Common use of General Terms and Conditions of the Series A Debentures Clause in Contracts

General Terms and Conditions of the Series A Debentures. SECTION 2.01. There shall be and is hereby authorized a series of Debentures designated the "_____% Junior Subordinated Deferrable Interest Debentures, Series A," limited in aggregate principal amount to $___________, which amount shall be as set forth in any written order of the Company for the authentication and delivery of Series A Debentures. The Series A Debentures shall mature and the principal shall be due and payable, together with all accrued and unpaid interest thereon, on ________ 2037, provided that the Company may shorten such maturity date at any time and from time to time at the election of the Company for one or more periods, but in no event shall such maturity date be earlier than ________, 2002, and further provided that if the Company exercises its right to liquidate the Trust and distribute the Debentures to holders of the Preferred Securities pursuant to Section 904 of the Trust Agreement, the maturity date of such Debentures may be shortened to any date selected by the Company that is (i) no earlier than the date five years after the initial issuance of the Preferred Securities and (ii) no later than ________, 2037. The Series A Debentures shall be issued in the form of registered Series A Debentures without coupons. SECTION 2.02. The Series A Debentures shall be issued in certificated form and registered in the name of the Property Trustee or its nominee, subject to the exchange of such certificated Series A Debentures for a Global Debenture as provided in the Trust Agreement. Series A Debentures represented by a Global Debenture will not be exchangeable for, and will not otherwise be issuable as, Series A Debentures in certificated form, except as provided in this First Supplemental Indenture. Principal and interest on the Series A Debentures will be payable, the transfer of such Series A Debentures will be registrable and such Series A Debentures will be exchangeable for Series A Debentures bearing identical terms and provisions at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered holder at such address as shall appear in the Debenture Register or, with respect to a registered holder of $1,000,000 or more in aggregate principal amount of Series A Debentures who has delivered a written request to the Trustee at least 14 days prior to the relevant Interest Payment Date (as defined in Section 2.03 below) electing to have payments made by wire transfer to a designated account in the United States, by wire transfer of immediately available funds to such designated account. The Company and the Trustee will act as co-paying agents for the Series A Debentures. Payments of principal of and interest on the Series A Debentures issued as a Global Debenture will be made to the Depositary. The Depository Trust Company (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇) will initially act as the Depositary for the Global Debenture. A Global Debenture shall be exchangeable for Series A Debentures registered in the names of persons other than the Depositary or its nominee only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a depositary for such Global Debenture and no successor depositary shall have been appointed, or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as such depositary, (ii) the Company in its sole discretion determines that such Global Debenture shall be so exchangeable or (iii) the Global Debenture was issued pursuant to Section 904 of the Trust Agreement and there shall have occurred and be continuing an Event of Default with respect to such Global Debenture and the holders of at least a majority of the beneficial interests in such Global Debenture advise the Trustee in writing that the continuation of a book-entry system through the Depositary is no longer in their best interest, then the Trustee shall notify the Depositary and the Depositary shall notify all holders of beneficial interests in the Global Debenture of the occurrence of such event and the availability of Series A Debentures to such holders. Any Global Debenture that is exchangeable pursuant to the preceding sentence shall be exchangeable for definitive certificates registered in such names as the Depositary shall direct. SECTION 2.03. Each Series A Debenture will bear interest at the rate of _____% per annum from and including the original date of issuance or from the most recent Interest Payment Date referred to below to which interest has been paid or duly provided for until the principal thereof becomes due and payable, and on any overdue principal and (to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the same rate per annum, payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year (each, an "Interest Payment Date"), commencing on _______, 1997, to the person in whose name such Series A Debenture or any predecessor Series A Debenture is registered at the close of business on the Business Day next preceding that Interest Payment Date (each, a "Record Date"); provided, however, that if the Series A Debentures shall not be in the form of a Global Debenture, the record date shall be the 15th day of the month in which the relevant Interest Payment Date occurs. Any such interest installment not punctually paid or duly provided for on any Interest Payment Date shall forthwith cease to be payable to the registered holder on the relevant Record Date, and may be paid to the person in whose name the Series A Debenture (or one or more predecessor Debentures) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered holders of the Series A Debentures 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 Series A Debentures may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture; provided, however, that interest (other than interest described in the next sentence) shall not be considered payable by the Company on any Interest Payment Date falling within an Extension Period, unless the Company has elected to make a full or partial payment of interest accrued on the Series A Debentures on that Interest Payment Date. Any partial payment of interest accrued on the Series A Debentures on any Interest Payment Date falling within an Extension Period shall be paid pro rata to such registered holders based upon the principal amount of Series A Debentures then held by such registered holders. The amount of interest payable for any period will be computed on the basis of a 360-day year of twelve 30-day months and, for any period shorter than a full calendar month, on the basis of the actual number of days elapsed in such period. In the event that any date on which interest is payable on the Series A Debentures is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on the date such payment was originally payable.

