good Reason.  For purposes of 
this Agreement, "Good Reason" shall mean:

              (i)  the reduction in the Executive's Annual Base Salary as
         specified in Section 3(a) of this Agreement, the Executive's Incentive
         Compensation benefit as specified in Section 3(b) of this Agreement,
         or any other benefit or payment described in Section 3 of this
         Agreement;

              (ii) the change without the Executive's consent of the
         Executive's title, authority, duties or responsibilities as specified
         in Section 2(a) of this Agreement;


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              (iii)     the Company's requiring the Executive without his
         consent to be based at any office or location other than the Company's
         headquarters which shall be located in the Kansas City metropolitan
         area; or

              (iv) any breach by the Company of any other material provision of
         this Agreement. 

         (e)  NOTICE OF TERMINATION.  Any termination of Executive's 
employment during the Employment Period by the Company for any reason, or by 
the Executive for Good Reason, shall be communicated by Notice of Termination 
to the other party hereto given in accordance with Section 11(b) of this 
Agreement.  For purposes of this Agreement, a "Notice of Termination" means a 
written notice which (i) indicates the specific termination provision in this 
Agreement relied upon, (ii) to the extent applicable, sets forth in 
reasonable detail the facts and circumstances claimed to provide a basis for 
termination of the Executive's employment under the provision so indicated, 
and (iii) if the Date of Termination (as defined in Section 4(f)) is other 
than the date of receipt of such notice, specifies the termination date 
(which date shall not be more than 30 days after the giving of such notice).  
The failure by the Executive or the Company to set forth in the Notice of 
Termination any fact or circumstance which contributes to a showing of Good 
Reason or Cause shall not waive any right of the Executive or the Company 
hereunder or preclude the Executive or the Company from asserting such fact 
or circumstance in enforcing the Executive's or the Company's rights 
hereunder.

         (f)  DATE OF TERMINATION.  "Date of Termination" means (i) if the 
Executive's employment is terminated by the Company for Cause, or by the 
Executive for Good Reason, the date of receipt of the Notice of Termination 
or any later date specified therein, as the case may be, (ii) if the 
Executive's employment is terminated by the Company other than for Cause, the 
Date of Termination shall be the date on which the Company notifies the 
Executive of such termination and (iii) if the Executive's employment is 
terminated by reason of death, the Date of Termination shall be the date of 
death.

    5.   OBLIGATIONS OF THE COMPANY UPON TERMINATION. 

         (a)  TERMINATION OTHER THAN FOR CAUSE.  If, during the Employment 
Period, the Company shall terminate the Executive's employment (other than in 
the case of a termination for Cause), the Executive shall terminate his 
employment for Good Reason or the Executive's employment shall terminate by 
reason of death or Executive becoming eligible for long-term disability 
benefits under Company sponsored disability plan(s)  (which circumstance 
shall hereinafter be referred to as "disability") (termination in any such 
case being referred to as a "Termination"):

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              (i)  the Company shall pay to the Executive a lump sum amount in
         cash equal to the sum of (A) the Executive's Annual Base Salary
         through the Date of Termination to the extent not theretofore paid,
         (B) an amount equal to the maximum Incentive Compensation benefit
         described in Section 3(b) of this Agreement for the fiscal year of the
         Company that includes the Date of Termination multiplied by a fraction
         the numerator of which shall be the number of days from the beginning
         of such fiscal year to and including the Date of Termination and the
         denominator of which shall be 365, which calculation shall be based on
         the assumption that all target performance goals in effect on the Date
         of Termination will be exceeded to the maximum extent possible, and
         (C) any compensation previously deferred by the Executive (together
         with any accrued interest or earnings thereon) and any accrued
         vacation pay, in each case to the extent not theretofore paid.  (The
         amounts specified in clauses (A), (B) and (C) shall be hereinafter
         referred to as the "Accrued Obligations".)  The amounts specified in
         this Section 5(a)(i) shall be paid within 30 days after the Date of
         Termination; and

