<Page>

                                                                  Exhibit 4(b)

===============================================================================

                      UTILICORP CANADA FINANCE CORPORATION
                                    as Issuer




                              UTILICORP UNITED INC.
                                  as Guarantor


                                       and


                          BANK ONE TRUST COMPANY, N.A.
                                   as Trustee



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



                           7.75% Senior Notes due 2011


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



                          FIRST SUPPLEMENTAL INDENTURE

                            Dated as of June 20, 2001




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





===============================================================================




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                                TABLE OF CONTENTS

<Table>
<Caption>

                                                                            Page
                                                                            ----
<S>                                                                         <C>

ARTICLE ONE  DEFINITIONS.....................................................2

ARTICLE TWO  TERMS AND ISSUANCE OF THE SENIOR NOTES..........................3
         Section 201.  Issue of Senior Notes.................................3
         Section 202.  Form of Senior Notes; Incorporation of Terms..........3
         Section 203.  Execution and Authentication..........................3
         Section 204.  Place of Payment......................................4
         Section 205.  Limitation on Issuance of Mortgage Bonds..............4
         Section 206.  Legend................................................4

ARTICLE THREE  MISCELLANEOUS.................................................5
         Section 301.  Execution of Supplemental Indenture...................5
         Section 302.  Conflict With Trust Indenture Act.....................6
         Section 303.  Effect of Headings....................................6
         Section 304.  Successors and Assigns................................6
         Section 305.  Separability Clause...................................6
         Section 306.  Benefits of First Supplemental Indenture..............6
         Section 307.  Governing Law.........................................6
         Section 308.  Execution and Counterparts............................6

EXHIBIT A..................................................................A-1
EXHIBIT B..................................................................B-1
</Table>


<Page>


          FIRST SUPPLEMENTAL INDENTURE, dated as of June 20, 2001 (herein called
the "First Supplemental Indenture"), 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 (the
"Guarantor"), and BANK ONE TRUST COMPANY, N.A., a national banking association
duly organized and existing under the laws of the United States, as Trustee
under the Original Indenture referred to below (the "Trustee").

                                   WITNESSETH:

          WHEREAS, the Issuer and the Guarantor have executed and delivered to
the Trustee an Indenture, dated as of June 20, 2001 (the "Original Indenture,"
and together with the First Supplemental Indenture, the "INDENTURE"), to provide
for the issuance from time to time of certain unsecured senior notes of the
Issuer guaranteed by the Guarantor (the "Securities"), the form and terms of
which are to be established as set forth in Sections 201 and 301 of the Original
Indenture; and

          WHEREAS, Section 901 of the Original Indenture provides, among other
things, that the Issuer, the Guarantor and the Trustee may enter into indentures
supplemental to the Original Indenture for, among other things, the purpose of
establishing the form or terms of the Securities of any series as permitted in
Sections 201 and 301 of the Original Indenture; and

          WHEREAS, the Issuer and the Guarantor desire to create a series of the
Securities in an initial aggregate principal amount of US$200,000,000 to be
designated the "7.75% Senior Notes due 2011", and all action on the part of the
Issuer and the Guarantor necessary to authorize the issuance of the Senior Notes
(as defined below) under the Original Indenture and this First Supplemental
Indenture has been duly taken; and

          WHEREAS, all acts and things necessary to make the Senior Notes when
executed by the Issuer and the Guarantor and completed, authenticated and
delivered by the Trustee as in the Original Indenture and this First
Supplemental Indenture provided, the valid and binding obligations of the Issuer
and the Guarantor and to constitute these presents a valid and binding
supplemental indenture and agreement according to its terms, have been done and
performed; and

          WHEREAS, Section 901 of the Original Indenture provides, among other
things, that the Issuer, the Guarantor and the Trustee may enter into indentures
supplemental to the Original Indenture to, among other things, add to the
covenants of the Issuer and Guarantor for the benefit of the Holders of all or
any series of Securities; and

          WHEREAS, the Issuer and Guarantor desire to limit the issuance of
mortgage bonds by the Guarantor as set forth in Section 204 of this First
Supplemental Indenture for the benefit of the Holders of the Senior Notes;


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          NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:

          That in consideration of the premises, the Issuer and the Guarantor
covenant and agree with the Trustee, for the equal benefit of Holders of the
Senior Notes, as follows:


                                   ARTICLE ONE

                                   DEFINITIONS

          Except to the extent such terms are otherwise defined in the First
Supplemental Indenture or the context clearly requires otherwise, all terms used
in this First Supplemental Indenture which are defined in the Original Indenture
or the form of Initial Note or Exchange Note attached as EXHIBITS A and B,
respectively have the meanings assigned to them therein.

          As used in this First Supplemental Indenture, the following terms have
the following meanings:

          "EXCHANGE NOTES" means the 7.75% Senior Notes due 2011 to be issued
pursuant to the Indenture in connection with a Registered Exchange Offer
pursuant to the Registration Rights Agreement.

          "INITIAL NOTES" means the 7.75% Senior Notes due 2011 to be issued
under this First Supplemental Indenture on or about the date of this First
Supplemental Indenture.

          "ISSUE DATE" means the date on which the Initial Notes are originally
issued.