General Terms and Conditions of the Series A Debentures. SECTION 2.01. There shall be and is hereby authorized a series of Debentures designated the "_____% Junior Subordinated Deferrable Interest Debentures, Series A," limited in aggregate principal amount to $___________, which amount shall be as set forth in any written order of the Company for the authentication and delivery of Series A Debentures. The Series A Debentures shall mature and the principal shall be due and payable, together with all accrued and unpaid interest thereon, on ________ 2037, provided that the Company may shorten such maturity date at any time and from time to time at the election of the Company for one or more periodsCompany, but in no event shall such maturity date be earlier than ________, 2002, and further provided that if the Company exercises its right to liquidate the Trust and distribute the Debentures to holders of the Preferred Securities pursuant to Section 904 of the Trust Agreement, the maturity date of such Debentures may be shortened to any date selected by the Company that is (i) no earlier than the date five years after the initial issuance of the Preferred Securities and (ii) no later than ________, 2037. The Series A Debentures shall be issued in the form of registered Series A Debentures without coupons. SECTION 2.02. The Series A Debentures shall be issued in certificated form and registered in the name of the Property Trustee or its nominee, subject to the exchange of such certificated Series A Debentures for a Global Debenture as provided in the Trust Agreement. Series A Debentures represented by a Global Debenture will not be exchangeable for, and will not otherwise be issuable as, Series A Debentures in certificated form, except as provided in this First Supplemental Indenture. Principal and interest on the Series A Debentures will be payable, the transfer of such Series A Debentures will be registrable and such Series A Debentures will be exchangeable for Series A Debentures bearing identical terms and provisions at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered holder at such address as shall appear in the Debenture Register or, with respect to a registered holder of $1,000,000 or more in aggregate principal amount of Series A Debentures who has delivered a written request to the Trustee at least 14 days prior to the relevant Interest Payment Date (as defined in Section 2.03 below) electing to have payments made by wire transfer to a designated account in the United States, by wire transfer of immediately available funds to such designated account. The Company and the Trustee will act as co-paying agents for the Series A Debentures. Payments of principal of and interest on the Series A Debentures issued as a Global Debenture will be made to the Depositary. The Depository Trust Company (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇) will initially act as the Depositary for the Global Debenture. A Global Debenture shall be exchangeable for Series A Debentures registered in the names of persons other than the Depositary or its nominee only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a depositary for such Global Debenture and no successor depositary shall have been appointed, or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as such depositary, (ii) the Company in its sole discretion determines that such Global Debenture shall be so exchangeable or (iii) the Global Debenture was issued pursuant to Section 904 of the Trust Agreement and there shall have occurred and be continuing an Event of Default with respect to such Global Debenture and the holders of at least a majority of the beneficial interests in such Global Debenture advise the Trustee in writing that the continuation of a book-entry system through the Depositary is no longer in their best interest, then the Trustee shall notify the Depositary and the Depositary shall notify all holders of beneficial interests in the Global Debenture of the occurrence of such event and the availability of Series A Debentures to such holders. Any Global Debenture that is exchangeable pursuant to the preceding sentence shall be exchangeable for definitive certificates registered in such names as the Depositary shall direct. SECTION 2.03. Each Series A Debenture will bear interest at the rate of _____% per annum from and including the original date of issuance or from the most recent Interest Payment Date referred to below to which interest has been paid or duly provided for until the principal thereof becomes due and payable, and on any overdue principal and (to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the same rate per annum, payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year (each, an "Interest Payment Date"), commencing on _______, 1997, to the person in whose name such Series A Debenture or any predecessor Series A Debenture is registered at the close of business on the Business Day next preceding that Interest Payment Date (each, a "Record Date"); provided, however, that if the Series A Debentures shall not be in the form of a Global Debenture, the record date shall be the 15th day of the month in which the relevant Interest Payment Date occurs. Any such interest installment not punctually paid or duly provided for on any Interest Payment Date shall forthwith cease to be payable to the registered holder on the relevant Record Date, and may be paid to the person in whose name the Series A Debenture (or one or more predecessor Debentures) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered holders of the Series A Debentures 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 Series A Debentures may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture; provided, however, that interest (other than interest described in the next sentence) shall not be considered payable by the Company on any Interest Payment Date falling within an Extension Period, unless the Company has elected to make a full or partial payment of interest accrued on the Series A Debentures on that Interest Payment Date. Any partial payment of interest accrued on the Series A Debentures on any Interest Payment Date falling within an Extension Period shall be paid pro rata to such registered holders based upon the principal amount of Series A Debentures then held by such registered holders. The amount of interest payable for any period will be computed on the basis of a 360-day year of twelve 30-day months and, for any period shorter than a full calendar month, on the basis of the actual number of days elapsed in such period. In the event that any date on which interest is payable on the Series A Debentures is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on the date such payment was originally payable.

