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                                                                    Exhibit 4(d)

                                                                  EXECUTION COPY





                                  $200,000,000

                      UTILICORP CANADA FINANCE CORPORATION

                           7.75% SENIOR NOTES DUE 2011

                   GUARANTEED AS TO PRINCIPAL AND INTEREST BY

                              UTILICORP UNITED INC.


                          REGISTRATION RIGHTS AGREEMENT


                                                                   June 13, 2001

CREDIT SUISSE FIRST BOSTON CORPORATION
TD SECURITIES (USA) INC.
BMO NESBITT BURNS CORP.
RBC DOMINION SECURITIES CORPORATION
c/o Credit Suisse First Boston Corporation
Eleven Madison Avenue
New York, New York 10010-3629

Dear Sirs:

          UtiliCorp Canada Finance Corporation, a Nova Scotia unlimited company
(the "ISSUER"), proposes to issue and sell to UtiliCorp Canada Ventures LLC, a
Delaware limited liability company (the "SELLING NOTEHOLDER"), and the Selling
Noteholder proposes to sell to Credit Suisse First Boston Corporation, TD
Securities (USA) Inc., BMO Nesbitt Burns Corp. and RBC Dominion Securities
Corporation (collectively, the "PURCHASERS"), upon the terms set forth in a
purchase agreement of even date herewith (the "PURCHASE AGREEMENT"),
$200,000,000 aggregate principal amount of the Issuer's 7.75% Senior Notes due
2011 (the "INITIAL SECURITIES") to be guaranteed (the "GUARANTEE") by UtiliCorp
United Inc., a Delaware corporation (the "GUARANTOR" and, collectively with the
Issuer, the "Company"). The Initial Securities will be issued pursuant to an
Indenture, dated as of June 20, 2001, as amended and supplemented by the First
Supplemental Indenture, dated as of June 20, 2001 (the "INDENTURE"), among the
Issuer, the Guarantor and Bank One Trust Company, N.A., as trustee (the
"TRUSTEE"). As an inducement to the Purchasers to enter into the Purchase
Agreement, the Company agrees



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with the Purchasers, for the benefit of the Purchasers and the holders of the
Securities (as defined below) (collectively the "HOLDERS"), as follows:

     1. REGISTERED EXCHANGE OFFER. Unless not permitted by applicable law (after
the Company has complied with the ultimate paragraph of this Section 1), the
Company shall prepare and, not later than 90 days (such 90th day being a "FILING
DEADLINE") after the date on which the Purchasers purchase the Initial
Securities pursuant to the Purchase Agreement (the "CLOSING DATE"), file with
the Securities and Exchange Commission (the "COMMISSION") a registration
statement (the "EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form
under the Securities Act of 1933, as amended (the "SECURITIES ACT"), with
respect to a proposed offer (the "REGISTERED EXCHANGE OFFER") to the Holders of
Transfer Restricted Securities (as defined in Section 6 hereof), who are not
prohibited by any law or policy of the Commission from participating in the
Registered Exchange Offer, to issue and deliver to such Holders, in exchange for
the Initial Securities, a like aggregate principal amount of debt securities of
the Company issued under the Indenture, identical in all material respects to
the Initial Securities and registered under the Securities Act (the "EXCHANGE
SECURITIES"). The Company shall use its reasonable efforts to (i) cause such
Exchange Offer Registration Statement to become effective under the Securities
Act within 210 days after the Closing Date (such 210th day being an
"EFFECTIVENESS DEADLINE") and (ii) keep the Exchange Offer Registration
Statement effective for not less than 30 days (or longer, if required by
applicable law) after the date notice of the Registered Exchange Offer is mailed
to the Holders (such period being called the "EXCHANGE OFFER REGISTRATION
PERIOD").

     If the Company commences the Registered Exchange Offer, the Company (i)
will be entitled to consummate the Registered Exchange Offer 30 days after such
commencement (provided that the Company has accepted all the Initial Securities
theretofore validly tendered in accordance with the terms of the Registered
Exchange Offer) and (ii) will be required to consummate the Registered Exchange
Offer no later than 50 days after the date on which the Exchange Offer
Registration Statement is declared effective (such 50th day being the
"CONSUMMATION DEADLINE").

     Following the declaration of the effectiveness of the Exchange Offer
Registration Statement, the Company shall promptly commence the Registered
Exchange Offer, it being the objective of such Registered Exchange Offer to
enable each Holder of Transfer Restricted Securities electing to exchange the
Initial Securities for Exchange Securities (assuming that such Holder is not an
affiliate of the Company within the meaning of the Securities Act, acquires the
Exchange Securities in the ordinary course of such Holder's business and has no
arrangements with any person to participate in the distribution of the Exchange
Securities and is not prohibited by any law or policy of the Commission from
participating in the Registered Exchange Offer) to trade such Exchange
Securities from and after their receipt without any limitations or restrictions
under the Securities Act and without material restrictions under the securities
laws of the several states of the United States.

     The Company acknowledges that, pursuant to current interpretations by the
Commission's staff of Section 5 of the Securities Act, in the absence of an
applicable exemption


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therefrom, (i) each Holder which is a broker-dealer electing to exchange Initial
Securities, acquired for its own account as a result of market making activities
or other trading activities, for Exchange Securities (an "EXCHANGING DEALER"),
is required to deliver a prospectus containing the information set forth in (a)
ANNEX A hereto on the cover, (b) ANNEX B hereto in the "Exchange Offer
Procedures" section and the "Purpose of the Exchange Offer" section, and (c)
ANNEX C hereto in the "Plan of Distribution" section of such prospectus in
connection with a sale of any such Exchange Securities received by such
Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an
Purchaser that elects to sell Securities (as defined below) acquired in exchange
for Initial Securities constituting any portion of an unsold allotment, is
required to deliver a prospectus containing the information required by Items
507 or 508 of Regulation S-K under the Securities Act, as applicable, in
connection with such sale.

     The Company shall use its reasonable efforts to keep the Exchange Offer
Registration Statement effective and to amend and supplement the prospectus
contained therein, in order to permit such prospectus to be lawfully delivered
by all persons subject to the prospectus delivery requirements of the Securities
Act for such period of time as such persons must comply with such requirements
in order to resell the Exchange Securities; PROVIDED, HOWEVER, that (i) in the
case where such prospectus and any amendment or supplement thereto must be
delivered by an Exchanging Dealer or an Purchaser, such period shall be the
lesser of 180 days and the date on which all Exchanging Dealers and the
Purchasers have sold all Exchange Securities held by them (unless such period is
extended pursuant to Section 3(j) below) and (ii) the Company shall make such
prospectus and any amendment or supplement thereto available to any
broker-dealer for use in connection with any resale of any Exchange Securities
for a period of not less than 180 days after the consummation of the Registered
Exchange Offer.

     If, upon consummation of the Registered Exchange Offer, any Purchaser holds
Initial Securities acquired by it as part of its initial distribution, the
Company, simultaneously with the delivery of the Exchange Securities pursuant to
the Registered Exchange Offer, shall issue and deliver to such Purchaser upon
the written request of such Purchaser, in exchange (the "PRIVATE EXCHANGE") for
the Initial Securities held by such Purchaser, a like principal amount of debt
securities of the Company issued under the Indenture and identical in all
material respects to the Initial Securities (the "PRIVATE EXCHANGE SECURITIES").
The Initial Securities, the Exchange Securities and the Private Exchange
Securities are herein collectively called the "SECURITIES".

