-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PtaNhkt3blUUP5V6jv35+/125NEhwAxmwnLNU/ANSFfVxgkG02lT0rRDWqw5qN/e MzGXEGSkTxap3DSIiQ8tSA== 0000922907-99-000138.txt : 19991122 0000922907-99-000138.hdr.sgml : 19991122 ACCESSION NUMBER: 0000922907-99-000138 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 9 FILED AS OF DATE: 19991119 EFFECTIVENESS DATE: 19991119 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UTILICORP UNITED INC CENTRAL INDEX KEY: 0000066960 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 440541877 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-91305 FILM NUMBER: 99761140 BUSINESS ADDRESS: STREET 1: 20 WEST NINTH STREET STREET 2: 911 MAIN STE 3000 CITY: KANSAS CITY STATE: MO ZIP: 64105-1711 BUSINESS PHONE: 8164216600 MAIL ADDRESS: STREET 1: PO BOX 13287 CITY: KANSAS CITY STATE: MO ZIP: 64199-3287 FORMER COMPANY: FORMER CONFORMED NAME: MISSOURI PUBLIC SERVICE CO DATE OF NAME CHANGE: 19850516 S-8 1 UTILICORP UNITED INC. ============================================================================== As filed with the Securities and Exchange Commission on November 19, 1999 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------- UtiliCorp United Inc. (Exact name of Registrant as specified in its charter) Delaware 44-0541877 (State or other jurisdiction of (I.R.S. Employe Identification No.) incorporation or organization) 20 West 9th Street Kansas City, Missouri 64105 (Address, including zip code, of Registrant's principal executive offices) UTILICORP UNITED INC. SUPPLEMENTAL CONTRIBUTORY RETIREMENT PLAN (Full title of the Plan) ---------------------- Richard C. Green, Jr. UtiliCorp United Inc. 20 West 9th Street Kansas City, Missouri 64105 (816) 421-6600 (Name, address, telephone number, of agent for service) CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------- Proposed Proposed Title of securities to be Amount to be maximum maximum Amount of registered registered offering aggregate price per offering registration share price fee - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- Deferred Compensation $6,000,000 100%(2) $6,000,000(2) $1,668 (2) Obligations (1) - ------------------------------------------------------------------------------- (1) The Deferred Compensation Obligations are unsecured obligations of UtiliCorp United Inc. to pay deferred compensation in the future to participating members of a select group of management and highly compensated employees in accordance with the terms of the UtiliCorp United Inc. Supplemental Contributory Retirement Plan. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h). ============================================================================== PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The document containing the information about the UtiliCorp United Inc. Supplemental Contributory Retirement Plan (the "Plan") specified in Part I of Form S-8 will be sent or given to eligible employees as specified by the Securities and Exchange Commission (the "Commission") Rule 428(b)(1). Such document and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act of 1933. All such documents will be dated and maintained in a "prospectus file" as required by SEC Rule 428(a) and will contain the following legend in a conspicuous place as directed by SEC Rule 428(b)(1). This document (or specifically designated portions of this document) constitutes (constitute) part of a prospectus covering securities that have been registered under the Securities Act of 1933. Part II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3: Incorporation of Documents by Reference The following documents filed with the Commission by UtiliCorp United Inc. (the "Company") are incorporated in this Registration Statement on Form S-8 (the "Registration Statement") by reference: 1. The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1998; 2. The Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, June 30, and September 30, 1999; and 3. The Company's Current Reports on Form 8-K dated March 5, May 14, September 23 and October 6, 1999. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a post-effective amendment which indicates that all securities offered hereunder have been sold or which deregisters all of the securities offered then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part hereof from the date of filing of such documents. Item 4: Description of Securities The UtiliCorp United Inc. Supplemental Contributory Retirement Plan (the "Plan") provides a select group of management or highly compensated employees ("Eligible Employees") of the Company and certain of its subsidiaries with the opportunity to defer the receipt of certain pre-tax cash compensation. The Plan was originally adopted effective January 1, 1995, and was restated in its entirety effective January 1, 1998. The restated Plan was thereafter amended on two subsequent occasions. The obligations of the Company under the Plan (the "Deferred Compensation Obligations") will be general unsecured obligations of the Company to pay deferred compensation in the future to participating Eligible Employees ("Participants") in accordance with the terms of the Plan and will rank pari passu with other unsecured and unsubordinated indebtedness of the Company from time to time outstanding. The Deferred Compensation Obligations will be denominated and payable in United States dollars. The amount of compensation to be deferred by each Participant will be determined in accordance with the Plan based on elections by the Participant. Each Deferred Compensation Obligation will be payable on a date or dates selected by the Participant in accordance with the terms of the Plan. The Deferred Compensation Obligations will be indexed to one or more of sixteen measurement funds (including a phantom stock account based on the performance of the Company's common stock) individually chosen by each participant. Each Participant's Deferred Compensation Obligation will be adjusted to reflect interest and dividends on securities in the selected measurement funds, including any appreciation or depreciation. The Deferred Compensation Obligations are not convertible into any other security of the Company. II-1 If a Participant's employment or services with the Company or any of its subsidiaries terminate as a result of retirement or death, the Deferred Compensation Obligations will be paid, at the Participant's election, in either substantially equal quarterly installments over two to 15 years or a single lump sum, beginning no later than 60 days after the date the Participant retires. If a Participant's employment or services terminate for reasons other than retirement or death, the Deferred Compensation Obligations will be paid and/or distributed in one lump sum no later than 60 days after the Participant terminates employment. Although not required by the terms of the Plan, the Company has established a "rabbi trust" pursuant to a Trust Agreement with LaSalle National Trust, N.A. effective as of January 1, 1997. The Trust Agreement authorizes the Company to make contributions to the trust for the purpose of assisting the Company in meeting its obligations under the Plan. The assets of the trust are currently invested, at the direction of the administrative committee for the Plan, in corporate owned life insurance but may be invested in other assets, including Company common stock. Although the assets of the trust are intended to be used for the exclusive benefit of paying the Deferred Compensation Obligations under the Plan, the assets remain subject to the claims of the Company's general creditors. Consequently, Participants do not have any ownership interest in the assets of the Trust. No amount payable or deliverable under the Plan will be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, voluntary or involuntary (except pursuant to a divorce decree or order). Any attempt to dispose of any rights to benefits payable under the Plan shall be void. The Deferred Compensation Obligations are not subject to redemption, in whole or in part, prior to the individual payment date selected by the Participants. A Participant may withdraw up to 90% of the value of his or her Plan accounts; however, the remaining 10% will be forfeited to the Company upon such a withdrawal, and the Participant will not be eligible to participate in the Plan for 18 months in the future. The total amount of the Deferred Compensation Obligations are not determinable because the amount will vary depending upon the level of participation by Eligible Employees and the amounts of their salaries, bonuses or fees. The duration of the Plan is indefinite. The Plan may be amended and/or terminated at any time by the Company's board of directors. However, no amendment or termination shall adversely effect any Participant's right with respect to amounts that have accrued to his account. Item 5: Interests of Named Experts and Counsel Not Applicable. Item 6: Indemnification of Directors and Officers Section 145 of the Delaware General Corporation Law confers broad powers upon corporations incorporated in that State with respect to indemnification of any person against liabilities incurred by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another II-2 corporation or other business entity. The provisions of Section 145 are not exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement or otherwise. The Certificate of Incorporation of the Company contains a provision that eliminates the personal liability of the Company's directors to the Company or its stockholders for monetary damages for breach of fiduciary duty to the fullest extent permitted by the Delaware General Corporation Law. There is in effect for the Company a dual phase insurance policy providing directors and officers with indemnification, subject to certain exclusions and to the extent not otherwise indemnified by the Company, against loss (excluding expenses incurred in the defense of actions, suits or proceedings in connection therewith) arising from any negligent act, error, omission or breach of duty while acting in their capacity as directors and officers of the Company. The policy also reimburses the Company for liability incurred in the indemnification of its directors and officers. There is also in effect a Bylaw provision entitling officers and directors to be indemnified by the Company against costs or expenses, attorneys' fees, judgments, fines and amounts paid in settlement that are actually and reasonably incurred in connection with any action, suit or proceeding, including actions brought by or in the right of the Company, to which such persons are made or threatened to be made a party, by reason of their being a director officer. Such right, however, may be made only as authorized by (i) a majority vote of a quorum of disinterested directors, or (ii) if such quorum is not obtainable or, if obtainable, a majority thereof so directs, by independent legal counsel, or (iii) by the stockholders of the Company, upon a determination that the person seeking indemnification acted in good faith and in the manner that he or she reasonably believed to be in or not opposed to the Company's best interest, or, if the action is criminal in nature, upon a determination that the person seeking indemnification had no reasonable cause to believe that such person's conduct was unlawful. This provision also requires the Company, upon authorization by the Board of Directors, to advance costs and expenses, including attorneys' fees, reasonably incurred in defending such actions; provided, that any person seeking such an advance first provide the Company with an undertaking to repay any amount as to which it may be determined such person is not entitled. Item 7: Exemption from Registration Claimed Not applicable. Item 8: Exhibits 4(a) UtiliCorp United Inc. Supplemental Contributory Retirement Plan amended and restated effective January 1, 1998 4(b) Amendment to the UtiliCorp United Inc. Supplemental Contributory Retirement Plan dated August 4, 1998 4(c) Second Amendment to the UtiliCorp United Inc. Supplemental Contributory Retirement Plan dated August 23, 1999 4(d) UtiliCorp United Inc. Executive Benefit Security Trust Agreement effective January 1, 1997 II-3 4(e) First Amendment to the UtiliCorp United Inc. Executive Benefit Security Trust Agreement dated March 23, 1998 5 Opinion of Blackwell Sanders Peper Martin LLP 23(a) Consent of Arthur Andersen LLP 23(b) Consent of Blackwell Sanders Peper Martin LLP (included in Exhibit 5) 24 Power of Attorney Item 9: Undertakings The Company hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; and (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and (iii)To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; Provided, however, that paragraphs (i) and (ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Company pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The Company hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-4 Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kansas City, State of Missouri, on November 19, 1999. UTILICORP UNITED INC. (Registrant) By: /s/ Dale J. Wolf Dale J. Wolf Vice President-Finance, Treasurer and Corporate Secretary Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated: SIGNATURE TITLE Richard C. Green, Jr.* Chairman of the Board and Chief Executive Officer (Principal Executive Officer) Dwayne L. Hart* Vice President, Controller and Chief Accounting Officer (Principal Financial Officer and Principal Accounting Officer) Richard C. Green* John R. Baker* Avis G. Tucker* Robert F. Jackson, Jr.* L. Patton Kline A majority of the Board of Directors Herman Cain* Irvine O. Hockaday, Jr.