General Terms and Conditions of the Series A Debentures. SECTION 2.011.01. There shall be and is hereby authorized a series of Debentures designated the "_____% Junior Subordinated Deferrable Interest Debentures, Series A,, Due ____" limited in aggregate principal amount to $___________, which amount shall be as set forth in any written order of the Company for the authentication and delivery of Series A Debentures. The Series A Debentures shall mature and the principal shall be due and payable, together with all accrued and unpaid interest thereon, on ________ 2037, provided that the Company may shorten such maturity date at any time and from time to time at the election of the Company for one or more periods, but in no event shall such maturity date be earlier than ________, 2002, and further provided that if the Company exercises its right to liquidate the Trust and distribute the Debentures to holders of the Preferred Securities pursuant to Section 904 of the Trust Agreement, the maturity date of such Debentures may be shortened to any date selected by the Company that is (i) no earlier than the date five years after the initial issuance of the Preferred Securities and (ii) no later than ________, 2037. The Series A Debentures shall be issued in the form of registered Series A Debentures without coupons. SECTION 2.02. The Series A Debentures shall be issued in certificated form and registered in the name of the Property Trustee or its nominee, subject to the exchange of such certificated Series A Debentures for a Global Debenture as provided in the Trust Agreement. Series A Debentures represented by a Global Debenture will not be exchangeable for, and will not otherwise be issuable as, Series A Debentures in certificated form, except as provided in this First Supplemental Indenture1.02. Principal and interest on the Series A Debentures will be payable, the transfer of such Series A Debentures will be registrable and such Series A Debentures will be exchangeable for Series A Debentures bearing identical terms and provisions at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered holder at such address as shall appear in the Debenture Register or, with respect to a registered holder of $1,000,000 or more in aggregate principal amount of Series A Debentures who has delivered a written request to the Trustee at least 14 days prior to the relevant Interest Payment Date (as defined in Section 2.03 below) electing to have payments made by wire transfer to a designated an account maintained by the registered holder as specified in the United States, by wire transfer of immediately available funds to such designated account. The Company and the Trustee will act as co-paying agents for the Series A Debentures. Payments of principal of and interest on the Series A Debentures issued as a Global Debenture will be made to the Depositary. The Depository Trust Company (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇) will initially act as the Depositary for the Global Debenture. A Global Debenture shall be exchangeable for Series A Debentures registered in the names of persons other than the Depositary or its nominee only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a depositary for such Global Debenture and no successor depositary shall have been appointed, or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as such depositary, (ii) the Company in its sole discretion determines that such Global Debenture shall be so exchangeable or (iii) the Global Debenture was issued pursuant to Section 904 of the Trust Agreement and there shall have occurred and be continuing an Event of Default with respect to such Global Debenture and the holders of at least a majority of the beneficial interests in such Global Debenture advise the Trustee in writing that the continuation of a book-entry system through the Depositary is no longer in their best interest, then the Trustee shall notify the Depositary and the Depositary shall notify all holders of beneficial interests in the Global Debenture of the occurrence of such event and the availability of Series A Debentures to such holders. Any Global Debenture that is exchangeable pursuant to the preceding sentence shall be exchangeable for definitive certificates registered in such names as the Depositary shall directRegister. SECTION 2.031.03. Each Series A Debenture will bear interest at the rate of _____% per annum from and including the original date of issuance or from the most recent Interest Payment Date referred to below to which interest has been paid or duly provided for until the principal thereof becomes due and payable, and on any overdue principal and (to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the same rate per annum, payable quarterly in arrears on March 31___________, June 30__________, September 30 _________ and December 31 ___________ of each year (each, an "Interest Payment Date"), commencing on _______, 1997________, to the person in whose name such Series A Debenture or any predecessor Series A Debenture is registered at the close of business on the Business Day next __________, _________, ________ or __________, respectively, preceding that Interest Payment Date (each, a "Record Date"); provided, however, that if the Series A Debentures shall not be in the form of a Global Debenture, the record date shall be the 15th day of the month in which the relevant Interest Payment Date occurs. Any such interest installment not punctually paid or duly provided for on any Interest Payment Date shall forthwith cease to be payable to the registered holder on the relevant Record Date, and may be paid to the person in whose name the Series A Debenture (or one or more predecessor Debentures) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered holders of the Series A Debentures 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 Series A Debentures may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture; provided, however, that interest (other than interest described in the next sentence) shall not be considered payable by the Company on any Interest Payment Date falling within an Extension PeriodPeriod (as defined in Section 3.01 below), unless the Company has elected to make a full or partial payment of interest accrued on the Series A Debentures on that Interest Payment Date. Any partial payment of interest accrued on the Series A Debentures on any Interest Payment Date falling within an Extension Period shall be paid pro rata to such registered holders based upon the principal amount of Series A Debentures then held by such registered holders. The amount of interest payable for any period will be computed on the basis of a 360-day year of twelve 30-day months and, for any period shorter than a full calendar month, on the basis of the actual number of days elapsed in such period. In the event that any date on which interest is payable on the Series A Debentures is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day that which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on the date such payment was originally payabledate.