          "PRIVATE EXCHANGE" means the offer by the Issuer and the Guarantor,
pursuant to the Registration Rights Agreement, to the Purchasers to issue and
deliver to the Purchasers, in exchange for the Initial Notes held by the
Purchasers as part of their initial distribution, a like aggregate principal
amount of Private Exchange Notes.

          "PRIVATE EXCHANGE NOTES" means the 7.75% Senior Notes due 2011 to be
issued pursuant to the Indenture in connection with a Private Exchange effected
pursuant to the Registration Rights Agreement.

          "PURCHASERS" means (i) Credit Suisse First Boston Corporation, TD
Securities (USA) Inc., BMO Nesbitt Burns Corp. and RBC Dominion Securities Inc.,
in respect of the Initial Notes, or (ii) the purchasers of additional notes, as
the case may be.

          "REGISTERED EXCHANGE OFFER" means an offer by the Issuer and the
Guarantor, pursuant to the Registration Rights Agreement, to certain Holders of
Initial Notes, to issue and deliver to such Holders, in exchange for the Initial
Notes, a like aggregate principal amount of Exchange Notes registered under the
Securities Act.

          "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights
Agreement dated as of June 13, 2001 among the Issuer, the Guarantor and the
Purchasers or (ii) any registration


                                       2
<Page>

rights agreement entered into in connection with the issuance of additional
notes following the Issue Date.

          "SENIOR NOTES" means the Initial Notes, the Exchange Notes, the
Private Exchange Notes, and any other 7.75% Senior Notes due 2011 issued after
the Issue Date in accordance with clause (iii) of Section 203 herein treated as
a single class of securities for all purposes, including voting, as amended or
supplemented from time to time in accordance with the terms of the Indenture,
that are issued pursuant to the Indenture.

          "SHELF REGISTRATION STATEMENT" means the registration statement filed
by the Issuer and the Guarantor in connection with the offer and sale of Senior
Notes (other than Exchange Notes), pursuant to the Registration Rights
Agreement.

          "TRANSFER RESTRICTED NOTES" means Senior Notes that bear or are
required to bear the legend set forth in Section 206 hereof.


                                   ARTICLE TWO

                     TERMS AND ISSUANCE OF THE SENIOR NOTES

          Section 201. ISSUE OF SENIOR NOTES. A series of Securities which shall
be designated the "7.75% Senior Notes due 2011" shall be executed, authenticated
and delivered in accordance with the provisions of, and shall in all respects be
subject to, the terms, conditions and covenants of the Indenture (including the
form of Initial Note and Exchange Note set forth hereto as Exhibits A and B,
respectively). The aggregate principal amount of Senior Notes of the series
created hereby which may be authenticated and delivered under the Original
Indenture shall initially be limited to US$200,000,000.

          Section 202. FORM OF SENIOR NOTES; INCORPORATION OF TERMS. The Initial
Notes, the Private Exchange Notes and any additional notes issued in
transactions exempt from registration under the Securities Act shall be
substantially in the form of EXHIBIT A. The Exchange Notes shall be
substantially in the form of EXHIBIT B. The Senior Notes may have such
notations, legends or endorsements approved as to form by the Issuer and
required, as applicable, by law, stock exchange rule, agreements to which the
Issuer is subject and/or usage. The terms of the Senior Notes set forth in
EXHIBIT A and EXHIBIT B are part of the terms of the Indenture.

          The Initial Notes are being offered and sold by UtiliCorp Canada
Ventures LLC, a Delaware limited liability company ("UCV") pursuant to a
Purchase Agreement, dated June 13, 2001, among the Issuer, the Guarantor, UCV
and the Purchasers (the "PURCHASE AGREEMENT").

          Section 203. EXECUTION AND AUTHENTICATION. The Trustee, upon a Company
Order and pursuant to the terms of the Indenture, shall authenticate and deliver
(i) Initial Notes for original issue in an initial aggregate principal amount of
US$200,000,000, (ii) Exchange Notes or Private Exchange Notes for issue only in
a Registered Exchange Offer or a Private Exchange, respectively, pursuant to the
Registration Rights Agreement, for a like principal amount of Initial Notes, and
(iii) additional Senior Notes for original issue after the Issue Date in the
amounts specified by the Issuer in a Company Order (and if in the form of
EXHIBIT A or B, as the case may



                                       3
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be, the same principal amount of Exchange Notes or Private Exchange Notes
exchanged therefor upon consummation of the Registered Exchange Offer) in each
case upon a Company Order. Such order shall specify the amount of the Senior
Notes to be authenticated, the date on which the original issue of Senior Notes
is to be authenticated, whether the Senior Notes are to be Initial Notes,
Exchange Notes, Private Exchange Notes or Senior Notes issued pursuant to clause
(iii) above, and the aggregate principal amount of Senior Notes outstanding on
the date of authentication. All of the Senior Notes issued under the Indenture
shall be treated as a single class for all purposes under the Indenture,
including, without limitation, waivers, amendments, and offers to purchase.

          Section 204. PLACE OF PAYMENT. The Place of Payment will be initially
the corporate trust offices of the Trustee which, at the date hereof, are
located at Bank One Trust Company, NA, One Bank One Plaza, Suite 0126, Chicago,
Illinois 60670-0126.

