<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended MARCH 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________ to ___________
Commission file number: 1-3562
UTILICORP UNITED INC.
(Exact name of registrant as specified in its charter)
Delaware 44-0541877
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
20 West Ninth, Kansas City, Missouri 64105
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 816-421-6600
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
Class Outstanding at May 6, 1998
- ----- --------------------------
Common Stock, $1 par value 53,757,018
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Information regarding the consolidated condensed financial statements is
set forth on pages 3 through 10.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Management's discussion and analysis of financial condition and results
of operations can be found on pages 11 through 17.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
None
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORT ON FORM 8-K
(a) Exhibits can be found on page 18.
(b) Reports on Form 8-K can be found on page 18.
2
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
UTILICORP UNITED INC.
CONSOLIDATED CONDENSED STATEMENTS OF INCOME--UNAUDITED
<TABLE>
<CAPTION>
Quarter Ended March 31,
DOLLARS IN MILLIONS 1998 1997
- --------------------------------------------------------------------------------
<S> <C> <C>
Sales $2,895.8 $2,059.6
Cost of sales 2,642.3 1,805.4
- --------------------------------------------------------------------------------
GROSS PROFIT 253.5 254.2
- --------------------------------------------------------------------------------
Operating, administrative and maintenance expense 130.1 137.5
Depreciation, depletion and amortization 42.0 31.9
Provision for asset impairments -- 26.5
- --------------------------------------------------------------------------------
INCOME FROM OPERATIONS 81.4 58.3
- --------------------------------------------------------------------------------
Other income (expense):
Equity in earnings from investments and partnerships 22.2 21.2
Merger termination fee -- 53.0
Other income 6.3 3.7
Minority interest and other expense (5.7) (6.3)
- --------------------------------------------------------------------------------
Total other income 22.8 71.6
- --------------------------------------------------------------------------------
EARNINGS BEFORE INTEREST AND TAXES 104.2 129.9
- --------------------------------------------------------------------------------
Interest expense:
Interest expense - long-term debt 31.8 30.0
Interest expense - short-term debt 1.6 2.3
Minority interest in income of partnership 2.2 2.2
- --------------------------------------------------------------------------------
Total interest expense 35.6 34.5
- --------------------------------------------------------------------------------
EARNINGS BEFORE INCOME TAXES 68.6 95.4
Income taxes 25.3 37.5
- --------------------------------------------------------------------------------
EARNINGS BEFORE EXTRAORDINARY ITEM 43.3 57.9
Loss on extinguishment of debt (net of income tax of $4.5) -- 7.2
- --------------------------------------------------------------------------------
NET INCOME 43.3 50.7
Preference dividends -- .3
- --------------------------------------------------------------------------------
EARNINGS AVAILABLE FOR COMMON SHARES $43.3 $50.4
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
</TABLE>
See accompanying notes to consolidated condensed financial statements.
3
<PAGE>
UTILICORP UNITED INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, December 31,
DOLLARS IN MILLIONS 1998 1997
- --------------------------------------------------------------------------------
(Unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 125.1 $ 89.5
Funds on deposit 29.1 31.5
Accounts receivable, net 986.9 1,165.1
Inventories and supplies 123.2 111.6
Price risk management assets 144.2 121.5
Prepayments and other 49.1 95.2
- --------------------------------------------------------------------------------
TOTAL CURRENT ASSETS 1,457.6 1,614.4
- --------------------------------------------------------------------------------
Property, plant and equipment, net 2,485.0 2,480.3
Investments in subsidiaries and partnerships 702.5 691.2
Price risk management assets 176.5 161.5
Deferred charges 159.6 166.1
- --------------------------------------------------------------------------------
TOTAL ASSETS $4,981.2 $5,113.5
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
LIABILITIES AND SHAREOWNERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt $ 147.1 $ 149.6
Short-term debt 65.3 113.8
Accounts payable 1,123.4 1,356.3
Accrued liabilities 73.3 13.8
Price risk management liabilities 141.2 123.7
Other current liabilities 85.3 52.7
- --------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES 1,635.6 1,809.9
- --------------------------------------------------------------------------------
LONG-TERM LIABILITIES:
Long-term debt, net 1,349.9 1,358.6
Deferred income taxes and credits 360.9 362.7
Price risk management liabilities 181.1 170.5
Minority interest 58.6 59.0
Other deferred credits 111.2 89.2
- --------------------------------------------------------------------------------
TOTAL LONG-TERM LIABILITIES 2,061.7 2,040.0
- --------------------------------------------------------------------------------
Company-obligated mandatorily redeemable preferred
securities of partnership 100.0 100.0
Common shareowners' equity 1,183.9 1,163.6
Commitments and contingencies
- --------------------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREOWNERS' EQUITY $4,981.2 $5,113.5
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
</TABLE>
See accompanying notes to consolidated condensed financial statements
4
<PAGE>
CONSOLIDATED CONDENSED STATEMENTS OF COMMON SHAREOWNERS' EQUITY
<TABLE>
<CAPTION>
March 31, December 31,
DOLLARS IN MILLIONS 1998 1997
- --------------------------------------------------------------------------------
(Unaudited)
<S> <C> <C>
Common Stock: authorized 200,000,000 shares, par value
$1 per share, 53,753,800 shares outstanding at
March 31, 1998 and December 31, 1997; authorized
20,000,000 shares of Class A common stock, par value
$1 per share, none issued $53.8 $53.8
Premium on Capital Stock 992.1 999.1
Retained Earnings 171.3 152.8
Treasury Stock, at cost (7,840 and 235,075 shares at
March 31, 1998 and December 31, 1997, respectively) (.5) (10.8)
Accumulated Other Comprehensive Losses (32.8) (31.3)
- --------------------------------------------------------------------------------
TOTAL COMMON SHAREOWNERS' EQUITY $1,183.9 $1,163.6
- --------------------------------------------------------------------------------
</TABLE>
See accompanying notes to consolidated condensed financial statements.
5
<PAGE>
UTILICORP UNITED INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS--UNAUDITED
<TABLE>
<CAPTION>
Quarter Ended March 31,
DOLLARS IN MILLIONS 1998 1997
- --------------------------------------------------------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $43.3 $50.7
Adjustments to, reconcile net income to net cash
provided by operating activities:
Depreciation, depletion and amortization 42.0 31.9
Net changes in price risk management assets and
liabilities (9.6) 1.4
Deferred income taxes and credits (1.8) 6.2
Equity in earnings from investments and partnerships (22.2) (21.2)
Dividends from investments and partnerships 4.0 6.8
Minority interests .7 2.1
Provision for asset impairments -- 26.5
Loss on extinguishment of debt, net -- 7.2
Changes in certain assets and liabilities:
Accounts receivable, net 180.8 154.2
Inventories and supplies (11.6) 22.4
Prepayments and other 46.1 (12.5)
Accounts payable (232.9) (159.9)
Accrued liabilities, net 59.5 57.3
Other 62.6 (42.6)
- --------------------------------------------------------------------------------
CASH PROVIDED BY OPERATING ACTIVITIES 160.9 130.5
- --------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to utility plant (16.5) (19.6)
Investments in international businesses -- (1.9)
Investments in energy related properties (4.0) (4.9)
Other (22.8) 2.7
- --------------------------------------------------------------------------------
CASH USED FOR INVESTING ACTIVITIES (43.3) (23.7)
- --------------------------------------------------------------------------------
</TABLE>
6
<PAGE>
UTILICORP UNITED INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS--UNAUDITED,
CONTINUED
<TABLE>
<CAPTION>
Quarter Ended March 31,
DOLLARS IN MILLIONS 1998 1997
- --------------------------------------------------------------------------------
<S> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock -- 5.7
Treasury stock sold 10.3 5.6
Issuance of long-term debt .8 .4
Retirement of long-term debt (.6) (82.6)
Retirement of preference stock -- (25.0)
Short-term borrowings (repayments), net (60.7) 50.0
Cash dividends paid (24.8) (23.7)
Other (7.0) (1.4)
- --------------------------------------------------------------------------------
CASH USED FOR FINANCING ACTIVITIES (82.0) (71.0)
- --------------------------------------------------------------------------------
Increase in cash and cash equivalents 35.6 35.8
Cash and cash equivalents at beginning of period 89.5 137.1
- --------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $125.1 $172.9
- --------------------------------------------------------------------------------
</TABLE>
See accompanying notes to consolidated condensed financial statements.
7
<PAGE>
UTILICORP UNITED INC.
NOTES TO CONSOLIDATED CONDENSED
FINANCIAL STATEMENTS
(UNAUDITED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited consolidated condensed financial statements have
been prepared in accordance with the accounting policies described in the
consolidated financial statements and related notes included in UtiliCorp's
1997 Annual Report on Form 10-K. It is suggested that those consolidated
financial statements be read in conjunction with this report. The year end
financial statements presented were derived from audited financial statements
of UtiliCorp United Inc. (the company), but do not include all disclosures
required by generally accepted accounting principles. In the opinion of
management, the accompanying consolidated condensed financial statements
reflect all adjustments (which include only normal recurring adjustments)
necessary for a fair representation of the financial position of the company
and the results of its operations. Certain estimates and assumptions that
affect reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of sales and expenses during
the reporting periods shown have been made in preparing the consolidated
condensed financial statements. Actual results could differ from these
estimates.