* Stanley O. Ikenberry* Ronald LeMay Robert K. Green* James S. Brook *By /s/ Dale J. Wolf Dale J. Wolf As attorney-in-fact for the above-named officers and directors pursuant to powers of attorney duly executed by such persons II-6 EX-99 2 SUPPLEMENTAL CONTRIBUTORY RETIREMENT PLAN EXHIBIT 4(a) UtiliCorp United Inc. Supplemental Contributory Retirement Plan Effective as of January 1, 1998 UtiliCorp United Inc. Supplemental Contributory Retirement Plan Master Plan Document - ------------------------------------------------------------------------------ TABLE OF CONTENTS Page ---- Purpose .......................................................4 ARTICLE I Definitions..............................................4 ARTICLE 2 Selection, Enrollment, Eligibility.......................8 2.1 Selection by Committee..................................8 2.2 Enrollment Requirements.................................8 2.3 Eligibility; Commencement of Participation..............8 2.4 Termination of Participation and/or Deferrals...........8 ARTICLE 3 Deferral Commitments/Company Matching/Crediting/Taxes....9 3.1 Annual Deferral Amounts.................................9 3.2 Election to Defer; Effect of Election Form.............9 3.3 Withholding of Annual Deferral Amounts..................9 3.4 Company Matching Amount.................................9 3.5 Investment of Trust Assets..............................9 3.6 Vesting................................................10 3.7 Crediting/Debiting of Account Balances.................10 3.8 FICA and Other Taxes...................................12 3.9 Distributions..........................................13 ARTICLE 4 Unforeseeable Financial Emergencies; Withdrawal Election.....................................13 4.1 Withdrawal Payout/Suspensions for Unforeseeable Financial Emergencies...........................................13 4.2 Withdrawal Election....................................13 ARTICLE 5 Retirement Benefit......................................13 5.1 Retirement Benefit.....................................14 2.1 Payment of Retirement Benefit..........................14 5.3 Death Prior to Completion of Retirement Benefit........14 ARTICLE 6 Pre-Retirement Survivor Benefit.........................14 6.1 Pre-Retirement Survivor Benefit........................14 6.2 Payment of Pre-Retirement Survivor Benefit.............14 ARTICLE 7 Termination Benefit.....................................15 7.1 Termination Benefit....................................15 7.2 Payment of Termination Benefit.........................15 ARTICLE 8 Disability Waiver and Benefit...........................15 8.1 Disability Waiver......................................15 8.2 Continued Eligibility; Disability Benefit..............15 ARTICLE 9 Beneficiary Designation.................................16 9.1 Beneficiary............................................16 9.2 Beneficiary Designation; Change........................16 i UtiliCorp United Inc. Supplemental Contributory Retirement Plan Master Plan Document - ------------------------------------------------------------------------------ 9.3 Acknowledgement........................................16 9.4 No Beneficiary Designation.............................16 9.5 Doubt as to Beneficiary................................16 9.6 Discharge of Obligations...............................16 ARTICLE 10 Leave of Absence.......................................16 10.1 Paid Leave of Absence.................................16 10.2 Unpaid Leave of Absence...............................16 ARTICLE 11 Termination, Amendment or Modification.................17 11.1 Termination...........................................17 11.2 Amendment.............................................17 11.3 Plan Agreement........................................17 11.4 Effect of Payment.....................................18 ARTICLE 12 Administration.........................................18 12.1 Committee Duties......................................18 12.2 Agents................................................18 12.3 Binding Effect of Decisions...........................18 12.4 Indemnity of Committee................................18 12.5 Employer Information..................................18 ARTICLE 13 Other Benefits and Agreements..........................18 13.1 Coordination with Other Benefits......................18 ARTICLE 14 Claims Procedures......................................18 14.1 Presentation of Claim.................................19 14.2 Notification of Decision..............................19 14.3 Review of a Denied Claim..............................19 14.4 Decision on Review....................................19 14.5 Legal Action..........................................20 ARTICLE 15 Trust..................................................20 15.1 Establishment of the Trust............................20 15.2 Interrelationship of the Plan and the Trust...........20 15.3 Distributions From the Trust..........................20 ARTICLE 16 Miscellaneous..........................................20 16.1 Status of Plan........................................20 16.2 Unsecured General Creditor............................20 16.3 Employer's Liability..................................20 16.4 Nonassignability......................................20 16.5 Not a Contract of Employment..........................21 16.6 Furnishing Information................................21 16.7 Terms.................................................21 16.8 Captions..............................................21 ii UtiliCorp United Inc. Supplemental Contributory Retirement Plan Master Plan Document - ------------------------------------------------------------------------------ 16.9 Governing Law.........................................21 16.10 Notice...............................................21 16.11 Successors...........................................21 16.12 Spouse's Interest....................................22 16.13 Validity.............................................22 16.14 Incompetent..........................................22 16.15 Court Order..........................................22 16.16 Distribution in the Event of Taxation................22 16.17 Insurance............................................22 16.18 Legal Fees To Enforce Rights After Change in Control.23 iii UtiliCorp United Inc. Supplemental Contributory Retirement Plan Master Plan Document - ------------------------------------------------------------------------------ UTILICORP UNITED INC. SUPPLEMENTAL CONTRIBUTORY RETIREMENT PLAN Effective January 1, 1998 Purpose The purpose of this Plan is to provide specified benefits to a select group of management and highly compensated Employees who contribute materially to the continued growth, development and future business success of UtiliCorp United Inc., a Delaware corporation, and its subsidiaries, if any, that sponsor this Plan. This Plan shall be unfunded for tax purposes and for purposes of Title I of ERISA. ARTICLE 1 Definitions For purposes of this Plan, unless otherwise clearly apparent from the context, the following phrases or terms shall have the following indicated meanings: 1.1 "Account Balance" shall mean, with respect to a Participant, a credit on the records of the Employer equal to the sum of (i) the Deferral Account balance and (ii) the vested Company Matching Account balance. The Account Balance, and each other specified account balance, shall be a bookkeeping entry only and 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 Company Matching Amount" for any one Plan Year shall be the amount determined in accordance with Section 3.4. 1.3 "Annual Deferral Amount" shall mean that portion of a Participant's Base Annual Salary that a Participant elects to have, and is deferred, in accordance with Article 3, for any one Plan Year. In the event of a Participant's Retirement, Disability (if deferrals cease in accordance with Section 8.1), death or a Termination of Employment prior to the end of a Plan Year, such year's Annual Deferral Amount shall be the actual amount withheld prior to such event. 1.4 "Base Annual Salary" shall mean the annual cash compensation relating to services performed during any calendar year, whether or not paid in such calendar year or included on the Federal Income Tax Form W-2 for such calendar 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). Except as otherwise provided in this sentence, Base Annual Salary shall be calculated before reduction for compensation voluntarily deferred or contributed by the 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 (i) 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 Employee; and (ii) Base Annual Salary shall be calculated after reduction for compensation voluntarily deferred or contributed by the Participant pursuant to the UtiliCorp United Inc. Capital Accumulation Plan. 4 UtiliCorp United Inc. Supplemental Contributory Retirement Plan Master Plan Document - ------------------------------------------------------------------------------ 1.5 "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. 1.6 "Beneficiary Designation Form" shall mean the form established from time to time by the Committee that a Participant completes, signs and returns to the Committee to designate one or more Beneficiaries. 1.7 "Board" shall mean the board of directors of the Company. 1.8 "Change in Control" shall mean the first to occur of any of the following events: (a) Any "person" (as that term is used in Section 13 and 14(d)(2) of the Securities Exchange Act of 1934 ("Exchange Act")) becomes the beneficial owner (as that term is used in Section 13(d) of the Exchange Act), directly or indirectly, of 20% or more of the Company's capital stock entitled to vote in the election of directors; (b) During any period of not more than two consecutive years, not including any period prior to the adoption of this Plan, individuals who at the beginning of such period constitute the board of directors of the Company cease for any reason to constitute at least a majority thereof; (c) The shareholders of the Company approve any consolidation or merger of the Company, other than a consolidation or merger of the Company in which the holders of the common stock of the Company immediately prior to the consolidation or merger hold the same proportion of the common stock of the surviving corporation immediately after the consolidation or merger; (d) The shareholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company; or (e) The shareholders of the Company approve the sale or transfer of all or substantially all of the assets of the Company (in one transaction or a series of transactions) to parties that are not within a "controlled group of corporations" (as defined in Code Section 1563) in which the Company is a member. 1.9 "Claimant" shall have the meaning set forth in Section 14.1. 1.10 "Code" shall mean the Internal Revenue Code of 1986, as it may be amended from time to time. 1.11 "Committee" shall mean the committee described in Article 12. 1.12 "Company" shall mean UtiliCorp United Inc., a Delaware corporation, and any successor to all or substantially all of the Company's assets or business. 1.13 "Company Matching Account" shall mean with respect to each Participant, (i) the amount credited to the Participant's "deferred benefit account(s)" as of December 31, 1997, under the terms of the Plan in effect immediately prior to the effective date of this restatement, plus (ii) the sum of all of a Participant's Company Matching Amounts attributable to amounts deferred under this restatement, plus (iii) amounts credited in accordance with all the applicable crediting provisions of this Plan that relate to the Participant's Company Matching Account, less (iv) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to the Participant's Company Matching Account. 5 UtiliCorp United Inc. Supplemental Contributory Retirement Plan Master Plan Document - ------------------------------------------------------------------------------ 1.14 "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 3.7 below, even if such amount is being paid out in installments. The amounts so deferred and amounts credited thereon shall 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. 1.15 "Deferral Account" shall mean with respect to each Participant, (i) the amount credited to the Participant's "deferred benefit account(s)" as of December 31, 1997, under the terms of the Plan in effect immediately prior to the effective date of this restatement, plus (ii) the sum of all of a Participant's Annual Deferral Amounts attributable to amounts deferred under this restatement, plus (iii) amounts credited in accordance with all the applicable crediting provisions of this Plan that relate to the Participant's Deferral Account, less (iv) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to his or her Deferral Account. 1.16 "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. 1.17 "Disability Benefit" shall mean the benefit set forth in Article 8. 1.18 "Election Form" shall mean the form established from time to time by the Committee that a Participant completes, signs and returns to the Committee to make an election under the Plan. 1.19 "Employee" shall mean a person who is an employee of any Employer. 1.20 "Employer(s)" shall mean the Company and/or any of its subsidiaries (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 sponsor. 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 Restated Savings Plan, adopted by the Company. 6 UtiliCorp United Inc. Supplemental Contributory Retirement Plan Master Plan Document - ------------------------------------------------------------------------------ 1.23 "Maximum 401(k) Amount" with respect to a Participant, shall be the maximum amount of elective contributions that can be made by such Participant, consistent with Code Section 402(g) and the limitations of Code Section 401(k)(3), for a given plan year under the 401(k) Plan. 1.24 "Participant" shall mean any Employee (i) who is selected to participate in the Plan, (ii) who elects to participate in the Plan, (iii) who signs a Plan Agreement, an Election Form and a Beneficiary Designation Form, (iv) whose signed Plan Agreement, Election Form and Beneficiary Designation Form are accepted by the Committee, (v) who commences participation in the Plan, and (vi) whose Plan Agreement has not terminated. A spouse or former spouse of a Participant shall not be treated as a Participant in the Plan or have an account balance 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. 1.25 "Plan" shall mean the Company's Supplemental Contributory Retirement Plan, which shall be evidenced by this instrument and by each Plan Agreement, as they may be amended from time to time. 1.26 "Plan Agreement" shall mean a written agreement, 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; should there be more than one Plan Agreement, the Plan Agreement bearing the latest date of acceptance by the Employer shall supersede all previous Plan Agreements in their entirety and shall govern such entitlement. 