          Section 205. LIMITATION ON ISSUANCE OF MORTGAGE BONDS. The Guarantor
will not (a) issue any mortgage bonds under its General Mortgage Indenture and
Deed of Trust, dated September 15, 1988, between the Guarantor and Commerce Bank
of Kansas City, N.A., as Trustee (the "General Mortgage"); or (b) issue any
debenture or other obligation or instrument under the St. Joseph Power & Light
Company Indenture of Mortgage and Deed of Trust, dated as of April 1, 1946, as
amended and supplemented; PROVIDED, HOWEVER, that any such issuance of any
debenture or other obligation or instrument under any indenture referenced in
(a) or (b) shall be permitted where the Guarantor directly secures the Senior
Notes issued pursuant to this First Supplemental Indenture equally and ratably
with such debenture or other obligation or instrument issued under such
indenture.

          Section 206. LEGEND.

          (a) Except as permitted by the following paragraphs (b) and (c) each
Senior Note certificate evidencing a Global Note (and all Senior Notes issued in
exchange therefor or substitution thereof) shall bear a legend in substantially
the following form:

     "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
     1933, AS AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY
     PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF UTILICORP CANADA
     FINANCE CORPORATION AND UTILICORP UNTED INC. THAT THIS SECURITY MAY
     NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED OTHER THAN (1) TO
     UTILICORP CANADA FINANCE CORPORATION, UTILICORP UNITED INC. OR
     UTILICORP CANADA VENTURES LLC, (2) IN A TRANSACTION ENTITLED TO AN
     EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES
     ACT, (3) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO
     RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON WHOM THE
     SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN
     THE MEANING OF RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
     ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN


                                       4
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     THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
     RULE 144A OR (4) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE
     904 OF REGULATION S UNDER THE SECURITIES ACT."

          (b) Upon any sale or transfer of a Transfer Restricted Note pursuant
to Rule 144 under the Securities Act, the Depositary shall, subject to approval
by the Issuer and the provisions of Section 305 of the Indenture, permit the
Holder thereof to request the issuance of a certificated Senior Note that does
not bear the legend set forth above and rescind any restrictions on the transfer
of such Transfer Restricted Note, if the sale or exchange was made in reliance
on Rule 144 and the Holder certifies to that effect in writing to the
Depositary.

          (c) After a transfer of any Initial Notes or Private Exchange Notes
pursuant to and during the period of the effectiveness of a Shelf Registration
Statement with respect to such Initial Notes or Private Exchange Notes, as the
case may be, all requirements pertaining to legends on such Initial Note or such
Private Exchange Note shall cease to apply, the requirements requiring any such
Initial Note or such Private Exchange Note issued to certain Holders be issued
in global form shall cease to apply, and a certificated Initial Note or Private
Exchange Note without legends shall be available (subject to Section 304 of the
Indenture) to the transferee of the Holder of such Initial Notes or Private
Exchange Notes or upon receipt of directions to transfer such Holder's interest
in a Global Note, as applicable.

          (d) Upon the consummation of a Registered Exchange Offer with respect
to the Initial Notes pursuant to which Holders of such Initial Notes are offered
Exchange Notes in exchange for their Initial Notes, all requirements pertaining
to such Initial Notes that Initial Notes issued to certain Holders be issued in
global form shall cease to apply and certificated Initial Notes with the
restricted securities legend set forth in EXHIBIT A shall be available to
Holders of such Initial Notes that do not exchange their Initial Notes, and
Exchange Notes in certificated form shall be available (subject to Section 304
of the Indenture) to Holders that exchange such Initial Notes in such Registered
Exchange Offer.

          (e) Upon the consummation of a Private Exchange with respect to the
Initial Notes pursuant to which Holders of such Initial Notes are offered
Private Exchange Notes in exchange for their Initial Notes, all requirements
pertaining to such Initial Notes that Initial Notes issued to certain holders be
issued in global form shall still apply, and Private Exchange Notes in global
form with the restricted securities legend set forth in EXHIBIT A shall be
available to Holders that exchange such Initial Notes in such Private Exchange.


                                  ARTICLE THREE

                                  MISCELLANEOUS

          Section 301. EXECUTION OF SUPPLEMENTAL INDENTURE. This First
Supplemental Indenture is executed and shall be construed as an indenture
supplemental to the Original Indenture and, as provided in the Original
Indenture, this First Supplemental Indenture forms a part thereof.


                                       5
<Page>


          Section 302. CONFLICT WITH TRUST INDENTURE ACT. If any provision
hereof limits, qualifies or conflicts with another provision hereof which is
required to be included in this First Supplemental Indenture by any of the
provisions of the Trust Indenture Act, such required provision shall control.

          Section 303. EFFECT OF HEADINGS. The Article and Section headings
herein are for convenience only and shall not affect the construction hereof.

          Section 304. SUCCESSORS AND ASSIGNS. All covenants and agreements in
this First Supplemental Indenture by the Issuer and Guarantor shall bind their
successors and assigns, whether so expressed or not.

