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                                                                    Exhibit 10.2

                             WESTAR INDUSTRIES, INC.
                          EMPLOYEE STOCK PURCHASE PLAN
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1.   Purpose.

     The purpose of this Plan is to provide eligible employees the opportunity
to purchase Common Stock at a discount on a basis that qualifies for the tax
treatment prescribed by Code Section 423.

2.   Definition.

     The following terms, when used in this Plan, shall have the following
meanings:

     (a) "Board" or "Board of Directors" means the Board of Directors of the
Company, as constituted from time to time.

     (b) "Code" means the Internal Revenue Code of 1986, as amended from time to
time. References to the Code or to a particular section of the Code shall
include references to any related Treasury Regulations and rulings and to
successor provisions.

     (c) "Committee" means the Compensation Committee of the Board or such other
committee appointed by the Board of Directors to administer this Plan pursuant
to the provisions of Section 3(a) of this Plan.

     (d) "Common Stock" means common stock, par value $.01 per share, of the
Company.

     (e) "Company" means Westar Industries, Inc., a Kansas corporation, its
successors and assigns.

     (f) "Fair Market Value" on a particular date means the closing sale price
of the Common Stock in consolidated trading on the date in question as reported
by The Wall Street Journal or another reputable source designated by the
Committee, provided that if there were no sales on such date reported as
provided above, such price shall be computed as of the most recent prior day for
which a sale was so reported. If the foregoing method of determining fair market
value should be inconsistent with Code Section 423, then "Fair Market Value"
shall be determined by the Committee in a manner consistent with such section of
the Code and shall mean the value as so determined.

     (g) "General Counsel" means the General Counsel of the Company serving from
time to time.
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     (h) "Plan" means the Westar Industries, Inc. Employee Stock Purchase Plan
set forth herein, as amended from time to time.

     (i) "Plan Compensation" means such compensation of an employee as
prescribed by the Committee from time to time for purposes of this Plan
consistent with the requirements of Code Section 423.

     (j) "Subsidiary" means a subsidiary as defined in Code Section 424(f),
including a corporation which becomes such a subsidiary in the future.

3.   Administration.

     (a) The Plan shall be administered by the Committee consisting of two or
more directors of the Company as appointed from time to time by the Board.

     (b) Subject to the provisions of this Plan, the powers of the Committee
shall include having the authority, in its discretion, to:

         (i) define, prescribe, amend and rescind rules, regulations,
     procedures, terms and conditions relating to this Plan; and

         (ii) make all other determinations necessary or advisable for the
     administration of this Plan, including but not limited to interpreting this
     Plan, correcting defects, reconciling inconsistencies and resolving
     ambiguities.

     (c) The interpretation by the Committee of the terms and provisions of this
Plan, and its administration of this Plan, and all action taken by the
Committee, shall be final, binding and conclusive on the Company, its
stockholders, Subsidiaries, all participants and employees, and upon their
respective successors and assigns, and upon all other persons claiming under or
through any of them.

     (d) Members of the Board and members of the Committee acting under this
Plan shall be fully protected in relying in good faith upon the advice of
counsel and shall incur no liability except for gross or willful misconduct in
the performance of their duties.

4.   Stock Subject to this Plan.

     (a) Subject to Section 4(c) of this Plan, the aggregate number of shares of
Common Stock which may be sold under this Plan is 4,000,000 shares.

     (b) If the number of shares of Common Stock that participating employees
become entitled to purchase is greater than the number of shares of Common Stock
that are
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offered in a particular offering or that remain available under this Plan, the
available shares of Common Stock shall be allocated by the Committee among such
participating employees in such manner as it deems fair and equitable consistent
with the requirements of Code Section 423.

     (c) In the event of any change in the Common Stock, through
recapitalization, merger, consolidation, stock dividend or split, combination or
exchange of shares, spinoff or otherwise, the Committee may make such equitable
adjustments in this Plan and the then outstanding offerings as it deems
necessary and appropriate including, but not limited to, changing the number of
shares of Common Stock reserved under this Plan, and the price of the current
offering; provided that any such adjustments shall be consistent with Code
Sections 423 and 424.

