<PAGE>

                                                                Exhibit 4 (c)

================================================================================

                        KANSAS GAS AND ELECTRIC COMPANY



                                      TO


                         HARRIS TRUST AND SAVINGS BANK

           (successor to Morgan Guaranty Trust Company of New York)

                                      and

                              JUDITH L. BARTOLINI
        (successor to W. A. Spooner, Henry A. Theis, Oliver R. Brooks,
             Wesley L. Baker, Edwin F. McMichael and R. Amundsen)

              as Trustees under Kansas Gas and Electric Company's
             Mortgage and Deed of Trust, Dated as of April 1, 1940

                        FORTIETH SUPPLEMENTAL INDENTURE

                      Providing, among other things, for

                 First Mortgage Bonds, 9-1/2% Series Due 2003

                           Dated as of June 28, 2000

================================================================================

<PAGE>

                        FORTIETH SUPPLEMENTAL INDENTURE

     INDENTURE, dated as of June 28, 2000, between KANSAS GAS AND ELECTRIC
COMPANY, a corporation of the State of Kansas (formerly named KCA Corporation
and successor by merger to Kansas Gas and Electric Company, a corporation of the
State of Kansas, hereinafter sometimes called the "CompanyKansas"), whose post
office address is 120 East First Street, Wichita, Kansas 67202 (hereinafter
sometimes called the "Company"), and Harris Trust and Savings Bank, a
corporation of the State of Illinois, whose post office address is c/o The Bank
of New York, 2 North LaSalle Street, suite 1020, Chicago, Illinois 60602
(successor to Morgan Guaranty Trust Company of New York (the "Predecessor
Trustee")), and JUDITH L. BARTOLINI (successor to W.A. Spooner, Henry A. Theis,
Oliver R. Brooks, Wesley L. Baker, Edwin F. McMichael and R. Amundsen, and being
hereinafter sometimes called the "Individual Trustee"), whose post office
address is 311 West Monroe Street, Chicago, Illinois, 60606 (the Corporate
Trustee and the Individual Trustee being hereinafter together sometimes called
the "Trustees"), as Trustees under the Mortgage and Deed of Trust, dated as of
April 1, 1940 (hereinafter called the "Mortgage"), which Mortgage was executed
and delivered by Kansas Gas and Electric Company, a corporation of the State of
West Virginia to which the Company-Kansas was successor by merger (hereinafter
sometimes called the "Company-West Virginia"), to secure the payment of bonds
issued or to be issued under and in accordance with the provisions of the
Mortgage, reference to which Mortgage is hereby made, this Indenture
(hereinafter sometimes called the "Fortieth Supplemental Indenture") being
supplemental thereto;

     WHEREAS, the Company-West Virginia caused the Mortgage to be filed for
record as a mortgage of real property and as a chattel mortgage in the offices
of the Registers of Deeds in various counties in the State of Kansas, and on
April 25, 1940 paid to the Register of Deeds of Sedgwick County, Kansas, that
being the County in which the Mortgage was first filed for record, the sum of
$40,000 in payment of the Kansas mortgage registration tax as provided by
Section 79-3101 et seq., General Statutes of Kansas 1935; and

     WHEREAS, by the Mortgage, the Company-West Virginia covenanted that it
would execute and deliver such supplemental indenture or indentures and such
further instruments and do such further acts as might be necessary or proper to
carry out more effectually the purposes of the Mortgage and to make subject to
the lien of the Mortgage any property thereafter acquired, intended to be
subject to the lien thereof; and

     WHEREAS, an instrument, dated May 31, 1949, was executed by the Company-
West Virginia appointing Oliver R. Brooks as Individual Trustee in succession to
said Henry A. Theis, resigned, under the Mortgage, and by Oliver R. Brooks
accepting the appointment as Individual Trustee under the Mortgage in succession
to said Henry A. Theis, which instrument was filed for record in the offices of
the Registers of Deeds in various counties in the State of Kansas; and

     WHEREAS, an instrument, dated March 3, 1958, was executed by the Company-
West Virginia appointing Wesley L. Baker as Individual Trustee in succession to
said Oliver R. Brooks, resigned, under the Mortgage, and by Wesley L. Baker
accepting the appointment as Individual Trustee under the Mortgage in succession
to said Oliver R. Brooks, which instrument was filed for record in the offices
of the Registers of Deeds in various counties in the State of Kansas; and

     WHEREAS, an instrument, dated November 20, 1969, was executed by the
Company-West Virginia appointing Edwin F. McMichael as Individual Trustee in
succession to said Wesley L. Baker, resigned, under the Mortgage, and by Edwin
F. McMichael accepting the appointment as Individual Trustee under the Mortgage
in succession to said Wesley L. Baker, which instrument was filed for record in
the offices of the Registers of Deeds in various counties in the State of
Kansas; and

     WHEREAS, by the Twenty-seventh Supplemental Indenture mentioned below, the
Company-Kansas, among other things, appointed R. Amundsen as Individual Trustee
in succession to said Edwin F. McMichael, resigned, under the Mortgage, and by
R. Amundsen accepting the appointment as Individual Trustee under the Mortgage
in succession to said Edwin F. McMichael; and
<PAGE>

                                      -2-


     WHEREAS, by the Thirty-second Supplemental Indenture mentioned below, the
Company-Kansas, among other things, appointed W. A. Spooner as Individual
Trustee in succession to said R. Amundsen, resigned, under the Mortgage, and by
W. A. Spooner accepting the appointment as Individual Trustee under the Mortgage
in succession to said R. Amundsen; and

     WHEREAS, by the Fortieth Supplemental Indenture mentioned below, the
Company-Kansas, among other things, appointed Judith L. Bartolini as Individual
Trustee in succession to said W.A. Spooner resigned, under the Mortgage, and by
Judith L. Bartolini accepting the appointment as Individual Trustee under the
Mortgage in succession to said W.A. Spooner; and

     WHEREAS, the Company-West Virginia executed and delivered to the Trustees a
First Supplemental Indenture, dated as of June 1, 1942 (which supplemental
indenture is hereinafter sometimes called the "First Supplemental Indenture");
and

     WHEREAS, the Company-West Virginia caused the First Supplemental Indenture
to be filed for record as a mortgage of real property and as a chattel mortgage
in the offices of the Registers of Deeds in various counties in the State of
Kansas, but paid no mortgage registration tax in connection with the recordation
of the First Supplemental Indenture, no such tax having been payable in
connection with such recordation; and

     WHEREAS, the Company-West Virginia executed and delivered to the Trustees
the following supplemental indentures:

