Thirty-Eighth Supplemental Indenture



 Exhibit 4.3 
  

  
 WESTAR ENERGY, INC. 
  
 TO 
  
 BNY MIDWEST TRUST COMPANY 
 as Trustee 
  
 (as Successor to 
 HARRIS TRUST AND SAVINGS BANK) 
  

  
 THIRTY-EIGHTH SUPPLEMENTAL INDENTURE 
  
 Dated as of January 18, 2005 
  
 First Mortgage Bonds, 5.15% Series Due 2017 
  
 First Mortgage Bonds, 5.95% Series Due 2035 
  








 TABLE OF CONTENTSa 
  

					
	 	  	 	  	Page


	 Parties
	  	1
		
	 Recitals
	  	1
		
	 Granting Clause
	  	4
		
	 Habendum
	  	4
		
	 Exceptions and Reservations
	  	4
	
	ARTICLE I
	
	Description of Bonds of the
	2017 Series
			
	 SECTION 1.
	  	General Description of Bonds of the 2017 Series	  	6
			
	 SECTION 2.
	  	Denominations of Bonds of the 2017 Series and privilege of exchange	  	7
			
	 SECTION 3.
	  	Form of Bonds of the 2017 Series	  	8
			
	 SECTION 4.
	  	Execution and Form of Temporary Bonds of the 2017 Series	  	12
		
	 ARTICLE II
  
 Issue of Bonds of the 2017 Series
	  	 
			
	 SECTION 1.
	  	Limitations as to Principal Amount of Bonds of the 2017 Series	  	12
			
	 SECTION 2.
	  	Execution and Delivery of Bonds of the 2017 Series	  	12
	
	 ARTICLE III
  
 Redemption and Substitution of Bonds of the 2017 Series

			
	 SECTION 1.
	  	Optional Redemption of Bonds of the 2017 Series	  	12



	a	Note: The Table of Contents is not part of this Supplemental Indenture and should not be considered as such. It is included only for purposes of convenience.


  

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	 	  	 	  	Page


	 SECTION 2.
	  	Substitution of Bonds of the 2017 Series	  	14
	
	ARTICLE IV
	
	Description of Bonds of the
	2035 Series
			
	 SECTION 1.
	  	General Description of Bonds of the 2035 Series	  	15
			
	 SECTION 2.
	  	Denominations of Bonds of the 2035 Series and privilege of exchange	  	16
			
	 SECTION 3.
	  	Form of Bonds of the 2035 Series	  	17
			
	 SECTION 4.
	  	Execution and Form of Temporary Bonds of the 2035 Series	  	21
	
	ARTICLE V
	
	Issue of Bonds of the 2035 Series
			
	 SECTION 1.
	  	Limitations as to Principal Amount of Bonds of the 2035 Series	  	21
			
	 SECTION 2.
	  	Execution and Delivery of Bonds of the 2035 Series	  	21
	
	ARTICLE VI
	
	Redemption and Substitution of Bonds of the 2035 Series
			
	 SECTION 1.
	  	Optional Redemption of Bonds of the 2035 Series	  	21
			
	 SECTION 2.
	  	Substitution of Bonds of the 2035 Series	  	23
	
	ARTICLE VII
	
	Additional Covenants
			
	 SECTION 1.
	  	Title to mortgaged property	  	24
			
	 SECTION 2.
	  	To retire certain portions of Bonds upon release of all or substantially all of the electric properties	  	24
	
	ARTICLE VIII
	
	Amendments and Reservations of Rights to Amend the Original Indenture
			
	 SECTION 1.
	  	So long as bonds issued prior to January 1, 1997 remain outstanding:	  	 
			
	 	  	 Bonds issuable on basis only of 60% of net bondable value of property additions not subject to an unfunded prior lien
	  	25

  

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	 	  	 	  	Page


	 	  	 Monies deposited with Trustee under Section 5(a) of Article III of the Original Indenture may not be withdrawn in an amount in excess of
60% of net bondable value of property additions not subject to an unfunded prior lien, notwithstanding provisions of Section 3(a) of Article VIII of the Original Indenture
	  	25
			
	 	  	 Amendment of definition of net bondable value of property additions subject to an unfunded prior lien
	  	25
			
	 	  	 Amendment of covenants in Sections 14 and 16 of Article IV and Section 1 of Article XII of the Original Indenture with respect to
acquisition of property subject to an unfunded prior lien
	  	25
			
	 	  	 Definitions: minimum charge for depreciation; net earnings available for interest; depreciation and property retirement; net earnings of
another corporation available for interest, depreciation and property retirement
	  	26
			
	 SECTION 2.
	  	Facsimile Signatures	  	28
			
	 SECTION 3.
	  	Reservation of Right to Amend Article VII	  	28
			
	 SECTION 4.
	  	Reservation of Right to Delete certain requirements and conditions	  	31
			
	 SECTION 5.
	  	Issuance of Variable Rate Bonds	  	31
			
	 SECTION 6.
	  	Substitution of Bonds	  	31
			
	 SECTION 7.
	  	Addition of a governing law clause	  	32
			
	 SECTION 8.
	  	Event of default for failure to pay final judgments in excess of $100,000	  	32
			
	 SECTION 9.
	  	Net earnings test in connection with property acquisitions	  	32
			
	 SECTION 10.
	  	Addition of Nuclear Fuel	  	33
			
	 SECTION 11.
	  	Modernization of the Original Indenture	  	33
	
	ARTICLE IX
	
	Miscellaneous Provisions
			
	 SECTION 1.
	  	Acceptance of Trust	  	34
			
	 SECTION 2.
	  	Responsibility and Duty of Trustee	  	34

  

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	 	  	 	  	Page


	 SECTION 3.
	  	Parties to include successors and assigns	  	34
			
	 SECTION 4.
	  	Benefits restricted to parties and to holders of Bonds and coupons	  	34
			
	 SECTION 5.
	  	Execution in counterparts	  	35
			
	 SECTION 6.
	  	Titles of Articles not part of the Thirty-Eighth Supplemental Indenture	  	35
			
	 TESTIMONIUM
	  	 	  	S-1
		
	 SIGNATURES AND SEALS
	  	S-1
		
	 ACKNOWLEDGMENTS
	  	S-2
	
	 APPENDIX A

	
	DESCRIPTION OF PROPERTIES

  

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 THIRTY-EIGHTH SUPPLEMENTAL INDENTURE, dated as of the 18th day of January, Two Thousand and Five, made by and between Westar Energy, Inc., formerly The Kansas Power and Light Company, a corporation organized and
existing under the laws of the State of Kansas (hereinafter called the “Company”), party of the first part, and BNY Midwest Trust Company, an Illinois trust company whose mailing address is 2 North LaSalle Street, Suite 1020,
Chicago, IL 60602 (hereinafter called the “Trustee”), as Trustee (as successor to Harris Trust and Savings Bank), under the Mortgage and Deed of Trust dated July 1, 1939, hereinafter mentioned, party of the second part; 

 
 WHEREAS, the Company has heretofore executed and delivered to the Trustee
its Mortgage and Deed of Trust dated July 1, 1939 (hereinafter referred to as the “Original Indenture”), to provide for and to secure the issue of First Mortgage Bonds of the Company, issuable in series, and to declare the terms and
conditions upon which the Bonds (as defined in the Original Indenture) are to be issued thereunder; and 
  
 WHEREAS, the Company has heretofore executed and delivered to the Trustee Thirty-Seven Supplemental Indentures supplemental to said Original Indenture, of
which Thirty-Five provided for the issuance thereunder of series of the Company’s First Mortgage Bonds, and there is set forth below information with respect to such Supplemental Indentures as have provided for the issuance of Bonds, and the
principal amount of Bonds which remain outstanding as of January 17, 2005. 
  

										
	 Supplemental Indenture

	  	Date

	  	Series of First
Mortgage Bonds
Provided For

	 	Principal
Amount
Issued

	  	Principal
Amount
Outstanding


	 Supplemental Indenture
	  	July 1, 1939	  	3 1/2% Series
Due 1969	 	$	26,500,000	  	None
	 Second Supplemental Indenture
	  	April 1, 1949	  	2 7/8% Series
Due 1979	 	 	10,000,000	  	None
	 Fourth Supplemental Indenture
	  	October 1, 1949	  	2 3/4% Series
Due 1979	 	 	6,500,000	  	None
	 Fifth Supplemental Indenture
	  	December 1, 1949	  	2 3/4% Series
Due 1984	 	 	32,500,000	  	None
	 Seventh Supplemental Indenture
	  	December 1, 1951	  	3 1/4% Series
Due 1981	 	 	5,250,000	  	None
	 Eighth Supplemental Indenture
	  	May 1, 1952	  	3 1/4% Series
Due 1982	 	 	4,750,000	  	None
	 Ninth Supplemental Indenture
	  	October 1, 1954	  	3 1/8% Series
Due 1984	 	 	8,000,000	  	None
	 Tenth Supplemental Indenture
	  	September 1, 1961	  	4 3/4% Series
Due 1991	 	 	13,000,000	  	None
	 Eleventh Supplemental Indenture
	  	April 1, 1969	  	7 5/8% Series
Due 1999	 	 	19,000,000	  	None
	 Twelfth Supplemental Indenture
	  	September 1, 1970	  	8 3/4% Series
Due 2000	 	 	20,000,000	  	None









									
	 Supplemental Indenture

	  	Date

	  	Series of First
Mortgage Bonds
Provided For

	 	Principal
Amount
Issued

	  	Principal
Amount
Outstanding


	 Thirteenth Supplemental Indenture
	  	February 1, 1975	  	8 5/8% Series
Due 2005	 	35,000,000	  	None
	 Fourteenth Supplemental Indenture
	  	May 1, 1976	  	8 5/8% Series
Due 2006	 	45,000,000	  	None
	 Fifteenth Supplemental Indenture
	  	April 1, 1977	  	5.90% Pollution
Control Series
Due 2007	 	32,000,000	  	None
	 Sixteenth Supplemental Indenture
	  	June 1, 1977	  	8 1/8% Series
Due 2007	 	30,000,000	  	None
	 Seventeenth Supplemental Indenture
	  	February 1, 1978	  	8 3/4% Series
Due 2008	 	35,000,000	  	None
	 Eighteenth Supplemental Indenture
	  	January 1, 1979	  	6 3/4% Pollution
Control Series
Due 2009	 	45,000,000	  	None
	 Nineteenth Supplemental Indenture
	  	May 1, 1980	  	8 1/4% Pollution
Control Series
Due 1983	 	45,000,000	  	None
	 Twentieth Supplemental Indenture
	  	November 1, 1981	  	16.95% Series
Due 1988	 	25,000,000	  	None
	 Twenty-First Supplemental Indenture
	  	April 1, 1982	  	15% Series
Due 1992	 	60,000,000	  	None
	 Twenty-Second Supplemental Indenture
	  	February 1, 1983	  	9 5/8% Pollution
Control Series
Due 2013	 	58,500,000	  	None
	 Twenty-Third Supplemental Indenture
	  	July 1, 1986	  	8 1/4% Series
Due 1996	 	60,000,000	  	None
	 Twenty-Fourth Supplemental Indenture
	  	March 1, 1987	  	8 5/8% Series
Due 2017	 	50,000,000	  	None
	 Twenty-Fifth Supplemental Indenture
	  	October 15, 1988	  	9.35% Series
Due 1998	 	75,000,000	  	None
	 Twenty-Sixth Supplemental Indenture
	  	February 15, 1990	  	8 7/8% Series
Due 2000	 	75,000,000	  	None
	 Twenty-Seventh Supplemental Indenture
	  	March 12, 1992	  	7.46% Demand
Series	 	370,000,000	  	None
	 Twenty-Eighth Supplemental Indenture
	  	July 1, 1992	  	7 1/4% Series
Due 1999	 	125,000,000	  	None
	 	  	 	  	8 1/2% Series
Due 2022	 	125,000,000	  	None
	 Twenty-Ninth Supplemental Indenture
	  	August 20, 1992	  	7 1/4% Series
Due 2002	 	100,000,000	  	None

  

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	 Supplemental Indenture

	  	Date

	  	Series of First
Mortgage Bonds
Provided For

	 	Principal
Amount
Issued

	  	Principal
Amount
Outstanding


	 Thirtieth Supplemental Indenture
	  	February 1, 1993	  	6% Pollution
Control Revenue
Refunding Series
Due 2033	 	58,500,000	  	None
	 Thirty-First Supplemental Indenture
	  	April 15, 1993	  	7.65% Series
Due 2023	 	100,000,000	  	None
	 Thirty-Second Supplemental Indenture
	  	April 15, 1994	  	7 1/2% Series
Pollution Control
Revenue Refunding
Series Due 2032	 	75,500,000	  	75,500,000
	 Thirty-Third Supplemental Indenture
	  	August 11, 1997	  	6 7/8% Convertible
Series Due 2004	 	370,000,000	  	None
	 	  	 	  	7 1/8% Convertible
Series Due 2009	 	150,000,000	  	None
	 Thirty-Fourth Supplemental Indenture
	  	June 28, 2000	  	9 1/2% Series
Due 2003	 	397,800,000	  	None
	 Thirty-Fifth Supplemental Indenture
	  	May 10, 2002	  	7 7/8% Series
Due 2007	 	365,000,000	  	365,000,000
	 Thirty-Sixth Supplemental Indenture
	  	June 1, 2004	  	5.00% Series
Due 2033	 	58,340,000	  	58,340,000
	 Thirty-Seventh Supplemental Indenture
	  	June 17, 2004	  	6.00% Series
Due 2014	 	250,000,000	  	250,000,000

