Common use of Number of Corporate Units Clause in Contracts

Number of Corporate Units. Corporate Units This Corporate Units Certificate certifies that is the registered Holder of the number of Corporate Units set forth above. Each Corporate Unit represents (i) either (a) beneficial ownership by the Holder of $25 principal amount of % Senior Notes of The Kansas City Southern Railway Company due August 17, 2007 (the "NOTE"), subject to the Pledge of such Note by such Holder pursuant to the Pledge Agreement or (b) upon (1) the occurrence of a Tax Event Redemption prior to May 17, 2004, or, in the event of a Failed Initial Remarketing, the Purchase Contract Settlement Date, or (2) a Successful Initial Remarketing, the appropriate Applicable Ownership Interest of the Treasury Portfolio, subject to the Pledge of such Applicable Ownership Interest of the Treasury Portfolio by such Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Holder under one Purchase Contract with Kansas City Southern Industries, Inc., a Delaware corporation (the "COMPANY", which term, as used herein, includes its successors pursuant to the Purchase Contract Agreement). All capitalized terms used herein which are defined in the Purchase Contract Agreement have the meaning set forth therein. Pursuant to the Pledge Agreement, the Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, constituting part of each Corporate Unit evidenced hereby have been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising a portion of such Corporate Unit. The Pledge Agreement provides that all payments of principal on the Pledged Notes or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, or interest payments on any Pledged Notes (as defined in the Pledge Agreement) or the appropriate Applicable Ownership Interest (as specified in clause (B) of the definition of such term) of the Treasury Portfolio, as the case may be, constituting part of the Corporate Units received by the Collateral Agent shall be paid by the Collateral Agent by wire transfer in same day funds (i) in the case of (A) interest payments with respect to Pledged Notes or the appropriate Applicable Ownership Interest (as specified in clause (B) of the definition of such term) of the Treasury Portfolio, as the case may be, and (B) any payments of principal or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such terms) of the Treasury Portfolio, as the case may be, with respect to any Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, that have been released from the Pledge pursuant to the Pledge Agreement, to the Agent to the account designated by the Agent, no later than 2:00 p.m., New York City time, on the Business Day such payment is received by the Collateral Agent (provided that in the event such payment is received by the Collateral Agent on a day that is not a Business Day or after 12:30 p.m., New York City time, on a Business Day, then such payment shall be made no later than 10:30 a.m., New York City time, on the next succeeding Business Day) and (ii) in the case of payments of principal on any Pledged Notes or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio that has not been released from the Pledge pursuant to the Pledge Agreement, as the case may be, to the Company on the Purchase Contract Settlement Date (as defined herein) in accordance with the terms of the Pledge Agreement, in full satisfaction of the respective obligations of the Holders of the Corporate Units of which such Pledged Notes or the Treasury Portfolio, as the case may be, are a part under the Purchase Contracts forming a part of such Corporate Units. Interest on any Notes or distributions on the appropriate Applicable Ownership Interest (as specified in clause (B) of the definition of such term) of the Treasury Portfolio, as the case may be, forming part of a Corporate Unit evidenced hereby which are payable quarterly in arrears on August 17, November 17, February 17 and May 17, each year, commencing August 17, 2001 (a "PAYMENT DATE"), shall, subject to receipt thereof by the Agent from the Collateral Agent, be paid to the Person in whose name this Corporate Units Certificate (or a Predecessor Corporate Units Certificate) is registered at the close of business on the Record Date for such Payment Date. Each Purchase Contract evidenced hereby obligates the Holder of this Corporate Units Certificate to purchase, and the Company to sell, on August 17, 2004 (the "PURCHASE CONTRACT SETTLEMENT DATE"), at a price equal to $25 (the "STATED AMOUNT"), a number of newly issued shares of Common Stock, $0.01 par value per share ("COMMON Stock"), of the Company equal to the Settlement Rate, unless on or prior to the Purchase Contract Settlement Date there shall have occurred a Termination Event or an Early Settlement or a Merger Early Settlement with respect to the Corporate Units of which such Purchase Contract is a part, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. The purchase price (the "PURCHASE PRICE") for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Purchase Contract Settlement Date by application of payment received in respect of the Notes or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, pledged to secure the obligations under such Purchase Contract of the Holder of the Corporate Units of which such Purchase Contract is a part. Interest on the Notes or distributions on the appropriate Applicable Ownership Interest (as specified in clause (B) of the definition of such term) of the Treasury Portfolio, as the case may be, will be payable at the Corporate Trust Office of the Agent and at the New York Office or, at the option of the Company, by check mailed to the address of the Person entitled thereto as such address appears on the Corporate Units Register. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Agent by manual signature, this Corporate Units Certificate shall not be entitled to any benefit under the Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any purpose.