<TABLE>
<CAPTION>

     Designation                                                         Dated as of
     ------------                                                        -----------
<S>                                                                      <C>
Second Supplemental Indenture..........................................  March 1, 1948
Third Supplemental Indenture...........................................  December 1, 1949
Fourth Supplemental Indenture..........................................  June 1, 1952
Fifth Supplemental Indenture...........................................  October 1, 1953
Sixth Supplemental Indenture...........................................  March 1, 1955
Seventh Supplemental Indenture.........................................  February 1, 1956
Eighth Supplemental Indenture..........................................  January 1, 1961
Ninth Supplemental Indenture...........................................  May 1, 1966
Tenth Supplemental Indenture...........................................  March 1, 1970
Eleventh Supplemental Indenture........................................  May 1, 1971
Twelfth Supplemental Indenture.........................................  March 1, 1972
</TABLE>

which supplemental indentures are hereinafter sometimes called the Second
through Twelfth Supplemental Indentures, respectively; and

     WHEREAS, the Company-West Virginia caused the Second through Eighth
Supplemental Indentures to be filed for record as a mortgage of real property
and as a chattel mortgage in the offices of the Registers of Deeds in various
counties in the State of Kansas, and caused the Ninth through Twelfth
Supplemental Indentures to be filed for record as a mortgage of real property in
the offices of the Registers of Deeds in various counties in the State of Kansas
and as a chattel mortgage in the Office of the Secretary of State of Kansas, and
on the following dates paid to the Register of Deeds of Sedgwick County, Kansas,
that being the County in which the
<PAGE>

                                      -3-


Second through Twelfth Supplemental Indentures were first filed for record as a
mortgage of real property, the following amounts:

<TABLE>
<CAPTION>

     Date                                                                                     Amount
     ----                                                                                     ------
<S>                                                                                         <C>
March 30, 1948...........................................................................     $12,500
December 7, 1949.........................................................................       7,500
June 17, 1952............................................................................      30,000
October 21, 1953.........................................................................      25,000
March 22, 1955...........................................................................      25,000
March 5, 1956............................................................................      17,500
January 24, 1961.........................................................................      17,500
May 17, 1966.............................................................................      40,000
March 10, 1970...........................................................................      87,500
May 19, 1971.............................................................................      87,500
March 23, 1972...........................................................................      62,500
</TABLE>

such amounts being in payment of the Kansas mortgage registration tax as
provided by the then currently applicable sections of the statutes of the State
of Kansas in effect on those dates; and

     WHEREAS, the Company-West Virginia was merged into the Company-Kansas on
May 31, 1973; and

     WHEREAS, in order to evidence the succession of the Company-Kansas to the
Company-West Virginia and the assumption by the Company-Kansas of the covenants
and conditions of the Company-West Virginia in the bonds and in the Mortgage
contained, and to enable the Company-Kansas to have and exercise the powers and
rights of the Company-West Virginia under the Mortgage in accordance with the
terms thereof, the Company-Kansas executed and delivered to the Trustees a
Thirteenth Supplemental Indenture, dated as of May 31, 1973 (which supplemental
indenture is hereinafter sometimes called the "Thirteenth Supplemental
Indenture"); and

     WHEREAS, the Company-Kansas caused the Thirteenth Supplemental Indenture to
be filed for record as a mortgage of real property in the offices of the
Registers of Deeds in various counties in the State of Kansas and as a chattel
mortgage in the Office of the Secretary of State of Kansas, but paid no mortgage
registration tax in connection with the recordation of the Thirteenth
Supplemental Indenture, no such tax having been payable in connection with such
recordation; and

     WHEREAS, the Company-Kansas executed and delivered to the Trustees the
following supplemental indentures:

<TABLE>
<CAPTION>

   Designation                                                           Dated as of
   -----------                                                           -----------

<S>                                                                     <C>
Fourteenth Supplemental Indenture.....................................  July 1, 1975
Fifteenth Supplemental Indenture......................................  December 1, 1975
Sixteenth Supplemental Indenture......................................  September 1, 1976
Seventeenth Supplemental Indenture....................................  March 1, 1977
Eighteenth Supplemental Indenture.....................................  May 1, 1977
Nineteenth Supplemental Indenture.....................................  August 1, 1977
Twentieth Supplemental Indenture......................................  March 15, 1978
Twenty-first Supplemental Indenture...................................  January 1, 1979
Twenty-second Supplemental Indenture..................................  April 1, 1980
Twenty-third Supplemental Indenture...................................  July 1, 1980
Twenty-fourth Supplemental Indenture..................................  August 1, 1980
</TABLE>
<PAGE>

                                      -4-
<TABLE>
<CAPTION>

         Designation                                                    Dates as of
         -----------                                                    -----------
<S>                                                                   <C>

Twenty-fifth Supplemental Indenture...................................  June 1, 1981
Twenty-sixth Supplemental Indenture...................................  December 1, 1981
Twenty-seventh Supplemental Indenture.................................  May 1, 1982
Twenty-eighth Supplemental Indenture..................................  March 15, 1984
Twenty-ninth Supplemental Indenture...................................  September 1, 1984
Thirtieth Supplemental Indenture......................................  September 1, 1984
Thirty-first Supplemental Indenture...................................  February 1, 1985
Thirty-second Supplemental Indenture..................................  April 15, 1986
Thirty-third Supplemental Indenture...................................  June 1, 1991
Thirty-fourth Supplemental Indenture..................................  March 31, 1992
Thirty-fifth Supplemental Indenture...................................  December 17, 1992
Thirty-sixth Supplemental Indenture...................................  August 12, 1993
Thirty-seventh Supplemental Indenture.................................  January 15, 1994
Thirty-eighth Supplemental Indenture..................................  March 1, 1994
Thirty-ninth Supplemental Indenture...................................  April 15, 1994
</TABLE>


which supplemental indentures are hereinafter sometimes called the Fourteenth
through Thirty-ninth Supplemental Indentures, respectively; and

     WHEREAS, the Company-Kansas caused the Fourteenth Supplemental Indenture to
be filed for record as a mortgage of real property in the offices of the
Registers of Deeds in various counties in the State of Kansas and as a chattel
mortgage in the Office of the Secretary of State of Kansas; and

     WHEREAS, the Company-Kansas caused the Fifteenth Supplemental Indenture to
be filed for record as a mortgage of real property in the office of the Register
of Deeds of Sedgwick County, Kansas (filed on December 10, 1975, Film 169, page
363), and as a chattel mortgage in the Office of the Secretary of State of
Kansas (filed on December 10, 1975 and indexed as No. 325,911); and

     WHEREAS, the Company-Kansas caused the Sixteenth Supplemental Indenture to
be filed for record as a mortgage of real property in the office of the Register
of Deeds of Sedgwick County, Kansas (filed on September 29, 1976, Film 21 1,
page 363), and as a chattel mortgage in the Office of the Secretary of State of
Kansas (filed on September 29, 1976 and indexed as No. 363,835); and