General Terms and Conditions of the Series A Debentures. SECTION 2.01. There shall be and is hereby authorized a series of Debentures designated the "_____8.00% Junior Subordinated Deferrable Interest Debentures, Series A," limited in aggregate principal amount to $___________154,639,200, which amount shall be as set forth in any written order of the Company for the authentication and delivery of Series A Debentures. The Series A Debentures shall mature and the principal shall be due and payable, together with all accrued and unpaid interest thereon, on ________ April 30, 2037, provided that the Company may shorten such maturity date at any time and from time to time at the election of the Company for one or more periodsCompany, but in no event shall such maturity date be earlier than ________April 30, 2002, and further provided that if the Company exercises its right to liquidate the Trust and distribute the Debentures to holders of the Preferred Securities pursuant to Section 904 of the Trust Agreement, the maturity date of such Debentures may be shortened to any date selected by the Company that is (i) no earlier than the date five years after the initial issuance of the Preferred Securities and (ii) no later than ________April 30, 2037. The Series A Debentures shall be issued in the form of registered Series A Debentures without coupons. SECTION 2.02. The Series A Debentures shall be issued in certificated form and registered in the name of the Property Trustee or its nominee, subject to the exchange of such certificated Series A Debentures for a Global Debenture as provided in the Trust Agreement. Series A Debentures represented by a Global Debenture will not be exchangeable for, and will not otherwise be issuable as, Series A Debentures in certificated form, except as provided in this First Supplemental Indenture. Principal and interest on the Series A Debentures will be payable, the transfer of such Series A Debentures will be registrable and such Series A Debentures will be exchangeable for Series A Debentures bearing identical terms and provisions at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered holder at such address as shall appear in the Debenture Register or, with respect to a registered holder of $1,000,000 or more in aggregate principal amount of Series A Debentures who has delivered a written request to the Trustee at least 14 days prior to the relevant Interest Payment Date (as defined in Section 2.03 below) electing to have payments made by wire transfer to a designated account in the United States, by wire transfer of immediately available funds to such designated account. The Company and the Trustee will act as co-paying agents for the Series A Debentures. Payments of principal of and interest on the Series A Debentures issued as a Global Debenture will be made to the Depositary. The Depository Trust Company (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇) will initially act as the Depositary for the Global Debenture. A Global Debenture shall be exchangeable for Series A Debentures registered in the names of persons other than the Depositary or its nominee only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a depositary for such Global Debenture and no successor depositary shall have been appointed, or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as such depositary, (ii) the Company in its sole discretion determines that such Global Debenture shall be so exchangeable or (iii) the Global Debenture was issued pursuant to Section 904 of the Trust Agreement and there shall have occurred and be continuing an Event of Default with respect to such Global Debenture and the holders of at least a majority of the beneficial interests in such Global Debenture advise the Trustee in writing that the continuation of a book-entry system through the Depositary is no longer in their best interest, then the Trustee shall notify the Depositary and the Depositary shall notify all holders of beneficial interests in the Global Debenture of the occurrence of such event and the availability of Series A Debentures to such holders. Any Global Debenture that is exchangeable pursuant to the preceding sentence shall be exchangeable for definitive certificates registered in such names as the Depositary shall direct. SECTION 2.03. Each Series A Debenture will bear interest at the rate of _____8.00% per annum from and including the original date of issuance or from the most recent Interest Payment Date referred to below to which interest has been paid or duly provided for until the principal thereof becomes due and payable, and on any overdue principal and (to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the same rate per annum, payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year (each, an "Interest Payment Date"), commencing on _______June 30, 1997, to the person in whose name such Series A Debenture or any predecessor Series A Debenture is registered at the close of business on the Business Day next preceding that Interest Payment Date (each, a "Record Date"); provided, however, that if the Series A Debentures shall not be in the form of a Global Debenture, the record date shall be the 15th day of the month in which the relevant Interest Payment Date occurs. Any such interest installment not punctually paid or duly provided for on any Interest Payment Date shall forthwith cease to be payable to the registered holder on the relevant Record Date, and may be paid to the person in whose name the Series A Debenture (or one or more predecessor Debentures) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered holders of the Series A Debentures 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 Series A Debentures may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture; provided, however, that interest (other than interest described in the next sentence) shall not be considered payable by the Company on any Interest Payment Date falling within an Extension Period, unless the Company has elected to make a full or partial payment of interest accrued on the Series A Debentures on that Interest Payment Date. Any partial payment of interest accrued on the Series A Debentures on any Interest Payment Date falling within an Extension Period shall be paid pro rata to such registered holders based upon the principal amount of Series A Debentures then held by such registered holders. The amount of interest payable for any period will be computed on the basis of a 360-day year of twelve 30-day months and, for any period shorter than a full calendar month, on the basis of the actual number of days elapsed in such period. In the event that any date on which interest is payable on the Series A Debentures is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on the date such payment was originally payable.