Number of Corporate Units. Corporate Units This Corporate Units Certificate certifies that is the registered Holder of the number of Corporate Units set forth above. Each Corporate Unit represents (i) either (a) beneficial ownership by the Holder of $25 one Note due , 200 (the “Note”) of Northwest Natural Gas Company, an Oregon corporation (the “Company”), having a principal amount of % Senior Notes of The Kansas City Southern Railway Company due August 17, 2007 (the "NOTE")[$25], subject to the Pledge of such Note by such Holder pursuant to the Pledge Agreement or Agreement, (b) upon if the Note has been remarketed by the Remarketing Agent (1or if the Holder has elected not to have the Note remarketed by delivering the appropriate Treasury Consideration specified by the Remarketing Agent), the appropriate Treasury Consideration, subject to the Pledge of such Treasury Consideration by such Holder pursuant to the Pledge Agreement, or (c) the occurrence of if a Tax Event Redemption prior to May 17, 2004, or, in the event of a Failed Initial Remarketing, the Purchase Contract Settlement Date, or (2) a Successful Initial Remarketinghas occurred, the appropriate Applicable Ownership Interest of in the Treasury Portfolio, Portfolio subject to the Pledge of such Applicable Ownership Interest of in the Treasury Portfolio by such Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Holder under one Purchase Contract with Kansas City Southern Industries, Inc., a Delaware corporation (the "COMPANY", which term, as used herein, includes its successors pursuant to the Purchase Contract Agreement)Company. All capitalized terms used herein which are defined in the Purchase Contract Agreement have the meaning set forth therein. Pursuant to the Pledge Agreement, the Notes Note or the appropriate Treasury Consideration or Applicable Ownership Interest of in the Treasury Portfolio, as the case may be, constituting forming a part of each Corporate Unit evidenced hereby have has been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising a portion part of such Corporate UnitUnit to purchase the Common Stock of the Company. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contracts shall not entitle the Holders of Corporate Units Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as stockholders in respect of the meetings of stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as stockholders of the Company. The Pledge Agreement provides that all payments in respect of principal on the Pledged Notes Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, or interest payments on any Pledged Notes (as defined in the Pledge Agreement) or the appropriate Applicable Ownership Interest (as specified in clause (B) of the definition of such term) of the Treasury Portfolio, as the case may be, constituting part of the Corporate Units Portfolio received by the Collateral Agent shall be paid by the Collateral Agent by wire transfer in same day funds (i) in the case of (A) interest payments with respect to quarterly cash distributions on Corporate Units which include Pledged Notes Notes, Pledged Treasury Consideration or the appropriate any Pledged Applicable Ownership Interest (as specified in clause (B) of the definition of such term) of the Treasury Portfolio, as the case may be, Portfolio and (B) any payments in respect of principal the Notes, Treasury Consideration or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such terms) of the Treasury Portfolio, as the case may be, with respect to any Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, that have been released from the Pledge pursuant to the Pledge Agreement, to the Agent to the account designated by the Agent, no later than 2:00 p.m.10:00 a.m., New York City time, on the Business Day such payment is received by the Collateral Agent (provided that in the event such payment is received by the Collateral Agent on a day that is not a Business Day or after 12:30 p.m.9:00 a.m., New York City time, on a Business Day, then such payment shall be made no later than 10:30 9:30 a.m., New York City time, on the next succeeding Business Day) and (ii) in the case of payments in respect of principal on any Pledged Notes Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio that has not been released from the Pledge pursuant to the Pledge AgreementPortfolio, as the case may be, to be paid upon settlement of such Holder’s obligations to purchase Common Stock under the Purchase Contract, to the Company on the Stock Purchase Contract Settlement Date (as defined herein) in accordance with