Exhibit 99


       AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER


                          BY AND AMONG

                    WESTERN RESOURCES, INC.,

                KANSAS GAS AND ELECTRIC COMPANY,

                           NKC, INC.,

                              AND

               KANSAS CITY POWER & LIGHT COMPANY


                   Dated as of March 18, 1998



     <PAGE>
               AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this
     "Agreement"), dated as of March 18, 1998, by and among Western
     Resources, Inc., a Kansas corporation ("Western Resources"), Kansas Gas
     and Electric Company, a Kansas corporation and wholly owned subsidiary
     of Western Resources ("KGE"), and NKC, Inc., a newly formed Kansas
     corporation and wholly owned subsidiary of Western Resources ("New KC"),
     on the one hand, and Kansas City Power & Light Company, a Missouri
     corporation ("KCPL"), on the other hand.

               WHEREAS, Western Resources and KCPL entered into an
     agreement and plan of merger (the "Original Agreement"), dated as of
     February 7, 1997 (the "Original Execution Date"), and wish to amend and
     restate the Original Agreement as specified herein;

               WHEREAS, Western Resources' rate-regulated electric division
     ("KPL") is engaged in the production, purchase, transmission,
     distribution and sale of electricity (the "KPL Business");

               WHEREAS, immediately prior to the KCPL Effective Time (as
     defined in Section 3.3), Western Resources will contribute to KGE all of
     the KPL Assets (as defined in Section 1.1) and KGE will assume all of
     the Assumed Liabilities (as defined in Section 1.2, such contribution
     and assumption, the "Asset Contribution")), upon the terms and subject
     to the conditions set forth in this Agreement;

               WHEREAS, immediately prior to the KGE Effective Time,
     Western Resources will contribute to KGE shares of Western Resources
     Common Stock (as defined in Section 1.6 (the "Stock Contribution")),
     upon the terms and subject to the conditions set forth in this
     Agreement;

               WHEREAS, the boards of directors of each of Western
     Resources and KGE have approved the Asset Contribution and the Stock
     Contribution, upon the terms and subject to the conditions set forth in
     this Agreement;

               WHEREAS, the respective boards of directors of each of KCPL
     and New KC have approved the merger of KCPL with and into New KC with
     New KC being the surviving corporation (the "KCPL Merger"), upon the
     terms and subject to the conditions set forth in this Agreement;

               WHEREAS, the respective boards of directors of each of New
     KC, Western Resources and KGE have approved the merger of KGE with and
     into New KC with New KC being the surviving corporation (the "KGE
     Merger"), upon the terms and subject to the conditions set forth in this
     Agreement;

               WHEREAS, it is intended that, for federal income tax
     purposes the KGE Merger and the KCPL Merger shall qualify as a
     reorganization under the provisions of Section 368(a) of the Internal
     Revenue Code of 1986, as amended, and the rules and regulations
     promulgated thereunder (the "Code");

               WHEREAS, for purposes of Section 354(a) of the Code, the
     Western Resources Common Stock distributed pursuant to the Western
     Resources Stock Distribution (as defined in Section 4.1 hereof) shall be
     treated as stock of Western Resources, a party to the reorganization,
     distributed in pursuance of the plan of reorganization;

               WHEREAS, Western Resources, KGE, KCPL and New KC desire to
     make certain representations, warranties, covenants and agreements in
     connection with this Agreement; and

               WHEREAS, KCPL and UtiliCorp United, Inc., a Delaware
     corporation ("UtiliCorp"), were parties to that certain Amended and
     Restated Agreement and Plan of Merger among KCPL, KC Merger Sub, Inc., a
     Delaware corporation, UtiliCorp and KC United Corp., a Delaware
     corporation, dated as of January 19, 1996, as amended and restated as of
     May 20, 1996 (the "UtiliCorp Agreement"), which KCPL has terminated in
     accordance with the terms thereof.

               NOW, THEREFORE, in consideration of the premises and the
     representations, warranties, covenants and agreements contained herein,
     the parties hereto, intending to be legally bound hereby, agree as
     follows:


                          ARTICLE I

     THE CONTRIBUTIONS

          Section 1.1  The Asset Contribution.

          (a)  Contribution.  Immediately prior to the KCPL Effective Time
     and as a condition precedent to the KGE Merger, Western Resources shall
     contribute, or cause to be contributed, to KGE, and KGE shall acquire,
     all of the right, title and interest of Western Resources in, to and
     under the assets, property and interests owned by Western Resources that
     are used in, or related to or generated by, the KPL Business, of every
     type, character and description, tangible and intangible, real, personal
     and mixed, accrued, contingent or otherwise, wherever located and
     whether or not reflected on the books and records of Western Resources
     as of the Closing Date (as defined in Section 5.1) (the "KPL Assets"),
     other than securities, the corporate headquarters of Western Resources
     and those assets necessary for the operation of Western Resources as a
     holding company after the Closing Date, the categories of which are
     described in Section 1.1(b) of the Western Resources Disclosure Schedule
     (as defined in Section 7.2 hereof) (the "Non-KPL Assets").

          (b)  KPL Balance Sheet; Non-KPL Assets.  Section 1.1(b) of the
     Western Resources Disclosure Schedule sets forth (i) an unaudited pro
     forma balance sheet that represents in all material respects, as of
     December 31, 1997, the assets and liabilities of KPL, as though the
     Asset Contribution had been made on such date (the "KPL Balance Sheet"),
     and (ii) a list, as of the date hereof, of the Non-KPL Assets which are
     not reflected in such balance sheet.  The KPL Assets shall include such
     assets, properties and interests as are necessary to enable New KC to
     operate the KPL Business in accordance with past practice.  The Non-KPL
     Assets shall not include any asset, property or interest as is necessary
     to operate the KPL Business in accordance with past practice.

          (c)  KPL Business and KGE at Closing.  At the Closing, the KPL
     Business and KGE will contain substantially the same assets and
     liabilities as they did as of December 31, 1997, subject to
     modifications that reflect ordinary course operation of the KPL Business
     and KGE in accordance with past practice prior to the date hereof.
     Western Resources shall not make  or permit to be made any changes in
     the accounting methods used with respect to the KPL Business or KGE,
     except as required by applicable law, rule, regulation or GAAP.

          Section 1.2  Liabilities Assumed.  Concurrently with the Asset
     Contribution contemplated in Section 1.1, KGE shall assume and agree to
     pay, perform and discharge when due all debts, claims, losses,
     liabilities, leases and obligations whatsoever, including, without
     limitation, debts, indebtedness for borrowed money, guaranties,
     liabilities, obligations, and claims with respect to any contracts
     included in the KPL Business, that arise out of, or relate to or are
     generated by, the KPL Assets or the operations of the KPL Business,
     whether arising before or after the Asset Contribution and whether known
     or unknown, fixed or contingent (the "Assumed Liabilities").  The
     Assumed Liabilities shall also include an aggregate principal amount of
     indebtedness for borrowed money of Western Resources so that aggregate
     total indebtedness for borrowed money (including preferred stock) of KGE
     equals $1.9 billion immediately prior to the KGE Effective Time;
     provided, however, that the Assumed Liabilities shall not include
     indebtedness for borrowed money of Western Resources if KGE immediately
     prior to the KGE Effective Time already has indebtedness for borrowed
     money (including preferred stock) of $1.9 billion, it being understood
     that in no case shall the indebtedness for borrowed money (including
     preferred stock) of KGE exceed $1.9 billion immediately prior to the KGE
     Effective Time.

          Section 1.3  Retained Liabilities.  Except for the Assumed
     Liabilities, Western Resources shall retain and have full responsibility
     for and obligation with respect to all debts, claims, losses,
     indebtedness for borrowed money, guaranties, liabilities, leases and
     obligations whatsoever of Western Resources and its Affiliates  (as
     defined in Section 6.17 hereof) and Subsidiaries (as defined in
     Section 6.1 hereof) (other than New KC after the KGE Effective Time (as
     defined herein)).

          Section 1.4  Instruments of Transfer.  The conveyance, transfer,
     assignment and delivery of the KPL Assets to KGE and the assumption of
     the Assumed Liabilities by KGE shall be effected by one or more
     assignments, assumption agreements, regulatory orders and any other
     transfer documents, as may be necessary, or as KCPL may reasonably
     request.  As to the real property interests held in fee included in the
     KPL Assets, the conveyances shall be by special warranty deed, subject
     to Permitted Liens (as defined in Section 7.20).

          Section 1.5  Assignment or Assumption of Contract Rights.
     Anything in this Agreement to the contrary notwithstanding, this
     Agreement shall not constitute an agreement to assign or assume any
     claim, contract, lease, commitment or any claim or right or any benefit
     arising thereunder or resulting therefrom if an attempted assignment or
     assumption thereof, without the consent of a third party thereto, would
     constitute a breach thereof.  If such consent is not obtained, or if an
     attempted assignment thereof would be ineffective or would affect the
     rights of Western Resources thereunder so that KGE or New KC would not
     in fact receive all such rights, Western Resources will cooperate with
     New KC in arrangements reasonably designed to provide for New KC, at the
     expense of New KC, the benefits under any such claims, contracts,
     licenses, leases or commitments including, without limitation,
     enforcement for the benefit of New KC of any and all rights of Western
     Resources against a third party thereto arising out of the breach or
     cancellation by such third party or otherwise; and any transfer or
     assignment to New KC by Western Resources of any property or property
     rights or any contract or agreement which shall require the consent or
     approval of any third party shall be made subject to such consent or
     approval being obtained; provided, however, that any third party
     consents to the assignment of such contracts shall provide that Western
     Resources shall be released in full from its obligations under such
     contracts.

          Section 1.6  The Stock Contribution.

          Immediately prior to the KGE Effective Time and as a condition
     precedent to the KGE Merger, Western Resources shall contribute, or
     cause to be contributed, to KGE, shares of partly paid Western Resources
     Common Stock, par value $5.00 per share (the "Western Resources Common
     Stock").  The amount of Western Resources Common Stock to be contributed
     to KGE pursuant to this Section shall be equal to the product of (x) the
     number of shares of Common Stock, without par value, of KCPL ("KCPL
     Common Stock") (other than shares of KCPL Common Stock beneficially
     owned by Western Resources or KCPL, Dissenting Shares (as defined in
     Section 2.4(a)) and shares (or any portion thereof) of KCPL Common Stock
     in respect of which cash is to be paid in lieu of fractional shares
     pursuant to Section 4.1) issued and outstanding immediately prior to the
     Stock Contribution times (y) the Conversion Ratio.  The term "Conversion
     Ratio" means the quotient (rounded to the nearest 1/100,000) determined
     by dividing $23.50 by the Western Resources Index Price (as defined
     below); provided, however, that if the Western Resources Index Price (i)
     is greater than $58.46, the Conversion Ratio shall be fixed at 0.449,
     provided that if 0.449 multiplied by the Western Resources Index Price
     exceeds $30.00, the Conversion Ratio shall mean the quotient (rounded to
     the nearest 1/100,000) obtained by dividing $30.00 by the Western
     Resources Index Price, (ii) is greater than $55.03 but less than or
     equal to $58.46, the Conversion Ratio shall mean the quotient (rounded
     to the nearest 1/100,000) obtained by dividing $26.25 by the Western
     Resources Index Price, (iii) is greater than $52.41 but less than or
     equal to $55.03, the Conversion Ratio shall be fixed at 0.477, (iv) is
     greater than $50.00 but less than or equal to $52.41, the Conversion
     Ratio shall mean the quotient (rounded to the nearest 1/100,000)
     determined by dividing $25.00 by the Western Resources Index Price, (v)
     is greater than $47.00 but less than or equal to $50.00, the Conversion
     Ratio shall be fixed at 0.500, (vi) is greater than $35.01 but less than
     or equal to $38.27, the Conversion Ratio shall be fixed at 0.614, (vii)
     is greater than $29.78 but less than or equal to $35.01, the Conversion
     Ratio shall mean the quotient (rounded to the nearest 1/100,000 obtained
     by dividing $21.50 by the Western Resources Index Price or (viii) is
     less than or equal to $29.78, the Conversion Ratio shall be fixed at
     0.722.  The term "Western Resources Index Price" means the aggregate of
     the average of the high and low sales prices of Western Resources Common
     Stock (as reported on the New York Stock Exchange (the "NYSE") Composite
     Transactions reporting system as published in The Wall Street Journal
     or, if not published therein, in another authoritative source) on each
     of the twenty consecutive NYSE trading days ending the tenth NYSE
     trading day immediately preceding the KGE Effective Time, divided by 20.
     Notwithstanding the foregoing, no certificates or scrip representing
     fractional shares of Western Resources Common Stock shall be contributed
     to KGE in the Stock Contribution.

          Section 1.7  Certain Taxes.  Each of New KC (after the KGE Merger)
     and Western Resources shall pay one half of the total of (i) all
     transfer, stamp, sales or use Taxes (as defined in Section 6.9) and any
     filing, recording, regulatory or similar fees or assessments payable or
     determined to be payable in connection with the execution, delivery or
     performance of this Agreement or the transactions contemplated hereby
     and (ii) all costs and expenses incurred by Western Resources or KGE
     arising out of or relating to obtaining any third party consents and
     approvals in connection with the Asset Contribution and the KGE Merger.


                         ARTICLE II

             MERGER OF KCPL WITH AND INTO NEW KC

          Section 2.1  The KCPL Merger.  Upon the terms and subject to the
     conditions of this Agreement, at the KCPL Effective Time (as defined in
     Section 2.3), KCPL shall be merged with and into New KC in accordance
     with the laws of the States of Missouri and Kansas.  New KC shall be the
     surviving corporation in the KCPL Merger and shall continue its
     corporate existence under the laws of the State of Kansas.  The effects
     and the consequences of the KCPL Merger shall be as set forth in
     Section 2.2.

          Section 2.2  Effects of the KCPL Merger.  At the KCPL Effective
     Time, (i) the Articles of Incorporation of New KC, as in effect
     immediately prior to the KCPL Effective Time, shall be the articles of
     incorporation of New KC (the "New KC Articles") until thereafter amended
     as provided by law and the New KC Articles, and (ii) the by-laws of
     New KC, as in effect immediately prior to the KCPL Effective Time, shall
     be the by-laws of New KC (the "New KC By-Laws") until thereafter amended
     as provided by law, the New KC Articles, and such by-laws. Subject to
     the foregoing, the additional effects of the KCPL Merger shall be as
     provided in the applicable provisions of the General and Business
     Corporation Law of Missouri (the "MGBCL") and the General Corporation
     Code of the State of Kansas (the "KGCC").

          Section 2.3  Effective Time of the KCPL Merger.  On the Closing
     Date, a certificate of merger shall be executed and filed by New KC and
     KCPL with the Secretary of State of the State of Kansas pursuant to the
     KGCC and articles of merger shall be executed and filed with the
     Secretary of State of the State of Missouri pursuant to the MGBCL. The
     KCPL Merger shall become effective upon the certification by the
     Secretary of State of the State of Kansas that the certificate of merger
     relating to the KCPL Merger has been duly filed (the "KCPL Effective
     Time").

          Section 2.4  Effect of the KCPL Merger on KCPL and New KC Capital
     Stock.

          (a)  Capital Stock of KCPL. As of the KCPL Effective Time, by
     virtue of the KCPL Merger and upon surrender by any holder of shares of
     KCPL Common Stock of such shares, subject to Section 2.4(b) and
     Section 2.4(d), each issued and outstanding share of KCPL Common Stock
     (other than shares of KCPL Common Stock beneficially owned by KCPL
     either directly or through a wholly owned Subsidiary and shares of KCPL
     Common Stock ("Dissenting Shares") that are owned by shareholders
     ("Dissenting Shareholders") exercising appraisal rights pursuant to
     Section 351.455 of the MGBCL), shall represent one fully paid and
     nonassessable share of Series A Common Stock, without par value, of New
     KC ("New KC Series A Common Stock").  As of the KCPL Effective Time, by
     virtue of the KCPL Merger and without any action on the part of Western
     Resources, each share of New KC Series A Common Stock previously owned
     by Western Resources shall be cancelled.

          (b)  Cancellation of Certain KCPL Common Stock and New KC Common
     Stock.  As of the KCPL Effective Time, by virtue of the KCPL Merger and
     without any action on the part of any holder of any capital stock of
     KCPL or New KC, any shares of KCPL Common Stock or New KC Common Stock
     that are owned by KCPL as treasury stock or otherwise or by New KC or by
     any wholly owned Subsidiary of New KC or KCPL shall be canceled and
     retired and shall cease to exist and no stock of New KC or other
     consideration shall be issued or delivered in exchange therefor.

          (c)  Redemption of KCPL Preferred Stock.  Prior to the KCPL
     Effective Time, the Board of Directors of KCPL shall call for redemption
     all outstanding shares of KCPL Preferred Stock (as defined in
     Section 6.3) at a redemption price equal to the amount set forth in the
     Restated Articles of Consolidation of KCPL, together with all dividends
     accrued and unpaid to the date of such redemption and take all other
     required actions so that all shares of KCPL Preferred Stock shall be
     redeemed and no such shares shall be deemed to be outstanding at the
     KCPL Effective Time or entitled to vote on the approval of this
     Agreement and the transactions contemplated hereby.

          (d)  Dissenters' Rights.  No Dissenting Shareholder shall be
     entitled to shares of New KC Series A Common Stock or cash in lieu of
     fractional shares thereof or any distributions pursuant to this
     Article II or Section 4.1 unless and until the holder thereof shall have
     failed to perfect or shall have effectively withdrawn or lost such
     holder's right to dissent from the KCPL Merger under the MGBCL, and any
     Dissenting Shareholder shall be entitled to receive only the payment
     provided by Section 351.455 of the MGBCL with respect to shares of KCPL
     Common Stock owned by such Dissenting Shareholder.  If any Person who
     otherwise would be deemed a Dissenting Shareholder shall have failed to
     perfect properly or shall have effectively withdrawn or lost the right
     to dissent with respect to any shares of KCPL Common Stock, such shares
     of KCPL Common Stock shall thereupon be treated as though such shares of
     KCPL Common Stock had been converted into shares of New KC Series A
     Common Stock pursuant to Section 2.4(a) hereof, and, to the extent such
     failure, withdrawal or loss occurs subsequent to the Closing Date,
     Western Resources and New KC shall issue shares of Western Resources
     Common Stock and New KC Series A Common Stock in accordance with
     Sections 1.6 and 2.4(a), respectively, of this Agreement.  KCPL shall
     give Western Resources and New KC (i) prompt notice of any written
     demands for appraisal, attempted withdrawals of such demands, and any
     other instruments served pursuant to applicable law received by KCPL
     relating to shareholders' rights of appraisal and (ii) the opportunity
     to direct all negotiations and proceedings with respect to demand for
     appraisal under the MGBCL.  KCPL shall not, except with the prior
     written consent of Western Resources and New KC, voluntarily make any
     payment with respect to any demands for appraisals of Dissenting Shares,
     offer to settle or settle any such demands or approve any withdrawal of
     any such demands.

          Section 2.5  Debt of New KC.  Immediately after the KCPL Effective
     Time but prior to the KGE Effective Time (as defined in Section 3.3),
     New KC shall cause KLT, Inc., a wholly owned subsidiary of New KC as a
     result of the KCPL Merger ("KLT"), to assume any indebtedness for
     borrowed money of New KC in excess of $800 million aggregate principal
     amount (including preferred stock).

          Section 2.6  Name of New KC.  Prior to the KCPL Effective Time,
     Western Resources and KCPL shall agree as to a new name for New KC and
     shall take all actions necessary to change its name.


                         ARTICLE III

             MERGER OF KGE WITH AND INTO NEW KC

          Section 3.1  The KGE Merger.  Upon the terms and subject to the
     conditions of this Agreement, at the KGE Effective Time, KGE shall be
     merged with and into New KC in accordance with the laws of the State of
     Kansas.  New KC shall be the surviving corporation in the KGE Merger and
     shall continue its corporate existence under the laws of the State of
     Kansas. New KC after the KGE Effective Time is sometimes referred to
     herein as the "Surviving Corporation." The effects and the consequences
     of the KGE Merger shall be as set forth in Section 3.2.

          Section 3.2  Effects of the KGE Merger.

          (a) New KC Articles and By-Laws.  At the KGE Effective Time,
     (i) the articles of incorporation of New KC, as in effect immediately
     prior to the KGE Effective Time, shall be the articles of incorporation
     of the Surviving Corporation, until thereafter amended as provided by
     law and the New KC Articles, and (ii) the by-laws of New KC as in effect
     immediately prior to the KGE Effective Time, shall be the by-laws of the
     Surviving Corporation, until thereafter amended as provided by law, the
     New KC Articles, and such by-laws. Subject to the foregoing, the
     additional effects of the KGE Merger shall be as provided in the
     applicable provisions of the KGCC.

          (b)  Dissenters' Rights.  Western Resources shall not exercise
     dissenters' rights under the KGCC with respect to the KGE Merger.

          Section 3.3  Effective Time of the KGE Merger.  On the Closing
     Date, a certificate of merger shall be executed and filed by New KC and
     KGE with the Secretary of State of the State of Kansas pursuant to the
     KGCC.  The KGE Merger shall become effective upon the certification by
     the Secretary of State of the State of Kansas that the certificate of
     merger relating to the KGE Merger has been duly filed (the "KGE
     Effective Time"), provided, that, the KGE Effective Time shall occur
     after the KCPL Effective Time.

          Section 3.4  Effect of the KGE Merger on KGE Capital Stock.  As of
     the KGE Effective Time, by virtue of the KGE Merger and without any
     action on the part of Western Resources all of the issued and
     outstanding shares of Common Stock, without par value, of KGE ("KGE
     Common Stock"), shall be converted into and become such number of shares
     of Series B Common Stock, without par value, of New KC ("New KC Series B
     Common Stock"), representing, assuming there are no Dissenting Shares,
     80.1% of the fully diluted outstanding shares of New KC.  Immediately
     after consummation of the KCPL Merger and the KGE Merger, assuming there
     are no Dissenting Shares, the outstanding shares of New KC Series A
     Common Stock to be issued pursuant to Section 2.4(a) shall constitute
     19.9% of the fully diluted outstanding shares of New KC.

          Section 3.5  Effect of the KGE Merger on Certain Western Resources
     Common Stock.  As of the KGE Effective Time, by virtue of the KGE Merger
     the Western Resources Common Stock contributed to KGE pursuant to
     Section 1.6 hereof shall become fully paid and nonassessable.


                         ARTICLE IV

                   ADDITIONAL TRANSACTIONS

          Section 4.1 Distribution of Western Resources Common Stock.
     Immediately after the KGE Effective Time, New KC shall, in connection
     with the KGE Merger, distribute to holders of New KC Series A Common
     Stock the Western Resources Common Stock contributed to KGE pursuant to
     the Stock Contribution to each holder of New KC Series A Common Stock
     (including any shares of Western Resources Common Stock issued pursuant
     to Section 2.4(d), the "Western Resources Stock Distribution").  Each
     share of New KC Series A Common Stock shall be entitled to receive a
     distribution of that number of shares of Western Resources Common Stock
     equal to the product of (a) the number of shares of Western Resources
     Common Stock contributed to KGE pursuant to the Stock Contribution times
     (b) a quotient, the numerator of which is 1 and the denominator of which
     is the total number of shares of New KC Series A Common Stock issued and
     outstanding immediately after the KCPL Effective Time.   The number of
     shares of New KC Series A Common Stock and the number of shares of
     Western Resources Common Stock, respectively, to be issued in the KCPL
     Merger to holders of KCPL Common Stock and distributed in the Western
     Resources Stock Distribution to holders (other than Western Resources)
     of New KC Series A Common Stock are together sometimes referred to
     herein as the "Aggregate Consideration." Notwithstanding the foregoing,
     no certificates or scrip representing fractional shares of Western
     Resources Common Stock shall be distributed pursuant to this
     Section 4.1.  A holder of New KC Series A Common Stock who would
     otherwise have been entitled to a fractional share of Western Resources
     Common Stock shall be entitled to receive a cash payment in lieu of such
     fractional share in an amount equal to the product of such fraction
     multiplied by the Western Resources Index Price, without any interest
     thereon.

          Section 4.2  Distribution of KLT Capital Stock to Western
     Resources.  Immediately after the KGE Effective Time, New KC shall
     distribute to Western Resources all of the outstanding shares of capital
     stock of KLT (the "KLT Stock Distribution").

          Section 4.3  Conversion of New KC Series B Common Stock Owned by
     Western Resources.  Immediately after the Western Resources Stock
     Distribution, without any action on the part of Western Resources, each
     share of New KC Series B Common Stock owned by Western Resources shall
     automatically represent one fully paid and nonassessable share of New KC
     Series A Common Stock (the "Series B Conversion").