          Section 305. SEPARABILITY CLAUSE. In case any provision in this First
Supplemental Indenture or in the Senior Notes 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 306. BENEFITS OF FIRST SUPPLEMENTAL INDENTURE. Nothing in this
First Supplemental Indenture or in the Senior Notes, 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 First Supplemental Indenture.

          Section 307. GOVERNING LAW. This First Supplemental Indenture and each
Senior Note shall be deemed to be a contract made under the laws of the State of
New York, and for all purposes shall be governed by and construed in accordance
with the laws of said State.

          Section 308. EXECUTION AND COUNTERPARTS. This First Supplemental
Indenture may be executed in any number of counterparts, each of which shall be
deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument.




                                       6
<Page>


          IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental 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: Vice President, Finance,
                                                    Treasurer and Secretary



                                       BANK ONE TRUST COMPANY, NA,
                                        as Trustee


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




                                       7
<Page>


                                                                       EXHIBIT A


                              [GLOBAL NOTE LEGEND]

Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Issuer or its
agent for registration of transfer, exchange, or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

                         [FORM OF FACE OF INITIAL NOTE]

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY,
AGREES FOR THE BENEFIT OF UTILICORP CANADA FINANCE CORPORATION AND UTILICORP
UNITED INC. THE GUARANTOR THAT THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR
OTHERWISE TRANSFERRED OTHER THAN (1) TO UTILICORP CANADA FINANCE CORPORATION,
UTILICORP UNITED INC. AND UTILICORP CANADA VENTURES LLC, (2) IN A TRANSACTION
ENTITLED TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
SECURITIES ACT, (3) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (4) IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES
ACT.

RESTRICTED                                                           RESTRICTED

                      UTILICORP CANADA FINANCE CORPORATION

                           7.75% SENIOR NOTE DUE 2011

Number                                                       US$
       ------                                                CUSIP __________


          UtiliCorp Canada Finance Corporation, a Nova Scotia unlimited company
(herein called the "Issuer,"), for value received, hereby promises to pay to
Cede & Co., or registered assigns, the principal sum of (US$ ) on June 15,


                                       A-1
<Page>

2011, and to pay interest thereon from the date of the issuance of this Security
or from the most recent Interest Payment Date to which interest has been paid or
duly provided for, semi-annually in arrears on June 15 and December 15 in each
year, commencing December 15, 2001, at the rate per annum provided in the title
hereof until the principal hereof is paid or made available for payment, and,
subject to the terms of the Indenture, at the rate per annum on any overdue
principal and premium, if any, and (to the extent that the payment of such
interest shall be legally enforceable) on any overdue installment of interest.
The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in such Indenture, be paid to the Holder
in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such interest
payment, which shall be the 15th calendar day next preceding such Interest
Payment Date. Any such interest not so punctually paid or duly provided for
shall forthwith cease to be payable to the Holder on such Regular Record Date,
and may either be paid to the Holder in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, in which event notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special Record Date, or may
be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture.

          Payment of the principal of and premium, if any, and interest on this
Security will be made at the office or agency of the Trustee maintained for that
purpose in the Borough of Manhattan, The City of New York, in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. The Issuer may pay principal by
check payable in such money or by wire transfer to a dollar account maintained
by the Holder (if the Holder of the Security holds an aggregate principal amount
of Securities in excess of $5,000,000). The Issuer may pay interest by mailing a
dollar check to a Holder's registered address or, upon application by the Holder
hereof to the Security Registrar, not later than the applicable record date, by
wire transfer to a dollar account maintained by the Holder (if the Holder of the
Security holds an aggregate principal amount of Securities in excess of
$5,000,000).

          Reference is hereby made to the further provisions of this Security
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth in full at this place.

          Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof, or an Authenticating Agent, by
manual signature of one of its authorized officers, this Security shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.



                                      A-2

<Page>


          IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

                                       UTILICORP CANADA FINANCE CORPORATION



Dated: _______________, 20__            By: ______________________________
                                             Name:
                                             Title:


                                    GUARANTEE

          For value received, UtiliCorp United Inc., a Delaware corporation
(herein called the "Guarantor,"), hereby 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 the Guarantor. 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:



TRUSTEE'S CERTIFICATE OF
AUTHENTICATION

This is one of the Senior Notes
of the Series referred to in the
within-mentioned Indenture


BANK ONE TRUST COMPANY, NA,
   as Trustee



By: _________________________________



                                      A-3

<Page>


                        [FORM OF REVERSE OF INITIAL NOTE]

                      UTILICORP CANADA FINANCE CORPORATION

                           7.75% SENIOR NOTE DUE 2011


          This Senior Note is one of a duly authorized series of Securities of
the Issuer, issued and to be issued in one or more series under an Indenture
dated as of June 20, 2001 (the "Indenture") between the Issuer, UtiliCorp United
Inc., as Guarantor, and Bank One Trust Company, NA, as Trustee (herein called
the "Trustee"), to which Indenture and all indentures supplemental thereto
(including the First Supplemental Indenture dated as of June 20, 2001, which
authorizes the Senior Notes) reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Issuer, the Guarantor, the Trustee and the Holders of the Securities and the
terms upon which the Securities are, and are to be, authenticated and delivered.
This Security is one of the series designated on the face hereof, initially
limited in aggregate principal amount to US$200,000,000.