the terms of the Pledge Agreement, in full satisfaction of the respective obligations of the Holders of the Corporate Units of which such Pledged Notes Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are a part under the Purchase Contracts forming a part of such Corporate Units. Interest on any Notes or Quarterly distributions on the appropriate Corporate Units which include Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest (as specified in clause (B) of the definition of such term) of the Treasury Portfolio, as the case may be, forming part of a Corporate Unit evidenced hereby which are payable quarterly in arrears on August 17, November 17, February 17 , and May 17, each year, commencing August 17, 2001 200 (a "PAYMENT DATE"“Payment Date”), shall, subject to receipt thereof by the Agent from the Collateral Agent, be paid to the Person in whose name this Corporate Units Certificate (or a Predecessor Corporate Units Certificate) is registered at the close of business on the Record Date for such Payment Date. Each Purchase Contract evidenced hereby hereby, unless an Early Settlement has occurred or a Merger Early Settlement has occurred, obligates the Holder of this Corporate Units Certificate to purchase, and the Company to sell, on August 17, 2004 200 (the "PURCHASE CONTRACT SETTLEMENT DATE"“Stock Purchase Date”), at a price equal to [$25 25] (the "STATED AMOUNT"“Stated Amount”), a number of newly issued shares of Common Stock, $0.01 1.00 par value per share ("COMMON “Common Stock"”), of the Company Company, equal to the Settlement Rate, unless unless, on or prior to the Stock Purchase Contract Settlement Date Date, there shall have occurred a Termination Event or an Early Settlement or a Merger Early Settlement with respect to the Corporate Units of which such Purchase Contract is a part, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. The purchase price Purchase Price (the "PURCHASE PRICE"as defined herein) for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Stock Purchase Contract Settlement Date by application of payment payments received in respect of the Notes Pledged Notes, Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, pledged to secure the obligations of the Holder under such Purchase Contract in accordance with the terms of the Holder of the Corporate Units of which such Purchase Contract is a partPledge Agreement. Interest Payments on the Notes or distributions on the appropriate Treasury Consideration or Applicable Ownership Interest (as specified in clause (B) of the definition of such term) of the Treasury Portfolio, as the case may be, will be payable at the Corporate Trust Office office of the Agent and in The City of New York, New York or, at the option of the Company, by check mailed to the address of the Person entitled thereto as such address appears on the Corporate Units Register or by wire transfer to an account specified by the Company. The Company shall pay on each Payment Date in respect of each Purchase Contract forming part of a Corporate Unit evidenced hereby an amount (the “Contract Adjustment Payments”) equal to % per year of the Stated Amount, computed on the basis of a 360-day year of twelve 30-day months, subject to deferral at the option of the Company as provided in the Purchase Contract Agreement and more fully described on the reverse hereof (provided that if any date on which Contract Adjustment Payments are to be made on the Purchase Contracts is not a Business Day, then payment of such Contract Adjustment Payments payable on that date will be made on the next succeeding day which is a Business Day, and no interest or payment will be paid in respect of such delay, except that if such next succeeding Business Day is in the next succeeding calendar year, then such payment will be made on the immediately preceding Business Day). Such Contract Adjustment Payments shall be payable to the Person in whose name this Corporate Units Certificate (or a Predecessor Corporate Units Certificate) is registered at the close of business on the Record Date for such Payment Date. Contract Adjustment Payments will be payable at the office of the Agent in The City of New York, New York Office or, at the option of the Company, by check mailed to the address of the Person entitled thereto as such address appears on the Corporate Units Register. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Agent by manual signature, this Corporate Units Certificate shall not be entitled to any benefit under the Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any purpose.