              (ii) in the event of Termination other than by reason of the
         Executive's death or disability, then the Company shall pay to the
         Executive (A) continued salary at the minimum annual base salary rate
         required by this Agreement for three years following  the Date of
         Termination (the "Continuation Period"); (B) a lump sum amount, in
         cash, equal to three times the maximum Incentive Compensation benefit
         described in Section 3(b) of this Agreement that would be paid to
         Executive for the year during which termination occurs, if all target
         performance goals in effect on the Date of Termination were exceeded
         to the maximum extent possible for such year, such amount to be paid
         within 30 days of such Date of Termination; (C) except with respect to
         the benefits provided pursuant to clause (E) below, the Company shall
         pay to the Executive the value of all benefits to which the Executive
         would have been entitled under Sections 3(d) and (f) had he remained
         in employment with the Company until the end of the Continuation
         Period; (D) the Company shall pay the value of all deferred
         compensation amounts (together with any accrued interest or earnings
         thereon) and all executive life insurance benefits whether or not then
         vested or payable; and (E) the Company shall continue medical and
         welfare benefits to the Executive and/or the Executive's family at
         least equal to those which would have been provided had the Executive
         remained in employment to the end of the Continuation Period
         (excluding benefits to which the Executive has waived his rights in
         writing), such benefits to be in accordance with the most favorable
         medical and welfare benefit plans, practices, programs or policies
         (the "M&W Plans") of the Company as in effect and applicable to any
         senior executive officer of the Company and his or her family during
         the 90-day period immediately preceding the Date of Termination or, if
         more favorable to the Executive, as in effect at any time thereafter
         with respect to any senior executive officer of the Company (but on a
         prospective basis only unless and then only to the extent, such more
         favorable M&W Plans are by their terms retroactive); provided,
         however, that if the Executive becomes employed with another employer
         and is eligible to receive medical or other welfare benefits under
         another employer-provided plan, the benefits under the M&W Plans shall
         be secondary to those provided under such other plan during such
         applicable period of eligibility.

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         (b)  TERMINATION BY THE COMPANY FOR CAUSE OR BY THE EXECUTIVE OTHER 
THAN FOR GOOD REASON.  Subject to the provisions of Section 6 of this 
Agreement, if the Executive's employment shall be terminated for Cause during 
the Employment Period, or if the Executive terminates employment during the 
Employment Period other than a termination for Good Reason, the Company shall 
have no further obligations to the Executive under this Agreement other than 
the obligation to pay to the Executive the Annual Base Salary through the 
Date of Termination plus the amount of any compensation previously deferred 
by the Executive (together with any accrued interest or earnings thereon), in 
each case to the extent theretofore unpaid, plus any other benefits to which 
Executive is entitled under any other agreements or policies with or of the 
Company.

         (c)  PAYMENTS IN THE EVENT OF APPLICATION OF AN EXCISE TAX.  It is 
the intention of the parties that any payments under this Agreement shall not 
be contingent upon a change in control of the Company.  Nevertheless, in the 
event that any payments under this Agreement or any other compensation, 
benefit or other amount from the Company for the benefit of Executive are 
subject to the tax imposed by Section 4999 of the Internal Revenue Code of 
1986, as amended (the "Code") (including any applicable interest and 
penalties, the "Excise Tax"), no such payment ("Parachute Payment") shall be 
reduced (except for required tax withholdings) and the Company shall pay to 
Executive by the earlier of the date such Excise Tax is withheld from 
payments made to Executive or the date such Excise Tax becomes due and 
payable by Executive, an additional amount (the "Gross-Up Payment") such that 
the net amount retained by Executive, after deduction of any Excise Tax on 
the Parachute Payments, taxes based upon the Tax Rate and Excise Tax upon the 
payment provided for by this Section 5(c), shall be equal to the amount the 
Executive would have received if no Excise Tax had been imposed.  The Company 
shall determine in good faith whether any of the Parachute Payments are 
subject to the Excise Tax and the amount of any Excise Tax and shall notify 
Executive of its determination.  The Company and Executive shall file all tax 
returns and reports regarding such Parachute Payments in a manner consistent 
with the Company's reasonable good faith determination.  For purposes of 
determining the amount of the Gross-Up Payment, Executive shall be deemed to 
pay taxes at the Tax Rate applicable at the time of the Gross-Up Payment.  In 
the event that the Excise Tax is subsequently determined to be less than the 
amount taken into account hereunder at the time a Parachute Payment is made, 
Executive shall repay to the Company at the time that the amount of such 
reduction in Excise Tax is finally determined the portion of the Gross-Up 
Payment attributable to such reduction plus interest on the amount of such 
repayment at the rate provided in Section 1274(d)(1) of the Code or other 
applicable provision of the Code but only to the extent that such interest is 
paid to Executive.  In the event that the Excise Tax is determined to exceed 
the amount taken into account hereunder at the time a Parachute Payment is 
made

