S-3

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As filed with the Securities and Exchange Commission on May 15, 2002

Registration No. 333-                

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

AQUILA, INC.
(Exact name of registrant as specified in its charter)
(formerly known as UtiliCorp United Inc.)

DELAWARE (State or other jurisdiction of incorporation or organization)	44-0541877 (I.R.S. Employer Identification No.)
20 West Ninth Street Kansas City, Missouri 64105-1711 (816) 421-6600 (Address and telephone number of registrant's principal executive offices)
LESLIE J. PARRETTE, JR., ESQ. SENIOR VICE PRESIDENT, GENERAL COUNSEL AND CORPORATE SECRETARY AQUILA, INC. 20 WEST NINTH STREET KANSAS CITY, MISSOURI 64105 (816) 421-6600 (Name, address, including zip code, and telephone number, including area code, of agent for service)

WITH COPIES TO:

JEFFREY T. HAUGHEY, ESQ.
BLACKWELL SANDERS PEPER MARTIN LLP
2300 MAIN STREET, SUITE 1100
KANSAS CITY, MISSOURI 64108
(816) 983-8000 ROBERT W. MULLEN, JR., ESQ.
MILBANK, TWEED, HADLEY & MCCLOY LLP
1 CHASE MANHATTAN PLAZA
NEW YORK, NEW YORK 10005
(212) 530-5000

          Approximate date of commencement of proposed sale to the public: From time to time after the registration statement becomes effective.

          If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.    o

          If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest investment plans, check the following box.    ý

          If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of earlier effective registration statement for the same offering.    o

          If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.    o

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered(1)	Amount to be registered(2)	Proposed maximum offering price per security(3)	Proposed maximum aggregate offering price(4)	Amount of registration fee
Senior Notes, Common Stock,(5)(6) Stock Purchase Contracts and Stock Purchase Units
Total	$1,000,000,000	100%	$1,000,000,000	$92,000

(1)

Any securities registered hereunder may be sold separately or as units with other securities registered hereunder and may include hybrid securities including a combination of features of certain of the securities listed above.

(2)

Includes (a) such indeterminate principal amount of senior notes, shares of common stock, stock purchase contracts and stock purchase units and (b) such indeterminate principal amount of senior notes, or indeterminate number of shares of common stock as may be issued upon conversion of, or in exchange for, or upon exercise of, convertible or exchangeable senior notes, stock purchase contracts and stock purchase units. Also includes such additional principal amount of senior notes issued with an original issue discount such that the aggregate initial public offering price of all debt securities will not exceed $1,000,000,000 less the dollar amount of other securities previously issued.

(3)

Omitted pursuant to General Instruction II.D. of Form S-3.

(4)

Estimated in accordance with Rule 457 solely for the purpose of calculating the registration fee.

(5)

No separate consideration will be received for securities that are issued upon exercise, conversion or exchange of other securities.

(6)

Includes a Preference Stock Purchase Right attached to each share of Common Stock that, prior to the occurrence of certain events, will not be evidenced separately from the Common Stock.

          The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the SEC, acting pursuant to Section 8(a), may determine.

PROSPECTUS

$1,000,000,000

Aquila, Inc.

Senior Notes, Common Stock, Stock Purchase Contracts and Stock Purchase Units

        We will provide specific terms of these securities in supplements to this prospectus. You should read this prospectus and any supplement carefully before you invest.

        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This Prospectus is dated May     , 2002

TABLE OF CONTENTS

About This Prospectus	i
Where You Can Find More Information	1
The Company	2
Use Of Proceeds	2
Ratio Of Earnings To Fixed Charges	2
Description Of Common Stock	2
Description Of Senior Notes	6
Description Of Stock Purchase Contracts And Stock Purchase Units	10
Plan Of Distribution	11
Experts	12

ABOUT THIS PROSPECTUS

        This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission utilizing a "shelf" registration process. Under this shelf process, we may, from time to time, sell in one or more offerings any combination of the securities described in this prospectus, either separately or in units, up to a total dollar amount of $1,000,000,000. This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with additional information described under the heading "Where You Can Find More Information."

        On March 15, 2002, we changed our name from UtiliCorp United Inc. to Aquila, Inc. Unless otherwise indicated or unless the context requires otherwise, all references in this prospectus to "Aquila," "we," "our," "us," or similar references mean Aquila, Inc. and all of our subsidiaries.

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WHERE YOU CAN FIND MORE INFORMATION

        We file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission. You may read and copy any materials that we file at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain information regarding the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. We file information electronically with the SEC. The SEC maintains an Internet site that contains the reports, proxy and information statements and other information regarding issuers that file electronically. The address of the SEC's Internet site is http://www.sec.gov.

        The SEC allows us to "incorporate by reference" the information we file with them, which means that we can disclose important information to you by referring you to other documents. This information incorporated by reference is considered part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings (including filings made after the date of the initial registration statement and prior to the effectiveness of the registration statement) we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934:

a.

Annual Report on Form 10-K and Form 10-K/A for the fiscal year ended December 31, 2001.



b.

Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2002.



c.

Current Reports on Form 8-K filed on February 25, 2002, February 27, 2002 and March 15, 2002.



d.

The description of common stock contained in our Registration Statement on Form 8-B dated May 5, 1987 (File No. 001-03562) and the description of the preference stock purchase rights set forth in our Registration Statement on Form 8-A dated March 4, 1997 (File No. 001-03562).

Filings made prior to March 15, 2002 are located on the SEC's Internet site under our prior name, "UtiliCorp United Inc."

        You may request a copy of these filings, at no cost, by telephoning or writing to us at the following address:

Investor Relations
Aquila, Inc.
20 West Ninth Street
Kansas City, Missouri 64105
816-421-6600

        Additionally, you can get further information about us on our website, http://www.aquila.com. We do not, however, intend for the information on our website to constitute part of this prospectus.

        This prospectus is part of a registration statement we filed with the SEC. You should rely only on the information contained in this prospectus and in any prospectus supplement. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it.

THE COMPANY

        We are a multinational energy solutions provider headquartered in Kansas City, Missouri. Our executive offices are located at 20 West Ninth Street, Kansas City, Missouri 64105 and our telephone number is 816-421-6600.

USE OF PROCEEDS

        Unless otherwise set forth in a prospectus supplement, the net proceeds from the sale of the offered securities will be used for general corporate purposes including the repayment of debt and other obligations.

RATIO OF EARNINGS TO FIXED CHARGES

        Our ratio of earnings to fixed charges for each of the periods indicated is as follows:

	Twelve Months Ended March 31, 2002
		Years Ended December 31,
		2001	2000	1999	1998	1997
Ratio of Earnings to Fixed Charges	2.56	2.81	2.05	2.03	2.01	2.29

        The ratio of earnings to fixed charges represents the number of times fixed charges are covered by earnings. For the purpose of these ratios, earnings consist of income before provisions for income taxes and fixed charges less undistributed earnings in equity investments. For this purpose, fixed charges comprise (1) interest on all indebtedness and amortization of debt discount and expense, (2) interest capitalized and (3) an interest factor attributable to rentals.

DESCRIPTION OF COMMON STOCK

General

        The following description of our common stock is a summary and is not complete. You should refer to our governing corporate documents and our Michigan Gas Utilities Indenture, dated as of July 1, 1951, which secures the first mortgage bonds issued by Michigan Gas Utilities Company and assumed by us in connection with our acquisition of Michigan Gas Utilities Company in 1989.

        We are authorized to issue up to 430,000,000 shares of capital stock consisting of:

•

400,000,000 shares of common stock, par value $1 per share;



•

10,000,000 shares of preference stock, without par value; and



•

20,000,000 shares of Class A common stock, par value $1 per share.

Dividend Rights and Limitations

        Subject to the limitation referred to below, our board of directors may declare dividends on our capital stock out of funds legally available for that purpose.

        Cash dividends on our capital stock are restricted by provisions of the Michigan Gas Utilities Indenture. Under the most restrictive of these provisions, we may not declare or pay any dividend, other than a dividend payable in shares of our capital stock, if, after giving effect to the dividend, the sum of:

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the aggregate amount of all dividends declared and all other distributions made, other than dividends declared or distributions made in shares of our capital stock, subsequent to December 31, 1984; plus

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•

the excess, if any, of the amount applied to or set apart for the acquisition of any shares of our capital stock subsequent to December 31, 1984, over amounts received by us as the net cash proceeds of sales of shares of our capital stock subsequent to that date, would exceed the sum of our net income since January 1, 1985, plus $50 million.

        In addition, we may not declare dividends unless we maintain a tangible net worth of at least $250 million and the total principal amount of our outstanding indebtedness does not exceed 70% of our capitalization. None of our retained earnings was restricted as to payment of cash dividends on our capital stock as of March 31, 2002.

Voting Rights

        Holders of our common stock are entitled to one vote for each share held of record. Our board of directors is divided into three classes, and each year one class is elected to serve a three-year term. Holders of common stock do not have cumulative voting in the election of directors. Accordingly, the holders of more than 50% of the outstanding shares of our common stock voting for the election of directors can elect all the directors, and the remaining holders will not be able to elect any directors.

Liquidation Rights

        Our outstanding common stock is, and the common stock that may be offered from time to time, when issued and paid for will be, fully paid and non-assessable. Holders of common stock do not have any preemptive rights. On liquidation, the holders of the common stock will be entitled to all amounts remaining for distribution after payment of the liquidation preferences of the outstanding shares, if any, of the Class A common stock and the preference stock.

Class A Common Stock and Preference Stock

        Without action by our stockholders, our board of directors may issue one or more series of Class A common stock or preference stock that may have terms more favorable than the common stock, including preferential dividend, liquidation, redemption and voting rights.

        We may use the Class A common stock or the preference stock as an anti-takeover device because these securities may be issued with "super voting" rights and placed in the control of parties aligned with current management. However, the NYSE has in effect a rule that restricts our ability to issue Class A common stock and preference stock with super voting rights. There are presently no shares of Class A common stock or preference stock issued or outstanding.

Stockholder Rights Plan

        We have adopted a stockholder rights plan under which our stockholders have been granted one preference stock purchase right for each share of common stock held. The following description of the purchase rights is not complete. You should refer to the Rights Agreement we entered into with UMB Bank, N.A. (as successor to First Chicago Trust Company of New York), a copy of which we filed with the SEC as an exhibit to our Form 8-A Registration Statement filed on March 4, 1997.

        Each purchase right, when it becomes exercisable as described below, entitles the holder to purchase one-thousandth of a share of our Series A Participating Cumulative Preference Stock, no par value, at a purchase price of $76.67, subject to certain adjustments and other specified conditions.

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        The purchase rights become exercisable upon the occurrence of a "distribution date," which is defined in the rights agreement as the earlier of:

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the tenth business day, or such later date as our board of directors may fix, after the date on which any company commences a tender or exchange offer which, if consummated, would result in the company acquiring ownership of more than 15% of our outstanding common stock; or



•

the "flip-in date," which means the tenth business day after we first publicly announce that a company has acquired ownership of more than 15% of our outstanding common stock, or such other date as our board of directors may adopt prior to the flip-in date that would otherwise have occurred.

        The rights agreement does not apply to certain acquisitions, including acquisitions by a company that inadvertently acquires ownership of more than 15% of our outstanding common stock, provided the company promptly divests sufficient shares of common stock to reduce its percentage ownership below 15%.

        If a flip-in date occurs, each purchase right, other than purchase rights the acquiring company or any of its affiliates beneficially own, will constitute the right to purchase from us that number of shares of our common stock having a market value equal to twice the exercise price of the purchase right. On the occurrence of a flip-in date, the purchase rights beneficially owned by the acquiring company or any of its affiliates will be void.

        In addition, our board of directors may, at its option, at any time after a flip-in date and prior to the time the acquiring company becomes the owner of more than 50% of the outstanding shares of our common stock, elect to exchange all of the outstanding purchase rights, other than those purchase rights beneficially owned by the acquiring company or its affiliates, for shares of our common stock at an exchange ratio of one share of our common stock per purchase right. Immediately upon the taking of that action by our board of directors, the right to exercise the purchase rights will terminate and each purchase right will then represent only the right to receive the appropriate number of shares of common stock.

        Whenever we become obligated to issue shares of common stock upon the exercise of or in exchange for purchase rights, we may substitute shares of preference stock, at a ratio of one one-thousandth of a share of preference stock for each share of common stock.

        If we are acquired in a merger or other similar business combination entered into while:

•

the acquiring company or any of its affiliates is in control of our board of directors or 50% or more of our assets; or



•

assets representing 50% or more of our operating income or cash flow are transferred to an acquiring company or any of its affiliates,

then we are required to take all necessary action to ensure that the purchase rights will "flip-over" and entitle each holder of a purchase right to purchase capital stock of the acquiring company having a market value equal to twice the purchase price of the preference stock otherwise purchasable pursuant to the purchase right.

        At any time prior to the earlier of a flip-in date and the tenth anniversary of the rights agreement, our board of directors may redeem the purchase rights in whole, but not in part, at a price of $0.01 per purchase right. Under certain circumstances the rights agreement may be amended by our board of directors without approval from our stockholders.

        The purchase rights have an anti-takeover effect. Specifically, the purchase rights may cause substantial dilution to a person or group that attempts to acquire a substantial number of shares of our common stock without the approval of our board of directors. The purchase rights will not interfere

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with any merger or other business combination with a third party approved by our board of directors, because the board of directors may, at any time prior to a flip-in date, redeem the purchase rights as described above or amend the rights agreement to render it inapplicable to a specific transaction.

Additional Anti-Takeover Defenses

        A number of provisions in our governing corporate documents may have the effect of discouraging other companies from acquiring large blocks of our common stock or delaying or preventing a change of control of Aquila. For instance, because our certificate of incorporation authorizes our board of directors to issue additional capital stock without stockholder approval, the board of directors could issue additional shares of stock to discourage a change of control of Aquila. Furthermore, the absence of cumulative voting rights could discourage accumulations of large blocks of our common stock by purchasers seeking representation on our board of directors.

        Other provisions in our certificate of incorporation are designed to discourage attempts to obtain control of Aquila in a transaction not approved by our board of directors. Such provisions include:

•

an 80% stockholder vote requirement to remove the entire board of directors;



•

a prohibition against the removal of individual directors without cause;



•

a requirement that the board of directors be divided into three classes, with one class elected each year for a three-year term;



•

an 80% stockholder vote requirement to amend provisions of the certificate of incorporation relating to our board of directors;



•

an 80% stockholder vote requirement to approve certain business transactions, unless certain minimum price conditions are met;



•

an 80% stockholder vote requirement to amend the above-listed provisions;



•

a requirement that stockholder action may be taken only at an annual or special meeting; and



•

a requirement that special meetings may be called by not less than a majority of the stockholders.

        Our bylaws also contain provisions that may have an anti-takeover effect, including:

•

advance notice requirements for stockholder nominations to our board of directors; and



•

a requirement that nominating stockholders provide information comparable to that which we would be required to provide under federal securities laws.

These bylaw provisions could enable us to delay undesirable stockholder actions in order to give us more time and information to adequately respond.

        As previously described, our stockholder rights plan also has an anti-takeover effect. Severance agreements we have entered into with certain of our management employees may have anti-takeover effects as well. Such severance agreements provide that we must pay certain benefits if the employees are terminated without good cause or resign for good reason, as defined in the agreements, within three years after a change of control of Aquila.

Transfer Agent and Registrar

        The co-transfer agents for our common stock are:

•

UMB Bank, N.A., Kansas City, Missouri; and



•

The R-M Trust Company, Toronto, Ontario, Canada.

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        The registrar for the common stock is UMB Bank, N.A., Kansas City, Missouri. Our common stock is listed on the New York, Pacific and Toronto Stock Exchanges, and unless the prospectus supplement accompanying this prospectus states otherwise, the common stock offered under this prospectus will be listed on those exchanges.

DESCRIPTION OF SENIOR NOTES

        We may issue senior notes from time to time in one or more series, under an Indenture dated as of August 24, 2001, as supplemented, between us and BankOne Trust Company, N.A., as the trustee. The indenture has been incorporated by reference as an exhibit to the registration statement of which this prospectus is a part. The following description of certain provisions of the indenture is a summary and is not complete. You should refer to all of the provisions of the indenture, including the definitions of certain terms contained in the indenture. A copy of the indenture may be obtained from us upon request.

General

        The indenture does not limit the aggregate principal amount of the senior notes or the aggregate principal amount of any particular series of senior notes that we may issue under the indenture. The indenture states that we may issue senior notes from time to time in one or more series. The senior notes will be unsecured obligations and will rank equally with all of our other unsecured and unsubordinated indebtedness.

        The specific terms of each series of senior notes will be set forth in the prospectus supplement relating to that series, including the following terms, if possible:

•

the title of the senior notes;



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the aggregate principal amount of the series of senior notes and any limit on the aggregate principal amount of that series;



•

the price (expressed as a percentage of the aggregate principal amount) at which we will issue the series of senior notes;



•

the maturity date or dates for the series of senior notes;



•

the interest rate or rates (which may be fixed or variable) per annum for the series of senior notes, if any, or any method by which the interest rate or rates, will be determined;



•

the date or dates:



•

from which the interest, if any, will accrue;



•

on which the interest, if any, will be payable;



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on which payment of the interest, if any, will commence; and



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of record for any interest payments;




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the person, if different than the registered holder as of the record date, to whom any interest will be payable;



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the dates, if any, on which and the price at which the series of senior notes may be redeemed or purchased under any mandatory sinking fund provisions, and the other detailed terms and provisions of the sinking funds;



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the date, if any, after which and the price at which we or any holder of the senior notes may redeem the senior notes and other detailed terms and provisions of the optional redemptions;

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•

any additional restrictive covenants included in the supplemental indentures solely for the benefit of the series of senior notes;



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any additional events of default (as defined below) solely with respect to the series of senior notes;



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the currency or currencies in which we will pay the principal of (and premium, if any) or interest, if any, on the series of senior notes;



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the index, if any, used to determine the amount of principal of (and premium, if any) and interest, if any on the series of senior notes;



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whether we will use a global security with respect to the series of senior notes, the name of the depository for the global security and the terms, if any, upon which interests in the global security may be exchanged for definitive senior notes; and



•

any additional terms of the series of the senior notes.

        Unless the applicable prospectus supplement states otherwise, we will pay the principal, and the premium and interest, if any, on the series of senior notes at the office or agency we maintain in New York, New York for that purpose. In addition, the transfer or exchange of the senior notes will be registerable at that same office. We may, however, pay interest by check mailed to the address as it appears on the security register of any person entitled to payment of interest. (Sections 301, 305 and 1002).

        Unless the applicable prospectus supplement states otherwise, we will only issue the senior notes in registered form without coupons and in denominations of $1,000 and integral multiples of $1,000. (Section 302). No service charge will be made for any registration of transfer or exchange of the senior notes, but we may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with the transfer or exchange. (Section 305).