Number of Corporate Units. XXXXXXXXX'X, INC. Corporate Units This Corporate Units Certificate certifies that [Cede & Co.] is the registered Holder of the number of Corporate Units set forth aboveabove [for inclusion in Global Certificates only - or such other number of Corporate Units reflected in the Schedule of Increases or Decreases in the Global Certificate attached hereto]. Each Corporate Unit represents consists of (i) either (a) a 1/40, or 2.5%, beneficial ownership by interest of the Holder of $25 principal amount of % in one Senior Notes of The Kansas City Southern Railway Company Note due August 17, 2007 2009 (the "SENIOR NOTE") of Xxxxxxxxx'x, Inc., a Delaware corporation (the "COMPANY"), subject to the Pledge of such Senior Note by such Holder pursuant to the Pledge Agreement Agreement, or (b) upon (1) the occurrence of a Tax Special Event Redemption prior to May 17, 2004, or, in the event of a Failed Initial Remarketing, the Purchase Contract Settlement Date or a Successful Remarketing of the Senior Notes prior to the Final Remarketing Date, or (2) a Successful Initial Remarketingthe Applicable Ownership Interests, subject to the pledge of the appropriate Applicable Ownership Interest Interests (as specified in clause (i) of the Treasury Portfolio, subject to the Pledge definition of such Applicable Ownership Interest of term) in the Treasury Portfolio by such Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Holder under one Purchase Contract with Kansas City Southern Industries, Inc., a Delaware corporation (the "COMPANY", which term, as used herein, includes its successors pursuant to the Purchase Contract Agreement)Company. All capitalized terms used herein which are defined in the Purchase Contract Agreement (as defined on the reverse hereof) have the meaning set forth therein. Pursuant to the Pledge Agreement, the Senior Notes or the appropriate Applicable Ownership Interest Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio, as the case may be, constituting part of each Corporate Unit evidenced hereby have been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising a portion part of such Corporate Unit. The Pledge Agreement provides that all payments of the principal on amount with respect to any of the Pledged Notes or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, or interest payments on any Pledged Senior Notes (as defined in the Pledge Agreement) or the appropriate Applicable Ownership Interest Interests (as specified in clause (Bi) of the definition of such term) in the Treasury Portfolio, as the case may be, or interest or distributions on any Pledged Senior Notes or the appropriate Applicable Ownership Interests (as specified in clause (ii) of the definition of such term) in the Treasury Portfolio, as the case may be, constituting part of the Corporate Units received by the Collateral Agent Securities Intermediary shall be paid by the Collateral Agent by wire transfer in same day funds (i) in the case of (A) interest payments on Pledged Senior Notes or distributions with respect to Pledged Notes or the appropriate Applicable Ownership Interest Interests (as specified in clause (Bii) of the definition of such term) of in the Treasury Portfolio, as the case may be, and (B) any payments of the principal amount of any Senior Notes or with respect to the appropriate Applicable Ownership Interest Interests (as specified in clause (Ai) of the definition of such termsterm) of the Treasury Portfolio, as the case may be, with respect to any Notes or the appropriate Applicable Ownership Interest of in the Treasury Portfolio, as the case may be, that have been released from the Pledge pursuant to the Pledge Agreement, to the Purchase Contract Agent to the account designated by the Purchase Contract Agent, no later than 2:00 p.m., New York City time, on the Business Day such payment is received by the Collateral Agent Securities Intermediary (provided that in the event such payment is received by the Collateral Agent Securities Intermediary on a day that is not a Business Day or after 12:30 p.m., New York City time, on a Business Day, then such payment shall be made no later than 10:30 a.m., New York City time, on the next succeeding Business Day) and (ii) in the case of payments with respect to the principal amount of principal on any the Pledged Senior Notes or with respect to the appropriate Applicable Ownership Interest Interests (as specified in clause (Ai) of the definition of such term) of in the Treasury Portfolio that has not been released from the Pledge pursuant to the Pledge Agreement, as the case may bePortfolio, to the Company on the Purchase Contract Settlement Date (as defined described herein) in accordance with the terms of the Pledge Agreement, in full satisfaction of the respective obligations of the Holders of the Corporate Units of which such Pledged Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio, as the case may be, are a part under the Purchase Contracts forming a part of such Corporate Units. Interest on any the Senior Notes or and distributions on the appropriate Applicable Ownership Interest Interests (as specified in clause (Bii) of the definition of such term) of in the Treasury Portfolio, as the case may be, forming part of a Corporate Unit Units evidenced hereby hereby, which are payable quarterly in arrears on February 16, May 16, August 1716, and November 17, February 17 and May 17, 16 of each year, commencing August 17, 2001 [ ] (a "PAYMENT DATE"), shall, subject to receipt thereof by the Purchase Contract Agent from the Collateral AgentSecurities Intermediary, be paid to the Person in whose name this Corporate Units Certificate (or a Predecessor Corporate Units Certificate) is registered at the close of business on the Record Date for such Payment Date. Each Purchase Contract evidenced hereby obligates the Holder of this Corporate Units Certificate to purchase, and the Company to sell, on August 17May 16, 2004 2007 (the "PURCHASE CONTRACT SETTLEMENT DATE"), at a price equal to $25 (the "STATED AMOUNTPURCHASE PRICE"), a number of newly issued shares of Common Stockcommon stock, $0.01 par value $1.00 