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. 1.27 "Plan Year" shall mean a period beginning on January 1 of each calendar year and continuing through December 31 of such calendar year. 1.28 "Pre-Retirement Survivor Benefit" shall mean the benefit set forth in Article 6. 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, calculated as follows: For purposes of determining the initial amount of quarterly installments, the Account Balance of the Participant shall be calculated as of the close of business on the last business day of the calendar quarter during which the Participant terminates employment due to Retirement or death , or the Plan is terminated. The amount of the quarterly installments shall be redetermined effective as of January 1 of each year by dividing the Participant's remaining Account Balance by the remaining number of installment payments. In no event shall any quarterly installment exceed the Participant's Account Balance at the time of distribution. 1.30 "Retirement", "Retire(s)" or "Retired" shall mean, with respect to 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). 1.31 "Retirement Benefit" shall mean the benefit set forth in Article 5. 1.32 "Termination Benefit" shall mean the benefit set forth in Article 7. 7 UtiliCorp United Inc. Supplemental Contributory Retirement Plan Master Plan Document - ------------------------------------------------------------------------------ 1.33 "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. 1.34 "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. 1.35 "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. 1.36 "Years of Service" for a Participant shall mean the total number of full years of "Vesting Service" a Participant has earned under the terms of the 401(k) Plan. ARTICLE 2 Selection, Enrollment, Eligibility 2.1 Selection by Committee. Participation in the Plan shall be limited to a select group of management and highly compensated Employees of the Employers, as determined by the Committee in its sole discretion. From that group, the Committee shall select, in its sole discretion, Employees to participate in the Plan. 2.2 Enrollment Requirements. As a condition to participation, each selected Employee shall complete, execute and return to the Committee a Plan Agreement, an Election Form and a Beneficiary Designation Form, all within 30 days after he or she is selected to participate in the Plan. In addition, the Committee shall establish from time to time such other enrollment requirements as it determines in its sole discretion are necessary. 2.3 Eligibility; Commencement of Participation. Provided an Employee selected to participate in the Plan has met all enrollment requirements set forth in this Plan and required by the Committee, including returning all required documents to the Committee within the specified time period, that Employee shall commence participation in the Plan on the first day of the month following the month in which the Employee completes all enrollment requirements. If an Employee fails to meet all such requirements within the period required, in accordance with Section 2.2, that Employee shall not be eligible to participate in the Plan until the first day of the Plan Year following the delivery to and acceptance by the Committee of the required documents. 2.4 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 Year in which the Participant's membership status changes, (ii) prevent the Participant from making future deferral elections and/or (iii) immediately distribute the Participant's then Account Balance as a Termination Benefit and terminate the Participant's participation in the Plan. ARTICLE 3 8 UtiliCorp United Inc. Supplemental Contributory Retirement Plan Master Plan Document - ------------------------------------------------------------------------------ Deferral Commitments/Company Matching/Crediting/Taxes 3.1 Annual Deferral Amounts. For each Plan Year, the Annual Deferral Amount for a Participant shall be equal to: (A x B) - C, where: A = the Participant's Base Annual Salary for the Plan Year B = the contribution percentage elected by the Participant under the 401(k) Plan in effect as of the first day of the deferral period C = the Participant's Maximum 401(k) Amount for the Plan Year. Notwithstanding the foregoing, the minimum deferral for any Plan Year shall be $1,000 and no amount shall be credited to a Participant's Deferral Account under this Plan for a Plan Year until such Participant has contributed the Maximum 401(k) Amount to the 401(k) Plan. 3.2 Election to Defer; Effect of Election Form. (a) First Plan Year. In connection with a Participant's commencement of participation in the Plan, the Participant shall make an irrevocable deferral election for the Plan Year in which the Participant commences participation in the Plan, along with such other elections as the Committee deems necessary or desirable under the Plan. For these elections to be valid, the Election Form must be completed and signed by the Participant, timely delivered to the Committee (in accordance with Section 2.2 above) and accepted by the Committee. (b) Subsequent Plan Years. For each succeeding Plan Year, an irrevocable deferral election for that Plan Year, and such other elections as the Committee deems necessary or desirable under the Plan, shall be made by timely delivering to the Committee, in accordance with its rules and procedures, before the end of the Plan Year preceding the Plan Year for which the election is made, a new Election Form. If no such Election Form is timely delivered for a Plan Year, the Annual Deferral Amount shall be zero for that Plan Year. 3.3 Withholding of Annual Deferral Amounts For each Plan Year, the Annual Deferral Amount for a Participant shall be withheld from each regularly scheduled Base Annual Salary payroll in equal amounts, as adjusted from time to time for increases and decreases in Base Annual Salary; provided, however, that no such amount shall be withheld until the Participant has contributed the Maximum 401(k) Amount to the 401(k) Plan for such Plan Year. 3.4 Company Matching Amount. A Participant's Company Matching Amount for any Plan Year shall be equal to one hundred percent (100%) of the Participant's Annual Deferral Amount for such Plan Year, up to an amount that does not exceed six percent (6%) of the Participant's Base Annual Salary, reduced by the amount of any matching contributions made to the 401(k) Plan on his or her behalf for the plan year of the 401(k) Plan that corresponds to the Plan Year. Company Matching Contributions shall be credited to Participant's Company Matching Accounts at the same time Company Matching Contributions would have been made under the 401(k) Plan. 3.5 Investment of Trust Assets. The Trustee of the Trust shall be authorized, upon written instructions received from the Committee or investment manager appointed by the Committee, to invest and reinvest the assets of the Trust in accordance with the applicable Trust Agreement, including the disposition of stock and reinvestment of the proceeds in one or more investment vehicles designated by the Committee. 9 UtiliCorp United Inc. Supplemental Contributory Retirement Plan Master Plan Document - ------------------------------------------------------------------------------ 3.6 Vesting. (a) A Participant shall at all times be 100% vested in his or her Deferral Account. (b) A Participant shall be vested in his or her Company Matching Account as follows: (i) with respect to all benefits under this Plan other than the Termination Benefit, a Participant's vested Company Matching Account shall equal 100% of such Participant's Company Matching Account; and (ii) with respect to the Termination Benefit, a Participant's Company Matching Account shall vest on the basis of the Participant's Years of Service at the time the Participant experiences a Termination of Employment, in accordance with the following schedule: ------------------------------------------------------ Years of Service at Date of Vested Percentage of Termination of Employment Company Matching Account ------------------------------------------------------ Less than 1 year 0% ------------------------------------------------------ 1 year or more, but less than 2 20% ------------------------------------------------------ 2 years or more, but less than 3 40% ------------------------------------------------------ 3 years or more, but less than 4 60% ------------------------------------------------------ 4 years or more, but less than 5 80% ------------------------------------------------------ 5 years or more 100% ------------------------------------------------------ (c) Notwithstanding anything to the contrary contained in this Section 3.6, in the event of a Change in Control, a Participant's Company Matching Account shall immediately become 100% vested (if it is not already vested in accordance with the above vesting schedules). (d) Notwithstanding subsection (c), the vesting schedule for a Participant's Company Matching Account shall not be accelerated to the extent that the Committee determines that such acceleration would cause the deduction limitations of Section 280G of the Code to become effective. In the event that all of a Participant's Company Matching Account is not vested pursuant to such a determination, the Participant may request independent verification of the Committee's calculations with respect to the application of Section 280G. In such case, the Committee must provide to the Participant within 15 business days of such a request an opinion from a nationally recognized accounting firm selected by the Participant (the "Accounting Firm"). The opinion shall state the Accounting Firm's opinion that any limitation in the vested percentage hereunder is necessary to avoid the limits of Section 280G and contain supporting calculations. The cost of such opinion shall be paid for by the Company. 3.7 Crediting/Debiting of Account Balances. 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 Balance in accordance with the following rules: (a) Election of Measurement Funds for Deferral Account Balance. Except as provided in Section 3.7(f) or otherwise provided below, a Participant, in connection with his or her initial deferral election in accordance with Section 3.2(a) above, shall elect, on the Election Form, one or more Measurement Fund(s) (as described in Section 3.7(c) below) to be used to determine the additional amounts to be credited to his or her Deferral Account balance for the first calendar quarter or portion thereof in which the Participant commences participation in the Plan and continuing thereafter for each subsequent calendar quarter in which the Participant participates in the Plan, unless changed in accordance with the next sentence. Commencing with the first calendar quarter that follows the Participant's commencement of participation in the Plan and continuing thereafter for each subsequent calendar quarter in 10 UtiliCorp United Inc. Supplemental Contributory Retirement Plan Master Plan Document - ------------------------------------------------------------------------------ which the Participant participates in the Plan, no later than the next to last business day of the calendar quarter, the Participant may (but is not required to) elect, by submitting an Election Form to the Committee that is accepted by the Committee, to add or delete one or more Measurement Fund(s) to be used to determine the additional amounts to be credited to his or her Deferral Account balance, or to change the percentage of his or her Deferral Account balance allocated to each previously or newly elected Measurement Fund. If an election is made in accordance with the previous sentence, it shall apply to the next calendar quarter and continue thereafter for each subsequent calendar quarter in which the Participant participates in the Plan, unless changed in accordance with the previous sentence. (b) Proportionate Allocation. In making any election described in Section 3.7(a) above, the Participant shall specify on the Election Form, in increments of one percentage point (1%), the percentage of his or her Deferral Account balance to be allocated to a Measurement Fund (as if the Participant was making an investment in that Measurement Fund with that portion of his or her Deferral Account balance). (c) Measurement Funds. Except as otherwise provided in Section 3.7(f) below, the Participant may elect one or more of the following measurement funds, based on certain mutual funds (the "Measurement Funds"), for the purpose of crediting additional amounts to his or her Account Balance: (1) Neuberger & Berman Low Duration Portfolio (described as a mutual fund seeking current income and, secondarily, long-term growth of capital, primarily through investments in fixed income securities with a duration of less than 3 years); (2) Brinson Partners U.S. Equity Fund (described as a mutual fund which seeks long-term growth of capital through investments in large capitalization stocks in the United States); (3) Provident Investment Counsel Small-Cap Equity Growth Portfolio (described as a mutual fund which seeks long-term growth of capital and income primarily through investments in small capitalization common stocks with perceived above average earnings growth potential); (4) Morgan Stanley International Equity Fund (described as a mutual fund which seeks long-term growth of capital by investing in companies outside of the United States); and (5) Company Stock Fund (described as a fund invested in UtiliCorp United Inc. common stock). As necessary, the Committee may, in its sole discretion, discontinue, substitute or add a Measurement Fund. Each such action will take effect as of the first day of the calendar quarter that follows by thirty (30) days the day on which the Committee gives Participants advance written notice of such change. (d) Crediting or Debiting Method. The performance of each elected Measurement Fund (either positive or negative) will be determined by the Committee, in its sole discretion, 11 UtiliCorp United Inc. Supplemental Contributory Retirement Plan Master Plan Document - ------------------------------------------------------------------------------ based on the performance of the Measurement Funds themselves. A Participant's Account Balance shall be credited or debited on