Thirty-Sixth Supplemental Indenture



 Exhibit 4.1 
  

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

  
 THIRTY-SIXTH SUPPLEMENTAL INDENTURE 
  
 Dated as of June 1, 2004 
  
 First
Mortgage Bonds, Pollution Control Refunding Revenue Series Due 2033 
  








 TABLE OF CONTENTSa 
  

					
	 	  	Page


	 Parties
	  	1
		
	 Recitals
	  	1
		
	 Granting Clause
	  	4
		
	 Habendum
	  	6
		
	 Exceptions and Reservations
	  	6
	
	ARTICLE I
	
	Description of Bonds of the 2033 Series
			
	 SECTION 1.
	  	General Description of Bonds of the 2033 Series	  	7
			
	 SECTION 2.
	  	Denominations of Bonds of the 2033 Series and privilege of exchange	  	8
			
	 SECTION 3.
	  	Form of Bonds of the 2033 Series	  	9
			
	 SECTION 4.
	  	Execution and Form of Temporary Bonds of the 2033 Series	  	14
	
	ARTICLE II
	
	Issue of Bonds of the 2033 Series
			
	 SECTION 1.
	  	Limitations as to Principal Amount	  	14
			
	 SECTION 2.
	  	Execution and Delivery of Bonds of the 2033 Series	  	14
	
	ARTICLE III
	
	Redemption and Substitution
			
	 SECTION 1.
	  	Redemption of Bonds of the 2033 Series	  	14



	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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	SECTION 2.	  	Redemption of Bonds of the 2033 Series by Special Holder Redemption	  	15
			
	SECTION 3.	  	Redemption of Bonds of the 2033 Series upon application of certain moneys included in trust estate	  	15
			
	SECTION 4.	  	Redeemed Bonds treated as refundable bonds	  	15
			
	SECTION 5.	  	Written Notice to the Trustee	  	15
			
	SECTION 6.	  	Substitution of the Bonds of the 2033 Series	  	15
			
	SECTION 7.	  	Limitation on redemption of Bonds of the 2033 Series	  	16
	
	ARTICLE IV
	
	Additional Covenants
			
	 SECTION 1.
	  	 Title to mortgaged property
	  	16
			
	 SECTION 2.
	  	 To retire certain portions of Bonds upon release of all or substantially all of the electric properties
	  	17
	
	ARTICLE V
	
	Amendments and Reservation of Rights to Amend the Original Indenture
			
	 SECTION 1.
	  	 So long as Bonds of the 2032 Series remain outstanding:
	  	17
			
	 	  	 Bonds issuable on basis only of 60% of net bondable value of property additions not subject to an unfunded prior lien
	  	17
			
	 	  	 Amendment of definition of net bondable value of property additions not subject to an unfunded prior lien
	  	18
			
	 	  	 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
	  	18
			
	 	  	 Amendment of definition of net bondable value of property additions subject to an unfunded prior lien
	  	18

  

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	 	  	 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
	  	18
			
	 	  	Amendment of Articles III, IV and XII of the Original Indenture	  	18
			
	 	  	 Definitions: minimum charge for depreciation; net earnings available for interset, depreciation and property retirement: net earnings of
another corporation available for interest, depreciation and property retirement
	  	18
			
	 SECTION 2.
	  	Facsimile Signatures	  	21
			
	 SECTION 3.
	  	Reservation of Right to Amend Article VII	  	21
			
	 SECTION 4.
	  	Reservation of Right to Delete certain requirements and conditions	  	24
			
	 SECTION 5.
	  	Issuance of Variable Rate Bonds	  	24
			
	 SECTION 6.
	  	Substitution of bonds	  	24
			
	 SECTION 7.
	  	Addition of a governing law clause	  	25
			
	 SECTION 8.
	  	Event of default for failure to pay final judgments in excess of $100,000	  	25
			
	 SECTION 9.
	  	Net earnings test in connection with property acquisitions	  	25
			
	 SECTION 10.
	  	Addition of Nuclear Fuel	  	26
			
	 SECTION 11.
	  	Modernization of the Original Indenture	  	26
	
	ARTICLE VI
	
	Miscellaneous Provisions
			
	 SECTION 1.
	  	Acceptance of Trust	  	27
			
	 SECTION 2.
	  	Responsibility and Duty of Trustee	  	27
			
	 SECTION 3.
	  	Parties to include successors and assigns	  	27
			
	 SECTION 4.
	  	Benefits restricted to parties and to holders of Bonds and coupons	  	28
			
