<PAGE>



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



                             UTILICORP UNITED INC.


                                      and


                                UMB BANK, N.A.,
                                    Trustee


                              ___________________


                                   INDENTURE


                           Dated as of June 1, 1995


                              ___________________



                        Junior Subordinated Debentures


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


<PAGE>

         Reconciliation and tie between Trust Indenture Act of 1939, as
                 amended and Indenture, dated as of June 1, 1995

Trust Indenture
  Act Section                                         Indenture Section

SECTION 310(a)   ................................     609
           (b)   ................................     608, 610
           (c)   ................................     Not Applicable

SECTION 311(a)   ................................     613(a)
           (b)   ................................     613(b)
           (c)   ................................     Not Applicable

SECTION 312(a)   ................................     701, 702(a)
           (b)   ................................     702(b)
           (c)   ................................     702(c)

SECTION 313(a)   ................................     703(a)
           (b)   ................................     703(b)
           (c)   ................................     703(a), 703(b)
           (d)   ................................     703(c)

SECTION 314(a)   ................................     704
           (b)   ................................     Not Applicable
           (c)   ................................     102
           (d)   ................................     Not Applicable
           (e)   ................................     102

SECTION 315(a)   ................................     601(a)
           (b)   ................................     602, 703(a)(8)
           (c)   ................................     601(b)
           (d)   ................................     601(c)
           (e)   ................................     514

SECTION 316(a)   ................................     502, 512, 513
           (b)   ................................     508
           (c)   ................................     104(e)

SECTION 317(a)   ................................     503, 504
           (b)   ................................     1003

SECTION 318(a)   ................................     107

____________

NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a
part of the Indenture.

                                        1

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                              TABLE OF CONTENTS*

                                  __________

                                                                          Page

RECITALS OF THE COMPANY....................................................  1

                                  ARTICLE ONE

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

      SECTION 101.  Definitions............................................  1

            Act............................................................  2
            Affiliate......................................................  2
            Authenticating Agent...........................................  2
            Board of Directors.............................................  2
            Board Resolution...............................................  2
            Business Day...................................................  2
            Commission.....................................................  2
            Company........................................................  2
            Company Request or Company Order...............................  3
            Corporate Trust Office.........................................  3
            corporation....................................................  3
            Debenture......................................................  3
            Debenture Register and Debenture Registrar.....................  3
            Defaulted Interest.............................................  3
            Depository.....................................................  3
            Event of Default...............................................  3
            Global Debenture...............................................  3
            Guarantee......................................................  3
            Holder.........................................................  4
            Indenture......................................................  4
            Interest.......................................................  4
            Interest Payment Date..........................................  4
            Limited Partnership Agreement..................................  4
            Maturity.......................................................  4
            Officers' Certificate..........................................  4
            Opinion of Counsel.............................................  4
            Original Issue Discount Debenture..............................  4
            Outstanding....................................................  4
            Paying Agent...................................................  5
            Person.........................................................  5
            Place of Payment...............................................  5
            Predecessor Debenture..........................................  6
            Preferred Securities...........................................  6
            Redemption Date................................................  6
            Redemption Price...............................................  6

_________________
*NOTE: This table of contents shall not, for any purpose, be
deemed to be a part of the Identure.

                                        i

<PAGE>



            Regular Record Date............................................  6
            Responsible Officer............................................  6
            Senior Indebtedness............................................  6
            Special Record Date............................................  7
            Stated Maturity................................................  7
            Subsidiary.....................................................  7
            Trustee........................................................  7
            Trust Indenture Act............................................  7
            U.S. Government Obligations....................................  7
            UtiliCorp Capital..............................................  8
            Vice President.................................................  8

      SECTION 102.  Compliance Certificates and Opinions...................  8
      SECTION 103.  Form of Documents Delivered to Trustee.................  9
      SECTION 104.  Acts of Holders........................................  9
      SECTION 105.  Notices, Etc., to Trustee and Company.................. 11
      SECTION 106.  Notice to Holders; Waiver.............................. 11
      SECTION 107.  Conflict with Trust Indenture Act...................... 12
      SECTION 108.  Effect of Headings and Table of Contents............... 12
      SECTION 109.  Successors and Assigns................................. 12
      SECTION 110.  Separability Clause.................................... 12
      SECTION 111.  Benefits of Indenture.................................. 12
      SECTION 112.  Governing Law.......................................... 12
      SECTION 113.  Legal Holidays......................................... 13

                                   ARTICLE TWO

                                DEBENTURE FORMS............................ 13

      SECTION 201.  Forms Generally........................................ 13

                                  ARTICLE THREE

                                THE DEBENTURES............................. 14


      SECTION 301.  Amount Unlimited; Issuable in Series................... 14
      SECTION 302.  Denominations.......................................... 16
      SECTION 303.  Execution, Authentication, Delivery and
                     Dating................................................ 16
      SECTION 304.  Temporary Debentures................................... 18
      SECTION 305.  Registration, Registration of Transfer and Exchange ... 19
      SECTION 306.  Mutilated, Destroyed, Lost and Stolen Debentures....... 21
      SECTION 307.  Payment of Interest; Interest Rights Preserved......... 21
      SECTION 308.  Persons Deemed Owners.................................. 23
      SECTION 309.  Cancellation........................................... 23
      SECTION 310.  Computation of Interest................................ 24

                                       ii

<PAGE>



                                 ARTICLE FOUR

                          SATISFACTION AND DISCHARGE....................... 24

      SECTION 401.  Satisfaction and Discharge of Indenture................ 24
      SECTION 402.  Application of Trust Money............................. 25
      SECTION 403.  Satisfaction, Discharge and Defeasance of
                     Debentures of any Series.............................. 26

                                 ARTICLE FIVE

                                   REMEDIES................................ 28

      SECTION 501.  Events of Default...................................... 28
      SECTION 502.  Acceleration of Maturity; Rescission and Annulment..... 30
      SECTION 503.  Collection of Indebtedness and Suits for Enforcement by
                     Trustee............................................... 32
      SECTION 504.  Trustee May File Proofs of Claim....................... 32
      SECTION 505.  Trustee May Enforce Claims Without Possession of
                     Debentures............................................ 33
      SECTION 506.  Application of Money Collected......................... 34
      SECTION 507.  Limitation on Suits.................................... 35
      SECTION 508.  Unconditional Right of Holders to Receive
                     Principal,Premium and Interest........................ 35
      SECTION 509.  Restoration of Rights and Remedies..................... 36
      SECTION 510.  Rights and Remedies Cumulative......................... 36
      SECTION 511.  Delay or Omission Not Waiver........................... 36
      SECTION 512.  Control by Holders..................................... 36
      SECTION 513.  Waiver of Past Defaults................................ 37
      SECTION 514.  Undertaking for Costs.................................. 37
      SECTION 515.  Waiver of Stay or Extension Laws....................... 38

                                  ARTICLE SIX

                                  THE TRUSTEE.............................. 38

      SECTION 601.  Certain Duties and Responsibilities.................... 38
      SECTION 602.  Notice of Defaults..................................... 39
      SECTION 603.  Certain Rights of Trustee.............................. 40
      SECTION 604.  Not Responsible for Recitals or Issuance of Debentures. 41
      SECTION 605.  May Hold Debentures.................................... 41
      SECTION 606.  Money Held in Trust.................................... 41
      SECTION 607.  Compensation and Reimbursement......................... 41
      SECTION 608.  Disqualification; Conflicting Interests................ 42
      SECTION 609.  Corporate Trustee Required; Eligibility................ 49
      SECTION 610.  Resignation and Removal; Appointment of Successor...... 49
      SECTION 611.  Acceptance of Appointment by Successor................. 51
      SECTION 612.  Merger, Conversion, Consolidation or Succession to
                     Business.............................................. 52
      SECTION 613.  Preferential Collection of Claims Against  Company..... 52

                                       iii

<PAGE>



      SECTION 614.  Authenticating Agents.................................. 57

                                 ARTICLE SEVEN

               HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY........... 59

      SECTION 701.  Company to Furnish Trustee Names and Addresses of
                     Holders............................................... 59
      SECTION 702.  Preservation of Information; Communications to
                     Holders............................................... 59
      SECTION 703.  Reports by Trustee..................................... 60
      SECTION 704.  Reports by Company..................................... 62

                                 ARTICLE EIGHT

               CONSOLIDATION, MERGER, CONVEYANCE, SALE OR LEASE............ 63

      SECTION 801.  Company May Consolidate, Etc., Only on
                     Certain Terms......................................... 63
      SECTION 802.  Successor Corporation to be Substituted................ 64

                                 ARTICLE NINE

                            SUPPLEMENTAL INDENTURES........................ 64

      SECTION 901.  Supplemental Indentures without Consent of Holders..... 64
      SECTION 902.  Supplemental Indentures with Consent of Holders........ 66
      SECTION 903.  Execution of Supplemental Indentures................... 67
      SECTION 904.  Effect of Supplemental Indentures...................... 67
      SECTION 905.  Conformity with Trust Indenture Act.................... 68
      SECTION 906.  Reference in Debentures to Supplemental Indentures..... 68

                                  ARTICLE TEN

                                   COVENANTS............................... 68

      SECTION 1001.  Payment of Principal, Premium and Interest............ 68
      SECTION 1002.  Maintenance of Office or Agency....................... 68
      SECTION 1003.  Money for Debentures Payments to Be Held in Trust..... 69
      SECTION 1004.  Corporate Existence................................... 70
      SECTION 1005.  Maintenance of Properties............................. 71
      SECTION 1006.  Payment of Taxes and Other Claims..................... 71
      SECTION 1007.  Statement by Officers as to Default................... 71
      SECTION 1008.  Defeasance of Certain Obligations..................... 72
      SECTION 1009.  Distributions and Payment of Dividends................ 73
      SECTION 1010.           Required Capital Contributions............... 73

                                       iv

<PAGE>



                                ARTICLE ELEVEN

                           REDEMPTION OF DEBENTURES........................ 74

      SECTION 1101.  Applicability of Article.............................. 74
      SECTION 1102.  Election to Redeem; Notice to Trustee................. 74
      SECTION 1103.  Selection by Trustee of Debentures to Be  Redeemed.... 74
      SECTION 1104.  Notice of Redemption.................................. 75
      SECTION 1105.  Deposit of Redemption Price........................... 76
      SECTION 1106.  Debentures Payable on Redemption Date................. 76
      SECTION 1107.  Debentures Redeemed in Part........................... 76

                                 ARTICLE TWELVE

                                 SINKING FUNDS............................. 77

      SECTION 1201.  Applicability of Article.............................. 77
      SECTION 1202.  Satisfaction of Sinking Fund Payments with Debentures. 77
      SECTION 1203.  Redemption of Debentures for Sinking Fund............. 78

                                ARTICLE THIRTEEN

                          SUBORDINATION OF DEBENTURES...................... 79

      SECTION 1301.  Agreement of Subordination............................ 79
      SECTION 1302.  Limitations on Payments to Holders.................... 79
      SECTION 1303.  Payments in Bankruptcy................................ 80
      SECTION 1304.  Subrogation of Debentures............................. 81
      SECTION 1305.  Authorization by Holders.............................. 82
      SECTION 1306.  Notice to Trustee..................................... 82
      SECTION 1307.  Trustee's Relation to Senior Indebtedness............. 83
      SECTION 1308.  Acts of Holders of Senior Indebtedness................ 84

                                        v

<PAGE>



TESTIMONIUM

SIGNATURES AND SEALS

ACKNOWLEDGMENTS

                                       vi

<PAGE>



            INDENTURE, dated as of June 1, 1995, between UTILICORP UNITED INC.,
a corporation duly organized and existing under the laws of the State of
Delaware (herein called the "Company"), having its principal office at 911 Main,
Kansas City, Missouri 64105, and UMB Bank, N.A., a national banking association
duly organized and existing under the laws of the United States, as Trustee
(herein called the "Trustee").


                            RECITALS OF THE COMPANY

            The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of certain of its junior
subordinated debentures (herein called the "Debentures"), to be issued in one or
more series as in this Indenture provided.

            All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.

            NOW, THEREFORE, THIS INDENTURE WITNESSETH:  For and in consideration
of the premises and the purchase of the Debentures by the Holders thereof, it is
mutually covenanted and agreed, for the equal and proportionate benefit of all
Holders of the Debentures or of series thereof, as follows:


                                  ARTICLE ONE

                       DEFINITIONS AND OTHER PROVISIONS
                            OF GENERAL APPLICATION

SECTION 101. Definitions.