  
 ; and 
  
 WHEREAS, the Company is entitled at this time to have authenticated and
delivered additional bonds in substitution for refundable Bonds, upon compliance with the provisions of Article III of the Original Indenture, as amended; and 
  

WHEREAS, the Company desires by this Thirty-Eighth Supplemental Indenture (hereinafter referred to as this “Supplemental Indenture”)
to supplement the Original Indenture and to provide for the creation of two new series of bonds under the Original Indenture to be designated “First Mortgage Bonds, 5.15% Series Due 2017” (hereinafter called “Bonds of the 2017
Series”) and “First Mortgage Bonds, 5.95% Series Due 2035” (hereinafter called “Bonds of the 2035 Series”); and the Original Indenture provides that certain terms and provisions, as determined by the Board of
Directors of the Company, of the Bonds of any particular series may be expressed in and provided by the execution of an appropriate supplemental indenture; and 
  

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 WHEREAS, the Company in the exercise of the powers and authority conferred upon and reserved to it under
the provisions of the Original Indenture and indentures supplemental thereto, and pursuant to appropriate resolutions of its Board of Directors, has duly resolved and determined to make, execute and deliver to the Trustee a supplemental indenture in
the form hereof for the purposes herein provided; and 
  
 WHEREAS,
all conditions and requirements necessary to make this Supplemental Indenture a valid, binding and legal instrument have been done, performed and fulfilled, and the execution and delivery hereof have been in all respects duly authorized; 

 
 NOW, THEREFORE, THIS INDENTURE WITNESSETH: That, in consideration of the
premises and of the mutual covenants herein contained and of the sum of One Dollar duly paid by the Trustee to the Company at or before the time of the execution of these presents, and of other valuable considerations, the receipt whereof is hereby
acknowledged, and in order further to secure the payment of the principal of and interest and premium, if any, on all Bonds at any time issued and outstanding under the Original Indenture as amended by all indentures supplemental thereto
(hereinafter sometimes collectively called the “Indenture”) according to their tenor, purport and effect, and to declare certain terms and conditions upon and subject to which Bonds are to be issued and secured, the Company has
executed and delivered this Supplemental Indenture, and by these presents grants, bargains, sells, warrants, aliens, releases, conveys, assigns, transfers, mortgages, pledges, sets over and ratifies and confirms unto BNY Midwest Trust Company, as
Trustee, and to its successors in trust under the Indenture forever, all and singular the following described properties (in addition to all other properties heretofore specifically subjected to the lien of the Indenture and not heretofore released
from the lien thereof), that is to say: 
  
 FIRST.

  
 All and singular the rents, real estate, chattels real,
easements, servitudes, and leaseholds of the Company, or which, subject to the provisions of Article XII of the Original Indenture, the Company may hereafter acquire, including, among other things, the property described in Appendix A hereto under
the caption “First”, which description is hereby incorporated herein by reference and made a part hereof as if fully set forth herein, together with all improvements of any type located thereon. 
  
 Also all power houses, plants, buildings and other structures, dams, dam
sites, substations, heating plants, gas works, holders and tanks, compressor stations, gasoline extraction plants, together with all and singular the electric heating, gas and mechanical appliances appurtenant thereto of every nature whatsoever, now
owned by the Company or which it may hereafter acquire, including all and singular the machinery, engines, boilers, furnaces, generators, dynamos, turbines and motors, and all and every character of mechanical appliance for generating or producing
electricity, steam, water, gas and other agencies for light, heat, cold or power or any other purpose whatsoever. 
  
 SECOND. 
  
 Also all transmission and distribution systems used for the transmission and distribution of electricity, steam, water, gas and other agencies for light, heat, cold or power, or any other purpose whatever, whether underground or overhead or
on the surface or otherwise of the Company, or which, subject to the provisions of Article XII of the Original Indenture, the Company may hereafter acquire, including all 

  

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poles, posts, wires, cables, conduits, mains, pipes, tubes, drains, furnaces, switchboards, transformers, insulators, meters, lamps, fuses, junction boxes,
water pumping stations, regulator stations, town border metering stations and other electric, steam, water and gas fixtures and apparatus. 
  
 THIRD. 
  
 Also all franchises and all permits, ordinances, easements, privileges and immunities and licenses, all rights to construct, maintain and operate
overhead, surface and underground systems for the distribution and transmission of electricity, gas, water or steam for the supply to itself or others of light, heat, cold or power or any other purpose whatsoever, all rights-of-way, all waters,
water rights and flowage rights and all grants and consents, now owned by the Company or, subject to the provisions of Article XII of the Original Indenture, which it may hereafter acquire. 
  
 Also all inventions, patent rights and licenses of every kind now owned by
the Company or, subject to the provisions of Article XII of the Original Indenture, which it may hereafter acquire. 
  
 FOURTH. 
  
 Also, subject to the provisions of Article XII of the Original Indenture, all other property, real, personal and mixed (except as therein or herein expressly excepted) of every nature and kind and wheresoever situated now or hereafter
possessed by or belonging to the Company, or to which it is now, or may at any time hereafter be, in any manner entitled at law or in equity. 
  
 FIFTH. 
  
 Also any and all property of any kind or description which may from time to time after the date of the Original Indenture by delivery or by writing of any
kind be conveyed, mortgaged, pledged, assigned or transferred to the Trustee by the Company or by any person, copartnership or corporation, with the consent of the Company or otherwise, and accepted by the Trustee, to be held as part of the
mortgaged property; and the Trustee is hereby authorized to accept and receive any such property and any such conveyance, mortgage, pledge, assignment and transfer, as and for additional security hereunder, and to hold and apply any and all such
property subject to and in accordance with the terms and provisions upon which such conveyance, mortgage, pledge, assignment or transfer shall be made. 
  
 SIXTH. 
  
 Together with all and singular, the tenements, hereditaments and appurtenances belonging or in any wise appertaining to the aforesaid property or any part
thereof, with the reversion and reversions, remainder and remainders, tolls, rents, revenues, issues, income, products and profits thereof, and all the estate, right, title, interest and claim whatsoever, at law and in equity, which the Company now
has or may hereafter acquire in and to the aforesaid property and franchises and every part and parcel thereof. 
  
 EXPRESSLY EXCEPTING AND EXCLUDING, HOWEVER, all properties of the character excepted from the lien of the Original Indenture. 
  

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 TO HAVE AND TO HOLD all said properties, real, personal and mixed, mortgaged, pledged and conveyed by the
Company as aforesaid, or intended so to be, unto the Trustee and its successors and assigns forever; 
  
 SUBJECT, HOWEVER, to the exceptions and reservations hereinabove referred to, to existing leases other than leases which by their terms are subordinate to
the lien of the Indenture, to existing liens upon rights-of-way for transmission or distribution line purposes, as defined in Article I of the Original Indenture; and any extensions thereof, and subject to existing easements for streets, alleys,
highways, rights-of-way and railroad purposes over, upon and across certain of the property herein before described and subject also to all the terms, conditions, agreements, covenants, exceptions and reservations expressed or provided in the deeds
or other instruments respectively under and by virtue of which the Company acquired the properties hereinabove described and to undetermined liens and charges, if any, incidental to construction or other existing permitted liens as defined in
Article I of the Original Indenture; 
  
 IN TRUST, NEVERTHELESS,
upon the terms and trusts in the Original Indenture, and the indentures supplemental thereto, including this Supplemental Indenture, set forth, for the equal and proportionate benefit and security of all present and future holders of the Bonds and
coupons issued and to be issued thereunder, or any of them, without preference of any of said Bonds and coupons of any particular series over the Bonds and coupons of any other series by reason of priority in the time of issue, sale or negotiation
thereof, or by reason of the purpose of issue or otherwise howsoever, except as otherwise provided in Section 2 of Article IV of the Original Indenture. 
  
 AND IT IS HEREBY COVENANTED, DECLARED AND AGREED, by and between the parties hereto for the benefit of those who shall hold the Bonds and coupons, or any
of them, to the be issued under the Indenture as follows: 
  
 ARTICLE I 
  
 DESCRIPTION OF BONDS OF THE

 2017 SERIES 
  
 SECTION 1. The Bonds of the 2017 Series to be executed, authenticated and delivered under and secured by the Original Indenture shall be designated as
“First Mortgage Bonds, 5.15% Series Due 2017” of the Company. The Bonds of the 2017 Series shall be executed, authenticated and delivered in accordance with the provisions of, and shall in all respects be subject to, all of the terms,
conditions and covenants of the Indenture and subject to all the terms, conditions and covenants of this Supplemental Indenture. 
  
 Bonds of the 2017 Series shall mature January 1, 2017 and shall bear interest at the rate of five and fifteen one hundredth (5.15%) per annum payable
semi-annually on the first day of January and July in each year, commencing July 1, 2005. Every Bond of the 2017 Series shall be dated the date of authentication except that, notwithstanding the provisions of Section 6 of Article II of the Original
Indenture, if any Bond of the 2017 Series shall be authenticated at any time subsequent to the record date (as hereinafter in this Section defined) for any interest payment date but prior to the day following such interest payment date, it shall be
dated as of the day following such interest payment date, provided, however, if at the time of authentication of any Bond of the 2017 

  

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Series interest shall be in default on any Bonds of the 2017 Series, such Bond shall be dated as of the day following the interest payment date to which
interest has previously been paid in full or made available for payment in full on outstanding Bonds of the 2017 Series, as the case may be, or, if no interest has been paid or made available for payment, as of the date of initial authentication and
delivery of such Bond. Every Bond of the 2017 Series shall bear interest from the January 1, or July 1, next preceding the date thereof, unless such Bond shall be dated prior to July 1, 2005, in which case it shall bear interest from January 18,
2005. 
  
 The person in whose name any Bond of the 2017 Series is
registered at the close of business on any record date with regard to any interest payment date shall be entitled to receive the interest payable thereon on such interest payment date notwithstanding the cancellation of such Bond upon the transfer
or exchange thereof subsequent to such record date and prior to the day following such interest payment date, unless the Company shall default in the payment of the interest due on such interest payment date, in which case such defaulted interest
shall be paid to the person in whose name such Bond is registered on the date of payment of such defaulted interest. The term “record date” as used in this Section with regard to any January 1 interest payment date shall mean the
close of business on the next preceding December 15 and with regard to any July 1 interest payment date shall mean the close of business on the next preceding June 15, or if such day is not a business day, the business day next preceding such day.
The Bonds of the 2017 Series shall be payable as to principal, premium, if any, and interest, in any coin or currency of the United States of America which at the time of payment is legal tender for public and private debts, at the agency of the
Company in the City of Chicago, Illinois, or at the option of the holder thereof at the agency of the Company in the Borough of Manhattan, The City of New York, provided that at the option of the Company interest may be paid by check mailed to the
holder at such holder’s registered address. 
  
 SECTION 2.
The Bonds of the 2017 Series shall be registered bonds without coupons of the denominations of $1,000 and of any multiples of $1,000, numbered consecutively from R-1. Bonds of the 2017 Series may each be interchanged for other bonds within the same
Series in authorized denominations and in the same aggregate principal amounts, without charge, except for any tax or governmental charge imposed in connection with such interchange. 
  

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 SECTION 3. The Bonds of the 2017 Series, and the Trustee’s Certificate with respect thereto, shall
be substantially in the following forms, respectively: 
  
 [FORM OF
LEGEND FOR GLOBAL SECURITY] 
  
 THIS SECURITY IS A GLOBAL SECURITY WITHIN THE
MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN
PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. 
  
 UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO
THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY
PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN 
  
 [FORM OF BOND OF THE 2017 SERIES] 
  
 CUSIP
             
  
 WESTAR ENERGY, INC. 
  
 (Incorporated under the laws of the State of Kansas) 
  
 FIRST MORTGAGE BOND, 5.15% SERIES DUE 2017 
  
 DUE JANUARY
1, 2017 
  

			
	No.             	  	$                     

  
 WESTAR ENERGY, INC., a
corporation organized and existing under the laws of the State of Kansas (hereinafter called the “Company”, which term shall include any successor corporation as defined in the Indenture hereinafter referred to), for value received,
hereby promises to pay to                      or registered assigns, on the 1st day of January, 2017, the sum of
                     Dollars in any coin or currency of the United States of America which at the time of payment is legal tender for
public and private debts, and to pay interest thereon in like coin or currency from the first day of January or July next preceding the date of this Bond (the “Bonds”) unless this Bond shall be dated prior to July 1, 2005, in which
case from January 18, 2005, at the rate of five and fifteen one-hundredth percent (5.15%) per annum, payable semiannually, on the first days of January and July in each year, commencing July 1, 2005, until maturity, or, if 

  

 -8- 








 
this Bond shall be duly called for redemption or submitted for repurchase, until the redemption date or repurchase date, as the case may be, or, if the
Company shall default in the payment of the principal or premium hereof, until the Company’s obligation with respect to the payment of such principal or premium shall be discharged as provided in the Indenture hereinafter mentioned. The
interest payable on any January 1 interest payment date as aforesaid will be paid to the person in whose name this Bond is registered at the close of business on the next preceding December 15 and with respect to any July 1 interest payment date
shall mean the close of business on the next preceding June 15, or if such day is not a business day, the business day next preceding such day (the “record date”), unless the Company shall default in the payment of the interest due
on such interest payment date, in which case such defaulted interest shall be paid to the person in whose name this Bond is registered on the date of payment of such defaulted interest. Principal of, premium, if any, and interest on, this Bond are
payable at the agency of the Company in the City of Chicago, Illinois in immediately available funds, or at the option of the holder thereof at the agency of the Company in the Borough of Manhattan, The City of New York, provided that at the option
of the Company interest may be paid by check mailed to the holder at such holder’s registered address. 
  
