Exhibit 4(e)

























KANSAS GAS AND ELECTRIC COMPANY



TO



BNY MIDWEST TRUST COMPANY

(successor to Harris Trust and Savings Bank)



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



FORTY-THIRD SUPPLEMENTAL INDENTURE



Providing, among other things, for



First Mortgage Bonds, Wamego Series 2004 Due 2031



First Mortgage Bonds, Burlington Series 2004A Due 2031



First Mortgage Bonds, Burlington Series 2004B Due 2031



and



First Mortgage Bonds, Burlington Series 2004C Due
2031



Dated as of June 1, 2004



---

FORTY-THIRD SUPPLEMENTAL INDENTURE



INDENTURE, dated as of June 1, 2004, 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 Company-Kansas), whose post office address is 120 East First Street, Wichita, Kansas
67202 (hereinafter sometimes called the Company), and BNY Midwest Trust Company, a corporation of the State of Illinois, whose post office address is 2 North LaSalle Street, Suite 1020, Chicago, Illinois 60602 (successor to Harris Trust
and Savings Bank (the Corporate 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 2 North LaSalle Street, Suite 1020, Chicago, Illinois 60602 (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 Forty-third 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



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



3



---

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



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



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



|                 |  |        |       
|---------------- |  | ------ | ------
|Date             |  | Amount
|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



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





4



---

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:



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



5



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|                                      |  |                  
|------------------------------------- |  | -----------------
|Designation                           |  | Dated as of      
|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   
|Fortieth Supplemental Indenture       |  | June 28, 2000    
|Forty-first Supplemental Indenture    |  | June 6, 2002     
|Forty-second Supplemental Indenture   |  | March 12, 2004   



which supplemental indentures are
hereinafter sometimes called the Fourteenth through Forty-second 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



6



---

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



7



---

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



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-Kansas caused the Fortieth 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 28, 2000, Film 2062, page 0053), and as a security
agreement in the Office of Secretary of State of Kansas (filed on June 28, 2000, and indexed as No. 3756913); 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, the Thirty-third Supplemental Indenture and the Fortieth Supplemental Indenture were first filed for record as a mortgage of real property, the following amounts:



|                   |  |        |        
|------------------ |  | ------ | -------
|Date               |  | Amount
|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 



8



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|                   |  |             
|------------------ |  | ------------
|Date               |  | Amount      
|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     
|June 28, 2000      |  | 1,780,538.50



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 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 Company-Kansas 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



9



---

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 registration 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; and



WHEREAS,
the Company-Kansas caused the Forty-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 June 6, 2002, Film 2460, page 1), and as a security
agreement in the office of Secretary of State of Kansas (filed on June 6, 2002, and indexed as No. 5264221), but paid no mortgage registration tax in connection with the recordation of the Forty-first Supplemental Indenture, no such tax having been
payable in connection with such recordation; and



10



---

WHEREAS, the Company-Kansas caused the Forty-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 March 12, 2004, Film 2854, page 8731), and as a security agreement in the office of Secretary of State of Kansas (filed on March 12, 2004, and
indexed as No. 5760673), but paid no mortgage registration tax in connection with the recordation of the Forty-second Supplemental Indenture, no such tax having been payable in connection with such recordation; and



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 Forty-second 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:



|                       |  |                       |            |                            |     
|---------------------- |  | --------------------- | ---------- | -------------------------- | ----
|Series                 |  | PrincipalAmountIssued |            | PrincipalAmountOutstanding
|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



11



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|                             |  |                       |  |                            |  
|---------------------------- |  | --------------------- |  | -------------------------- | -
|Series                       |  | PrincipalAmountIssued |  | PrincipalAmountOutstanding |  
|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                       |  
|8-7/8% 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                       |  
|7.00% Series A due 2031      |  | 18,900,000            |  | None                       | *
|7.00% Series B due 2031      |  | 308,600,000           |  | None                       | *
|7.60% Series due 2003        |  | 135,000,000           |  | None                       |  
|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            |  | 13,487,500                 |  
|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                 |  
|9-1/2% Series due 2003       |  | 702,200,000           |  | None                       |  
|8% Series due 2005           |  | 735,000,000           |  | None                       |  
|3-1/2% Series due in 2007    |  | 300,000,000           |  | 300,000,000                |  

| | 
| | 

| | * | Upon issuance of the bonds of the Forty-fifth, Forty-sixth, Forty-seventh, and Forty-eighth Series pursuant to this Supplemental Indenture, the 7.00% Pollution Control Series A and
B will be redeemed and will no longer be outstanding under the Indenture.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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hereinafter sometimes called Bonds of the First through Forty-second 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 four new series of bonds; and



WHEREAS, the execution and delivery by the Company of this Forty-third
Supplemental Indenture, and the terms of the bonds of the Forty-fifth Series, Forty-sixth Series, Forty-seventh Series, and Forty-eighth 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 Mortgage) unto BNY



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Midwest Trust Company 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 Forty-second
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 Forty-third 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,
hereditaments 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



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operation of this Forty-third 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 Forty-third 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 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 Forty-third 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.



15



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



ARTICLE I



FORTY-FIFTH SERIES OF BONDS



SECTION 1. (I) There shall be a series of bonds designated Wamego Series 2004
due 2031 (herein sometimes referred to as the Forty-fifth 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 Forty-fifth Series shall be limited to $18,900,000 in aggregate principal amount, except as provided in Section 16 of the
Mortgage, shall mature on June 1, 2031, 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 Forty-fifth Series shall bear interest from time
to time at a rate equal to the interest rate then borne by the City of Wamego, Kansas, Pollution Control Refunding Revenue Bonds (Kansas Gas and Electric Company Project) Series 2004 (hereinafter referred to as the 2004 Wamego Bonds)
issued under the Indenture of Trust, dated as of June 1, 2004 (hereinafter referred to as the Wamego Indenture) of the City of Wamego, Kansas, which rate shall initially be 5.30% per annum, payable at the same times as interest is
payable on the 2004 Wamego Bonds, the first payment to be made on December 1, 2004 for the period from June 10, 2004 to December 1, 2004. The principal of and interest on bonds of the Forty-fifth Series shall be payable at the office or agency of
the Company in the Borough of Manhattan, The 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 Forty-fifth Series shall be dated as in
Section 10 of the Mortgage provided.



