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                                                                   Exhibit 4(a)
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                      UTILICORP CANADA FINANCE CORPORATION,
                                    AS ISSUER

                                       AND

                             UTILICORP UNITED INC.,
                                  AS GUARANTOR

                                       AND

                          BANK ONE TRUST COMPANY, N.A.,
                                   AS TRUSTEE




                           -------------------------



                                    INDENTURE



                            DATED AS OF JUNE 20, 2001



                           -------------------------





                                  SENIOR NOTES




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                                TABLE OF CONTENTS

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ARTICLE ONE      DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION..............1

   SECTION 101.  DEFINITIONS..........................................................1
      Act.............................................................................2
      Additional Amounts..............................................................2
      Affiliate.......................................................................2
      Authenticating Agent............................................................2
      Board of Directors..............................................................2
      Board Resolution................................................................2
      Business Day....................................................................2
      Commission......................................................................2
      Company Request or Company Order................................................2
      Corporate Trust Office..........................................................2
      corporation.....................................................................3
      Defaulted Interest..............................................................3
      Depositary......................................................................3
      Event of Default................................................................3
      Global Security.................................................................3
      Guarantee.......................................................................3
      Guarantor.......................................................................3
      Holder..........................................................................3
      Indenture.......................................................................3
      interest........................................................................3
      Interest Payment Date...........................................................3
      Issuer..........................................................................3
      Judgment Currency...............................................................4
      Maturity........................................................................4
      Officers' Certificate...........................................................4
      Opinion of Counsel..............................................................4
      Original Issue Discount Security................................................4
      Outstanding.....................................................................4
      Paying Agent....................................................................5
      Person..........................................................................5
      Place of Payment................................................................5
      Predecessor Security............................................................5
      Redemption Date.................................................................5
      Redemption Price................................................................5
      Regular Record Date.............................................................5
      Responsible Officer.............................................................5
      Securities......................................................................5
      Security Register and Security Registrar........................................5
      Special Record Date.............................................................6


                                       i

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      Stated Maturity.................................................................6
      Subsidiary......................................................................6
      Taxes...........................................................................6
      Taxing Authority................................................................6
      Trustee.........................................................................6
      Trust Indenture Act.............................................................6
      U.S. Government Obligations.....................................................6
      UtiliCorp.......................................................................6
      Vice President..................................................................7

   SECTION 102.  FORM OF DOCUMENTS DELIVERED TO TRUSTEE...............................7
   SECTION 104.  ACTS OF HOLDERS......................................................8
   SECTION 105.  NOTICES, ETC., TO TRUSTEE AND GUARANTORS.............................9
   SECTION 106.  NOTICE TO HOLDERS; WAIVER............................................9
   SECTION 107.  CONFLICT WITH TRUST INDENTURE ACT...................................10
   SECTION 108.  EFFECT OF HEADINGS AND TABLE OF CONTENTS............................10
   SECTION 109.  SUCCESSORS AND ASSIGNS..............................................10
   SECTION 110.  SEPARABILITY CLAUSE.................................................10
   SECTION 111.  BENEFITS OF INDENTURE...............................................10
   SECTION 112.  GOVERNING LAW.......................................................10
   SECTION 113.  CONSENT TO JURISDICTION AND SERVICE OF PROCESS......................11
   SECTION 114.  JUDGMENT CURRENCY...................................................11
   SECTION 115.  LEGAL HOLIDAYS......................................................12

ARTICLE TWO      SECURITY FORMS......................................................12

   SECTION 201.  FORMS GENERALLY.....................................................12
   SECTION 202.  FORM OF GUARANTEE...................................................13
   SECTION 203.  FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.....................13

ARTICLE THREE    THE SECURITIES......................................................14

   SECTION 301.  AMOUNT UNLIMITED; ISSUABLE IN SERIES................................14
   SECTION 302.  DENOMINATIONS.......................................................16
   SECTION 303.  EXECUTION, AUTHENTICATION, DELIVERY AND DATING......................17
   SECTION 304.  TEMPORARY SECURITIES................................................18
   SECTION 305.  REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.................18
   SECTION 306.  MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES....................20
   SECTION 307.  PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED......................21
   SECTION 308.  PERSONS DEEMED OWNERS...............................................22
   SECTION 309.  CANCELLATION........................................................22
   SECTION 310.  COMPUTATION OF INTEREST.............................................23

ARTICLE FOUR     SATISFACTION AND DISCHARGE..........................................23

   SECTION 401.  SATISFACTION AND DISCHARGE OF INDENTURE.............................23
   SECTION 402.  APPLICATION OF TRUST MONEY..........................................24

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   SECTION 403.  SATISFACTION, DISCHARGE AND DEFEASANCE OF SECURITIES OF ANY SERIES..25

ARTICLE FIVE     REMEDIES............................................................27

   SECTION 501.  EVENTS OF DEFAULT...................................................27
   SECTION 502.  ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT..................29
   SECTION 503.  COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.....30
   SECTION 504.  TRUSTEE MAY FILE PROOFS OF CLAIM....................................30
   SECTION 505.  TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.........31
   SECTION 506.  APPLICATION OF MONEY COLLECTED......................................31
   SECTION 507.  LIMITATION ON SUITS.................................................32
   SECTION 508.  UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE
                 PRINCIPAL, PREMIUM AND INTEREST.....................................33
   SECTION 509.  RESTORATION OF RIGHTS AND REMEDIES..................................33
   SECTION 510.  RIGHTS AND REMEDIES CUMULATIVE......................................33
   SECTION 511.  DELAY OR OMISSION NOT WAIVER........................................33
   SECTION 512.  CONTROL BY HOLDERS..................................................34
   SECTION 513.  WAIVER OF PAST DEFAULTS.............................................34
   SECTION 514.  UNDERTAKING FOR COSTS...............................................34
   SECTION 515.  WAIVER OF STAY OR EXTENSION LAWS....................................35

ARTICLE SIX      THE TRUSTEE.........................................................35

   SECTION 601.  CERTAIN DUTIES AND RESPONSIBILITIES.................................35
   SECTION 602.  NOTICE OF DEFAULTS..................................................36
   SECTION 603.  CERTAIN RIGHTS OF TRUSTEE...........................................36
   SECTION 604.  NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES..............37
   SECTION 605.  MAY HOLD SECURITIES.................................................37
   SECTION 606.  MONEY HELD IN TRUST.................................................38
   SECTION 607.  COMPENSATION AND REIMBURSEMENT......................................38
   SECTION 608.  DISQUALIFICATION; CONFLICTING INTERESTS.............................38
   SECTION 609.  CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.............................38
   SECTION 610.  RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR...................39
   SECTION 611.  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR..............................40
   SECTION 612.  MERGER, CONVERSION, CONSOLIDATION OR
                 SUCCESSION TO BUSINESS..............................................41
   SECTION 613.  PREFERENTIAL COLLECTION OF CLAIMS AGAINST ISSUER....................41
   SECTION 614.  AUTHENTICATING AGENTS...............................................42

ARTICLE SEVEN    HOLDERS LISTS AND REPORTS BY TRUSTEE AND ISSUER.....................43

   SECTION 701.  ISSUER TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS............43
   SECTION 702.  PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS..............44
   SECTION 703.  REPORTS BY TRUSTEE..................................................45


                                   iii


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   SECTION 704.  REPORTS BY ISSUER.........................................45

ARTICLE EIGHT    CONSOLIDATION, MERGER, CONVEYANCE, SALE OR LEASE..........46

   SECTION 801.  ISSUER AND GUARANTORS MAY CONSOLIDATE, ETC.,
                 ONLY ON CERTAIN TERMS.....................................46
   SECTION 802.  SUCCESSOR PERSON TO BE SUBSTITUTED........................47
   SECTION 803.  ASSIGNMENT OF ISSUER'S OBLIGATIONS........................47

ARTICLE NINE     SUPPLEMENTAL INDENTURES...................................47

   SECTION 901.  SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS........47
   SECTION 902.  SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS...........49
   SECTION 903.  EXECUTION OF SUPPLEMENTAL INDENTURES......................50
   SECTION 904.  EFFECT OF SUPPLEMENTAL INDENTURES.........................50
   SECTION 905.  CONFORMITY WITH TRUST INDENTURE ACT.......................50
   SECTION 906.  REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES........50

ARTICLE TEN      COVENANTS.................................................50

   SECTION 1001. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST................50
   SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY...........................50
   SECTION 1003. MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.........51
   SECTION 1004. CORPORATE EXISTENCE.......................................52
   SECTION 1005. MAINTENANCE OF PROPERTIES.................................53
   SECTION 1006. PAYMENT OF TAXES AND OTHER CLAIMS.........................53
   SECTION 1007. STATEMENT BY OFFICERS AS TO DEFAULT.......................53
   SECTION 1008. DEFEASANCE OF CERTAIN OBLIGATIONS.........................53
   SECTION 1009. WAIVER OF CERTAIN COVENANTS...............................55

ARTICLE ELEVEN   REDEMPTION OF SECURITIES..................................55

   SECTION 1101. APPLICABILITY OF ARTICLE..................................55
   SECTION 1102. ELECTION TO REDEEM; NOTICE TO TRUSTEE.....................55
   SECTION 1103. SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.........55
   SECTION 1104. NOTICE OF REDEMPTION......................................56
   SECTION 1105. DEPOSIT OF REDEMPTION PRICE...............................57
   SECTION 1106. SECURITIES PAYABLE ON REDEMPTION DATE.....................57
   SECTION 1107. SECURITIES REDEEMED IN PART...............................57

ARTICLE TWELVE   SINKING FUNDS.............................................58

   SECTION 1201. APPLICABILITY OF ARTICLE..................................58
   SECTION 1202. SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.....58
   SECTION 1203. REDEMPTION OF SECURITIES FOR SINKING FUND.................58


                                       iv

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ARTICLE THIRTEEN GUARANTEES................................................59

   SECTION 1301. GUARANTEE.................................................59
   SECTION 1302. EXECUTION AND DELIVERY OF GUARANTEES......................61
   SECTION 1303. RELEASE OF GUARANTEES.....................................62

Article FOURTEEN ADDITIONAL AMOUNTS; CERTAIN TAX PROVISIONS................62

   SECTION 1401. PAYMENT OF ADDITIONAL AMOUNTS.............................62
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                                       v
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          INDENTURE, dated as of June 20, 2001, among UTILICORP CANADA FINANCE
CORPORATION, an unlimited company duly organized and existing under the laws of
the Province of Nova Scotia (the "ISSUER"), UTILICORP UNITED INC., a corporation
duly organized and existing under the laws of the State of Delaware
("UTILICORP"), and BANK ONE TRUST COMPANY, N.A., a national banking association
duly organized and existing under the laws of the United States, as Trustee (the
"TRUSTEE").

                                    RECITALS:

          WHEREAS, the Issuer has duly authorized the execution and delivery of
this indenture to provide for the issuance from time to time of certain of its
unsecured senior notes (the "SECURITIES"), to be issued in one or more series as
in this Indenture provided;

          WHEREAS, UtiliCorp has duly authorized the execution and delivery of
this Indenture and deems it appropriate from time to time to issue its
guarantees of the Securities on the terms and substantially in the form herein
provided; and

          WHEREAS, all things necessary to make this Indenture a valid
agreement, in accordance with its terms, have been done;

          NOW, THEREFORE, THIS INDENTURE WITNESSETH: For and in consideration of
the promises and the purchase of the Securities by the Holders thereof, the
Issuer, UtiliCorp, and the Trustee mutually covenant and agree for the equal and
proportionate benefit of all Holders of the Securities or of series thereof, as
follows:


                                  ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

SECTION 101.  DEFINITIONS.

          For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires:

          (1) the terms defined in this Article have the meanings assigned to
     them in this Article and include the plural as well as the singular;

          (2) all other terms used herein which are defined in the Trust
     Indenture Act, either directly or by reference therein, have the meanings
     assigned to them therein;

          (3) all accounting terms not otherwise defined herein have the
     meanings assigned to them in accordance with generally accepted accounting
     principles as applied in the United States and, except as otherwise herein
     expressly provided, the term "generally accepted accounting principles"
     with respect to any computation required or permitted hereunder shall mean
     such accounting principles as are generally accepted in the United States
     at the date of such computation; and


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          (4) the words "herein", "hereof" and "hereunder" and other words of
     similar import refer to this Indenture as a whole and not to any particular
     Article, Section or other subdivision.

          Certain terms, used principally in Article Six, are defined in that
Article.

          "ACT", when used with respect to any Holder, has the meaning specified
in Section 104.

          "ADDITIONAL AMOUNTS" has the meaning specified in Section 1401.

          "AFFILIATE" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

          "AUTHENTICATING AGENT" means any Person authorized to authenticate and
deliver Securities on behalf of the Trustee pursuant to Section 614.

          "BOARD OF DIRECTORS" means either the board of directors of the
Issuer, UtiliCorp or any other Guarantor, as the case may be, or any duly
authorized committee of that Board.

          "BOARD RESOLUTION" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Issuer, UtiliCorp or any other
Guarantor, as the case may be, to have been duly adopted by the Board of
Directors and to be in full force and effect on the date of such certification,
and delivered to the Trustee.

          "BUSINESS DAY", when used with respect to any Place of Payment, means
each day which is not a Saturday, a Sunday or a day on which banking
institutions in that Place of Payment are authorized or obligated by law to
remain closed.

          "COMMISSION" means the Securities and Exchange Commission, as from
time to time constituted, created under the Securities Exchange Act of 1934, or,
if at any time after the execution of this instrument such Commission is not
existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties at such time.

          "COMPANY REQUEST" or "COMPANY ORDER" means a written request or order
signed in the name of the Issuer, UtiliCorp, or any other Guarantor, as the case
may be, by its Chairman of the Board, its President or a Vice President, or, if
authorized by a power of attorney executed by any of such officers, by such
other person as may be authorized in such power of attorney, and delivered to
the Trustee.

          "CORPORATE TRUST OFFICE" means the office of the Trustee at which at
any particular time this Indenture shall be administered, which at the date
hereof is Bank One Trust Company, N.A., 1 Bank One Plaza, Suite IL1-0823,
Chicago, Illinois 60670-0823.


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          "CORPORATION" includes corporations, associations, companies, limited
liability companies and business trusts.

          "DEFAULTED INTEREST" has the meaning specified in Section 307.

          "DEPOSITARY" means, with respect to the Securities of any series
issuable or issued in whole or in part in the form of one or more Global
Securities, the Person designated as Depositary by the Issuer pursuant to
Section 301, which must be a clearing agency registered under the Securities
Exchange Act of 1934, as amended, and, if so provided pursuant to Section 301
with respect to the Securities of a series, any successor to such Person. If at
any time there is more than one such Person designated as Depository,
"Depositary" shall mean, with respect to any series of Securities, the
qualifying entity which has been appointed with respect to the Securities of
that series.

          "EVENT OF DEFAULT" has the meaning specified in Section 501.

          "GLOBAL SECURITY" means a Security evidencing all or part of a series
of Securities, issued to the Depositary for such series or its nominee and
registered in the name of such Depositary or nominee.

          "GUARANTEE" means the unconditional guarantee by UtiliCorp or any
other Guarantor of the due and punctual payment of principal and interest on the
Securities of any series when and as the same shall become due and payable,
whether at the Stated Maturity, by acceleration, upon a call for redemption or
otherwise in accordance with the terms of this Indenture.

          "GUARANTOR" means UtiliCorp until a successor replaces UtiliCorp
pursuant to the applicable provisions of this Indenture and, thereafter,
"Guarantor" shall mean such successor.

          "HOLDER" means a Person in whose name a Security is registered in the
Security Register.

          "INDENTURE" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof
and shall include the terms of particular series of Securities established as
contemplated by Section 301.

          "INTEREST", when used with respect to an Original Issue Discount
Security which by its terms bears interest only after Maturity, means interest
payable after Maturity.

          "INTEREST PAYMENT DATE", when used with respect to any Security, means
the Stated Maturity of an installment of interest on such Security.

          "ISSUER" means the Person named as the "Issuer" in the first paragraph
of this instrument until a successor corporation shall have become such pursuant
to the applicable provisions of this Indenture and, thereafter, "Issuer" shall
mean such successor corporation.


                                       3
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          "JUDGMENT CURRENCY" has the meaning specified in Section 114.

          "MATURITY", when used with respect to any Security, means the date on
which the principal of such Security or an installment of principal becomes due
and payable as therein or herein provided, whether at the Stated Maturity or by
declaration herein of acceleration, call for redemption or otherwise.

          "OFFICERS' CERTIFICATE" means a certificate signed by any one of the
President, a Vice President, the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary, of the Issuer, UtiliCorp or any other
Guarantor, as the case may be, and delivered to the Trustee.

          "OPINION OF COUNSEL" means a written opinion of counsel, who may be an
employee of or regular counsel for the Issuer, UtiliCorp or any other Guarantor,
as the case may be, or may be other counsel satisfactory to the Trustee.

          "ORIGINAL ISSUE DISCOUNT SECURITY" means any Security which provides
for an amount less than the principal amount thereof to be due and payable upon
a declaration of acceleration of the Maturity thereof pursuant to Section 502.

          "OUTSTANDING", when used with respect to Securities, means, as of the
date of determination, all Securities theretofore authenticated and delivered
under this Indenture, EXCEPT:

          (i) Securities theretofore cancelled by the Trustee or delivered to
     the Trustee for cancellation;

          (ii) Securities, or portions thereof, for whose payment or redemption
     money in the necessary amount has been theretofore deposited with the
     Trustee or any Paying Agent (other than the Issuer) in trust or set aside
     and segregated in trust by the Issuer (if the Issuer shall act as its own
     Paying Agent) for the Holders of such Securities; PROVIDED that, if such
     Securities are to be redeemed, notice of such redemption has been duly
     given pursuant to this Indenture or provision therefor satisfactory to the
     Trustee has been made; and

          (iii) Securities which have been paid pursuant to Section 306 or in
     exchange for or in lieu of which other Securities have been authenticated
     and delivered pursuant to this Indenture, other than any such Securities in
     respect of which there shall have been presented to the Trustee proof
     satisfactory to it that such Securities are held by a bona fide purchaser
     in whose hands such Securities are valid obligations of the Issuer;

PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, (a) the principal
amount of an Original Issue Discount Security that shall be deemed to be
Outstanding for such purposes shall be the amount of the principal thereof that
would be due and payable as of the date of such determination upon a declaration
of acceleration of the Maturity thereof pursuant to Section 502, and (b)
Securities owned by the Issuer or any other obligor upon the Securities or any
Affiliate of the Issuer or of such other obligor shall be disregarded and deemed
not to be Outstanding, except that in determining


                                       4
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whether the Trustee shall be protected in relying upon any such request demand,
authorization, direction, notice, consent or waiver, only Securities which the
Trustee knows to be so owned shall be so disregarded. Securities so owned as
described in (b) above which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Securities and that the pledgee
is not the Issuer or any other obligor upon the Securities or any Affiliate of
the Issuer or of such other obligor.