Certain prior year amounts in the consolidated financial statements have been
reclassified where necessary to conform to the 1998 presentation.
FINANCIAL INSTRUMENTS
TRADING OPERATIONS
The company uses a variety of financial instruments in connection with price
risk management services provided by Aquila Energy Corporation, a
wholly-owned subsidiary of the company. These financial instruments include
forward contracts which commit the company to purchase or sell energy in the
future; swap agreements which require payment to (or receipt of payments
from) counterparties based on the differential between specific prices for
the related commodity; futures and options contracts traded on the New York
Mercentile Exchange and other contractual arrangements. The value of all the
financial instruments used for price risk management activities are recorded
at market value with changes in value reflected in the statement of income.
NON-TRADING ACTIVITIES FOR COMMODITY OPERATIONS
The company utilizes various exchange-traded and over-the-counter financial
instrument contracts to hedge anticipated purchases and sales of natural gas
and natural gas liquids. The financial instruments used are futures,
options, forward contracts and price and basis swaps. Financial instruments
used for non-trading activities are designated as a hedge at inception where
there is a direct relationship to the price risk associated with the
company's future sales and purchases of commodities used in the company's
operations. Financial instruments used to hedge anticipated transactions are
accounted for under the deferral method with gains and losses on these
transactions recognized in sales when the hedged transaction occurs.
8
<PAGE>
UTILICORP UNITED INC.
NOTES TO CONSOLIDATED CONDENSED
FINANCIAL STATEMENTS--CONTINUED
(UNAUDITED)
2. EARNINGS PER COMMON SHARE
The following table shows the amounts used in computing basic and dilutive
earnings per share and the effect on income and weighted average number of
shares of dilutive potential common stock for the quarters ended March 31,
1998 and 1997.
<TABLE>
<CAPTION>
IN MILLIONS, EXCEPT PER SHARE AMOUNTS Quarter Ended March 31,
----------------------------------------------------------------------
1998 1997
----------------------------------------------------------------------
<S> <C> <C>
Earnings available for common shares $43.3 $50.4
Interest expense on convertible bonds .1 .1
----------------------------------------------------------------------
Earnings available for common shares after
assumed conversion of dilutive securities $43.4 $50.5
----------------------------------------------------------------------
Earnings per share:
Basic:
Earnings before extraordinary item $.81 $1.08
Loss on retirement of debt -- (.13)
----------------------------------------------------------------------
Earnings available for common shares $.81 $.95
----------------------------------------------------------------------
Diluted:
Earnings before extraordinary item $.80 $1.07
Loss on retirement of debt -- (.13)
----------------------------------------------------------------------
Earnings available for common shares $.80 $.94
----------------------------------------------------------------------
Weighted average number of common shares
used in basic EPS 53.7 53.2
Per share effect of dilutive securities:
Stock options .6 --
Convertible bonds .2 .3
----------------------------------------------------------------------
Weighted number of common shares and dilutive
potential common shares used in diluted EPS 54.5 53.5
----------------------------------------------------------------------
</TABLE>
3. REGULATORY MATTER
In March 1998, the Missouri Public Service Commission (MPSC) ordered the
company to reduce its annual electric rates in Missouri by $16.9 million and
increase depreciation expense by $5.8 million beginning in April 1998. The
impact of this order will reduce EBIT by $16.3 million in 1998. Although the
company is still reviewing the impact of the order, it currently estimates
that its EBIT will be reduced by $22.7 million on a full year basis.
9
<PAGE>
UTILICORP UNITED INC.
NOTES TO CONSOLIDATED CONDENSED
FINANCIAL STATEMENTS--CONTINUED
(UNAUDITED)
4. COMPREHENSIVE INCOME
In 1998, the company adopted Statement of Financial Accounting Standards No.
130, "Reporting Comprehensive Income" ("SFAS 130"), which established
standards for reporting and displaying comprehensive income and its
components in the financial statements for the period in which they are
recognized. For its quarterly reports, the company discloses comprehensive
income, which encompasses net income and foreign currency translation
adjustments, in the footnotes of its interim financial statements. Currency
translation adjustments are described as accumulative other comprehensive
losses in the consolidated condensed statements of common shareowners'
equity.
Comprehensive income for the quarters ended March 31, 1998 and 1997 was as
follows:
<TABLE>
<CAPTION>
1998 1997
------ ------
<S> <C> <C>
Net income $43.3 $50.7
Unrealized translation adjustments (1.5) (1.5)
------ ------
Comprehensive income $41.8 $49.2
------ ------
------ ------
</TABLE>
10
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
UTILICORP UNITED INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
EXCEPT WHERE NOTED, THE FOLLOWING DISCUSSION REFERS TO THE CONSOLIDATED
ENTITY, UTILICORP UNITED INC. THE BUSINESS SEGMENTS OF THE COMPANY INCLUDE
THE FOLLOWING BUSINESS GROUPS: UTILICORP ENERGY DELIVERY (UED), CONSISTING
PRIMARILY OF TRANSMISSION AND DISTRIBUTION UTILITY OPERATIONS; AQUILA ENERGY
CORPORATION (AQUILA), CONSISTING PRIMARILY OF ENERGY MARKETING (BOTH GAS AND
ELECTRIC), AND GAS PROCESSING, GATHERING AND TRANSMISSION; AND GENERATION,
CONSISTING OF DOMESTIC ELECTRIC GENERATION AND INDEPENDENT POWER PROJECTS.
THE COMPANY ALSO HAS VARIOUS OPERATIONS THAT INCLUDE GENERATION, GAS
MARKETING, ELECTRIC DISTRIBUTION AND VARIOUS EQUITY INVESTMENTS THAT ARE
DISCUSSED IN THE INTERNATIONAL SECTION OF THIS REPORT. THE LIQUIDITY AND
CAPITAL RESOURCES SECTION IS PREPARED ON A CONSOLIDATED BASIS.
FORWARD-LOOKING INFORMATION
This Form 10-Q contains forward-looking information. Although the company
believes that its expectations are based on reasonable assumptions, it can
give no assurance that its goals will be achieved. Important factors that
could cause actual results to differ materially from those in the forward
looking statements herein include changes in the prices of natural gas,
natural gas liquids and electricity, future deregulation initiatives and
their regulatory actions against the company, specifically, the successful
rollout of future products and services directly or through alliances,
changes in the future state or federal income tax rates and laws, changes in
the Canadian, Australian, New Zealand and British currencies relative to the
U.S. dollar and changes in interest rates.
LIQUIDITY AND CAPITAL RESOURCES
Management believes that the company's liquidity and capital resources are
sufficient and provide adequate financial flexibility. The company's
operations have historically generated strong positive cash flow, which,
along with the company's credit lines, accounts receivable sales programs,
common stock offerings and ability to issue public debt, have provided
adequate liquidity to meet the company's short-term and long-term cash
requirements, including requirements for acquisitions.
The company uses its $280 million accounts receivable sales programs to
efficiently manage its working capital and provide immediate liquidity. These
programs were fully utilized at March 31, 1998. In addition to the accounts
receivable sales program, the company can issue up to $150 million of
commercial paper which is supported by a $250 million revolving credit
agreement. The company had no commercial paper borrowings at March 31, 1998.
SIGNIFICANT BALANCE SHEET MOVEMENTS
Total assets have decreased by $132.3 million since December 31, 1997. This
decrease is mainly attributable to a decrease in accounts receivable of
$178.2 million due to seasonality of gas sales and a $46.1 million decrease
in prepayments and other which mainly reflects purchase gas adjustments for
differences in gas prices paid by the company and gas rates actually billed
to the customer. Partially offsetting these increases is an increase in cash
of $35.6 million which can be explained in the consolidated condensed
statements of cash flows and a $37.7 million
11
<PAGE>
increase in price risk management assets. The increase in price risk
management assets reflect the increased trading at Aquila.
Total liabilities have decreased by $152.6 million since December 31, 1997.
The decrease is mainly attributable to reductions in accounts payable of
$232.9 million and short-term debt of $48.5 million. The decrease in accounts
payable results from seasonal variations as noted above for the decrease in
accounts receivable. As investing activity has been minimal, excess cash has
been used to reduce short-term debt. These decreases have been partially
offset by increases in accrued liabilities and price risk management
liabilities. The increase in accrued liabilities of $59.5 mainly reflects an
increase in accrued income taxes, property taxes and payroll taxes that were
paid subsequent to March 31, 1998. The increase in price risk management
assets reflect the increased trading at Aquila as noted above.
The remaining increases and decreases in the components of the company's
financial position reflect normal operating activity.
RESULTS OF OPERATIONS
The results of operations for the 1997 periods have been impacted by several
items which do not have a continuing effect on the company's financial
position or results of operations. The consolidated table below summarizes
the impact of the non-recurring items on earnings before interest and taxes
(EBIT) and diluted earnings per share (EPS).