	 SECTION 5.
	  	Execution in counterparts	  	28
			
	 SECTION 6.
	  	Titles of Articles not part of the Thirty-Sixth Supplemental Indenture	  	28

  

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	 	  	Page


	 TESTIMONIUM
	  	S-1
		
	 SIGNATURES AND SEALS
	  	S-1
		
	 ACKNOWLEDGMENTS
	  	S-2
		
	APPENDIX A	  	 
		
	 DESCRIPTION OF PROPERTIES
	  	 

  

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 THIRTY-SIXTH SUPPLEMENTAL INDENTURE, dated as of the 1st day of June, Two Thousand and Four, 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-Five Supplemental Indentures supplemental to said Original Indenture, of which Thirty-Three 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 June 1, 2004. 
  

										
	 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









									
	 Supplemental Indenture

	  	 Date

	  	             Series of First
 Mortgage Bonds Provided For

	  	Principal
Amount
Issued

	  	 Principal
Amount
Outstanding


	 Twelfth Supplemental Indenture
	  	September 1, 1970	  	8 3/4% Series Due 2000	  	20,000,000	  	None
	 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

  

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	 Supplemental Indenture

	  	 Date

	  	             Series of First
 Mortgage Bonds Provided For

	  	 Principal
 Amount
 Issued

	  	Principal
Amount
Outstanding


	 	  	 	  	8 1/2% Series Due 2022	  	125,000,000	  	125,000,000
	 Twenty-Ninth Supplemental Indenture
	  	August 20, 1992	  	7 1/4% Series Due 2002	  	100,000,000	  	None
	 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	  	100,000,000
	 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



	*	Upon issuance of the Bonds of the 2033 Series pursuant to this indenture, the 6% Pollution Control Revenue Refunding Series due 2033 will be redeemed and will no longer be
outstanding under this indenture. 

  
 ; 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-Sixth Supplemental Indenture (hereinafter referred to as this “Supplemental Indenture”) to
supplement the Original Indenture and to provide for the creation of a new series of bonds under the Original Indenture to be designated “First Mortgage Bonds, Pollution Control Refunding Revenue Series Due 2033”(hereinafter called
“Bonds 

  

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of the 2033 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 
  
 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 Thirty-Sixth 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. 
  

 -4- 








 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 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. 
  

 -5- 








 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. 
  
 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. 
  

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 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 
 2033 SERIES 
  
 SECTION 1. The 2033 series of Bonds to be executed, authenticated and delivered under and secured by the Original Indenture
shall be designated as “First Mortgage Bonds, Pollution Control Refunding Revenue Series Due 2033” of the Company (herein called “Bonds of the 2033 Series”). The Bonds of the 2033 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 Original Indenture, as amended, and subject to all the terms, conditions and covenants of this
Supplemental Indenture. 
  
 Bonds of the 2033 Series shall mature
February 1, 2033 and shall bear from time to time interest at a rate equal to the interest rate then borne by the City of Wamego, Kansas, Pollution Control Refunding Revenue Bonds (Westar Energy, Inc. Project) Series 2004 (hereinafter referred to as
“Revenue Bonds”), issued pursuant to the Indenture of Trust, dated as of June 1, 2004 (hereinafter referred to as the “Revenue Bond Indenture”), from the City of Wamego, Kansas, to Deutsche Bank Trust Company Americas, as trustee
thereunder (the “Revenue Bond Trustee”) which rate shall initially be five percent (5.00%) per annum, payable at the same times as interest is payable on the Revenue Bonds, initially semi-annually on the first day of February and August in
each year, commencing February 1, 2005. Every Bond of the 2033 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 2033 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 2033 Series interest shall be in default on any Bonds of the 2033 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 2033 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 2033 Series shall bear interest from the February 1, or August 1, next preceding the date thereof, unless such Bond shall be dated prior to February 1, 2005, in which case it shall bear interest from June 1,
2004; provided, that if interest is no longer payable on February 1 and August 1 then from the interest payment date next preceding the date thereof. 
  