        We may issue senior notes as original issue discount securities (as defined below) meaning that they will be sold at a discount below their principal amount. We will describe special federal income tax, accounting and other considerations applicable to original issue discount securities in the prospectus supplement. "Original issue discount security" is any security that provides for the acceleration of the maturity of an amount less than the principal amount of the security upon the occurrence and continuance of an event of default. (Section 101).

Events of Default

        With respect to any series of senior notes, the indenture defines an event of default as:

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a default in the payment of principal (or premium, if any), on any senior note of that series at its maturity;



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a default in the payment of any interest on any senior note of that series for 30 days;



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a default in the payment of any sinking fund installment;



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our failure to perform any other of the covenants or warranties in the indenture for 60 days after we receive notice of our failure (other than a covenant or warranty included in the indenture solely for the benefit of a series of senior notes other than that particular series);



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certain events of bankruptcy, insolvency or reorganization of Aquila; and



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any other event of default provided with respect to senior notes of that series. (Section 501).

        If any event of default with respect to any series of senior notes at the time outstanding occurs and is continuing, either the trustee or the holders of at least 25% in principal amount of the outstanding

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senior notes of that series may, by notice, declare the principal amount (or, if the senior notes are original issue discount securities, such portion of the principal amount as may be specified in the terms of that series) of all senior notes of that series to be due and payable immediately. Upon certain conditions the holders of a majority in principal amount of the outstanding senior notes of that series on behalf of the holders of all senior notes of that series may annul that declaration and waive past defaults. A declaration may not, however, be annulled if the default is a default in payment of principal of, or premium or interest, if any, on the senior notes and other specified defaults unless that default has been cured. (Section 502 and 513).

        The prospectus supplement relating to each series of outstanding senior notes which are original issue discount securities will contain the particular provisions relating to acceleration of the maturity of a portion of the principal amount of those original issue discount securities if an event of default occurs and continues.

        The indenture states that the trustee will give notice to the holders of any series of senior notes of a known default if that default is uncured or not waived. The trustee may decide to withhold a notice of default if it determines in good faith that withholding of the notice is in the interest of the holders of the senior notes unless the default is in the payment of principal (or premium, if any) or interest, if any, on any debt security of that series, or in the payment of any sinking fund installment. The trustee may not give notice of default until 30 days after the occurrence of a default in the performance of a covenant in the indenture other than for the payment of the principal of (or premium, if any) or interest, if any, or the deposit of any sinking fund installment. The term default with respect to any series of outstanding senior notes for the purpose only of this provision means the happening of any of the events of default specified in the indenture and relating to such series of outstanding senior notes, excluding any grace periods and irrespective of any notice requirements. (Section 602).

        The indenture contains a provision entitling the trustee, subject to the duty of the trustee during default to act with the required standard of care, to be indemnified by the holders of any series of outstanding senior notes before proceeding to exercise any right or power under the indenture at the request of the holders of that series of senior notes. (Section 603). The indenture states that the holders of a majority in principal amount of outstanding senior notes of any series may direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or exercising any trust or other power conferred on the trustee. The trustee, however, may decline to act if that direction is contrary to law or the indenture. (Section 512).

        The indenture requires us to annually file with the trustee a certificate stating that no default exists or identifying any existing default.

Defeasance

        At our option, we:

•

will be discharged from all obligations with respect to the senior notes (except for certain obligations including registering the transfer or exchange of the senior notes, replacing stolen, lost or mutilated senior notes, maintaining paying agencies and holding monies for payment in trust); or



•

need not comply with certain restrictive covenants of the indenture,

if we deposit with the trustee (and in the case of a discharge, 91 days after such deposit) money, or U.S. government obligations, or a combination of both, sufficient to pay all the principal of and interest on the senior notes on the date those payments are due in accordance with the terms of the senior notes to and including a redemption date which we irrevocably designate for redemption of the senior notes. To exercise this option, we must meet certain conditions, including delivering to the trustee an

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opinion of counsel stating that the deposit and related defeasance will not cause the holders of the senior notes to recognize income, gain or loss for federal income tax purposes. (Sections 403 and 1008).

Modification of the Indenture

        With respect to any series of senior notes we and the trustee may add provisions to or change or eliminate any of the provisions of the indenture relating to that series if holders of at least a majority in principal amount of that series of senior notes, voting as a class, consent. We and the trustee cannot, however, modify the indenture to:

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change the stated maturity of any senior note;



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reduce the principal amount of, or the rate of interest or any premium on, any senior note;



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change the place or currency of payment on any senior note;



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impair the right to institute suit for the enforcement of any payment on or after the stated maturity of any security;



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reduce the percentage of outstanding senior notes necessary to modify or amend the indenture; or



•

reduce the percentage of aggregate principal amount of outstanding senior notes necessary to waive compliance with certain provisions of the indenture or to waive certain covenants and defaults. (Section 902).

Consolidations, Merger and Sale of Assets

        Without the consent of the holders of any of the outstanding senior notes under the indenture, we may:

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consolidate with or merge into any other corporation;



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transfer or lease substantially all of our assets to any person;



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acquire or lease substantially all of the assets of any person; or



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permit any corporation to merge into us, if:



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the successor is a corporation organized under the laws of any domestic jurisdiction;



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the successor corporation, if other than us, assumes our obligations on the senior notes and under the indenture; and



•

after giving the effect to the transaction, no event of default, and no event which, after notice or lapse of time, would become an event of default, will occur. (Section 801).

        Certain of the covenants described above will not necessarily afford the holders protection in the event we are involved in a highly leveraged transaction, such as a leveraged buyout. However, we must obtain regulatory approval to issue long-term debt.

Outstanding Senior Notes

        In determining whether the holders of the requisite principal amount of outstanding senior notes have given any request, demand, authorization, direction, notice, consent or waiver under the indenture, the following are taken into account:

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the portion of the principal amount of an original issue discount security deemed to be outstanding is that portion of the principal amount that could be declared to be due and payable upon the occurrence and continuation of an event of default under the terms of the original issue discount security as of the date of the determination, and



•

senior notes we or any of our affiliates own are not considered to be outstanding. (Section 101).

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DESCRIPTION OF STOCK PURCHASE
CONTRACTS AND STOCK PURCHASE UNITS

        We may issue stock purchase contracts, including contracts obligating holders to purchase from us, and us to sell to the holders, a specified number of shares of common stock at a future date or dates, which we refer to herein as "stock purchase contracts." The price per share of common stock and the number of shares of common stock may be fixed at the time the stock purchase contracts are issued or may be determined by reference to a specific formula set forth in the stock purchase contracts. The stock purchase contracts may be issued separately or as part of units consisting of a stock purchase contract and senior notes or debt obligations of third parties, including U.S. treasury securities, securing the holders' obligations to purchase the common stock under the stock purchase contracts, which we refer to herein as "stock purchase units." The stock purchase contracts may require us to make periodic payments to the holders of the stock purchase units or vice versa, and such payments may be unsecured or refunded on some basis. The stock purchase contracts may require holders to secure their obligations thereunder in a specified manner.

        The applicable prospectus supplement will describe the terms of the stock purchase contracts or stock purchase units. The description in the prospectus supplement will not necessarily be complete, and reference will be made to the stock purchase contracts, and, if applicable, collateral or depositary arrangements, relating to the stock purchase contracts or stock purchase units. Material United States federal income tax considerations applicable to the stock purchase units and the stock purchase contracts will also be discussed in the applicable prospectus supplement.

10

PLAN OF DISTRIBUTION

        We may sell the securities in any of four ways:

•

through underwriters or dealers;



•

directly to a limited number of institutional purchasers or to a single purchaser;



•

through agents; or



•

through direct sales or auctions performed by utilizing the Internet or a bidding or ordering system.

        Any underwriter, dealer or agent, may be deemed to be an underwriter within the meaning of the Securities Act of 1933. The terms of the offering of the securities with respect to which this prospectus is being delivered will be set forth in the applicable prospectus supplement and will include:

•

the name or names of any underwriters, dealers or agents;



•

the purchase price of the securities and the proceeds to us from such sale;



•

any underwriting discounts and other items constituting underwriters' compensation;



•

the public offering price; and



•

any discounts or concessions which may be allowed or reallowed or paid to dealers and any securities exchanges on which the securities may be listed.

        If underwriters are used in the sale of securities, the securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The securities may be offered to the public either through underwriting syndicates represented by managing underwriters or directly by one or more underwriters acting alone. Unless otherwise set forth in the applicable prospectus supplement, the obligations of the underwriters to purchase the securities described in the applicable prospectus supplement will be subject to certain conditions precedent, and the underwriters will be obligated to purchase all of the securities if any are so purchased by them. Any public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time.

        If dealers are utilized in the sale of any securities, we will sell the securities to the dealers as principals. Any dealer may resell the securities to the public at varying prices to be determined by the dealer at the time of resale. The name of any dealer and the terms of the transaction will be set forth in the prospectus supplement with respect to the securities being offered.

        The securities may be sold from time to time directly by us through agents designated by us. Any agents involved in the offer or sale of the securities in respect of which this prospectus is being delivered, and any commissions payable by us to such agents, will be set forth in the applicable prospectus supplement. Unless otherwise indicated in the applicable prospectus supplement, any agent will be acting on a best efforts basis for the period of its appointment.

        Securities may also be offered and sold, if so indicated in the applicable prospectus supplement, in connection with a remarketing upon their purchase, in accordance with a redemption or repayment pursuant to their terms, or otherwise, by one or more firms, which we refer to herein as the "remarketing firms," acting as principals for their own accounts or as our agents. Any remarketing firm will be identified and the terms of its agreement, if any, with us and its compensation will be described in the applicable prospectus supplement. Remarketing firms may be deemed to be underwriters, as that term is defined in the Securities Act in connection with the securities remarketed thereby.

11

        If so indicated in the applicable prospectus supplement, we will authorize agents, underwriters or dealers to solicit offers by certain specified institutions to purchase or exchange the securities to which this prospectus and the applicable prospectus supplement relates from us at the public offering price set forth in the applicable prospectus supplement, plus, if applicable, accrued interest, pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. These contracts will be subject only to those conditions set forth in the applicable prospectus supplement, and the applicable prospectus supplement will set forth the commission payable for solicitation of the contracts.

        Underwriters will not be obligated to make a market in any securities. No assurance can be given regarding the activity of trading in, or liquidity of, any securities.

        Agents, dealers, underwriters and remarketing firms may be entitled, under agreements entered into with us, to indemnification by us against certain civil liabilities, including liabilities under the Securities Act, or to contribution to payments they may be required to make in respect thereof. Agents, dealers, underwriters and remarketing firms may be customers of, engage in transactions with, or perform services for, us in the ordinary course of business.

        Each series of securities will be a new issue and, other than the common stock, which is currently listed on the New York, Pacific and Toronto Stock Exchanges, will have no established trading market. We may elect to list any series of securities on an exchange, and in the case of the common stock, on any additional exchange, but, unless otherwise specified in the applicable prospectus supplement, we shall not be obligated to do so. No assurance can be given as to the liquidity of the trading market for any of the securities.

        We may also offer senior notes directly to the public, with or without the involvement of agents, underwriters or dealers and may utilize the Internet or another electronic bidding or ordering system for the pricing and allocation of such senior notes. Such a system may allow bidders to directly participate, through electronic access to an auction site, by submitting conditional offers to buy that are subject to acceptance by us, and which may directly affect the price or other terms at which such securities are sold.

        The final offering price at which senior notes would be sold and the allocation of such senior notes among bidders, would be based in whole or in part on the results of the Internet bidding process or auction. Many variations of the Internet auction or pricing and allocating systems are likely to be developed in the future, and we may utilize such systems in connection with the sale of senior notes. We will describe in the related supplement to this prospectus how any auction or bidding process will be conducted to determine the price or any other terms of the senior notes, how potential investors may participate in the process and, when applicable, the nature of the underwriters' obligations with respect to the auction or ordering system.

EXPERTS

        Our annual consolidated financial statements and schedules incorporated in this prospectus by reference from our 2001 Annual Report on Form 10-K and Form 10-K/A have been audited by Arthur Andersen LLP, independent public accounts, as indicated in their report with respect thereto, and are incorporated herein in reliance upon the authority of said firm as experts in giving said reports.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.    Other Expenses of Issuance and Distribution.

        The aggregate estimated expenses, other than underwriting discounts and commissions, in connection with the issuance and distribution of the securities registered by this registration statement are as follows (all amounts except the SEC's filing fee are estimated):

Securities and Exchange Commission registration fee	$	92,000
Stock Exchange listing fees		40,000
Accounting fees and expenses		50,000
Printing fees		150,000
Legal fees and expenses		150,000
Transfer Agent, Registrar and Trustee fees		50,000
Total	$	532,000

Item 15.    Indemnification of Directors and Officers.

        Section 145 of the Delaware General Corporation Law confers broad powers upon corporations incorporated in that state with respect to indemnification of any person against liabilities incurred by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or other business entity. The provisions of Section 145 are not exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement or otherwise.

        The Certificate of Incorporation of the registrant contains a provision that eliminates the personal liability of the registrant's directors to the registrant or its stockholders for monetary damages for breach of fiduciary duty to the fullest extent permitted by the Delaware General Corporation Law.

        The registrant has a dual phase insurance policy providing directors and officers with indemnification, subject to certain exclusions and to the extent not otherwise indemnified by the registrant, against loss (including expenses incurred in the defense of actions, suits or proceedings in connection therewith) arising from any negligent act, error, omission or breach of duty while acting in their capacity as directors and officers of the registrant. The policy also reimburses the registrant for liability incurred in the indemnification of its directors and officers.

        The Bylaws of the registrant entitle officers and directors to be indemnified by the registrant against costs or expenses, attorneys' fees, judgments, fines and amounts paid in settlement that are actually and reasonably incurred in connection with an action, suit or proceeding, including actions brought by or in the right of the registrant, to which such persons are made or threatened to be made a party, by reasons of their being a director or officer. Such right, however, may be made only as authorized by (i) a majority vote of a quorum of disinterested directors, or (ii) if such quorum is not obtainable or, if obtainable, a majority thereof so directs, by independent legal counsel, or (iii) by the stockholders of the registrant, upon a determination that the person seeking indemnification acted in good faith and in the manner that he or she reasonably believed to be in or not opposed to the registrant's best interest, or, if the action is criminal in nature, upon a determination that the person seeking indemnification had no reasonable cause to believe that such person's conduct was unlawful. This provision also requires the registrant, upon authorizations by the board of directors, to advance costs and expenses, including attorneys' fees, reasonably incurred in defending such actions; provided, that any person seeking such an advance must first provide the registrant with an undertaking to repay any amount as to which it may be determined such person is not entitled.

II-1

Item 16.    Exhibits.

Exhibit	Document
1(a)	Form of Underwriting Agreement for Senior Notes.
1(b)	Form of Underwriting Agreement for Common Stock.
1(c)**	Form of Underwriting Agreement for Stock Purchase Units.
1(d)**	Form of Remarketing Agreement for the Senior Notes.
4(a)*	Certificate of Incorporation, as amended (Exhibit 3(a)(1) to Aquila, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2001).
4(b)*	Bylaws (Exhibit 3.1 to Aquila, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2001).
4(c)*	Twentieth Supplemental Indenture, dated as of May 26, 1989, Supplemental to Indenture of Mortgage and Deed of Trust, dated July 1, 1951. (Exhibit 4(d) to Aquila, Inc.'s (formerly UtiliCorp United Inc.) registration statement on Form S-3 (File No. 33-45382) filed January 30, 1992).
4(d)(1)*	Indenture, dated as of August 24, 2001, between Aquila, Inc. and BankOne Trust Company, N.A., as Trustee. (Exhibit 4(d) to Aquila, Inc.'s (formerly UtiliCorp United Inc.) registration statement on Form S-3 (File No. 333-68400) filed August 27, 2001).
4(d)(2)*	First Supplemental Indenture, dated February 28, 2002, between Aquila, Inc. and BankOne Trust Company, N.A., as Trustee. (Exhibit 4 to Aquila, Inc.'s (formerly UtiliCorp United Inc.) Current Report on Form 8-K filed February 27, 2002).
4(e)**	Form of Stock Purchase Contract Agreement.
4(f)**	Form of Pledge Agreement.
4(g)*	Form of Rights Agreement between Aquila, Inc. and UMB Bank, N.A. (as successor to First Chicago Trust Company of New York), as Rights Agent. (Exhibit 4 to Aquila, Inc.'s (formerly UtiliCorp United Inc.) Quarterly Report on Form 10-Q for the period ended September 30, 1996.
5	Opinion of Christopher Reitz, Esq.
12	Computation of Ratio of Earnings to Fixed Charges.
23(a)	Consent of Arthur Andersen LLP, Kansas City, Missouri.
23(b)	Consent of Christopher Reitz, Esq. (included in Exhibit 5).
24	Powers of Attorney (included in signature page to this registration statement).
25	Form T-1 Statement of Eligibility of Trustee.

*

Incorporated by reference pursuant to Rule 411(c).

**

To be filed by amendment or pursuant to a report to be filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 if applicable.

II-2

Item 17.    Undertakings.

        The undersigned registrant hereby undertakes:

        (1)  To file, during the period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;



(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.



(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement.

        (2)  That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (3)  To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

        (4)  The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (5)  Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant of the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

II-3

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kansas City, State of Missouri, on May 10, 2002.