a daily basis based on the performance of each Measurement Fund selected by the Participant, as determined by the Committee in its sole discretion, as though (i) a Participant's Deferral Account balance were invested in the Measurement Fund(s) selected by the Participant, in the percentages applicable to such calendar quarter, as of the close of business on the first business day of such calendar quarter, at the closing price on such date; (ii) a Participant's Company Matching Account balance were invested in the Company Stock Fund, as of the close of business on the first business day of such calendar quarter, at the closing price on such date; (iii) the portion of the Annual Deferral Amount that was actually deferred during any calendar quarter were invested in the Measurement Fund(s) selected by the Participant, in the percentages applicable to such calendar quarter, no later than the close of business on the last business day of the calendar quarter in which such amounts are actually deferred from the Participant's Base Annual Salary through reductions in his or her payroll, at the closing price on such date; and (iv) any distribution made to a Participant that decreases such Participant's Account Balance ceased being invested in the Measurement Fund(s), in the percentages applicable to such calendar quarter, no earlier than the first business day of the calendar quarter of the distribution, at the closing price on such date. The Participant's Annual Company Matching Amount shall be credited, in whole or in part, to his or her Company Matching Account for purposes of this Section 3.7(d) at such time(s) such Amount would have been credited to the 401(k) Plan, had such Amount been credited as a matching contribution to the 401(k) Plan. (e) No Actual Investment. Notwithstanding any other provision of this Plan 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 allocation to his or her Account Balance thereto, the calculation of additional amounts and the crediting or debiting of such amounts to a Participant's Account Balance shall not be considered or construed in any manner as an actual investment of his or her Account Balance in any such Measurement Fund. In the event that the Company or the trustee of the Trust, in its own discretion, decides to invest funds in any or all of the Measurement Funds, no Participant shall have any rights in or to such investments themselves. Without limiting the foregoing, a Participant's Account Balance shall at all times be a bookkeeping entry only and shall not represent any investment made on his or her behalf by the Company or the Trust; the Participant shall at all times remain an unsecured creditor of the Company. (f) Investment of Company Matching Amounts. Notwithstanding any other provisions of this Plan that may be interpreted to the contrary, the Participant's Company Matching Amounts shall be deemed invested in the Company Stock Fund at all times such amounts are credited to his or her Account Balance. 3.8 FICA and Other Taxes. (a) Annual Deferral Amounts. For each Plan Year in which an Annual Deferral Amount is being withheld from a Participant, the Participant's Employer(s) shall withhold from that portion of the Participant's Base Annual Salary that is not being deferred, in a manner determined by the Employer(s), the Participant's share of FICA and other employment taxes on such Annual Deferral Amount and Plan earnings, as applicable. If necessary, the 12 UtiliCorp United Inc. Supplemental Contributory Retirement Plan Master Plan Document - ------------------------------------------------------------------------------ Committee may reduce the Annual Deferral Amount in order to comply with this Section 3.8. (b) Company Matching Amounts. When a participant becomes vested in a portion of his or her Company Matching Account, the Participant's Employer(s), to the extent required by applicable law, shall withhold from the Participant's Base Annual Salary that is not deferred, in a manner determined by the Employer(s), the Participant's share of FICA and other employment taxes. If necessary, the Committee may reduce the vested portion of the Participant's Company Matching Account in order to comply with this Section 3.8, which reduction may subject the Participant to additional taxes. 3.9 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. ARTICLE 4 Uforeseeable Fnancial Emergencies; Withdrawal Election 4.1 Withdrawal Payout/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 payout from the Plan. The payout shall not exceed the lesser of the Participant's Account Balance, calculated as if such Participant were receiving a Termination Benefit, or the amount reasonably needed to satisfy the Unforeseeable Financial Emergency. If, subject to the sole discretion of the Committee, the petition for a suspension and/or payout is approved, suspension shall take effect upon the date of approval and any payout shall be made within 60 days of the date of approval. The payment of any amount under this Section 4.1 shall not be subject to the Deduction Limitation. 4.2 Withdrawal Election. A Participant (or, after a Participant's death, his or her Beneficiary) may elect, at any time, to withdraw all of his or her Account Balance, 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. If made before Retirement, Disability or death, a Participant's Withdrawal Amount shall be his or her Account Balance calculated as if there had occurred a Termination of Employment as of the day of the election. No partial withdrawals of the Withdrawal Amount shall be allowed. 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 within 60 days of his or her election. Once the Withdrawal Amount is paid, the 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. The payment of this Withdrawal Amount shall not be subject to the Deduction Limitation. ARTICLE 5 Retirement Benefit 13 UtiliCorp United Inc. Supplemental Contributory Retirement Plan Master Plan Document - ------------------------------------------------------------------------------ 5.1 Retirement Benefit. Subject to the Deduction Limitation, a Participant who Retires shall receive, as a Retirement Benefit, his or her Account Balance. 5.2 Payment of Retirement Benefit. A Participant, in connection with his or her commencement of participation in the Plan, shall elect on an Election Form to receive the 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 allowable alternative payout period by submitting a new Election Form to the Committee, provided that any such Election Form is submitted at least 3 years prior to the Participant's Retirement and is accepted by the Committee in its sole discretion. 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 the 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 13 months prior to the Participant's Retirement date and is accepted by the Committee in its sole discretion. The Election Form most recently accepted by the Committee shall govern the payout of the Retirement Benefit. 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 lump sum. The lump sum payment shall be made, or installment payments shall commence, no later than 60 days after the date the Participant Retires. Any payment made shall be subject to the Deduction Limitation. 5.3 Death Prior to Completion of Retirement Benefit. If a Participant dies after Retirement but before the Retirement Benefit is paid in full, the Participant's unpaid Retirement Benefit payments shall continue and shall be paid to the Participant's Beneficiary (a) over the remaining number of quarters and in the same amounts as that benefit would have been paid to the Participant had the Participant survived, or (b) in a lump sum, if requested by the Beneficiary and allowed in the sole discretion of the Committee, that is equal to the Participant's unpaid remaining Account Balance. ARTICLE 6 Pre-Retirement Survivor Benefit 6.1 Pre-Retirement Survivor Benefit. Subject to the Deduction Limitation, the Participant's Beneficiary shall receive a Pre-Retirement Survivor Benefit equal to the Participant's Account Balance if the Participant dies before he or she Retires, experiences a Termination of Employment or suffers a Disability. 6.2 Payment of Pre-Retirement Survivor Benefit. A Participant, in connection with his or her commencement of participation in the Plan, shall elect on an Election Form whether the Pre-Retirement Survivor Benefit shall be received by his or her Beneficiary in a lump sum or pursuant to a Quarterly Installment Method over 2 to 15 years. The Participant may annually change this election to an allowable alternative payout 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 payout of the Participant's Pre-Retirement Survivor Benefit. If a Participant does not make any election with respect to the payment of the Pre-Retirement Survivor Benefit, then such benefit shall be paid in a lump sum. Despite the foregoing, if the Participant's Account Balance at the time of his or her death is less than $25,000, payment of the Pre-Retirement Survivor Benefit may be made, in the sole discretion of the Committee, in a lump sum or pursuant to a Quarterly Installment Method over not more than 5 years. The lump sum payment shall be made, or installment payments shall commence, no later than 60 days after the date the Committee is provided with 14 UtiliCorp United Inc. Supplemental Contributory Retirement Plan Master Plan Document - ------------------------------------------------------------------------------ proof that is satisfactory to the Committee of the Participant's death. Any payment made shall be subject to the Deduction Limitation. ARTICLE 7 Termination Benefit 7.1 Termination Benefit. Subject to the Deduction Limitation, the Participant shall receive a Termination Benefit, which shall be equal to the Participant's Account Balance if a Participant experiences a Termination of Employment prior to his or her Retirement, death or Disability. 7.2 Payment of Termination Benefit. The Termination Benefit shall be paid in a lump sum. The lump sum payment shall be made, or installment payments shall commence, no later than 60 days after the date of the Participant's Termination of Employment. Any payment made shall be subject to the Deduction Limitation. ARTICLE 8 Disability Waiver and Benefit 8.1 Disability Waiver. (a) Waiver of Deferral. A Participant who is determined by the Committee to be suffering from a Disability shall be excused from fulfilling that portion of the Annual Deferral Amount commitment that would otherwise have been withheld from a Participant's Base Annual Salary 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. (b) Return to Work. If a Participant returns to employment with an Employer, after a Disability ceases, the Participant may elect to defer an Annual Deferral Amount for the Plan Year following his or her return to employment or service and for every Plan Year thereafter while a Participant in the Plan; provided such deferral elections are otherwise allowed and an Election Form is delivered to and accepted by the Committee for each such election in accordance with Section 3.2 above. 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, or in the service of an Employer 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 and absolute 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 his or her Account Balance 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 lump sum within 60 days of the Committee's exercise of such right. Any payment made shall be subject to the Deduction Limitation. 15 UtiliCorp United Inc. Supplemental Contributory Retirement Plan Master Plan Document - ------------------------------------------------------------------------------ ARTICLE 9 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 the Beneficiary Designation Form, 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 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 and the Committee from all further obligations under this Plan with respect to the Participant, and that Participant's Plan Agreement shall terminate upon such full payment of benefits. ARTICLE 10 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 the Annual Deferral Amount shall continue to be withheld during such paid leave of absence in accordance with Section 3.3. 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 making deferrals 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. 16 UtiliCorp United Inc. Supplemental Contributory Retirement Plan Master Plan Document - ------------------------------------------------------------------------------ ARTICLE 11 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 Account Balances, 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: Prior to a Change in Control, if the Plan is terminated with respect to all of its Participants, an 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, an Employer shall be required to pay such benefits in a lump sum. After a Change in Control, the 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 Balance 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. Any 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 Balance 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 payment of benefits under the Plan as of the date of the amendment or modification; provided, however, that the Employer shall have the right to accelerate installment payments by paying the Account Balance 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. 17 UtiliCorp United Inc. Supplemental Contributory Retirement Plan Master Plan Document - ------------------------------------------------------------------------------ 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 and the Participant's Plan Agreement shall terminate. ARTICLE 12 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. ARTICLE 13 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 14 Claims Procedures 18 UtiliCorp United Inc. Supplemental Contributory Retirement Plan Master Plan Document - ------------------------------------------------------------------------------ 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) a reasonable 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): (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. 