<PAGE>

                                                                  EXECUTION COPY

                                                                EXHIBIT 4(a)(15)



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


                              UTILICORP UNITED INC.




                                       and


                           BANK ONE TRUST COMPANY, NA
        (as successor in interest to The First National Bank of Chicago)
                                   as Trustee



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



                       Senior Floating Rate Notes due 2002


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



                        FOURTEENTH SUPPLEMENTAL INDENTURE

                          Dated as of November 20, 2000




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


================================================================================
<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                           PAGE
<S>                                                                        <C>
ARTICLE ONE DEFINITIONS.......................................................2
ARTICLE TWO TERMS AND ISSUANCE OF THE SENIOR NOTES............................3
         Section 201.  Issue of Senior Notes..................................3
         Section 202.  Form of Senior Notes; Incorporation of Terms...........3
         Section 203.  Place of Payment.......................................3
         Section 204.  Limitation on Issuance of Mortgage Bonds...............3
ARTICLE THREE MISCELLANEOUS...................................................4
         Section 301.  Execution of Supplemental Indenture....................4
         Section 302.  Conflict With Trust Indenture Act......................4
         Section 303.  Effect of Headings.....................................4
         Section 304.  Successors and Assigns.................................4
         Section 305.  Separability Clause....................................5
         Section 306.  Benefits of Fourteenth Supplemental Indenture..........5
         Section 307.  Governing Law..........................................5
         Section 308.  Execution and Counterparts.............................5
EXHIBIT A...................................................................A-1
</TABLE>

<PAGE>

                  FOURTEENTH SUPPLEMENTAL INDENTURE, dated as of November 20,
2000 (herein called the "Fourteenth Supplemental Indenture"), between UTILICORP
UNITED INC., a corporation duly organized and existing under the laws of the
State of Delaware (hereinafter called the "Company"), party of the first part,
and BANK ONE TRUST COMPANY, NA (as successor in interest toThe First National
Bank of Chicago), a national banking association duly organized and existing
under the laws of the United States, as Trustee under the Original Indenture
referred to below (hereinafter called the "Trustee"), party of the second part.

                                   WITNESSETH:
                  WHEREAS, the Company has heretofore executed and delivered to
the Trustee an Indenture, dated as of November 1, 1990 (hereinafter called the
"Original Indenture"), to provide for the issuance from time to time of certain
of its unsecured senior notes (hereinafter called the "Securities"), the form
and terms of which are to be established as set forth in Sections 201 and 301 of
the Original Indenture; and
                  WHEREAS, Section 901 of the Original Indenture provides, among
other things, that the Company and the Trustee may enter into indentures
supplemental to the Original Indenture for, among other things, the purpose of
establishing the form or terms of the Securities of any series as permitted in
Sections 201 and 301 of the Original Indenture; and
                  WHEREAS, the Company desires to create a series of the
Securities in an aggregate principal amount of $250,000,000 to be designated the
"Senior Floating Rate Notes due 2002" (the "Senior Notes"), and all action on
the part of the Company necessary to authorize the issuance of the Senior Notes
under the Original Indenture and this Fourteenth Supplemental Indenture has been
duly taken; and

<PAGE>
                                      -2-

                  WHEREAS, all acts and things necessary to make the Senior
Notes when executed by the Company and completed, authenticated and delivered by
the Trustee as in the Original Indenture and this Fourteenth Supplemental
Indenture provided, the valid and binding obligations of the Company and to
constitute these presents a valid and binding supplemental indenture and
agreement according to its terms, have been done and performed; and
                  WHEREAS, Section 901 of the Original Indenture provides, among
other things, that the Company and the Trustee may enter into indentures
supplemental to the Original Indenture to, among other things, add to the
covenants of the Company for the benefit of the Holders of all or any series of
Securities; and
                  WHEREAS, the Company desires to limit the issuance of Mortgage
Bonds under its General Mortgage (as hereinafter defined) as set forth in
Section 204 of this Fourteenth Supplemental Indenture for the benefit of the
Holders of the Senior Notes;
                  NOW, THEREFORE, THIS FOURTEENTH SUPPLEMENTAL INDENTURE
WITNESSETH:
                  That in consideration of the premises, the Company covenants
and agrees with the Trustee, for the equal benefit of holders of the Senior
Notes, as follows:


                                   ARTICLE ONE

                                   DEFINITIONS

                  The use of the terms and expressions herein is in accordance
with the definitions, uses and constructions contained in the Original Indenture
and the form of Senior Note attached hereto as Exhibit A.