                          ARTICLE V

                         THE CLOSING

       Section 5.1  Closing.  The closing of the transactions contemplated
     hereby (the "Closing") shall take place at the offices of Sullivan &
     Cromwell, 125 Broad Street, New York, New York 10004 at 10:00 A.M.,
     local time, on the tenth NYSE trading day immediately following the date
     on which the last of the conditions set forth in Article X hereof is
     fulfilled or has been waived or at such other time, date and place as
     Western Resources and KCPL shall mutually agree (the "Closing Date").


                         ARTICLE VI

           REPRESENTATIONS AND WARRANTIES OF KCPL

       KCPL makes the following representations and warranties to Western
     Resources, KGE and New KC:

       Section 6.1  Organization and Qualification.  KCPL and each of the
     KCPL Subsidiaries (as defined below) is a corporation or other entity
     duly organized, validly existing and in good standing under the laws of
     its jurisdiction of incorporation or organization, has all requisite
     power and authority, and has been duly authorized by all necessary
     approvals and orders to own, lease and operate its assets and properties
     to the extent owned, leased and operated and to carry on its business as
     it is now being conducted and is duly qualified and in good standing to
     do business in each jurisdiction in which the nature of its business or
     the ownership or leasing of its assets and properties makes such
     qualification necessary other than in such jurisdictions where the
     failure so to qualify would not have a KCPL Material Adverse Effect (as
     defined in Section 6.6).  As used in this Agreement, the term
     "Subsidiary" of a person shall mean any corporation or other entity
     (including partnerships and other business associations) of which at
     least a majority of the voting power represented by the outstanding
     capital stock or other voting securities or interests having voting
     power under ordinary circumstances to elect a majority of the directors
     or similar members of the governing body of such corporation or entity
     shall at the time be held, directly or indirectly, by such person.  The
     term "KCPL Subsidiary" shall mean a Subsidiary of KCPL in which KCPL's
     equity investment exceeds $25 million.

          Section 6.2  Subsidiaries.  Section 6.2 of the schedule delivered
     by KCPL to Western Resources on the date hereof (the "KCPL Disclosure
     Schedule") sets forth a list as of the date hereof of all the KCPL
     Subsidiaries.  Neither KCPL nor any of the KCPL Subsidiaries is a
     "holding company," a "subsidiary company" or an "affiliate" of any
     public utility company within the meaning of Section 2(a)(7), 2(a)(8) or
     2(a)(11) of the Public Utility Holding Company Act of 1935, as amended
     (the "1935 Act"), respectively, and none of the KCPL Subsidiaries is a
     "public utility company" within the meaning of Section 2(a)(5) of the
     1935 Act.  Except as set forth in Section 6.2 of the KCPL Disclosure
     Schedule all of the issued and outstanding shares of capital stock of
     each KCPL Subsidiary are validly issued, fully paid, nonassessable and
     free of preemptive rights, and are owned, directly or indirectly, by
     KCPL free and clear of any liens, claims, encumbrances, security
     interests, charges and options of any nature whatsoever and there are no
     outstanding subscriptions, options, calls, contracts, voting trusts,
     proxies or other commitments, understandings, restrictions,
     arrangements, rights or warrants, including any right of conversion or
     exchange under any outstanding security, instrument or other agreement,
     obligating any such KCPL Subsidiary to issue, deliver or sell, or cause
     to be issued, delivered or sold, additional shares of its capital stock
     or obligating it to grant, extend or enter into any such agreement or
     commitment.

          Section 6.3  Capitalization.  As of the date hereof, the
     authorized capital stock of KCPL consists of 150,000,000 shares of KCPL
     Common Stock, without par value, 401,157 shares of Cumulative Preferred
     Stock, par value $100.00 per share ("KCPL Cumulative Preferred"),
     1,572,000 shares of Cumulative No Par Preferred Stock, without par value
     ("KCPL No Par Preferred"), and 11,000,000 shares of Preference Stock,
     without par value ("KCPL Preference Stock") (KCPL Cumulative Preferred,
     KCPL No Par Preferred and KCPL Preference Stock hereinafter collectively
     referred to as the "KCPL Preferred Stock"). At the close of business on
     March 17, 1998, (i) 61,908,726 shares of KCPL Common Stock were issued,
     not more than 10,000,000 shares of KCPL Common Stock were reserved for
     issuance pursuant to KCPL's Long Term Incentive Plan and Employee
     Savings Plus Plan (401(k) Plan) and Dividend Reinvestment Plan (such
     Plans, collectively, the "KCPL Stock Plans"), (ii) 35,811 shares of KCPL
     Common Stock were held by KCPL in its treasury or by its wholly owned
     Subsidiaries, (iii) 399,557 shares of KCPL Cumulative Preferred were
     issued and of such issued shares, 8,934 were held by KCPL in its
     treasury or by its wholly owned Subsidiaries, (iv) 500,000 shares of
     KCPL No Par Preferred were outstanding and none were held by KCPL or its
     Subsidiaries in its treasury, (v) no shares of KCPL Preference Stock
     were outstanding, (vi) $150,000,000 of Company-Obligated Mandatorily
     Redeemable Preferred Securities of a subsidiary trust holding solely
     KCPL Subordinated Debentures, and (vii) no bonds, debentures, notes or
     other indebtedness having the right to vote (or convertible into
     securities having the right to vote) on any matters on which
     shareholders may vote ("Voting Debt"), were issued or outstanding.  All
     outstanding shares of KCPL Common Stock and KCPL Preferred Stock are
     validly issued, fully paid and nonassessable and are not subject to
     preemptive rights. As of the date hereof, except as set forth in
     Section 6.3 of the KCPL Disclosure Schedule or pursuant to this
     Agreement and the KCPL Stock Plans, there are no options, warrants,
     calls, rights, commitments or agreements of any character to which KCPL
     or any Subsidiary of KCPL is a party or by which any of them are bound
     obligating KCPL or any Subsidiary of KCPL to issue, deliver or sell, or
     cause to be issued, delivered or sold, additional shares of capital
     stock or any Voting Debt securities of KCPL or any Subsidiary of KCPL or
     obligating KCPL or any Subsidiary of KCPL to grant, extend or enter into
     any such option, warrant, call, right, commitment or agreement.  Except
     as set forth in Section 6.3 of the KCPL Disclosure Schedule, or other
     than in connection with the KCPL Stock Plans, after the KGE Effective
     Time, there will be no option, warrant, call, right, commitment or
     agreement obligating KCPL or any Subsidiary of KCPL to issue, deliver or
     sell, or cause to be issued, delivered or sold, any shares of capital
     stock or any Voting Debt of KCPL or any Subsidiary of KCPL or obligating
     KCPL or any Subsidiary of KCPL to grant, extend or enter into any such
     option, warrant, call, right, commitment or agreement.

          Section 6.4  Authority; Non-Contravention; Statutory
     Approvals; Compliance.

       (a)   Authority.  KCPL has all requisite power and authority to enter
     into this Agreement and, subject to the receipt of the applicable KCPL
     Shareholders' Approval (as defined in Section 6.13) and the applicable
     KCPL Required Statutory Approvals (as defined in Section 6.4(c)), to
     consummate the transactions contemplated hereby. The execution and
     delivery of this Agreement and the consummation by KCPL of the
     transactions contemplated hereby have been duly authorized by all
     necessary corporate action on the part of KCPL, subject to obtaining the
     applicable KCPL Shareholders' Approval. This Agreement has been duly and
     validly executed and delivered by KCPL and, assuming the due
     authorization, execution and delivery hereof by Western Resources and
     KGE, constitutes the valid and binding obligation of KCPL enforceable
     against it in accordance with the terms of this Agreement.

       (b)  Non-Contravention.  Except as set forth in Section 6.4(b) of the
     KCPL Disclosure Schedule, the execution and delivery of this Agreement
     by KCPL does not, and the consummation of the transactions contemplated
     hereby will not, in any respect, violate, conflict with or result in a
     material breach of any provision of, or constitute a material default
     (with or without notice or lapse of time or both) under, or result in
     the termination or modification of, or accelerate the performance
     required by, or result in a right of termination, cancellation or
     acceleration of any obligation or the loss of a material benefit under,
     or result in the creation of any material lien, security interest,
     charge or encumbrance upon any of the properties or assets of KCPL or
     any of the KCPL Subsidiaries (any such violation, conflict, breach,
     default, right of termination, modification, cancellation or
     acceleration, loss or creation, is referred to herein as a "Violation"
     with respect to KCPL and such term when used in Article VII having a
     correlative meaning with respect to Western Resources and KGE) pursuant
     to any provisions of (i) the Restated Articles of Consolidation, by-laws
     or similar governing documents of KCPL or any of the KCPL Subsidiaries,
     (ii) subject to obtaining the KCPL Required Statutory Approvals and the
     receipt of the KCPL Shareholders' Approval, any statute, law, ordinance,
     rule, regulation, judgment, decree, order, injunction, writ, permit or
     license of any Governmental Authority (as defined in Section 6.4(c))
     applicable to KCPL or any of the KCPL Subsidiaries or any of their
     respective properties or assets or (iii) subject to obtaining the
     third-party consents set forth in Section 6.4(b) of the KCPL Disclosure
     Schedule (the "KCPL Required Consents"), any material note, bond,
     mortgage, indenture, deed of trust, license, franchise, permit,
     concession, contract, lease or other instrument, obligation or agreement
     of any kind to which KCPL or any of the KCPL Subsidiaries is a party or
     by which it or any of its properties or assets may be bound or affected,
     except in the case of clause (ii) or (iii) for any such Violation which
     would not have a KCPL Material Adverse Effect.

       (c)  Statutory Approvals.  No declaration, filing or registration
     with, or notice to or authorization, consent or approval of, any court,
     federal, state, local or foreign governmental or regulatory body
     (including a stock exchange or other self-regulatory body) or authority
     (each, a "Governmental Authority") is necessary for the execution and
     delivery of this Agreement by KCPL or the consummation by KCPL of the
     transactions contemplated hereby except as described in Section 6.4(c)
     of the KCPL Disclosure Schedule or the failure of which to obtain would
     not result in a KCPL Material Adverse Effect (the "KCPL Required
     Statutory Approvals," it being understood that references in this
     Agreement to "obtaining" such KCPL Required Statutory Approvals shall
     mean making such declarations, filings or registrations; giving such
     notices; obtaining such authorizations, consents or approvals; and
     having such waiting periods expire as are necessary to avoid a violation
     of law).

       (d)  Compliance.  Except as set forth in Section 6.7, Section 6.10,
     or Section 6.11 of the KCPL Disclosure Schedule, or as disclosed in the
     KCPL SEC Reports (as defined in Section 6.5) filed prior to the date
     hereof, neither KCPL nor any of the KCPL Subsidiaries is in violation
     of, is, to the knowledge of KCPL, under investigation with respect to
     any violation of, or has been given notice or been charged with any
     violation of, any law, statute, order, rule, regulation, ordinance or
     judgment (including, without limitation, any applicable environmental
     law, ordinance or regulation) of any Governmental Authority, except for
     possible violations which individually or in the aggregate would not
     have a KCPL Material Adverse Effect. Except as set forth in
     Sections 6.7, 6.10 and 6.11 of the KCPL Disclosure Schedule or as
     disclosed in the KCPL SEC Reports filed prior to the date hereof, KCPL
     and the KCPL Subsidiaries have all permits, licenses, franchises and
     other governmental authorizations, consents and approvals necessary to
     conduct their businesses as presently conducted which are material to
     the operation of the businesses of KCPL and the KCPL Subsidiaries.
     Neither KCPL nor any of the KCPL Subsidiaries is in breach or violation
     of or in default in the performance or observance of any term or
     provision of, and no event has occurred which, with lapse of time or
     action by a third party, could result in a default by KCPL or any KCPL
     Subsidiary under (i) its articles of incorporation or by-laws or (ii)
     any contract, commitment, agreement, indenture, mortgage, loan
     agreement, note, lease, bond, license, approval or other instrument to
     which it is a party or by which KCPL or any KCPL Subsidiary is bound or
     to which any of its property is subject, except for possible violations,
     breaches or defaults which individually or in the aggregate would not
     have a KCPL Material Adverse Effect.

       Section 6.5  Reports and Financial Statements.  The filings required
     to be made by KCPL and the KCPL Subsidiaries since January 1, 1994 under
     the Securities Act of 1933, as amended (the "Securities Act"); the
     Securities Exchange Act of 1934, as amended (the "Exchange Act"); the
     1935 Act; the Federal Power Act (the "Power Act"); the Atomic Energy Act
     of 1954, as amended (the "Atomic Energy Act") and applicable state
     public utility laws and regulations have been filed with the Securities
     and Exchange Commission (the "SEC"), the Federal Energy Regulatory
     Commission (the "FERC"), the Nuclear Regulatory Commission ("NRC") or
     the appropriate state public utilities commission, as the case may be,
     including all forms, statements, reports, agreements (oral or written)
     and all documents, exhibits, amendments and supplements appertaining
     thereto, and complied, as of their respective dates, in all material
     respects with all applicable requirements of the appropriate statutes
     and the rules and regulations thereunder, except for such filings the
     failure of which to have been made or to so comply would not result in a
     KCPL Material Adverse Effect. "KCPL SEC Reports" shall mean each report,
     schedule, registration statement and definitive proxy statement filed
     with the SEC by KCPL pursuant to the requirements of the Securities Act
     or Exchange Act since January 1, 1994 (as such documents have since the
     time of their filing been amended).  As of their respective dates, the
     KCPL SEC Reports did not contain any untrue statement of a material fact
     or omit to state a material fact required to be stated therein or
     necessary to make the statements therein, in light of the circumstances
     under which they were made, not misleading. The audited consolidated
     financial statements and unaudited interim financial statements of KCPL
     included in the KCPL SEC Reports (collectively, the "KCPL Financial
     Statements") have been prepared in accordance with generally accepted
     accounting principles applied on a consistent basis ("GAAP") (except as
     may be indicated therein or in the notes thereto and except with respect
     to unaudited statements as permitted by Form 10-Q of the SEC) and fairly
     present the financial position of KCPL as of the dates thereof and the
     results of its operations and cash flows for the periods then ended,
     subject, in the case of the unaudited interim financial statements, to
     normal, recurring audit adjustments. True, accurate and complete copies
     of the Restated Articles of Consolidation and by-laws of KCPL, as in
     effect on the date hereof, are included (or incorporated by reference)
     in the KCPL SEC Reports.

       Section 6.6  Absence of Certain Changes or Events.  Except as
     disclosed in Section 6.6 of the KCPL Disclosure Schedule and in the KCPL
     SEC Reports filed prior to the date hereof, since December 31, 1996,
     KCPL and each of the KCPL Subsidiaries have conducted their business
     only in the ordinary course of business consistent with past practice
     (except that the operations of KLT and KCPL's marketing business have
     been conducted in the ordinary course of business consistent with the
     KCPL Business Plan (as defined in Section 8.1)) and there has not been
     any KCPL Material Adverse Effect.  For purposes of this Agreement, a
     "KCPL Material Adverse Effect" shall mean the existence of any fact or
     condition which has or is reasonably likely to have a material adverse
     effect on the business, assets, financial condition, results of
     operations or prospects of KCPL and the KCPL Subsidiaries taken as a
     whole.

       Section 6.7  Litigation.  Except as disclosed in the KCPL SEC Reports
     filed prior to the date hereof or as set forth in Sections 6.7, 6.9,
     6.10 or 6.11 of the KCPL Disclosure Schedule, (a) there are no claims,
     suits, actions or proceedings by any court, governmental department,
     commission, agency, instrumentality or authority or any arbitrator,
     pending or, to the knowledge of KCPL, threatened, nor are there, to the
     knowledge of KCPL, any investigations or reviews by any court,
     governmental department, commission, agency, instrumentality or
     authority or any arbitrator pending or threatened against, relating to
     or affecting KCPL or any of the KCPL Subsidiaries which would have a
     KCPL Material Adverse Effect, (b) there have not been any significant
     developments since December 31, 1996 with respect to such disclosed
     claims, suits, actions, proceedings, investigations or reviews that
     would have a KCPL Material Adverse Effect and (c) there are no
     judgments, decrees, injunctions, rules or orders of any court,
     governmental department, commission, agency, instrumentality or
     authority or any arbitrator applicable to KCPL or any of the KCPL
     Subsidiaries, except for such that would not have a KCPL Material
     Adverse Effect.

       Section 6.8  Registration Statement and Proxy Statement.  None of the
     information supplied or to be supplied by or on behalf of KCPL for
     inclusion or incorporation by reference in (a) the registration
     statement on Form S-4 or any post-effective amendment to a registration
     statement on Form S-4 to be filed with the SEC by Western Resources and
     New KC in connection with the issuance of shares of Western Resources
     Common Stock and New KC Common Stock (as defined in Section 7.3)
     pursuant to the transactions contemplated hereby (the "Registration
     Statement") will, at the time the Registration Statement is filed with
     the SEC and at the time it becomes effective under the Securities Act,
     contain any untrue statement of a material fact or omit to state any
     material fact required to be stated therein or necessary to make the
     statements therein not misleading and (b) the joint proxy statement, in
     definitive form, relating to the meetings of KCPL and Western Resources
     shareholders to be held in connection with the KCPL Merger and KGE
     Merger and the transactions related thereto (the "Proxy Statement")
     will, at the dates mailed to shareholders and at the times of the
     meetings of shareholders to be held in connection with the KCPL Merger
     and KGE Merger, contain any untrue statement of a material fact or omit
     to state any material fact required to be stated therein or necessary in
     order to make the statements therein, in light of the circumstances
     under which they are made, not misleading. The Registration Statement
     and the Proxy Statement will comply as to form in all material respects
     with the provisions of the Securities Act and the Exchange Act and the
     rules and regulations thereunder.

          Section 6.9  Tax Matters.  "Taxes," as used in this Agreement,
     means any federal, state, county, local or foreign taxes, charges, fees,
     levies or other assessments, including all net income, gross income,
     sales and use, ad valorem, transfer, gains, profits, excise, franchise,
     real and personal property, gross receipt, capital stock, production,
     business and occupation, disability, employment, payroll, license,
     estimated, stamp, custom duties, severance or withholding taxes or
     charges imposed by any governmental entity, and includes any interest
     and penalties (civil or criminal) on or additions to any such taxes.
     "Tax Return," as used in this Agreement, means a report, return or other
     information required to be supplied to a governmental entity with
     respect to Taxes including, where permitted or required, combined or
     consolidated returns for any group of entities that includes KCPL or any
     KCPL Subsidiary or Western Resources, KGE or any Western Resources
     Subsidiary, as the case may be.

          Except as set forth in Section 6.9 of the KCPL Disclosure Schedule
     and except as would not result in a KCPL Material Adverse Effect:

       (a)  Filing of Timely Tax Returns.  KCPL and each of the KCPL
     Subsidiaries have filed (or there has been filed on its behalf) all Tax
     Returns required to be filed by each of them under applicable law. All
     such Tax Returns were and are in all material respects true, complete
     and correct and filed on a timely basis.

       (b)  Payment of Taxes.  KCPL and each of the KCPL Subsidiaries have,
     within the time and in the manner prescribed by law, paid all Taxes that
     are currently due and payable, except for those contested in good faith
     and for which adequate reserves have been taken.

       (c)  Tax Reserves.  KCPL and each of the KCPL Subsidiaries have
     established on their books and records reserves adequate to pay all
     Taxes and reserves for deferred income taxes in accordance with GAAP.

       (d)  Tax Liens.  There are no Tax liens upon the assets of KCPL or
     any of the KCPL Subsidiaries except liens for Taxes not yet due.

       (e)  Withholding Taxes.  KCPL and each of the KCPL Subsidiaries have
     complied in all material respects with the provisions of the Code
     relating to the withholding of Taxes, as well as similar provisions
     under any other laws, and have, within the time and in the manner
     prescribed by law, withheld and paid over to the proper governmental
     authorities all amounts required.

       (f)  Audit, Administrative and Court Proceedings.  No audits or
     other administrative proceedings or court proceedings are presently
     pending with regard to any Taxes or Tax Returns of KCPL or any of the
     KCPL Subsidiaries.

       (g)  Tax Rulings.  Neither KCPL nor any of the KCPL Subsidiaries has
     received a Tax Ruling (as defined below) or entered into a Closing
     Agreement (as defined below) with any taxing authority. "Tax Ruling," as
     used in this Agreement, shall mean a written ruling of a taxing
     authority relating to Taxes. "Closing Agreement," as used in this
     Agreement, shall mean a written and legally binding agreement with a
     taxing authority relating to Taxes.

       (h)  Tax Sharing Agreements.  Except as between affiliates of KCPL
     as set forth in Sections 6.1 and 6.2 of the KCPL Disclosure Schedule,
     neither KCPL nor any KCPL Subsidiary is a party to any agreement
     relating to allocating or sharing of Taxes.

       (i)  Code Section 280G.  Except for the KCPL Benefit Plans, neither
     KCPL, nor any of the KCPL Subsidiaries is a party to any agreement,
     contract or arrangement that could result in the payment of any "excess
     parachute payments" within the meaning of Section 280G of the Code or
     any amount that would be non-deductible pursuant to Section 162(m) of
     the Code.

       (j)  Liability For Others.  Neither KCPL nor any of the KCPL
     Subsidiaries has any liability for Taxes of any person other than KCPL
     and the KCPL Subsidiaries (i) under Treasury Regulations
     Section 1.1502-6 (or any similar provision of state, local or foreign
     law), (ii) by contract, or (iii) otherwise.

       (k)  Section 341(f).  Neither KCPL nor any of the KCPL Subsidiaries
     has, with regard to any assets or property held or acquired by any of
     them, filed a consent to the application of Section 341(f)(2) of the
     Code, or agreed to have Section 341(f)(2) of the Code apply to any
     disposition of a subsection (f) asset (as such term is defined in
     Section 341(f)(4) of the Code) owned by KCPL or any of the KCPL
     Subsidiaries.

          Section 6.10  Employee Matters; ERISA.  Except as set forth in
     Section 6.10 of the KCPL Disclosure Schedule:

          (a)  Benefit Plans.  As of the date hereof, Section 6.10(a) of
     the KCPL Disclosure Schedule contains a true and complete list of each
     written or oral material employee benefit plan, policy or agreement
     covering employees, former employees or directors of KCPL and each of
     the KCPL Subsidiaries or their beneficiaries, or providing benefits to
     such persons in respect of services provided to any such entity,
     including, but not limited to, any employee benefit plans within the
     meaning of Section 3(3) of the Employee Retirement Income Security Act
     of 1974, as amended ("ERISA") and any severance or change in control
     agreement (collectively, the "KCPL Benefit Plans").  Since January 1,
     1996, there have been no new plans adopted nor changes, additions or
     modification to any existing plan.

          (b)  Contributions.  All material contributions and other
     payments required to be made by KCPL or any of the KCPL Subsidiaries to
     any KCPL Benefit Plan (or to any person pursuant to the terms thereof)
     have been made or the amount of such payment or contribution obligation
     has been reflected in the KCPL Financial Statements.

          (c)  Qualification; Compliance.  Each of the KCPL Benefit Plans
     intended to be "qualified" within the meaning of Section 401(a) of the
     Code has been determined by the Internal Revenue Service (the "IRS") to
     be so qualified, and, to the knowledge of KCPL, no circumstances exist
     that are reasonably expected by KCPL to result in the revocation of any
     such determination. KCPL is in compliance in all material respects with,
     and each of the KCPL Benefit Plans is and has been operated in all
     material respects in compliance with, all applicable laws, rules and
     regulations governing such plan, including, without limitation, ERISA
     and the Code. Each KCPL Benefit Plan intended to provide for the
     deferral of income, the reduction of salary or other compensation, or to
     afford other income tax benefits, complies with the requirements of the
     applicable provisions of the Code or other laws, rules and regulations
     required to provide such income tax benefits. No prohibited transactions
     (as defined in Section 406 or 407 of ERISA or Section 4975 of the Code)
     have occurred for which a statutory exemption is not available with
     respect to any KCPL Benefit Plan, and which could give rise to liability
     on the part of KCPL, any KCPL Benefit Plan, or any fiduciary, party in
     interest or disqualified person with respect thereto that would be
     material to KCPL or would be material to KCPL if it were KCPL's
     liability.