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

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

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

            (3)  all accounting terms not otherwise defined herein have the
      meanings assigned to them in accordance with generally accepted accounting
      principles as applied in the United States and, except as otherwise herein
      expressly provided, the term "generally accepted accounting principles"
      with respect to any computation required or


<PAGE>



      permitted hereunder shall mean such accounting principles as are generally
      accepted at the date of such computation; and

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

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

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

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

            "Authenticating Agent" means any Person authorized to authenticate
and deliver Debentures on behalf of the Trustee pursuant to Section 614.

            "Board of Directors" means either the board of directors of the
Company or any duly authorized committee of that Board.

            "Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Board of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

            "Business Day", means any day other than a day on which banking
institutions in the Borough of Manhattan, the City and State of New York, as the
case may be (depending on whether an office or agency of the Company is being
maintained in either such borough, city or state with respect to the
Debentures), are authorized or obligated by law to remain closed.

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

            "Company" means the Person named as the "Company" in the first
paragraph of this instrument until a successor


                                        2
<PAGE>



corporation shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter "Company" shall mean such successor corporation.

            "Company Request" or "Company Order" means a written request or
order signed in the name of the Company by its Chairman of the Board, its
President or a Vice President, or, if authorized by a power of attorney executed
by any of such officers, by such other person as may be authorized in such power
of attorney, and delivered to the Trustee.

            "Corporate Trust Office" means the principal office of the Trustee
at which at any particular time its corporate trust business shall be
administered, which at the date hereof is The UMB Bank, N.A., 928 Grand Avenue,
Kansas City, Missouri  64106.

            "corporation" includes corporations, associations, companies and
business trusts.

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

            "Debenture Register" and "Debenture Registrar" have the respective
meanings specified in Section 305.

            "Defaulted Interest" has the meaning specified in Section 307.

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

            "Event of Default" has the meaning specified in Section 501.

            "Global Debenture" means a Debenture evidencing all or part of a
series of Debentures, issued to the Depository for such series or its nominee
and registered in the name of such Depository or nominee.

            "Guarantee" means any guarantee that the Company may enter into with
UtiliCorp Capital or other Persons that operate directly or indirectly for the
benefit of holders of limited partner interests issued by UtiliCorp Capital.



                                        3
<PAGE>



            "Holder" means a Person in whose name a Debenture is registered in
the Debenture Register.

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

            "Interest", when used with respect to an Original Issue Discount
Debenture which by its terms bears interest only at Maturity, means interest
payable at Maturity.

            "Interest Payment Date", when used with respect to any Debenture,
means the Stated Maturity of an installment of interest on such Debenture.

            "Limited Partnership Agreement" means the Amended and Restated
Agreement of Limited Partnership of UtiliCorp Capital L.P. dated as of June 12,
1995.

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

            "Officers' Certificate" means a certificate signed by the President
or a Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary
or an Assistant Secretary, of the Company, and delivered to the Trustee.

            "Opinion of Counsel" means a written opinion of counsel, who may be
an employee of or regular counsel for the Company, or may be other counsel
satisfactory to the Trustee.

            "Original Issue Discount Debenture" means any Debenture which
provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration of the Maturity thereof pursuant to
Section 502.

            "Outstanding", when used with respect to Debentures, means, as of
the date of determination, all Debentures theretofore authenticated and
delivered under this Indenture, except:

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

                  (ii)   Debentures, or portions thereof, for whose payment or
            redemption fully available funds in the necessary amount has been
            irrevocably deposited with the Trustee or any Paying Agent (other
            than the


                                        4
<PAGE>



            Company) in trust or set aside and segregated in trust by the
            Company (if the Company shall act as its own Paying Agent) for the
            Holders of such Debentures; PROVIDED that, if such Debentures are
            to be redeemed, notice of such redemption has been duly given
            pursuant to this Indenture or provision therefor satisfactory to the
            Trustee has been made; and

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

PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
principal amount of the Outstanding Debentures have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, (a) the principal
amount of an Original Issue Discount Debenture that shall be deemed to be
Outstanding for such purposes shall be the amount of the principal thereof that
would be due and payable as of the date of such determination upon a declaration
of acceleration of the Maturity thereof pursuant to Section 502, and (b)
Debentures owned by the Company or any other obligor under the Debentures or any
Affiliate of the Company or of such other obligor (unless the Company or such
other obligor or an Affiliate of the Company or such other obligor owns all
Outstanding Debentures) shall be disregarded and deemed not to be Outstanding,
except that in determining whether the Trustee shall be protected in relying
upon any such request, demand, authorization, direction, notice, consent or
waiver, only Debentures which the Trustee knows to be so owned shall be so
disregarded.  Debentures so owned as described in (b) above which have been
pledged in good faith may be regarded as Outstanding if the pledgee establishes
to the satisfaction of the Trustee the pledgee's right so to act with respect to
such Debentures and that the pledgee is not the Company or any other obligor
upon the Debentures or any Affiliate of the Company or of such other obligor.

            "Paying Agent" means any Person authorized by the Company to pay the
principal of (and premium, if any) or interest on any Debentures on behalf of
the Company.

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

            "Place of Payment", when used with respect to the Debentures of any
series, means the place or places where the


                                        5
<PAGE>



principal of (and premium, if any) and interest, if any, on the Debentures of
that series are payable as specified in or as contemplated by Section 301.

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

            "Preferred Securities" means the preferred securities issued from
time to time by UtiliCorp Capital representing limited partner interests in
UtiliCorp Capital.

            "Redemption Date", when used with respect to any Debenture to be
redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.

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

            "Regular Record Date" for the interest payable on any Interest
Payment Date on the Debentures of any series means the date specified for that
purpose as contemplated by Section 301.

            "Responsible Officer", when used with respect to the Trustee, means
any vice president, the secretary, any assistant secretary, the treasurer, any
assistant treasurer, the cashier, any assistant cashier, any trust officer or
assistant trust officer, the controller or any assistant controller or any other
officer of the Trustee, which in each case is assigned to its Corporate Trust
Department, and also means, with respect to a particular corporate trust matter,
any other officer or class of officer authorized by resolution of the board of
the Trustee, or any other officer to whom such matter is referred because of his
knowledge of and familiarity with the particular subject.

            "Senior Indebtedness" of the Company means the principal of,
premium, if any, interest on and any other payment due pursuant to any of the
following, whether outstanding at the date of execution of this Indenture or
thereafter incurred, created or assumed: (a) all indebtedness of the Company
evidenced by notes, debentures, bonds, or other securities sold by the Company
for money, (b) all indebtedness of others of the kinds described in the
preceding clause (a) assumed by or guaranteed in any manner by the Company or in
effect guaranteed by the Company through an agreement to purchase, contingent or
otherwise, and (c) all renewals, extensions or refundings of indebtedness of the
kinds described in any of the preceding clauses (a) and (b);


                                        6
<PAGE>



unless, in the case of any particular indebtedness, renewal, extension or
refunding, the instrument creating or evidencing the same or the assumption or
guarantee of the same expressly provides that such indebtedness, renewal,
extension or refunding is not superior in right of payment to or is pari passu
with the Debentures.

            "Special Record Date" for the payment of any Defaulted Interest
means a date fixed by the Trustee pursuant to Section 307.

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

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

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

            "Trust Indenture Act" means the Trust Indenture Act of 1939 as in
force at the date as of which this instrument was executed, except as provided
in Section 905.

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


                                        7
<PAGE>



principal of the U.S. Government Obligation evidenced by such depository
receipt.

            "UtiliCorp Capital" means UtiliCorp Capital L.P., a Delaware limited
partnership.

            "Vice President", when used with respect to the Company or the
Trustee, means any vice president or assistant vice president, whether or not
designated by a number or a word or words added before or after the title "vice
president" or "assistant vice president".


SECTION 102.  COMPLIANCE CERTIFICATES AND OPINIONS.

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

            Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than the Certificate
provided pursuant to Section 704(4)) shall include:

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

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

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

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

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


                                        8
<PAGE>



SECTION 103.  FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

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

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

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


SECTION 104.  ACTS OF HOLDERS.

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

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


                                        9
<PAGE>



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

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

            (c)  The ownership of Debentures shall be proved by the Debenture
Register.

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

            (e)   If the Company shall solicit from the Holders of any series
any request, demand, authorization, direction, notice, consent, waiver or other
action, the Company may, at its option, as evidenced by an Officers'
Certificate, fix in advance a record date for such series for the determination
of Holders entitled to give such request, demand, authorization, direction,
notice, consent, waiver or other action, but the Company shall have no
obligation to do so.  If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other action may be given
before or after the record date, but only the Holders of record at the close of
business on the record date shall be deemed to be Holders for the purposes of
determining whether Holders of the requisite proportion of outstanding
Debentures of that series have authorized or agreed


                                        10
<PAGE>



or consented to such request, demand, authorization, direction, notice, consent,
waiver or other action, and for that purpose the outstanding Debentures of that
series shall be computed as of the record date; provided that no such
authorization, agreement or consent by such Holders on the record date shall be
deemed effective unless it shall become effective pursuant to the provisions of
this Indenture not later than six months after the record date.


SECTION 105.  NOTICES, ETC., TO TRUSTEE AND COMPANY.

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

            (1)  the Trustee by any Holder or by the Company shall be sufficient
      for every purpose hereunder if made, given, furnished or filed in writing
      to or with the Trustee upon receipt at its Corporate Trust Office, or

            (2)  the Company by the Trustee or by any Holder shall be sufficient
      for every purpose hereunder (unless otherwise herein expressly provided)
      if in writing and mailed, first-class mail postage prepaid, to the Company
      addressed to it at the address of its principal office specified in the
      first paragraph of this instrument or at any other address previously
      furnished in writing to the Trustee by the Company.


SECTION 106.  NOTICE TO HOLDERS; WAIVER.

            Where this Indenture provides for notice to Holders of any event,
such notice shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to each Holder
affected by such event, at his address as it appears in the Debenture Register,
not later than the latest date, and not earlier than the earliest date,
prescribed for the giving of such notice.  In any case where notice to Holders
is given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder shall affect the sufficiency of such
notice with respect to other Holders.  Where this Indenture provides for notice
in any manner, such notice may be waived in writing by the Person entitled to
receive such notice, either before or after the event, and such waiver shall be
the equivalent of such notice.  Waivers of notice by Holders shall be filed with
the Trustee, but such filing shall not be a condition precedent to the validity
of any action taken in reliance upon such waiver.

            In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable


                                        11
<PAGE>



to give such notice by mail, then such notification as shall be made with the
approval of the Trustee shall constitute a sufficient notification for every
purpose hereunder.


SECTION 107.  CONFLICT WITH TRUST INDENTURE ACT.

            If and to the extent that any provision of this Indenture limits,
qualifies or conflicts with the duties imposed by Sections 310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control.


SECTION 108.  EFFECT OF HEADINGS AND TABLE OF CONTENTS.

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


SECTION 109.  SUCCESSORS AND ASSIGNS.

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


SECTION 110.  SEPARABILITY CLAUSE.

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


SECTION 111.  BENEFITS OF INDENTURE.

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


SECTION 112.  GOVERNING LAW.

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



                                        12
<PAGE>



SECTION 113.  LEGAL HOLIDAYS.

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


                                  ARTICLE TWO

                                DEBENTURE FORMS

SECTION 201.  FORMS GENERALLY.

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

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

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



                                        13
<PAGE>



                                 ARTICLE THREE

                                THE DEBENTURES

SECTION 301.  AMOUNT UNLIMITED; ISSUABLE IN SERIES.