<TABLE>
<CAPTION>
Quarter Ended March 31,
----------------------------------------------------------------
DOLLARS IN MILLIONS 1998 1997
----------------------------------------------------------------
EBIT EPS EBIT EPS
----------------------------------------------------------------
<S> <C> <C> <C> <C>
AS REPORTED $104.2 $.80 $129.9 $.94
NON-RECURRING ITEMS:
Merger termination fee (a) -- -- (53.0) (.61)
Provision for asset impairments (b) -- -- 26.5 .31
Reserve for long-term gas supply
contracts and other reserves (c) -- -- 6.5 .07
Loss on extinguishment of debt (d) -- -- -- .13
----------------------------------------------------------------
NORMALIZED $104.2 $.80 $109.9 $.84
----------------------------------------------------------------
----------------------------------------------------------------
</TABLE>
a) In 1997, Western Resources Inc. and Kansas City Power & Light (KCPL)
signed a definitive agreement to merge. As a result, KCPL paid the
company a $53 million termination fee which was recorded as other income
in the first quarter of 1997.
b) In 1997, the company recorded a provision for impaired assets of $26.5
million related to certain technology and royalty assets.
c) In 1997, the company recorded a $5.0 million reserve against earnings for
unfavorable gas supply contracts in the United Kingdom.
d) In 1997, the company retired, at a premium, $69.1 million of 10.5% debt.
The transaction resulted in an extraordinary loss of $7.2 million, net of
an income tax benefit of $4.5 million.
Normalized earnings or normalized income are terms used by management to
describe the recurring earnings or income of the company. These terms are
not meant to replace net income or other measures under generally accepted
accounting principles.
12
<PAGE>
ENERGY DELIVERY
The table below summarizes the operations of UtiliCorp Energy Delivery for
the following periods:
<TABLE>
<CAPTION>
Quarter Ended
March 31,
- ----------------------------------------------------------------------
DOLLARS IN MILLIONS 1998 1997
- ----------------------------------------------------------------------
<S> <C> <C>
Sales:
Electric $128.0 $122.7
Gas 278.0 342.5
Other 59.5 75.3
Purchases from Generation (72.8) (72.7)
- ----------------------------------------------------------------------
Total net sales 392.7 467.8
- ----------------------------------------------------------------------
Cost of sales:
Electric 3.8 3.9
Gas 180.8 237.9
Other 48.7 66.9
- ----------------------------------------------------------------------
Total cost of sales 233.3 308.7
- ----------------------------------------------------------------------
Gross profit 159.4 159.1
- ----------------------------------------------------------------------
Operating expenses:
Other operating 54.9 57.0
Maintenance 6.7 6.3
Taxes, other than income taxes 13.4 14.0
Depreciation and amortization 20.8 17.4
- ----------------------------------------------------------------------
Total operating expenses 95.8 94.7
- ----------------------------------------------------------------------
Income from operations 63.6 64.4
Other income .1 1.2
- ----------------------------------------------------------------------
EBIT $63.7 $65.6
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
</TABLE>
QUARTER-TO-QUARTER
Both gas and other sales and cost of sales were down significantly due to
milder temperatures and a decrease in gas prices. The decrease in EBIT mainly
resulted from milder temperatures compared to the prior year, which reduced
EBIT by $6.6 million. Lower gas prices do not impact EBIT as fluctuations in
the cost of gas are made directly to a customer's utility bill. Partially
offsetting the mild weather was a $2.7 million increase in EBIT due to
customer growth (approximately 1.8% over 1997) and a $3.3 million increase in
margins due to improved marketing margins from off-system sales and increased
fees from expanded electric transmission wheeling activity. The increase in
depreciation and amortization is due to the additional depreciation
associated with the company's new software accounting system that was
installed in late 1997.
REGULATORY MATTER
In March 1998, the MPSC ordered the company to reduce its annual electric
rates in Missouri by $16.9 million and increase depreciation expense by $5.8
million beginning in April 1998. The impact of this order will reduce EBIT
by $16.3 million in 1998. Although the company is still reviewing the impact
of the order, it currently estimates that UED's EBIT will be reduced by $22.7
million on a full year basis.
13
<PAGE>
GENERATION
The table below summarizes the operations of Generation for the following
periods:
<TABLE>
<CAPTION>
Quarter Ended
March 31,
- -----------------------------------------------------------------------
DOLLARS IN MILLIONS 1998 1997
- -----------------------------------------------------------------------
<S> <C> <C>
Sales to affiliate and other $72.8 $72.7
Cost of sales 43.0 39.3
- -----------------------------------------------------------------------
Gross profit 29.8 33.4
- -----------------------------------------------------------------------
Operating expenses:
Other operating 12.4 11.8
Maintenance 3.3 3.6
Taxes, other than income taxes 1.9 1.8
Depreciation and amortization 4.7 3.6
- -----------------------------------------------------------------------
Total operating expenses 22.3 20.8
- -----------------------------------------------------------------------
Income from operations 7.5 12.6
Equity in earnings of investments
and partnerships 9.0 7.2
Other income -- .5
- -----------------------------------------------------------------------
EBIT 16.5 20.3
- -----------------------------------------------------------------------
EBIT by business subunit:
Regulated power $8.0 $13.6
UtilCo Group 8.5 6.7
- -----------------------------------------------------------------------
Total $16.5 $20.3
- -----------------------------------------------------------------------
- -----------------------------------------------------------------------
</TABLE>
QUARTER-TO-QUARTER
Generation's 1998 first quarter normalized EBIT was $16.5 million or 19%
below the 1997 quarter. This decrease was partially due to lower demand from
UED stemming from a milder 1998 winter which resulted in lower margins of
$2.2 million compared to 1997. This decrease was partially offset by
increased equity in earnings of investments and partnerships of $1.8 million
due to better project performance, a project's favorable insurance settlement
and reduced operating expenses resulting from efficiency improvements.
14
<PAGE>
AQUILA ENERGY
The table below summarizes the operations of Aquila Energy for the following
periods:
<TABLE>
<CAPTION>
Quarter Ended
March 31,
- -----------------------------------------------------------------------
DOLLARS IN MILLIONS 1998 1997
- -----------------------------------------------------------------------
<S> <C> <C>
Sales:
Energy marketing $2,070.0 $1,146.1
Aquila Gas Pipeline 237.2 273.2
- -----------------------------------------------------------------------
Total sales 2,307.2 1,419.3
- -----------------------------------------------------------------------
Cost of sales:
Cost of energy marketing 2,043.9 1,128.1
Aquila Gas Pipeline 214.3 238.6
- -----------------------------------------------------------------------
Total cost of sales 2,258.2 1,366.7
- -----------------------------------------------------------------------
Gross profit 49.0 52.6
- -----------------------------------------------------------------------
Operating expenses:
Operating and maintenance 25.7 24.9
Depreciation, depletion and amortization 7.4 5.9
Provision for asset impairments -- 15.5
- -----------------------------------------------------------------------
Total operating expenses 33.1 46.3
- -----------------------------------------------------------------------
Income from operations 15.9 6.3
Minority interest expense and other 2.8 2.6
- -----------------------------------------------------------------------
EBIT 13.1 3.7
Non-recurring item:
Provision for asset impairments -- 15.5
- -----------------------------------------------------------------------
Normalized EBIT $13.1 $19.2
- -----------------------------------------------------------------------
EBIT by business subunit:
Energy marketing 6.1 2.5
Aquila Gas Pipeline 7.0 16.7
- -----------------------------------------------------------------------
Total $13.1 $19.2
- -----------------------------------------------------------------------
- -----------------------------------------------------------------------
</TABLE>
QUARTER-TO-QUARTER
Gas and electricity marketing volumes at Aquila Energy Marketing increased
108% and 201%, respectively, for the first quarter of 1998 compared to 1997
due to the continued expansion of this business. The additional volumes
added $4.8 million of margin to 1998 over 1997. The retail gas marketing
businesses, which were aligned into Aquila during the second quarter of 1997,
improved margins by an additional $1.4 million compared to 1997. Improved
retail gas marketing results were due to stronger leveraging of existing
support facilities, processes and expertise.
Sales and costs of sales for Aquila Gas Pipeline (AQP) were mainly down due
to a 25% decrease in natural gas prices, a 31% decrease in natural gas
liquids (NGL) prices and a 32% decrease in NGL volumes. Because NGL margins
are very sensitive to changes in prices, gross profits decreased by $5.8
million. The lower NGL production is due to lower wellhead throughput and
leaner gas streams which reduces liquid extraction. NGL price movements are
due to many factors including the price of gas, gas processing capability and
various other economic conditions. In addition, there was a 3% decrease in
throughput from the 1997 quarter which further reduced margins by $1.5
million. It is anticipated that 1998 EBIT and earnings will lag behind 1997
results as lower production and pricing are expected to continue.
15
<PAGE>
SALE OF AQUILA GAS PIPELINE
On March 10, 1998, AQP announced that it retained Merrill Lynch & Co. to
explore various strategic alternatives, including the possible sale or
merging of AQP. The company expects that it would sell its 82% interest in
AQP as part of these potential transactions.