per share ("COMMON StockSTOCK"), of the Company Company, equal to the Settlement Rate, unless on or prior to the Purchase Contract Settlement Date there shall have occurred a Termination Event or an Early Settlement or a Cash Merger Early Settlement with respect to the Corporate Units of which such Purchase Contract is a partContract, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. The purchase price (the "PURCHASE PRICE") for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Purchase Contract Settlement Date by application of payment received in respect of the principal amount with respect to any Pledged Senior Notes pursuant to the Remarketing or the appropriate Applicable Ownership Interest Interests (as specified in clause (Ai) of the definition of such term) of in the Treasury Portfolio, as the case may be, pledged to secure the obligations under such Purchase Contract of the Holder of the Corporate Units of which such Purchase Contract is a part. Interest on Each Purchase Contract evidenced hereby obligates the holder to agree, for United States federal, state and local income and franchise tax purposes, to (i) treat an acquisition of the Corporate Units as an acquisition of the Senior Notes or distributions on and Purchase Contracts constituting the appropriate Corporate Units and (ii) treat itself as owner of the applicable interest in the Collateral Account, including the Senior Notes and the Applicable Ownership Interest Interests (as specified in clause (Bi) of the definition of such term) of in the Treasury Portfolio. The Company shall pay, on each Payment Date, in respect of each Purchase Contract forming part of a Corporate Unit evidenced hereby, an amount (the "CONTRACT ADJUSTMENT PAYMENTS") equal to [ ]% per year of the Stated Amount. Such Contract Adjustment Payments shall be payable to the Person in whose name this Corporate Units Certificate is registered at the close of business on the Record Date for such Payment Date. Interest on the Senior Notes and distributions on the Applicable Ownership Interests (as specified in clause (ii) of the case may be, definition of such term) and the Contract Adjustment Payments will be payable at the Corporate Trust Office office of the Purchase Contract Agent and at the in New York Office orCity. If the book-entry system for the Corporate Units has been terminated, the Contract Adjustment Payments will be payable, at the option of the Company, by check mailed to the address of the Person entitled thereto at such Person's address as such address it appears on the Corporate Units Security Register, or by wire transfer to the account designated by such Person by a prior written notice to the Purchase Contract Agent. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Purchase Contract Agent by manual signature, this Corporate Units Certificate shall not be entitled to any benefit under the Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any purpose.

Number of Corporate Units. ONEOK, INC. Corporate Units This Corporate Units Certificate certifies that [Cede & Co.][_______] is the registered Holder of the number of Corporate Units set forth aboveabove [For inclusion in Global Certificates only - or such other number of Corporate Units reflected in the Schedule of Increases or Decreases in Global Certificate attached hereto]. Each Corporate Unit represents consists of (i) either (a) the beneficial ownership by the Holder of $25 _____ principal amount of % Senior Notes of The Kansas City Southern Railway Company due August 17___________, 2007 ____ (the "NOTESenior Notes") of ONEOK, Inc., an Oklahoma corporation (the "Company"), subject to the Pledge of such Senior Note by such Holder pursuant to the Pledge Agreement Agreement, or (b) upon (1) the occurrence of a Tax Special Event Redemption prior to May 17, 2004, or, in the event of a Failed Initial Remarketing, the Purchase Contract Settlement Date or a Successful Remarketing of the Senior Notes prior to the Final Remarketing Date, or (2) a Successful Initial Remarketingthe Applicable Ownership Interests, subject to the pledge of the appropriate Applicable Ownership Interest Interests (as specified in clause (i) of the Treasury Portfolio, subject to the Pledge definition of such Applicable Ownership Interest of term) in the Treasury Portfolio by such Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Holder under one Purchase Contract with Kansas City Southern Industries, Inc., a Delaware corporation (the "COMPANY", which term, as used herein, includes its successors pursuant to the Purchase Contract Agreement)Company. All capitalized terms used herein which are defined in the Purchase Contract Agreement (as defined on the reverse hereof) have the meaning set forth therein. Pursuant to the Pledge Agreement, the Senior Notes or the appropriate Applicable Ownership Interest Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio, as the case may be, constituting part of each Corporate Unit evidenced hereby have been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising a portion part of such Corporate Unit. The Pledge Agreement provides that all payments of the principal on amount with respect to any of the Pledged Notes or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, or interest payments on any Pledged Senior Notes (as defined in the Pledge Agreement) or the appropriate Applicable Ownership Interest Interests (as specified in clause (Bi) of the definition of such term) in the Treasury Portfolio, as the case may be, or interest or distributions on any Pledged Senior Notes or the appropriate Applicable Ownership Interests (as specified in clause (ii) of the definition of such term) in the Treasury Portfolio, as the case may be, constituting part of the Corporate Units received by the Collateral Agent Securities Intermediary shall be paid by the Collateral Agent by wire transfer in same day funds (i) in the case of (A) interest payments on Pledged Senior Notes or distributions with respect to Pledged Notes or the appropriate Applicable Ownership Interest Interests (as specified in clause (Bii) of the definition of such term) of in the Treasury