          "PAYING AGENT" means any Person authorized by the Issuer to pay the
principal of (and premium, if any) or interest on any Securities on behalf of
the Issuer.

          "PERSON" means any individual, corporation, partnership, limited
liability company, joint venture, association, joint stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

          "PLACE OF PAYMENT", when used with respect to the Securities of any
series, means the place or places where the principal of (and premium, if any)
and interest, if any, on the Securities of that series are payable as specified
in or as contemplated by Section 301.

          "PREDECESSOR SECURITY" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 306 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

          "REDEMPTION DATE", when used with respect to any Security to be
redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.

          "REDEMPTION PRICE", when used with respect to any Security to be
redeemed, means the price at which it is to be redeemed pursuant to this
Indenture, exclusive of accrued and unpaid interest.

          "REGULAR RECORD DATE" for the interest payable on any Interest Payment
Date on the Securities of any series means the date specified for that purpose
as contemplated by Section 301.

          "RESPONSIBLE OFFICER", when used with respect to the Trustee, means
any officer assigned to administer corporate trust matters, and also means, with
respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of his or her knowledge of and familiarity with the
particular subject.

          "SECURITIES" has the meaning stated in the first recital of this
Indenture and more particularly means any Securities authenticated and delivered
under this Indenture.

          "SECURITY REGISTER" and "SECURITY REGISTRAR" have the respective
meanings specified in Section 305.


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          "SPECIAL RECORD DATE" for the payment of any Defaulted Interest means
a date fixed by the Trustee pursuant to Section 307.

          "STATED MATURITY", when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
in such Security as the fixed date on which the principal of such Security or
such installment of principal or interest is due and payable.

          "SUBSIDIARY" means a corporation more than 50% of the outstanding
voting interests of which is owned, directly or indirectly, by the Issuer or by
one or more other Subsidiaries, or by the Issuer and one or more other
Subsidiaries. For the purposes of this definition, "voting interests" means
stock or similar equity interests which ordinarily has voting power for the
election of directors or governing body of the corporation, whether at all times
or only so long as no senior class of stock or similar equity interests have
such voting power by reason of any contingency.

          "TAXES" has the meaning specified in Section 1401.

          "TAXING AUTHORITY" has the meaning specified in Section 1401.

          "TRUSTEE" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean or include each Person who is then a Trustee hereunder, and
if at any time there is more than one such Person, "Trustee" as used with
respect to the Securities of that series.

          "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939 as in
force at the date as of which this instrument was executed, except as provided
in Section 905; provided, however, that in the event the Trust Indenture Act of
1939 is amended, "Trust Indenture Act" shall mean, to the extent required by any
such amendment, the Trust Indenture Act of 1939 as so amended.

          "U.S. GOVERNMENT OBLIGATIONS" means direct obligations of the United
States for the payment of which its full faith and credit is pledged, or
obligations of a person controlled or supervised by and acting as an agency or
instrumentality of the United States and the payment of which is unconditionally
guaranteed by the United States, and shall also include a depository receipt
issued by a bank or trust company as custodian with respect to any such U.S.
Government Obligation or a specific payment of interest on or principal of any
such U.S. Government Obligation held by such custodian for the account of a
holder of a depository receipt; provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the
holder of such depository receipt from any amount received by the custodian in
respect of the U.S. Government Obligation or the specific payment of interest on
or principal of the U.S. Government Obligation evidenced by such depository
receipt.

          "UTILICORP" means the Person named as "UtiliCorp" in the first
paragraph of this instrument, and includes its permitted successors and assigns.


                                       6
<Page>


          "VICE PRESIDENT", when used with respect to the Issuer, UtiliCorp, any
other Guarantor, or the Trustee, as the case may be, means any vice president or
assistant vice president, whether or not designated by a number or a word or
words added before or after the title "vice president" or "assistant vice
president".

SECTION 102.  COMPLIANCE CERTIFICATES AND OPINIONS.

          Except as otherwise expressly provided by this Indenture, upon any
application or request by the Issuer or any Guarantor to the Trustee to take any
action under any provision of this Indenture, the Issuer or such Guarantor shall
furnish to the Trustee an Officers' Certificate stating that all conditions
precedent, if any, provided for in this Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent, if any, have been
complied with, except that in the case of any such application or request as to
which the furnishing of such documents is specifically required by any provision
of this Indenture relating to such particular application or request, no
additional certificate or opinion need be furnished.

          Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

          (1) a statement that each individual signing such certificate or
     opinion has read such covenant or condition and the definitions herein
     relating thereto;

          (2) a brief statement as to the nature and scope of the examination or
     investigation upon which the statements or opinions contained in such
     certificate or opinion are based;

          (3) a statement that, in the opinion of each such individual, he or
     she has made such examination or investigation as is necessary to enable
     him or her to express an informed opinion as to whether or not such
     covenant or condition has been complied with;

          (4) a statement as to whether, in the opinion of each such individual,
     such condition or covenant has been complied with; and

          (5) a statement that no Event of Default exists under this Agreement.

SECTION 103.  FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

          In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

          Any certificate or opinion of an officer of the Issuer or any
Guarantor may be based, insofar as it relates to legal matters, upon a
certificate or opinion of, or representations by,


                                       7
<Page>

counsel, unless such officer knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to the
matters upon which such officer's certificate or opinion is based are erroneous.
Any such certificate or Opinion of Counsel may be based, insofar as it relates
to factual matters, upon a certificate or opinion of, or representations by, an
officer or officers of the Issuer or such Guarantor stating that the information
with respect to such factual matters is in the possession of the Issuer or such
Guarantor, unless such counsel knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations with respect to
such matters are erroneous.

          Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

SECTION 104.  ACTS OF HOLDERS.

          (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided or permitted by this Indenture to be given, made
or taken by Holders may be embodied in and evidenced by one or more instruments
of substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby, expressly required, to the Issuer.

          Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to, as the "ACT" of the Holders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and (subject to Section 601) conclusive in favor of
the Trustee, the Issuer, UtiliCorp or such other Guarantor, as the case may be,
if made in the manner provided in this Section.

          Without limiting the generality of the foregoing, unless otherwise
established in or pursuant to a Board Resolution or set forth or determined in
an Officers' Certificate, or established in one or more indentures supplemental
hereto, pursuant to Section 301, a Holder, including a Depositary that is a
Holder of a Global Security, may make, give or take, by a proxy or proxies, duly
appointed in writing, any request, demand, authorization direction, notice,
consent, waiver or other action provided in this Indenture to be made, given or
taken by Holders, and a Depositary that is a Holder of a Global Security may
provide its proxy or proxies to the beneficial owners of interests in any such
Global Security through such Depositary's standing instructions and customary
practices.

          (b) The fact and date of the execution by any Person of any such
instrument, writing or proxy may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument, writing or proxy acknowledged to him the execution thereof.
Where such execution is by a signer acting in a capacity other than his
individual capacity, such certificate or affidavit shall also constitute
sufficient proof of his authority. The fact and date of the execution of any
such instrument, writing or proxy, or the


                                       8
<Page>


authority of the Person executing the same, may also be proved in any other
manner which the Trustee deems sufficient.

          (c) The ownership of Securities shall be proved by the Security
Register.

          (d) Any request, demand, authorization, direction, notice, consent,
waiver or other Act of the Holder of any Security shall bind every future Holder
of the same Security and the Holder of every Security issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done, omitted or suffered to be done by the Trustee or the
Issuer in reliance thereon, whether or not notation of such action is made upon
such Security.

SECTION 105.  NOTICES, ETC., TO TRUSTEE, ISSUER AND GUARANTORS.

          Any request, demand, authorization, direction, notice, consent, waiver
or Act of Holders or other document provided or permitted by this Indenture to
be made upon, given or furnished to, or filed with,

          (1) the Trustee by any Holder, or by the Issuer, UtiliCorp, or any
     other Guarantor shall be sufficient for every purpose hereunder if made,
     given, furnished or filed in writing to or with the Trustee at its
     Corporate Trust Office, Attention: Corporate Trust Administration,

          (2) the Issuer by the Trustee or by any Holder shall be sufficient for
     every purpose hereunder (unless otherwise herein expressly provided) if in
     writing and mailed, first-class air mail postage prepaid, to the Issuer
     addressed to it at 2500 - 140 4th Avenue SW Calgary, Alberta T2P 3N3
     Canada, Attention: Corporate Secretary or at any other address previously
     furnished in writing to the Trustee by the Issuer, with a copy to UtiliCorp
     (at the address set forth below),

          (3) UtiliCorp by the Trustee or any Holder shall be sufficient for
     every purpose hereunder (unless otherwise herein expressly provided) if in
     writing and mailed, first-class air mail postage prepaid, to UtiliCorp
     addressed to it at 20 West Ninth Street, Kansas City, Missouri 64105,
     Attention: Corporate Secretary or at any other address previously furnished
     in writing to the Trustee by UtiliCorp, or

          (4) any other Guarantor by the Trustee or any Holder shall be
     sufficient for every purpose hereunder (unless otherwise herein expressly
     provided) if in writing and mailed, first-class air mail postage prepaid,
     to such Guarantor at the address provided in the supplemental indenture
     providing for its Guarantee of the Securities.

SECTION 106.  NOTICE TO HOLDERS; WAIVER.

          Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at his address as it appears in the Security Register, not later
than the latest date, and not earlier than the earliest date, prescribed for the
giving of such notice. In any case where notice to Holders is given by mail,


                                       9
<Page>


neither the failure to mail such notice, nor any defect in any notice so mailed,
to any particular Holder shall affect the sufficiency of such notice with
respect to other Holders. Where this Indenture provides for notice in any
manner, such notice may be waived in writing by the Person entitled to receive
such notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.

          In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice by mail,
then such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.

SECTION 107.  CONFLICT WITH TRUST INDENTURE ACT.

          If any provision hereof limits, qualifies or conflicts with any
provision of the Trust Indenture Act or another provision hereof which is
required or deemed to be included in this Indenture by any of the provisions of
the Trust Indenture Act, such required provision or the requirement of the Trust
Indenture Act shall control.

SECTION 108.  EFFECT OF HEADINGS AND TABLE OF CONTENTS.

          The Article and Section headings herein and the Table of Contents are
for convenience only and shall not affect the construction hereof.

SECTION 109.  SUCCESSORS AND ASSIGNS.

          All covenants and agreements in this Indenture by the Issuer or any
Guarantor shall bind its successors and assigns, whether so expressed or not.

SECTION 110.  SEPARABILITY CLAUSE.

          In case any provision in this Indenture or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 111.  BENEFITS OF INDENTURE.

          Nothing in this Indenture or in the Securities, express or implied,
shall give to any Person, other than the parties hereto and their successors
hereunder and the Holders, any benefit or any legal or equitable right, remedy
or claim under this Indenture.

SECTION 112.  GOVERNING LAW.

          This Indenture, the Securities and each Guarantee shall be governed by
and construed in accordance with the laws of the State of New York without
regard to principles of conflicts of law.


                                       10
<Page>


SECTION 113.  CONSENT TO JURISDICTION AND SERVICE OF PROCESS.

          Each of the Issuer and UtiliCorp agrees that any legal suit, action or
proceeding brought by any party to enforce any rights under or with respect to
this Indenture, any Security and any Guarantee or any other document or the
transactions contemplated hereby or thereby may be instituted in any state or
federal court in The City of New York, State of New York, United States of
America, irrevocably waives to the fullest extent permitted by law any objection
which it may now or hereafter have to the laying of venue of any such suit,
action or proceeding, irrevocably waives to the fullest extent permitted by law
any claim that and agrees not to claim or plead in any court that any such
action, suit or proceeding brought in such court has been brought in an
inconvenient forum and irrevocably submits to the non-exclusive jurisdiction of
any such court in any such suit, action or proceeding or for recognition and
enforcement of any judgment in respect thereof.

          Each of the Issuer and UtiliCorp hereby irrevocably and
unconditionally designates and appoints CT Corporation System, 1633 Broadway,
New York, New York 10019, U.S.A. (and any successor entity) as its authorized
agent to receive and forward on its behalf service of any and all process which
may be served in any such suit, action or proceeding in any such court and
agrees that service of process upon CT Corporation shall be deemed in every
respect effective service of process upon the Issuer in any such suit, action or
proceeding and shall be taken and held to be valid personal service upon the
Issuer or UtiliCorp, as the case may be. Said designation and appointment shall
be irrevocable. Nothing in this Section 113 shall affect the right of the
Holders to serve process in any manner permitted by law or limit the right of
the Holders to bring proceedings against the Issuer or UtiliCorp in the courts
of any jurisdiction or jurisdictions. Each of the Issuer and UtiliCorp further
agrees to take any and all action, including the execution and filing of any and
all such documents and instruments, as may be necessary to continue such
designation and appointment of CT Corporation in full force and effect so long
as the Securities are outstanding. Each of the Issuer and UtiliCorp hereby
irrevocably and unconditionally authorizes and directs CT Corporation to accept
such service on its behalf. If for any reason CT Corporation ceases to be
available to act as such, each of the Issuer and UtiliCorp agrees to designate a
new agent in New York City.

          To the extent that the Issuer or UtiliCorp has or hereafter may
acquire any immunity from jurisdiction of any court (including, without
limitation, any court in the United States, the State of New York, Canada or any
political subdivision thereof) or from any legal process (whether through
service of notice, attachment prior to judgment, attachment in aid of execution,
execution or otherwise) with respect to itself or its property or assets, this
Indenture, the Securities, any Guarantee or any other documents or actions to
enforce judgments in respect of any thereof, each of the Issuer and UtiliCorp
hereby irrevocably waives such immunity, and any defense based on such immunity,
in respect of its obligations under the above-referenced documents and the
transactions contemplated thereby, to the extend permitted by law.

SECTION 114.  JUDGMENT CURRENCY.

          If pursuant to a judgment or order being made or registered against
the Issuer or UtiliCorp, any payment under or in connection with this Indenture,
any Securities or any Guarantee to a Holder is made or satisfied in a currency
(THE "JUDGMENT CURRENCY") other than


                                       11
<Page>

in United States dollars then, to the extent that the payment (when converted
into United States dollars at the rate of exchange on the date of payment or, if
it is not practicable for such Holder to purchase United States dollars with the
Judgment Currency on the date of payment, at the rate of exchange as soon
thereafter as it is practicable for it to do so) actually received by such
Holder falls short of the amount due under the terms of this Indenture, and
Securities or any Guarantee, each of the Issuer and UtiliCorp shall, to the
extent permitted by law, as separate and independent obligations, indemnify and
hold harmless such Holder against the amount of such shortfall and such
indemnity shall continue in full force and effect notwithstanding any such
judgment or order as aforesaid. For the purpose of this Section, "rate or
exchange" means the rate at which the Holder is able on the relevant date to
purchase United States dollars with the Judgment Currency and shall take into
account any premium and other costs of exchange.

SECTION 115.  LEGAL HOLIDAYS.

          In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the
Securities) payment of interest, if any, or principal (and premium, if any) need
not be made at such Place of Payment on such date, but may be made on the next
succeeding Business Day at such Place of Payment with the same force and effect
as if made on the Interest Payment Date or Redemption Date, or at the Stated
Maturity, provided that no interest shall accrue for the period from and after
such Interest Payment Date, Redemption Date or Stated Maturity, as the case may
be.


                                  ARTICLE TWO

                                 SECURITY FORMS

SECTION 201.  FORMS GENERALLY.

          The Securities of each series shall be in substantially the form as
shall be established by or pursuant to a Board Resolution of the Issuer or in
one or more indentures supplemental hereto, in each case with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture, and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or Depositary
therefor or as may, consistently herewith, be determined by the officer or
officers executing such Securities, as evidenced by the officer's or officers'
execution of the Securities. If the form of Securities of any series is
established by action taken pursuant to a Board Resolution of the Issuer, a copy
of an appropriate record of such action shall be certified by the Secretary or
Assistant Secretary of the Issuer, or any other authorized officer of the
Issuer, and delivered to the Trustee at or prior to the delivery by the Issuer
of the Company Order contemplated by Section 303 for the authentication and
delivery of such Securities.

          The Trustee's certificates of authentication shall be in substantially
the form set forth in this Article.


                                       12
<Page>

          The definitive Securities shall be printed, lithographed or engraved
on steel engraved borders or may be produced in any other manner, all as
determined by the officer or officers executing such Securities, as evidenced by
the officer's or officers' execution of such Securities.

SECTION 202.  FORM OF GUARANTEE.

          The form of Guarantee shall be set forth on the Securities
substantially as follows:

                                    GUARANTEE

          For value received, UtiliCorp absolutely, unconditionally and
irrevocably guarantees to the holder of this Security the payment of principal
of, interest on and Additional Amounts in respect of the Security upon which
this Guarantee is endorsed in the amounts and at the time when due and payable
whether by declaration thereof, or otherwise, and interest on the overdue
principal and interest, if any, on such Security, if lawful, and the payment or
performance of all other obligations of the Issuer under the Indenture or the
Securities, to the holder of such Security and the Trustee, all in accordance
with and subject to the terms and limitations of such Security and Article
Thirteen of the Indenture. This Guarantee ranks PARI PASSU to the existing and
future unsecured and unsubordinated indebtedness of UtiliCorp. This Guarantee
will not become effective until the Trustee duly executes the certificate of
authentication on this Security. This Guarantee shall be governed by and
construed in accordance with the laws of the State of New York, without regard
to conflict of law principles thereof.

Dated:

                                       UTILICORP UNITED INC.

                                       By:
                                           -------------------------
                                           Name:
                                           Title:

SECTION 203.  FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

          This is one of the Securities of the series designated herein and
referred to in the within-mentioned Indenture.



                                       13
<Page>


                                       Bank One Trust Company, N.A., as Trustee


                                       By
                                         ----------------------------------
                                               Authorized Signatory


                                 ARTICLE THREE

                                 THE SECURITIES

SECTION 301.  AMOUNT UNLIMITED; ISSUABLE IN SERIES.

          The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited.