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

            The Debentures may be issued in one or more series up to the
aggregate principal amount of Debentures of that series from time to time
authorized by or pursuant to a Board Resolution or pursuant to one or more
indentures supplemental hereto.  There shall be established in or pursuant to a
Board Resolution, and, subject to Section 303, set forth or determined in the
manner provided, in an Officers' Certificate, or established in one or more
indentures supplemental hereto, prior to the issuance of Debentures of any
series:

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

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

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

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

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

            (6)   the right, if any, to extend the interest payment periods and
      the duration of such extension;

            (7)   the place or places, if any, in addition to or in the place of
      the office of the Trustee in New York, New


                                        14
<PAGE>



      York, where the principal of and premium, if any, and interest, if any, on
      Debentures of the series shall be payable and where such Debentures may be
      registered or transferred;

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


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

            (10)  the form of the Debentures of the series including the form of
      certificate of authentication for such series;

            (11)  if other than denominations of $25 or any integral multiple
      thereof, the denominations in which Debentures of the series shall be
      issuable;

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

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

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

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



                                        15
<PAGE>



            (16)  any provisions permitted by this Indenture relating to Events
      of Default or covenants of the Company with respect to such series of
      Debentures; and

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

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

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

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


SECTION 302.  DENOMINATIONS.

            The Debentures of each series shall be issuable in registered form
without coupons, except as otherwise expressly provided in a supplemental
indenture hereto, in such denominations as shall be specified as contemplated by
Section 301.  In the absence of any such provisions with respect to the
Debentures of any series, the Debentures of such series shall be issuable in
denominations of $25 or in integral multiples thereof.


SECTION 303.  EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

            The Debentures shall be executed on behalf of the Company by its
Chairman of the Board, its President or one of its Vice Presidents, under its
corporate seal reproduced thereon, and which need not be attested.  The
Debentures of any series shall be executed by such additional officer, if any,
as shall be


                                        16
<PAGE>



specified pursuant to Section 301.  The signature of any of these officers on
the Debentures may be manual or facsimile.

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

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

            (a)  if the form of such Debentures has been established by or
      pursuant to Board Resolution as permitted by Section 201, that such form
      has been established in conformity with the provisions of this Indenture;

            (b)  if the terms of such Debentures have been established by or
      pursuant to Board Resolution as permitted by Section 301, that such terms
      have been established in conformity with the provisions of this Indenture;
      and

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

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

            Notwithstanding the provisions of Section 301 and of the preceding
paragraph, if all Debentures of a series are not to


                                        17
<PAGE>



be originally issued at one time, it shall not be necessary to deliver the
Officers' Certificate otherwise required pursuant to Section 301 or the Company
Order and Opinion of Counsel otherwise required pursuant to such preceding
paragraph at or prior to the time of authentication of each Debenture of such
series if such documents are delivered at or prior to the time of authentication
upon original issuance of the first Debenture of such series to be issued.

            Each Debenture shall be dated the date of its authentication.

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


SECTION 304.  TEMPORARY DEBENTURES.

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

            If temporary Debentures of any series are issued, the Company will
cause definitive Debentures of that series to be prepared without unreasonable
delay.  After the preparation of definitive Debentures of such series, the
temporary Debentures of such series shall be exchangeable for definitive
Debentures of such series upon surrender of the temporary Debentures of such
series at the office or agency of the Company in a Place of Payment for that
series, without charge to the Holder.  Upon


                                        18
<PAGE>



surrender for cancellation of any one or more temporary Debentures of any series
the Company shall execute and the Trustee shall authenticate and deliver in
exchange therefor a like principal amount of definitive Debentures of the same
series and of like tenor of authorized denominations.  Until so exchanged the
temporary Debentures of any series shall in all respects be entitled to the same
benefits under this Indenture as definitive Debentures of such series.


SECTION 305.      REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

            The Company shall cause to be kept at the Corporate Trust Office of
the Trustee a register (the register maintained in such office and in any other
office or agency of the Company in a Place of Payment being herein sometimes
collectively referred to as the "Debenture Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Debentures and of transfers of Debentures.  The Trustee is
hereby appointed "Debenture Registrar" for the purpose of registering Debentures
and transfers of Debentures as herein provided.

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

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

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

            Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 301, a Global Debenture of any series shall be
exchangeable pursuant to this Section for Debentures registered in the names of
Persons other than the Depository with respect to such series or its nominee
only as provided in this paragraph.  A Global Debenture shall be


                                        19
<PAGE>



exchangeable pursuant to this Section if (x) such Depository notifies the
Company that it is unwilling or unable to continue as Depository for such series
or at any time ceases to be a clearing agency registered as such under the
Securities Exchange Act of 1934 and a successor Depository for such series is
not appointed by the Company within 90 days after the Company receives such
notice or becomes aware of such condition, as the case may be, (y) the Company
executes and delivers to the Trustee an Officers' Certificate providing that
such Global Debenture shall be so exchangeable or (z) there shall have occurred
and be continuing an Event of Default with respect to the Debentures of such
series.  Debentures so issued in exchange for a Global Debenture shall be of the
same series, of like tenor, in authorized denominations and in the aggregate
having the same principal amount as the Global Debenture to be exchanged, and
shall be registered in such names as the Depository for such Global Debenture
shall direct.

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

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

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

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



                                        20
<PAGE>



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

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

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

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

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

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

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


SECTION 307.      PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

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



                                        21
<PAGE>



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

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

            (2)  The Company may make payment of any Defaulted Interest on the
      Debentures of any series in any other lawful manner not inconsistent with
      the requirements of any securities exchange on which such Debentures may
      be listed, and upon such notice as may be required by such exchange, if,
      after notice given by the Company to the Trustee of the proposed payment
      pursuant to this Clause, such manner of payment shall be deemed
      practicable by the Trustee.



                                        22
<PAGE>



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


SECTION 308.  PERSONS DEEMED OWNERS.

            Prior to due presentment of a Debenture for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such Debenture is registered in the Debenture
Register maintained by the Trustee as the owner of such Debenture for the
purpose of receiving payment of principal of (and premium, if any) and (subject
to Section 307) interest, if any, on such Debenture and for all other purposes
whatsoever, whether or not such Debenture be overdue, and neither the Company,
the Trustee nor any agent of the Company or the Trustee shall be affected by
notice to the contrary.  All such payments so made to any such Person, or upon
such Person's order, shall be valid, and, to the extent of the sums so paid,
effectual to satisfy and discharge the liability for moneys payable upon any
such Debenture.

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


SECTION 309.  CANCELLATION.

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


                                        23
<PAGE>



SECTION 310.      COMPUTATION OF INTEREST.

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


                                 ARTICLE FOUR

                          SATISFACTION AND DISCHARGE

SECTION 401.  SATISFACTION AND DISCHARGE OF INDENTURE.

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

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

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

                    (i)  have become due and payable, or

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

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

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

      and the Company, in the case of (i), (ii), (iii) or (iv) above, has
      deposited or caused to be deposited with the Trustee as trust funds in
      trust for the purpose an amount of (a) money in the currency or units of
      currency in which such Debentures are payable, or (b) in the case of (ii)
      or (iii) above and (except as provided in an indenture supplemental


                                        24
<PAGE>



      hereto) if no Debentures of any series Outstanding are subject to
      repurchase at the option of Holders (I) U.S. Government Obligations
      (denominated in the same currency or units of currency in which such
      Debentures are payable) which through the payment of interest and
      principal in respect thereof in accordance with their terms will provide
      not later than one day before the Stated Maturity or Redemption Date, as
      the case may be, money in an amount, or (II) a combination of money or
      U.S. Government Obligations as provided in (I) above, in each case,
      sufficient to pay and discharge the entire indebtedness on such Debentures
      not theretofore delivered to the Trustee for cancellation, for principal
      (and premium, if any) and interest, if any, to the date of such deposit
      (in the case of Debentures which have become due and payable) or to the
      Stated Maturity or Redemption Date, as the case may be;

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

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

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


SECTION 402.  APPLICATION OF TRUST MONEY.

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



                                        25
<PAGE>



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

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


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

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

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

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



                                        26
<PAGE>



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

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

PROVIDED that, the following conditions shall have been satisfied:

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



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

            (g)  no Event of Default or event which with notice or lapse of time
      would become an Event of Default (including by


                                        27
<PAGE>



      reason of such deposit) with respect to the Debentures of such series
      shall have occurred and be continuing on the date of such deposit or
      during the period ending on the 91st day after such date;

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

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

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


                                 ARTICLE FIVE

                                   REMEDIES

SECTION 501.  EVENTS OF DEFAULT.

            "Event of Default", wherever used herein with respect to Debentures
of any series, means any one of the following events (whatever the reason for
such Event of Default and whether it shall be voluntary or involuntary or be
affected by operation of law or pursuant to any judgment, decree or order of any
court


                                        28
<PAGE>



or any order, rule or regulation of any administrative or governmental body):

            (1)  default in the payment of any interest upon any Debenture of
      that series when it becomes due and payable, and continuance of such
      default for a period of 10 days; or

            (2)   default in the payment of the principal of (or premium, if
      any, on) any Debenture of that series at its Maturity upon redemption, by
      declaration or otherwise; or

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

            (4)   default in the performance, or breach, of any covenant or
      warranty of the Company in this Indenture (other than a covenant or
      warranty a default in whose performance or whose breach is elsewhere in
      this Section specifically dealt with or which has expressly been included
      in this Indenture solely for the benefit of series of Debentures other
      than that series), and continuance of such default or breach for a period
      of 90 days after there has been given, by registered or certified mail, to
      the Company by the Trustee or to the Company and the Trustee by the
      Holders of at least 25% in principal amount of the Outstanding Debentures
      of that series a written notice specifying such default or breach and
      requiring it to be remedied and stating that such notice is a "Notice of
      Default" hereunder; or

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

            (6)   the commencement by the Company of a voluntary case or
      proceeding under any applicable Federal or State bankruptcy, insolvency or
      other similar law or of any other case or proceeding to be adjudicated a
      bankrupt or insolvent, or the consent by it to the entry of a decree or
      order for relief in respect of the Company in an involuntary


                                        29
<PAGE>



      case or proceeding under any applicable Federal or State bankruptcy,
      insolvency, reorganization or other similar law or to the commencement of
      any bankruptcy or insolvency case or proceeding against it, or the filing
      by it of a petition or answer or consent seeking reorganization or relief
      under any applicable Federal or State law, or the consent by it to the
      filing of such petition or to the appointment of or taking possession by a
      custodian, receiver, liquidator, assignee, trustee, sequestrator or
      similar official of the Company or of any substantial part of its
      property, or the making by it of an assignment for the benefit of
      creditors, or the admission by it in writing of its inability to pay its
      debts generally as they become due, or the taking of corporate action by
      the Company in furtherance of any such action; or


            (7)   so long as any series of Debentures issued in connection with
      the application of the proceeds from the issuance and sale of a series of
      Preferred Securities of UtiliCorp Capital remain outstanding, UtiliCorp
      Capital shall have dissolved, wound up its business or otherwise
      terminated its existence except in connection with the distribution of
      Debentures to limited partners of UtiliCorp Capital in liquidation of
      their interest in UtiliCorp Capital and in connection with certain
      mergers, consolidations, amalgamations, replacements, conveyances,
      transfers or leases permitted by the Limited Partnership Agreement.


SECTION 502.      ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

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

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


                                        30
<PAGE>



the Trustee, may rescind and annul such declaration and its consequences if

            (1)   the Company has paid or deposited with the Trustee a sum
      sufficient to pay

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

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

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

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

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

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


            For all purposes under this Indenture, if a portion of the principal
of any Original Issue Discount Debentures shall have been accelerated and
declared due and payable pursuant to the provisions hereof, then, from and after
such declaration, unless such declaration has been rescinded and annulled, the
principal amount of such Original Issue Discount Debentures shall be deemed, for
all purposes hereunder, to be such portion of the principal thereof as shall be
due and payable as a result of such acceleration, and payment of such portion of
the principal thereof as shall be due and payable as a result of such
acceleration, together with interest, if any, thereon and all other amounts
owing thereunder, shall constitute payment in full of such Original Issue
Discount Debentures.



                                        31
<PAGE>



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

            The Company covenants that if

            (1)   default is made in the payment of any interest on any
      Debenture when such interest becomes due and payable, or in any payment
      required by any sinking fund with respect to that series, and such default
      continues for a period of 10 days, or

            (2)   default is made in the payment of the principal of or premium,
      if any, on any Debenture at the Maturity, upon redemption, by declaration
      or otherwise, thereof,

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

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

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


SECTION 504.  TRUSTEE MAY FILE PROOFS OF CLAIM.

            In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relative to the Company or any other obligor upon the
Debentures or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of


                                        32
<PAGE>



the Debentures shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Trustee shall have made
any demand on the Company for the payment of overdue principal or interest)
shall be entitled and empowered, by intervention in such proceeding or
otherwise,

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

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

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

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


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

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



                                        33
<PAGE>



SECTION 506.  APPLICATION OF MONEY COLLECTED.