 This Bond is one of a duly authorized issue of Bonds of the Company (herein called the “Bonds”), in unlimited aggregate principal amount,
of the series hereinafter specified, all issued and to be issued under and equally secured by a Mortgage and Deed of Trust, dated July 1, 1939, executed by the Company to BNY Midwest Trust Company (herein called the “Trustee”), as
Trustee (as successor to Harris Trust and Savings Bank), as amended by the indentures supplemental thereto including the thirty-eighth indenture supplemental thereto dated as of January 18, 2005 (herein called the “Supplemental
Indenture”), between the Company and the Trustee (said Mortgage and Deed of Trust, as so amended, being herein called the “Indenture”), to which Indenture and all indentures supplemental thereto reference is hereby made for
a description of the properties mortgaged and pledged, the nature and extent of the security, the rights of the bearers or registered owners of the Bonds and of the Trustee in respect thereto, and the terms and conditions upon which the Bonds are,
and are to be, secured. The Bonds may be issued in series, for various principal sums, may mature at different times, may bear interest at different rates and may otherwise vary as in the Indenture provided. This Bond is one of a series designated
as the “First Mortgage Bonds, 5.15% Series Due 2017” (herein called “Bonds of the 2017 Series”) of the Company, issued under and secured by the Indenture executed by the Company to the Trustee. 
  
 To the extent permitted by, and as provided in the Indenture, modifications
or alterations of the Indenture or of any indenture supplemental thereto, and of the rights and obligations of the Company and of the holders of the Bonds and coupons, may be made with the consent of the Company by an affirmative vote of not less
than 60% in principal amount of the Bonds entitled to vote then outstanding, at a meeting of Bondholders called and held as provided in the Indenture, and by an affirmative vote of not less than 60% in principal amount of the Bonds of any series
entitled to vote then outstanding and affected by such modification or alteration, in case one or more but less than all of the series of Bonds then outstanding under the Indenture are so affected. No modification or alteration shall be made which
will affect the terms of payment of the principal of or premium, if any, or interest on, this Bond, which are unconditional. The Company has reserved the right to make certain amendments to the Indenture, without any consent or other action by
holders of the Bonds of this series (i) to the extent necessary from time to time to qualify the Indenture under the Trust Indenture Act of 1939, (ii) to delete the requirement that the Company meet a net earnings test as a condition to
authenticating additional Bonds or merging into another company, (iii) to make certain other amendments which make the provisions for the release of mortgaged property less restrictive and (iv) to make certain other amendments, all as more fully
provided in the Indenture and in the 

  

 -9- 








 
Supplemental Indenture. In addition, once all Bonds issued prior to January 1, 1997 are no longer outstanding, the Company will be permitted to issue
additional Bonds in an amount equal to 70% of the value of net bondable property additions not subject to an unfunded prior lien, as provided in the Original Indenture. 
  
 This Bond is subject to redemption at any time and from time to time prior to maturity at the option of the Company at a
price determined as provided in the Supplemental Indenture. Such redemption in every case shall be effected upon notice given by: (1) first class mail, postage prepaid, at least thirty days and not more than sixty days prior to the redemption date,
to the registered owners of such Bonds at their addresses as the same shall appear on the transfer register of the Company; and (2) stating, among other things, the redemption price and date, in each case, subject to the conditions of and as more
fully set forth in the Indenture. 
  
 Notwithstanding the
foregoing, a notice of redemption may provide that the optional redemption described in such notice is conditioned upon the occurrence of certain events before the date of redemption. Such notice of conditional redemption will be of no effect unless
all such conditions to the redemption shall have occurred before the redemption date or shall have been waived by the Company. 
  
 In case an event of default, as defined in the Indenture, shall occur, the principal of all of the Bonds at any such time outstanding under the Indenture
may be declared or may become due and payable, upon the conditions and in the manner and with the effect provided in the Indenture. The Indenture provides that such declaration may in certain events be waived by the holders of a majority in
principal amount of the Bonds outstanding. 
  
 This Bond is
transferable by the registered owner hereof, in person or by duly authorized attorney, on the books of the Company to be kept for that purpose at the agency of the Company in the City of Chicago, Illinois, and at the agency of the Company in the
Borough of Manhattan, The City of New York, upon surrender and cancellation of this Bond and on presentation of a duly executed written instrument of transfer, and thereupon a new registered Bond or Bonds of the same series, of the same aggregate
principal amount and in authorized denominations will be issued to the transferee or transferees in exchange herefor; and this Bond, with or without others of like form and series, may in like manner be exchanged for one or more new registered Bonds
of the same series of other authorized denominations but of the same aggregate principal amount; all upon payment of the charges and subject to the terms and conditions set forth in the Indenture. 
  
 The Company or a successor entity may deliver to the Trustee in substitution
for any Bonds of the 2017 Series, mortgage bonds or other similar instruments as set forth in the Indenture. 
  
 Subject to the preceding sentence, no recourse shall be had for the payment of the principal of or premium, if any, or interest on this Bond, or for any
claim based hereon or on the Indenture or any indenture supplemental thereto, against any incorporator, or against any stockholder, director or officer, past, present or future, of the Company, or of any predecessor or successor corporation, as
such, either directly or through the Company or any such predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability,
whether at common law, in equity, by any constitution, statute or otherwise, of incorporators, stockholders, directors or officers being released by every owner hereof by the acceptance of this Bond and as part of the consideration for the issue
hereof, and being likewise released by the terms of the Indenture. 
  

 -10- 








 No director, officer, employee or stockholder of the Company will have any liability for any obligations
of the Company under the Bonds or Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder by accepting a Bond waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Bonds. The waiver may not be effective to waive liabilities under the federal securities laws. It is the view of the Securities and Exchange Commission that this type of waiver is against public policy. 

 
 This Bond shall not be entitled to any benefit under the Indenture or any
indenture supplemental thereto, or become valid or obligatory for any purpose, until BNY Midwest Trust Company, the Trustee (as successor to Harris Trust and Savings Bank) under the Indenture, or a successor trustee thereto under the Indenture,
shall have signed the form of certificate endorsed hereon. 
  
 IN
WITNESS WHEREOF, WESTAR ENERGY, INC. has caused this Bond to be signed in its name by its Chairman of the Board, President and Chief Executive Officer or a Vice President, manually or by facsimile, and its corporate seal (or a facsimile thereof) to
be hereto affixed and attested by its Secretary or an Assistant Secretary, manually or by facsimile. 
  

					
	Dated:	 	 	 	 
		
	 	 	WESTAR ENERGY, INC.
			
	 	 	By	 	  


			
	Attest:	 	 	 	 
			
	  

	 	 	 	 

  

 -11- 








 [FORM OF TRUSTEE’S CERTIFICATE] 
  
 This Bond is one of the Bonds, of the series designated herein, described in the within-mentioned Mortgage and Deed of Trust
of July 1, 1939 and Supplemental Indenture dated as of January 18, 2005. 
  

			
	 BNY MIDWEST TRUST COMPANY
As Trustee

		
	By	 	  




  
 SECTION 4. Until
Bonds of the 2017 Series in definitive form are ready for delivery, the Company may execute, and upon its request in writing the Trustee shall authenticate and deliver, in lieu thereof, Bonds of the 2017 Series in temporary form, as provided in
Section 9 of Article II of the Original Indenture. 
  
 ARTICLE
II 
  
 ISSUE OF BONDS OF THE 2017 SERIES 
  
 SECTION 1. The total principal amount of Bonds of the 2017 Series which may
be authenticated and delivered hereunder is not limited except as the Original Indenture and this Supplemental Indenture limit the principal amount of Bonds which may be issued thereunder. 
  
 SECTION 2. Bonds of the 2017 Series for the aggregate principal amount of
$125,000,000 may forthwith be executed by the Company and delivered to the Trustee and shall be authenticated by the Trustee and delivered (either before or after the filing or recording hereof) to or upon the order of the Company, upon receipt by
the Trustee of the resolutions, certificates, instruments and opinions required by Article III of the Original Indenture. 
  
 ARTICLE III 
  
 REDEMPTION AND SUBSTITUTION OF BONDS OF THE 2017 SERIES 
  
 SECTION 1. 
  
 (1) Optional Redemption of Bonds of the 2017 Series. At any time, and from time to time, the Company may redeem all or any portion of the Bonds of
the 2017 Series, after giving the required notice under subsection (2) of this Article III, Section 1, at a redemption price equal to the greater of: 
  
 (a) 100% of the principal amount of the Bonds of the 2017 Series to be redeemed, or 
  
 (b) the sum of the present values of the remaining scheduled
payments of the principal amount of Bonds of the 2017 Series to be redeemed and interest thereon (exclusive of interest to the redemption date) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate plus 20 basis points, 
  

 -12- 








 plus, in either case, accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of
record on the relevant record date to receive interest due on the relevant interest payment date). 
  
 The “Treasury Rate” will be determined on the third business day preceding the redemption date and means, with respect to any redemption date:

  
 (1) the yield, under the heading which represents the average
for the immediately preceding week, appearing in the most recently published statistical release published by the Board of Governors of the Federal Reserve System designated as “Statistical Release H.15(519)” or any successor publication
which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant
Maturities,” for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the Remaining Life, yields for the two published maturities most closely corresponding to the Comparable
Treasury Issue will be determined and the Treasury Rate will be interpolated or extrapolated from those yields on a straight-line basis, rounding to the nearest month), or 
  
 (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not
contain those yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to
the Comparable Treasury Price for the redemption date. 
  
 “Comparable Treasury Issue” means, in the case of the Bonds of the 2017 Series, the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to the remaining term, referred to
as the Remaining Life, of the Bonds of the 2017 Series to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to
the Remaining Life. 
  
 “Comparable Treasury Price”
means (1) the average of three Reference Treasury Dealer Quotations for that redemption date, or (2) if the Independent Investment Banker is unable to obtain three Reference Treasury Dealer Quotations, the average of all quotations obtained.

  
 “Independent Investment Banker” means an independent
investment banking or commercial banking institution of national standing appointed by the Company. 
  
 “Reference Treasury Dealer” means (1) any independent investment banking or commercial banking institution of national standing appointed by the
Company and any of its successors, provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in The City of New York, referred to as a Primary Treasury Dealer, the Company shall substitute therefor
another Primary Treasury Dealer, and (2) any other Primary Treasury Dealer selected by the Independent Investment Banker and approved in writing by the Company. 
  


 -13- 








 “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the
Independent Investment Banker at 3:30 p.m., New York City time, on the third business day preceding the redemption date. 
  
 (2) Notice of Redemption. Subject to the provisions of Article V of the Original Indenture, in the case of redeeming all or any portion of the
Bonds of the 2017 Series, the Company shall cause notice of redemption to be given by (1) first class mail, postage prepaid, at least thirty days and not more than sixty days prior to the date of redemption, to the registered owners of such Bonds of
the 2017 Series at their addresses as the same shall appear on the transfer register of the Company; and (2) stating, among other things, the redemption price and date. 
  
 Notwithstanding the foregoing, a notice of redemption may provide that the optional redemption described in such notice is
conditioned upon the occurrence of certain events before the date of redemption. Such notice of conditional redemption will be of no effect unless all such conditions to the redemption shall have occurred before the redemption date or shall have
been waived by the Company. If any of these events fail to occur and are not waived by the Company, the Company will be under no obligation to redeem the Bonds of the 2017 Series or pay the holders thereof any redemption proceeds and the
Company’s failure to so redeem the Bonds of the 2017 Series will not be considered a default or event of default under the Indenture. In the event that any of these conditions fail to occur or are not waived by the Company, the Company will
promptly notify the Trustee in writing that the conditions precedent to such redemption have failed to occur and the Bonds of the 2017 Series will not be redeemed. 
  