          The Securities may be issued in one or more series and shall be
direct, unsecured obligations of the Issuer and rank without preference or
priority among themselves and PARI PASSU with all existing and future unsecured
and unsubordinated indebtedness of the Issuer. There shall be established in or
pursuant to a Board Resolution, and, subject to Section 303, set forth or
determined in the manner provided, in an Officers' Certificate, or established
in one or more indentures supplemental hereto, prior to the issuance of
Securities of any series:

          (1) the title of the Securities of the series (which shall distinguish
     the Securities of the series from all other Securities);

          (2) any limit upon the aggregate principal amount of the Securities of
     the series which may be authenticated and delivered under this Indenture
     (except for Securities authenticated and delivered upon registration of
     transfer of, or in exchange for, or in lieu of, other Securities of the
     series pursuant to Sections 304, 305, 306, 906, or 1107 and except for any
     Securities which, pursuant to Section 303, are deemed never to have been
     authenticated and delivered hereunder);

          (3) the Person to whom any interest on a Security of the series shall
     be payable, if other than the Person in whose name the Security (or one or
     more Predecessor Securities) is registered at the close of business on the
     Regular Record Date for such interest;

          (4) the date or dates on which the principal of the Securities of the
     series is payable;

          (5) the rate or rates at which the Securities of the series shall bear
     interest, if any, the date or dates from which such interest shall accrue,
     the interest Payment Dates on which such interest shall be payable and the
     Regular Record Date for the interest payable on any Interest Payment Date;

          (6) the place or places, if any, in addition to or in the place of the
     office of the Trustee in The City of New York where the principal of and
     premium, if any, and


                                       14
<Page>

     interest, if any, on Securities, of the series shall be payable and where
     such Securities may be registered or transferred;

          (7) the period or periods within which, the price or prices at which
     and the terms and conditions upon which Securities of the series may be
     redeemed, in whole or in part, at the option of the Issuer;

          (8) the obligation, if any, of the Issuer to redeem or purchase
     Securities of the series pursuant to any sinking fund or analogous
     provisions or at the option of a Holder thereof, and the period or periods
     within which, the price or prices at which and the terms and conditions
     upon which Securities of the series shall be redeemed or purchased, in
     whole or in part, pursuant to such obligation;

          (9) if other than denominations of $1,000 and any integral multiple
     thereof, the denominations in which Securities of the series shall be
     issuable;

          (10) if other than the principal amount thereof, the portion of the
     principal amount of Securities of the series which shall be payable upon
     declaration of acceleration of the Maturity thereof pursuant to Section
     502;

          (11) if other than such coin or currency of the United States of
     America as at the time of payment is legal tender for payment of public or
     private debts, the coin or currency, including composite currencies such as
     the European Currency Unit, in which payment of the principal of (and
     premium, if any) and interest, if any, on the Securities of the series
     shall be payable;

          (12) if the principal of and premium, if any, or interest, if any, on
     the Securities of the series are to be payable, at the election of the
     Issuer or a Holder thereof, in a coin or currency other than that in which
     the Securities are stated to be payable, the period or periods within
     which, and the terms and conditions upon which, such election may be made;

          (13) if the amount of payments of principal of and premium, if any, or
     interest, if any, on the Securities of the series may be determined with
     reference to an index based on a coin or currency other than that in which
     the Securities are stated to be payable, the manner in which such amounts
     shall be determined;

          (14) any provisions permitted by this Indenture relating to Events of
     Default or covenants of the Issuer with respect to such series of
     Securities; and

          (15) if the Securities of the series shall be issued in whole or in
     part in the form of one or more Global Securities, (i) whether beneficial
     owners of interests in any such Global Security may exchange such interests
     for Securities of such series of like tenor and of authorized form and
     denomination and the circumstances under which any such changes may occur,
     if other than in the manner provided in Section 305 and (ii) the Depositary
     for such Global Security or Securities;


                                       15
<Page>


          (16) if the principal of and premium, if any, or interest, if any, on
     the Securities of the series are to be payable, or are to be payable at the
     election of the Issuer or a Holder thereof, in securities or other
     property, the type and amount of such securities or other property, or the
     formulary or other method or other means by which such amount shall be
     determined, and the period or periods within which, and the terms and
     conditions upon which, any such selection may be made;

          (17) to the extent not established pursuant to subsection (15) of this
     paragraph, any limitations on the rights of the Holders of the Securities
     of such series to transfer or exchange such Securities or to obtain the
     registration or transfer thereof, and if a service charge will be made for
     the registration of transfer or exchange of Securities of such series, the
     amount or terms thereof; and

          (18) any other terms of the series (which terms shall not be
     inconsistent with the provisions of this Indenture).

          All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to the Board Resolution referred to above and (subject to Section 303) set forth
in the Officers' Certificate referred to above or in any such indenture
supplemental hereto.

          If any of the terms of the series, including the form of Security of
such series, are established by action taken pursuant to a Board Resolution, a
copy of an appropriate record of such action shall be certified by the Secretary
or an Assistant Secretary or other authorized officer of the Issuer, and
delivered to the Trustee at or prior to the delivery of the Company Order
contemplated by Section 303 for the authentication and delivery of such series
of Securities.

          Unless otherwise provided, a series may be reopened, without the
consent of the Holders, for increases in the aggregate principal amount of such
series of Securities and issuances of additional Securities of such series;
provided that such additional Securities will rank equally with the Securities
of the series previously issued in all respect (except for the payment of
interest accrued on or prior to the issue date of such additional Securities or
except for the first payment of interest following the issue date of such
additional Securities) so that such additional Securities will be consolidated
and form a single series with the Securities of the series previously issued and
will have the same terms as to status, redemption and otherwise. No additional
Securities may be issued if an Event of Default under the Indenture has occurred
and is continuing with respect to the Securities.

SECTION 302.  DENOMINATIONS.

          The Securities of each series shall be issuable in registered form
without coupons, except as otherwise expressly provided in a supplemental
indenture hereto, in such denominations as shall be specified as contemplated by
Section 301. In the absence of any such provisions with respect to the
Securities of any series, the Securities of such series shall be issuable in
denominations of $1,000 and in integral multiples thereof.


                                       16
<Page>


SECTION 303.  EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

          The Securities shall be executed on behalf of the Issuer by its
Chairman of the Board, its President or one of its Vice Presidents or other
Person duly authorized by the Board of Directors of the Issuer, and which need
not be attested or have its corporate seal reproduced thereon. The Securities of
any series shall be executed by such additional officer, if any, as shall be
specified pursuant to Section 301. The signature of any of these officers on the
Securities may be manual or facsimile.

          Securities bearing the manual or facsimile signature of any individual
who was at any time the proper officer of the Issuer shall bind the Issuer,
notwithstanding that such individual has ceased to hold such office prior to the
authentication and delivery of such Securities or did not hold such office at
the date of authentication of such Securities.

          At any time and from time to time after the execution and delivery of
this Indenture, the Issuer may deliver Securities (with Guarantees endorsed
thereon) of any series executed by the Issuer to the Trustee for authentication,
together with a Company Order for the authentication and delivery of such
Securities, and the Trustee in accordance with the Company Order shall
authenticate and deliver such Securities. If the form or terms of the Securities
of the series have been established in or pursuant to one or more Board
Resolutions as permitted by Sections 201 and 301, in authenticating such
Securities, and accepting the additional responsibilities under this Indenture
in relation to such securities, the Trustee shall be entitled to receive, and
(subject to Section 601) shall be fully protected in relying upon, an Opinion of
Counsel stating,

          (a) that such form has been established in conformity with the
     provisions of Section 201 of this Indenture;

          (b) that such terms have been established in conformity with the
     provisions of Section 301 of this Indenture; and

          (c) that such Securities, when authenticated and delivered by the
     Trustee and issued by the Issuer in the manner and subject to any
     conditions specified in such Opinion of Counsel, will constitute valid and
     legally binding obligations of the Issuer, enforceable in accordance with
     their terms, subject to bankruptcy, insolvency, reorganization and other
     laws of general applicability relating to or affecting the enforcement of
     creditors' rights and to general equity principles.

If such form or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties,
protections or immunities under the Securities and this Indenture or, otherwise
in a manner which is not reasonably acceptable to the Trustee.

          Notwithstanding the provisions of Section 301 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 301 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or



                                       17
<Page>

prior to the time of authentication of each Security of such series if such
documents are delivered at or prior to the time of authentication upon original
issuance of the first Security of such series to be issued.

          Each Security shall be dated the date of its authentication.

          No Security shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose unless there appears on such Security
(and Guarantee endorsed thereon) a certificate of authentication substantially
in the form provided for herein executed by the Trustee by manual signature, and
such certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered hereunder
and is entitled to the benefits of this Indenture. Notwithstanding the
foregoing, if any Security shall have been authenticated and delivered hereunder
but never issued and sold by the Issuer, and the Issuer shall deliver such
Security to the Trustee for cancellation as provided in Section 309 together
with a written statement (which need not comply with Section 102 and need not be
accompanied by an Opinion of Counsel) stating that such Security has never been
issued and sold by the Issuer, for all purposes of this Indenture such Security
shall be deemed never to have been authenticated and delivered hereunder and
shall never be entitled to the benefits of this Indenture.

SECTION 304.  TEMPORARY SECURITIES.

          Pending the preparation of definitive Securities of any series, the
Issuer may execute, the Guarantors shall endorse, and upon Company Order the
Trustee shall authenticate and deliver, temporary Securities which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu of
which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the officer or officers executing such
Securities may determine, as evidenced by their execution of such Securities.

          If temporary Securities of any series are issued, the Issuer will
cause definitive Securities of that series to be prepared without unreasonable
delay. After the preparation of definitive Securities of such series, the
temporary Securities of such series shall be exchangeable for definitive
Securities of such series upon surrender of the temporary Securities of such
Series at the office or agency of the Issuer in a Place of Payment for that
series, without charge to the Holder. Upon surrender for cancellation of any one
or more temporary Securities of any series the Issuer shall execute, the
Guarantor shall endorse and the Trustee shall authenticate and deliver in
exchange therefor a like principal amount of definitive Securities of the same
series and of like tenor of authorized denominations. Until so exchanged the
temporary Securities of any series shall in all respects be entitled to the same
benefits under this Indenture as definitive Securities of such series.

SECTION 305.  REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

          The Issuer shall cause to be kept at the Corporate Trust Office of the
Trustee a register (the register maintained in such office and in any other
office or agency of the Issuer in a Place of Payment being herein sometimes
collectively referred to as the "SECURITY REGISTER") in



                                       18
<Page>

which, subject to such reasonable regulations as it may prescribe, the Issuer
shall provide for the registration of Securities and of transfers of Securities.
The Trustee is hereby appointed "SECURITY REGISTRAR" for the purpose of
registering Securities and transfers of Securities as herein provided.

          Upon surrender for registration of transfer of any Security of any
series at the office or agency in a Place of Payment for that series, the Issuer
shall execute, the Guarantor shall endorse and the Trustee shall authenticate
and deliver, in the name of the designated transferee or transferees, one or
more new Securities of the same series, of any authorized denominations and of a
like aggregate principal amount and tenor.

          At the option of the Holder, any Security or Securities of any series,
other than a Global Security may be exchanged for other Securities of the same
series, of any authorized denominations and of a like aggregate principal amount
and tenor, upon surrender of the Securities to be exchanged at such office or
agency. Whenever any Securities are so surrendered for exchange, the Issuer
shall execute, the Guarantor shall endorse and the Trustee shall authenticate
and deliver, the Securities which the Holder making the exchange is entitled to
receive.

          All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Issuer, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration of transfer or exchange.

          Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 301, a Global Security of any series shall be
exchangeable pursuant to this Section for Securities registered in the names of
Persons other than the Depositary with respect to such series or its nominee
only as provided in this paragraph. A Global Security shall be exchangeable
pursuant to this Section if (x) such Depositary notifies the Issuer that it is
unwilling or unable to continue as Depositary for such series or at any time
ceases to be a clearing agency registered as such under the Securities Exchange
Act of 1934, (y) the Issuer executes and delivers to the Trustee an Officers'
Certificate providing that such Global Security shall be so exchangeable or (z)
there shall have occurred and be continuing an Event of Default with respect to
the Securities of such series. Securities so issued in exchange for a Global
Security shall be of the same series, of like tenor, in authorized denominations
and in the aggregate having the same principal amount as the Global Security to
be exchanged, and shall be registered in such names as the Depositary for such
Global Security shall direct.

          Notwithstanding any other provision of this Section, a Global Security
may not be transferred except as a whole by the Depositary to a nominee of such
Depositary or by a nominee of such Depositary to such Depositary or another
nominee of such Depositary or by such Depositary or any nominee to a successor
of such Depositary or a nominee of such successor.

          Every Security presented or surrendered for registration of transfer
or for exchange shall (if so required by the Issuer or the Trustee) be duly
endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Issuer and the Security Registrar duly executed, by the
Holder thereof or his attorney duly authorized in writing.


                                       19
<Page>


          No service charge shall be made to the Holder for any registration of
transfer or exchange of Securities, but the Issuer may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Sections 304, 906 or 1107 not involving any transfer.

          The Issuer shall not be required (i) to issue, register the transfer
of or exchange Securities of any series during a period beginning at the opening
of business 15 days before the day of the mailing of a notice of redemption of
Securities of that series selected for redemption under Section 1103 and ending
at the close of business on the day of such mailing, or (ii) to register the
transfer of or exchange any Security so selected for redemption in whole or in
part, except the unredeemed portion of any Security being redeemed in part.

          None of the Issuer, any Guarantor, the Trustee or any Paying Agent
will have any responsibility or liability for any aspect of the records relating
to or payments made on account of beneficial ownership interests of a Global
Security or for maintaining, supervising, or reviewing any records relating to
such beneficial interests.

SECTION 306.  MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

          If any mutilated Security is surrendered to the Trustee, the Issuer
shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

          If there shall be delivered to the Issuer and the Trustee (i) evidence
to their satisfaction of the destruction, loss or theft of any Security and (ii)
such security or indemnity as may be required by them to save each of them, any
Guarantor and any agent of either of them harmless, then, in the absence of
notice to the Issuer or the Trustee that such Security has been acquired by a
bona fide purchaser, the Issuer shall execute and upon its request the Trustee
shall authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

          In case any such mutilated, destroyed, lost or stolen security has
become or is about to become due and payable, the Issuer in its discretion may,
instead of issuing a new Security, pay such Security.

          Upon the issuance of any new Security under this Section, the Issuer
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee and any Guarantor)
connected therewith.

          Every new Security of any series issued pursuant to this Section in
lieu of any destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Issuer, whether or not the destroyed,
lost or stolen security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of that series duly issued hereunder.


                                       20
<Page>


          The provisions of this Section are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities.

SECTION 307.  PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

          Interest on any Security which is payable, and is punctually paid or
duly provided for, on any Interest Payment Date shall be paid to the Person in
whose name that Security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest.

          Any interest on any Security of any series which is payable, but is
not punctually paid or duly provided for, on any Interest Payment Date (herein
called "DEFAULTED INTEREST") shall forthwith cease to be payable to the Holder
on the relevant Regular Record Date by virtue of having been such Holder, and
such Defaulted Interest may be paid by the Issuer, at its election in each case,
as provided in Clause (1) or (2) below:

          (1) The Issuer may elect to make payment of any Defaulted Interest to
     the Persons in whose names the Securities of such series (or their
     respective Predecessor Securities) are registered at the close of business
     on a Special Record Date for the payment of such Defaulted Interest, which
     shall be fixed in the following manner. The Issuer shall notify the Trustee
     in writing of the amount of Defaulted Interest proposed to be paid on each
     Security of such series and the date of the proposed payment, and at the
     same time the Issuer shall deposit with the Trustee an amount of money
     equal to the aggregate amount proposed to be paid in respect of such
     Defaulted Interest or shall make arrangements satisfactory to the Trustee
     for such deposit prior to the date of the proposed payment, such money when
     deposited to be held in trust for the benefit of the Persons entitled to
     such Defaulted Interest as in this Clause provided. Thereupon the Trustee
     shall fix a Special Record Date for the payment of such Defaulted Interest
     which shall be not more than 15 days and not less than 10 days prior to the
     date of the proposed payment and not less than 10 days after the receipt by
     the Trustee of the notice of the proposed payment. The Trustee shall
     promptly notify the Issuer of such Special Record Date and, in the name and
     at the expense of the Issuer, shall cause notice of the proposed payment of
     such Defaulted Interest and the Special Record Date therefor to be mailed,
     first-class postage prepaid, to each Holder of Securities of such series at
     his address as it appears in the Security Register, not less than 10 days
     prior to such Special Record Date. Notice of the proposed payment of such
     Defaulted Interest and the Special Record Date therefor having been so
     mailed, such Defaulted Interest shall be paid to the Persons in whose names
     the Securities of such series (or their respective Predecessor Securities)
     are registered at the close of business on such Special Record Date and
     shall no longer be payable pursuant to the following Clause (2).

          (2) The Issuer may make payment of any Defaulted Interest on the
     Securities of any series in any other lawful manner not inconsistent with
     the requirements of any securities exchange on which such Securities may be
     listed, and upon such notice as may be required by such exchange, if, after
     notice given by the Issuer to the Trustee of the


                                       21
<Page>

     proposed payment pursuant to this Clause, such manner of payment shall be
     deemed practicable by the Trustee.

          Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Security.

SECTION 308.  PERSONS DEEMED OWNERS.

          Prior to due presentment of a Security for registration of transfer,
the Issuer, UtiliCorp, any other Guarantor, the Trustee and any agent of the
Issuer, UtiliCorp any other Guarantor or the Trustee may treat the Person in
whose name such Security is registered as the owner of such Security for the
purpose of receiving payment of principal of (and premium, if any) and (subject
to Section 307) interest, if any, on such Security and for all other purposes
whatsoever, whether or not such Security be overdue, and none of the Issuer,
UtiliCorp, any other Guarantor, the Trustee or any agent thereof shall be
affected by notice to the contrary. All such payments so made to any such
person, or upon such person's order, shall be valid, and to the extent of the
sums so paid, effectual to satisfy and discharge the liability for moneys
payable upon any such Security.

          No holder of any beneficial interest in any Global Security held on
its behalf by a Depositary shall have any rights under this Indenture with
respect to such Global Security, and such Depositary may be treated by the
Issuer, UtiliCorp, any other Guarantor, the Trustee, and any agent of the
Issuer, UtiliCorp, any other Guarantor or the Trustee as the owner of such
Global Security for all purposes whatsoever. Notwithstanding the foregoing,
nothing herein shall impair, as between a Depositary and such holders of
beneficial interests, the operation of customary practices governing the
exercise of the rights of the Depositary as holder of any Security.

SECTION 309.  CANCELLATION.