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

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

            SECOND:  In case the principal and premium, if any, of the
      Debentures of such series in respect of which moneys have been collected
      shall not have become and be then due and payable, to the payment of
      interest, if any, on the Debentures of such series in default in the order
      of the maturity of the installments of such interest, with interest (to
      the extent that such interest has been collected by the Trustee and to the
      extent permitted by law) upon the overdue installments of interest at the
      rate prescribed therefor in such Debentures, such payments to be made
      ratably to the Persons entitled thereto, without discrimination or
      preference;

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

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



                                        34
<PAGE>



SECTION 507.  LIMITATION ON SUITS.

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

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

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

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

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

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

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


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

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



                                        35
<PAGE>



SECTION 509.  RESTORATION OF RIGHTS AND REMEDIES.

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


SECTION 510.  RIGHTS AND REMEDIES CUMULATIVE.

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

SECTION 511.  DELAY OR OMISSION NOT WAIVER.

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


SECTION 512.  CONTROL BY HOLDERS.

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

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



                                        36
<PAGE>



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


SECTION 513.  WAIVER OF PAST DEFAULTS.

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

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

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

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


SECTION 514.  UNDERTAKING FOR COSTS.

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



                                        37
<PAGE>



SECTION 515.      WAIVER OF STAY OR EXTENSION LAWS.

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


                                  ARTICLE SIX

                                  THE TRUSTEE

SECTION 601.      CERTAIN DUTIES AND RESPONSIBILITIES.

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

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

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

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

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

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



                                        38
<PAGE>



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

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

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

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


SECTION 602.  NOTICE OF DEFAULTS.

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


                                        39
<PAGE>



time or both would become, an Event of Default with respect to Debentures of
such series.


SECTION 603.  CERTAIN RIGHTS OF TRUSTEE.

            Subject to the provisions of Section 601:

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

            (b)   any request or direction of the Company mentioned herein shall
be sufficiently evidenced by a Company Request or Company Order or as otherwise
expressly provided herein and any resolution of the Board of Directors may be
sufficiently evidenced by a Board Resolution;

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

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

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

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


                                        40
<PAGE>



examine the books, records and premises of the Company, personally or by agent
or attorney; and

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

            (h)   the permissive right of the Trustee to do things enumerated in
this Indenture shall not be construed as a duty.


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

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


SECTION 605.  MAY HOLD DEBENTURES.

            The Trustee, any Authenticating Agent, any Paying Agent, any
Debenture Registrar or any other agent of the Company, in its individual or any
other capacity, may become the owner or pledgee of Debentures and, subject to
Sections 608 and 613, may otherwise deal with the Company with the same rights
it would have if it were not Trustee, Authenticating Agent, Paying Agent,
Debenture Registrar or such other agent.


SECTION 606.  MONEY HELD IN TRUST.

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


SECTION 607.  COMPENSATION AND REIMBURSEMENT.

            (a) The Company agrees

            (1)   to pay to the Trustee from time to time such compensation as
      is agreed upon in writing, or, if no such agreement exists, reasonable
      compensation for all services


                                        41
<PAGE>



      rendered by it hereunder (which compensation shall not be limited by any
      provision of law in regard to the compensation of a trustee of an express
      trust);

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

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

            (b)   The obligations of the Company under this Section to
compensate and indemnify the Trustee and to pay or reimburse the Trustee for
expenses, disbursements and advances shall constitute additional indebtedness
hereunder.  Such additional indebtedness shall be secured by a lien prior to
that of the Debentures upon all property and funds held or collected by the
Trustee as such, except funds held in trust for the benefit of the Holders of
particular Debentures.


SECTION 608.  DISQUALIFICATION; CONFLICTING INTERESTS.

            (a)   If the Trustee has or shall acquire any conflicting interest,
as defined in this Section, with respect to the Debentures of any series, and if
the default to which such conflicting interest relates has not been cured, duly
waived or otherwise eliminated, within 90 days after ascertaining that it has
such conflicting interest, it shall either eliminate such conflicting interest,
except as otherwise provided herein, or resign with respect to the Debentures of
that series in the manner and with the effect hereinafter specified in this
Article and the Company shall promptly appoint a Successor Trustee in the manner
provided herein.

            (b)   In the event that the Trustee shall fail to comply with the
provisions of subsection (a) of this Section with respect to the Debentures of
any series, the Trustee shall, within 10 days after the expiration of such
90-day period, transmit by mail, first class postage prepaid, to all Holders of
Debentures of that series, as their names and addresses appear in the Debenture
Register, notice of such failure.


                                        42
<PAGE>



            (c)   For the purposes of this Section, the Trustee shall be deemed
to have a conflicting interest with respect to the Debentures of any series if a
default has occurred and is continuing and:

            (1)   the Trustee is trustee under this Indenture with respect to
      the Outstanding Debentures of any series other than that series or is
      trustee under another indenture under which any other securities, or
      certificates of interest or participation in any other securities, of the
      Company are outstanding, unless such other indenture is a collateral trust
      indenture under which the only collateral consists of Debentures issued
      under this Indenture, PROVIDED that there shall be excluded from the
      operation of this paragraph this Indenture with respect to the
      Debentures of any series other than that series or any indenture or
      indentures under which other securities, or certificates of interest or
      participation in other securities, of the Company are outstanding, if

                  (i)   this Indenture and such other indenture or indentures
            are wholly unsecured and rank equally and such other indenture or
            indentures (and such series) are hereafter qualified under the Trust
            Indenture Act, unless the Commission shall have found and declared
            by order pursuant to Section 305(b) or Section 307(c) of the Trust
            Indenture Act that differences exist between the provisions of this
            Indenture with respect to Debentures of that series and one or more
            other series or the provisions of such other indenture or indentures
            (or such series) which are so likely to involve a material conflict
            of interest as to make it necessary in the public interest or for
            the protection of investors to disqualify the Trustee from acting as
            such under this Indenture with respect to the Debentures of that
            series and such other series or under such other indenture or
            indentures, or

                  (ii)  the Company shall have sustained the burden of proving,
            on application to the Commission and after opportunity for hearing
            thereon, that trusteeship under this Indenture with respect to the
            Debentures of that series and such other series or such other
            indenture or indentures is not so likely to involve a material
            conflict of interest as to make it necessary in the public interest
            or for the protection of investors to disqualify the Trustee from
            acting as such under this Indenture with respect to the Debentures
            of that series and such other series or under such other indenture
            or indentures;

            (2)   the Trustee or any of its directors or executive officers is
      an underwriter for the Company;



                                        43
<PAGE>



            (3)   the Trustee directly or indirectly controls or is directly or
      indirectly controlled by or is under direct or indirect common control
      with the Company or an underwriter for the Company;

            (4)   the Trustee or any of its directors or executive officers is a
      director, officer, partner, employee, appointee or representative of the
      Company, or of an underwriter (other than the Trustee itself) of the
      Company who is currently engaged in the business of underwriting, except
      that (i) one individual may be a director or an executive officer, or
      both, of the Trustee and a director or an executive officer, or both, of
      the Company, but may not be at the same time an executive officer of both
      the Trustee and the Company; (ii) if and so long as the number of
      directors of the Trustee in office is more than nine, one additional
      individual may be a director or an executive officer, or both, of the
      Trustee and a director of the Company; and (iii) the Trustee may be
      designated by the Company or by an underwriter for the Company to act in
      the capacity of transfer agent, registrar, custodian, paying agent, fiscal
      agent, escrow agent or depository, or in any other similar capacity, or,
      subject to the provisions of paragraph (1) of this Subsection, to act as
      trustee, whether under an indenture or otherwise;

            (5)   10% or more of the voting securities of the Trustee is
      beneficially owned either by the Company or by any director, partner or
      executive officer thereof, or 20% or more of such voting securities is
      beneficially owned, collectively, by any two or more of such Persons; or
      10% or more of the voting securities of the Trustee is beneficially owned
      either by an underwriter for the Company or by any director, partner or
      executive officer thereof, or is beneficially owned, collectively, by any
      two or more such Persons;

            (6)   the Trustee is the beneficial owner of, or holds as collateral
      security for an obligation which is in default (as hereinafter in this
      Subsection defined), (i) 5% or more of the voting securities, or 10% or
      more of any other class of security, of the Company, not including the
      Debentures issued under this Indenture and securities issued under any
      other indenture under which the Trustee is also trustee, or (ii) 10% or
      more of any class of security of an underwriter for the Company;

            (7)   the Trustee is the beneficial owner of, or holds as collateral
      security for an obligation which is in default (as hereinafter in this
      Subsection defined), 5% or more of the voting securities of any Person
      who, to the knowledge of the Trustee, owns 10% or more of the voting
      securities of, or controls directly or indirectly or is under direct or
      indirect common control with, the Company;


                                        44
<PAGE>



            (8)   the Trustee is the beneficial owner of, or holds as collateral
      security for an obligation which is in default (as hereinafter in this
      Subsection defined), 10% or more of any class of security of any Person
      who, to the knowledge of the Trustee, owns 50% or more of the voting
      securities of the Company;

            (9)   the Trustee owns, on the date of default upon the Debentures
      of any series or any anniversary of such default while such default upon
      the Debentures issued under this Indenture remains outstanding, in the
      capacity of executor, administrator, testamentary or INTER VIVOS
      trustee, guardian, committee or conservator, or in any other similar
      capacity, an aggregate of 25% or more of the voting securities, or of any
      class of security, of any Person, the beneficial ownership of a specified
      percentage of which would have constituted a conflicting interest under
      paragraph (6), (7) or (8) of this Subsection.  As to any such securities
      of which the Trustee acquired ownership through becoming executor,
      administrator or testamentary trustee of an estate which included them,
      the provisions of the preceding sentence shall not apply, for a period of
      two years from the date of such acquisition, to the extent that such
      securities included in such estate do not exceed 25% of such voting
      securities or 25% of any such class of security.  Promptly after the dates
      of any default upon the Debentures issued under this Indenture and
      annually in each succeeding year that the Debentures issued under this
      Indenture remain in default, the Trustee shall make a check of its
      holdings of such securities in any of the above-mentioned capacities as of
      such dates.  If the Company fails to make payment in full of the principal
      of (or premium, if any) or interest, if any, on any of the Debentures when
      and as the same becomes due and payable, and such failure continues for 30
      days thereafter, the Trustee shall make a prompt check of its holdings of
      such securities in any of the above-mentioned capacities as of the date of
      the expiration of such 30-day period, and after such date, notwithstanding
      the foregoing provisions of this paragraph, all such securities so held by
      the Trustee, with sole or joint control over such securities vested in it,
      shall, but only so long as such failure shall continue, be considered as
      though beneficially owned by the Trustee for the purposes of paragraphs
      (6), (7) and (8) of this Subsection; or

            (10)  except under the circumstances described in paragraphs (1),
      (3), (4), (5) or (6) of this Subsection, the Trustee shall be or shall
      become a creditor of the Company.

      For purposes of paragraph (1) of this Subsection, and of Section 513, the
term "series of securities" or "series" means a series, class or group of
securities issuable under an indenture pursuant to whose terms holders of one
such series may vote to direct the indenture trustee, or otherwise take action
pursuant


                                        45
<PAGE>



to a vote of such holders, separately from holders of another such series;
provided, that "series of securities" or "series" shall not include any series
of securities issuable under an indenture if all such series rank equally and
are wholly unsecured.

            The specification of percentages in paragraphs (5) to (9),
inclusive, of this Subsection shall not be construed as indicating that the
ownership of such percentages of the securities of a person is or is not
necessary or sufficient to constitute direct or indirect control for the
purposes of paragraph (3) or (7) of this Subsection.

            For the purposes of paragraphs (6), (7), (8) and (9) of this
Subsection only, (i) the terms "security" and "securities" shall include only
such securities as are generally known as corporate securities, but shall not
include any note or other evidence of indebtedness issued to evidence an
obligation to repay moneys lent to a person by one or more banks, trust
companies or banking firms, or any certificate of interest or participation in
any such note or evidence of indebtedness; (ii) an obligation shall be deemed to
be "in default" when a default in payment of principal shall have continued for
30 days or more and shall not have been cured; and (iii) the Trustee shall not
be deemed to be the owner or holder of (A) any security which it holds as
collateral security, as trustee or otherwise, for an obligation which is not in
default as defined in clause (ii) above, or (B) any security which it holds as
collateral security under this Indenture, irrespective of any default hereunder,
or (C) any security which it holds as agent for collection, or as custodian,
escrow agent or depository, or in any similar representative capacity.