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(including by reason of any payment the existence or amount of which cannot 
be determined at the time of the Gross-Up Payment), the Company shall make an 
additional gross-up payment in respect of such excess (plus any interest or 
penalties payable in respect of such excess) at the time that the amount of 
such excess is finally determined.  The Company shall reimburse Executive for 
all reasonable fees, expenses, and costs related to determining the 
reasonableness of any Company position in connection with this paragraph, 
preparation of any tax return or other filing that is affected by any matter 
addressed in this paragraph and any audit, litigation or other proceeding 
that is affected by any matter addressed in this paragraph.  For the purposes 
of the foregoing, "Tax Rate" means Executive's effective tax rate based upon 
the combined federal and state and local income, earnings, Medicare and any 
other tax rates applicable to Executive, net of the reduction in federal 
income taxes which could be obtained by deduction of such state and local 
taxes.

    6.   NONEXCLUSIVITY OF RIGHTS.  Nothing in this Agreement shall prevent 
or limit the Executive's continuing or future participation in any benefit, 
plan, program, policy or practice provided by the Company and for which the 
Executive may qualify (except with respect to any benefit to which the 
Executive has waived his rights in writing), nor shall anything herein limit 
or otherwise affect such rights as the Executive may have under any other 
contract or agreement entered into after the Effective Date with the Company. 
 Amounts which are vested benefits or which the Executive is otherwise 
entitled to receive under any benefit, plan, policy, practice or program of, 
or any contract or agreement entered into with, the Company shall be payable 
in accordance with such benefit, plan, policy, practice or program or 
contract or agreement except as explicitly modified by this Agreement.

    7.   FULL SETTLEMENT; MITIGATION.  The Company's obligation to make the 
payments provided for in this Agreement and otherwise to perform its 
obligations hereunder shall not be affected by any set-off, counterclaim, 
recoupment, defense or other claim, right or action which the Company may 
have against the Executive or others.  In no event shall the Executive be 
obligated to seek other employment or take any other action by way of 
mitigation of the amounts (including amounts for damages for breach) payable 
to the Executive under any of the provisions of this Agreement and, except as 
provided in Section 5(a)(ii)(D), such amounts shall not be reduced whether or 
not the Executive obtains other employment.  If there occurs a dispute 
between the Executive and the Company as to the interpretation, terms, 
validity or enforceability of (including any dispute about the amount of any 
payment pursuant to this Agreement) this Agreement, the Company agrees to pay 
all legal fees and expenses which the Executive may reasonably incur as a 
result of any such dispute.

    8.   CONFIDENTIAL INFORMATION.  The Executive shall hold in a fiduciary 
capacity for the benefit of the Company all secret, confidential information, 
knowledge or data relating to the Company or any of its affiliated companies, 
and their respective businesses, which shall have been obtained by the 
Executive during the Executive's employment by UCU and the Company or any of 
their affiliated companies and that shall not have been or now or hereafter 
have become public knowledge (other than by acts by the Executive or 
representatives of the Executive in violation of this Agreement).  During the 
Employment Period, the Executive shall not, without the prior written consent 
of the Company or as may otherwise be required by law or legal process, 
communicate or divulge any such information, knowledge or data to anyone 
other than the Company and those designated by it.

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    9.   NON-COMPETITION.  Executive acknowledges that he will forfeit all 
rights under this  Agreement if, during the Employment Period, and for a 
period of two years thereafter, Executive directly or indirectly, owns, 
manages, operates, controls, is employed by, performs services for, consults 
with, solicits business for, participates in, or is connected with the 
ownership, management, operation, or control of any business that is either 
directly or indirectly competitive with the products or services of the 
Company.