          The period commencing on an Interest Payment Date and ending on the
day preceding the next succeeding Interest Payment Date shall be an "Interest
Period," PROVIDED, HOWEVER, that the first Interest Period shall begin from the
date of the issuance of this Security and extend through December 14, 2001, the
day preceding the first Interest Payment Date.

          Interest on the Security will be calculated on the basis of the actual
number of days for which interest is payable in the relevant Interest Period,
divided by 360. All dollar amounts resulting from such calculation will be
rounded, if necessary, to the nearest cent with one-half cent rounded upward.

          1. SINKING FUND. This Security is not subject to any sinking fund.

          2. REDEMPTION. This Security may be redeemed at the option of the
Issuer at any time, in whole or in part, at a Redemption Price equal to the
greater of (1) the par value or (2) the sum of the present values of the
remaining scheduled payments of principal and interest on the notes being
redeemed, discounted to the Redemption Date on a semi-annual basis (assuming a
360-day year consisting of twelve 30-days months) at the Treasury Yield (as
defined below), plus 50 basis points, plus accrued interest, plus any Additional
Amounts.

          "Treasury Yield" means, for any Redemption Date, the rate per annum
equal to the semi-annual equivalent yield to maturity of the Comparable Treasury
Issue, assuming a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for
the Redemption Date.

        "Comparable Treasury Issue" means the United States Treasury Security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the notes that would be utilized, at the time of selection
and in accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of the
notes.


                                      A-4

<Page>


          "Comparable Treasury Price" means, for any redemption date, (1) the
average of the bid and asked prices for the Comparable Treasury Issue (expressed
in each case as a percentage of its principal amount) on the third business day
preceding the redemption date, as set forth in the daily statistical release (or
any successor release) published by the Federal Reserve Bank of New York and
designated "Composite 3:30 p.m. Quotations for U.S. Government Securities" or
(2) if that release (or any successor release) is not published or does not
contain those prices on that business day, (A) the average of the Reference
Treasury Dealer Quotations for the redemption date, after excluding the highest
and lowest Reference Treasury Dealer Quotations for the redemption date, or (B)
if the trustee obtains fewer than four Reference Treasury Dealer Quotations, the
average of all of the Quotations.

          "Independent Investment Banker" means Credit Suisse First Boston
Corporation or TD Securities (USA) Inc. or their successors or, if Credit Suisse
First Boston Corporation or TD Securities (USA) Inc. or their successors are
unwilling or unable to select the Comparable Treasury Issue, one of the
remaining Reference Treasury Dealers appointed by the trustee after consultation
with the Issuer.

          "Reference Treasury Dealer Quotations" means, for each Reference
Treasury Dealer and any redemption date, the average, as determined by the
trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the trustee by the Reference Treasury Dealer at 5:00 p.m. on the
third business day preceding the redemption date.

          "Reference Treasury Dealer" means (1) Credit Suisse First Boston
Corporation, TD Securities (USA) Inc. and any other primary U.S. Government
Securities dealer in New York City (a "Primary Treasury Dealer") designated by,
and not affiliated with Credit Suisse First Boston Corporation or TD Securities
(USA) Inc. and respective successors, provided, however, that if Credit Suisse
First Boston Corporation or TD Securities (USA) Inc. or any of their designees
ceases to be a Primary Treasury Dealer, the Issuer will appoint another Primary
Treasury Dealer as a substitute and (2) any other Primary Treasury Dealer
selected by the Issuer. Any redemption hereunder shall be made following prior
notice given to the relevant Holder(s) not more than 60 nor less than 30 days
prior to such redemption date. In the event of redemption of this Security in
part only, a new Security for the unredeemed portion hereof shall be issued in
the name of the relevant Holder(s) hereof upon surrender hereof.

          3. DEFEASANCE. The Indenture contains provisions for defeasance of (a)
the entire indebtedness of this Security and (b) certain restrictive covenants
upon compliance by the Issuer with certain conditions set forth therein.

          4. EVENTS OF DEFAULT. If an Event of Default with respect to
Securities of this series shall occur and be continuing, the principal of the
Securities of this series may be declared due and payable in the manner and with
the effect provided in the Indenture.

          5. AMENDMENT, SUPPLEMENT AND WAIVER. The Indenture permits, with
certain exceptions as therein provided, the amendment thereof and the
modification of the rights and obligations of the Issuer and the Guarantor and
the rights of the Holders of the Securities of each series to be affected under
the Indenture at any time by the Issuer, the Guarantor and the Trustee

                                      A-5

<Page>

with the consent of the Holders of not less than a majority in principal
amount of the Securities at the time Outstanding of all series to be affected
(voting as a class). The Indenture also contains provisions permitting the
Holders of specified percentages in principal amount of the Securities of
each series at the time Outstanding, on behalf of the Holders of all
Securities of such series, to waive compliance by the Issuer and the
Guarantor with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.

          6. OBLIGATION OF THE ISSUER AND THE GUARANTOR. No reference herein to
the Indenture and no provision of this Security or of the Indenture shall alter
or impair the obligation of the Issuer and the Guarantor, which is absolute and
unconditional, to pay the principal of and premium, if any, and interest, if
any, on this Security at the times, place and rate, and in the coin or currency,
herein prescribed.