     WHEREAS, the Company-Kansas caused the Seventeenth Supplemental Indenture
to be filed for record as a mortgage of real property in the office of the
Register of Deeds of Sedgwick County, Kansas (filed on March 16, 1977, Film 234,
page 492), and as a chattel mortgage in the Office of the Secretary of State of
Kansas (filed on March 1, 1977 and indexed as No. 384,759); and

     WHEREAS, the Company-Kansas caused the Eighteenth Supplemental Indenture to
be filed for record as a mortgage of real property in the office of the Register
of Deeds of Sedgwick County, Kansas (filed on May 26, 1977, Film 246, page 655),
and as a chattel mortgage in the Office of the Secretary of State of Kansas
(filed on May 26, 1977 and indexed as No. 394,573); and

     WHEREAS, the Company-Kansas caused the Nineteenth Supplemental Indenture to
be filed for record as a mortgage of real property in the office of the Register
of Deeds of Sedgwick County, Kansas (filed on August 31, 1977, Film 263, page
882), and as a chattel mortgage in the Office of the Secretary of State of
Kansas (filed on September 1, 1977 and indexed as No. 406,577); and
<PAGE>

                                      -5-


     WHEREAS, the Company-Kansas caused the Twentieth Supplemental Indenture to
be filed for record as a mortgage of real property in the office of the Register
of Deeds of Sedgwick County, Kansas (filed on March 29, 1978, Film 297, pages
635-656), and as a chattel mortgage in the Office of the Secretary of State of
Kansas (filed on March 30, 1978 and indexed as No. 434,072); and

     WHEREAS, the Company-Kansas caused the Twenty-first Supplemental Indenture
to be filed for record as a mortgage of real property in the office of the
Register of Deeds of Sedgwick County, Kansas (filed on January 9, 1979, Film
345, page 648), and as a chattel mortgage in the Office of the Secretary of
State of Kansas (filed on January 10, 1979 and indexed as No. 470,851); and

     WHEREAS, the Company-Kansas caused the Twenty-second Supplemental Indenture
to be filed for record as a mortgage of real property in the office of the
Register of Deeds of Sedgwick County, Kansas (filed on April 2, 1980, Film 413,
page 1,468), and as a chattel mortgage in the Office of the Secretary of State
of Kansas (filed on April 3, 1980 and indexed as No. 533,415); and

     WHEREAS, the Company-Kansas caused the Twenty-third Supplemental Indenture
to be filed for record as a mortgage of real property in the office of the
Register of Deeds of Sedgwick County, Kansas (filed on July 1, 1980, Film 425,
page 1,003), and as a chattel mortgage in the Office of the Secretary of State
of Kansas (filed on July 2, 1980 and indexed as No. 546,185); and

     WHEREAS, the Company-Kansas caused the Twenty-fourth Supplemental Indenture
to be filed for record as a mortgage of real property in the office of the
Register of Deeds of Sedgwick County, Kansas (filed on August 28, 1980, Film
435, page 266), and as a chattel mortgage in the Office of the Secretary of
State of Kansas (filed on August 29, 1980 and indexed as No. 554,543); and

     WHEREAS, the Company-Kansas caused the Twenty-fifth Supplemental Indenture
to be filed for record as a mortgage of real property in the office of the
Register of Deeds of Sedgwick County, Kansas (filed on June 30, 1981, Film 483,
page 1,512), and as a chattel mortgage in the Office of the Secretary of State
of Kansas (filed on June 30, 1981 and indexed as No. 601,270); and

     WHEREAS, the Company-Kansas caused the Twenty-sixth Supplemental Indenture
to be filed for record as a mortgage of real property in the office of the
Register of Deeds of Sedgwick County, Kansas (filed on December 30, 1981, Film
510, page 300), and as a chattel mortgage in the Office of the Secretary of
State of Kansas (filed on December 31, 1981 and indexed as No. 628,293); and

     WHEREAS, the Company-Kansas caused the Twenty-seventh Supplemental
Indenture to be filed for record as a mortgage of real property in the office of
the Register of Deeds of Sedgwick County, Kansas (filed on May 6, 1982, Film
526, page 1,141), and as a chattel mortgage in the Office of the Secretary of
State of Kansas (filed on May 7, 1982 and indexed as No. 650,115); and

     WHEREAS, the Company-Kansas caused the Twenty-eighth Supplemental Indenture
to be filed for record as a mortgage of real property in the office of the
Register of Deeds of Sedgwick County, Kansas (filed on March 22, 1984, Film 645,
page 1,524), and as a chattel mortgage in the Office of the Secretary of State
of Kansas (filed on March 23, 1984 and indexed as No. 796,449); and

     WHEREAS, the Company-Kansas caused the Twenty-ninth Supplemental Indenture
to be filed for record as a mortgage of real property in the office of the
Register of Deeds of Sedgwick County, Kansas (filed on September 5, 1984, Film
681, page 763), and as a chattel mortgage in the Office of the Secretary of
State of Kansas (filed on September 6, 1984 and indexed as No. 852,425); and
<PAGE>

                                      -6-


     WHEREAS, the Company-Kansas caused the Thirtieth Supplemental Indenture to
be filed for record as a mortgage of real property in the office of the Register
of Deeds of Sedgwick County, Kansas (filed on September 12, 1984, Film 682, page
1,087), and as a chattel mortgage in the Office of the Secretary of State of
Kansas (filed on September 13, 1984 and indexed as No. 854,284); and

     WHEREAS, the Company-Kansas caused the Thirty-third Supplemental Indenture
to be filed for record as a mortgage of real property in the office of the
Register of Deeds of Sedgwick County, Kansas (filed on June 18, 1991, Film 1
177, page 0876), and as a security agreement in the Office of Secretary of State
of Kansas (filed on June 18, 1991 and indexed as No. 1,693,446); and

     WHEREAS, the Company on the following dates paid to the Register of Deeds
of Sedgwick County, Kansas, that being the County in which the Fourteenth
through Thirtieth Supplemental Indentures and the Thirty-third Supplemental
Indenture were first filed for record as a mortgage of real property, the
following amounts:

<TABLE>
<CAPTION>

   Date                                                                          Amount
   ----                                                                          -------
<S>                                                                            <C>
July 2, 1975..................................................................   $100,000
December 10, 1975.............................................................     48,750
September 29, 1976............................................................     62,500
March 16, 1977................................................................     62,500
May 26, 1977..................................................................     25,000
August 31, 1977...............................................................      6,100
March 29, 1978................................................................     62,500
January 9, 1979...............................................................     36,250
April 2, 1980.................................................................     67,500
July 1, 1980..................................................................     37,500
August 28, 1980...............................................................     63,750
June 30, 1981.................................................................     75,000
December 30, 1981.............................................................     62,500
May 6, 1982...................................................................    100,000
March 22, 1984................................................................     93,750
September 5, 1984.............................................................     75,000
September 12, 1984............................................................     50,000
June 18, 1991.................................................................    334,100
</TABLE>

such amounts being in payment of the Kansas mortgage registration tax as
provided by the then currently applicable sections of the statutes of the State
of Kansas in effect on those dates; and

