<PAGE>
                                              CONFORMED COPY





____________________________________________________________
____________________________________________________________




                              UTILICORP UNITED INC.


                                       and


                       THE FIRST NATIONAL BANK OF CHICAGO,
                                   as Trustee



                              ____________________


                           6 3/8% Senior Notes Due 2005

                              ____________________



                         SEVENTH SUPPLEMENTAL INDENTURE

                            Dated as of June 1, 1995



                              ____________________


____________________________________________________________
____________________________________________________________
<PAGE>

          SEVENTH SUPPLEMENTAL INDENTURE, dated as of June 1, 1995 (herein
called the "Seventh Supplemental Indenture"), between UTILICORP UNITED INC., a
corporation duly organized and existing under the laws of the State of Delaware
(hereinafter called the "Company"), party of the first part, and THE FIRST
NATIONAL BANK OF CHICAGO, a national banking association duly organized and
existing under the laws of the United States, as Trustee under the Original
Indenture referred to below (hereinafter called the "Trustee"), party of the
second part.

                                   WITNESSETH:
          WHEREAS, the Company has heretofore executed and delivered to the
Trustee an Indenture, dated as of November 1, 1990 (hereinafter called the
"Original Indenture"), to provide for the issuance from time to time of certain
of its unsecured senior notes (hereinafter called 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 Company 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

<PAGE>

                                                                             2
          WHEREAS, the Company desires to create a series of the Securities in
an aggregate principal amount of $100,000,000 to be designated the "6 3/8%
Senior Notes Due 2005" (the "Senior Notes"), and all action on the part of the
Company necessary to authorize the issuance of the Senior Notes under the
Original Indenture and this Seventh Supplemental Indenture has been duly taken;
and
          WHEREAS, all acts and things necessary to make the Senior Notes when
executed by the Company and completed, authenticated and delivered by the
Trustee as in the Original Indenture and this Seventh Supplemental Indenture
provided, the valid and binding obligations of the Company and to constitute
these presents a valid and binding supplemental indenture and agreement
according to its terms, have been done and performed.
          WHEREAS, Section 901 of the Original Indenture provides, among other
things, that the Company and the Trustee may enter into indentures supplemental
to the Original Indenture to, among other things, add to the covenants of the
Company for the benefit of the Holders of all or any series of Securities; and
          WHEREAS, the Company desires to limit the issuance of Mortgage Bonds
under its General Mortgage (as hereinafter defined) as set forth in Section 204
of this Seventh Supplemental Indenture for the benefit of the Holders of the
Senior Notes;
<PAGE>

                                                                             3
          NOW, THEREFORE, THIS SEVENTH SUPPLEMENTAL INDENTURE WITNESSETH:

          That in consideration of the premises, the Company covenants and
agrees with the Trustee, for the equal benefit of holders of the Senior Notes,
as follows:
                                   ARTICLE ONE
                                   DEFINITIONS
          The use of the terms and expressions herein is in accordance with the
definitions, uses and constructions contained in the Original Indenture and the
form of Senior Note attached hereto as Exhibit A.


                                   ARTICLE TWO

                     TERMS AND ISSUANCE OF THE SENIOR NOTES

          Section 201.  ISSUE OF SENIOR NOTES.  A series of Securities which
shall be designated the "6 3/8% Senior Notes Due 2005" 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 Original
Indenture and this Seventh Supplemental Indenture (including the form of Senior
Note set forth as Exhibit A hereto).  The aggregate principal amount of Senior
Notes of the series created hereby which may be authenticated and delivered
under the Original Indenture shall not, except as permitted by the provisions of
the Original Indenture, exceed $100,000,000.