     In connection with the Registered Exchange Offer, the Company shall:

          (a) mail to each Holder a copy of the prospectus forming part of the
     Exchange Offer Registration Statement, together with an appropriate letter
     of transmittal and related documents;

          (b) keep the Registered Exchange Offer open for not less than 30 days
     (or longer, if required by applicable law) after the date notice thereof is
     mailed to the Holders;


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          (c) utilize the services of a depositary for the Registered Exchange
     Offer with an address in the Borough of Manhattan, The City of New York,
     which may be the Trustee or an affiliate of the Trustee;

          (d) permit Holders to withdraw tendered Securities at any time prior
     to the close of business, New York time, on the last business day on which
     the Registered Exchange Offer shall remain open; and

          (e) otherwise comply with all applicable laws.

     As soon as practicable after the close of the Registered Exchange Offer or
the Private Exchange, as the case may be, the Company shall:

          (x) accept for exchange all the Securities validly tendered and not
     withdrawn pursuant to the Registered Exchange Offer and the Private
     Exchange;

          (y) deliver to the Trustee for cancellation all the Initial Securities
     so accepted for exchange; and

          (z) cause the Trustee to authenticate and deliver promptly to each
     Holder of the Initial Securities, Exchange Securities or Private Exchange
     Securities, as the case may be, equal in principal amount to the Initial
     Securities of such Holder so accepted for exchange.

     The Indenture will provide that the Exchange Securities will not be subject
to the transfer restrictions set forth in the Indenture and that all the
Securities will vote and consent together on all matters as one class and that
none of the Securities will have the right to vote or consent as a class
separate from one another on any matter.

     Interest on each Exchange Security and Private Exchange Security issued
pursuant to the Registered Exchange Offer and in the Private Exchange will
accrue from the last interest payment date on which interest was paid on the
Initial Securities surrendered in exchange therefor or, if no interest has been
paid on the Initial Securities, from the date of original issue of the Initial
Securities.

     Each Holder participating in the Registered Exchange Offer shall be
required to represent to the Company that at the time of the consummation of the
Registered Exchange Offer (i) any Exchange Securities received by such Holder
will be acquired in the ordinary course of business, (ii) such Holder will have
no arrangements or understanding with any person to participate in the
distribution of the Securities or the Exchange Securities within the meaning of
the Securities Act, (iii) such Holder is not an "affiliate," as defined in Rule
405 of the Securities Act, of the Company or if it is an affiliate, such Holder
will comply with the registration and prospectus delivery requirements of the
Securities Act to the extent applicable, (iv) if such Holder is not a
broker-dealer, that it is not engaged in, and does not intend to engage in, the
distribution of the Exchange Securities and (v) if such Holder is a
broker-dealer, that it will receive Exchange



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Securities for its own account in exchange for Initial Securities that were
acquired as a result of market-making activities or other trading activities and
that it will be required to acknowledge that it will deliver a prospectus in
connection with any resale of such Exchange Securities.

     Notwithstanding any other provisions hereof, the Company will ensure that
(i) any Exchange Offer Registration Statement and any amendment thereto and any
prospectus forming part thereof and any supplement thereto complies in all
material respects with the Securities Act and the rules and regulations
thereunder, (ii) any Exchange Offer Registration Statement and any amendment
thereto does not, when it becomes effective, contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading and (iii) any prospectus
forming part of any Exchange Offer Registration Statement, and any supplement to
such prospectus, does not include an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary in order to
make the statements therein, in the light of the circumstances under which they
were made, not misleading.

     If following the date hereof there has been announced a change in
Commission policy with respect to exchange offers that in the reasonable opinion
of counsel to the Company raises a substantial question as to whether the
Registered Exchange Offer is permitted by applicable federal law, the Company
will use its reasonable efforts to seek a no-action letter or other favorable
decision from the Commission allowing the Company to consummate the Registered
Exchange Offer. The Company will pursue the issuance of such a decision to the
Commission staff level. In connection with the foregoing, the Company will take
all such other actions as may be requested by the Commission or otherwise
required in connection with the issuance of such decision, including without
limitation (i) participating in telephonic conferences with the Commission, (ii)
delivering to the Commission staff an analysis prepared by counsel to the
Company setting forth the legal bases, if any, upon which such counsel has
concluded that the Registered Exchange Offer should be permitted and (iii)
diligently pursuing a resolution (which need not be favorable) by the Commission
staff. Notwithstanding the foregoing, the Company has no obligation to take any
action under this paragraph if the action would not substantially advance the
likelihood that the Company would be permitted to consummate the Registered
Exchange Offer in a reasonable period of time and without substantial additional
actions than otherwise would be required by applicable federal law existing on
the date of this Agreement.

     2. SHELF REGISTRATION. If,

     (i) because of any change in law or in applicable interpretations thereof
by the staff of the Commission, the Company is not permitted to effect a
Registered Exchange Offer, as contemplated by Section 1 hereof;

     (ii) because of any change in law or in applicable interpretations thereof
by the staff of the Commission prior to the 90th day after the Closing Date, the
Company, pursuant to the ultimate paragraph of Section 1 hereof, undertakes
reasonable and prompt efforts to obtain a favorable no-action letter or other
decision from the Commission to allow the Company to consummate the Registered
Exchange Offer and a response from the Commission has not been received prior to


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the 110th day after the Closing Date and Additional Interest (as defined in
Section 6 hereof) has been assessed pursuant to Section 6(a)(i) hereof;

     (iii) the Registered Exchange Offer is not consummated by the 250th day
after the Closing Date;

     (iv) any Purchaser so requests and notifies the Company within 10 business
days following the consummation of the Registered Exchange Offer with respect to
the Initial Securities (or the Private Exchange Securities) not eligible to be
exchanged for Exchange Securities in the Registered Exchange Offer and held by
it following consummation of the Registered Exchange Offer; or

     (v) any Holder (other than an Exchanging Dealer) is not eligible to
participate in the Registered Exchange Offer or, in the case of any Holder
(other than an Exchanging Dealer) that participates in the Registered Exchange
Offer, such Holder does not receive freely tradable Exchange Securities on the
date of the exchange and any such Holder so requests and notifies the Company
within 10 business days following the consummation of the Registered Exchange
Offer, the Company shall take the following actions (the date on which any of
the conditions described in the foregoing clauses (i) through (v) occur,
including in the case of clauses (iv) or (v) the receipt of the required notice,
being a "TRIGGER DATE"):

          (a) The Company shall promptly (but in no event more than 60 days
     after the Trigger Date (such 60th day being a "FILING DEADLINE")) file with
     the Commission and thereafter use its reasonable efforts to cause to be
     declared effective no later than 140 days after the Trigger Date (such
     140th day being an "EFFECTIVENESS DEADLINE") a registration statement (the
     "SHELF REGISTRATION STATEMENT" and, together with the Exchange Offer
     Registration Statement, a "REGISTRATION STATEMENT") on an appropriate form
     under the Securities Act relating to the offer and sale of the Transfer
     Restricted Securities by the Holders thereof from time to time in
     accordance with the methods of distribution set forth in the Shelf
     Registration Statement and Rule 415 under the Securities Act (hereinafter,
     the "SHELF Registration"); PROVIDED, HOWEVER, that no Holder (other than
     any Purchaser) shall be entitled to have the Securities held by it covered
     by such Shelf Registration Statement unless such Holder agrees in writing
     to be bound by all the provisions of this Agreement applicable to such
     Holder.