Portfolio, as the case may be, and (B) any payments of the principal amount of any Senior Notes or with respect to the appropriate Applicable Ownership Interest Interests (as specified in clause (Ai) of the definition of such termsterm) of the Treasury Portfolio, as the case may be, with respect to any Notes or the appropriate Applicable Ownership Interest of in the Treasury Portfolio, as the case may be, that have been released from the Pledge pursuant to the Pledge Agreement, to the Purchase Contract Agent to the account designated by the Purchase Contract Agent, no later than 2:00 p.m., New York City time, on the Business Day such payment is received by the Collateral Agent Securities Intermediary (provided that in the event such payment is received by the Collateral Agent Securities Intermediary on a day that is not a Business Day or after 12:30 p.m., New York City time, on a Business Day, then such payment shall be made no later than 10:30 a.m., New York City time, on the next succeeding Business Day) and (ii) in the case of payments with respect to the principal amount of principal on any Pledged the Senior Notes or with respect to the appropriate Applicable Ownership Interest Interests (as specified in clause (Ai) of the definition of such term) of in the Treasury Portfolio that has not been released from the Pledge pursuant to the Pledge Agreement, as the case may bePortfolio, to the Company on the Purchase Contract Settlement Date (as defined described herein) in accordance with the terms of the Pledge Agreement, in full satisfaction of the respective obligations of the Holders of the Corporate Units of which such Pledged Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio, as the case may be, are a part under the Purchase Contracts forming a part of such Corporate Units. Interest on any the Senior Notes or and distributions on the appropriate Applicable Ownership Interest Interests (as specified in clause (Bii) of the definition of such term) of in the Treasury Portfolio, as the case may be, forming part of a Corporate Unit Units evidenced hereby hereby, which are payable quarterly in arrears on August 17____________, November 17__________, February 17 _________, and May 17, __________ of each year, commencing August 17__________, 2001 ____ (a "PAYMENT DATEPayment Date"), shall, subject to receipt thereof by the Purchase Contract Agent from the Collateral AgentSecurities Intermediary, be paid to the Person in whose name this Corporate Units Certificate (or a Predecessor Corporate Units Certificate) is registered at the close of business on the Record Date for such Payment Date. Each Purchase Contract evidenced hereby obligates the Holder of this Corporate Units Certificate to purchase, and the Company to sell, on August 17__________, 2004 ____ (the "PURCHASE CONTRACT SETTLEMENT DATEPurchase Contract Settlement Date"), at a price equal to $25 ______ (the "STATED AMOUNTStated Amount"), a number of newly issued shares of Common Stockcommon stock, par value $0.01 par value per share ("COMMON Common Stock"), of the Company Company, equal to the Settlement Rate, unless on or prior to the Purchase Contract Settlement Date there shall have occurred a Termination Event or an Early Settlement or a Cash Merger Early Settlement with respect to the Corporate Units of which such Purchase Contract is a partContract, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. The purchase price (the "PURCHASE PRICEPurchase Price") for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Purchase Contract Settlement Date by application of payment received in respect of the principal amount with respect to any Pledged Senior Notes pursuant to the Remarketing or the appropriate Applicable Ownership Interest Interests (as specified in clause (Ai) of the definition of such term) of in the Treasury Portfolio, as the case may be, pledged to secure the obligations under such Purchase Contract of the Holder of the Corporate Units of which such Purchase Contract is a part. Each Purchase Contract evidenced hereby obligates the Holder to agree, for United States federal, state and local income and franchise tax purposes, to (i) treat an acquisition of the Corporate Units as an acquisition of the Senior Note and Purchase Contract constituting the Corporate Units, (ii) treat itself as owner of the applicable interest in the Collateral Account, including the Senior Notes and the Applicable Ownership Interests in the Treasury Portfolio, and (iii) treat each Senior Note as indebtedness of the Company. The Company shall pay, on each Payment Date, in respect of each Purchase Contract forming part of a Corporate Unit evidenced hereby, an amount (the "Contract Adjustment Payments") equal to ___% per year of the Stated Amount from __________, _____ or from the most recent Payment Date to which such Contract Adjustment Payments have been paid or duly provided for. Such Contract Adjustment Payments shall be payable to the Person in whose name this Corporate Units Certificate is registered at the close of business on the Record Date for such Payment Date. Interest on the Senior Notes or and distributions on the appropriate Applicable Ownership Interest Interests (as specified in clause (Bii) of the definition of such term) of and the Treasury Portfolio, as the case may be, Contract Adjustment Payments will be payable at the office of the Company in New York City or the Corporate Trust Office of the Agent and at Purchase Contract Agent. If the New York Office orbook-entry system for the Corporate Units has been terminated, the Contract Adjustment Payments will be payable, at the option of the Company, by check mailed to the address of the Person entitled thereto at such Person's address as such address it appears on the Corporate Units Security Register, or by wire transfer to the account designated by such Person by a prior written notice to the Purchase Contract Agent. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Purchase Contract Agent by manual signature, this Corporate Units Certificate shall not be entitled to any benefit under the Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any purpose.