 The person in whose name any Bond of the 2033 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 shall mean the close of business on the record date for the Revenue Bonds pursuant 

  

 -7- 








 
to the Revenue Bond Indenture. The Bonds of the 2033 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. 
  
 The obligation of the Company to make payments with respect to the principal of and premium, if any, and interest on Bonds
of the 2033 Series shall be fully or partially, as the case may be, satisfied and discharged (1) to the extent that the then due payments with respect to the principal and premium, if any, and interest on the Revenue Bonds (other than Revenue Bonds
which have been redeemed or called for redemption, or which have been surrendered in lieu of, in substitution for or in exchange for other Revenue Bonds or surrendered upon registration of transfer of Revenue Bonds to the Revenue Bond Indenture)
shall have been fully or partially satisfied and discharged, and (2) to the extent that at the time any payment of principal or premium, if any, or interest on the Revenue Bond becomes due, either at or before maturity, there shall be in the Bond
Fund established pursuant to the Revenue Bond Indenture sufficient cash (whether received by the Revenue Bond Trustee under the Sublease dated as of June 1, 2004, (the “Sublease”), between the City of Wamego, Kansas, and the Company, or
otherwise) available to pay the principal of and premium, if any, and interest on the Revenue Bonds then due. The obligation of the Company to make payments with respect to the principal of and premium, if any, and interest on the Bonds of the 2033
Series shall also be satisfied and discharged at such time pursuant to the provisions of Article X of the Revenue Bond Indenture, the principal and premium, if any, and interest on the Revenue Bonds has been paid or the Revenue Bond Trustee shall
hold moneys or Investment Obligations (meeting the requirements of such Article X) sufficient to pay the principal of and premium, if any, and interest on the Revenue Bonds and to the extent in such Article X provided, and provision for paying all
other sums required by such Article X shall have been made. In this case, the entire principal amount of the Bonds of the 2033 Series then outstanding shall be deemed to be satisfied and discharged. Neither the invalidity nor the unenforceability,
in whole or in part, of the Sublease or any provision thereof (whether by reason of bankruptcy or otherwise) shall impair or limit the obligation of the Company to pay the principal of and premium, if any, and interest on the Bonds of the 2033
Series when and as they become due and payable. The Trustee may conclusively presume that the obligation of the Company to make payment with respect to the principal of and premium, if any, and interest on the Bonds of the 2033 Series shall have
been satisfied and discharged unless and until the Trustee shall have received a written notice from the Revenue Bond Trustee stating (i) that timely payment of the principal of or premium, if any, or interest on the Revenue Bonds has not been made,
(ii) that there are not sufficient available funds in such Bond Fund to make such payment and (iii)the amount of funds required to make such payment. 
  
 SECTION 2. The Bonds of the 2033 Series shall be registered bonds without coupons of the denominations of $5,000 and of any multiples of $5,000, numbered
consecutively from R 1 upwards. Bonds of the 2033 Series may each be interchanged for each other bonds within a respective 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. 
  

 -8- 








 SECTION 3. The Bonds of the 2033 Series, and the Trustee’s Certificate with respect thereto, shall
be substantially in the following forms, respectively: 
  
 [FORM OF
BOND OF THE 2033 SERIES] 
  
 CUSIP
             
  
 WESTAR ENERGY, INC. 
  
 (Incorporated under the laws of the State of Kansas) 
  
 FIRST MORTGAGE BOND, POLLUTION CONTROL REFUNDING REVENUE SERIES DUE 2033 
  
 DUE February 1, 2033 
  

			
	 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 entity as defined in the Indenture hereinafter referred to), for value received,
hereby promises to pay to              or registered assigns, on the 1st day of February, 2033, 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 February or August next preceding the date of this Bond (or the interest payment date next preceding the date hereof, if different from February 1 or August 1), unless no interest has been paid
on this Bond, in which case from June 1, 2004, at a rate equal to the interest rate then borne by the City of Wamego, Kansas, Pollution Control Refunding Revenue Bonds (Westar Energy, Inc. Project) Series 2004 (hereinafter referred to as
“Revenue Bonds”), issued pursuant to the Indenture of Trust, dated as of June, 1 2004 (hereinafter referred to as the “Revenue Bond Indenture”), from the City of Wamego, Kansas, to Deutsche Bank Trust Company
Americas, as trustee thereunder (the “Revenue Bond Trustee”) which rate shall initially be five percent (5.00%) per annum, payable semiannually, on the first days of February and August in each year, commencing February 1, 2005, or
as otherwise provided in the Indenture, until maturity, 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 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 record date for the Revenue Bonds pursuant to the Revenue Bond Indenture (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. 
  