          (d)  Liabilities.  With respect to the KCPL Benefit Plans,
     individually and in the aggregate, no event has occurred, and, to the
     knowledge of KCPL, there does not now exist any condition or set of
     circumstances, that could subject KCPL or any of the KCPL Subsidiaries
     to any material liability arising under the Code, ERISA or any other
     applicable law (including, without limitation, any liability to any such
     plan or the Pension Benefit Guaranty Corporation (the "PBGC")), or under
     any indemnity agreement to which KCPL or any of the KCPL Subsidiaries is
     a party, excluding liability for benefit claims and funding obligations
     payable in the ordinary course.

          (e)  Welfare Plans.  None of the KCPL Benefit Plans that are
     "welfare plans," within the meaning of Section 3(1) of ERISA, provide
     for any benefits with respect to current or former employees for periods
     extending beyond their retirement or other termination of service, other
     than continuation coverage required to be provided under Section 4980B
     of the Code or Part 6 of Title I of ERISA.

          (f)  Payments Resulting from the KCPL Merger or KGE Merger.  The
     consummation or announcement of any transaction contemplated by this
     Agreement will not (either alone or upon the occurrence of any
     additional or further acts or events, including, without limitation, the
     termination of employment of any officers, directors, employees or
     agents of KCPL or any of the KCPL Subsidiaries) result in any (i)
     payment (whether of severance pay or otherwise) becoming due from KCPL
     or any of the KCPL Subsidiaries to any officer, employee, former
     employee or director thereof or to the trustee under any "rabbi trust"
     or similar arrangement, or (ii) benefit under any KCPL Benefit Plan
     becoming accelerated, vested or payable.

          (g)  Labor Agreements.  As of the date hereof, neither KCPL nor
     any of the KCPL Subsidiaries is a party to any collective bargaining
     agreement or other labor agreement with any union or labor organization.
     To the knowledge of KCPL, as of the date hereof, there is no current
     union representation question involving employees of KCPL or any of the
     KCPL Subsidiaries, nor does KCPL know of any activity or proceeding of
     any labor organization (or representative thereof) or employee group to
     organize any such employees. Except as disclosed in the KCPL SEC Reports
     filed prior to the date hereof or except to the extent such would not
     have a KCPL Material Adverse Effect, (i) there is no unfair labor
     practice, employment discrimination or other material complaint against
     KCPL, or any of the KCPL Subsidiaries pending, or to the knowledge of
     KCPL, threatened, (ii) there is no strike, lockout or material dispute,
     slowdown or work stoppage pending or, to the knowledge of KCPL,
     threatened against or involving KCPL, and (iii) there is no proceeding,
     claim, suit, action or governmental investigation pending or, to the
     knowledge of KCPL, threatened in respect of which any director, officer,
     employee or agent of KCPL or any of the KCPL Subsidiaries is or may be
     entitled to claim indemnification from KCPL, or such KCPL Subsidiary
     pursuant to their respective articles of incorporation or by-laws or as
     provided in any indemnification agreements between such persons and KCPL
     or any KCPL Subsidiary.

          Section 6.11  Environmental Protection.

          (a)  Except as set forth in Section 6.11 of the KCPL Disclosure
     Schedule or in the KCPL SEC Reports filed prior to the date hereof:

       (i)  Compliance.  KCPL and each of the KCPL Subsidiaries are in
     compliance with all applicable Environmental Laws (as defined in
     Section 6.11(b)(ii)) and neither KCPL nor any of the KCPL Subsidiaries
     has received any communication (written or oral), from any person or
     Governmental Authority that alleges that KCPL or any of the KCPL
     Subsidiaries is not in such compliance with applicable Environmental
     Laws except in each foregoing case where the failure to so comply would
     not have a KCPL Material Adverse Effect.  To the knowledge of KCPL,
     compliance with all applicable Environmental Laws, will not require KCPL
     or any KCPL Subsidiary to incur costs that will be reasonably likely to
     result in a KCPL Material Adverse Effect.

       (ii) Environmental Permits.  KCPL and each of the KCPL Subsidiaries
     has obtained or has applied for all environmental, health and safety
     permits and governmental authorizations (collectively, the
     "Environmental Permits") necessary for the construction of their
     facilities or the conduct of their operations except where the failure
     to so obtain would not have a KCPL Material Adverse Effect, and all such
     Environmental Permits are in good standing or, where applicable, a
     renewal application has been timely filed and is pending agency
     approval, and KCPL and each of the KCPL Subsidiaries is in material
     compliance with all terms and conditions of the Environmental Permits.

       (iii)   Environmental Claims.  There is no Environmental Claim (as
     defined in Section 6.11(b)(i)) which would have a KCPL Material Adverse
     Effect pending (A) against KCPL or any of the KCPL Subsidiaries, (B) to
     the knowledge of KCPL, against any person or entity whose liability for
     any Environmental Claim KCPL or any of the KCPL Subsidiaries has or may
     have retained or assumed either contractually or by operation of law, or
     (C) against any real or personal property or operations which KCPL or
     any of the KCPL Subsidiaries owns, leases or manages, in whole or in
     part.

       (iv) Releases.  KCPL has no knowledge of any Releases (as defined in
     Section 6.11(b)(iv)) of any Hazardous Material (as defined in
     Section 6.11(b)(iii)) that would be reasonably likely to form the basis
     of any Environmental Claim against KCPL or any of the KCPL Subsidiaries
     or against any person or entity whose liability for any Environmental
     Claim KCPL or any of the KCPL Subsidiaries has or may have retained or
     assumed either contractually or by operation of law except for any
     Environmental Claim which would not have a KCPL Material Adverse Effect.

       (v)  Predecessors.  KCPL has no knowledge, with respect to any
     predecessor of KCPL or any of the KCPL Subsidiaries of any Environmental
     Claim which would have a KCPL Material Adverse Effect pending or
     threatened, or of any Release of Hazardous Materials that would be
     reasonably likely to form the basis of any Environmental Claim which
     would have a KCPL Material Adverse Effect.

          (b)  Definitions.  As used in this Agreement:

       (i)  "Environmental Claim" means any and all administrative,
     regulatory or judicial actions, suits, demands, demand letters,
     directives, claims, liens, investigations, proceedings or notices of
     noncompliance or violation (written or oral) by any person or entity
     (including any Governmental Authority) alleging potential liability
     (including, without limitation, potential responsibility for or
     liability for enforcement, investigatory costs, cleanup costs,
     governmental response costs, removal costs, remedial costs, natural
     resources damages, property damages, personal injuries or penalties)
     arising out of, based on or resulting from (A) the presence, Release or
     threatened Release into the environment of any Hazardous Materials at
     any location, whether or not owned, operated, leased or managed by KCPL
     or any of the KCPL Subsidiaries (for purposes of this Section 6.11) or
     by Western Resources, KGE or any of the Western Resources Subsidiaries
     (for purposes of Section 7.11); or (B) circumstances forming the basis
     of any violation or alleged violation of any Environmental Law or (C)
     any and all claims by any third party seeking damages, contribution,
     indemnification, cost recovery, compensation or injunctive relief
     resulting from the presence or Release of any Hazardous Materials.

       (ii)  "Environmental Laws" means all federal, state and local laws,
     rules and regulations relating to pollution, the environment (including,
     without limitation, ambient air, surface water, groundwater, land
     surface or subsurface strata) or protection of human health as it
     relates to the environment including, without limitation, laws and
     regulations relating to Releases or threatened Releases of Hazardous
     Materials, or otherwise relating to the manufacture, processing,
     distribution, use, treatment, storage, disposal, transport or handling
     of Hazardous Materials.

       (iii)  "Hazardous Materials" means (A) any petroleum or petroleum
     products, radioactive materials, asbestos in any form that is or could
     become friable, urea formaldehyde foam insulation and transformers or
     other equipment that contain dielectric fluid containing polychlorinated
     biphenyls ("PCBs"); (B) any chemicals, materials or substances which are
     now defined as or included in the definition of "hazardous substances,"
     "hazardous wastes," "hazardous materials," "extremely hazardous wastes,"
     "restricted hazardous wastes," "toxic substances," "toxic pollutants,"
     or words of similar import under any Environmental Law and (C) any other
     chemical, material, substance or waste, exposure to which is now
     prohibited, limited or regulated under any Environmental Law in a
     jurisdiction in which KCPL or any of the KCPL Subsidiaries operates (for
     purposes of this Section 6.11) or in which Western Resources, KGE or any
     of the Western Resources Subsidiaries operates (for purposes of
     Section 7.11).

       (iv)  "Release" means any release, spill, emission, leaking,
     injection, deposit, disposal, discharge, dispersal, leaching or
     migration into the atmosphere, soil, surface water, groundwater or
     property.

          Section 6.12  Regulation as a Utility.  KCPL is regulated as a
     public utility in the States of Kansas and Missouri and in no other
     state. Except as set forth in Section 6.12 of the KCPL Disclosure
     Schedule, neither KCPL nor any "subsidiary company" or "affiliate" (as
     each such term is defined in the 1935 Act) of KCPL is subject to
     regulation as a public utility or public service company (or similar
     designation) by any other state in the United States or any foreign
     country.

          Section 6.13  Vote Required.  Provided that the KCPL Preferred
     Stock has been redeemed pursuant to Section 2.4(c), the affirmative vote
     of two-thirds of the shares of KCPL Common Stock outstanding on the
     record date for the meeting at which such vote is taken is the only vote
     of the holders of any class or series of the capital stock of KCPL or
     any of its Subsidiaries that is required to approve this Agreement, the
     KCPL Merger, and (except for the KGE Merger, the Asset Contribution and
     the Stock Contribution) the other transactions contemplated hereby
     ("KCPL Shareholders' Approval").

          Section 6.14  Article Twelfth of KCPL's Restated Articles of
     Consolidation.  The provisions of Article Twelfth of KCPL's Restated
     Articles of Consolidation will not, prior to the termination of this
     Agreement, assuming the accuracy of the representation contained in
     Section 7.17 (without giving effect to the knowledge qualification
     thereof), apply to this Agreement, the Asset Contribution, the Stock
     Contribution, the KCPL Merger, the KGE Merger or to the other
     transactions contemplated hereby.

          Section 6.15  Opinion of Financial Advisor. KCPL has received the
     opinion of Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill
     Lynch"), dated as of the date hereof, to the effect that, as of the date
     thereof, the consideration to be received by the holders of KCPL Common
     Stock (other than Western Resources and its Affiliates (as defined in
     Section 6.17)) in the KCPL Merger and the Western Resources Stock
     Distribution, taken as a whole, is fair to such holders from a financial
     point of view to the holders of KCPL Common Stock.

          Section 6.16  Insurance.  KCPL and each of the KCPL Subsidiaries
     is, and has been continuously since January 1, 1994, insured with
     financially responsible insurers in such amounts and against such risks
     and losses as are customary in all material respects for companies
     conducting the business as conducted by KCPL and the KCPL Subsidiaries
     during such time period.  Except as set forth in Section 6.16 of the
     KCPL Disclosure Schedule, neither KCPL nor any of the KCPL Subsidiaries
     has received any notice of cancellation or termination with respect to
     any material insurance policy of KCPL or any of the KCPL Subsidiaries.
     The insurance policies of KCPL and each of the KCPL Subsidiaries are
     valid and enforceable policies in all material respects.

          Section 6.17  KCPL not a Related Person.  As of the date hereof,
     none of KCPL or, to KCPL's reasonable knowledge, any of its Affiliates
     (as defined below), is an "Interested Shareholder" as such term is
     defined in Article XI of the Restated Articles of Incorporation of
     Western Resources (the "Western Resources Articles").  As used in this
     Agreement, the term "Affiliate," except where otherwise defined herein,
     shall mean, as to any person, any other person which directly or
     indirectly controls, or is under common control with, or is controlled
     by, such person. As used in this definition, "Control" (including, with
     its correlative meanings, "Controlled By" and "Under Common Control
     With") shall mean possession, directly or indirectly, of power to direct
     or cause the direction of management or policies (whether through
     ownership of securities or partnership or other ownership interests, by
     contract or otherwise).

          Section 6.18  Takeover Statutes.  No "fair price," "moratorium,"
     "control share acquisition" or other similar anti-takeover statute or
     regulation (including Sections 351.407 and 351.459 of the MGBCL or
     Article Twelfth of KCPL's Restated Articles of Consolidation) is, or at
     the KCPL Effective Time or the KGE Effective Time will be, applicable to
     KCPL, Western Resources, KGE, New KC, the KCPL Common Stock, the Asset
     Contribution, the Stock Contribution, the KCPL Merger, the KGE Merger or
     the other transactions contemplated by this Agreement.

          Section 6.19  Termination of UtiliCorp Agreement.  KCPL (i) has
     taken all corporate action necessary to terminate the UtiliCorp
     Agreement pursuant to the provisions of Section 9.1(d) thereof and
     except for provisions which survived the termination thereof, including
     the payment of any fees due to UtiliCorp thereunder, (ii) has no further
     obligation under the UtiliCorp Agreement or any other agreements
     executed in connection with any proposed transaction involving KCPL and
     UtiliCorp, other than continuing obligations under the Confidentiality
     Agreement, dated as of November 28, 1995 (the "UtiliCorp Confidentiality
     Agreement"), between KCPL and UtiliCorp. The aggregate amount of all
     fees and expenses paid or payable by KCPL to UtiliCorp as a result of
     such termination, whether pursuant to Section 9.2 of the UtiliCorp
     Agreement or otherwise, shall not exceed $58 million. At all times KCPL
     has fully complied in all respects with each of its obligations under
     the UtiliCorp Agreement, including without limitation Sections 7.11 and
     9.1 thereof.  Until the KGE Effective Time, Western Resources shall not
     be bound by or subject to, in any respect, directly or indirectly, any
     agreement between KCPL and UtiliCorp, including without limitation the
     UtiliCorp Agreement and the UtiliCorp Confidentiality Agreement.


                         ARTICLE VII

              REPRESENTATIONS AND WARRANTIES OF
               WESTERN RESOURCES, KGE AND NEW KC

          Each of Western Resources, KGE and New KC makes the following
     representations and warranties to KCPL:

          Section 7.1  Organization and Qualification.  Each of Western
     Resources, KGE and New KC and each of the Western Resources Subsidiaries
     (as defined below) is a corporation or other entity duly organized,
     validly existing and in good standing under the laws of its jurisdiction
     of incorporation or organization, and except for New KC which has not
     engaged in any business or activity other than as contemplated by this
     Agreement to effect the transactions contemplated hereby, each has all
     requisite power and authority, and has been duly authorized by all
     necessary approvals and orders to own, lease and operate its assets and
     properties to the extent owned, leased and operated and to carry on its
     business as it is now being conducted and is duly qualified and in good
     standing to do business in each jurisdiction in which the nature of its
     business or the ownership or leasing of its assets and properties makes
     such qualification necessary other than in such jurisdictions where the
     failure so to qualify would not have a Western Resources Material
     Adverse Effect (as defined in Section 7.6). As used in this Agreement,
     the term "Western Resources Subsidiary" shall mean a Subsidiary of
     Western Resources in which Western Resources' equity investment exceeds
     $25 million.

          Section 7.2  Subsidiaries.  Section 7.2 of the schedule delivered
     by Western Resources to KCPL on the date hereof (the "Western Resources
     Disclosure Schedule") sets forth a list as of the date hereof of all the
     Western Resources Subsidiaries. KGE is a Western Resources Subsidiary.
     Except as set forth in Section 7.2 of the Western Resources Disclosure
     Schedule, all of the issued and outstanding shares of capital stock of
     each Western Resources Subsidiary and New KC are validly issued, fully
     paid, nonassessable and free of preemptive rights, and are owned,
     directly or indirectly, by Western Resources free and clear of any
     liens, claims, encumbrances, security interests, charges and options of
     any nature whatsoever, and there are no outstanding subscriptions,
     options, calls, contracts, voting trusts, proxies or other commitments,
     understandings, restrictions, arrangements, rights or warrants,
     including any right of conversion or exchange under any outstanding
     security, instrument or other agreement, obligating any such Western
     Resources Subsidiary to issue, deliver or sell, or cause to be issued,
     delivered or sold, additional shares of its capital stock or obligating
     it to grant, extend or enter into any such agreement or commitment.

          Section 7.3  Capitalization.  As of the date hereof, the
     authorized capital stock of Western Resources consists of (i) 85,000,000
     shares of Western Resources Common Stock, par value $5.00 per share,
     (ii) 600,000 shares of Preferred Stock par value $100.00 per share (the
     "Western Resources $100 Preferred" and 6,000,000 shares of Preferred
     Stock without par value (the "Western Resources No-Par Preferred"), and
     (iii) 4,000,000 shares of Preference Stock, without par value (the
     "Western Resources Preference Stock" and, together with the Western
     Resources $100 Preferred and the Western Resources No-Par Preferred, the
     "Western Resources Preferred Stock"). At the close of business on
     March 17, 1998, (i) 64,773,828 shares of Western Resources Common Stock
     were issued and outstanding, (ii) no shares of Western Resources Common
     Stock were held by Western Resources in its treasury or by its wholly
     owned Subsidiaries, (iii) 138,576 shares of 4 1/2% Series Preferred
     Stock, par value $100 per share (the "4 1/2% Western Resources $100
     Preferred"), 60,000 shares of 4 1/4% Series Preferred Stock, par value
     $100 per share (the "4 1/4% Western Resources $100 Preferred"), 50,000
     shares of 5% Series Preferred Stock, par value $100 per share (the "5%
     Western Resources $100 Preferred"), and no shares of Western Resources
     No-Par Preferred Stock were issued and outstanding, and of such issued
     shares, none were held by Western Resources in its treasury or by its
     wholly owned Subsidiaries, (iv) 500,000 shares of 7.58% Series
     Preference Stock  were issued and outstanding, and of such issued
     shares, none were held by Western Resources in its treasury or by its
     wholly owned Subsidiaries, (v) $220,000,000 of Company-Obligated
     Manditorily Redeemable Preferred Securities of a subsidiary trust
     holding solely Western Resources Subordinated Debentures and (vi) no
     Voting Debt was issued or outstanding.  As of the date hereof, the
     authorized capital stock of KGE consists of 1,000 shares of KGE Common
     Stock.  As of the date hereof, 1,000 shares of KGE Common Stock were
     issued or outstanding, all of which were owned by Western Resources. As
     of the date hereof, the authorized capital stock of New KC consists of
     500,000,000 shares of New KC Series A Common Stock, 300,000,000 shares
     of New KC Series B Common Stock, in each case without par value
     (collectively, the "New KC Common Stock"), and 50,000,000 shares of
     Preferred Stock, without par value.  As of the date hereof and
     immediately prior to the KCPL Effective Time, 100 shares of New KC
     Series A Common Stock were issued and outstanding, all of which were
     owned by Western Resources.  All outstanding shares of Western Resources
     Common Stock, New KC Common Stock, Western Resources Preferred Stock and
     KGE Common Stock are validly issued, fully paid and nonassessable and
     are not subject to preemptive rights and at the Closing, upon
     consummation of the KGE Merger and the KCPL Merger, all outstanding
     shares of New KC Common Stock and the Western Resources Common Stock to
     be included in the Western Resources Stock Distribution will be validly
     issued, fully paid and nonassessable and not subject to any preemptive
     rights.  As of the date hereof, except as disclosed in the Western
     Resources SEC Reports filed prior to the date hereof or as set forth in
     Section 7.3 of the Western Resources Disclosure Schedule or pursuant to
     this Agreement and the Western Resources Benefit Plans, there are no
     options, warrants, calls, rights, commitments or agreements of any
     character to which Western Resources, KGE, New KC or any Subsidiary of
     Western Resources or KGE is a party or by which any of them are bound
     obligating Western Resources, KGE, New KC or any Subsidiary of Western
     Resources or KGE to issue, deliver or sell, or cause to be issued,
     delivered or sold, additional shares of capital stock or any Voting Debt
     securities of Western Resources, KGE, New KC or any Subsidiary of
     Western Resources or KGE or obligating Western Resources, KGE, New KC or
     any Subsidiary of Western Resources or KGE to grant, extend or enter
     into any such option, warrant, call, right, commitment or agreement.

          Section 7.4  Authority; Non-Contravention; Statutory Approvals;
     Compliance.

          (a)  Authority.  Each of Western Resources, New KC and KGE has
     all requisite power and authority to enter into this Agreement and,
     subject to the receipt of the applicable Western Resources Shareholders'
     Approval (as defined in Section 7.13) and the applicable Western
     Resources Required Statutory Approvals (as defined in Section 7.4(c)),
     to consummate the transactions contemplated hereby. The execution and
     delivery of this Agreement and the consummation by Western Resources,
     New KC and KGE of the transactions contemplated hereby have been duly
     authorized by all necessary corporate action on the part of Western
     Resources, KGE and New KC, subject to obtaining the applicable Western
     Resources Shareholders' Approval. This Agreement has been duly and
     validly executed and delivered by Western Resources, New KC and KGE and,
     assuming the due authorization, execution and delivery hereof by KCPL,
     constitutes the valid and binding obligation of Western Resources, New
     KC and KGE enforceable against each of them in accordance with the terms
     of this Agreement.

          (b)  Non-Contravention.  Except as set forth in Section 7.4(b) of
     the Western Resources Disclosure Schedule, the execution and delivery of
     this Agreement by Western Resources, KGE and New KC do not, and the
     consummation of the transactions contemplated hereby will not, result in
     a Violation with respect to Western Resources, New KC, KGE or any of the
     Western Resources Subsidiaries pursuant to any provisions of (i) the
     certificate of incorporation, by-laws or similar governing documents of
     Western Resources, New KC, KGE or any of the Western Resources
     Subsidiaries, (ii) subject to obtaining the Western Resources Required
     Statutory Approvals and the receipt of the Western Resources
     Shareholders' Approval, any statute, law, ordinance, rule, regulation,
     judgment, decree, order, injunction, writ, permit or license of any
     Governmental Authority applicable to Western Resources, New KC, KGE or
     any of the Western Resources Subsidiaries or any of their respective
     properties or assets or (iii) subject to obtaining the third-party
     consents set forth in Section 7.4(b) of the Western Resources Disclosure
     Schedule (the "Western Resources Required Consents"), any material note,
     bond, mortgage, indenture, deed of trust, license, franchise, permit,
     concession, contract, lease or other instrument, obligation or agreement
     of any kind to which Western Resources, KGE, New KC  or any of the
     Western Resources Subsidiaries is a party or by which it or any of its
     properties or assets may be bound or affected, except in the case of
     clause (ii) or (iii) for any such Violation which would not have a
     Western Resources Material Adverse Effect.

          (c)  Statutory Approvals.  No declaration, filing or registration
     with, or notice to or authorization, consent or approval of, any
     Governmental Authority is necessary for the execution and delivery of
     this Agreement by Western Resources, New KC, KGE or the consummation by
     Western Resources, KGE and New KC of the transactions contemplated
     hereby except as described in Section 7.4(c) of the Western Resources
     Disclosure Schedule or the failure of which to obtain would not result
     in a Western Resources Material Adverse Effect (the "Western Resources
     Required Statutory Approvals," it being understood that references in
     this Agreement to "obtaining" such Western Resources Required Statutory
     Approvals shall mean making such declarations, filings or registrations;
     giving such notices; obtaining such authorizations, consents or
     approvals; and having such waiting periods expire as are necessary to
     avoid a violation of law).

          (d)  Compliance.  Except as set forth in Sections 7.4(d), 7.5,
     7.9 and 7.11 of the Western Resources Disclosure Schedule or as
     disclosed in the Western Resources SEC Reports (as defined in
     Section 7.5) filed prior to the date hereof, none of Western Resources,
     KGE or any of the Western Resources Subsidiaries is in violation of, is,
     to the knowledge of Western Resources, under investigation with respect
     to any violation of, or has been given notice or been charged with any
     violation of, any law, statute, order, rule, regulation, ordinance or
     judgment (including, without limitation, any applicable environmental
     law, ordinance or regulation) of any Governmental Authority, except for
     possible violations which individually or in the aggregate would not
     have a Western Resources Material Adverse Effect. Except as disclosed in
     the Western Resources SEC Reports filed prior to the date hereof, or in
     Sections 7.7, 7.10 or 7.11 of the Western Resources Disclosure Schedule,
     Western Resources, KGE and the Western Resources Subsidiaries have all
     permits, licenses, franchises and other governmental authorizations,
     consents and approvals necessary to conduct their businesses as
     presently conducted which are material to the operation of the
     businesses of Western Resources and the Western Resources Subsidiaries.
     None of Western Resources, KGE or any of the Western Resources
     Subsidiaries is in breach or violation of or in default in the
     performance or observance of any term or provision of, and no event has
     occurred which, with lapse of time or action by a third party, could
     result in a default by Western Resources, KGE or any Western Resources
     Subsidiary under (i) its certificate of incorporation or by-laws or (ii)
     any contract, commitment, agreement, indenture, mortgage, loan
     agreement, note, lease, bond, license, approval or other instrument to
     which it is a party or by which Western Resources or any Western
     Resources Subsidiary is bound or to which any of its property is
     subject, except for possible violations, breaches or defaults which
     individually or in the aggregate would not have a Western Resources
     Material Adverse Effect.