(II) Upon the redemption,
in whole or in part, of the 2004 Wamego Bonds, bonds of the Forty-fifth Series shall be redeemed in whole or in like part. To effect the redemption of bonds of the Forty-fifth Series, the trustee under the Wamego Indenture (hereinafter referred to
as the Wamego Trustee) shall deliver to the Corporate Trustee (and mail a copy thereof to the Company) a written demand (hereinafter referred to as a Wamego Redemption Demand) for the redemption of bonds of the Forty-fifth
Series equal in principal amount to the principal amount of the 2004 Wamego Bonds to be redeemed. The Wamego Redemption Demand shall be signed by the President, a Vice President, an Assistant Vice President or a Trust Officer of the Wamego Trustee
and shall state: (1) the aggregate principal amount of the 2004 Wamego Bonds then outstanding under the Wamego Indenture; (2) the principal amount of the 2004 Wamego Bonds to be redeemed; (3) the interest thereon and premium, if any, to be payable
on the redemption date; (4) the redemption date and that notice thereof has been given as required in the Wamego Indenture; and (5) that the Corporate Trustee is thereby instructed to call for redemption bonds of the Forty-fifth Series equal in
principal amount to the principal amount of the 2004 Wamego Bonds specified in (2) above and on the same date and at the same price as the 2004 Wamego Bonds. The Wamego Redemption Demand shall also contain a waiver of notice of such redemption by
the Wamego Trustee, as holder of all bonds of the Forty-fifth Series then outstanding. The Corporate Trustee may conclusively presume the statements contained in the Wamego Redemption Demand to be correct. Redemption of the bonds of the Forty-fifth
Series shall be at the principal amount of the bonds to be redeemed, together with premium, if any, and the accrued interest to the redemption date, and such amount shall become and be due and payable on the redemption date.



16



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If the Wamego Trustee has declared the principal of and accrued interest on the 2004 Wamego Bonds to be
immediately due and payable pursuant to Section 7.2 of the Wamego Indenture as a result of an Event of Default under Section 7.1 of the Wamego Indenture (except 7.1(f) thereof), and if the Wamego Trustee shall deliver to the Corporate Trustee (and
mail a copy thereof to the Company) a written demand (hereinafter referred to as a Wamego Bonds Acceleration Notice) for the immediate redemption of bonds of the Forty-fifth Series in whole, the bonds of the Forty-fifth Series shall be
immediately redeemed at the principal amount thereof and accrued interest thereon. The Wamego Bonds Acceleration Notice shall be signed by the President, a Vice President, an Assistant Vice President or a Trust Officer of the Wamego Trustee and
shall state: (1) the aggregate principal amount of the 2004 Wamego Bonds then outstanding under the Wamego Indenture; (2) that the entire principal amount of the 2004 Wamego Bonds has been declared by the Wamego Trustee to be immediately due and
payable pursuant to Section 7.2 of the Wamego Indenture; (3) that the Corporate Trustee is thereby instructed to call for immediate redemption bonds of the Forty-fifth Series in whole; and (4) that the Wamego Trustee, as holder of all bonds of the
Forty-fifth Series, waives notice of such redemption.



The
Company hereby covenants that, if a Wamego Redemption Demand or a Wamego Bonds Acceleration Notice shall be delivered to the Corporate Trustee, the Company, subject to subdivision (III) of this Article I, 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 Forty-fifth Series so called for redemption.



The bonds of the Forty-fifth Series shall not be subject to redemption prior to maturity except as provided in this Section
I (II).



(III) All bonds of the Forty-fifth Series shall be
pledged by the Company with the Wamego Trustee to secure the payment of the principal of, and interest on, the 2004 Wamego Bonds. The obligation of the Company to make payments with respect to the principal of and interest on bonds of the
Forty-fifth Series 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 2004 Wamego Bonds shall have been fully or
partially paid, or there shall be in the Bond Fund established pursuant to the Wamego Indenture sufficient available funds to fully or partially pay the then due principal of and interest on the 2004 Wamego Bonds. 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 Forty-fifth series shall have been fully satisfied and discharged unless and until the Corporate Trustee shall
have received a written notice from the Wamego Trustee, signed by its President, a Vice President, or a Trust Officer, stating (i) that timely payment of the principal of or interest on the 2004 Wamego Bonds required to be made by the Company has
not been made, (ii) that there are not sufficient available funds held in the Bond Fund to make such payment, and (iii) the amount of funds, in addition to available funds held in the Bond Fund, required to make such payment.



17



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(IV) At the option of the registered owner, any bonds of the Forty-fifth Series, upon surrender thereof,
for cancellation, at the office or agency of the Company in the Borough of Manhattan, The 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
Forty-fifth 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 Forty-fifth 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, The City of New York.



(VI) The Company may
deliver to the Trustee in substitution for any bonds of the Forty-fifth Series, mortgage bonds or other similar instruments of the Company or any successor entity, whether by merger, combination or acquisition of all or substantially all of the
assets of the Company, or otherwise, issued under a mortgage and deed of trust or similar instrument of the Company or any successor entity in like principal amount of like term and bearing the same rate of interest as the bonds of the Forty-fifth
Series (such substituted bonds hereinafter being referred to as the Substituted Mortgage Bonds). The Substituted Mortgage Bonds may only be delivered to the Trustee upon receipt by the Trustee of (i) a letter from Moodys (as
hereinafter defined), dated within ten days prior to the date of delivery of the Substituted Mortgage Bonds, stating that its rating of the Substituted Mortgage Bonds is at least equal to its then current rating on the bonds of the Forty-fifth
Series, (ii) a letter from S&P (as hereinafter defined), dated within ten days prior to the date of delivery of the Substituted Mortgage Bonds, stating that its rating to the Substituted Mortgage Bonds is at least equal to its then current
rating on the bonds of the Forty-fifth Series, (iii) an opinion of counsel which may be counsel to the Company or any successor entity, to the effect that the Substituted Mortgage Bonds shall have been duly and validly authorized, executed,
authenticated, and delivered and shall constitute the valid, legally binding and enforceable obligations of the Company or any successor entity enforceable in accordance with their terms, except as limited by bankruptcy, insolvency or other laws
affecting the enforcement of mortgagees and other creditors rights and shall be entitled to the benefit of the mortgage and deed of trust or other similar instrument pursuant to which they shall have been issued, (iv) an opinion of Bond
Counsel, as defined in the Wamego Indenture, to the effect that the substitution of the Substituted Mortgage Bonds will not adversely affect the exemption from federal income taxes of interest on the 2004 Wamego Bonds and (v) such other certificates
and documents with respect to the issuance and delivery of the Substituted Mortgage Bonds as may be required by law or as the Trustee may reasonably request.



Moodys means Moodys Investor Services, Inc., a corporation organized and existing under the laws of the State of Delaware, its successors and
their assigns, except that if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, then the term Moodys shall be deemed to refer to any other nationally
recognized securities rating agency selected by the Company.



18



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S&P means Standard & Poors Ratings Services, a division of The McGraw Hill Companies, Inc.,
duly organized and existing under and by virtue of the laws of the State of New York, and its successors and assigns, except that if such rating agency shall be dissolved or liquidated or shall no longer perform the functions of a securities rating
agency, then the term S&P shall be deemed to refer to any other nationally recognized securities rating agency selected by the Company.