<PAGE>

                                      -3-

                                   ARTICLE TWO

                     TERMS AND ISSUANCE OF THE SENIOR NOTES

                  Section 201. ISSUE OF SENIOR NOTES. A series of Securities
which shall be designated the "Senior Floating Rate Notes due 2002" shall be
executed, authenticated and delivered in accordance with the provisions of, and
shall in all respects be subject to, the terms, conditions and covenants of the
Original Indenture and this Fourteenth Supplemental Indenture (including the
form of Senior Note set forth as Exhibit A hereto). The aggregate principal
amount of Senior Notes of the series created hereby which may be authenticated
and delivered under the Original Indenture shall not, except as permitted by the
provisions of the Original Indenture, exceed $250,000,000.
                  Section 202. FORM OF SENIOR NOTES; INCORPORATION OF TERMS. The
form of the Senior Notes shall be substantially in the form of Exhibit A
attached hereto. The terms of such Senior Notes are herein incorporated by
reference and are part of this Fourteenth Supplemental Indenture.
                  Section 203. PLACE OF PAYMENT. The Place of Payment will be
initially the corporate trust offices of the Trustee which, at the date hereof,
are located at Bank One Trust Company, NA, One Bank One Plaza, Suite 0126,
Chicago, Illinois 60670-0126.
                  Section 204. LIMITATION ON ISSUANCE OF MORTGAGE BONDS. The
Company will not (a) issue any Mortgage Bonds under its General Mortgage
Indenture and Deed of Trust, dated September 15, 1988, between the Company and
Commerce Bank of Kansas City, N.A., as Trustee (the "General Mortgage"); (b)
following the consummation of the Company's acquisition of St. Joseph Power &
Light Company, issue any debenture or other obligation or instrument under such
entity's Indenture of Mortgage and Deed of Trust, dated as of April 1, 1946, as

<PAGE>
                                      -4-

amended and supplemented; or (c) following the consummation of the Company's
acquisition of Empire District Electric Company, issue any debenture or other
obligation or instrument under such entity's Indenture of Mortgage and Deed of
Trust, dated as of September 1, 1944, as amended and supplemented; PROVIDED,
HOWEVER, that any such issuance of any debenture or other obligation or
instrument under any indenture referenced in (a), (b) or (c) shall be permitted
where the Company directly secures the Senior Notes issued pursuant to this
Fourteenth Supplemental Indenture equally and ratably with such debenture or
other obligation or instrument issued under such indenture.


                                  ARTICLE THREE

                                  MISCELLANEOUS

                  Section 301. EXECUTION OF SUPPLEMENTAL INDENTURE. This
Fourteenth Supplemental Indenture is executed and shall be construed as an
indenture supplemental to the Original Indenture and, as provided in the
Original Indenture, this Fourteenth Supplemental Indenture forms a part thereof.
                  Section 302. CONFLICT WITH TRUST INDENTURE ACT. If any
provision hereof limits, qualifies or conflicts with another provision hereof
which is required to be included in this Fourteenth Supplemental Indenture by
any of the provisions of the Trust Indenture Act, such required provision shall
control.
                  Section 303.  EFFECT OF HEADINGS.  The Article and Section
headings herein are for convenience only and shall not affect the construction
hereof.
                  Section 304. SUCCESSORS AND ASSIGNS. All covenants and
agreements in this Fourteenth Supplemental Indenture by the Company shall bind
its successors and assigns, whether so expressed or not.

<PAGE>

                                      -5-

                  Section 305. SEPARABILITY CLAUSE. In case any provision in
this Fourteenth Supplemental Indenture or in the Senior Notes shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.
                  Section 306. BENEFITS OF FOURTEENTH SUPPLEMENTAL INDENTURE.
Nothing in this Fourteenth Supplemental Indenture or in the Senior Notes,
express or implied, shall give to any person, other than the parties hereto and
their successors hereunder and the holders, any benefit or any legal or
equitable right, remedy or claim under this Fourteenth Supplemental Indenture.
                  Section 307. GOVERNING LAW. This Fourteenth Supplemental
Indenture and each Senior Note shall be deemed to be a contract made under the
laws of the State of New York, and for all purposes shall be governed by and
construed in accordance with the laws of said State.
                  Section 308. EXECUTION AND COUNTERPARTS. This Fourteenth
Supplemental Indenture may be executed in any number of counterparts, each of
which shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same instrument.