            (d)   For the purposes of this Section:

            (1)   The term "underwriter", when used with reference to the
      Company, means every person who, within one year prior to the time as of
      which the determination is made, has purchased from the Company with a
      view to, or has offered or sold for the Company in connection with, the
      distribution of any security of the Company outstanding at such time, or
      has participated or has had a direct or indirect participation in any such
      undertaking, or has participated or has had a participation in the direct
      or indirect underwriting of any such undertaking, but such term shall not
      include a person whose interest was limited to a commission from an
      underwriter or dealer not in excess of the usual and customary
      distributors' or sellers' commission.

            (2)   The term "director" means any director of a corporation or any
      individual performing similar functions with respect to any organization,
      whether incorporated or unincorporated.



                                        46
<PAGE>



            (3)   The term "person" means an individual, a corporation, a
      partnership, an association, a joint-stock company, a trust, an
      unincorporated organization or a government or political subdivision
      thereof.  As used in this paragraph, the term "trust" shall include only a
      trust where the interest or interests of the beneficiary or beneficiaries
      are evidenced by a security.

            (4)   The term "voting security" means any security presently
      entitling the owner or holder thereof to vote in the direction or
      management of the affairs of a person, or any security issued under or
      pursuant to any trust, agreement or arrangement whereby a trustee or
      trustees or agent or agents for the owner or holder of such security are
      presently entitled to vote in the direction or management of the affairs
      of a person.

            (5)   The term "Company" means any obligor upon the Debentures.

            (6)   The term "executive officer" means the president, every vice
      president, every trust officer, the cashier, the secretary and the
      treasurer of a corporation, and any individual customarily performing
      similar functions with respect to any organization whether incorporated or
      unincorporated, but shall not include the chairman of the board of
      directors.

            (e)   The percentages of voting securities and other securities
specified in this Section shall be calculated in accordance with the following
provisions:

            (1)   A specified percentage of the voting securities of the
      Trustee, the Company or any other person referred to in this Section (each
      of whom is referred to as a "person" in this paragraph) means such amount
      of the outstanding voting securities of such person as entitles the holder
      or holders thereof to cast such specified percentage of the aggregate
      votes which the holders of all the outstanding voting securities of such
      person are entitled to cast in the direction or management of the affairs
      of such person.

            (2)   A specified percentage of a class of securities of a person
      means such percentage of the aggregate amount of securities of the class
      outstanding.

            (3)   The term "amount", when used in regard to securities, means
      the principal amount if relating to evidences of indebtedness, the number
      of shares if relating to capital shares and the number of units if
      relating to any other kind of security.

            (4)   The term "outstanding" means issued and not held by or for the
      account of the issuer.  The following


                                        47
<PAGE>



      securities shall not be deemed outstanding within the meaning of this
      definition:

                    (i) securities of an issuer held in a sinking fund relating
            to securities of the issuer of the same class;

                   (ii) securities of an issuer held in a sinking fund relating
            to another class of securities of the issuer, if the obligation
            evidenced by such other class of securities is not in default as to
            principal or interest or otherwise;

                  (iii) securities pledged by the issuer thereof as security for
            an obligation of the issuer not in default as to principal or
            interest or otherwise; and

                  (iv)  securities held in escrow if placed in escrow by the
            issuer thereof;

      PROVIDED, HOWEVER, that any voting securities of an issuer shall be
      deemed outstanding if any person other than the issuer is entitled to
      exercise the voting rights thereof.

            (5)   A security shall be deemed to be of the same class as another
      security if both securities confer upon the holder or holders thereof
      substantially the same rights and privileges; PROVIDED, HOWEVER, that,
      in the case of secured evidences of indebtedness, all of which are issued
      under a single indenture, differences in the interest rates or maturity
      dates of various series thereof shall not be deemed sufficient to
      constitute such series different classes and PROVIDED, FURTHER, that,
      in the case of unsecured evidences of indebtedness, differences in the
      interest rates or maturity dates thereof shall not be deemed sufficient to
      constitute them securities of different classes, whether or not they are
      issued under a single indenture.

            (f)   Except in the case of a default in the payment of the
principal of (or premium, if any) or interest on any Debentures issued under
this Indenture, or in the payment of any sinking or analogous fund installment,
the Trustee shall not be required to resign as provided by this Subsection if
such Trustee shall have sustained the burden of proving, on application to the
Commission and after opportunity for hearing thereon, that (i) the default under
the Indenture may be cured or waived during a reasonable period and under the
procedures described in such application and (ii) a stay of the Trustee's duty
to resign will not be inconsistent wit the interests of the Holders.  The filing
of such an application shall automatically stay the performance of the duty to
resign until the Commission orders otherwise.



                                        48
<PAGE>



            Any resignation of the Trustee shall become effective upon the
appointment of a successor trustee and such successor's acceptance of such an
appointment.


SECTION 609.  CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

            There shall at all times be a Trustee hereunder which shall be a
corporation organized and doing business under the laws of the United States of
America, any State thereof or the District of Columbia, authorized under such
laws to exercise corporate trust powers, having a combined capital and surplus
of at least $50,000,000 and subject to supervision or examination by Federal or
State authority.  If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published.  The
Company may not, nor may any person directly or indirectly controlling,
controlled by, or under common control with the Company, serve as Trustee.  If
at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign promptly in the manner and with the
effect hereinafter specified in this Article.


SECTION 610.      RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

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

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

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

            (d)   If at any time:

            (1)   the Trustee shall fail to comply with Section 608(a) after
      written request therefor by the Company or by


                                        49
<PAGE>



      any Holder who has been a bona fide Holder of a Debenture for at least six
      months, or

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

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


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

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



                                        50
<PAGE>



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


SECTION 611.  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

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

            (b)   In case of the appointment hereunder of a successor Trustee
with respect to the Debentures of one or more (but not all) series, the Company,
the retiring Trustee and each successor Trustee with respect to the Debentures
of one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Debentures of that
or those series to which the appointment of such successor Trustee relates, (2)
if the retiring Trustee is not retiring with respect to all Debentures, shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Debentures of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(3) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-trustees of the
same trust and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such


                                        51
<PAGE>



Trustee; and upon the execution and delivery of such supplemental indenture the
resignation or removal of the retiring Trustee shall become effective to the
extent provided therein and each such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee with respect to the Debentures of that or
those series to which the appointment of such successor Trustee relates; but, on
request of the Company or any successor trustee, such retiring Trustee shall
duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder with respect to the Debentures of
that or those series to which the appointment of such successor Trustee relates.

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

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


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

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


SECTION 613.      PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

            (a)   Subject to Subsection (b) of this Section, if the Trustee
shall be or shall become a creditor, directly or indirectly, secured or
unsecured, of the Company within three months prior to a default, as defined in
Subsection (c) of this Section, or subsequent to such a default, then, unless
and until such default shall be cured, the Trustee shall set apart and hold in a
special account for the benefit of the Trustee individually,


                                        52
<PAGE>



the Holders of the Debentures and the holders of other indenture securities, as
defined in Subsection (c) of this Section:

            (1)   an amount equal to any and all reductions in the amount due
      and owing upon any claim as such creditor in respect of principal or
      interest, effected after the beginning of such three months' period and
      valid as against the Company and its other creditors, except any such
      reduction resulting from the receipt or disposition of any property
      described in paragraph (2) of this Subsection, or from the exercise of any
      right of set-off which the Trustee could have exercised if a petition in
      bankruptcy had been filed by or against the Company upon the date of such
      default; and

            (2)   all property received by the Trustee in respect of any claims
      as such creditor, either as security therefor, or in satisfaction or
      composition thereof, or otherwise, after the beginning of such three
      months' period, or an amount equal to the proceeds of any such property,
      if disposed of, SUBJECT, HOWEVER, to the rights, if any, of the
      Company and its other creditors in such property or such proceeds.

            Nothing herein contained, however, shall affect the right of the
Trustee:

            (A)   to retain for its own account (i) payments made on account of
      any such claim by any Person (other than the Company) who is liable
      thereon, and (ii) the proceeds of the bona fide sale of any such claim by
      the Trustee to a third Person, and (iii) distributions made in cash,
      securities or other property in respect of claims filed against the
      Company in bankruptcy or receivership or in proceedings for reorganization
      pursuant to the Federal Bankruptcy Act or applicable State law;

            (B)   to realize, for its own account, upon any property held by it
      as security for any such claim, if such property was so held prior to the
      beginning of such three months' period;

            (C)   to realize, for its own account, but only to the extent of the
      claim hereinafter mentioned, upon any property held by it as security for
      any such claim, if such claim was created after the beginning of such
      three months' period and such property was received as security therefor
      simultaneously with the creation thereof, and if the Trustee shall sustain
      the burden of proving that at the time such property was so received the
      Trustee had no reasonable cause to believe that a default, as defined in
      Subsection (c) of this Section, would occur within three months; or

            (D)   to receive payment on any claim referred to in paragraph (B)
      or (C), against the release of any property


                                        53
<PAGE>



      held as security for such claim as provided in paragraph (B) or (C), as
      the case may be, to the extent of the fair value of such property.

            For the purposes of paragraphs (B), (C) and (D), property
      substituted after the beginning of such three months' period for property
      held as security at the time of such substitution shall, to the extent of
      the fair value of the property released, have the same status as the
      property released, and, to the extent that any claim referred to in any of
      such paragraphs is created in renewal of or in substitution for or for the
      purpose of repaying or refunding any pre-existing claim of the Trustee as
      such creditor, such claim shall have the same status as such pre-existing
      claim.

            If the Trustee shall be required to account, the funds and property
held in such special account and the proceeds thereof shall be apportioned among
the Trustee, the Holders and the holders of other indenture securities in such
manner that the Trustee, the Holders and the holders of other indenture
securities realize, as a result of payments from such special account and
payments of dividends on claims filed against the Company in bankruptcy or
receivership or in proceedings for reorganization pursuant to the Federal
Bankruptcy Act or applicable State law, the same percentage of their respective
claims, figured before crediting to the claim of the Trustee anything on account
of the receipt by it from the Company of the funds and property in such special
account and before crediting to the respective claims of the Trustee and the
Holders and the holders of other indenture securities dividends on claims filed
against the Company in bankruptcy or receivership or in proceedings for
reorganization pursuant to the Federal Bankruptcy Act or applicable State law,
but after crediting thereon receipts on account of the indebtedness represented
by their respective claims from all sources other than from such dividends and
from the funds and property so held in such special account.  As used in this
paragraph, with respect to any claim, the term "dividends" shall include any
distribution with respect to such claim, in bankruptcy or receivership or
proceedings for reorganization pursuant to the Federal Bankruptcy Act or
applicable State law, whether such distribution is made in cash, securities or
other property, but shall not include any such distribution with respect to the
secured portion, if any, of such claim.  The court in which such bankruptcy,
receivership or proceedings for reorganization is pending shall have
jurisdiction (i) to apportion among the Trustee, the Holders and the holders of
other indenture securities, in accordance with the provisions of this paragraph,
the funds and property held in such special account and proceeds thereof, or
(ii) in lieu of such apportionment, in whole or in part, to give to the
provisions of this paragraph due consideration in determining the fairness of
the distributions to be made to the Trustee and the Holders and the holders of
other indenture securities with respect to their respective claims, in which
event it shall not be necessary to


                                        54
<PAGE>



liquidate or to appraise the value of any securities or other property held in
such special account or as security for any such claim, or to make a specific
allocation of such distributions as between the secured and unsecured portions
of such claims, or otherwise to apply the provisions of this paragraph as a
mathematical formula.

            Any Trustee which has resigned or been removed after the beginning
of such three months' period shall be subject to the provisions of this
Subsection as though such resignation or removal had not occurred.  If any
Trustee has resigned or been removed prior to the beginning of such three
months' period, it shall be subject to the provisions of this Subsection if and
only if the following conditions exist:


                   (i)  the receipt of property or reduction of claim, which
            would have given rise to the obligation to account, if such Trustee
            had continued as Trustee, occurred after the beginning of such three
            months' period; and

                  (ii)  such receipt of property or reduction of claim occurred
            within three months after such resignation or removal.