 SECTION 2. The Company may deliver to the Trustee in substitution for any Bonds of the 2017 Series, mortgage bonds or other
similar secured instruments of the Company or any successor entity, whether by merger, combination or acquisition of all or substantially all of the assets of the Company, or otherwise, issued under a mortgage and deed of trust or similar instrument
of the Company or any successor entity in like principal amount of like term and bearing the same rate of interest and having the same interest payment dates and same redemption provisions as the Bonds of the 2017 Series and which are otherwise
substantially similar to the Bonds of the 2017 Series (such substituted bonds hereinafter being referred to in this Article III, Section 2 as the “2017 Series Substituted Mortgage Bonds”). The 2017 Series Substituted Mortgage Bonds
may only be delivered to the Trustee upon receipt by the Trustee of (i) a letter from Moody’s (as hereinafter defined), dated within ten days prior to the date of delivery of the 2017 Series Substituted Mortgage Bonds, stating that its rating
of the 2017 Series Substituted Mortgage Bonds is at least equal to its then current rating on the Bonds of the 2017 Series, (ii) a letter from S&P (as hereinafter defined), dated within ten days prior to the date of delivery of the 2017 Series
Substituted Mortgage Bonds, stating that its rating to the 2017 Series Substituted Mortgage Bonds is at least equal to its then current rating on the Bonds of the 2017 Series, (iii) an opinion of counsel, which may be counsel to the Company or any
successor entity, that such substitution will not result in the recognition of capital gain or loss for U.S. federal income tax purposes to the holders of the Bonds of the 2017 Series, (iv) an opinion of counsel which may be counsel to the Company
or any successor entity, to the effect that the 2017 Series Substituted Mortgage Bonds shall have been duly and validly authorized, executed, authenticated, and delivered and shall constitute the valid, legally binding and enforceable obligations of
the Company or any successor entity 

  

 -14- 








 
enforceable in accordance with their terms, except as limited by bankruptcy, insolvency or other laws affecting the enforcement of mortgagees’ and other
creditors’ rights and shall be entitled to the benefit of the mortgage and deed of trust or other similar instrument pursuant to which they shall have been issued and (v) such other certificates and documents with respect to the issuance and
delivery of the 2017 Series Substituted Mortgage Bonds as may be required by law or as the Trustee may reasonably request. 
  
 “Moody’s” means Moody’s Investor Services, Inc., a corporation organized and existing under the laws of the State of Delaware, its
successors and their assigns, except that if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, then the term “Moody’s” shall be deemed to refer to any other
nationally recognized securities rating agency selected by the Company. 
  
 “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc., duly organized and existing under and by virtue of the laws of the State of New York, and its successors and assigns,
except that if such rating agency shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, then the term “S&P” shall be deemed to refer to any other nationally recognized securities
rating agency selected by the Company. 
  
 ARTICLE IV

  
 DESCRIPTION OF BONDS OF THE 
 2035 SERIES 
  
 SECTION 1. The Bonds of the 2035 Series to be executed, authenticated and delivered under and secured by the Original Indenture shall be designated as
“First Mortgage Bonds, 5.95% Series Due 2035” of the Company. The Bonds of the 2035 Series shall be executed, authenticated and delivered in accordance with the provisions of, and shall in all respects be subject to, all of the terms,
conditions and covenants of the Indenture and subject to all the terms, conditions and covenants of this Supplemental Indenture. 
  
 Bonds of the 2035 Series shall mature January 1, 2035 and shall bear interest at the rate of five and ninety-five one hundredth percent (5.95%) per annum
payable semi-annually on the first day of January and July in each year, commencing July 1, 2005. Every Bond of the 2035 Series shall be dated the date of authentication except that, notwithstanding the provisions of Section 6 of Article II of the
Original Indenture, if any Bond of the 2035 Series shall be authenticated at any time subsequent to the record date (as hereinafter in this Section defined) for any interest payment date but prior to the day following such interest payment date, it
shall be dated as of the day following such interest payment date, provided, however, if at the time of authentication of any Bond of the 2035 Series interest shall be in default on any Bonds of the 2035 Series, such Bond shall be dated as of
the day following the interest payment date to which interest has previously been paid in full or made available for payment in full on outstanding Bonds of the 2035 Series, as the case may be, or, if no interest has been paid or made available for
payment, as of the date of initial authentication and delivery of such Bond. Every Bond of the 2035 Series shall bear interest from the January 1, or July 1, next preceding the date thereof, unless such Bond shall be dated prior to July 1, 2005, in
which case it shall bear interest from January 18, 2005. 
  

 -15- 








 The person in whose name any Bond of the 2035 Series is registered at the close of business on any record
date with regard to any interest payment date shall be entitled to receive the interest payable thereon on such interest payment date notwithstanding the cancellation of such Bond upon the transfer or exchange thereof subsequent to such record date
and prior to the day following such interest payment date, unless the Company shall default in the payment of the interest due on such interest payment date, in which case such defaulted interest shall be paid to the person in whose name such Bond
is registered on the date of payment of such defaulted interest. The term “record date” as used in this Section with regard to any January 1 interest payment date shall mean the close of business on the next preceding December 15
and with regard to any July 1 interest payment date shall mean the close of business on the next preceding June 15, or if such day is not a business day, the business day next preceding such day. The Bonds of the 2035 Series shall be payable as to
principal, premium, if any, and interest, in any coin or currency of the United States of America which at the time of payment is legal tender for public and private debts, at the agency of the Company in the City of Chicago, Illinois, or at the
option of the holder thereof at the agency of the Company in the Borough of Manhattan, The City of New York, provided that at the option of the Company interest may be paid by check mailed to the holder at such holder’s registered address.

  
 SECTION 2. The Bonds of the 2035 Series shall be registered
bonds without coupons of the denominations of $1,000 and of any multiples of $1,000, numbered consecutively from R-1. Bonds of the 2035 Series may each be interchanged for other bonds within the same Series in authorized denominations and in the
same aggregate principal amounts, without charge, except for any tax or governmental charge imposed in connection with such interchange. 
  

 -16- 








 SECTION 3. The Bonds of the 2035 Series, and the Trustee’s Certificate with respect thereto, shall
be substantially in the following forms, respectively: 
  
 [FORM
OF LEGEND FOR GLOBAL SECURITY] 
  
 THIS SECURITY IS A GLOBAL SECURITY WITHIN THE
MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN
PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. 
  
 UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO
THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY
PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN 
  
 [FORM OF BOND OF THE 2035 SERIES] 
  
 CUSIP
             
  
 WESTAR ENERGY, INC. 
  
 (Incorporated under the laws of the State of Kansas) 
  
 FIRST MORTGAGE BOND, 5.95% SERIES DUE 2035 
  
 DUE
JANUARY 1, 2035 
  

			
	 No.             
	 	$                

  
 WESTAR ENERGY, INC., a
corporation organized and existing under the laws of the State of Kansas (hereinafter called the “Company”, which term shall include any successor corporation as defined in the Indenture hereinafter referred to), for value received,
hereby promises to pay to                      or registered assigns, on the 1st day of January, 2035, the sum of                  Dollars in any
coin or currency of the United States of America which at the time of payment is legal tender for public and private debts, and to pay interest thereon in like coin or currency from the first day of January or July next preceding the date of this
Bond (the “Bonds”) unless this Bond shall be dated prior to July 1, 2005, in which case from January 18, 2005, at the rate of five and ninety-five one hundredth percent (5.95%) per annum, payable semiannually, on the first days of
January and July in each year, commencing July 1, 2005, until maturity, 

  

 -17- 








 
or, if this Bond shall be duly called for redemption or submitted for repurchase, until the redemption date or repurchase date, as the case may be, or, if
the Company shall default in the payment of the principal or premium hereof, until the Company’s obligation with respect to the payment of such principal or premium shall be discharged as provided in the Indenture hereinafter mentioned. The
interest payable on any January 1 interest payment date as aforesaid will be paid to the person in whose name this Bond is registered at the close of business on the next preceding December 15 and with respect to any July 1 interest payment date
shall mean the close of business on the next preceding June 15, or if such day is not a business day, the business day next preceding such day (the “record date”), unless the Company shall default in the payment of the interest due
on such interest payment date, in which case such defaulted interest shall be paid to the person in whose name this Bond is registered on the date of payment of such defaulted interest. Principal of, premium, if any, and interest on, this Bond are
payable at the agency of the Company in the City of Chicago, Illinois in immediately available funds, or at the option of the holder thereof at the agency of the Company in the Borough of Manhattan, The City of New York, provided that at the option
of the Company interest may be paid by check mailed to the holder at such holder’s registered address. 
  
 This Bond is one of a duly authorized issue of Bonds of the Company (herein called the “Bonds”), in unlimited aggregate principal amount,
of the series hereinafter specified, all issued and to be issued under and equally secured by a Mortgage and Deed of Trust, dated July 1, 1939, executed by the Company to BNY Midwest Trust Company (herein called the “Trustee”), as
Trustee (as successor to Harris Trust and Savings Bank), as amended by the indentures supplemental thereto including the thirty-eighth indenture supplemental thereto dated as of January 18, 2005 (herein called the “Supplemental
Indenture”), between the Company and the Trustee (said Mortgage and Deed of Trust, as so amended, being herein called the “Indenture”), to which Indenture and all indentures supplemental thereto reference is hereby made for
a description of the properties mortgaged and pledged, the nature and extent of the security, the rights of the bearers or registered owners of the Bonds and of the Trustee in respect thereto, and the terms and conditions upon which the Bonds are,
and are to be, secured. The Bonds may be issued in series, for various principal sums, may mature at different times, may bear interest at different rates and may otherwise vary as in the Indenture provided. This Bond is one of a series designated
as the “First Mortgage Bonds, 5.95% Series Due 2035” (herein called “Bonds of the 2035 Series”) of the Company, issued under and secured by the Indenture executed by the Company to the Trustee. 
  
 To the extent permitted by, and as provided in the Indenture, modifications
or alterations of the Indenture or of any indenture supplemental thereto, and of the rights and obligations of the Company and of the holders of the Bonds and coupons, may be made with the consent of the Company by an affirmative vote of not less
than 60% in principal amount of the Bonds entitled to vote then outstanding, at a meeting of Bondholders called and held as provided in the Indenture, and by an affirmative vote of not less than 60% in principal amount of the Bonds of any series
entitled to vote then outstanding and affected by such modification or alteration, in case one or more but less than all of the series of Bonds then outstanding under the Indenture are so affected. No modification or alteration shall be made which
will affect the terms of payment of the principal of or premium, if any, or interest on, this Bond, which are unconditional. The Company has reserved the right to make certain amendments to the Indenture, without any consent or other action by
holders of the Bonds of this series (i) to the extent necessary from time to time to qualify the Indenture under the Trust Indenture Act of 1939, (ii) to delete the requirement that the Company meet a net earnings test as a condition to
authenticating additional Bonds or merging into another company, (iii) to make certain other amendments which make the provisions for the release of mortgaged property less restrictive and (iv) to make certain other amendments, all as more fully
provided in the Indenture and in the 

  

 -18- 








 
Supplemental Indenture. In addition, once all Bonds issued prior to January 1, 1997 are no longer outstanding, the Company will be permitted to issue
additional Bonds in an amount equal to 70% of the value of net bondable property additions not subject to an unfunded prior lien, as provided in the Original Indenture. 
  
 This Bond is subject to redemption at any time and from time to time prior to maturity at the option of the Company at a
price determined as provided in the Supplemental Indenture. Such redemption in every case shall be effected upon notice given by: (1) first class mail, postage prepaid, at least thirty days and not more than sixty days prior to the redemption date,
to the registered owners of such Bonds at their addresses as the same shall appear on the transfer register of the Company; and (2) stating, among other things, the redemption price and date, in each case, subject to the conditions of and as more
fully set forth in the Indenture. 
  
 Notwithstanding the
foregoing, a notice of redemption may provide that the optional redemption described in such notice is conditioned upon the occurrence of certain events before the date of redemption. Such notice of conditional redemption will be of no effect unless
all such conditions to the redemption shall have occurred before the redemption date or shall have been waived by the Company. 
  
 In case an event of default, as defined in the Indenture, shall occur, the principal of all of the Bonds at any such time outstanding under the Indenture
may be declared or may become due and payable, upon the conditions and in the manner and with the effect provided in the Indenture. The Indenture provides that such declaration may in certain events be waived by the holders of a majority in
principal amount of the Bonds outstanding. 
  
 This Bond is
transferable by the registered owner hereof, in person or by duly authorized attorney, on the books of the Company to be kept for that purpose at the agency of the Company in the City of Chicago, Illinois, and at the agency of the Company in the
Borough of Manhattan, The City of New York, upon surrender and cancellation of this Bond and on presentation of a duly executed written instrument of transfer, and thereupon a new registered Bond or Bonds of the same series, of the same aggregate
principal amount and in authorized denominations will be issued to the transferee or transferees in exchange herefor; and this Bond, with or without others of like form and series, may in like manner be exchanged for one or more new registered Bonds
of the same series of other authorized denominations but of the same aggregate principal amount; all upon payment of the charges and subject to the terms and conditions set forth in the Indenture. 
  
 The Company or a successor entity may deliver to the Trustee in substitution
for any Bonds of the 2035 Series, mortgage bonds or other similar instruments as set forth in the Indenture. 
  
 Subject to the preceding sentence, no recourse shall be had for the payment of the principal of or premium, if any, or interest on this Bond, or for any
claim based hereon or on the Indenture or any indenture supplemental thereto, against any incorporator, or against any stockholder, director or officer, past, present or future, of the Company, or of any predecessor or successor corporation, as
such, either directly or through the Company or any such predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability,
whether at common law, in equity, by any constitution, statute or otherwise, of incorporators, stockholders, directors or officers being released by every owner hereof by the acceptance of this Bond and as part of the consideration for the issue
hereof, and being likewise released by the terms of the Indenture. 
  