AQUILA, INC.
By:	/s/  DAN STREEK Dan Streek Chief Financial Officer

        The undersigned directors of Aquila, Inc. appoint Richard C. Green, Jr. and Leslie J. Parrette, Jr. our true and lawful attorneys with power to each of them to sign for us this registration statement and any and all amendments to this registration statement, and generally do all such things in our names and in our capacities as directors to enable Aquila, Inc. to comply with the provisions of the Securities Act of 1933 and all requirements of the Securities and Exchange Commission in connection with this offering.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below on May 10, 2002 by the following persons in the capacities indicated:

SIGNATURE	TITLE
/s/  ROBERT K. GREEN Robert K. Green	President, Chief Executive Officer and Director* (Principal Executive Officer)
/s/  DAN STREEK Dan Streek	Chief Financial Officer (Principal Financial and Accounting Officer)
/s/  RICHARD C. GREEN, JR. Richard C. Green, Jr.	Chairman of the Board*
/s/  JOHN R. BAKER John R. Baker	Director*
/s/  HERMAN CAIN Herman Cain	Director*
/s/  IRVINE O. HOCKADAY Irvine O. Hockaday	Director*
/s/  HEIDI HUTTER Heidi Hutter	Director*
/s/  STANLEY O. IKENBERRY Stanley O. Ikenberry	Director*
/s/  ROBERT F. JACKSON, JR. Robert F. Jackson, Jr.	Director*

/s/  L. PATTON KLINE L. Patton Kline	Director*
/s/  GERALD SHAHEEN Gerald Shaheen	Director*

*

A majority of the board of directors

INDEX TO EXHIBITS

Exhibit	Document
1(a)	Form of Underwriting Agreement for Senior Notes.
1(b)	Form of Underwriting Agreement for Common Stock.
1(c)**	Form of Underwriting Agreement for Stock Purchase Units.
1(d)**	Form of Remarketing Agreement for the Senior Notes.
4(a)**	Certificate of Incorporation, as amended (Exhibit 3(a)(1) to Aquila, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2001).
4(b)*	Bylaws (Exhibit 3.1 to Aquila, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2001).
4(c)*	Twentieth Supplemental Indenture, dated as of May 26, 1989, Supplemental to Indenture of Mortgage and Deed of Trust, dated July 1, 1951. (Exhibit 4(d) to Aquila, Inc.'s (formerly UtiliCorp United Inc.) registration statement on Form S-3 (File No. 33-45382) filed January 30, 1992).
4(d)(1)*	Indenture, dated as of August 24, 2001, between Aquila, Inc. and BankOne Trust Company, N.A., as Trustee. (Exhibit 4(d) to Aquila, Inc.'s (formerly UtiliCorp United Inc.) registration statement on Form S-3 (File No. 333-68400) filed August 27, 2001).
4(d)(2)*	First Supplemental Indenture, dated February 28, 2002, between Aquila, Inc. and BankOne Trust Company, N.A., as Trustee. (Exhibit 4 to Aquila, Inc.'s (formerly UtiliCorp United Inc.) Current Report on Form 8-K filed February 27, 2002).
4(e)**	Form of Stock Purchase Contract Agreement.
4(f)**	Form of Pledge Agreement.
4(g)*	Form of Rights Agreement between Aquila, Inc. and UMB Bank, N.A. (as successor to First Chicago Trust Company of New York), as Rights Agent. (Exhibit 4 to Aquila, Inc.'s (formerly UtiliCorp United Inc.) Quarterly Report on Form 10-Q for the period ended September 30, 1996.
5	Opinion of Christopher Reitz, Esq.
12	Computation of Ratio of Earnings to Fixed Charges.
23(a)	Consent of Arthur Andersen LLP, Kansas City, Missouri.
23(b)	Consent of Christopher Reitz, Esq. (included in Exhibit 5).
24	Powers of Attorney (included in signature page to this registration statement).
25	Form T-1 Statement of Eligibility of Trustee.

*

Incorporated by reference pursuant to Rule 411(c).

**

To be filed by amendment or pursuant to a report to be filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 if applicable.

QuickLinks

TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
WHERE YOU CAN FIND MORE INFORMATION
THE COMPANY
USE OF PROCEEDS
RATIO OF EARNINGS TO FIXED CHARGES
DESCRIPTION OF COMMON STOCK
DESCRIPTION OF SENIOR NOTES
DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS
PLAN OF DISTRIBUTION
EXPERTS
PART II INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.
Item 15. Indemnification of Directors and Officers.
Item 16. Exhibits.
Item 17. Undertakings.

SIGNATURES
INDEX TO EXHIBITS

EX-1.(A)

                                                                    EXHIBIT 1(a)

                                $
                                 ------------

                                  AQUILA, INC.

                                  SENIOR NOTES

                           FORM OF PURCHASE AGREEMENT

                                                                          [Date]

[Name(s) of Co-Representative(s)]
As Representative(s) of the several
Underwriters named in Schedule I hereto
c/o      [Name]
        [Address]

Ladies and Gentlemen:

               AQUILA, INC., a Delaware corporation (the "COMPANY"), proposes to
issue and sell the principal amount of its securities identified in Schedule II
hereto (the "SECURITIES") to the several Underwriters named in SCHEDULE I hereto
(the "UNDERWRITERS"). The Securities will be issued pursuant to the terms of an
indenture dated as of August 24, 2001, as supplemented (the "INDENTURE"),
between the Company and BANKONE TRUST COMPANY, N.A., as trustee (the "TRUSTEE").

               The Company wishes to confirm as follows its agreement with you
(the "REPRESENTATIVES") and the other several Underwriters on whose behalf you
are acting, in connection with the several purchases of the Securities by the
Underwriters.

               1.     REGISTRATION STATEMENT AND PROSPECTUS. The Company has
prepared and filed with the Securities and Exchange Commission (the
"COMMISSION") in accordance with the provisions of the Securities Act of 1933,
as amended, (the "ACT"), and the Trust Indenture Act of 1939, as amended (the
"TRUST INDENTURE ACT"), and the rules and regulations of the Commission
thereunder, a registration statement on Form S-3 under the Act (the
"REGISTRATION STATEMENT"), including a prospectus subject to completion relating
to the Securities. The term "REGISTRATION STATEMENT" as used in this Agreement
means the registration statement (including all financial schedules and
exhibits, excluding Form T-1), as supplemented or amended prior to the execution
of this Agreement. The term "PROSPECTUS" as used in this Agreement means the
prospectus in the form included in the Registration Statement, as amended and
supplemented by the prospectus supplement relating to the Securities (the
"PROSPECTUS SUPPLEMENT") in the form filed with the Commission pursuant to Rule



                                        2

424(b). The term "PRELIMINARY PROSPECTUS" as used in this Agreement means any
preliminary prospectus included in the Registration Statement or filed with the
Commission under Rule 424(a) or any preliminary prospectus supplement to the
prospectus included in the Registration Statement and filed with the Commission
under Rule 424(b) and as such prospectus or prospectus supplement shall have
been amended from time to time prior to the date of the Prospectus. Any
reference in this Agreement to, the Registration Statement, any Preliminary
Prospectus, the Prospectus Supplement or the Prospectus shall be deemed to refer
to and include the documents incorporated by reference therein pursuant to Item
12 of Form S-3 under the Act, as of the date of the Registration Statement, any
Preliminary Prospectus, the Prospectus Supplement or the Prospectus, as the case
may be, and any reference to any amendment or supplement to the Registration
Statement, any Preliminary Prospectus, the Prospectus Supplement or the
Prospectus shall be deemed to refer to and include any documents filed after
such date under the Securities Exchange Act of 1934, as amended (the "EXCHANGE
ACT") which, upon filing, are incorporated by reference therein, as required by
paragraph (b) of Item 12 of Form S-3. As used herein, the term "INCORPORATED
DOCUMENTS" means the documents which at the time are incorporated by reference
in the Registration Statement, any Preliminary Prospectus, the Prospectus
Supplement, the Prospectus, or any amendment or supplement thereto.

               2.     AGREEMENTS TO SELL AND PURCHASE. The Company hereby
agrees, subject to all the terms and conditions set forth herein, to issue and
sell to each Underwriter and, upon the basis of the representations, warranties
and agreements of the Company herein contained and subject to all the terms and
conditions set forth herein, each Underwriter agrees, severally and not jointly,
to purchase from the Company, at a purchase price of equal to ____% of the
principal amount thereof, the principal amount of Securities set forth opposite
the name of such Underwriter in Schedule I hereto (or such principal amount of
Securities increased as set forth in Section 10 hereof).

               3.     TERMS OF PUBLIC OFFERING. The Company has been advised by
you that the Underwriters propose to make a public offering of their respective
portions of the Securities and initially to offer the Securities upon the terms
set forth in the Prospectus.

               4.     DELIVERY OF THE SECURITIES AND PAYMENT THEREFOR. Delivery
to the Underwriters of and payment for the Securities shall be made at the
office of Milbank, Tweed, Hadley & McCloy LLP, One Chase Manhattan Plaza, New
York, NY 10005, at 10:00 A.M., New York City time, on _______ (the "CLOSING
DATE"). The place of closing for the Securities and the Closing Date may be
varied by agreement between you and the Company.

               Certificates for the Securities to be purchased hereunder shall
be for the accounts of the Underwriters as you shall request prior to 9:30 A.M.,
New York City time, on the second business day preceding the Closing Date. The
certificates evidencing the Securities to be purchased hereunder shall be
delivered on the Closing Date against payment of the purchase price therefor by
wire transfer of immediately available funds. All references to certificates
mean one or more global securities registered in the name of The Depository
Trust Company or its nominee.



                                        3

               5.     AGREEMENTS OF THE COMPANY. The Company agrees with the
several Underwriters as follows:

               (a)    To prepare the Prospectus in relation to the Securities
in a form approved by the Representatives and to file the Prospectus Supplement
as required pursuant to Rule 424(b) under the Act not later than the
Commission's close of business on the second business day following the delivery
of the Prospectus relating to the applicable Securities or, if applicable, such
earlier time as may be required by Rule 424(b); to make no further amendment or
any supplement to the Registration Statement or Prospectus after the date of
this Agreement and prior to the Closing Date for such Securities which shall be
disapproved by the Representatives for such Securities promptly after reasonable
notice thereof; to advise the Representatives promptly of any such amendment or
supplement after such Closing Date and furnish the Representatives with copies
thereof; to file promptly all reports and any definitive proxy or information
statements required to be filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the
delivery of a prospectus is required in connection with the offering or sale of
such Securities, and during such same period to advise the Representatives,
promptly after it receives notice thereof, of the time when any amendment to the
Registration Statement has been filed or becomes effective or any supplement to
the Prospectus or any amended Prospectus has been filed with the Commission, of
the issuance by the Commission of any stop order or of any order preventing or
suspending the use of any prospectus or registration statement relating to the
Securities, of the suspension of the qualification of such Securities for
offering or sale in any jurisdiction, of the initiation or threatening by the
Commission of any proceeding for any such purpose, or of any request by the
Commission for the amending or supplementing of the Registration Statement or
the Prospectus or for additional information; and, in the event of the issuance
of any such stop order or of any such order preventing or suspending the use of
any prospectus relating to the Securities or suspending any such qualification,
to use promptly its reasonable efforts to obtain its withdrawal;

               (b)    The Company will furnish to each of you, and to counsel to
the Underwriters such number of copies as you may reasonably request of the
Registration Statement as originally filed with the Commission and of each
amendment and supplement thereto, including consents, financial statements and
all exhibits thereto;

               (c)    Prior to the execution and delivery of this Agreement, the
Company has delivered to you, without charge, in such quantities as you have
requested, copies of each Preliminary Prospectus. The Company consents to the
use, in accordance with the provisions of the Act and with the securities or
Blue Sky laws of the jurisdictions in which the Securities are offered by the
several Underwriters and by dealers, prior to the date of the Prospectus, of
each Preliminary Prospectus so furnished by the Company.

               (d)    As soon after the execution and delivery of this Agreement
as possible and thereafter from time to time for such period as in the opinion
of counsel for the Underwriters a prospectus is required by the Act to be
delivered in connection with sales by any Underwriter or dealer, the Company
will expeditiously deliver to each Underwriter and each dealer, without charge,
as many copies of the Prospectus (and of any amendment or supplement thereto) as
you



                                        4

may request. The Company consents to the use of the Prospectus and of any
amendment or supplement thereto in accordance with the provisions of the Act and
with the securities or Blue Sky laws of the jurisdictions in which the
Securities are offered by the several Underwriters and by all dealers to whom
Securities may be sold, both in connection with the offering and sale of the
Securities and for such period of time thereafter as the Prospectus is required
by the Act to be delivered in connection with sales by any Underwriter or
dealer. If during such period of time any event shall occur that in the judgment
of the Company or in the opinion of counsel for the Underwriters is required to
be set forth in the Prospectus (as then amended or supplemented) or should be
set forth therein in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, or if it is necessary
to supplement or amend the Prospectus (or to file under the Exchange Act any
document which, upon filing, becomes an Incorporated Document) in order to
comply with the Act or any other law, the Company will forthwith prepare and
file with the Commission an appropriate supplement or amendment thereto (or to
such document), and will expeditiously furnish to the Underwriters and dealers a
reasonable number of copies thereof. In the event that the Company and you, as
Representatives of the several Underwriters, agree that the Prospectus should be
amended or supplemented, the Company, if requested by you, will promptly issue a
press release announcing or disclosing the matters to be covered by the proposed
amendment or supplement.

               (e)    The Company will cooperate with you and with counsel for
the Underwriters in connection with the registration or qualification of the
Securities for offering and sale by the several Underwriters and by dealers
under the securities or Blue Sky laws of such jurisdictions as you may designate
and will file such consents to service of process or other documents necessary
or appropriate in order to effect such registration or qualification; provided
that in no event shall the Company be obligated to qualify to do business in any
jurisdiction where it is not now so qualified or to take any action which would
subject it to service of process in suits, other than those arising out of the
offering or sale of the Securities, in any jurisdiction where it is not now so
subject.

               (f)    The Company will make generally available to its security
holders a consolidated earnings statement, which need not be audited, covering a
twelve-month period commencing after the effective date of the Registration
Statement and ending not later than 15 months thereafter, as soon as practicable
after the end of such period, which consolidated earnings statement shall
satisfy the provisions of Section 11(a) of the Act and the rules and regulations
of the Commission thereunder (including, at the option of the Company, Rule
158).

               (g)    During the period of five years hereafter, the Company
will furnish to you (i) as soon as available, a copy of each report of the
Company mailed to stockholders or filed with the Commission, and (ii) from time
to time such other information concerning the Company as you may reasonably
request.

               (h)    If this Agreement shall terminate or shall be terminated
after execution pursuant to any provisions hereof (otherwise than pursuant to
paragraph (c) of Section 10 hereof or by notice given by you terminating this
Agreement pursuant to Section 10 hereof) or if this Agreement shall be
terminated by the Underwriters because of any failure or refusal on the part of
the Company to comply with the terms or fulfill any of the conditions of this
Agreement, the



                                        5

Company agrees to reimburse the Representatives for all out-of-pocket expenses
(including fees and expenses of counsel for the Underwriters) incurred by you
in connection herewith.

               (i)    The Company will apply the net proceeds from the sale of
the Securities substantially in accordance with the description set forth in the
Prospectus.

               (j)    For a period beginning on this date and ending on the
Closing Date, the Company will not, directly or indirectly, sell, contract to
sell, grant any option to purchase, issue any instrument convertible into or
exchangeable for, or otherwise transfer or dispose of, any debt securities of
the Company or any of its subsidiaries (each, a "SUBSIDIARY" and collectively
the "SUBSIDIARIES"), except with your prior consent.

               6.     REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
represents and warrants to each Underwriter that:

               (a)    Each Preliminary Prospectus included as part of the
Registration Statement as originally filed or as part of any amendment or
supplement thereto, or filed pursuant to Rule 424 under the Act, complied when
so filed in all material respects with the provisions of the Act except that
this representation and warranty does not apply to statements in or omissions
from such Preliminary Prospectus made in reliance upon and in conformity with
information relating to any Underwriter furnished to the Company in writing by
or on behalf of any Underwriter through you expressly for use therein. The
Commission has not issued any order preventing or suspending the use of any
Preliminary Prospectus.

               (b)    The Company and the transactions contemplated by this
Agreement meet the rquirements for using Form S-3 under the Act. The
Registration Statement in the form in which it became effective and also in such
form as it may be when any amendment thereto shall become effective and the
Prospectus when filed with the Commission under Rule 424(b) under the Act,
complied or will comply in all material respects with the provisions of the Act
and will not at any such times contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make
the statements therein (in the case of the Prospectus, in the light of the
circumstances under which they were made) not misleading, except that this
representation and warranty does not apply to statements in or omissions from
the Registration Statement or the Prospectus made in reliance upon and in
conformity with information relating to any Underwriter furnished to the Company
in writing by or on behalf of any Underwriter through you expressly for use
therein. No stop order suspending the effectiveness of such registration
statements has been issued and no proceeding for that purpose has been initiated
or threatened by the Commission.

               (c)    The Incorporated Documents heretofore filed, when they
became effective or were filed with the Commission, as the case may be,
conformed in all material respects to the requirements of the Act or the
Exchange Act, as applicable, and the rules and regulations of the Commission
thereunder, and none of such documents contained an untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary to make the statements therein not misleading; and any further
Incorporated Documents or any further amendment or supplement thereto, when such
documents become effective or are filed with the



                                        6

Commission, as the case may be, will conform in all material respects to the
requirements of the Act or the Exchange Act, as applicable, and the rules and
regulations of the Commission thereunder and will not contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading;
provided, however, that this representation and warranty shall not apply to any
statements or omissions made in reliance upon and in conformity with information
furnished in writing to the Company by an Underwriter of Securities through the
Representatives expressly for use in the Prospectus relating to such Securities;

               (d)    Neither the Company nor any of its Subsidiaries has since
the date of the latest audited financial statements included or incorporated by
reference in the Prospectus incurred any liability or obligation, direct or
contingent, or entered into any transaction, not in the ordinary course of
business, that is material to the Company and its Subsidiaries taken as a whole,
or sustained any material loss or interference with its business from fire,
explosion, flood or other calamity, whether or not covered by insurance, or from
any labor dispute or court or governmental action, order or decree, otherwise
than as set forth or contemplated in the Preliminary Prospectus and the
Prospectus; and, since the respective dates as of which information is given in
the Preliminary Prospectus and the Prospectus, there has not been any material
change in the capital stock, or material increase in the short-term debt or
long-term debt, of the Company or any of its Subsidiaries or any material
adverse change, or any development involving, or which may reasonably be
expected to involve, a prospective material adverse change in or affecting the
condition (financial or other), business, prospects, properties, net worth,
assets or results of operations of the Company and its Subsidiaries taken as a
whole, otherwise than as set forth or contemplated in the Preliminary Prospectus
and the Prospectus;

               (e)    This Agreement has been duly authorized by the Company and
conforms in all material respects to the descriptions thereof in the Preliminary
Prospectus and the Prospectus;

               (f)    The Indenture has been duly authorized by the Company and
is the legal, valid binding obligation of the Company, enforceable against the
Company in accordance with its terms, except as such enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium or other similar
laws now or hereafter in effect relating to or affecting the enforcement of
creditors' rights generally and general principles of equity (regardless of
whether such enforcement is considered in a proceeding in equity or at law);

               (g)    The Securities have been duly authorized by the Company
and (when executed by the Company and authenticated in accordance with the
Indenture and delivered and paid for pursuant to this Agreement) will be the
legal, valid and binding obligations of the Company, enforceable against the
Company in accordance with their terms, except as such enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium or other similar
laws now or hereafter in effect relating to or affecting the enforcement of
creditors' rights generally and general principles of equity (regardless of
whether such enforcement is considered in a proceeding in equity or at law). The
Securities (when executed by the Company and authenticated in accordance with
the terms of the Indenture and delivered to and paid for by the Representatives)
will be entitled to the benefits of the Indenture (subject to the exceptions set
forth in the preceding sentence);



                                        7

               (h)    The Indenture and the Securities conform in all material
respects to the descriptions thereof in the Preliminary Prospectus and the
Prospectus.