          (b) The Company shall use its reasonable efforts to keep the Shelf
     Registration Statement continuously effective in order to permit the
     prospectus included therein to be lawfully delivered by the Holders of the
     relevant Securities, for a period of two years (or for such longer period
     if extended pursuant to Section 3(j) below) from the date of its
     effectiveness or such shorter period that will terminate when all the
     Securities covered by the Shelf Registration Statement (i) have been sold
     pursuant thereto or (ii) are no longer restricted securities (as defined in
     Rule 144 under the Securities Act, or any successor rule thereof). The
     Company shall be deemed not to have used its reasonable efforts to keep the
     Shelf Registration Statement effective during the requisite period if it
     voluntarily takes any action that would result in Holders of Securities
     covered thereby not being able


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     to offer and sell such Securities during that period, unless such action is
     required by applicable law.

          (c) Notwithstanding any other provisions of this Agreement to the
     contrary, the Company shall cause the Shelf Registration Statement and the
     related prospectus and any amendment or supplement thereto, as of the
     effective date of the Shelf Registration Statement, amendment or
     supplement, (i) to comply in all material respects with the applicable
     requirements of the Securities Act and the rules and regulations of the
     Commission and (ii) not to contain any untrue statement of a material fact
     or omit to state a material fact required to be stated therein or necessary
     in order to make the statements therein, in light of the circumstances
     under which they were made, not misleading.

     3. REGISTRATION PROCEDURES. In connection with any Shelf Registration
contemplated by Section 2 hereof and, to the extent applicable, any Registered
Exchange Offer contemplated by Section 1 hereof, the following provisions shall
apply:

          (a) The Company shall (i) furnish to each Purchaser, prior to the
     filing thereof with the Commission, a copy of the Registration Statement
     and each amendment thereof and each supplement, if any, to the prospectus
     included therein and, in the event that an Purchaser (with respect to any
     portion of an unsold allotment from the original offering) is participating
     in the Registered Exchange Offer or the Shelf Registration Statement, the
     Company shall use its reasonable efforts to reflect in each such document,
     when so filed with the Commission, such comments as such Purchaser
     reasonably may propose; (ii) include the information set forth in Annex A
     hereto on the cover, in Annex B hereto in the "Exchange Offer Procedures"
     section and the "Purpose of the Exchange Offer" section and in Annex C
     hereto in the "Plan of Distribution" section of the prospectus forming a
     part of the Exchange Offer Registration Statement and include the
     information set forth in ANNEX D hereto in the Letter of Transmittal
     delivered pursuant to the Registered Exchange Offer; (iii) if requested by
     an Purchaser, include the information required by Items 507 or 508 of
     Regulation S-K under the Securities Act, as applicable, in the prospectus
     forming a part of the Exchange Offer Registration Statement; (iv) include
     within the prospectus contained in the Exchange Offer Registration
     Statement a section entitled "Plan of Distribution," reasonably acceptable
     to the Purchasers, which shall contain a summary statement of the positions
     taken or policies made by the staff of the Commission with respect to the
     potential "underwriter" status of any broker-dealer that is the beneficial
     owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934,
     as amended (the "Exchange Act")) of Exchange Securities received by such
     broker-dealer in the Registered Exchange Offer (a "PARTICIPATING
     BROKER-DEALER"), whether such positions or policies have been publicly
     disseminated by the staff of the Commission or such positions or policies,
     in the reasonable judgment of the Purchasers based upon advice of counsel
     (which may be in-house counsel), represent the prevailing views of the
     staff of the Commission; and (v) in the case of a Shelf Registration
     Statement, include the names of the Holders who propose to sell Securities
     pursuant to the Shelf Registration Statement as selling securityholders.


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          (b) The Company shall give written notice to the Purchasers, the
     Holders of the Securities and any Participating Broker-Dealer from whom the
     Company has received prior written notice that it will be a Participating
     Broker-Dealer in the Registered Exchange Offer (which notice pursuant to
     clauses (ii)-(v) hereof shall be accompanied by an instruction to suspend
     the use of the prospectus until the requisite changes have been made):

               (i) when the Registration Statement or any amendment thereto has
          been filed with the Commission and when the Registration Statement or
          any post-effective amendment thereto has become effective;

               (ii) of any request by the Commission for amendments or
          supplements to the Registration Statement or the prospectus included
          therein or for additional information;

               (iii) of the issuance by the Commission of any stop order
          suspending the effectiveness of the Registration Statement or the
          initiation of any proceedings for that purpose;

               (iv) of the receipt by the Company or its legal counsel of any
          notification with respect to the suspension of the qualification of
          the Securities for sale in any jurisdiction or the initiation or
          threatening of any proceeding for such purpose; and

               (v) of the happening of any event that requires the Company to
          make changes in the Registration Statement or the prospectus in order
          that the Registration Statement or the prospectus do not contain an
          untrue statement of a material fact nor omit to state a material fact
          required to be stated therein or necessary to make the statements
          therein (in the case of the prospectus, in light of the circumstances
          under which they were made) not misleading.

          (c) The Company shall make every reasonable effort to obtain the
     withdrawal at the earliest possible time, of any order suspending the
     effectiveness of the Registration Statement.

          (d) The Company shall furnish to each Holder of Securities included
     within the coverage of the Shelf Registration, without charge, at least one
     copy of the Shelf Registration Statement and any post-effective amendment
     thereto, including financial statements and schedules, and, if the Holder
     so requests in writing, all exhibits thereto (including those, if any,
     incorporated by reference).

          (e) The Company shall deliver to each Exchanging Dealer and each
     Purchaser, and to any other Holder who so requests, without charge, at
     least one copy of the Exchange Offer Registration Statement and any
     post-effective amendment thereto,



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     including financial statements and schedules, and, if any Purchaser or any
     such Holder requests, all exhibits thereto (including those incorporated by
     reference).

          (f) The Company shall, during the Shelf Registration Period, deliver
     to each Holder of Securities included within the coverage of the Shelf
     Registration, without charge, as many copies of the prospectus (including
     each preliminary prospectus) included in the Shelf Registration Statement
     and any amendment or supplement thereto as such person may reasonably
     request. The Company consents, subject to the provisions of this Agreement,
     to the use of the prospectus or any amendment or supplement thereto by each
     of the selling Holders of the Securities in connection with the offering
     and sale of the Securities covered by the prospectus, or any amendment or
     supplement thereto, included in the Shelf Registration Statement.