 -19- 








 No director, officer, employee or stockholder of the Company will have any liability for any obligations
of the Company under the Bonds or Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder by accepting a Bond waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Bonds. The waiver may not be effective to waive liabilities under the federal securities laws. It is the view of the Securities and Exchange Commission that this type of waiver is against public policy. 

 
 This Bond shall not be entitled to any benefit under the Indenture or any
indenture supplemental thereto, or become valid or obligatory for any purpose, until BNY Midwest Trust Company, the Trustee (as successor to Harris Trust and Savings Bank) under the Indenture, or a successor trustee thereto under the Indenture,
shall have signed the form of certificate endorsed hereon. 
  
 IN
WITNESS WHEREOF, WESTAR ENERGY, INC. has caused this Bond to be signed in its name by its Chairman of the Board, President and Chief Executive Officer or a Vice President, manually or by facsimile, and its corporate seal (or a facsimile thereof) to
be hereto affixed and attested by its Secretary or an Assistant Secretary, manually or by facsimile. 
  

					
	Dated:	 	 	 	 
		
	 	 	WESTAR ENERGY, INC.
			
	 	 	By	 	  


			
	Attest:	 	 	 	 
			
	  

	 	 	 	 

  

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 [FORM OF TRUSTEE’S CERTIFICATE] 
  
 This Bond is one of the Bonds, of the series designated herein, described in the within-mentioned Mortgage and Deed of Trust
of July 1, 1939 and Supplemental Indenture dated as of January 18, 2005. 
  

			
	 BNY MIDWEST TRUST COMPANY
As Trustee

		
	By	 	  




  
 SECTION 4. Until
Bonds of the 2035 Series in definitive form are ready for delivery, the Company may execute, and upon its request in writing the Trustee shall authenticate and deliver, in lieu thereof, Bonds of the 2035 Series in temporary form, as provided in
Section 9 of Article II of the Original Indenture. 
  
 ARTICLE V

  
 ISSUE OF BONDS OF THE 2035 SERIES 
  
 SECTION 1. The total principal amount of Bonds of the 2035 Series which may
be authenticated and delivered hereunder is not limited except as the Original Indenture and this Supplemental Indenture limit the principal amount of Bonds which may be issued thereunder. 
  
 SECTION 2. Bonds of the 2035 Series for the aggregate principal amount of
$125,000,000 may forthwith be executed by the Company and delivered to the Trustee and shall be authenticated by the Trustee and delivered (either before or after the filing or recording hereof) to or upon the order of the Company, upon receipt by
the Trustee of the resolutions, certificates, instruments and opinions required by Article III of the Original Indenture. 
  
 ARTICLE VI 
  
 REDEMPTION AND SUBSTITUTION OF BONDS OF THE 2035 SERIES 
  
 SECTION 1. 
  
 (1) Optional Redemption of Bonds of the 2035 Series. At any time, and from time to time, the Company may redeem all or any portion of the Bonds of
the 2035 Series, after giving the required notice under subsection (2) of this Article VI, Section 1, at a redemption price equal to: 
  
 (a) if the redemption date is prior to January 1, 2015, the greater of (i) 100% of the principal amount of the Bonds of the 2035 Series to
be redeemed or (ii) the sum of the present values of the remaining scheduled payments of the principal amount of the Bonds of the 2035 Series to be redeemed and interest thereon (exclusive of interest to the redemption date) discounted to the


  

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date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points; for
purposes of the foregoing computation, the Bonds of the 2035 Series shall be treated as if they mature on, and the last payment of interest was made on, January 1, 2015; or 
  
 (b) if the redemption date is on or after January 1, 2015, 100% of the principal amount of the Bonds of the
2035 Series to be redeemed, 
  
 plus, in either case, accrued and unpaid interest,
if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date). 
  
 The “Treasury Rate” will be determined on the third business day preceding the redemption date and means, with
respect to any redemption date: 
  
 (1) the yield, under the
heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release published by the Board of Governors of the Federal Reserve System designated as “Statistical Release
H.15(519)” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the
caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the Remaining Life, yields for the two published maturities most closely
corresponding to the Comparable Treasury Issue will be determined and the Treasury Rate will be interpolated or extrapolated from those yields on a straight-line basis, rounding to the nearest month), or 
  
 (2) if such release (or any successor release) is not published during the
week preceding the calculation date or does not contain those yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for the redemption date. 
  
 “Comparable Treasury Issue” means, in the case of the Bonds of the 2035 Series, the United States Treasury security selected by the Independent
Investment Banker as having a maturity comparable to January 1, 2015, that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to
January 1, 2015. 
  
 “Comparable Treasury Price” means
(1) the average of three Reference Treasury Dealer Quotations for that redemption date, or (2) if the Independent Investment Banker is unable to obtain three Reference Treasury Dealer Quotations, the average of all quotations obtained. 

 
 “Independent Investment Banker” means an independent investment
banking or commercial banking institution of national standing appointed by the Company. 
  
 “Reference Treasury Dealer” means (1) any independent investment banking or commercial banking institution of national standing appointed by the Company and any of its successors, provided, 

  

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however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in The City of New York, referred to as a Primary
Treasury Dealer, the Company shall substitute therefor another Primary Treasury Dealer, and (2) any other Primary Treasury Dealer selected by the Independent Investment Banker and approved in writing by the Company. 
  
 “Reference Treasury Dealer Quotations” means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted
in writing to the Independent Investment Banker at 3:30 p.m., New York City time, on the third business day preceding the redemption date. 
  
 (2) Notice of Redemption. Subject to the provisions of Article V of the Original Indenture, in the case of redeeming all or any portion of the
Bonds of the 2035 Series, the Company shall cause notice of redemption to be given by (1) first class mail, postage prepaid, at least thirty days and not more than sixty days prior to the date of redemption, to the registered owners of such Bonds of
the 2035 Series at their addresses as the same shall appear on the transfer register of the Company; and (2) stating, among other things, the redemption price and date. 
  
 Notwithstanding the foregoing, a notice of redemption may provide that the optional redemption described in such notice is
conditioned upon the occurrence of certain events before the date of redemption. Such notice of conditional redemption will be of no effect unless all such conditions to the redemption shall have occurred before the redemption date or shall have
been waived by the Company. If any of these events fail to occur and are not waived by the Company, the Company will be under no obligation to redeem the Bonds of the 2035 Series or pay the holders thereof any redemption proceeds and the
Company’s failure to so redeem the Bonds of the 2035 Series will not be considered a default or event of default under the Indenture. In the event that any of these conditions fail to occur or are not waived by the Company, the Company will
promptly notify the Trustee in writing that the conditions precedent to such redemption have failed to occur and the Bonds of the 2035 Series will not be redeemed. 
  
 SECTION 2. The Company may deliver to the Trustee in substitution for any Bonds of the 2035 Series, mortgage bonds or other
similar secured instruments of the Company or any successor entity, whether by merger, combination or acquisition of all or substantially all of the assets of the Company, or otherwise, issued under a mortgage and deed of trust or similar instrument
of the Company or any successor entity in like principal amount of like term and bearing the same rate of interest and having the same interest payment dates and same redemption provisions as the Bonds of the 2035 Series and which are otherwise
substantially similar to the Bonds of the 2035 Series (such substituted bonds hereinafter being referred to in this Article VI, Section 2 as the “2035 Series Substituted Mortgage Bonds”). The 2035 Series Substituted Mortgage Bonds
may only be delivered to the Trustee upon receipt by the Trustee of (i) a letter from Moody’s (as hereinafter defined), dated within ten days prior to the date of delivery of the 2035 Series Substituted Mortgage Bonds, stating that its rating
of the 2035 Series Substituted Mortgage Bonds is at least equal to its then current rating on the Bonds of the 2035 Series, (ii) a letter from S&P (as hereinafter defined), dated within ten days prior to the date of delivery of the 2035 Series
Substituted Mortgage Bonds, stating that its rating to the 2035 Series Substituted Mortgage Bonds is at least equal to its then current rating on the Bonds of the 2035 Series (iii) an opinion of counsel, which may be counsel to the Company or


  

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any successor entity, that such substitution will not result in the recognition of capital gain or loss for U.S. federal income tax purposes to the holders
of the Bonds of the 2035 Series, (iv) an opinion of counsel which may be counsel to the Company or any successor entity, to the effect that the 2035 Series Substituted Mortgage Bonds shall have been duly and validly authorized, executed,
authenticated, and delivered and shall constitute the valid, legally binding and enforceable obligations of the Company or any successor entity enforceable in accordance with their terms, except as limited by bankruptcy, insolvency or other laws
affecting the enforcement of mortgagees’ and other creditors’ rights and shall be entitled to the benefit of the mortgage and deed of trust or other similar instrument pursuant to which they shall have been issued and (v) such other
certificates and documents with respect to the issuance and delivery of the 2035 Series Substituted Mortgage Bonds as may be required by law or as the Trustee may reasonably request. 
  
 ARTICLE VII 
  
 ADDITIONAL COVENANTS 
  
 The Company hereby covenants, warrants and agrees: 
  
 SECTION 1. That the Company is lawfully seized and possessed of all of the mortgaged property described in the granting clauses of this Supplemental
Indenture; that it has good, right and lawful authority to mortgage the same as provided in this Supplemental Indenture; and that such mortgaged property is, at the actual date of the initial issue of the Bonds of the 2017 Series and the Bonds of
the 2035 Series, free and clear of any deed of trust, mortgage, lien, charge or encumbrance thereon or affecting the title thereto prior to the Indenture, except as set forth in the granting clauses of the Original Indenture, the Thirty-Second
Supplemental Indenture, the Thirty-Fifth Supplemental Indenture, the Thirty-Sixth Supplemental Indenture, the Thirty-Seventh Supplemental Indenture and this Supplemental Indenture. 
  
 SECTION 2. So long as any Bonds of any series originally issued prior to January 1, 1997 are outstanding, in the event all
or substantially all of the electric properties shall have been released as an entirety from the lien of the Original Indenture, the Company will, at any time or from time to time within six months after the date of such release, retire Bonds
outstanding under the Original Indenture in an aggregate principal amount equal to the fair value of the electric properties so released pursuant to Section 3 of Article VII of the Original Indenture, as stated in the engineer’s certificate
required by Section 3(b) of said Article VII, and the proceeds of the electric properties so released pursuant to Section 5 of said Article VII. Such retirement of Bonds shall be effected in either one or both of the following methods: 

 
 (a) By the withdrawal pursuant to Section 2 of Article
VIII of the Original Indenture of any moneys deposited with the Trustee pursuant to Sections 3(d), 4(d) and 5 of Article VII of the Original Indenture upon such release; or 
  
 (b) By causing the Trustee to purchase or redeem bonds, pursuant to Section 8 of Article VIII of the
Original Indenture, out of any moneys deposited with the Trustee pursuant to Sections 3(d), 4(d) and 5 of Article VII of the Original Indenture upon such release. 
  
 The Bonds to be so retired pursuant to such Section 3 of Article VII of the Original Indenture shall include a principal
amount of Bonds of each Series then outstanding in the same ratio to the aggregate principal amount of all Bonds so retired as the aggregate principal amount of all Bonds of each Series outstanding immediately prior to such release bears to the
total principal amount of all Bonds then outstanding. 
  

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 ARTICLE VIII 
  
 AMENDMENTS AND RESERVATIONS OF RIGHTS TO AMEND THE ORIGINAL INDENTURE 
  
 SECTION 1. So long as any of the Bonds of any series originally issued prior
to January 1, 1997 shall remain outstanding: 
  
 (a) Notwithstanding the provisions of Section 4 of Article III of the Original Indenture, no Bonds shall be authenticated and delivered pursuant to the provisions of Article III of the Original Indenture and issued upon the basis of net
bondable value of property additions for an aggregate principal amount in excess of sixty percent (60%) of the net bondable value of property additions not subject to an unfunded prior lien. 
  
 For the purposes of Subsections (e) and (f) of the
definition of “net bondable value of property additions not subject to an unfunded prior lien,” contained in Article I of the Original Indenture, and Subdivisions 8 and 9 of clause (a) of Section 4 of Article III of the Original Indenture,
in all computations made with respect to a period subsequent to April 1, 1949, the deductions therein referred to shall in each case be ten-sixths (10/6ths) of the respective amounts mentioned, in lieu of ten-sevenths (10/7ths). 
  
 (b) Notwithstanding the provisions of Section 3(a) of
Article VIII of the Original Indenture, no moneys received by the Trustee pursuant to Section 5(a) of Article III of the Original Indenture shall be paid over by the Trustee in an amount in excess of sixty percent (60%) of the net bondable value of
property additions not subject to an unfunded prior lien, and for the purposes of Section 3 of Article VII of the Original Indenture, the amount of cash required to be deposited by the Company pursuant to Subsection (d) of said Section 3 of Article
VII shall not be reduced in an amount in excess of sixty percent (60%) of the net bondable value of property additions not subject to an unfunded prior lien. 
  