     (d) Shares of Common Stock which may be delivered under this Plan may be
obtained by the Company from its treasury, by purchases in the open market or
from private sources, or by issuing authorized but unissued shares of its Common
Stock. Shares of authorized but unissued Common Stock may not be delivered under
this Plan if the purchase price thereof is less than the par value (if any) of
the Common Stock at the time. The Committee may (but need not) provide at any
time or from time to time (including without limitation upon or in contemplation
of a change in control) for a number of shares of Common Stock equal in number
to the number of shares then subject to options under this Plan, or expected to
be subject to options under this Plan in the then pending offering(s), to be
issued or transferred to, or acquired by, a trust (including but not limited to
a grantor trust) for the purpose of satisfying the Company's obligations under
such options, and, unless prohibited by applicable law, such shares held in
trust shall be considered authorized and issued shares with full dividend and
voting rights, notwithstanding that the options to which such shares relate
might not be exercisable at the time. No fractional shares of Common Stock may
be issued or sold under this Plan.

5.   Eligibility.

     All employees of the Company, and of any Subsidiary designated by
appropriate written resolution of the Committee from time to time, will be
eligible to participate in this Plan, in accordance with and subject to such
rules and regulations as the Committee may prescribe; provided, however, that
(a) such rules shall neither permit nor deny participation in this Plan contrary
to the requirements of Code Section 423 (including but not limited to Code
Section 423(b)(3), (4) and (8) thereof), (b) no employee shall be eligible to
participate in this Plan if his or her customary employment is 20 hours or less
per week or for not more than 5 months in any calendar year (unless the
Committee determines otherwise on a uniform and nondiscriminatory basis), (c) no
employee may be granted an option under this Plan unless he or she has been
employed by the Company or a participating Subsidiary for
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at least one year as of the first day of the offering period, (d) no employee
may be granted an option under this Plan if such employee, immediately after the
option is granted, owns stock possessing 5% or more of the total combined voting
power or value of all classes of stock of his or her employer corporation or any
parent or Subsidiary corporation (within the meaning of Code Section 423(b)(3)),
and (e) no employee represented by a particular bargaining unit may be granted
an option under this Plan if the applicable bargaining unit representative has
declined the opportunity for the bargaining unit to participate in this Plan.
For purposes of the preceding sentence, the rules of Code Section 424(d) shall
apply in determining the stock ownership of an employee, and stock which the
employee may purchase under outstanding options (whether or not such options
qualify for the special tax treatment afforded by Code Section 421(a)) shall be
treated as stock owned by the employee; and all participating employees shall
have the same rights and privileges except as otherwise permitted by Code
Section 423(b)(5).

6.   Offerings; Participation.

     The Company may make offerings of up to 27 months' duration each, to
eligible employees to purchase Common Stock under this Plan, until all shares
authorized to be delivered under this Plan have been exhausted or until this
Plan is sooner terminated by the Board. Subject to the preceding sentence, the
duration and commencement date of any offering under this Plan shall be
determined by the Committee in its sole discretion. Subject to such rules,
procedures and forms as the Committee may prescribe and to the requirements of
Code Section 423 and other applicable law, an eligible employee may participate
in an offering at such time(s) as the Committee may permit by authorizing a
deduction from his or her Plan Compensation for such purpose; provided, however,
that the aggregate of all such deductions and any lump sum contribution during
an offering period may not exceed such maximum amount or percentage of Plan
Compensation as the Committee may designate. The maximum number of shares that
an employee may purchase for an offering period shall be determined by the
Committee as of the first day of the offering period. The Committee may at any
time suspend or accelerate the completion of an offering if required by law or
deemed by the Committee to be in the best interests of the Company, including in
the event of a change in ownership or control of the Company or any Subsidiary.
The Company's obligation to sell and deliver Common Stock under this Plan shall
be subject to the approval of any governmental authority whose approval the
General Counsel determines is necessary or advisable to obtain in connection
with the authorization, issuance or sale of such Common Stock.

7.   Payroll Deductions; Lump-Sum Contribution

     (a) The Company will maintain accounts on its books for all participating
employees. All employee contributions shall be credited to such accounts.
Employee
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contributions credited to the accounts of participating employees need not be
segregated from other corporate funds and may be used for any corporate purpose.