19 UtiliCorp United Inc. Supplemental Contributory Retirement Plan Master Plan Document - ------------------------------------------------------------------------------ 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 15 Trust 15.1 Establishment of the Trust. The Company shall establish the Trust, and each Employer shall at least annually 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 the Annual Deferral Amounts and Company Matching Amounts for such Employer's Participants for all periods prior to the transfer, as well as any debits and credits to the Participants' Account Balances for all periods prior to the transfer, taking into consideration the value of the assets in the trust at the time of the transfer. 15.2 Interrelationship of the Plan and the Trust. The provisions of the Plan and the Plan Agreement shall govern the rights of a Participant to receive distributions pursuant to the Plan. The provisions of the Trust shall govern the rights of the Employers, Participants and the creditors of the Employers to the assets transferred to the Trust. Each Employer shall at all times remain liable to carry out its obligations under the Plan. 15.3 Distributions From the Trust. Each Employer's obligations under the Plan may be satisfied with Trust assets distributed pursuant to the terms of the Trust, and any such distribution shall reduce the Employer's obligations under this Plan. ARTICLE 16 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, 20 UtiliCorp United Inc. Supplemental Contributory Retirement Plan Master Plan Document - ------------------------------------------------------------------------------ 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 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. 21 UtiliCorp United Inc. Supplemental Contributory Retirement Plan Master Plan Document - ------------------------------------------------------------------------------ 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 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. 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 Balance 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 22 UtiliCorp United Inc. Supplemental Contributory Retirement Plan Master Plan Document - ------------------------------------------------------------------------------ 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 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. IN WITNESS WHEREOF, the Company has signed this Plan document as of March 23, 1998. "Company" UtiliCorp United Inc., a Delaware corporation By: /s/ Leo E. Morton Title: Senior Vice President 23 EX-99 3 AMENDMENT TO SUPP. CONTRIBUTORY RETIREMENT PLAN EXHIBIT 4(b) AMENDMENT UTILICORP UNITED INC. SUPPLEMENTAL CONTRIBUTORY RETIREMENT PLAN THIS AMENDMENT is made this 4th day of August, 1998, by UtiliCorp United Inc. ("UCU"). WHEREAS, UCU adopted the UtiliCorp United Inc. Supplemental Contributory Retirement Plan (the "Plan") effective as of January 1, 1995, to provided specified benefits to a select group of management and highly compensated employees; and WHEREAS, UCU reserved the right to amend the Plan from time to time in its discretion; and WHEREAS, UCU amended and restated the Plan in its entirety effective as of January 1, 1998 (the "Restated Plan"); and WHEREAS, UCU now desires to amend the Restated Plan in the manner set forth below. NOW, THEREFORE, the Plan is amended as follows, effective (except as specifically provided below) as of January 1, 1998: A. The first sentence of Section 1.1 is amended to read as follows: "Account Balance" shall mean, with respect to each Participant, a credit on the records of the Employer equal to the sum of his (i) Deferral Account balance, (ii) the vested Company Matching Account balance, and (iii) the vested Discretionary Contribution Account balance. B. The last sentence of Section 1.4 "Base Annual Salary" is amended to read as follows: Base Annual Salary shall be calculated before reduction for compensation voluntarily deferred or contributed by the 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. C. Effective as of August 4, 1998, Section 1.8 is amended to read in its entirety as follows: 1.8. "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 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 2 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 1.8, 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. D. A new Section 1.17A is added to read as follows: 1.17A "Discretionary Contribution Account" shall mean with respect to each Participant, (i) the Participant's Discretionary Contribution Amounts (if any) credited under this restatement, plus (ii) amounts credited or debited in accordance with the applicable crediting/debiting provisions of this Plan that relate to the Participant's Discretionary Contribution Account, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to the Plan that relate to his or her Discretionary Contribution Account. E. A new Section 1.17B is added to read as follows: 1.17B "Discretionary Contribution Amount" for any one Plan Year shall be the amount determined in accordance with Section 3.4A. F. Section 3.2(b) is amended to read as follows: (b) Subsequent Plan Years. For each succeeding Plan Year, an irrevocable deferral election for that Plan Year, and such other elections as the Committee deems necessary or desirable under the Plan, shall be made 3 before the end of the Plan Year preceding the Plan Year for which such elections are made, in accordance with the Committee's rules and procedures. G. A new Section 3.4A is added to read as follows: 3.4A Discretionary Contributions. Effective with respect to Plan Years beginning on or after January 1, 1997, a Participant shall be credited with an annual amount (the "Discretionary Contribution Amount") equal to difference between: (a) the aggregate amount of 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 Base Annual Salary under this Plan for the applicable Plan Year, and (b) the aggregate amount of Employer discretionary contributions actually allocated to the Participant's account under the 401(k) Plan for such Plan Year. The purpose of the contributions under this Section is to make the Participant whole for the loss of the Employer discretionary contributions 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 Annual Base Salary under this Plan. H. The references to "Company Matching Account" under Sections 3.6(b), (c) and (d) are amended to refer instead to "Company Matching and Discretionary Contribution Accounts". I. Section 3.7(d) is amended to read in its entirety as follows: (d) Crediting or Debiting Method. The performance of each Measurement Fund (either positive or negative) will be determined by the Committee, in its sole discretion, based on the performance of the Measurement Funds themselves. A Participant's Account Balance shall be credited or debited on a daily basis based on the performance of each Measurement Fund, as determined by the Committee in its sole discretion, as though (i) a Participant's Deferral Account balance were invested in the Measurement Fund(s) selected by the Participant, in the percentages applicable to such calendar quarter, as of the close of business on the first business day of such calendar quarter, at the closing price on such date; (ii) a Participant's Company Matching and Discretionary Contribution Account balances were invested in the Company Stock Fund, as of the close of business on the first business day of such calendar quarter, at the closing price on such date; (iii) the portion of the Annual Deferral Amount that was actually deferred during any calendar quarter were invested in the Measurement Fund(s) selected by the 4 Participant, in the percentages applicable to such calendar quarter, no later than the close of business on the last day of the calendar quarter in which such amounts are actually deferred from the Participant's Base Annual Pay through reductions in his or her payroll, at the closing price on such date; and (iv) any distribution made to a Participant that decreases such Participant's Account Balance ceased being invested in the Measurement Fund(s), in the percentages applicable to such calendar quarter, no earlier than the first day of the calendar quarter, at the closing price on such date. The rate of interest for crediting or debiting earnings shall be the Crediting Rate, except as otherwise provided in this Plan, which rate shall be treated as the nominal rate for crediting interest. The Annual Company Matching and Discretionary Contribution Amounts attributable to a Participant for any one Plan Year (if any) shall be credited, in whole or in part, to the Participant's Company Matching and Discretionary Contribution Accounts for purposes of this Section 3.7(d) as of the date(s) such Amounts would have been credited under the 401(k) Plan had such Amounts been credited as matching or discretionary contributions to the 401(k) Plan. J. Section 3.6(f) is amended to read in its entirety as follows: (f) Investment of Company Matching and Discretionary Contribution Amounts. Notwithstanding any other provisions in this Plan that may be interpreted to the contrary, a Participant's Annual Company Matching and Discretionary Contribution Amounts shall be deemed invested in the Company Stock Fund at all times such amounts are credited to his or her Account Balance. K. A new Section 3.7(g) is added to read in its entirety as follows: (g) Lump Sum Payouts. Notwithstanding any other provisions in this Plan that may be interpreted to the contrary, the value of a Participant's Account Balance for purposes of any lump sum payment under the Plan shall be determined as of the last business day of the month during which such Participant separates from service due to Retirement, death, or Termination of Employment or during which he makes a withdrawal election pursuant to Section 4.2. L. Section 3.8(b) is amended to read in its entirety as follows: (b) Company Matching and Discretionary Contribution Amounts. When a Participant becomes vested in a portion of his or her Company Matching and Discretionary Contribution Accounts, the Participant's Employer(s), to the extent required by applicable law, shall withhold from the Participant's Base Annual Salary that is not deferred, in a manner determined by the Employer(s), the Participant's share of FICA and other employment taxes. If necessary, the Committee may reduce the vested portion of the Participant's accounts in order to comply with this Section 3.8, which reduction may subject the Participant to additional taxes. 5 IN WITNESS WHEREOF, this Amendment is adopted as of the day and year first written above. UTILICORP UNITED INC. By: /s/ Dale J. Wolf Title: Vice President ATTEST: /s/ Nancy J. Schulte, Assistant Secretary 6 EX-99 4 SECOND AMENDMMENT TO PLAN Exhibit 4(c) SECOND AMENDMENT UTILICORP UNITED INC. SUPPLEMENTAL CONTRIBUTORY RETIREMENT PLAN THIS AMENDMENT is made this 23rd day of August, 1999, by UtiliCorp United Inc. ("UCU"). WHEREAS, UCU adopted the UtiliCorp United Inc. Supplemental Contributory Retirement Plan (the "Plan") effective as of January 1, 1995, to provided specified benefits to a select group of management and highly compensated employees; and WHEREAS, UCU amended and restated the Plan in its entirety effective as of January 1, 1998 (the "Restated Plan"); and WHEREAS, the Restated Plan was thereafter amended by adoption of the first amendment thereto dated August 4, 1998; and WHEREAS, UCU now desires to further amend the Restated Plan to increase the number of measuring investments offered under the plan and to reflect certain administrative changes resulting from the transfer of the record keeping functions to American Century Services, Inc. NOW, THEREFORE, effective as of October 1, 1999, the Plan is amended as follows: A. The definition of "Quarterly Installment Method" under Section 1.29 is amended to read in its entirety as follows: 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 redetermined on a quarterly basis by dividing the Participant's remaining Account Balance by the remaining number of installment payments. In no event shall any quarterly installment exceed the Participant's Account Balance at the time of distribution. B. Section 3.7 is amended to read in its entirety as follows: 3.7 Crediting/Debiting of Account Balances. 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 Balance in accordance with the following rules: (a) Election of Measurement Funds for Deferral Accounts. Each Participant, in connection with his or her initial deferral election in accordance with Section 3.2 above, shall elect, in a manner designated by and acceptable to the Committee, one or more Measurement Fund(s) (as described in Section 3.7(c) below) to be used to determine the additional amounts to be credited to his or her Deferral Account balance for the first regularly scheduled payroll period in which the Participant commences participation in the Plan and continuing thereafter for each subsequent payroll period in which the Participant participates in the Plan, unless changed in accordance with the next sentence. Each Participant may elect in the manner and at the time(s) designated by and acceptable to the Committee, to add or delete one or more Measurement Fund(s) to be used to determine the additional amounts to be credited to his or her Deferral Account balance, or to change the portion of his or her Deferral Account balance allocated to each previously or newly elected Measurement Fund. Any election that is made in accordance with the previous sentence shall be effective as soon as administratively practicable following the acceptance of such election by the Committee. (b) Proportionate Allocation. In making any election described in Section 3.7(a) above, the Participant shall specify, in increments of one percentage point (1%), the percentage of his or her Deferral Account balance to be allocated to a Measurement Fund (as if the Participant was making an investment in that Measurement Fund with that portion of his or her Deferral Account balance). (c) Measurement Funds for Deferral Accounts. The "Measurement Funds" to be used to determine the additional amounts to be credited to a Participant's Deferral Account balance shall be determined by the Committee in its sole discretion. 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. (d) Crediting or Debiting Method. 