               (i)    Each of the Company and each of its Subsidiaries that is
significant to the Company as determined by reference to item 1-02 of Regulation
S-X under the Act (the "SIGNIFICANT SUBSIDIARIES") has been duly incorporated
and is validly existing as a corporation in good standing under the laws of the
jurisdiction of its incorporation, with full power and authority (corporate and
other) to own or lease its properties and conduct its business as described in
the Prospectus, and is duly qualified to do business and is in good standing in
each jurisdiction in which the character of the business conducted by it or the
location of the properties owned or leased by it makes such qualification
necessary (except where failure to be so qualified and in good standing could
not be reasonably expected to have a material adverse effect on the Company and
its Subsidiaries taken as a whole);

               (j)    Neither the Company nor any of its Subsidiaries is, nor
with the giving of notice or lapse of time or both would be, in violation of or
in default under, nor will the execution or delivery of this Agreement or
consummation of the transactions contemplated by this Agreement result in a
violation of, or constitute a default under, the certificate of incorporation,
bylaws or other governing documents of the Company or any of its Subsidiaries,
or any agreement, indenture or other instrument to which the Company or any of
its Subsidiaries is a party or by which any of them is bound, or to which any of
their properties is subject, nor will the performance by the Company of its
obligations under this Agreement violate any law, rule, administrative
regulation or decree of any court or any governmental agency or body having
jurisdiction over the Company, its Subsidiaries or any of their properties, or
result in the creation or imposition of any lien, charge, claim or encumbrance
upon any property or asset of the Company or any of its Subsidiaries, which, in
any case described above, would be material to the Company and its Subsidiaries
taken as a whole. Except for permits and similar authorizations required under
the Act, the Trust Indenture Act, the Federal Power Act and the securities or
Blue Sky laws of certain jurisdictions, and except for such permits and
authorizations as have been obtained, no consent, approval, authorization or
order of any court, governmental agency or body or financial institution is
required in connection with the consummation of the transactions contemplated by
this Agreement;

               (k)    Except as described in the Preliminary Prospectus and the
Prospectus, there is no litigation or governmental proceeding to which the
Company or any of its Subsidiaries is a party or to which any property of the
Company or any of its Subsidiaries is subject or which is pending or, to the
knowledge of the Company, contemplated against the Company or any of its
Subsidiaries which could reasonably be expected to result in any material
adverse change in the condition (financial or other), results of operations,
business, prospects, net worth or assets of the Company and its Subsidiaries
taken as a whole;

               (l)    Neither the Company nor any Subsidiary is in violation of
any law, ordinance, governmental rule or regulation or court decree to which it
is subject which violation could reasonably be expected to have a material
adverse effect on the condition (financial or



                                        8

other), results of operations, business, prospects, net worth or assets of the
Company and its Subsidiaries taken as a whole;

               (m)    To the knowledge of the Company, the accountants who have
audited and reported upon the financial statements filed with the Commission as
part of the Registration Statement and the Prospectus, or incorporated by
reference thereto, are independent accountants as required by the Act and the
regulations thereunder. The consolidated financial statements and schedules
(including the related notes) included or incorporated by reference in the
Registration Statement and the Prospectus fairly present the consolidated
financial position, the results of operations and changes in financial condition
of the entity or entities to which such statements relate at the respective
dates and for the respective periods to which they apply. Such financial
statements have been prepared in accordance with generally accepted accounting
principles consistently applied, except as set forth in the Registration
Statement and Prospectus. The other financial and statistical information and
data set forth in the Registration Statement and the Prospectus are fairly
presented and have been prepared on a basis consistent with such financial
statements and the books and records of the entities purported to be shown
thereby;

               (n)    Except as set forth in or contemplated by the Prospectus,
the Company and each of its Subsidiaries hold all patents, licenses,
certificates and permits from governmental authorities necessary for the conduct
of its present operations (except where failure to hold such patents, licenses,
certificates and permits could not be reasonably expected to have a material
adverse effect on the Company and its Subsidiaries taken as a whole);

               (o)    The Company has not distributed and, prior to the later to
occur of (i) the Closing Date and (ii) completion of the distribution of the
Securities, will not distribute any offering material in connection with the
offering and sale of the Securities other than the Registration Statement, the
Preliminary Prospectus, the Prospectus or other materials, if any, permitted by
the Act; and

               (p)    The Company maintains a system of internal accounting
controls sufficient to provide reasonable assurances that (i) transactions are
executed in accordance with management's general or specific authorization; (ii)
transactions are recorded as necessary to permit preparation of financial
statements in conformity with generally accepted accounting principles and to
maintain accountability for assets; (iii) access to assets is permitted only in
accordance with management's general or specific authorization; and (iv) the
recorded accountability for assets is compared with existing assets at
reasonable intervals and appropriate action is taken with respect to any
differences.

               7.     INDEMNIFICATION AND CONTRIBUTION. (a) The Company will
indemnify and hold harmless each of you and each other Underwriter against any
losses, claims, damages or liabilities, joint or several, to which such
Underwriter may become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon an untrue statement or alleged untrue statement of a
material fact contained in any Preliminary Prospectus, the Registration
Statement, the Prospectus and any other prospectus relating to the Securities,
or any amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact



                                        9

required to be stated therein or necessary to make the statements therein not
misleading, and will reimburse each Underwriter for any legal or other expenses
reasonably incurred by such Underwriter in connection with investigating or
defending any such action or claim as such expenses are incurred; provided,
however, that the Company shall not be liable in any such case to the extent
that any such loss, claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission
made in any Preliminary Prospectus, any Prospectus Supplement, the Registration
Statement, the Prospectus and any other prospectus relating to the Securities,
or any amendment or supplement thereto in reliance upon and in conformity with
written information furnished to the Company by any Underwriter of Securities
through the Representatives expressly for use in the Prospectus relating to such
Securities, and provided, further, that with respect to any such untrue
statement in or omission from the Preliminary Prospectus, the indemnity
agreement contained in this Section 7(a) shall not inure to the benefit of an
Underwriter to the extent that the sale to the person asserting any such loss,
claim, damage, liability or action was an initial resale by such Underwriter and
any such loss, claim, damage, liability or action of or with respect to such
Underwriter results from the fact that both (A) to the extent required by
applicable law, a copy of the Prospectus was not sent or given to such person at
or prior to the written confirmation of the sale of such Securities to such
person and (B) the untrue statement in or omission from the Preliminary
Prospectus was corrected in the Prospectus unless, in either case, such failure
to deliver the Prospectus was a result of non-compliance by the Company.

               (b)    Each Underwriter will indemnify and hold harmless the
Company against any losses, claims, damages or liabilities to which the Company
may become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon an untrue statement or alleged untrue statement of a material fact
contained in any Preliminary Prospectus, the Registration Statement, the
Prospectus, and any other prospectus relating to the Securities, or any
amendment or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, in each case
to the extent, but only to the extent, that such untrue statement or alleged
untrue statement or omission or alleged omission was made in any Preliminary
Prospectus, the Registration Statement, the Prospectus, and any other prospectus
relating to the Securities, or any amendment or supplement thereto in reliance
upon and in conformity with written information furnished to the Company by such
Underwriter through the Representatives expressly for use therein; and will
reimburse the Company for any legal or other expenses reasonably incurred by the
Company in connection with investigating or defending any such action or claim
as such expenses are incurred.

               (c)    Promptly after receipt by an indemnified party under
subsection (a) or (b) above of notice of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made against the
indemnifying party under such subsection, notify the indemnifying party in
writing of the commencement thereof; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party otherwise than under such subsection. In case any such
action shall be brought against any indemnified party and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it shall wish,



                                       10

jointly with any other indemnifying party similarly notified, to assume the
defense thereof, with counsel satisfactory to such indemnified party (who shall
not, except with the consent of the indemnified party, be counsel to the
indemnifying party), and, after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party shall not be liable to such indemnified party under such
subsection for any legal expenses of other counsel or any other expenses, in
each case subsequently incurred by such indemnified party, in connection with
the defense thereof other than reasonable costs of investigation.

               (d)    If the indemnification provided for in this Section 7 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative benefits received by the Company on the one hand and the Underwriters
of the Securities on the other from the offering of the Securities to which such
loss, claim, damage or liability (or action in respect thereof) relates. If,
however, the allocation provided by the immediately preceding sentence is not
permitted by applicable law or if the indemnified party failed to give the
notice required under subsection (c) above, then each indemnifying party shall
contribute to such amount paid or payable by such indemnified party in such
proportion as is appropriate to reflect not only such relative benefits but also
the relative fault of the Company on the one hand and the Underwriters of the
Securities on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities (or actions in respect
thereof), as well as any other relevant equitable considerations. The relative
benefits received by the Company on the one hand and such Underwriters on the
other shall be deemed to be in the same proportion as the total net proceeds
from such offering (before deducting expenses) received by the Company bear to
the total underwriting discounts and commissions received by such Underwriters.
The relative fault shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company on the one hand or such Underwriters on the other and
the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission. The Company and the
Underwriters agree that it would not be just and equitable if contribution
pursuant to this subsection (d) were determined by pro rata allocation (even if
the Underwriters were treated as one entity for such purpose) or by any other
method of allocation which does not take account of the equitable considerations
referred to above in this subsection (d). The amount paid or payable by an
indemnified party as a result of the losses, claims, damages or liabilities (or
actions in respect thereof) referred to above in this subsection (d) shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating any claim or defending any
such action, suit, proceeding or claim. Notwithstanding the provisions of this
Section 7, no Underwriter shall be required to contribute any amount in excess
of the amount by which the total price at which the applicable Securities
underwritten by it and distributed to the public were offered to the public
exceeds the amount of any damages which such Underwriter has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. The



                                       11

obligations of the Underwriters of Securities to contribute pursuant to this
Section 7 are several in proportion to their respective underwriting obligations
with respect to such Securities and not joint.

               (e)    The obligations of the Company under this Section 7 shall
be in addition to any liability which the Company may otherwise have and shall
extend, upon the same terms and conditions, to each person, if any, who controls
any Underwriter within the meaning of the Act; and the obligations of the
Underwriters under this Section 7 shall be in addition to any liability which
the respective Underwriters may otherwise have and shall extend, upon the same
terms and conditions, to each officer and director of the Company and to each
person, if any, who controls the Company within the meaning of the Act.

               8.     CONDITIONS OF UNDERWRITERS' OBLIGATIONS. The several
obligations of the Underwriters to purchase the Securities hereunder are subject
to the following conditions:

               (a)    All filings, if any, required by Rule 424 under the Act
shall have been timely made; no stop order suspending the effectiveness of a
registration statement relating to the Securities shall have been issued and no
proceeding for that purpose shall have been instituted or, to the knowledge of
the Company or any Underwriter threatened by the Commission; and any request of
the Commission for additional information (to be included in a registration
statement or prospectus or otherwise) shall have been complied with to your
satisfaction.

               (b)    Subsequent to the effective date of this Agreement, there
shall not have occurred (i) any change, or any development involving a
prospective change, in or affecting the condition (financial or other),
business, prospects, properties, net worth or results of operations of the
Company or the Subsidiaries not contemplated by the Prospectus, which in your
reasonable opinion, as Representatives of the several Underwriters, would
materially adversely affect the market for the Securities, or (ii) any event or
development relating to or involving the Company or any officer or director of
the Company which makes any statement made in the Prospectus untrue or which, in
the opinion of the Company and its counsel or the Underwriters and their
counsel, requires the making of any addition to or change in the Prospectus in
order to state a material fact required by the Act or any other law to be stated
therein or necessary in order to make the statements therein not misleading, if
amending or supplementing the Prospectus to reflect such event or development
would, in your reasonable opinion, as Representatives of the several
Underwriters, materially adversely affect the market for the Securities.

               (c)    You shall have received on the Closing Date an opinion of
Milbank, Tweed, Hadley & McCloy LLP, counsel for the Underwriters, dated the
Closing Date, with respect to the validity of the Securities, the Indenture, the
Registration Statement, the Prospectus, and other related matters as you
reasonably may request, such counsel being able to rely on the opinion, dated
the Closing Date, given pursuant to Section 8(d), and the Company shall have
furnished to such counsel such papers and information as they request to enable
them to pass upon such matters.



                                       12

               (d)    You shall have received on the Closing Date an opinion of
Blackwell Sanders Peper Martin LLP, counsel to the Company, or the General
Counsel or Assistant General Counsel of the Company, in either case, dated the
Closing Date and addressed to you, as Representatives of the several
Underwriters, in form and substance satisfactory to you and your counsel, to the
effect that:

               (i)    The Company has been duly incorporated, is validly
existing as a corporation in good standing under the laws of the State of
Delaware, is duly qualified to transact business and is in good standing in each
jurisdiction in which the conduct of its business or its ownership or leasing of
property requires such qualification (except where the failure to be so
qualified and in good standing could not reasonably be expected to have a
material adverse effect on the Company and its Subsidiaries taken as a whole),
and has all corporate power and authority necessary to operate the businesses in
which it is engaged;

               (ii)   Each Significant Subsidiary of the Company (other than the
Company's foreign subsidiaries) has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the jurisdiction of
its incorporation;

               (iii)  The Company has full corporate power and corporate
authority to enter into and perform its obligations under this Agreement with
respect to the Securities and to issue, sell and deliver the Securities;

               (iv)   This Agreement has been duly authorized, executed and
delivered by the Company;

               (v)   The Indenture has been duly qualified under the Trust
Indenture Act and has been duly authorized, executed and delivered by the
Company and (assuming due authorization, execution and delivery by the Trustee)
constitutes a valid and binding agreement of the Company enforceable against the
Company in accordance with its terms, except that such enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium or other similar
laws now or hereafter in effect relating to creditors' rights generally and
general principles of equity (regardless of whether enforcement is sought in a
proceeding in equity or at law);

               (vi)   The order of the Federal Energy Regulatory Commission
authorizing the issuance and sale of the Securities is in effect on the Closing
Date and no other approval, authorization, consent or order of any federal,
state or local commission or governmental authority (other than under state
securities or Blue Sky laws, as to which such counsel need express no opinion)
is required for the issuance and sale of the Securities or the performance by
the Company of its other obligations under this Agreement, except such as are
specified, obtained and in effect, and the issuance and sale of the Securities
hereunder are in conformity with such approval, authorization, consent and
order;

               (vii)   After due inquiry, such counsel does not know of any
legal or governmental proceeding pending or threatened to which the Company or
its Significant



                                       13

Subsidiaries is a party or to which any of the properties of the Company is
subject that is required to be described in the Registration Statement or the
Prospectus and is not so described;

               (viii)  The statements made (A) in the Registration Statement and
the Prospectus under the captions "Description of Senior Notes" and
"_______________", (B) in the Registration Statement and the Prospectus under
the captions "Underwriting" and "Plan of Distribution" relating to the terms or
conditions of this Agreement and (C) in the Company's most recent Annual Report
on Form 10-K or Quarterly Report on Form 10-Q under the caption "Legal
Proceedings"; insofar as such statements constitute a summary of the legal
matters, documents or proceedings referred to therein, fairly present the
information called for with respect to such legal matters, documents and
proceedings;

               (ix)   The execution, delivery and performance by the Company of
this Agreement and the Indenture will not violate any provision of applicable
law that would be material to the Company and its Subsidiaries taken as a whole
or the certificate of incorporation or the bylaws of the Company or breach, or
result in a default under, any agreement filed by the Company as an exhibit with
the Commission;

               (x)    The Incorporated Documents incorporated by reference in
the Prospectus as amended or supplemented (other than the financial statements
and related schedules and the other financial information and data therein, as
to which such counsel need express no opinion), when they became effective or
were filed with the Commission, as the case may be, complied as to form in all
material respects with the requirements of the Act or the Exchange Act, as
applicable, and the rules and regulations of the Commission thereunder; and

               (xi)   The Registration Statement is effective under the Act and
no stop order suspending the effectiveness of the Registration Statement has
been issued and, to the best of such counsel's knowledge, no proceedings for
that purpose have been instituted or are pending before or contemplated by the
Commission and all filings required by Rule 424 under the Act have been made;
the Registration Statement and the Prospectus and any amendments or supplements
thereto (other than the financial statements and related schedules and the other
financial information and data therein, as to which such counsel need express no
opinion) comply as to form in all material respects with the requirements of the
Act and the Trust Indenture Act and the rules and regulations thereunder; and
they do not know of any amendment to the Registration Statement required to be
filed or any contracts or other documents of a character required to be filed as
an exhibit to the Registration Statement or required to be incorporated by
reference into the Prospectus as amended or supplemented or required to be
described in the Registration Statement or the Prospectus, the omission of which
would be material in the context of the offering of the Securities, which are
not filed or incorporated by reference or described as required.

               In addition, such counsel shall also state that they have no
reason to believe that, as of its effective date, the Registration Statement or
any amendment or supplement thereto made by the Company prior to the Closing
Date for the Securities (other than the financial statements and related
schedules and the other financial information and data therein, as to which such
counsel need express no opinion) contained an untrue statement of a material
fact or omitted to



                                       14

state a material fact necessary in order to make the statements therein, in the
light of the circumstances in which they were made, not misleading or that, as
of its date, the Preliminary Prospectus or the Prospectus (including the
Incorporated Documents) each as amended or supplemented, or any amendment or
supplement thereto made by the Company prior to the Closing Date for the
Securities (other than the financial statements and related schedules and the
other financial information and data therein, as to which such counsel need
express no opinion) contained an untrue statement of a material fact or omitted
to state a material fact necessary in order to make the statements therein, in
the light of the circumstances in which they were made, not misleading or that,
as of the Closing Date for the Securities, neither the Registration Statement
nor the Prospectus (including the Incorporated Documents) each as amended or
supplemented, or any amendment or supplement thereto made by the Company prior
to the Closing Date for the Securities (other than the financial statements and
related schedules and the other financial information and data therein, as to
which such counsel need express no opinion) contains an untrue statement of a
material fact or omits to state a material fact necessary in order to make the
statements therein, in the light of the circumstances in which they were made,
not misleading.

               In giving the foregoing opinions, such counsel may rely on the
opinions of local counsel or in-house counsel to the Company and the opinion of
Hogan & Hartson L.L.P., with respect to the opinions set forth in paragraph (vi)
above. Such counsel shall state that you and they are justified in relying on
such opinions.