          (g) The Company shall deliver to each Purchaser, any Exchanging
     Dealer, any Participating Broker-Dealer and such other persons required to
     deliver a prospectus following the Registered Exchange Offer, without
     charge, as many copies of the final prospectus included in the Exchange
     Offer Registration Statement and any amendment or supplement thereto as
     such persons may reasonably request. The Company consents, subject to the
     provisions of this Agreement, to the use of the prospectus or any amendment
     or supplement thereto by any Purchaser, if necessary, any Participating
     Broker-Dealer and such other persons required to deliver a prospectus
     following the Registered Exchange Offer in connection with the offering and
     sale of the Exchange Securities covered by the prospectus, or any amendment
     or supplement thereto, included in such Exchange Offer Registration
     Statement.

          (h) Prior to any public offering of the Securities pursuant to any
     Registration Statement the Company shall register or qualify or cooperate
     with the Holders of the Securities included therein and their respective
     counsel in connection with the registration or qualification of the
     Securities for offer and sale under the securities or "blue sky" laws of
     such states of the United States as any Holder of the Securities reasonably
     requests in writing and do any and all other acts or things necessary or
     advisable to enable the offer and sale in such jurisdictions of the
     Securities covered by such Registration Statement; PROVIDED, HOWEVER, that
     the Company shall not be required to (i) qualify generally to do business
     in any jurisdiction where it is not then so qualified or (ii) take any
     action which would subject it to general service of process or to taxation
     in any jurisdiction where it is not then so subject.

          (i) The Company shall cooperate with the Holders of the Securities to
     facilitate the timely preparation and delivery of certificates representing
     the Securities to be sold pursuant to any Registration Statement free of
     any restrictive legends and in such denominations and registered in such
     names as the Holders may request a reasonable period of time prior to sales
     of the Securities pursuant to such Registration Statement.

          (j) Upon the occurrence of any event contemplated by paragraphs (ii)
     through (v) of Section 3(b) above during the period for which the Company
     is required to maintain an



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     effective Registration Statement, the Company shall promptly prepare and
     file a post-effective amendment to the Registration Statement or a
     supplement to the related prospectus and any other required document so
     that, as thereafter delivered to Holders of the Securities or purchasers of
     Securities, the prospectus will not contain an untrue statement of a
     material fact or omit to state any material fact required to be stated
     therein or necessary to make the statements therein, in light of the
     circumstances under which they were made, not misleading. If the Company
     notifies the Purchasers, the Holders of the Securities and any known
     Participating Broker-Dealer in accordance with paragraphs (ii) through (v)
     of Section 3(b) above to suspend the use of the prospectus until the
     requisite changes to the prospectus have been made, then the Purchasers,
     the Holders of the Securities and any such Participating Broker-Dealers
     shall suspend use of such prospectus, and the period of effectiveness of
     the Shelf Registration Statement provided for in Section 2(b) above and the
     Exchange Offer Registration Statement provided for in Section 1 above shall
     each be extended by the number of days from and including the date of the
     giving of such notice to and including the date when the Purchasers, the
     Holders of the Securities and any known Participating Broker-Dealer shall
     have received such amended or supplemented prospectus pursuant to this
     Section 3(j).

          (k) Not later than the effective date of the applicable Registration
     Statement, the Company will provide a CUSIP number for the Initial
     Securities, the Exchange Securities or the Private Exchange Securities, as
     the case may be, and provide the applicable trustee with printed
     certificates for the Initial Securities, the Exchange Securities or the
     Private Exchange Securities, as the case may be, in a form eligible for
     deposit with The Depository Trust Company.

          (l) The Company will comply with all rules and regulations of the
     Commission to the extent and so long as they are applicable to the
     Registered Exchange Offer or the Shelf Registration and will make generally
     available to its security holders (or otherwise provide in accordance with
     Section 11(a) of the Securities Act) an earnings statement satisfying the
     provisions of Section 11(a) of the Securities Act, no later than 45 days
     after the end of a 12-month period (or 90 days, if such period is a fiscal
     year) beginning with the first month of the Company's first fiscal quarter
     commencing after the effective date of the Registration Statement, which
     statement shall cover such 12-month period.

          (m) The Company shall cause the Indenture to be qualified under the
     Trust Indenture Act of 1939, as amended, in a timely manner and containing
     such changes, if any, as shall be necessary for such qualification. In the
     event that such qualification would require the appointment of a new
     trustee under the Indenture, the Company shall appoint a new trustee
     thereunder pursuant to the applicable provisions of the Indenture.

          (n) The Company may require each Holder of Securities to be sold
     pursuant to the Shelf Registration Statement to furnish to the Company such
     information regarding the Holder and the distribution of the Securities as
     the Company may from time to time reasonably require for inclusion in the
     Shelf Registration Statement, and the Company



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     may exclude from such registration the Securities of any Holder that
     unreasonably fails to furnish such information within a reasonable time
     after receiving such request.

          (o) The Company shall enter into such customary agreements (including,
     if requested, an underwriting agreement in customary form) and take all
     such other action, if any, as any Holder of the Securities shall reasonably
     request in order to facilitate the disposition of the Securities pursuant
     to any Shelf Registration.

          (p) In the case of any Shelf Registration, the Company shall (i) make
     reasonably available for inspection by the Holders of the Securities, any
     underwriter participating in any disposition pursuant to the Shelf
     Registration Statement and any attorney, accountant or other agent retained
     by the Holders of the Securities or any such underwriter all relevant
     financial and other records, pertinent corporate documents and properties
     of the Company and (ii) cause the Company's officers, directors, employees,
     accountants and auditors to supply all relevant information reasonably
     requested by the Holders of the Securities or any such underwriter,
     attorney, accountant or agent in connection with the Shelf Registration
     Statement, in each case, as shall be reasonably necessary to enable such
     persons, to conduct a reasonable investigation within the meaning of
     Section 11 of the Securities Act; PROVIDED, HOWEVER, that the foregoing
     inspection and information gathering shall be coordinated on behalf of the
     Purchasers by you and on behalf of the other parties, by one counsel
     designated by and on behalf of such other parties as described in Section 4
     hereof.

          (q) In the case of any Shelf Registration, the Company, if requested
     by any Holder of Securities covered thereby, shall cause (i) its counsel to
     deliver an opinion and updates thereof relating to the Securities in
     customary form addressed to such Holders and the managing underwriters, if
     any, thereof and dated, in the case of the initial opinion, the effective
     date of such Shelf Registration Statement (it being agreed that the matters
     to be covered by such opinion shall include, without limitation, the due
     incorporation and good standing of the Company and its subsidiaries; the
     qualification of the Company and its subsidiaries to transact business as
     foreign corporations; the due authorization, execution and delivery of the
     relevant agreement of the type referred to in Section 3(o) hereof; the due
     authorization, execution, authentication and issuance, and the validity and
     enforceability, of the applicable Securities; the absence of material legal
     or governmental proceedings involving the Company and its subsidiaries; the
     absence of governmental approvals required to be obtained in connection
     with the Shelf Registration Statement, the offering and sale of the
     applicable Securities, or any agreement of the type referred to in Section
     3(o) hereof; the compliance as to form of such Shelf Registration Statement
     and any documents incorporated by reference therein and of the Indenture
     with the requirements of the Securities Act and the Trust Indenture Act,
     respectively; and, as of the date of the opinion and as of the effective
     date of the Shelf Registration Statement or most recent post-effective
     amendment thereto, as the case may be, the absence from such Shelf
     Registration Statement and the prospectus included therein, as then amended
     or supplemented, and from any documents incorporated by reference therein
     of an untrue statement of a material fact or the omission to state therein
     a material fact required to be


                                       11
<Page>

     stated therein or necessary to make the statements therein not misleading
     (in the case of any such documents, in the light of the circumstances
     existing at the time that such documents were filed with the Commission
     under the Exchange Act); (ii) its officers to execute and deliver all
     customary documents and certificates and updates thereof requested by any
     underwriters of the applicable Securities and (iii) its independent public
     accountants to provide to the selling Holders of the applicable Securities
     and any underwriter therefor a comfort letter in customary form and
     covering matters of the type customarily covered in comfort letters in
     connection with primary underwritten offerings, subject to receipt of
     appropriate documentation as contemplated, and only if permitted, by
     Statement of Auditing Standards No. 72.