<PAGE>

                                      -6-

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


[Seal]                                By:   /s/ Dale J. Wolf
                                         ---------------------------------------
                                         Name:  Dale J. Wolf
                                         Title: Vice President, Finance,
                                                Treasurer and Secretary



Attest:


By:   /s/ Douglas P. Evanson
   ---------------------------------
   Name:  Douglas P. Evanson
   Title: Assistant Treasurer



                                      BANK ONE TRUST COMPANY, NA,
                                       as Trustee


[Seal]                                By:   /s/ Leland Hansen
                                         ---------------------------------------
                                         Name:  Leland Hansen
                                         Title: Asst. Vice President


Attest:


By:   /s/ Joan Blume
   -----------------------------------------
   Name:  Joan Blume
   Title: Trust Officer

<PAGE>


STATE OF Missouri    )
                     )  ss.:
COUNTY OF Jackson    )


                  On the 20th day of November, 2000, before me personally
came Dale J. Wolf, to me known, who, being by me duly sworn, did depose and
say that he/she is Vice President of UtiliCorp United Inc., the corporation
described in and which executed the foregoing instrument; that he/she 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/she signed his/her name thereto by
like authority.

                                      /s/ Lewisann Rosenberger
                                      Notary Public,
                                      State of Missouri


STATE OF Illinois   )
                    ) ss.:
COUNTY OF Cook      )


                  On the 20th day of November, 2000, before me personally
came Leland Hansen, to me known, who, being by me duly sworn, did depose and
say that he/she is Asst Vice President of Bank One Trust Company, NA, the
national banking association described in and which executed the foregoing
instrument; that he/she 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/she
signed his/her name thereto by like authority.

                                      /s/ Nelda Sierra
                                      Notary Public,
                                      State of Illinois


<PAGE>

                                                                       EXHIBIT A


                          [FORM OF FACE OF SENIOR NOTE]



                              UTILICORP UNITED INC.

                       SENIOR FLOATING RATE NOTE DUE 2002

Number R-1                                                          $250,000,000
                                                                CUSIP __________


                  UTILICORP UNITED INC., a corporation duly organized and
existing under the laws of Delaware (herein called the "Company", which term
includes any successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to Cede & Co., or registered assigns,
the principal sum of TWO HUNDRED AND FIFTY MILLION DOLLARS ($250,000,000) on May
15, 2002, and to pay interest thereon from November 20, 2000, or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, quarterly in arrears on February 15, May 15, August 15 and November 15 in
each year, commencing February 15, 2001, at the rates determined quarterly
described on the reverse hereof, until the principal hereof is paid or made
available for payment, and, subject to the terms of the Indenture, at the rate
per annum on any overdue principal and premium, if any, and (to the extent that
the payment of such interest shall be legally enforceable) on any overdue
installment of interest. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such Indenture,
be paid to the Holder in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest payment, which shall be the 15th calendar day next preceding
such Interest Payment Date. Any such interest not so punctually paid or duly
provided for shall forthwith cease to be payable to the Holder on such Regular
Record Date, and may either be paid to the Holder in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on a Special Record Date for the payment of such Defaulted Interest to be fixed
by the Trustee, in which event notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such Special Record
Date, or may be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture.

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


                                       A-1

<PAGE>

than the applicable record date, by wire transfer to a dollar account maintained
by the holder (if the holder of the Security holds an aggregate principal amount
of Securities in excess of $5,000,000).

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

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

                                    A-2

<PAGE>

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

                                    UTILICORP UNITED INC.


Dated:   November __, 2000          By: ________________________________________
                                        Name:
                                        Title:


                                    Attest:



                                    By: ________________________________________
                                        Name:
                                        Title:


TRUSTEE'S CERTIFICATE OF
   AUTHENTICATION

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


BANK ONE TRUST COMPANY, NA,
   as Trustee



By: _________________________________


                                    A-3

<PAGE>

                        [FORM OF REVERSE OF SENIOR NOTE]


                              UTILICORP UNITED INC.