     WHEREAS, the Company-Kansas caused the Thirty-first Supplemental Indenture
to be filed for record as a mortgage of real property in the office of the
Register of Deeds of Sedgwick County, Kansas (filed on February 1, 1985, Film
707, page 378), and as a chattel mortgage in the Office of the Secretary of
State of Kansas (filed on February 4, 1985 and indexed as No. 895,468), but paid
no mortgage registration tax in connection with the recordation of the Thirty-
first Supplemental Indenture, no such tax having been payable in connection with
such recordation; and

     WHEREAS, the Company-Kansas caused the Thirty-second Supplemental Indenture
to be filed for record as a mortgage of real property in the office of the
Register of Deeds of Sedgwick County, Kansas (filed on April 16, 1986, Film 791,
page 1,336), and as a chattel mortgage in the Office of the Secretary of State
of Kansas (filed on April 17, 1986 and indexed as No. 1,048,212), but paid no
mortgage registration tax in connection
<PAGE>

                                      -7-


with the recordation of the Thirty-second Supplemental Indenture, no such tax
having been payable in connection with such recordation; and

     WHEREAS, in order to evidence the succession of the Company to the Company-
Kansas and the assumption by the Company of the covenants and conditions of the
Company-Kansas in the bonds and in the Mortgage contained, and to enable the
Company to have and exercise the powers and rights of the CompanyKansas under
the Mortgage in accordance with the terms thereof, the Company executed and
delivered to the Trustees a Thirty-fourth Supplemental Indenture, dated as of
March 31, 1992 (which supplemental indenture is hereinafter sometimes called the
"Thirty-fourth Supplemental Indenture"); and

     WHEREAS, the Company-Kansas caused the Thirty-fourth Supplemental Indenture
to be filed for record as a mortgage of real property in the office of the
Register of Deeds of Sedgwick County, Kansas (filed on March 31, 1992, Film
1236, page 987), and as a security agreement in the Office of Secretary of State
of Kansas (filed on March 31, 1992 and indexed as No. 1,780,893), but paid no
mortgage registration tax in connection with the recordation of the Thirty-
fourth Supplemental Indenture, no such tax having been payable in connection
with such recordation; and

     WHEREAS, the Company caused the Thirty-fifth Supplemental Indenture to be
filed for record as a mortgage of real property in the office of the Register of
Deeds of Sedgwick County, Kansas (filed on December 16, 1992, Film 301, page
0104), and as a security agreement in the Office of Secretary of State of Kansas
(filed on December 16, 1992 and indexed as No. 1,861,886), but paid no mortgage
registration tax in connection with the recordation of the Thirty-fifth
Supplemental Indenture, no such tax having been payable in connection with such
recordation; and

     WHEREAS, the Company-Kansas caused the Thirty-sixth Supplemental Indenture
to be filed for record as a mortgage of real property in the office of the
Register of Deeds of Sedgwick County, Kansas (filed on August 10, 1993, Film
1364, page 0515), and as a security agreement in the Office of Secretary of
State of Kansas (filed on August 11, 1993 and indexed as No. 1,936,501), but
paid no mortgage registration tax in connection with the recordation of the
Thirty-sixth Supplemental Indenture, no such tax having been payable in
connection with such recordation; and

     WHEREAS, the Company-Kansas caused the Thirty-seventh Supplemental
Indenture to be filed for record as a mortgage of real property in the office of
the Register of Deeds of Sedgwick County, Kansas (filed on January 18, 1994,
Film 1411, page 0710), and as a security agreement in the Office of Secretary of
State of Kansas (filed on January 18, 1994 and indexed as No. 1,985,104), but
paid no mortgage registration tax in connection with the recordation of the
Thirty-seventh Supplemental Indenture, no such tax having been payable in
connection with such recordation; and

     WHEREAS, the Company-Kansas caused the Thirty-eighth Supplemental Indenture
to be filed for record as a mortgage of real property in the office of the
Register of Deeds of Sedgwick County, Kansas (filed on February 28, 1994, Film
1422, page 1046), and as a security agreement in the Office of Secretary of
State of Kansas (filed on February 28, 1994, and indexed as No. 1,997,743), but
paid no mortgage restriction tax in connection with the recordation of the
Thirty-eighth Supplemental Indenture, no such tax having been payable in
connection with such recordation; and

     WHEREAS, the Company-Kansas caused the Thirty-ninth Supplemental Indenture
to be filed for record as a mortgage of real property in the office of the
Register of Deeds of Sedgwick County, Kansas (filed on April 27, 1994, Film
1440, page 855), and as a security agreement in the Office of Secretary of State
of Kansas (filed on April 27, 1994 and indexed as No. 1,377,915), but paid no
mortgage registration tax in connection with the recordation of the Thirty-ninth
Supplemental Indenture, no such tax having been payable in connection with such
recordation;
<PAGE>

                                      -8-


     WHEREAS, the Company-West Virginia, the Company-Kansas or the Company has
from time to time caused to be filed in the respective offices of the above-
mentioned Registers of Deeds and Secretary of State affidavits executed by the
Trustees under the Mortgage, preserving and continuing the lien thereof either
as a chattel mortgage in accordance with the provisions of K.S.A. 58-303
(Section 58-303 of the General Statutes of Kansas 1935) or as a security
agreement under the provisions of K.S.A. 84-9-401 et seq.; and

     WHEREAS, in addition to the aforesaid filings for record in the respective
offices of the above-mentioned Registers of Deeds, the Company-West Virginia,
the Company-Kansas or the Company has filed copies of the Mortgage and the First
through Thirty-eighth Supplemental Indentures, certified as true by it, with the
Secretary of State of Kansas; and

     WHEREAS, the Company-West Virginia, the Company-Kansas or the Company has
heretofore issued, in accordance with the provisions of the Mortgage, as
heretofore supplemented, the following series of First Mortgage Bonds:

<TABLE>
<CAPTION>
                                                                       Principal           Principal
                                                                        Amount               Amount
Series                                                                  Issued            Outstanding
------                                                                  ------            -----------
<S>                                                                <C>                    <C>
3-3/8% Series due 1970....................................           $ 16,000,000            None
3-1/8% Series due 1978....................................              5,000,000            None
2-3/4% Series due 1979....................................              3,000,000            None
3-3/8% Series due 1982....................................             12,000,000            None
3-5/8% Series due 1983....................................             10,000,000            None
3-3/8% Series due 1985....................................             10,000,000            None
3-3/8% Series due 1986....................................              7,000,000            None
4-5/8% Series due 1991....................................              7,000,000            None
5-5/8% Series due 1996....................................             16,000,000            None
8-1/2% Series due 2000....................................             35,000,000            None
8-1/8% Series due 2001....................................             35,000,000            None
7-3/8% Series due 2002....................................             25,000,000            None
9-5/8% Series due 2005....................................             40,000,000            None
6% Series due 1985........................................              7,000,000            None
7-3/4% Series due 2005....................................             12,500,000            None
8-3/8% Series due 2006....................................             25,000,000            None
8-1/2% Series due 2007....................................             25,000,000            None
6% Series due 2007........................................             10,000,000            None
5-7/8% Series due 2007....................................             21,940,000            None
8-7/8% Series due 2008....................................             30,000,000            None
6.80% Series due 2004.....................................             14,500,000            None
16-1/4% Series due 1987...................................             30,000,000            None
6-1/2% Series due 1983....................................             15,000,000            None
7-1/4% Series due 1983....................................             25,500,000            None
14-7/8% Series due 1987-1991..............................             30,000,000            None
16% Series due 1996.......................................             25,000,000            None
15-3/4% Series due 1989...................................             40,000,000            None
13-1/2% Series due 1989...................................            100,000,000            None
14.05% Series due 1991....................................             30,000,000            None
14-1/8% Series due 1991...................................             20,000,000            None
10-7/8% Series due 1987...................................             30,000,000            None
9-3/4% Series due 2016....................................             50,000,000            None
</TABLE>
<PAGE>

                                      -9-
<TABLE>
<CAPTION>
                                                                       Principal             Principal
                                                                        Amount                 Amount
  Series                                                                Issued               Outstanding
  ------                                                                ------               -----------
<S>                                                                   <C>                   <C>

7.00% Series A due 2031...................................             18,900,000            18,900,000
7.00% Series B due 2031...................................            308,600,000           308,600,000
7.60% Series due 2003.....................................            135,000,000           135,000,000
6-1/2% Series due 2005....................................             65,000,000            65,000,000
6.20% Series due 2006.....................................            100,000,000           100,000,000
5.10% Series due 2023.....................................             13,982,500            13,622,500
7-1/2% Series A due 2032..................................             14,500,000            14,500,000
7-1/2% Series B due 2027..................................             21,940,000            21,940,000
7-1/2% Series C due 2032..................................             10,000,000            10,000,000
</TABLE>

hereinafter sometimes called Bonds of the First through Forty-first Series; and


     WHEREAS, Section 8 of the Mortgage provides that the form of each series of
bonds (other than the First Series) issued thereunder and of the coupons to be
attached to the coupon bonds of such series shall be established by Resolution
of the Board of Directors of the Company and that the form of such series, as
established by said Board of Directors, shall specify the descriptive title of
the bonds and various other terms thereof, and may also contain such provisions
not inconsistent with the provisions of the Mortgage as the Board of Directors
may, in its discretion, cause to be inserted therein expressing or referring to
the terms and conditions upon which such bonds are to be issued and/or secured
under the Mortgage; and

     WHEREAS, Section 120 of the Mortgage provides, among other things, that any
power, privilege or right expressly or impliedly reserved to or in any way
conferred upon the Company by any provision of the Mortgage whether such power,
privilege or right is in any way restricted or is unrestricted, may be in whole
or in part waived or surrendered or subjected to any restriction if at the time
unrestricted or to additional restriction if already restricted, and the Company
may enter into any further covenants, limitations or restrictions for the
benefit of any one or more series of bonds issued thereunder, or the Company may
cure any ambiguity contained therein or in any supplemental indenture, or may
establish the terms and provisions of any series of bonds other than said First
Series, by an instrument in writing executed and acknowledged by the Company in
such manner as would be necessary to entitle a conveyance of real estate to
record in all of the states in which any property at the time subject to the
lien of the Mortgage shall be situated; and

     WHEREAS, the Company now desires to create a new series of bonds; and

     WHEREAS, the execution and delivery by the Company of this Fortieth
Supplemental Indenture, and the terms of the Bonds of the 2003 Series,
hereinafter referred to, have been duly authorized by the Board of Directors of
the Company by appropriate Resolutions of said Board of Directors;

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     That Kansas Gas and Electric Company, in consideration of the premises and
of One Dollar ($1) to it duly paid by the Trustees at or before the ensealing
and delivery of these presents, the receipt whereof is hereby acknowledged, and
in further evidence of assurance of the estate, title and rights of the Trustees
and in order further to secure the payment both of the principal of and interest
and premium, if any, on the bonds from time to time issued under the Mortgage,
according to their tenor and effect and the performance of all the provisions of
the Mortgage (including any instruments supplemental thereto and any
modification made as in the Mortgage provided) and of said bonds, hereby grants,
bargains, sells, releases, conveys, assigns, transfers, mortgages, pledges, sets
over and confirms (subject, however, to Excepted Encumbrances as defined in
Section 6 of the
<PAGE>

                                     -10-

Mortgage) unto Harris Trust and Savings Bank and to Judith L. Bartolini, as
Trustees under the Mortgage, and to their successor or successors in said trust,
and to said Trustees and their successors and assigns forever, all property,
real, personal and mixed, acquired by the Company after the date of the
execution and delivery of the Mortgage, in addition to property covered by the
First through the Thirty-ninth Supplemental Indentures (except any herein or in
the Mortgage, as heretofore supplemented, expressly excepted), now owned or,
subject to the provisions of Section 87 of the Mortgage, hereafter acquired by
the Company and wheresoever situated, including (without in anywise limiting or
impairing by the enumeration of the same the scope and intent of the foregoing
or of any general description contained in this Fortieth Supplemental Indenture)
all lands, flowage rights, water rights, flumes, raceways, dams, rights of way
and roads; all steam and power houses, gas plants, street lighting systems,
standards and other equipment incidental thereto, telephone, radio and
television systems, air-conditioning systems and equipment incidental thereto,
water works, steam heat and hot water plants, lines, service and supply systems,
bridges, culverts, tracks, rolling stock, ice or refrigeration plants and
equipment, street and interurban railway systems, offices, buildings and other
structures and the equipment thereof; all machinery, engines, boilers, dynamos,
electric and gas machines, regulators, meters, transformers, generators, motors,
electrical, gas and mechanical appliances, conduits, cables, water, steam heat,
gas or other pipes, gas mains and pipes, service pipes, fittings, valves and
connections, pole and transmission lines, wires, cables, tools, implements,
apparatus, furniture, chattels and chooses in action; all municipal and other
franchises; all lines for the transmission and distribution of electric current,
gas, steam heat or water for any purpose, including poles, wires, cables, pipes,
conduits, ducts and all apparatus for use in connection therewith; all real
estate, lands, easements, servitudes, licenses, permits, franchises, privileges,
rights of way and other rights in or relating to real estate or the occupancy of
the same and (except as herein or in the Mortgage, as heretofore supplemented,
expressly excepted), all the right, title and interest of the Company in and to
all other property of any kind or nature appertaining to and/or used and/or
occupied and/or enjoyed in connection with any property hereinbefore or in the
Mortgage, as heretofore supplemented, described.