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 The obligation of the Company to make payments with respect to the principal of and premium, if any, and
interest on Bonds of this Series shall be satisfied and discharged (1) to the extent that the then due payments with respect to the principal and premium, if any, and interest on the Revenue Bonds (other than Revenue Bonds which have been redeemed
or called for redemption, or which have been surrendered in lieu of, in substitution for or in exchange for other Revenue Bonds or surrendered upon registration of transfer of Revenue Bonds to the Revenue Bond Indenture), shall have been fully or
partially satisfied and discharged, and (2) to the extent that at the time any payment of principal or premium, if any, or interest on the Revenue Bond becomes due, either at or before maturity, there shall be in the Bond Fund established pursuant
to the Revenue Bond Indenture sufficient cash (whether received by the Revenue Bond Trustee under the Sublease dated as of June 1, 2004, (the “Sublease”), between the City of Wamego, Kansas, and the Company, or otherwise) available to pay
the principal of and premium, if any, and interest on the Revenue Bonds then due, and (3) at such time pursuant to the provisions of Article X of the Revenue Bond Indenture, the principal and premium, if any, and interest on the Revenue Bonds has
been paid or the Revenue Bond Trustee shall hold moneys or Investment Obligations (meeting the requirements of such Article X) sufficient to pay the principal of and premium, if any, and interest on the Revenue Bonds and to the extent in such
Article X provided, and provision for paying all other sums required by such Article X shall have been made. 
  
 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-sixth indenture supplemental thereto dated as of June 1, 2004 (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, Pollution Control Refunding Revenue Series Due 2033” (herein called “Bonds of the 2033 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 

  

 -10- 








 
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
and (iii) to make certain other amendments which make the provisions for the release of mortgaged property less restrictive, all as more fully provided in the Indenture and in the 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. 
  
 The Bonds of the 2033 Series are subject to
immediate redemption in whole, at the principal amount thereof, but without premium, together with accrued interest to the redemption date, upon receipt by the Trustee of a written demand from the Revenue Bond Trustee stating that the principal
amount of all the Revenue Bonds then outstanding under the Revenue Bond Indenture has been declared immediately due and payable pursuant to Section 7.2 of the Revenue Bond Indenture and that the Revenue Bond Trustee, as holder of all of the Bonds of
the 2033 Series, waives notice of such redemption. As in the Indenture provided, such notice of redemption will be rescinded and become null and void for all purposes under the Indenture upon rescission of the aforesaid written demand under the
Revenue Bond Indenture, and thereupon no such redemption of the Bonds of the 2033 Series will be made. 
  
 The Bonds of the 2033 Series are also subject to mandatory redemption, (i) either as a whole or in part, at any time, upon receipt by the Company of a
written notice pursuant to paragraph (a) of Section 3.1 of the Revenue Bond Indenture, and (ii) in such principal amounts and on such dates as Revenue Bonds are subject to redemption pursuant to paragraph (b) of Section 3.1 of the Revenue Bond
Indenture. Bonds of the 2033 Series equal in principal amount to the principal amount of such Revenue Bonds to be redeemed will be redeemed on the date fixed for redemption of the Revenue Bonds upon payment of the principal amount thereof, but
without premium, together with accrued interest to the redemption date. 
  
 In addition, Bonds of the 2033 Series are subject to redemption upon payment of the principal amount thereof, together with accrued interest to the redemption date, and premium, if any, (i) in such principal amounts and on such dates as
Revenue Bonds are subject to redemption pursuant to Section 3.2 of the Revenue Bond Indenture, (ii) in such principal amounts and on such dates as the Revenue Bonds are subject to redemption pursuant to Section 3.3 of the Revenue Bond Indenture,
(iii) in such principal amounts and on such dates as Revenue Bonds are subject to redemption pursuant to Section 3.4 of the Revenue Bond Indenture, (iv) in such principal amounts and on such dates as Revenue Bonds are subject to redemption pursuant
to Section 3.5 of the Revenue Bond Indenture, and (v) in such principal amounts and on such dates as Revenue Bonds are subject to redemption pursuant to 