(c) For the purposes of clauses (c) and (d) of the definition of “net bondable value of property additions subject to an unfunded
prior lien,” contained in Article I of the Original Indenture, and Subsection 7 of clause (a) of Section 4 of Article III of the Original Indenture, in all computations made with respect to a period subsequent to April 1, 1949, the deductions
therein referred to shall in each case be ten-sixths (10/6ths) of the respective amounts mentioned, in lieu of ten-sevenths (10/7ths). 
  
 (d) Subsection (a) of Section 14, clauses (1) and (2) of Subsection (a) of Section 16 of Article IV and clause (1) of Subsection (b) of
Section 1 of Article XII of the Original Indenture shall be deemed amended by substituting the words “sixty percent (60%)” for “seventy percent (70%)” where they appear in said provisions of the Original Indenture. 
  

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 (e) The definition of the term “net earnings available for interest, depreciation
and property retirement,” as contained in Article I of the Original Indenture, shall be deemed to mean the net earnings of the Company ascertained as follows: 
  

	 	(i)	The total operating revenues of the Company and the net non-operating revenues of the properties of the Company shall be ascertained: 

  

	 	(A)	From the total, determined as provided in Subsection (a), there shall be deducted all operating expenses, including all salaries, rentals, insurance, license and franchise fees,
expenditures for repairs and maintenance, taxes (other than income, excess profits and other taxes measured by or dependent on net taxable income), depreciation as shown on the books of the Company or an amount equal to the minimum provision for
depreciation as hereinafter defined, whichever is greater, but excluding all property retirement appropriations, all interest and sinking fund charges, amortization of stock and debt discount and expense or premium and further excluding any charges
to income or otherwise for the amortization of plant or property accounts or of amounts transferred therefrom. 

  

	 	(B)	The balance remaining after the deduction of the total amount computed pursuant to Subsection (b) from the total amount computed pursuant to Subsection (a) shall constitute the
“net earnings of the Company available for interest,” provided that not more than fifteen percent (15%) of the net earnings of the Company available for interest may consist of the aggregate of (i) net non-operating income, (ii) net
earnings from mortgaged property other than property of the character of property additions and (iii) net earnings from property not subject to the lien of this Indenture. 

  

	 	(C)	No income received or accrued by the Company from securities and no profits or losses of capital assets shall be included in making the computations aforesaid.


  

	 	(D)	In case the Company shall have acquired any acquired plant or systems or shall have been consolidated or merged with any other corporation, within or after the particular period for
which the calculation of net earnings of the Company available for interest, depreciation and property retirement is made, then, in computing the net earnings of the Company available for interest, depreciation and property retirement, there may be
included, to the extent they may not have been otherwise included, the net earnings or net losses of such acquired plant or system or of such 

  

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 other corporation, as the case may be, for the whole of such period. The net earnings or net losses of
such property additions, or of such other corporation for the period preceding such acquisition or such consolidation or merger, shall be ascertained and computed as provided in the foregoing subsections of this definition as if such acquired plant
or system had been owned by the Company during the whole of such period, or as if such other corporation had been consolidated or merged with the Company prior to the first day of such period. 
  

	 	(E)	In case the Company shall have obtained the release of any property pursuant to Section 3 of Article VII of the Original Indenture, of a fair value in excess of Five Hundred
Thousand Dollars ($500,000), as shown by the engineer’s certificate required by said Section 3, or shall have obtained the release of any property pursuant to Section 5 of Article VII of the Original Indenture, the proceeds of which shall have
exceeded Five Hundred Thousand Dollars ($500,000), within or after the particular period for which the calculation of net earnings of the Company available for interest, depreciation and property retirement is made, then, in computing the net
earnings of the Company available for interest, depreciation and property retirement, the net earnings or net losses of such property for the whole of such period shall be excluded to the extent practicable on the basis of actual earnings and
expenses of such property or on the basis of such estimates of the earnings and expenses of such property as the signers of an officers’ certificate filed with the Trustee pursuant to Section 3(b) of Article III or Section 16 of Article IV of
the Original Indenture shall deem proper. 

  

	 	(ii)	The term “minimum charge for depreciation” as used herein shall mean an amount equal to (a) fifteen percent (15%) of the total operating revenues of the Company after
deducting therefrom an amount equal to the aggregate cost to the Company of electric energy, gas and water purchased for resale to others and rentals paid for, or other payments made for the use of, property owned by others and leased to or operated
by the Company, the maintenance of which and depreciation on which are borne by the owners, less (b) an amount equal to the expenditures for maintenance and repairs to the plants and property of the Company and included or reflected in its operating
expense accounts. 

  

	 	(iii)	The terms “net earnings available for interest, depreciation and property retirement” and “net earnings of another corporation available for interest, depreciation
and property retirement” as contained in Article I of the Original Indenture, when used with respect to any property or with respect to another corporation, shall mean the net earnings of such property or the net earnings of such other
corporation, as the case may be, computed in the manner provided in Subsections (a), (b), (c) and (d) hereof. 

  

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 (f) Notwithstanding the provisions of clauses (1) and (2) of subsection (b) of Article
III, and Subsection (b) of Section 14 of Article IV, and Subsection (b) of Section 16 of Article IV and clause (2) of Subsection (b) of Section 1 of Article XII of the Original Indenture, the computation of net earnings required therein shall be
made as provided in Subsection (e) of this Section 1, and the net earnings tests required in said mentioned provisions of Articles III, IV and XII of the Original Indenture shall be based on two times the annual interest charges described in such
provisions, instead of two and one-half times such charges, but shall not otherwise affect such provisions or relieve from the requirements therein pertaining to ten percent (10%) of the principal amount of Bonds therein described. 
  
 SECTION 2. All of the Bonds of the 2017 Series and all of the Bonds of the
2035 Series and of any series initially issued after the initial issuance of Bonds of the 2017 Series and the Bonds of the 2035 Series shall, from time to time, be executed on behalf of the Company by its Chairman of the Board, Chief Executive
Officer, President or one of its Vice Presidents whose signature, notwithstanding the provisions of Section 12 of Article II of the Original Indenture, may be by facsimile, and its corporate seal (which may be in facsimile) shall be thereunto
affixed and attested by its Secretary or one of its Assistant Secretaries whose signature, notwithstanding the provisions of the aforesaid Section 12, may be by facsimile. 
  
 In case any of the officers who have signed or sealed any of the Bonds of the 2017 Series or any of the Bonds of the 2035
Series or of any series initially issued after the initial issuance of Bonds of the 2017 Series or the Bonds of the 2035 Series manually or by facsimile shall cease to be such officers of the Company before such Bonds so signed and sealed shall have
been actually authenticated by the Trustee or delivered by the Company, such Bonds nevertheless may be authenticated, issued and delivered with the same force and effect as though the person or persons who so signed or sealed such Bonds had not
ceased to be such officer or officers of the Company; and also any such Bonds may be signed or sealed by manual or facsimile signature on behalf of the Company by such persons as at the actual date of the execution of any of such Bonds shall be the
proper officers of the Company, although at the nominal date of any such Bond any such person shall not have been such officer of the Company. 
  
 SECTION 3. The Company reserves the right subject to appropriate corporate action, but without the consent or other action of holders of bonds of any
series created after January 1, 1997, to make such amendments to the Original Indenture, as supplemented, as shall be necessary in order to amend Article VII thereof by adding thereto a Section 8 and a Section 9 to read as follows: 
  
 “SECTION 8. Notwithstanding any other provision of this
Indenture, unless an event of default shall have happened and be continuing, or shall happen as a result of the making or granting of an application to release mortgaged property permitted by this Section 8, the Trustee shall release from the lien
of this Indenture any mortgaged property if the fair value to the Company of all of the property constituting the trust estate (excluding the mortgaged property to be released but including any mortgaged property to be acquired by the Company with
the proceeds of, or otherwise in connection with, such release) equals or exceeds an amount equal to 10/7ths of the aggregate principal amount of outstanding Bonds and prior lien bonds outstanding at the time of such release, upon receipt by the
Trustee of: 
  
 “(a) an officers’
certificate dated the date of such release, requesting such release, describing in reasonable detail the mortgaged property to be released and stating the reason for such release; 
  

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 “(b) an engineer’s certificate, dated the date of such release, stating (i)
that the signer of such engineer’s certificate has examined such officers’ certificate in connection with such release, (ii) the fair value to the Company, in the opinion of the signer of such engineer’s certificate, of (A) all of the
property constituting the trust estate, and (B) the mortgaged property to be released, in each case as of a date not more than 90 days prior to the date of such release, and (iii) that in the opinion of such signer, such release will not impair the
security under this Indenture in contravention of the provisions hereof; 
  
 “(c) in case any bondable property is being acquired by the Company with the proceeds of, or otherwise in connection with, such release, an engineer’s certificate, dated the date of such release, as to the
fair value to the Company, as of the date not more than 90 days prior to the date of such release, of the bondable property being so acquired (and if within six months prior to the date of acquisition by the Company of the bondable property being so
acquired, such bondable property has been used or operated by a person or persons other than the Company in a business similar to that in which it has been or is to be used or operated by the Company, and the fair value to the Company of such
bondable property, as set forth in such certificate, is not less than $25,000 and not less than 1% of the aggregate principal amount of Bonds at the time outstanding, such certificate shall be an independent appraiser’s certificate);

  
 “(d) an officer’s certificate,
dated the date of such release, stating the aggregate principal amount of outstanding Bonds and prior lien bonds outstanding at the time of such release, and stating that the fair value to the Company of all of the property constituting the trust
estate (excluding the mortgaged property to be released but including any bondable property to be acquired by the Company with the proceeds of, or otherwise in connection with, such release) stated on the independent appraiser’s certificate
filed pursuant to Section 8(c) equals or exceeds an amount equal to 10/7ths of such aggregate principal amount; 
  
 “(e) an officers’ certificate, dated the date of such release, stating that, the Company is not, and by the making or granting
of the application will not be, in default in the performance of any of the terms and covenants of this Indenture; 
  
 “(f) an opinion of counsel, dated the date of such release, as to compliance with conditions precedent. 
  
 “SECTION 9. If the Company is unable to obtain, in
accordance with any other Section of this Article VII, the release from the lien of this Indenture of any property constituting part of the trust estate, unless an event of default shall have happened and be continuing, 

  

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or shall happen as a result of the making or granting of an application to release mortgaged property permitted by this Section 9, the Trustee shall release
from the lien of this Indenture any mortgaged property if the fair value to the Company thereof, as shown by the engineer’s certificate filed pursuant to Section 9(b), is less than 1/2 of 1% of the aggregate principal amount of outstanding
Bonds and prior lien bonds outstanding at the time of such release, provided that the aggregate fair value to the Company of all mortgaged property released pursuant to this Section 9, as shown by all engineer’s certificates filed pursuant to
Section 9(b) in any period of 12 consecutive calendar months which includes the date of such engineer’s certificate, shall not exceed 1% of the aggregate principal amount of the outstanding Bonds and prior lien bonds outstanding at the time of
such release, upon receipt by the Trustee of: 
  
 “(a) an officers’ certificate, dated the date of such release, requesting such release, describing in reasonable detail the mortgaged property to be released and stating the reason for such release; 
  
 “(b) an engineer’s certificate, dated the date of
such release, stating (A) that the signer of such engineer’s certificate has examined such officers’ certificate in connection with such release, (B) the fair value to the Company, in the opinion of the signer of such engineer’s
certificate, of such mortgaged property to be released as of a date not more than 90 days prior to the date of such release, and (C) that in the opinion of such signer such release will not impair the security under this Indenture in contravention
of the provisions hereof; 
  
 “(c) an
officers’ certificate, dated the date of such release, stating the aggregate principal amount of outstanding Bonds and prior lien bonds outstanding at the time of such release, that 1/2 of 1% of such aggregate principal amount does not exceed
the fair value to the Company of the mortgaged property for which such release is applied for as shown by the engineer’s certificate referred to in Section 9(b), and that 1% of such aggregate principal amount does not exceed the aggregate fair
value to the Company of all mortgaged property released from the lien of this Indenture pursuant to this Section 9 as shown by all engineer’s certificates filed pursuant to Section 9(b) in such period of 12 consecutive calendar months;

  
 “(d) an officers’ certificate,
dated the date of such release, stating that, the Company is not, and by the making or granting of the application will not be, in default in the performance of any of the terms and covenants of this Indenture; and 
  
 “(e) an opinion of counsel, dated the date of such
release, as to compliance with conditions precedent.” 
  
 The
Company also reserves the right subject to appropriate corporate action, but without the consent or other action of holders of Bonds of any series created after January 1, 1997 to amend, modify or delete any other provision of the Original
Indenture, as supplemented, as may be necessary in order to effectuate the intents and purposes contemplated by the foregoing Sections 8 and 9. 
  