               (e)    On or prior to the Closing Date (i) no downgrading shall
have occurred in the rating accorded the Company's debt securities or preference
stock by Moody's Investor Service or Standard & Poor's Rating Group and (ii)
neither Moody's Investor Service nor Standard & Poor's Rating Group shall have
publicly announced that it has under surveillance or review, with possible
negative implication, its rating of any of the Company's debt securities or
preference stock;

               (f)    On the date hereof and the Closing Date for the
Securities, the independent accountants for the Company shall have furnished to
the Representatives such letters, the first letter dated the date hereof, and,
second, a letter dated the Closing Date, both to the effect as shall be agreed
upon by the Company and the Representatives;

               (g)(i) Neither the Company nor any of the Subsidiaries shall
have sustained since the date of the latest audited financial statements
included or incorporated by reference in the Prospectus any loss or interference
with its business from fire, explosion, flood or other calamity, whether or not
covered by insurance, or from any labor dispute or court or governmental action,
order or decree, otherwise than as set forth or contemplated in the Prospectus,
and (ii) since the respective dates as of which information is given in the
Prospectus there shall not have been any material change in the capital stock,
or material increase in the short-term debt or long-term debt of the Company or
any of its Subsidiaries or any change, or any development involving or which may
reasonably be expected to involve, a prospective change in or affecting the
condition (financial or other), results of operations, business, prospects, net
worth or assets of the Company and its Subsidiaries taken as a whole, otherwise



                                       15

than as set forth or contemplated in the Prospectus, the effect of which, in any
such case described in Clause (i) or (ii) is, in the reasonable judgment of the
Representatives so material and adverse as to make it impracticable or
inadvisable to proceed with the public offering or the delivery of the
Securities on the terms and in the manner contemplated in the Prospectus;

               (h)    The Company shall have furnished or caused to be furnished
to the Representatives at the Closing Date for the Securities a certificate or
certificates of the Chief Executive Officer, President or the Chief Financial
Officer of the Company (or such other officer as is acceptable to you)
satisfactory to the Representatives as to the accuracy of the representations
and warranties of the Company herein at and as of such Closing Date, as to the
performance by the Company of all of its obligations hereunder to be performed
at or prior to such Closing Date, as to the matters set forth in subsections
(a), (g) and (i) of this Section 8 and as to such other matters as the
Representatives may reasonably request.

               (i)    The Federal Energy Regulatory Commission and any other
commission or governmental authority having jurisdiction over any of the
Company's public utility businesses shall have issued all approvals,
authorizations, consents and orders (the "REGULATORY ACTIONS") required thereby
for the issuance and sale of the Securities and the performance by the Company
of its other obligations under this Agreement, each Regulatory Action shall be
in effect, no proceedings to suspend the effectiveness of any Regulatory Actions
shall be pending or threatened, no Regulatory Action shall contain any provision
or condition that is unacceptable to the Underwriters, and the issuance and sale
of the Securities to the Underwriters shall be in conformity with each
Regulatory Action;

               (j)    The Company shall not have failed at or prior to the
Closing Date to have performed or complied with any of its agreements contained
in this Agreement and which are required to be performed or complied with by it
hereunder and thereunder at or prior to the Closing Date.

               (k)    The Company shall have furnished or caused to be furnished
to you such further certificates and documents as you shall have reasonably
requested.

               All such opinions, certificates, letters and other documents will
be in compliance with the provisions hereof only if they are reasonably
satisfactory in form and substance to you and your counsel.

               Any certificate or document signed by any officer of the Company
and delivered to you, as Representatives of the Underwriters, or to counsel for
the Underwriters, shall be deemed a representation and warranty by the Company
to each Underwriter as to the statements made therein.

               9.     EXPENSES. The Company covenants and agrees with the
several Underwriters that the Company will pay or cause to be paid the
following: (i) the fees, disbursements and expenses of the Company's counsel and
accountants in connection with the registration of the Securities under the Act
and all other expenses in connection with the preparation, printing and filing
of the Registration Statement, any Preliminary Prospectus and the



                                       16

Prospectus and amendments and supplements thereto and the mailing and delivering
of copies thereof to the Underwriters and dealers; (ii) the cost of printing or
producing any Agreement among Underwriters, this Agreement, the Indenture or any
supplement thereto any Blue Sky Memoranda and any other documents in connection
with the offering, purchase, sale and delivery of the Securities; (iii) all
expenses in connection with the qualification of the Securities for offering and
sale under state securities laws as provided in Section 5(e) hereof, including
the fees and disbursements of counsel for the Underwriters in connection with
such qualification and in connection with the Blue Sky surveys; (iv) any filing
fees incident to any required review by the National Association of Securities
Dealers, Inc. of the terms of the sale of the Securities; (v) the cost of
preparing, issuing and delivering the Securities; (vi) the fees and expenses of
any trustee and any agent of the trustee and the fees and disbursements of
counsel for any trustee in connection with the Indenture and Securities; and
(vii) all other costs and expenses incident to the performance of its
obligations hereunder which are not otherwise specifically provided for in this
Section. It is understood, however, that, except as provided in this Section,
Section 7 and Section 5(h) hereof, the Underwriters will pay all of their own
costs and expenses, including the fees of their counsel, transfer taxes on
resale of any of the Securities by them, and any advertising expenses connected
with any offers they may make.

               10.    UNDERWRITING DEFAULT.

               (a)    If any Underwriter shall default in its obligation to
purchase the Securities which it has agreed to purchase, the Representatives may
in their discretion arrange for themselves or another party or other parties to
purchase such Securities on the terms contained herein. If within thirty-six
hours after such default by any Underwriter the Representatives do not arrange
for the purchase of such Securities, then the Company shall be entitled to a
further period of thirty-six hours within which to procure another party or
other parties satisfactory to the Representatives to purchase such Securities on
such terms. In the event that, within the respective prescribed period, the
Representatives notify the Company that they have so arranged for the purchase
of such Securities, or the Company notifies the Representatives that it has so
arranged for the purchase of such Securities, the Representatives or the Company
shall have the right to postpone the Closing Date for such Securities for a
period of not more than seven days, in order to effect whatever changes may
thereby be made necessary in the Registration Statement or the Prospectus, or in
any other documents or arrangements, and the Company agrees to file promptly any
amendments or supplements to the Registration Statement or the Prospectus which
in the opinion of the Representatives may thereby be made necessary. The term
"Underwriter" as used in this Agreement shall include any person substituted
under this Section with like effect as if such person had originally been a
party to this Agreement with respect to such Securities.

               (b)    If, after giving effect to any arrangements for the
purchase of the Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above, the
aggregate principal amount of such Securities which remains unpurchased does not
exceed one-tenth of the aggregate principal amount of the Securities, then the
Company shall have the right to require each non-defaulting Underwriter to
purchase the principal amount of Securities which such Underwriter agreed to
purchase under this Agreement and, in addition, to require each non-defaulting
Underwriter to purchase its pro rata share (based on the principal amount of
Securities which such Underwriter agreed to



                                       17

purchase under this Agreement) of the Securities of such defaulting Underwriter
or Underwriters for which such arrangements have not been made; but nothing
herein shall relieve a defaulting Underwriter from liability for its default.

               (c)    If, after giving effect to any arrangements for the
purchase of the Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above, the
aggregate principal amount of Securities which remains unpurchased exceeds
one-tenth of the aggregate principal amount of the Securities, as referred to in
subsection (b) above, or if the Company shall not exercise the right described
in subsection (b) above to require non-defaulting Underwriters to purchase
Securities of a defaulting Underwriter or Underwriters, then this Agreement
shall thereupon terminate, without liability on the part of any non-defaulting
Underwriter or the Company.

               Any notice under this Section 10 may be given by telegram,
telecopy or telephone but shall be subsequently confirmed by letter.

               11.    TERMINATION OF AGREEMENT. This Agreement shall be subject
to termination in your absolute discretion, without liability on the part of any
Underwriter of the Securities by notice to the Company, if prior to the Closing
Date there shall have occurred any of the following: (i) a suspension or
material limitation in trading in securities generally on the New York Stock
Exchange; (ii) a general moratorium on commercial banking activities in New York
or Missouri declared by either federal or state authorities; or (iii) the
outbreak or escalation of hostilities or other calamity or crisis involving the
United States or the declaration by the United States of a national emergency or
war if the effect of any such event specified in this clause (iii) in the
reasonable judgment of the Representatives makes it impracticable or inadvisable
to proceed with the public offering or the delivery of the Securities on the
terms and in the manner contemplated in the Prospectus.

               12.    INFORMATION FURNISHED BY THE UNDERWRITERS. The following
statements set forth in the Prospectus Supplement under the heading
"Underwriting" constitutes the only information furnished by or on behalf of the
Underwriters through you as such information is referred to in Sections 6(b),
6(c) and 7 hereof: _________.

               13.    MISCELLANEOUS. Except as otherwise provided herein, notice
given pursuant to any provision of this Agreement shall be in writing and shall
be delivered or sent by mail, telex or facsimile transmission (i) if to the
Company, at the office of the Company at 20 West Ninth Street, Kansas City,
Missouri 64105, Attention: General Counsel (Facsimile: (816) 467-9732) or (ii)
if to you, as Representatives of the several Underwriters, care of
____________________, Attention: ______________________________ (Facsimile:
(____)_____________). Any such statements, requests, notices or agreements shall
take effect upon receipt thereof.

               This Agreement shall be binding upon, and inure solely to the
benefit of, the Underwriters, the Company and, to the extent provided in Section
7 hereof, the officers and directors of the Company and each person who controls
the Company or any Underwriter, and their respective heirs, executors,
administrators, successors and assigns, and no other person shall



                                       18

acquire or have any right under or by virtue of this Agreement. No purchaser of
any of the Securities from any Underwriter shall be deemed a successor or
assign by reason merely of such purchase.

               14.    APPLICABLE LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.

               15.    COUNTERPARTS. This Agreement may be executed by any one or
more of the parties hereto and thereto in any number of counterparts, each of
which shall be deemed to be an original, but all such respective counterparts
shall together constitute one and the same instrument.

               If the foregoing is in accordance with your understanding, please
sign and return to us ____ counterparts hereof.

                                                         Very truly yours,

                                                         AQUILA, INC.

                                                         By
                                                           --------------------
                                                           Name:
                                                           Title:

Confirmed as of the date first
above mentioned on behalf of
themselves and the other several
Underwriters named in Schedule I
hereto.
[Names of Co-Representative(s)]

As Representatives of the Several Underwriters


By:  [Lead Underwriter]

By:
    --------------------------------
    Name:

    Title:



                                       19



                                       20

                                   SCHEDULE I

                                  AQUILA, INC.



                                                            Principal Amount of
                 Underwriters                                    Securities
                 ------------                               -------------------
                                                         

                                                            $


                                                            -------------------
        Total                                               $
                                                            ===================

EX-1.(B)

                                                                    EXHIBIT 1(b)

                                 ________ SHARES

                                  AQUILA, INC.

                                  COMMON STOCK

                           FORM OF PURCHASE AGREEMENT

                                                                          [Date]

[Name(s) of Co-Representative(s)]
As Representative(s) of the several
Underwriters named in Schedule I hereto
c/o  [Name]
    [Address]

Ladies and Gentlemen:

               AQUILA, INC., a Delaware corporation (the "COMPANY"), proposes to
issue and sell an aggregate of ___________ shares (the "INITIAL SECURITIES") of
its common stock, par value $1 per share (the "COMMON STOCK"), to the several
Underwriters named in SCHEDULE I hereto (the "UNDERWRITERS"). The Company also
proposes to sell to the Underwriters, upon the terms and conditions set forth in
Section 2 hereof, up to an additional __________ shares (the "OPTION
SECURITIES") of Common Stock. The Initial Securities together with the Option
Securities shall be referred to as the "SECURITIES".

               The Company wishes to confirm as follows its agreement with you
(the "REPRESENTATIVES") and the other several Underwriters on whose behalf you
are acting, in connection with the several purchases of the Securities by the
Underwriters.

               1.     REGISTRATION STATEMENT AND PROSPECTUS. The Company has
prepared and filed with the Securities and Exchange Commission (the
"COMMISSION") in accordance with the provisions of the Securities Act of 1933,
as amended, and the rules and regulations of the Commission thereunder
(collectively, the "ACT"), a registration statement on Form S-3 under the Act
(the "REGISTRATION STATEMENT"), including a prospectus subject to completion
relating to the Securities. The term "REGISTRATION STATEMENT" as used in this
Agreement means the registration statement (including all financial schedules
and exhibits, excluding Form T-1), as supplemented or amended prior to the
execution of this Agreement. The term "PROSPECTUS" as used in this Agreement
means the prospectus in the form included in the Registration Statement, as
amended and supplemented by the prospectus supplement relating to the Securities
(the "PROSPECTUS SUPPLEMENT") in the form filed with the Commission pursuant to
Rule 424(b). The term "PRELIMINARY PROSPECTUS" as used in



this Agreement means any preliminary prospectus included in the Registration
Statement or filed with the Commission under Rule 424(a) or any preliminary
prospectus supplement to the prospectus included in the Registration Statement
and filed with the Commission under Rule 424(b) and as such prospectus or
prospectus supplement shall have been amended from time to time prior to the
date of the Prospectus. Any reference in this Agreement to, the Registration
Statement, any Preliminary Prospectus, the Prospectus Supplement or the
Prospectus shall be deemed to refer to and include the documents incorporated by
reference therein pursuant to Item 12 of Form S-3 under the Act, as of the date
of the Registration Statement, any Preliminary Prospectus, the Prospectus
Supplement or the Prospectus, as the case may be, and any reference to any
amendment or supplement to the Registration Statement, any Preliminary
Prospectus, the Prospectus Supplement or the Prospectus shall be deemed to refer
to and include any documents filed after such date under the Securities Exchange
Act of 1934, as amended (the "EXCHANGE ACT") which, upon filing, are
incorporated by reference therein, as required by paragraph (b) of Item 12 of
Form S-3. As used herein, the term "INCORPORATED DOCUMENTS" means the documents
which at the time are incorporated by reference in the Registration Statement,
any Preliminary Prospectus, the Prospectus Supplement, the Prospectus, or any
amendment or supplement thereto.

               2.     AGREEMENTS TO SELL AND PURCHASE. The Company hereby
agrees, subject to all the terms and conditions set forth herein, to issue and
sell to each Underwriter and, upon the basis of the representations, warranties
and agreements of the Company herein contained and subject to all the terms and
conditions set forth herein, each Underwriter agrees, severally and not jointly,
to purchase from the Company, at a purchase price of $______ per Share (the
"PURCHASE PRICE PER SHARE"), the number of Initial Securities set forth opposite
the name of such Underwriter in Schedule I hereto (or such number of Initial
Securities increased as set forth in Section 10 hereof).

               The Company also agrees, subject to all the terms and conditions
set forth herein, to sell to the Underwriters, and, upon the basis of the
representations, warranties and agreements of the Company herein contained and
subject to all the terms and conditions set forth herein, the Underwriters shall
have the right to purchase from the Company, at the purchase price per share,
pursuant to an option (the "OVER-ALLOTMENT OPTION") which may be exercised one
time prior to 9:00 P.M., New York City time, on the 30th day after the date of
the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday,
on the next business day thereafter when the New York Stock Exchange is open for
trading), up to an aggregate of _________ Option Securities. The Option
Securities may be purchased only for the purpose of covering over-allotments
made in connection with the offering of the Initial Securities. Upon any
exercise of the over-allotment option, each Underwriter, severally and not
jointly, agrees to purchase from the Company the number of Option Securities
(subject to such adjustments as you may determine in order to avoid fractional
shares) which bears the same proportion to the number of Option Securities to be
purchased by the Underwriters as the number of Initial Securities set forth
opposite the name of such Underwriter in Schedule I hereto (or such number of
Initial Securities increased as set forth in Section 10 hereof) bears to the
aggregate number of Initial Securities.

                                        2



               3.     TERMS OF PUBLIC OFFERING. The Company has been advised by
you that the Underwriters propose to make a public offering of their respective
portions of the applicable Securities and initially to offer the Securities upon
the terms set forth in the Prospectus.

               4.     DELIVERY OF THE SECURITIES AND PAYMENT THEREFOR. Delivery
to the Underwriters of and payment for the Initial Securities shall be made at
the office of Milbank, Tweed, Hadley & McCloy LLP, One Chase Manhattan Plaza,
New York, NY 10005, at 10:00 A.M., New York City time, on ________ (the "CLOSING
DATE"). The place of closing for the Initial Securities and the Closing Date may
be varied by agreement between you and the Company.

               Delivery to the Underwriters of and payment for any Option
Securities to be purchased by the Underwriters shall be made at the
aforementioned office of Milbank, Tweed, Hadley & McCloy LLP at such time on
such date (the "OPTION CLOSING DATE"), which may be the same as the Closing Date
but shall in no event be earlier than the Closing Date nor earlier than two nor
later than ten business days after the giving of the notice hereinafter referred
to, as shall be specified in a written notice from you on behalf of the
Underwriters to the Company of the Underwriters' determination to purchase a
number, specified in such notice, of Option Securities. The place of closing for
any Option Securities and the Option Closing Date for such Option Securities may
be varied by agreement between you and the Company.

               Certificates for the Initial Securities and for any Option
Securities to be purchased hereunder shall be registered in such names and in
such denominations as you shall request prior to 9:30 A.M., New York City time,
on the second business day preceding the Closing Date or any Option Closing
Date, as the case may be. The certificates evidencing the Initial Securities and
any Option Securities to be purchased hereunder shall be delivered to you on the
Closing Date or the Option Closing Date, as the case may be, against payment of
the purchase price therefor by wire transfer of immediately available funds.

               5.     AGREEMENTS OF THE COMPANY. The Company agrees with the
several Underwriters as follows:

               (a)    To prepare the Prospectus in relation to the Securities
in a form approved by the Representatives and to file the Prospectus Supplement
as required pursuant to Rule 424(b) under the Act not later than the
Commission's close of business on the second business day following the delivery
of the Prospectus relating to the applicable Securities or, if applicable, such
earlier time as may be required by Rule 424(b); to make no further amendment or
any supplement to the Registration Statement or Prospectus after the date of
this Agreement and prior to the Closing Date for such Securities which shall be
disapproved by the Representatives for such Securities promptly after reasonable
notice thereof; to advise the Representatives promptly of any such amendment or
supplement after such Closing Date and furnish the Representatives with copies
thereof; to file promptly all reports and any definitive proxy or information
statements required to be filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the
delivery of a prospectus is required in connection with the offering or sale of
such Securities, and during such same period to advise the

                                        3


Representatives, promptly after it receives notice thereof, of the time when any
amendment to the Registration Statement has been filed or becomes effective or
any supplement to the Prospectus or any amended Prospectus has been filed with
the Commission, of the issuance by the Commission of any stop order or of any
order preventing or suspending the use of any prospectus or registration
statement relating to the Securities, of the suspension of the qualification of
such Securities for offering or sale in any jurisdiction, of the initiation or
threatening by the Commission of any proceeding for any such purpose, or of any
request by the Commission for the amending or supplementing of the Registration
Statement or the Prospectus or for additional information; and, in the event of
the issuance of any such stop order or of any such order preventing or
suspending the use of any prospectus relating to the Securities or suspending
any such qualification, to use promptly its reasonable efforts to obtain its
withdrawal;

               (b)    The Company will furnish to each of you, and to counsel to
the Underwriters such number of copies as you may reasonably request of the
Registration Statement as originally filed with the Commission and of each
amendment and supplement thereto, including consents, financial statements and
all exhibits thereto;

               (c)    Prior to the execution and delivery of this Agreement, the
Company has delivered to you, without charge, in such quantities as you have
requested, copies of each Preliminary Prospectus. The Company consents to the
use, in accordance with the provisions of the Act and with the securities or
Blue Sky laws of the jurisdictions in which the Securities are offered by the
several Underwriters and by dealers, prior to the date of the Prospectus, of
each Preliminary Prospectus so furnished by the Company.