ARTICLE II



FORTY-SIXTH SERIES OF BONDS



SECTION 1. (I) There shall be a series of bonds designated Burlington Series 2004A due 2031 (herein sometimes referred to as the Forty-sixth 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 II specified. Bonds of the
Forty-sixth Series shall be limited to $108,600,000 in aggregate principal amount, except as provided in Section 16 of the Mortgage, shall mature on June 1, 2031, 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 Forty-sixth Series shall bear interest from time to time at a rate equal to the interest rate then borne by the City of Burlington, Kansas, Pollution Control Refunding
Revenue Bonds (Kansas Gas and Electric Company Project), Series 2004A (hereinafter referred to as the Burlington Bonds Series 2004A), issued under the Indenture of Trust, dated as of June 1, 2004 (hereinafter referred to as the
Burlington Indenture), of the City of Burlington, Kansas, which rate shall initially be 5.30% per annum, payable at the same times as interest is payable on the Burlington Bonds Series 2004A, the first payment to be made on December 1,
2004 for the period from June 10, 2004 to December 1, 2004. The principal of and interest on bonds of the Forty-sixth Series shall be payable at the office or agency of the Company in the Borough of Manhattan, The 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 Forty-sixth Series shall be dated as in Section 10 of the Mortgage provided.



(II) Upon the redemption, in whole or in part, of the Burlington Bonds Series
2004A, bonds of the Forty-sixth Series shall be redeemed in whole or in like part. To effect the redemption of bonds of the Forty-sixth Series, the trustee under the Burlington Indenture (hereinafter referred to as the Burlington
Trustee) shall deliver to the Corporate Trustee (and mail a copy thereof to the Company) a written demand (hereinafter referred to as a Burlington Redemption Demand) for the redemption of bonds of the Forty-sixth Series equal in
principal amount to the principal amount of the Burlington Bonds Series 2004A to be redeemed. The Burlington Redemption Demand shall be signed by the President, a Vice President, an Assistant Vice President or a Trust Officer of



19



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the Burlington Trustee and shall state: (1) the aggregate principal amount of the Burlington Bonds Series 2004A then outstanding under the Burlington
Indenture; (2) the principal amount of the Burlington Bonds Series 2004A to be redeemed; (3) the interest thereon and premium, if any, to be payable on the redemption date; (4) the redemption date and that notice thereof has been given as required
in the Burlington Indenture; and (5) that the Corporate Trustee is thereby instructed to call for redemption bonds of the Forty-sixth Series equal in principal amount to the principal amount of the Burlington Bonds Series 2004A specified in (2)
above and on the same date and at the same price as the Burlington Bonds Series 2004A. The Burlington Redemption Demand shall also contain a waiver of notice of such redemption by the Burlington Trustee, as holder of all bonds of the Forty-sixth
Series then outstanding. The Corporate Trustee may conclusively presume the statements contained in the Burlington Redemption Demand to be correct. Redemption of the bonds of the Forty-sixth Series shall be at the principal amount of the bonds to be
redeemed, together with premium, if any, and the accrued interest to the redemption date, and such amount shall become and be due and payable on the redemption date.



If the Burlington Trustee has declared the principal of and accrued interest on the Burlington Bonds Series 2004A to be
immediately due and payable pursuant to Section 7.2 of the Burlington Indenture as a result of an Event of Default under Section 7.1 of the Burlington Indenture (except 7.1(f) thereof), and if the Burlington Trustee shall deliver to the Corporate
Trustee (and mail a copy thereof to the Company) a written demand (hereinafter referred to as a Burlington Bonds Acceleration Notice) for the immediate redemption of bonds of the Forty-sixth Series in whole, the bonds of the Forty-sixth
Series shall be immediately redeemed at the principal amount thereof and accrued interest thereon. The Burlington Bonds Acceleration Notice shall be signed by the President, a Vice President, an Assistant Vice President or a Trust Officer of the
Burlington Trustee and shall state: (1) the aggregate principal amount of the Burlington Bonds Series 2004A then outstanding under the Burlington Indenture; (2) that the entire principal amount of the Burlington Bonds Series 2004A has been declared
by the Burlington Trustee to be immediately due and payable pursuant to Section 7.2 of the Burlington Indenture; (3) that the Corporate Trustee is thereby instructed to call for immediate redemption bonds of the Forty-sixth Series in whole; and (4)
that the Burlington Trustee, as holder of all bonds of the Forty-sixth Series, waives notice of such redemption.



The Company hereby covenants that if a Burlington Redemption Demand or a Burlington Bonds Acceleration Notice shall be delivered to the Corporate Trustee,
the Company, subject to subdivision (III) of this Article II, 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
Forty-sixth Series so called for redemption.



The bonds of the
Forty-sixth Series shall not be subject to redemption prior to maturity except as provided in this Section I (II).



(III) All bonds of the Forty-sixth Series shall be pledged by the Company with the Burlington Trustee to secure the payment of the principal of, and
interest on, the Burlington Bonds Series 2004A. The obligation of the Company to make payments with respect



20



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to the principal of and interest on bonds of the Forty-sixth Series 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 Burlington Bonds Series 2004A shall have been fully or partially paid, or there shall be in the Bond Fund established pursuant to the Burlington
Indenture sufficient available funds to fully or partially pay the then due principal of and interest on the Burlington Bonds Series 2004A. 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 Forty-sixth Series shall have been fully satisfied and discharged unless and until the Corporate Trustee shall have received a written notice from the Burlington Trustee, signed by its
President, a Vice President, or a Trust Officer, stating (i) that timely payment of the principal of or interest on the Burlington Bonds Series 2004A required to be made by the Company has not been made, (ii) that there are not sufficient available
funds held in the Bond Fund to make such payment, and (iii) the amount of funds, in addition to available funds held in the Bond Fund, required to make such payment.



(IV) At the option of the registered owner, any bonds of Forty-sixth Series, upon surrender thereof, for cancellation, at
the office or agency of the Company in the Borough of Manhattan, The 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 Forty-sixth 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 Forty-sixth 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,
The City of New York.