INTERNATIONAL
<TABLE>
<CAPTION>
Quarter Ended
March 31,
- ------------------------------------------------------------------------
DOLLARS IN MILLIONS 1998 1997
- ------------------------------------------------------------------------
<S> <C> <C>
Sales:
Electric (Canada) $23.1 $26.2
Gas marketing ( United Kingdom) 99.4 72.9
- ------------------------------------------------------------------------
Total Sales 122.5 99.1
- ------------------------------------------------------------------------
Cost of Sales:
Cost of fuel and purchased power
(Canada) 7.6 9.0
Cost of gas marketing (United Kingdom) 98.7 78.1
- ------------------------------------------------------------------------
Total cost of sales 106.3 87.1
- ------------------------------------------------------------------------
Gross Profit 16.2 12.0
- ------------------------------------------------------------------------
Operating expenses:
Other operating 8.1 5.5
Maintenance .7 2.4
Taxes, other than income taxes 3.1 2.9
Depreciation and amortization 2.8 4.1
- ------------------------------------------------------------------------
Total Expense 14.7 14.9
- ------------------------------------------------------------------------
Income (loss) from operations 1.5 (2.9)
Equity earnings in subsidiaries and
partnerships 13.9 13.7
Other income .9 .7
- ------------------------------------------------------------------------
EBIT 16.3 11.5
Non-recurring item :
UK gas contracts reserve -- 5.0
- ------------------------------------------------------------------------
Normalized EBIT $16.3 $16.5
- ------------------------------------------------------------------------
EBIT by business subunit:
Australia $9.6 9.4
New Zealand 1.4 2.3
United Kingdom (1.6) (2.4)
Canada 6.9 7.2
- ------------------------------------------------------------------------
Normalized EBIT $16.3 $16.5
- ------------------------------------------------------------------------
- ------------------------------------------------------------------------
</TABLE>
QUARTER-TO-QUARTER
International normalized gross profits decreased $.8 million in 1998 compared
to 1997 mainly due to a $1.7 million decrease in gross profit from Canada as
weather was warmer than normal. This decrease was partially offset by
improved margins from the United Kingdom (U.K.) as the company continues to
develop its natural gas transportation and load balancing products which it
introduced in 1997. Losses from two unfavorable fixed price gas supply
contracts offset part of this upside as first quarter prices softened due to
mild weather. The increase in other operating expenses primarily reflects
the write-off of certain deferred joint venture costs related to the
abandoned partnership with another New Zealand entity and the additional back
office support required for the growing transportation and load balancing
services business in the U.K.
16
<PAGE>
PARTIAL SALE OF AUSTRALIAN INVESTMENT
The company currently owns 49.9% of United Energy Limited (UEL), an
Australian electric distribution utility in the state of Victoria. UEL has
entered into an agreement to sell approximately 42% of its equity through a
public offering. Following the sale, the company's indirect ownership in UEL
will be reduced to approximately 29%. The company is expected to buy an
additional 5% of UEL from one of the current shareholders, increasing its
ownership position to approximately 34%. At closing of the offering
transaction, the company expects to record a gain of approximately $.48 per
share. The estimated gain is subject to change due to changes in exchange
rates, the interpretive impact of a franchise fee agreement, actual equity
proceeds received from the offering, and the actual operational activity at
UEL between January 1, 1998 and the closing of the offering.
ENERGYONE PARTNERSHIP
In April 1998, the company and PECO Energy Company announced they would
terminate operating activities associated with EnergyOne LLC. Should the
market establish a demand for these types of services in the future, the
company and PECO may reestablish the operating activities of the partnership.
Established a year ago, EnergyOne LLC was a 50-50 partnership designed to
provide consumers with a broader array of choice by linking the sale of
branded non-energy products and services such as long distance telephone and
home security with traditional energy offerings by electric and gas utilities.
For the quarter ended March 31, 1998, the company's investment in the
EnergyOne partnership reduced the company's EBIT by $.7 million.
INTERNALLY DEVELOPED SOFTWARE
The company is in the process of developing certain software systems to
upgrade its financial and customer information systems. The new systems will
provide the support and information needed to achieve the operational
strategies of the company as well as solve the company's primary information
technology (IT), year 2000 issues. The financial systems are anticipated to
be installed by mid-1998 and the customer information system by 1999.
Over the last two decades, the company has installed a variety of non-IT, or
non-information systems devices, which are date controlled, or have been
reported to fail to operate as a result of computations based on calendar
dates. The company's corporate-wide Year 2000 Project Team is investigating
its exposure related to all the devices whether located in its headquarters
and other administrative facilities; its transmission and distribution
operations; or within its information technology infrastructure. The
company's plan involves a methodical approach of assessing risk areas;
identifying and inventorying equipment and key relationships; performing
tests and certification on key components; and remedying and problems
isolated through this process.
17
<PAGE>
PART II
OTHER INFORMATION
ITEM 6. EXHIBITS
(a) LIST OF EXHIBITS:
10 (a)(1) Capital Accumulation Plan, effective as of January 1, 1998.
10 (a)(2) Supplemental Contributory Retirement Plan, effective as of
January 1, 1998.
27 Financial Data Schedule--For the three months ended March 31,
1998.
(b) REPORT ON FORM 8-K
A current report on Form 8-K dated March 16, 1998, with respect to item 5
was filed with the Securities and Exchange Commission by the Registrant.
18
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
UTILICORP UNITED INC.
By: /s/ Richard C. Green, Jr.
-----------------------------------
Richard C. Green, Jr.
Chairman of the Board and Chief Executive Officer
Date: May 13, 1998
By: /s/ James S. Brook
-----------------------------------
James S. Brook
Vice President, Controller and Chief Accounting Officer
Date: May 13, 1998
19
<PAGE>
EXHIBIT 10(a)(1)
UTILICORP UNITED INC.
CAPITAL ACCUMULATION PLAN
EFFECTIVE AS OF JANUARY 1, 1998
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C>
Purpose. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE 1 Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE 2 Selection, Enrollment, Eligibility . . . . . . . . . . . . . . . . . . . 6
2.1 Selection by Committee . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.2 Enrollment Requirements. . . . . . . . . . . . . . . . . . . . . . . . . 6
2.3 Eligibility; Commencement of Participation . . . . . . . . . . . . . . . 6
2.4 Termination of Participation and/or Deferrals. . . . . . . . . . . . . . 7
ARTICLE 3 Deferral Commitments/Crediting/Taxes . . . . . . . . . . . . . . . . . . 7
3.1 Deferrals. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
3.2 Election to Defer; Effect of Election Form . . . . . . . . . . . . . . . 7
3.3 Withholding of Annual Deferral Amounts . . . . . . . . . . . . . . . . . 8
3.4 Investment of Trust Assets . . . . . . . . . . . . . . . . . . . . . . . 8
3.5 Vesting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
3.6 Crediting/Debiting of Account Balances . . . . . . . . . . . . . . . . . 8
3.7 FICA and Other Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . 10
3.8 Distributions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
ARTICLE 4 Short-Term Payout; Unforeseeable Financial Emergencies;
Withdrawal Election. . . . . . . . . . . . . . . . . . . . . . . . . . . 11
4.1 Short-Term Payout. . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
4.2 Election to Defer Short-Term Payout. . . . . . . . . . . . . . . . . . . 11
4.3 Other Benefits Take Precedence Over Short-Term . . . . . . . . . . . . . 12
4.4 Withdrawal Payout/Suspensions for Unforeseeable Financial Emergencies. . 12
4.5 Withdrawal Election. . . . . . . . . . . . . . . . . . . . . . . . . . . 12
ARTICLE 5 Retirement Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
5.1 Retirement Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
5.2 Payment of Retirement Benefit. . . . . . . . . . . . . . . . . . . . . . 13
5.3 Death Prior to Completion of Retirement Benefit. . . . . . . . . . . . . 13
5.4 Quarterly Installment Method for Moody's Account Balance . . . . . . . . 14
ARTICLE 6 Pre-Retirement Survivor Benefit. . . . . . . . . . . . . . . . . . . . . 14
6.1 Pre-Retirement Survivor Benefit. . . . . . . . . . . . . . . . . . . . . 14
6.2 Payment of Pre-Retirement Survivor Benefit . . . . . . . . . . . . . . . 14
i
<PAGE>
6.3 Quarterly Installment Method for Moody's Account Balance . . . . . . . . 15
ARTICLE 7 Termination Benefit. . . . . . . . . . . . . . . . . . . . . . . . . . . 15
7.1 Termination Benefit. . . . . . . . . . . . . . . . . . . . . . . . . . . 15
7.2 Payment of Termination Benefit . . . . . . . . . . . . . . . . . . . . . 15
ARTICLE 8 Disability Waiver and Benefit. . . . . . . . . . . . . . . . . . . . . . 16
8.1 Disability Waiver. . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
8.2 Continued Eligibility; Disability Benefit. . . . . . . . . . . . . . . . 16
ARTICLE 9 Beneficiary Designation. . . . . . . . . . . . . . . . . . . . . . . . . 17
9.1 Beneficiary. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
9.2 Beneficiary Designation; Change. . . . . . . . . . . . . . . . . . . . . 17
9.3 Acknowledgment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
9.4 No Beneficiary Designation . . . . . . . . . . . . . . . . . . . . . . . 17
9.5 Doubt as to Beneficiary. . . . . . . . . . . . . . . . . . . . . . . . . 17
9.6 Discharge of Obligations . . . . . . . . . . . . . . . . . . . . . . . . 17
ARTICLE 10 Leave of Absence . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
10.1 Paid Leave of Absence. . . . . . . . . . . . . . . . . . . . . . . . . . 18
10.2 Unpaid Leave of Absence. . . . . . . . . . . . . . . . . . . . . . . . . 18