          Section 7.5  Reports and Financial Statements. Except as set forth
     in Section 7.5 of the Western Resources Disclosure Schedule, the filings
     required to be made by Western Resources, KGE and the Western Resources
     Subsidiaries since January 1, 1994 under the Securities Act, the
     Exchange Act, the 1935 Act, the Power Act, the Atomic Energy Act, and
     applicable state public utility laws and regulations have been filed
     with the SEC, the FERC, the NRC or the appropriate state public
     utilities commission, as the case may be, including all forms,
     statements, reports, agreements (oral or written) and all documents,
     exhibits, amendments and supplements appertaining thereto, and complied,
     as of their respective dates, in all material respects with all
     applicable requirements of the appropriate statutes and the rules and
     regulations thereunder, except for such filings the failure of which to
     have been made or to so comply would not result in a Western Resources
     Material Adverse Effect. "Western Resources SEC Reports" shall mean each
     report, schedule, registration statement and definitive proxy statement
     filed with the SEC by Western Resources and KGE pursuant to the require-
     ments of the Securities Act or Exchange Act since January 1, 1994, as
     such documents have since the time of their filing been amended.  As of
     their respective dates, the Western Resources SEC Reports did not
     contain any untrue statement of a material fact or omit to state a
     material fact required to be stated therein or necessary to make the
     statements therein, in light of the circumstances under which they were
     made, not misleading. The audited consolidated financial statements and
     unaudited interim financial statements of Western Resources included in
     the Western Resources SEC Reports (collectively, the "Western Resources
     Financial Statements") have been prepared in accordance with GAAP
     (except as may be indicated therein or in the notes thereto and except
     with respect to unaudited statements as permitted by Form 10-Q of the
     SEC) and fairly present the financial position of Western Resources  and
     KGE as of the dates thereof and the results of operations and cash flows
     for the periods then ended, subject, in the case of the unaudited
     interim financial statements, to normal, recurring audit adjustments.
     True, accurate and complete copies of the Western Resources Articles,
     Western Resources' By-Laws, the articles of incorporation of KGE and the
     by-laws of KGE, as in effect on the date hereof, are included (or
     incorporated by reference) in the Western Resources SEC Reports.

          Section 7.6  Absence of Certain Changes or Events.  Except as
     disclosed in Section 7.6 of the Western Resources Disclosure Schedule
     and in the Western Resources SEC Reports filed prior to the date hereof,
     since December 31, 1996, Western Resources, KGE and each of the Western
     Resources Subsidiaries have conducted their business only in the
     ordinary course of business (except for acquisitions and dispositions)
     and there has not been any Western Resources Material Adverse Effect.
     For purposes of this Agreement, a "Western Resources Material Adverse
     Effect" shall mean the existence of any fact or condition which has or
     is reasonably likely to have a material adverse effect on the business,
     assets, financial condition, results of operations or prospects of
     Western Resources, KGE and the Western Resources Subsidiaries taken as a
     whole.

          Section 7.7  Litigation.  Except as disclosed in the Western
     Resources SEC Reports filed prior to the date hereof or as disclosed in
     Section 7.7, 7.9, 7.10 or 7.11 of the Western Resources Disclosure
     Schedule, (a) there are no claims, suits, actions or proceedings by any
     court, governmental department, commission, agency, instrumentality or
     authority or any arbitrator, pending or, to the knowledge of Western
     Resources, threatened, nor are there, to the knowledge of Western
     Resources, any investigations or reviews by any court, governmental
     department, commission, agency, instrumentality or authority or any
     arbitrator pending or threatened against, relating to or affecting
     Western Resources, KGE, New KC or any of the Western Resources
     Subsidiaries which would have a Western Resources Material Adverse
     Effect, (b) there have not been any significant developments since
     December 31, 1996 with respect to such disclosed claims, suits, actions,
     proceedings, investigations or reviews that would have a Western
     Resources Material Adverse Effect and (c) there are no judgments,
     decrees, injunctions, rules or orders of any court, governmental
     department, commission, agency, instrumentality or authority or any
     arbitrator applicable to Western Resources, KGE, New KC or any of the
     Western Resources Subsidiaries, except for such that would not have a
     Western Resources Material Adverse Effect.

          Section 7.8  Registration Statement and Proxy Statement.  None of
     the information supplied or to be supplied by or on behalf of Western
     Resources, New KC or KGE for inclusion or incorporation by reference in
     (a) the Registration Statement will, at the time the Registration
     Statement is filed by Western Resources and New KC with the SEC and at
     the time it becomes effective under the Securities Act, contain any
     untrue statement of a material fact or omit to state any material fact
     required to be stated therein or necessary to make the statements
     therein not misleading and (b) the Proxy Statement will, at the dates
     mailed to shareholders and at the times of the meetings of shareholders
     to be held in connection with the KCPL Merger and the KGE Merger,
     contain any untrue statement of a material fact or omit to state any
     material fact required to be stated therein or necessary in order to
     make the statements therein, in light of the circumstances under which
     they are made, not misleading. The Registration Statement and the Proxy
     Statement will comply as to form in all material respects with the
     provisions of the Securities Act and the Exchange Act and the rules and
     regulations thereunder.

          Section 7.9  Tax Matters.  Except as set forth in Section 7.9 of
     the Western Resources Disclosure Schedule and except as would not result
     in a Western Resources Material Adverse Effect:

       (a)  Filing of Timely Tax Returns.  Western Resources, KGE and each
     of the Western Resources Subsidiaries have filed (or there has been
     filed on its behalf) all Tax Returns required to be filed by each of
     them under applicable law. All such Tax Returns were and are in all
     material respects true, complete and correct and filed on a timely
     basis.

       (b)  Payment of Taxes.  Western Resources, KGE and each of the
     Western Resources Subsidiaries have, within the time and in the manner
     prescribed by law, paid all Taxes that are currently due and payable,
     except for those contested in good faith and for which adequate reserves
     have been taken.

       (c)  Tax Reserves.  Western Resources, KGE and each of the Western
     Resources Subsidiaries have established on their books and records
     reserves adequate to pay all Taxes and reserves for deferred income
     taxes in accordance with GAAP.

       (d)  Tax Liens.  There are no Tax liens upon the assets of Western
     Resources, KGE or any of the Western Resources Subsidiaries except liens
     for Taxes not yet due.

       (e)  Withholding Taxes.  Western Resources, KGE and each of the
     Western Resources Subsidiaries have complied in all material respects
     with the provisions of the Code relating to the withholding of Taxes, as
     well as similar provisions under any other laws, and have, within the
     time and in the manner prescribed by law, withheld and paid over to the
     proper governmental authorities all amounts required.

       (f)  Audit, Administrative and Court Proceedings. No audits or other
     administrative proceedings or court proceedings are presently pending
     with regard to any Taxes or Tax Returns of Western Resources, KGE or any
     of the Western Resources Subsidiaries.

       (g)  Tax Rulings.  None of Western Resources, KGE or any of the
     Western Resources Subsidiaries has received a Tax Ruling or entered into
     a Closing Agreement with any taxing authority.

       (h)  Tax Sharing Agreements.  Except as between affiliates of
     Western Resources as set forth in Sections 7.1 and 7.2 of the Western
     Resources Disclosure Schedule, none of Western Resources, KGE or any
     Western Resources Subsidiary is a party to any agreement relating to
     allocating or sharing of Taxes.

       (i)  Code Section 280G.  Except for the Western Resources Benefit
     Plans, none of Western Resources, KGE or any of the Western Resources
     Subsidiaries is a party to any agreement, contract or arrangement that
     could result in the payment of any "excess parachute payments" within
     the meaning of Section 280G of the Code or any amount that would be non-
     deductible pursuant to Section 162(m) of the Code.

       (j)  Liability for Others.  None of Western Resources, KGE or any of
     the Western Resources Subsidiaries has any liability for Taxes of any
     person other than Western Resources, KGE and the Western Resources
     Subsidiaries (i) under Treasury Regulations Section 1.1502-6 (or any
     similar provision of state, local or foreign law), (ii) by contract, or
     (iii) otherwise.

       (k)  Section 341(f).  None of Western Resources, KGE or any of the
     Western Resources Subsidiaries has, with regard to any assets or
     property held or acquired by any of them, filed a consent to the
     application of Section 341(f)(2) of the Code, or agreed to have
     Section 341(f)(2) of the Code apply to any disposition of a
     subsection (f) asset (as such term is defined in Section 341(f)(4) of
     the Code) owned by Western Resources, KGE or any of the Western
     Resources Subsidiaries.

          Section 7.10  Employee Matters; ERISA.  Except as set forth in
     Section 7.10 of the Western Resources Disclosure Schedule:

       (a)  Benefit Plans.  Section 7.10(a) of the Western Resources
     Disclosure Schedule contains a true and complete list as of the date
     hereof of each written or oral material employee benefit plan, policy or
     agreement covering employees, former employees or directors of Western
     Resources, KGE and each of the Western Resources Subsidiaries or their
     beneficiaries, or providing benefits to such persons in respect of
     services provided to any such entity, including, but not limited to, any
     employee benefit plans within the meaning of Section 3(3) of ERISA and
     any severance or change in control agreement (collectively, the "Western
     Resources Benefit Plans").

       (b)  Contributions.  All material contributions and other payments
     required to be made by Western Resources, KGE or any of the Western
     Resources Subsidiaries to any Western Resources Benefit Plan (or to any
     person pursuant to the terms thereof) have been made or the amount of
     such payment or contribution obligation has been reflected in the
     Western Resources Financial Statements (other than those related to
     Protection One, Inc.).

       (c)  Qualification; Compliance.  Each of the Western Resources
     Benefit Plans intended to be "qualified" within the meaning of
     Section 401(a) of the Code has been determined by the IRS to be so
     qualified, or to the knowledge of Western Resources, no circumstances
     exist that are reasonably expected by Western Resources to result in the
     revocation of any such determination or prevent any such plans from
     being qualified. Western Resources is in compliance in all material
     respects with, and each of the Western Resources Benefit Plans is and
     has been operated in all material respects in compliance with, all
     applicable laws, rules and regulations governing such plan, including,
     without limitation, ERISA and the Code. Each Western Resources Benefit
     Plan intended to provide for the deferral of income, the reduction of
     salary or other compensation, or to afford other income tax benefits,
     complies with the requirements of the applicable provisions of the Code
     or other laws, rules and regulations required to provide such income tax
     benefits. No prohibited transactions (as defined in Section 406 or 407
     of ERISA or Section 4975 of the Code) have occurred for which a
     statutory exemption is not available with respect to any Western
     Resources Benefit Plan, and which could give rise to liability on the
     part of Western Resources, KGE, any Western Resources Benefit Plan, or
     any fiduciary, party in interest or disqualified person with respect
     thereto that would be material to Western Resources, KGE or would be
     material to Western Resources or KGE if it were Western Resources' or
     KGE's liability.

       (d)  Liabilities.  With respect to the Western Resources Benefit
     Plans, individually and in the aggregate, no event has occurred, and, to
     the knowledge of Western Resources, there does not now exist any
     condition or set of circumstances, that could subject Western Resources,
     KGE or any of the Western Resources Subsidiaries to any material
     liability arising under the Code, ERISA or any other applicable law
     (including, without limitation, any liability to any such plan or the
     PBGC), or under any indemnity agreement to which Western Resources, KGE
     or any of the Western Resources Subsidiaries is a party, excluding
     liability for benefit claims and funding obligations payable in the
     ordinary course.

       (e)  Payments Resulting from the KCPL Merger or KGE Merger.  Except
     as disclosed in the Western Resources SEC Reports filed prior to the
     date hereof, the consummation or announcement of any transaction
     contemplated by this Agreement will not (either alone or upon the
     occurrence of any additional or further acts or events, including,
     without limitation, the termination of employment of officers,
     directors, employees or agents of Western Resources, KGE or any of the
     Western Resources Subsidiaries) result in any (i) payment (whether of
     severance pay or otherwise) becoming due from Western Resources, KGE or
     any of the Western Resources Subsidiaries to any officer, employee,
     former employee or director thereof or to the trustee under any "rabbi
     trust" or similar arrangement, or (ii) benefit under any Western
     Resources Benefit Plan becoming accelerated, vested or payable.

       (f)  Labor Agreements.  As of the date hereof, (i) none of Western
     Resources, KGE or any of the Western Resources Subsidiaries is a party
     to any collective bargaining agreement or other labor agreement with any
     union or labor organization and (ii) to the knowledge of Western
     Resources, there is no current union representation question involving
     employees of Western Resources, KGE or any of the Western Resources
     Subsidiaries, nor does Western Resources know of any activity or
     proceeding of any labor organization (or representative thereof) or
     employee group to organize any such employees.  Except as disclosed in
     the Western Resources SEC Reports filed prior to the date hereof or
     except to the extent such would not have a Western Resources Material
     Adverse Effect, (i) there is no unfair labor practice, employment
     discrimination or other material complaint against Western Resources,
     KGE or any of the Western Resources Subsidiaries pending, or to the
     knowledge of Western Resources, threatened, (ii) there is no strike,
     lockout or material dispute, slowdown or work stoppage pending or, to
     the knowledge of Western Resources, threatened against or involving
     Western Resources or KGE, and (iii) there is no proceeding, claim, suit,
     action or governmental investigation pending or, to the knowledge of
     Western Resources, threatened in respect of which any director, officer,
     employee or agent of Western Resources, KGE or any of the Western
     Resources Subsidiaries is or may be entitled to claim indemnification
     from Western Resources or such Western Resources Subsidiary pursuant to
     their respective articles of incorporation or by-laws or as provided in
     any indemnification agreements between such persons and Western
     Resources, KGE or any Western Resources Subsidiary.

          Section 7.11  Environmental Protection.

          (a)  Except as set forth in the Western Resources SEC Reports
     filed prior to the date hereof or in Section 7.11 of the Western
     Resources Disclosure Schedule:

       (i)  Compliance.  Western Resources, KGE and each of the Western
     Resources Subsidiaries is in compliance with all applicable
     Environmental Laws and none of Western Resources, KGE or any of the
     Western Resources Subsidiaries has received any communication (written
     or oral) from any person or Governmental Authority that alleges that
     Western Resources, KGE or any of the Western Resources Subsidiaries is
     not in such compliance with applicable Environmental Laws, except in
     each foregoing case where the failure to so comply would not have a
     Western Resources Material Adverse Effect. To the knowledge of Western
     Resources, compliance with all applicable Environmental Laws will not
     require Western Resources, KGE or any Western Resources Subsidiary to
     incur costs that will be reasonably likely to result in a Western
     Resources Material Adverse Effect.

       (ii)  Environmental Permits.  Western Resources, KGE and each of the
     Western Resources Subsidiaries has obtained or has applied for all the
     Environmental Permits necessary for the construction of their facilities
     or the conduct of their operations, except where the failure to so
     obtain would not have a Western Resources Material Adverse Effect, and
     all such Environmental Permits are in good standing or, where
     applicable, a renewal application has been timely filed and is pending
     agency approval, and Western Resources, KGE and each of the Western
     Resources Subsidiaries are in material compliance with all terms and
     conditions of the Environmental Permits.

       (iii)  Environmental Claims.  There is no Environmental Claim which
     would have a Western Resources Material Adverse Effect pending (A)
     against Western Resources, KGE or any of the Western Resources
     Subsidiaries (B) to the knowledge of Western Resources, against any
     person or entity whose liability for any Environmental Claim Western
     Resources, KGE or any of the Western Resources Subsidiaries has or may
     have retained or assumed either contractually or by operation of law, or
     (C) against any real or personal property or operations which Western
     Resources, KGE or any of the Western Resources Subsidiaries owns, leases
     or manages, in whole or in part.

       (iv)  Releases.  Western Resources has no knowledge of any Releases
     of any Hazardous Material that would be reasonably likely to form the
     basis of any Environmental Claim against Western Resources, KGE or any
     of the Western Resources Subsidiaries or against any person or entity
     whose liability for any Environmental Claim Western Resources, KGE or
     any of the Western Resources Subsidiaries has or may have retained or
     assumed either contractually or by operation of law except for any
     Environmental Claim which would not have a Western Resources Material
     Adverse Effect.

       (v) Predecessors.  Western Resources has no knowledge, with respect
     to any predecessor of Western Resources, KGE or any of the Western
     Resources Subsidiaries, of any Environmental Claim which would have a
     Western Resources Material Adverse Effect pending or threatened, or of
     any Release of Hazardous Materials that would be reasonably likely to
     form the basis of any Environmental Claim which would have a Western
     Resources Material Adverse Effect.

          Section 7.12  Regulation as a Utility.  As of the date hereof, (1)
     Western Resources and KGE are each regulated as a public utility in the
     State of Kansas and in no other state, and (2) Western Resources is an
     exempt Holding Company under the 1935 Act.  Section 7.12 of the Western
     Resources Disclosure Schedule sets forth certain entities in which
     Western Resources has an ownership interest that may be subject to
     regulation as a public utility or public service company (or similar
     designation) in certain foreign countries.

          Section 7.13  Vote Required.  (i) Provided that the Western
     Resources $100 Preferred has been redeemed pursuant to Section 9.19, the
     approval of this Agreement, the Asset Contribution, the Stock
     Contribution, and amendments to the Western Resources Articles,
     including, without limitation, increasing the number of shares of
     Western Resources Common Stock authorized, by a majority of the shares
     of Western Resources Common Stock outstanding on the record date for
     such vote is the only vote of the holders of any class or series of the
     capital stock of Western Resources or any of its Subsidiaries (other
     than KGE and New KC) required to approve this Agreement, the Asset
     Contribution, the Stock Contribution and the issuance of shares of
     Western Resources Common Stock to be contributed to KGE pursuant to the
     Stock Contribution and (ii) Western Resources, in its capacity as sole
     stockholder of New KC and KGE, has approved this Agreement, the Asset
     Contribution, the Stock Contribution and the KCPL Merger and KGE Merger,
     respectively, and the other transactions contemplated hereby
     (collectively, the "Western Resources Shareholders' Approval").

          Section 7.14  Article XI (Business Combination with Interested
     Shareholder) of Western Resources' Articles of Incorporation.  The
     provisions of Article XI (business combination with interested
     shareholder) of the Western Resources Articles will not, prior to the
     termination of this Agreement, assuming the accuracy of the
     representation contained in Section 6.17 (without giving effect to the
     knowledge qualification thereof), apply to this Agreement, the Asset
     Contribution, the Stock Contribution, the KCPL Merger, the KGE Merger or
     to the transactions contemplated hereby.

          Section 7.15  Opinion of Financial Advisor.  Western Resources has
     received the opinion of Salomon Smith Barney ("Salomon"), dated as of
     the date hereof, to the effect that, as of such date, the Aggregate
     Consideration is fair from a financial point of view to Western
     Resources.

          Section 7.16  Insurance.  Except as set forth in Section 7.16 of
     the Western Resources Disclosure Schedule, Western Resources, KGE and
     each of the Western Resources Subsidiaries is, and has been continuously
     since January 1, 1994 (and, with respect to any Western Resources
     Subsidiary, if later than January 1, 1994, its date of acquisition by
     Western Resources), and New KC at the Closing will be, insured with
     financially responsible insurers in such amounts and against such risks
     and losses as are customary in all material respects for companies
     conducting the business as conducted by Western Resources, KGE and the
     Western Resources Subsidiaries during such time period and, as
     contemplated by this Agreement, the business to be conducted by New KC
     after the Closing.  None of Western Resources, KGE or any of the Western
     Resources Subsidiaries has received any notice of cancellation or
     termination with respect to any material insurance policy of Western
     Resources, KGE or any of the Western Resources Subsidiaries or New KC.
     The insurance policies of Western Resources, KGE and each of the Western
     Resources Subsidiaries are, and the insurance policies of New KC at the
     Closing will be, valid and enforceable policies in all material
     respects.

          Section 7.17  Western Resources not an Interested Shareholder.  As
     of the date hereof, none of Western Resources, KGE or, to its reasonable
     knowledge, any of its Affiliates is an "Interested Shareholder" as such
     term is defined in Article Twelfth of KCPL's Restated Articles of
     Consolidation.

          Section 7.18  Takeover Statutes.  No "fair price," "moratorium,"
     "control share acquisition" or other similar anti-takeover statute or
     regulation (including Sections 17-1286 et seq. and 17-12,100, et seq. of
     the KGCC or Article XVII of the Western Resources Articles) is, or at
     the KCPL Effective Time or the KGE Effective Time will be, applicable to
     KCPL, New KC, Western Resources, KGE, the New KC Common Stock, the KCPL
     Common Stock, the Asset Contribution, the Stock Contribution, the KCPL
     Merger, the KGE Merger or the other transactions contemplated by this
     Agreement.

          Section 7.19 No Prior Operations of New KC.  New KC is a
     corporation formed solely for the purpose of effecting the transactions
     contemplated by this Agreement and prior to the date hereof New KC has
     not and prior to the Closing will not have engaged in any business or
     other activity other than as contemplated by this Agreement.

          Section 7.20 Title to Properties.  (a)  Title.  Western Resources
     has good and sufficient title to all of the KPL Assets, including all of
     the properties and assets reflected in the KPL Balance Sheet and all
     properties and assets purchased or otherwise acquired since December 31,
     1997.  Such assets are sufficient to enable Western Resources to conduct
     the KPL Business as currently conducted without material interference,
     and, as of the date hereof, are free and clear of Liens other than
     Permitted Liens (in each case as defined below).  Western Resources
     holds under valid lease agreements certain real and personal properties
     which constitute part of the KPL Assets or are reflected in the KPL
     Balance Sheet, and enjoys peaceful and undisturbed possession of such
     properties under such leases, other than any properties as to which such
     leases will have terminated in the ordinary course of business since the
     date of such filing.  As of the date hereof, with respect to the KPL
     Business, neither Western Resources nor any of its predecessors has
     received any written notice of any adverse claim to the title to any
     properties owned by them or with respect to any lease under which any
     properties are held by them, other than any claims that, individually or
     in the aggregate, would not have a material adverse effect on the KPL
     Business.  For the purposes of this Section 7.20, the term "Lien" shall
     mean any mortgage, pledge, security interest, encumbrance, lien, claim,
     condition, equity interest, option, right of first refusal, charge or
     restriction of any kind (including any agreement to give any of the
     foregoing), any conditional sale or other title retention agreement, any
     lease in the nature thereof or the filing of or agreement to give any
     financing statement under the Uniform Commercial Code of any
     jurisdiction.  For purposes of this Section 7.20, the term "Permitted
     Liens" shall mean (i) Liens for taxes and assessments, general and
     special, not yet due and payable, and (ii) Liens, encumbrances and other
     defects existing on the properties on the date hereof or which arise in
     the ordinary course of the KPL Business or which, individually or in the
     aggregate, do not and will not materially interfere with or impair the
     continued ownership, possession, use or operation of the KPL Assets.

          (b)  Easements.  With respect to the KPL Business, Western
     Resources is not in violation of the terms of any Easement (as defined
     below) except any such violations that individually or in the aggregate,
     would not have a material adverse effect on the KPL Business.  Except as
     would not have a material adverse effect on the KPL Business, all
     Easements in favor of the KPL Business are valid and enforceable and
     grant the rights purported to be granted thereby and all rights
     necessary thereunder for the operation of the KPL Business.  For
     purposes of this Section 7.20, "Easements" shall mean all easements,
     rights-of-way, permits, licenses, franchises, leases, surface leases,
     prescriptive rights and ways of necessity, whether or not of record.

          Section 7.21 Condition of Assets.  To the knowledge of Western
     Resources, except as would not have a material adverse effect on the KPL
     Business, the buildings, plants, structures, and equipment of Western
     Resources relating to the KPL Business are structurally sound, are in
     good operating condition and repair, and are adequate for the uses to
     which they are being put, and none of such buildings, plants,
     structures, or equipment is in need of maintenance or repairs except for
     ordinary, routine maintenance and repairs that are not material in
     nature or cost.

          Section 7.22 Accounts Receivable.  All Accounts Receivable (as
     defined below) with respect to the KPL Business, represent or will
     represent, as of the Closing, obligations arising from sales actually
     made or services actually performed in the ordinary course of business
     of Western Resources with respect to the KPL Business, subject to
     customary provisions for uncollectible accounts.  To the knowledge of
     Western Resources, there is no contest, claim or right of set-off, under
     any contract or with any obligor of an Account Receivable relating to
     the KPL Business relating to the amount or validity of such Account
     Receivable which would have a material adverse effect on the KPL
     Business.  For purposes of this Section 7.22, "Accounts Receivable"
     shall mean the accounts and other receivables, including unbilled
     revenues, of Western Resources to the extent arising primarily out of
     the KPL Business.