     (b) At such times as the Committee may permit and subject to such rules,
procedures and forms as the Committee may prescribe, an employee may increase,
decrease or suspend his or her payroll deduction during an offering, or may
withdraw the balance of the account maintained under the Plan for such employee
and thereby withdraw from participation in an offering.

     (c) In addition to payroll deductions, a participating employee may elect
at any time during an offering period to make a single lump-sum contribution to
the account maintained under the Plan for such employee, subject to such rules,
procedures and forms as the Committee may prescribe. The limit on payroll
deductions set forth in Section 6 above shall apply to lump-sum contributions as
well, so that the total contributed to the account maintained under the Plan for
the employee, whether by payroll deduction or by lump-sum contribution, shall
not in the aggregate exceed such maximum amount and/or percentage of Plan
Compensation as the Committee may designate pursuant to Section 6 of this Plan.

     (d) The Committee shall determine from time to time in its sole discretion
whether and, if so, at what rate and under what circumstances, payroll
deductions and/or lump-sum contributions contributed to the account shall accrue
interest.

     (e) No employee shall be permitted to make any elective contribution or
employee contribution to this Plan for a period of 12 months after the payment
to such employee of a hardship distribution (as described in Treasury Regulation
Section 1.401(k)-1(d)(2)(iv)(B)(4)) from a plan of the Company or a related
party within the provisions of Code Section 414(b), (c), (m) or (o) containing a
cash or deferred arrangement under Code Section 401(k). The foregoing sentence
shall not apply if and to the extent the General Counsel determines it is not
necessary to qualify any such plan as a cash or deferred arrangement under Code
Section 401(k).

     (f) Any balance remaining in any employee's account at the end of an
offering period will be carried forward into the account maintained under the
Plan for the employee for the following offering period. In no event will the
balance carried forward be equal to or greater than the purchase price of one
share of Common Stock as determined under Section 8 (c) of this Plan. Any excess
shall be refunded to the employee. Upon termination of this Plan, all amounts in
the accounts of participating employees shall be carried forward into their
accounts under a successor plan, if any, or refunded to them, as the Committee
may decide.
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     (g) In the event of the termination of a participating employee's
employment for any reason, his or her participation in any offering under this
Plan shall cease, no further amounts shall be deducted pursuant to this Plan and
the balance in the employee's account shall be paid to the employee, or, in the
event of the employee's death, to the employee's beneficiary. For purposes of
this Plan, a participating employee's beneficiary shall be the person, persons
or entity designated by the participating employee on a form prescribed by the
Committee and filed with the Committee or, if none, the participating employee's
estate.

8.   Purchase; Purchase Limitations

     (a) Within the limitations of Section 8(d) of this Plan and subject to the
maximum established by the Committee for the employee pursuant to Section 6,
each employee participating in any offering under this Plan will be granted an
option, upon the effective date of such offering, for as many full shares of
Common Stock as the amount of his or her account (including any contributions
made by means other than payroll deductions) at the end of the offering can
purchase.

     (b) As of the last day of the offering period, the account of each
participating employee shall be totaled. Subject to the provisions of Sections
6, 7(b) and 8(d) of this Plan, if such account contains sufficient funds as of
that date to purchase one or more full shares of Common Stock at the price
determined under Section 8(c) of this Plan, the employee shall be deemed to have
exercised an option to purchase the largest number of full shares of Common
Stock at the price determined under Section 8(c) of this Plan that the balance
of the account maintained under the Plan for the employee will permit; such
employee's account will be charged for the amount of the purchase and for all
purposes under this Plan the employee will be deemed to have acquired the shares
on that date; and either a stock certificate representing such shares will be
issued to him or her, or the Company's registrar will make an entry on its books
and records evidencing that such shares have been duly issued or transferred as
of that date, as the Committee may direct. Notwithstanding any provision of this
Plan to the contrary, the Committee may but need not permit fractional shares to
be purchased under this Plan provided that no certificates may be issued for
fractional shares.