General Terms and Conditions of the Series A Debentures. SECTION 2.01. There shall be and is hereby authorized a series of Debentures designated the "_____7.875% Junior Subordinated Deferrable Interest Debentures, Series A," limited in aggregate principal amount to $___________113,402,075, which amount shall be as set forth in any written order of the Company for the authentication and delivery of Series A Debentures. The Series A Debentures shall mature and the principal shall be due and payable, together with all accrued and unpaid interest thereon, on ________ April 30, 2037, provided that the Company may shorten such maturity date at any time and from time to time at the election of the Company for one or more periodsCompany, but in no event shall such maturity date be earlier than ________April 30, 2002, and further provided that if the Company exercises its right to liquidate the Trust and distribute the Debentures to holders of the Preferred Securities pursuant to Section 904 of the Trust Agreement, the maturity date of such Debentures may be shortened to any date selected by the Company that is (i) no earlier than the date five years after the initial issuance of the Preferred Securities and (ii) no later than ________April 30, 2037. The Series A Debentures shall be issued in the form of registered Series A Debentures without coupons. SECTION 2.02. The Series A Debentures shall be issued in certificated form and registered in the name of the Property Trustee or its nominee, subject to the exchange of such certificated Series A Debentures for a Global Debenture as provided in the Trust Agreement. Series A Debentures represented by a Global Debenture will not be exchangeable for, and will not otherwise be issuable as, Series A Debentures in certificated form, except as provided in this First Supplemental Indenture. Principal and interest on the Series A Debentures will be payable, the transfer of such Series A Debentures will be registrable and such Series A Debentures will be exchangeable for Series A Debentures bearing identical terms and provisions at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered holder at such address as shall appear in the Debenture Register or, with respect to a registered holder of $1,000,000 or more in aggregate principal amount of Series A Debentures who has delivered a written request to the Trustee at least 14 days prior to the relevant Interest Payment Date (as defined in Section 2.03 below) electing to have payments made by wire transfer to a designated account in the United States, by wire transfer of immediately available funds to such designated account. The Company and the Trustee will act as co-paying agents for the Series A Debentures. Payments of principal of and interest on the Series A Debentures issued as a Global Debenture will be made to the Depositary. The Depository Trust Company (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇) will initially act as the Depositary for the Global Debenture. A Global Debenture shall be exchangeable for Series A Debentures registered in the names of persons other than the Depositary or its nominee only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a depositary for such Global Debenture and no successor depositary shall have been appointed, or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as such depositary, (ii) the Company in its sole discretion determines that such Global Debenture shall be so exchangeable or (iii) the Global Debenture was issued pursuant to Section 904 of the Trust Agreement and there shall have occurred and be continuing an Event of Default with respect to such Global Debenture and the holders of at least a majority of the beneficial interests in such Global Debenture advise the Trustee in writing that the continuation of a book-entry system through the Depositary is no longer in their best interest, then the Trustee shall notify the Depositary and the Depositary shall notify all holders of beneficial interests in the Global Debenture of the occurrence of such event and the availability of Series A Debentures to such holders. Any Global Debenture that is exchangeable pursuant to the preceding sentence shall be exchangeable for definitive certificates registered in such names as the Depositary shall direct. SECTION 2.03. Each Series A Debenture will bear interest at the rate of _____7.875% per annum from and including the original date of issuance or from the most recent Interest Payment Date referred to below to which interest has been paid or duly provided for until the principal thereof becomes due and payable, and on any overdue principal and (to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the same rate per annum, payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year (each, an "Interest Payment Date"), commencing on _______June 30, 1997, to the person in whose name such Series A Debenture or any predecessor Series A Debenture is registered at the close of business on the Business Day next preceding that Interest Payment Date (each, a "Record Date"); provided, however, that if the Series A Debentures shall not be in the form of a Global Debenture, the record date shall be the 15th day of the month in which the relevant Interest Payment Date occurs. Any such interest installment not punctually paid or duly provided for on any Interest Payment Date shall forthwith cease to be payable to the registered holder on the relevant Record Date, and may be paid to the person in whose name the Series A Debenture (or one or more predecessor Debentures) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered holders of the Series A Debentures 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 Series A Debentures may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture; provided, however, that interest (other than interest described in the next sentence) shall not be