<PAGE>

                                                                             4

          Section 202.  FORM OF SENIOR NOTES; INCORPORATION OF TERMS.  The form
of the Senior Notes shall be substantially in the form of Exhibit A attached
hereto.  The terms of such Senior Notes are herein incorporated by reference and
are part of this Seventh Supplemental Indenture.
          Section 203.  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 The First National Bank of Chicago, One First National Plaza,
Suite 0126, Chicago, Illinois 60670-0126 and The First National Bank of Chicago,
14 Wall Street, 8th Floor, New York, New York  10005.
          Section 204.  LIMITATION ON ISSUANCE OF MORTGAGE BONDS.  The Company
will not issue any Mortgage Bonds under its General Mortgage Indenture and Deed
of Trust, dated September 15, 1988, between the Company and Commerce Bank of
Kansas City, N.A., as Trustee (the "General Mortgage"), without making effective
provision, and the Company covenants that in any such case effective provisions
will be made, whereby the Senior Notes shall be directly secured by the General
Mortgage equally and ratably with any and all other obligations and indebtedness
thereby secured.
                                  ARTICLE THREE
                             AMENDMENTS TO INDENTURE
          Section 301.   DEFINITIONS.  Section 1.01 of the Indenture shall be
amended by adding the following definitions in their appropriate alphabetic
locations:

<PAGE>

                                                                             5

          "Repayment Date", when used with respect to any Security to be repaid,
     means the date fixed for such redemption by or pursuant to this Indenture.
          "Repayment Price", when used with respect to any Security to be
     repaid, means the price at which it is to be repaid pursuant to this
     Indenture, exclusive of accrued and unpaid interest.
          Section 302. LEGAL HOLIDAYS.  Section 113 of the Indenture shall be
amended to insert the phrase "Repayment Date" immediately following the phrase
"Interest Payment Date," in each place where the latter phrase appears.
          Section 303. AMOUNT UNLIMITED; ISSUABLE IN SERIES.  The list of
section references in the sixth line of paragraph (2) of Section 301 of the
Indenture shall be amended to read as follows:
"Sections 304, 305, 306, 906, 1107 or 1305".
          Section 304.  REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.
The list of Section references in the sixth line of the ninth paragraph of
Section 305 of the Indenture shall be amended to read as follows: "Sections 304,
906, 1107 or 1305".
          The tenth paragraph of Section 305 of the Indenture shall be amended
by deleting the word "or" in the seventh line thereof and by adding the
following phrase at the end of such paragraph: "or (iii) to issue, register the
transfer of or exchange any Security that has been surrendered for repayment at
the option of the Holder, except the portion, if any, of such Security not to be
so repaid".

<PAGE>

                                                                             6

          Section 305. SATISFACTION, DISCHARGE AND DEFEASANCE OF SECURITIES OF
ANY SERIES.  Paragraph (b) of Section 403 of the Indenture shall be amended by
adding at the end thereof, before the semicolon: ", and, if the Securities of
such series provide for any Repayment Date subsequent to the date of any
discharge pursuant to this Section 403, Article Thirteen".
     Paragraph (e) of Section 403 of the Indenture shall be amended by adding
the phrase "or repayment" after the phrase "subject to repurchase" in the tenth
line of such paragraph.
          Section 306. AUTHENTICATING AGENTS.  The list of Section references in
the sixth line of the first paragraph of Section 614 of the Indenture shall be
amended to read as follows: "Sections 304, 305, 306, 1107 and 1305".
          Section 307. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.  The
parenthetical phrase at the end of paragraph (1) of Section 902 of the Indenture
shall be amended to read as follows: "(or, in the case of repayment at the
option of the Holder or redemption, on or after the Repayment Date or Redemption
Date, as the case may be)".
          Section 308.  DEFEASANCE OF CERTAIN OBLIGATIONS.  The eleventh line of
paragraph (1) of Section 1008 of the Indenture shall be amended by inserting the
phrase "or repayment" after the phrase "subject to repurchase".
          Section 309.   REPAYMENT OF SECURITIES.  A new Article Thirteen shall
be added to the Indenture to provide as follows:

<PAGE>

                                                                             7

                                ARTICLE THIRTEEN
                         REPAYMENT AT OPTION OF HOLDERS

               SECTION 1301.  APPLICABILITY OF ARTICLE.