    10.  SUCCESSORS.

         (a)  ASSIGNMENT BY EXECUTIVE.  This Agreement is personal to the 
Executive and without the prior written consent of the Company shall not be 
assignable by the Executive otherwise than by will or the laws of descent and 
distribution.  This Agreement shall inure to the benefit of and be 
enforceable by the Executive's legal representatives.

         (b)  SUCCESSORS AND ASSIGNS OF COMPANY.  This Agreement shall inure 
to the benefit of and be binding upon the Company, its successors and assigns.

         (c)  ASSUMPTION.  The Company shall require any successor (whether 
direct or indirect, by purchase, merger, consolidation or otherwise) to all 
or substantially all of the business and/or assets of the Company to assume 
expressly and agree to perform this Agreement in the same manner and to the 
same extent that the Company would be required to perform it if no such 
succession had taken place.  As used in this Agreement, "Company" shall mean 
the Company as hereinbefore defined and any successor to its businesses 
and/or assets as aforesaid that assumes and agrees to perform this Agreement 
by operation of law, or otherwise.

    11.  MISCELLANEOUS.

         (a)  GOVERNING LAW.  This Agreement shall be governed by and 
construed in accordance with the laws of the State of Missouri, without 
reference to its principles of conflict of laws.  The captions of this 
Agreement are not part of the provisions hereof and shall have no force or 
effect.  This Agreement may not be amended, modified, repealed, waived, 
extended or discharged except by an agreement in writing signed by the party 
against whom enforcement of such amendment, modification, repeal, waiver, 
extension or discharge is sought.  No person, other than pursuant to a 
resolution of the Board or a committee thereof, shall have authority on 
behalf of the Company to agree to amend, modify, repeal, waive, extend or 
discharge any provision of this Agreement or anything in reference thereto.

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         (b)  NOTICES.  All notices and other communications hereunder shall 
be in writing and shall be given by hand delivery to the other party or by 
registered or certified mail, return-receipt requested, postage prepaid, 
addressed, in either case, at the Company's headquarters or to such other 
address as either party shall have furnished to the other in writing in 
accordance herewith.  Notices and communications shall be effective when 
actually received by the addressee.

         (c)  SEVERABILITY.  The invalidity or unenforceability of any 
provision of this Agreement shall not affect the validity or enforceability 
of any other provision of this Agreement.

         (d)  WITHHOLDING.  The Company may withhold from any amounts payable 
under this Agreement such federal, state or local taxes as shall be required 
to be withheld pursuant to any applicable law or regulation.

         (e)  NO WAIVER.  The Executive's or the Company's failure to insist 
upon strict compliance with any provision hereof or any other provision of 
this Agreement or the failure to assert any right the Executive or the 
Company may have hereunder, including, without limitation, the right of the 
Executive to terminate employment for Good Reason pursuant to Section 4(d) of 
this Agreement, or the right of the Company to terminate the Executive's 
employment for Cause pursuant to Section 4(b) of this Agreement shall not be 
deemed to be a waiver of such provision or right or any other provision or 
right of this Agreement.

         (f)  ENTIRE AGREEMENT. This instrument contains the entire agreement 
of the Executive, the Company or any predecessor or subsidiary thereof with 
respect to the subject matter hereof, and may be modified only by a writing 
signed by the parties hereto.  All promises, representations, understandings, 
arrangements and prior agreements, including the severance agreement entered 
into on October 17, 1995, between the Executive and the Company, are merged 
herein and superseded hereby.

    IN WITNESS WHEREOF, the Executive and, pursuant to due authorization from 
its Board of Directors, the Company have caused this Agreement to be executed 
as of the day and year first above written.

                             UtiliCorp United Inc.

                              /s/ L. Patton Kline
                             ---------------------------------------
                             Name:  L. Patton Kline 
                             Title: Chairman Compensation Committee 
                               
                              /s/ Richard C. Green, Jr.
                             ---------------------------------------
                             Richard C. Green, Jr.