          All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly cancelled by it. The Issuer may at any time deliver to
Trustee for cancellation any Securities previously authenticated and delivered
hereunder which the Issuer may have acquired in any manner whatsoever, and all
Securities so delivered shall be promptly cancelled by the Trustee. No
Securities shall be authenticated in lieu of or in exchange for Securities
cancelled as provided in this Section, except as expressly permitted by this
Indenture. All cancelled Securities held by the Trustee shall be disposed of as
directed by a Company Order of the Issuer.


                                       22
<Page>

SECTION 310.  COMPUTATION OF INTEREST.

Except as otherwise specified as contemplated by Section 301 for Securities of
any series, interest, if any, on the Securities of each series shall be computed
on the basis of a 360-day year of twelve 30-day months.


                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

SECTION 401.  SATISFACTION AND DISCHARGE OF INDENTURE.

          This Indenture shall upon Company Request cease to be of further
effect (except as to any surviving rights of registration of transfer or
exchange of Securities herein expressly provided for), and the Trustee, at the
expense of the Issuer, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when

          (1) either (A) all Securities theretofore authenticated and delivered
     (other than (i) Securities which have been destroyed, lost or stolen and
     which have been replaced or paid as provided in Section 306 and (ii)
     Securities for whose payment money has theretofore been deposited in trust
     or segregated and held in trust by the Issuer or any Guarantor and
     thereafter repaid to the Issuer or such Guarantor or discharged from such
     trust, as provided in Section 1003) have been delivered to the Trustee for
     cancellation; or

          (B) all such Securities not theretofore delivered to the Trustee for
     cancellation

               (i) have become due and payable, or

               (ii) will become due and payable at their Stated Maturity within
          one year, or

               (iii) are to be called for redemption within one year under
          arrangements satisfactory to the Trustee for the giving of notice of
          redemption by the Trustee in the name, and at the expense, of the
          Issuer, or

               (iv) are deemed paid and discharged pursuant to Section 403, as
          applicable,

     and the Issuer or any Guarantor, in the case of (i), (ii), (iii) or (iv)
     above, has deposited or caused to be deposited with the Trustee as trust
     funds in trust for the purpose an amount of (a) money in the currency or
     units of currency in which such Securities are payable, or (b) in the case
     of (ii) or (iii) above and (except as provided in an indenture supplemental
     hereto) if no Securities of any series Outstanding are subject to
     repurchase at the option of Holders (I) U.S. Government Obligations
     (denominated in the same currency or units of currency in which such
     Securities are payable) which through the payment of interest and principal
     in respect thereof in accordance with their terms will provide not later
     than one day before the Stated Maturity or Redemption Date, as the case may
     be, money in an


                                       23
<Page>

     amount, or (II) a combination of money or U.S. Government Obligations as
     provided in (I) above, in each case, sufficient to pay and discharge the
     entire indebtedness on such Securities not theretofore delivered to the
     Trustee for cancellation, for principal (and premium, if any) and interest,
     if any, to the date of such deposit (in the case of Securities which have
     become due and payable) or to the Stated Maturity or Redemption Date, as
     the case may be;

          (2) the Issuer or any Guarantor has paid or caused to be paid all
     other sums payable hereunder by the Issuer; and

          (3) the Issuer has delivered to the Trustee an Officers' Certificate
     and an Opinion of Counsel, each stating that all conditions precedent
     herein provided for relating to the satisfaction and discharge of this
     Indenture have been complied with.

          Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Issuer to the Trustee under Section 607, the obligations of
the Trustee to any Authenticating Agent under Section 614 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of clause (1) of
this Section or if money or U.S. Government Obligations shall have been
deposited with or received by the Trustee pursuant to Section 403, the
obligations of the Trustee under Section 402 and the last paragraph of Section
1003 shall survive.

SECTION 402.  APPLICATION OF TRUST MONEY.

          (a) Subject to the provisions of the last paragraph of Section 1003,
all money or U.S. Government Obligations deposited with the Trustee pursuant to
Section 401, 403 or 1008 and all money received by the Trustee in respect of
U.S. Government Obligations deposited with the Trustee pursuant to Section 401,
403 or 1008, shall be held in trust and applied by it, in accordance with the
provisions of the Securities and this Indenture, to the payment, either directly
or through any Paying Agent (including the Issuer acting as its own Paying
Agent) to the persons entitled thereto, of the principal (and premium, if any)
and interest, if any, for whose payment such money has been deposited with or
received by the Trustee or to make mandatory sinking fund payments or analogous
payments as contemplated by Section 401, 403 or 1008.

          (b) The Issuer shall pay and shall indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against U.S. Government
Obligations deposited pursuant to Section 401, 403 or 1008 or the interest and
principal received in respect of such obligations other than any payable by or
on behalf of Holders.

          (c) The Trustee shall deliver or pay to the Issuer or any Guarantor,
as applicable, from time to time upon Company Request any U.S. Government
Obligations or money held by it as provided in Section 401, 403 or 1008 which,
in the opinion of a nationally recognized firm of independent certified public
accountants expressed in a written certification thereof delivered to the
Trustee, are then in excess of the amount thereof which then would have been
required to be deposited for the purpose for which such U.S. Government
Obligations or money was deposited or received. This provision shall not
authorize the sale by the Trustee of any U.S. Government Obligations held under
this Indenture.


                                       24
<Page>

SECTION 403.  SATISFACTION, DISCHARGE AND DEFEASANCE OF SECURITIES
              OF ANY SERIES.

          The Issuer shall be deemed to have paid and discharged the entire
indebtedness on all the Outstanding Securities of any series (and any Guarantor
shall be deemed to have been discharged from its obligations with respect to
such Securities) on the 91st day after the date of the deposit referred to in
subparagraph (e) hereof, and the provisions of this Indenture, as it relates to
such Outstanding Securities of such series, shall no longer be in effect (and
the Trustee, at the expense of the Issuer, shall at Company Request execute
proper instruments acknowledging the same), except as to:

          (a) the rights of Holders of Securities of such series to receive,
     from the trust funds described in subparagraph (e) hereof, (i) payment of
     the principal of (and premium, if any) and each installment of principal of
     (and premium, if any) or interest, if any, on the Outstanding Securities of
     such series on the Stated Maturity of such principal or installment of
     principal or interest or to and including the Redemption Date irrevocably
     designated by the Issuer pursuant to subparagraph (i) hereof and (ii) the
     benefit of any mandatory sinking fund payments applicable to the Securities
     of such series on the day of which such payments are due and payable in
     accordance with the terms of this Indenture and the Securities of such
     series;

          (b) the Issuer's and any Guarantor's obligations with respect to such
     Securities of such series under Sections 305, 306, 1002 and 1003, if the
     Issuer shall have irrevocably designated a Redemption Date pursuant to
     subparagraph (i) hereof, Sections 1101, 1104 and 1106 as they apply to such
     Redemption Date;

          (c) the Issuer's obligations with respect to the Trustee under Section
     607; and

          (d) the rights, powers, trust and immunities of the Trustee hereunder
     and the duties of the Trustee under Section 402 and, if the Issuer shall
     have irrevocably designated a Redemption Date pursuant to subparagraph (i)
     hereof, Article Eleven and the duty of the Trustee to authenticate
     Securities of such series on registration of transfer or exchange;

PROVIDED that, the following conditions shall have been satisfied:

          (e) the Issuer or any Guarantor has deposited or caused to be
     irrevocably deposited (except as provided in Section 402(c) and the last
     paragraph of Section 1003) with the Trustee as trust funds in trust,
     specifically pledged as security for, and dedicated solely to, the benefit
     of the Holders of the Securities of such series, (i) money, in the currency
     or units of currency in which such Securities are payable, in an amount, or
     (ii) (except as provided in a supplemental indenture with respect to such
     series) if Securities of such series are not subject to repurchase at the
     option of Holders, (A) U.S. Government Obligations (denominated in the same
     currency or units of currency in which such Securities are payable) which
     through the payment of interest and principal in respect thereof in
     accordance with their terms will provide not later than one day before the
     due date of any payment referred to in clause (x) or (y) of this
     subparagraph (e) money in an amount or (B) a combination thereof,
     sufficient, in the opinion of a


                                       25
<Page>

     nationally recognized firm of independent certified public accountants
     expressed in a written certification thereof delivered to the Trustee, to
     pay and discharge (x) the principal of (and premium, if any) and each
     installment of principal (and premium, if any) and interest, if any, on the
     Outstanding Securities of such series on the Stated Maturity of such
     principal or installment of principal or interest or to and including the
     Redemption Date irrevocably designated by the Issuer pursuant to
     subparagraph (i) hereof and (y) any mandatory sinking fund payments
     applicable to the Securities of such series on the day on which such
     payments are due and payable in accordance with the terms of this Indenture
     and of the Securities of such series;

          (f) the Issuer has delivered to the Trustee an Opinion of Counsel to
     the effect that such provision would not cause any Outstanding Securities
     of such series then listed on any national securities exchange to be
     delisted as a result thereof;

          (g) no Event of Default or event which with notice or lapse of time
     would become an Event of Default (including by reason of such deposit) with
     respect to the Securities of such series shall have occurred and be
     continuing on the date of such deposit or during the period ending on the
     91st day after such date;

          (h) the Issuer has delivered to the Trustee an unqualified opinion, in
     form and substance satisfactory to the Trustee, of independent counsel
     selected by the Issuer and satisfactory to the Trustee to the effect that
     (i) Holders of the securities will not recognize income, gain or loss for
     Federal income tax purposes as a result of the deposit, defeasance and
     discharge and will be subject to Federal income tax on the same amounts and
     in the same manner and at the same times as would have been the case if
     that deposit, defeasance and discharge had not occurred and (ii) the
     defeasance trust is not, or is registered as, an investment company under
     the Investment Company Act of 1940;

          (i) if the Issuer or any Guarantor has deposited or caused to be
     deposited money or U.S. Government Obligations to pay or discharge the
     principal of (and premium, if any) and interest, if any, on the Outstanding
     Securities of a series to and including a Redemption Date on which all of
     the Outstanding Securities of such series are to be redeemed, such
     Redemption Date shall be irrevocably designated by a Board Resolution
     delivered to the Trustee on or prior to the date of deposit of such money
     or U.S. Government Obligations, and such Board Resolution shall be
     accompanied by an irrevocable Company Request that the Trustee give notice
     of such redemption in the name and at the expense of the Issuer not less
     than 30 nor more than 60 days prior to such Redemption Date in accordance
     with Section 1104;

          (j) the Issuer has delivered to the Trustee an Officers' Certificate
     and an Opinion of Counsel, each stating that all conditions precedent
     herein provided for relating to the satisfaction and discharge of the
     Securities have been complied with; and

          (k) in the case of an election by the Issuer to exercise its rights
     under either Section 401 or Section 403, the Issuer shall have delivered to
     the Trustee an Opinion of Counsel to the effect that (i) payments from the
     defeasance trust will be free and exempt


                                       26
<Page>

     from any and all withholding and other taxes imposed or levied by or on
     behalf of Canada or any political subdivision thereof having the power to
     tax, and (ii) Holders of the Securities of such series will not recognize
     any income, gain or loss for Canadian income tax and other Canadian tax
     purposes as a result of such deposit and defeasance or covenant defeasance,
     as applicable, and will be subject to Canadian income tax and other
     Canadian tax on the same amounts, in the same manner and at the same times
     as would have been the case if such deposit and defeasance or defeasance,
     as applicable, had not occurred.


                                  ARTICLE FIVE

                                    REMEDIES

SECTION 501.  EVENTS OF DEFAULT.

          "EVENT OF DEFAULT", wherever used herein with respect to Securities of
any series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be affected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

          (1) default in the payment of any interest upon any Security of that
     series when it becomes due and payable, and continuance of such default for
     a period of 30 days; or

          (2) default in the payment of the principal of (or premium, if any,
     on) any Security of that series at its Maturity; or

          (3) default in the payment of any sinking fund installment, when and
     as due by the terms of a Security of that series; or

          (4) default in the performance, or breach, of any covenant or warranty
     of the Issuer, UtiliCorp or any other Guarantor in this Indenture (other
     than a covenant or warranty a default in whose performance or whose breach
     is elsewhere in this Section specifically dealt with or which has expressly
     been included in this Indenture solely for the benefit of series of
     Securities other than that series), and continuance of such default or
     breach for a period of 60 days after there has been given, by registered or
     certified mail, to the Issuer, UtiliCorp or any other Guarantor, as the
     case may be, by the Trustee or to the Issuer and the Trustee by the Holders
     of at least 25% in principal amount of the Outstanding Securities of that
     series a written notice specifying such default or breach and requiring it
     to be remedied and stating that such notice is a "NOTICE OF DEFAULT"
     hereunder; or

          (5) any Guarantee shall for any reason cease to be, or shall for any
     reason be asserted in writing by any Guarantor or the Issuer not to be, in
     full force and effect and enforceable in accordance with its terms except
     to the extent contemplated by this Indenture and any such Guarantee; or


                                       27
<Page>

          (6) a default under any bond, debenture, note or other evidence of
     indebtedness for money borrowed by the Issuer, UtiliCorp, or any other
     Guarantor (including a default with respect to Securities of any series
     other than that series) or under any mortgage, indenture or instrument
     under which there may be issued or by which there may be secured or
     evidenced any indebtedness for money borrowed by the Issuer, UtiliCorp or
     any other Guarantor (including this Indenture), whether such indebtedness
     now exists or shall hereafter be created which default shall have resulted
     in such indebtedness in an aggregate principal amount exceeding $10,000,000
     becoming or being declared due and payable prior to the date on which it
     would otherwise have become due and payable, without such acceleration
     having been rescinded or annulled within a period of 30 days after there
     shall have been given, by registered or certified mail, to the Issuer by
     the Trustee or to the Issuer and the Trustee by the Holders of at least 10%
     in principal amount of the Outstanding Securities of that series a written
     notice specifying such default and requiring the Issuer to cause such
     acceleration to be rescinded or annulled and stating that such notice is a
     "Notice of Default" hereunder; or

          (7) the entry by a court having jurisdiction in the premises of (A) a
     decree or order for relief in respect of the Issuer, UtiliCorp, or any
     other Guarantor in an involuntary case or proceeding under any applicable
     Federal or State bankruptcy, insolvency, reorganization or other similar
     law or (B) a decree or order adjudging the Issuer, UtiliCorp, or any other
     Guarantor a bankrupt or insolvent, or approving as properly filed a
     petition seeking reorganization, arrangement, adjustment or composition of
     or in respect of the Issuer, UtiliCorp, or any other Guarantor under
     applicable United States Federal or State law, appointing a custodian,
     receiver, liquidator, assignee, trustee, sequestrator or other similar
     official of the Issuer, UtiliCorp, or any other Guarantor or of any
     substantial part of its property, or ordering the winding up or liquidation
     of its affairs, and, the continuance of any such decree or order for relief
     or any such other decree or order unstayed and in effect for a period of 60
     consecutive days; or

          (8) the commencement by the Issuer, UtiliCorp, or any other Guarantor
     of a voluntary case or proceeding under any applicable Federal or State
     bankruptcy, insolvency or other similar law or of any other case or
     proceeding to be adjudicated a bankrupt or insolvent, or the consent by it
     to the entry of a decree or order for relief in respect of the Issuer,
     UtiliCorp, or any other Guarantor in an involuntary case or proceeding
     under any applicable Federal or State bankruptcy, insolvency,
     reorganization or other similar law or to the commencement of any
     bankruptcy or insolvency case or proceeding against it, or the filing by it
     of a petition or answer or consent seeking reorganization or relief under
     any applicable Federal or State law, or the consent by it to the filing of
     such petition or to the appointment of or taking possession by a custodian,
     receiver, liquidator, assignee, trustee, sequestrator or similar official
     of the Issuer, UtiliCorp, or any other Guarantor or of any substantial part
     of its property, or the making by it of an assignment for the benefit of
     creditors, or the admission by it in writing of its inability to pay its
     debts generally as they become due, or the taking of corporate action by
     the Issuer, UtiliCorp, or any other Guarantor in furtherance of any such
     action; or


                                       28
<Page>


          (9) any other Event of Default provided in the supplemental indenture
     or provided in or pursuant to the Board Resolution under which such series
     of Securities is issued or in the form of Security for such series.

SECTION 502.  ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

          If an Event of Default with respect to Securities of any series at the
time Outstanding occurs and is continuing, then in every such case the Trustee
or the Holders of not less than 25% in aggregate principal amount of the
Outstanding Securities of that series may declare the principal amount (or, if
any of the Securities of that series are Original Issue Discount Securities,
such portion of the principal amount of such Securities as may be specified in
the terms thereof) of all of the Securities of that series to be due and payable
immediately, by a notice in writing to the Issuer (and to the Trustee if given
by Holders), and upon any such declaration such principal amount (or specified
amount) shall become immediately due and payable.

          At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of a majority in principal amount of the
Outstanding Securities of that series, by written notice to the Issuer and the
Trustee, may rescind and annul such declaration and its consequences if

          (1) the Issuer or any Guarantor has paid or deposited with the Trustee
     a sum sufficient to pay

               (A) all overdue interest, if any, on all Securities of that
          series,

               (B) the principal of and premium, if any, on any Securities of
          that series which have become due otherwise than by such declaration
          of acceleration and interest thereon at the rate or rates prescribed
          therefor in such Securities,

               (C) to the extent that payment of such interest is lawful,
          interest upon any overdue interest at the rate or rates prescribed
          therefor in such Securities, and

               (D) all sums paid or advanced by the Trustee hereunder and the
          reasonable compensation, expenses, disbursements and advances of the
          Trustee, its agents and counsel; and

          (2) all Events of Default with respect to Securities of that series,
     other than the non-payment of the principal of and accrued interest on
     Securities of that series which have become due solely by such declaration
     of acceleration, have been cured or waived as provided in Section 513.

No such rescission shall affect any subsequent default or impair any right
consequent thereon.

          For all purposes under this Indenture, if a portion of the principal
of any Original Issue Discount Securities shall have been accelerated and
declared due and payable pursuant to the provisions hereof, then, from and after
such declaration, unless such declaration has been


                                       29
<Page>


rescinded and annulled, the principal amount of such Original Issue Discount
Securities shall be deemed, for all purposes hereunder, to be such portion of
the principal thereof as shall be due and payable as a result of such
acceleration, and payment of such portion of the principal thereof as shall be
due and payable as a result of such acceleration, together with interest, if
any, thereon and all other amounts owing thereunder, shall constitute payment in
full of such Original Issue Discount Securities.

SECTION 503.  COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.