(VI) The Company may deliver to the
Trustee in substitution for any bonds of the Forty-sixth Series, mortgage bonds or other similar instruments of the Company or any successor entity, whether by merger, combination or acquisition of all or substantially all of the assets of the
Company, or otherwise, issued under a mortgage and deed of trust or similar instrument of the Company or any successor entity in like principal amount of like term and bearing the same rate of interest as the bonds of the Forty-sixth Series (such
substituted bonds hereinafter being referred to as the Substituted Mortgage Bonds). The Substituted Mortgage Bonds may only be delivered to the Trustee upon receipt by the Trustee of (i) a letter from Moodys (as hereinafter
defined), dated within ten days prior to the date of delivery of the Substituted Mortgage Bonds, stating that its rating of the Substituted Mortgage Bonds is at least equal to its then current rating on the bonds of the Forty-sixth Series, (ii) a
letter from S&P (as hereinafter defined), dated within ten days prior to the date of delivery of the Substituted Mortgage Bonds, stating that its rating to the Substituted Mortgage Bonds is at least equal to its then current rating on the bonds
of the Forty-sixth Series, (iii) an opinion of counsel which may be counsel to the Company or any successor entity, to the effect that the Substituted Mortgage Bonds shall have been duly and validly authorized, executed, authenticated, and delivered
and shall constitute the valid, legally binding and enforceable obligations of the Company or any



21



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successor entity enforceable in accordance with their terms, except as limited by bankruptcy, insolvency or other laws affecting the enforcement of
mortgagees and other creditors rights and shall be entitled to the benefit of the mortgage and deed of trust or other similar instrument pursuant to which they shall have been issued, (iv) an opinion of Bond Counsel, as defined in the
Burlington Indenture, to the effect that the substitution of the Substituted Mortgage Bonds will not adversely affect the exemption from federal income taxes of interest on the Burlington Bonds Series 2004A and (v) such other certificates and
documents with respect to the issuance and delivery of the Substituted Mortgage Bonds as may be required by law or as the Trustee may reasonably request.



Moodys means Moodys Investor Services, Inc., a corporation organized and existing under the laws of the State of Delaware, its successors and
their assigns, except that if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, then the term Moodys shall be deemed to refer to any other nationally
recognized securities rating agency selected by the Company.



S&P means Standard & Poors Ratings Services, a division of The McGraw Hill Companies, Inc., duly organized and existing under and by virtue of the laws of the State of New York, and its successors and assigns,
except that if such rating agency shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, then the term S&P shall be deemed to refer to any other nationally recognized securities
rating agency selected by the Company.



ARTICLE III



FORTY-SEVENTH SERIES OF BONDS



SECTION 1. (I) There shall be a series of bonds designated Burlington
Series 2004B due 2031 (herein sometimes referred to as the Forty-seventh 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 III specified. Bonds of the Forty-seventh Series shall be limited to $100,000,000 in aggregate principal amount, except as provided
in Section 16 of the Mortgage, shall mature on June 1, 2031, 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 Forty-Seventh Series shall
bear interest at the rate of 2.65% per annum from June 10, 2004 to but not including June 1, 2006, payable semi-annually on June 1 and December 1 of each year, the first payment to be made on December 1, 2004 for the period from June 10, 2004 to
December 1, 2004. On or after June 1, 2006, the Bonds of the Forty-seventh Series shall bear interest from time to time at a rate equal to the interest rate then borne by the City of Burlington, Kansas, Pollution Control Refunding Revenue Bonds
(Kansas Gas and Electric Company Project) Series 2004B, (hereinafter referred to as the Burlington Bonds Series 2004B), issued under the Burlington Indenture, as such interest rate may be adjusted from time to time, payable at the same
times as interest is payable on the Burlington Bonds Series 2004B. The principal of and interest on bonds of the Forty-seventh Series shall be payable at the office or agency of the Company in the Borough of Manhattan, The 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 Forty-seventh Series shall be dated as in Section 10 of the Mortgage provided.



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(II) Upon the redemption, in whole or in part, of the Burlington Bonds Series 2004B, bonds of the
Forty-seventh Series shall be redeemed in whole or in like part. To effect the redemption of bonds of the Forty-seventh Series, the trustee under the Burlington Indenture (hereinafter referred to as the Burlington Trustee) shall deliver
to the Corporate Trustee (and mail a copy thereof to the Company) a written demand (hereinafter referred to as a Burlington Redemption Demand) for the redemption of bonds of the Forty-seventh Series equal in principal amount to the
principal amount of the Burlington Bonds Series 2004B to be redeemed. The Burlington Redemption Demand shall be signed by the President, a Vice President, an Assistant Vice President or a Trust Officer of the Burlington Trustee and shall state: (1)
the aggregate principal amount of the Burlington Bonds Series 2004B then outstanding under the Burlington Indenture; (2) the principal amount of the Burlington Bonds Series 2004B to be redeemed; (3) the interest thereon and premium, if any, to be
payable on the redemption date; (4) the redemption date and that notice thereof has been given as required in the Burlington Indenture; and (5) that the Corporate Trustee is thereby instructed to call for redemption bonds of the Forty-seventh Series
equal in principal amount to the principal amount of the Burlington Bonds Series 2004B specified in (2) above and on the same date and at the same price as the Burlington Bonds Series 2004B. The Burlington Redemption Demand shall also contain a
waiver of notice of such redemption by the Burlington Trustee, as holder of all bonds of the Forty-seventh Series then outstanding. The Corporate Trustee may conclusively presume the statements contained in the Burlington Redemption Demand to be
correct. Redemption of the bonds of the Forty-seventh Series shall be at the principal amount of the bonds to be redeemed, together with premium, if any, and the accrued interest to the redemption date, and such amount shall become and be due and
payable on the redemption date.



If the Burlington Trustee has
declared the principal of and accrued interest on the Burlington Bonds Series 2004B to be immediately due and payable pursuant to Section 7.2 of the Burlington Indenture as a result of an Event of Default under Section 7.1 of the Burlington
Indenture (except 7.1(f) thereof), and if the Burlington Trustee shall deliver to the Corporate Trustee (and mail a copy thereof to the Company) a written demand (hereinafter referred to as a Burlington Bonds Acceleration Notice) for the
immediate redemption of bonds of the Forty-seventh Series in whole, the bonds of the Forty-seventh Series shall be immediately redeemed at the principal amount thereof and accrued interest thereon. The Burlington Bonds Acceleration Notice shall be
signed by the President, a Vice President, an Assistant Vice President or a Trust Officer of the Burlington Trustee and shall state: (1) the aggregate principal amount of the Burlington Bonds Series 2004B then outstanding under the Burlington
Indenture; (2) that the entire principal amount of the Burlington Bonds Series 2004B has been declared by the Burlington Trustee to be immediately due and payable pursuant to Section 7.2 of the Burlington Indenture; (3) that the Corporate Trustee is
thereby instructed to call for immediate redemption bonds of the Forty-seventh Series in whole; and (4) that the Burlington Trustee, as holder of all bonds of the Forty-seventh Series, waives notice of such redemption.



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The Company hereby covenants that if a Burlington Redemption Demand shall be delivered to the Corporate
Trustee, the Company, subject to subdivision (III) of this Article III, 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
Forty-seventh Series so called for redemption.



The bonds of
the Forty-seventh Series shall not be subject to redemption prior to maturity except as provided in this Section I (II).