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 SECTION 4. The Company reserves the right subject to appropriate corporate action, but without the
consent or other action of holders of Bonds of any series created after January 1, 1997 to: 
  
 (a) delete as a condition to the authentication of additional Bonds pursuant to Sections 4, 5 or 6 of Article III of the Original
Indenture the requirement to file or deposit with the Trustee the officers’ certificate described in Section 3(b) of Article III of the Original Indenture; 
  
 (b) delete as a condition to the consolidation or merger of the Company into, or sale by the Company of its
property as an entirety or substantially as an entirety to another corporation the requirement set forth in Section 1(b)(2) of Article XII of the Original Indenture; 
  
 (c) delete as a condition to the release of property pursuant to Section 3 of Article VII of the Original
Indenture, the requirement to obtain an independent engineer’s certificate under the circumstances set forth in Section 3(c) of Article VII; and 
  
 (d) amend, modify or delete any other provision of the Original Indenture, as supplemented, as may be necessary in order to effectuate the
intents and purposes contemplated by this Section 4. 
  
 SECTION
5. The Company reserves the right, subject to appropriate action, but without any consent or other action by holders of Bonds of the 2017 Series or holders of the Bonds of the 2035 Series, or of any subsequent series of bonds, to clarify the ability
of the Company to issue variable rate bonds under the Original Indenture, notwithstanding any provision of the Original Indenture to the contrary. The Company may make such other amendments to the Original Indenture as may be necessary or desirable
in the opinion of the Company to effect the foregoing; 
  
 SECTION
6. The Company reserves the right, subject to appropriate action, but without any consent or other action by holders of Bonds of the 2017 Series or holders of the Bonds of the 2035 Series, or of any subsequent series of bonds, to amend the Original
Indenture as may be necessary in order to permit the Company to deliver to the Trustee in substitution for any bonds issued under the Original Indenture (except Bonds of the 2017 Series and the Bonds of the 2035 Series, which are subject to Article
III, Section 2, and Article VI, Section 2, respectively, hereof), mortgage bonds or other similar instruments of the Company or any successor entity, whether by merger, combination or acquisition of all or substantially all of the assets of the
Company, or otherwise, issued under a mortgage and deed of trust or similar instrument of the Company or any successor entity in like principal amount of like term and bearing the same rate of interest as the original bonds (such substituted bonds
hereinafter being referred to as the “Substituted Mortgage Bonds”). The Substituted Mortgage Bonds may only be delivered to the Trustee upon receipt by the Trustee of (i) if the original bonds were rated by Moody’s, a letter from
Moody’s (as hereinafter defined), dated within ten days prior to the date of delivery of the Substituted Mortgage Bonds, stating that its rating of the Substituted Mortgage Bonds is at least equal to its then current rating on the original
bonds, (ii) if the original bonds were rated by S&P, a letter from S&P (as hereinafter defined), dated within ten days prior to the date of delivery of the Substituted Mortgage Bonds, stating that its rating to the Substituted Mortgage Bonds
is at least equal to its then current rating on the original bonds, (iii) an opinion of 

  

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counsel which may be counsel to the Company or any successor entity, to the effect that the Substituted Mortgage Bonds shall have been duly and validly
authorized, executed, authenticated, and delivered and shall constitute the valid, legally binding and enforceable obligations of the Company or any successor entity enforceable in accordance with their terms, except as limited by bankruptcy,
insolvency or other laws affecting the enforcement of mortgagees’ and other creditors’ rights and shall be entitled to the benefit of the mortgage and deed of trust or other similar instrument pursuant to which they shall have been issued
and (iv) such other certificates and documents with respect to the issuance and delivery of the Substituted Mortgage Bonds as may be required by law or as the Trustee may reasonably request. The Company may make such other amendments to the Original
Indenture as may be necessary or desirable in the opinion of the Company to effect the foregoing. 
  
 “Moody’s” means Moody’s Investor Services, Inc., a corporation organized and existing under the laws of the State of Delaware, its
successors and their assigns, except that if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, then the term “Moody’s” shall be deemed to refer to any other
nationally recognized securities rating agency selected by the Company. 
  
 “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc., duly organized and existing under and by virtue of the laws of the State of New York, and its successors and assigns,
except that if such rating agency shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, then the term “S&P” shall be deemed to refer to any other nationally recognized securities
rating agency selected by the Company. 
  
 SECTION 7. The Company
reserves the right, subject to appropriate action, but without any consent or other action by holders of Bonds of the 2017 Series or holders of the Bonds of the 2035 Series, or of any subsequent series of bonds, to amend the Original Indenture to
add the following new section : 
  
 “This Indenture shall be
deemed to be a contract made under the laws of the State of Kansas and for all purposes shall be construed in accordance with the laws of the State of Kansas, without regard to conflicts of laws principles thereof.” 
  
 SECTION 8. The Company reserves the right, subject to appropriate action, but
without any consent or other action by holders of Bonds of the 2017 Series or holders of the Bonds of the 2035 Series, or of any subsequent series of bonds, to amend the Original Indenture to delete Article IX, Section 1(j). The Company may make
such other amendments to the Original Indenture as may be necessary or desirable in the opinion of the Company to effect the foregoing. 
  
 SECTION 9. The Company reserves the right, subject to appropriate action, but without any consent or other action by holders of Bonds of the 2017 Series
or holders of the Bonds of the 2035 Series, or of any subsequent series of bonds, to amend the Original Indenture to delete Article IV, Section 14(b) and reserves the right to further amend, modify or delete any other provision of the Original
Indenture, as supplemented, as may be necessary in order to effectuate the intents and purposes contemplated by this Section 9. 
  

 -32- 








 SECTION 10. The Company reserves the right, subject to appropriate action, but without any consent or
other action by holders of Bonds of the 2017 Series or holders of the Bonds of the 2035 Series, or of any subsequent series of bonds, to amend the Original Indenture to (i) add Nuclear Fuel to the definition of “Property Additions”;
provided that there shall be no restrictions under the Original Indenture on the application of any controls, liens, regulations, easements, restrictions, exceptions or reservations by any governmental authority on the Nuclear Fuel, (ii) to
allow the Company to at any time, unless the Company is in default in the payment of the interest on any of the bonds then outstanding or there is an ongoing event of default without any release or consent by, or report to, the Trustee, sell or
otherwise dispose of, free from the lien of the Original Indenture, any Nuclear Fuel which shall have become old, inadequate, obsolete, worn out, unfit, unadapted, unserviceable, undesirable or unnecessary for use in the operations of the Company
upon the replacement or substitution of such Nuclear Fuel with other Nuclear Fuel of at least equal value and subject to the lien of the Original Indenture and (iii) to further amend, modify or delete any other provision of the Original Indenture,
as supplemented, as may be necessary in order to effectuate the intents and purposes contemplated by this Section 10. 
  
 The term ‘Nuclear Fuel’ shall mean (a) any fuel element, including nuclear fuel and associated means (and any similar or analogous device or
substance), whether or not classified as fuel and whether or not chargeable to operating expenses, comprising or intended to comprise, or formerly comprising, the core, or other part, of a nuclear reactor or any similar or analogous device, (b) any
fuel element, including nuclear fuel, and associated means (and any similar or analogous device or substance) while in the process of fabrication or preparation and special nuclear or other materials held for use in such fabrication or preparation,
(c) any substances or materials formerly comprising such nuclear fuel and associated means (or any similar or analogous device or substance) and which substances or materials are undergoing or have undergone reprocessing and (d) uranium, thorium,
plutonium, and any other substance or material from time to time used or selected for use by the Company as fuel material, or as potential fuel material, in a nuclear reactor or any similar or analogous device.” 
  
 SECTION 11. The Company reserves the right, subject to appropriate action,
but without any consent or other action by holders of Bonds of the 2017 Series or holders of the Bonds of the 2035 Series, or of any subsequent series of bonds, to amend the Original Indenture to: 
  
 (I) Eliminate maintenance and improvement fund requirements; 
  
 (II) Simplify the provisions for release of obsolete property, de minimis
property releases and substitution of property and unfunded property; 
  
 (III) Permit additional terms of bonds or forms of bond in supplemental indentures, including terms for uncertificated and global securities and medium-term notes; 
  
 (IV) Make any changes necessary to conform the Mortgage with the requirements of the Trust Indenture Act; 
  
 (V) Add defeasance provisions providing for covenant and legal defeasance
options; 
  
 (VI) Permit the Company to remove the trustee in
certain circumstances; 
  

 -33- 








 (VII) Provide for direction to the trustee under the Mortgage to vote pledged prior lien bonds for
specified amendments to the prior lien mortgage; 
  
 (VIII)
Provide broader investment directions to the trustee or permitting the Company to direct investment of money held by the trustee, so long as there is no event of default under the Mortgage; 
  
 (IX) Amend the definition of “Excepted Property” to exclude
property which generally cannot be mortgaged without undue administrative burden (i.e. automobiles), but allowing the Company to subject Excepted Property to the Mortgage; 
  
 (X) Amend the definition of “Bondable Property” to allow all mortgaged property to be bondable; and 
  
 (XI) Update the definition of “Permitted Liens.” 
  
 ARTICLE IX 
  
 MISCELLANEOUS PROVISIONS 
  
 SECTION 1. The Trustee accepts the trusts herein declared, provided, created
or supplemented and agrees to perform the same upon the terms and conditions herein and in the Original Indenture, as amended, set forth and upon the following terms and conditions. 
  
 SECTION 2. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of
this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made by the Company solely. In general each and every term and condition contained in Article XIII of the Original Indenture, as amended by
the Second Supplemental Indenture, shall apply to and form part of this Supplemental Indenture with the same force and effect as if the same were herein set forth in full with such omissions, variations and insertions, if any, as may be appropriate
to make the same conform to the provisions of this Supplemental Indenture. 
  
 SECTION 3. Whenever in this Supplemental Indenture either of the parties hereto is named or referred to, such reference shall, subject to the provisions of Articles XII and XIII of the Original Indenture, be deemed to
include the successors and assigns of such party, and all the covenants and agreements in this Supplemental Indenture contained by or on behalf of the Company, or by or on behalf of the Trustee, shall, subject as aforesaid, bind and inure to the
respective benefits of the respective successors and assigns of such parties, whether so expressed or not. 
  
 SECTION 4. Nothing in this Supplemental Indenture, expressed or implied, is intended or shall be construed, to confer upon, or to give to, any person,
firm or corporation, other than the parties hereto and the holders of the Bonds and coupons outstanding under the Indenture, any right, remedy or claim under or by reason of this Supplemental Indenture or any covenant, condition, stipulation,
promise or agreement hereof, and all the covenants, conditions, stipulations, promises and agreements in this Supplemental Indenture contained by and on behalf of the Company shall be for the sole and exclusive benefit of the parties hereto, and of
the holders of the Bonds and of the coupons outstanding under the Indenture. 
  

 -34- 








 SECTION 5. This Supplemental Indenture may be executed in several counterparts, and all such counterparts
executed and delivered, each as an original, shall constitute but one and the same instrument. 
  
 SECTION 6. The Titles of the several Articles of this Supplemental Indenture shall not be deemed to be any part thereof. 
  

 -35- 








 IN WITNESS HEREOF, WESTAR ENERGY, INC., party hereto of the first part, has caused its corporate name to
be hereunto affixed, and this instrument to be signed and sealed by its Chairman of the Board, President, Chief Executive Officer or a Vice President, and its corporate seal to be attested by its Secretary or an Assistant Secretary for and in its
behalf, and BNY MIDWEST TRUST COMPANY, party hereto of the second part, has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by its duly authorized officer and its corporate seal to be attested by its
duly authorized officer, all as of the day and year first above written. 
  

					
	 (CORPORATE SEAL)
	 	WESTAR ENERGY, INC.
			
	 	 	By:	 	 /s/ Mark A. Ruelle


	 	 	 	 	Mark A. Ruelle, Executive Vice President
	 	 	 	 	and Chief Financial Officer

  

			
	 ATTEST:

		
	 By:
	 	 /s/ Larry D. Irick


	 	 	Larry D. Irick, Vice President,
	 	 	General Counsel and Corporate Secretary
	
	 Executed, sealed and delivered by
WESTAR ENERGY, INC.
in the presence of:

		
	 By:
	 	 /s/ Patti Beasley


		
	 By:
	 	 /s/ Jean Macfee



  

			
	 BNY MIDWEST TRUST COMPANY

	        As Trustee
		
	 By:
	 	 /s/ J. Bartolini


	 	 	J. Bartolini, Vice President


  

			
	 ATTEST:

		
	 By:
	 	 /s/ D.G. Donovan


	 	 	D.G. Donovan, Vice President
	
	 Executed, sealed and delivered by
BNY MIDWEST TRUST COMPANY
in the presence of:

		
	 By:
	 	 /s/ L. Garcia


		
	 By:
	 	 /s/ Roxane Ellwanger











			
	STATE OF KANSAS	 	)
	 	 	: ss.:
	COUNTY OF SHAWNEE	 	)

  
 BE IT REMEMBERED, that
on this 18th day of January, 2005, before me, the undersigned, a Notary Public within and for the County and State aforesaid, personally came Mark A. Ruelle and Larry D. Irick, of Westar Energy, Inc., a corporation duly organized, incorporated and
existing under the laws of the State of Kansas, who are personally known to me to be such officers, and who are personally known to me to be the same persons who executed as such officers the within instrument of writing, and such persons duly
acknowledged the execution of the same to be the act and deed of said corporation. 
  
 IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal on the day and year last above written. 
  