          The Issuer, UtiliCorp, and any other Guarantor covenants that if

          (1) default is made in the payment of any interest on any Security
     when such interest becomes due and payable and such default continues for a
     period of 30 days, or

          (2) default is made in the payment of the principal of or premium, if
     any, on any Security at the Maturity thereof,

the Issuer, UtiliCorp, or any other Guarantor will, upon written demand of the
Trustee, pay to it, for the benefit of the Holders of such Securities, the whole
amount then due and payable on such Securities for principal (and premium, if
any) and interest, if any, and, to the extent that payment of such interest
shall be legally enforceable, interest and on any overdue principal (and
premium, if any) and on any overdue interest, at the rate or rates prescribed
therefor in such Securities, and, in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.

          If the Issuer, UtiliCorp, or any other Guarantor fails to pay such
amounts forthwith upon such demand, the Trustee, in its own name and as trustee
of an express trust, may institute a judicial proceeding for the collection of
the sums so due and unpaid, may prosecute such proceeding to judgment or final
decree and may enforce the same against the Issuer, UtiliCorp, any other
Guarantor, or any other obligor upon such Securities and collect the moneys
adjudged or decreed to be payable in the manner provided by law out of the
property of the Issuer, UtiliCorp, any other Guarantor, or any other obligor
upon such Securities, wherever situated.

          If any Event of Default with respect to Securities of any series
occurs and is continuing, the Trustee may in its discretion proceed to protect
and enforce its rights and the rights of the Holders of Securities of such
series by such appropriate judicial proceedings as the Trustee shall deem most
effectual to protect and enforce any such rights.

SECTION 504.  TRUSTEE MAY FILE PROOFS OF CLAIM.

          In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Issuer, UtiliCorp, any other Guarantor, or
any other obligor upon the Securities or the property of the Issuer, UtiliCorp,
any other Guarantor or of such other obligor or their creditors, the Trustee
(irrespective of whether the principal of the Securities shall then be due and
payable as therein expressed or by declaration or otherwise and irrespective of
whether the Trustee shall have made


                                       30
<Page>

any demand on the Issuer, UtiliCorp, or any other Guarantor for the payment of
overdue principal or interest) shall be entitled and empowered, by intervention
in such proceeding or otherwise,

          (1) to file and prove a claim for the whole amount of principal (and
     premium, if any) and interest owing and unpaid in respect of the Securities
     and to file such other papers or documents as may be necessary or advisable
     in order to have the claims of the Trustees (including any claim for the
     reasonable compensation, expenses, disbursements and advances of the
     Trustee, its agents and counsel) and of the Holders allowed in such
     judicial proceeding, and

          (2) to collect and receive any moneys or other property payable or
     deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 607.

          Nothing herein contained shall be deemed to authorize the Trustee, to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

SECTION 505.  TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.

          All rights of action and claims under this Indenture or the Securities
may be prosecuted and enforced by the Trustee without the possession of any of
the Securities or the production thereof in any proceeding relating thereto, and
any such proceeding instituted by the Trustee shall be brought in its own name
as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

SECTION 506.  APPLICATION OF MONEY COLLECTED.

          Any money collected by the Trustee pursuant to this Article shall be
applied in the following order with respect to the Securities of any series, at
the date or dates fixed by the Trustee and in case of the distribution of such
money an account of principal (or premium, if any) or interest, upon
presentation of the Securities and the notation thereon of the payment if only
partially paid and upon surrender thereof if fully paid:

          FIRST: To the payment of all amounts due the Trustee under Section
     607;

          SECOND: In case the principal and premium, if any, of the Securities
     of such series in respect of which moneys have been collected shall not
     have become and be then


                                       31
<Page>

     due and payable, to the payment of interest, if any, on the Securities of
     such series in default in the order of the maturity of the installments of
     such interest, with interest (to the extent that such interest has been
     collected by the Trustee and to the extent permitted by law) upon the
     overdue installments of interest at the rate prescribed therefor in such
     Securities such payments to be made ratably to the Persons entitled
     thereto, without discrimination or preference;

          THIRD: In case the principal or premium, if any, of the Securities of
     such series in respect of which moneys have been collected shall have
     become and shall be then due and payable, to the payment of the whole
     amount then owing and unpaid upon all the Securities of such series for
     principal and premium, if any, and interest, if any, with interest upon the
     overdue principal and premium, if any, and (to the extent that such
     interest has been collected by the Trustee and to the extent permitted by
     law) upon overdue installments of interest at the rate prescribed therefor
     in the Securities of such series; and in case such moneys shall be
     insufficient to pay in full the whole amount so due and unpaid upon the
     Securities of such series, then to the payment of such principal and any
     premium and interest, without preference or priority of principal over
     interest, or of interest over principal or premium, or of any installment
     of interest over any other installment of interest, or of any Security of
     such series over any other Security of such series, ratably to the
     aggregate of such principal and any premium and accrued and unpaid
     interest; and

          FOURTH: To the payment of the remainder, if any, to the Issuer or any
     other Person lawfully entitled thereto.

SECTION 507.  LIMITATION ON SUITS.

          No Holder of any Security of any series shall have any right to
institute any proceeding, judicial or otherwise, with respect to this Indenture,
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless

          (1) such Holder has previously given written notice to the Trustee of
     a continuing Event of Default with respect to the Securities of that
     series;

          (2) the Holders of not less than 25% in principal amount of the
     Outstanding Securities of that series shall have made written request to
     the Trustee to institute proceedings in respect of such Event of Default in
     its own name as Trustee hereunder;

          (3) such Holder or Holders have offered, to the Trustee reasonable
     indemnity against the costs, expenses and liabilities to be incurred in
     compliance with such request;

          (4) the Trustee for 60 days after its receipt of such notice, request
     and offer of indemnity has failed to institute any such proceeding; and

          (5) no direction inconsistent with such written request has been given
     to the Trustee during such 60-day period by the Holders of a majority in
     principal amount of the Outstanding Securities of that series;


                                       32
<Page>


it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all such
Holders.

SECTION 508.  UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND
              INTEREST.

          Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of (and premium, if any) and (subject to
Section 307) interest, if any, on such Security on the Stated Maturity or
Maturities expressed in such Security (or in the case of redemption, on the
Redemption Date) and to institute suit for the enforcement of any such payment,
and such rights shall not be impaired without the consent of such Holder.

SECTION 509.  RESTORATION OF RIGHTS AND REMEDIES.

          If the Trustee or any Holder has instituted any proceeding to enforce
any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case, subject to any
determination in such proceeding, the Issuer, UtiliCorp, any other Guarantor,
the Trustee and the Holders shall be restored severally and respectively to
their former positions hereunder and thereafter all rights and remedies of the
Trustee and the Holders shall continue as though no such proceeding had been
instituted.

SECTION 510.  RIGHTS AND REMEDIES CUMULATIVE.

          Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities in the last paragraph
of Section 306, no right or remedy herein conferred upon or reserved to the
Trustee or to the Holders is intended to be exclusive of any other right or
remedy, and every right and remedy shall to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.

SECTION 511.  DELAY OR OMISSION NOT WAIVER.

          No delay or omission of the Trustee or of any Holder of any Securities
to exercise any right or remedy accruing upon any Event of Default shall impair
any such right or remedy or constitute a waiver of any such Event of Default or
an acquiescence therein. Every right and remedy given by this article or by law
to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders, as the case
may be.


                                       33
<Page>

SECTION 512.  CONTROL BY HOLDERS.

          The Holders of a majority in principal amount of the Outstanding
Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, with respect to the
Securities of such series, provided that

          (1) such direction shall not be in conflict with any rule of law or
     with this Indenture, and

          (2) The Trustee may take any other action deemed proper by the Trustee
     which is not inconsistent with such direction.

SECTION 513.  WAIVER OF PAST DEFAULTS.

          The Holders of not less than a majority in aggregate principal amount
of the Outstanding Securities of any series may on behalf of the Holders of all
the Securities of such series waive any past default hereunder with respect to
such series and its consequences except a default

          (1) in the payment of the principal of or premium, if any, or
     interest, if any, on any Security of such series, or

          (2) in respect of a covenant or provision hereof which under Article
     Nine cannot be modified or amended without the consent of the Holder of
     each Outstanding Security of such series affected.

          Upon any such waiver, such default shall cease to exist and any Event
of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon.

SECTION 514.  UNDERTAKING FOR COSTS.

          All parties to this Indenture agree, and each Holder of any Security
by his acceptance thereof shall be deemed to have agreed, that any court may in
its discretion require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any action taken or
omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Holder, or group of Holders, holding in
the aggregate more than 10% in principal amount of the Outstanding Securities of
any series, or to any suit instituted by any Holder for the enforcement of the
payment of the principal of or premium, if any, or interest, if any, on any
Security on or after the Stated maturity or Maturities expressed in such
Security (or, in the case of redemption, on or after the Redemption Date).


                                       34
<Page>

SECTION 515.  WAIVER OF STAY OR EXTENSION LAWS.

          The Issuer covenants (to the extent that it may lawfully do so) that
it will not at any time insist upon, or plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay or extension law wherever enacted,
now or at any time hereafter in force, which may affect the covenants or the
performance of this Indenture; and the Issuer (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law
and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.


                                  ARTICLE SIX

                                   THE TRUSTEE

SECTION 601.  CERTAIN DUTIES AND RESPONSIBILITIES.

          (a) Except during the continuance of an Event of Default with respect
     to the Securities of any series,

          (1) the Trustee undertakes to perform such duties and only such duties
     as are specifically set forth in this Indenture, and no implied covenants
     or obligations shall be read into this Indenture against the Trustee; and

          (2) in the absence of bad faith on its part, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein, upon certificates or opinions furnished to
     the Trustee and conforming to the requirements of this Indenture; but in
     the case of any such certificates or opinions which by any provision hereof
     are specifically required to be furnished to the Trustee, the Trustee shall
     be under a duty to examine the same to determine whether or not they
     conform to the requirements of this Indenture.

          (b) In case an Event of Default has occurred and is continuing, the
     Trustee shall exercise such of the rights and powers vested in it by this
     Indenture, and use the same degree of care and skill in their exercise, as
     a prudent person would exercise or use under the circumstances in the
     conduct of such person's own affairs.

          (c) No provision of this Indenture shall be construed to relieve the
     Trustee from liability for its own negligent action, its own negligent
     failure to act, or its own willful misconduct, except that:

          (1) this Subsection shall not be construed to limit the effect of
     Subsection (a) of this Section;

          (2) the Trustee shall not be liable for any error of judgment made in
     good faith by a Responsible Officer, unless it shall be proved that the
     Trustee was negligent in ascertaining the pertinent facts;


                                       35
<Page>

          (3) the Trustee shall not be liable with respect to any action taken
     or omitted to be taken by it in good faith in accordance with the direction
     of the Holders of a majority in principal amount of the Outstanding
     Securities of any series, determined as provided in Section 512, relating
     to the time, method and place of conducting any proceeding for any remedy
     available to the Trustee, or exercising any trust or power conferred upon
     the Trustee, under this Indenture with respect to the Securities of such
     series; and

          (4) no provision of this Indenture shall require the Trustee to expend
     or risk its own funds or otherwise incur any financial liability in the
     performance of any of its duties hereunder, or in the exercise of any of
     its rights or powers, if it shall have reasonable grounds for believing
     that repayment of such funds or adequate indemnity against such risk or
     liability is not reasonably assured to it.

          (d) Whether or not therein expressly so provided, every provision of
     this Indenture relating to the conduct or affecting the liability of or
     affording protection to the Trustee shall be subject to the provisions of
     this Section.

SECTION 602.  NOTICE OF DEFAULTS.

          Within 90 days after the occurrence of any default hereunder with
respect to the Securities of any series, the Trustee shall transmit by mail to
all Holders of Securities of such series, as their names and addresses appear in
the Security Register, notice of such default hereunder known to the Trustee,
unless such default shall have been cured or waived; PROVIDED, HOWEVER, that,
except in the case of a default in the payment of the principal of (or premium,
if any) or interest, if any, on any security of such series or in the payment of
any sinking fund installment with respect to Securities of such series, the
Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee or a trust committee of directors or
Responsible Officers of the Trustee in good faith determine that the withholding
of such notice is in the interest of the Holders of Securities of such series;
and PROVIDED, FURTHER, that in the case of any default of the character
specified in Section 501(4) with respect to Securities of such series, no such
notice to Holders shall be given until at least 30 days after the occurrence
thereof. For the purpose of this Section, the term "default" means any event
which is, or after notice or lapse of time or both would become, an Event of
Default with respect to Securities of such series.

SECTION 603.  CERTAIN RIGHTS OF TRUSTEE.

          Subject to the provisions of Section 601:

          (a) the Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document believed by it
to be genuine and to have been signed or presented by the proper party or
parties;

          (b) any request or direction of the Issuer or any Guarantor mentioned
herein shall be sufficiently evidenced by a Company Request or Company Order or
as otherwise



                                       36
<Page>


expressly provided herein and any resolution of the Board of Directors may be
sufficiently evidenced by a Board Resolution;

          (c) whenever in the administration of this Indenture the Trustee shall
deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence
be herein specifically prescribed) may, in the absence of bad faith on its part,
rely upon an Officers' Certificate;

          (d) the Trustee may consult with counsel and the written advice of
such counsel or any Opinion of Counsel shall be full and complete authorization
and protection in respect of any action taken, suffered or omitted by it
hereunder in good faith and in reliance thereon;

          (e) the Trustee shall be under no obligation to expend or risk its own
funds or to exercise, at the request or direction of any of the Holders, any of
the rights or powers vested in it by this Indenture pursuant to this Indenture,
unless such Holders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which might be incurred by
it in compliance with such request or direction;

          (f) the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document, but the
Trustee, in its discretion, may make such further inquiry or investigation into
such facts or matters as it may see fit, and, if the Trustee shall determine to
make such further inquiry or investigation, it shall be entitled upon reasonable
request to examine the books, records and premises of the Issuer, personally or
by agent or attorney; and

          (g) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it
hereunder.

SECTION 604.  NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

          The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Issuer, and neither the Trustee nor any Authenticating Agent assumes any
responsibility for their correctness. The Trust makes no representations as to
the validity or sufficiency of this Indenture or of the Securities. Neither the
Trustee nor any Authenticating Agent shall be accountable for the use or
application by the Issuer of Securities or the proceeds thereof.

SECTION 605.  MAY HOLD SECURITIES.

          The Trustee, any Authenticating Agent, any paying Agent, any Security
Registrar or any other agent of the Issuer, UtiliCorp or any other Guarantor in
its individual or any other capacity, may become the owner or pledgee of
Securities and, subject to Sections 608 and 613, may otherwise deal with the
Issuer, UtiliCorp or any other Guarantor with the same rights it



                                       37
<Page>

would have if it were not Trustee, Authenticating Agent, Paying Agent, Security
Registrar or such other agent.

SECTION 606.  MONEY HELD IN TRUST.

          Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law. The Trustee shall be
under no liability for interest on any money received by it hereunder except as
otherwise agreed with the Issuer.

SECTION 607.  COMPENSATION AND REIMBURSEMENT.

          The Issuer agrees

          (1) to pay to the Trustee from time to time such compensation as is
     agreed upon in writing, or, if no such agreement exists, reasonable
     compensation for all services rendered by it hereunder (which compensation
     shall not be limited by any provision of law in regard to the compensation
     of a trustee of an express trust);

          (2) except as otherwise expressly provided herein, to reimburse the
     Trustee upon its request for all reasonable expenses, disbursements and
     advances incurred or made by the Trustee in accordance with any provision
     of this Indenture (including the reasonable compensation and the expenses
     and disbursements of its agents and counsel, which compensation, expenses
     and disbursements shall be set forth in sufficient detail), except any such
     expense, disbursement or advance as may be attributable to its negligence
     or bad faith; and

          (3) to indemnify the Trustee for, and to hold it harmless against, any
     loss, liability or expense incurred without negligence or bad faith on its
     part, arising out of or in connection with the acceptance or administration
     of the trust or trusts hereunder, including the costs and expenses of
     defending itself against any claim or liability in connection with the
     exercise or performance of, any of its powers or duties hereunder.

SECTION 608.  DISQUALIFICATION; CONFLICTING INTERESTS.

          (1) The Trustee for the Securities of any series issued hereunder
shall be subject to the provisions of Section 310(b) of the Trust Indenture Act
during the period of time provided for therein. In determining whether the
Trustee has a conflicting interest as defined in Section 310(b) of the Trust
Indenture Act with respect to the Securities of any series, there shall be
excluded for purposes of the conflicting interest provisions of such Section
310(b) the Securities of every other series issued under this Indenture. Nothing
herein shall prevent the Trustee from filing with the Commission the application
referred to in the second to last paragraph of Section 310(b) of the Trust
Indenture Act.

SECTION 609.  CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

          There shall at all times be a Trustee hereunder which shall be a
corporation organized and doing business under the laws of the United States of
America, any state thereof or the District of Columbia, authorized under such
laws to exercise corporate trust powers,



                                       38
<Page>

having a combined capital and surplus of at least $50,000,000 and subject to
supervision or examination by Federal or State authority. If such corporation
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.

SECTION 610.  RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

          (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 611.

          (b) The Trustee may resign at any time with respect to the Securities
of one or more series by giving written notice thereof to the Issuer, specifying
the day upon which the resignation is to take effect. If the instrument of
acceptance by a successor Trustee required by Section 611 shall not have been
delivered to the Trustee within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

          (c) The Trustee may be removed at any time with respect to the
Securities of any series by Act of the Holders of a majority in principal amount
of the Outstanding Securities of such series, delivered to the Trustee and to
the Issuer.

          (d) If at any time:

          (1) the Trustee shall fail to comply with Section 310(b) of the Trust
     Indenture Act pursuant to Section 608 with respect to any series of
     Securities after written request therefor by the Issuer or by any Holder
     who has been a bona fide Holder of a Security for at least six months, or

          (2) the Trustee shall cease to be eligible under Section 609 and shall
     fail to resign after written request therefor by the Issuer or by any such
     Holder, or

          (3) the Trustee shall become incapable of acting or shall be adjudged
     a bankrupt or insolvent or a receiver of the Trustee or of its property
     shall be appointed or any public officer shall take charge or control of
     the Trustee or of its property or affairs for the purpose of
     rehabilitation, conservation or liquidation,

then, in any such case, (i) the Issuer by a Board Resolution may remove the
Trustee with respect to all Securities, or (ii) subject to Section 514, any
Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee or Trustees.