                    Repayment of Securities of any series before their Stated
               Maturity at the option of Holders thereof shall be made in
               accordance with the terms of such Securities and (except as
               otherwise specified as contemplated by Section 301 for Securities
               of any series) in accordance with this Article.

               SECTION 1302.  REPAYMENT OF SECURITIES.

                    Securities of any series subject to repayment in whole or in
               part at the option of the Holders thereof will, unless otherwise
               provided in the terms of such Securities, be repaid at a price
               equal to the principal amount thereof, together with interest, if
               any, thereon accrued to the Repayment Date specified in or
               pursuant to the terms of such Securities.  The Company covenants
               that on or before the Repayment Date it will deposit with the
               Trustee or with a Paying Agent (or, if the Company is acting as
               its own Paying Agent, segregate and hold in trust as provided in
               Section 1003) an amount of money sufficient to pay the principal
               (or, if so provided by the terms of the Securities of any series,
               a percentage of the principal) of, and (except if the Repayment
               Date shall be an Interest Payment Date) accrued interest on, all
               the Securities or portions thereof, as the case may be, to be
               repaid on such date.

               SECTION 1303.  EXERCISE OF OPTION.

                    Securities of any series subject to repayment at the option
               of the Holders thereof will contain an "Option to Elect
               Repayment" form on the reverse of such Securities.  For a
               security to be repaid at the option of the Holder, the Paying
               Agent must receive (a) appropriate wire transfer instructions and
               (b) either (i) any Security so providing for such repayment, with
               the "Option to Elect Repayment" form on the reverse of such
               Security duly completed by the Holder (or by the Holder's
               attorney duly authorized in writing), or (ii) a telegram, telex,
               facsimile transmission or a

<PAGE>

                                                                             8
               letter from a member of a national securities exchange, or the
               National Association of Securities Dealers, Inc. or a commercial
               bank or trust company in the United States setting forth the name
               of the Holder of the Security, the principal amount of the
               Security, the portion of principal amount of the Security to be
               repaid, the certificate number or a description of the tenor and
               terms of the Security, a statement that the option to elect
               repayment is being exercised thereby and a guarantee that the
               Security, together with the duly completed form entitled "Option
               to Elect Repayment" on the reverse of the Security, will be
               received by the Paying Agent not earlier than 60 days nor later
               than 30 days prior to the Repayment Date (or such other dates as
               the terms of the Securities provide).  If less than the entire
               principal amount of such Security is to be repaid in accordance
               with the terms of such Security, the principal amount of such
               Security to be repaid, in increments of the minimum denomination
               for Securities of such series, and the denomination or
               denominations of the Security or Securities to be issued to the
               Holder for the portion of the principal amount of such Security
               surrendered that is not to be repaid, must be specified.  The
               principal amount of any Security providing for repayment at the
               option of the Holder thereof may not be repaid in part if,
               following such repayment, the unpaid principal amount of such
               Security would be less than the minimum authorized denomination
               of Securities of the series of which such Security to be repaid
               is a part.  Except as otherwise may be provided by the terms of
               any Security providing for repayment at the option of the Holder
               thereof, exercise of the repayment option by the Holder shall be
               irrevocable unless waived by the Company.

               SECTION 1304.  WHEN SECURITIES PRESENTED FOR REPAYMENT BECOME DUE
               AND PAYABLE.

                    If a valid repayment election with respect to Securities of
               any series providing for repayment at the option of the Holders
               thereof shall have been received as provided in this Article and
               as provided by or pursuant to the terms of such Securities, such
               Securities or the portions thereof, as the case may be, to be
               repaid shall become due and payable and shall be paid by the
               Company on the Repayment Date therein specified,

<PAGE>

                                                                             9


               and on and after such Repayment Date (unless the Company shall
               default in the payment of such Securities on such Repayment Date)
               such Securities shall cease to bear interest.  Upon the making of
               a valid election for repayment by a Holder of any such Security
               in accordance with such provisions, the principal amount of such
               Security so to be repaid shall be paid by the Company, together
               with accrued interest, if any, to the Repayment Date; provided,
               however, that installments of interest, if any, whose Stated
               Maturity is on or prior to the Repayment Date shall be payable to
               the Holders of such Securities, or one or more Predecessor
               Securities, registered as such at the close of business on the
               relevant Record Dates according to their terms and the provisions
               of Section 307.