  

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Section 3.6 of the Revenue Bond Indenture. Upon receipt by the Trustee of written notice from the Revenue Bond Trustee that a stated principal amount of
Revenue Bonds has been called for redemption pursuant to any of such provisions, stating the redemption date and the redemption price therefor, and that the Revenue Bond Trustee, as holder of all of the Bonds of the 2033 Series, waives notice, Bonds
of the 2033 Series shall be redeemed on the same date in the same principal amount and at the same redemption price as the Revenue Bonds. 
  
 The Company or a successor entity may deliver to the Trustee in substitution for any Bonds of the 2033 Series, mortgage bonds or other similar instruments
as set forth in Article III, Section [6] of the Supplemental Indenture. 
  
 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. 
  
 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 entity, as such, either directly or through the
Company or any such predecessor or successor entity, 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. 
  
 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. 
  

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 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 June 1, 2004. 
  

			
	 BNY MIDWEST TRUST COMPANY

	 	 	 As Trustee
  

	 By
	 	  




  
 SECTION 4. Until
Bonds of the 2033 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 2033 Series in temporary form, as provided in
Section 9 of Article II of the Original Indenture. 
  
 ARTICLE
II 
  
 ISSUE OF BONDS OF THE 2033 SERIES 
  
 SECTION 1. The total principal amount of Bonds of the 2033 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 2033 Series for the aggregate principal amount of
$58,340,000 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 and Article XVIII of the Original Indenture, as amended. 
  
 ARTICLE III 
  
 REDEMPTION AND SUBSTITUTION 
  
 SECTION 1. Upon the redemption, in whole or in part, of the Revenue Bonds, Bonds of the 2033 Series shall be redeemed in whole or in like part. To effect the redemption of Bonds of the 2033 Series, the Revenue Bond
Trustee shall deliver to the Corporate Trustee (and mail a copy thereof to the Company) a written demand (hereinafter referred to as a “Redemption Demand”) for the redemption of Bonds of the 2033 Series equal in principal amount to the
principal amount of the Revenue Bonds to be redeemed. The Redemption Demand shall be signed by the President, a Vice President, an Assistant Vice President or a Trust Officer of the Revenue Bond Trustee and shall state: (1) the aggregate principal
amount of the Revenue Bonds then outstanding under the Indenture of Trust; (2) the principal amount of the Revenue Bonds to be redeemed; (3) the interest thereon and 

  

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premium, if any, to be payable on the redemption date; (4) the redemption date and that notice thereof has been given as required in the Revenue Bond
Indenture; and (5) that the Corporate Trustee is thereby instructed to call for redemption of Bonds of the 2033 Series equal in principal amount to the principal amount of the Revenue Bonds specified in (2) above. The Redemption Demand shall also
contain a waiver of notice of such redemption by the Revenue Bond Trustee, as holder of all Bonds of the 2033 Series then outstanding. The Corporate Trustee may conclusively presume the statements contained in the Wamego Redemption Demand to be
correct. Redemption of the Bonds of the 2033 Series shall be at the principal amount of the bonds to be redeemed, together with premium, if any, and the accrued interest to the redemption date, and such amount shall become and be due and payable on
the redemption date. The Company hereby covenants that, if a Redemption Demand shall be delivered to the Corporate Trustee, the Company, on or before the redemption date, with the Corporate Trustee, in accordance with Article V of the Original
Indenture, an amount in cash sufficient to redeem the Bonds of the 2033 Series so called for redemption. 
  
 SECTION 2. The Bonds of the 2033 Series are subject to immediate redemption in whole, at the principal amount thereof, but without premium, together with
accrued interest to the redemption date, upon receipt by the Trustee of a written demand from the Revenue Bond Trustee stating that the principal amount of all the Revenue Bonds then outstanding under the Revenue Bond Indenture has been declared
immediately due and payable pursuant to Section 7.2 of the Revenue Bond Indenture and that the Revenue Bond Trustee, as holder of all of the Bonds of the 2033 Series, waives notice of such redemption. Such notice of redemption will be rescinded and
become null and void for all purposes under the Indenture upon rescission of the aforesaid written demand under the Revenue Bond Indenture, and thereupon no such redemption of the Bonds of the 2033 Series will be made. 
  