                                       39
<Page>

          (e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, with
respect to the Securities of one or more series, the Issuer, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more
or all of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series) and shall comply with the
applicable requirements of Section 611. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Issuer and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of Section
611, become the successor Trustee with respect to the Securities of such series
and to that extent supersede the successor Trustee appointed by the Issuer. If
no successor Trustee with respect to the Securities of any series shall have
been so appointed by the Issuer or the Holders and accepted appointment in the
manner required by Section 611, any Holder who has been a bona fide Holder of a
Security of such series for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such
series.

          (f) The Issuer shall give notice of each resignation and each removal
of the Trustee with respect to the Securities of any series and each appointment
of a successor Trustee with respect to the Securities of any series by mailing
written notice of such event by first-class mail, postage prepaid, to all
Holders of Securities of such series as their names and addresses appear in the
Security Register. Each notice shall include the name of the successor Trustee
with respect to the Securities of such series and the address of its Corporate
Trust Office.

SECTION 611.  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

          (a) In case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Issuer and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on the request
of the Issuer or the successor Trustee, such retiring Trustee shall, upon
payment of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder.

          (b) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Issuer, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of



                                       40
<Page>


such successor Trustee relates, (2) if the retiring Trustee is not retiring with
respect to all Securities, shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
as to which the retiring Trustee is not retiring shall continue to be vested in
the retiring Trustee, and (3) shall add to or change any of the provisions of
this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustee's co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; but, on request of
the Issuer or any successor trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.

          (c) Upon request of any such successor Trustee, the Issuer shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts referred
to in paragraph (a) or (b) of this Section, as the case may be.

          (d) No successor Trustee shall accept its appointment unless at the
time of such acceptance such successor Trustee shall be qualified and eligible
under this Article.

SECTION 612.  MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

          Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, PROVIDED such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.

SECTION 613.  PREFERENTIAL COLLECTION OF CLAIMS AGAINST ISSUER.

          If and when the Trustee shall be or become a creditor of the Issuer
(or any other obligor upon the Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against
the Issuer (or any such other obligor).


                                       41
<Page>


SECTION 614.  AUTHENTICATING AGENTS.

          From time to time the Trustee, in its sole discretion, may appoint one
or more Authenticating Agents with respect to one or more series of Securities
with power to act on the Trustee's behalf and subject to its direction in the
authentication and delivery of Securities of such series or in connection with
transfers and exchanges under Sections 304, 305, 306, and 1107 as fully to all
intents and purposes as though the Authenticating Agent had been expressly
authorized by those Sections of this Indenture to authenticate and deliver
Securities of such series. For all purposes of this Indenture, the
authentication and delivery of Securities by an Authenticating Agent pursuant to
this Section shall be deemed to be authentication and delivery of such
Securities "by the Trustee." Each such Authenticating Agent shall be acceptable
to the Issuer and shall at all times be a corporation organized and doing
business under the laws of the United States, any State thereof or the District
of Columbia, authorized under such laws to exercise corporate trust powers,
having a combined capital and surplus of at least $50,000,000 and subject to
supervision or examination by Federal, State or District of Columbia authority.
If such corporation publishes reports of condition at least annually pursuant to
law or the requirements of such authority, then for the purposes of this Section
the combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time an Authenticating Agent shall cease to be eligible
in accordance with the provisions of this Section, such Authenticating Agent
shall resign immediately in the manner and with the effect specified in this
Section.

          Any corporation into which any Authenticating Agent may be merged or
with which it may be consolidated, or any corporation resulting from any merger
or consolidation, or to which any Authenticating Agent shall be a party, or any
corporation succeeding to the corporate trust business of any Authenticating
Agent, shall be the successor of the Authenticating Agent hereunder, if such
successor corporation is otherwise eligible under this Section, without the
execution or filing of any paper or any further act on the part of the parties
hereto or the Authenticating Agent or such successor corporation.

          An Authenticating Agent may resign at any time by giving written
notice of resignation to the Trustee and to the Issuer. The Trustee may at any
time terminate the agency of any Authenticating Agent by giving written notice
of termination to such Authenticating Agent and to the Issuer. Upon receiving
such a notice of resignation or upon such a termination, or in case at any time
any Authenticating Agent shall cease to be eligible under this Section, the
Trustee may appoint a successor Authenticating Agent which shall be acceptable
to the Issuer and shall mail notice of such appointment to all Holders of
Securities of the series with respect to which such Authenticating Agent will
serve, as the names and addresses of such Holders appear on the Security
Register. Any successor Authenticating Agent, upon acceptance of its appointment
hereunder, shall become vested with all the rights, powers and duties of its
predecessor hereunder, with like effect as if originally named as an
Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section.

          The Issuer agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section.


                                       42
<Page>


          The Trustee shall incur no liability for the appointment of any
Authenticating Agent with respect to the Securities of one or more series or for
any misconduct or negligence of such Authenticating Agent, including without
limitation, its authentication of the Securities upon original issuance or
pursuant to Section 306. In the event the Trustee does incur liability for any
such misconduct or negligence of the Authenticating Agent, the Issuer agrees to
indemnify the Trustee for, and hold it harmless against, any such liability,
including the costs and expenses of defending itself against any liability in
connection with such misconduct or negligence of the Authenticating Agent.

          If an appointment with respect to one or more series of Securities is
made pursuant to this Section, the Securities of such series may have endorsed
thereon, in addition to the Trustee's certificate of authentication, an
alternate certificate of authentication in the following form:

          This is one of the Securities of the series designated herein referred
to in the within-mentioned indenture.

                                       By    Bank One Trust Company, N.A.
                                           --------------------------------
                                                       As Trustee


                                       By
                                           --------------------------------
                                                 As Authenticating Agent


                                       By
                                           --------------------------------
                                                   Authorized Officer


                                 ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND ISSUER

SECTION 701.  ISSUER TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.

          The Issuer will furnish or cause to be furnished to the Trustee with
respect to the Securities of each series

          (a) semi-annually, not later than 15 days after each Regular Record
     Date, or, in the case of any series of Securities on which semi-annual
     interest is not payable, not more than 15 days after such semi-annual dates
     as may be specified by the Trustee, a list, in such form as the Trustee may
     reasonably require, of the names and addresses of the Holders as of such
     Regular Record Date or semi-annual date, as the case may be, and

          (b) at such other times as the Trustee may request in writing, within
     30 days after the receipt by the Issuer of any such request, a list of
     similar form and content as of


                                       43
<Page>


     a date not more than 15 days prior to the time such list is furnished;
     PROVIDED, HOWEVER, that so long as the Trustee is Security Registrar for
     any series of Securities, no such list shall be required to be furnished
     with respect to any such series.

SECTION 702.  PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

          (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 701 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 701 upon receipt of a new list so furnished.

          (b) if three or more Holders (herein referred to as "applicants")
apply in writing to the Trustee, and furnish to the Trustee reasonable proof
that each such applicant has owned a Security for a period of at least six
months preceding the date of such application, and such application states that
the applicants desire to communicate with other Holders with respect to their
rights under this Indenture or under the Securities and is accompanied by a copy
of the form of proxy or other communication which such applicants propose to
transmit, then the Trustee shall, within five business days after the receipt of
such application, at its election, either

          (i) afford such applicants access to the information preserved at the
     time by the Trustee in accordance with Section 702(a), or

          (ii) inform such applicants as to the approximate number of Holders
     whose names and addresses appear in the information preserved at the time
     by the Trustee in accordance with Section 702(a), and as to the approximate
     cost of mailing to such Holders the form of proxy or other communication,
     if any, specified in such application.

          If the Trustee shall elect not to afford such applicants access to
such information, the Trustee shall, upon the written request of such
applicants, mail to each Holder whose name and address appear in the information
preserved at the time by the Trustee in accordance with Section 702(a) a copy of
the form of proxy or other communication which is specified in such request,
with reasonable promptness after a tender to the Trustee of the material to be
mailed and of payment, or provision for the payment of the reasonable expenses
of mailing, unless within five days after such tender the Trustee shall mail to
such applicants and file with the Commission, together with a copy of the
material to be mailed, a written statement to the effect that, in the opinion of
the Trustee, such mailing would be contrary to the best interest of the Holders
or would be in violation of applicable law. Such written statement shall specify
the basis of such opinion. If the Commission, after opportunity for a hearing
upon the objections specified in the written statement so filed, shall enter an
order refusing to sustain any of such objections or if, after the entry of an
order sustaining one or more of such objections, the Commission shall find,
after notice and opportunity for hearing, that all the objections so sustained
have been met and shall enter an order so declaring, the Trustee shall mail
copies of such material to all such Holders with reasonable promptness after the
entry of such order and the renewal of such tender; otherwise the Trustee shall
be relieved of any obligation or duty to such applicants respecting their
application.


                                       44
<Page>

          (c) Every Holder of Securities, by receiving and holding the same,
agrees with the Issuer and the Trustee that neither the Issuer nor the Trustee
nor any agent of either of them shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the Holders
in accordance with Section 702(b), regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under Section 702(b).

SECTION 703.  REPORTS BY TRUSTEE.

          (a) The Trustee shall transmit to Holders such reports concerning the
Trustee and its actions under this Indenture as may be required pursuant to the
Trust Indenture Act at the times and in the manner provided pursuant thereto.

          (b) A copy of each such report shall, at the time of such transmission
to Holders, be filed by the Trustee with each stock exchange upon which any
Securities are listed, with the Commission and with the Issuer and the
Guarantor. The Issuer or the Guarantor will notify the Trustee promptly when any
Securities are listed on any national stock exchange or any delisting thereof.

SECTION 704.  REPORTS BY ISSUER.

          The Issuer shall:

          (1) file with the Trustee, within 15 days after the Issuer or any
     Guarantor is required to file the same with the Commission, copies of the
     annual reports and of the information, documents and other reports (or
     copies of such portions of any of the foregoing as the Commission may from
     time to time by rules and regulations prescribe) which the Issuer or any
     Guarantor may be required to file with the Commission pursuant to Section
     13 or Section 15(d) of the Securities Exchange Act of 1934; or, if the
     Issuer or any Guarantor is not required to file information, documents or
     reports pursuant to either of said Sections, then it shall file with the
     Trustee and the Commission, in accordance with rules and regulations
     prescribed from time to time by the Commission, such of the supplementary
     and periodic information, documents and reports which may be required
     pursuant to Section 13 of the Securities Exchange Act of 1934 in respect of
     a security listed and registered on a national securities exchange, as may
     be prescribed from tine to time in such rules and regulations; PROVIDED,
     HOWEVER, that the Issuer shall have no obligation to file such reports with
     the Trustee so long as (A) no Securities of any series are Outstanding or
     (B) UtiliCorp remains the Guarantor and it has provided to the Trustee such
     reports pursuant to that certain indenture between UtiliCorp and the
     Trustee (as successor to The First National Bank of Chicago) dated November
     1, 1990;

          (2) file with the Trustee and the Commission, in accordance with rules
     and regulations prescribed from time to time by the Commission, such
     additional information, documents and reports with respect to compliance by
     the Issuer or any Guarantor with the conditions and covenants of this
     Indenture, as may be required from time to time by such rules and
     regulations; and


                                       45
<Page>

          (3) transmit by mail to all Holders, as their names and addresses
     appear in the Security Register, within 30 days after the filing thereof
     with the Trustee, such summaries of any information, documents and reports
     required to be filed by the Issuer pursuant to paragraphs (1) and (2) of
     this Section, as may be required by rules and regulations prescribed from
     time to time by the Commission.


                                 ARTICLE EIGHT

                CONSOLIDATION, MERGER, CONVEYANCE, SALE OR LEASE

SECTION 801.  ISSUER  AND GUARANTORS MAY CONSOLIDATE, ETC., ONLY ON
              CERTAIN TERMS.

          The Issuer, UtiliCorp, and any other Guarantor shall not consolidate
with or merge into any other Person or convey, transfer or lease its properties
and assets substantially as an entirety to any Person, unless:

          (1) in case the Issuer or such Guarantor, as the case may be, shall
     consolidate with or merge into another Person or convey, transfer or lease
     its properties and assets substantially as an entirety to any Person, the
     Person formed by such consolidation or into which the Issuer or such
     Guarantor is merged or the Person which acquires by conveyance or transfer,
     or which leases, the properties and assets of the Issuer or such Guarantor
     substantially as an entirety shall be a Person (other than a natural
     person) which, in the case of the Issuer, is organized or existing under
     the laws of Canada, or any province thereof or the United States of
     America, any state thereof or the District of Columbia, or, in the case of
     the Guarantor, is organized and existing under the laws of the United
     States of America, any State thereof or the District of Columbia, and
     which, in either case, shall expressly assume, by an indenture supplemental
     hereto, executed and delivered to the Trustee, in form satisfactory to the
     Trustee, the due and punctual payment of the principal of (and premium, if
     any) and interest, if any, on all the Securities or the obligations under
     the Guarantees, as the case may be, and the performance of every covenant
     of this Indenture on the part of the Issuer or such Guarantor to be
     performed or observed;

          (2) immediately after giving effect to such transaction and treating
     any indebtedness which becomes an obligation of the Issuer, such Guarantor
     or a Subsidiary as a result of such transaction as having been incurred by
     the Issuer, such Guarantor or such Subsidiary at the time of such
     transaction, no Event of Default, and no event which, after notice or lapse
     of time or both, would become an Event of Default shall have happened and
     be continuing;

          (3) if, as a result of any such consolidation or merger or such
     conveyance, transfer or lease, properties or assets of the Issuer or such
     Guarantor, as the case may be, would become subject to a mortgage, pledge,
     lien, security interest or other encumbrance which would not be permitted
     by this Indenture, the Issuer, such Guarantor or such successor corporation
     or Person, as the case may be, shall take such steps as shall be necessary
     effectively to secure the Securities and, if applicable, Guarantees equally
     and ratably with (or prior to) all indebtedness secured thereby; and


                                       46
<Page>

          (4) the Issuer or such Guarantor, as the case may be, has delivered to
     the Trustee an Officers' Certificate and an Opinion of Counsel, each
     stating that such consolidation, merger, conveyance, transfer or lease and,
     if a supplemental indenture is required in connection with such
     transaction, such supplemental indenture comply with this Article and that
     all conditions precedent herein provided for relating to such transaction
     have been complied with.

SECTION 802.  SUCCESSOR PERSON TO BE SUBSTITUTED.

          Upon any consolidation with or merger by the Issuer or any Guarantor
into any other Person or any conveyance, transfer or lease of the properties and
assets of the Issuer or such Guarantor substantially as an entirety in
accordance with Section 80l, the successor Person formed by such consolidation
or into which the Issuer or Guarantor, as applicable, is merged or to which such
conveyance, transfer or lease is made shall succeed to, and be substituted for,
and may exercise every right and power of, the Issuer or any Guarantor, as
applicable, under this Indenture and any Guarantees with the same effect as if
such successor Person had been named as the Issuer or Guarantor, as applicable,
herein, and thereafter, except in the case of a lease, the predecessor
corporation shall be relieved of all obligations and covenants under this
Indenture, the Securities, and any Guarantees, as the case may be.

SECTION 803.  ASSIGNMENT OF ISSUER'S OBLIGATIONS.

          The Issuer may assign its obligations under the Securities and this
Indenture to any other wholly owned Subsidiary of the Guarantor duly organized
and existing under the laws of Canada or the United States of America at any
time without the consent of the Trustee or any Holder, provided that the
assignee agrees to be bound by the terms of this Indenture and the Securities,
and the Guarantee remains in full force and effect. Upon any such assignment by
the Issuer, the Person to whom such assignment is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Issuer under
this Indenture and the Securities, with the same effect as if such Person had
been named as the Issuer herein and therein, and thereafter, the assignor Person
shall be relieved of all obligations and covenants under this Indenture and the
Securities. A copy of the agreement evidencing such assignment shall be provided
to the Trustee by the Issuer, promptly after the effective date of such
assignment.


                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

SECTION 901.  SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

          Without the consent of any Holders, the Issuer, UtiliCorp, any other
Guarantor, and the Trustee, at any time and from time to time, may enter into
one or more indentures supplemental hereto, in form satisfactory to the Trustee,
for any of the following purposes:

          (1) to evidence the succession of another Person to the Issuer or any
     Guarantor and the assumption by any such successor of the covenants and
     obligations of the Issuer herein pursuant to Article 8;


                                       47
<Page>

          (2) to add to the covenants of the Issuer or any Guarantor for the
     benefit of the Holders of all or any series of Securities (and if such
     covenants are to be for the benefit of less than all series of Securities,
     stating that such covenants are expressly being included solely for the
     benefit of such series) or to surrender any right or power herein conferred
     upon the Issuer;

          (3) to add any additional Events of Default;

          (4) to add to or change any of the provisions of this Indenture to
     such extent as shall be necessary to permit or facilitate the issuance of
     Securities in bearer form, registrable or not registrable as to principal,
     and with or without interest coupons, or to permit or facilitate the
     issuance of Securities in uncertificated form, or to permit or facilitate
     the issuance of extendible or remarketed Securities;

          (5) to change or eliminate any of the provisions of this Indenture,
     PROVIDED that any such change or elimination shall become effective only as
     to the Securities of any series created by such supplemental indenture and
     Securities of any series subsequently created to which such change or
     elimination is made applicable by the subsequent supplemental indenture
     creating such series;

          (6) to secure the Securities;

          (7) to establish the form or terms of Securities of any series as
     permitted by Sections 201 and 301;

          (8) to evidence and provide for the acceptance of appointment
     hereunder by a successor Trustee with respect to the Securities of one or
     more series and to add to or change any of the provisions of this Indenture
     as shall be necessary to provide for or facilitate the administration of
     the trusts hereunder by more than one Trustee, pursuant to the requirements
     of Section 611(b);

          (9) to provide for any rights of the Holders of Securities of any
     series to require the repurchase of Securities of such series by the
     Issuer;

          (10) to cure any ambiguity, to correct or supplement any provision
     herein which may be inconsistent with any other provision herein, or to
     make any other provisions with respect to matters or questions arising
     under this Indenture, PROVIDED such action shall not adversely affect the
     interests of the Holders of Securities of any series in any material
     respect; or

          (11) to modify, alter, amend or supplement this Indenture in any other
     respect which is not materially adverse to Holders, which does not involve
     a change described in clause (1), (2) or (3) of Section 902 hereof and
     which, in the judgment of the Trustee, is not to the prejudice of the
     Trustee, including, without limitation, to provide for the duties,
     responsibilities and compensation of the Trustee as a transfer agent in the
     event one registered Security of any series is issued in the aggregate
     principal amount of all Outstanding Securities of such series in which
     Holders will hold an interest.