                    If the principal amount of any Security received by the
               Paying Agent for repayment shall not be so repaid upon such
               receipt, the principal amount (together with interest, if any,
               thereon accrued to such Repayment Date) shall, until paid, bear
               interest from the Repayment Date at the rate of interest set
               forth in such Security.

               SECTION 1305.  SECURITIES REPAID IN PART.

                    Upon receipt of any Security which is to be repaid in part
               only, the Company shall execute and the Trustee shall
               authenticate and deliver to the Holder of such Security, without
               service charge and at the expense of the Company, a new Security
               or Securities of the same series, of any authorized denomination
               specified by the Holder, in an aggregate principal amount equal
               to and in exchange for the portion of the principal of such
               Security so received which is not to be repaid.

                                  ARTICLE FOUR
                                  MISCELLANEOUS
          Section 401.  EXECUTION OF SUPPLEMENTAL INDENTURE.  This Seventh
Supplemental Indenture is executed and shall be construed as an indenture
supplemental to the Original Indenture

<PAGE>

                                                                             10

and, as provided in the Original Indenture, this Seventh Supplemental Indenture
forms a part thereof.
          Section 402.  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 Seventh Supplemental Indenture by any of the
provisions of the Trust Indenture Act, such required provision shall control.
          Section 403.  EFFECT OF HEADINGS.  The Article and Section headings
herein are for convenience only and shall not affect the construction hereof.
          Section 404.  SUCCESSORS AND ASSIGNS.  All covenants and agreements in
this Seventh Supplemental Indenture by the Company shall bind its successors and
assigns, whether so expressed or not.
          Section 405.  SEPARABILITY CLAUSE.  In case any provision in this
Seventh 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 406.  BENEFITS OF SEVENTH SUPPLEMENTAL INDENTURE.  Nothing in
this Seventh 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 Seventh Supplemental Indenture.

<PAGE>

                                                                             11

          Section 407.  GOVERNING LAW.  This Seventh 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 408.  EXECUTION AND COUNTERPARTS.  This Seventh 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.

<PAGE>

                                                                             12

          IN WITNESS WHEREOF, the parties hereto have caused this Seventh
Supplemental Indenture to be duly executed, and their respective corporate seals
to be hereunto affixed and attested, all as of the day and year first above
written.

                                   UTILICORP UNITED INC.


[Seal]                             By: /s/ DALE J. WOLF
                                        Name: Dale J. Wolf
                                        Title: Vice President,
                                               Finance






Attest:


RANDAL P. MILLER
     Title: Asst. Treasurer


                                   THE FIRST NATIONAL BANK
                                     OF CHICAGO, as Trustee


[Seal]                             By: /s/ STEVEN M. WAGNER
                                        Name: Steven M. Wagner
                                        Title: Vice President


Attest:



T. MARSHALL
  Title: Trust Officer

<PAGE>
 STATE OF MISSOURI  )
                    )  ss.:
COUNTY OF JACKSON   )


          On the 6th day of June, 1995, before me personally came
Dale J. Wolf, to me known, who, being by me duly sworn, did depose and
say that he is  Vice President--Finance of UtiliCorp United Inc., the
corporation described in and which executed the foregoing instrument; that he
knows the seal of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation, and that he signed his name thereto by like
authority.


                                   /s/ Joyce J. Auer
                                   ----------------------------------
                                          Notary Public,
                                          State of Missouri



STATE OF ILLINOIS  )
                   )  ss.:
COUNTY OF COOK     )


          On the 7th day of June, 1995, before me personally came
Steven M. Wagner, to me known, who, being by me duly sworn, did depose and say
that he is Vice President of The First National Bank of Chicago, the national
banking association described in and which executed the foregoing instrument;
that he knows the seal of said association; that the seal affixed to said
instrument is such association seal; that it was so affixed by authority of the
Board of Directors of said association, and that he signed his name thereto by
like authority.