 SECTION 3. The provisions of Article V of the Original Indenture shall be
applicable to the redemptions of Bonds of the 2033 Series pursuant to provisions of Section 1 or 2 of this Article III; provided, however, that, with respect to any redemption of Bonds of the 2033 Series pursuant to such Section 1 or 2 an election
to redeem shall be made in the manner provided in such Section 1 or 2, respectively. The principal amount of the Bonds of the 2033 to be redeemed on any partial redemption shall be $5,000 or a multiple thereof. 
  
 SECTION 4. Any Bonds of the 2033 Series redeemed pursuant to Section 1 or 2
of this Article III are hereby expressly permitted to be used as refundable Bonds for execution, authentication and delivery of additional Bonds pursuant to Section 6 of Article III of the Original Indenture. 
  
 SECTION 5. Any written notice to the Trustee from the Revenue Bond Trustee
shall be signed by an officer of the Revenue Bond Trustee duly authorized by such purpose. 
  
 SECTION 6. The Company may deliver to the Trustee in substitution for any Bonds of the 2033 Series, 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 Bonds of the 2033 Series (such substituted bonds hereinafter being referred to as the “Substituted 

  

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Mortgage Bonds”). The 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 Substituted Mortgage Bonds, stating that its rating of the Substituted Mortgage Bonds is at least equal to its then current rating on the Bonds of the 2033 Series ,
(ii) 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
Bonds of the 2033 Series, (iii) an opinion of 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, (iv) an opinion of Bond Counsel, as defined in the
Revenue Bond Indenture, to the effect that the substitution of the Substituted Mortgage Bonds will not adversely affect the exemption from federal income taxes of interest on the Revenue Bonds and (v) 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. 
  
 “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. Bonds of the
2033 Series shall not be subject to redemption prior to maturity, except as provided in this Article III. 
  
 ARTICLE IV 
  
 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 2033 Series, free and clear of any deed of trust, mortgage, lien, charge or encumbrance thereon or affecting the title 

  

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thereto prior to the Indenture, except as set forth in the granting clauses of the Original Indenture, the Twenty-Eighth Supplemental Indenture, the
Thirtieth Supplemental Indenture, the Thirty-First Supplemental Indenture, the Thirty-Second Supplemental Indenture or the Thirty-fifth Supplemental Indenture or 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 this Section 3 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. 
  
 ARTICLE V 
  
 AMENDMENTS AND RESERVATION 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 

  

 -17- 








 
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. 
  
 (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: 

  

	 	(1)	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. 

  

 -18- 









	 	(2)	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. 

  

	 	(3)	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.


  

	 	(4)	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 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. 

  

	 	(5)	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 

  

 -19- 








 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. 

  
 (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. 
  

 -20- 








 SECTION 2. All of the Bonds of the 2033 Series and of any series initially issued after the initial
issuance of Bonds of the 2033 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 2033 Series or of any series initially issued after the initial issuance of Bonds of the 2033 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; 
  
 “(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 

  

 -21- 








 
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, 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 

  

 -22- 








 
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. 
  

 -23- 








 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 2033 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 2033 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, 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 

  

 -24- 








 
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 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 2033 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 2033 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 2033 Series, or of any subsequent series of bonds, to amend the Original Indenture to delete Article IV, Section 14(b) and reserves the 

  

 -25- 








 
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. 
  
 SECTION
10. The Company reserves the right, subject to appropriate action, but without any consent or other action by holders of Bonds of the 2033 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 2033 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; 
  

 -26- 








 (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) Permitting the Company to remove the
trustee in certain circumstances; 
  
 (VII) Providing for
direction to the trustee under the Mortgage to vote pledged prior lien bonds for specified amendments to the prior lien mortgage; 
  
 (VIII) Providing 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) Amending
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) Amending the definition of “Bondable Property” to allow all
mortgaged property to be bondable; and 
  
 (XI) Updating the
definition of “Permitted Liens.” 
  
 ARTICLE VI

  
 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 

  

 -27- 








 
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. 
  
 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. 
  