ARTICLE 11 Termination, Amendment or Modification . . . . . . . . . . . . . . . . . 18
11.1 Termination. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
11.2 Amendment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
11.3 Plan Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
11.4 Effect of Payment. . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
11.5 Interest Rate in the Event of a Change in Control. . . . . . . . . . . . 19
ARTICLE 12 Administration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
12.1 Committee Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
12.2 Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
12.3 Binding Effect of Decisions. . . . . . . . . . . . . . . . . . . . . . . 20
12.4 Indemnity of Committee . . . . . . . . . . . . . . . . . . . . . . . . . 20
12.5 Employer Information . . . . . . . . . . . . . . . . . . . . . . . . . . 20
ARTICLE 13 Other Benefits and Agreements. . . . . . . . . . . . . . . . . . . . . . 21
13.1 Coordination with Other Benefits . . . . . . . . . . . . . . . . . . . . 21
ii
<PAGE>
ARTICLE 14 Claims Procedures. . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
14.1 Presentation of Claim. . . . . . . . . . . . . . . . . . . . . . . . . . 21
14.2 Notification of Decision . . . . . . . . . . . . . . . . . . . . . . . . 21
14.3 Review of a Denied Claim . . . . . . . . . . . . . . . . . . . . . . . . 22
14.4 Decision on Review . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
14.5 Legal Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
ARTICLE 15 Trust. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
15.1 Establishment of the Trust . . . . . . . . . . . . . . . . . . . . . . . 23
15.2 Interrelationship of the Plan and the Trust. . . . . . . . . . . . . . . 23
15.3 Distributions From the Trust . . . . . . . . . . . . . . . . . . . . . . 23
ARTICLE 16 Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
16.1 Status of Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
16.2 Unsecured General Creditor . . . . . . . . . . . . . . . . . . . . . . . 23
16.3 Employer's Liability . . . . . . . . . . . . . . . . . . . . . . . . . . 24
16.4 Nonassignability . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
16.5 Not a Contract of Employment . . . . . . . . . . . . . . . . . . . . . . 24
16.6 Furnishing Information . . . . . . . . . . . . . . . . . . . . . . . . . 24
16.7 Terms. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
16.8 Captions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
16.9 Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
16.10 Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
16.11 Successors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
16.12 Spouse's Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
16.13 Validity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
16.14 Incompetent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
16.15 Court Order. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
16.16 Distribution in the Event of Taxation. . . . . . . . . . . . . . . . . . 26
16.17 Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
16.18 Legal Fees To Enforce Rights After Change in Control . . . . . . . . . . 26
</TABLE>
iii
<PAGE>
UTILICORP UNITED INC.
Capital Accumulation Plan
MASTER PLAN DOCUMENT
===============================================================================
UTILICORP UNITED INC.
CAPITAL ACCUMULATION PLAN
EFFECTIVE AS OF JANUARY 1, 1998
PURPOSE
The purpose of this Plan is to provide specified benefits to (i) 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, and (ii) Directors of UtiliCorp United Inc.
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 Deferral 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 Bonus" shall mean, with respect to each Participant who is an
Employee, any cash compensation payable to such Participant during a
Plan Year in excess of Base Annual Salary under any Employer's bonus,
long-term or annual cash incentive plans, excluding stock options.
1.3 "Annual Deferral Amount" shall mean that portion of a Participant's
Base Annual Salary and Annual Bonus, if any, 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 Pay" shall mean the (i) with respect to any Participant
who is a Director, any annual retainer, meeting fees, and committee
fees payable in cash to the Director for serving on the Board or any
committee thereof, but does not include reimbursable expenses or any
bonuses or incentive awards, and (ii) with respect to any Participant
who is an Employee, 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). Base Annual Pay shall be calculated
before reduction for compensation voluntarily deferred or
<PAGE>
UTILICORP UNITED INC.
Capital Accumulation Plan
MASTER PLAN DOCUMENT
===============================================================================
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.
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 "Bonus Rate" shall mean, for that portion of a Participant's Account
Balance allocated to the Moody's Bond Index Measurement Fund, for
each Plan Year, a crediting or debiting rate, stated as an annual
rate, equal to 30% of the performance of the Moody's Bond Index
Measurement Fund itself, in accordance with Section 3.6.
1.9 "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 related 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.
2
<PAGE>
UTILICORP UNITED INC.
Capital Accumulation Plan
MASTER PLAN DOCUMENT
===============================================================================
1.10 "Claimant" shall have the meaning set forth in Section 14.1.
1.11 "Code" shall mean the Internal Revenue Code of 1986, as it may be
amended from time to time.
1.12 "Committee" shall mean the committee described in Article 12.
1.13 "Company" shall mean UtiliCorp United Inc., a Delaware corporation,
and any successor to all or substantially all of the Company's assets
or business.
1.14 "Crediting Rate" shall mean, for amounts deemed invested in each
Measurement Fund for each Plan Year, a crediting or debiting rate,
equal to the performance of such Measurement Fund, in accordance with
Section 3.6.
1.15 "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 3.6 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.
1.16 "Deferral Account" shall mean with respect to each Participant, (i)
the amount credited to the Participant's "deferred benefit account" 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 Participant's Annual Deferral Amounts deferred under this
restatement, plus (iii) amounts credited or debited in accordance with
all the applicable crediting/debiting 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.
1.17 "Director" means a member of the Board who is neither an officer nor
an Employee of any Employer.
1.18 "Disability" shall mean a period of disability during which a
Participant qualifies for permanent disability benefits under the
3
<PAGE>
UTILICORP UNITED INC.
Capital Accumulation Plan
MASTER PLAN DOCUMENT
===============================================================================
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.
1.19 "Disability Benefit" shall mean the benefit set forth in Article 8.
1.20 "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.
1.21 "Employee" shall mean a person who is an employee of any Employer.
1.22 "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.
1.23 "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as it may be amended from time to time.
1.24 "Moody's Account Balance" shall mean, after the commencement of the
Quarterly Installment Method, the portion of the Account Balance
allocated to the Moody's Bond Index Measurement Fund.
1.25 "Non-Moody's Account Balance" shall mean, after the commencement of
the Quarterly Installment Method, the portion of the Account Balance
allocated to any Measurement Fund other than the Moody's Bond Index
Measurement Fund.
1.26 "Participant" shall mean any Employee or Director (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.
1.27 "Plan" shall mean the Company's Capital Accumulation Plan, which shall
be evidenced by this instrument and by each Plan Agreement, as they
may be amended from time to time.
1.28 "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
4
<PAGE>
UTILICORP UNITED INC.
Capital Accumulation Plan
MASTER PLAN DOCUMENT
===============================================================================
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.
1.29 "Plan Year" shall mean a period beginning on January 1 of each
calendar year and continuing through December 31 of such calendar
year.
1.30 "Preferred Rate" shall mean, for amounts (i) allocated to the Moody's
Bond Index Measurement Fund and (ii) never reallocated to any other
Measurement Fund in accordance with Section 3.6, a crediting or
debiting rate for each Plan Year that is the sum of the Crediting Rate
and the Bonus Rate for that Plan Year.
1.31 "Pre-Retirement Survivor Benefit" shall mean the benefit set forth
in Article 6.
1.32 "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 Moody's Account Balance and the Non-Moody's 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 with respect to
the Moody's Account Balance shall be determined as set forth in
Section 5.4 or 6.3, as the case may be. The amount of the quarterly
installments of the Non-Moody's Account Balance shall be redetermined
effective as of January 1 of each year by dividing the Participant's
remaining Non-Moody's 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.
1.33 "Retirement", "Retire(s)" or "Retired" shall mean (i) with respect to
any Participant who is an Employee, severance from employment from all
Employers for any reason other than a leave of absence, death or
Disability on or after the attainment of age fifty-five (55); and (ii)
with respect to any Participant who is a Director, the date on which
such Participant ceases to be a director of the Board for any reason
other than death.
1.34 "Retirement Benefit" shall mean the benefit set forth in Article 5.
1.35 "Short-Term Payout" shall mean the payout set forth in Section 4.1.
1.36 "Termination Benefit" shall mean the benefit set forth in Article 7.
1.37 "Termination of Employment" shall mean the severing of employment with
all Employers, voluntarily or involuntarily, for any reason other than
Retirement, Disability, death or an authorized leave of absence.
Despite the foregoing, a Director who ceases to be a director of the
Board for any reason other than death shall be deemed to have Retired.