            (b)   There shall be excluded from the operation of Subsection (a)
of this Section a creditor relationship arising from:

            (1)   the ownership or acquisition of securities issued under any
      indenture, or any security or securities having a maturity of one year or
      more at the time of acquisition by the Trustee;

            (2)   advances authorized by a receivership or bankruptcy court of
      competent jurisdiction or by this Indenture, for the purpose of preserving
      any property which shall at any time be subject to the lien of this
      Indenture or of discharging tax liens or other prior liens or encumbrances
      thereon, if notice of such advances and of the circumstances surrounding
      the making thereof is given to the Holders at the time and in the manner
      provided in this Indenture;

            (3)   disbursements made in the ordinary course of business in the
      capacity of trustee under an indenture, transfer agent, registrar,
      custodian, paying agent, fiscal agent or depository, or other similar
      capacity;

            (4)   an indebtedness created as a result of services rendered or
      premises rented; or an indebtedness created as a result of goods or
      securities sold in a cash transaction, as defined in Subsection (c) of
      this Section;



                                        55
<PAGE>



            (5)   the ownership of stock or of other securities of a corporation
      organized under the provisions of Section 25(a) of the Federal Reserve
      Act, as amended, which is directly or indirectly a creditor of the
      Company; and

            (6)   the acquisition, ownership, acceptance or negotiation of any
      drafts, bills of exchange, acceptances or obligations which fall within
      the classification of self-liquidating paper, as defined in Subsection (c)
      of this Section.

            (c)   For the purposes of this Section only:

            (1)   the term "default" means any failure to make payment in full
      of the principal of (or premium, if any) or interest on any of the
      Debentures or upon the other indenture securities when and as such
      principal (or premium, if any) or interest becomes due and payable;

            (2)   the term "other indenture securities" means securities upon
      which the Company is an obligor (as defined in the Trust Indenture Act)
      outstanding under any other indenture (i) under which the Trustee is also
      trustee, (ii) which contains provisions substantially similar to the
      provisions of this Section, and (iii) under which a default exists at the
      time of the apportionment of the funds and property held in such special
      account;

            (3)   the term "cash transaction" means any transaction in which
      full payment for goods or securities sold is made within seven days after
      delivery of the goods or securities in currency or in checks or other
      orders drawn upon banks or bankers and payable upon demand;

            (4)   the term "self-liquidating paper" means any draft, bill of
      exchange, acceptance or obligation which is made, drawn, negotiated or
      incurred by the Company for the purpose of financing the purchase,
      processing, manufacturing, shipment, storage or sale of goods, wares or
      merchandise and which is secured by documents evidencing title to,
      possession of, or a lien upon, the goods, wares or merchandise or the
      receivables or proceeds arising from the sale of the goods, wares or
      merchandise previously constituting the security, provided the security is
      received by the Trustee simultaneously with the creation of the creditor
      relationship with the Company arising from the making, drawing,
      negotiating or incurring of the draft, bill of exchange, acceptance or
      obligation;

            (5)   the term "Company" means any obligor upon the Debentures; and

            (6)   the term "Federal Bankruptcy Act" means the Bankruptcy Code or
      Title 11 of the United States Code.


                                        56
<PAGE>



SECTION 614.      AUTHENTICATING AGENTS.

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

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

            An Authenticating Agent may resign at any time by giving written
notice of resignation to the Trustee and to the Company.  The Trustee may at any
time terminate the agency of any Authenticating Agent by giving written notice
of termination to such Authenticating Agent and to the Company.  Upon receiving
such a notice of resignation or upon such a termination, or in case at any time
the Trustee shall have actual knowledge that any Authenticating Agent shall
cease to be eligible under this Section, the Trustee may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall mail
notice of


                                        57
<PAGE>



such appointment to all Holders of Debentures of the series with respect to
which such Authenticating Agent will serve, as the names and addresses of such
Holders appear on the Debenture Register.  Any successor Authenticating Agent,
upon acceptance of its appointment hereunder, shall become vested with all the
rights, powers and duties of its predecessor hereunder, with like effect as if
originally named as an Authenticating Agent.  No successor Authenticating Agent
shall be appointed unless eligible under the provisions of this Section.

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

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

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

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



                                          By__________________________________
                                                   As Trustee


                                          By__________________________________
                                           As Authenticating Agent


                                          By__________________________________
                                             Authorized Officer



                                        58
<PAGE>



                                 ARTICLE SEVEN

               HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

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

            The Company, will furnish or cause to be furnished to the Trustee
with respect to the Debentures of each series

            (a) monthly, on each Regular Record Date, a list, in such form as
      the Trustee may reasonably require, of the names and addresses of the
      Holders as of such Regular Record Date, and

            (b) at such other times as the Trustee may request in writing,
      within 30 days after the receipt by the Company of any such request, a
      list of similar form and content as of a date not more than 15 days prior
      to the time such list is furnished; PROVIDED, HOWEVER, that so long as
      the Trustee is Debenture Registrar for any series of Debentures, no such
      list shall be required to be furnished with respect to any such series.


SECTION 702.      PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

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

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

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

            (ii)  inform such applicants as to the approximate number of Holders
      whose names and addresses appear in the


                                        59
<PAGE>



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

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

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


SECTION 703.  REPORTS BY TRUSTEE.

            (a)   On or before July 15 in each year in which any of the
Debentures are outstanding, the Trustee shall transmit by mail, first class
postage prepaid, to the Holder, as their names and addresses appear upon the
Debenture Register, a brief report dated as of the preceding May 15, with
respect to any of the following events which may have occurred within the
previous


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<PAGE>



twelve months (but if no such event has occurred within such period no report
need be transmitted):

            (1)   any change to its eligibility under Section 609 and its
      qualifications under Section 608;

            (2)   the creation of or any material change to a relationship
      specified in paragraphs (1) through (10) of subsection (c) of Section 608;

            (3)   the character and amount of any advances (and if the Trustee
      elects so to state, the circumstances surrounding the making thereof) made
      by the Trustee (as such) which remain unpaid on the date of such report,
      and for the reimbursement of which it claims or may claim a lien or
      charge, prior to that of the Debentures, on any property or funds held or
      collected by it as Trustee if such advances so remaining unpaid aggregate
      more than 1/2 of 1% of the principal amount of the Debentures outstanding
      on the date of such report;

            (4)  any change to the amount, interest rate, and maturity date of
      all other indebtedness owing by the Company, or by any other obligor on
      the Debentures, to the Trustee in its individual capacity, on the date of
      such report, with a brief description of any property held as collateral
      security therefor, except any indebtedness based upon a creditor
      relationship arising in any manner described in Section 613(b) (2), (3),
      (4) or (6);

            (5)   any change to the property and funds, if any, physically in
      the possession of the Trustee as such on the date of such report;

            (6)   any change to any release, or release and substitution, of
      property subject to the lien of this Indenture (and the consideration
      thereof, if any) which the Trustee has not previously reported;

            (7)   any additional issue of Debentures which the Trustee has not
      previously reported; and

            (8)   any action taken by the Trustee in the performance of its
      duties under this Indenture which it has not previously reported and which
      in its opinion materially affects the Debentures or the Debentures of any
      series, except any action in respect of a default, notice of which has
      been or is to be withheld by it in accordance with the provisions of
      Section 602.

            (b)  The Trustee shall transmit by mail, first class postage
prepaid, to all Holders, as their names and addresses appear in the Debenture
Register, a brief report with respect to the character and amount of any
advances (and if the Trustee


                                        61
<PAGE>



elects so to state, the circumstances surrounding the making thereof) made by
the Trustee (as such) since the date of the last report transmitted pursuant to
Subsection (a) of this Section (or if no such report has yet been so
transmitted, since the date of execution of this instrument) for the
reimbursement of which it claims or may claim a lien or charge, prior to that of
the Debentures, on property or funds held or collected by it as Trustee and
which it has not previously reported pursuant to this Subsection, except that
the Trustee shall not be required (but may elect) to report such advances if
such advances remaining unpaid at any time aggregate 10% or less of the
principal amount of the Debentures Outstanding at such time, such report to be
transmitted within 90 days after such time.

            (c)  A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Trustee with each stock exchange upon
which any Debentures are listed, with the Commission and with the Company.  The
Company will notify the Trustee when any Debentures are listed on any stock
exchange.


SECTION 704.  REPORTS BY COMPANY.

            The Company shall:

            (1) file with the Trustee, within 15 days after the Company is
      required to file the same with the Commission, copies of the annual
      reports and of the information, documents and other reports (or copies of
      such portions of any of the foregoing as the Commission may from time to
      time by rules and regulations prescribe) which the Company may be required
      to file with the Commission pursuant to Section 13 or Section 15(d) of the
      Securities Exchange Act of 1934; or, if the Company is not required to
      file information, documents or reports pursuant to either of said
      Sections, then it shall file with the Trustee and the Commission, in
      accordance with rules and regulations prescribed from time to time by the
      Commission, such of the supplementary and periodic information, documents
      and reports which may be required pursuant to Section 13 of the Securities
      Exchange Act of 1934 in respect of a security listed and registered on a
      national securities exchange as may be prescribed from time to time in
      such rules and regulations;

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

            (3) transmit by mail, first class postage prepaid, to all Holders,
      as their names and addresses appear in the


                                        62
<PAGE>



      Debenture Register, within 30 days after the filing thereof with the
      Trustee, such summaries of any information, documents and reports required
      to be filed by the Company pursuant to paragraphs (1) and (2) of this
      Section as may be required by rules and regulations prescribed from time
      to time by the Commission; and

            (4)   furnish to the Trustee, on or before May 15 in each calendar
      year in which any of the Debentures are outstanding, or on or before such
      other day in each calendar year as the Company and the Trustee may from
      time to time agree upon, a certificate as to his or her knowledge of the
      Company's compliance with all conditions and covenants under this
      Indenture.  For purposes of this Subsection, such compliance shall be
      determined without regard to any period of grace or requirement of notice
      provided under this Indenture.


                                 ARTICLE EIGHT

               CONSOLIDATION, MERGER, CONVEYANCE, SALE OR LEASE

SECTION 801.      COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

             The Company shall not consolidate with or merge into any other
corporation or convey, transfer or lease its properties and assets substantially
as an entirety to any Person, and the Company shall not permit any Person to
consolidate with or merge into the Company or convey, transfer or lease its
properties and assets substantially as an entirety to the Company, unless:

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

            (2)   immediately after giving effect to such transaction and
      treating any indebtedness which becomes an obligation of the Company or a
      Subsidiary as a result of such transaction as having been incurred by the
      Company or


                                        63
<PAGE>



      such Subsidiary at the time of such transaction, no Event of Default, and
      no event which, after notice or lapse of time or both, would become an
      Event of Default, shall have happened and be continuing;

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

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


SECTION 802.  SUCCESSOR CORPORATION TO BE SUBSTITUTED.

            Upon any consolidation by the Company with or merger by the Company
into any other corporation or any conveyance, transfer or lease of the
properties and assets of the Company substantially as an entirety in accordance
with Section 801, the successor corporation formed by such consolidation or into
which the Company is merged or to which such conveyance, transfer or lease is
made shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such
successor corporation had been named as the Company herein, and thereafter,
except in the case of a lease, the predecessor corporation shall be relieved of
all obligations and covenants under this Indenture and the Debentures.


                                 ARTICLE NINE

                            SUPPLEMENTAL INDENTURES

SECTION 901.      SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

            Without the consent of any Holders, the Company and the Trustee, at
any time and from time to time, may enter into one or


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<PAGE>



more indentures supplemental hereto, in form satisfactory to the Trustee, for
any of the following purposes:

            (1) to evidence the succession of another corporation to the Company
      and the assumption by any such successor of the covenants of the Company
      herein and in the Debentures;

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

            (3) to add any additional Events of Default;

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

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

            (6) to secure the Debentures;


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

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

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

            (10) to cure any ambiguity, to correct or supplement any provision
      herein which may be inconsistent with any other provision herein, or to
      make any other provisions with respect to matters or questions arising
      under this


                                        65
<PAGE>



      Indenture, PROVIDED such action shall not adversely affect the interests
      of the Holders of Debentures of any series in any material respect; or

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


SECTION 902.      SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

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


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

            (2) reduce the percentage in principal amount of the Outstanding
      Debentures of any series, the consent of whose Holders is required for any
      such supplemental indenture, or the consent of whose Holders is required
      for any waiver (of compliance with certain provisions of this Indenture or


                                        66
<PAGE>



      certain defaults hereunder and their consequences) provided for in this
      Indenture, or

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

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

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


SECTION 903.  EXECUTION OF SUPPLEMENTAL INDENTURES.