                                   /s/ Somsri Helmers
                                   ----------------------------------
                                          Notary Public,
                                          State of ________

<PAGE>

                                                                       EXHIBIT A


                          [FORM OF FACE OF SENIOR NOTE]

REGISTERED                                                            REGISTERED


                              UTILICORP UNITED INC.

                           6 3/8% SENIOR NOTE DUE 2005

No.                                           $


          UTILICORP UNITED INC., a corporation duly organized and existing under
the laws of Delaware (herein called the "Company", which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to ____________________,  or registered
assigns, the principal sum of __________________________________________ DOLLARS
on June 1, 2005, and to pay interest thereon from June 9, 1995, or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, semi-annually on June 1 and December 1 in each year, commencing December 1,
1995, 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 provided in the title hereof 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 instalment 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 May 15 or November 15 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date.  Any such
interest not so punctually paid or duly provided for will 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.

<PAGE>

                                      - 2 -

          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; provided, however, that at the
option of the Company payment of interest may be made by check mailed to the
address of the Holder entitled thereto as such address shall appear in the
Security Register.

          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 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.

<PAGE>

                                      - 3 -
           IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

                                   UTILICORP UNITED INC.


Dated:                             By:___________________________
                                         Title:
________________

                                   Attest:

                                   ______________________________
[Seal]                                  Title:


TRUSTEE'S CERTIFICATE OF
  AUTHENTICATION

This is one of the Senior
Notes of the series designated
herein referred to in the
within-mentioned Indenture


THE FIRST NATIONAL BANK OF CHICAGO,
  as Trustee


By:____________________________
   Authorized Officer

<PAGE>



                        [FORM OF REVERSE OF SENIOR NOTE]

                              UTILICORP UNITED INC.

                           6 3/8% SENIOR NOTE DUE 2005


          This Senior Note is one of a duly authorized series of securities of
the Company (herein called the "Securities"), issued and to be issued in one or
more series under an Indenture, dated as of November 1, 1990, as amended and
supplemented (as amended and supplemented, the "Indenture"), between the Company
and The First National Bank of Chicago, as Trustee (herein called the "Trustee",
which term includes any successor trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, 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, limited in
aggregate principal amount to $100,000,000.

          This Security is not subject to any sinking fund, nor may this
Security be redeemed at the option of the Company prior to the Maturity Date.
This Security may be repaid by the Company at the option of the Holder on June
1, 2000 (the "Repayment Date").  The Repayment Price shall be 100% of the
principal amount of this Security plus accrued interest to the Repayment Date,
but interest installments whose Stated Maturity is prior to the Repayment Date
will be payable to the Holder of this Security, or one or more Predecessor
Securities, of record at the close of business on the relevant Regular or
Special Record Dates, all as provided in the Indenture.  For this Security to be
repaid at the option of the Holder, the Paying Agent must receive, during the
period from and including April 1, 2000 to and including the close of business
on May 1, 2000 (or, if May 1, 2000 is not a Business Day, the next succeeding
Business Day) (a) appropriate wire transfer instructions and (b) either (i) this
Security with the form entitled "Option to Elect Repayment" below duly completed
or (ii) a telegram, telex, facsimile transmission or a letter from a member of a
national securities exchange, or the National Association of Securities Dealers,
Inc. or a commercial bank or trust company in the United States setting forth
the name of the Holder of this Security, the principal amount of this Security,
the portion of principal amount of this Security to be repaid, the certificate
number or a description of the tenor and terms of this Security, a statement
that the option to elect repayment is being exercised thereby and a guarantee
that this Security, together with the duly completed form entitled "Option to
Elect Repayment" on this Security, will be