Number of Corporate Units. ONEOK, INC. Corporate Units This Corporate Units Certificate certifies that [Cede & Co.][_______] is the registered Holder of the number of Corporate Units set forth aboveabove [For inclusion in Global Certificates only - or such other number of Corporate Units reflected in the Schedule of Increases or Decreases in Global Certificate attached hereto]. Each Corporate Unit represents consists of (i) either (a) the beneficial ownership by the Holder of $25 25.00 principal amount of % Senior Notes of The Kansas City Southern Railway Company due August 17February 16, 2007 2008 (the "NOTESenior Notes") of ONEOK, Inc., an Oklahoma corporation (the "Company"), subject to the Pledge of such Senior Note by such Holder pursuant to the Pledge Agreement Agreement, or (b) upon (1) the occurrence of a Tax Special Event Redemption prior to May 17, 2004, or, in the event of a Failed Initial Remarketing, the Purchase Contract Settlement Date or a Successful Remarketing of the Senior Notes prior to the Final Remarketing Date, or (2) a Successful Initial Remarketingthe Applicable Ownership Interests, subject to the pledge of the appropriate Applicable Ownership Interest Interests (as specified in clause (i) of the Treasury Portfolio, subject to the Pledge definition of such Applicable Ownership Interest of term) in the Treasury Portfolio by such Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Holder under one Purchase Contract with Kansas City Southern Industries, Inc., a Delaware corporation (the "COMPANY", which term, as used herein, includes its successors pursuant to the Purchase Contract Agreement)Company. All capitalized terms used herein which are defined in the Purchase Contract Agreement (as defined on the reverse hereof) have the meaning set forth therein. Pursuant to the Pledge Agreement, the Senior Notes or the appropriate Applicable Ownership Interest Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio, as the case may be, constituting part of each Corporate Unit evidenced hereby have been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising a portion part of such Corporate Unit. The Pledge Agreement provides that all payments of the principal on amount with respect to any of the Pledged Notes or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, or interest payments on any Pledged Senior Notes (as defined in the Pledge Agreement) or the appropriate Applicable Ownership Interest Interests (as specified in clause (Bi) of the definition of such term) in the Treasury Portfolio, as the case may be, or interest or distributions on any Pledged Senior Notes or the appropriate Applicable Ownership Interests (as specified in clause (ii) of the definition of such term) in the Treasury Portfolio, as the case may be, constituting part of the Corporate Units received by the Collateral Agent Securities Intermediary shall be paid by the Collateral Agent by wire transfer in same day funds (i) in the case of (A) interest payments on Pledged Senior Notes or distributions with respect to Pledged Notes or the appropriate Applicable Ownership Interest Interests (as specified in clause (Bii) of the definition of such term) of in the Treasury Portfolio, as the case may be, and (B) any payments of the principal amount of any Senior Notes or with respect to the appropriate Applicable Ownership Interest Interests (as specified in clause (Ai) of the definition of such termsterm) of the Treasury Portfolio, as the case may be, with respect to any Notes or the appropriate Applicable Ownership Interest of in the Treasury Portfolio, as the case may be, that have been released from the Pledge pursuant to the Pledge Agreement, to the Purchase Contract Agent to the account designated by the Purchase Contract Agent, no later than 2:00 p.m., New York City time, on the Business Day such payment is received by the Collateral Agent Securities Intermediary (provided that in the event such payment is received by the Collateral Agent Securities Intermediary on a day that is not a Business Day or after 12:30 p.m., New York City time, on a Business Day, then such payment shall be made no later than 10:30 a.m., New York City time, on the next succeeding Business Day) and (ii) in the case of payments with respect to the principal amount of principal on any Pledged the Senior Notes or with respect to the appropriate Applicable Ownership Interest Interests (as specified in clause (Ai) of the definition of such term) of in the Treasury Portfolio that has not been released from the Pledge pursuant to the Pledge Agreement, as the case may bePortfolio, to the Company on the Purchase Contract Settlement Date (as defined described herein) in