                       SENIOR FLOATING RATE NOTE DUE 2002


                  This Senior Note is one of a duly authorized series of
securities of the Company (herein called the "Securities"), issued and to be
issued in one or more series under an Indenture, dated as of November 1, 1990,
as amended and supplemented by the Fourteenth Supplemental Indenture dated as of
November 20, 2000 (as amended and supplemented, the "Indenture"), between the
Company and Bank One Trust Company, NA (as successor in interest to The First
National Bank of Chicago), as Trustee (herein called the "Trustee", which term
includes any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Securities and the terms upon
which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof, limited in
aggregate principal amount to $250,000,000.

                  1. INTEREST RATE. This Security will bear interest for each
Interest Period (as defined below) at a per annum rate determined by Bank One
Trust Company, NA, or its successor appointed by the Company acting as
Calculation Agent (the "Calculation Agent"). Such Interest Rate will be equal to
LIBOR (as defined below) on the second London business day (as defined below)
immediately preceding the first day of such Interest Period (an "Interest
Determination Date") PLUS the applicable Spread (as defined below); PROVIDED,
HOWEVER, that the Interest Rate may be determined without reference to LIBOR
pursuant to subsection (c), below.

                  The "Spread" shall be defined as (x) 0.875% PLUS (y) any
applicable Total Adjustment Amount (as defined below) pursuant to subsection (b)
below.

                  For purposes of the calculation of the Interest Rate, "London
business day" is defined as a day on which dealings in deposits in U.S. dollars
are transacted, or with respect to any future date, are expected to be
transacted, in the London interbank market.

                  "LIBOR" for any Interest Determination Date will be the
offered rate for deposits in U.S. dollars having an index maturity of three
months for a period commencing on the second London business day immediately
following the Interest Determination Date ("three month deposits") in amounts of
not less than $1,000,000, as such rate appears on Telerate Page 3750 (as defined
below), or a successor reporter of such rates selected by the Calculation Agent
and acceptable to the Company, at approximately 11:00 a.m., London time, on the
Interest Determination Date (the "reported rate").

                  "Telerate Page 3750" means the display designated on page
"3750" on Dow Jones Markets Limited (or such other page as may replace the 3750
page on that service or such other service or services as may be nominated by
the British Bankers' Association for the purpose of displaying London interbank
offered rates for U.S. dollar deposits).

                                    A-4

<PAGE>

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

                  Promptly upon a determination that the Interest Rate is equal
to other than the sum of LIBOR plus 0.875%, the Calculation Agent shall notify
the Trustee of the Interest Rate for the applicable Interest Period. Upon the
request of a Holder of a Security, the Calculation Agent shall provide to such
Holder the Interest Rate in effect on the date of such request and, if
determined, the Interest Rate for the next Interest Period.

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

                  (a) In the event Moody's Investors Service, Inc. ("Moody's),
on the one hand, or Standard & Poor's Rating Service ("S&P") or Fitch IBCA
("Fitch"), on the other hand, have assigned to the Company's long-term unsecured
debt a rating (a "Rating") listed under their respective names in the table
immediately below as of an Interest Determination Date, the Calculation Agent
shall use the Adjustment Amount opposite such Rating (an "Adjustment Amount") to
determine the calculation of the Total Adjustment Amount. The "Total Adjustment
Amount" shall be the sum of (i) the applicable Moody Adjustment Amount (as
defined in the table below), if any, PLUS (ii) the higher of (A) the applicable
S&P Adjustment Amount (as defined in the table below), if any, and (B) the
applicable Fitch Adjustment Amount (as defined in the table below), if any.
Adjustment Amounts, if any, shall be determined by the Calculation Agent based
on the table immediately below and the respective Ratings of Moody's, S&P and
Fitch as of the Interest Determination Date. Neither this paragraph nor the
table below shall apply to the first Interest Period.

                            INTEREST RATE ADJUSTMENTS

<TABLE>
<CAPTION>

                           MOODY'S RATING        "MOODY ADJUSTMENT AMOUNT"
                           <S>                   <C>
                           Baa3                           0.000%
                           Ba1                            0.500%
                           Ba2                            1.000%
                           Ba3 or lower                   1.500%


                           S&P RATING            "S&P ADJUSTMENT AMOUNT"
                           BBB-                           0.300%
                           BB+                            0.800%
                           BB                             1.300%
                           BB- or lower                   1.800%
</TABLE>