<PAGE>

                                      - 2 -

received by the Paying Agent not later than the fifth Business Day after the
date of such telegram, telex, facsimile transmission or letter, PROVIDED,
HOWEVER, that such Security and form duly completed are received by the Paying
Agent by such fifth Business Day.  Exercise of the repayment option by the
Holder shall be irrevocable unless waived by the Company.  The repayment option
with respect to this Security may be exercised by the Holder for less than the
entire principal amount hereof, PROVIDED that the principal amount, if any, of
this Security that remains outstanding after such repayment must be an
authorized denomination as defined herein.  The Company will not be required to
register the transfer or exchange of any Security following the receipt of a
notice to repay a Security as described above.  All questions as to the
validity, eligibility (including time of receipt) and acceptance of any Security
for repayment will be determined by the Paying Agent, whose determination will
be final and binding.  In the event of repayment of this Security in part only,
a new Security or Securities of this series and of like tenor and for a
principal amount equal to the unrepaid portion will be delivered to the Holder
upon the cancellation hereof.

          Interest payments for this Security will be computed and paid on the
basis of a 360-day year of twelve 30-day months.  If an Interest Payment Date
falls on a day that is not a Business Day, such Interest Payment Date will be
the following day that is a Business Day.

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

          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.

          The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than 66 2/3% 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 Company with certain

<PAGE>

                                      - 3-

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.

          No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, 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.

          As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company 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
Company 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.

          The Securities of this series are issuable only in registered form
without coupons in denominations of $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.

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

          Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company 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 Company,

<PAGE>

                                      - 4-
the Trustee nor any such agent shall be affected by notice to the contrary.

          This Security shall be governed by and construed in accordance with
the laws of the State of New York.

          All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

<PAGE>
                             OPTION TO ELECT REPAYMENT

 TO BE COMPLETED ONLY IF THIS SECURITY IS REPAYABLE AT THE OPTION OF THE HOLDER
AND THE HOLDER ELECTS TO EXERCISE SUCH RIGHTS

          The undersigned hereby irrevocably requests and instructs the Company
to repay the attached Security (or portion thereof specified below) pursuant to
its terms at a price equal to 100% of the principal amount thereof together in
the case of any such repayment with interest to the Repayment Date, to the
undersigned at ___________________________________________.

          For the Security to be repaid at the option of the Holder, the Paying
Agent must receive as its corporate trust office, at any time from and including
April 1, 2000 to and including the close of business on May 1, 2000 (or if May
1, 2000 is not a Business Day, the next succeeding Business Day), (a)
appropriate wire transfer instructions and (b) either (i) the Security together
with this "Option to Elect Repayment" form duly completed or (ii) a telegram,
telex, facsimile transmission or a letter from a member of a national securities
exchange, or the National Association of Securities Dealers, Inc. or a
commercial bank or trust company in the United States setting forth the name of
the Holder of the Security, the principal amount of the Security, the principal
amount of the Security to be repaid, the certificate number or a description of
the tenor and terms of the Security, a statement that the option to elect
repayment is being exercised thereby and a guarantee that the Security, together
with this duly completed form entitled "Option to Elect Repayment" on the
reverse of the Security, will be received by the Paying Agent not later than the
fifth Business Day after the date of such telegram, telex, facsimile
transmission or letter, provided, however, that such telegram, telex, facsimile
transmission or letter shall be effective only if the Security with such form
duly completed are received by the Paying Agent by such fifth Business Day.

          If less than the entire principal amount of the attached Security is
to be repaid, specify the portion thereof which the Holder elects to have
repaid: ____________________; and specify the denomination or denominations
(which shall be an Authorized Denomination) of the Security or Securities to be
issued to the Holder for the portion of the within Security not being repaid (in
the absence of any specification, one such Security will be issued for the
portion not being repaid): ______________________.

Dated:_______________________      ______________________________
                                   NOTICE:  The signature to this
                                   Option to Elect Repayment must correspond
                                   with the name as written upon the face of the
                                   within instrument in every particular,
                                   without alteration or enlargement or any
                                   change whatsoever.