               (d)    As soon after the execution and delivery of this Agreement
as possible and thereafter from time to time for such period as in the opinion
of counsel for the Underwriters a prospectus is required by the Act to be
delivered in connection with sales by any Underwriter or dealer, the Company
will expeditiously deliver to each Underwriter and each dealer, without charge,
as many copies of the Prospectus (and of any amendment or supplement thereto) as
you may request. The Company consents to the use of the Prospectus and of any
amendment or supplement thereto in accordance with the provisions of the Act and
with the securities or Blue Sky laws of the jurisdictions in which the
Securities are offered by the several Underwriters and by all dealers to whom
Securities may be sold, both in connection with the offering and sale of the
Securities and for such period of time thereafter as the Prospectus is required
by the Act to be delivered in connection with sales by any Underwriter or
dealer. If during such period of time any event shall occur that in the judgment
of the Company or in the opinion of counsel for the Underwriters is required to
be set forth in the Prospectus (as then amended or supplemented) or should be
set forth therein in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, or if it is necessary
to supplement or amend the Prospectus (or to file under the Exchange Act any
document which, upon filing, becomes an Incorporated Document) in order to
comply with the Act or any other law, the Company will forthwith prepare and
file with the Commission an appropriate supplement or amendment thereto (or to
such document), and will expeditiously furnish to the Underwriters and dealers a
reasonable number of copies thereof. In the event that the Company and you, as
Representatives of the several Underwriters, agree that the Prospectus should be
amended or

                                        4


supplemented, the Company, if requested by you, will promptly issue a press
release announcing or disclosing the matters to be covered by the proposed
amendment or supplement.

               (e)    The Company will cooperate with you and with counsel for
the Underwriters in connection with the registration or qualification of the
Securities for offering and sale by the several Underwriters and by dealers
under the securities or Blue Sky laws of such jurisdictions as you may designate
and will file such consents to service of process or other documents necessary
or appropriate in order to effect such registration or qualification; provided
that in no event shall the Company be obligated to qualify to do business in any
jurisdiction where it is not now so qualified or to take any action which would
subject it to service of process in suits, other than those arising out of the
offering or sale of the Securities, in any jurisdiction where it is not now so
subject.

               (f)    The Company will make generally available to its security
holders a consolidated earnings statement, which need not be audited, covering a
twelve-month period commencing after the effective date of the Registration
Statement and ending not later than 15 months thereafter, as soon as practicable
after the end of such period, which consolidated earnings statement shall
satisfy the provisions of Section 11(a) of the Act and the rules and regulations
of the Commission thereunder (including, at the option of the Company, Rule
158).

               (g)    During the period of five years hereafter, the Company
will furnish to you (i) as soon as available, a copy of each report of the
Company mailed to stockholders or filed with the Commission, and (ii) from time
to time such other information concerning the Company as you may reasonably
request.

               (h)    If this Agreement shall terminate or shall be terminated
after execution pursuant to any provisions hereof (otherwise than pursuant to
paragraph (c) of Section 10 hereof or by notice given by you terminating this
Agreement pursuant to Section 10 hereof) or if this Agreement shall be
terminated by the Underwriters because of any failure or refusal on the part of
the Company to comply with the terms or fulfill any of the conditions of this
Agreement, the Company agrees to reimburse the Representatives for all
out-of-pocket expenses (including fees and expenses of counsel for the
Underwriters) incurred by you in connection herewith.

               (i)    The Company will apply the net proceeds from the sale of
the Securities substantially in accordance with the description set forth in the
Prospectus.

               (j)    Except as provided in this Agreement, the Company will
not, directly or indirectly, (1) offer, pledge, sell, contract to sell or
otherwise dispose of any Common Stock or any securities convertible into or
exercisable or exchangeable or exercisable for or repayable with Common Stock,
(2) sell or grant any option or contract to purchase, or purchase any option or
contract to sell, Common Stock or any securities convertible into or
exchangeable or exercisable for or repayable with Common Stock, (3) grant any
option, right or warrant for the sale of Common Stock or any securities
convertible into or exercisable or exchangeable or exercisable for or repayable
with Common Stock, (4) lend or otherwise dispose of or transfer Common Stock or
any securities convertible into or exercisable or exchangeable or exercisable
for or repayable with Common Stock, (5) request or demand that the Company file
any

                                        5


registration statement related to the Common Stock or any securities convertible
into or exercisable or exchangeable or exercisable for or repayable with Common
Stock, or (6) enter into any swap or any other agreement or any transaction that
transfers, in whole or in part, directly or indirectly, the economic consequence
of ownership of the Common Stock or any securities convertible into or
exercisable or exchangeable or exercisable for or repayable with Common Stock
(whether such swap, agreement or transaction is to be settled by delivery of
shares or other securities, in cash or otherwise), for a period of 90 days after
the date of the Prospectus Supplement, without first obtaining written consent
of the Representatives, other than any shares or options issued pursuant to
Company employee and director plans and any Company dividend, and interest
reinvestment and stock purchase plans.

               (k)    Except as stated in this Agreement and in the Preliminary
Prospectus and Prospectus, the Company has not taken, nor will it take, directly
or indirectly, any action designed to or that might reasonably be expected to
cause or result in stabilization or manipulation of the price of the Common
Stock to facilitate the sale or resale of the Securities.

               (l)    The Company will cause the shares of Common Stock which it
agrees to sell under this Agreement to be listed on the New York Stock Exchange
on or before the Closing Date and will use its best efforts to maintain such
listings on such exchange.

               6.     REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
represents and warrants to each Underwriter that:

               (a)    Each Preliminary Prospectus included as part of the
Registration Statement as originally filed or as part of any amendment or
supplement thereto, or filed pursuant to Rule 424 under the Act, complied when
so filed in all material respects with the provisions of the Act except that
this representation and warranty does not apply to statements in or omissions
from such Preliminary Prospectus made in reliance upon and in conformity with
information relating to any Underwriter furnished to the Company in writing by
or on behalf of any Underwriter through you expressly for use therein. The
Commission has not issued any order preventing or suspending the use of any
Preliminary Prospectus.

               (b)    The Company and the transactions contemplated by this
Agreement meet the requirements for using Form S-3 under the Act. The
Registration Statement in the form in which it became effective and also in such
form as it may be when any amendment thereto shall become effective and the
Prospectus when filed with the Commission under Rule 424(b) under the Act,
complied or will comply in all material respects with the provisions of the Act
and will not at any such times contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make
the statements therein (in the case of the Prospectus, in the light of the
circumstances under which they were made) not misleading, except that this
representation and warranty does not apply to statements in or omissions from
the Registration Statement or the Prospectus made in reliance upon and in
conformity with information relating to any Underwriter furnished to the Company
in writing by or on behalf of any Underwriter through you expressly for use
therein. No stop order suspending the effectiveness of such registration
statements has been issued and no proceeding for that purpose has been initiated
or threatened by the Commission.

                                        6


               (c)    The Incorporated Documents heretofore filed, when they
became effective or were filed with the Commission, as the case may be,
conformed in all material respects to the requirements of the Act or the
Exchange Act, as applicable, and the rules and regulations of the Commission
thereunder, and none of such documents contained an untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary to make the statements therein not misleading; and any further
Incorporated Documents or any further amendment or supplement thereto, when such
documents become effective or are filed with the Commission, as the case may be,
will conform in all material respects to the requirements of the Act or the
Exchange Act, as applicable, and the rules and regulations of the Commission
thereunder and will not contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements therein not misleading; provided, however, that this representation
and warranty shall not apply to any statements or omissions made in reliance
upon and in conformity with information furnished in writing to the Company by
an Underwriter of Securities through the Representatives expressly for use in
the Prospectus relating to such Securities;

               (d)    Neither the Company nor any of its subsidiaries (each, a
"SUBSIDIARY" and, collectively, the "SUBSIDIARIES") has since the date of the
latest audited financial statements included or incorporated by reference in the
Prospectus incurred any liability or obligation, direct or contingent, or
entered into any transaction, not in the ordinary course of business, that is
material to the Company and its Subsidiaries taken as a whole, or sustained any
material loss or interference with its business from fire, explosion, flood or
other calamity, whether or not covered by insurance, or from any labor dispute
or court or governmental action, order or decree, otherwise than as set forth or
contemplated in the Preliminary Prospectus and the Prospectus; and, since the
respective dates as of which information is given in the Preliminary Prospectus
and the Prospectus, there has not been any material change in the capital stock,
or material increase in the short-term debt or long-term debt, of the Company or
any of its Subsidiaries or any material adverse change, or any development
involving, or which may reasonably be expected to involve, a prospective
material adverse change in or affecting the condition (financial or other),
business, prospects, properties, net worth, assets or results of operations of
the Company and its Subsidiaries taken as a whole, otherwise than as set forth
or contemplated in the Preliminary Prospectus and the Prospectus;

               (e)    This Agreement has been duly authorized by the Company and
conforms in all material respects to the descriptions thereof in the Preliminary
Prospectus and the Prospectus;

               (f)    The Securities have been duly authorized by the Company
and, upon issuance and delivery and payment therefor in the manner described
herein, will be validly issued, fully paid and nonassessable. The Securities
conform to the descriptions thereof in the Preliminary Prospectus and the
Prospectus. There are no preemptive or other rights to subscribe for or to
purchase, or any restriction upon the transfer of, any shares of the Company's
capital stock, including the Securities when issued, pursuant to the Company's
certificate of incorporation, bylaws or other governing documents or any
agreement or other instrument to which the Company or any of its Subsidiaries is
a party or by which it may be bound. Neither the filing of the Registration
Statement nor the offering or sale of the Securities as contemplated

                                        7


by this Agreement gives rise to any rights, other than those which have been
waived or satisfied, for or relating to the registration of any shares of the
Company's capital stock;

               (g)    Each of the Company and each of its Subsidiaries that is
significant to the Company as determined by reference to item 1-02 of Regulation
S-X under the Act (the "SIGNIFICANT SUBSIDIARIES") has been duly incorporated
and is validly existing as a corporation in good standing under the laws of the
jurisdiction of its incorporation, with full power and authority (corporate and
other) to own or lease its properties and conduct its business as described in
the Prospectus, and is duly qualified to do business and is in good standing in
each jurisdiction in which the character of the business conducted by it or the
location of the properties owned or leased by it makes such qualification
necessary (except where failure to be so qualified and in good standing could
not be reasonably expected to have a material adverse effect on the Company and
its Subsidiaries taken as a whole). All of the outstanding shares of capital
stock of the Company, and all of the outstanding shares of capital stock of each
Significant Subsidiary, have been duly authorized and validly issued, are fully
paid and nonassessable. All of the outstanding shares of capital stock of each
Significant Subsidiary that are owned directly or indirectly by the Company are
owned free and clear of any claim, lien, encumbrance or security interest except
as otherwise disclosed in writing to the Representatives;

               (h)    Neither the Company nor any of its Subsidiaries is, nor
with the giving of notice or lapse of time or both would be, in violation of or
in default under, nor will the execution or delivery of this Agreement or
consummation of the transactions contemplated by this Agreement result in a
violation of, or constitute a default under, the certificate of incorporation,
bylaws or other governing documents of the Company or any of its Subsidiaries,
or any agreement, indenture or other instrument to which the Company or any of
its Subsidiaries is a party or by which any of them is bound, or to which any of
their properties is subject, nor will the performance by the Company of its
obligations under this Agreement violate any law, rule, administrative
regulation or decree of any court or any governmental agency or body having
jurisdiction over the Company, its Subsidiaries or any of their properties, or
result in the creation or imposition of any lien, charge, claim or encumbrance
upon any property or asset of the Company or any of its Subsidiaries, which, in
any case described above, would be material to the Company and its Subsidiaries
taken as a whole. Except for permits and similar authorizations required under
the Act, the Federal Power Act and the securities or Blue Sky laws of certain
jurisdictions, and except for such permits and authorizations as have been
obtained, no consent, approval, authorization or order of any court,
governmental agency or body or financial institution is required in connection
with the consummation of the transactions contemplated by this Agreement;

               (i)    Except as described in the Preliminary Prospectus and the
Prospectus, there is no litigation or governmental proceeding to which the
Company or any of its Subsidiaries is a party or to which any property of the
Company or any of its Subsidiaries is subject or which is pending or, to the
knowledge of the Company, contemplated against the Company or any of its
Subsidiaries which could reasonably be expected to result in any material
adverse change in the condition (financial or other), results of operations,
business, prospects, net worth or assets of the Company and its Subsidiaries
taken as a whole;

                                        8


               (j)    Neither the Company nor any Subsidiary is in violation of
any law, ordinance, governmental rule or regulation or court decree to which it
is subject which violation could reasonably be expected to have a material
adverse effect on the condition (financial or other), results of operations,
business, prospects, net worth or assets of the Company and its Subsidiaries
taken as a whole;

               (k)    To the knowledge of the Company, the accountants who have
audited and reported upon the financial statements filed with the Commission as
part of the Registration Statement and the Prospectus, or incorporated by
reference thereto are independent accountants as required by the Act and the
regulations thereunder. The consolidated financial statements and schedules
(including the related notes) included or incorporated by reference in the
Registration Statement and the Prospectus fairly present the consolidated
financial position, the results of operations and changes in financial condition
of the entity or entities to which such statements relate at the respective
dates and for the respective periods to which they apply. Such financial
statements have been prepared in accordance with generally accepted accounting
principles consistently applied, except as set forth in the Registration
Statement and Prospectus. The other financial and statistical information and
data set forth in the Registration Statement and the Prospectus are fairly
presented and have been prepared on a basis consistent with such financial
statements and the books and records of the entities purported to be shown
thereby;

               (l)    Except as set forth in or contemplated by the Prospectus,
the Company and each of its Subsidiaries hold all patents, licenses,
certificates and permits from governmental authorities necessary for the conduct
of its present operations (except where failure to hold such patents, licenses,
certificates and permits could not be reasonably expected to have a material
adverse effect on the Company and its Subsidiaries taken as a whole);

               (m)    The Company has not distributed and, prior to the later to
occur of (i) the Closing Date and (ii) completion of the distribution of the
Securities, will not distribute any offering material in connection with the
offering and sale of the Securities other than the Registration Statement, the
Preliminary Prospectus, the Prospectus or other materials, if any, permitted by
the Act; and

               (n)    The Company maintains a system of internal accounting
controls sufficient to provide reasonable assurances that (i) transactions are
executed in accordance with management's general or specific authorization; (ii)
transactions are recorded as necessary to permit preparation of financial
statements in conformity with generally accepted accounting principles and to
maintain accountability for assets; (iii) access to assets is permitted only in
accordance with management's general or specific authorization; and (iv) the
recorded accountability for assets is compared with existing assets at
reasonable intervals and appropriate action is taken with respect to any
differences.

               7.     INDEMNIFICATION AND CONTRIBUTION.

               (a)    The Company will indemnify and hold harmless each of you
and each other Underwriter against any losses, claims, damages or liabilities,
joint or several, to which such Underwriter may become subject, under the Act or
otherwise, insofar as such losses, claims,

                                        9


damages or liabilities (or actions in respect thereof) arise out of or are based
upon an untrue statement or alleged untrue statement of a material fact
contained in any Preliminary Prospectus, the Registration Statement, the
Prospectus and any other prospectus relating to the Securities, or any amendment
or supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and will reimburse each
Underwriter for any legal or other expenses reasonably incurred by such
Underwriter in connection with investigating or defending any such action or
claim as such expenses are incurred; provided, however, that the Company shall
not be liable in any such case to the extent that any such loss, claim, damage
or liability arises out of or is based upon an untrue statement or alleged
untrue statement or omission or alleged omission made in any Preliminary
Prospectus, any Prospectus Supplement, the Registration Statement, the
Prospectus and any other prospectus relating to the Securities, or any amendment
or supplement thereto in reliance upon and in conformity with written
information furnished to the Company by any Underwriter of Securities through
the Representatives expressly for use in the Prospectus relating to such
Securities, and provided, further, that with respect to any such untrue
statement in or omission from the Preliminary Prospectus, the indemnity
agreement contained in this Section 7(a) shall not inure to the benefit of an
Underwriter to the extent that the sale to the person asserting any such loss,
claim, damage, liability or action was an initial resale by such Underwriter and
any such loss, claim, damage, liability or action of or with respect to such
Underwriter results from the fact that both (A) to the extent required by
applicable law, a copy of the Prospectus was not sent or given to such person at
or prior to the written confirmation of the sale of such Securities to such
person and (B) the untrue statement in or omission from the Preliminary
Prospectus was corrected in the Prospectus unless, in either case, such failure
to deliver the Prospectus was a result of non-compliance by the Company.

               (b)    Each Underwriter will indemnify and hold harmless the
Company against any losses, claims, damages or liabilities to which the Company
may become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon an untrue statement or alleged untrue statement of a material fact
contained in any Preliminary Prospectus, the Registration Statement, the
Prospectus, and any other prospectus relating to the Securities, or any
amendment or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, in each case
to the extent, but only to the extent, that such untrue statement or alleged
untrue statement or omission or alleged omission was made in any Preliminary
Prospectus, the Registration Statement, the Prospectus, and any other prospectus
relating to the Securities, or any amendment or supplement thereto in reliance
upon and in conformity with written information furnished to the Company by such
Underwriter through the Representatives expressly for use therein; and will
reimburse the Company for any legal or other expenses reasonably incurred by the
Company in connection with investigating or defending any such action or claim
as such expenses are incurred.

               (c)    Promptly after receipt by an indemnified party under
subsection (a) or (b) above of notice of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made against the
indemnifying party under such subsection, notify the

                                       10


indemnifying party in writing of the commencement thereof; but the omission so
to notify the indemnifying party shall not relieve it from any liability which
it may have to any indemnified party otherwise than under such subsection. In
case any such action shall be brought against any indemnified party and it shall
notify the indemnifying party of the commencement thereof, the indemnifying
party shall be entitled to participate therein and, to the extent that it shall
wish, jointly with any other indemnifying party similarly notified, to assume
the defense thereof, with counsel satisfactory to such indemnified party (who
shall not, except with the consent of the indemnified party, be counsel to the
indemnifying party), and, after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party shall not be liable to such indemnified party under such
subsection for any legal expenses of other counsel or any other expenses, in
each case subsequently incurred by such indemnified party, in connection with
the defense thereof other than reasonable costs of investigation.