                        ARTICLE VIII

         CONDUCT OF BUSINESS PENDING THE KGE MERGER

          Section 8.1  Covenants of KCPL.  KCPL agrees, as to itself and as
     to each of its Subsidiaries, that after the date hereof and prior to the
     KGE Effective Time or earlier termination of this Agreement, (i) except
     as expressly contemplated or permitted in this Agreement, (ii) except as
     Western Resources may otherwise agree in writing (which decision
     regarding agreement shall be made as soon as reasonably practicable),
     (iii) except as otherwise provided in the business plan of KCPL in the
     form previously disclosed to Western Resources and attached hereto as
     Section 8.1 of the KCPL Disclosure Schedule (the "KCPL Business Plan");
     provided, however, that for purposes of the preceding clause (iii) KCPL
     shall obtain Western Resources' written agreement (which decision
     regarding agreement shall be made as soon as reasonably practicable)
     prior to making or committing to make any acquisitions or capital
     expenditures or incurring or committing to incur any indebtedness,
     including guarantees but not including the cost of routine regulated
     utility capital expenditures (such acquisitions, capital expenditures
     and indebtedness, collectively, "Investments") subsequent to the time
     when the aggregate value of the Investments made or committed to be made
     by KCPL as permitted by this Section 8.1 exceeds in the aggregate
     $150,000,000 during the period January 1, 1997 through December 31, 1997
     and which aggregate limits for each subsequent six-month period
     commencing January 1, 1998 through the Closing shall be $75,000,000
     ($25,000,000 of which during each such six-month period may be expended
     or committed on items not included in the KCPL Business Plan), it being
     agreed that to the extent any such $150,000,000 or $75,000,000 aggregate
     amount is not made, committed or incurred during such one-year or any
     such six-month period, as the case may be, such amount or amounts shall
     be added to, and cumulated with, the amount or amounts available during
     subsequent time periods until the Closing (such aggregate limits to
     exclude the cost of routine regulated utility capital expenditures); and
     provided further that, KCPL shall be permitted to use the proceeds
     obtained from any disposition of assets for Investments in accordance
     with the KCPL Business Plan; provided, further, however, that KCPL shall
     confer on a regular and frequent basis with representatives of Western
     Resources in the course of KCPL's implementation of the KCPL Business
     Plan and any expenditures referred to in this Section 8.1:

       (a)  Ordinary Course of Business.  KCPL shall, and shall cause its
     respective Subsidiaries to, carry on their respective businesses in the
     usual, regular and ordinary course in substantially the same manner as
     heretofore conducted and use all commercially reasonable efforts to
     preserve intact their present business organizations and goodwill,
     preserve the goodwill and relationships with customers, suppliers and
     others having business dealings with them and, subject to prudent
     management of work force needs and ongoing programs currently in force,
     keep available the services of their present officers and employees,
     provided, however, that nothing shall prohibit KCPL or any of its
     Subsidiaries from transferring operations to KCPL or any of its wholly
     owned Subsidiaries.  KCPL shall not, nor shall KCPL permit any of its
     Subsidiaries to, enter into a new line of business involving any
     material investment of assets or resources or any material exposure to
     liability or loss to KCPL and the KCPL Subsidiaries taken as a whole.

       (b)  Dividends.  KCPL shall not, nor shall it permit any of its
     Subsidiaries to, (i) declare or pay any dividends on or make other
     distributions in respect of any of their capital stock other than to
     KCPL or KCPL Subsidiaries and other than (A) dividends required to be
     paid on any KCPL Preferred Stock in accordance with the terms thereof
     and (B) regular quarterly dividends on KCPL Common Stock with usual
     record and payment dates not, during any period of any fiscal year, in
     excess (except to the extent consistent with good business judgment and
     KCPL's past dividend practice) of the quarterly dividend most recently
     declared on such stock as of the date hereof, (ii) split, combine or
     reclassify any of their capital stock or issue or authorize or propose
     the issuance of any other securities in respect of, in lieu of, or in
     substitution for, shares of their capital stock or (iii) except as set
     forth in Section 8.1(b) of the KCPL Disclosure Schedule, redeem,
     repurchase or otherwise acquire any shares of their capital stock, other
     than (A) redemptions, purchases or acquisitions required by the terms of
     any series of KCPL Preferred Stock or (B) for the purpose of funding
     employee stock ownership plans in accordance with past practice.
     Notwithstanding the foregoing, KCPL may redeem the KCPL Preferred Stock
     pursuant to the provisions of Section 2.4(c).

       (c)  Issuance of Securities.  Except as set forth in Section 8.1(c)
     of the KCPL Disclosure Schedule, since the Original Execution Date KCPL
     shall not, nor shall it permit any of its Subsidiaries to, issue, agree
     to issue, deliver, sell, award, pledge, dispose of or otherwise encumber
     or authorize or propose the issuance, delivery, sale, award, pledge,
     disposal or other encumbrance of, any shares of their capital stock of
     any class or any securities convertible into or exchangeable for, or any
     rights, warrants or options to acquire, any such shares or convertible
     or exchangeable securities, other than (i) intercompany issuances of
     capital stock and (ii) issuances in the ordinary course of business
     consistent with past practice of up to 2,000,000 shares of KCPL Common
     Stock during any fiscal year to be issued pursuant to employee benefit
     plans, stock option and other incentive compensation plans, director
     plans and stock purchase plans and dividend reinvestment plans existing
     prior to the date hereof and heretofore disclosed to Western Resources
     or pursuant to plans adopted after the date hereof which shall be
     reasonably acceptable to Western Resources.  The parties shall promptly
     furnish to each other such information as may be reasonably requested
     including financial information and take such action as may be
     reasonably necessary and otherwise fully cooperate with each other in
     the preparation of any registration statement under the Securities Act
     and other documents necessary in connection with the issuance of
     securities as contemplated by this Section 8.1(c), subject to obtaining
     customary indemnities.

       (d)  Charter Documents.  KCPL shall not amend or propose to amend
     its charter, by-laws or regulations, or similar organic documents,
     except as contemplated herein.

       (e)  No Acquisitions.  KCPL shall not, nor shall it permit any of
     its Subsidiaries to, acquire, or publicly propose to acquire, or agree
     to acquire, by merger or consolidation with, or by purchase or
     otherwise, an equity interest in or a substantial portion of the assets
     of, any business or any corporation, partnership, association or other
     business organization or division thereof, nor shall KCPL acquire or
     agree to acquire a material amount of assets other than in the ordinary
     course of business consistent with past practice.

       (f)  Capital Expenditures.  KCPL shall not, nor shall it permit any
     of its Subsidiaries to, make capital expenditures during any fiscal year
     in excess of the amount budgeted for capital expenditures for such
     fiscal year in the KCPL Business Plan.

       (g)  No Dispositions.  Except as set forth in Section 8.1(g) of the
     KCPL Disclosure Schedule, KCPL shall not, nor shall it permit any of its
     Subsidiaries to, sell or dispose of any of their assets other than
     dispositions in the ordinary course of business consistent with past
     practice.

       (h)  Indebtedness.  KCPL shall not, nor shall it permit any of its
     Subsidiaries to, incur or guarantee any indebtedness (including any debt
     borrowed or guaranteed or otherwise assumed including, without
     limitation, the issuance of debt securities or warrants or rights to
     acquire debt) or enter into any "keep well" or other agreement to
     maintain any financial statement condition of another person or entity
     or enter into any arrangement having the economic effect of any of the
     foregoing other than (i) indebtedness or guarantees or "keep well" or
     other agreements in the ordinary course of business consistent with past
     practice (such as the issuance of commercial paper, the use of existing
     credit facilities or hedging activities), (ii) other indebtedness or
     "keep well" or other agreements not aggregating more than $250 million,
     (iii) arrangements between KCPL and its Subsidiaries or among its
     Subsidiaries, (iv) except as set forth in Section 8.1(h) of the KCPL
     Disclosure Schedule, (v) in connection with the refunding of existing
     indebtedness, (vi) in connection with the redemption of the KCPL
     Preferred Stock as set forth in Section 2.4(c), or (vii) as may be
     necessary in connection with acquisitions or capital expenditures
     provided for in the KCPL Business Plan.  Notwithstanding anything
     contained herein to the contrary, the aggregate total indebtedness for
     borrowed money (including preferred stock) of KCPL and its Subsidiaries
     shall not exceed $1.4 billion at the KCPL Effective Time.

       (i)  Compensation, Benefits.  Except as may be required by
     applicable law or as set forth in Section 8.1(i) of the KCPL Disclosure
     Schedule, KCPL shall not, nor shall it permit any of its Subsidiaries
     to, (i) enter into, adopt or amend or increase the amount or accelerate
     the payment or vesting of any benefit or amount payable under, any
     employee benefit plan or other contract, agreement, commitment,
     arrangement, plan, trust, fund or policy maintained by, contributed to
     or entered into by KCPL or any of its Subsidiaries or increase, or enter
     into any contract, agreement, commitment or arrangement to increase in
     any manner, the compensation or fringe benefits, or otherwise to extend,
     expand or enhance the engagement, employment or any related rights, of
     any director, officer or other employee of KCPL or any of its
     Subsidiaries, except for normal increases in the ordinary course of
     business consistent with past practice that, in the aggregate, do not
     result in a material increase in benefits or compensation expense to
     KCPL or any of its Subsidiaries; (ii) enter into or amend any
     employment, severance or special pay arrangement with respect to the
     termination of employment or other similar contract, agreement or
     arrangement with any director or officer or other employee other than in
     the ordinary course of business consistent with past practice; or (iii)
     deposit into any trust (including any "rabbi trust") amounts in respect
     of any employee benefit obligations or obligations to directors;
     provided that transfers into any trust, other than a rabbi or other
     trust with respect to any non-qualified deferred compensation, may be
     made in accordance with past practice.

       (j)  1935 Act.  KCPL shall not, nor shall KCPL permit any of its
     Subsidiaries to, except as required or contemplated by this Agreement,
     engage in any activities which would cause a change in KCPL's status, or
     that of its Subsidiaries, under the 1935 Act.

       (k)  Accounting.  KCPL shall not, nor shall it permit any of its
     Subsidiaries to, make any changes in its accounting methods, except as
     required by law, rule, regulation or GAAP.

       (l)  Affiliate Transactions.  Except as set forth in Section 8.1(l)
     of the KCPL Disclosure Schedule, KCPL shall not, nor shall it permit any
     of its Subsidiaries to, enter into any material agreement or arrangement
     with any of their Affiliates (other than wholly owned Subsidiaries) on
     terms materially less favorable to such party than could be reasonably
     expected to have been obtained with an unaffiliated third-party on an
     arm's length basis.

       (m)  Cooperation, Notification.  KCPL shall (i) confer on a regular
     and frequent basis with one or more representatives of Western Resources
     to discuss, subject to applicable law, material operational matters and
     the general status of its ongoing operations, (ii) promptly notify
     Western Resources of any significant changes in its business,
     properties, assets, condition (financial or other), results of
     operations or prospects, and (iii) promptly provide Western Resources
     with copies of all filings made by KCPL or any of its Subsidiaries with
     any state or federal court, administrative agency, commission or other
     Governmental Authority in connection with this Agreement and the
     transactions contemplated hereby.

       (n)  Rate Matters.  Subject to applicable law, KCPL shall, and shall
     cause its Subsidiaries to, discuss with Western Resources any changes in
     its or its Subsidiaries' rates or the services it provides or charges
     (other than pass-through fuel and gas rates or charges), standards of
     service or accounting from those in effect on the date hereof and
     consult with Western Resources prior to making any filing (or any
     amendment thereto), or effecting any agreement, commitment, arrangement
     or consent with governmental regulators, whether written or oral, formal
     or informal, with respect thereto, and KCPL will not make any filing to
     change its rates or the services it provides on file with the FERC that
     would have a material adverse effect on the benefits associated with the
     business combination provided for herein.

       (o)  Third-Party Consents.  KCPL shall, and shall cause its
     Subsidiaries to, use all commercially reasonable efforts to obtain all
     KCPL Required Consents. KCPL shall promptly notify Western Resources of
     any failure or prospective failure to obtain any such consents and, if
     requested by Western Resources, shall provide copies of all KCPL
     Required Consents obtained by KCPL to Western Resources.

       (p)  No Breach, Etc.  KCPL shall not, nor shall it permit any of its
     Subsidiaries to, willfully take any action that would or is reasonably
     likely to result in a material breach of any provision of this Agreement
     or in any of its representations and warranties set forth in this
     Agreement being untrue on and as of the Closing Date.

       (q)  Tax-Exempt Status.  KCPL shall not, nor shall it permit any of
     its Subsidiaries to, take any action that would likely jeopardize the
     qualification of KCPL's or Western Resources' outstanding revenue bonds
     which qualify on the date hereof under Section 142(a) of the Code as
     "exempt facility bonds" or as tax-exempt industrial development bonds
     under Section 103(b)(4) of the Internal Revenue Code of 1954, as
     amended, prior to the Tax Reform Act of 1986.

       (r)  Contracts.  KCPL shall not, nor shall KCPL permit any
     Subsidiary of KCPL to, except in the ordinary course of business
     consistent with past practice, modify, amend, terminate, renew or fail
     to use reasonable business efforts to renew any material contract or
     agreement to which KCPL or any Subsidiary of KCPL is a party or waive,
     release or assign any material rights or claims.

       (s)  Insurance.  KCPL  shall, and shall cause its Subsidiaries to,
     maintain with financially responsible insurance companies insurance in
     such amounts and against such risks and losses as are customary for
     companies engaged in the electric utility industry and employing methods
     of generating electric power and fuel sources similar to those methods
     employed and fuels used by KCPL or its Subsidiaries.

       (t)  Permits.  KCPL shall, and shall cause its Subsidiaries to, use
     reasonable efforts to maintain in effect all existing governmental
     permits which are material to the operations of KCPL or its
     Subsidiaries.

       (u)  Tax Matters.  KCPL shall not (i) make or rescind any material
     express or deemed election relating to taxes unless such election will
     have the effect of minimizing the tax liabilities of KCPL or any of its
     Subsidiaries, including elections for any and all joint ventures,
     partnerships, limited liability companies, working interests or other
     investments where KCPL has the capacity to make such binding elections,
     (ii) without the written consent of Western Resources, which consent
     will not be unreasonably withheld, settle or compromise any material
     claim, action, suit, litigation, proceeding, arbitration, investigation,
     audit or controversy relating to taxes unless such settlement or
     compromise results in (A) a change in taxable income or tax liability
     that will reverse in future periods and is therefore, by its nature, a
     timing difference or (B) a change in taxable income or tax liability
     that will not reverse in future periods and is therefore, by its nature,
     a permanent difference unless the tax liability resulting from the
     increase is less than $5 million, or (iii) change in any material
     respect any of its methods of reporting income or deductions for federal
     income tax purposes from those employed in the preparation of its
     federal income tax return for the taxable year ending December 31, 1996,
     except as may be required by applicable law or except for such changes
     that would reduce consolidated federal taxable income or alternative
     minimum taxable income.

       (v)  Discharge of Liabilities.  KCPL shall not, nor shall KCPL
     permit any of its Subsidiaries to, pay, discharge or satisfy any
     material claims, liabilities or obligations (absolute, accrued, asserted
     or unasserted, contingent or otherwise), other than the payment,
     discharge or satisfaction, in the ordinary course of business consistent
     with past practice (which includes the payment of final and unappealable
     judgments) or in accordance with their terms, of liabilities reflected
     or reserved against in, or contemplated by, the most recent consolidated
     financial statements (or the notes thereto) of KCPL included in KCPL's
     reports filed with the SEC, or incurred in the ordinary course of
     business consistent with past practice.

          Section 8.2  Covenants of Western Resources, New KC and KGE.
     Western Resources agrees, as to itself, New KC and to each of its
     Subsidiaries, that after the date hereof and prior to the KGE Effective
     Time or earlier termination of this Agreement:

       (a)  Cooperation, Notification.  Western Resources shall (i) confer
     on a regular and frequent basis with one or more representatives of KCPL
     to discuss, subject to applicable law, material operational matters and
     the general status of its ongoing operations, (ii) promptly notify KCPL
     of any significant changes in its business, properties, assets,
     condition (financial or other), results of operations or prospects, and
     (iii) promptly provide KCPL with copies of all filings made by Western
     Resources or any of its Subsidiaries with any state or federal court,
     administrative agency, commission or other Governmental Authority in
     connection with this Agreement and the transactions contemplated hereby.

       (b)  Third-Party Consents.  Western Resources shall, and shall cause
     its Subsidiaries and New KC to, use all commercially reasonable efforts
     to obtain all Western Resources Required Consents.  Western Resources
     shall promptly notify KCPL of any failure or prospective failure to
     obtain any such consents and, if requested by KCPL, shall provide copies
     of all Western Resources Required Consents obtained by Western Resources
     to KCPL.

       (c)  No Breach, Etc.  Each of Western Resources, KGE and New KC
     shall not, nor shall they permit any of their respective Subsidiaries
     to, willfully take any action that would or is reasonably likely to
     result in a material breach of any provision of this Agreement or in any
     of its representations and warranties set forth in this Agreement being
     untrue on and as of the Closing Date.

       (d)  New KC Not to Engage in Operations.  Prior to the KCPL and KGE
     Effective Times, Western Resources shall not permit New KC to engage in
     any business or incur any liabilities or be a party to any contract or
     agreement, other than as contemplated by this Agreement or as
     specifically agreed to in writing by KCPL.

       (e)  Cash for Payment in Lieu of Fractional Shares.  New KC as of
     the KGE Effective Time will have sufficient cash available to pay for
     all fractional share interests of New KC Common Stock which would
     otherwise be issued pursuant to the KCPL Merger.

       (f)  Insurance.  Western Resources shall use reasonable efforts to
     obtain for New KC with financially responsible insurance companies
     insurance effective as of the Closing Date in such amounts and against
     such risks and losses as are customary for companies engaged in the
     electric utility industry and employing methods of generating electric
     power and fuel sources similar to those methods to be employed and fuels
     to be used by New KC.



                         ARTICLE IX

                    ADDITIONAL AGREEMENTS

          Section 9.1  Access to Information.  Upon reasonable notice, each
     party shall, and shall cause its Subsidiaries to, afford to the
     officers, directors, employees, accountants, counsel, investment
     bankers, financial advisors and other representatives of the other
     parties (collectively, "Representatives") reasonable access, during
     normal business hours throughout the period prior to the KGE Effective
     Time, to all of its properties, books, contracts, commitments and
     records (including, but not limited to, Tax Returns) and, during such
     period, each party shall, and shall cause its Subsidiaries to, furnish
     promptly to the other (i) access to each report, schedule and other
     document filed or received by it or any of its Subsidiaries pursuant to
     the requirements of federal or state securities laws or filed with or
     sent to the SEC, the FERC, the NRC, the Department of Justice, the
     Federal Trade Commission, or any other federal or state regulatory
     agency or commission and (ii) access to all information concerning
     themselves, their Subsidiaries, directors, officers and shareholders and
     such other matters as may be reasonably requested by the other party in
     connection with any filings, applications or approvals required or
     contemplated by this Agreement or for any other reason related to the
     transactions contemplated by this Agreement.  All documents and
     information supplied by one party to the other pursuant to this
     Section 9.1 shall be deemed to be "Evaluation Material" as defined in
     the Confidentiality Agreement, dated December 20, 1996, between KCPL and
     Western Resources, as it may be amended from time to time (the
     "Confidentiality Agreement"), and shall be kept confidential in
     accordance with the terms of such Agreement.

          Section 9.2  Joint Proxy Statement and Registration Statement.

          (a)  Preparation and Filing.  The parties will prepare and file
     with the SEC as soon as reasonably practicable after the date hereof the
     Registration Statement and the Proxy Statement (together, the "Joint
     Proxy/Registration Statement"). The parties hereto shall each use
     reasonable efforts to (i) cause the Registration Statement to be
     declared effective under the Securities Act as promptly as practicable
     after such filing and (ii) respond as promptly as practicable to any
     comments made by the SEC. Each party hereto shall also take such action
     as may be reasonably required to cause the shares of (i) Western
     Resources Common Stock issuable in connection with the Stock
     Contribution and the Western Resources Stock Distribution to be
     registered or to obtain an exemption from registration under applicable
     state "blue sky" or securities laws and (ii) New KC Common Stock
     issuable in connection with the KGE Merger and the KCPL Merger to be
     registered or to obtain an exemption from registration under applicable
     state  blue sky" or securities laws; provided, however, that no party
     shall be required to register or qualify as a foreign corporation or to
     take other action which would subject it to service of process in any
     jurisdiction where the Surviving Corporation will not be, following the
     KGE Merger, so subject.  Each of the parties hereto shall furnish all
     information concerning itself which is required or customary for
     inclusion in the Joint Proxy/Registration Statement. The parties shall
     use reasonable efforts to cause the shares of (i) Western Resources
     Common Stock issuable in the Stock Contribution and the Western
     Resources Stock Distribution and (ii) New KC Common Stock issuable in
     the KCPL Merger and the KGE Merger, to be approved for listing on the
     NYSE upon official notice of issuance. The information provided by any
     party hereto for use in the Joint Proxy/Registration Statement shall be
     true and correct in all material respects without omission of any
     material fact which is required to make such information not false or
     misleading. No representation, covenant or agreement is made by any
     party hereto with respect to information supplied by any other party for
     inclusion in the Joint Proxy Statement/Registration Statement.

          (b)  Letter of KCPL's Accountants.  KCPL shall use its best
     efforts to cause to be delivered to Western Resources letters of
     Coopers & Lybrand, dated a date within two business days before the date
     of the Joint Proxy/Registration Statement, and addressed to Western
     Resources, in form and substance reasonably satisfactory to Western
     Resources and customary in scope and substance for "cold comfort"
     letters delivered by independent public accountants in connection with
     registration statements on Form S-4.

          (c)  Letter of Western Resources' Accountants.  Western Resources
     shall use its best efforts to cause to be delivered to KCPL a letter of
     Arthur Andersen LLP, dated a date within two business days before the
     date of the Joint Proxy/Registration Statement, and addressed to KCPL,
     in form and substance reasonably satisfactory to KCPL and customary in
     scope and substance for "cold comfort" letters delivered by independent
     public accountants in connection with registration statements on Form
     S-4.

          (d)  Fairness Opinions.  It shall be a condition to the mailing
     of the Joint Proxy/Registration Statement to the shareholders of KCPL
     and Western Resources that (i) KCPL shall have received an opinion from
     Merrill Lynch, dated the date of the Joint Proxy/Registration Statement,
     to the effect that, as of the date thereof, the consideration to be
     received by the holders of KCPL Common Stock (other than Western
     Resources and its Affiliates) in the KCPL Merger and the Western
     Resources Stock Distribution, taken as a whole, is fair to such holders
     from a financial point of view and (ii) Western Resources shall have
     received an opinion from Salomon, dated the date of the Joint Proxy/
     Registration Statement, to the effect that, as of the date thereof the
     Aggregate Consideration is fair from a financial point of view to
     Western Resources.

          Section 9.3  Regulatory Matters.

          (a)  HSR Filings.  Each party hereto shall file or cause to be
     filed with the Federal Trade Commission and the Department of Justice
     any notifications required to be filed by its respective "ultimate
     parent" company under the Hart-Scott-Rodino Antitrust Improvements Act
     of 1976, as amended (the "HSR Act"), and the rules and regulations
     promulgated thereunder with respect to the transactions contemplated
     hereby. Such parties will use all commercially reasonable efforts to
     make such filings in a timely manner and to respond on a timely basis to
     any requests for additional information made by either of such agencies.

          (b)  Other Regulatory Approvals.  Each party hereto shall
     cooperate and use its best efforts to promptly prepare and file all
     necessary documentation, to effect all necessary applications, notices,
     petitions, filings and other documents, and to use all commercially
     reasonable efforts to obtain all necessary permits, consents, approvals
     and authorizations of all Governmental Authorities necessary or
     advisable to obtain the KCPL  Required Statutory Approvals and the
     Western Resources Required Statutory Approvals.

          Section 9.4  Shareholder Approval.