(III) All bonds of the Forty-seventh Series shall be pledged by the Company with the Burlington Trustee to secure the payment of the principal of, and
interest on, the Burlington Bonds Series 2004B. The obligation of the Company to make payments with respect to the principal of and interest on bonds of the Forty-seventh Series 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 Burlington Bonds Series 2004B shall have been fully or partially paid, or there shall be in the Bond Fund established
pursuant to the Burlington Indenture sufficient available funds to fully or partially pay the then due principal of and interest on the Burlington Bonds Series 2004B. 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 Forty-seventh Series shall have been fully satisfied and discharged unless and until the Corporate Trustee shall have received a written notice from the Burlington
Trustee, signed by its President, a Vice President, or a Trust Officer, stating (i) that timely payment of the principal of or interest on the Burlington Bonds Series 2004B required to be made by the Company has not been made, (ii) that there are
not sufficient available funds held in the Bond Fund to make such payment, and (iii) the amount of funds, in addition to available funds held in the Bond Fund, required to make such payment.



(IV) At the option of the registered owner, any bonds of Forty-seventh
Series, upon surrender thereof, for cancellation, at the office or agency of the Company in the Borough of Manhattan, The 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 Forty-seventh 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 Forty-seventh
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, The City of New York.



(VI) The Company may deliver to the Trustee in substitution for any bonds of the Forty-seventh Series, mortgage bonds or other similar instruments of the Company or any successor entity, whether by merger, combination
or acquisition of all or substantially all of the assets of the Company, or otherwise, issued under a mortgage and deed of trust or similar instrument of the Company or any



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successor entity in like principal amount of like term and bearing the same rate of interest as the bonds of the Forty-seventh Series (such substituted bonds
hereinafter being referred to as the Substituted Mortgage Bonds). The Substituted Mortgage Bonds may only be delivered to the Trustee upon receipt by the Trustee of (i) a letter from Moodys (as hereinafter defined), dated within
ten days prior to the date of delivery of the Substituted Mortgage Bonds, stating that its rating of the Substituted Mortgage Bonds is at least equal to its then current rating on the bonds of the Forty-seventh Series, (ii) a letter from S&P (as
hereinafter defined), dated within ten days prior to the date of delivery of the Substituted Mortgage Bonds, stating that its rating to the Substituted Mortgage Bonds is at least equal to its then current rating on the bonds of the Forty-seventh
Series, (iii) an opinion of counsel which may be counsel to the Company or any successor entity, to the effect that the Substituted Mortgage Bonds shall have been duly and validly authorized, executed, authenticated, and delivered and shall
constitute the valid, legally binding and enforceable obligations of the Company or any successor entity enforceable in accordance with their terms, except as limited by bankruptcy, insolvency or other laws affecting the enforcement of
mortgagees and other creditors rights and shall be entitled to the benefit of the mortgage and deed of trust or other similar instrument pursuant to which they shall have been issued, (iv) an opinion of Bond Counsel, as defined in the
Burlington Indenture, to the effect that the substitution of the Substituted Mortgage Bonds will not adversely affect the exemption from federal income taxes of interest on the Burlington Bonds Series 2004B and (v) such other certificates and
documents with respect to the issuance and delivery of the Substituted Mortgage Bonds as may be required by law or as the Trustee may reasonably request.



Moodys means Moodys Investor Services, Inc., a corporation organized and existing under the laws of the State of Delaware, its successors and
their assigns, except that if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, then the term Moodys shall be deemed to refer to any other nationally
recognized securities rating agency selected by the Company.



S&P means Standard & Poors Ratings Services, a division of The McGraw Hill Companies, Inc., duly organized and existing under and by virtue of the laws of the State of New York, and its successors and assigns,
except that if such rating agency shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, then the term S&P shall be deemed to refer to any other nationally recognized securities
rating agency selected by the Company.



ARTICLE IV



FORTY-EIGHTH SERIES OF BONDS



SECTION 1. (I) There shall be a series of bonds designated Burlington
Series 2004C due 2031 (herein sometimes referred to as the Forty-eighth 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



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hereinafter in this Article IV specified. Bonds of the Forty-eighth Series shall be limited to $100,000,000 in aggregate principal amount, except as provided
in Section 16 of the Mortgage, shall mature on June 1, 2031, 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 Forty-eighth Series shall
bear interest from time to time at a rate equal to the interest rate then borne by the City of Burlington, Kansas, Pollution Control Refunding Revenue Bonds (Kansas Gas and Electric Company Project) Series 2004C, (hereinafter referred to as the
Burlington Bonds Series 2004C), issued under the Burlington Indenture, payable at the same times as interest is payable on the Burlington Bonds Series 2004C. The principal of and interest on bonds of the Forty-eighth Series shall be
payable at the office or agency of the Company in the Borough of Manhattan, The 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
Forty-eighth Series shall be dated as in Section 10 of the Mortgage provided.



(II) Upon the redemption, in whole or in part, of the Burlington Bonds Series 2004C, bonds of the Forty-eighth Series shall be redeemed in whole or in like part. To effect the redemption of bonds of the Forty-eighth
Series, the trustee under the Burlington Indenture (hereinafter referred to as the Burlington Trustee shall deliver to the Corporate Trustee (and mail a copy thereof to the Company) a written demand (hereinafter referred to as a
Burlington Redemption Demand) for the redemption of bonds of the Forty-eighth Series equal in principal amount to the principal amount of the Burlington Bonds Series 2004C to be redeemed. The Burlington Redemption Demand shall be signed
by the President, a Vice President, an Assistant Vice President or a Trust Officer of the Burlington Trustee and shall state: (1) the aggregate principal amount of the Burlington Bonds Series 2004C then outstanding under the Burlington Indenture;
(2) the principal amount of the Burlington Bonds Series 2004C to be redeemed; (3) the interest thereon and premium, if any, to be payable on the redemption date; (4) the redemption date and that notice thereof has been given as required in the
Burlington Indenture; and (5) that the Corporate Trustee is thereby instructed to call for redemption bonds of the Forty-eighth Series equal in principal amount to the principal amount of the Burlington Bonds Series 2004C specified in (2) above and
on the same date and at the same price as the Burlington Bonds Series 2004C. The Burlington Redemption Demand shall also contain a waiver of notice of such redemption by the Burlington Trustee, as holder of all bonds of the Forty-eighth Series then
outstanding. The Corporate Trustee may conclusively presume the statements contained in the Burlington Redemption Demand to be correct. Redemption of the bonds of the Forty-eighth Series shall be at the principal amount of the bonds to be redeemed,
together with premium, if any, and the accrued interest to the redemption date, and such amount shall become due and payable on the redemption date.