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 Measurement Funds themselves. A Participant's Account Balance shall be credited or debited on a daily basis based on the investment performance of each Measurement Fund, as determined by the Committee in its sole discretion, as though (i) such Participant's Deferral Account balance was invested in the applicable Measurement Fund(s) selected by the Participant; (ii) such Participant's Company Matching Account and Discretionary Contribution Account balances were invested in UtiliCorp United Inc. Common Stock; (iii) the portion of the Participant's Annual Deferral Amount that was actually deferred on any regularly scheduled payment date was invested in the applicable Measurement Fund(s) selected by the Participant, no later than the close of business on the second business day immediately following such regularly scheduled payment date; (iv) the Annual Company Matching and Discretionary Contribution Amounts (if any) attributable to a Participant for any Plan Year were invested in UtiliCorp United Inc. Common Stock as of the same date(s) such Amounts would have been credited under the 401(k) Plan had such Amounts been credited as a matching or discretionary contribution to the 401(k) Plan; and (v) any distribution made to a Participant that decreases such Participant's Account Balance ceased being invested in the applicable Measurement Fund(s), no earlier than the fifth business day preceding the date the Company pays such Participant his or her benefit in accordance with the other provisions of this Plan. (e) No Actual Investment. Notwithstanding 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 allocation to his or her Account Balance thereto, the calculation of additional amounts and the crediting or debiting of such amounts to a Participant's Account Balance shall not be considered or construed in any manner as an actual investment of his or her Account Balance in any such Measurement Fund. In the event that the Company or the trustee of the Trust, in its own discretion, decides to invest funds in any or all of the Measurement Funds, no Participant shall have any rights in or to such investments themselves. Without limiting the foregoing, a Participant's Account Balance shall at all times be a bookkeeping entry only and shall not represent any investment made on his or her behalf by the Company or the Trust; the Participant shall at all times remain an unsecured creditor of the Company. (f) Investment of Company Matching and Discretionary Contribution Amounts. Notwithstanding any other provisions in this Plan that may be interpreted to the contrary, a Participant's Annual Company Matching and Discretionary Contribution Amounts shall be deemed invested in UtiliCorp United Inc. Common Stock at all times such amounts are credited to his or her Account Balance. C. Section 5.2 is amended to read its entirety as follows: 5.2 Payment of Retirement Benefits. A Participant in connection with his or her commencement of participation in the Plan, shall elect on an Election Form 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 payout 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 13 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 the 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 13 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 lump sum. The lump sum payment shall be made, or installment payments shall commence, no later than 60 days after 3 the date the Participant Retires. Any payment made shall be subject to the Deduction Limitation. D. Section 5.3 is amended to read in its entirety as follows: 5.3 Death Prior to Completion of Retirement 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 4.2. E. Except as set forth herein, all other provisions of the Plan shall remain in effect. ****************************** 4 SIGNATURE PAGE IN WITNESS WHEREOF, this Amendment is adopted as of the day and year first written above. UTILICORP UNITED INC. By: /s/ Dale J. Wolf Title: Vice President/Finance ATTEST: /s/ Nancy J. Browning, Assistant Secretary 5 EX-99 5 EXECUTIVE BENEFIT SECURITY TRUST EXHIBIT 4(d) UTILICORP UNITED INC. EXECUTIVE BENEFIT SECURITY TRUST UTILICORP UNITED INC. EXECUTIVE BENEFIT SECURITY TRUST THIS TRUST AGREEMENT ("AGREEMENT") is made and entered into this 1st day of January, 1997 by UtiliCorp United Inc., a Delaware corporation, (the "Company"), and LaSalle National Trust, N.A., and its successor or successors and assigns in the trust hereby evidenced, as trustee (the "Trustee"), WITNESSETH: WHEREAS, the Company has adopted the UtiliCorp United Inc. 1995 Supplemental Contributory Retirement Plan and the UtiliCorp United Inc. 1995 Capital Accumulation Plan (the "Plans") for the benefit of a select group of management and/or highly compensated employees, and WHEREAS, the Company has incurred or expects to incur liability under the terms of such Plans with respect to the individuals participating in such Plans; and WHEREAS, the Company wishes to establish a trust (hereinafter called the "Trust") and to contribute to the Trust assets that shall be held therein, subject to the claims of the Company's creditors in the event of the Company's Insolvency, as herein defined, until paid to participants of the Plans and their beneficiaries in such manner and at such times as specified in the Plans; and WHEREAS, it is the intention of the parties that this Trust shall constitute an unfunded arrangement and shall not affect the status of the Plans as unfunded plans maintained for the purpose of providing deferred compensation for a select group of management or highly compensated employees for purposes of Title I of the Employee Retirement Income Security Act of l974; and WHEREAS, it is the intention of the Company to make contributions to the Trust to provide itself with a source of funds to assist it in the meeting of its liabilities under the Plans; NOW, THEREFORE, the parties do hereby establish the Trust and agree that the Trust shall be comprised, held and disposed of as follows: ARTICLE I INTRODUCTION 1.01 The Trust, the Plans, Participants. This Agreement and the Trust hereby evidenced shall be known as the "UtiliCorp United Inc. Executive Benefit Security Trust." The Trust is established for the benefit of employees of the Company who are or become covered under the Plans and their beneficiaries, as determined in accordance with the provisions of the Plans, which employees and beneficiaries are referred to as "Participants." However, the Participants shall not have any right or security interest in any specific asset of the Trust or 2 beneficial ownership in or preferred claim on the assets of the Trust, it being understood that the assets of the Trust shall be available for the claims of the Company's creditors as provided in Article V and all rights created under the Plans or the Trust shall be unsecured contractual rights against the Company. 1.02 Status of Trust. The Trust is intended to constitute a grantor trust under Sections 671-678 of the Internal Revenue Code, as amended, and shall be construed accordingly. (a) Company hereby deposits with Trustee in trust $100, which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Agreement. At any time or from time to time thereafter the Company, in its sole discretion, may deliver to the Trustee additional funds or other property to be held, invested and distributed by the Trustee in accordance with the provisions of this Agreement. (b) The Trust hereby established shall be irrevocable. (c) The Trust is intended to be a grantor trust, of which Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. (d) The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of the Participants and general creditors as herein set forth. Participants shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Plans and this Agreement shall be mere unsecured contractual rights of the Participants against the Company. Any assets held by the Trust will be subject to the claims of the Company's general creditors under federal and state law in the event of Insolvency, as defined in paragraph 5.01 herein. 1.03 Acceptance. The Trustee accepts the duties and obligations of the Trustee hereunder, agrees to accept delivery of property delivered to it by the Company pursuant to paragraph 1.2, and agrees to hold such property (and any proceeds from the investment of such property) in trust in accordance with this Agreement. 1.04 The Committee. The committee that is responsible for the administration of the Plans is the Committee appointed to administer the Plans pursuant to Article VI of the Plans. The Committee has certain powers, rights and duties under this Agreement as described below. The Trustee may request from time to time that an officer of the Company certify to the Trustee the person or persons who are acting as the members of the Committee or who have been delegated the authority to act on behalf of the Committee. The Trustee may rely on the latest certificate received without further inquiry or verification. 3 ARTICLE II MANAGEMENT OF THE TRUST FUND 2.01 The Trust Fund. Unless the context clearly implies or indicates otherwise, the term "Trust Fund" as of any date means all property of every kind then held under this Agreement by the Trustee or any custodian. 2.02 Trustee's General Powers, Rights and Duties. With respect to the Trust Fund and subject only to the limitations expressly provided in this Agreement (including the powers reserved to the Committee or the Company or imposed by applicable law), the Trustee shall have the following powers, rights and duties in addition to those vested in it elsewhere in this Agreement or by law: (a) When directed by the Committee, to invest and reinvest part or all of the Trust Fund in any real or personal property (including investments in any stocks, bonds, debentures, mutual fund shares, notes, commercial paper, treasury bills, any common, commingled or collective trust funds or pooled investment funds described in paragraph 2.03, any interest bearing deposits held by any bank or similar financial institution, and any other real or personal property). (b) When directed by the Committee, to apply for, pay premiums on and maintain in force on the lives of some or all of the Participants, individual, group term, universal or other life insurance policies ("Policies" or "Policy") to fund benefits under the Plans for Participants on whose lives the Policies are issued and containing such provisions as the Committee may approve or direct; to receive or acquire such a Policy from the Company or from the Participant on whose life the Policy is issued, but the Trustee may purchase a Policy from the Company or from the Participant only if the Trustee pays, transfers or otherwise exchanges for the Policy no more than the cash surrender value of the Policy and the Policy is not subject to a mortgage or similar lien which the Trustee would be required to assume; and to have with respect to Policies any rights, powers, options, privileges and benefits usually comprised in the term "incidents of ownership" and normally vested in an insured or owner of such Policies. (c) To retain in cash such amounts as the Trustee considers advisable and as are permitted by applicable law and to deposit any cash so retained in any depository (including any bank acting as Trustee) which the Trustee may select. (d) To manage, sell, insure and otherwise deal with all real and personal property held by the Trustee on such terms and conditions as the Trustee shall decide. (e) To vote stock and other voting securities personally or by proxy, to exercise subscription, conversion and other rights and options, to take any action and to abstain from taking any action with respect to any reorganization, consolidation, merger, dissolution, recapitalization, refinancing and any other 4 program or change affecting any property constituting a part of the Trust Fund, to hold or register any property from time to time in the Trustee's name or in the name of a nominee or to hold it unregistered or in such form that title shall pass by delivery and, with the approval of the Committee, to borrow from anyone, including any bank acting as Trustee, to the extent permitted by law, such amounts from time to time as the Trustee considers desirable to carry out this Trust (and to mortgage or pledge all or part of the Trust Fund as security). (f) To make payments from the Trust Fund to provide benefits that have become payable under the Plans pursuant to paragraph 4.05 or that are required to be made to the creditors of the Company pursuant to paragraph 5.02. (g) To maintain in the Trustee's discretion any litigation the Trustee considers necessary in connection with the Trust Fund, subject to paragraph 4.03. (h) To withhold, if the Trustee considers it advisable, all or any part of any payment required to be made hereunder as may be necessary and proper to protect the Trustee or the Trust Fund against any liability or claim on account of any estate, inheritance, income or other tax or assessment attributable to any amount payable hereunder, and to discharge any such liability with any part or all of such payment so withheld, provided that at least ten (10) days prior to discharging any such liability with any amount so withheld the Trustee shall notify the Committee in writing of the Trustee's intent to do so. (i) To maintain accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be made, including such other records as the Committee specifies and the Trustee agrees to, which records may be audited from time to time by the Committee or anyone named by the Committee. (j) To furnish periodic accounts to the Committee for such periods as the Committee may specify, showing all investments, receipts, disbursements and other transactions involving the Trust during the applicable period. Within sixty (60) days following the close of each calendar year and within sixty (60) days after the removal or resignation of the Trustee, the Trustee shall deliver to the Company a written account of its administration of the Trust during such year or during the period from the close of the last preceding year to the date of such removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cash, securities and other property held in the Trust at the end of such year or as of the date of such removal or resignation, as the case may be. The Committee or the Company may approve such accounting by written notice of approval delivered to the Trustee or by failure to express