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1.38 "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.
1.39 "Unforeseeable Financial Emergency" shall mean an unanticipated
emergency that is caused by an event beyond the control of the
Participant that would result in severe financial hardship to the
Participant resulting from (i) a sudden and unexpected illness or
accident of the Participant or a dependent of the Participant, (ii) a
loss of the Participant's property due to casualty, or (iii) such
other extraordinary and unforeseeable circumstances arising as a
result of events beyond the control of the Participant, all as
determined in the sole discretion of the Committee.
ARTICLE 2
SELECTION, ENROLLMENT, ELIGIBILITY
2.1 SELECTION BY COMMITTEE. Participation in the Plan shall be limited to
(i) a select group of management and highly compensated Employees of
the Employers, as determined by the Committee in its sole discretion
and (ii) Directors of the Company. From that group, the Committee
shall select, in its sole discretion, Employees and Directors to
participate in the Plan.
2.2 ENROLLMENT REQUIREMENTS. As a condition to participation, each
selected Employee or Director 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 or
Director 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 or Director shall commence
participation in the Plan on the first day of the month following
the month in which he completes all enrollment requirements. If an
Employee or Director fails to meet all such requirements within the
period required, in accordance with Section 2.2, he 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.
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ARTICLE 3
DEFERRAL COMMITMENTS/CREDITING/TAXES
3.1 DEFERRALS.
(a) BASE ANNUAL PAY AND ANNUAL BONUS. For each Plan Year, a
Participant may elect to defer, as his or her Annual Deferral Amount,
between 0% and 100% (in 1% increments) of his or her Base Annual Pay
and Annual Bonus, in the following minimum dollar amounts for each
deferral elected:
DEFERRAL MINIMUM AMOUNT
Base Annual Pay $5,000
Annual Bonus $5,000
If an election is made for less than stated minimum amounts, or if no
election is made, the amount deferred shall be zero.
(b) SHORT PLAN YEAR. Notwithstanding the foregoing, if a Participant
first becomes a Participant after the first day of a Plan Year, or in
the case of the first Plan Year of the Plan itself, (i) the minimum
Base Annual Pay deferral shall be an amount equal to the minimum set
forth above, multiplied by a fraction, the numerator of which is the
number of complete months remaining in the Plan Year and the
denominator of which is 12; and (ii) the maximum Annual Deferral
Amount, with respect to Base Annual Pay and Annual Bonus shall be
limited to the amount of compensation not yet earned by the
Participant as of the date the Participant submits a Plan Agreement
and Election Form to the Committee for acceptance.
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
Base Annual Pay portion of the Annual Deferral Amount shall be
withheld from each regularly scheduled payment date in
approximately equal amounts, as adjusted from time to time for
increases and decreases in Base Annual Pay. The Annual Bonus
portion of the Annual Deferral Amount shall be
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withheld at the time the Annual Bonus is or otherwise would be paid
to the Participant.
3.4 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.
3.5 VESTING. A Participant shall at all times be 100% vested in his or
her Deferral Account.
3.6 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. Except as provided in Section
3.6(f) 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 3.6(c) below) to be used to determine the
additional amounts to be credited to his or her 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. Except
as provided in Section 3.6(f) below, 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 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
Account Balance, or to change the portion of his or her 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 3.6(a) above, the Participant shall specify on the Election
Form, in increments of one percentage point (1%), the percentage of
his or her 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 Account Balance).
(c) MEASUREMENT FUNDS. Except as provided in Section 3.6(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:
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(1) Moody's Bond Index Measurement Fund. Amounts deemed
invested in the Moody's Bond Index Measurement Fund shall be
credited with interest at no less than 100% of the Moody's
Crediting Rate. The Moody's Crediting Rate for a Plan Year shall
be a fixed rate, stated as an annual rate, determined and
announced by the Committee before the Plan Year for which it is
to be used that (i) is published in Moody's Bond Record under the
heading of "Moody's Corporate Bond Yield Averages -- Av. Corp."
and (ii) is equal to the average corporate bond yield calculated
for the month of December that immediately precedes the Plan Year
for which the rate is to be used;
(2) 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);
(3) 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);
(4) 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);
(5) 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
(6) 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, 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
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) 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 day of the
calendar quarter in which such amounts are actually deferred from the
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Capital Accumulation Plan
MASTER PLAN DOCUMENT
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Participant's Base Annual Pay through reductions in his or her
payroll, at the closing price on such date; and (iii) 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.
(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) SPECIAL RULE FOR MOODY'S BOND INDEX MEASUREMENT FUND.
Notwithstanding the foregoing or any other provision to the contrary
in this Plan, (i) the Participant may only elect to change the portion
of his or her Account Balance allocated to the Moody's Bond Index
Measurement Fund effective as of January 1 of each Plan Year and (ii)
the Participant may not elect to change the portion of his or her
Account Balance allocated to the Moody's Bond Index Measurement Fund
once Quarterly Installment Method payments commence.
3.7 FICA AND OTHER TAXES. For each Plan Year in which an Annual
Deferral Amount is being withheld from a Participant, the
Participant's Employer(s), to the extent required by applicable law
shall withhold from that portion of the Participant's Base Annual
Pay and Bonus 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. If necessary, the
Committee may reduce the Annual Deferral Amount in order to comply
with this Section 3.7.
3.8 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.
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Capital Accumulation Plan
MASTER PLAN DOCUMENT
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ARTICLE 4
SHORT-TERM PAYOUT; UNFORESEEABLE FINANCIAL EMERGENCIES;
WITHDRAWAL ELECTION
4.1 SHORT-TERM PAYOUT. In connection with each election to defer an Annual
Deferral Amount, a Participant may irrevocably elect to receive a
future "Short-Term Payout" from the Plan with respect to such Annual
Deferral Amount. Subject to the Deduction Limitation, the Short-Term
Payout shall be a lump sum payment in an amount that is equal to the
Annual Deferral Amount plus amounts credited or debited in the manner
provided in Section 3.6 above on that amount, determined at the time
that the Short-Term Payout becomes payable (rather than the date of a
Termination of Employment). Subject to the Deduction Limitation and
the other terms and conditions of this Plan, each Short-Term Payout
elected shall be paid out 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 five Plan Years after
the Plan Year in which the Annual Deferral Amount is actually
deferred. By way of example, if a five year Short-Term Payout is
elected for Annual Deferral Amounts that are deferred in the Plan Year
commencing January 1, 1998, the five year Short-Term Payout would
become payable as soon as reasonably practicable on or after
January 1, 2004. For purposes of calculating the Short-Term Payout,
the rate of interest for crediting amounts (i) allocated to the
Moody's Bond Index Measurement Fund and (ii) never reallocated to any
other Measurement Fund shall be the Preferred Rate, which rate shall
be treated as the nominal rate for crediting interest. Otherwise, the
rate of interest for crediting amounts allocated to the Moody's Bond
Index Measurement Fund shall be the Crediting Rate of such Fund (and
not the Preferred Rate).
4.2 ELECTION TO DEFER SHORT-TERM PAYOUT. At any time after Short-Term
Payout is elected and not less than one (1) year before the first
possible date of the Short-Term Payout, the Participant may
irrevocably elect to have the Short-Term Payout paid 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 five Plan Years after the first possible date of the Short-Term
Payout.
4.3 OTHER BENEFITS TAKE PRECEDENCE OVER SHORT-TERM. Should an event occur
that triggers a benefit under Article 5, 6, 7 or 8, any Annual
Deferral Amount, plus amounts credited or debited thereon, that is
subject to a Short-Term Payout election under Section 4.1 shall not be
paid in accordance with Section 4.1 but shall be paid in accordance
with the other applicable Article.
4.4 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
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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 4.3 shall
not be subject to the Deduction Limitation. For purposes of
calculating a payout under this Section 4.4, the rate of interest
shall be the Crediting Rate, which rate shall be treated as the
nominal rate for crediting interest.
4.5 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. For purposes of calculating a
Withdrawal Amount under this Section 4.5, the rate of interest shall
be the Crediting Rate, which rate shall be treated as the nominal rate
for crediting interest.
ARTICLE 5
RETIREMENT BENEFIT
5.1 RETIREMENT BENEFIT. Subject to the Deduction Limitation, a
Participant who Retires shall receive, as a Retirement Benefit, his or
her Account Balance. For purposes of calculating the Retirement
Benefit, the rate of interest for crediting amounts (i) allocated to
the Moody's Bond Index Measurement Fund and (ii) never reallocated to
any other Measurement Fund shall be the Preferred Rate, which rate
shall be treated as the nominal rate for crediting interest.
Otherwise, the rate of interest for crediting amounts allocated to the
Moody's Bond Index Measurement Fund shall be the Crediting Rate of
such Fund (and not the Preferred Rate).
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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.