If the Burlington Trustee has declared the principal of and accrued interest on the Burlington Bonds Series 2004C to be immediately due and payable
pursuant to Section 7.2 of the Burlington Indenture as a result of an Event of Default under Section 7.1 of the Burlington Indenture (except 7.1(f) thereof), and if the Burlington Trustee shall deliver to the Corporate Trustee (and mail a copy
thereof to the Company) a written demand (hereinafter referred to as a Burlington Bonds Acceleration Notice) for the immediate redemption of bonds of the Forty-eighth Series in whole, the bonds of the Forty-eighth Series shall be
immediately redeemed at the principal amount thereof and accrued interest thereon. The Burlington Bonds Acceleration Notice shall be signed by



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the President, a Vice President, an Assistant Vice President or a Trust Officer of Burlington Trustee and shall state: (1) the aggregate principal amount of
the Burlington Bonds Series 2004C then outstanding under the Burlington Indenture; (2) that the entire principal amount of the Burlington Bonds Series 2004C has been declared by the Burlington Trustee to be immediately due and payable pursuant to
Section 7.2 of the Burlington Indenture; (3) that the Corporate Trustee is thereby instructed to call for immediate redemption bonds of the Forty-eighth Series in whole; and (4) that the Burlington Trustee, as holder of all bonds of the Forty-eighth
Series, waives notice of such redemption.



The Company hereby
covenants that if a Burlington Redemption Demand shall be delivered to the Corporate Trustee, the Company, subject to subdivision (III) of this Article IV, 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 Forty-eighth Series so called for redemption.



The bonds of the Forty-eighth Series shall not be subject to redemption prior to maturity except as provided in this Section I (II).



(III) All Bonds of the Forty-eighth Series shall be pledged by the Company
with the Burlington Trustee to secure the payment of the principal of, and interest on, the Burlington Bonds Series 2004C. The obligation of the Company to make payments with respect to the principal of and the interest on bonds of the Forty-eighth
Series 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 Burlington Bonds Series 2004C shall have been fully or
partially paid, or there shall be in the Bond Fund established pursuant to the Burlington Indenture sufficient available funds to fully or partially pay the then due principal of and interest on the Burlington Bonds Series 2004C. 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 Forty-eighth Series shall have been fully satisfied and discharged unless and until the Corporate
Trustee shall have received a written notice from the Burlington Trustee, signed by its President, a Vice President, or a Trust Officer, stating (i) that timely payment of the principal of or interest on the Burlington Bonds Series 2004C required to
be made by the Company has not been made, (ii) that there are not sufficient available funds held in the Bond Fund to make such payment, and (iii) the amount of funds, in addition to available funds held in the Bond Fund, required to make such
payment.



(IV) At the option of the registered owner, any bonds
of Forty-eighth Series, upon surrender thereof, for cancellation, at the office or agency of the Company in the Borough of Manhattan, The 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 Forty-eighth 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
Forty-eighth 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, The City of New York.



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(VI) The Company may deliver to the Trustee in substitution for any bonds of the Forty-eighth Series,
mortgage bonds or other similar instruments of the Company or any successor entity, whether by merger, combination or acquisition of all or substantially all of the assets of the Company, or otherwise, issued under a mortgage and deed of trust or
similar instrument of the Company or any successor entity in like principal amount of like term and bearing the same rate of interest as the bonds of the Forty-eighth Series (such substituted bonds hereinafter being referred to as the
Substituted Mortgage Bonds). The Substituted Mortgage Bonds may only be delivered to the Trustee upon receipt by the Trustee of (i) a letter from Moodys (as hereinafter defined), dated within ten days prior to the date of delivery
of the Substituted Mortgage Bonds, stating that its rating of the Substituted Mortgage Bonds is at least equal to its then current rating on the bonds of the Forty-eighth Series, (ii) a letter from S&P (as hereinafter defined), dated within ten
days prior to the date of delivery of the Substituted Mortgage Bonds, stating that its rating to the Substituted Mortgage Bonds is at least equal to its then current rating on the bonds of the Forty-eighth Series, (iii) an opinion of counsel which
may be counsel to the Company or any successor entity, to the effect that the Substituted Mortgage Bonds shall have been duly and validly authorized, executed, authenticated, and delivered and shall constitute the valid, legally binding and
enforceable obligations of the Company or any successor entity enforceable in accordance with their terms, except as limited by bankruptcy, insolvency or other laws affecting the enforcement of mortgagees and other creditors rights and
shall be entitled to the benefit of the mortgage and deed of trust or other similar instrument pursuant to which they shall have been issued, (iv) an opinion of Bond Counsel, as defined in the Burlington Indenture, to the effect that the
substitution of the Substituted Mortgage Bonds will not adversely affect the exemption from federal income taxes of interest on the Burlington Bonds Series 2004C and (v) such other certificates and documents with respect to the issuance and delivery
of the Substituted Mortgage Bonds as may be required by law or as the Trustee may reasonably request.



Moodys means Moodys Investor Services, Inc., a corporation organized and existing under the laws of the State of Delaware, its successors and their assigns, except that if such corporation
shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, then the term Moodys shall be deemed to refer to any other nationally recognized securities rating agency selected by the
Company.



S&P means Standard & Poors Ratings
Services, a division of The McGraw Hill Companies, Inc., duly organized and existing under and by virtue of the laws of the State of New York, and its successors and assigns, except that if such rating agency shall be dissolved or liquidated or
shall no longer perform the functions of a securities rating agency, then the term S&P shall be deemed to refer to any other nationally recognized securities rating agency selected by the Company.



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ARTICLE V



AMENDMENTS TO THE MORTGAGE AND RESERVATION OF RIGHTS



SECTION 1. The Company reserves the right, subject to appropriate corporate action, but without any consent or other action by holders of Bonds of the
Forty-fifth Series, Forty-sixth Series, Forty-seventh Series, and Forty-eighth 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 2. The Company reserves the right, subject to appropriate action, but without any consent or other action by holders of Bonds of the Forty-fifth
Series, Forty-sixth Series, Forty-seventh Series, and Forty-eighth Series, or of any subsequent series of bonds, to clarify the ability of the Company to issue variable rate bonds under the Mortgage, notwithstanding any provision of the Mortgage to
the contrary. The Company may make such other amendments to the Mortgage as may be necessary or desirable in the opinion of the Company to effect the foregoing.



SECTION 3. The Company reserves the right, subject to appropriate action, but without any consent or other action by holders
of Bonds of the Forty-fifth Series, Forty-sixth Series, Forty-seventh Series, and Forty-eighth Series, or of any subsequent series of bonds, to amend the Mortgage to eliminate the requirements for the provision by the Company of a Net Earning
Certificate by deleting Section 27, Section 28(6) and Section 30(3) and deleting the following language from the end of Section 26: and, in case the bonds are to be authenticated and delivered under the provisions of the next preceding
paragraph of this Section by reason of an increase in the aggregate principal amount of bonds authenticated and delivered under this Indenture having increased the aggregate principal amount of bonds which may be authenticated and delivered within
the limitations prescribed by this Section, a Net Earning Certificate showing the Net Earnings of the Company to be as required by Section 27 hereof. The Company may make such other amendments to the Mortgage as may be necessary or desirable
in the opinion of the Company to effect the foregoing.