accordance with the terms of the Pledge Agreement, in full satisfaction of the respective obligations of the Holders of the Corporate Units of which such Pledged Senior Notes or the Applicable Ownership Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio, as the case may be, are a part under the Purchase Contracts forming a part of such Corporate Units. Interest on any the Senior Notes or and distributions on the appropriate Applicable Ownership Interest Interests (as specified in clause (Bii) of the definition of such term) of in the Treasury Portfolio, as the case may be, forming part of a Corporate Unit Units evidenced hereby hereby, which are payable quarterly in arrears on February 16, May 16, August 1716, and November 17, February 17 and May 17, 16 of each year, commencing August 17May 16, 2001 2003 (a "PAYMENT DATEPayment Date"), shall, subject to receipt thereof by the Purchase Contract Agent from the Collateral AgentSecurities Intermediary, be paid to the Person in whose name this Corporate Units Certificate (or a Predecessor Corporate Units Certificate) is registered at the close of business on the Record Date for such Payment Date. Each Purchase Contract evidenced hereby obligates the Holder of this Corporate Units Certificate to purchase, and the Company to sell, on August 17February 16, 2004 2006 (the "PURCHASE CONTRACT SETTLEMENT DATEPurchase Contract Settlement Date"), at a price equal to $25 25.00 (the "STATED AMOUNTStated Amount"), a number of newly issued shares of Common Stockcommon stock, par value $0.01 par value per share ("COMMON Common Stock"), of the Company Company, equal to the Settlement Rate, unless on or prior to the Purchase Contract Settlement Date there shall have occurred a Termination Event or an Early Settlement or a Cash Merger Early Settlement with respect to the Corporate Units of which such Purchase Contract is a partContract, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. The purchase price (the "PURCHASE PRICEPurchase Price") for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Purchase Contract Settlement Date by application of payment received in respect of the principal amount with respect to any Pledged Senior Notes pursuant to the Remarketing or the appropriate Applicable Ownership Interest Interests (as specified in clause (Ai) of the definition of such term) of in the Treasury Portfolio, as the case may be, pledged to secure the obligations under such Purchase Contract of the Holder of the Corporate Units of which such Purchase Contract is a part. Each Purchase Contract evidenced hereby obligates the Holder to agree, for United States federal, state and local income and franchise tax purposes, to (i) treat an acquisition of the Corporate Units as an acquisition of the Senior Note and Purchase Contract constituting the Corporate Units, (ii) treat itself as owner of the applicable interest in the Collateral Account, including the Senior Notes and the Applicable Ownership Interests in the Treasury Portfolio, and (iii) treat each Senior Note as indebtedness of the Company. The Company shall pay, on each Payment Date, in respect of each Purchase Contract forming part of a Corporate Unit evidenced hereby, an amount (the "Contract Adjustment Payments") equal to 4.5% per year of the Stated Amount from January 28, 2003 or from the most recent Payment Date to which such Contract Adjustment Payments have been paid or duly provided for. Such Contract Adjustment Payments shall be payable to the Person in whose name this Corporate Units Certificate is registered at the close of business on the Record Date for such Payment Date. Interest on the Senior Notes or and distributions on the appropriate Applicable Ownership Interest Interests (as specified in clause (Bii) of the definition of such term) of and the Treasury Portfolio, as the case may be, Contract Adjustment Payments will be payable at the office of the Company in New York City or the Corporate Trust Office of the Agent and at Purchase Contract Agent. If the New York Office orbook-entry system for the Corporate Units has been terminated, the Contract Adjustment Payments will be payable, at the option of the Company, by check mailed to the address of the Person entitled thereto at such Person's address as such address it appears on the Corporate Units Security Register, or by wire transfer to the account designated by such Person by a prior written notice to the Purchase Contract Agent. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Purchase Contract Agent by manual signature, this Corporate Units Certificate shall not be entitled to any benefit under the Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any purpose.