objection to such accounting in writing delivered to the Trustee within six (6) months from the date upon which the accounting was delivered to the Committee or the Company. Upon the receipt of a 5 written approval of the accounting, or upon the passage of the period of time within which objection may be filed without written objections having been delivered to the Trustee, such accounting shall be deemed to be approved, and the Trustee shall be released and discharged as to all items, matters and things set forth in such account, as fully as if such accounting had been settled and allowed by decree of a court of competent jurisdiction in an action or proceeding in which the Trustee, the Company and all persons having or claiming to have any interest in the Trust Fund or under the Plans were parties. (k) To furnish the Company with such information in the Trustee's possession as the Company may need for tax or other purposes. (l) To employ agents, attorneys, accountants, and other persons (who also may be employed by the Company or the Committee), to delegate discretionary powers to such persons, to reasonably rely upon information and advice furnished by such persons; provided that each such delegation and the acceptance thereof by each such person shall be in writing; and provided further that the Trustee may not delegate its responsibilities as to the management or control of the assets of the Trust Fund. (m) To perform all other acts which in the Trustee's judgment are appropriate for the proper management, investment and distribution of the Trust Fund. (n) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims, provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity with, the terms of the Plans or this Trust and is given in writing by the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. (o) Notwithstanding any powers granted to the Trustee pursuant to this Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code. 2.03 Collective Investment Trusts. The Trustee may invest Trust assets in any common, collective or commingled trust fund or pooled investment fund that is maintained by a bank or trust company (including a bank or trust company acting as Trustee) provided such investments are consistent with the investment guidelines, if any, agreed to in writing by the Company and the Trustee. To the extent that any Trust assets are invested in any such fund, the provisions of the documents under which such common, collective or commingled trust fund or pooled investment fund are maintained shall govern any investments therein and such provisions are hereby incorporated herein and made a part of this Agreement. 6 ARTICLE III MANNER OF ACTION OF THE COMMITTEE The Committee members may act by meeting, or by writing signed without meeting, and may sign any document by signing one document or concurrent documents. Any written action in lieu of a meeting must be by unanimous consent of all disinterested members. An action of a majority of disinterested members at a meeting of the Committee shall be effective as if taken on or made by all Committee members. If a member of the Committee is a Participant, he/she may not decide or determine any matter or questions concerning any payments to be made to him/her from the Trust that he/she would not have the right to decide or determine if he/she were not a member of the Committee. ARTICLE IV GENERAL PROVISIONS 4.01 Restrictions on Reversion. The Company shall not have any right, title or interest in the assets of the Trust Fund, nor will any part of the assets of the Trust Fund revert or be repaid to the Company until all benefits due under the Plans have been paid pursuant to the terms of the Plans and in accordance with the provisions of paragraph 4.05, except as follows: (a) The assets of the Trust shall be available for the claims of the Company's creditors under the circumstances specified in Article V; (b) If the Company ceases to maintain the Plans, any balance remaining in the Trust after all benefits, have been paid pursuant to the terms of the Plans and in accordance with the provisions of paragraph 4.05 shall revert to the Company; (c) Except in the event of a Change of Control (as defined in the Plans), upon the written request of the Committee at any time, the Trustee shall repay to the Company any excess assets (as defined below) in the Trust, provided that the Committee furnishes to the Trustee a statement acceptable to the Trustee as to the then value of vested accrued benefits (as defined below) under the Plans. For these purposes, "excess assets" means any amount by which the sum of the cash surrender value of Policies held in the Trust and the fair market value of all other assets in the Trust, as determined by the Trustee, exceeds the value of vested and accrued benefits under the Plans. For purposes of this Trust, "vested accrued benefits" shall mean the sum of all Deferred Benefit Accounts (as defined in the Plans) of Participants, including any interest credited thereunder. In the event of a "Change of Control", no assets of the Trust Fund shall revert or be repaid to the Company, under asny circumstances, until all benefits due under the Plans have been paid pursuant to the terms of the Plans and in accordance with the provisions of paragraph 4.05. 7 4.02 Nonalienation of Trust Assets. To the extent permitted by law, the rights or interests of any Participants to any benefits or future payments hereunder shall not be subject to attachment, garnishment, levy, execution or other legal or equitable process by any creditor of any such Participant, nor shall any such Participant have any right to alienate, anticipate, commute, pledge, encumber or assign (either at law or in equity) any of the benefits or rights which he/she may expect to receive (contingently or otherwise) under this Agreement, except as may be required by the tax withholding provisions of the Internal Revenue Code or of a state's income tax act. 4.03 Litigation. Any final judgment that is not appealed or appealable and which may be entered in any suit or legal proceeding regarding this Trust shall be binding and conclusive on the parties hereto and all persons having or claiming to have an interest in the Trust. In the defense of any suit or legal proceeding arising in connection with this Trust, the Company shall have the right to control such defense, including, without limitation, the right to negotiate, compromise or settle such suit or legal proceeding, in the Company's sole discretion. The Trustee shall have the right to participate in, but not control, the defense of any such suit or legal proceeding at its own cost and expense. In the event the Company chooses not to control the defense of a suit or legal proceeding arising in connection with this Trust, the Trustee shall undertake such defense in its discretion and the Company shall indemnify the Trustee against the Trustee's reasonable fees, expenses and liabilities (including, without limitation, reasonable attorneys' fees and expenses) relating thereto. If the Company does not pay such reasonable costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. 4.04 Trustee's Actions Conclusive. Except as otherwise provided by law, the Trustee's exercise or non-exercise of its powers and discretion in good faith shall be conclusive on all persons. No one shall be obliged to see to the application of any money paid or property delivered to the Trustee. The certificate of the Trustee that it is acting in accordance with this Agreement will fully protect all persons dealing with the Trustee. If there is a disagreement between the Trustee and anyone as to any act or transaction reported in any accounting, the Trustee shall have the right to a settlement of its account by any proper court. 4.05 Benefit Payments. The Committee shall direct the Trustee in writing to make distributions of benefits from the Trust Fund that have become payable, but that have not been paid by the Company, under the Plans to Participants, including the amount and manner of payment of any such benefit. If a payment required under the terms of the Plans has not been made to a Participant (whether due to the failure of the Committee to notify the Trustee as required by this paragraph or otherwise), then the Participant may notify the Trustee in writing of the amount (or a reasonable estimate of the amount) owed to him/her pursuant to the Plans, and the date or dates such amount was due and payable. The Trustee shall notify the Committee and the Company within fifteen (15) calendar days of the receipt of such payment request. If the Committee or the Company does not provide the Trustee with a statement of the amount due and payable which is acceptable to the Trustee within sixty (60) days of the date the Trustee notified the Committee and the Company of the payment request, the Trustee shall make the payment or payments requested by the Participant from the Trust Fund and may conclusively rely on such payment or payments being the appropriate amount. The Trustee shall also notify the Committee 8 and the Company of any such payments. Payment shall be made to a Participant from the Trust Fund in accordance with the terms of the Plans until the earlier of: (i) all benefit commitments due the Participant under the Plans as requested by the Participant in his/her notification to the Trustee, have been satisfied; or (ii) the Committee or the Company provide a statement of the amount due and payable. If a statement of the amount due and payable is so provided, an appropriate adjustment, if any, in the amount paid and to be paid to the Participant shall be made. The Trustee shall be fully protected in acting without Committee direction under this paragraph and shall be indemnified and saved harmless as provided in paragraph 4.08. The Trustee shall make such distributions from the Trust Fund in accordance with the provisions of this paragraph 4.05, subject to the provisions of Article V. If Trust assets are not sufficient to pay the benefits from the Plans, the Company shall make the balance of each such payment when due. 4.06 Missing Persons. If any payment directed to be made by the Trustee from the Trust Fund is not claimed by the person entitled thereto, the Trustee shall notify the Committee of that fact. Neither the Company, the Committee nor the Trustee shall have obligation to search for or ascertain the whereabouts of any payee under this Trust. 4.07 Liabilities Mutually Exclusive. To the extent permitted by law, the Company, the Trustee, the Committee and each member thereof shall be responsible only for their own acts or omissions. 4.08 Indemnification. To the extent permitted by law, neither the Trustee, any present or former Committee member, nor any person who is or was a director, officer, or employee of the Company, shall be personally liable for any act done, or omitted to be done, in good faith in the administration of this Trust. Any person to whom the Committee or the Company has delegated any portion of its responsibilities under the Trust, any person who is or was a director or officer of the Company, members and former members of the Committee, and each of them, shall, to the extent permitted by law, be indemnified and saved harmless by the Company (to the extent not indemnified or saved harmless under any liability insurance or other indemnification arrangement with respect to this Trust) from and against any and all liability or claim of liability to which they may be subjected by reason of any act done or omitted to be done in good faith in connection with the administration of the Trust or the investment of the Trust Fund, including all expenses reasonably incurred in their defense if the Company fails to provide such defense after having been requested to do so in writing. The Trustee shall be indemnified and saved harmless by the Company (to the extent not indemnified or saved harmless under any liability insurance or other indemnification arrangement with respect to this Trust) only with respect to liability or claim of liability to which the Trustee shall be subjected by reason of its good faith compliance with any directions given in accordance with the provisions of the Trust by the Committee. 4.09 Compensation and Expenses. All reasonable costs, charges and expenses incurred by the Trustee pursuant to subparagraph 2.02(g) shall be paid from the Trust Fund to the extent not paid by the Company, and all other reasonable compensation, costs, charges and expenses incurred in the administration of this Trust, as agreed upon between the Committee and the Trustee, will, to the extent not paid by the Company be paid from the Trust Fund. 4.10 Action by the Company. Any action with respect to this Trust required or permitted to be taken by the Company shall be by resolution of its Board of Directors, by a duly 9 authorized committee of its Board of Directors, or by a person or persons authorized by resolution of its Board of Directors or such committee. 4.11 Warranty. The Company warrants that all directions or authorizations by the Committee, whether for the payment of money or otherwise, will comply with the provisions of the Plans and this Trust. 4.12 Evidence. Evidence required of anyone under this Agreement shall be signed, made or presented by the proper party or parties and may be by certificate, affidavit, document or other information which the person acting on it considers pertinent and reliable. 4.13 Waiver of Notice. Any notice required under this Agreement may be waived by the person entitled to such notice. 4.14 Counterparts. This Agreement may be executed in two or more counterparts, any one of which will be an original without reference to the others. 4.15 Gender and Number. Where the context admits, words denoting the masculine gender shall include the feminine gender, the singular shall include the plural, and the plural shall include the singular. 4.16 Scope of this Agreement. The Plans and this Trust will be binding on all persons entitled to benefits hereunder and their respective heirs and legal representatives, and upon the Company, the Committee, the Trustee, and their successors and assigns. 4.17 Severability. If any provision of this Agreement is held to be illegal or invalid, such illegality or invalidity shall not affect the remaining provisions of this Agreement, and they shall be construed and enforced as if such illegal or invalid provision had never been inserted herein. 