UTILICORP UNITED INC
FIRST AMENDMENT CAPITAL ACCUMULATION PLAN
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<TYPE>EX-10.(A)(2)
<SEQUENCE>4
<FILENAME>a2056334zex-10_a2.txt
<DESCRIPTION>FIRST AMENDMENT CAPITAL ACCUMULATION PLAN
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                                                               Exhibit 10(a)(2)

                                 FIRST AMENDMENT
                              UTILICORP UNITED INC.
                            CAPITAL ACCUMULATION PLAN

     THIS AMENDMENT is made by UtiliCorp United Inc. (the "Company").

     WHEREAS, the Company adopted the UtiliCorp United Inc. Capital Accumulation
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, the Plan was most recently amended and restated in its entirety
effective as of January 1, 2001 (the "Restated Plan"), and the Company desires
to adopt a clarifying amendment as hereinafter set forth.

     NOW, THEREFORE, the Restated Plan is amended as follows:

     A.   Section 4.1 is amended to read in its entirety as follows:

     4.1  SHORT TERM PAY-OUT.

          (a)  In connection with each Participant's deferral election for a
     Plan Year, such Participant may elect to receive a "Short Term Pay-Out" of
     his or her Deferral Contributions attributable to such Plan Year. Subject
     to the Deduction Limitation and the other terms and conditions of this
     Plan, each Short Term Pay-Out benefit shall be paid in a lump sum as soon
     as reasonably practicable (which will normally be within 60 days) after the
     last day of any Plan Year designated by the Participant that is at least
     one (1) Plan Year after the Plan Year during which such Deferral
     Contributions were made. By way of example, if a one (1) year Short Term
     Pay-Out is elected for Deferral Contributions that are deferred during the
     Plan Year commencing January 1, 2001, the one (1) year Short Term Pay-Out
     would become payable as soon as reasonably practicable on or after December
     31, 2002.

          (b)  ELECTION TO DEFER SHORT TERM PAY-OUT. At any time after a Short
     Term Pay-Out is elected, but in no event later than the earlier of (I) six
     (6) months before the scheduled Short Term Pay-Out date or (II) December 31
     of the calendar year preceding the calendar year during which the scheduled
     Short Term Pay-Out date occurs, the Participant may irrevocably elect to
     extend his or her scheduled payment date to a subsequent pay-out date, in
     which case, the Participant's Deferral Contributions attributable to such
     election shall be paid, subject to the Deduction Limitation, in a single
     lump sum as soon as reasonably practicable (which will normally be within
     60 days) after such extended pay-out date.

          (c)  PAYMENT OF HYPOTHETICAL EARNINGS ATTRIBUTABLE TO SHORT TERM
     PAY-OUTS. A Participant's Short Term Pay-Out benefit attributable to any
     Plan Year shall be inclusive of any hypothetical investment gains or losses
     credited in accordance with Section 3.5 on his or her Deferral
     Contributions for such Plan Year.

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

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     B.   Section 5.2 is amended to read in its entirety as follows:

          5.2  PAYMENT OF RETIREMENT BENEFIT. A Participant in connection with
     his or her commencement of participation in the Plan, shall elect to
     receive his or her Retirement Benefit in a lump sum or pursuant to a
     Quarterly Installment Method over 2 to 15 years. The Participant may
     annually change his or her election to an alternative pay-out method by
     submitting a new election form to the Committee, PROVIDED, HOWEVER, the
     Committee will only honor a Participant's new election if it is submitted
     to the Committee prior to the earlier of (I) six (6) months before the
     Participant's Retirement date or (II) December 31 of the calendar year
     preceding the calendar year during which the Participant Retires. In the
     event that a Participant Retires before his or her attainment of age 62,
     the Participant may file a written request with the Committee requesting
     that a lump sum payment not be made, or installment payments not commence,
     until after the Participant reaches age sixty-five (65), provided that any
     such election form is accepted by the Committee in its sole discretion and
     submitted prior to the earlier of (I) six (6) months before the
     Participant's Retirement date or (II) December 31 of the calendar year
     preceding the calendar year during which the Participant Retires. If a
     Participant does not make any election with respect to the payment of the
     Retirement Benefit, then such benefit shall be payable in a single lump
     sum. The lump sum payment shall be made, or installment payments shall
     commence, as soon as reasonably practicable (which will normally occur
     within 60 days) following the date the Participant Retires. Any payment
     made shall be subject to the Deduction Limitation.

     C.   This Amendment is effective as of January 1, 2001. Except as set forth
herein, all other provisions of the Plan shall remain in effect.

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                                 SIGNATURE PAGE

     IN WITNESS WHEREOF, the Company has caused this Amendment to be executed
this 30th day of January, 2001.

                                       UTILICORP UNITED INC.


                                       By: /s/ Dale J. Wolf

                                       Title: Vice President

ATTEST:

By:  /s/   Nancy J. Browning
     Assistant Secretary


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