          7. EXCHANGE OF SECURITY. This Security shall be exchangeable 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. This
Security shall be so exchangeable if (x) the 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 this 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 this
Security shall be of the same series, having the same interest rate, if any, and
maturity and having the same terms as this Security, in authorized denominations
and in the aggregate having the same principal amount as this Security and
registered in such names as the Depositary for such Global Security shall
direct.

          8. TRANSFERS OF SECURITY. As provided in the Indenture and subject to
certain limitations therein set forth, the transfer of a Security of the series
of which this Security is a part is registrable in the Security Register, upon
surrender of this Security for registration of transfer at the office or agency
of the Issuer in any place where the principal of and premium, if any, and
interest, if any, on this Security are payable, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Issuer and the
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series,
of authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.

          9. REGISTRATION RIGHTS. The Holders of any Security are entitled to
the benefits of the Registration Rights Agreement dated as of June 13, 2001,
among the Issuer, the Guarantor, Credit Suisse First Boston Corporation, TD
Securities (USA), Inc., BMO Nesbitt Burns Corp. and RBC Dominion Securities
Corporation.

          10. DENOMINATIONS OF SECURITY. The Securities of the series of which
this Security is a part are issuable only in registered form without coupons in
denominations of



                                       A-6
<Page>

$1,000 and in integral multiples thereof. As provided in the Indenture and
subject to certain limitations therein set forth, Securities of this series are
exchangeable for a like aggregate principal amount of Securities of this series
and of like tenor of a different authorized denomination, as requested by the
Holder surrendering the same.

          11. Additional Amounts. If the Issuer is required to withhold or
deduct any amount for or on account of any Taxes (as defined in the Indenture)
for any payment made under or with respect to this Security, the Issuer will pay
any Additional Amounts (as defined in the Indenture).

          12. No Service Charge. No service charge shall be made for any such
registration of transfer or exchange, but the Issuer may require payment of a
sum sufficient to cover any tax or other governmental charge payable in
connection therewith.

          13. PERSONS DEEMED OWNERS. Prior to due presentment of this Security
for registration of transfer, the Issuer, the Guarantor, the Trustee and any
agent of the Issuer or the Trustee may treat the Holder in whose name this
Security is registered as the owner hereof for all purposes, whether or not this
Security be overdue, and neither the Issuer, the Guarantor, the Trustee nor any
such agent shall be affected by notice to the contrary.

          14. GOVERNING LAW. This Security shall be governed by and construed in
accordance with the laws of the State of New York without regard to the conflict
of law principles thereof.

          15 TERMS. All terms used in this Security which are defined in the
Indenture or in any indenture supplemental thereto, but are not defined in this
Security, shall have the meanings assigned to them therein.

          16. CUSIP NUMBER. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Administration Procedures, the Issuer has caused a
CUSIP number to be printed on this Security and the Trustee may use such CUSIP
number in notices as a convenience to Holders. No representation is made as to
the accuracy of the CUSIP number either printed on this Security or as contained
in any notice and reliance may be placed only on other identification numbers
placed thereon.


                                      A-7

<Page>


                                                                       EXHIBIT B

                              [GLOBAL NOTE LEGEND]

Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Issuer or its
agent for registration of transfer, exchange, or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

                         [FORM OF FACE OF INITIAL NOTE]


REGISTERED                                                           REGISTERED

                      UTILICORP CANADA FINANCE CORPORATION

                           7.75% SENIOR NOTE DUE 2011

Number ___                                                               US%

                                                                 CUSIP

          UtiliCorp Canada Finance Corporation, a Nova Scotia unlimited company
(herein called the "Issuer,"), for value received, hereby promises to pay to
Cede & Co., or registered assigns, the principal sum of       (US$ )      on
June 15, 2011, and to pay interest thereon from the date of the issuance of
this Security or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, semi-annually in arrears on June 15 and
December 15 in each year, commencing December 15, 2001, at the rate per annum
provided in the title hereof until the principal hereof is paid or made
available for payment, and, subject to the terms of the Indenture, at the
rate per annum on any overdue principal and premium, if any, and (to the
extent that the payment of such interest shall be legally enforceable) on any
overdue installment of interest. The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the Holder in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest payment, which shall be the 15th calendar day
next preceding such Interest Payment Date. Any such interest not so
punctually paid or duly provided for shall forthwith cease to be payable to
the Holder on such Regular Record Date, and may either be paid to the Holder
in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment
of such Defaulted Interest to be fixed by the Trustee, in which event notice
whereof shall be given to Holders of Securities of this series not less than
10 days prior to such Special Record Date, or may be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities of this series may be

                                      B-1
<Page>

listed, and upon such notice as may be required by such exchange, all as more
fully provided in said Indenture.