SECTION
4. The Company reserves the right, subject to appropriate action, but without any consent or other action by holders of Bonds of the Forty-fifth Series, Forty-sixth Series, Forty-seventh Series, and Forty-eighth Series, or of any subsequent series
of bonds, to amend the Mortgage as may be necessary in order to permit the Company to deliver to the Trustee in substitution for any bonds issued under the Mortgage, mortgage bonds or other similar instruments of the Company or any successor entity,



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whether by merger, combination or acquisition of all or substantially all of the assets of the Company, or otherwise, issued under a mortgage and deed of
trust or similar instrument of the Company or any successor entity in like principal amount of like term and bearing the same rate of interest as the original bonds (such substituted bonds hereinafter being referred to as the Substituted
Mortgage Bonds). The Substituted Mortgage Bonds may only be delivered to the Trustee upon receipt by the Trustee of (i) if the original bonds were rated by Moodys, a letter from Moodys (as hereinafter defined), dated within ten
days prior to the date of delivery of the Substituted Mortgage Bonds, stating that its rating of the Substituted Mortgage Bonds is at least equal to its then current rating on the original bonds, (ii) if the original bonds were rated by S&P, a
letter from S&P (as hereinafter defined), dated within ten days prior to the date of delivery of the Substituted Mortgage Bonds, stating that its rating to the Substituted Mortgage Bonds is at least equal to its then current rating on the
original bonds, (iii) an opinion of counsel which may be counsel to the Company or any successor entity, to the effect that the Substituted Mortgage Bonds shall have been duly and validly authorized, executed, authenticated, and delivered and shall
constitute the valid, legally binding and enforceable obligations of the Company or any successor entity enforceable in accordance with their terms, except as limited by bankruptcy, insolvency or other laws affecting the enforcement of
mortgagees and other creditors rights and shall be entitled to the benefit of the mortgage and deed of trust or other similar instrument pursuant to which they shall have been issued and (iv) such other certificates and documents with
respect to the issuance and delivery of the Substituted Mortgage Bonds as may be required by law or as the Trustee may reasonably request. The Company may make such other amendments to the Mortgage as may be necessary or desirable in the opinion of
the Company to effect the foregoing.



Moodys means
Moodys Investor Services, Inc., a corporation organized and existing under the laws of the State of Delaware, its successors and their assigns, except that if such corporation shall be dissolved or liquidated or shall no longer perform the
functions of a securities rating agency, then the term Moodys shall be deemed to refer to any other nationally recognized securities rating agency selected by the Company.



S&P means Standard & Poors Ratings Services, a division of The
McGraw Hill Companies, Inc., duly organized and existing under and by virtue of the laws of the State of New York, and its successors and assigns, except that if such rating agency shall be dissolved or liquidated or shall no longer perform the
functions of a securities rating agency, then the term S&P shall be deemed to refer to any other nationally recognized securities rating agency selected by the Company.



SECTION 5. The Company reserves the right, subject to appropriate action, but without any consent or other action by holders
of Bonds of the Forty-fifth Series, Forty-sixth Series, Forty-seventh Series, and Forty-eighth Series, or of any subsequent series of bonds, to amend the Mortgage to add the following new section:



This Indenture shall be deemed to be a contract made under the laws of
the State of Kansas and for all purposes shall be construed in accordance with the laws of the State of Kansas, without regard to conflicts of laws principles thereof.



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SECTION 6. The Company reserves the right, subject to appropriate action, but without any consent or
other action by holders of Bonds of the Forty-fifth Series, Forty-sixth Series, Forty-seventh Series, and Forty-eighth Series, or of any subsequent series of bonds, to amend the Mortgage to:



(I) Eliminate maintenance and improvement fund requirements;



(II) Simplify the provisions for release of obsolete property, de minimis
property releases and substitution of property and unfunded property;



(III) Permit additional terms of bonds or forms of bond in supplemental indentures, including terms for uncertificated and global securities and medium-term notes;



(IV) Make any changes necessary to conform the Mortgage with the requirements of the Trust Indenture Act;



(V) Add defeasance provisions providing for covenant and legal defeasance
options;



(VI) Permitting the Company to remove the trustee in
certain circumstances;



(VII) Providing for direction to the
trustee under the Mortgage to vote pledged prior lien bonds for specified amendments to the prior lien mortgage;



(VIII) Providing broader investment directions to the trustee or permitting the Company to direct investment of money held by the trustee, so long as
there is no event of default under the Mortgage;



(IX) Amending
the definition of Excepted Property to exclude property which generally cannot be mortgaged without undue administrative burden (i.e. automobiles), but allowing the Company to subject Excepted Property to the Mortgage;



(X) Amending the definition of Bondable Property to allow all
mortgaged property to be bondable;



(XI) Updating the
definition of Permitted Liens.; and



(XII)
Eliminate the requirement to have an individual trustee under the Mortgage.



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ARTICLE VI



MISCELLANEOUS PROVISIONS



SECTION 1. All Bonds of the Forty-fifth Series, Forty-sixth Series, Forty-seventh Series, and Forty-eighth 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 Forty-third Supplemental Indenture, the terms defined in the Mortgage, as heretofore supplemented, shall, for all purposes of this Forty-third 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 Forty-third 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 Forty-third 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 Forty-third 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 Forty-third 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 Forty-third 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 Forty-third 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 Forty-third Supplemental Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all the covenants, conditions, stipulations, promises and agreements in this Forty-third
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.



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SECTION 6. This Forty-third 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.



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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 Mark A. Ruelle, Vice President and Treasurer, and its corporate seal to be attested by Larry D. Irick, its Secretary for and on its behalf, BNY MIDWEST TRUST COMPANY has caused its corporate name to be
hereunto affixed, and this instrument to be signed and sealed by one of its duly authorized officers and its corporate seal to be attested by one of its Assistant Secretaries for and on its behalf, and Judith L. Bartolini has hereunto set her hand
and all as of the day and year first above written.