          (r) In the case of the Registered Exchange Offer, if requested by any
     Purchaser or any known Participating Broker-Dealer, the Company shall cause
     (i) its counsel to deliver to such Purchaser or such Participating
     Broker-Dealer signed opinions in the form set forth in Sections 7(d) and
     7(e) of the Purchase Agreement with such changes as are customary in
     connection with the preparation of a Registration Statement and (ii) its
     independent public accountants to deliver to such Purchaser or such
     Participating Broker-Dealer a comfort letter, in customary form, meeting
     the requirements as to the substance thereof as set forth in Section 7(g)
     of the Purchase Agreement, with appropriate date changes.

          (s) If a Registered Exchange Offer or a Private Exchange is to be
     consummated, upon delivery of the Initial Securities by Holders to the
     Company (or to such other Person as directed by the Company) in exchange
     for the Exchange Securities or the Private Exchange Securities, as the case
     may be, the Company shall mark, or caused to be marked, on the Initial
     Securities so exchanged that such Initial Securities are being canceled in
     exchange for the Exchange Securities or the Private Exchange Securities, as
     the case may be; in no event shall the Initial Securities be marked as paid
     or otherwise satisfied.

          (t) The Company will use its reasonable efforts to (a) if the Initial
     Securities have been rated prior to the initial sale of such Initial
     Securities, confirm such ratings will apply to the Securities covered by a
     Registration Statement, or (b) if the Initial Securities were not
     previously rated, cause the Securities covered by a Registration Statement
     to be rated with the appropriate rating agencies, if so requested by
     Holders of a majority in aggregate principal amount of Securities covered
     by such Registration Statement, or by the managing underwriters, if any.

          (u) In the event that any broker-dealer registered under the Exchange
     Act shall underwrite any Securities or participate as a member of an
     underwriting syndicate or selling group or "assist in the distribution"
     (within the meaning of the Conduct Rules (the "RULES") of the National
     Association of Securities Dealers, Inc.) thereof, whether as a Holder of
     such Securities or as an underwriter, a placement or sales agent or a
     broker or dealer in respect thereof, or otherwise, the Company will assist
     such broker-dealer in complying with the requirements of such Rules,
     including, without limitation, by (i) if



                                       12
<Page>


     such Rules, including Rule 2720, shall so require, engaging a "qualified
     independent underwriter" (as defined in Rule 2720) to participate in the
     preparation of the Registration Statement relating to such Securities, to
     exercise usual standards of due diligence in respect thereto and, if any
     portion of the offering contemplated by such Registration Statement is an
     underwritten offering or is made through a placement or sales agent, to
     recommend the yield of such Securities, (ii) indemnifying any such
     qualified independent underwriter to the extent of the indemnification of
     underwriters provided in Section 5 hereof and (iii) providing such
     information to such broker-dealer as may be required in order for such
     broker-dealer to comply with the requirements of the Rules.

          (v) The Company shall use its reasonable efforts to take all other
     steps necessary to effect the registration of the Securities covered by a
     Registration Statement contemplated hereby.

     4. REGISTRATION EXPENSES. (a) All expenses incident to the Company's
performance of and compliance with this Agreement will be borne by the Company,
regardless of whether a Registration Statement is ever filed or becomes
effective, including without limitation;

          (i) all registration and filing fees and expenses;

          (ii) all fees and expenses of compliance with federal securities and
     state "blue sky" or securities laws;

          (iii) all expenses of printing (including printing certificates for
     the Securities to be issued in the Registered Exchange Offer and the
     Private Exchange and printing of Prospectuses), messenger and delivery
     services and telephone;

          (iv) all fees and disbursements of counsel for the Company;

          (v) all application and filing fees in connection with listing the
     Exchange Securities on a national securities exchange or automated
     quotation system pursuant to the requirements hereof; and

          (vi) all fees and disbursements of independent certified public
     accountants of the Company (including the expenses of any special audit and
     comfort letters required by or incident to such performance).

The Company will bear its internal expenses (including, without limitation, all
salaries and expenses of its officers and employees performing legal or
accounting duties), the expenses of any annual audit and the fees and expenses
of any person, including special experts, retained by the Company.

     (b) In connection with any Registration Statement required by this
Agreement, the Company will reimburse the Purchasers and the Holders of Transfer
Restricted Securities who are tendering Initial Securities in the Registered
Exchange Offer and/or selling or reselling


                                       13
<Page>

Securities pursuant to the "Plan of Distribution" contained in the Exchange
Offer Registration Statement or the Shelf Registration Statement, as applicable,
for the reasonable fees and disbursements of not more than one counsel, who
shall be Milbank, Tweed, Hadley & McCloy LLP unless another firm shall be chosen
by the Holders of a majority in principal amount of the Transfer Restricted
Securities for whose benefit such Registration Statement is being prepared.

     5. INDEMNIFICATION. (a) The Company agrees to indemnify and hold harmless
each Holder of the Securities, any Participating Broker-Dealer and each person,
if any, who controls such Holder or such Participating Broker-Dealer within the
meaning of the Securities Act or the Exchange Act (each Holder, any
Participating Broker-Dealer and such controlling persons are referred to
collectively as the "INDEMNIFIED Parties") from and against any losses, claims,
damages or liabilities, joint or several, or any actions in respect thereof
(including, but not limited to, any losses, claims, damages, liabilities or
actions relating to purchases and sales of the Securities) to which each
Indemnified Party may become subject under the Securities Act, the Exchange Act
or otherwise, insofar as such losses, claims, damages, liabilities or actions
arise out of or are based upon any untrue statement or alleged untrue statement
of a material fact contained in a Registration Statement or prospectus or in any
amendment or supplement thereto or in any preliminary prospectus relating to a
Shelf Registration, or arise out of, or are based upon, the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and shall reimburse, as
incurred, the Indemnified Parties for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss,
claim, damage, liability or action in respect thereof; PROVIDED, HOWEVER, that
(i) the Company shall not be liable in any such case to the extent that such
loss, claim, damage or liability arises out of or is based upon any untrue
statement or alleged untrue statement or omission or alleged omission made in a
Registration Statement or prospectus or in any amendment or supplement thereto
or in any preliminary prospectus relating to a Shelf Registration in reliance
upon and in conformity with written information pertaining to such Holder and
furnished to the Company by or on behalf of such Holder specifically for
inclusion therein and (ii) with respect to any untrue statement or omission or
alleged untrue statement or omission made in any preliminary prospectus relating
to a Shelf Registration Statement, the indemnity agreement contained in this
subsection (a) shall not inure to the benefit of any Holder or Participating
Broker-Dealer from whom the person asserting any such losses, claims, damages or
liabilities purchased the Securities concerned, to the extent that a prospectus
relating to such Securities was required to be delivered by such Holder or
Participating Broker-Dealer under the Securities Act in connection with such
purchase and any such loss, claim, damage or liability of such Holder or
Participating Broker-Dealer results from the fact that there was not sent or
given to such person, at or prior to the written confirmation of the sale of
such Securities to such person, a copy of the final prospectus if the Company
had previously furnished copies thereof to such Holder or Participating
Broker-Dealer; PROVIDED FURTHER, HOWEVER, that this indemnity agreement will be
in addition to any liability which the Company may otherwise have to such
Indemnified Party. The Company shall also indemnify underwriters, their officers
and directors and each person who controls such underwriters within the meaning
of the Securities Act or the Exchange Act to the same extent as provided above
with respect to the indemnification of the Holders of the Securities if
requested by such Holders.