considered payable by the Company on any Interest Payment Date falling within an Extension Period, unless the Company has elected to make a full or partial payment of interest accrued on the Series A Debentures on that Interest Payment Date. Any partial payment of interest accrued on the Series A Debentures on any Interest Payment Date falling within an Extension Period shall be paid pro rata to such registered holders based upon the principal amount of Series A Debentures then held by such registered holders. The amount of interest payable for any period will be computed on the basis of a 360-day year of twelve 30-day months and, for any period shorter than a full calendar month, on the basis of the actual number of days elapsed in such period. In the event that any date on which interest is payable on the Series A Debentures is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on the date such payment was originally payable.

General Terms and Conditions of the Series A Debentures. SECTION 2.01. There shall be and is hereby authorized a series of Debentures designated the "_____8% Junior Subordinated Deferrable Interest Debentures, Series A," limited in aggregate principal amount to $___________77,320,000, which amount shall be as set forth in any written order of the Company for the authentication and delivery of Series A Debentures. The Series A Debentures shall mature and the principal shall be due and payable, together with all accrued and unpaid interest thereon, on ________ April 30, 2037, provided that the Company may shorten such maturity date at any time and from time to time at the election of the Company for one or more periodsCompany, but in no event shall such maturity date be earlier than ________April 30, 2002, and further provided that if the Company exercises its right to liquidate the Trust and distribute the Debentures to holders of the Preferred Securities pursuant to Section 904 of the Trust Agreement, the maturity date of such Debentures may be shortened to any date selected by the Company that is (i) no earlier than the date five years after the initial issuance of the Preferred Securities and (ii) no later than ________April 30, 2037. The Series A Debentures shall be issued in the form of registered Series A Debentures without coupons. SECTION 2.02. The Series A Debentures shall be issued in certificated form and registered in the name of the Property Trustee or its nominee, subject to the exchange of such certificated Series A Debentures for a Global Debenture as provided in the Trust Agreement. Series A Debentures represented by a Global Debenture will not be exchangeable for, and will not otherwise be issuable as, Series A Debentures in certificated form, except as provided in this First Supplemental Indenture. Principal and interest on the Series A Debentures will be payable, the transfer of such Series A Debentures will be registrable and such Series A Debentures will be exchangeable for Series A Debentures bearing identical terms and provisions at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered holder at such address as shall appear in the Debenture Register or, with respect to a registered holder of $1,000,000 or more in aggregate principal amount of Series A Debentures who has delivered a written request to the Trustee at least 14 days prior to the relevant Interest Payment Date (as defined in Section 2.03 below) electing to have payments made by wire transfer to a designated account in the United States, by wire transfer of immediately available funds to such designated account. The Company and the Trustee will act as co-paying agents for the Series A Debentures. Payments of principal of and interest on the Series A Debentures issued as a Global Debenture will be made to the Depositary. The Depository Trust Company (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇) will initially act as the Depositary for the Global Debenture. A Global Debenture shall be exchangeable for Series A Debentures registered in the names of persons other than the Depositary or its nominee only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a depositary for such Global Debenture and no successor depositary shall have been appointed, or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as such depositary, (ii) the Company in its sole discretion determines that such Global Debenture shall be so exchangeable or (iii) the Global Debenture was issued pursuant to Section 904 of the Trust Agreement and there shall have occurred and be continuing an Event of Default with respect to such Global Debenture and the holders of at least a majority of the beneficial interests in such Global Debenture advise the Trustee in writing that the continuation of a book-entry system through the Depositary is no longer in their best interest, then the Trustee shall notify the Depositary and the Depositary shall notify all holders of beneficial interests in the Global Debenture of the occurrence of such event and the availability of Series A Debentures to such holders. Any Global Debenture that is exchangeable pursuant to the preceding sentence shall be exchangeable for definitive certificates registered in such names as the Depositary shall direct. SECTION 2.03. Each Series A Debenture will bear interest at the rate of _____8% per annum from and including the original date of issuance or from the most recent Interest Payment Date referred to below to which interest has been paid or duly provided for until the principal thereof becomes due and payable, and on any overdue principal and (to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the same rate per annum, payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year (each, an "Interest Payment Date"), commencing on _______June 30, 1997, to the person in whose name such Series A Debenture or any predecessor Series A Debenture is registered at