     TOGETHER WITH all and singular the tenements, hereditarnents and
appurtenances belonging or in anywise appertaining to the aforesaid property or
any part thereof, with the reversion and reversions, remainder and remainders
and (subject to the provisions of Section 57 of the Mortgage) the tolls, rents,
revenues, issues, earnings, income, product and profits thereof, and all the
estate, right, title and interest and claim whatsoever, at law as well as in
equity, which the Company now has or may hereafter acquire in and to the
aforesaid property and franchises and every part and parcel thereof.

     IT IS HEREBY AGREED by the Company that, subject to the provisions of
Section 87 of the Mortgage, all the property, rights and franchises acquired by
the Company after the date hereof (except any herein or in the Mortgage, as
heretofore supplemented, expressly excepted), shall be as fully embraced within
the lien hereof and the lien of the Mortgage, as if such property, rights and
franchises were now owned by the Company and were specifically described herein
and conveyed hereby.

     PROVIDED that the following are not and are not intended to be now or
hereafter granted, bargained, sold, released, conveyed, assigned, transferred,
mortgaged, pledged, set over or confirmed hereunder and are hereby expressly
excepted from the lien and operation of this Fortieth Supplemental Indenture and
from the lien and operation of the Mortgage, viz.: (1) cash, shares of stock and
obligations (including bonds, notes and other securities) not hereafter
specifically pledged, paid, deposited or delivered under the Mortgage or
covenanted so to be; (2) merchandise, equipment, materials or supplies held for
the purpose of sale in the usual course of business and fuel, oil and similar
materials and supplies consumable in the operation of any properties of the
Company; vehicles and automobiles; (3) bills, notes and accounts receivable, and
all contracts, leases and operating agreements not specifically pledged under
the Mortgage or covenanted so to be; and (4) electric energy, and other
materials or products generated, manufactured, produced or purchased by the
Company for sale, distribution or use in the ordinary course of its business;
provided, however, that the property and rights expressly excepted from the lien
and operation of the Mortgage and this Fortieth Supplemental Indenture in the
above subdivisions (2) and (3) shall (to the extent permitted by law) cease to
be so excepted in the event that either or both
<PAGE>

                                     -11-

of the Trustees or a receiver or trustee shall enter upon and take possession of
the Mortgaged and Pledged Property in the manner provided in Article XII of the
Mortgage by reason of the occurrence of a Default as defined in said Article
XII.

     THERE is expressly excepted from the lien of the Mortgage and from the lien
hereof all property of the Company located in the State of Missouri now owned or
hereafter acquired unless such property in the State of Missouri shall be
subjected to the lien of the Mortgage by an indenture or indentures supplemental
thereto, pursuant to authorization by the Board of Directors of the Company.

     TO HAVE AND TO HOLD all such properties, real, personal and mixed, granted,
bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged,
set over or confirmed by the Company as aforesaid, or intended so to be, unto
the Trustees, their successors and assigns forever.

     IN TRUST NEVERTHELESS, for the same purposes and upon the same terms,
trusts and conditions and subject to and with the same provisos and covenants as
are set forth in the Mortgage, as supplemented, this Fortieth Supplemental
Indenture being supplemental thereto.

     AND IT IS HEREBY COVENANTED by the Company that all the terms, conditions,
provisos, covenants and provisions contained in the Mortgage, as supplemented,
shall affect and apply to the property hereinbefore described and conveyed and
to the estate, rights, obligations and duties of the Company and Trustees and
the beneficiaries of the trust with respect to said property, and to the
Trustees and their successors as Trustees of said property in the same manner
and with the same effect as if the said property had been owned by the Company
at the time of the execution of the Mortgage, and had been specifically and at
length described in and conveyed to the Trustees by the Mortgage as a part of
the property therein stated to be conveyed.

     The Company further covenants and agrees to and with the Trustees and their
successors in said trust under the Mortgage, as follows:

                                   ARTICLE I


                             2003 SERIES OF BONDS

     SECTION 1. (I) There shall be a series of bonds designated 9-1/2% Series
due 2003 (herein sometimes referred to as the "Bonds of the 2003 Series"), each
of which shall also bear the descriptive title, First Mortgage Bond, and the
form thereof, which is established by Resolution of the Board of Directors of
the Company, shall contain suitable provisions with respect to the matters
hereinafter in this Article I specified. Bonds of the 2003 Series shall be
limited to $702,200,000 in aggregate principal amount, except as provided in
Section 16 of the Mortgage, shall mature on March 17, 2003, and shall be issued
as fully registered bonds in denominations of Five Thousand Dollars and in any
multiple or multiples of Five Thousand Dollars. Bonds of the 2003 Series shall
bear interest at the rate of nine and one-half percent (9-1/2%) per annum
payable (subject to the second paragraph of Section 1(III)) on the interest
payment dates for the Loans (as defined below). Every Bond of the 2003 Series
shall bear interest from each interest payment date for the Loans next preceding
the date thereof, unless no interest has been paid on this Bond in which case
from June 28, 2000. The principal of and interest on Bonds of the 2003 Series
shall be payable at the office or agency of the Company in the Borough of
Manhattan, City of New York, in such coin or currency of the United States of
America as at the time of payment is legal tender for public and private debts.
Bonds of the 2003 Series shall be dated as in Section 10 of the Mortgage
provided.

     (II)  Bonds of the 2003 Series are redeemable prior to maturity only upon
demand therefor by the Collateral Agent. To effect the redemption of Bonds of
the 2003 Series, the Collateral Agent shall deliver to the Trustee (and deliver
a copy thereof to the Company) a written demand (hereinafter referred to as a
"Redemption
<PAGE>

                                     -12-


Demand") for the redemption of Bonds of the 2003 Series, signed by an authorized
officer and dated the date of its delivery to the Corporate Trustee, stating (i)
that an Event of Default (as defined in the Collateral Agreement) has occurred
and is continuing, (ii) that there are not sufficient available funds held by
the Collateral Agent pursuant to the Collateral Agreement to make all payments
required as a result of such Event of Default, (iii) the amount of funds, in
addition to available funds held by the Collateral Agent pursuant to the
Collateral Agreement, required to make such payments, and (iv) the principal
amount of Bonds of the 2003 Series the Collateral Agent demands to have redeemed
and the redemption date therefor which date should be at least thirty-one (31)
days after the date of such Redemption Demand (provided, such principal amount
shall not exceed the amount of funds specified pursuant to the foregoing clause
(iii)). The Trustee may conclusively presume the statements contained in the
Redemption Demand to be correct. Redemption of Bonds of the 2003 Series shall in
all cases be at a price equal to the principal amount of the Bonds to be
redeemed together with accrued interest to the redemption date, and such amount
shall become and be due and payable on the redemption date.