     (c) The Committee shall determine before the first day of any offering
period under this Plan the purchase price of shares of Common Stock which may be
sold under the respective offering, subject to the conditions set forth in
Section 8(c) of this Plan and Code Section 423. The purchase price of shares of
Common Stock which may be sold under this Plan shall be no less than (i) an
amount not less than 85 percent of the Fair Market Value as of the first day of
the offering period, or if such day is not a day for which Fair Market Value is
available, then the next succeeding day on which such Fair Market Value is
available, (ii) an amount not less 85 percent of the Fair Market Value as of the
last day of
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the offering period, or if such day is not a day for which Fair Market Value is
available, then the next preceding day on which such Fair Market Value is
available, or (iii) the lesser of the amounts described in Sections 8(c)(i) and
8(c)(ii) of this Plan, and shall in no event be less than the minimum amount
that complies with Code Section 423.

     (d) In addition to any other limitations set forth in, or authorized by the
Committee under, this Plan, (i) no employee may purchase in any offering period
under this Plan more than the number of shares of Common Stock determined by
dividing the lesser of the employee's Plan Compensation as of the first day of
the offering period, or $25,000 by the Fair Market Value of a share of Common
Stock on that day, and (ii) no employee may be granted an option under this Plan
which permits his or her rights to purchase stock under this Plan, and any other
stock purchase plan of his or her employer corporation and its parent and
subsidiary corporations that is qualified under Code Section 423, to accrue at a
rate which exceeds $25,000 of Fair Market Value of such stock (determined at the
time such option is granted) for each calendar year in which the option is
outstanding at any time. The Committee may further limit the amount of Common
Stock which may be purchased by any employee during an offering period in
accordance with Code Section 423(b)(5).

     (e) Anything in this Plan to the contrary notwithstanding, the Committee
may in its sole discretion terminate an offering period at any time prior to its
otherwise scheduled end. The Committee shall give each participating employee
notice of such early termination of the offering period. In the event of such
early termination, the provisions of Section 8(b) shall apply based on the newly
established last day of the offering period, and any balance remaining in any
employee's account after all shares have been purchased for such offering period
shall be refunded to the employee.

9.   No Transfer.

     (a) No option, right or benefit under this Plan may be transferred by a
participating employee, whether by will, the laws of descent and distribution,
or otherwise, and all options, rights and benefits under this Plan may be
exercised during the participating employee's lifetime only by such employee.

     (b) Book entry accounts and certificates for shares of Common Stock
purchased under this Plan may be maintained or registered, as the case may be,
only in the name of the participating employee or, if such employee so indicates
on his or her payroll deduction authorization form, in his or her name jointly
with a member of his or her family, with right of survivorship.
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10.  Effective Date and Duration of Plan.

     The Plan shall become effective upon consummation of the rights offering to
shareholders of Western Resources, Inc. entitling the holders to purchase shares
of the Company's Common Stock. This Plan shall remain in effect until the day
preceding the tenth anniversary of consummation of such rights offering or until
this Plan is sooner terminated by the Board of Directors, and may continue in
effect thereafter with respect to any options outstanding at the time of such
termination if the Board of Directors so provides.

11.  Amendment and Termination of this Plan.

     The Plan may at any time be amended in any respect or terminated by written
resolution of the Board of Directors without shareholder approval, unless
shareholder approval is required under Section 423 of the Code.

12.  General Provisions.

     (a) Nothing contained in this Plan shall be deemed to confer upon any
person any right to continue as an employee of or to be associated in any other
way with the Company for any period of time or at any particular rate of
compensation.

     (b) No person shall have any rights as a stockholder of the Company with
respect to any shares optioned under this Plan until such shares are issued or
transferred to him or her.

     (c) All expenses of adopting and administering this Plan shall be borne by
the Company, and none of such expenses shall be charged to any participant.

     (d) The Plan shall be governed by and construed under the laws of the State
of Kansas, without giving effect to the principles of conflicts of laws of that
State.

     (e) The Plan and each offering under this Plan are intended to qualify as
an "employee stock purchase plan" within the meaning of Code Section 423. Every
provision of this Plan shall be administered, interpreted and construed to carry
out those intentions, and any provision that cannot be so administered,
interpreted and construed shall to that extent be disregarded.