                                       14
<Page>

     (b) Each Holder of the Securities, severally and not jointly, will
indemnify and hold harmless the Company and each person, if any, who controls
the Company within the meaning of the Securities Act or the Exchange Act from
and against any losses, claims, damages or liabilities or any actions in respect
thereof, to which the Company or any such controlling person may become subject
under the Securities Act, the Exchange Act or otherwise, insofar as such losses,
claims, damages, liabilities or actions arise out of or are based upon any
untrue statement or alleged untrue statement of a material fact contained in a
Registration Statement or prospectus or in any amendment or supplement thereto
or in any preliminary prospectus relating to a Shelf Registration, or arise out
of or are based upon the omission or alleged omission to state therein a
material fact necessary to make the statements therein not misleading, but in
each case only to the extent that the untrue statement or omission or alleged
untrue statement or omission was made in reliance upon and in conformity with
written information pertaining to such Holder and furnished to the Company by or
on behalf of such Holder specifically for inclusion therein; and, subject to the
limitation set forth immediately preceding this clause, shall reimburse, as
incurred, the Company for any legal or other expenses reasonably incurred by the
Company or any such controlling person in connection with investigating or
defending any loss, claim, damage, liability or action in respect thereof. This
indemnity agreement will be in addition to any liability which such Holder may
otherwise have to the Company or any of its controlling persons.

     (c) Promptly after receipt by an indemnified party under this Section 5 of
notice of the commencement of any action or proceeding (including a governmental
investigation), such indemnified party will, if a claim in respect thereof is to
be made against the indemnifying party under this Section 5, notify the
indemnifying party of the commencement thereof; but the omission so to notify
the indemnifying party will not, in any event, relieve the indemnifying party
from any obligations to any indemnified party other than the indemnification
obligation provided in paragraph (a) or (b) above. In case any such action is
brought against any indemnified party, and it notifies the indemnifying party of
the commencement thereof, the indemnifying party will be entitled to participate
therein and, to the extent that it may wish, jointly with any other indemnifying
party similarly notified, to assume the defense thereof, with counsel reasonably
satisfactory to such indemnified party (who shall not, except with the consent
of the indemnified party, be counsel to the indemnifying party), and after
notice from the indemnifying party to such indemnified party of its election so
to assume the defense thereof the indemnifying party will not be liable to such
indemnified party under this Section 5 for any legal or other expenses, other
than reasonable costs of investigation, subsequently incurred by such
indemnified party in connection with the defense thereof. No indemnifying party
shall, without the prior written consent of the indemnified party, effect any
settlement of any pending or threatened action in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party unless such settlement includes an
unconditional release of such indemnified party from all liability on any claims
that are the subject matter of such action, and does not include a statement as
to or an admission of fault, culpability or a failure to act by or on behalf of
any indemnified party.

     (d) If the indemnification provided for in this Section 5 is unavailable or
insufficient to hold harmless an indemnified party under subsections (a) or (b)
above, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of the


                                       15
<Page>


losses, claims, damages or liabilities (or actions in respect thereof) referred
to in subsection (a) or (b) above (i) in such proportion as is appropriate to
reflect the relative benefits received by the indemnifying party or parties on
the one hand and the indemnified party on the other from the exchange of the
Securities, pursuant to the Registered Exchange Offer, or (ii) if the allocation
provided by the foregoing clause (i) is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of the indemnifying party or
parties on the one hand and the indemnified party on the other in connection
with the statements or omissions that resulted in such losses, claims, damages
or liabilities (or actions in respect thereof) as well as any other relevant
equitable considerations. The relative fault of the parties shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company on the one hand or
such Holder or such other indemnified party, as the case may be, on the other,
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The amount paid by
an indemnified party as a result of the losses, claims, damages or liabilities
referred to in the first sentence of this subsection (d) shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any action or claim which is
the subject of this subsection (d). Notwithstanding any other provision of this
Section 5(d), the Holders of the Securities shall not be required to contribute
any amount in excess of the amount by which the net proceeds received by such
Holders from the sale of the Securities pursuant to a Registration Statement
exceeds the amount of damages which such Holders have otherwise been required to
pay by reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. For purposes
of this paragraph (d), each person, if any, who controls such indemnified party
within the meaning of the Securities Act or the Exchange Act shall have the same
rights to contribution as such indemnified party and each person, if any, who
controls the Company within the meaning of the Securities Act or the Exchange
Act shall have the same rights to contribution as the Company.

     (e) The agreements contained in this Section 5 shall survive the sale of
the Securities pursuant to a Registration Statement and shall remain in full
force and effect, regardless of any termination or cancellation of this
Agreement or any investigation made by or on behalf of any indemnified party.

     6. ADDITIONAL INTEREST UNDER CERTAIN CIRCUMSTANCES. (a) Additional interest
(the "ADDITIONAL Interest") with respect to the Securities shall be assessed as
follows if any of the following events occur (each such event in clauses (i)
through (iv) below being herein called a "REGISTRATION DEFAULT"):

     (i)  any Registration Statement required by this Agreement is not filed
          with the Commission on or prior to the applicable Filing Deadline;
          PROVIDED, HOWEVER, that if the Commission has changed Commission
          policy with respect to exchange offers and the Company has undertaken
          reasonable and prompt efforts pursuant to


                                       16
<Page>

          the ultimate paragraph of Section 1 hereof to obtain a favorable
          no-action letter or other decision from the Commission allowing the
          Company to consummate the Registered Exchange Offer and a response
          from the Commission has not been received prior to the applicable
          Filing Deadline, then Additional Interest will not be assessed, and a
          Registration Default will not be deemed to have occurred, for a period
          of up to 20 days following the Filing Deadline provided that the
          Company shall continue during such period to take appropriate steps to
          obtain such letter or decision or to otherwise take steps to promptly
          file the required Registration Statement with the Commission;

     (ii) any Registration Statement required by this Agreement is not declared
          effective by the Commission on or prior to the applicable
          Effectiveness Deadline;

     (iii) the Registered Exchange Offer has not been consummated on or prior to
          the Consummation Deadline; or

     (iv) any Registration Statement required by this Agreement has been
          declared effective by the Commission but (A) such Registration
          Statement thereafter ceases to be effective or (B) such Registration
          Statement or the related prospectus ceases to be usable in connection
          with resales of Transfer Restricted Securities during the periods
          specified herein because either (1) any event occurs as a result of
          which the related prospectus forming part of such Registration
          Statement would include any untrue statement of a material fact or
          omit to state any material fact necessary to make the statements
          therein in the light of the circumstances under which they were made
          not misleading, or (2) it shall be necessary to amend such
          Registration Statement or supplement the related prospectus, to comply
          with the Securities Act or the Exchange Act or the respective rules
          thereunder.