          Payment of the principal of and premium, if any, and interest on this
Security will be made at the office or agency of the Trustee maintained for that
purpose in the Borough of Manhattan, The City of New York, in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. The Issuer may pay principal by
check payable in such money or by wire transfer to a dollar account maintained
by the Holder (if the Holder of the Security holds an aggregate principal amount
of Securities in excess of $5,000,000). The Issuer may pay interest by mailing a
dollar check to a Holder's registered address or, upon application by the Holder
hereof to the Security Registrar, not later than the applicable record date, by
wire transfer to a dollar account maintained by the Holder (if the Holder of the
Security holds an aggregate principal amount of Securities in excess of
$5,000,000).

          Reference is hereby made to the further provisions of this Security
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth in full at this place.

          Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof, or an Authenticating Agent, by
manual signature of one of its authorized officers, this Security shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.












                                      B-2

<Page>


          IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

                                       UTILICORP CANADA FINANCE
                                        CORPORATION


Dated:   ______, 20__                  By: ________________________________
                                           Name:
                                           Title:

                                    GUARANTEE

          For value received, UtiliCorp United Inc., a Delaware corporation
(herein called the "Guarantor,"), hereby 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 the Guarantor. 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:

TRUSTEE'S CERTIFICATE OF
AUTHENTICATION

This is one of the Senior Notes
of the Series referred to in the
within-mentioned Indenture


BANK ONE TRUST COMPANY, NA,
   as Trustee


By: _________________________________













                                      B-3
<Page>



                        [FORM OF REVERSE OF INITIAL NOTE]


                      UTILICORP CANADA FINANCE CORPORATION

                           7.75% SENIOR NOTE DUE 2011


          This Senior Note is one of a duly authorized series of Securities of
the Issuer, issued and to be issued in one or more series under an Indenture
dated as of June 20, 2001 (the "Indenture") between the Issuer, UtiliCorp United
Inc., as Guarantor, and Bank One Trust Company, NA, as Trustee (herein called
the "Trustee"), to which Indenture and all indentures supplemental thereto
(including the First Supplemental Indenture dated as of June 20, 2001, which
authorizes the Senior Notes) reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Issuer, the Guarantor, the Trustee and the Holders of the Securities and the
terms upon which the Securities are, and are to be, authenticated and delivered.
This Security is one of the series designated on the face hereof, initially
limited in aggregate principal amount to US$200,000,000.

          The period commencing on an Interest Payment Date and ending on the
day preceding the next succeeding Interest Payment Date shall be an "Interest
Period," PROVIDED, HOWEVER, that the first Interest Period shall begin from the
date of the issuance of this Security and extend through December 14, 2001.

          Interest on the Security will be calculated on the basis of the actual
number of days for which interest is payable in the relevant Interest Period,
divided by 360. All dollar amounts resulting from such calculation will be
rounded, if necessary, to the nearest cent with one-half cent rounded upward.

          1. SINKING FUND. This Security is not subject to any sinking fund.

          2. REDEMPTION. This Security may be redeemed at the option of the
Issuer at any time, in whole or in part, at a Redemption Price equal to the
greater of (1) the par value or (2) the sum of the present values of the
remaining scheduled payments of principal and interest on the notes being
redeemed, discounted to the Redemption Date on a semi-annual basis (assuming a
360-day year consisting of twelve 30-days months) at the Treasury Yield (as
defined below), plus 50 basis points, plus accrued interest, plus any Additional
Amounts.

          "Treasury Yield" means, for any Redemption Date, the rate per annum
equal to the semi-annual equivalent yield to maturity of the Comparable Treasury
Issue, assuming a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for
the Redemption Date.

          "Comparable Treasury Issue" means the United States Treasury Security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the notes that would be utilized, at the time of selection
and in accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of the
notes.


                                      B-4

<Page>

          "Comparable Treasury Price" means, for any redemption date, (1) the
average of the bid and asked prices for the Comparable Treasury Issue (expressed
in each case as a percentage of its principal amount) on the third business day
preceding the redemption date, as set forth in the daily statistical release (or
any successor release) published by the Federal Reserve Bank of New York and
designated "Composite 3:30 p.m. Quotations for U.S. Government Securities" or
(2) if that release (or any successor release) is not published or does not
contain those prices on that business day, (A) the average of the Reference
Treasury Dealer Quotations for the redemption date, after excluding the highest
and lowest Reference Treasury Dealer Quotations for the redemption date, or (B)
if the trustee obtains fewer than four Reference Treasury Dealer Quotations, the
average of all of the Quotations.

          "Independent Investment Banker" means Credit Suisse First Boston
Corporation or TD Securities (USA) Inc. or their successors or, if Credit Suisse
First Boston Corporation or TD Securities (USA) Inc. or their successors are
unwilling or unable to select the Comparable Treasury Issue, one of the
remaining Reference Treasury Dealers appointed by the trustee after consultation
with the Issuer.

          "Reference Treasury Dealer Quotations" means, for each Reference
Treasury Dealer and any redemption date, the average, as determined by the
trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the trustee by the Reference Treasury Dealer at 5:00 p.m. on the
third business day preceding the redemption date.