the close of business on the Business Day next preceding that Interest Payment Date (each, a "Record Date"); provided, however, that if the Series A Debentures shall not be in the form of a Global Debenture, the record date shall be the 15th day of the month in which the relevant Interest Payment Date occurs. Any such interest installment not punctually paid or duly provided for on any Interest Payment Date shall forthwith cease to be payable to the registered holder on the relevant Record Date, and may be paid to the person in whose name the Series A Debenture (or one or more predecessor Debentures) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered holders of the Series A Debentures 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 Series A Debentures may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture; provided, however, that interest (other than interest described in the next sentence) shall not be considered payable by the Company on any Interest Payment Date falling within an Extension Period, unless the Company has elected to make a full or partial payment of interest accrued on the Series A Debentures on that Interest Payment Date. Any partial payment of interest accrued on the Series A Debentures on any Interest Payment Date falling within an Extension Period shall be paid pro rata to such registered holders based upon the principal amount of Series A Debentures then held by such registered holders. The amount of interest payable for any period will be computed on the basis of a 360-day year of twelve 30-day months and, for any period shorter than a full calendar month, on the basis of the actual number of days elapsed in such period. In the event that any date on which interest is payable on the Series A Debentures is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on the date such payment was originally payable.

General Terms and Conditions of the Series A Debentures. SECTION 2.011.01. There shall be and is hereby authorized a series of Debentures designated the "_____8 7/8% Junior Subordinated Deferrable Interest Debentures, Series A," limited , Due 2025", unlimited in aggregate principal amount to $___________, which amount shall be as set forth in any written order of the Company for the authentication and delivery of amount. The Series A DebenturesDebentures will initially be issued in the aggregate principal amount of $100,000,000. The Series A Debentures shall mature and the principal shall be due and payable, payable together with all accrued and unpaid interest thereon, including Additional Interest (as hereinafter defined) on ________ 2037June 12, provided that the Company may shorten such maturity date at any time and from time to time at the election of the Company for one or more periods, but in no event shall such maturity date be earlier than ________, 20022025, and further provided that if the Company exercises its right to liquidate the Trust and distribute the Debentures to holders of the Preferred Securities pursuant to Section 904 of the Trust Agreement, the maturity date of such Debentures may be shortened to any date selected by the Company that is (i) no earlier than the date five years after the initial issuance of the Preferred Securities and (ii) no later than ________, 2037. The Series A Debentures shall be issued in the form of registered Series A Debentures without coupons. SECTION 2.021.02. The Except as provided in Section 1.03 herein, the Series A Debentures shall be issued in certificated form and registered in the name of the Property Trustee or its nominee, subject to the exchange of such certificated Series A Debentures for a Global Debenture as provided in the Trust Agreement. Series A Debentures represented by a Global Debenture will not be exchangeable for, and will not otherwise be issuable as, Series A Debentures in certificated form, except as provided in this First Supplemental Indenture. Principal and interest on the Series A Debentures issued in certificated form will be payable, the transfer of such Series A Debentures will be registrable and such Series A Debentures will be exchangeable for the Series A Debentures bearing identical terms and provisions at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City and State of New York; provided, however, that payment of interest may be made at the option of the Company by check mailed first class, postage prepaid to the registered holder Holder at such address as shall appear in the Debenture Register orRegister. Notwithstanding the foregoing, with respect to a registered holder so long as the Holder of $1,000,000 or more in aggregate principal amount of the Series A Debentures who has delivered a written request to is UtiliCorp Capital, the Trustee at least 14 days prior to payment of the relevant Interest Payment Date (as defined in Section 2.03 below) electing to have payments made by wire transfer to a designated account in the United States, by wire transfer of immediately available funds to such designated account. The Company and the Trustee will act as co-paying agents for the Series A Debentures. Payments of principal of and interest on (including Additional Interest, if any) the Series A Debentures will be made at such place and to such account as may be designated by UtiliCorp Capital. SECTION 1.03. In connection with a Dissolution Event, the Series A Debentures in certificated form may be presented to the Trustee by UtiliCorp Capital in exchange for a Global Debenture in an aggregate principal amount equal to all Outstanding Series A Debentures, to be registered in the name of the Depository, or its nominee, and delivered by the Trustee to the Depository for crediting to the accounts of its participants pursuant to the instructions of UtiliCorp Capital. The Company upon any such presentation shall execute a Global Debenture in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery as hereinabove and in the Indenture provided. Payments on the Series A Debentures issued as a Global Debenture will be made to the DepositaryDepository. The Depository Trust Company (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇) will initially act as the Depositary for the Global Debenture. A Global Debenture shall be exchangeable for Series A Debentures registered in the names of persons other than the Depositary or its nominee only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a depositary for such Global Debenture and no successor depositary shall have been appointed, or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as such depositary, (ii) the Company in its sole discretion determines that such Global Debenture shall be so exchangeable or (iii) the Global Debenture was issued pursuant to Section 904 of the The Depository Trust Agreement and there shall have occurred and be continuing an Event of Default with respect to such Global Debenture and the holders of at least a majority of the beneficial interests in such Global Debenture advise the Trustee in writing that the continuation of a book-entry system through the Depositary is no longer in their best interestCompany, then the Trustee shall notify the Depositary and the Depositary shall notify all holders of beneficial interests in the Global Debenture of the occurrence of such event and the availability of Series A Debentures to such holders. Any Global Debenture that is exchangeable pursuant to the preceding sentence shall be exchangeable for definitive certificates registered in such names as the Depositary shall directNew York, New York. SECTION 2.031.04. Each Series A Debenture will bear interest at the rate of _____8 7/8% per annum from and including the original date of issuance or from the most recent Interest Payment Date referred to below to which interest has been paid or duly provided for until the principal thereof becomes due and payable, and on any overdue principal and (to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the same rate per annum, payable quarterly monthly in arrears on March 31, June 30, September 30 and December 31 the last day of each calendar month of each year (each, an "Interest Payment Date"), commencing on _______June 30, 19971995), to the person in whose name such Series A Debenture or any predecessor Series A Debenture is registered in the Debenture Register, at the close of business on the Regular Record Date for such interest installment, which shall be the close of business on the Business Day next preceding that Interest Payment Date (each, a "Record Date"); provided, however, that if . If pursuant to the provisions of Section 305 of the Indenture the Series A Junior Subordinated Debentures shall not be in the form of are no longer represented by a Global Debenture, the record date Company may select a Regular Record Date for such interest installment which shall be the 15th day of the month in which the relevant any date not later than fifteen days preceding an Interest Payment Date occursDate. Any such interest installment not punctually paid or duly provided for on any Interest Payment Date shall forthwith cease to be payable to the registered holder Holders on the relevant such Regular Record Date, and may be paid to the person in whose name the Series A Debenture (or one or more predecessor Predecessor Debentures) is registered at the close of business on a special record date Special Record Date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered holders Holders of the Series A Debentures not less than 10 days prior to such special record dateSpecial 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 Series A Debentures may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture; provided, however, that interest (other than interest described in the next sentence) shall not be considered payable by the Company on any Interest Payment Date falling within an Extension Period, unless the Company has elected to make a full or partial payment of interest accrued on the Series A Debentures on that Interest Payment Date. Any partial payment of interest accrued on the Series A Debentures on any Interest Payment Date falling within an Extension Period shall be paid pro rata to such registered holders based upon the principal amount of Series A Debentures then held by such registered holdersIndenture hereinafter referred to. The amount of interest payable for any period will be computed on the basis of a 360-day year of twelve 30-day months and, for any period shorter than a full calendar month, on the basis of the actual number of days elapsed in such periodmonths. In the event that any date on which interest is payable on the Series A Debentures is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day that which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. If at any time when UtiliCorp Capital is the date holder of the Series A Debentures, UtiliCorp Capital shall be required to pay any interest on dividends in arrears in respect of the Series A Preferred Securities pursuant to the terms thereof, then the Company will pay as interest (the "Additional Interest") an amount equal to such payment was originally payableinterest on dividends in arrears. In addition, if UtiliCorp Capital would be required to pay any taxes, duties, assessments or governmental charges of whatever nature (other than withholding taxes) imposed by the United States, or any other taxing authority, then, in any such case, the Company shall also pay as Additional Interest such amounts as shall be required so that the net amount received and retained by UtiliCorp Capital after paying any such taxes, duties, assessments or governmental charges will not be less than the amounts UtiliCorp Capital would have received had no such taxes, duties, assessments or governmental charges been imposed.