                                       48
<Page>

SECTION 902.  SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

          With the consent of the Holders of not less than a majority in
aggregate principal amount of the Outstanding Securities of all series affected
by such supplemental indenture (voting as one class), by Act of said Holders
delivered to the Issuer and the Trustee, the Issuer, UtiliCorp, and any
Guarantor when authorized by or pursuant to a Board Resolution, and the Trustee
may enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders of Securities of such series under this Indenture; PROVIDED, HOWEVER,
that no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Security affected thereby,

          (1) change the Stated Maturity of the principal of, or any installment
     of principal or interest, if any, on, any Security, or reduce the principal
     amount thereof or the rate of interest thereon or any premium payable upon
     the redemption thereof, or reduce the amount of the principal of an
     Original Issue Discount Security that would be due and payable upon a
     declaration of acceleration of the Maturity thereof pursuant to Section
     502, or change any Place of Payment where, or the coin or currency in
     which, any Security or any premium or the interest thereon is payable, or
     impair the right to institute suit for the enforcement of any such payment
     on or after the Stated Maturity thereof (or, in the case of redemption, on
     or after the Redemption Date), or

          (2) reduce the percentage in principal amount of the Outstanding
     Securities of any series, the consent of whose Holders is required for any
     such supplemental indenture, or the consent of whose Holders is required
     for any waiver (of compliance with certain provisions of this indenture or
     certain defaults hereunder and their consequences) provided for in this
     Indenture, or

          (3) modify any of the provisions of this Section, Section 513 or
     Section 1009, except to increase any such percentage or to provide that
     certain other provisions of this Indenture cannot be modified or waived
     without the consent of the Holder of each Outstanding Security affected
     thereby, PROVIDED, HOWEVER, that this clause shall not be deemed to require
     the consent of any Holder with respect to changes in the references to "the
     Trustee" and concomitant changes in this Section, or the deletion of this
     proviso, in accordance with the requirements of Sections 611(b) and 901(8).

A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of the Holders of securities of such series with respect to such covenant
or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

          It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof.


                                       49
<Page>

SECTION 903.  EXECUTION OF SUPPLEMENTAL INDENTURES.

          In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 601) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

SECTION 904.  EFFECT OF SUPPLEMENTAL INDENTURES.

          Upon the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.

SECTION 905.  CONFORMITY WITH TRUST INDENTURE ACT.

          Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act as then in effect.

SECTION 906.  REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

          Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article may, and shall
if required by the Trustee, bear a notation in form approved by the Trustee as
to any matter provided for in such supplemental indenture. If the Issuer shall
so determine, new Securities of any series so modified as to conform in the
opinion of the Trustee and the Issuer, to any such supplemental indenture may be
prepared and executed by the Issuer, UtiliCorp and any other Guarantor, and
authenticated and delivered by the Trustee in exchange for Outstanding
Securities of such series.


                                  ARTICLE TEN

                                    COVENANTS

SECTION 1001.  PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

          The Issuer covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay the principal of (and premium,
if any) and interest, if any, on the Securities of that series in accordance
with the terms of the Securities and this Indenture.

SECTION 1002.  MAINTENANCE OF OFFICE OR AGENCY.

          The Issuer will maintain in each Place of Payment for any series of
Securities an office or agency where Securities of that series may be presented
or surrendered for payment, where Securities of that series may be surrendered
for registration of transfer or exchange and where notices and demands to or
upon the Issuer in respect of the Securities of that series and



                                       50
<Page>

this Indenture may be served. The Issuer will give prompt written notice to the
Trustee of the location and any change in the location, of such office or
agency. If at any time the Issuer shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, and, in such event, the Trustee shall act
as the Issuer's agent to receive such presentations, surrenders, notices and
demands.

          The Issuer may also from time to time designate one or more other
offices or agencies where the Securities of one or more series may be presented
or surrendered for any or all such purposes and may from time to time rescind
such designations; PROVIDED, HOWEVER, that no such designation or rescission
shall in any manner relieve the Issuer of its obligation to maintain an office
or agency in each Place of Payment for Securities of any series for such
purposes. The Issuer will give prompt written notice to the Trustee of any such
designation or rescission and of any change in the location of any such other
office or agency.

SECTION 1003. MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.

          If the Issuer shall at any time act as its own Paying Agent with
respect to any series of Securities, it will, on or before each due date of the
principal of (and premium, if any) or interest, if any, on any of the Securities
of that series, segregate and hold in trust for the benefit of the Persons
entitled thereto a sum sufficient to pay the principal (and premium, if any) or
interest, if any, so becoming due until such sums shall be paid to such Persons
or otherwise disposed of as herein provided and will promptly notify the Trustee
of its action or failure so to act.

          Whenever the Issuer shall have one or more Paying Agents for any
series of Securities, it will, no later than 10:00 a.m., New York time, on, or,
prior to, each due date of the principal of (and premium, if any) or interest,
if any, on any Securities of that series, deposit with a Paying Agent a sum in
immediately available funds sufficient to pay the principal (and premium, if
any) or interest so becoming due, such sum to be held in trust for the benefit
of the Persons entitled to such principal, premium or interest, and (unless such
Paying Agent is the Trustee) the Issuer will promptly notify the Trustee of its
failure so to act.

          The Issuer will cause each Paying Agent for any series of Securities
other than the Trustee to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section, that such Paying Agent will:

          (1) hold all sums held by it for the payment of the principal of (and
     premium, if any) or interest, if any, on Securities of that series in trust
     for the benefit of the Persons entitled thereto until such sums shall be
     paid to such Persons or otherwise disposed of as herein provided;

          (2) give the Trustee notice of any default by the Issuer (or any other
     obligor upon the Securities of that series) in the making of any payment of
     principal (and premium, if any) or interest, if any, on the Securities of
     that series; and


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          (3) at any time during the continuance of any such default, upon the
     written request of the Trustee, forthwith pay to the Trustee all sums so
     held in trust by such Paying Agent.

          The Issuer may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Issuer or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Issuer or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such money.

          The Issuer initially authorizes the Trustee to act as Paying Agent for
the Securities on its behalf and as agent of the Issuer where notices and
demands to or upon the Company in respect of the Securities and this Indenture
may be served. The Issuer may at any time and from time to time authorize one or
more Persons to act as Paying Agent or as such agent in addition to or in place
of the Trustee with respect to any series of Securities issued under this
Indenture.

          Any money deposited with the Trustee or any Paying Agent, or then held
by the Issuer, in trust for the payment of the principal of (and premium, if
any) or interest, if any, on any Security of any series and remaining unclaimed
for three years after such principal (and premium, if any) or interest has
become due and payable shall be paid to the Issuer or any Guarantor on Company
Request, or (if then held by the Issuer) shall be discharged from such trust;
and the Holder of such Security shall thereafter, as an unsecured general
creditor, look only to the Issuer or such Guarantor for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money,
and all liability of the Issuer as trustee thereof, shall thereupon cease;
PROVIDED, HOWEVER, that the Trustee or such Paying Agent, before being required
to make any such repayment, may at the expense of the Issuer cause to be
published once, in a newspaper published in the English language, customarily
published on each Business Day and of general circulation in the City, County
and State of New York, notice that such money remains unclaimed and that, after
a date specified therein, which shall not be less than 30 days from the date of
such publication, any unclaimed balance of such money then remaining will be
repaid to the Issuer.

SECTION 1004.  CORPORATE EXISTENCE.

          Subject to Article Eight, the Issuer, UtiliCorp and any other
Guarantor will do or cause to be done all things necessary to preserve and keep
in full force and effect its corporate existence and will use its best efforts
to do or cause to be done all things necessary to preserve and keep in full
force and effect its rights (charter and statutory) and franchises; PROVIDED,
HOWEVER, that the Issuer, UtiliCorp and any other Guarantor shall not be
required to preserve any such right or franchise if the Board of Directors shall
determine that the preservation thereof is no longer desirable in the conduct of
the business of the Issuer, UtiliCorp and each Guarantor and that the loss
thereof is not disadvantageous in any material respect to the Holders.


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SECTION 1005.  MAINTENANCE OF PROPERTIES.

          The Issuer, UtiliCorp and each Guarantor will cause all properties
used or useful in the conduct of its business or the business of any Subsidiary
to be maintained and kept in good condition, repair and working order and
supplied with all necessary equipment and will cause to be made all necessary
repairs; renewals, replacements, betterments and improvements thereof, all as in
the judgment of the Issuer, UtiliCorp and each Guarantor may be necessary so
that the business carried on in connection therewith may be properly and
advantageously conducted at all times; PROVIDED, HOWEVER, that nothing in this
Section shall prevent the Issuer, UtiliCorp and each Guarantor from
discontinuing the operation or maintenance of any of such properties if such
discontinuance is, in the judgment of the Issuer, UtiliCorp and each Guarantor
desirable in the conduct of its business or the business of any Subsidiary and
not disadvantageous in any material respect to the Holders.

SECTION 1006.  PAYMENT OF TAXES AND OTHER CLAIMS.

          The Issuer, UtiliCorp and each Guarantor will pay or discharge or
cause to be paid or discharged, before the same shall become delinquent, (1) all
taxes, assessments and governmental charges levied or imposed upon the Issuer,
UtiliCorp and each Guarantor or any Subsidiary or upon the income, profits or
property of the Issuer, UtiliCorp and each Guarantor or any of their respective
Subsidiaries, and (2) all lawful claims for labor, materials and supplies which,
if unpaid, might by law become a lien upon the property of the Issuer, UtiliCorp
and each Guarantor or any of their respective Subsidiaries; PROVIDED, HOWEVER,
that the Issuer, UtiliCorp and each Guarantor shall not be required to pay or
discharge or cause to be paid or discharged any such tax, assessment, charge or
claim whose amount, applicability or validity is being contested in good faith
by appropriate proceedings.

SECTION 1007.  STATEMENT BY OFFICERS AS TO DEFAULT.

          So long as any of the Securities remain outstanding, the Issuer and
UtiliCorp (or such other Guarantor) will deliver to the Trustee on or before May
15, 2002, and on May 15 in each year thereafter, an Officers' Certificate
stating that in the course of the performance by each signer of his duties as an
officer of the Issuer or UtiliCorp (or such other Guarantor), as applicable, he
would normally have knowledge of any default by the Issuer or UtiliCorp (or such
other Guarantor), as applicable, in the performance and observance of any of the
covenants or conditions contained in this Indenture to be complied with by the
Issuer and UtiliCorp (or such other Guarantor), respectively, stating whether or
not he has knowledge of any such default and, if so, specifying each such
default of which such signer has knowledge and the nature thereof. Such
certificate need not include a reference to any non-compliance that has been
fully cured prior to the date as of which such certificate speaks.

SECTION 1008.  DEFEASANCE OF CERTAIN OBLIGATIONS.

          The Issuer may omit to comply with any term, provision or condition
set forth in Sections 801, 1004, 1005 and 1006 with respect to the Securities of
any series, provided that the following conditions shall have been satisfied:


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          (1) The Issuer or any Guarantor has deposited or caused to be
     irrevocably deposited (except as provided in Section 402(c) and the last
     paragraph of Section 1003) with the Trustee (specifying that each deposit
     is pursuant to this Section 1008) as trust funds in trust, specifically
     pledged as security for, and dedicated solely to, the benefit of the
     Holders of the Securities of such series, (i) money in the currency or
     units of currency in which such Securities are payable in an amount, or
     (ii) (except as provided in a supplemental indenture with respect to such
     series) if Securities of such series are not subject to repurchase at the
     option of Holders, (A) U.S. Government Obligations (denominated in the same
     currency or units of currency in which such Securities are payable) which
     through the payment of interest and principal in respect thereof in
     accordance with their terms will provide not later than one day before the
     due date of any payment referred to in clause (x) or (y) of this
     subparagraph (1) money in an amount, or (B) a combination thereof,
     sufficient, in the opinion of a nationally recognized firm of independent
     certified public accountants expressed in a written certification thereof
     delivered to the Trustee, to pay and discharge (x) the principal of (and
     premium, if any) and each installment of principal (and premium, if any)
     and interest, if any, on the Outstanding Securities of such series on the
     Stated Maturity of such principal or installment of principal or interest
     or to and including the Redemption Date irrevocably designated by the
     Issuer pursuant to subparagraph (4) of this Section and (y) any mandatory
     sinking fund payments applicable to the Securities of such series on the
     day on which payments are due and payable in accordance with the terms of
     the Indenture and of the Securities of such series;

          (2) No Event of Default or event which with notice or lapse of time
     would become an Event of Default (including by reason of such deposit) with
     respect to the Securities of such series shall have occurred and be
     continuing on the date of such deposit;

          (3) The Issuer shall have delivered to the Trustee an Opinion of
     Counsel to the effect (i) that Holders of the Securities of such series
     will not recognize income, gain or loss for Federal income tax purposes as
     a result of such deposit and defeasance of certain obligations; (ii) that
     such provision would not cause any outstanding Securities of such series
     then listed on any national securities exchange to be delisted as a result
     thereof; and (iii) that the defeasance trust is not, or is registered as,
     an investment company under the Investment Company Act of 1940; and

          (4) If the Issuer or any Guarantor has deposited or caused to be
     deposited money or U.S. Government Obligations to pay or discharge the
     principal of (and premium, if any) and interest, if any, on the Outstanding
     Securities of a series to and including a Redemption Date on which all of
     the Outstanding Securities of such series are to be redeemed, such
     Redemption Date shall be irrevocably designated by a Board Resolution
     delivered to the Trustee on or prior to the date of deposit of such money
     or U.S. Government obligations, and such Board Resolution shall be
     accompanied by an irrevocable Company Request that the Trustee give notice
     of such redemption in the name and at the expense of the Issuer not less
     than 30 nor more than 60 days prior to such Redemption Date in accordance
     with Section 1104.


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SECTION 1009.  WAIVER OF CERTAIN COVENANTS.

          The Issuer may omit in any particular instance to comply with any
term, provision or condition set forth in Section 1004 with respect to the
Securities of any series if before the time for such compliance the Holders of
at least a majority of the aggregate principal amount of the Outstanding
Securities of such series shall, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such term,
provision or condition but no such waiver shall extend to or affect such term,
provision or condition except to the extent so expressly waived and until such
waiver shall become effective, the obligations of the Issuer and the duties of
the Trustee in respect of any such term, provision or condition shall remain in
full force and effect.


                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

SECTION 1101.  APPLICABILITY OF ARTICLE.

          Securities of any series which are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 301 for Securities of any series)
in accordance with this Article.

SECTION 1102.  ELECTION TO REDEEM; NOTICE TO TRUSTEE.

          The election of the Issuer to redeem any Securities shall be evidenced
by an Officers' Certificate. In case of any redemption at the election of the
Issuer of less than all the Securities of any series, the Issuer shall, at least
60 days prior to the Redemption Date fixed by the Issuer (unless a shorter
notice shall be satisfactory to the Trustee), notify the Trustee of such
Redemption Date and of the principal amount of Securities of such series to be
redeemed, such notice to be accompanied by a written statement signed by an
authorized officer of the Issuer stating that no defaults in the payment of
interest or Events of Default with respect to the Securities of that series have
occurred (which have not been waived or cured) in the case of any redemption of
Securities prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture, the
Issuer shall furnish the Trustee with an Officers' Certificate evidencing
compliance with such restriction.

SECTION 1103.  SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

          If less than all the Securities of any series are to be redeemed, the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate and which may provide for the selection for
redemption of portions (equal to the minimum authorized denomination for
Securities of that series or any integral multiple thereof) of the principal
amount of Securities of such series of a denomination larger than the minimum
authorized denomination for Securities of that series.


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          Securities shall be excluded from eligibility for selection for
redemption if they are identified by registration and certificate number in a
written statement signed by an authorized officer of the Issuer and delivered to
the Security Registrar at least 60 days prior to the Redemption Date as being
owned of record and beneficially by, and not pledged or hypothecated by either
(a) the Issuer or (b) an entity specifically identified in such written
statement which is an Affiliate of the Issuer.

          The Trustee shall promptly notify the Issuer in writing of the
Securities selected for redemption and, in the case of any securities selected
for partial redemption, the principal amount thereof to be redeemed.

          For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate,
in the case of any Securities redeemed or to be redeemed only in part, to the
portion of the principal amount of such Securities which has been or is to be
redeemed.

SECTION 1104.  NOTICE OF REDEMPTION.

          Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of Securities to be redeemed, at his address appearing in
the Security Register.

          All notices of redemption shall state:

          (1) the Redemption Date,

          (2) the Redemption Price,

          (3) if less than all the Outstanding Securities of any series are to
     be redeemed, the identification (and, in the case of partial redemption,
     the principal amounts) of the particular Security to be redeemed,

          (4) that on the Redemption Date the Redemption Price will become due
     and payable, upon each such Security to be redeemed and, if applicable,
     that interest thereon will cease to accrue on and after said date,

          (5) the place or places where such Securities are to be surrendered
     for payment of the Redemption Price, and

          (6) that the redemption is for a sinking fund, if such is the case.

          Notice of redemption of Securities to be redeemed at the election of
the Issuer shall be given by the Issuer or, at the Issuer's request, by the
Trustee in the name and at the expense of the Issuer.


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SECTION 1105.  DEPOSIT OF REDEMPTION PRICE.

          On, in the case of same day funds, or in all other cases at least one
Business Day prior to any Redemption Date, the Issuer shall deposit or cause to
be deposited with the Trustee or with a Paying Agent (or, if the Issuer is
acting as its own Paying Agent, segregate and hold in trust as provided in
Section 1003) an amount of money sufficient to pay the Redemption Price of, and
(except if the Redemption Date shall be an Interest Payment Date) accrued
interest on, all the Securities which are to be redeemed on that date (to the
extent that such amounts are not already on deposit at such time in accordance
with the provisions of Section 401, 403 or 1008).

SECTION 1106.  SECURITIES PAYABLE ON REDEMPTION DATE.

          Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Issuer shall default in the payment of the Redemption Price and accrued and
unpaid interest) such Securities shall cease to bear interest upon surrender of
any such Security for redemption in accordance with said notice, such Security
shall be paid by the Issuer at the Redemption Price, together with accrued and
unpaid interest to the Redemption Date; PROVIDED, HOWEVER, that installments of
interest whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders of such Securities or one or more Predecessor Securities,
registered as such at the close of business on the relevant Record Dates
according to their terms and the provisions of Section 307.

          If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal (and premium, if any) shall,
until paid, bear interest from the Redemption Date at the rate prescribed
therefor in the Security.

SECTION 1107.  SECURITIES REDEEMED IN PART.