                                    A-5

<PAGE>

<TABLE>
<CAPTION>
                           FITCH RATING          "FITCH ADJUSTMENT AMOUNT"
                           <S>                   <C>
                           BBB-                           0.300%
                           BB+                            0.800%
                           BB                             1.300%
                           BB- or lower                   1.800%
</TABLE>

                  (b) If the following circumstances exist on any Interest
Determination Date, the Calculation Agent shall determine the Interest Rate for
the Security as follows:


                  (i)  In the event the reported rate cannot be determined as of
                  approximately 11:00 a.m. London time on an Interest
                  Determination Date, the Calculation Agent shall request the
                  principal London offices of each of four major banks in the
                  London interbank market selected by the Calculation Agent
                  (after consultation with the Company) to provide a quotation
                  of the rate (a "rate quotation") at which three month deposits
                  in amounts of not less than $1,000,000 are offered by it to
                  prime banks in the London interbank market, as of
                  approximately 11:00 a.m. London time on such Interest
                  Determination Date, that is representative of single
                  transactions at such time ("representative amounts"). If at
                  least two rate quotations are provided, the Interest Rate will
                  be the arithmetic mean of the rate quotations obtained by the
                  Calculation agent, plus the applicable Spread.

                  (ii)  In the event the reported rate cannot be determined and
                  there are fewer than two rate quotations, the Interest Rate
                  will be the arithmetic mean of the rates quoted at
                  approximately 11:00 a.m. New York City time on such Interest
                  Determination Date, by three major banks in New York City,
                  selected by the Calculation Agent (after consultation with the
                  Company), for loans in representative amounts in U.S. dollars
                  to leading European banks, having an index maturity of three
                  months for a period commencing on the second London business
                  day immediately following such Interest Determination Date,
                  plus the applicable Spread; PROVIDED, HOWEVER, that if fewer
                  than three banks selected by the Calculation Agent are quoting
                  such rates, the Interest Rate for the applicable period will
                  be the same as the Interest Rate in effect for the immediately
                  preceding Interest Period.

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

                  3.    REDEMPTION. This Security may be redeemed at the option
of the Company on any Interest Payment Date beginning May 15, 2001, in whole or
in part, at 100% of the principal amount then outstanding, plus accrued and
unpaid interest on such Interest Payment Date. Any redemption hereunder shall be
made following prior notice given to the relevant Holder(s) not more than 60 nor
less than 30 days prior to such redemption date. In the event of redemption of
this Security in part only, a new Security for the unredeemed portion hereof
shall be issued in the name of the relevant Holder(s) hereof upon surrender
hereof.

                                    A-6

<PAGE>

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

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

                  6.    AMENDMENT, SUPPLEMENT AND WAIVER. The Indenture permits,
with certain exceptions as therein provided, the amendment thereof and the
modification of the rights and obligations of the Company and the rights of the
Holders of the Securities of each series to be affected under the Indenture at
any time by the Company and the Trustee with the consent of the Holders of not
less than 66 2/3% in principal amount of the Securities at the time Outstanding
of all series to be affected (voting as a class). The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange hereof or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.

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

                  8.    EXCHANGE OF SECURITY. This Security shall be
exchangeable for Securities registered in the names of Persons other than the
Depositary with respect to such series or its nominee only as provided in this
paragraph. This Security shall be so exchangeable if (x) the Depositary notifies
the Company that it is unwilling or unable to continue as Depositary for such
series or at any time ceases to be a clearing agency registered as such under
the Securities Exchange Act of 1934, (y) the Company executes and delivers to
the Trustee an Officers' Certificate providing that this Security shall be so
exchangeable or (z) there shall have occurred and be continuing an Event of
Default with respect to the Securities of such series. Securities so issued in
exchange for this Security shall be of the same series, having the same interest
rate, if any, and maturity and having the same terms as this Security, in
authorized denominations and in the aggregate having the same principal amount
as this Security and registered in such names as the Depositary for such Global
Security shall direct.

                  9.    TRANSFERS OF SECURITY. As provided in the Indenture and
subject to certain limitations therein set forth, the transfer of a Security of
the series of which this Security is a part is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of and premium,
if any, and interest, if any, on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or

                                    A-7

<PAGE>

more new Securities of this series, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.

                  10.   DENOMINATIONS OF SECURITY. The Securities of the series
of which this Security is a part are issuable only in registered form without
coupons in denominations of $1,000 and in integral multiples thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.

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

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

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

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

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

                                    A-8