4.18 Statutory References. Any references in this Agreement to a section of the Internal Revenue Code shall include any comparable section or sections of any future legislation that amends, supplements or supersedes that section. 4.19 Applicable Law. The Trust shall be construed in accordance with the laws of the State of Missouri. ARTICLE V INSOLVENCY 5.01 Insolvency. The Company shall be considered "Insolvent" for purposes of this Trust if the Company's debts are not paid as they mature or if its affairs become the subject of reorganization or liquidation proceedings as a debtor under federal bankruptcy laws. 5.02 Payments During Insolvency. At all times during the existence of this Trust, assets and rights of the Trust shall be subject to the claims of the Company's general creditors. Therefore, if the Trustee knows that the Company is Insolvent (as defined in paragraph 5.01), the 10 Trustee shall discontinue benefit payments that otherwise would be paid and will deliver or otherwise make available assets of the Trust to satisfy the claims of the Company's creditors as directed by a court of competent jurisdiction. If the Company becomes Insolvent, its Board of Directors and its Chief Executive Officer shall have the duty to promptly inform the Trustee of the Company's Insolvency. The Committee shall have the same duty if and when it becomes aware that the Company has become Insolvent or upon an inquiry of the Company's solvency by the Trustee. Participants shall not be granted greater rights to the Trust Fund by virtue of their rights under the Plans than other general creditors of the Company, but no provision of the Trust shall diminish the rights of a Participant to pursue his/her rights as a general creditor of the Company with respect to any benefits he/she is entitled to under the Plans, or otherwise. The Trustee shall resume payments of benefits in accordance with the Plans after the Trustee has been notified by the Board of Directors or the Chief Executive Officer that the Company is no longer Insolvent. 5.03 Trustee's Reliance. Unless the Trustee has actual knowledge of the Company's Insolvency, or has received notice from Company or a person claiming to be a creditor alleging that the Company is Insolvent, Trustee shall have no duty to inquire whether the Company is Insolvent. The Trustee may in all events rely on such evidence concerning the Company's solvency as may be furnished to the Trustee and that provides the Trustee with a reasonable basis for making a determination concerning the Company's solvency. ARTICLE VI RESIGNATION OR REMOVAL OF TRUSTEE 6.01 Resignation or Removal of Trustee. The Trustee may resign at any time by giving sixty (60) days advance written notice to the Company and the Committee. The Company or the Committee may remove a Trustee by giving written notice to the Trustee provided that such removal shall not become effective until the time immediately preceding the appointment of a successor Trustee pursuant to paragraph 6.02. 6.02 Successor Trustees. In the event of the resignation or removal of the Trustee, a successor Trustee shall be appointed by the Company or the Committee in writing as soon as practicable. Written notice of such appointment shall be given by the Company or the Committee to the predecessor Trustee. 6.03 Duties of Predecessor Trustee and Successor Trustee. A Trustee that resigns or is removed shall promptly furnish to the Committee and the successor Trustee a final account of its administration of the Trust. A successor Trustee shall succeed to the right and title of the predecessor Trustee in the assets of the Trust Fund and the predecessor Trustee shall deliver the property comprising the Trust Fund to the successor Trustee together with any instruments of transfer, conveyance, assignment and further assurances as the successor Trustee may reasonably require. Each successor Trustee shall have all the powers, rights and duties conferred by this Agreement as if named the initial Trustee. Subject to applicable law, no successor Trustee shall be personally liable for any act or failure to act of a predecessor Trustee. 11 ARTICLE VII AMENDMENT AND TERMINATION 7.01 Amendment. This Trust may be amended from time to time by the Company, except as follows: (a) The duties and liabilities of the Committee and the Trustee under this Agreement cannot be changed substantially without their consent. (b) Under no condition shall any amendment result in the return or repayment to the Company of any portion of the Trust Fund or the income therefrom except to the extent permitted under paragraph 4.01, or result in the distribution of the Trust Fund for any purposes other than payment of obligations of the Company to its creditors, including Participants. (c) This Trust may not be amended so as to cause the reduction or cessation of any benefits a Participant would receive under the terms of the Plans nor may the Trust be amended to make the Trust revocable. 7.02 Termination. This Trust shall not terminate, and all the rights, titles, powers, duties, discretions and immunities on or reserved to the Trustee, the Company and the Committee shall continue in effect with respect to the Trust, until all benefits payable to Participants under the Plans have been paid and all assets have been distributed by the Trustee under the Trust and the Plans. Notwithstanding any other provision of this Trust, the Trust shall terminate one day prior to the expiration of a period of twenty-one (21) years after the death of the last to die of employees of the Company who are Participants in the Plans on the day and year first above written. Upon termination of the Trust, any assets remaining in the Trust shall be returned to the Company. 12 IN WITNESS WHEREOF, the Company and the Trustee have caused this Agreement to be executed on their behalf and by their respective officers thereunto duly authorized, the day and year first above written. ATTEST/WITNESS UtiliCorp United Inc. /s/ Becky J. Arndt By: /s/ Larry Bailey Its: Director of Benefits ATTEST/WITNESS LaSalle National Trust, N.A. /s/ Linda Bonham By: /s/ William R. Kursar Its: Senior Vice President EX-99 6 EXECUTIVE COMPENSATION SECURITY TRUST EXHIBIT 4(e) FIRST AMENDMENT UTILICORP UNITED INC. EXECUTIVE COMPENSATION SECURITY TRUST This Amendment ("Amendment") made and entered into this 23rd day of March, 1998 by UtiliCorp United Inc. (the "Company"), a Delaware Corporation, and LaSalle National Trust, N.A., (the "Trustee"), WITNESSETH: WHEREAS, the Company and the Trustee entered into the UtiliCorp United Inc. Executive Benefits Security Trust (the "Trust") dated January 1, 1997, for the purpose of assisting the Company to meet its obligations under certain non-qualified deferred compensation plans sponsored and maintained by the Company, and to provide the participants under such plans with certain protections in the event of a change in control of the Company; and WHEREAS, in accordance with Article VII of the Trust, the Company reserved the right to amend the Trust Agreement from time to time, subject to certain exceptions that are not applicable; and WHEREAS, the parties now desire to amend the Trust Agreement in the manner set forth below; NOW, THEREFORE, the Trust Agreement is hereby amended effective as of January 1, 1998: 1. Subparagraph (a) and (b) of paragraph 2.02 are amended to read in their entirety as follows: (a) To invest and reinvest part or all of the Trust Fund in any real or personal property (including investments in any stocks, bonds, debentures, mutual fund shares, notes, commercial paper, treasury bills, any common, commingled or collective trust funds or pooled investment funds described in paragraph 2.03, any interest bearing deposits held by any bank or similar financial institution, and any other real or personal property). (b) To apply for, pay premiums on and maintain in force on the lives of some or all of the Participants, individual, group term, universal or other life insurance policies ("Policies" or "Policy") to fund benefits under the Plans for Participants on whose lives the Policies are issued and containing such provisions as the Committee may approve or direct; to receive or acquire such a Policy from the Company or from the Participant on whose life the Policy is issued, but the Trustee may purchase a Policy from the Company or from the Participant only if the Trustee pays, transfers or otherwise exchanges for the Policy no more than the cash surrender value of the Policy and the Policy is not subject to a mortgage or similar lien which the Trustee would be required to assume; and to have with respect to Policies any rights, powers, options, privileges and benefits usually comprised in the term "incidents of ownership" and normally vested in an insured or owner of such Policies. 2. A new paragraph 2.04 is added to the Trust to read in its entirety as follows: 2.04 Direction of Committee. Notwithstanding any provision in this Agreement to the contrary, the Committee shall retain the right to direct the Trustee from time to time with respect to the investment and reinvestment of part or all of the Trust Fund; provided that, in the event of a Change in Control (as defined in the Plans) all such powers of the Committee to direct the Trustee under this Agreement shall terminate, and the Trustee shall act in its own discretion to carry out this Agreement in accordance with the terms of the Plans and this Agreement. 3. Paragraph 6.01 of the Trust is amended to read in its entirety as follows: 6.01 Resignation or Removal of Trustee. The Trustee may resign at any time by giving sixty (60) days advance written notice to the Company and the Committee. The Company or the Committee may remove the Trustee; provided that such removal shall not become effective until the time immediately proceeding the appointment of a successor Trustee pursuant to paragraph 6.02; and provided further that in the event of a Change in Control (as defined in the Plans), the Trustee may only be removed by a majority vote of the Participants, and if a Participant has deceased, his or her beneficiaries (who collectively shall have one vote among them and shall vote in place of such deceased Participant), by giving sixty (60) days advance written notice to the Trustee or such shorter notice accepted by the Trustee. 2 4. Each reference to "Deferred Benefit Account(s)" shall instead refer to "Deferral Account(s)." IN WITNESS WHEREOF, the Company and the Trustee have caused this Amendment to be executed on their behalf and by the respective officers thereunto duly authorized, the day and year first above written. UTILICORP UNITED, INC. By: /s/ Leo E. Horton Its: Senior Vice President LaSALLE NATIONAL TRUST, N.A. By: /s/ William R. Kursar Its: Senior Vice President 3 EX-5 7 OPINION OF BLACKWELL SANDERS EXHIBIT 5 [Blackwell Sanders logo] November 19, 1999 UtiliCorp United Inc. 20 West 9th Street Kansas City, Missouri 64105 Ladies and Gentlemen: We refer to the Registration Statement of UtiliCorp United Inc. (the "Company") on Form S-8 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933, as amended, $6,000,000 of Deferred Compensation Obligations which represent unsecured obligations of the Company to pay deferred compensation in accordance with the terms of the UtiliCorp United Inc. Supplemental Contributory Retirement Plan (the "Plan"). We are familiar with the proceedings to date with respect to such proposed sale and have examined such records, documents and matters of law and satisfied ourselves as to such matters of fact as we have considered relevant for the purposes of this opinion. Based upon the foregoing, it is our opinion that when issued with the provisions of the Plan, the Deferred Compensation Obligations will be valid and binding obligations of the Company, enforceable in accordance with the their terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws of general applicability relating to or affecting enforcement of creditors' rights or by general equity principles. We hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement. Very truly yours, /s/ Blackwell Sanders Peper Martin LLP EX-23 8 CONSENT OF ARTHUR ANDERSEN LLP EXHIBIT 23(a) Consent of Independent Auditors Consent of Independent Public Accountants As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement on Form S-8, used to register UtiliCorp United Inc.'s Deferred Compensation Obligations, of our reports dated February 1, 1999, included in UtiliCorp United Inc.'s Annual Report on Form 10-K for the year ended December 31, 1998, and to all references to our firm included in this Registration Statement. /s/ Arthur Andersen LLP Arthur Andersen LLP Kansas City, Missouri November 19, 1999 EX-24 9 POWER OF ATTORNEY EXHIBIT 24 POWER OF ATTORNEY We, the undersigned Directors and Officers of UtiliCorp United Inc., do hereby name, constitute and appoint Richard C. Green, Jr., Robert K. Green, Dwayne L. Hart or Dale J. Wolf, our agent and attorney-in-fact, for each of us and in our respective behalves as Directors and/or as Officers of UtiliCorp United Inc., to sign and execute a Registration Statement on Form S-8, and any amendments thereto, relating to the registration with the Securities and Exchange Commission of participation interests under the UtiliCorp United Inc. Supplemental Contributory Retirement Plan. Executed this 3rd day of November, 1999. /s/ Richard C. Green, Jr. /s/ Avis G. Tucker - --------------------------------- ---------------------------------- RICHARD C. GREEN, JR. AVIS G. TUCKER /s/ Irvine O. Hockaday, Jr. /s/ Robert F. Jackson, Jr. - --------------------------------- ---------------------------------- IRVINE O. HOCKADAY, JR. ROBERT F. JACKSON, JR. /s/ John R. Baker - --------------------------------- ---------------------------------- JOHN R. BAKER L. PATTON KLINE /s/ Herman Cain /s/ Stanley O. Ikenberry - --------------------------------- ---------------------------------- HERMAN CAIN STANLEY O. IKENBERRY /s/ Robert K. Green /s/ Dale J. Wolf - --------------------------------- ---------------------------------- ROBERT K. GREEN DALE J. WOLF /s/ Dwayne L. Hart - --------------------------------- ---------------------------------- JAMES S. BROOK DWAYNE L. HART - ------------------------------------- RONALD LEMAY -----END PRIVACY-ENHANCED MESSAGE-----