     The Company hereby covenants that if a Redemption Demand shall be delivered
to the Corporate Trustee, the Company will deposit, on or before the redemption
date, with the Corporate Trustee, in accordance with Article X of the Mortgage,
an amount in cash sufficient to redeem the Bonds of the 2003 Series so called
for redemption.

     (III)  All Bonds of the 2003 Series shall be issued and pledged by the
Company to the Collateral Agent pursuant to a Collateral and Guarantee Agreement
dated as of June 28, 2000 among the Company, Western Resources, Inc. ("WRI") and
The Chase Manhattan Bank (in such capacity, the "Collateral Agent") to secure
the payment of the principal of, and up to 9-1/2% per annum of the interest on
any of the loans issued pursuant to the $600,000,000 Credit Agreement, dated as
of June 28, 2000 among WRI, The Chase Manhattan Bank, as administrative agent,
and the lenders party thereto, and the Five-Year Competitive Advance and
Revolving Credit Facility Agreement, dated as of March 17, 1998, among WRI, The
Chase Manhattan Bank, as administrative agent, and the lenders party thereto
(such agreements, in each case, as amended, supplemented or otherwise modified
from time to time, are referred to collectively herein as the "Credit
Agreements" and the loans thereunder are referred to collectively as the
"Loans").

     The obligation of the Company to make payments with respect to the
principal of and interest on Bonds of the 2003 Series (including without
limitation upon maturity thereof) shall be fully or partially, as the case may
be, satisfied and discharged to the extent that, at the time that any such
payment shall be due, the then due principal of and interest on the Loans shall
have been fully or partially paid, or there shall be held by the Collateral
Agent pursuant to the Collateral Agreement sufficient available funds to fully
or partially pay the then due principal of and interest on the Loans.
Notwithstanding any other provisions of this Supplemental Indenture or the
Mortgage, interest on the Bonds of the 2003 Series shall be deemed fully or
partially satisfied and discharged as provided herein even if the interest rate
on Bonds of the 2003 Series may be higher or lower than the interest rate on any
of the Loans at the time interest on any such Loans is paid. The Corporate
Trustee may conclusively presume that the obligation of the Company to make
payments with respect to the principal of and interest on Bonds of the 2003
Series shall have been fully satisfied and discharged unless and until the
Corporate Trustee shall have received a written notice from the Collateral
Agent, signed by an authorized officer, stating (i) that timely payment of the
principal of or interest on the Loans required to be made by the Company has not
been made, (ii) that there are not sufficient available funds held by the
Collateral Agent pursuant to the Collateral Agreement to make such payment and
(iii) the amount of funds, in addition to available funds held by the Collateral
Agent pursuant to the Collateral Agreement, required to make such payment.
<PAGE>

                                     -13-


     (IV)  At the option of the registered owner, any Bonds of the 2003 Series,
upon surrender thereof, for cancellation, at the office or agency of the Company
in the Borough of Manhattan, City of New York, shall be exchangeable for a like
aggregate principal amount of bonds of the same series of other authorized
denominations. The Bonds of the 2003 Series may bear such legends as may be
necessary to comply with any law or with any rules or regulations made pursuant
thereto or with the rules or regulations of any stock exchange or to conform to
usage with respect thereto.

     (V)  Bonds of the 2003 Series shall be transferable upon the surrender
thereof, for cancellation together with a written instrument of transfer in form
approved by the registrar duly executed by the registered owner or by his duly
authorized attorney, at the office or agency of the Company in the Borough of
Manhattan, City of New York.

                                  ARTICLE II


                           MISCELLANEOUS PROVISIONS

     SECTION 1.  All Bonds of the 2003 Series acquired by the Company shall
forthwith be delivered to the Corporate Trustee for cancellation.

     SECTION 2.  Subject to the amendments provided for in this Fortieth
Supplemental Indenture, the terms defined in the Mortgage, as heretofore
supplemented, shall, for all purposes of this Fortieth Supplemental Indenture,
have the meanings specified in the Mortgage, as heretofore supplemented.

     SECTION 3.  The Trustees hereby accept the trusts herein declared,
provided, created or supplemented and agree to perform the same upon the terms
and conditions set forth herein and in the Mortgage, as heretofore amended and
supplemented, and upon the following terms and conditions:

     The Trustees shall not be responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this Fortieth Supplemental Indenture
or for or in respect of the recitals contained herein, all of which recitals are
made by the Company solely. In general, each and every term and condition
contained in Article XVI of the Mortgage, as heretofore amended and
supplemented, shall apply to and form part of this Fortieth Supplemental
Indenture with the same force and effect as if the same were herein set forth in
full with such omissions, variations and insertions, if any, as may be
appropriate to make the same conform to the provisions of this Fortieth
Supplemental Indenture.

     SECTION 4.  Subject to the provisions of Article XV and Article XVI of the
Mortgage, as heretofore amended and supplemented, whenever in this Fortieth
Supplemental Indenture any of the parties hereto is named or referred to, this
shall be deemed to include the successors or assigns of such party, and all the
covenants and agreements in this Fortieth Supplemental Indenture contained by or
on behalf of the Company or by or on behalf of the Trustees shall bind and inure
to the benefit of the respective successors and assigns of such parties whether
so expressed or not.

     SECTION 5.  Nothing in this Fortieth Supplemental Indenture, expressed or
implied, is intended, or shall be construed, to confer upon, or to give to, any
person, firm or corporation, other than the parties hereto and the holders of
the bonds and coupons Outstanding under the Mortgage, any right, remedy or claim
under or by reason of this Fortieth Supplemental Indenture or any covenant,
condition, stipulation, promise or agreement hereof, and all the covenants,
conditions, stipulations, promises and agreements in this Fortieth Supplemental
Indenture contained by or on behalf of the Company shall be for the sole and
exclusive benefit of the parties hereto, and of the holders of the bonds and of
the coupons Outstanding under the Mortgage.
<PAGE>

                                     -14-


     SECTION 6.  The Company reserves the right, subject to appropriate
corporate action, but without any consent or other action by holders of Bonds of
the 2003 Series, or of any subsequent series of bonds, to make such amendments
to the Mortgage, as supplemented, as shall be necessary in order to (A) permit
the issuance of additional Prior Lien Bonds other than to the Corporate Trustee
(i) in a principal amount not to exceed the principal amount of Bonds which
could then be issued on the basis of Property Additions under the Mortgage or
(ii) upon the redemption or retirement of Prior Lien Bonds secured by such Prior
Lien, (B) to remove the requirement that Prior Lien Bonds be issued to the
Corporate Trustee, (C) remove the provisions of Article V which eliminate from
the calculation of unfunded net Property Additions available for issuance of
Bonds the amount of any Property Additions subject to a Prior Lien if the
aggregate amount of Outstanding Prior Lien Bonds is 15% or more of the sum of
the Outstanding Bonds and Prior Lien Bonds, and (D) make such other amendments
to the Mortgage as may be necessary or desirable in the opinion of the Company
to effect the foregoing.