          (a)  Approval of KCPL Shareholders.  Subject to the provisions of
     Section 9.4(c) and Section 9.4(d), KCPL shall, as soon as reasonably
     practicable after the date hereof (i) take all steps necessary to duly
     call, give notice of, convene and hold a meeting of its shareholders
     (the "KCPL Meeting") for the purpose of securing the KCPL Shareholders'
     Approval, (ii) distribute to its shareholders the Proxy Statement in
     accordance with applicable federal and state law and with its Restated
     Articles of Consolidation and by-laws, (iii) subject to the fiduciary
     duties of its Board of Directors, recommend to its shareholders the
     approval of the KCPL Merger, this Agreement and the transactions
     contemplated hereby, and (iv) cooperate and consult with Western
     Resources with respect to each of the foregoing matters.

          (b)  Approval of Western Resources Shareholders.  Subject to the
     provisions of Section 9.4(c) and Section 9.4(d), Western Resources
     shall, as soon as reasonably practicable after the date hereof (i) take
     all steps necessary to duly call, give notice of, convene and hold a
     meeting of its shareholders (the "Western Resources Meeting") for the
     purpose of securing the Western Resources Shareholders' Approval, (ii)
     distribute to its shareholders the Proxy Statement in accordance with
     applicable federal and state law and with the Western Resources Articles
     and the by-laws of Western Resources (the "Western Resources By-Laws"),
     (iii) subject to the fiduciary duties of its Board of Directors,
     recommend to its shareholders the approval of this Agreement and the
     transactions contemplated hereby, including without limitation the Asset
     Contribution, the Stock Contribution and the issuance of shares of
     Western Resources Common Stock to be contributed to KGE pursuant to the
     Stock Contribution, and (iv) cooperate and consult with KCPL with
     respect to each of the foregoing matters.

          (c)  Meeting Date.  The Western Resources Meeting for the purpose
     of securing the Western Resources Shareholders' Approval and the KCPL
     Meeting for the purpose of securing the KCPL Shareholders' Approval
     shall be held as soon as practicable, or at such other time as KCPL and
     Western Resources shall mutually determine in writing.

          (d)  Fairness Opinions Not Withdrawn.  It shall be a condition to
     the obligation of KCPL to hold the KCPL Meeting that the opinion of
     Merrill Lynch, referred to in Section 9.2(d), shall not have been
     withdrawn, and it shall be a condition to the obligation of Western
     Resources to hold the Western Resources Meeting that the opinion of
     Salomon, referred to in Section 9.2(d), shall not have been withdrawn.

          Section 9.5  Directors' and Officers' Indemnification.

          (a)  Indemnification.  To the extent, if any, not provided by an
     existing right of indemnification or other agreement or policy, from and
     after the KGE Effective Time, the Surviving Corporation shall, to the
     fullest extent permitted by applicable law, indemnify, defend and hold
     harmless each person who is now, or has been at any time prior to the
     date hereof, or who becomes prior to the KGE Effective Time, an officer,
     director or employee of any of the parties hereto or their respective
     Subsidiaries (each an "Indemnified Party" and collectively, the
     "Indemnified Parties") against (i) all losses, expenses (including
     reasonable attorney's fees and expenses), claims, damages or liabilities
     or, subject to the proviso of the next succeeding sentence, amounts paid
     in settlement, arising out of actions or omissions occurring at or prior
     to the KGE Effective Time (and whether asserted or claimed prior to, at
     or after the KGE Effective Time) that are, in whole or in part, based on
     or arising out of the fact that such person is or was a director,
     officer or employee of such party (the "Indemnified Liabilities"), and
     (ii) all Indemnified Liabilities to the extent they are based on or
     arise out of or pertain to the transactions contemplated by this
     Agreement. In the event of any such loss, expense, claim, damage or
     liability (whether or not arising before the KGE Effective Time), (i)
     the Surviving Corporation shall pay the reasonable fees and expenses of
     counsel selected by the Indemnified Parties, which counsel shall be
     reasonably satisfactory to the Surviving Corporation, promptly after
     statements therefor are received and otherwise advance to such
     Indemnified Party upon request reimbursement of documented expenses
     reasonably incurred, in either case to the extent not prohibited by the
     KGCC, (ii) the Surviving Corporation will cooperate in the defense of
     any such matter and (iii) any determination required to be made with
     respect to whether an Indemnified Party's conduct complies with the
     standards set forth under the KGCC and the certificate of incorporation
     or by-laws of the Surviving Corporation shall be made by independent
     counsel mutually acceptable to the Surviving Corporation and the
     Indemnified Party; provided, however, that the Surviving Corporation
     shall not be liable for any settlement effected without its written
     consent (which consent shall not be unreasonably withheld). The
     Indemnified Parties as a group may retain only one law firm with respect
     to each related matter except to the extent there is, in the opinion of
     counsel to an Indemnified Party, under applicable standards of
     professional conduct, a conflict on any significant issue between
     positions of such Indemnified Party and any other Indemnified Party or
     Indemnified Parties.

          (b)  Insurance.  For a period of six years after the KGE
     Effective Time, the Surviving Corporation shall cause to be maintained
     in effect policies of directors and officers' liability insurance
     maintained by KCPL and Western Resources for the benefit of those
     persons who are currently covered by such policies on terms no less
     favorable than the terms of such current insurance coverage; provided,
     however, that the Surviving Corporation shall not be required to expend
     in any year an amount in excess of 150% of the annual aggregate premiums
     currently paid by KCPL and Western Resources for such insurance; and
     provided, further, that if the annual premiums of such insurance
     coverage exceed such amount, the Surviving Corporation shall be
     obligated to obtain a policy with the best coverage available, in the
     reasonable judgment of the Board of Directors of the Surviving
     Corporation, for a cost not exceeding such amount.

          (c)  Successors.  In the event the Surviving Corporation or any
     of its successors or assigns (i) consolidates with or merges into any
     other person or entity and shall not be the continuing or surviving
     corporation or entity of such consolidation or merger or (ii) transfers
     all or substantially all of its properties and assets to any person or
     entity, then and in either such case, proper provisions shall be made so
     that the successors and assigns of the Surviving Corporation shall
     assume the obligations set forth in this Section 9.5.

          (d)  Survival of Indemnification.  To the fullest extent
     permitted by law, from and after the KGE Effective Time, all rights to
     indemnification as of the date hereof in favor of the employees, agents,
     directors and officers of KCPL, New KC, Western Resources and KGE and
     their respective Subsidiaries with respect to their activities as such
     prior to the KGE Effective Time, as provided in their respective
     articles of incorporation and by-laws in effect on the date thereof, or
     otherwise in effect on the date hereof, shall survive the KGE Merger and
     shall continue in full force and effect for a period of not less than
     six years from the KGE Effective Time.

          (e)  Benefit.  The provisions of this Section 9.5 are intended to
     be for the benefit of, and shall be enforceable by, each Indemnified
     Party, his or her heirs and his or her representatives.

          Section 9.6  Public Announcements.  Subject to each party's
     disclosure obligations imposed by law, KCPL, New KC, Western Resources
     and KGE will cooperate with each other in the development and
     distribution of all news releases and other public information
     disclosures with respect to this Agreement or any of the transactions
     contemplated hereby and shall not issue any public announcement or
     statement with respect hereto or thereto without the consent of the
     other party (which consent shall not be unreasonably withheld).

          Section 9.7  Rule 145 Affiliates.  KCPL shall identify in a letter
     to Western Resources all persons who are, and to KCPL's knowledge who
     will be at the Closing Date, "affiliates" of KCPL as such term is used
     in Rule 145 under the Securities Act. KCPL shall use all reasonable
     efforts to cause its affiliates (including any person who may be deemed
     to have become such an affiliate after the date of the letter referred
     to in the prior sentence) to deliver to Western Resources on or prior to
     the Closing Date a written agreement substantially in the form attached
     as Exhibit 9.7 (each an "Affiliate Agreement").

          Section 9.8  Employee Agreements and Workforce Matters.

          (a)  Certain Employee Agreements.  Subject to Section 9.9 and
     Section 9.10, the Surviving Corporation and its Subsidiaries shall
     honor, without modification, all contracts, agreements, collective
     bargaining agreements, severance agreements between KCPL and certain of
     its officers and commitments of the parties prior to the date hereof
     that have previously been provided to Western Resources and that are
     disclosed in Section 6.10 of the KCPL Disclosure Schedule and that apply
     to any current or former employee or current or former director of the
     parties hereto; provided, however, that this undertaking is not intended
     to prevent the Surviving Corporation from enforcing such contracts,
     agreements, collective bargaining agreements and commitments in
     accordance with their terms, including, without limitation, any reserved
     right to amend, modify, suspend, revoke or terminate any such contract,
     agreement, collective bargaining agreement or commitment.

          (b)  Workforce Matters.  Subject to applicable bargaining
     agreements, Western Resources shall treat the employees of the Surviving
     Corporation as a single workforce, and shall use its best effort to
     conduct its employee management practices on a fair and equitable basis,
     without regard to any employee's place of employment prior to the KGE
     Effective Time.

          Section 9.9  Employee Benefit Plans.

          (a)  Company Plans. (i) From the KGE Effective Time until the
     first anniversary of the KGE Effective Time, New KC shall provide to
     employees of the Surviving Corporation who were employees of KCPL prior
     to the KGE Effective Time ("KCPL Employees") benefits which are no less
     favorable in the aggregate than the benefits provided to employees of
     KCPL as of the date hereof, (ii) between the first and second
     anniversaries of the KGE Effective Time, New KC may either provide KCPL
     Employees benefits which are no less favorable in the aggregate than the
     benefits provided to employees of KCPL as of the date hereof or provide
     to KCPL Employees benefits on the same terms as those applicable to
     other similarly situated former KGE employees, and (iii) after the
     second anniversary of the KGE Effective Time, New KC shall provide to
     KCPL Employees benefits on the same terms as those applicable to other
     similarly situated former KGE employees.  In the event New KC is unable
     to provide benefits to KCPL Employees on the same terms applicable to
     other similarly situated former KGE employees after the second
     anniversary of the KGE Effective Time, it shall continue to provide
     benefits which are no less favorable in the aggregate than the benefits
     provided to KCPL Employees as of the date hereof until such other
     benefits can be provided.  For purposes of this Section 9.9(a), the term
     "benefits" shall not include the following plans of KCPL: the Long Term
     Incentive Plan for Executives, the Auto Allowance, the Financial/Tax
     Allowance, the Incentive Compensation Plan, the Executive Long-Term and
     Short-Term Incentive Plan, the RESULTS Incentive Compensation Plan, the
     KLT, Inc. Annual Incentive Pay Plan and Long Term Incentive Plan, the Ad
     Hoc Bonus Program, the Retention/Hiring Bonus Program, the Sales and
     Marketing Incentive Plans, and the Bulk Power Sales Incentive Plan.

          (b)  Effect of the KCPL Merger and the KGE Merger.  The
     consummation of the KCPL Merger or the KGE Merger shall not be treated
     as a termination of employment for purposes of any Western Resources
     Benefit Plan or KCPL Benefit Plan.

          (c)  Credit for Past Service.  Without limitation of the
     foregoing provisions of this Section 9.9, each participant in any
     benefit plan of the Surviving Corporation shall receive credit for
     service with KCPL, Western Resources or KGE, as the case may be, for
     purposes of (i) eligibility to participate, vesting and eligibility to
     receive benefits under any benefit plan of the Surviving Corporation or
     any of its Subsidiaries or affiliates and (ii) benefit accrual under any
     severance or vacation pay plan; provided, however, that such crediting
     of service shall not operate to duplicate any benefit to any such
     participant or the funding for any such benefit.

          Section 9.10  Stock Options.  Prior to the KCPL Effective Time,
     KCPL shall take such actions as may be necessary such that immediately
     prior to the KCPL Effective Time, each option to purchase shares of KCPL
     Common Stock and any accrued dividend rights granted on such KCPL Common
     Stock (collectively, the "KCPL Stock Options") which is outstanding,
     whether or not then exercisable, shall be canceled and entitle the
     holder of any then exercisable KCPL Stock Options, upon surrender of all
     outstanding KCPL Stock Options, to receive in consideration of such
     cancellation an amount in cash from KCPL equal to the result of
     multiplying the number of shares of KCPL Common Stock previously subject
     to such KCPL Stock Option by the difference between (i) the sum of (x)
     the fair market value of the number of shares of Western Resources
     Common Stock (as determined by the average closing price of the Western
     Resources Common Stock for the five (5) consecutive trading day period
     occurring immediately following the distribution contemplated by
     Section 4.1) that such optionee would have received pursuant to
     Section 4.1 if such optionee had exercised a KCPL Stock Option to
     purchase one (1) share of KCPL Common Stock immediately prior to the
     KCPL Effective Time and (y) the fair market value of the number of
     shares of New KC Series A Common Stock (as determined by the average
     closing price of the New KC Series A Common Stock for the five (5)
     consecutive trading day period occurring immediately following the
     distribution contemplated by Section 4.1) that such optionee would have
     received pursuant to Section 2.4(a) if such optionee had exercised a
     KCPL Stock Option to purchase one (1) share of KCPL Common Stock
     immediately prior to the KCPL Effective Time and  (ii) the per share
     exercise price of such KCPL Stock Options.

          Section 9.11  No Solicitations.  From and after the date hereof,
     KCPL will not, and will not authorize or permit any of its
     Representatives to, directly or indirectly, solicit, initiate or
     encourage (including by way of furnishing information) or take any other
     action to facilitate knowingly any inquiries or the making of any
     proposal which constitutes or may reasonably be expected to lead to an
     Acquisition Proposal (as defined herein) from any person, or engage in
     any discussion or negotiations relating thereto or accept any
     Acquisition Proposal; provided, however, that notwithstanding any other
     provision hereof, KCPL may (i) at any time prior to the time KCPL's
     shareholders shall have voted to approve this Agreement, engage in
     discussions or negotiations with a third party who (without any
     solicitation, initiation, encouragement, discussion or negotiation,
     directly or indirectly, by or with KCPL or its Representatives after the
     date hereof) seeks to initiate such discussions or negotiations and may
     furnish such third party information concerning KCPL and its business,
     properties and assets if, and only to the extent that, (A) (x) the third
     party has first made an Acquisition Proposal that is financially
     superior to the transactions contemplated herein and has demonstrated
     that financing for the Acquisition Proposal is reasonably likely to be
     obtained (as determined in good faith by KCPL's Board of Directors after
     consultation with its financial advisors) and (y) KCPL's Board of
     Directors shall conclude in good faith, after considering applicable
     provisions of state law, on the basis of oral or written advice of
     outside counsel that such action is necessary for the KCPL Board of
     Directors to act in a manner consistent with its fiduciary duties under
     applicable law and (B) prior to furnishing such information to or
     entering into discussions or negotiations with such person or entity,
     KCPL (x) provides prompt notice to Western Resources to the effect that
     it is planning to furnish information to or enter into discussions or
     negotiations with such person or entity and (y) receives from such
     person or entity an executed confidentiality agreement in reasonably
     customary form on terms not in the aggregate materially more favorable
     to such person or entity than the terms contained in the Confidentiality
     Agreement, (ii) comply with Rule 14e-2 promulgated under the Exchange
     Act with regard to a tender or exchange offer, and/or (iii) accept an
     Acquisition Proposal from a third party, provided KCPL first terminates
     this Agreement pursuant to Section 11.1(e).  KCPL shall immediately
     cease and terminate any existing solicitation, initiation,
     encouragement, activity, discussion or negotiation with any parties
     conducted heretofore by KCPL or its Representatives with respect to the
     foregoing. KCPL shall notify Western Resources orally and in writing of
     any such inquiries, offers or proposals (including, without limitation,
     the terms and conditions of any such proposal and the identity of the
     person making it), within 24 hours of the receipt thereof, shall keep
     Western Resources informed of the status and details of any such
     inquiry, offer or proposal, and shall give Western Resources five days'
     advance notice of any agreement to be entered into with or any
     information to be supplied to any person making such inquiry, offer or
     proposal. As used herein, "Acquisition Proposal" shall mean a proposal
     or offer (other than by Western Resources, KGE or New KC) for a tender
     or exchange offer, merger, consolidation or other business combination
     involving KCPL or any KCPL Subsidiary or any proposal to acquire in any
     manner a substantial equity interest in or a substantial portion of the
     assets of KCPL  or any KCPL Subsidiary.

          Section 9.12  Board of Directors of New KC.  At the KGE Effective
     Time, Western Resources shall cause the initial Board of Directors of
     New KC to be comprised of six persons designated by Western Resources,
     and four persons selected from the Board of Directors of KCPL, in office
     as of the date hereof, designated by KCPL.  Thereafter, directors of New
     KC shall be nominated and elected in accordance with the procedures set
     forth in the New KC Articles and New KC By-Laws.

          Section 9.13  Post-Merger Operations.

          (a)  Principal Corporate Offices.  At the KGE Effective Time, (i)
     the executive headquarters of New KC shall be in Kansas City, Missouri,
     (ii) the customer service headquarters of New KC shall be in Wichita,
     Kansas, and (iii) the field operation headquarters of New KC shall be in
     Topeka, Kansas.

          (b)  Charities.  After the KGE Effective Time, the Surviving
     Corporation currently intends to provide charitable contributions and
     community support within the service areas of KCPL and Western Resources
     and each of their respective Subsidiaries at annual levels substantially
     comparable to the annual levels of charitable contributions and
     community support provided by KCPL and Western Resources and their
     respective Subsidiaries within their service areas during 1994 and 1995.

          (c)  Board of Directors of Western Resources.  At the KGE
     Effective Time, Western Resources shall cause to be nominated to the
     Board of Directors of Western Resources (to such class of directors as
     Western Resources shall determine in its sole discretion) the following
     persons: William H. Clark, Robert J. Dineen and Robert H. West.  No
     persons shall be substituted for the foregoing persons if any such
     person is not qualified or declines to serve as a director of Western
     Resources pursuant to the Western Resources Articles or the Western
     Resources By-Laws.

          (d)  Termination of Litigation. The parties hereto shall
     immediately dismiss, with each party bearing its own costs and
     litigation expenses, all proceedings pending between themselves and
     their affiliates, including without limitation KCPL v. Western
     Resources, Inc. et al., Civ. Action No. 96-552-CV-W-5 (W.D. Mo.), and
     each shall thereafter sign and deliver such further instruments as may
     be necessary in connection with such dismissals.

          (e)  Dividends.  Upon the KGE Effective Time, the dividend policy
     of New KC shall be set by the Board of Directors of New KC so as to
     achieve a payout ratio that is consistent with comparable electric
     utility companies.

          Section 9.14  Expenses.  Subject to Section 11.3, all costs and
     expenses incurred in connection with this Agreement and the transactions
     contemplated hereby shall be paid by the party incurring such expenses,
     except that those expenses incurred in connection with printing the
     Joint Proxy/Registration Statement, as well as the filing fee relating
     thereto, shall be shared equally by KCPL and Western Resources.

          Section 9.15  Transition Management.  The parties shall create a
     special transition management task force (the "Task Force") which shall
     be jointly headed by representatives appointed by and reasonably
     acceptable to the Chief Executive Officers of Western Resources and
     KCPL. The Task Force shall examine various alternatives regarding the
     manner in which to best organize and manage the business of the
     Surviving Corporation after the KGE Effective Time, subject to
     applicable law.

          Section 9.16  Purchase Accounting and Tax-Free Status.  Each party
     hereto agrees, as to itself and to each of its Subsidiaries, that after
     the date hereof and prior to the KGE Effective Time or earlier
     termination of this Agreement, except as expressly contemplated or
     permitted in this Agreement:

       (a)  Purchase Accounting.  Western Resources and New KC shall
     account for the KGE Merger and the KCPL Merger under the purchase method
     of accounting in accordance with the provisions of Accounting Principles
     Board Opinion No. 16, "Business Combinations."

       (b)  Tax-Free Status.  None of the  parties hereto shall, nor shall
     any party hereto permit any of its Subsidiaries or any employees,
     officers or directors of such party or of any of its Subsidiaries to,
     take any actions which would, or would be reasonably likely to,
     adversely affect the ability of the KCPL Merger or the KGE Merger to
     qualify for tax-free treatment under the Code, both to the parties and
     their respective shareholders (except for any cash received in lieu of
     fractional shares), and each party hereto shall use all reasonable
     efforts to achieve such result.

          Section 9.17  Further Assurances.  Each party will, and will cause
     its Subsidiaries to, execute such further documents and instruments and
     take such further actions, including the application for any necessary
     regulatory approvals or exemptions, as may reasonably be requested by
     any other party in order to consummate the transactions contemplated
     hereby in accordance with the terms hereof.

          Section 9.18  Interim Dividends.  The last record date of each of
     KCPL and Western Resources on or prior to the KGE Effective Time which
     relates to a regular quarterly dividend on KCPL Common Stock or Western
     Resources Common Stock, as the case may be, shall be the same date and
     shall be prior to the KGE Effective Time.

          Section 9.19  Redemption of Certain Western Resources $100
     Preferred.  Prior to the KGE Effective Time, the Board of Directors of
     Western Resources shall call for redemption all outstanding shares of 4
     1/2% Western Resources $100 Preferred Stock, 4 1/4% Western Resources
     $100 Preferred Stock and 5% Western Resources $100 Preferred Stock at a
     redemption price equal to the amount set forth in the Western Resources
     Articles, together with all dividends accrued and unpaid to the date of
     such redemption and take all other required actions so that all shares
     of 4 1/2% Western Resources $100 Preferred Stock, 4 1/4% Western
     Resources $100 Preferred Stock and 5% Western Resources $100 Preferred
     Stock shall be redeemed and no such shares shall be deemed to be
     outstanding at the KGE Effective Time or entitled to vote on the
     approval of this Agreement and the transactions contemplated hereby.


                          ARTICLE X

                         CONDITIONS

          Section 10.1  Conditions to Each Party's Obligation to Effect the
     KGE Merger and the KCPL Merger.  The respective obligations of each
     party to effect the KGE Merger or the KCPL Merger, as the case may be,
     shall be subject to the satisfaction on or prior to the Closing Date of
     the following conditions, except, to the extent permitted by applicable
     law, that such conditions may be waived in writing pursuant to
     Section 11.5 by the joint action of the parties hereto:

       (a)  Shareholder Approvals.  The Western Resources Shareholders'
     Approval and the KCPL Shareholders' Approval shall have been obtained.

       (b)  No Injunction.  No temporary restraining order or preliminary
     or permanent injunction or other order by any federal or state court
     preventing consummation of the KGE Merger or the KCPL Merger shall have
     been issued and be continuing in effect, and the KGE Merger, the KCPL
     Merger and the other transactions contemplated hereby shall not have
     been prohibited under any applicable federal or state law or regulation.

       (c)  Registration Statement.  The Registration Statement shall have
     become effective in accordance with the provisions of the Securities
     Act, and no stop order suspending such effectiveness shall have been
     issued and remain in effect.

       (d)  Listing of Shares.  The shares of Western Resources Common
     Stock issuable in the Stock Contribution and the Western Resources Stock
     Distribution and the shares of New KC Common Stock issuable in the KCPL
     Merger and the KGE Merger shall have been approved for listing on the
     NYSE upon official notice of issuance.

       (e)  Required Statutory Approvals.  The KCPL Required Statutory
     Approvals and the Western Resources Required Statutory Approvals shall
     have been obtained at or prior to the KCPL Effective Time and such
     approvals shall have become Final Orders (as defined below). A "Final
     Order" means action by the relevant regulatory authority which has not
     been reversed, stayed, enjoined, set aside, annulled or suspended, with
     respect to which any waiting period prescribed by law before the
     transactions contemplated hereby may be consummated has expired, and as
     to which all conditions to the consummation of such transactions
     prescribed by law, regulation or order have been satisfied.

       (f)  Permits.  To the extent that the continued lawful operations of
     the business of KCPL or any of its Subsidiaries after the KCPL Merger or
     to the extent that the continued lawful operations of the business of
     Western Resources, KGE, New KC, or any of their respective Subsidiaries
     after the KGE Merger require that any license, permit or other
     governmental approval be transferred to the Surviving Corporation or
     issued to the Surviving Corporation, such licenses, permits or other
     authorizations shall have been transferred or reissued to the Surviving
     Corporation at or before the Closing Date, except where the failure to
     transfer or reissue such licenses, permits or other authorizations would
     not have a material adverse effect on the business, assets, financial
     condition, results of operations or prospects of the Surviving
     Corporation and its Subsidiaries taken as a whole immediately after the
     KGE Effective Time.

       (g)  Tax Confirmation.  Western Resources shall have received
     confirmation in form and substance reasonably satisfactory to Western
     Resources from the Kansas tax authorities that no sales or use tax is
     payable in connection with the Asset Contribution.