Each of the foregoing will constitute a Registration Default whatever the reason
for any such event and whether it is voluntary or involuntary or is beyond the
control of the Company or pursuant to operation of law or as a result of any
action or inaction by the Commission .

     Additional Interest shall accrue on the Securities over and above the
interest set forth in the title of the Securities from and including the week on
which any such Registration Default shall occur to but excluding the week
beginning after all such Registration Defaults have been cured, at a rate of
0.005 % per week (the "ADDITIONAL INTEREST RATE") for the first 90-day period
immediately following the occurrence of such Registration Default. The
Additional Interest Rate shall increase by an additional 0.005% per week with
respect to each subsequent 90-day period until all Registration Defaults have
been cured, up to a maximum Additional Interest Rate of 0.025% per week. Neither
the Issuer nor the Guarantor shall be required to pay Additional Interest for
more than one Registration Default at any given time.

     (b) A Registration Default referred to in Section 6(a)(iv) hereof shall be
deemed not to have occurred and be continuing in relation to a Shelf
Registration Statement or the related prospectus if (i) such Registration
Default has occurred solely as a result of (x) the filing of a


                                       17
<Page>

post-effective amendment to such Shelf Registration Statement to incorporate
annual audited financial information with respect to the Company where such
post-effective amendment is not yet effective and needs to be declared effective
to permit Holders to use the related prospectus or (y) other material events,
with respect to the Company that would need to be described in such Shelf
Registration Statement or the related prospectus and (ii) in the case of clause
(y), the Company is proceeding promptly and in good faith to amend or supplement
such Shelf Registration Statement and related prospectus to describe such
events; PROVIDED, HOWEVER, that in any case if such Registration Default occurs
for a continuous period in excess of 30 days, Additional Interest shall be
payable in accordance with the above paragraph from the day such Registration
Default occurs until such Registration Default is cured.

     (c) Any amounts of Additional Interest due pursuant to Section 6(a) will be
payable in cash on the regular interest payment dates with respect to the
Securities. The amount of Additional Interest will be determined by multiplying
the applicable Additional Interest Rate by the principal amount of the
Securities and further multiplied by a fraction, the numerator of which is the
number of days such Additional Interest Rate was applicable during such period
(determined on the basis of a 360-day year comprised of twelve 30-day months),
and the denominator of which is 360.

     (d) "TRANSFER RESTRICTED SECURITIES" means each Security until (i) the date
on which such Security has been exchanged for a freely transferable Exchange
Security in the Registered Exchange Offer, (ii) the date on which such Security
has been effectively registered under the Securities Act and disposed of in
accordance with the Shelf Registration Statement or (iii) the date on which such
Security is distributed to the public pursuant to Rule 144 under the Securities
Act or is saleable pursuant to Rule 144(k) under the Securities Act.

     7. RULES 144 AND 144A. The Company shall use its reasonable efforts to file
the reports required to be filed by it under the Securities Act and the Exchange
Act in a timely manner and, if at any time the Company is not required to file
such reports, it will, upon the request of any Holder of Securities, make
publicly available other information so long as necessary to permit sales of
their securities pursuant to Rules 144 and 144A. The Company covenants that it
will take such further action as any Holder of Securities may reasonably
request, all to the extent required from time to time to enable such Holder to
sell Securities without registration under the Securities Act within the
limitation of the exemptions provided by Rules 144 and 144A (including the
requirements of Rule 144A(d)(4)). The Company will provide a copy of this
Agreement to prospective purchasers of Initial Securities identified to the
Company by the Purchasers upon request. Upon the request of any Holder of
Initial Securities, the Company shall deliver to such Holder a written statement
as to whether it has complied with such requirements. Notwithstanding the
foregoing, nothing in this Section 7 shall be deemed to require the Company to
register any of its securities pursuant to the Exchange Act.

     8. UNDERWRITTEN REGISTRATIONS. If any of the Transfer Restricted Securities
covered by any Shelf Registration are to be sold in an underwritten offering,
the investment banker or investment bankers and manager or managers that will
administer the offering ("MANAGING UNDERWRITERS") will be selected by the
Holders of a majority in aggregate principal amount of


                                       18
<Page>

such Transfer Restricted Securities to be included in such offering. Any
compensation paid to such underwriters will be at the expense of such Holders.

     No person may participate in any underwritten registration hereunder unless
such person (i) agrees to sell such person's Transfer Restricted Securities on
the basis reasonably provided in any underwriting arrangements approved by the
persons entitled hereunder to approve such arrangements and (ii) completes and
executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents reasonably required under the terms of such
underwriting arrangements. Any underwriting agreement will contain
indemnification provisions similar to this Agreement.

     9. MISCELLANEOUS.

     (a) REMEDIES. The Company acknowledges and agrees that any failure by the
Company to comply with its obligations under Section 1 and 2 hereof may result
in material irreparable injury to the Purchasers or the Holders for which there
is no adequate remedy at law, that it will not be possible to measure damages
for such injuries precisely and that, in the event of any such failure, the
Purchasers or any Holder may obtain such relief as may be required to
specifically enforce the Company's obligations under Sections 1 and 2 hereof.
The Company further agrees to waive the defense in any action for specific
performance that a remedy at law would be adequate.

     (b) NO INCONSISTENT AGREEMENTS. The Company will not on or after the date
of this Agreement enter into any agreement with respect to its securities that
is inconsistent with the rights granted to the Holders in this Agreement or
otherwise conflicts with the provisions hereof. The rights granted to the
Holders hereunder do not in any way conflict with and are not inconsistent with
the rights granted to the holders of the Company's securities under any
agreement in effect on the date hereof.

     (c) AMENDMENTS AND WAIVERS. The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, except by the Company and the written
consent of the Holders of a majority in principal amount of the Securities
affected by such amendment, modification, supplement, waiver or consents.

     (d) NOTICES. All notices and other communications provided for or permitted
hereunder shall be made in writing by hand delivery, first-class mail, facsimile
transmission, or air courier which guarantees overnight delivery:

          (1) if to a Holder of the Securities, at the most current address
given by such Holder to the Company.