               (d)    If the indemnification provided for in this Section 7 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative benefits received by the Company on the one hand and the Underwriters
of the Securities on the other from the offering of the Securities to which such
loss, claim, damage or liability (or action in respect thereof) relates. If,
however, the allocation provided by the immediately preceding sentence is not
permitted by applicable law or if the indemnified party failed to give the
notice required under subsection (c) above, then each indemnifying party shall
contribute to such amount paid or payable by such indemnified party in such
proportion as is appropriate to reflect not only such relative benefits but also
the relative fault of the Company on the one hand and the Underwriters of the
Securities on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities (or actions in respect
thereof), as well as any other relevant equitable considerations. The relative
benefits received by the Company on the one hand and such Underwriters on the
other shall be deemed to be in the same proportion as the total net proceeds
from such offering (before deducting expenses) received by the Company bear to
the total underwriting discounts and commissions received by such Underwriters.
The relative fault shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company on the one hand or such Underwriters on the other and
the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission. The Company and the
Underwriters agree that it would not be just and equitable if contribution
pursuant to this subsection (d) were determined by pro rata allocation (even if
the Underwriters were treated as one entity for such purpose) or by any other
method of allocation which does not take account of the equitable considerations
referred to above in this subsection (d). The amount paid or payable by an
indemnified party as a result of the losses, claims, damages or liabilities (or
actions in respect thereof) referred to above in this subsection (d) shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating any claim or defending any
such action, suit, proceeding or claim. Notwithstanding the provisions of this
Section 7, no Underwriter shall be required to contribute any amount in excess
of the amount by which the total price at which the

                                       11


applicable Securities underwritten by it and distributed to the public were
offered to the public exceeds the amount of any damages which such Underwriter
has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The obligations of the Underwriters of Securities to
contribute pursuant to this Section 7 are several in proportion to their
respective underwriting obligations with respect to such Securities and not
joint.

               (e)    The obligations of the Company under this Section 7 shall
be in addition to any liability which the Company may otherwise have and shall
extend, upon the same terms and conditions, to each person, if any, who controls
any Underwriter within the meaning of the Act; and the obligations of the
Underwriters under this Section 7 shall be in addition to any liability which
the respective Underwriters may otherwise have and shall extend, upon the same
terms and conditions, to each officer and director of the Company and to each
person, if any, who controls the Company within the meaning of the Act.

               8.     CONDITIONS OF UNDERWRITERS' OBLIGATIONS. The several
obligations of the Underwriters to purchase the Initial Securities hereunder are
subject to the following conditions:

               (a)    All filings, if any, required by Rule 424 under the Act
shall have been timely made; no stop order suspending the effectiveness of a
registration statement relating to the Securities shall have been issued and no
proceeding for that purpose shall have been instituted or, to the knowledge of
the Company or any Underwriter threatened by the Commission; and any request of
the Commission for additional information (to be included in a registration
statement or prospectus or otherwise) shall have been complied with to your
satisfaction.

               (b)    Subsequent to the effective date of this Agreement, there
shall not have occurred (i) any change, or any development involving a
prospective change, in or affecting the condition (financial or other),
business, prospects, properties, net worth or results of operations of the
Company or the Subsidiaries not contemplated by the Prospectus, which in your
reasonable opinion, as Representatives of the several Underwriters, would
materially adversely affect the market for the Securities, or (ii) any event or
development relating to or involving the Company or any officer or director of
the Company which makes any statement made in the Prospectus untrue or which, in
the opinion of the Company and its counsel or the Underwriters and their
counsel, requires the making of any addition to or change in the Prospectus in
order to state a material fact required by the Act or any other law to be stated
therein or necessary in order to make the statements therein not misleading, if
amending or supplementing the Prospectus to reflect such event or development
would, in your reasonable opinion, as Representatives of the several
Underwriters, materially adversely affect the market for the Securities.

               (c)    You shall have received on the Closing Date an opinion of
Milbank, Tweed, Hadley & McCloy LLP, counsel for the Underwriters, dated the
Closing Date, with respect to the validity of the Securities, the Registration
Statement, the Prospectus, and other related matters as

                                       12


you reasonably may request, such counsel being able to rely on the opinion,
dated the Closing Date or the Option Closing Date, as the case may be given
pursuant to Section 8(d) and the Company shall have furnished to such counsel
such papers and information as they request to enable them to pass upon such
matters.

               (d)    You shall have received on the Closing Date an opinion of
Blackwell Sanders Peper Martin LLP, counsel for the Company or the General
Counsel or Assistant General Counsel of the Company, in either case dated the
Closing Date and addressed to you, as Representatives of the several
Underwriters, in form and substance satisfactory to you and your counsel, to the
effect that:

               (i)    The Company has been duly incorporated, is validly
existing as a corporation in good standing under the laws of the State of
Delaware, is duly qualified to transact business and is in good standing in each
jurisdiction in which the conduct of its business or its ownership or leasing of
property requires such qualification (except where the failure to be so
qualified and in good standing could not reasonably be expected to have a
material adverse effect on the Company and its Subsidiaries taken as a whole,
and has all corporate power and authority necessary to operate the businesses in
which it is engaged;

               (ii)   Each Significant Subsidiary of the Company (other than the
Company's foreign subsidiaries) has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the jurisdiction of
its incorporation;

               (iii)  The Company has full corporate power and corporate
authority to enter into and perform its obligations under this Agreement with
respect to the Securities and to issue, sell and deliver the Securities;

               (iv)   This Agreement has been duly authorized, executed and
delivered by the Company;

               (v)    There are no preemptive or other rights to subscribe for
or to purchase, or any restriction upon the transfer of, any shares of the
Company's Common Stock, including the Securities when issued, pursuant to the
Company's certificate of incorporation, bylaws, or any agreement or other
instrument filed by the Company as an exhibit with the Commission and neither
the filing of the Registration Statement nor the offering or sale of the
Securities as contemplated by this Agreement gives rise to any rights, other
than those which have been waived or satisfied, for or relating to the
registration of any shares of the Company's Common Stock under the Company's
certificate of incorporation, bylaws or any agreement or other instrument
binding on the Company filed as an exhibit with the Commission;

               (vi)   The Securities have been duly authorized, and, when
delivered in accordance with the terms of this Agreement will be validly issued,
fully paid and nonassessable;

               (vii)  The order of the Federal Energy Regulatory Commission
authorizing the issuance and sale of the Securities is in effect on the Closing
Date and no other approval, authorization, consent or order of any federal,
state or local commission or governmental

                                       13


authority (other than under state securities or Blue Sky laws, as to which such
counsel need express no opinion) is required for the issuance and sale of the
Securities or the performance by the Company of its other obligations under this
Agreement, except such as are specified, obtained and in effect, and the
issuance and sale of the Securities hereunder are in conformity with such
approval, authorization, consent and order; (viii) After due inquiry, such
counsel does not know of any legal or governmental proceeding pending or
threatened to which the Company or its Significant Subsidiaries is a party or to
which any of the properties of the Company is subject that is required to be
described in the Registration Statement or the Prospectus and is not so
described;

               (ix)   The statements made (A) in the Registration Statement and
the Prospectus under the captions "Description of Common Stock" and "_____" (B)
in the Registration Statement and the Prospectus relating to the terms or
conditions of this Agreement and (C) in the Company's most recent Annual Report
on Form 10-K or Quarterly Report on Form 10-Q under the caption "Legal
Proceedings"; insofar as such statements constitute a summary of the legal
matters, documents or proceedings referred to therein, fairly present the
information called for with respect to such legal matters, documents and
proceedings;

               (x)    The execution, delivery and performance by the Company of
this Agreement will not violate any provision of applicable law that would be
material to the Company and its Subsidiaries taken as a whole or the certificate
of incorporation or the bylaws of the Company or breach, or result in a default
under, any agreement filed by the Company as an exhibit with the Commission;

               (xi)   The authorized capital stock of the Company conforms as to
legal matters to the description thereof contained in the Prospectus;

               (xii)  The Incorporated Documents incorporated by reference in
the Prospectus, as amended or supplemented, (other than the financial statements
and related schedules and the other financial information and data therein, as
to which such counsel need express no opinion), when they became effective or
were filed with the Commission, as the case may be, complied as to form in all
material respects with the requirements of the Act or the Exchange Act, as
applicable, and the rules and regulations of the Commission thereunder; and

               (xiii)  The Registration Statement is effective under the Act and
no stop order suspending the effectiveness of the Registration Statement has
been issued and, to the best of such counsel's knowledge, no proceedings for
that purpose have been instituted or are pending before or contemplated by the
Commission and all filings required by Rule 424 under the Act have been made;
the Registration Statement and the Prospectus and any amendments or supplements
thereto (other than the financial statements and related schedules and the other
financial information and data therein, as to which such counsel need express no
opinion) comply as to form in all material respects with the requirements of the
Act and the rules and regulations thereunder; and they do not know of any
amendment to the Registration Statement required to be filed or any contracts or
other documents of a character required to be filed as an exhibit to the
Registration Statement or required to be incorporated by reference into the
Prospectus as amended or supplemented or required to be described in the
Registration

                                       14


Statement or the Prospectus, the omission of which would be material in the
context of the offering of the Securities, which are not filed or incorporated
by reference or described as required.

               In addition, such counsel shall also state that they have no
reason to believe that, as of its effective date, the Registration Statement or
any amendment or supplement thereto made by the Company prior to the Closing
Date for the Securities (other than the financial statements and related
schedules and the other financial information and data therein, as to which such
counsel need express no opinion) contained an untrue statement of a material
fact or omitted to state a material fact necessary in order to make the
statements therein, in the light of the circumstances in which they were made,
not misleading or that, as of its date, the Preliminary Prospectus or the
Prospectus (including the Incorporated Documents) each as amended or
supplemented, or any amendment or supplement thereto made by the Company prior
to the Closing Date for the Securities (other than the financial statements and
related schedules and the other financial information and data therein, as to
which such counsel need express no opinion) contained an untrue statement of a
material fact or omitted to state a material fact necessary in order to make the
statements therein, in the light of the circumstances in which they were made,
not misleading or that, as of the Closing Date for the Securities, neither the
Registration Statement nor the Prospectus (including the Incorporated Documents)
each as amended or supplemented, or any amendment or supplement thereto made by
the Company prior to the Closing Date for the Securities (other than the
financial statements and related schedules and the other financial information
and data therein, as to which such counsel need express no opinion) contains an
untrue statement of a material fact or omits to state a material fact necessary
in order to make the statements therein, in the light of the circumstances in
which they were made, not misleading.

               In giving the foregoing opinions, such counsel may rely on the
opinions of local counsel or in-house counsel to the Company and the opinion of
Hogan & Hartson L.L.P., with respect to the opinion set forth in paragraph (vii)
above. Such counsel shall state that you and they are justified in relying on
such opinions.

               (e)    On or prior to the Closing Date (i) no downgrading shall
have occurred in the rating accorded the Company's debt securities or preference
stock by Moody's Investor Service or Standard & Poor's Ratings Group and (ii)
neither Moody's Investor Service nor Standard & Poor's Ratings Group shall have
publicly announced that it has under surveillance or review, with possible
negative implication, its rating of any of the Company's debt securities or
preference stock;

               (f)    On the date hereof and the Closing Date for the
Securities, the independent accountants for the Company shall have furnished to
the Representatives such letters, the first letter dated the date hereof,
and, second, a letter dated the Closing Date, both to the effect as shall be
agreed upon by the Company and the Representatives;

               (g)(i) Neither the Company nor any of the Subsidiaries shall
have sustained since the date of the latest audited financial statements
included or incorporated by reference in

                                       15


the Prospectus any loss or interference with its business from fire, explosion,
flood or other calamity, whether or not covered by insurance, or from any labor
dispute or court or governmental action, order or decree, otherwise than as set
forth or contemplated in the Prospectus, and (ii) since the respective dates as
of which information is given in the Prospectus there shall not have been any
material change in the capital stock, or material increase in the short-term
debt or long-term debt of the Company or any of its Subsidiaries or any change,
or any development involving or which may reasonably be expected to involve, a
prospective change in or affecting the condition (financial or other), results
of operations, business, prospects, net worth or assets of the Company and its
Subsidiaries taken as a whole, otherwise than as set forth or contemplated in
the Prospectus, the effect of which, in any such case described in Clause (i) or
(ii) is, in the reasonable judgment of the Representatives so material and
adverse as to make it impracticable or inadvisable to proceed with the public
offering or the delivery of the Securities on the terms and in the manner
contemplated in the Prospectus;

               (h)    The Company shall have furnished or caused to be furnished
to the Representatives at the Closing Date for the Securities a certificate or
certificates of the Chief Executive Officer, President or the Chief Financial
Officer of the Company (or such other officer as is acceptable to you)
satisfactory to the Representatives as to the accuracy of the representations
and warranties of the Company herein at and as of such Closing Date, as to the
performance by the Company of all of its obligations hereunder to be performed
at or prior to such Closing Date, as to the matters set forth in subsections
(a), (g) and (i) of this Section 8 and as to such other matters as the
Representatives may reasonably request.

               (i)    The Federal Energy Regulatory Commission and any other
commission or governmental authority having jurisdiction over any of the
Company's public utility businesses shall have issued all approvals,
authorizations, consents and orders (the "REGULATORY ACTIONS") required thereby
for the issuance and sale of the Securities and the performance by the Company
of its other obligations under this Agreement, each Regulatory Action shall be
in effect, no proceedings to suspend the effectiveness of any Regulatory Actions
shall be pending or threatened, no Regulatory Action shall contain any provision
or condition that is unacceptable to the Underwriters, and the issuance and sale
of the Securities to the Underwriters shall be in conformity with each
Regulatory Action;

               (j)    The Company shall not have failed at or prior to the
Closing Date to have performed or complied with any of its agreements contained
in this Agreement and which are required to be performed or complied with by it
hereunder and thereunder at or prior to the Closing Date.

               (k)    The Securities shall have been approved for listing, and
the Company will use its best efforts to maintain its listing, on the New York
Stock Exchange.

               (l)    The Company shall have furnished or caused to be furnished
to you such further certificates and documents as you shall have reasonably
requested.

                                       16


               All such opinions, certificates, letters and other documents will
be in compliance with the provisions hereof only if they are reasonably
satisfactory in form and substance to you and your counsel.

               Any certificate or document signed by any officer of the Company
and delivered to you, as Representatives of the Underwriters, or to counsel for
the Underwriters, shall be deemed a representation and warranty by the Company
to each Underwriter as to the statements made therein.

               The several obligations of the Underwriters to purchase Option
Securities hereunder are subject to the satisfaction on and as of any Option
Closing Date of the conditions set forth in this Section 8, except that, if any
Option Closing Date is other than the Closing Date, the certificates, opinions
and letters referred to in paragraphs (c), (d) and (f) shall be dated the Option
Closing Date in question and revised to reflect the sale of Option Securities.

               9.     EXPENSES. The Company covenants and agrees with the
several Underwriters that the Company will pay or cause to be paid the
following: (i) the fees, disbursements and expenses of the Company's counsel and
accountants in connection with the registration of the Securities under the Act
and all other expenses in connection with the preparation, printing and filing
of the Registration Statement, any Preliminary Prospectus and the Prospectus and
amendments and supplements thereto and the mailing and delivering of copies
thereof to the Underwriters and dealers; (ii) the cost of printing or producing
any Agreement among Underwriters, this Agreement, any Blue Sky Memoranda and any
other documents in connection with the offering, purchase, sale and delivery of
the Securities; (iii) all expenses in connection with the qualification of the
Securities for offering and sale under state securities laws as provided in
Section 5(e) hereof, including the fees and disbursements of counsel for the
Underwriters in connection with such qualification and in connection with the
Blue Sky surveys; (iv) any filing fees incident to any required review by the
National Association of Securities Dealers, Inc. of the terms of the sale of the
Securities; (v) the cost of preparing, issuing and delivering the Securities;
(vi) the fees and expenses of any transfer agent and registrant for the
Securities; and (vii) all other costs and expenses incident to the performance
of its obligations hereunder which are not otherwise specifically provided for
in this Section. It is understood, however, that, except as provided in this
Section, Section 7 and Section 5(h) hereof, the Underwriters will pay all of
their own costs and expenses, including the fees of their counsel, transfer
taxes on resale of any of the Securities by them, and any advertising expenses
connected with any offers they may make.

               10.    UNDERWRITING DEFAULT.

               (a)    If any Underwriter shall default in its obligation to
purchase the Securities which it has agreed to purchase, the Representatives may
in their discretion arrange for themselves or another party or other parties to
purchase such Securities on the terms contained herein. If within thirty-six
hours after such default by any Underwriter the Representatives do not arrange
for the purchase of such Securities, then the Company shall be entitled to a
further period of thirty-six hours within which to procure another party or
other parties satisfactory to the Representatives to purchase such Securities on
such terms. In the event that, within the

                                       17


respective prescribed period, the Representatives notify the Company that they
have so arranged for the purchase of such Securities, or the Company notifies
the Representatives that it has so arranged for the purchase of such Securities,
the Representatives or the Company shall have the right to postpone the Closing
Date for such Securities for a period of not more than seven days, in order to
effect whatever changes may thereby be made necessary in the Registration
Statement or the Prospectus, or in any other documents or arrangements, and the
Company agrees to file promptly any amendments or supplements to the
Registration Statement or the Prospectus which in the opinion of the
Representatives may thereby be made necessary. The term "Underwriter" as used in
this Agreement shall include any person substituted under this Section with like
effect as if such person had originally been a party to this Agreement with
respect to such Securities.

               (b)    If, after giving effect to any arrangements for the
purchase of the Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above, the
aggregate principal amount of such Securities which remains unpurchased does not
exceed one-tenth of the aggregate principal amount of the Securities, then the
Company shall have the right to require each non-defaulting Underwriter to
purchase the principal amount of Securities which such Underwriter agreed to
purchase under this Agreement and, in addition, to require each non-defaulting
Underwriter to purchase its pro rata share (based on the principal amount of
Securities which such Underwriter agreed to purchase under this Agreement) of
the Securities of such defaulting Underwriter or Underwriters for which such
arrangements have not been made; but nothing herein shall relieve a defaulting
Underwriter from liability for its default.

               (c)    If, after giving effect to any arrangements for the
purchase of the Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above, the
aggregate principal amount of Securities which remains unpurchased exceeds
one-tenth of the aggregate principal amount of the Securities, as referred to in
subsection (b) above, or if the Company shall not exercise the right described
in subsection (b) above to require non-defaulting Underwriters to purchase
Securities of a defaulting Underwriter or Underwriters, then this Agreement
shall thereupon terminate, without liability on the part of any non-defaulting
Underwriter or the Company.

               Any notice under this Section 10 may be given by telegram,
telecopy or telephone but shall be subsequently confirmed by letter.

               11.    TERMINATION OF AGREEMENT. This Agreement shall be subject
to termination in your absolute discretion, without liability on the part of any
Underwriter of the Securities by notice to the Company, if prior to the Closing
Date or any Option Closing Date (if different from the Closing Date and then
only as to the Option Securities), as the case may be, there shall have occurred
any of the following: (i) a suspension or limitation in trading in securities
generally on the New York Stock Exchange; (ii) a general moratorium on
commercial banking activities in New York or Missouri declared by either federal
or state authorities; or (iii) the outbreak or escalation of hostilities or
other calamity or crisis involving the United States or the declaration by the
United States of a national emergency or war if the effect of any such event
specified in this clause (iii) in the reasonable judgment of the Representatives
makes it

                                       18


impracticable or inadvisable to proceed with the public offering or the
delivery of the Securities on the terms and in the manner contemplated in the
Prospectus.