          Section 10.2  Conditions to Obligation of Western Resources, KGE
     and New KC to Effect the KGE Merger.  The obligation of Western
     Resources, KGE and New KC to effect the KGE Merger shall be further
     subject to the satisfaction, on or prior to the Closing Date, of the
     following conditions, except as may be waived by Western Resources, KGE
     and New KC in writing pursuant to Section 11.5:

       (a)  Performance of Obligations of KCPL.  KCPL (and/or its
     appropriate Subsidiaries) will have performed in all material respects
     their agreements and covenants contained in or contemplated by this
     Agreement which are required to be performed by them at or prior to the
     KGE Effective Time including, without limitation, agreements and
     covenants contained in Section 2.4(c) hereof.

       (b)  Representations and Warranties.  The representations and
     warranties of KCPL set forth in this Agreement shall be true and correct
     (i) on and as of the date hereof and (ii) on and as of the Closing Date
     with the same effect as though such representations and warranties had
     been made on and as of the Closing Date (except for representations and
     warranties that expressly speak only as of a specific date or time which
     need only be true and correct as of such date or time) except in each of
     cases (i) and (ii) for such failures of representations or warranties to
     be true and correct (without giving effect to any materiality
     qualification or standard contained in any such representations and
     warranties) which, individually or in the aggregate, would not result in
     a KCPL Material Adverse Effect.

       (c)  Closing Certificates.  Western Resources shall have received a
     certificate signed by the chief financial officer of KCPL, dated the
     Closing Date, to the effect that, to the best of such officer's
     knowledge, the conditions set forth in Section 10.2(a) and
     Section 10.2(b) have been satisfied.

       (d)  KCPL Material Adverse Effect.  No KCPL Material Adverse Effect
     shall have occurred.

       (e)  KCPL Required Consents. The KCPL Required Consents the failure
     of which to obtain would have a KCPL Material Adverse Effect, shall have
     been obtained.

       (f)  Affiliate Agreements.  Western Resources shall have received
     Affiliate Agreements, duly executed by each "Affiliate" of KCPL,
     substantially in the form of Exhibit 9.7, as provided in Section 9.7.

       (g)  1935 Act.  Western Resources shall be reasonably satisfied
     that, following the KGE Effective Time, it shall be exempt from all
     provisions of the 1935 Act other than Section 9(a)(2) thereof.

       (h)  Statutory Approvals.  Western Resources shall be reasonably
     satisfied that the Final Orders, other than any Final Order issued by
     FERC, with respect to the KCPL Required Statutory Approvals and the
     Western Resources Required Statutory Approvals shall not impose terms or
     conditions which, individually or in the aggregate, would have, or
     insofar as reasonably can be foreseen, are likely to have a material
     adverse effect on the business, assets, financial condition or results
     of operations of the Surviving Corporation or a material adverse effect
     on the benefits anticipated by Western Resources as a result of the
     consummation of the transactions contemplated by this Agreement.

       (i)  FERC Approval.  Western Resources shall be reasonably satisfied
     that any Final Order issued by FERC with respect to the KCPL Required
     Statutory Approvals and the Western Resources Required Statutory
     Approvals shall not impose terms or conditions which, individually or in
     the aggregate, would have, or insofar as reasonably can be foreseen, are
     likely to have a material adverse effect on the business, assets,
     financial condition or results of operations of the Surviving
     Corporation or a material adverse effect on the benefits anticipated by
     Western Resources as a result of the consummation of the transactions
     contemplated by this Agreement.

       (j)  Tax Opinion.  Western Resources shall have received an opinion
     from Sullivan & Cromwell, counsel to Western Resources, in form and
     substance reasonably satisfactory to Western Resources, dated as of the
     Closing, substantially to the effect that (i) the KCPL Merger will
     qualify as a reorganization within the meaning of Section 368(a) of the
     Code and (ii) the KGE Merger will qualify as a reorganization within the
     meaning of Section 368(a) of the Code and (iii) no gain or loss will be
     recognized by the shareholders of KGE or Western Resources as a result
     of the KGE Merger.  In rendering such opinion, Sullivan & Cromwell may
     require and rely upon representations contained in certificates of
     officers of KCPL, Western Resources and others.

       (k)  Maximum Number of Dissenting Shares.  The aggregate number of
     Dissenting Shares shall not be greater than 5.5% of the outstanding
     shares of KCPL Common Stock as of the KCPL Effective Time.

       (l)  KCPL Merger.  The KCPL Merger shall have been consummated in
     accordance with the terms of this Agreement.

          Section 10.3  Conditions to Obligation of KCPL to Effect the KCPL
     Merger.  The obligation of KCPL to effect the KCPL Merger shall be
     further subject to the satisfaction, on or prior to the Closing Date, of
     the following conditions, except as may be waived by KCPL in writing
     pursuant to Section 11.5:

       (a)  Performance of Obligations of Western Resources, KGE and New
     KC.  Western Resources, KGE and New KC (and/or their appropriate
     Subsidiaries) will have performed in all material respects their
     agreements and covenants contained in or contemplated by this Agreement
     which are required to be performed by them at or prior to the KGE
     Effective Time.

       (b)  Representations and Warranties.  The representations and
     warranties of Western Resources, KGE and New KC set forth in this
     Agreement shall be true and correct (i) on and as of the date hereof and
     (ii) on and as of the Closing Date with the same effect as though such
     representations and warranties had been made on and as of the Closing
     Date (except for representations and warranties that expressly speak
     only as of a specific date or time which need only be true and correct
     as of such date or time) except in each of cases (i) and (ii) for such
     failures of representations or warranties to be true and correct
     (without giving effect to any materiality qualification or standard
     contained in any such representations and warranties) which,
     individually or in the aggregate, would not result in a Western
     Resources Material Adverse Effect.

       (c)  Closing Certificates.  KCPL shall have received a certificate
     signed by the chief financial officer of Western Resources, dated the
     Closing Date, to the effect that, to the best of such officer's
     knowledge, the conditions set forth in Section 10.3(a) and
     Section 10.3(b) have been satisfied.

       (d)  Western Resources Material Adverse Effect.  No Western
     Resources Material Adverse Effect shall have occurred.

       (e)  Western Resources Required Consents.  The Western Resources
     Required Consents the failure of which to obtain would have a Western
     Resources Material Adverse Effect shall have been obtained.

       (f)  Statutory Approvals.  KCPL shall be reasonably satisfied that
     the Final Orders, other than any Final Order issued by FERC, with
     respect to the KCPL Required Statutory Approvals and the Western
     Resources Required Statutory Approvals shall not impose terms or
     conditions which, individually or in the aggregate, would have, or
     insofar as reasonably can be foreseen, are likely to have a material
     adverse effect on the business, assets, financial condition or results
     of operations of the Surviving Corporation.

       (g)  FERC Approval.  KCPL shall be reasonably satisfied that any
     Final Order issued by FERC with respect to the KCPL Required Statutory
     Approvals and the Western Resources Required Statutory Approvals shall
     not impose terms or conditions which, individually or in the aggregate,
     would have, or insofar as reasonably can be foreseen, are likely to have
     a material adverse effect on the business, assets, financial condition
     or results of operations of the Surviving Corporation.

       (h)  Tax Opinion.  KCPL shall have received an opinion from Skadden,
     Arps Slate, Meagher & Flom, LLP, counsel to KCPL, in form and substance
     reasonably satisfactory to KCPL, dated as of the Closing, substantially
     to the effect that (i) the KCPL Merger will qualify as a reorganization
     within the meaning of Section 368(a) of the Code, (ii) the KGE Merger
     will qualify as a reorganization within the meaning of Section 368(a) of
     the Code, and (iii) other than in respect of cash paid in lieu of
     fractional shares, no gain or loss will be recognized by the
     shareholders of New KC or KCPL as a result of either the KCPL Merger or
     the KGE Merger.  In rendering such opinion, Skadden, Arps, Slate,
     Meagher & Flom, LLP may require and rely upon representations contained
     in certificates of officers of KCPL, Western Resources and others.

       (i)  Asset and Stock Contribution; KGE Merger.  The Asset
     Contribution and the Stock Contribution shall have been consummated in
     accordance with the terms of this Agreement and all conditions to
     Western Resources' and New KC's obligations to effect the KGE Merger
     shall have been satisfied or waived.


                         ARTICLE XI

              TERMINATION, AMENDMENT AND WAIVER

          Section 11.1  Termination.  For purposes of this Article XI, only
     Western Resources and KCPL shall have the right to terminate this
     Agreement.  References to a party under this Article XI shall mean
     Western Resources, KGE and New KC, on the one hand, or KCPL, on the
     other hand.  This Agreement may be terminated at any time prior to the
     Closing Date, whether before or after approval by the shareholders of
     the respective parties hereto contemplated by this Agreement:

       (a)  by mutual written consent of the Boards of Directors of KCPL
     and Western Resources;

       (b)(i) by either party if there has been any breach of any
     representations, warranties, covenants or agreements on the part of the
     other set forth in this Agreement, which breaches individually or in the
     aggregate would result in a Western Resources Material Adverse Effect or
     a KCPL Material Adverse Effect, as the case may be, and, which breaches
     have not been cured within 20 business days following receipt by the
     breaching party of notice of such breach or adequate assurance of such
     cure shall not have been given by or on behalf of the breaching party
     within such 20 business-day period, (ii) by either party, if the KCPL
     Board of Directors or any committee thereof (A) shall withdraw or modify
     in any adverse manner its approval or recommendation of this Agreement
     or the transactions contemplated hereby, (B) shall fail to reaffirm such
     approval or recommendation upon Western Resources' request, (C) shall
     approve or recommend any acquisition of KCPL or a material portion of
     its assets or any tender offer for shares of capital stock of KCPL, in
     each case, other than by Western Resources or an Affiliate thereof or
     (D) shall resolve to take any of the actions specified in clause (A),
     (B) or (C), or (iii) by either party, if any state or federal law,
     order, rule or regulation is adopted or issued, which has the effect, as
     supported by the written opinion of outside counsel for such party, of
     prohibiting the transactions contemplated hereby, or by any party hereto
     if any court of competent jurisdiction in the United States or any state
     shall have issued an order, judgment or decree permanently restraining,
     enjoining or otherwise prohibiting the transactions contemplated hereby,
     and such order, judgment or decree shall have become final and
     nonappealable;

       (c)  by either party hereto, by written notice to the other party,
     if the KCPL Effective Time shall not have occurred on or before December
     31, 1999 (the "Termination Date"); provided, however, that the right to
     terminate the Agreement under this Section 11.1(c) shall not be
     available to any party whose failure to fulfill any obligation under
     this Agreement has been the cause of, or resulted in, the failure of the
     KCPL Effective Time to occur on or before this date;

       (d)  by either party hereto, by written notice to the other party,
     if (i) the Western Resources Shareholders' Approval shall not have been
     obtained at a duly held Western Resources Meeting, including any
     adjournments thereof, or the KCPL Shareholders' Approval shall not have
     been obtained at a duly held KCPL Meeting, including any adjournments
     thereof or (ii) the Western Resources Shareholders' Approval and the
     KCPL Shareholders' Approval shall not have been obtained on or before
     August 31, 1998;

       (e)  by KCPL, prior to the approval of this Agreement by the
     shareholders of KCPL, upon five days' prior notice to Western Resources,
     if, as a result of an Acquisition Proposal by a party other than Western
     Resources or any of its Affiliates, the Board of Directors of KCPL
     determines in good faith, after considering applicable provisions of
     state law, on the basis of oral or written advice of outside counsel
     that acceptance of the Acquisition Proposal is necessary for the KCPL
     Board of Directors to act in a manner consistent with its fiduciary
     duties under applicable law; provided, however, that (i) the Board of
     Directors of KCPL shall have concluded in good faith, after considering
     applicable provisions of state law and after giving effect to all
     concessions which may be offered by Western Resources pursuant to clause
     (ii) below, on the basis of oral or written advice of outside counsel
     that such action is necessary for the Board of Directors to act in a
     manner consistent with its fiduciary duties under applicable law and
     (ii) prior to any such termination, KCPL shall, and shall cause its
     respective financial and legal advisors to, negotiate with Western
     Resources to make such adjustments in the terms and conditions of this
     Agreement as would enable KCPL to proceed with the transactions
     contemplated herein; or

       (f)  by either party hereto, by the delivery of written notice to
     the other party not later than 5:00 p.m., New York City time, on the
     fifth NYSE trading day prior to the scheduled KGE Effective Time (the
     parties agreeing that each party shall have at least ten NYSE trading
     days' notice of the KGE Effective Time), if the Western Resources Index
     Price is less than or equal to $29.78.

          Section 11.2  Effect of Termination.  In the event of termination
     of this Agreement by either KCPL or Western Resources pursuant to
     Section 11.1 there shall be no liability on the part of any party hereto
     or their respective officers or directors hereunder, except that
     Section 9.14 and Section 11.3, the agreement contained in the last
     sentence of Section 9.1, Section 12.2 and Section 12.8 shall survive the
     termination.

          Section 11.3  Termination Fee; Expenses.

          (a)  KCPL Termination Fee.  If (i) this Agreement (A) is
     terminated by Western Resources pursuant to Section 11.1(b)(i), (B) is
     terminated by KCPL pursuant to Section 11.1(e), (C) is terminated as a
     result of KCPL's breach of Section 9.4, or (D) is terminated because the
     shareholders of KCPL do not approve the transactions contemplated
     hereby, (ii) at the time of such termination or prior to the meeting of
     KCPL's shareholders there shall have been made an Acquisition Proposal
     involving KCPL or any of its Affiliates (whether or not such Acquisition
     Proposal shall have been rejected or shall have been withdrawn prior to
     the time of such termination or of such meeting) and (iii) within two
     and one-half years of the termination of this Agreement KCPL or any of
     its Affiliates becomes a Subsidiary of the party which has made such
     Acquisition Proposal or a Subsidiary of an Affiliate of such party or
     accepts a written offer to consummate or consummates an Acquisition
     Proposal with such party or an Affiliate thereof, then KCPL (jointly and
     severally with its Affiliates), upon the signing of a definitive
     agreement relating to such Acquisition Proposal, or, if no such
     agreement is signed, then at the closing (and as a condition to the
     closing) of KCPL becoming such a Subsidiary or of such Acquisition
     Proposal, KCPL shall pay to Western Resources a termination fee equal to
     $50 million in cash.  If on or before the Termination Date all of the
     conditions to Closing set forth in Sections 10.1, 10.2 and 10.3 hereof
     other than the condition set forth in Section 10.3(h) hereof shall have
     been fulfilled, and KCPL shall decline to waive such condition, then
     immediately following the Termination Date KCPL shall reimburse Western
     Resources for any and all expenses of Western Resources with respect to
     this Agreement and the transactions contemplated hereby, up to a maximum
     reimbursement of Western Resources by KCPL of $5 million.

          (b)  Western Resources Fees.  If on or before the Termination
     Date all of the conditions to the Closing set forth in Sections 10.1,
     10.2 and 10.3 hereof other than any condition set forth in Sections
     10.2(g), 10.2(h), 10.2(i) or 10.2(j) hereof shall have been fulfilled,
     and Western Resources shall decline to waive such condition, then
     immediately following the Termination Date Western Resources shall
     reimburse KCPL for any and all expenses of KCPL with respect to this
     Agreement and the transactions contemplated hereby, up to a maximum
     reimbursement of KCPL by Western Resources of $5 million in the case of
     the conditions set forth in Section 10.2(h) or 10.2(j), $25 million in
     the case of the conditions set forth in Section 10.2(i), and $35 million
     in the case of Section 10.2(g); provided, however, that Western
     Resources shall be required to reimburse KCPL's expenses in respect of
     the failure of only one of the foregoing closing conditions to be
     satisfied.

          (c)  Expenses.  The parties agree that the agreements contained
     in this Section 11.3 are an integral part of the transactions
     contemplated by this Agreement and constitute liquidated damages and not
     a penalty. Notwithstanding anything to the contrary contained in this
     Section 11.3, if one party fails to promptly pay to the other any fee
     due under Sections 11.3(a) or (b), in addition to any amounts paid or
     payable pursuant to such sections, the defaulting party shall pay the
     costs and expenses (including legal fees and expenses) in connection
     with any action, including the filing of any lawsuit or other legal
     action, taken to collect payment, together with interest on the amount
     of any unpaid fee at the publicly announced prime rate of Citibank, N.A.
     from the date such fee was required to be paid.

          Section 11.4  Amendment.  This Agreement may be amended by the
     Boards of Directors of the parties hereto, at any time before or after
     approval hereof by the shareholders of KCPL and Western Resources and
     prior to the KGE Effective Time, but after such approvals, no such
     amendment shall (a) alter or change the amount or kind of shares, rights
     or any of the proceedings of the treatment of shares under Article I,
     Article II, Article III and Article IV or (b) alter or change any of the
     terms and conditions of this Agreement if any of the alterations or
     changes, alone or in the aggregate, would materially adversely affect
     the rights of holders of KCPL Common Stock or Western Resources Common
     Stock, except for alterations or changes that could otherwise be adopted
     by the Board of Directors of the Surviving Corporation, without the
     further approval of such shareholders, as applicable. This Agreement may
     not be amended except by an instrument in writing signed on behalf of
     each of the parties hereto.

          Section 11.5  Waiver.  At any time prior to the KGE Effective
     Time, a party hereto may (a) extend the time for the performance of any
     of the obligations or other acts of the other party hereto, (b) waive
     any inaccuracies in the representations and warranties of the other
     party contained herein or in any document delivered pursuant hereto and
     (c) waive compliance with any of the agreements or conditions of the
     other party contained herein, to the extent permitted by applicable law.
     Any agreement on the part of a party hereto to any such extension or
     waiver shall be valid if set forth in an instrument in writing signed on
     behalf of such party.

          Section 11.6  Standstill Agreements.

            (a)  Upon Termination. If this Agreement is terminated pursuant
     to Section 11.1(a), 11.1(b), 11.1(c) or 11.1(d) hereof, other than for a
     termination (i) by Western Resources pursuant to Section 11.1(b)(i),
     (ii) by either party pursuant to Section 11.1(b)(ii), (iii) by either
     party pursuant to Section 11.1(d) as a result of the failure to obtain
     the KCPL Shareholder's Approval, and (iv) by either party pursuant to
     Section 11.1(c) if one or more of the conditions set forth in
     Section 10.2(a), 10.2(b), 10.2(c), 10.2(d), 10.2(e) and 10.2(f) shall
     not have been fulfilled or waived by Western Resources, for a period of
     three years from and after the date of such termination Western
     Resources shall not, and shall not permit any of its Subsidiaries to,
     unless permitted in writing by KCPL (a) in any manner acquire, agree to
     acquire or make any proposal to acquire, directly or indirectly, any
     securities or property of KCPL or any of its Subsidiaries, (b) seek or
     propose to enter into directly or indirectly, any merger, business
     combination, tender offer, exchange offer, sale or purchase of assets or
     securities, dissolution, liquidation, recapitalization, restructuring or
     similar transaction of or involving KCPL or any of its Subsidiaries or
     to purchase, directly or indirectly, a material portion of the assets of
     KCPL or any of its Subsidiaries, (c) make, or in any way participate,
     directly or indirectly, in any "solicitation" of "proxies" (as such
     terms are used in the proxy rules of the SEC) or consents to vote, or
     seek to advise or influence any person with respect to the voting of,
     any voting securities of KCPL or any of its Subsidiaries, (d) form, join
     or in any way participate in a "group" (within the meaning of
     Section 13(d)(3) of the Exchange Act) with respect to any voting
     security of KCPL or any of its Subsidiaries, (e) otherwise act, alone or
     in concert with others, to seek to control or influence the management,
     Board of Directors or policies of KCPL, (f) have any discussions or
     enter into any arrangements, understandings or agreements (whether
     written or oral) with, or advise, finance, assist or encourage, any
     other persons in connection with any of the foregoing, or make any
     investment in any other person that engages, or offers or proposes to
     engage, in any of the foregoing (it being understood that, without
     limiting the generality of the foregoing, Western Resources shall not be
     permitted to act as a joint bidder or co-bidder with any other person
     with respect to KCPL or any of its Subsidiaries), or (g) make any
     publicly disclosed proposal regarding any of the foregoing.  The
     provisions of this Section 11.6 shall cease to apply in the event that a
     third party, not acting in concert or affiliated with Western Resources,
     (i) makes a proposal to acquire or merge with KCPL or to acquire all or
     substantially all of the assets of KCPL or a KCPL Subsidiary or (ii)
     acquires 10% or more of the KCPL Common Stock.

            (b)  New KC.  (i) For the purposes of this Section 11.6(b),
     each of the following terms shall have the following meaning:

          "Western Resources Group" shall mean Western Resources, its
     Subsidiaries and Affiliates, and any person acting on behalf of Western
     Resources or any of such Subsidiaries or Affiliates.

          "Voting Securities" shall mean the shares of New KC Common Stock
     and any other issued and outstanding securities of New KC generally
     entitled to vote for the election of directors of New KC and other
     matters for which the holders of New KC Common Stock are entitled to
     vote.

          "Independent Director" shall mean any New KC director that is not
     an employee or director of Western Resources or an employee of New KC.
     Western Resources agrees that for so long as Western Resources shall
     own, directly or indirectly, more than 50 percent of the issued and
     outstanding Voting Securities of New KC, and in any case for not more
     than ten years from the Closing Date, Western Resources shall vote all
     shares of Voting Securities beneficially owned by Western Resources to
     elect, and New KC shall use its best efforts to cause to be elected, at
     least three Independent Directors to the board of directors of New KC.

          (ii) Except as set forth in clauses (iii) and (iv) below, during
     the period beginning on, and ending on the tenth anniversary of, the
     Closing Date (unless earlier terminated pursuant to the provisions of
     this Agreement), Western Resources shall not, and shall cause the other
     members of the Western Resources Group not to, directly or indirectly,
     (A) in any manner acquire, agree to acquire, make any proposal to
     acquire or announce or disclose any intention to make a proposal to
     acquire, directly or indirectly, any Voting Securities, except pursuant
     to the KGE Merger in accordance with the terms and conditions of this
     Agreement or (B) propose to enter into, or announce or disclose any
     intention to propose to enter into, directly or indirectly, any merger
     or business combination involving New KC or to purchase, directly or
     indirectly, all or substantially all of the assets of New KC.

          (iii)  Notwithstanding the provisions of clause (ii) above,
     following the Closing Date Western Resources may in any manner acquire
     Voting Securities representing in the aggregate up to but not exceeding
     the greater of 85% of the Voting Securities on a fully diluted basis or
     88.5% of the Voting Securities on a primary basis.

          (iv) Notwithstanding the provisions of clause (ii) above,
     following the Closing Date, Western Resources may make a tender offer or
     exchange offer for all outstanding shares of New KC Common Stock or
     Voting Securities or take any of the actions described in clause (ii)(B)
     above; provided that any such action satisfies the following additional
     requirements (x) if a tender offer, the offer must be a "tender offer"
     for purposes of, and must be made in compliance with, Rules 14d-1 and
     13e-3 under the Exchange Act (or any successor provisions thereto), and
     (y) any such action must be at a price and on terms that are fair to the
     stockholders of New KC (as determined by a majority of the Independent
     Directors after the receipt of a fairness opinion with respect to any
     such proposed transaction from a nationally recognized investment
     banking firm selected by a majority of the Independent Directors and
     reasonably acceptable to Western Resources), and must be approved by a
     majority of the Independent Directors.


                         ARTICLE XII

                     GENERAL PROVISIONS

          Section 12.1  Non-Survival; Effect of Representations and
     Warranties.  No representations or warranties in this Agreement shall
     survive the KGE Effective Time, except as otherwise provided in this
     Agreement.

          Section 12.2  Brokers.  KCPL represents and warrants that, except
     for Merrill Lynch whose fees have been disclosed to Western Resources
     prior to the date hereof, no broker, finder or investment banker is
     entitled to any brokerage, finder's or other fee or commission in
     connection with the KGE Merger, the KCPL Merger or the transactions
     contemplated by this Agreement based upon arrangements made by or on
     behalf of KCPL.  Western Resources, New KC and KGE represent and warrant
     that, except for Salomon, whose fees have been disclosed to KCPL prior
     to the date hereof, and except for certain soliciting dealer
     arrangements the material terms and conditions of which have been
     publicly disclosed by Western Resources, New KC or KGE prior to the date
     hereof, no broker, finder or investment banker is entitled to any
     brokerage, finder's or other fee or commission in connection with the
     KGE Merger or the transactions contemplated by this Agreement based upon
     arrangements made by or on behalf of Western Resources, New KC or KGE.