          (2) if to the Purchasers:

               Credit Suisse First Boston Corporation


                                       19
<Page>

               Eleven Madison Avenue
               New York, NY 10010-3629
               Fax No.: (212) 325-8278
               Attention: Transactions Advisory Group

         with a copy to:

               Milbank, Tweed, Hadley & McCloy LLP
               1 Chase Manhattan Plaza
               New York, New York  10005-1413
               Fax No.:  (212) 822-5150
               Attention: Robert W. Mullen, Jr., Esq.

          (3) if to the Company, at its address as follows:

               UtiliCorp United Inc.
               20 West Ninth Street
               Kansas City, Missouri 64105
               Attention: Chief Financial Officer and General Counsel
               Fax No.: (816) 467-9014

         with a copy to:

               Blackwell Sanders Peper Martin LLP
               2300 Main Street
               Suite 1000
               Kansas City, Missouri  64108
               Attention: Jeffrey T. Haughey, Esq.
               Fax No.: (816) 983-8080

     All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; three business
days after being deposited in the mail, postage prepaid, if mailed; when receipt
is acknowledged by recipient's facsimile machine operator, if sent by facsimile
transmission; and on the day delivered, if sent by overnight air courier
guaranteeing next day delivery.

     (e) THIRD PARTY BENEFICIARIES. The Holders shall be third party
beneficiaries to the agreements made hereunder between the Company, on the one
hand, and the Purchasers, on the other hand, and shall have the right to enforce
such agreements directly to the extent they may deem such enforcement necessary
or advisable to protect their rights or the rights of Holders hereunder.

     (f) SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the
Company and its successors and assigns.


                                       20
<Page>

     (g) COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

     (h) HEADINGS. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

     (i) GOVERNING Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAWS.

     (j) SEVERABILITY. If any one or more of the provisions contained herein, or
the application thereof in any circumstance, is held invalid, illegal or
unenforceable, the validity, legality and enforceability of any such provision
in every other respect and of the remaining provisions contained herein shall
not be affected or impaired thereby.

     (k) SECURITIES HELD BY THE COMPANY. Whenever the consent or approval of
Holders of a specified percentage of principal amount of Securities is required
hereunder, Securities held by the Company or its affiliates (other than
subsequent Holders of Securities if such subsequent Holders are deemed to be
affiliates solely by reason of their holdings of such Securities) shall not be
counted in determining whether such consent or approval was given by the Holders
of such required percentage.

     (l) AGENT FOR SERVICE; SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By
the execution and delivery of this Agreement, the Company (i) acknowledges that
it has, by separate written instrument, irrevocably designated and appointed CT
Corporation System, located at 1633 Broadway, New York, New York 10019 (and any
successor entity), as its authorized agent upon which process may be served in
any suit or proceeding arising out of or relating to this Agreement that may be
instituted in any federal or state court in the State of New York or brought
under federal or state securities laws, and acknowledges that CT Corporation
System has accepted such designation, (ii) submits to the nonexclusive
jurisdiction of any such court in any such suit or proceeding, and (iii) agrees
that service of process upon CT Corporation System and written notice of said
service to the Company shall be deemed in every respect effective service of
process upon it in any such suit or proceeding. The Company 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 System in full force and effect so long as any of
the Securities shall be outstanding. To the extent that the Company may acquire
any immunity from jurisdiction of any court 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, it
hereby irrevocably waives such immunity in respect of this Agreement, to the
fullest extent permitted by law.


                                       21
<Page>


     If the foregoing is in accordance with your understanding of our agreement,
please sign and return to the Company a counterpart hereof, whereupon this
instrument, along with all counterparts, will become a binding agreement among
the several Purchasers, the Issuer and the Guarantor in accordance with its
terms.

                                       Very truly yours,

                                       UTILICORP CANADA FINANCE CORPORATION


                                       By  /s/ Steve Raniseth
                                           -------------------------------
                                           Name:  Steve Raniseth
                                           Title: Treasurer


                                       UTILICORP UNITED INC.


                                       By  /s/ Dale J. Wolf
                                           -------------------------------
                                           Name:  Dale J. Wolf
                                           Title: Vice President/Finance


The foregoing Registration
Rights Agreement is hereby confirmed
and accepted as of the date first
above written.

CREDIT SUISSE FIRST BOSTON CORPORATION
TD SECURITIES (USA) INC.
BMO NESBITT BURNS CORP.
RBC DOMINION SECURITIES CORPORATION


By:  CREDIT SUISSE FIRST BOSTON CORPORATION


By /s/ John Rice
   --------------------------------------
   Name:  John Rice
   Title: Director



<Page>


                                                                         ANNEX A


     Each broker-dealer that receives Exchange Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. The Letter
of Transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of Exchange Securities received in exchange for Initial Securities
where such Initial Securities were acquired by such broker-dealer as a result of
market-making activities or other trading activities. The Company has agreed
that, for a period of 180 days after the Expiration Date (as defined herein), it
will make this Prospectus available to any broker-dealer for use in connection
with any such resale. See "Plan of Distribution."













                                      A-1

<Page>


                                                                         ANNEX B


     Each broker-dealer that receives Exchange Securities for its own account in
exchange for Initial Securities, where such Initial Securities were acquired by
such broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such Exchange Securities. See "Plan of Distribution."






























                                      B-1
<Page>


                                                                         ANNEX C


                              PLAN OF DISTRIBUTION

     Each broker-dealer that receives Exchange Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of Exchange Securities received in
exchange for Initial Securities where such Initial Securities were acquired as a
result of market-making activities or other trading activities. The Company has
agreed that, for a period of 180 days after the Expiration Date, it will make
this prospectus, as amended or supplemented, available to any broker-dealer for
use in connection with any such resale.

     The Company will not receive any proceeds from any sale of Exchange
Securities by broker-dealers. Exchange Securities received by broker-dealers for
their own account pursuant to the Exchange Offer may be sold from time to time
in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the Exchange Securities or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such broker-dealer or the purchasers of any such Exchange
Securities. Any broker-dealer that resells Exchange Securities that were
received by it for its own account pursuant to the Exchange Offer and any broker
or dealer that participates in a distribution of such Exchange Securities may be
deemed to be an "underwriter" within the meaning of the Securities Act and any
profit on any such resale of Exchange Securities and any commission or
concessions received by any such persons may be deemed to be underwriting
compensation under the Securities Act. The Letter of Transmittal states that, by
acknowledging that it will deliver and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.

     For a period of 180 days after the Expiration Date the Company will
promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any broker-dealer that requests such documents
in the Letter of Transmittal. The Company has agreed to pay all expenses
incident to the Exchange Offer (including the expenses of one counsel for the
Holders of the Securities) other than commissions or concessions of any brokers
or dealers and will indemnify the Holders of the Securities (including any
broker-dealers) against certain liabilities, including liabilities under the
Securities Act.

















                                      C-1

<Page>


                                                                         ANNEX D


[ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

           Name:
                  -------------------------------------
           Address:
                   ------------------------------------




If the undersigned is not a broker-dealer, the undersigned represents that it is
not engaged in, and does not intend to engage in, a distribution of Exchange
Securities. If the undersigned is a broker-dealer that will receive Exchange
Securities for its own account in exchange for Initial Securities that were
acquired as a result of market-making activities or other trading activities, it
acknowledges that it will deliver a prospectus in connection with any resale of
such Exchange Securities; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.































                                      D-1