5.4 QUARTERLY INSTALLMENT METHOD FOR MOODY'S ACCOUNT BALANCE.
Notwithstanding any other provision of this Plan, if the Participant
has elected the Quarterly Installment Method as set forth in Section
5.2, amounts in the Moody's Account Balance may not be reallocated
into or out of the Moody's Bond Index Measurement Fund once such
Quarterly Installment Method payments commence. Payments of the
Moody's Account Balance shall be determined by amortizing the
Participant's specified benefit over the number of months selected,
using the interest rate specified below and treating the first
installment payment of the Moody's Account Balance as all principal
and each subsequent installment payment of the Moody's Account
Balance, first as interest accrued for the applicable installment
period on the unpaid Moody's Account Balance and second as a reduction
in the unpaid Moody's Account Balance. The interest rate to be used
to calculate the installment payment amount with respect to the
Moody's Account Balance shall be a fixed interest rate (compounded
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MASTER PLAN DOCUMENT
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quarterly) that is determined by averaging the Preferred Rate for the
Plan Year in which the installment payments commence and the three (3)
preceding Plan Years. If a Participant has completed fewer than four
(4) Years of Plan Participation, this average shall be determined
using the Preferred Rates for the Plan Years during which the
Participant participated in the Plan.
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.
For purposes of calculating the Pre-Retirement Survivor Benefit,
the rate of interest for crediting amounts (i) allocated to the
Moody's Bond Index Measurement Fund and (ii) never reallocated to
any other Measurement Fund shall be the Preferred Rate, which rate
shall be treated as the nominal rate for crediting interest.
Otherwise, the rate of interest for crediting amounts allocated to
the Moody's Bond Index Measurement Fund shall be the Crediting Rate
of such Fund (and not the Preferred Rate).
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 of 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 proof that is satisfactory to the Committee of the
Participant's death. Any payment made shall be subject to the
Deduction Limitation.
6.3 QUARTERLY INSTALLMENT METHOD FOR MOODY'S ACCOUNT BALANCE.
Notwithstanding any other provision of this Plan, if the Participant
or the Committee has elected the Quarterly Installment Method as set
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MASTER PLAN DOCUMENT
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forth in Section 6.2, amounts in the Moody's Account Balance may not
be reallocated into or out of the Moody's Bond Index Measurement Fund
once such Quarterly Installment Method payments commence. Payments of
the Moody's Account Balance shall be determined by amortizing the
Participant's specified benefit over the number of months selected,
using the interest rate specified below and treating the first
installment payment of the Moody's Account Balance as all principal
and each subsequent installment payment of the Moody's Account
Balance, first as interest accrued for the applicable installment
period on the unpaid Moody's Account Balance and second as a reduction
in the unpaid Moody's Account Balance. The interest rate to be used
to calculate the installment payment amount with respect to the
Moody's Account Balance shall be a fixed interest rate that is
determined by averaging the Preferred Rate for the Plan Year in which
the installment payments commence and the three (3) preceding Plan
Years. If a Participant has completed fewer than four (4) Years of
Plan Participation, this average shall be determined using the
Preferred Rates for the Plan Years during which the Participant
participated in the Plan.
ARTICLE 7
TERMINATION BENEFIT
7.1 TERMINATION BENEFIT. Subject to the Deduction Limitation, the
Participant who experiences a Termination of Employment shall
receive a Termination Benefit, which shall be equal to the
Participant's Account Balance, with earnings credited in the manner
provided in Section 3.6 above. For purposes of calculating the
Termination Benefit, the rate of interest for crediting shall be
the Crediting Rate, except as otherwise provided in this Plan,
which rate shall be treated as the nominal rate for crediting
interest.
7.2 PAYMENT OF TERMINATION BENEFIT. The Termination Benefit shall be
paid in a lump sum. The lump sum payment shall be made 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 Pay and Annual Bonus for the Plan Year during which the
Participant first suffers a Disability. During the period of
Disability, the Participant shall not be allowed to
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UTILICORP UNITED INC.
Capital Accumulation Plan
MASTER PLAN DOCUMENT
===============================================================================
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 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.
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UTILICORP UNITED INC.
Capital Accumulation 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.
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Capital Accumulation Plan
MASTER PLAN DOCUMENT
===============================================================================
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.
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
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UTILICORP UNITED INC.
Capital Accumulation Plan
MASTER PLAN DOCUMENT
===============================================================================
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.
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.
11.5 INTEREST RATE IN THE EVENT OF A CHANGE IN CONTROL. If a Change in
Control occurs, the applicable interest rate to be used in determining
a Participant's benefit in connection with a Termination of Employment
after the Change in Control, or a Plan termination, amendment or
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UTILICORP UNITED INC.
Capital Accumulation Plan
MASTER PLAN DOCUMENT
===============================================================================
modification under Sections 11.1 and 11.2, shall be, solely for
amounts (i) allocated to the Moody's Bond Index Measurement Fund and
(ii) never reallocated to any other Measurement Fund, the Preferred
Rate. However, the Crediting Rate for the applicable Plan Year, and
not the Preferred Rate, shall continue to be used as the discount rate
for determining present value.
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.
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UTILICORP UNITED INC.
Capital Accumulation Plan
MASTER PLAN DOCUMENT
===============================================================================
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
14.1 PRESENTATION OF CLAIM. Any Participant or Beneficiary of a deceased
Participant (such Participant or Beneficiary being referred to below
as a "Claimant") may deliver to the Committee a written claim for a
determination with respect to the amounts distributable to such
Claimant from the Plan. If such a claim relates to the contents of a
notice received by the Claimant, the claim must be made within 60 days
after such notice was received by the Claimant. All other claims must
be made within 180 days of the date on which the event that caused the
claim to arise occurred. The claim must state with particularity the
determination desired by the Claimant.
14.2 NOTIFICATION OF DECISION. The Committee shall consider a Claimant's
claim within 90 days (unless special circumstances require additional
time) and shall notify the Claimant in writing:
(a) that the Claimant's requested determination has been made,
and that the claim has been allowed in full; or
(b) that the Committee has reached a conclusion contrary, in
whole or in part, to the Claimant's requested determination, and
such notice must set forth in a manner calculated to be
understood by the Claimant:
(i) the specific reason(s) for the denial of the claim,
or any part of it;
(ii) specific reference(s) to pertinent provisions of the
Plan upon which such denial was based;
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UTILICORP UNITED INC.
Capital Accumulation Plan
MASTER PLAN DOCUMENT
===============================================================================
(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
the decision was based; and
(c) such other matters as the Committee deems relevant.
14.5 LEGAL ACTION. A Claimant's compliance with the foregoing provisions
of this Article 14 is a mandatory prerequisite to a Claimant's right
to commence any legal action with respect to any claim for benefits
under this Plan.
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UTILICORP UNITED INC.
Capital Accumulation Plan
MASTER PLAN DOCUMENT
===============================================================================
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
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.
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UTILICORP UNITED INC.
Capital Accumulation Plan
MASTER PLAN DOCUMENT
===============================================================================
16.3 EMPLOYER'S LIABILITY. An Employer's liability for the payment of
benefits shall be defined only by the Plan and the Plan Agreement, as
entered into between the Employer and a Participant. An Employer
shall have no obligation to a Participant under the Plan except as
expressly provided in the Plan and his or her Plan Agreement.
16.4 NONASSIGNABILITY. Neither a Participant nor any other person shall
have any right to commute, sell, assign, transfer, pledge, anticipate,
mortgage or otherwise encumber, transfer, hypothecate, alienate or
convey in advance of actual receipt, the amounts, if any, payable
hereunder, or any part thereof, which are, and all rights to which are
expressly declared to be, unassignable and non-transferable. No part
of the amounts payable shall, prior to actual payment, be subject to
seizure, attachment, garnishment or sequestration for the payment of
any debts, judgments, alimony or separate maintenance owed by a
Participant or any other person, be transferable by operation of law
in the event of a Participant's or any other person's bankruptcy or
insolvency or be transferable to a spouse as a result of a property
settlement or otherwise.
16.5 NOT A CONTRACT OF EMPLOYMENT. The terms and conditions of this Plan
shall not be deemed to constitute a contract of employment between any
Employer and the Participant. Such employment is hereby acknowledged
to be an "at will" employment relationship that can be terminated at
any time for any reason, or no reason, with or without cause, and with
or without notice, unless expressly provided in a written employment
agreement. Nothing in this Plan shall be deemed to give a Participant
the right to be retained in the service of any Employer as an
Employee, or to interfere with the right of any Employer to discipline
or discharge the Participant at any time.
16.6 FURNISHING INFORMATION. A Participant or his or her Beneficiary will
cooperate with the Committee by furnishing any and all information
requested by the Committee and take such other actions as may be
requested in order to facilitate the administration of the Plan and
the payments of benefits hereunder, including but not limited to
taking such physical examinations as the Committee may deem necessary.
16.7 TERMS. Whenever any words are used herein in the masculine, they
shall be construed as though they were in the feminine in all cases
where they would so apply; and whenever any words are 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.
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UTILICORP UNITED INC.
Capital Accumulation Plan
MASTER PLAN DOCUMENT
===============================================================================
16.8 CAPTIONS. The captions of the articles, sections and paragraphs of
this Plan are for convenience only and shall not control or affect the
meaning or construction of any of its provisions.