     SECTION 7.  This Fortieth Supplemental Indenture shall be executed in
several counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.
<PAGE>

                                     -15-


     IN WITNESS WHEREOF, KANSAS GAS AND ELECTRIC COMPANY has caused its
corporate name to be hereunto affixed, and this instrument to be signed and
sealed by its President or one of its Vice Presidents, and its corporate seal to
be attested by its Secretary or one of its Assistant Secretaries for and in its
behalf, HARRIS TRUST AND SAVINGS BANK has caused its corporate name to be
hereunto affixed, and this instrument to be signed and sealed by one of its Vice
Presidents and its corporate seal to be attested by one of its Assistant
Secretaries, and has hereunto set his hand and affixed his seal, all as of the
day and year first above written.


                              KANSAS GAS AND ELECTRIC COMPANY

                                  /s/ Kelly B. Harrison
                              By:----------------------------------
                                  Kelly B. Harrison
                                  Vice President
Attest:

/s/ Jamie Hunt
--------------------------------
Jamie Hunt
Assistant Secretary

Executed, sealed and delivered by
 KANSAS GAS AND ELECTRIC COMPANY,
 in the presence of:


 /s/ Larry D. Irick
--------------------------------
     Larry D. Irick


 /s/ Patti Beasley
--------------------------------
     Patti Beasley

<PAGE>

                                     -16-



                                    HARRIS TRUST AND SAVINGS BANK, as Trustee


                                        /s/ L. Garcia
                                    By:--------------------------------------

                                       Trust Officer

Attest:

/s/ D.G. Donovan
----------------------------------
Assistant Secretary

                                            /s/ J. Bartolini
                                            -------------------------------
                                            (Judith L. Bartolini)


Executed, sealed and delivered by
HARRIS TRUST AND SAVINGS BANK
and JUDITH L. BARTOLINI, in the
presence of:


/s/
----------------------------------

/s/
----------------------------------
<PAGE>

STATE OF KANSAS             )

                            :    ss.:

COUNTY OF SEDGWICK          )


     BE IT REMEMBERED, that on this 28th day of June, A.D. 2000, before me, the
undersigned, a Notary Public within and for the County and State aforesaid, came
Kelly B. Harrison, the Vice President of KANSAS GAS AND ELECTRIC COMPANY, a
corporation duly organized, incorporated and existing under the laws of the
State of Kansas, who is personally known to me to be such officer, and who is
personally known to me to be the same person who executed, as such officer, the
within instrument of writing, and such person duly acknowledged the execution of
the same to be the act and deed of said corporation and that said instrument of
writing was so executed by order of the Board of Directors of said corporation.

     On this 28th day of June, 2000, before me appeared Jamie Hunt, to me
personally known, who being by me duly sworn did say that she is the Assistant
Secretary of KANSAS GAS AND ELECTRIC COMPANY, and that the seal affixed to the
foregoing instrument is the corporate seal of said corporation, and that said
instrument was signed and sealed in behalf of said corporation by authority of
its Board of Directors, and said Kelly B. Harrison acknowledged said instrument
to be the free act and deed of said corporation.

     On the 28th day of June in the year 2000, before me personally came Kelly
B. Harrison to me known, who, being by me duly sworn, did depose and say that he
resides at 1012 Moundridge Dr., Lawrence, Kansas; that he is the Vice President
of KANSAS GAS AND ELECTRIC COMPANY, one of the corporations described in and
which executed the above instrument; that he knows the seal of said corporation;
that the seal affixed to said instrument is such corporate seal; that it was so
affixed by order of the Board of Directors of said corporation, and that he
signed his name thereto by like order.

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



                                             /s/ Patti Beasley
                                             --------------------------------


                                             NOTARY PUBLIC -- STATE OF KANSAS
                                             MY APPOINTMENT EXPIRES

                                             November 18, 2000
<PAGE>

STATE OF ILLINOIS         )

                          :    ss.:

COUNTY OF COOK            )


     BE IT REMEMBERED, that on this        day of June, A.D. 2000, before me,
the undersigned, a Notary Public within and for the County and State aforesaid,
came                         , a Vice President of Harris Trust and Savings Bank
of Illinois, a corporation, duly organized, incorporated and existing under the
laws of the State of Illinois, who is personally known to me to be such officer,
and who is personally known to me to be the same person who executed, as such
officer, the within instrument of writing, and such person duly acknowledged the
execution of the same to be the act and deed of said corporation and that said
instrument of writing was so executed by authority of the Board of Directors of
said corporation.

     On this          day of June, 2000, before me appeared , to me
personally known, who being by me duly sworn did say that she is a Vice
President of HARRIS TRUST AND SAVINGS BANK, and that the seal affixed to the
foregoing instrument is the corporate seal of said corporation, and that said
instrument was signed and sealed in behalf of said corporation by authority of
its Board of Directors, and said Norma Pane acknowledged said instrument to be
the free act and deed of said corporation.

     On the            day of June in the year 2000, before me personally came
, to me known, who, being by me duly sworn, did depose and say that she resides
at                                   ; that she is a Vice President of HARRIS
TRUST AND SAVINGS BANK, one of the corporations described in and which executed
the above instrument; that she knows the seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation, and that she signed her
name thereto by like authority.

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

                                                /s/ T. Muzquiz
                                                -------------------------------

                                                NOTARY PUBLIC, STATE OF ILLINOIS
                                                NO.
                                                QUALIFIED IN COOK COUNTY
                                                COMMISSION EXPIRES
<PAGE>

STATE OF ILLINOIS      )

                       :  ss.:

COUNTY OF COOK         )


     On this       day of June in the year 2000, before me, the undersigned, a
Notary Public in and for the State of Illinois, in the County of Cook,
personally appeared and came Judith L. Bartolini, to me known and known to me to
be the person described in and who executed the within and foregoing instrument
and whose name is subscribed thereto and acknowledged to me that he executed the
same.

     IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my
official seal the day and year in this certificate first above written.


                              /s/ T. Muzquiz
                              --------------------------------------

                              NOTARY PUBLIC, STATE OF ILLINOIS
                              NO.
                              QUALIFIED IN COOK COUNTY
                              COMMISSION EXPIRES