          Any Security (including any Global Security) which is to be redeemed
only in part shall be surrendered at a Place of Payment therefor (with, if the
Issuer or the Trustee so requires, due endorsement by, or a written instrument
of transfer in form satisfactory to the Issuer and the Trustee duly executed by
the Holder thereof or his attorney duly authorized in writing), and the Issuer
shall execute, and the Trustee shall deliver to the Holder of such Security
without service charge, a new Security or Securities of the same series of any
authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered; PROVIDED, that if the Security to be redeemed is a
Global Security the new Security shall be in a denomination equal to the
unredeemed portion of the principal of the Global Security so surrendered.


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                                 ARTICLE TWELVE

                                  SINKING FUNDS

SECTION 1201.  APPLICABILITY OF ARTICLE.

          The provisions of this Article shall be applicable to any sinking fund
for the retirement of Securities of a series except as otherwise specified as
contemplated by Section 301 for Securities of such series.

          The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a "mandatory sinking
fund payment," and any payment in excess of such minimum amount provided for by
the terms of Securities of any series is herein referred to as an "optional
sinking fund payment." If provided for by the terms of Securities of any series,
the cash amount of any sinking fund payment may be subject to reduction, as
provided in Section 1202. Each sinking fund payment shall be applied to the
redemption of Securities of any series as provided for by the terms of
Securities of such series.

SECTION 1202.  SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.

          In lieu of making all or any part of any mandatory sinking fund
payment with respect to any series of Securities in cash, the Issuer may at its
option (a) deliver to the Trustee Securities of such series theretofore
purchased or otherwise acquired (except upon redemption pursuant to the
mandatory sinking fund) by the Issuer or receive credit for Securities of such
series (not previously so credited) theretofore purchased or otherwise acquired
(except as aforesaid) by the Issuer and delivered to the Trustee for
cancellation pursuant to Section 309, (b) receive credit for optional sinking
fund payments (not previously so credited) made pursuant to this Section, or (c)
receive credit for Securities of such series (not previously so credited)
redeemed by the Issuer through any optional redemption provision contained in
the terms of such series. Securities so delivered or credited shall be received
or credited by the Trustee at the sinking fund Redemption Price specified in
such Securities.

SECTION 1203.  REDEMPTION OF SECURITIES FOR SINKING FUND.

          Not less than 60 days prior to each sinking fund payment date for
any series of Securities, the Issuer will deliver to the Trustee an Officers'
Certificate specifying (a) the amount of the next ensuing sinking fund
payment for that series pursuant to the terms of that series, (b) whether or
not the Issuer intends to exercise its right, if any, to make an optional
sinking fund payment with respect to such series an the next ensuing sinking
fund payment date and, if so, the amount of such optional sinking fund
payment, and (c) the portion thereof, if any, which is to be satisfied by
payment of cash and the portion thereof, if any, which is to be satisfied by
delivering and crediting Securities of that series pursuant to section 1202,
and will also deliver to the Trustee any securities to be to delivered. Such
written statement shall be irrevocable and upon its receipt by the Trustee
the Issuer shall become unconditionally obligated to make all the cash
payments or payments therein referred to, if any, on or before the next
succeeding sinking fund payment date. Failure of the Issuer, on or before any
such 60th day, to deliver such written statement and Securities specified in
this paragraph, if any, shall not constitute a default but shall

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constitute, on and as of such date, the irrevocable election of the Issuer
(i) that the mandatory sinking fund payment for such series due on the next
succeeding sinking fund payment date shall be paid entirely in cash without
the option to deliver or credit Securities of such series in respect therefor
and (ii) that the Issuer will make no optional sinking fund payment with
respect to such series as provided in this Section.

          Not less than 30 days before each such sinking fund payment date the
Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 1103 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Issuer
in the manner provided in section 1104. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 1105, 1106 and 1107.

          The Trustee shall not redeem or cause to be redeemed any Security of a
series with sinking fund moneys or mail any notice of redemption of Securities
of such series by operation of the sinking fund during the continuance of a
default in payment of interest with respect to Securities of that series at an
Event of Default with respect to the Securities of that series except that,
where the mailing of notice of redemption of any Securities shall theretofore
have been made, the Trustee shall redeem or cause to be redeemed such Securities
provided that it shall have received from the Issuer a sum sufficient for such
redemption. Except as aforesaid, any moneys in the sinking fund for such series
at the time when any such default or Event of Default shall occur, and any
moneys thereafter paid into the sinking fund, shall, during the continuance of
such default or Event of Default be deemed to have been collected under Article
Five and held for the payment of all such Securities. In case such Event of
Default shall have been waived as provided in Section 513 or the default or
Event of Default cured on or before the 60th day preceding the sinking fund
payment date, such moneys shall thereafter be applied on the next succeeding
sinking fund payment date in accordance with this Section to the redemption of
such securities.


                                ARTICLE THIRTEEN

                                   GUARANTEES

SECTION 1301.  GUARANTEE.

          Except as otherwise provided herein, UtiliCorp and each other Person
that becomes a Guarantor after the date of this Indenture hereby, jointly and
severally, fully and unconditionally guarantees to each Holder of a Security
authenticated and delivered by the Trustee, and to the Trustee on behalf of such
Holder, the due and punctual payment of the principal of and interest on such
Security and all other obligations of the Issuer under this Indenture when and
as the same shall become due and payable, whether at the stated maturity, by
acceleration, upon a call for redemption or otherwise, in accordance with the
terms of such Security and of this Indenture. Each Guarantee shall be a direct,
unsecured obligation of each Guarantor and rank pari passu with all existing and
future unsecured and unsubordinated indebtedness of each Guarantor. Each
Guarantor hereby, jointly and severally, fully and unconditionally, also
guarantees to the Trustee the due and punctual payment of all obligations of the
Issuer to the Trustee under this Indenture. In case of the failure of the Issuer
punctually to


                                       59
<Page>


make any such payment, each Guarantor hereby, jointly and severally, agrees to
cause such payment to be made punctually when and as the same shall become due
and payable, whether at the stated maturity, by acceleration, upon a call for
redemption or otherwise, and as such payment were made by the Issuer.

          Each Guarantor hereby, jointly and severally, agrees that in the event
of an Event of Default its obligations hereunder shall be as if it were a
principal debtor and not merely a surety, and shall be absolute and
unconditional, irrespective of, and shall be unaffected by, any invalidity,
irregularity or unenforceability of any Securities or this Indenture, any
failure to enforce the provisions of any Securities or this Indenture, any
waiver, modification or indulgence granted to the Issuer with respect thereto,
by any Holder or the Trustee, or any other circumstances which may otherwise
constitute a legal or equitable discharge of a surety or Guarantor; provided,
however, that, notwithstanding the foregoing, no such waiver, modification or
indulgence shall, without the consent of the Guarantor, increase the principal
amount of any Security of the Issuer or the interest rate thereon or increase
any premium payable upon redemption thereof. Each Guarantor hereby, jointly and
severally, waives diligence, presentment, demand of payment, filing of claims
with a court in the event of merger or bankruptcy of the Issuer, any right to
require a proceeding first against the Issuer, the benefit of discussion,
protest or notice with respect to any Securities or the indebtedness evidenced
thereby or with respect to any sinking fund payment required pursuant to the
terms of such security issued under this Indenture and all demands whatsoever,
and covenants that this Guarantee will not be discharged with respect to such
Securities except by payment in full of the principal thereof and any premium
and interest thereon or as provided in Article Four or Section 801. If any
Holder or the Trustee is required by any court or otherwise to return to the
Issuer, UtiliCorp, any other Guarantor, or any custodian, trustee, liquidator or
other similar official acting in relation to such Issuer or Guarantor, as the
case may be, any amount paid by such Issuer or Guarantor to the Trustee or such
Holder, this Guarantee to the extent theretofore discharged, shall be reinstated
in full force and effect. Each Guarantor further agrees that, as between any
Guarantor, on the one hand, and the Holders and the Trustee, on the other hand,
the Maturity of the obligations guaranteed hereby may be accelerated as provided
in Article Five hereof for the purposes of this Guarantee, notwithstanding any
stay, injunction or other prohibition preventing such acceleration in respect of
the obligations guaranteed hereby.

          For greater clarity, each Guarantee shall remain in full force and
effect and continue to be effective should any petition be filed by or against
the Issuer for liquidation or reorganization, should the Issuer become insolvent
or make an assignment for the benefit of its creditors or should a receiver or
trustee be appointed for any part of the Issuer's assets, and shall (to the
fullest extent permitted by law) continue to be effective or be reinstated, as
the case may be, if at any time payment and performance of the Securities, is,
pursuant to applicable law, rescinded or reduced in amount, or must otherwise be
restored or returned by any Holder of the Securities, whether as a "voidable
preference," "fraudulent transfer," or otherwise, all as though such payment or
performance had not been made. In the event that any payment or any part thereof
is rescinded, reduced, restored or returned, the Securities shall (to the
fullest extent permitted by law) be reinstated and deemed reduced only by such
amount paid and not so rescinded, reduced, restored or returned.


                                       60
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          Any term or provision of any Guarantee to the contrary
notwithstanding, the aggregate amount of the obligations guaranteed hereunder
shall be reduced to the extent necessary to prevent such Guarantee from
violating or becoming voidable under applicable law relating to fraudulent
conveyance or fraudulent transfer or similar laws affecting the rights of
creditors generally.

          Each Guarantor also agrees to pay any and all reasonable costs and
expenses (including reasonable attorneys' fees and expenses) incurred by the
Trustee or any Holders in enforcing any rights under this Guarantee.

          Each Guarantor hereby waives any right of set-off which it may have
against any Holder of Securities in respect of any amounts which are or may
become payable by such Holder to the Issuer.

          No past, present or future stockholder, officer, director, employee or
incorporator of UtiliCorp or any other Guarantor shall have any personal
liability under the Guarantees contained in this Section 1301 by reason of his
or its status as such stockholder, officer, director, employee or incorporator.

          The Guarantees set forth in this Section 1301 shall not be valid or
become obligatory for any purpose with respect to a Security until the
certificate of authentication on such Security shall have been signed by or on
behalf of the Trustee.

SECTION 1302. EXECUTION AND DELIVERY OF GUARANTEES.

          The Guarantees to be endorsed on the Securities shall automatically be
deemed to include the terms of the Guarantee set forth in Section 1301 and shall
be substantially in the form established pursuant to Section 202. Each Guarantor
hereby agrees to execute its Guarantee, in a form established pursuant to
Section 202, to be endorsed on each Security authenticated and delivered by the
Trustee.

          The Guarantee shall be executed on behalf of each respective Guarantor
by any one of such Guarantor's Chairman of the Board, President, Vice Presidents
or other Person duly authorized by the Board of Directors of such Guarantor. The
signature of any or all of these Persons on the Guarantee may be manual or
facsimile.

          A Guarantee bearing the manual or facsimile signature of individuals
who were at the time the proper officers of the Guarantor shall bind such
Guarantor, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and deliver of the Security on
which such Guarantee is endorsed or did not hold such offices at the date of
such Guarantee.

          The delivery of any Security by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of the Guarantee endorsed
thereon on behalf of the Guarantors and shall bind each Guarantor
notwithstanding the fact that the Guarantee does not bear the signature of such
Guarantor. Each of the Guarantors hereby, jointly and severally,



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agrees that its Guarantee set forth in Section 1301 and in the form of Guarantee
established pursuant to Section 202 shall remain in full force and effect
notwithstanding any failure to endorse a Guarantee on any Security.

SECTION 1303. RELEASE OF GUARANTEES.

          Notwithstanding anything in this Article Thirteen to the contrary,
concurrently with the payment in full of the principal of, premium, if any, and
interest on the Securities, the Guarantors shall be released from and relieved
of their obligations under this Article Thirteen. Upon the delivery by the
Issuer to the Trustee of an Officers' Certificate and an Opinion of Counsel to
the effect that the transaction giving rise to the release of this Guarantee was
made by the Issuer in accordance with the provisions of this Indenture and the
Securities, the Trustee shall execute any documents reasonably required by the
Guarantors in order to evidence the release the Guarantors from their
obligations under this Guarantee. If any of the obligations to pay the principal
of, premium, if any, and interest on the Securities and all other obligations of
the Issuer are revived and reinstated after the termination of this Guarantee,
then all of the obligations of the Guarantors under this Guarantee shall be
revived and reinstated as if this Guarantee had not been terminated until such
time as the principal of, premium, if any, and interest on the Securities are
paid in full, and each Guarantor shall enter into an amendment to this
Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and
reinstatement.


                                ARTICLE FOURTEEN

                   ADDITIONAL AMOUNTS; CERTAIN TAX PROVISIONS

SECTION 1401.  PAYMENT OF ADDITIONAL AMOUNTS.

          All payments made by the Issuer, UtiliCorp, and any other Guarantor
under or with respect to the Securities and the Guarantees will be made free and
clear of and without withholding or deduction for or on account of any present
or future taxes, duties, levies, imposts, assessments or governmental charges of
whatever nature ("TAXES"), imposed or levied by or on behalf of any laws or
regulations of Canada or any political subdivision or taxing authority thereof
or therein having the power to tax (a "TAXING AUTHORITY"), unless the Issuer,
UtiliCorp or such Guarantor, as the case may be, is required to withhold or
deduct Taxes by law or by the interpretation or administration thereof.

          In the event that the Issuer, UtiliCorp or such Guarantor is required
to so withhold or deduct any amount for or on account of any Taxes from any
payment made under or with respect to the Securities or the Guarantees, as the
case may be, the Issuer, UtiliCorp or such Guarantor, as the case may be, will
pay such additional amounts (the "ADDITIONAL AMOUNTS") as may be necessary so
that the net amount received by each Holder of Securities (including Additional
Amounts) after such withholding or deduction will equal the amount that such
Holder would have received if such Taxes had not been required to be withheld or
deducted; PROVIDED that no Additional Amounts will be payable with respect to a
payment made to a Holder of Securities to the extent:


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          (1) that any such Taxes would not have been so imposed but for the
     existence of any present or former connection between such Holder and the
     relevant Taxing Authority imposing such Taxes (other than the mere receipt
     of such payment, acquisition, ownership, or disposition of such Securities
     or the exercise or enforcement of rights under such Securities, the
     Guarantees or this Indenture);

          (2) of any estate, inheritance, gift, sales, transfer, or personal
     property Tax imposed with respect to such Securities, except as otherwise
     provided herein;

          (3) that any such Taxes would not have been so imposed but for the
     presentation of such Securities (where presentation is required) for
     payment on a date more than 30 days after the date on which such payment
     became due and payable or the date on which payment thereof is duly
     provided for, whichever is later, except to the extent that the beneficiary
     or Holder thereof would have been entitled to Additional Amounts had the
     Securities been presented for payment on any date during such 30-day
     period; or

          (4) that such Holder would not be liable or subject to such
     withholding or deduction of Taxes but for the failure to make a valid
     declaration of non-residence or other similar claim for exemption, if (x)
     the making of such declaration or claim is required or imposed by statute,
     treaty, regulation, ruling or administrative practice of the relevant
     Taxing Authority as a precondition to an exemption from, or reduction in,
     the relevant Taxes, and (y) at last 60 days prior to the first payment date
     with respect to which the Issuer, UtiliCorp or such Guarantor shall apply
     this clause 4, the Issuer, UtiliCorp or such Guarantor shall have notified
     all Holders of Securities in writing that they shall be required to provide
     such declaration or claim.

     The Issuer, UtiliCorp or such Guarantor, as applicable, will also (i) make
     such withholding or deduction of Taxes and (ii) remit the full amount of
     Taxes so deducted or withheld to the relevant Taxing Authority in
     accordance with all applicable laws. The Issuer, UtiliCorp or such
     Guarantor, as applicable, will use their reasonable efforts to obtain
     certified copies of tax receipts evidencing the payment of any Taxes so
     deducted or withheld from each Taxing Authority imposing such Taxes. The
     Issuer, UtiliCorp or such Guarantor, as the case may be, will, upon
     request, make available to the Holders of the Securities, within 60 days
     after the date the payment of any Taxes so deducted or withheld is due
     pursuant to applicable law, certified copies of tax receipts evidencing
     such payment by the Issuer, UtiliCorp or such Guarantor or if,
     notwithstanding the Issuer's, UtiliCorp's or such Guarantor's efforts to
     obtain such receipts, the same are not obtainable, other evidence of such
     payments by the Issuer, UtiliCorp or such Guarantor.

          At least 30 days prior to each date on which any payment under or with
     respect to the Securities is due and payable, if the Issuer, UtiliCorp or
     such Guarantor will be obligated to pay Additional Amounts with respect to
     such payment, the Issuer, UtiliCorp or such Guarantor will deliver to the
     Trustee an Officers' Certificate stating the fact that such Additional
     Amounts will be payable, the amounts so payable and will set forth such
     other information as is necessary to enable such Trustee to pay such
     Additional Amounts to Holders of Securities on the payment date.


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          The foregoing provisions shall survive any termination of the
     discharge of this Indenture and shall apply mutatis mutandis to any
     jurisdiction in which any successor Person to the Issuer, UtiliCorp or such
     Guarantor, as the case may be, is organized or is engaged in business for
     tax purposes or any political subdivisions or taxing authority or agency
     thereof or therein.

          In addition, the Issuer will pay any stamp, issue, registration,
     documentary or other similar taxes and duties, including interest,
     penalties and Additional Amounts with respect thereto, payable in Canada or
     the United States or any political subdivision or taxing authority of or in
     the foregoing in respect of the creation, issue, offering, enforcement,
     redemption or retirement of the Securities.

          Whenever in this Indenture or the Securities there is mentioned, in
     any context, the payment of principal, redemption price, interest or any
     other amount payable under or with respect to any Security, such mention
     shall be deemed to include mention of the payment of Additional Amounts to
     the extent that, in such context, Additional Amounts are, were or would be
     payable in respect thereof.


                                     * * * *

          This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.










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          IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed as of the day and year first above written.


                                       UTILICORP CANADA FINANCE CORPORATION,
                                       as Issuer


                                       By: /s/ Stephen A. Raniseth
                                           --------------------------------
                                       Name:   Stephen A. Raniseth
                                       Title:  Treasurer




                                       UTILICORP UNITED INC.,
                                       as Guarantor


                                       By: /s/ Dale J. Wolf
                                           --------------------------------
                                       Name:   Dale J. Wolf
                                       Title:  Senior Vice President-Finance,
                                               Treasurer and Corporate Secretary





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                                       BANK ONE TRUST COMPANY, N.A.,
                                       as Trustee


                                       By:  /s/ Joseph J. Morand
                                           --------------------------------
                                       Name:    Joseph J. Morand
                                       Title:   Vice President









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