KANSAS GAS AND ELECTRIC COMPANYBy:

/s/ Mark A. RuelleMark A. RuelleVice President and Treasurer




Attest:



|                  
|------------------
|/s/ Larry D. Irick
|Larry D. Irick    
|Secretary         



|                                                                                      
|--------------------------------------------------------------------------------------
|Executed, sealed and delivered by KANSAS GAS AND ELECTRIC COMPANY, in the presence of:
|                                                                                      
|/s/ Peggy S. Wettengel                                                                
|Peggy S. Wettengel                                                                    



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



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|        |  |                                       |  |                 
|------- |  | ------------------------------------- |  | ----------------
|        |  | BNY MIDWEST TRUST COMPANY, as Trustee
|        |  |                                      
|        |  | By:                                   |  | /s/ D.G. Donovan
|Attest: |  |                                       |  | Vice President  



|                   
|-------------------
|/s/ C. Potter      
|Assistant Secretary



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




|                                                                                                        
|--------------------------------------------------------------------------------------------------------
|Executed, sealed and delivered by BNY MIDWEST TRUST
COMPANY and JUDITH L. BARTOLINI, in the presence of:
|                                                                                                        
|/s/ L. Garcia                                                                                           
|                                                                                                        
|/s/ M. Callahan                                                                                         



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|                   |  |   |  |     
|------------------ |  | - |  | ----
|STATE OF KANSAS    |  | ) |  |     
|                   |  | : |  | ss.:
|COUNTY OF SEDGWICK |  | ) |  |     



BE IT REMEMBERED, that
on this 1st day of June, A.D. 2004, before me, the undersigned, a Notary Public within and for the County and State aforesaid, came Mark A. Ruelle, the Vice President and Treasurer 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 1st day of June, 2004, before me appeared Larry D. Irick, to me
personally known, who being by me duly sworn did say that he is the 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 Larry D. Irick acknowledged said instrument to be the free act and deed of said corporation.



On the 1st day of June in the year 2004, before me personally appeared Mark A. Ruelle to me known, who, being by me duly
sworn, did depose and say that he is the Vice President and Treasurer of KANSAS GAS AND ELECTRIC COMPANY, ; 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 Mark A. Ruelle acknowledged said instrument to be the free act and of said corporation.



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



/s/ Patti BeasleyNOTARY PUBLIC  STATE OF KANSASMY APPOINTMENT EXPIRES (11/18/04)




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



BE IT REMEMBERED, that
on this 1stday of June, A.D. 2004, before me, the undersigned, a Notary Public within and for the County and State
aforesaid, came D.G. Donovan, a Vice President of BNY Midwest Trust Company, 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 1stday of June, 2004, before me appeared C. Potter, to me personally known, who being by me duly
sworn did say that she is an Assistant Secretary of BNY MIDWEST TRUST 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 C. Potter acknowledged said instrument to be the free act and deed of said corporation.



On the 1stday of
June in the year 2004, before me personally came D.G. Donovan, to me known, who, being by me duly sworn, did depose and say that she resides at Arlington Heights, IL; that she is a Vice President of BNY MIDWEST TRUST COMPANY, 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/ A. HernandezNOTARY PUBLIC, STATE OF ILLINOISNO.QUALIFIED IN COOK COUNTYCOMMISSION EXPIRES (07/08/06))




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



On this 1stday of June in the year 2004, 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/ A. HernandezNOTARY PUBLIC, STATE OF ILLINOISNO.QUALIFIED IN COOK COUNTYCOMMISSION EXPIRES (07/08/06)




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AFFIDAVIT



|                   |  |   |  |    
|------------------ |  | - |  | ---
|STATE OF KANSAS    |  | ) |  |    
|                   |  | ) |  | SS:
|COUNTY OF SEDGWICK |  | ) |  |    



I, Larry D. Irick,
being first duly sworn on oath, depose and say:



1. I am the
Secretary of Kansas Gas and Electric Company, a corporation duly organized and existing under the laws of the State of Kansas (the Company). I am duly authorized to make this affidavit on behalf of the Company.



2. The Company has heretofore executed and delivered to BNY Midwest Trust
Company (as successor to Harris Trust and Savings Bank) (the Corporate Trustee) and Judith L. Bartolini (the Individual Trustee, together with the Corporate Trustee, the Trustees), a Mortgage and Deed of Trust,
dated as of April 1, 1940, (hereinafter called the Indenture), to secure the Companys First Mortgage Bonds.



3. The Company has heretofore executed and delivered to the Trustees supplemental indentures numbered First through Forty-second,
inclusive, (hereinafter called the Supplemental Indentures), creating other series of the Companys First Mortgage Bonds.



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4. The Indenture and all Supplemental Indentures confirmed unto the Trustees the real property situated
in the State of Kansas which is subject to the lien of the Indenture.



5. The Indenture and all Supplemental Indentures were duly received and filed for record in accordance with the laws of the State of Kansas, and the mortgage registration fee thereon provided for was, and has been, paid in full by the
Company.



6. Under the Seventh, Eighth, Twenty-fifth,
Twenty-sixth, Twenty-eighth, Thirty-first, and Thirty-third Supplemental Indentures, the Company duly paid the mortgage registration fees in the amount of $17,500, $17,500, $75,000, $62,500, $93,750, $0, and $334,100, (the mortgage registration fee
having been paid with respect to previously filed Supplemental Indentures), respectively, based upon $7,000,000, $7,000,000, $30,000,000, $25,000,000, $100,000,000, $30,000,000, and $128,500,000 of the Companys indebtedness. The Seventh,
Eighth, Twenty-fifth, Twenty-sixth, Twenty-eighth, Thirty-first, and Thirty-third Supplemental Indentures are found in the Sedgwick County Register of Deeds office at Book 1181, page 445; Book 1399, page 360; film 483, page 1512; film 510, page 300;
film 645, page 1524, film 707, page 378, and film 1177, page 0876, respectively.



7. The Company has executed and delivered to the Trustees a Forty-fifth, Forty-sixth, Forty-seventh, and Forty-eighth Series of bonds to be issued under and secured by the Indenture, the Supplemental Indentures and a
new Supplemental Indenture dated as of June 1, 2004, (hereinafter called the Forty-third Supplemental Indenture).



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8. The purpose of the Forty-third Supplemental Indenture is to reflect the issuance and pledge of
$327,500,000 principal amount of First Mortgage Bonds.



9.
$327,500,000 of the principal amount of the First Mortgage Bonds issued pursuant to the Forty-third Supplemental Indenture tendered for filing constitutes the same principal indebtedness covered or included in the Thirty-third Supplemental Indenture
with BNY Midwest Trust Company and Judith L. Bartolini, Trustees, the same lender.



10. Under the Forty-third Supplemental Indenture the registration fee with respect to all of the indebtedness of $327,500,000 has been previously paid by the Company in connection with the Thirty-third Supplemental
Indenture and by virtue thereof is considered by the Company to be the same indebtedness, and thus exempt from the payment of further registration fees pursuant to the provisions of K.S.A. 1990 Supp. 79-3102(d)(3).



[REMAINDER OF PAGE LEFT BLANK INTENTIONALLY]



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FURTHER AFFIANT SAITH NAUGHT.



/s/ Larry D. IrickLarry D. Irick, SecretaryKansas Gas and Electric Company




Subscribed and
sworn to before me this 1stday of June, 2004.



/s/ Patti BeasleyNotary Public




My Commission Expire (11/18/04)