	
	 /s/ Jean Macfee


	Notary Public
	My Commission Expires
	2/12/06


  

 S-2 









			
	STATE OF ILLINOIS	 	)
	 	 	: ss.:
	COUNTY OF COOK	 	)

  
 BE IT REMEMBERED, that
on this 14th day of January, 2005, before me, the undersigned, a Notary Public within and for the County and State
aforesaid, personally came J. Bartolini and D.G. Donovan, of BNY Midwest Trust Company, an Illinois trust company, who are personally known to me to be such officers, and who are personally known to me to be the same persons who executed as such
officers the within instrument of writing, and such persons duly acknowledged the execution of the same to be the act and deed of said corporation. 
  

	
	 /s/ K. Gibson


	Notary Public
	My Commission Expires
	7/8/06


  

 S-3 









			
	STATE OF KANSAS	 	)
	 	 	: ss.:
	COUNTY OF SHAWNEE	 	)

  
 BE IT REMEMBERED, that
on this 18th day of January, 2005, before me, the undersigned, a Notary Public within and for the County and State
aforesaid, personally came Mark A. Ruelle and Larry D. Irick, of Westar Energy, Inc., a corporation duly organized, incorporated and existing under the laws of the State of Kansas, who are personally known to me to be such officers, being by me
respectively duly sworn, did each say that the said Mark A. Ruelle is Executive Vice President and Chief Financial Officer and that the said Larry D. Irick is Vice President, General Counsel and Corporate Secretary of said corporation, that the
consideration of and for the foregoing instrument was actual and adequate, that the same was made and given in good faith, for the uses and purposes therein set forth and without any intent to hinder, delay, or defraud creditors or purchasers.

  
 IN WITNESS WHEREOF, I have hereunto subscribed my name and
affixed my official seal on the day and year last above written. 
  

	
	 /s/ Jean Macfee


	Notary Public
	My Commission Expires
	2/12/06


  

 S-4 








 APPENDIX A 
  
 to 
  
 THIRTY-EIGHTH SUPPLEMENTAL INDENTURE 
  
 Dated as of January 18, 2005 
  
 Westar Energy, Inc. 
  
 to 
  
 BNY Midwest Trust Company 
  
 (as successor to 
 Harris Trust and Savings Bank) 
  

  
 DESCRIPTION OF PROPERTIES 
 LOCATED IN THE STATE OF KANSAS 
  
 FIRST 
  
 PARCELS OF REAL ESTATE 
  
 Jackson County 
  
 Circleville
Substation 
  
 A parcel of land situated in the Southeast Quarter of Section
21, Township 6 South, Range 14 East of the 6th P.M., Jackson County, Kansas, described as follows: 
  
 The North 160.00 Feet of the East 180.00 feet of Southeast Quarter of the Southeast Quarter of said Section 21; 







 Shawnee County 
  
 800 Kansas Building Site 
  
  
 Tract 1: 
  
 Lots 254, 256, 258, 260, 262, and 264 on Kansas Avenue, in the City of Topeka, Shawnee County, Kansas, AND ALSO the West 1/2 of the vacated
alley lying East of and adjoining said Lots 254, 256, 258, 260, 262 and 264. 
  
 Tract 2: 
  
 Lots 103, 105, 107, 109, and 111 on Eighth Avenue East in
the City of Topeka, Shawnee County, Kansas, together with the East 1/2 of the vacated alley lying West and adjoining said Lot 103 and the North 1/2 of the vacated alley lying South and adjoining said East 1/2 of vacated alley and South of and
adjoining Lots 103, 105 and the West 5 feet of Lot 107 aforesaid. 
  
 Tract 3:

  
 The South 1/2 of vacated alley North of and adjoining the East 65 feet of Lot
266 on Kansas Avenue, in the City of Topeka, Shawnee County, Kansas. 
  
 Tract 4:

  
 All of Lots 113, 115, 117, 119 on Eighth Avenue East, in the City of Topeka,
Shawnee County, Kansas. 
  
 The above described tracts together comprising a
parcel of land in the City of Topeka, Shawnee County, Kansas, described as follows: 
  
 Beginning at the Northwest corner of Lot 254 on Kansas Avenue, in the City of Topeka, Shawnee County, Kansas; thence South along the West line of Lots 254, 256, 258, 260, 262, and 264 on Kansas Avenue, a distance of 150.07 feet, more or
less, to the Southwest corner of said Lot 264 on said Kansas Avenue; thence East along the South line of said Lot 264 and the South line of the vacated alley (which is also the North line of Lot 266) a distance of 150.26 feet, more or less, to the
Northeast corner of Lot 266 on said Kansas Avenue; thence North along the East line of the vacated alley, a distance of 20 feet to a point on the South line of Lot 107 on Eighth Avenue East; thence East along the South line of Lots 107,109, 111,
113, 115, 117 and 119, a distance of 170.26 feet, more or less to the Southeast corner of Lot 119 on said Eighth Avenue East; thence North along the East line of said Lot 119 a distance of 130.06 feet, more or less, to the Northeast corner of said
Lot 119; thence West along the North line of odd Lots 103 to 119 both inclusive, on Eighth Avenue East, and along the North line of vacated alley, and the North line of Lot 254 on Kansas Avenue (being also the South line of East 8th Street) a
distance of 320.57 feet, more or less, to the point of beginning. 







 AFFIDAVIT 
  

			
	STATE OF KANSAS	 	)
	 	 	: ss:
	COUNTY OF SHAWNEE	 	)

  
 Greg A. Greenwood,
being first duly sworn, states as follows: 
  
 1. That he is the
duly elected, qualified, and acting Treasurer of Westar Energy, Inc., a Kansas corporation (the “Company), and he is in charge of the records of the Company showing the total valuation of its properties and the valuation of said properties in
the state in which it operates. 
  
 2. That from the records in
his office and to the best of his knowledge and belief, and in accordance with K.S.A. 79-3106, the assessed valuation of the Company’s properties in all states and the relative percentage of said assessed valuation is: 
  

					
	 	  	ASSESSED VALUATION

	  	PERCENT OF TOTAL


	 Kansas
	  	$494,457,682.00	  	100.00%

  
 3. The relative
assessed valuation within the State of Kansas applied to the mortgage registration fee of the $250,000,000.00 aggregate principal amount of First Mortgage, 5.15% Series Due 2017, and First Mortgage Bonds, 5.95% Series Due 2035, the
“Bonds”, recited in the form of the Thirty-Eighth Supplemental Indenture, dated as of January 18, 2005 (supplemental to the Company’s Indenture of Mortgage and Deed of Trust, dated as of July 1, 1939), amounts to $250,000,000.00.

  
 4. That of the $250,000,000.00 principal indebtedness
allocated to the State of Kansas in the Thirty-Eighth Supplemental Indenture, $328,822,423 was included as principal indebtedness under the original Mortgage and Deed of trust and subsequent Supplemental Indentures of which $1,077,662,423 was
allocated to the State of Kansas and upon which the required mortgage registration tax was paid. As of this date the amount of the Kansas allocated indebtedness outstanding is $748,840,000, leaving $328,822,423 exempt from tax under K.S.A. 79-3102
as shown on Exhibit A attached hereto. 
  
 5. That after applying
said $328,822,423 credit against the Kansas allocated amount of $250,000,000.00, the amount subject to the requirements of K.S.A. 79-3102 is $0.00. 
  
 6. That the total payment required under K.S.A. 79-3102 for and on account of the issuance of said $250,000,000.00 aggregate principal amount of the Bonds
is $0.00. 
  
 7. That the above-mentioned $250,000,000.00
aggregate principal amount of Bonds are to be issued on or about January 18, 2005. 







 8. That in connection with the issuance of said $250,000,000.00 aggregate principal amount of the Bonds
and the recordation of said Thirty-Eighth Supplemental Indenture, the payment required under K.S.A. 79-3102 is $0.00. 
  
 Further affiant saith not. 
  
 Signed this 18th day
of January, 2005. 
  

	
	 /s/ Greg A. Greenwood


	 Greg A. Greenwood

	 Treasurer



  
 Subscribed and
sworn to before me this 18th day of January, 2005. 
  

	
	 /s/ Jean Macfee


	 Notary Public



  

	
	 My Appointment Expires:

	
	         2/12/06


  
 The above computation of the total
mortgage registration tax due, based on the $250,000,000.00 aggregate principal amount of the above-mentioned Bonds is approved. 
  

	
	 Dated this 18th day of January, 2005.

	
	
 Register of Deeds, Shawnee County,
Kansas


  
 Thirty-Eighth Supplemental Indenture
recorded in Book 4147, Page 306, Shawnee County Register of Deeds. 







 “EXHIBIT A” 
  

									
	 Supplemental
 Indenture
to
 Mortgage

	  	Book/Page
or File
Number

	  	 Kansas Allocation
 on Which Tax Paid

	  	Cumulative
Credit


	 Mortgage
	  	778/216	  	 	NA	  	 	NA
	 1
	  	778/346	  	$	26,500,000	  	$	26,500,000
	 2
	  	1011/184	  	 	10,000,000	  	 	36,500,000
	 4
	  	1029/150	  	 	6,500,000	  	 	43,000,000
	 5
	  	1034/207	  	 	32,500,000	  	 	75,500,000
	 7
	  	1104/291	  	 	5,250,000	  	 	80,750,000
	 8
	  	1120/299	  	 	4,750,000	  	 	85,500,000
	 9
	  	1209/559	  	 	8,000,000	  	 	93,500,000
	 10
	  	1453/74	  	 	13,000,000	  	 	106,500,000
	 11
	  	1699/290	  	 	19,000,000	  	 	125,500,000
	 12
	  	1739/79	  	 	20,000,000	  	 	145,500,000
	 13
	  	1873/646	  	 	35,000,000	  	 	180,500,000
	 14
	  	1916/293	  	 	45,000,000	  	 	225,500,000
	 15
	  	1951/467	  	 	32,000,000	  	 	257,500,000
	 16
	  	1962/949	  	 	30,000,000	  	 	287,500,000
	 17
	  	1991/903	  	 	35,000,000	  	 	322,500,000
	 20
	  	2149/361	  	 	25,000,000	  	 	347,500,000
	 21
	  	2161/653	  	 	60,000,000	  	 	407,500,000
	 22
	  	2194/131	  	 	58,500,000	  	 	466,000,000
	 24
	  	2401/33	  	 	50,000,000	  	 	516,000,000
	 25
	  	2501/925	  	 	44,940,800	  	 	560,940,800
	 26
	  	2578/75	  	 	65,821,300	  	 	626,762,100
	 27
	  	2713/228	  	 	321,937,500	  	 	948,699,600
	 33
	  	3144/930	  	 	128,962,823	  	 	1,077,662,423
				
	 Bonds Currently Outstanding Based on Kansas Allocated Tax
	  	 	  	 	 	  	 	748,840,000
				
	 Balance of credit Available to be Applied to Current Issue
	  	 	  	 	 	  	 	328,822,423
	 	  	 	  	 	 	  	
	









 EXHIBIT A 
  

									
	 Supplemental Indenture to Mortgage

	  	Book/Page
or File
Number

	  	Kansas
Allocation on
Which Tax
Paid

	  	Cumulative
Credit


	 Mortgage
	  	778/216	  	 	NA	  	 	NA
	 1
	  	778/346	  	$	26,500,000	  	$	26,500,000
	 2
	  	1011/184	  	 	10,000,000	  	 	36,500,000
	 4
	  	1029/150	  	 	6,500,000	  	 	43,000,000
	 5
	  	1034/207	  	 	32,500,000	  	 	75,500,000
	 7
	  	1104/291	  	 	5,250,000	  	 	80,750,000
	 8
	  	1120/299	  	 	4,750,000	  	 	85,500,000
	 9
	  	1209/559	  	 	8,000,000	  	 	93,500,000
	 10
	  	1453/74	  	 	13,000,000	  	 	106,500,000
	 11
	  	1699/290	  	 	19,000,000	  	 	125,500,000
	 12
	  	1739/79	  	 	20,000,000	  	 	145,500,000
	 13
	  	1873/646	  	 	35,000,000	  	 	180,500,000
	 14
	  	1916/293	  	 	45,000,000	  	 	225,500,000
	 15
	  	1951/467	  	 	32,000,000	  	 	257,500,000
	 16
	  	1962/949	  	 	30,000,000	  	 	287,500,000
	 17
	  	1991/903	  	 	35,000,000	  	 	322,500,000
	 20
	  	2149/361	  	 	25,000,000	  	 	347,500,000
	 21
	  	2161/653	  	 	60,000,000	  	 	407,500,000
	 22
	  	2194/131	  	 	58,500,000	  	 	466,000,000
	 24
	  	2401/33	  	 	50,000,000	  	 	516,000,000
	 25
	  	2501/925	  	 	44,940,800	  	 	560,940,800
	 26
	  	2578/75	  	 	65,821,300	  	 	626,762,100
	 27
	  	2713/228	  	 	321,937,500	  	 	948,699,600
	 33
	  	3144/930	  	 	128,962,823	  	 	1,077,662,423
	 Bonds Currently Outstanding Based on Kansas Allocated Tax
	  	 	  	 	 	  	 	748,840,000
	 	  	 	  	 	 	  	
	

	 Balance of Credit Available to be Applied to Current Issue
	  	 	  	 	 	  	 	328,822,423