 -28- 








 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,


	 	 	 	 	Executive Vice President and Chief Financial Officer

  

			
	ATTEST:
		
	By:	 	 /s/ Larry D. Irick,


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


  

			
	By:	 	 /s/ Peggy Wettengel


		
	By:	 	 /s/ Patti Beasley



  

			
	BNY MIDWEST TRUST COMPANY
    As Trustee
		
	By:	 	 /s/ J. Bartolini




  

			
	ATTEST:
		
	By:	 	 /s/ D.G. Donovan


	
	 Executed, sealed and delivered by
BNY MIDWEST TRUST COMPANY
in the presence of:

		
	By:	 	 /s/ M. Callahan


		
	By:	 	 /s/ L. Garcia



  

 S-1 








 STATE OF KANSAS         ) 
                                        
        : ss.: 
 COUNTY OF SHAWNEE  ) 
  
 BE IT REMEMBERED, that on this 1st day of June 2004, 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/ Patti Beasley


	Notary Public
	My Commission Expires (11/18/04)


  

 S-2 








 STATE OF ILLINOIS ) 
                                       : ss.:

 COUNTY OF COOK  ) 
  
 BE IT REMEMBERED, that on this 1st day of June 2004, 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/ A. Hernandez


	Notary Public
	My Commission Expires (7/8/06)


  

 S-3 








 STATE OF KANSAS         ) 
                                        
       : ss.: 
 COUNTY OF SHAWNEE  ) 
  
 BE IT REMEMBERED, that on this 1st day of June 2004, 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/ Patti Beasley


	Notary Public
	My Commission Expires (11/18/04)


  

 S-4 








 APPENDIX A 
  
 to 
  
 THIRTY-SIXTH SUPPLEMENTAL INDENTURE 
  
 Dated as of June 1, 2004 
  
 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 
  
  
 Barton County 
  
 Great Bend Radio Tower 
  
 A tract of real estate situate in the Southeast Quarter (SE/4) of Section Sixteen (16), Township Nineteen (19) South, Range Thirteen (13) West, Barton
County, Kansas, by metes and bounds described as follows, to-wit: Commencing at a point 729.05 feet East of the Northwest corner (NWc) of said SE/4 for a point of beginning; thence East a distance of 600 feet on and along the North line of said SE/4
to the East line of the W/2 of said Quarter; thence South 470.44 feet; thence West 600 feet parallel with the North line of said SE/4; thence North 470.44 feet to the point of beginning, subject, however, to all covenants, easements, restrictions
and reservations now of record and subject to all taxes and assessments, general and special, not now due and payable. 







 Greenwood County 
  

Eureka Radio Tower 
  
 A tract of land in the Southeast Quarter of the Southwest Quarter (SE 1⁄4 SW 1⁄4) OF section Thirty (30), Township Twentyfour (24) South, Range
Eleven (11) East of the Sixth (6th) Principal Meridian, Greenwood County, Kansas, more particularly described as
follows, to-wit: Beginning on the South line of the Southwest Quarter (SW 1⁄4) of said Section Thirty (30) at a point located 1,450 feet East of the Southwest Corner (SW/c) of said Section Thirty (30); thence North parallel with the West line of
said Southwest Quarter (SW 1⁄4), a distance of 550 feet; thence East parallel with said South line, a distance of 550 feet; thence South to a point on said South line located 550 feet West of the point of beginning; thence West to the point of
beginning. 
  
 Jackson County 
  
 Denison Substation 
  
 A tract of land located in the Southwest Quarter of Section 27, Township 7 South, Range 15 East of the 6th P.M., Jackson County, Kansas, said tract more particularly described as follows: Beginning on the South line of said Southwest
Quarter at a point 205 feet East of the Southwest corner of said Southwest Quarter; thence North 01°38'40" West a distance of 100 feet; thence North 88°21'20" East 80 feet; thence South 01°38'40" East a distance of 100
feet to said South line; thence West along said South line to the point of beginning. 
  
 Johnson County 
  
 Bonita Substation 

 
 The North 660 feet of the West 660 feet of the South Half of the
Northeast Quarter of Section 25, Township 14 South, Range 23 East, Johnson County, Kansas. 
  