               12.    INFORMATION FURNISHED BY THE UNDERWRITERS. The following
statements set forth in the Prospectus Supplement under the heading
"Underwriting" constitutes the only information furnished by or on behalf of the
Underwriters through you as such information is referred to in Sections 6(b),
6(c) and 7 hereof: ___________.

               13.    MISCELLANEOUS. Except as otherwise provided herein, notice
given pursuant to any provision of this Agreement shall be in writing and shall
be delivered or sent by mail, telex or facsimile transmission (i) if to the
Company, at the office of the Company at 20 West Ninth Street, Kansas City,
Missouri 64105, Attention: General Counsel (Facsimile: (816) 467-9732) or (ii)
if to you, as Representatives of the several Underwriters, care of
_____________, Attention: ______________ (Facsimile: (___) ________). Any such
statements, requests, notices or agreements shall take effect upon receipt
thereof.

               This Agreement shall be binding upon, and inure solely to the
benefit of, the Underwriters, the Company and, to the extent provided in Section
7 hereof, the officers and directors of the Company and each person who controls
the Company or any Underwriter, and their respective heirs, executors,
administrators, successors and assigns, and no other person shall acquire or
have any right under or by virtue of this Agreement. No purchaser of any of the
Securities from any Underwriter shall be deemed a successor or assign by reason
merely of such purchase.

               14.    APPLICABLE LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.

               15.    COUNTERPARTS. This Agreement may be executed by any one or
more of the parties hereto and thereto in any number of counterparts, each of
which shall be deemed to be an original, but all such respective counterparts
shall together constitute one and the same instrument.

               If the foregoing is in accordance with your understanding, please
sign and return to us _____ counterparts hereof.

                                      Very truly yours,

                                      AQUILA, INC.

                                      By:
                                          -------------------------------------
                                      Name:
                                      Title:

                                       19


Confirmed as of the date first
above mentioned on behalf of
themselves and the other several
Underwriters named in Schedule I
hereto.

[Names of Co-Representative(s)]

As Representatives of the Several Underwriters

By:  [Lead Underwriter]

By:
   ---------------------------------
      Name:
      Title:

                                       20


                                   SCHEDULE I

                                  AQUILA, INC.

                    NUMBER OF UNDERWRITERS INITIAL SECURITIES


                                                   ----------------------------
                                           Total===============================

                                       21

EX-5

                                    EXHIBIT 5
                                  LEGAL OPINION

                          Opinion of Christopher Reitz

                                  May 10, 2002

Aquila, Inc.
20 West 9th Street
Kansas City, Missouri 64105

Ladies and Gentlemen:

     I have acted as counsel to Aquila, Inc., a Delaware corporation (the
"Company") in connection with its filing of a Registration Statement on Form S-3
(the "Registration Statement") with the Securities and Exchange Commission under
the Securities Act of 1933, as amended (the "Act"), for the purpose of
registering up to $1,000,000,000 aggregate offering price of the following
securities to be offered from time to time by the Company on the terms to be
determined at the time of the offering: (i) Common Stock, par value $1.00, of
the Company (the "Common Stock"); (ii) Senior Notes of the Company (the "Senior
Notes"); and (iii) contracts to purchase shares of Common Stock ("Stock Purchase
Contracts") and/or units, each comprised of a Stock Purchase Contract and either
Senior Notes or debt obligations of third parties (including U.S. Treasury
securities), in either case pledged to secure the holder's obligations to
purchase Common Stock under the Stock Purchase Contract (the "Stock Purchase
Units" and, together with the foregoing securities, the "Securities").

     I am familiar with the proceedings to date with respect to such proposed
sale and have examined such records, documents and matters of law and satisfied
myself as to such matters of fact as I have considered relevant for the purposes
of this opinion.

     On the basis of such examination, I am of the opinion that, when the
Registration Statement, as it may be amended, has become effective under the
Securities Act:

     1.   The Common Stock, which has been duly authorized, will be validly
issued, fully paid, and nonassessable at such time as: (i) the terms of the
issuance and sale of the Common Stock have been duly authorized by appropriate
action of the Company; and (ii) the Common Stock has been duly issued and sold
as contemplated by the Registration Statement and any prospectus supplement
relating thereto.

     2.   The Senior Notes will be valid and legally binding obligations of the
Company, subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors' rights and to general equity principles at such time as: (i) the
terms of the Senior Notes and of their issuance and sale have been approved by
appropriate action of the Company; (ii) the Senior Notes have been duly
executed, authenticated and delivered in accordance with the applicable
indenture or supplemental indenture; and (iii) the Senior Notes have been duly
issued and sold as contemplated by the Registration Statement and any prospectus
supplement relating thereto and the applicable indenture or supplemental
indenture.

     3.   The Stock Purchase Contracts will be valid and binding obligations of
the Company, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to
or affecting creditors' rights and to general equity principles at such



time as: (i) the terms of the Stock Purchase Contracts and/or Stock Purchase
Units and their issuance and sale have been approved by appropriate action of
the Company; (ii) the Stock Purchase Contracts and/or Stock Purchase Units have
been issued and sold on the terms and conditions set forth in the Registration
Statement and any prospectus supplement relating thereto; and (iii) the
applicable pledge agreement has been duly authorized, executed and delivered by
the parties thereto.

     I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.

                                   Very truly yours,

                                   /s/ Christopher Reitz
                                   Christopher Reitz
                                   Assistant General Counsel
                                   Aquila, Inc.

EX-12

                                                                      Exhibit 12
                                                   Aquila, Inc.
                                        Ratio of Earnings to Fixed Charges
                                               (Dollars in Millions)





                                                   12 Months
                                                      Ended                 Year Ended December 31,
                                                     March 31, ------------------------------------------------------------
                                                       2002      2001        2000         1999         1998         1997
                                                    ---------  ---------   ---------    ---------    --------     ---------
                                                                                                
Income from continuing operations
  before income taxes............................  $  398.7    $  481.6    $   325.0    $   228.7     $  218.8     $  223.8
  Add (Subtract):
  Equity in earnings of investments..............    (127.2)     (122.8)      (159.5)       (69.5)      (125.1)       (68.8)
  Dividends and fees from investments............      63.8        57.0         74.4         33.9         48.9         36.0
  Minority interest in income of subsidiaries....      19.1        20.1          1.4         11.5          5.6          6.5
  Interest on long-term debt.....................     202.9       210.9        197.1        176.0        120.3        124.4
  Interest on short-term debt....................       6.3        12.2         17.9          9.3         12.3         10.9
  Interest Capitalized...........................      (1.7)       (1.9)         --           --           --           --
  Portion of rents representative of
     an interest factor..........................      16.3        16.5         14.1         14.0         14.9         18.3
                                                    ---------  ------------------------------------------------------------

Income, as adjusted..............................  $  578.2    $  673.6    $   470.4    $   403.9     $  295.7     $  351.1
                                                    ---------  ------------------------------------------------------------
Fixed Charges:
  Interest on long-term debt..................     $  202.9    $  210.9    $   197.1    $   176.0     $  120.3     $  124.4
  Interest on short-term debt.................          6.3        12.2         17.9          9.3         12.3         10.9
  Portion of rents representative of
     an interest factor......................          16.3        16.5         14.1         14.0         14.9         18.3
                                                   -----------  -----------------------------------------------------------

Fixed charges....................................  $  225.5    $  239.6    $   229.1    $   199.3     $  147.5        153.6
                                                    ---------  ------------------------------------------------------------

Ratio of Earnings to Fixed Charges                     2.56        2.81         2.05         2.03         2.01         2.29
                                                   -----------  -----------------------------------------------------------

EX-23.(A)

                                  EXHIBIT 23(a)

                       CONSENT OF INDEPENDENT ACCOUNTANTS

Board of Directors
Aquila, Inc.

     As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement (Form S-3) of our
reports dated February 5, 2002, included in Aquila, Inc.'s (formerly known as
UtiliCorp United Inc.) Annual Report on Form 10-K and 10-K/A for the year
ended December 31, 2001, and to all references to our Firm included in this
Registration Statement.

/s/ Arthur Andersen LLP
- -----------------------
Arthur Andersen LLP
Kansas City, Missouri
May 13, 2002

EX-25

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM T-1

                            STATEMENT OF ELIGIBILITY
                      UNDER THE TRUST INDENTURE ACT OF 1939
                  OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

                CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
                  OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) _

                  BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION
               (EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)

A NATIONAL BANKING ASSOCIATION                         31-0838515
                                                       (I.R.S. EMPLOYER
                                                       IDENTIFICATION NUMBER)

100 EAST BROAD STREET, COLUMBUS, OHIO                  43271-0181
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)               (ZIP CODE)

                  BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION
                                1 BANK ONE PLAZA
                             CHICAGO, ILLINOIS 60670
          ATTN: SANDRA L. CARUBA, FIRST VICE PRESIDENT, (312) 336-9436
            (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

                  AQUILA, INC. (FORMERLY UTILICORP UNITED INC.)
               (EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)

DELAWARE                                               44-0541877
(STATE OR OTHER JURISDICTION OF                        (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                         IDENTIFICATION NUMBER)

20 WEST NINTH STREET
KANSAS CITY, MISSOURI                                  64105
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)               (ZIP CODE)

                                 DEBT SECURITIES
                         (TITLE OF INDENTURE SECURITIES)



ITEM 1.   GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE
          TRUSTEE:

          (a)  NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
          WHICH IT IS SUBJECT.

          Comptroller of Currency, Washington, D.C.; Federal Deposit Insurance
          Corporation, Washington, D.C.; The Board of Governors of the Federal
          Reserve System, Washington D.C.

          (b)  WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

          The trustee is authorized to exercise corporate trust powers.

ITEM 2.   AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR IS AN AFFILIATE OF
          THE TRUSTEE, DESCRIBE EACH SUCH AFFILIATION.

          No such affiliation exists with the trustee.

ITEM 16.  LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A PART OF THIS
          STATEMENT OF ELIGIBILITY.

          1.   A copy of the articles of association of the trustee now in
               effect.*

          2.   A copy of the certificate of authority of the trustee to commence
               business.*

          3.   A copy of the authorization of the trustee to exercise corporate
               trust powers.*

          4.   A copy of the existing by-laws of the trustee.*

          5.   Not Applicable.

          6.   The consent of the trustee required by Section 321(b) of the Act.



          7.   A copy of the latest report of condition of the trustee published
               pursuant to law or the requirements of its supervising or
               examining authority.

          8.   Not Applicable.

          9.   Not Applicable.

     Pursuant to the requirements of the Trust Indenture Act of 1939, as
     amended, the trustee, Bank One Trust Company, National Association, a
     national banking association organized and existing under the laws of the
     United States of America, has duly caused this Statement of Eligibility to
     be signed on its behalf by the undersigned, thereunto duly authorized, all
     in the City of Chicago and State of Illinois, on the 7th day of May, 2002.

               BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION,
               TRUSTEE

               BY /S/ SANDRA L. CARUBA
                  SANDRA L. CARUBA
                  FIRST VICE PRESIDENT

*EXHIBITS 1, 2, 3, AND 4 ARE HEREIN INCORPORATED BY REFERENCE TO EXHIBITS
BEARING IDENTICAL NUMBERS IN ITEM 16 OF THE FORM T-1 OF BANK ONE TRUST COMPANY,
NATIONAL ASSOCIATION, FILED AS EXHIBIT 25 TO THE REGISTRATION STATEMENT ON FORM
S-4 OF U S WEST COMMUNICATIONS, INC., FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ON MARCH 24, 2000 (REGISTRATION NO. 333-32124).



                                    EXHIBIT 6

                       THE CONSENT OF THE TRUSTEE REQUIRED
                          BY SECTION 321(b) OF THE ACT

                                             May 7, 2002

Securities and Exchange Commission
Washington, D.C. 20549

Ladies and Gentlemen:

In connection with the qualification of an indenture between Aquila, Inc.
(formerly Utilicorp United Inc.) and Bank One Trust Company, National
Association, as Trustee, the undersigned, in accordance with Section 321(b) of
the Trust Indenture Act of 1939, as amended, hereby consents that the reports of
examinations of the undersigned, made by Federal or State authorities authorized
to make such examinations, may be furnished by such authorities to the
Securities and Exchange Commission upon its request therefor.

                    Very truly yours,

                    BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION

                         BY: /S/ SANDRA L. CARUBA
                             SANDRA L. CARUBA
                             FIRST VICE PRESIDENT



                                   EXHIBIT 7

                                                                       
Legal Title of Bank:     Bank One Trust Company, N.A.  Call Date: 12/31/01      State #: 391581     FFIEC 041
Address:                 100 Broad Street              Vendor ID: D             Cert #: 21377       Page RC-1
City, State Zip:         Columbus, OH 43271            Transit #: 04400003



CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL AND STATE-CHARTERED
SAVINGS BANKS FOR DECEMBER 31, 2001

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.

SCHEDULE RC--BALANCE SHEET



                                                                                              DOLLAR AMOUNTS IN THOUSANDS    C300
                                                                                                                             ----
                                                                                                                   
ASSETS
1.   Cash and balances due from depository institutions (from Schedule RC-A):
                                                                                               RCON
                                                                                               ----
     a.   Noninterest-bearing balances and currency and coin(1) .............................  0081           285,199        1.a
     b.   Interest-bearing balances(2) ......................................................  0071                 0        1.b
2.   Securities
     a.   Held-to-maturity securities (from Schedule RC-B, column A) ........................  1754                 0        2.a
     b.   Available-for-sale securities (from Schedule RC-B, column D) ......................  1773               336        2.b
3.   Federal funds sold and securities purchased under agreements to resell .................  1350         1,466,628        3.
4.   Loans and lease financing receivables: (from Schedule RC-C):
                                                                                               RCON
                                                                                               ----
     a.   Loans and leases held for sale ....................................................  5369                 0        4.a
     b.   Loans and leases, net of unearned income ..........................................  B528           195,551        4.b
     c.   LESS: Allowance for loan and lease losses .........................................  3123               292        4.c
     d.   Loans and leases, net of unearned income and allowance (item 4.b minus 4.c) .......  B529           195,259        4.d
5.   Trading assets (from Schedule RC-D) ....................................................  3545                 0        5.
6.   Premises and fixed assets (including capitalized leases) ...............................  2145            13,065        6.
7.   Other real estate owned (from Schedule RC-M) ...........................................  2150                 0        7.
8.   Investments in unconsolidated subsidiaries and associated companies
     (from Schedule RC-M) ...................................................................  2130                 0        8.
9.   Customers' liability to this bank on acceptances outstanding ...........................  2155                 0        9.
10.  Intangible assets
     a.   Goodwill ..........................................................................  3163                 0        10.a
     b.   Other intangible assets (from Schedule RC-M) ......................................  0426             9,224        10.b
11.  Other assets (from Schedule RC-F) ......................................................  2160           250,027        11.
12.  Total assets (sum of items 1 through 11) ...............................................  2170         2,219,738        12.


(1)  Includes cash items in process of collection and unposted debits.
(2)  Includes time certificates of deposit not held for trading.



                                                                       
Legal Title of Bank:     Bank One Trust Company, N.A.  Call Date: 12/31/01      State #: 391581     FFIEC 041
Address:                 100 Broad Street              Vendor ID: D             Cert #: 21377       Page RC-2
City, State Zip:         Columbus, OH 43271            Transit #: 04400003



SCHEDULE RC-CONTINUED



                                                                                                    DOLLAR AMOUNTS IN
                                                                                                        THOUSANDS
                                                                                                        ---------
                                                                                                                   
LIABILITIES                                                                                    RCON
13.  Deposits:                                                                                 ----
     a.   In domestic offices (sum of totals of columns A and C RCON from Schedule RC-E) ....  2200         1,957,028        13.a
          (1)  Noninterest-bearing(1) .......................................................  6631         1,378,041        13.a1
          (2)  Interest-bearing .............................................................  6636           587,987        13.a2
     b.   Not applicable
14.  Federal funds purchased and securities sold under agreements to repurchase .............  RCFD 2800            0        14.
15.  Trading Liabilities(from Schedule RC-D) ................................................  RCFD 3548            0        15.
16.  Other borrowed money (includes mortgage indebtedness and obligations under
     capitalized leases) (from Schedule RC-M) ...............................................  3190                 0        16.
17.  Not applicable
18.  Bank's liability on acceptances executed and outstanding ...............................  2920                 0        18.
19.  Subordinated notes and debentures (2) ..................................................  3200                 0        19.
20.  Other liabilities (from Schedule RC-G) .................................................  2930            72,264        20.
21.  Total liabilities (sum of items 13 through 20) .........................................  2948         2,029,292        21.
22.  Minority interest in consolidated subsidiaries .........................................  3000                 0        22.
EQUITY CAPITAL
23.  Perpetual preferred stock and related surplus ..........................................  3838                 0        23.
24.  Common stock ...........................................................................  3230               800        24.
25.  Surplus (exclude all surplus related to preferred stock) ...............................  3839            45,157        25.
26.  a.   Retained earnings .................................................................  3632           144,485        26.a
     b.   Accumulated other comprehensive income (3) ........................................  B530                 4        26.b
27.  Other equity capital components (4) ....................................................  A130                 0        27.
28.  Total equity capital (sum of items 23 through 27) ......................................  3210           190,446        28.
29.  Total liabilities, minority interest, and equity capital
     (sum of items 21, 22, and 28) ..........................................................  3300         2,219,738        29.

Memorandum
To be reported only with the March Report of Condition.

1.   Indicate in the box at the right the number of the statement below that
     best describes the most comprehensive level of auditing work performed for                N/A                 Number
     the bank by independent external auditors as of any date during 2000 ...................  RCFD 6724           M.1.

1  = Independent audit of the bank conducted in                  4. = Directors' examination of the bank
     accordance with generally accepted auditing                      performed by other external auditors (may be
     standards by a certified public accounting                       required by state chartering authority)
     firm which submits a report on the bank                     5  = Review of the bank's financial statements
2  = Independent audit of the bank's parent                           by external auditors
     holding company conducted in accordance with                6  = Compilation of the bank's financial
     generally accepted auditing standards by a                       statements by external auditors
     certified public accounting firm which                      7  = Other audit procedures (excluding tax
     submits a report on the consolidated holding                     preparation work)
     company (but not on the bank separately)                    8  = No external audit work
3  = Directors' examination of the bank
     conducted in accordance with generally
     accepted auditing standards by a certified
     public accounting firm (may be required by
     state chartering authority)


(1)  Includes total demand deposits and noninterest-bearing time and savings
     deposits.
(2)  Includes limited-life preferred stock and related surplus.
(3)  Includes net unrealized holding gains (losses) on available-for-sale
     securities, accumulated net gains (losses) on cash flow hedges, and minimum
     pension liability adjustments.
(4)  Includes treasury stock and unearned Employee Stock Ownership Plan shares.