16.9 GOVERNING LAW. Subject to ERISA, the provisions of this Plan shall be
construed and interpreted according to the internal laws of the State
of Missouri without regard to its conflicts of laws principles.
16.10 NOTICE. Any notice or filing required or permitted to be given to
the Committee under this Plan shall be sufficient if in writing and
hand-delivered, or sent by registered or certified mail, to the
address below:
Mr. Phil Beyer
Director of Benefits
UtiliCorp United Inc.
20 West Ninth Street
Kansas City, MO 64105-1711
Such notice shall be deemed given as of the date of delivery or, if
delivery is made by mail, as of the date shown on the postmark on the
receipt for registration or certification.
Any notice or filing required or permitted to be given to a
Participant under this Plan shall be sufficient if in writing and
hand-delivered, or sent by mail, to the last known address of the
Participant.
16.11 SUCCESSORS. The provisions of this Plan shall bind and inure to the
benefit of the Participant's Employer and its successors and assigns
and the Participant and the Participant's designated Beneficiaries.
16.12 SPOUSE'S INTEREST. The interest in the benefits hereunder of a spouse
of a Participant who has predeceased the Participant shall
automatically pass to the Participant and shall not be transferable by
such spouse in any manner, including but not limited to such spouse's
will, nor shall such interest pass under the laws of intestate
succession.
16.13 VALIDITY. In case any provision of this Plan shall be illegal or
invalid for any reason, said illegality or invalidity shall not affect
the remaining parts hereof, but this Plan shall be construed and
enforced as if such illegal or invalid provision had never been
inserted herein.
16.14 INCOMPETENT. If the Committee determines in its 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
25
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UTILICORP UNITED INC.
Capital Accumulation Plan
MASTER PLAN DOCUMENT
===============================================================================
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 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
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UTILICORP UNITED INC.
Capital Accumulation Plan
MASTER PLAN DOCUMENT
===============================================================================
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
27
<PAGE>
EXHIBIT 10(a)(2)
UTILICORP UNITED INC.
SUPPLEMENTAL CONTRIBUTORY RETIREMENT PLAN
EFFECTIVE AS OF JANUARY 1, 1998
<PAGE>
UTILICORP UNITED INC.
Supplemental Contributory Retirement Plan
MASTER PLAN DOCUMENT
===============================================================================
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Purpose. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
ARTICLE 1 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. . . . . . . . . . .8
3.1 Annual Deferral Amounts. . . . . . . . . . . . . . . . . . . . . . . .8
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. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
3.7 Crediting/Debiting of Account Balances.. . . . . . . . . . . . . . . 10
3.8 FICA and Other Taxes . . . . . . . . . . . . . . . . . . . . . . . . 12
3.9 Distributions. . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
ARTICLE 4 Unforeseeable Financial Emergencies; Withdrawal Election . . . . . . . . 12
4.1 Withdrawal Payout/Suspensions for Unforeseeable Financial
Emergencies . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
4.2 Withdrawal Election. . . . . . . . . . . . . . . . . . . . . . . . . 13
ARTICLE 5 Retirement Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
5.1 Retirement Benefit . . . . . . . . . . . . . . . . . . . . . . . . . 13
5.2 Payment of Retirement Benefit. . . . . . . . . . . . . . . . . . . . 13
5.3 Death Prior to Completion of Retirement Benefit. . . . . . . . . . . 13
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. . . . . . . . . . . . . . . . . . . . . . . . . . . 14
7.1 Termination Benefit. . . . . . . . . . . . . . . . . . . . . . . . . 14
</TABLE>
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UTILICORP UNITED INC.
Supplemental Contributory Retirement Plan
MASTER PLAN DOCUMENT
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TABLE OF CONTENTS
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7.2 Payment of Termination Benefit . . . . . . . . . . . . . . . . . . . 14
ARTICLE 8 Disability Waiver and Benefit. . . . . . . . . . . . . . . . . . . . . . 15
8.1 Disability Waiver. . . . . . . . . . . . . . . . . . . . . . . . . . 15
8.2 Continued Eligibility; Disability Benefit. . . . . . . . . . . . . . 15
ARTICLE 9 Beneficiary Designation. . . . . . . . . . . . . . . . . . . . . . . . . 15
9.1 Beneficiary. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
9.2 Beneficiary Designation; Change. . . . . . . . . . . . . . . . . . . 15
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. . . . . . . . . . . . . . . . . 16
11.1 Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
11.2 Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
11.3 Plan Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . 17
11.4 Effect of Payment . . . . . . . . . . . . . . . . . . . . . . . . . 17
ARTICLE 12 Administration. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
12.1 Committee Duties. . . . . . . . . . . . . . . . . . . . . . . . . . 17
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 . . . . . . . . . . . . . . . . . . . . . . . 18
14.2 Notification of Decision. . . . . . . . . . . . . . . . . . . . . . 18
14.3 Review of a Denied Claim. . . . . . . . . . . . . . . . . . . . . . 19
</TABLE>
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MASTER PLAN DOCUMENT
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TABLE OF CONTENTS
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14.4 Decision on Review. . . . . . . . . . . . . . . . . . . . . . . . . 19
14.5 Legal Action. . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
ARTICLE 15 Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
15.1 Establishment of the Trust. . . . . . . . . . . . . . . . . . . . . 19
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. . . . . . . . . . . . . . . . . . . . 20
16.6 Furnishing Information. . . . . . . . . . . . . . . . . . . . . . . 20
16.7 Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
16.8 Captions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
16.9 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
16.10 Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
16.11 Successors . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
16.12 Spouse's Interest. . . . . . . . . . . . . . . . . . . . . . . . . 21
16.13 Validity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
16.14 Incompetent. . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
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 . . . . . . . 22
</TABLE>
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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.
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UTILICORP UNITED INC.
Supplemental Contributory Retirement Plan
MASTER PLAN DOCUMENT
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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.
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UTILICORP UNITED INC.
Supplemental Contributory Retirement Plan
MASTER PLAN DOCUMENT
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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.
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.
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UTILICORP UNITED INC.
Supplemental Contributory Retirement Plan
MASTER PLAN DOCUMENT
===============================================================================
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.
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.
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UTILICORP UNITED INC.
Supplemental Contributory Retirement Plan
MASTER PLAN DOCUMENT
===============================================================================
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
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
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UTILICORP UNITED INC.
Supplemental Contributory Retirement Plan
MASTER PLAN DOCUMENT
===============================================================================
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.
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
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UTILICORP UNITED INC.
Supplemental Contributory Retirement Plan
MASTER PLAN DOCUMENT
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Years of Service at the time the Participant experiences a
Termination of Employment, in accordance with the following
schedule:
<TABLE>
<CAPTION>
YEARS OF SERVICE AT DATE OF VESTED PERCENTAGE OF
TERMINATION OF EMPLOYMENT COMPANY MATCHING ACCOUNT
--------------------------- ------------------------
<S> <C>
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%
</TABLE>
(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 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.
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Supplemental Contributory Retirement Plan
MASTER PLAN DOCUMENT
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(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, 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
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MASTER PLAN DOCUMENT
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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 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
UNFORESEEABLE 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
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Supplemental Contributory Retirement Plan
MASTER PLAN DOCUMENT
===============================================================================
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
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
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Supplemental Contributory Retirement Plan
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===============================================================================
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 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.
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Supplemental Contributory Retirement Plan
MASTER PLAN DOCUMENT
===============================================================================
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.
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.
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MASTER PLAN DOCUMENT
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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.
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,
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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.
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
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MASTER PLAN DOCUMENT
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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
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
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UTILICORP UNITED INC.
Supplemental Contributory Retirement Plan
MASTER PLAN DOCUMENT
===============================================================================
(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.
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.
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UTILICORP UNITED INC.
Supplemental Contributory Retirement Plan
MASTER PLAN DOCUMENT
===============================================================================
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, 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
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UTILICORP UNITED INC.
Supplemental Contributory Retirement Plan
MASTER PLAN DOCUMENT
===============================================================================
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.
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.
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UTILICORP UNITED INC.
Supplemental Contributory Retirement Plan
MASTER PLAN DOCUMENT
===============================================================================
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 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.
-22-
<PAGE>
UTILICORP UNITED INC.
Supplemental Contributory Retirement Plan
MASTER PLAN DOCUMENT
===============================================================================
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-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED CONDENSED FINANCIAL STATEMENTS FOR THE QUARTER ENDED MARCH 31,
1998.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 125
<SECURITIES> 0
<RECEIVABLES> 987
<ALLOWANCES> 0
<INVENTORY> 123
<CURRENT-ASSETS> 1,458
<PP&E> 2,485
<DEPRECIATION> 0
<TOTAL-ASSETS> 4,981
<CURRENT-LIABILITIES> 1,636
<BONDS> 1,450
0
0
<COMMON> 54
<OTHER-SE> 1,130
<TOTAL-LIABILITY-AND-EQUITY> 4,981
<SALES> 2,896
<TOTAL-REVENUES> 2,896
<CGS> 2,642
<TOTAL-COSTS> 172
<OTHER-EXPENSES> 6
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<INTEREST-EXPENSE> 36
<INCOME-PRETAX> 68
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