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


SECTION 904.  EFFECT OF SUPPLEMENTAL INDENTURES.

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



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<PAGE>



SECTION 905.      CONFORMITY WITH TRUST INDENTURE ACT.

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


SECTION 906.      REFERENCE IN DEBENTURES TO SUPPLEMENTAL INDENTURES.

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


                                  ARTICLE TEN

                                   COVENANTS

SECTION 1001.     PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

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


SECTION 1002.     MAINTENANCE OF OFFICE OR AGENCY.

            The Company will maintain in each Place of Payment for any series of
Debentures an office or agency where Debentures of that series may be presented
or surrendered for payment, where Debentures of that series may be surrendered
for registration of transfer or exchange and where notices and demands to or
upon the Company in respect of the Debentures of that series and this Indenture
may be served.  The Company will give prompt written notice to the Trustee of
the location, and any change in the location, of such office or agency.  If at
any time the Company shall fail to maintain any such required office or agency
or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, and, in such event, the Trustee shall act
as the Company's agent to receive all such presentations, surrenders, notices
and demands.



                                        68
<PAGE>



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


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

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

            Whenever the Company shall have one or more Paying Agents for any
series of Debentures, it will, on, in case the payment referred to below is made
in same day funds, or, in all other cases, prior to, each due date of the
principal of (and premium, if any) or interest, if any, on any Debentures of
that series, deposit with a Paying Agent a sum sufficient to pay the principal
(and premium, if any) or interest so becoming due, such sum to be held in trust
for the benefit of the Persons entitled to such principal, premium or interest,
and (unless such Paying Agent is the Trustee) the Company will promptly notify
the Trustee of its failure so to act.

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

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

                  (2)  give the Trustee notice of any default by the Company (or
      any other obligor upon the Debentures of that series) in the making of any
      payment of principal (and


                                        69
<PAGE>



      premium, if any) or interest, if any, on the Debentures of that series;
      and

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

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

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


SECTION 1004.     CORPORATE EXISTENCE.

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


                                        70
<PAGE>



business of the Company and that the loss thereof is not disadvantageous in any
material respect to the Holders.


SECTION 1005.  MAINTENANCE OF PROPERTIES.

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


SECTION 1006.  PAYMENT OF TAXES AND OTHER CLAIMS.

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


SECTION 1007.  STATEMENT BY OFFICERS AS TO DEFAULT.

            The Company will deliver to the Trustee on or before May 15, 1996,
and on May 15 in each year thereafter, an Officers' Certificate stating that in
the course of the performance by each signer of his duties as an officer of the
Company he would normally have knowledge of any default by the Company in the
performance and observance of any of the covenants contained in Sections 1001 to
1006, stating whether or not he has knowledge of any such default and, if so,
specifying each such default of which such signer has knowledge and the nature
thereof.



                                        71
<PAGE>



SECTION 1008.  DEFEASANCE OF CERTAIN OBLIGATIONS.

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

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

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

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


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      defeasance trust is not, or is registered as, an investment company under
      the Investment Company Act of 1940; and

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

SECTION 1009.  DISTRIBUTIONS AND PAYMENT OF DIVIDENDS.

            The Company will not declare or pay any dividend on, or redeem,
purchase, acquire or make a distribution or liquidation payment with respect to,
any of its capital stock if at such time (i) there shall have occurred any event
that would constitute an Event of Default under the Indenture, (ii) the Company
shall be in default with respect to its payment of any obligations under the
Guarantee, if issued, or (iii) the Company shall have given notice of its
selection of an extended interest payment period as provided in the Indenture
and such period, or any extension thereof, shall be continuing.


SECTION 1010.     REQUIRED CAPITAL CONTRIBUTIONS.

            So long as any series of Debentures issued in connection with the
application of the proceeds from the issuance and sale of a series of Preferred
Securities of UtiliCorp Capital remain outstanding, and so long as UtiliCorp
Capital does not merge, consolidate, or amalgamate with or into, or is not
replaced by, or does not convey, transfer or lease to, a trust as permitted
without the consent of holders of the Preferred Securities under the Limited
Partnership Agreement, the Company will (i) remain the sole general partner of
UtiliCorp Capital and maintain 100% ownership of the general partner interests
thereof; provided that any permitted successor of the Company under the
Indenture may succeed to its duties as general partner, (ii) contribute capital
to the extent required to maintain its capital at an amount equal to at least 3%
of the total capital contributions to UtiliCorp Capital, (iii) not voluntarily
dissolve, wind-up or terminate UtiliCorp Capital, except in connection with a
distribution of Debentures and in connection with certain mergers,
consolidations, amalgamations permitted by the Limited Partnership Agreement,
(iv) timely perform all of its


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duties as General Partner (including the duty to pay dividends on the Preferred
Securities of UtiliCorp Capital), and (v) use its reasonable efforts to cause
UtiliCorp Capital to remain a limited partnership except in connection with a
distribution of Debentures and in connection with certain mergers,
consolidations, amalgamations, replacements, conveyances, transfers or leases
permitted by the Limited Partnership Agreement, and otherwise continue to be
treated as a partnership for United States federal income tax purposes except in
connection with a distribution of Debentures.


                                ARTICLE ELEVEN

                           REDEMPTION OF DEBENTURES

SECTION 1101.  APPLICABILITY OF ARTICLE.

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


SECTION 1102.  ELECTION TO REDEEM; NOTICE TO TRUSTEE.

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


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

            If less than all the Debentures of any series are to be redeemed,
the particular Debentures to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Debentures of
such series not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate and which may provide for the


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selection for redemption of portions (equal to the minimum authorized
denomination for Debentures of that series or any integral multiple thereof) of
the principal amount of Debentures of such series of a denomination larger than
the minimum authorized denomination for Debentures of that series.

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

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


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


SECTION 1104.  NOTICE OF REDEMPTION.

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

            All notices of redemption shall state:

            (1)  the Redemption Date,

            (2)  the Redemption Price,

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

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

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


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

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


SECTION 1105.  DEPOSIT OF REDEMPTION PRICE.

            On, in the case of same day funds, or in all other cases at least
five Business Days prior to any Redemption Date, the Company shall 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 Redemption Price of, and (except if the
Redemption Date shall be an Interest Payment Date) accrued interest on, all the
Debentures which are to be redeemed on that date (to the extent that such
amounts are not already on deposit at such time in accordance with the
provisions of Section 401, 403 or 1008).


SECTION 1106.  DEBENTURES PAYABLE ON REDEMPTION DATE.

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

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

SECTION 1107.  DEBENTURES REDEEMED IN PART.

            Any Debenture (including any Global Debenture) which is to be
redeemed only in part shall be surrendered at a Place of Payment therefor (with,
if the Company or the Trustee so requires, due endorsement by, or a written
instrument of transfer


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in form satisfactory to the Company and the Trustee duly executed by, the Holder
thereof or his attorney duly authorized in writing), and the Company shall
execute, and the Trustee shall authenticate and deliver to the Holder of such
Debenture without service charge, a new Debenture or Debentures of the same
series, of any authorized denomination as requested by such Holder, in aggregate
principal amount equal to and in exchange for the unredeemed portion of the
principal of the Debenture so surrendered; PROVIDED, that a Global Debenture
shall be in a denomination equal to the unredeemed portion of the principal of
the Global Debenture so surrendered.


                                ARTICLE TWELVE

                                 SINKING FUNDS

SECTION 1201.  APPLICABILITY OF ARTICLE.

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

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


SECTION 1202.     SATISFACTION OF SINKING FUND PAYMENTS WITH DEBENTURES.

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


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<PAGE>



delivered or credited shall be received or credited by the Trustee at the
sinking fund Redemption Price specified in such Debentures.


SECTION 1203.     REDEMPTION OF DEBENTURES FOR SINKING FUND.

            Not less than 60 days prior to each sinking fund payment date for
any series of Debentures, the Company will deliver to the Trustee an Officers'
Certificate specifying (a) the amount of the next ensuing sinking fund payment
for that series pursuant to the terms of that series, (b) whether or not the
Company intends to exercise its right, if any, to make an optional sinking fund
payment with respect to such series on the next ensuing sinking fund payment
date and, if so, the amount of such optional sinking fund payment, and (c) the
portion thereof, if any, which is to be satisfied by payment of cash and the
portion thereof, if any, which is to be satisfied by delivering and crediting
Debentures of that series pursuant to Section 1202, and will also deliver to the
Trustee any Debentures to be so delivered.  Such written statement shall be
irrevocable and upon its receipt by the Trustee the Company shall become
unconditionally obligated to make all the cash payments or payments therein
referred to, if any, on or before the next succeeding sinking fund payment date.
Failure of the Company, on or before any such 60th day, to deliver such written
statement and Debentures specified in this paragraph, if any, shall not
constitute a default but shall constitute, on and as of such date, the
irrevocable election of the Company (i) that the mandatory sinking fund payment
for such series due on the next succeeding sinking fund payment date shall be
paid entirely in cash without the option to deliver or credit Debentures of such
series in respect therefor and (ii) that the Company will make no optional
sinking fund payment with respect to such series as provided in this Section.

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

            The Trustee shall not redeem or cause to be redeemed any Debenture
of a series with sinking fund moneys or mail any notice of redemption of
Debentures of such series by operation of the sinking fund during the
continuance of a default in payment of interest with respect to Debentures of
that series or an Event of Default with respect to the Debentures of that series
except that, where the mailing of notice of redemption of any Debentures shall
theretofore have been made, the Trustee shall redeem or


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<PAGE>



cause to be redeemed such Debentures, provided that it shall have received from
the Company a sum sufficient for such redemption.  Except as aforesaid, any
moneys in the sinking fund for such series at the time when any such default or
Event of Default, shall occur, and any moneys thereafter paid into the sinking
fund, shall, during the continuance of such default or Event of Default, be
deemed to have been collected under Article Five and held for the payment of all
such Debentures.  In case such Event of Default shall have been waived as
provided in Section 513 or the default or Event of Default cured on or before
the 60th day preceding the sinking fund payment date, such moneys shall
thereafter be applied on the next succeeding sinking fund payment date in
accordance with this Section to the redemption of such Debentures.


                               ARTICLE THIRTEEN

                          SUBORDINATION OF DEBENTURES

SECTION 1301.     AGREEMENT OF SUBORDINATION.  The Company covenants and
agrees, and each Holder of Debentures issued hereunder by his acceptance thereof
likewise covenants and agrees, that all Debentures shall be issued subject to
the provisions of this Article Thirteen; and each Holder of Debentures, whether
upon original issue or upon transfer or assignment thereof, accepts and agrees
to be bound by such provisions.

            The payment of the principal of, premium, if any, and interest on
all Debentures issued hereunder shall, to the extent and in the manner
hereinafter set forth, be subordinated and subject in right of payment to the
prior payment in full of all Senior Indebtedness, whether outstanding at the
date of this Indenture or thereafter incurred.

            No provision of this Article Thirteen shall prevent the occurrence
of any default or Event of Default hereunder.


SECTION 1302.     LIMITATIONS ON PAYMENTS TO HOLDERS.  In the event and during
the continuation of any default in the payment of principal, premium, interest
or any other payment due on any Senior Indebtedness continuing beyond the period
of grace, if any, specified in the instrument evidencing such Senior
Indebtedness, unless and until such default shall have been cured or waived or
shall have ceased to exist, and in the event that the maturity of any Senior
Indebtedness has been accelerated because of a default, then no payment shall be
made by the Company with respect to the principal (including redemption and
sinking fund payments) of, or premium, if any, or interest on the Debentures.