          Section 12.3  Notices.  All notices and other communications
     hereunder shall be in writing and shall be deemed given (a) when
     delivered personally, (b) when sent by reputable overnight courier
     service, or (c) when telecopied (which is confirmed by copy sent within
     one business day by a reputable overnight courier service) to the
     parties at the following addresses (or at such other address for a party
     as shall be specified by like notice):

       (i)  If to KCPL, to:

               Kansas City Power & Light Company
               1201 Walnut
               Kansas City, Missouri 64106
               Attn: Chief Executive Officer
               Telecopy: (816) 556-2418
               Telephone: (816) 556-2200

               with a copy to:

               Skadden, Arps, Slate, Meagher & Flom, LLP
               919 Third Avenue
               New York, New York 10022
               Attn: Nancy A. Lieberman, Esq.
               Telecopy: (212) 735-2000
               Telephone:  (212) 735-3000

       (ii) If to Western Resources, New KC or KGE, to:

               Western Resources, Inc.
               818 Kansas Ave.
               Topeka, Kansas 66612
               Attn.  Chief Executive Officer

               with a copy to:

               John K. Rosenberg
               Executive Vice President and General Counsel
               818 Kansas Ave.
               Topeka, Kansas 66612

               and

               Sullivan & Cromwell
               125 Broad Street
               New York, New York 10004
               Attn: Francis J. Aquila, Esq.
               Telecopy: (212) 558-3588
               Telephone:  (212) 558-4000

          Section 12.4  Miscellaneous.  This Agreement (including the
     documents and instruments referred to herein) (a) constitutes the entire
     agreement and supersedes all other prior agreements and understandings,
     both written and oral, among the parties, or any of them, with respect
     to the subject matter hereof other than the Confidentiality Agreement,
     (b) shall not be assigned by either party and (c) shall be governed by
     and construed in accordance with the laws of the State of Kansas
     applicable to contracts executed in and to be fully performed in such
     State, without giving effect to its conflicts of law rules or principles
     and except to the extent the provisions of this Agreement (including the
     documents or instruments referred to herein) are expressly governed by
     or derive their authority from the KGCC.

          Section 12.5  Interpretation.  When a reference is made in this
     Agreement to Sections or Exhibits, such reference shall be to a Section
     or Exhibit of this Agreement, respectively, unless otherwise indicated.
     The table of contents and headings contained in this Agreement are for
     reference purposes only and shall not affect in any way the meaning or
     interpretation of this Agreement. Whenever the words "include,"
     "includes" or "including" are used in this Agreement, they shall be
     deemed to be followed by the words "without limitation."  When a
     reference is made in this Agreement to the "knowledge" of Western
     Resources, such reference shall also refer to the knowledge of New KC
     and KGE.

          Section 12.6  Counterparts; Effect.  This Agreement may be
     executed in one or more counterparts, each of which shall be deemed to
     be an original, but all of which shall constitute one and the same
     agreement.

          Section 12.7  Parties' Interest.  This Agreement shall be binding
     upon and inure solely to the benefit of each party hereto, and, except
     for rights of Indemnified Parties as set forth in Section 9.5, nothing
     in this Agreement, express or implied, is intended to confer upon any
     other person any rights or remedies of any nature whatsoever under or by
     reason of this Agreement.

          Section 12.8  Waiver of Jury Trial and Certain Damages.  Each
     party to this Agreement waives, to the fullest extent permitted by
     applicable law, (a) any right it may have to a trial by jury in respect
     of any action, suit or proceeding arising out of or relating to this
     Agreement and (b) without limitation to Section 11.3, any right it may
     have to receive damages from any other party based on any theory of
     liability for any special, indirect, consequential (including lost
     profits) or punitive damages.

          Section 12.9  Enforcement.  The parties agree that irreparable
     damage would occur in the event that any of the provisions of this
     Agreement were not performed in accordance with their specific terms or
     were otherwise breached. It is accordingly agreed that the parties shall
     be entitled to an injunction or injunctions to prevent breaches of this
     Agreement and to enforce specifically the terms and provisions of this
     Agreement in any court of the United States located in the State of
     Kansas or in Kansas state court, this being in addition to any other
     remedy to which they are entitled at law or in equity. In addition, each
     of the parties hereto (a) consents to submit itself to the personal
     jurisdiction of any federal court located in the State of Kansas or any
     Kansas state court in the event any dispute arises out of this Agreement
     or any of the transactions contemplated by this Agreement, (b) agrees
     that it will not attempt to deny such personal jurisdiction by motion or
     other request for leave from any such court and (c) agrees that it will
     not bring any action relating to this Agreement or any of the
     transactions contemplated by this Agreement in any court other than a
     federal or state court sitting in the State of Kansas.

          Section 12.10  Severability.  The provisions of this Agreement
     shall be deemed severable and the invalidity or unenforceability of any
     provision shall not affect the validity or enforceability of the other
     provisions hereof.  If any provision of this Agreement, or the
     application thereof to any person or entity or any circumstance, is
     invalid or unenforceable, (a) a suitable and equitable provision shall
     be substituted therefor in order to carry out, so far as may be valid
     and enforceable, the intent and purpose of such invalid or unenforceable
     provision and (b) the remainder of this Agreement and the application of
     such provision to other persons, entities or circumstances shall not be
     affected by such invalidity or unenforceability, nor shall such
     invalidity or unenforceability affect the validity or enforceability of
     such provision, or the application thereof, in any other jurisdiction.

          Section 12.11  Anti-dilution.  The Western Resources Index Price
     and the Conversion Ratio and any Western Resources share price referred
     to in this Agreement shall be appropriately adjusted in the case of any
     stock dividend, reclassification, recapitalization, split-up,
     combination or subdivision with respect to the common stock of Western
     Resources.


     <PAGE>
          IN WITNESS WHEREOF, the parties hereto have caused this Agreement
     to be signed by their respective officers thereunto duly authorized as
     of the date first written above.


                                   KANSAS CITY POWER & LIGHT
                                   COMPANY


     Attest:   /s/ Jeanie Sell Latz     By:  /s/ A. Drue Jennings
            Secretary                A. Drue Jennings
                                     Chairman of the Board, President
                                     and Chief Executive Officer

                                   WESTERN RESOURCES, INC.



     Attest:   /s/ Richard D. Terrill   By:  /s/ John E. Hayes, Jr.
            Secretary                John E. Hayes, Jr.
                                     Chairman of the Board and
                                     Chief Executive Officer

                                   KANSAS GAS AND ELECTRIC
                                   COMPANY


     Attest:   /s/ Richard D. Terrill   By:  /s/ William B. Moore
          Secretary                  William B. Moore
                                     Chairman of the Board and
                                     President

                                   NKC, INC.


     Attest:   /s/ Richard D. Terrill   By:  /s/ John K. Rosenberg
          Secretary                  John K. Rosenberg
                                     President



     <PAGE>           TABLE OF CONTENTS

                                                        Page


                   ARTICLE ITHE CONTRIBUTIONS

     Section 1.1  The Asset Contribution . . . . . . . . . 2
     Section 1.2  Liabilities Assumed. . . . . . . . . . . 3
     Section 1.3  Retained Liabilities . . . . . . . . . . 3
     Section 1.4  Instruments of Transfer. . . . . . . . . 3
     Section 1.5  Assignment or Assumption of Contract Rights 4
     Section 1.6  The Stock Contribution . . . . . . . . . 4
     Section 1.7  Certain Taxes. . . . . . . . . . . . . . 5

         ARTICLE IIMERGER OF KCPL WITH AND INTO NEW KC

     Section 2.1  The KCPL Merger. . . . . . . . . . . . . 5
     Section 2.2  Effects of the KCPL Merger . . . . . . . 5
     Section 2.3  Effective Time of the KCPL Merger. . . . 6
     Section 2.4  Effect of the KCPL Merger on KCPL and New KC Capital Stock 6
     Section 2.5  Debt of New KC . . . . . . . . . . . . . 7
     Section 2.6  Name of New KC . . . . . . . . . . . . . 7

         ARTICLE IIIMERGER OF KGE WITH AND INTO NEW KC

     Section 3.1  The KGE Merger . . . . . . . . . . . . . 7
     Section 3.2  Effects of the KGE Merger. . . . . . . . 8
     Section 3.3  Effective Time of the KGE Merger . . . . 8
     Section 3.4  Effect of the KGE Merger on KGE Capital Stock 8
     Section 3.5  Effect of the KGE Merger on Certain Western Resources
     Common Stock. . . . . . . . . . . . . . . . . . . . . 8

               ARTICLE IVADDITIONAL TRANSACTIONS

     Section 4.1  Distribution of Western Resources Common Stock 9
     Section 4.2  Distribution of KLT Capital Stock to Western Resources 9
     Section 4.3  Conversion of New KC Series B Common Stock Owned by Western
     Resources . . . . . . . . . . . . . . . . . . . . . . 9

                      ARTICLE VTHE CLOSING

     Section 5.1  Closing. . . . . . . . . . . . . . . . . 9
     ARTICLE VIREPRESENTATIONS AND WARRANTIES OF KCPL
     Section 6.1  Organization and Qualification . . . .  10
     Section 6.2  Subsidiaries . . . . . . . . . . . . .  10
     Section 6.3  Capitalization . . . . . . . . . . . .  11
     Section 6.4  Authority; Non-Contravention; Statutory Approvals;
     Compliance. . . . . . . . . . . . . . . . . . . . .  12
     Section 6.5  Reports and Financial Statements . . .  13
     Section 6.6  Absence of Certain Changes or Events .  14
     Section 6.7  Litigation . . . . . . . . . . . . . .  14
     Section 6.8  Registration Statement and Proxy Statement 15
     Section 6.9  Tax Matters. . . . . . . . . . . . . .  15
     Section 6.10  Employee Matters; ERISA . . . . . . .  17
     Section 6.11  Environmental Protection. . . . . . .  19
     Section 6.12  Regulation as a Utility . . . . . . .  21
     Section 6.13  Vote Required . . . . . . . . . . . .  21
     Section 6.14  Article Twelfth of KCPL's Restated Articles of
     Consolidation . . . . . . . . . . . . . . . . . . .  21
     Section 6.15  Opinion of Financial Advisor. . . . .  21
     Section 6.16  Insurance . . . . . . . . . . . . . .  21
     Section 6.17  KCPL not a Related Person . . . . . .  22
     Section 6.18  Takeover Statutes . . . . . . . . . .  22
     Section 6.19  Termination of UtiliCorp Agreement. .  22
                          ARTICLE VII

               REPRESENTATIONS AND WARRANTIES OF
               WESTERN RESOURCES, KGE AND NEW KC

     Section 7.1  Organization and Qualification . . . . .23
     Section 7.2  Subsidiaries . . . . . . . . . . . . . .23
     Section 7.3  Capitalization . . . . . . . . . . . . .23
     Section 7.4  Authority; Non-Contravention; Statutory Approvals;
     Compliance. . . . . . . . . . . . . . . . . . . . . .25
     Section 7.5  Reports and Financial Statements . . . .26
     Section 7.6  Absence of Certain Changes or Events . .27
     Section 7.7  Litigation . . . . . . . . . . . . . . .27
     Section 7.8  Registration Statement and Proxy Statement28
     Section 7.9  Tax Matters. . . . . . . . . . . . . . .28
     Section 7.10  Employee Matters; ERISA . . . . . . . .29
     Section 7.11  Environmental Protection. . . . . . . .31
     Section 7.12  Regulation as a Utility . . . . . . . .32
     Section 7.13  Vote Required . . . . . . . . . . . . .32
     Section 7.14  Article XI (Business Combination with Interested
     Shareholder) of Western Resources' Articles of Incorporation33
     Section 7.15  Opinion of Financial Advisor. . . . . .33
     Section 7.16  Insurance . . . . . . . . . . . . . . .33
     Section 7.17  Western Resources not an Interested Shareholder33
     Section 7.18  Takeover Statutes . . . . . . . . . . .34
     Section 7.19 No Prior Operations of New KC. . . . . .34
     Section 7.20 Title to Properties. . . . . . . . . . .34
     Section 7.21 Condition of Assets. . . . . . . . . . .35
     Section 7.22 Accounts Receivable. . . . . . . . . . .35

     ARTICLE VIIICONDUCT OF BUSINESS PENDING THE KGE MERGER

     Section 8.1  Covenants of KCPL. . . . . . . . . . . .35
     Section 8.2  Covenants of Western Resources, New KC and KGE41

                ARTICLE IXADDITIONAL AGREEMENTS

     Section 9.1  Access to Information. . . . . . . . . .42
     Section 9.2  Joint Proxy Statement and Registration Statement43
     Section 9.3  Regulatory Matters . . . . . . . . . . .44
     Section 9.4  Shareholder Approval . . . . . . . . . .44
     Section 9.5  Directors' and Officers' Indemnification45
     Section 9.6  Public Announcements . . . . . . . . . .47
     Section 9.7  Rule 145 Affiliates. . . . . . . . . . .47
     Section 9.8  Employee Agreements and Workforce Matters47
     Section 9.9  Employee Benefit Plans . . . . . . . . .47
     Section 9.10  Stock Options . . . . . . . . . . . . .48
     Section 9.11  No Solicitations. . . . . . . . . . . .49
     Section 9.12  Board of Directors of New KC. . . . . .50
     Section 9.13  Post-Merger Operations. . . . . . . . .50
     Section 9.14  Expenses. . . . . . . . . . . . . . . .51
     Section 9.15  Transition Management . . . . . . . . .51
     Section 9.16  Purchase Accounting and Tax-Free Status51
     Section 9.17  Further Assurances. . . . . . . . . . .51
     Section 9.18  Interim Dividends . . . . . . . . . . .52
     Section 9.19  Redemption of Certain Western Resources $100 Preferred52

                      ARTICLE XCONDITIONS

     Section 10.1  Conditions to Each Party's Obligation to Effect the KGE
     Merger and the KCPL Merger. . . . . . . . . . . . . .52
     Section 10.2  Conditions to Obligation of Western Resources, KGE and New
     KC to Effect the KGE Merger . . . . . . . . . . . . .53
     Section 10.3  Conditions to Obligation of KCPL to Effect the KCPL Merger55

          ARTICLE XITERMINATION, AMENDMENT AND WAIVER

     Section 11.1  Termination . . . . . . . . . . . . . .57
     Section 11.2  Effect of Termination . . . . . . . . .58
     Section 11.3  Termination Fee; Expenses . . . . . . .58
     Section 11.4  Amendment . . . . . . . . . . . . . . .59
     Section 11.5  Waiver. . . . . . . . . . . . . . . . .60
     Section 11.6  Standstill Agreements . . . . . . . . .60

                 ARTICLE XIIGENERAL PROVISIONS

     Section 12.1  Non-Survival; Effect of Representations and Warranties62
     Section 12.2  Brokers . . . . . . . . . . . . . . . .62
     Section 12.3  Notices . . . . . . . . . . . . . . . .62
     Section 12.4  Miscellaneous . . . . . . . . . . . . .64
     Section 12.5  Interpretation. . . . . . . . . . . . .64
     Section 12.6  Counterparts; Effect. . . . . . . . . .64
     Section 12.7  Parties' Interest . . . . . . . . . . .64
     Section 12.8  Waiver of Jury Trial and Certain Damages64
     Section 12.9  Enforcement . . . . . . . . . . . . . .64
     Section 12.10  Severability . . . . . . . . . . . . .65
     Section 12.11  Anti-dilution. . . . . . . . . . . . .65


     <PAGE>
                  INDEX OF PRINCIPAL TERMS

                                                        Page

     1935 Act. . . . . . . . . . . . . . . . . . . . . . .10
     4 1/2% Western Resources $100 Preferred . . . . . . .24
     4 1/4% Western Resources $100 Preferred . . . . . . .24
     5% Western Resources $100 Preferred . . . . . . . . .24
     Accounts Receivable . . . . . . . . . . . . . . . . .35
     Acquisition Proposal. . . . . . . . . . . . . . . . .50
     Affiliate . . . . . . . . . . . . . . . . . . . . . .22
     Affiliate Agreement . . . . . . . . . . . . . . . . .47
     Aggregate Consideration . . . . . . . . . . . . . . . 9
     Agreement . . . . . . . . . . . . . . . . . . . . . . 1
     Asset Contribution. . . . . . . . . . . . . . . . . . 1
     Assumed Liabilities . . . . . . . . . . . . . . . . . 3
     Atomic Energy Act . . . . . . . . . . . . . . . . . .13
     Closing . . . . . . . . . . . . . . . . . . . . . . . 9
     Closing Agreement . . . . . . . . . . . . . . . . . .16
     Closing Date. . . . . . . . . . . . . . . . . . . . .10
     Code. . . . . . . . . . . . . . . . . . . . . . . . . 2
     Confidentiality Agreement . . . . . . . . . . . . . .42
     Control . . . . . . . . . . . . . . . . . . . . . . .22
     Controlled By . . . . . . . . . . . . . . . . . . . .22
     Conversion Ratio. . . . . . . . . . . . . . . . . . . 4
     Dissenting Shareholders . . . . . . . . . . . . . . . 6
     Dissenting Shares . . . . . . . . . . . . . . . . . . 6
     Easements . . . . . . . . . . . . . . . . . . . . . .35
     Environmental Claim . . . . . . . . . . . . . . . . .20
     Environmental Laws. . . . . . . . . . . . . . . . . .20
     Environmental Permits . . . . . . . . . . . . . . . .19
     ERISA . . . . . . . . . . . . . . . . . . . . . . . .17
     Exchange Act. . . . . . . . . . . . . . . . . . . . .13
     FERC. . . . . . . . . . . . . . . . . . . . . . . . .13
     Final Order . . . . . . . . . . . . . . . . . . . . .53
     GAAP. . . . . . . . . . . . . . . . . . . . . . . . .14
     Governmental Authority. . . . . . . . . . . . . . . .13
     Hazardous Materials . . . . . . . . . . . . . . . . .20
     HSR Act . . . . . . . . . . . . . . . . . . . . . . .44
     Indemnified Liabilities . . . . . . . . . . . . . . .45
     Indemnified Parties . . . . . . . . . . . . . . . . .45
     Indemnified Party . . . . . . . . . . . . . . . . . .45
     Investments . . . . . . . . . . . . . . . . . . . . .36
     IRS . . . . . . . . . . . . . . . . . . . . . . . . .17
     Joint Proxy/Registration Statement. . . . . . . . . .43
     KCPL. . . . . . . . . . . . . . . . . . . . . . . . . 1
     KCPL Benefit Plans. . . . . . . . . . . . . . . . . .17
     KCPL Business Plan. . . . . . . . . . . . . . . . . .35
     KCPL Common Stock . . . . . . . . . . . . . . . . . . 4
     KCPL Cumulative Preferred . . . . . . . . . . . . . .11
     KCPL Disclosure Schedule. . . . . . . . . . . . . . .10
     KCPL Effective Time . . . . . . . . . . . . . . . . . 6
     KCPL Employees. . . . . . . . . . . . . . . . . . . .47
     KCPL Financial Statements . . . . . . . . . . . . . .14
     KCPL Material Adverse Effect. . . . . . . . . . . . .14
     KCPL Meeting. . . . . . . . . . . . . . . . . . . . .44
     KCPL Merger . . . . . . . . . . . . . . . . . . . . . 1
     KCPL No Par Preferred . . . . . . . . . . . . . . . .11
     KCPL Preference Stock . . . . . . . . . . . . . . . .11
     KCPL Preferred Stock. . . . . . . . . . . . . . . . .11
     KCPL Required Consents. . . . . . . . . . . . . . . .12
     KCPL Required Statutory Approvals . . . . . . . . . .13
     KCPL SEC Reports. . . . . . . . . . . . . . . . . . .14
     KCPL Shareholders' Approval . . . . . . . . . . . . .21
     KCPL Stock Options. . . . . . . . . . . . . . . . . .48
     KCPL Stock Plans. . . . . . . . . . . . . . . . . . .11
     KCPL Subsidiary . . . . . . . . . . . . . . . . . . .10
     KGCC. . . . . . . . . . . . . . . . . . . . . . . . . 6
     KGE . . . . . . . . . . . . . . . . . . . . . . . . . 1
     KGE Common Stock. . . . . . . . . . . . . . . . . . . 8
     KGE Effective Time. . . . . . . . . . . . . . . . . . 8
     KGE Merger. . . . . . . . . . . . . . . . . . . . . . 1
     KLT . . . . . . . . . . . . . . . . . . . . . . . . . 7
     KLT Stock Distribution. . . . . . . . . . . . . . . . 9
     KPL . . . . . . . . . . . . . . . . . . . . . . . . . 1
     KPL Assets. . . . . . . . . . . . . . . . . . . . . . 2
     KPL Balance Sheet . . . . . . . . . . . . . . . . . . 3
     KPL Business. . . . . . . . . . . . . . . . . . . . . 1
     Lien. . . . . . . . . . . . . . . . . . . . . . . . .34
     Merrill Lynch . . . . . . . . . . . . . . . . . . . .21
     MGBCL . . . . . . . . . . . . . . . . . . . . . . . . 6
     New KC. . . . . . . . . . . . . . . . . . . . . . . . 1
     New KC Articles . . . . . . . . . . . . . . . . . . . 5
     New KC By-Laws. . . . . . . . . . . . . . . . . . . . 6
     New KC Common Stock . . . . . . . . . . . . . . . . .24
     New KC Series A Common Stock. . . . . . . . . . . . . 6
     New KC Series B Common Stock. . . . . . . . . . . . . 8
     Non-KPL Assets. . . . . . . . . . . . . . . . . . . . 2
     NRC . . . . . . . . . . . . . . . . . . . . . . . . .13
     NYSE. . . . . . . . . . . . . . . . . . . . . . . . . 5
     Original Agreement. . . . . . . . . . . . . . . . . . 1
     Original Execution Date . . . . . . . . . . . . . . . 1
     PBGC. . . . . . . . . . . . . . . . . . . . . . . . .18
     PCBs. . . . . . . . . . . . . . . . . . . . . . . . .20
     Permitted Liens . . . . . . . . . . . . . . . . . . .34
     Power Act . . . . . . . . . . . . . . . . . . . . . .13
     Proxy Statement . . . . . . . . . . . . . . . . . . .15
     Registration Statement. . . . . . . . . . . . . . . .15
     Release . . . . . . . . . . . . . . . . . . . . . . .21
     Representatives . . . . . . . . . . . . . . . . . . .42
     Salomon . . . . . . . . . . . . . . . . . . . . . . .33
     SEC . . . . . . . . . . . . . . . . . . . . . . . . .13
     Securities Act. . . . . . . . . . . . . . . . . . . .13
     Series B Conversion . . . . . . . . . . . . . . . . . 9
     Stock Contribution. . . . . . . . . . . . . . . . . . 1
     Subsidiary. . . . . . . . . . . . . . . . . . . . . .10
     Surviving Corporation . . . . . . . . . . . . . . . . 8
     Task Force. . . . . . . . . . . . . . . . . . . . . .51
     Tax Return. . . . . . . . . . . . . . . . . . . . . .15
     Tax Ruling. . . . . . . . . . . . . . . . . . . . . .16
     Taxes . . . . . . . . . . . . . . . . . . . . . . . .15
     Termination Date. . . . . . . . . . . . . . . . . . .57
     Under Common Control With . . . . . . . . . . . . . .22
     UtiliCorp . . . . . . . . . . . . . . . . . . . . . . 2
     Utilicorp Agreement . . . . . . . . . . . . . . . . . 2
     UtiliCorp Confidentiality Agreement . . . . . . . . .22
     Violation . . . . . . . . . . . . . . . . . . . . . .12
     Voting Debt . . . . . . . . . . . . . . . . . . . . .11
     Western Resources . . . . . . . . . . . . . . . . . . 1
     Western Resources $100 Preferred. . . . . . . . . . .23
     Western Resources Articles. . . . . . . . . . . . . .22
     Western Resources Benefit Plans . . . . . . . . . . .29
     Western Resources By-Laws . . . . . . . . . . . . . .45
     Western Resources Common Stock. . . . . . . . . . . . 4
     Western Resources Disclosure Schedule . . . . . . . .23
     Western Resources Financial Statements. . . . . . . .27
     Western Resources Index Price . . . . . . . . . . . . 5
     Western Resources Material Adverse Effect . . . . . .27
     Western Resources Meeting . . . . . . . . . . . . . .45
     Western Resources No-Par Preferred. . . . . . . . . .23
     Western Resources Preference Stock. . . . . . . . . .24
     Western Resources Preferred Stock . . . . . . . . . .24
     Western Resources Required Consents . . . . . . . . .25
     Western Resources Required Statutory Approvals. . . .25
     Western Resources SEC Reports . . . . . . . . . . . .26
     Western Resources Shareholders' Approval. . . . . . .33
     Western Resources Stock Distribution. . . . . . . . . 9
     Western Resources Subsidiary. . . . . . . . . . . . .23