          "Reference Treasury Dealer" means (1) Credit Suisse First Boston
Corporation, TD Securities (USA) Inc. and any other primary U.S. Government
Securities dealer in New York City (a "Primary Treasury Dealer") designated by,
and not affiliated with Credit Suisse First Boston Corporation or TD Securities
(USA) Inc. and respective successors, provided, however, that if Credit Suisse
First Boston Corporation or TD Securities (USA) Inc. or any of their designees
ceases to be a Primary Treasury Dealer, the Issuer will appoint another Primary
Treasury Dealer as a substitute and (2) any other Primary Treasury Dealer
selected by the Issuer. Any redemption hereunder shall be made following prior
notice given to the relevant Holder(s) not more than 60 nor less than 30 days
prior to such redemption date. In the event of redemption of this Security in
part only, a new Security for the unredeemed portion hereof shall be issued in
the name of the relevant Holder(s) hereof upon surrender hereof.

          3. DEFEASANCE. The Indenture contains provisions for defeasance of (a)
the entire indebtedness of this Security and (b) certain restrictive covenants
upon compliance by the Issuer with certain conditions set forth therein.

          4. EVENTS OF DEFAULT. If an Event of Default with respect to
Securities of this series shall occur and be continuing, the principal of the
Securities of this series may be declared due and payable in the manner and with
the effect provided in the Indenture.

          5. AMENDMENT, SUPPLEMENT AND WAIVER. The Indenture permits, with
certain exceptions as therein provided, the amendment thereof and the
modification of the rights and obligations of the Issuer and the Guarantor and
the rights of the Holders of the Securities of each series to be affected under
the Indenture at any time by the Issuer, the Guarantor and the Trustee






                                      B-5


<Page>

with the consent of the Holders of not less than a majority in principal amount
of the Securities at the time Outstanding of all series to be affected (voting
as a class). The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of such series,
to waive compliance by the Issuer and the Guarantor with certain provisions of
the Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Security shall be
conclusive and binding upon such Holder and upon all future Holders of this
Security and of any Security issued upon the registration of transfer hereof or
in exchange hereof or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Security.

          6. OBLIGATION OF THE ISSUER AND THE GUARANTOR. No reference herein to
the Indenture and no provision of this Security or of the Indenture shall alter
or impair the obligation of the Issuer and the Guarantor, which is absolute and
unconditional, to pay the principal of and premium, if any, and interest, if
any, on this Security at the times, place and rate, and in the coin or currency,
herein prescribed.

          7. EXCHANGE OF SECURITY. This Security shall be exchangeable 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. This
Security shall be so exchangeable if (x) the 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 this 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 this
Security shall be of the same series, having the same interest rate, if any, and
maturity and having the same terms as this Security, in authorized denominations
and in the aggregate having the same principal amount as this Security and
registered in such names as the Depositary for such Global Security shall
direct.

          8. TRANSFERS OF SECURITY. As provided in the Indenture and subject to
certain limitations therein set forth, the transfer of a Security of the series
of which this Security is a part is registrable in the Security Register, upon
surrender of this Security for registration of transfer at the office or agency
of the Issuer in any place where the principal of and premium, if any, and
interest, if any, on this Security are payable, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Issuer and the
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series,
of authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.

          9. REGISTRATION RIGHTS. The Holders of any Security are entitled to
the benefits of the Registration Rights Agreement dated as of June 13, 2001,
among the Issuer, the Guarantor, Credit Suisse First Boston Corporation, TD
Securities (USA), Inc., BMO Nesbitt Burns Corp. and RBC Dominion Securities
Corporation.

          10. DENOMINATIONS OF SECURITY. The Securities of the series of which
this Security is a part are issuable only in registered form without coupons in
denominations of


                                      B-6

<Page>

$1,000 and in integral multiples thereof. As provided in the Indenture and
subject to certain limitations therein set forth, Securities of this series are
exchangeable for a like aggregate principal amount of Securities of this series
and of like tenor of a different authorized denomination, as requested by the
Holder surrendering the same.

          11. Additional Amounts. If the Issuer is required to withhold or
deduct any amount for or on account of any Taxes (as defined in the Indenture)
for any payment made under or with respect to this Security, the Issuer will pay
any Additional Amounts (as defined in the Indenture).

          12. No Service Charge. No service charge shall be made for any such
registration of transfer or exchange, but the Issuer may require payment of a
sum sufficient to cover any tax or other governmental charge payable in
connection therewith.

          13. PERSONS DEEMED OWNERS. Prior to due presentment of this Security
for registration of transfer, the Issuer, the Guarantor, the Trustee and any
agent of the Issuer or the Trustee may treat the Holder in whose name this
Security is registered as the owner hereof for all purposes, whether or not this
Security be overdue, and neither the Issuer, the Guarantor, the Trustee nor any
such agent shall be affected by notice to the contrary.

          14. GOVERNING LAW. This Security shall be governed by and construed in
accordance with the laws of the State of New York without regard to the conflict
of law principles thereof.

          15. TERMS. All terms used in this Security which are defined in the
Indenture or in any indenture supplemental thereto, but are not defined in this
Security, shall have the meanings assigned to them therein.

          16. CUSIP NUMBER. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Administration Procedures, the Issuer has caused a
CUSIP number to be printed on this Security and the Trustee may use such CUSIP
number in notices as a convenience to Holders. No representation is made as to
the accuracy of the CUSIP number either printed on this Security or as contained
in any notice and reliance may be placed only on other identification numbers
placed thereon.





                                      B-7