 A-2 








 Shawnee Operations Center 
  
 Lot 18, PERIMETER PARK, NINTH PLAT, a subdivision in the City of Shawnee, Johnson County, Kansas, according to the recorded
plat thereof, EXCEPT that part thereof described as follows: 
  
 Beginning at the Northwest corner of said Lot 18; thence North 89°45'40" East, along the North line of said Lot 18, a distance of 647.81 feet to a corner of said Lot 18, said corner being on the Southerly right-of-way line of
86th Street, as now established; thence Southeasterly along said southerly right-of-way line, and along a curve to
the left, having a radius of 530.00 feet, a central angle of 10°02'56" and whose initial tangent bearing is South 51°07'38" East, a distance of 92.95 feet; thence South 28°49'27" West, departing said right-of-way line, a
distance of 137.05 feet; thence South 89°45'40" West, a distance of 659.50 feet, to a point on the West line of said Lot 18; thence North 00°13'22" East, along said West line, a distance of 171.83 feet to the Northwest corner of
said Lot 18 and the point of beginning, containing 2.7210 acres, more or less. 
  
 Lot 19, PERIMETER PARK, NINTH PLAT, a subdivision in the City of Shawnee, Johnson County, Kansas, according to the recorded plat thereof, EXCEPT that part thereof described as follows: 
  
 Beginning at the Southwest corner of said Lot 19; thence North
00°13'22" East, along the West line of said Lot 19, a distance of 129.17 feet; thence North 89°45'40" East, departing said West line, a distance of 532.40 feet to a point on the Westerly right-of-way line of Cole Parkway, as now
established; thence Southeasterly along said Westerly right-of-way line, and along a curve to the left having a radius of 530.00 feet, a central angel of 18°44'03" and whose initial tangent bearing is South 32°23'35" East, a
distance of 173.30 feet to the Southeast corner of said Lot 19; thence South 89°45'40" West, along the South line of said Lot 19, a distance of 647.81 feet to the point of beginning, containing 1.7311 acres, more or less. 
  
 Shawnee County 
  
 Sherwood Substation 
  
 Lots 4 thru 18, inclusive, Block F, Sherwood Estates Subdivision No. 59, Shawnee County, Kansas. 
  

 A-3 








 AFFIDAVIT 
  

STATE OF KANSAS           ) 
                                        
          : ss: 
 COUNTY OF SHAWNEE    ) 
  
 I, Larry D. Irick, Vice President, General Counsel and Corporate Secretary,
Westar Energy, Inc., formerly known as The Kansas Power and Light Company, in Topeka, Kansas, being duly sworn, depose and say: 
  
 That a Thirtieth Supplemental Indenture dated February 1, 1993, was granted by Westar Energy, Inc. to Harris Trust and Savings Bank, Chicago, Illinois,
with respect to bonds in the aggregate amount of $58,500,000, and that such Thirtieth Supplemental Indenture was recorded with the Register of Deeds of Shawnee County, Kansas, on February 3, 1993, in Book 2780 at Page 626 and filed in the Office of
the Kansas Secretary of State on February 3, 1993, as File Number 1876325. 
  
 That a Thirty-Sixth Supplemental Indenture dated as of June 1, 2004, was granted by Westar Energy, Inc. to BNY Midwest Trust Company (successor to Harris Trust and Savings Bank), Chicago, Illinois, with respect to
bonds in the amount of $58,340,000. 
  
 That all of the
$58,340,000 consideration stated in the Thirty-Sixth Supplemental Indenture was included as principal indebtedness under the Thirtieth Supplemental Indenture. The Thirtieth Supplemental Indenture is recorded in the Office of the Shawnee County
Register of Deeds, as recited above. Therefore, under the provisions of K.S.A. 79-3102(d)(3), no mortgage registration fee is required in connection with the recording of the Thirty-Sixth Supplemental Indenture. 
  

 -1- 








 Further affiant saith not. 
  
 Signed this 10th day of June, 2004. 
  

	
	 /s/ Larry D. Irick


	Larry D. Irick
	Vice President, General Counsel and
	Corporate Secretary


  
 Subscribed and
sworn to before me this 10th day of June, 2004. 
  

	
	 /s/ Patti Beasley


	Notary Public


  
 My Appointment Expires:

  
 11/18/04 
  
 Thirty-Sixth Supplemental Indenture recorded in Book 4044, Page 066, Shawnee County Register of Deeds. 
  

 -2-