            In the event that, notwithstanding the foregoing, any payment shall
be received by the Trustee or any holder when such


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<PAGE>



payment is prohibited by the preceding paragraph of this Section 1302, such
payment shall be held in trust for the benefit of, and shall be paid over or
delivered to, the holders of Senior Indebtedness or their respective
representatives, or to the trustee or trustees under any indenture pursuant to
which any of such Senior Indebtedness may have been issued, as their respective
interests may appear, but only to the extent that the holders of the Senior
Indebtedness (or their representative or representatives or a trustee) notify
the Trustee within 90 days of such payment of the amounts then due and owing on
the Senior Indebtedness and only the amounts specified in such notice to the
Trustee shall be paid to the holders of Senior Indebtedness.


SECTION 1303.     PAYMENTS IN BANKRUPTCY.  Upon any payment by the Company, or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, to creditors upon any dissolution or winding-up or
liquidation or reorganization of the Company, whether voluntary or involuntary
or in bankruptcy, insolvency, receivership or other proceedings, all amounts due
or to become due upon all Senior Indebtedness shall first be paid in full, or
payment thereof provided for in money in accordance with its terms, before any
payment is made on account of the principal (and premium, if any) or interest on
the Debentures; and upon any such dissolution or winding-up or liquidation or
reorganization any payment by the Company, or distribution of assets of the
Company of any kind or character, whether in cash, property or securities, to
which the Holders of the Debentures or the Trustee would be entitled, except for
the provisions of this Article Thirteen, shall by paid by the Company or by any
receiver, trustee in bankruptcy, liquidating trustee, agent or other Person
making such payment or distribution, or by the Holders of the Debentures or by
the Trustee under this Indenture if received by them or it, directly to the
holders of Senior Indebtedness (pro rata to such holders on the basis of the
respective amounts of Senior Indebtedness held by such holders, as calculated by
the Company) or their representative or representatives, or to the trustee or
trustees under any indenture pursuant to which any instruments evidencing any
Senior Indebtedness may have been issued, as their respective interests may
appear, to the extent necessary to pay all Senior Indebtedness in full, in money
or money's worth, after giving effect to any concurrent payment or distribution
to or for the holders of Senior Indebtedness, before any payment or distribution
is made to the Holders of Debentures or to the Trustee.

            In the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, prohibited by the foregoing, shall be received by the
Trustee or the Holders of the Debentures before all Senior Indebtedness is paid
in full, or provision is made for such payment in money in accordance with its
terms, such payment or distribution shall be held in trust


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<PAGE>



for the benefit of and shall be paid over or delivered to the holders of Senior
Indebtedness or their representative or representatives, or to the trustee or
trustees under any indenture pursuant to which any instruments evidencing any
Senior Indebtedness may have been issued, as their respective interests may
appear, as calculated by the Company, for application to the payment of all
Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior
Indebtedness in full in money in accordance with its terms, after giving effect
to any concurrent payment or distribution to or for the holders of such Senior
Indebtedness.

            For purposes of this Article Thirteen, the words, "cash, property or
securities" shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment, the payment of which
is subordinated at least to the extent provided in this Article Thirteen with
respect to the Debentures to the payment of all Senior Indebtedness which may at
the time be outstanding; provided that (i) the Senior Indebtedness is assumed by
the new corporation, if any, resulting from any such reorganization or
readjustment, and (ii) the rights of the holders of the Senior Indebtedness are
not, without the consent of such holders, altered by such reorganization or
readjustment.  The consolidation of the Company with, or the merger of the
Company into, another corporation or the liquidation or dissolution of the
Company following the conveyance or transfer of its property as an entirety, or
substantially as an entirety, to another corporation upon the terms and
conditions provided for in Article Ten hereof shall not be deemed a dissolution,
winding-up, liquidation or reorganization for the purposes of this Section 1303
if such other corporation shall, as a part of such consolidation, merger,
conveyance or transfer, comply with the conditions stated in this Indenture.
Nothing in Section 1302 or in this Section 1303 shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 607.


SECTION 1304.     SUBROGATION OF DEBENTURES.  Subject to the payment in full
of all Senior Indebtedness, the rights of the Holders of the Debentures shall be
subrogated to the rights of the holders of Senior Indebtedness to receive
payments or distributions of cash, property or securities of the Company
applicable to the Senior Indebtedness until the principal of (and premium, if
any) and interest on the Debentures shall be paid in full; and, for the purposes
of such subrogation, no payments or distributions to the holders of the Senior
Indebtedness of any cash, property or securities to which the Holders of the
Debentures or the Trustee would be entitled except for the provisions of this
Article Thirteen, and no payment over pursuant to the provisions of this Article
Thirteen, to or for the benefit of the holders of Senior Indebtedness by Holders
of the Debentures or the Trustee, shall, as between the Company, its creditors
other than holders of


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<PAGE>



Senior Indebtedness, and the Holders of the Debentures, be deemed to be a
payment by the Company to or on account of the Senior Indebtedness.  It is
understood that the provisions of this Article Thirteen are and are intended
solely for the purposes of defining the relative rights of the Holders of the
Debentures, on the one hand, and the holders of the Senior Indebtedness on the
other hand.

            Nothing contained in this Article Thirteen or elsewhere in this
Indenture or in the Debentures is intended to or shall impair, as between the
Company, its creditors other than the holders of Senior Indebtedness, and the
Holders of the Debentures, the obligation of the Company, which is absolute and
unconditional, to pay to the Holders of the Debentures the principal of (and
premium, if any) and interest on the Debentures as and when the same shall
become due and payable in accordance with their terms, or is intended to or
shall affect the relative rights of the Holders of the Debentures and creditors
of the Company other than the holders of the Senior Indebtedness, nor shall
anything herein or therein prevent the Trustee or the Holder of any Debenture
from exercising all remedies otherwise permitted by applicable law upon default
under this Indenture, subject to the rights, if any, under this Article Thirteen
of the holders of Senior Indebtedness in respect of cash, property or securities
of the Company received upon the exercise of any such remedy.

            Upon any payment or distribution of assets of the Company referred
to in this Article Thirteen, the Trustee, subject to the provisions of Section
601, and the Holders of the Debentures shall be entitled to rely upon any order
or decree made by any court of competent jurisdiction in which such dissolution,
winding-up, liquidation or reorganization proceedings are pending, or a
certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent
or other Person making such payment or distribution, delivered to the Trustee or
to the Holders of the Debentures, for the purposes of ascertaining the Persons
entitled to participate in such distribution, the holders of the Senior
Indebtedness and other indebtedness of the Company, the amount hereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Article Thirteen.


SECTION 1305.     AUTHORIZATION BY HOLDERS.  Each Holder of a Debenture by his
acceptance thereof authorizes and directs the Trustee in his behalf to take such
action as may be necessary or appropriate to effectuate the subordination
provided in this Article Thirteen and appoints the Trustee his attorney-in-fact
for any and all such purposes.


SECTION 1306.     NOTICE TO TRUSTEE.  The Company shall give prompt written
notice to a Responsible Officer of the Trustee of any


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fact known to the Company which would prohibit the making of any payment of
monies to or by the Trustee in respect of the Debentures pursuant to the
provisions of this Article Thirteen.  Notwithstanding the provisions of this
Article Thirteen or any other provision of this Indenture, the Trustee shall not
be charged with knowledge of the existence of any facts which would prohibit the
making of any payment of monies to or by the Trustee in respect of the
Debentures pursuant to the provisions of this Article Thirteen, unless and until
a Responsible Officer of the Trustee shall have received written notice thereof
at the principal office of the Trustee from the Company or a holder or holders
of Senior Indebtedness or from any trustee therefor; and before the receipt of
any such written notice, the Trustee, subject to the provisions of Section 601,
shall be entitled in all respects to assume that no such facts exist; provided
that if the Trustee shall not have received the notice provided for in this
Section 1306 at least two business days prior to the date upon which by the
terms hereof any money may become payable for any purpose (including, without
limitation, the payment of the principal of (or premium, if any) or interest on
any Debenture), then, anything herein contained to the contrary notwithstanding,
the Trustee shall have full power and authority to receive such money and to
apply the same to the purposes for which they were received, and shall not be
affected by any notice to the contrary which may be received by it within two
business days prior to such date.

            The Trustee, subject to the provisions of Section 601, shall be
entitled to rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Indebtedness (or a trustee on
behalf of such holder) to establish that such notice has been given by a holder
of Senior Indebtedness or a trustee on behalf of any such holder or holders.  In
the event that the Trustee determines in good faith that further evidence is
required with respect to the right of any Person as a holder of Senior
Indebtedness to participate in any payment or distribution pursuant to this
Article Thirteen, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness
held by such Person, the extent to which such Person is entitled to participate
in such payment or distribution and any other facts pertinent to the rights of
such Person under this Article Thirteen, and if such evidence is not furnished
the Trustee may defer any payment to such Person pending judicial determination
as to the right of such Person to receive such payment.


SECTION 1307.     TRUSTEE'S RELATION TO SENIOR INDEBTEDNESS.  The Trustee in
its individual capacity shall be entitled to all the rights set forth in this
Article Thirteen in respect of any Senior Indebtedness at any time held by it,
to the same extent as any other holder of Senior Indebtedness, and nothing in
this


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<PAGE>



Indenture shall deprive the Trustee of any of its rights as such holder.

            With respect to the holders of Senior Indebtedness, the Trustee
undertakes to perform or to observe only such of its covenants and obligations
as are specifically set forth in this Article Thirteen, and no implied covenants
or obligations with respect to the holders of Senior Indebtedness shall be read
into this Indenture against the Trustee.  The Trustee shall not be deemed to owe
any fiduciary duty to the holders of Senior Indebtedness and, subject to the
provisions of Section 601, the Trustee shall not be liable to any holder of
Senior Indebtedness if it shall pay over or deliver to Holders of Debentures,
the Company or any other Person money or assets to which any holder of Senior
Indebtedness shall be entitled by virtue of this Article Thirteen or otherwise.


SECTION 1308.     ACTS OF HOLDERS OF SENIOR INDEBTEDNESS.  No right of any
present or future holder of any Senior Indebtedness to enforce subordination as
herein provided shall at any time in any way be prejudiced or impaired by any
act or failure to act on the part of the Company or by any act or failure to
act, in good faith, by any such holder, or by any noncompliance by the Company
with the terms, provisions and covenants of this Indenture, regardless of any
knowledge thereof which any such holder may have or otherwise be charged with.

            Without in any way limiting the generality of the foregoing
paragraph, the holders of Senior Indebtedness may, at any time and from time to
time, without the consent of or notice to the Trustee or the Holders of the
Debentures, without incurring responsibility to the Holders of the Debentures
and without impairing or releasing the subordination provided in this Article
Thirteen or the obligations hereunder of the Holders of the Debentures to the
holders of Senior Indebtedness, do any one or more of the following: (i) change
the manner, place or terms of payment or extend the time of payment of, or renew
or alter, Senior Indebtedness, or otherwise amend or supplement in any manner
Senior Indebtedness or any instrument evidencing the same or any agreement under
which Senior Indebtedness is outstanding; (ii) sell, exchange, release or
otherwise deal with any property pledged, mortgaged or otherwise securing Senior
Indebtedness; (iii) release any Person liable in any manner for the collection
of Senior Indebtedness; and (iv) exercise or refrain from exercising any rights
against the Company and any other Person.

            UMB Bank, N.A., as Trustee hereby accepts the trusts in this
Indenture declared and provided, upon the terms and conditions hereinabove set
forth.



                              *     *     *     *


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<PAGE>



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



                                        85
<PAGE>



            IN WITNESS WHEREOF, the parties hereto have caused this 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.


[Seal]                        UTILICORP UNITED INC.


                              By: /s/ Dale J. Wolf

                                  ------------------------------------------
                                        Dale J. Wolf
                                        Vice President

Attest:

/s/ Randy Miller
---------------------------------



[Seal]                        UMB BANK, N.A.
                                as Trustee


                              By: /s/ Frank Bramwell
                                  ------------------------------------------

Attest:


/s/ R. Wm. Bloemker
---------------------------------


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<PAGE>



STATE OF MISSOURI   )
                    :  ss.:
COUNTY OF JACKSON   )


            On the 7 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 a Vice
President 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 Missouri)
                 :  ss.:
COUNTY OF Jackson)


            On the 7 day of June, 1995, before me personally came Frank C.
Bramwell, to me known, who, being by me duly sworn, did depose and say that he
is a Vice President  of UMB Bank, N.A., 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/ Jennifer DeMoss
                                  ------------------------------------------
                                            Notary Public,
                                            State of Missouri


                                        87